FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

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Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of each class of capital or common stock as of December 31, 2011 was: 265,419,360 Ordinary Shares, without par value. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes __ No X If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes __ No X Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not applicable Yes __ No __ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer __ Accelerated filer X Non-accelerated filer __ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP __ International Financial Reporting Standards as issued by the International Accounting Standards Board __ Other X If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 __ Item 18 X If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X
TABLE OF CONTENTS PART I Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 19 Item 4A. Unresolved Staff Comments 60 Item 5. Operating and Financial Review and Prospects 60 Item 6. Directors, Senior Management and Employees 89 Item 7. Major Shareholders and Related Party Transactions 95 Item 8. Financial Information 97 Item 9. Offer and Listing Details 98 Item 10. Additional Information 101 Item 11. Quantitative and Qualitative Disclosures about Market Risk 118 Item 12. Description of Securities Other than Equity Securities 120 Item 12A. Debt Securities 120 Item 12B. Warrants and Rights 120 Item 12C. Other Securities 120 Item 12D. American Depositary Shares 120 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 121 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 121 Item 15. Controls and Procedures 121 Item 16. [Reserved] 122 Item 16A. Audit Committee Financial Expert 122 Item 16B. Code of Ethics 122 Item 16C. Principal Accountant Fees and Services update 2010 122 Item 16D. Exemptions from the Listing Standards for Audit Committees 123 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 123 Item 16F. Change in Registrant’s Certifying Accountant 123 Item 16G. Corporate Governance 123 Item 16H. Mine Safety 125 PART III Item 17. Financial Statements 126 Item 18. Financial Statements 126 Item 19. Exhibits 126 i
Page 1: UNITED STATES SECURITIES AND EXCHAN
Page 5 and 6: Table of Contents We caution you th
Page 7 and 8: Table of Contents Year ended Decemb
Page 9 and 10: Table of Contents To the extent tha
Page 11 and 12: Table of Contents We Provide Remote
Page 13 and 14: Table of Contents We Are a Holding
Page 15 and 16: Table of Contents Today, the market
Page 17 and 18: Table of Contents Any future deprec
Page 19 and 20: Table of Contents Risk Factors Rela
Page 21 and 22: Table of Contents In August 2009, A
Page 23 and 24: Table of Contents In April of 2008,
Page 25 and 26: Table of Contents The Acquisition h
Page 27 and 28: Table of Contents On September 19,
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Page 31 and 32: Table of Contents At our annual gen
Page 33 and 34: Table of Contents We distribute the
Page 35 and 36: Table of Contents In our stores, we
Page 37 and 38: Table of Contents Prior to 2008, th
Page 39 and 40: Table of Contents In 2011, we conti
Page 41 and 42: Table of Contents To better serve s
Page 43 and 44: Table of Contents ● Mexsana talcu
Page 45 and 46: Table of Contents Payments and Coll
Page 47 and 48: Table of Contents Information Techn
Page 49 and 50: Table of Contents In addition to th
Page 51 and 52: 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 The devaluation o
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Table of Contents (****) Associates
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Table of Contents In January 2009 w
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Table of Contents In our Retail Pha
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Table of Contents Inflation and Int
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Table of Contents With the acquisit
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Table of Contents Results of Operat
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Table of Contents Net Income. The G
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Table of Contents On March 25, 2010
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Table of Contents Grupo Casa Saba i
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Table of Contents In the event that
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Table of Contents Grupo Casa Saba h
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Table of Contents Prior to the noti
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Property and equipment Our balance
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Labor obligations Our labor liabili
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Tax and legal contingencies We are
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FRS C-4. “Inventories” (FRS C-4
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Table of Contents As of the transit
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Table of Contents Name and Date of
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Table of Contents Employee Profit S
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Table of Contents The Chairman of t
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Table of Contents All related party
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Table of Contents Significant Chang
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Table of Contents The table below s
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Table of Contents ● ● ● ● a
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Table of Contents ● ● ● ●
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Table of Contents Directors Under t
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Table of Contents Forfeiture of Sha
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Table of Contents We are organized
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Table of Contents Ownership by non-
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Table of Contents ● Gain on sales
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Table of Contents We anticipate tha
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Table of Contents As a foreign priv
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Table of Contents Item 12. Item 12A
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Table of Contents During the review
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Table of Contents Since we are Mexi
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Table of Contents PART III Item 17.
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Table of Contents INDEX TO CONSOLID
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Table of Contents REPORT OF INDEPEN
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Table of Contents ATTESTATION REPOR
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Table of Contents Grupo Casa Saba,
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Table of Contents Grupo Casa Saba,
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Table of Contents NOTES TO THE CONS
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Table of Contents a) Through an ass
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Table of Contents Proforma condense
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Table of Contents 3. Significant ac
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Table of Contents The errors accoun
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Table of Contents Investments in as
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Table of Contents Effective 2011, t
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Table of Contents The Company recog
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Table of Contents The Group has cre
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Table of Contents In addition, the
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Table of Contents Foreign currency
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Table of Contents 8. Derivative fin
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Table of Contents 10. Goodwill, int
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Table of Contents At December 31, 2
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Table of Contents On January 25 and
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Table of Contents 13. Other payable
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Table of Contents 15. Foreign curre
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Table of Contents On December 18, 2
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Table of Contents c) Tax loss carry
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Table of Contents All significant t
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Table of Contents On December 7, 20
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Table of Contents ● ● For real
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Table of Contents 22. Differences b
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Table of Contents ii) For Mexican F
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Table of Contents At December 31, 2
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Table of Contents 23. Reconciliatio
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Table of Contents 24. Supplementary
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Table of Contents g) Quantitative a
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Table of Contents ● In October 20
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Table of Contents Page Representati
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CREDIT AGREEMENT (THIS “AGREEMENT
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(k) To the best of its knowledge, F
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(aa) Any and all funds used by it t
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“Authorized Officer” shall mean
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“Drawdown” shall mean each draw
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“Interest Payment Date” has the
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“Share Pledge Agreement” shall
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(g) The Lenders shall credit the am
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(e) If the Borrower defaults with a
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(iii) concurrently with the deliver
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(j) Maintenance of Property. The Bo
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(ii) To the extent permitted by the
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(ii) date thereof; Liens imposed by
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ARTICLE THIRTEEN. Conditions Preced
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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) If as a result of the amendment
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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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(k) Material Adverse Effect. If the
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Exhibit 4.3 SUMMARY OF THE IRREVOCA
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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
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FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

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