Obligation Naviant Corp 6.5% ( US63938CAF59 ) en USD

Naviant Corp

100 % ▼

Etas-Unis

US63938CAF59 ( en USD )

6.5% par an ( paiement semestriel )

14/06/2022 - Obligation échue

Prospectus brochure de l'obligation Navient Corp US63938CAF59 en USD 6.5%, échue

1 000 USD

750 000 000 USD

63938CAF5

B+ ( Très spéculatif )

Ba3 ( 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 US63938CAF59, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2022

L'Obligation émise par Naviant Corp ( Etas-Unis ) , en USD, avec le code ISIN US63938CAF59, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Naviant Corp ( Etas-Unis ) , en USD, avec le code ISIN US63938CAF59, 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)
6.500% Senior Notes due 2022

$750,000,000

99.958%

$749,685,000

$86,888.49

(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 6.500% Senior Notes due 2022

The notes will mature on June 15, 2022. We will pay interest on the notes on June 15 and December 15 of each year. The first such payments
on the notes will be made on December 15, 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, 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)

99.958%
$749,685,000
Underwriting discount

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

99.083%
$743,122,500

(1)
Plus accrued interest, if any, from March 7, 2017, 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 March 7, 2017.

Joint Book-Running Managers

J.P. Morgan

Barclays

RBC Capital Markets
Co-Managers

BofA Merrill Lynch

Credit Suisse

Goldman, Sachs & Co.

Wells Fargo Securities

The date of this prospectus supplement is March 2, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
THE OFFERING
S-3
SUMMARY HISTORICAL FINANCIAL DATA
S-5
CONSOLIDATED STATEMENTS OF INCOME
S-6
CONSOLIDATED BALANCE SHEETS
S-7
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-33
EXPERTS
S-34
WHERE YOU CAN FIND MORE INFORMATION
S-35
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
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LEGAL MATTERS

16
EXPERTS

16
WHERE YOU CAN FIND MORE INFORMATION

16

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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-35 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.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This prospectus supplement has been prepared on the basis that any offer of the notes in any Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus
Directive from the requirement to publish a prospectus for offers of the notes. Accordingly any person making or intending to make an offer in that
Relevant Member State of the notes may only do so in circumstances in which no obligation arises for the issuer or any of the underwriters to
publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the issuer nor the underwriters have
authorised, nor do they authorise, the making of any offer of notes in circumstances in which an obligation arises for the issuer or the underwriters
to publish a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive
2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This prospectus supplement is directed solely at persons (i) who are outside the United Kingdom or (ii) in the United Kingdom, who: (A)
have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of
the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") (B) are high net worth entities and other persons falling
within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Accordingly, by accepting delivery of
this prospectus supplement, the recipient warrants and acknowledges that it is such a relevant person. This prospectus supplement must not be acted
on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement relates is
available only to relevant persons and will be engaged in with relevant persons only.

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Table of Contents
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 or limits on liquidity resulting from disruptions in the capital markets or other factors; unanticipated increases in costs associated with
compliance with federal, state or local 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 including, but not limited to, changes 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 the implementation of existing
laws). We could also be affected by, among other things: unanticipated deferrals in our Federal Family Education Loan Program 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 cyber breaches, litigation, the politicization of student loan servicing or other
actions or factors; 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; changes in law and regulations including, but not limited to, changes with respect to
the student lending or servicing business and financial institutions generally, securitizations or derivatives; increased competition from banks and
other consumer lenders; 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 asset management and business processing 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, 2016 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

S-iii
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into the accompanying prospectus, including those risks in 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 SEC.
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.

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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, 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
("FFELP"). We also hold the largest portfolio of private education loans ("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 ("DSLP"). 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.
As of December 31, 2016, our principal assets consisted of:

· $87.7 billion in FFELP loans, with a net interest margin of 0.85 percent for the year ended December 31, 2016 on a "Core

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

· $23.3 billion in Private Education Loans, with a net interest margin of 3.41 percent for the year ended December 31, 2016 on a

"Core Earnings" basis and a weighted average life of 6.4 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 ED;
and

· a leading business processing platform through which we provide services for over 1,000 clients in the education, health care and

public sectors.

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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, 2016. See "Where You Can Find More Information."

S-2
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THE OFFERING

Issuer
Navient Corporation

Securities Offered
$750 million aggregate principal amount of 6.500% Senior Notes due 2022.

