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

Date: June 28, 2013

By:

/s/ Stephen M. Bunker

Executive Vice President, Chief Financial Officer and Treasurer of Nature’s Sunshine Products, Inc., and Member of the Governing Board which is the Plan Administrator

Report of Independent Registered Public Accounting Firm

1

Financial Statements

Statements of Assets Available for Benefits

2

Statement of Changes in Assets Available for Benefits

3

Notes to Financial Statements

4

Supplementary Schedule*

Schedule H, Part IV, Item 4i - Schedule of Assets (Held at End of Year)

11

2012

2011

Assets

Investments at fair value

$

37,028,724

$

34,553,181

Receivables:

Employee contributions

68,428

52,046

Employer contributions

109,485

20,549

Total receivables

177,913

72,595

Assets available for benefits at fair value

37,206,637

34,625,776

Adjustment from fair value to contract value for fully benefit-responsive investment contracts

(100,009

)

(102,340

)

Assets available for benefits, at contract value

$

37,106,628

$

34,523,436

Additions:

Investment income:

Net appreciation in fair value of investments

$

3,233,681

Interest and dividends

575,516

Total investment income

3,809,197

Contributions:

Employee

1,551,003

Employer

643,268

Total contributions

2,194,271

Total additions

6,003,468

Deductions:

Benefits paid to participants

3,419,515

Plan expenses

761

Total deductions

3,420,276

Net increase in assets available for benefits

2,583,192

Assets available for benefits:

Beginning of the year

34,523,436

End of the year

$

37,106,628

1.

Description of the Plan

The following brief description of the Nature’s Sunshine Products, Inc. Tax Deferred Retirement Plan (the “Plan”) provides only general information. Participants, and other users of the financial statements, should refer to the Plan document and summary plan description for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan established to provide retirement benefits to eligible employees of Nature’s Sunshine Products, Inc. (the “Company” or the “Employer”) and its domestic subsidiaries, Synergy Worldwide, Inc. and Nature’s Sunshine Products Direct, Inc., collectively. All full-time and part-time employees that are 18 years of age or older are eligible to participate in the Plan immediately upon hire. The Plan is intended to be a qualified retirement plan under the Internal Revenue Code (“IRC”) and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

Contributions

Eligible employees automatically become a participant and are enrolled into the Plan at a 5% deferral rate, unless the employee elects otherwise. Participants may change their deferral percentage of their eligible compensation up to 100%, not to exceed the IRC limits. Contributions are limited by the IRC, which established a maximum contribution of $17,000 ($22,500 for participants age 50 and older) for the year ended December 31, 2012. Employee contributions by highly compensated employees, as defined in the IRC, may be limited by the Plan Administrator. In 2012, highly compensated employees could contribute a percentage of their eligible compensation, not to exceed 6.4%.

For 2012, the Company matched the participants’ contributions to the Plan at 50% up to a maximum of 5% of their eligible compensation. Effective January 1, 2013, the Company raised the employer match to be 60% up to a maximum of 5% of eligible employee compensation.

The Plan permits rollovers to the Plan from certain types of retirement plans.

Participant Accounts

Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contributions, the Company’s matching contributions, and an allocation of investment earnings, and is charged with withdrawals, an allocation of investment losses and its share of any expenses of the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Participant-Directed Options for Investments

Participants direct the investment of their contributions and the Company matching contributions into various investment options offered by the Plan. Investment options include mutual funds and a common/collective trust fund. Participants may change their election or transfer monies between funds at any time.

Since March 2006, purchases of Company common stock under the Plan have been suspended. Participants with common stock of the Company in their accounts may direct the sale of the stock and the investment of the resulting monies into other investment options offered by the Plan.

Vesting

Participants are immediately vested in their contributions to the Plan plus actual earnings thereon. A participant is 100% vested in the employer contributions and related earnings after three years of qualifying service, upon attaining the Plan’s normal retirement age of 59½, or upon death or certain types of disability while an employee.

