Table of Contents ii) Change in the tax consolidation regime which required for <strong>de</strong>termining at December 31, <strong>20</strong>09 annual income tax as if tax consolidation rules had not existed since 1999 and henceforth. Therefore, the restated income tax that is related to the benefits of tax consolidation obtained as of that year, is paid for: (a) operating tax losses and losses on sale of stock used in tax consolidation that would have not been carried forward individually by the entity that incurred them; (b) special consolidation items for transactions among entities of the Group; and (c) divi<strong>de</strong>nds paid among entities of the Group that are paid out of earnings not taxed for income tax purposes in the past. As a result of tax <strong>de</strong>consolidation and the resulting payments of income taxes discussed in the paragraph a) in this same Note, the reversal process of tax benefits generated up to December 31, <strong>20</strong>09 referred in the paragraph above is no longer applicable to the Group. Effective <strong>20</strong>11, the Company again adopted the tax consolidation regime; therefore, the benefits generated in tax consolidation will be reversed by consi<strong>de</strong>ring the terms and percentages set forth in the Income Tax Law. 19. Operating segments: Effective January 1, <strong>20</strong>11, the Group adopted Mexican FRS B-5, “Financial information by segment” (FRS B-5), which superse<strong>de</strong>d Bulletin B-5 with the same name. That adoption had no impact on the consolidated financial statements. Operating segments are the components of an entity oriented toward production and sale of goods, as well as ren<strong>de</strong>ring services. The Group operates on a regional basis by consi<strong>de</strong>ring the distribution segment and retail pharmacy segment. Each regional director supervises and is responsible for all the business activities in each unit. These activities refer to the distribution of pharmaceutical products, as well as health and beauty aids/other products, entertainment products, food/non-perishable products through its operating subsidiaries. The Group distributes these product lines through its distribution network, as well as retail pharmacies throughout Mexico, as well as Rio <strong>de</strong> Janeiro, Brasil and, effective <strong>20</strong>10, Chile and Peru. The regional director, who is one level below the chief financial officer and chief executive officer in the organizational structure, reports to such officers the operating results of the business unit. The Group’s management internally evaluates the results and performance of each business unit for <strong>de</strong>cision-making purposes. The main indicator used by Group’s management to evaluate the performance of each entity is operating EBITDA, which the Group <strong>de</strong>fines as operating income plus <strong>de</strong>preciation and amortization. This indicator, which is presented in the selected financial information, is consistent with the information used by Group’s management for <strong>de</strong>cision-making purposes. The accounting policies applied to <strong>de</strong>termine the financial information by operating segment are consistent with those <strong>de</strong>scribed in Note 3). F-48
Table of Contents All significant transactions between related parties have been eliminated in the preparation of the information by operating segments. At December 31, <strong>20</strong>11, <strong>20</strong>10 and <strong>20</strong>09 the information was as follows: <strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>09 Item Retail pharmacies Distribution business Total Retail pharmacies Business distribution Total Retail pharmacies Distribution business Total Net sales Ps. 24,058,753 22,509,473 46,568,226 8,586,462 25,657,7<strong>20</strong> 34,244,182 3,224,313 26,567,344 29,791,657 Operating income 426,961 1,139,506 1,566,467 126,147 558,451 684,598 360,747 529,978 890,725 Depreciation and amortization 378,052 61,688 439,740 114,639 76,366 191,005 34,675 73,984 108,659 EBITDA 805,012 363,705 1,168,717 240,786 634,817 875,603 395,422 603,962 999,384 At December 31, <strong>20</strong>11, and <strong>20</strong>10, the selected information of balance sheet by eliminating intercompany balances was as follows: <strong>20</strong>11 <strong>20</strong>10 Retailer pharmacies Business distribution Total Retailer pharmacies Business distribution Total Current assets Ps. 6,212,516 13,277,579 19,490,095 5,954,685 12,739,508 18,694,193 Noncurrent assets 5,984,315 6,486,653 12,470,968 6,176,706 6,441,812 12,618,518 Total liabilities 10,222,881 14,691,503 24,914,384 9,770,292 14,459,571 24,229,861 <strong>20</strong>. Contingencies and commitments: a) On February 12, <strong>20</strong>07, the Group filed appeals for constitutional relief with the Fe<strong>de</strong>ral Tax Court against the tax reform that binds taxpayers to <strong>de</strong>termine asset tax by applying the 1.25 percent annual rate to the average value of assets and not to reduce the value of <strong>de</strong>bts contracted from the taxable base, effective January 1, <strong>20</strong>07. In September <strong>20</strong>11, the Fe<strong>de</strong>ral Tax Court han<strong>de</strong>d down a favorable ruling in favor of the Group. b) On March 28, <strong>20</strong>08, the Mexican tax authorities issued an “invitation” to the Company to file an amen<strong>de</strong>d tax return of consolidated income tax for fiscal year <strong>20</strong>05 and prove that it ad<strong>de</strong>d the amount of certain prior year tax losses to consolidated taxable income for the same year. Previously, those tax losses had been reduced by the Group to <strong>de</strong>termine cumulative inventory, in accordance with the Income Tax Law. In May <strong>20</strong>08 and March <strong>20</strong>09, Management filed the amen<strong>de</strong>d income tax return that met with that invitation. Accordingly, there is no contingency payable by the Company. However, Management would carry out actions that would imply adoption of a criterion other than that of the tax authorities, which could have this matter solved in the Fe<strong>de</strong>ral Tax Court. In Management’s opinion, the Company is not bound to comply with the criterion set forth by the tax authorities as the Group has reasonable arguments to sustain its interpretation. In September <strong>20</strong>09, the Company filed a claim for a refund of the consolidated income tax payment improperly ma<strong>de</strong> in the amount of Ps. 149,294, due to the invitation abovementioned. On November 12, <strong>20</strong>09, the tax authorities ma<strong>de</strong> a partial refund in the amount of Ps. 26,4<strong>20</strong>. Subsequently, the tax authority rejected to refund the remaining amount. In February <strong>20</strong>10, Management filed an appeal for annulment against that resolution. Management estimates that there are reasonable elements for obtaining a result favorable to the Company’s interests. F-49
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UNITED STATES SECURITIES AND EXCHAN
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TABLE OF CONTENTS PART I Item 1. Id
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Table of Contents In 2011, we conti
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Table of Contents ● Mexsana talcu
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Table of Contents Payments and Coll
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Table of Contents Information Techn
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Table of Contents In addition to th
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Table of Contents (3) In Mexico, ph
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Table of Contents (4) To calculate
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Table of Contents We also offer our
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Table of Contents Net Income. The G
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Property and equipment Our balance
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Table of Contents ● ● ● ● a
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Table of Contents ● ● ● ●
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(xxii) neither the execution of the
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(i) Insolvency. (i) If the Borrower
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(B) The Chilean Collateral Agent. (
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(iii) Neither the Chilean Collatera
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(h) Effective Term. Unless revoked
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(c) effective. Absent written notic
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This Credit Agreement is executed i
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The Chilean Collateral Agent: HSBC
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(c) If the Central Bank of Mexico s
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Joint and Several Obligations. (a)
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(6) defend, at its own cost and exp
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(5) the balance remaining after the
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In addition, articles Three, Four a
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(j) deliver, within five (5) days f
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Governing Law and Jurisdiction. Thi
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Servicios Corporativos Doctorgen, S
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Exhibit 12.2 CERTIFICATION I, Juan