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

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Table of Contents Indebtedness As of December 31, 2011 the Group’s interest-bearing liabilities were Ps. 12,556.5 million and our net debt was Ps. 10,246.1 million. Since the majority of our debt is acquisition-related, our borrowing requirements are not particularly seasonal in nature. In August 2011, the company renegotiated the bridge loan that was executed on August 30, 2010 in the amount of Ps. 7,723.9 million. The loan term was extended for seven years, thus converting it into a long-term loan, which is now divided into two tranches. The shorter average life tranche has an average margin of TIIE + 2.25% while the longer average life tranche’s margin is TIIE+2.76%. Treasury Policies and Objectives Each of the three countries in which we have a presence operates its treasury independently and is responsible for meeting its established budgetary objectives. The Group has established corporate policies that vary, depending on the company’s needs and are in effect as long as they do not contradict the budgetary objectives for each country. Grupo Casa Saba’s Treasury departments operate under strict controls that include maintaining joint checking and electronic banking accounts (two signatures required), both of which operate with security measures, such as codes, and an accounting matching systems for check cashing in each of their respective systems (RP BaaN for Casa Saba and SAP for the Retail Division). In addition, payment made to providers and employee payroll are automated for electronic transfers as well as for account and payment amount reconciliation. The Group’s trade accounts payable departments are dependent on the Treasury department. Therefore, its information and the generation of payments originate from our BaaN and SAP systems, which enable us to maintain consistency between our established policies and procedures for our treasury and accounting departments. In terms of resource management, GCS’s considers its treasury policies to be conservative. Our investment policies require us to invest excess resources solely in local currency and highly liquid government instruments. In addition, the cash and credit lines that we have with a variety of banks are also strictly short-term, local currency denominated instruments that can then be used to meet our working capital needs. The Use of Financial Instruments for Hedging Purposes Within the course of its normal operations, the Company, through its subsidiaries Farmacias Benavides, S.A.B, de C.V and Farmacias Ahumada, engages in foreign currency transactions in which it is exposed to exchange rate risk. Therefore, these companies are permitted to use forward contract hedges to reduce these risks by establishing a fixed exchange rate for future transactions at a known cost. The subsidiaries are only allowed to hedge against exchange rate risks that are related to liabilities that are recognized on the balance sheet, firm contractual commitments and transactions that are highly likely to occur. These instruments are negotiated in the Over-the-Counter (OTC) market with nationally and internationally recognized banks and/or their affiliates. 73
Table of Contents In the event that there was a margin call, the Company would cover it by using cash generated from its normal business operations. To date, the Group has not received a margin call, although it does have and established credit line granted to it by the bank in order to cover any type of variation in the market value of current financial derivative instruments. In May 2007, Farmacias Benavides contracted eight USD-Euro forward contracts. In January and May 2009, the company entered into an additional five USD-MXP contracts and in December 2009 it contacted 12 more like contracts. In 2010, this subsidiary negotiated 12 more USD-MXP contracts and in February 2011 it contracted one USD-MXP forward. To date, Benavides has covered all of its financial derivative instruments in a timely manner. As of December 31, 2011, only one forward contract was still active as it came due in January 2012. November 2013. Farmacias Ahumada, S.A. currently has 8 outstanding short-term forward contracts which will all come due during 2012 and one forward contract that is due in Capital Expenditures Our distribution-related capital expenditures during 2011 were approximately Ps. 109.7 million, which consisted of Ps. 37.1 million for technology and computer equipment, and Ps. 72.5 million for other general expenditures. These expenditures are usually funded with cash from our operations. In the event that we need additional funds, we can use our available credit lines. Of the Ps. 274.6 million in capital expenditures that we used in the retail division throughout the course of 2011, Ps. 231.9 million were utilized for projects at the pointof-sale while Ps. 35.6 million were used for infrastructure projects. An additional Ps. 7.0 million was spent on improvements to the distribution centers. These projects are generally funded with cash from our operations. Research and Development, Patents and Licenses Not applicable 74
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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
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Table of Contents In August 2009, A
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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
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: Table of Contents Grupo Casa Saba i
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
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
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
Page 121 and 122: Table of Contents As a foreign priv
Page 123 and 124: Table of Contents Item 12. Item 12A
Page 125 and 126: 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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