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

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Table of Contents Retail Pharmacy Sales. This division was created as a result of the FASA acquisition given that, due to its size and scope, our retail pharmacy operations became much more significant than they were in previous years. Net sales from our Retail Pharmacy business division totaled Ps. 20,647.5 million in 2011, and are not comparable with the 2010 figures given that, in that year, we consolidated only three months of FASA. Our sales by country are as follows: in Mexico, our “Benavides” chain increased its sales 5.2% in 2011 with respect to 2010, as a result of new commercial strategies that were put into place since the acquisition of FASA. In addition our “Farmacias ABC” chain’s sales decreased 2.5%, mainly due to lower sales to institutional clients in Mexico. In Chile, “Farmacias Ahumada” sales decreased 0.4% reflecting a highly competitive environment and a delayed expansion program that took effect in the fourth quarter of 2011. In Peru, “Boticas Fasa” was deconsolidated given that it was sold during the first quarter of 2012. Finally, in Brazil “Drogasmil” sales grew 26.2%, as a result of new store openings and a new and more aggressive commercial strategy. The Retail Pharmacy division accounted for 44.3% of total 2011 net sales. Gross Profit. Grupo Casa Saba’s gross profit totaled Ps. 8,774.2 million for the year ended December 31, 2011, an increase of 93.8% as compared to Ps. 4,527.8 million for the same period of 2010. The increase reflects a full 12 months consolidating FASA, compared to 2010 when we only consolidated three months of FASA. The previously mentioned 2011 gross profit led to an improvement in the gross margin, which was 18.84% for the year ended December 31, 2011, compared to the margin of 13.38%, registered in 2010. The higher gross margin was the result of the sales from our Retail Pharmacy operations which, due to the nature of the business, is higher than the margins obtained in the distribution businesses. Operating Expenses. Our operating expenses totaled Ps. 7,207.8 million for the year ended December 31, 2011, an increase of 87.1% as compared to Ps. 3,853.1 million for the year ended December 31, 2010. This was mainly the result of the incorporation of FASA and, therefore, is not comparable. Operating expenses in FASA, due to the nature of its retail business, are higher than in the wholesale business. As a result, this figure is also not comparable with the previous year. Excluding FASA, operating expenses were 2.8% higher than in 2010, primarily as a result of salary increases. However, operating efficiencies partially offset this increase. Consequently, operating expenses represented 15.48% of our total net sales for the year ended December 31, 2011. Operating Income. Operating income for the year ended December 31, 2011 was Ps. 1,566.5 million, an increase of 132.2% as compared to Ps. 674.7 million for the year ended December 31, 2010. As a result, our operating margin for the year ended December 31, 2011 was 3.36%, compared to a margin of 1.99% for the year ended December 31, 2010. Comprehensive Financing Cost, Net. Pursuant to Mexican FRS, we report four items within this line item: interest expense, interest income, foreign exchange (gain) loss and the (gain) loss on net monetary position. Foreign exchange losses (or gains) arise primarily from U.S. Dollar-denominated position or loans as the Peso devalues or appreciates against the U.S. Dollar. The gain or loss on the net monetary position reflects the effect of inflation on monetary assets and liabilities. Monetary gains arise from holding a net monetary liability position during periods of inflation, while monetary losses arise from holding a net monetary asset position during periods of inflation. Since January 1, 2008 we ceased inflation accounting pursuant to Mexican FRS. Our 2011 comprehensive financing cost was Ps. 1,040.1 million, 296.6% higher than the $262.2 million reported during the 2010 fiscal year. This increase was mainly the result of the increase in our interest expense, which totaled Ps. 1,028.6 million in 2011, and is related to the loan for the acquisition of FASA. In 2010, interest expenses totaled Ps. 493.0 million. Tax Provisions. Provisions for taxes for the year ended December 31, 2011 were Ps. 312.4 million, an increase of 547.4%, as compared to Ps. 48.26 million for the year ended December 31, 2010. Income tax for the year ended December 31, 2011 amounted to Ps. 744.7 million, which was partially offset by a deferred income tax of Ps. 432.2 million. 67
Table of Contents Net Income. The Group’s net income for the year ended December 31, 2011 amounted to Ps. 77.0 million, a decrease of 71.5% as compared to Ps. 270.1 million for the year ended December 31, 2010. This decline was primarily due to the increase in interest paid and higher income tax payments. Year Ended December 31, 2010 Compared to Year Ended December 31, 2009 Prior to 2010, Grupo Casa Saba entered an expansionary stage as part of its strategy to increase the Company’s profitability. Since then, the Group has completed acquisitions in several South American countries, beginning in May 2008 with the acquisition of the Brazilian pharmacy chain Drogasmil (currently known as Casa Saba Brasil). 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 and, as a result, has reclassified its divisions in accordance with this strategy, creating a new division known as “Retail Pharmacy.” As a result, the majority of the 2010 figures are not comparable with those that were reported in previous years. The impact of the acquisition in 2010 was as follows: Consolidated Group FASA Net amount (Amounts in millions of Mexican pesos) Net sales Ps. 33,840.8 Ps. 3,877.5 Ps. 29,963.2 Gross Profit 3,538.0 989.8 2,548.2 Operating income 601.4 73.2 528.2 Total Net Sales. Grupo Casa Saba’s total net sales amounted to Ps. 33,840.8 million for the year ended December 31, 2010, an increase of 13.59% as compared to the same period of 2009. The increase was primarily due to the addition of the sales of FASA. Sales by Division: Net Private Pharma Sales. Net sales from our Private Pharma business division went from Ps. 22,377.4 million for the year ended December 31, 2009 to Ps. 24,335.4 million for the year ended December 31, 2010, an increase of 8.8%. Net Government Pharma Sales. Net sales from our Government Pharma business division increased during 2010, from Ps. 906.1 million for the year ended December 31, 2009 to Ps. 959.3 million for the year ended December 31, 2010. The increase in sales reflects a higher participation in bidding processes during the period to the IMSS as well as various state government health institutions. As a result, this division’s sales represented 2.83% of the Group’s total net sales. 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. 2,530.44 million for the year ended December 31, 2009 compared to Ps. 2,173.6 million for the year ended December 31, 2010. Net sales by this division represented 6.42% of our total net sales compared to 8.49% in 2009. Net Publication Sales. Net sales from our Publications business division also posted strong gains, from Ps. 753.4 million for the year ended December 31, 2009 to Ps. 835.5 million for the year ended December 31, 2010 and accounted for 2.47% of our total net sales for the year ended December 31, 2010. This result was primarily due to the increase in sales in specialty title and collector’s item sales related to the World Cup sporting event. Retail Pharmacy Sales. This division was created as a result of the FASA acquisition given that, due to its size and scope, our retail pharmacy operations became much more significant than they were in previous years. Net sales from our Retail Pharmacy business division totaled Ps. 5,536.9 million in 2010, an increase of 71.7% versus the Ps. 3,224.3 million in 2009. The increase in sales was due to the acquisition of FASA. 68
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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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Table of Contents Any future deprec
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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 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
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
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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
Page 101 and 102: Table of Contents Significant Chang
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
Page 113 and 114: Table of Contents We are organized
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Page 117 and 118: Table of Contents ● Gain on sales
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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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