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 June 15, 2022.

Interest Rate
6.500% per year.

Interest Payment Dates
June 15 and December 15 of each year, commencing December 15, 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 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
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consolidate, merge or transfer all or substantially all of

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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 $500,000, will be
approximately $742.6 million. We intend to use the net proceeds from this offering for
general corporate purposes, including debt repurchases.

United States Federal Income Tax
You should consult your tax advisor with respect to the U.S. federal income tax
Consequences to 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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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, 2016 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).

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CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)

Year Ended
December 31,

(Audited)

2016
2015
2014
Interest income:

FFELP Loans
$2,528 $2,524 $2,556
Private Education Loans
1,587 1,756 2,156
Other loans

9
7
9
Cash and investments

22
8
9

Total interest income
4,146 4,295 4,730
Total interest expense
2,441 2,074 2,063

Net interest income
1,705 2,221 2,667
Less: provisions for loan losses

429
581
647

Net interest income after provisions for loan losses
1,276 1,640 2,020

Other income (loss):

Servicing revenue

304
340
298
Asset recovery and business processing revenue

390
367
388
Other income (loss)

7
17
82
Gains on sales of loans and investments

--
(9)
--
Gains on debt repurchases

1
21
--
Gains (losses) on derivative and hedging activities, net

117
166
139

Total other income

819
902
907

Expenses:

Salaries and benefits

500
467
479
Other operating expenses

451
451
508

Total operating expenses

951
918
987
Goodwill and acquired intangible asset impairment and amortization expense

36
12
9
Restructuring and other reorganization expenses

--
32
113

Total expenses

987
962 1,109

Income from continuing operations, before income tax expense
1,108 1,580 1,818
Income tax expense

427
597
681

Net income from continuing operations

681
983 1,137
Income (loss) from discontinued operations, net of tax expense (benefit)

--
1
--

Net income

681
984 1,137
Less: net income (loss) attributable to noncontrolling interest

--
--
--

Net income attributable to Navient Corporation

681
984 1,137
Preferred stock dividends

--
--
6

Net income attributable to Navient Corporation common stock
$ 681 $ 984 $1,131

Basic earnings per common share attributable to Navient Corporation:

Continuing operations
$ 2.15 $ 2.62 $ 2.71
Discontinued operations

--
--
--

Total
$ 2.15 $ 2.62 $ 2.71

Average common shares outstanding

316
376
417

Diluted earnings per common share attributable to Navient Corporation:

Continuing operations
$ 2.12 $ 2.58 $ 2.66
Discontinued operations

--
--
--

Total
$ 2.12 $ 2.58 $ 2.66

Average common and common equivalent shares outstanding

322
382
425

Dividends per common share attributable to Navient Corporation
$
.64 $
.64 $
.60

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CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share amounts)

December 31,

(Audited)

2016

2015

Assets

FFELP Loans (net of allowance for losses of $67 and $78, respectively)
$ 87,730 $ 96,402
Private Education Loans (net of allowance for losses of $1,351 and $1,471, respectively)
23,340 26,394
Investments

Available-for-sale

3
5
Other

347
496

Total investments

350
501
Cash and cash equivalents

1,253
1,594
Restricted cash and investments

3,600
3,738
Goodwill and acquired intangible assets, net

670
705
Other assets

4,193
4,712

Total assets
$121,136 $134,046

Liabilities

Short-term borrowings
$
2,334 $
2,570
Long-term borrowings
112,368 124,833
Other liabilities

2,711
2,710

Total liabilities
117,413 130,113

Commitments and contingencies

Equity

Common stock, par value $0.01 per share, 1.125 billion shares authorized: 436 million and 431 million shares
issued, respectively

4
4
Additional paid-in capital

3,022
2,967
Accumulated other comprehensive (loss) income (net of tax (expense) benefit of $(3) and $30, respectively)

6
(51)
Retained earnings

2,890
2,414

Total Navient Corporation stockholders' equity before treasury stock

5,922
5,334
Less: Common stock held in treasury at cost: 145 million and 82 million shares, respectively

(2,223)
(1,425)

Total Navient Corporation stockholders' equity

3,699
3,909
Noncontrolling interest

24
24

Total equity

3,723
3,933

Total liabilities and equity
$121,136 $134,046

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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
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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.
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.
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:

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