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

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Table of Contents Public Sector Pharmaceutical Distribution (Government Pharma) Our public sector customers consist of Mexican government institutions. The Mexican government has a vast network of hospitals, clinics and pharmacies on a national level, as well as specialized health institutions, that we serve. The government institutions that purchase products from us include: ● ● ● ● “ISSSTE” – The Instituto de Seguridad y Servicios Sociales para los Trabajadores del Estado, the health and social security institution for Mexican federal government employees; “PEMEX” – The hospitals and pharmacies operated by Petróleos Mexicanos, the Mexican national oil company and one of the largest employers in Mexico; “IMSS” – The hospitals and pharmacies of the Instituto Mexicano del Seguro Social, the health and social security institution for Mexican employees of private companies; and “State Health Institutions” – The hospitals, clinics and pharmacies of each of the States of Mexico. The government employees of the States of Mexico have the right to go to these institutions for their healthcare needs. Since the Mexican government generally buys directly from manufacturers through IMSS and ISSSTE, it is able to purchase at prices that are substantially lower than those paid by private entities. Our sales to IMSS, ISSSTE hospitals, State Health Institutions, and PEMEX are not in bulk and, therefore, are not offered at bulk prices. In addition, we deliver pharmaceutical products to ISSSTE Tiendas, the supermarket pharmacies operated by ISSSTE, at prices comparable to those prices we charge our large private sector customers. We are able to sell our pharmaceutical products to approximately 240 ISSSTE Tiendas at private sector prices because we can provide them with additional services and increased efficiency. Since our sales to ISSSTE Tiendas are not through the usual public sector channels, we classify them as private sector sales. Sales to PEMEX are at prices substantially lower than those for the private sector. Sales to IMSS are made also at prices substantially lower than those for the private sector and, in many cases, depend on the negotiations conducted with the laboratories for each specific product. The sales of our Government Pharma business division depend greatly on the contracts that we are able to obtain from our government institution clients, particularly ISSSTE, IMSS, PEMEX and other State Health Institutions. Our sales by the Government Pharma business division have tended to fluctuate from year to year since most of these government contracts are awarded through bidding processes on an annual basis. In the last three fiscal years we have experienced the following trends in our Government Pharma division. Sales for our Government Pharma division decreased by 12.4% in 2009, mainly as a result of a reduction in our sales to PEMEX. This reduction was primarily due to a lower participation in the bidding processes. In 2010, sales from this division increased 5.9%, primarily as a result of increased sales to IMSS as well as various state government health institutions. During 2011, sales from this division grew 26.0% due to a higher participation in bidding processes during the period with various federal and state government health institutions. We cannot assure that we will participate in future PEMEX (or other government) auction processes or that we will be awarded contracts with PEMEX or other governmental institutions similar to those we have had in previous years. Health, Beauty Aids, Consumer Goods, General Merchandise and Other Prior to 2004, we had separate divisions for General Merchandise and Other Products and Office Products. In 2004, however, as part of a strategic business decision, the Group decided to combine all three divisions under the name of “Health, Beauty Aids, Consumer Goods, General Merchandise and Other, or HBCG/Other Products.” The decision was made due to the diminishing sales of the General Merchandise and Other products, which together accounted for less than 1% of the Group’s total net sales. We distribute health and beauty aids as well as various consumer products that are typically sold through supermarkets, convenience stores, specialty stores and pharmacies in Mexico. The products distributed in this division consist principally of basic toiletries, food products and consumer goods, some of which are distributed on an exclusive basis, such as: 39
Table of Contents ● Mexsana talcum powders from Schering Plough (since 1999); ● The Sensual Tea (since 2004); ● Mustela products (since 2007); ● Costalitos, trash bags (since 2007); ● Aquanet, hair sprays and hair care products (since 2009); ● Jergen’s, hand and body creams (since 2009); ● Bioré, facial cleansing products (since 2009); ● John Frieda, hair care products (since 2009); ● Nature Made, dietary supplements and herbal products (since 2010); ● ACTII, microwaveable popcorn (since 2010); ● D’Stevia, natural sweetners (since 2010); ● CUREL (since 2011); ● Xiomega, Chia seed based nutritional supplements (since 2011); ● Xtraviril, (since 2011); ● Dream Water (since 2011); ● Vudu Shot, pheromone perfumes (since 2011); ● Finesse, shampoos (since 2011); ● Ardell, false eyelashes (since 2011); ● Nutrigomitas, children’s nutritional supplements (since 2011); and ● 2Life, toothbrushes, baby wipes and razors (since 2011). During 2011, we stopped distributing the Vanart lines of products, Maxell Xbatteries and computer accessories and Alcachofivida, a line of artichoke-based dietary supplements. In addition, we incorporated several additional brands into our product catalog, including Xiomega chia seed based nutritional supplements, Xtraviril energy pills for men, Dream Water natural sleep aid, Vudu Shot pheromone perfumes, the Finesse line of shampoos, Nutrigomitas children’s nutritional supplement and the 2Life line of basic toiletries. During the first quarter of 2012 we added CMD, a new line of herbal based vitamins and remedies. At times, we enter into short-term exclusive distribution agreements on a preliminary, experimental basis, in order to test the real demand for specific products. If upon the termination of these agreements we conclude that there is no significant demand for a specific product, we cease the distribution of such product. For this reason, in the normal course of business, products we distribute one year may not be distributed the next year. We are always seeking suppliers with whom we can enter into distribution agreements to distribute health and beauty aids, consumer goods, general merchandise and other products, so long as they provide acceptable margins. We cannot assure you that we will enter into distribution agreements to distribute any or all of these products at acceptable margin levels. 40
Page 1 and 2: UNITED STATES SECURITIES AND EXCHAN
Page 3 and 4: TABLE OF CONTENTS PART I Item 1. Id
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,
Page 29 and 30: Table of Contents On September 19,
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: Table of Contents To better serve s
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
Page 53 and 54: Table of Contents (4) To calculate
Page 55 and 56: Table of Contents We also offer our
Page 57 and 58: Table of Contents The devaluation o
Page 59 and 60: Table of Contents (****) Associates
Page 61 and 62: Table of Contents In January 2009 w
Page 63 and 64: Table of Contents In our Retail Pha
Page 65 and 66: Table of Contents Inflation and Int
Page 67 and 68: Table of Contents With the acquisit
Page 69 and 70: Table of Contents Results of Operat
Page 71 and 72: Table of Contents Net Income. The G
Page 73 and 74: Table of Contents On March 25, 2010
Page 75 and 76: Table of Contents Grupo Casa Saba i
Page 77 and 78: Table of Contents In the event that
Page 79 and 80: Table of Contents Grupo Casa Saba h
Page 81 and 82: Table of Contents Prior to the noti
Page 83 and 84: Property and equipment Our balance
Page 85 and 86: Labor obligations Our labor liabili
Page 87 and 88: Tax and legal contingencies We are
Page 89 and 90: FRS C-4. “Inventories” (FRS C-4
Page 91 and 92: 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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