Obligation NaviCorp 5.875% ( US63938CAB46 ) en USD

NaviCorp

100 % ▲

Etas-Unis

US63938CAB46 ( en USD )

5.875% par an ( paiement semestriel )

24/10/2024 - Obligation échue

Prospectus brochure de l'obligation Navient US63938CAB46 en USD 5.875%, échue

2 000 USD

500 000 000 USD

63938CAB4

B+ ( Très spéculatif )

Ba3 ( Spéculatif )

Navient est une société américaine de gestion de prêts étudiants et de services financiers aux consommateurs, issue de la scission de Sallie Mae en 2014.

L'Obligation émise par NaviCorp ( Etas-Unis ) , en USD, avec le code ISIN US63938CAB46, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/10/2024

L'Obligation émise par NaviCorp ( Etas-Unis ) , en USD, avec le code ISIN US63938CAB46, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par NaviCorp ( Etas-Unis ) , en USD, avec le code ISIN US63938CAB46, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424(b)(2)
424B2 1 d815548d424b2.htm 424(B)(2)
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-197516
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Proposed
Maximum
Title of each class of
to be
Maximum Offering
Aggregate
Amount of
securities to be registered

Registered

Price

Offering Price
Registration Fee(1)
5.000% Senior Notes due 2020

$500,000,000

99.365%

$496,825,000

57,731
5.875% Senior Notes due 2024

$500,000,000

99.075%

$495,375,000

57,563

(1) Calculated in accordance with Rule 456(b) and 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
(To Prospectus dated July 18, 2014)
NAVIENT CORPORATION
$500,000,000 5.000% Senior Notes due 2020
$500,000,000 5.875% Senior Notes due 2024

We are offering $500 million principal amount of our 5.000% Senior Notes due 2020, which we refer to in this prospectus supplement as our
"2020 notes," and $500 million principal amount of our 5.875% Senior Notes due 2024, which we refer to in this prospectus supplement as our
"2024 notes." We refer to each of the 2020 notes and the 2024 notes as a "series" of notes and collectively refer to the 2020 notes and 2024 notes as
the "notes."
We will pay interest on our 2020 notes on each April 26 and October 26, commencing April 26, 2015. We will pay interest on our 2024 notes
on each April 25 and October 25, commencing April 25, 2015. We may redeem the notes at our option and at any time, either as a whole or in part,
at the redemption prices described in this prospectus supplement.
The notes will be our senior unsecured debt and will rank equally with all of our existing and future unsecured and unsubordinated debt.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus
supplement, "Risk Factors" beginning on page 3 of the accompanying prospectus and those risk factors
incorporated by reference into this prospectus supplement and the accompanying prospectus from our
Information Statement filed with the Securities and Exchange Commission ("SEC") as part of our Form 10
(defined below) filed with the SEC on April 10, 2014, our quarterly reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 2014, and subsequent reports and registration statements filed
from time to time with the SEC.

Per 2020
Per 2024

Note

Total

Note

Total

Public offering price(1)

99.365%
$496,825,000
99.075%
$495,375,000
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424(b)(2)
Underwriting discount

0.875%
$
4,375,000
1.000%
$
5,000,000
Proceeds to Navient Corporation (before expenses)

98.490%
$492,450,000
98.075%
$490,375,000

(1)
Plus accrued interest, if any, from November 6, 2014, if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Obligations
of Navient Corporation and any subsidiary of Navient Corporation are not guaranteed by the full faith and credit of the United States of
America. Neither Navient Corporation nor any subsidiary of Navient Corporation is a government-sponsored enterprise or an
instrumentality of the United States of America.
The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company for the accounts
of its participants, including Clearstream and Euroclear, on or about November 6, 2014.

