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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT

ý Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

o
Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the Plan Year Ended December 31, 2002

Nature's Sunshine Products, Inc.
Tax Deferred Retirement Plan
(Full Title of the Plan)

Commission File No. 0-8707

Nature's Sunshine Products, Inc.
(Name of Issuer of the Securities Held Pursuant to the Plan)

75 East 1700 South
P.O. Box 19005
Provo, UT 84605-9005
(Address of Principal Executive Office)

        Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized.


 
 
Nature's Sunshine Products
Tax Deferred Retirement Plan

Date: June 11, 2003
 
By:
 
/s/  DOUGLAS FAGGIOLI      
Chief Operating Officer

i

NATURE'S SUNSHINE PRODUCTS, INC.
TAX DEFERRED RETIREMENT PLAN

FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS

DECEMBER 31, 2002 AND 2001

ii


CONTENTS

 
   Page

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
1

FINANCIAL STATEMENTS
 
 
 
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 
3
 
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 
4
 
NOTES TO FINANCIAL STATEMENTS
 
5

SUPPLEMENTAL INFORMATION
 
 
 
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
 
10

iii


REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

Plan Administrator and Trustee
Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan

        We have audited the accompanying statements of net assets available for benefits of Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan (the Plan), as of December 31, 2002 and 2001, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan as of December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.

        Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.


 
 
/s/  GRANT THORNTON LLP      

Provo, Utah
April 11, 2003

1

FINANCIAL STATEMENTS

2


Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,

 
   2002
   2001
Assets            
  Cash   $ 14,339   $ 433
  Investments, at fair value (Note D)     18,086,869     20,300,540
  Other receivable     1,419     —
  Contributions receivable            
    Participants     40,427     39,549
    Employer     32,951     32,490
   
 
     
Total assets
 
 
18,176,005
 
 
20,373,012

Liabilities—payables
 
 
9,924
 
 
8,915
   
 

Net assets available for benefits
 
$
18,166,081
 
$
20,364,097
   
 

The accompanying notes are an integral part of these statements.

3


Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS

Year ended December 31, 2002

Additions to net assets attributed to Interest and dividend income   $ 351,580  
  Contributions        
    Participants' salary deferrals     1,150,970  
    Employer     889,493  
   
 
     
Total additions
 
 
2,392,043
 
   
 

Deductions from net assets attributed to
 
 
 
 
  Benefits paid to participants     635,320  
  Net depreciation in fair value of investments (Note D)     3,954,739  
   
 
     
Total deductions
 
 
4,590,059
 
   
 
     
Net decrease
 
 
(2,198,016
)

Net assets available for benefits at beginning of year
 
 
20,364,097
 
   
 

Net assets available for benefits at end of year
 
$
18,166,081
 
   
 

The accompanying notes are an integral part of this statement.

4


Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan

NOTES TO FINANCIAL STATEMENTS

December 31, 2002 and 2001

NOTE A—DESCRIPTION OF PLAN

        The following description of the Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.

        Nature's Sunshine Products, Inc. (the Company) adopted the Plan effective October 13, 1986. The Plan is a defined contribution plan, which was established to provide employees with an opportunity to accumulate funds for retirement or disability and to provide death benefits for employees' dependents and beneficiaries. The Plan is subject to the Employee Retirement Income Security Act of 1974, as amended, (ERISA). Effective December 28, 1994, the Company amended and restated the Plan to comply with the Tax Reform Act of 1986. Effective October 18, 1999, the Company restated the Plan in conjunction with a change of third party administrators.

        Employees of the Company who are 18 years of age are eligible to participate in the Plan immediately upon hire. Each eligible employee is required to make an election in order to actively participate in the Plan.

        Eligible participants may contribute annually up to $11,000 in 2002 and $10,500 2001. Participants elect both the amount of salary deferral contributions and the allocation of the salary deferral contributions among the various participant-directed investment funds available within the Plan. Salary deferral contributions cannot exceed 10 percent of a participant's gross compensation subject to the limits of ERISA. Participants are 100 percent vested at all times in their salary deferral contributions and related earnings. The Company remits each participant's salary deferral contribution to the Plan on a biweekly basis. Participants may not make voluntary contributions to the Plan other than through salary deferral contributions, however, eligible participants are allowed to make catch-up contributions according to the Plan.

        The Company may make matching contributions at its discretion which are allocated to participants on a pro rata basis based on the ratio of their compensation for the year to total compensation for all participants. During 2002 and 2001, the Company matched employee contributions at a rate of 100 percent of such contributions up to a maximum of five percent of the employee's gross compensation.

        The Company may also make additional contributions to the Plan at its discretion. The amount contributed annually is determined by the Board of Directors of the Company. No such additional contributions were made to the Plan during 2002.

        Vesting in Company contributions occurs upon (1) completion of three years of service with the Company, (2) attaining the Plan's normal retirement age of 591/2, (3) death, or (4) disability.

5

        Benefits are normally paid upon retirement, death, disability, or other termination and may be paid in lump sums, installments over a designated period, or rolled over into an IRA or other retirement plan. Participants may withdraw funds from the Plan while actively employed for hardships subject to specific restrictions set forth in the Plan agreement.

        Although it has not expressed any intent to do so, the Company may terminate the Plan at any time subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. If the Plan is suspended or terminated, all participants shall be fully vested in their accounts, including employer contributions and related earnings.

        Net unrealized appreciation or depreciation caused by fluctuations in the market value of investments is reflected in the Statement of Changes in Net Assets Available for Benefits. Amounts invested earn interest and dividends, which in turn are reinvested in the participant's respective funds. Contributions are invested by the trustee as directed by the participants.

