Obligation NaviCorp 5.875% ( US63938CAC29 ) en USD

NaviCorp

100 % ⇌

Etas-Unis

US63938CAC29 ( en USD )

5.875% par an ( paiement semestriel )

25/03/2021 - Obligation échue

Prospectus brochure de l'obligation Navient US63938CAC29 en USD 5.875%, échue

2 000 USD

645 154 000 USD

63938CAC2

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 US63938CAC29, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/03/2021

L'Obligation émise par NaviCorp ( Etas-Unis ) , en USD, avec le code ISIN US63938CAC29, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par NaviCorp ( Etas-Unis ) , en USD, avec le code ISIN US63938CAC29, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d361886d424b2.htm 424B2
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
Aggregate
Amount of
securities to be registered

Registered

Offering Price

Offering Price
Registration Fee(1)
5.875% Senior Notes due 2021

$93,044,000

100%

$93,044,000

$10,783.80

(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
$93,044,000 5.875% Senior Notes due 2021

We are offering directly to several, non-affiliated investors an additional $93,044,000 principal amount of our 5.875% Senior Notes due
March 25, 2021. The terms of the notes, other than their issue date and public offering price, will be identical to the terms of the $500,000,000
principal amount of 5.875% Senior Notes due March 25, 2021 offered and sold pursuant to our prospectus supplement dated March 25, 2015 and
the accompanying prospectus. The notes offered by this prospectus supplement and the accompanying prospectus will have the same CUSIP
number as the other notes of the same series and will trade interchangeably with notes of the same series immediately upon settlement. Upon
consummation of this offering, the aggregate principal amount outstanding of our 5.875% Senior Notes due March 25, 2021, including the notes
offered hereby, will be $593,044,000.
The notes will mature on March 25, 2021. We will pay interest on the notes on March 25 and September 25 of each year. We may redeem the
notes at our option and at any time, either as a whole or in part, at the redemption price 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-5 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 Annual Report on Form 10-K for the year ended December 31, 2016 and subsequent reports and
registration statements filed from time to time with the U.S. Securities and Exchange Commission ("SEC").

Per Note
Total

Public offering price(1)

100%
$93,044,000

(1)
Plus accrued interest, if any, from September 25, 2016.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
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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 notes will be delivered 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 March 17, 2017.

The date of this prospectus supplement is March 14, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
SUMMARY
S-2
THE OFFERING
S-3
RISK FACTORS
S-5
USE OF PROCEEDS
S-8
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
S-9
WHERE YOU CAN FIND MORE INFORMATION
S-12
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
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
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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-12 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. We have not 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. We are not 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.

S-1
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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, 2016.
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 Fortune 500 company that provides asset management and business processing services to education, health care and
government clients at the federal, state and local levels. We help our clients and millions of Americans achieve financial success through our
services and support. Headquartered in Wilmington, Delaware, we employ team members in Western New York, Northeastern Pennsylvania,
Indiana, Tennessee, Texas, Virginia and other locations.
We hold the largest portfolio of education loans insured or federally guaranteed under the Federal Family Education Loan Program. We
also hold the largest portfolio of private education loans. We service our own portfolio of education loans, as well as education loans owned by
the United States Department of Education ("ED"), financial institutions and nonprofit education lenders. We are one of the largest servicers
to ED under its Direct Student Loan Program. Our data-driven insight, service and innovation support customers on the path to successful
education loan repayment.
We also provide business processing services to education-related clients, such as guaranty agencies and colleges and universities.
Finally, we leverage our scale and expertise to provide additional business processing services to a variety of other clients, including
federal agencies, state and local governments, regional authorities, courts, hospitals, health care systems and other health care providers,
financial service providers and municipalities.
For all our clients, we aim to improve their financial performance, optimize their operations and maintain compassionate, compliant
service for their customers and constituents.
Company Information
Our principal executive offices are located at 123 Justison Street, Suite 300, Wilmington, Delaware 19801. 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 Annual
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Report on Form 10-K for the year ended December 31, 2016. See "Where You Can Find More Information."

S-2
Table of Contents
THE OFFERING

Issuer
Navient Corporation.

Securities Offered
$93,044,000 aggregate principal amount of 5.875% Senior Notes due 2021.

We will issue the notes 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 notes will mature on March 25, 2021.

Interest Rate
5.875% per year.

Interest Payment Dates
March 25 and September 25 of each year, commencing March 25, 2017.

Optional Redemption
We may redeem the 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 notes to be redeemed and (2) the sum of the present value of the remaining
scheduled payments of principal and interest on the 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, plus, in each case, accrued and unpaid interest
thereon to the date of 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 December 31, 2016, (i) we had an approximately $13.7 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 tenor, coupon and other terms of the
notes (except for the issue date and public offering price), so that such debt securities
and the 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. We urge you to read the indenture
and the notes because they, not this description, define your rights as holders of the
notes.