Joint Book-Running Managers

Credit Suisse

Deutsche Bank Securities
J.P. Morgan
RBC Capital Markets
Co-Managers

Barclays
BofA Merrill Lynch
Goldman, Sachs & Co.
RBS
The date of this prospectus supplement is November 3, 2014
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Forward-Looking Statements
S-ii
Summary
S-1
The Offering
S-3
Summary Historical Financial Data
S-5
Risk Factors
S-8
Use of Proceeds
S-11
Capitalization
S-12
Ratio of Earnings to Fixed Charges
S-13
Description of the Notes
S-14
United States Federal Income Tax Consequences to Non-U.S. Holders
S-26
Underwriting
S-29
Legal Matters
S-32
Experts
S-32
Where You Can Find More Information
S-33
Prospectus

Page
About This Prospectus

1
Forward-Looking Statements

1
About Navient Corporation

3
Risk Factors

3
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

4
Use of Proceeds

4
Securities We May Offer

5
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424(b)(2)
Description of Debt Securities

6
Description of Capital Stock

9
Description of Warrants

11
Description of Units

13
Plan of Distribution

14
Legal Matters

16
Experts

16
Where You Can Find More Information

16

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC using a shelf
registration process. Under the shelf registration process, we may offer, issue and sell any combination of debt securities, common stock, preferred
stock, warrants or units. In the accompanying prospectus, we provide you with a general description of the securities we may offer from time to
time under our shelf registration statement. In this prospectus supplement, we provide you with specific information about the notes that we are
selling in this offering. Both this prospectus supplement and the accompanying prospectus include important information about us, our debt
securities and other information you should know before investing in the notes. This prospectus supplement also adds, updates and changes
information contained in the accompanying prospectus. To the extent that any statement that we make in this prospectus supplement is inconsistent
with the statements made in the accompanying prospectus, the statements made in the accompanying prospectus are deemed modified or
superseded by the statements made in this prospectus supplement. You should read both this prospectus supplement and the accompanying
prospectus as well as additional information described under "Where You Can Find More Information" on page S-33 of this prospectus supplement
before investing in the notes.
You should rely only on the information incorporated by reference or provided in this prospectus supplement and the accompanying
prospectus or any free writing prospectus prepared by or on behalf of us. Neither we nor the underwriters have authorized anyone to
provide you with additional or different information. If anyone provided you with additional or different information, you should not rely
on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations
and prospects may have changed since those dates.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information incorporated by reference include forward-looking statements
relating to future events or our future results. These statements are forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to come within the safe harbor
protection provided by those sections. Generally, words such as "may," "will," "should," "could," "would," "anticipate," "expect," "intend,"
"estimate," "plan," "project," "continue," "goal" and "believe," or other variations on these and other similar expressions identify forward-looking
statements. Forward-looking statements are only predictions and, as such, are not guarantees of future performance and involve risks, uncertainties
and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events or our future financial
performance that may not prove to be accurate. These statements speak only as of the date they were made, and we undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Actual outcomes and
results may differ materially from what is expressed or implied in these forward-looking statements. The forward-looking statements, as well as
our prospects as a whole, are subject to risks and uncertainties, including, among others, the following: increases in financing costs; limits on
liquidity; increases in costs associated with compliance with laws and regulations; changes in accounting standards and the impact of related
changes in significant accounting estimates; any adverse outcomes in any significant litigation to which we are a party; credit risk associated with
our exposure to third parties, including counterparties to our derivative transactions; and changes in the terms of student loans and the educational
credit marketplace (including changes resulting from new laws and the implementation of existing laws). We could also be affected by, among
other things: changes in our funding costs and availability; reductions to our credit ratings or the credit ratings of the United States of America;
failures of our operating systems or infrastructure, as well as those of third-party

