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

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Table of Contents This division represented 16.36% of the Company’s net sales in the 2010 fiscal year. Gross Profit. Grupo Casa Saba’s gross profit totaled Ps. 4,527.8 million for the year ended December 31, 2010, an increase of 40.4% as compared to Ps. 3,225.8 million for the same period in 2009. The improvement in the gross margin, which was 13.38% for the year ended December 31, 2010, as compared to 10.83% registered during the previous year, was primarily the result of higher margin sales from our Retail Pharmacy operations. FASA’s gross margin for 2010 was 24.7% which, due to the nature of the business, is higher than the margins in the distribution business. Operating Expenses. Our operating expenses totaled Ps. 3,853.1 million for the year ended December 31, 2010, an increase of 65.01% as compared to Ps. 2,335.1 million for the year ended December 31, 2009. This was mainly the result of the incorporation of FASA into our retail operations given that operating expenses, such as store rents, are generally higher in the retail business than they are in distribution due to the nature of the operations. Therefore, this figure is not comparable with the previous year. Consequently, operating expenses represented 11.39% of our total net sales for the year ended December 31, 2010. Operating Income. Operating income for the year ended December 31, 2010 was Ps. 674.7 million, a decrease of 24.3% as compared to Ps. 890.7 million for the year ended December 31, 2009. This was due to the increase in our operating expenses, as described above. As a result, our operating margin for year ended December 31, 2010 was 1.99%, compared to the margin of 2.99% for the year ended December 31, 2009. 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 2010 comprehensive financing cost, net remained the same as the previous year, at Ps. 262.2 million for both the year ended December 31, 2009 and for the year ended December 31, 2010. This increase was the result of the rise in our interest expense, which totaled Ps. 493.0 million in 2010, related to the acquisition of FASA compared to Ps. 264.5 million in 2009. However, this increase was partially offset by higher interest income earned, in the amount of Ps. 199.4 million, compared to Ps. 5.1 million in 2009, as well as an exchange rate gain of 31.4 million as discussed in our consolidated statement of income. Tax Provisions. Provisions for taxes for the year ended December 31, 2010 was Ps. 48.3 million, a decrease of 77.2% as compared to Ps. 211.9 million for the year ended December 31, 2009. Income tax for the year ended December 31, 2010 amounted to Ps. 386.4 million, 12.42% greater than the income tax provisions for the year ended December 31, 2009, and which was partially offset by the deferred income tax of Ps. 338.0 million. Net Income. The Group’s net income for the year ended December 31, 2010 amounted to Ps. 270.0 million, a decrease of 3.6% as compared to Ps. 280.2 million for the year ended December 31, 2009. This decline was primarily due to the increase in our operating expenses which was not offset by the higher gross profit. Liquidity and Capital Resources In May 2008, to finance the acquisition of Drogasmil, we entered into a long-term loan with Scotiabank Inverlat for an aggregate amount of up to Ps. 1,210 million, which has to be repaid monthly at the TIIE rate plus 0.75 percentage points for a term of seven years, with a grace period of 12 months. As of December 31, 2009, we had drawn the full amount under the loan. The obligations under such agreement were guaranteed by the Company and our subsidiary, Drogueros, S.A. de C.V. 69
Table of Contents On March 25, 2010, Casa Saba entered into a credit agreement with Scotiabank Inverlat, S. A. to liquidate the bank loans payable by Drogarias. On March 26, 2010, Casa Saba drew down this credit in the amount of Ps. 520 million and on October 3, 2010 Casa Saba prepaid this loan with part of the proceeds from the Acquisition Loan. On August 30, 2010, the Company entered into the Acquisition Loan. Certain subsidiaries of the Company executed the Acquisition Loan as joint obligors. HSBC Mexico and HSBC Bank (Chile) were appointed as collateral agents in the respective countries. The Acquisition Loan bears interest at the TIIE rate plus a margin. However, under the Acquisition Loan the Company had to pay each Lender the principal amount of the Acquisition Loan, in a single payment, twelve (12) months after the disbursement date, unless the Acquisition Loan term was extended to an additional seven year period. The obligations under the credit agreement are guaranteed by the Company and the majority of the subsidiaries. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk.” and Note 23(g) to our consolidated financial statements. As publicly disclosed by the Company on August 10, 2011, we entered into an Amendment Agreement with regard to the Acquisition Loan, which extended the loan term for seven years. The effectiveness of such Amendment Agreement was subject to the satisfaction of certain conditions precedent, all of which were satisfied by GCS in September 2011. The Amended and Restated Acquisition Loan includes the affirmative and negative covenants that are customary for this type of transactions. As of December 31, 2011, the Distribution Division had arranged for short-term revolving credit lines for a total aggregate principal amount of Ps. 2,110.0 million with the following lenders: Banco Santander S.A. Institución de Banca Múltiple, Grupo Financiero Santander, BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, Banco Autofín México, S.A. Institución de Banca (Mi Banco), Banco Ve por Más, Financiera Bajío, IXE Banco and Banca Mifel. In addition, the Mexican Retail Division had a total aggregate principal amount of Ps. 423.5 in short-term credit facilities with the following lenders: BBVA Bancomer, S.A., Institución de Banca Multiple, Grupo Financiero BBVA Bancomer, HSBC Mexico, S.A. and Banco Inbursa, S.A. These facilities may each be accessed depending on our cash flow requirements. The Company does not provide guarantees for any of these facilities. The loans made under these facilities bear interest at variable rates depending on the Equilibrium Interbank Interest Rate (TIIE) published periodically by Banco de México plus an average of approximately 2.5 percentage points. The basis points which will be added to TIIE depend on negotiations and prevailing market conditions. In Chile, for the year ended December 31, 2011 Farmacias Ahumada, S.A. had arranged for short-term revolving credit lines for a total aggregate principal amount of Ps. 773.3 million with the following lenders: BBVA, Bancomer, S.A., Banco de Chile, Banco Estado, Banco Santander, S.A. and Banco CorpBanca, S.A. As is the case in Mexico, these facilities may each be accessed depending on our cash flow requirements and the Company does not provide guarantees for any of these facilities. The loans made under these facilities are negotiated with fixed rates that average approximately 7.2%. As of December 31, 2011, our Brazilian subsidiary, CSB Drogarias, had arranged for short-term revolving credit lines for a total aggregate principal amount of Ps. 186.4 million with the following lenders: Banco Santander, S.A., Banco Bradesco, S.A. and Banco Itaú, S.A. The loans made under these facilities are negotiated with fixed rates that average approximately 1.4%. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk.” and Note 23(g) to our consolidated financial statements for additional information regarding market risks. See Note 12 to our consolidated financial statements for further description of our indebtedness. 70
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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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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
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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
Page 69 and 70: Table of Contents Results of Operat
Page 71: Table of Contents Net Income. The G
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
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
Page 107 and 108: Table of Contents ● ● ● ●
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
Page 115 and 116: Table of Contents Ownership by non-
Page 117 and 118: Table of Contents ● Gain on sales
Page 119 and 120: Table of Contents We anticipate tha
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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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