Payment of Benefits

The Plan provides for benefit distributions (either in installments or as a lump sum) to Plan participants or their beneficiaries of their vested account balance upon termination of employment, certain types of disability or attainment of age 59½ (retirement age) while employed by the Company. Vested benefits may also be rolled over into another eligible retirement plan.

If the value of a vested account is not greater than $1,000 when employment is terminated, the benefit will be distributed to the participant following the date of termination.

If the value of a vested account is not more than $5,000 and the participant does not elect to receive the distribution or roll it over to an eligible retirement plan, the Plan Administrator will automatically initiate a distribution to a Principal Financial Group Individual Retirement Rollover Account when employment is terminated.

The Plan provides that the remaining vested account balance of a Plan participant at death will be distributed in a lump sum to the beneficiary.

Hardship Withdrawals

Participants may withdraw all or part of their vested account balances, including voluntary contributions (but none of the income earned on such contributions after December 31, 1988), upon demonstration of a financial hardship subject to the requirements of the Plan. Hardship withdrawals are permitted based on the safe harbor rules.

Forfeitures

Forfeitures are first used to pay Plan administrative expenses and then used to reduce employer contributions. During the year ended December 31, 2012, the forfeiture account had investment gains of $613 and forfeitures utilized to reduce Company contributions totaled $18,500. Additional forfeitures that became available for general use for the year ended December 31, 2012 totaled $20,576. As of December 31, 2012 and 2011, the balance in the forfeiture account was $2,713 and $24, respectively.

Nature’s Sunshine Products, Inc. Common Stock Voting Rights

Each participant is entitled to exercise voting rights attributable to shares of Nature’s Sunshine Products, Inc. common stock allocated to his or her account and is notified prior to the time that such rights are to be exercised.

2.

Summary of Significant Accounting Policies

Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires Plan management to make estimates and assumptions that affect certain reported amounts of assets available for benefits at the date of the financial statements, the changes in assets available for benefits during the reporting period and, when applicable, the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates.

Investment Contracts

Fully benefit-responsive investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.

The Plan invests in investment contracts through a common/collective trust in the Union Bond & Trust Company Principal Stable Value Fund (the “Stable Value Fund”). The statements of assets available for benefits present the fair value of the investments in the collective trust as well as the adjustment of the investments in the common/collective trust from fair value to contract value relating to the investment contracts. The statement of changes in assets available for benefits is

prepared on a contract value basis.

Investment Valuation and Income Recognition

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 5 for disclosure of fair value measurements.

The Plan utilizes market data or assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally observable. The Plan primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Plan uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Plan is able to classify fair value balances based on the observance of those inputs into the fair value hierarchy levels as set forth in the fair value accounting guidance.

Net appreciation (depreciation) in the fair value of investments includes both realized and unrealized gains and losses. Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date. Investment earnings are automatically reinvested into the fund from which they were derived.

Following is a description of the valuation methodologies used for the Plan’s investment assets measured at fair value. There have been no changes in the methodologies used at December 31, 2012 and 2011.

·

Common stock: Valued at the closing price reported on the active market on which the individual securities are traded.

·

Mutual funds: Valued at the closing price reported on the active market on which the individual funds are traded.

·

Common collective trust fund: Valued based on the fair values of the net assets underlying the fund, which primarily consist of fixed income securities and investment contracts.

Level 1 inputs are quoted prices (unadjusted) in active markets that the Plan has the ability to access as of the reporting date and consist of investments in common stock and mutual funds. Level 2 inputs, which are inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly corroborated or observable as of the reporting date and generally use valuation methodologies, consist of a common/collective trust fund as discussed in “Investment contracts” above. The common/collective trust fund is a Level 2 asset as participants have the ability to redeem their investments at the contract value at that point in time. Level 3 inputs include significant pricing inputs that are generally less observable from objective sources. The Plan holds no Level 3 investments as of December 31, 2012 and 2011.

The preceding described methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Payment of Benefits

Benefits are recorded when paid by the Plan.