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S-3
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Use of Proceeds
We estimate that the net proceeds from this offering, after deducting estimated offering
expenses of approximately $100,000, will be approximately $92.9 million. We intend to
use the net proceeds from this offering for debt repurchases, and the remainder, if any,
for general corporate purposes.

Certain United States Federal Income Tax
You should consult your tax advisor with respect to the U.S. federal income tax
Consequences
consequences of owning the 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 "Certain United States Federal Income Tax
Consequences."

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.

Risk Factors
See "Risk Factors" beginning on page S-5 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
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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 (i) "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016, (ii) "Legal Proceedings" in our
Annual Report on Form 10-K for the year ended December 31, 2016 and (iii) in other documents that we file from time to time 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.
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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
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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Redemption may adversely affect your return on your notes.
The notes are redeemable at our option, and therefore we may choose to redeem the 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 the notes before the maturity date may affect the
market value of the notes at any time when potential purchasers believe we are likely to redeem the notes.
An active trading market for the notes may not develop.
We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes on any automated dealer quotation
system. As a result, an active trading market for the 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 the notes will depend on many factors, including, among other things, prevailing interest
rates, the then-current ratings assigned to the 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 the notes;

· outstanding amount of the notes;

· the terms related to redemption of the notes; and

· level, direction and volatility of market interest rates generally.
A downgrade, suspension or withdrawal of the rating assigned by a rating agency to the notes, or changes in the financial and credit markets,
could cause the liquidity or market value of the notes to decline significantly.
Any rating assigned to the notes by one or more rating agencies 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 the 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
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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 the
notes, or, even if they do, may not necessarily constitute a change of control triggering event under the terms of the notes that affords you the
protections described in this prospectus supplement. As a result, we could enter into any such transaction even though the transaction could
increase the total amount of our outstanding indebtedness, adversely affect our capital structure or credit rating or otherwise adversely affect the
holders of the notes. Subject to certain exceptions in the change of control provisions, the indenture does not contain provisions that permit the
holders of the notes to require us to repurchase the notes in the event of a takeover, reorganization, recapitalization, restructuring, merger or similar
transaction.

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We may not be able to repurchase all of the notes upon a change of control, which would result in a default under each series of notes.
We will be required to offer to repurchase the notes upon the occurrence of a change of control triggering event as provided in the indenture
governing the notes. However, we may not have sufficient funds to repurchase the notes in cash at such time. In addition, our ability to repurchase
the notes for cash may be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time. The failure to make
such repurchase would result in a default under the indenture.
Illiquid Market Conditions May Occur From Time To Time
From time to time, the secondary market for your notes may be adversely affected by periods of general market illiquidity or by events in the
global financial markets in general or in the securitization market in particular. Accordingly, you may not be able to sell your notes when you
want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you may suffer a loss on your
investment.
Additionally, recent events in the global financial markets may cause a reduction of liquidity in the secondary market for your notes.
Specifically, uncertainty surrounding the exit of the United Kingdom or any other country from the European Union or the abandonment by any
country of the Euro would likely have a destabilizing effect on Eurozone countries and their economies and may have an adverse effect on the
global economy as a whole.

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USE OF PROCEEDS
We estimate that the net proceeds from this offering, after deducting estimated offering expenses of approximately $100,000, will be
approximately $92.9 million. We intend to use the net proceeds from this offering for debt repurchases, and the remainder, if any, for general
corporate purposes.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
General
The following is a summary of the U.S. federal income tax consequences relating to an investment in the notes. The summary is based on the
Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury regulations promulgated thereunder, judicial decisions, published
positions of the Internal Revenue Service (the "IRS") and other applicable authorities, all as in effect as of the date hereof and all of which are
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subject to change or differing interpretations (possibly on a retroactive basis). This discussion does not address all aspects of U.S. federal income
taxation that may be relevant to particular person or persons subject to special treatment under U.S. federal income tax laws (such as broker
dealers, traders in securities that elect to use a mark-to-market method of accounting, financial institutions, regulated investment companies, real
estate investment trusts, tax-exempt organizations, insurance companies, persons who hold notes as part of a hedging, integrated, straddle,
conversion or constructive sale transaction for U.S. federal income tax purposes, persons subject to the alternative minimum or Medicare tax on
certain investment income, U.S. expatriates, controlled foreign corporations, passive foreign investment companies, or persons that are, or hold
their notes through, partnerships or other pass-through entities) all of whom may be subject to tax rules that differ from those summarized below.
Moreover, this discussion does not address any foreign, state or local tax consequences, or any U.S. federal tax consequences other than U.S.
federal income tax consequences. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to
any of those set forth below.
In addition, this discussion deals only with certain U.S. federal income tax consequences to a holder that acquires the notes in this offering
and that holds the notes as capital assets.
This summary is based on current U.S. federal income tax law, which is subject to change, possibly with retroactive effect.
EACH PROSPECTIVE PURCHASER OF THE NOTES SHOULD CONSULT ITS TAX ADVISOR CONCERNING THE U.S. FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF AN INVESTMENT IN SUCH NOTES.
A "U.S. Holder" means a beneficial owner of a note (as determined for U.S. federal income tax purposes) that, for U.S. federal income tax
purposes, is:

· a citizen or individual resident of the United States;

· a corporation created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

· an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

· a trust, (i) the administration of which is subject to the primary supervision of a court within the United States and for which one or

more U.S. persons have the authority to control all substantial decisions, or (ii) that has a valid election in effect under applicable U.S.
Treasury Regulations to be treated as a U.S. person.
A "Non-U.S. Holder" means any beneficial owner of a note (as determined for U.S. federal income tax purposes) that is not a U.S. Holder or
a partnership. If a partnership holds a note, the U.S. federal income tax treatment of a partner generally will depend upon the status of the partner
and the activities of the partnership. A partner of a partnership holding a note should consult its tax advisor concerning the U.S. federal income and
other tax consequences.
Pre-issuance Accrued Interest. A portion of the price paid for the notes will be allocable to interest that accrued prior to the date the note is
purchased (the "pre-issuance accrued interest"). A portion of the interest received on the first interest payment date equal to the pre-issuance
accrued interest should be treated as a return

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of the pre-issuance accrued interest and not as a payment of interest on the note. Amounts treated as a return of pre-issuance accrued interest
should not be taxable when received but should reduce the holder's adjusted tax basis in the note by a corresponding amount.
U.S. Holders
Interest. Interest on the notes will generally be taxable to a U.S. holder as ordinary income at the time it is paid or accrued in accordance
with such U.S. holder's method of accounting for U.S. federal income tax purposes.
Bond Premium. U.S. Holders will be considered to have purchased the notes at a premium equal to the excess of the purchase price over the
sum of the principal amount and the pre-issuance accrued interest and may elect to amortize the premium as an offset to interest income, using a
constant yield method, over the remaining term of the note. If a U.S. Holder makes this election, the election generally will apply to all taxable
debt instruments held during or after such U.S. Holder's taxable year for which the election is made. In addition, a U.S. Holder may not revoke the
election without the consent of the IRS. If a U.S. Holder elects to amortize the premium, such U.S. Holder will be required to reduce tax basis in
the note by the amount of the premium amortized during such U.S. Holder's holding period. If a U.S. Holder does not elect to amortize premium,
the amount of premium will be included in the tax basis in the note and will decrease the gain or increase the loss otherwise recognized upon the
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disposition of the note. Therefore, if a U.S. Holder does not elect to amortize premium and holds the note to maturity, such U.S. Holder generally
will be required to treat the premium as capital loss when the note matures.
Sale, Exchange, Redemption, Retirement, or Other Disposition. A U.S. holder will generally recognize taxable gain or loss upon the sale,
exchange, redemption, retirement, or other disposition of the notes in an amount equal to the difference between the amount realized upon the
disposition (other than any amount attributable to accrued interest, which, if not previously included in income, will be taxable as ordinary income)
and the U.S. holder's adjusted tax basis in the notes. A U.S. holder's adjusted tax basis in a note generally will be equal to the purchase price of
such note decreased by any pre-issuance accrued interest received, any amortized bond premium, and any payments received on the note other than
stated interest. Any gain or loss recognized on a disposition of notes will be capital gain or loss, and will be long-term capital gain or loss if the
notes have been held for more than one year. Long-term capital gains recognized by individuals and certain other non-corporate U.S. holders
generally are eligible for reduced rates of taxation. Deductions in respect of capital losses are subject to limitations.
Non-U.S. Holders
Interest. A Non-U.S. Holder will generally not be subject to U.S. federal income or withholding tax on interest paid or accrued on a note if:
(1) the interest is not effectively connected with a U.S. trade or business and (2) the Non-U.S. Holder satisfies the following requirements:

(i)
the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our

stock entitled to vote;

(ii)
the Non-U.S. Holder is not a controlled foreign corporation related to us (directly or indirectly) through stock ownership;