S-ii
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424(b)(2)
Table of Contents
vendors; damage to our reputation; failures to successfully implement cost-cutting and restructuring initiatives and adverse effects of such
initiatives on our business; changes in the demand for educational financing or in financing preferences of lenders, educational institutions,
students and their families; changes in law and regulations with respect to the student lending business and financial institutions generally;
increased competition; the creditworthiness of our customers; changes in the general interest rate environment, including the rate relationships
among relevant money-market instruments and those of our earning assets versus our funding arrangements; changes in general economic
conditions; and changes in the demand for debt management services.
For more information regarding these risks and uncertainties as well as certain additional risks that we face, investors should review the risks
described in this prospectus supplement and those incorporated by reference into the accompanying prospectus, including those risks detailed under
Item 1A, "Risk Factors" under our registration statement on Amendment No. 4 to Form 10 (Commission File No. 001-36228), filed with the SEC
on April 10, 2014 (the "Form 10"), our quarterly reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2014, and
subsequent reports and registration statements filed from time to time with the SEC.
Any forward-looking statement speaks only as of the date on which such statement is made and we do not intend to correct or update any
forward-looking statements, whether as a result of new information, future events or otherwise.
In reviewing any agreements incorporated by reference in this prospectus supplement or the accompanying prospectus, please remember they
are included to provide you with information regarding the terms of such agreement and are not intended to provide any other factual or disclosure
information about us. The agreements may contain representations and warranties by us, which should not in all instances be treated as categorical
statements of fact, but rather as a way of allocating the risk to one of the parties should those statements prove to be inaccurate. The representations
and warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are
subject to more recent developments. Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the
date they were made or at any other time.

S-iii
Table of Contents
SUMMARY
This summary highlights selected information more fully described elsewhere in this prospectus supplement and the accompanying
prospectus. This summary does not contain all of the information you should consider before investing in the notes. You should read this
prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference herein and
therein carefully, especially the risks of investing in the notes discussed in "Risk Factors" below and in the incorporated documents.
References herein to a fiscal year mean the fiscal year ended December 31.
Throughout the remainder of this prospectus supplement, except as otherwise indicated, references to "we," "us," "our," "Navient,"
"Navient Corporation," and the "Company" refer collectively to Navient Corporation and its consolidated subsidiaries.
Our Company
We are a loan management, servicing and asset recovery company.
We hold the largest portfolio of education loans insured or guaranteed under the Federal Family Education Loan Program ("FFELP
Loans"), as well as the largest portfolio of private education loans ("Private Education Loans"). FFELP Loans are insured or guaranteed by
state or not-for-profit agencies and are also protected by contractual rights to recovery from the United States pursuant to guaranty agreements
among the U.S. Department of Education (the "Department of Education") and these agencies. Private Education Loans are education loans to
students or their families that are non-federal loans and not insured or guaranteed under FFELP. Private Education Loans bear the full credit
risk of the customer and any cosigner and are made primarily to bridge the gap between the cost of higher education and the amount funded
through financial aid, federal loans or students' and families' resources. As of September 30, 2014, approximately 87 percent of the FFELP
Loans and 58 percent of the Private Education Loans held by us were funded to term with non-recourse, long-term securitization debt through
the use of securitization trusts.
We service our own portfolio of education loans, as well as those owned by banks, credit unions, nonprofit education lenders and the
Department of Education. We are one of four large servicers to the Department of Education under its Direct Student Loan Program ("DSLP").
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424(b)(2)
We provide asset recovery services on our own portfolio (consisting of both education loans as well as other asset classes), and for guaranty
agencies (which serve as intermediaries between the U.S. federal government and FFELP lenders and are responsible for paying claims on
defaulted FFELP Loans), the Department of Education and other clients.
As of September 30, 2014, our principal assets consisted of:

· $97.7 billion in FFELP Loans, with a student loan spread of 1.02 percent for the quarter ended September 30, 2014 on a "Core

Earnings" basis and a weighted average life of 7.5 years;

· $30.5 billion in Private Education Loans, with a student loan spread of 4.06 percent for the quarter ended September 30, 2014 on a

"Core Earnings" basis and a weighted average life of 7.1 years;

· a leading student loan servicing platform that services loans for more than 12 million DSLP Loan, FFELP Loan and Private

Education Loan customers (including cosigners), including 6.1 million customer accounts serviced under our contract with the
Department of Education; and

· a leading student loan asset recovery platform with an outstanding inventory of contingent asset recovery receivables of

approximately $16.0 billion, of which approximately $13.3 billion was student loans and the remainder was other debt.