Administrative Costs

Principal Financial Group (“Principal”) direct expenses, some professional fees and certain administrative fees for participant communication and services, recordkeeping and benefit payment services are paid by the Plan. These expenses are borne by participants based on their investments in the Plan’s investment funds. Other administrative expenses and some professional fees are paid by the Company and are not reflected within these financial statements.

3.

Risks and Uncertainties

The Plan invests in various investment securities that are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statements of assets available for benefits.

As of December 31, 2012 and 2011, approximately 7% and 9%, respectively, of total Plan investments were held in Company common stock. This investment is exposed to market risk from changes in the fair market value of such shares.

4.

Investments

The Plan’s investments that represented 5% or more of the total Plan’s assets available for benefits as of December 31, 2012 and 2011 are as follows:

2012

2011

Principal LifeTime 2030 R5 Fund

$

4,653,269

$

3,973,360

Morley Financial Services Stable Value Fund

4,354,971

4,503,785

Principal LifeTime 2020 R5 Fund

3,991,836

5,262,462

Principal LifeTime 2040 R5 Fund

2,679,601

2,249,649

Nature’s Sunshine Products, Inc. Common Stock

2,533,244

3,036,418

Principal LifeTime 2010 R5 Fund

2,395,071

*

T. Rowe Price/Brown LargeCap Growth I R5 Fund

2,304,044

2,164,580

PIMCO Total Return A Fund

2,268,957

*

* Fund did not exceed 5% of total assets available for benefits as of December 31, 2011.

During 2012, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated/(depreciated) in fair value as follows:

2012

Common stock:

Nature’s Sunshine Products, Inc.

$

(181,778

)

Common/collective trust:

Union Bond & Trust Company Principal Stable Value Fund (at contract value)

54,236

Mutual funds:

Equity

1,132,157

Balanced

1,698,139

Fixed income

201,381

International equity

329,546

$

3,233,681

The Plan invests in a fully benefit-responsive investment contract through the stable value fund.  Union Bond & Trust Company, the trustee of the stable value fund, maintains the contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The objective of the stable value fund is to provide a diversified group of investments offering competitive levels of yield consistent with a stable fixed-income methodology. The stable value fund seeks to achieve this objective by investing in conventional, synthetic and separate account investment contracts issued by life insurance companies, banks and other financial institutions.

Market value events may limit the ability of the stable value fund to transact at contract value with the issuer. Such events may include but are not limited to: changes or amendments in fund administration, merger or consolidation of investors, group terminations or layoffs, implementation of an early retirement program, termination or partial termination of the fund, and failure to meet certain tax qualifications. Under the terms of agreement to participate in the stable value fund, withdrawals can be delayed up to 12 months upon request.  The stable value fund may grant withdrawal from the fund if there are sufficient cash assets to satisfy the request.  As of December 31, 2012, 16% of the stable value fund was in cash.

The contract value of the stable value fund at December 31, 2012 and 2011 was $4,254,962 and $4,401,445, respectively. The average yield earned based on actual earnings was 2% at December 31, 2012.

5.

Fair Value Measurements

U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).  For disclosures, U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels described below:

Level 1 - Unadjusted quoted prices in active markets for identical assets.

Level 2 - Inputs to the valuation methodology include:

·

Quoted prices for similar assets or liabilities in active markets;

·

Quoted prices for identical or similar assets or liabilities in inactive markets;

·

Inputs other than quoted prices that are observable for the asset or liability;

·

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following tables summarize the Plan’s financial assets that were accounted for at fair value on a recurring basis as of December 31, 2012 and 2011, and the fair value calculation input hierarchy level that the Plan has determined applies to each asset category:

Assets Measured at Fair Value on a recurring basis
as of December 31, 2012

Level 1

Level 2

Level 3

Total

Mutual funds:

Equity

$

8,681,550

$

¾

$

¾

$

8,681,550

Balanced

15,340,429

¾

¾

15,340,429

Fixed income

3,989,273

¾

¾

3,989,273

International equity

2,129,257

¾

¾

2,129,257

Common/collective trust

¾

4,354,971

¾

4,354,971

Common stock

2,533,244

¾

¾

2,533,244

Total assets at fair value

$

32,673,753

$

4,354,971

$

¾

$

37,028,724

Assets Measured at Fair Value on a recurring basis
as of December 31, 2011

Level 1

Level 2

Level 3

Total

Mutual funds:

Equity

$

8,230,057

$

¾

$

¾

$

8,230,057

Balanced

14,306,631

¾

¾

14,306,631

Fixed income

2,647,397

¾

¾

2,647,397

International equity

1,828,893

¾

¾

1,828,893

Common/collective trust

¾

4,503,785

¾

4,503,785

Common stock

3,036,418

¾

¾

3,036,418

Total assets at fair value

$

30,049,396

$

4,503,785

$

¾

$

34,553,181

6.

Plan Termination

Although it has not expressed any intention to do so, the Company has the right under the Plan document to amend or terminate the Plan subject to the terms of the Plan agreement and the provisions of ERISA.  In the event of Plan termination, participants will become 100% vested in their employer matching contributions and these contributions become non-forfeitable.

7.

Tax Status

The Company received a determination letter dated April 27, 2010, from the Internal Revenue Service (“IRS”), informing the Company that the Plan is designed in accordance with applicable sections of the IRC. The Company believes that the Plan continues to be designed and operated in compliance with the applicable requirements of the IRC and the trust established under the Plan is tax-exempt under the IRC.  Accordingly, an income tax provision is not recorded by the Plan.

Management evaluates tax positions taken by the Plan and recognizes a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would be sustained upon examination by taxing authorities.  Plan management has concluded that as of December 31, 2012, there are no uncertain tax positions that require either recognition or disclosure in the financial statements.  The Plan is subject to routine audits by taxing authorities for tax years for which the applicable statutes of limitations have not expired.  There are currently no audits of the Plan for any tax periods in progress.  Plan management believes it is no longer subject to income tax examinations for years prior to 2009.

8.

Party-in- Interest Transactions

Certain Plan investments include mutual funds and a common/collective trust fund managed by Principal. Principal has acted as the Plan trustee, and therefore is a party-in-interest.  While transactions involving Plan assets with a party-in-interest are usually prohibited, these transactions are exempt under ERISA Section 408(b)(8).

Transactions associated with the shares of common stock of the Company are also considered exempt party-in-interest transactions. The Plan sold 20,697 shares of the Company’s common stock during the year ended December 31, 2012.  As of December 31, 2012 and 2011, the Plan held 174,948 and 195,645 shares, respectively, of common stock of the Company.

9.

Contingencies

The Company’s U.S. federal income tax returns for 2009 through 2011 are open to examination for federal tax purposes. The Company has several foreign tax jurisdictions that have open tax years from 2006 through 2012. The IRS is currently conducting an audit of the Company’s U.S. federal income tax returns for the 2009 through 2011 tax years.

10.

Reconciliation of Financial Statements to Form 5500

The financial statements are prepared on the accrual basis of accounting and the Form 5500 is prepared on the cash basis of accounting.  In addition the stable value fund holds fully benefit-responsive investment contracts. The stable value fund is reported at contract value in the statement of changes in assets available for benefits and fair value in the Form 5500.  The following is a reconciliation of assets available for benefits of the financial statements to the Form 5500 as of and for the years ended December 31:

2012

2011

Assets available for benefits as presented in the financial statements

$

37,106,628

$

34,523,436

Employee contributions receivable

(68,428

)

(52,046

)

Employer contributions receivable

(109,485

)

(20,549

)

Adjustment from contract value to fair value for fully benefit- responsive investment contracts

100,009

102,340

Assets available for benefits as presented in Form 5500

$

37,023,724

$

34,553,181

The following is a reconciliation of the net increase in assets available for benefits per the financial statements to Form 5500 for the year ended December 31, 2012:

Net increase in assets available for benefits per the financial statements

$

2,583,192

Change in adjustment from fair value to contract value for fully benefit responsive investment contract

