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

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Table of Contents For a more detailed description of the Mexican private pharmaceutical market and our private pharmaceutical business, see “Item 4. Information on the Company— Business Overview—Pharmaceutical Industry”. The following table sets forth our net sales by division and the corresponding growth rates for each of our business divisions for the years indicated. Year Ended December 31, 2009 2010 2011 Pharmaceuticals: Private sector 22,377.4 24,335.4 21,497.2 % Growth 3.9% 8.8% (11.7)% Government 906.1 959.3 1,209.1 % Growth (12.4)% 5.9% 26.0% Health, Beauty, Consumer Goods, General Merchandise and Other Products 2,530.4 2,173.6 2,421.8 % Growth 0.4% -14.1% 11.4% Publications 753.4 835.5 792.6 % Growth 0.6% 10.9% -5.2% Retail Pharmacy 3,224.3 5,536.9 20,647.5 % Growth 26.3% 71.7% 272.9% Total 29,791.6 33,840.8 46,568.2 Total % Growth 4.9% 13.6% 37.6% indicated: The following table sets forth the net sales for each of our business divisions and our results of operations as a percentage of our total net sales for the years Year Ended December 31, 2009 2010 2011 Pharmaceuticals: - Private 75.11% 71.91% 46.16% - Government 3.04% 2.83% 2.60% Health, Beauty, Consumer Goods, General Merchandise & Other Products 8.49% 6.42% 5.20% Publications 2.53% 2.47% 1.70% Retail Pharmacy 10.82% 16.36% 44.34% Total 100% 100% Cost of Sales 89.2% 86.6% 81.2% Gross Profit 10.8% 13.4% 18.8% Operating expenses: - Selling expenses 3.1% 3.7% 2.9% - Administrative expenses 4.7% 7.7% 12.6% 7.8% 11.4% 15.5% Operating income 3.0% 2.0% 3.4% Comprehensive cost of financing, net 0.9% 0.8% 2.2% Other income 0.5% 0.3% 0.3% Income tax and employee profit sharing 0.7% 0.1% 0.7% Net income 0.9% 0.8% 0.2% For a more detailed description of each of our divisions, see “Item 4. Information on the Company—Operations”. 65
Table of Contents Results of Operations In accordance with Mexican FRS, Peso amounts presented below are expressed in nominal terms. As a result of the incorporation of FASA’s sales as of October 2010, the Group’s overall sales have increased. In 2011, the retail division posted gains versus its 2010 sales. This increase was primarily the result of an increase in the number of stores in Mexico and Chile as well as improvements in our efficiency at the store level. Year Ended December 31, 2011 Compared to Year Ended December 31, 2010 In September 2010, the company acquired 97.8% of Farmacias Ahumada, S.A. (FASA), a chain of more than 1,260 pharmacies with operations in Chile, Mexico and Peru. Therefore, GCS consolidated figures for 2010 incorporate three months figures of FASA. In 2011 the company consolidated 12 months of FASA, thus, comparison for the full year are not comparable. The majority of the 2011 figures are not comparable with those that were reported in previous years. The following chart describes the figures for GCS and FASA and the Consolidated net amount for 2011: Consolidated Group FASA Net amount (Amounts in millions of Mexican pesos) Net sales Ps. 46,568.2 Ps. 19,139.8 Ps. 27,428.4 Gross Profit 8,774.2 4,711.8 4,062.4 Operating income 1,566.4 522.0 1,044.4 Total Net Sales. Grupo Casa Saba’s total net sales amounted to Ps. 46,568.23 million for the year ended December 31, 2011, an increase of 37.61% as compared to the same period of 2010. The increase was primarily due to the addition of FASA’s sales. Excluding FASA, sales for GCS would have decreased 8.46%, due to lower sales to some supermarket chains, some regional and traditional clients, as well as lower sales from our publication division, Citem. This decrease is affected by the elimination of the sales from Casas Saba to Benavides (a subsidiary of FASA) which during 2011 accounted for $2,996.9 million and in 2010 for $723.94 (please note that this figure only reflects sales from Oct - December). However, this decrease was partially offset by an increase of 26% in sales from our Government Pharma business division due to a higher participation in bidding processes. Sales by Division: Net Private Pharma Sales. Net sales from our Private Pharma business division went from Ps. 24,335.4 million for the year ended December 31, 2010 to Ps. 21,497.2 million for the year ended December 31, 2011, a decrease of 11.7%, due to lower sales to some supermarket chains and some regional and traditional clients. This decrease was affected by the elimination of the sales from Casas Saba to Benavides (a subsidiary of FASA), which during 2011 accounted for $2,996.9 million and in 2010 for $723.94 (please note that this figure only reflects sales from Oct - December). As a result, this division’s sales represented 46.2% of the Group’s total net sales. Net Government Pharma Sales. Net sales from our Government Pharma business division rose 26% with respect to 2010, increasing from Ps. 959.3 million for the year ended December 31, 2010 to Ps. 1,209.1 million for the year ended December 31, 2011. The increase in sales reflects a higher participation in bidding processes during the period to various federal and state government health institutions. Government Pharma sales represented 2.6% of the Group’s total net sales in 2011. Net Health, Beauty, Consumer Goods, General Merchandise and Other Sales. Net sales from our Health, Beauty, Consumer Goods, General Merchandise and Other business division were Ps. 2,421.8 million for the year ended December 31, 2011 compared to Ps. 2,173.6 million for the year ended December 31, 2010. This increase was mainly due to a higher demand for these types of products in the different markets where we offer them. Net sales by this division represented 5.2% of our total 2011 net sales. Net Publication Sales. Net sales from our Publications business division decreased 5.2% due to the we received fewer copies of some magazine titles from some of our publishers, as well as a reduction in the overall number of publications distributed. Sales went from Ps. 835.6 million for the year ended December 31, 2010 to Ps. 792.6 million for the year ended December 31, 2011 and accounted for 1.7% of our total net sales. 66
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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 We caution you th
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Table of Contents Year ended Decemb
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Table of Contents To the extent tha
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Table of Contents We Provide Remote
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Table of Contents We Are a Holding
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Table of Contents Today, the market
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Page 19 and 20: Table of Contents Risk Factors Rela
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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
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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
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
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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
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Page 71 and 72: Table of Contents Net Income. The G
Page 73 and 74: Table of Contents On March 25, 2010
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Page 77 and 78: Table of Contents In the event that
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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
Page 93 and 94: Table of Contents Name and Date of
Page 95 and 96: Table of Contents Employee Profit S
Page 97 and 98: Table of Contents The Chairman of t
Page 99 and 100: Table of Contents All related party
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Page 103 and 104: Table of Contents The table below s
Page 105 and 106: Table of Contents ● ● ● ● a
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Page 109 and 110: Table of Contents Directors Under t
Page 111 and 112: Table of Contents Forfeiture of Sha
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Page 117 and 118: 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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