S-1
Table of Contents
Company Information
Our principal executive offices are located at 300 Continental Drive, Newark, Delaware 19713. Our telephone number is (302) 283-
8000. Our website address is www.navient.com. Information on, or accessible through, our website does not constitute part of this prospectus
supplement or the accompanying prospectus.
For a further discussion of our business, we urge you to read the documents incorporated by reference herein, including our Form 10 and
our quarterly reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2014. See "Where You Can Find More
Information."

S-2
Table of Contents
THE OFFERING

Issuer
Navient Corporation

Securities Offered
$500 million aggregate principal amount of 5.000% Senior Notes due 2020; and
$500 million aggregate principal amount of 5.875% Senior Notes due 2024.
We will issue the notes as two series of debt securities under a base indenture, dated as
of July 18, 2014, between us and the Bank of New York Mellon, as trustee, as
supplemented by a supplemental indenture to be entered into between us and the trustee.

Maturity Date
The 2020 notes will mature on October 26, 2020; and the 2024 notes will mature on
October 25, 2024.

Interest Rate
2020 notes: 5.000% per year.

2024 notes: 5.875% per year.

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424(b)(2)
Interest Payment Dates
2020 notes: April 26 and October 26 of each year, commencing on April 26, 2015.

2024 notes: April 25 and October 25 of each year, commencing on April 25, 2015.

Optional Redemption
We may redeem each series of notes at our option, at any time in whole or from time to
time in part, at a redemption price equal to the greater of (1) 100% of the principal
amount of the series of notes to be redeemed and (2) the sum of the present value of the
remaining scheduled payments of principal and interest on such series of notes to be
redeemed (exclusive of interest accrued to the date of redemption) discounted to the date
of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-
day months) at the Treasury Rate plus 50 basis points with respect to the 2020 notes, and
50 basis points with respect to the 2024 notes plus, in each case, accrued and unpaid
interest thereon to the date of redemption. See "Description of Notes--Optional
Redemption."

Ranking
The notes will be our senior unsecured debt and will rank equally with all of our
existing and future unsecured and unsubordinated debt. The notes will be effectively
subordinated to all of our existing and future secured debt to the extent of the assets
securing that debt and to all the debt and other liabilities of our subsidiaries.
As of September 30, 2014, (i) we had an approximately $17.5 billion aggregate
principal amount of unsecured senior indebtedness outstanding with which the notes will
rank pari passu and (ii) our subsidiaries had no unsecured senior indebtedness
outstanding.

Further Issues
At any time and from time to time, without notice to or consent of the holders, we may
also issue additional debt securities of the same

S-3
Table of Contents
tenor, coupon and other terms of the notes (except for the issue date and public offering

price), so that such debt securities and a series of notes offered hereby together form a
single series.

Certain Covenants
The indenture governing the notes will contain covenants that limit our ability to
consolidate, merge or transfer all or substantially all of our assets. These covenants are
subject to important exceptions and qualifications, which are described in the
"Description of Notes" section of this prospectus supplement.

Use of Proceeds
We estimate that the net proceeds from this offering, after deducting underwriters'
discounts and estimated offering expenses of approximately $0.3 million, will be
approximately $982.5 million. We intend to use the net proceeds from this offering for
general corporate purposes.

United States Federal Income Tax Consequences to
You should consult your tax advisor with respect to the U.S. federal income tax
Non-U.S. Holders
consequences of owning each series of notes in light of your own particular situation and
with respect to any tax consequences arising under the laws of any state, local, foreign
or other taxing jurisdiction. See "United States Federal Income Tax Consequences to
Non-U.S. Holders."

Governing Law
The notes and the indenture will be governed by the laws of the state of New York.

Trustee, Registrar and Paying Agent
The Bank of New York Mellon.
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424(b)(2)

Risk Factors
See "Risk Factors" beginning on page S-8 of this prospectus supplement and other
information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus, including the section entitled "Risk Factors."