        The Company paid all administrative expenses of the Plan including legal and accounting fees during 2002 and 2001.

        Each participant's account is credited with the participant's contribution and an allocation of (a) the Company's contribution and (b) the participant's earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

        Additional Company contributions are allocated to individual participant accounts on a pro rata basis.

        Forfeited nonvested amounts are used to reduce future employer contributions. At December 31, 2002, forfeited nonvested accounts totaled $9,924 ($8,915 at December 31, 2001). In 2002, employer contributions were reduced by $42,586 from forfeited nonvested accounts.

6

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The financial statements of the Plan have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP) as applied to employee benefit plans, and in accordance with the Plan agreement.

        The preparation of financial statements in conformity with US GAAP, requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates.

        The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The Company's stock is valued at its quoted market price.

        Purchases and sales of securities are recorded on a trade-date basis. Income from interest and dividends is recorded on the accrual basis. Earnings and losses within each fund are allocated to participants based on their proportionate shares in the fund.

        Benefits are recorded when paid.

NOTE C—FEDERAL INCOME TAXES

        The Plan is subject to the ERISA, as amended, and certain provisions of the Internal Revenue Code (IRC). The Plan is intended to qualify under Section 401(a) of the IRC and prior to the latest Plan restatement the Internal Revenue Service has issued a favorable determination letter ruling dated June 17, 1995, that the Plan was designed in accordance with applicable IRC requirements as of the date of their letter. The Plan has been restated using a Merrill Lynch prototype plan document. Although a determination letter has not yet been issued, management believes that the Plan is currently designed and operated in accordance with applicable IRC requirements. As a result, the Plan has not provided for federal income taxes.

7


NOTE D—INVESTMENTS

        The following presents investments that represent five percent or more of the Plan's net assets at December 31:

 
   2002
   2001
Nature's Sunshine Products, Inc. common stock, 583,470 and 602,232 shares, respectively   $ 5,665,492   $ 7,070,203
Alliance Premier Growth Fund, 191,634 and 189,784 shares, respectively     2,633,051     3,856,412
Massachusetts Investors Trust Fund, 150,927 and 149,858 shares, respectively     1,942,436     2,484,642
Merrill Lynch Return Preservation Trust Fund, 2,865,543 and 2,265,373 shares, respectively     2,865,543     2,265,373
PIMCO Total Return Fund, 132,572 and 95,696 shares, respectively     1,414,544     1,000,985

        During 2002, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in fair value as follows:

Common stock   $ (1,208,335 )
Mutual funds     (2,746,404 )
   
 
  Net depreciation in fair value   $ (3,954,739 )
   
 

NOTE E—RELATED PARTY TRANSACTIONS

        Certain Plan investments are shares of mutual funds managed by Merrill Lynch Trust Company. Merrill Lynch Trust Company is the third party administrator as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

8

SUPPLEMENTAL INFORMATION

9


Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan
Employer Identification Number: 87-0327982
Plan Number: 003


ITEM 27a—SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

December 31, 2002

(a)



   (b)
Identity of issue, borrower, lessor, or similar party


   (c)
Description of investment including
maturity date, rate of interest, collateral, par
or maturity value
   (e)
Current
Value
*   Merrill Lynch Return Preservation Trust Fund   Money Market Fund   $ 2,865,543

*
 
Nature's Sunshine Products, Inc. Common Stock
 
Corporate Stock
 
 
5,665,492

 
 
Mercury HW International Value Distribution Fund
 
Mutual Fund
 
 
145,961

*
 
Merrill Lynch Fundamental Growth Fund
 
Mutual Fund
 
 
129,820

*
 
Merrill Lynch Basic Value Fund
 
Mutual Fund
 
 
22,966

*
 
Merrill Lynch Balanced Capital Fund
 
Mutual Fund
 
 
3,293

*
 
Merrill Lynch Bond High Income Fund
 
Mutual Fund
 
 
18,479

*
 
Merrill Lynch Global Allocation Fund
 
Mutual Fund
 
 
62,117

*
 
Merrill Lynch Equity Income Fund
 
Mutual Fund
 
 
547,371

 
 
Dreyfus Premier Balanced Fund
 
Mutual Fund
 
 
317,944

 
 
Franklin Mutual Beacon Fund
 
Mutual Fund
 
 
842,366

 
 
PIMCO Total Return Fund
 
Mutual Fund
 
 
1,414,544

 
 
PIMCO Stockplus Fund
 
Mutual Fund
 
 
22,369

 
 
Lord Abbett Developing Growth Fund
 
Mutual Fund
 
 
512,784

 
 
Van Kampen Emerging Growth Fund
 
Mutual Fund
 
 
722,345

*
 
Merrill Lynch US Government Mortgage Fund
 
Mutual Fund
 
 
56,068

 
 
Alliance Premier Growth Fund
 
Mutual Fund
 
 
2,633,051

 
 
Ivy International Fund
 
Mutual Fund
 
 
161,920

 
 
Massachusetts Investors Trust Fund
 
Mutual Fund
 
 
1,942,436

 
 
 
 
 
 

 
 
 
 
 
 
$
18,086,869

 
 
 
 
 
 
*
Party-in-interest

10



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CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31,
Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 2002
Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan NOTES TO FINANCIAL STATEMENTS December 31, 2002 and 2001
Nature's Sunshine Products, Inc. Tax Deferred Retirement Plan Employer Identification Number: 87-0327982 Plan Number: 003
ITEM 27a—SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 2002