Obligation Naviant Corp 6.625% ( US63938CAD02 ) en USD

Naviant Corp

100 % ▼

Etas-Unis

US63938CAD02 ( en USD )

6.625% par an ( paiement semestriel )

25/07/2021 - Obligation échue

Prospectus brochure de l'obligation Navient Corp US63938CAD02 en USD 6.625%, échue

2 000 USD

750 000 000 USD

63938CAD0

B+ ( Très spéculatif )

Navient Corporation est une société américaine de gestion de prêts étudiants et de services financiers aux établissements d'enseignement supérieur.

L'Obligation émise par Naviant Corp ( Etas-Unis ) , en USD, avec le code ISIN US63938CAD02, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/07/2021

L'Obligation émise par Naviant Corp ( Etas-Unis ) , en USD, avec le code ISIN US63938CAD02, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Naviant Corp ( Etas-Unis ) , en USD, avec le code ISIN US63938CAD02, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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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)
6.625% Senior Notes due 2021

$750,000,000

100.000%

$750,000,000

$75,525

(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
$750,000,000 6.625% Senior Notes due 2021

The notes will mature on July 26, 2021. We will pay interest on the notes on January 26 and July 26 of each year. The first such payments on
the notes will be made on January 26, 2017. 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-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 Annual
Report on Form 10-K for the year ended December 31, 2015, our Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2016 and June 30, 2016, and subsequent reports and registration statements filed
from time to time with the Securities and Exchange Commission ("SEC").

Per Note

Total

Public offering price(1)

100.00%
$750,000,000
Underwriting discount

0.875%
$
6,562,500
Proceeds to Navient Corporation (before expenses)

99.125%
$743,437,500

(1)
Plus accrued interest, if any, from July 29, 2016, 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
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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 July 29, 2016.

Joint Book-Running Managers

Barclays

BofA Merrill Lynch

J.P. Morgan
Co-Managers

Credit Suisse

RBC Capital Markets

Wells Fargo Securities
The date of this prospectus supplement is July 26, 2016
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 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
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
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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; the availability
of financing; limits on liquidity resulting from disruptions in the capital markets or other factors; unanticipated increases in costs associated with
compliance with laws and regulations; changes in the marketplaces in which we compete (including changes in demand or changes resulting from
new laws and regulations); changes in accounting standards pertaining to loan loss reserves and estimates or other accounting standards that may
impact our operations; adverse outcomes in any significant litigation to which we are a party; credit risk associated with our exposure to third
parties, including counterparties to hedging or other derivative transactions; and changes in the terms of education loans and the educational credit
marketplace (including changes resulting from new laws and

S-ii
Table of Contents
the implementation of existing laws). We could also be affected by, among other things: unanticipated deferrals in our FFELP securitization trusts
that would delay repayment of the bonds beyond their legal final maturity date; reductions to our credit ratings, the credit ratings of asset-backed
securitizations we sponsor or the credit ratings of the United States of America; failures of our operating systems or infrastructure, or those of
third-party vendors; risks related to cybersecurity including the potential disruption of our systems or potential disclosure of confidential customer
information; damage to our reputation resulting from the politicization of student loan servicing; failures to successfully implement cost-cutting
initiatives and adverse effects of such initiatives on our business; delays or errors in converting portfolio acquisitions to our servicing platform;
risks associated with restructuring initiatives; changes in law and regulations with respect to the student lending business and financial institutions
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generally; increased competition from banks and other consumer lenders who are not subject to the same level of regulation; the creditworthiness
of our customers; changes in the general interest rate environment, including the relationship between the relevant money-market index rate and
the rate at which our assets are priced; our ability to successfully effectuate any acquisitions and other strategic initiatives; changes in the demand
for debt management services; changes in general economic conditions; and the other factors that are described in the "Risk Factors" section of our
Annual Report on Form 10-K for the year ended December 31, 2015 and in our other reports filed with the SEC.
The preparation of our consolidated financial statements also requires management to make certain estimates and assumptions including
estimates and assumptions about future events. These estimates or assumptions may prove to be incorrect and actual results could differ materially.
All forward-looking statements contained in this prospectus supplement are qualified by these cautionary statements and are made only as of the
date of this document. We do not undertake any obligation to update or revise these forward-looking statements except as required by law.
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 in our Annual
Report on Form 10-K for the year ended December 31, 2015, 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, 2015.
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 the nation's leading loan management, servicing and asset recovery company, committed to helping customers navigate the path
to financial success. Servicing more than $300 billion in education loans, we support the educational and economic achievements of more than
12 million customers. A growing number of public and private sector clients rely on us for proven solutions to meet their financial goals.
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 based on guaranty agreements among the United States Department of Education (the "Department of
Education") and these agencies. Private Education Loans are education loans to students or their families that bear the full credit risk of the
customer and any cosigner. Private Education Loans 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 June 30, 2016, approximately 79 percent of the FFELP
Loans and 63 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 education loans owned by banks, credit unions, other financial institutions,
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nonprofit education lenders and the Department of Education. We are one of four Title IV Additional Servicers to the Department of Education
under its Direct Student Loan Program ("DSLP"). We also provide asset recovery services on our own portfolio (consisting of both education
loans and other types of loans), and on behalf of guaranty agencies, higher education institutions, and federal, state, court and municipal
clients. In addition, we provide business processing services on behalf of municipalities, public authorities and hospitals.
As of June 30, 2016, our principal assets consisted of:

· $92.6 billion in FFELP Loans, with a net interest margin of 0.85 percent for the quarter ended June 30, 2016 on a "Core Earnings"

basis and a weighted average life of 7.2 years;

· $24.7 billion in Private Education Loans, with a net interest margin of 3.50 percent for the quarter ended June 30, 2016 on a "Core

Earnings" basis and a weighted average life of 6.9 years;

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

Education Loan customers (including cosigners), including 6.2 million customer accounts serviced under our contract with the
Department of Education; and

· a leading asset recovery and business processing platform where we currently provide services for over 1,000 public and private

sector clients.

S-1
Table of Contents
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
Report on Form 10-K for the year ended December 31, 2015. See "Where You Can Find More Information."

S-2
Table of Contents
THE OFFERING

Issuer
Navient Corporation

Securities Offered
$750 million aggregate principal amount of 6.625% 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 July 26, 2021.

Interest Rate
6.625% per year.
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Interest Payment Dates
January 26 and July 26 of each year, commencing on January 26, 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. 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 June 30, 2016, (i) we had an approximately $13.9 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, which are described in the
"Description of Notes" section of this prospectus supplement.

S-3
Table of Contents
Use of Proceeds
We estimate that the net proceeds from this offering, after deducting underwriters'
discounts and estimated offering expenses of approximately $500,000, will be
approximately $742.9 million. We intend to use the net proceeds from this offering for
general corporate purposes, including debt repurchases.

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 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 "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.

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."
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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
Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Reports on Form 10-Q for the three months ended
March 31, 2016 and the six months ended June 30, 2016, 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, 2012 and December 31, 2013 and the summary historical balance sheet data for the year
ended December 31, 2013 from Old SLM's audited consolidated financial statements.

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

Six Months Ended
Year Ended
June 30,
December 31,

(Unaudited)

(Audited)

2016

2015
2014
2013
Interest income:

FFELP Loans

$
1,252
$
2,524
$
2,556
$
2,822
Private Education Loans

813

1,756

2,156

2,527
Other loans

3

7

9

11
Cash and investments

12

8

9

17

Total interest income

2,080

4,295

4,730

5,377
Total interest expense

1,165

2,074

2,063

2,210

Net interest income

915

2,221

2,667

3,167
Less: provisions for loan losses

221

561

628

839

Net interest income after provisions for loan losses

694

1,660

2,039

2,328

Other income (loss):

Servicing revenue

154

340

298

290
Asset recovery and business processing revenue

191

367

388

420
Other income (loss)

(35)

17

82

100
Gains on sales of loans and investments

--

(9)