S-4
Table of Contents
SUMMARY HISTORICAL FINANCIAL DATA
You should read the summary historical consolidated financial data set forth below in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the related notes included in our
Form 10 and our quarterly report on Form 10-Q for the nine months ended September 30, 2014, each of which is incorporated by reference in
this prospectus supplement and the accompanying prospectus. We are treated as the "accounting spinnor" and therefore as the "accounting
successor" to SLM Corporation (as it existed prior to the spin-off transaction that was completed on April 30, 2014) and its consolidated
subsidiaries, which we refer to collectively, as Old SLM. As a result, the historical financial statements of Old SLM prior to April 30, 2014 are
the historical financial statements of Navient. For that reason, the historical financial information related to periods on or prior to April 30,
2014 presented below is that of Old SLM, which includes the consolidated results of both the loan management, servicing and asset recovery
business (now part of Navient) and the consumer banking business (now part of new SLM Corporation). We derived the following summary
historical financial statement data for the years ended December 31, 2011 through December 31, 2013 and the summary historical balance
sheet data for the years ended December 31, 2012 and December 31, 2013 from Old SLM's audited consolidated financial statements. We
derived the summary historical financial data for the nine months ended September 30, 2014 from our unaudited condensed consolidated
financial statements. In our opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as our
audited consolidated financial statements and include all adjustments (consisting of only normal recurring adjustments) necessary for a fair
presentation of the information set forth therein. The results for any interim period are not necessarily indicative of the results that may be
expected for a full fiscal year.

S-5
Table of Contents
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)
(Unaudited)

Nine Months Ended
Year Ended

September 30,

December 31,

2014

2013
2012
2011
Interest income:

FFELP Loans

$
638
$2,822
$3,251
$3,461
Private Education Loans

490
2,527
2,481
2,429
Other loans

2

11

16

21
Cash and investments

2

17

21

19

Total interest income

1,132
5,377
5,769
5,930
Total interest expense

508
2,210
2,561
2,401

Net interest income

624
3,167
3,208
3,529
Less: provisions for loan losses

140

839
1,080
1,295

Net interest income after provisions for loan losses

484
2,328
2,128
2,234

Other income (loss):

Gains on sales of loans and investments

--

302

--

(35)
Gains (losses) on derivative and hedging activities, net

108
(268)
(628)
(959)
Servicing revenue

81

290

279

283
Asset recovery revenue

65

420

356

333
Gains on debt repurchases

--

42

145

38
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424(b)(2)
Other

34

100

92

69

Total other income

288

886

244
(271)

Expenses:

Salaries and benefits

109

504

457

493
Other operating expenses

86

538

440

512

Total operating expenses

195
1,042

897
1,005
Goodwill and acquired intangible asset impairment and amortization expense

2

13

27

21
Restructuring and other reorganization expenses

14

72

11

12

Total expenses

211
1,127

935
1,038

Income from continuing operations, before income tax expense

561
2,087
1,437

925
Income tax expense

200

776

498

328

Net income from continuing operations

361
1,311

939

597
Income (loss) from discontinued operations, net of tax expense (benefit)

(2)

106

(2)

35

Net income

359
1,417

937

632
Less: net loss attributable to noncontrolling interest

--

(1)

(2)

(1)

Net income attributable to Navient Corporation

359
1,418

939

633
Preferred stock dividends

--

20

20

18

Net income attributable to Navient Corporation common stock

$
359
$1,398
$ 919
$ 615

Basic earnings per common share attributable to Navient Corporation:

Continuing operations

$
.87
$ 2.94
$ 1.93
$ 1.12
Discontinued operations

--

.24

--

.07

Total

$
.87
$ 3.18
$ 1.93
$ 1.19

Average common shares outstanding

415

440

476

517

Diluted earnings per common share attributable to Navient Corporation:

Continuing operations

$
.85
$ 2.89
$ 1.90
$ 1.11
Discontinued operations

--

.23

--

.07

Total

$
.85
$ 3.12
$ 1.90
$ 1.18

Average common and common equivalent shares outstanding

423

449

483

523

Dividends per common share attributable to Navient Corporation

$
.15
$
.60
$
.50
$
.30

S-6
Table of Contents
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share amounts)
(Unaudited)

September 30,
December 31,

2014

2013

2012

Assets

FFELP Loans (net of allowance for losses of $92, $119 and $159, respectively)

$
97,707
$104,588
$125,612
Private Education Loans (net of allowance for losses of $1,959, $2,097 and $2,171, respectively)

30,476
37,512
36,934
Investments

Available-for-sale

7

109

72
Other

615

783

1,010

Total investments

622

892

1,082
Cash and cash equivalents

1,942

5,190

3,900
Restricted cash and investments

3,683

3,650

5,011
Goodwill and acquired intangible assets, net

371

424

448
Other assets

5,544

7,287

8,273

Total assets

$
140,345
$159,543
$181,260

Liabilities

Short-term borrowings

$
5,994
$ 13,795
$ 19,856
Long-term borrowings

127,669
136,648
152,401
Other liabilities

2,526

3,458

3,937

Total liabilities

136,189
153,901
176,194

Commitments and contingencies

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424(b)(2)
Equity

Preferred stock, par value $0.20 per share, 20 million shares authorized

Series A: 0 million, 3.3 million and 3.3 million shares issued, respectively, at stated value of $50
per share

--

165

165
Series B: 0 million, 4 million and 4 million shares issued, respectively, at stated value of $100 per
share

--

400

400
Common stock, par value $0.01, $0.20 and $0.20 per share, respectively, 1.125 billion shares
authorized: 425 million, 545 million and 536 million shares issued, respectively

4

109

107
Additional paid-in capital

2,880

4,399

4,237
Accumulated other comprehensive income (net of tax (expense) benefit of $(4), $(7) and $3,
respectively)

8

13

(6)
Retained earnings

1,521

2,584

1,451

Total Navient Corporation stockholders' equity before treasury stock

4,413

7,670

6,354
Less: Common stock held in treasury at cost: 15 million, 116 million and 83 million, respectively

(257)
(2,033)
(1,294)

Total Navient Corporation stockholders' equity

4,156

5,637

5,060
Noncontrolling interest

--

5

6

Total equity

4,156

5,642

5,066

Total liabilities and equity

$
140,345
$159,543
$181,260

S-7
Table of Contents
RISK FACTORS
Any investment in the notes involves a high degree of risk. You should carefully consider the risks described below and all of the information
contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference
herein and therein before deciding whether to purchase the notes. In addition, you should carefully consider, among other things, the matters
discussed under "Risk Factors" in the Information Statement filed with the SEC as part of our Form 10, and in other documents that we
subsequently file with the SEC, all of which are incorporated by reference in this prospectus supplement and the accompanying prospectus. The
risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business,
financial condition and results of operations would suffer. The risks discussed below also include forward-looking statements and our actual
results may differ substantially from those discussed in these forward-looking statements. See "Forward-Looking Statements" in the
accompanying prospectus.
Risks Related to This Offering
Our debt is structurally subordinated to the debt and other liabilities of our subsidiaries.
The notes are obligations exclusively of Navient Corporation. We are a holding company and, accordingly, substantially all of our operations
are conducted through our subsidiaries. As a result, our debt is "structurally subordinated" to all existing and future debt, trade creditors, and other
liabilities of our subsidiaries. Our rights, and hence the rights of our creditors, to participate in any distribution of assets of any subsidiary upon its
liquidation or reorganization or otherwise would be subject to the prior claims of that subsidiary's creditors, except to the extent that our claims as a
creditor of such subsidiary may be recognized. The indenture that governs the notes does not restrict our or our subsidiaries' ability to incur
indebtedness, including secured indebtedness, to pay dividends or make distributions on, or redeem or repurchase our equity securities, or to
engage in highly leveraged transactions that would increase the level of our indebtedness.
We depend upon our subsidiaries to service our debt.
Our cash flow and our ability to service our debt, including the notes, is dependent upon the earnings of our subsidiaries. Our subsidiaries are
separate and distinct legal entities. They have no obligation to pay any amounts due under the notes or to provide us with funds for our payment
obligations. Payment to us by our subsidiaries will also be contingent upon our subsidiaries' earnings and other business considerations.
Our substantial indebtedness could adversely affect our financial condition.
We will have a substantial amount of indebtedness, which could limit our ability to obtain additional financing for working capital, capital
expenditures, stock repurchases, acquisitions, debt service requirements or other purposes. It may also increase our vulnerability to adverse
economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business operations or to our industry
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424(b)(2)
overall, and place us at a disadvantage in relation to our competitors that have lower debt levels. Any or all of the above events and/or factors
could have an adverse effect on our results of operations and financial condition.
We may issue additional notes.
Under the terms of the indenture that governs the notes, we may from time to time without notice to, or the consent of, the holders of the
applicable series of notes, create and issue additional notes of a new or existing series, which notes, if of an existing series, will be equal in rank to
the notes of that series in all material respects so that the new notes may be consolidated and form a single series with such notes and have the
same terms as to status, redemption or otherwise as such notes (except for the issue date and public offering price).