(iii) the Non-U.S. Holder is not a bank whose receipt of interest on the notes is described in Section 881(c)(3)(A) of the Code;

(iv) either (A) the Non-U.S. Holder certifies to its non-U.S. status on IRS Form W-8BEN or W-8BEN-E (or a substantially similar form),

as applicable, or (B) a securities clearing organization or certain other financial institutions holding the note on behalf of the Non-U.S.
Holder certifies on IRS Form W-8IMY, that such certification has been received by it and furnishes us or our paying agent with a

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copy of the IRS Form W-8IMY together with the W-8BEN or W-8BEN-E of the beneficial owner, together with a withholding

statement, if applicable; and

(v)
we or our paying agent do not have actual knowledge or reason to know that the beneficial owner of the note is a U.S. person.
If a Non-U.S. Holder does not satisfy the requirements described above, and does not establish that the interest is effectively connected with
the Non-U.S. Holder's conduct of a trade or business in the United States (as discussed below), interest on the notes generally will be subject to
U.S. federal withholding tax at a 30% rate (or a lower applicable treaty rate, provided certain certification requirements are met).
Sale, Exchange, Retirement or Other Disposition of a Note. Subject to the discussion below concerning backup withholding, a Non-U.S.
Holder generally will not be subject to U.S. federal income or withholding tax on the receipt of payments of principal on a note, or on any gain
recognized upon the sale, exchange, retirement or other disposition of a note, unless in the case where (i) such gain is effectively connected with
the conduct by such Non-U.S. Holder of a trade or business within the United States and, if a treaty applies (and the holder complies with
applicable certification and other requirements to claim treaty benefits), is attributable to a permanent establishment maintained by the Non-U.S.
Holder within the United States or (ii) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the
taxable year of disposition, and certain other conditions are met.
United States Trade or Business. If a Non-U.S. Holder is engaged in a trade or business in the United States, and if interest or gain on a note
is effectively connected with the conduct of such trade or business and, if a treaty applies (and the holder complies with applicable certification and
other requirements to claim treaty benefits), is attributable to a permanent establishment maintained by the Non-U.S. Holder within the United
States, the Non-U.S. Holder generally will be subject to U.S. federal income tax on the receipt or accrual of such interest or the recognition of
gain, the sale or other taxable disposition of the note on a net basis in the same manner as if such holder were a U.S. Holder. If such interest or gain
is recognized by a Non-U.S. Holder that is classified as a corporation, such corporation may also be subject to an additional U.S. federal branch
profits tax at a 30% rate (or, if applicable, a lower treaty rate). Non-U.S. Holders should consult their tax advisors with respect to other U.S. tax
consequences of the ownership and disposition of notes.

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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may inspect
without charge any documents filed by us at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site,
www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC, including Navient Corporation. Our common shares are listed and traded on the NASDAQ. You may also inspect the information we file
with the SEC at the NASDAQ's offices at One Liberty Plaza, 165 Broadway, New York, New York 10006. Information about us, including our
SEC filings, is also available at our internet site at http://www.navient.com. However, the information on our internet site is not part of this
prospectus supplement or the accompanying prospectus.
The SEC allows us to "incorporate by reference" documents we file with the SEC into this prospectus supplement and the accompanying
prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by
reference is considered part of this prospectus supplement and the accompanying prospectus. If any statement in this prospectus supplement, the
accompanying prospectus or any document incorporated by reference is inconsistent with a statement in another document having a later date--for
example, a document incorporated by reference in the accompanying prospectus--the statement in the document having the later date modifies or
supersedes the earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this prospectus supplement or the accompanying prospectus.
We incorporate by reference into this prospectus supplement and the accompanying prospectus the documents listed below and all documents
we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the completion of the offering of all
securities covered by this prospectus supplement (other than documents or information deemed to have been furnished and not filed in accordance
with SEC rules):

· our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 24, 2017;

· our Current Reports on Form 8-K filed with the SEC on January 18, 2017 (as amended on January 19, 2017) (Item 8.01 only),

February 21, 2017 (Item 5.02 only) and March 7, 2017; and

· our Definitive Proxy Statement on Schedule 14A, filed on April 15, 2016 (solely to the extent incorporated by reference into Part III of

our Annual Report on Form 10-K for the year ended December 31, 2015).
We will provide, without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into
this prospectus supplement or the accompanying prospectus, excluding any exhibits to those documents unless the exhibit is specifically
incorporated by reference as an exhibit in this prospectus supplement or the accompanying prospectus. You should direct requests for documents
to:
Navient Corporation
123 Justison Street, Suite 300
Wilmington, Delaware 19801
Attention: Corporate Secretary
Telephone: (302) 283-8000

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Document Outline

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