--

302
Gains on debt repurchases

--

21

--

42
Gains (losses) on derivative and hedging activities, net

(27)

166

139

(268)

Total other income

283

902

907

886

Expenses:

Salaries and benefits

256

467

479

504
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Other operating expenses

222

451

508

538

Total operating expenses

478

918

987

1,042
Goodwill and acquired intangible asset impairment and amortization expense

10

12

9

13
Restructuring and other reorganization expenses

--

32

113

72

Total expenses

488

962

1,109

1,127

Income from continuing operations, before income tax expense

489

1,600

1,837

2,087
Income tax expense

184

604

688

776

Net income from continuing operations

305

996

1,149

1,311
Income (loss) from discontinued operations, net of tax expense (benefit)

--

1

--

106

Net income

305

997

1,149

1,417
Less: net income (loss) attributable to noncontrolling interest

--

--

--

(1)

Net income attributable to Navient Corporation

305

997

1,149

1,418
Preferred stock dividends

--

--

6

20

Net income attributable to Navient Corporation common stock

$
305
$
997
$
1,143
$
1,398

Basic earnings per common share attributable to Navient Corporation:

Continuing operations

$
.92
$
2.66
$
2.74
$
2.94
Discontinued operations

--

--

--

.24

Total

$
.92
$
2.66
$
2.74
$
3.18

Average common shares outstanding

331

376

417

440

Diluted earnings per common share attributable to Navient Corporation:

Continuing operations

$
.91
$
2.61
$
2.69
$
2.89
Discontinued operations

--

--

--

.23

Total

$
.91
$
2.61
$
2.69
$
3.12

Average common and common equivalent shares outstanding

335

382

425

449

Dividends per common share attributable to Navient Corporation

$
.32
$
.64
$
.60
$
.60

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

June 30,
December 31,

(Unaudited)
(Audited)

2016

2015

2014

Assets

FFELP Loans (net of allowance for losses of $62, $78 and $93, respectively)

$
92,618
$ 96,498
$104,521
Private Education Loans (net of allowance for losses of $1,410, $1,471 and $1,916 respectively)

24,741
26,394
29,796
Investments

Available-for-sale

4

5

6
Other

541

496

627

Total investments

545

501

633
Cash and cash equivalents

1,377

1,594

1,443
Restricted cash and investments

3,613

3,738

3,926
Goodwill and acquired intangible assets, net

696

705

369
Other assets

4,782

4,682

5,664

Total assets

$
128,372
$134,112
$146,352

Liabilities

Short-term borrowings

$
2,370
$
2,570
$
2,663
Long-term borrowings

119,637
124,833
136,866
Other liabilities

2,662

2,710

2,625

Total liabilities

124,669
130,113
142,154

Commitments and contingencies

Equity

Common stock, par value $0.01 per share, 1.125 billion shares authorized: 434 million, 431 million and
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426 million shares issued, respectively

4

4

4
Additional paid-in capital

2,985

2,967

2,893
Accumulated other comprehensive loss (net of tax benefit of $100, $30 and $(5) respectively)

(171)

(51)

9
Retained earnings

2,677

2,480

1,724

Total Navient Corporation stockholders' equity before treasury stock

5,495

5,400

4,630
Less: Common stock held in treasury at cost: 116 million, 82 million and 24 million shares, respectively

(1,816)
(1,425)

(432)

Total Navient Corporation stockholders' equity

3,679

3,975

4,198
Noncontrolling interest

24

24

--

Total equity

3,703

3,999

4,198

Total liabilities and equity

$
128,372
$134,112
$146,352

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 (i) "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015, (ii) "Legal Proceedings" in our
Quarterly Report on Form 10-Q for the six months ended June 30, 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.
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.
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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.
The notes are a new issue of securities for which there is no established trading market. 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.
The underwriters have advised us that they currently intend to make a market in the 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 the 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 the notes, or changes in the financial and credit markets,
could cause the liquidity or market value of the notes to decline significantly.
We expect that the notes will be rated by one or more rating agencies. Any rating assigned to the 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 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
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 (as defined herein) 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.
Except

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