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Table of Contents
Redemption may adversely affect your return on your notes.
Each series of notes is redeemable at our option, and therefore we may choose to redeem either or both series of notes at times when
prevailing interest rates are relatively low. As a result, you may not be able to reinvest the proceeds you receive from the redemption in a
comparable security at an effective interest rate as high as the interest rate on your notes being redeemed. Our ability to redeem each series of notes
before the maturity date may affect the market value of such notes at any time when potential purchasers believe we are likely to redeem such
notes.
An active trading market for the notes may not develop.
Each series of notes is a new issue of securities for which there is no established trading market. We do not intend to apply for listing of either
series of notes on any securities exchange or for inclusion of either series of notes on any automated dealer quotation system. As a result, an active
trading market for each series of notes may not develop and any such market, if it were to develop, may not be liquid or sustainable for any period
of time. Future trading prices of each series of notes will depend on many factors, including, among other things, prevailing interest rates, the then-
current ratings assigned to such series of notes, the market for similar securities and our performance. Any trading market that develops would be
affected by many factors independent of and in addition to the foregoing, including:

· time remaining to the maturity of each series of notes;

· outstanding amount of each series of notes;

· the terms related to redemption of each series of notes; and

· level, direction and volatility of market interest rates generally.
The underwriters have advised us that they currently intend to make a market in each series of notes, but they are not obligated to do so and
may cease market-making at any time without notice, which could further negatively impact your ability to sell such notes or the prevailing market
price at the time you choose to sell.
A downgrade, suspension or withdrawal of the rating assigned by a rating agency to either series of notes, or changes in the financial and
credit markets, could cause the liquidity or market value of either series of notes to decline significantly.
We expect that each series of notes will be rated by one or more rating agencies. Any rating assigned to such series of notes may not remain,
may be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the
rating, such as adverse changes in our business, warrant a change to the rating assigned.
In addition, the condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate
in the future. Any ratings downgrade of a series of notes or further disruptions in the financial and credit markets and future fluctuations in these
markets and prevailing interest rates may have an adverse effect on the market value of the notes.
The provisions of the notes relating to change of control transactions will not necessarily protect you in the event of a highly leveraged
transaction.
The change of control provisions in the terms of the notes will not necessarily afford you protection in the event of a highly leveraged
transaction that may adversely affect you, including a takeover, reorganization, recapitalization, restructuring, merger or other similar transactions
involving us. These transactions may not involve a change in voting power or beneficial ownership or result in a downgrade in the ratings of any
series of notes, or, even if they do, may not necessarily constitute a Change of Control Triggering Event (as defined below) that affords you the
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