(2,331

)

Employee contributions receivable not recorded on the Form 5500 at December 31, 2011

52,046

Employer contributions receivable not recorded on the Form 5500 at December 31, 2011

20,549

Employee contributions receivable not recorded on the Form 5500 at December 31, 2012

(68,428

)

Employer contributions receivable not recorded on the Form 5500 at December 31, 2012

(109,485

)

Net income per the Form 5500

$

2,475,543

(a)

(b)

(c)

(d)

(f)

Party in

Identity of

Description of

Number of

(e)

Current

Interest

Issue

Investment

Units

Cost

Value

Common/ Collective Trust:

*

Morley Financial Services, Inc.

Union Bond & Trust Company Principal Stable Value Fund (contract value of $4,254,962)

230,620

**

$

4,354,971

Mutual Funds:

*

Principal Global Investors

Principal LifeTime 2030 R5 Fund

372,262

**

4,653,269

*

Principal Global Investors

Principal LifeTime 2020 R5 Fund

317,316

**

3,991,836

*

Principal Global Investors

Principal LifeTime 2040 R5 Fund

211,325

**

2,679,601

*

Principal Global Investors

Principal LifeTime 2010 R5 Fund

199,589

**

2,395,071

Capital Research and Management

T. Rowe Price/Brown LargeCap Growth I R5 Fund

238,021

**

2,304,044

PIMCO

PIMCO Total Return A Fund

201,865

**

2,268,957

Blackrock Advisors, LLC

Blackrock Equity Dividend A Fund

71,927

**

1,430,637

*

Principal Global Investors

Principal LargeCap S&P 500 Index R5 Fund

116,393

**

1,174,403

*

Edge Asset Management, Inc.

Columbia Acorn A Fund

37,319

**

1,095,685

Harbor Capital Advisors

Harbor International Inv Fund

14,497

**

892,279

Franklin Advisers, Inc.

Templeton Global Bond R Fund

65,782

**

880,157

*

Principal Global Investors

Principal International Emerging Markets R5 Fund

31,012

**

803,834

*

Principal Global Investors

Principal LifeTime 2050 R5 Fund

62,251

**

758,844

*

Principal Global Investors

Principal LifeTime Strategic Income R5 Fund

59,683

**

677,999

*

Principal Global Investors

Principal MidCap S&P 400 Index R5 Fund

34,694

**

521,447

*

Principal Global Investors

Principal Real Estate Securities R5 Fund

25,415

**

500,669

Capital Research and Management

American Funds Growth Fund of America R4 Fund

11,859

**

482,783

Fidelity Research & Management Co.

Fidelity Advisor Government Income T Fund

45,423

**

481,026

*

Principal Global Investors

Principal Diversified International R5 Fund

41,890

**

433,144

Fidelity Research & Management Co.

Fidelity Advisor High Income Advantage T Fund

34,485

**

357,607

Goldman Sachs / LA Capital Management

Goldman Sachs MidCap Value I R5 Fund

23,833

**

344,632

Heartland Mutual Funds

Heartland Value Plus Fund

11,251

**

334,048

*

Principal Global Investors

Principal SmallCap 600 Index R5 Fund

14,183

**

262,952

Lord Abbett & Co, LLC

Lord Abbett Dev Growth R3 Fund

11,670

**

230,250

*

Edge Asset Management, Inc.

SAM Flexible Income R5 Portfolio

10,690

**

126,462

*

Edge Asset Management, Inc.

SAM Conservative Growth R5 Portfolio

1,601

**

23,201

*

Edge Asset Management, Inc.

SAM Strategic Growth R5 Portfolio

1,162

**

18,566

*

Edge Asset Management, Inc.

SAM Balanced R5 Portfolio

934

**

12,700

*

Edge Asset Management, Inc.

SAM Conservative Balanced R5 Portfolio

260

**

2,880

Capital Research and Management

American Funds Capital World Bond R4 Fund

72

**

1,526

Total Mutual Funds

30,140,509