Obligation Naviant Corp 6.75% ( US63938CAJ71 ) en USD

Naviant Corp

100 % ▼

Etats-unis

US63938CAJ71 ( en USD )

6.75% par an ( paiement semestriel )

14/06/2026

Prospectus brochure de l'obligation Navient Corp US63938CAJ71 en USD 6.75%, échéance 14/06/2026

2 000 USD

500 000 000 USD

63938CAJ7

B+ ( Très spéculatif )

Ba3 ( Spéculatif )

15/12/2025 ( Dans 181 jours )

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 ( Etats-unis ) , en USD, avec le code ISIN US63938CAJ71, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2026

L'Obligation émise par Naviant Corp ( Etats-unis ) , en USD, avec le code ISIN US63938CAJ71, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Naviant Corp ( Etats-unis ) , en USD, avec le code ISIN US63938CAJ71, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d589323d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-218415
CALCULATION OF REGISTRATION FEE

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

Registered

Price

Offering Price

Registration Fee(1)
6.750% Senior Notes due 2026

$500,000,000

100.000%

$500,000,000

$62,250.00

(1)
Calculated in accordance with Rule 456(b) and 457(r) of the Securities Act of 1933, as amended.
Table of Contents

Preliminary Prospectus Supplement
(To Prospectus dated June 1, 2017)

NAVIENT CORPORATION
$500,000,000 6.750% Senior Notes due 2026

The notes will mature on June 15, 2026. We will pay interest on the notes on June 15 and December 15 of each year. The first such payment on the notes
will be made on December 15, 2018. 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 4 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, 2017, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 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)

100.000%
$ 500,000,000
Underwriting discount

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

99.000%
$ 495,000,000

(1)
Plus accrued interest, if any, from June 11, 2018, if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement
or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Obligations of Navient
Corporation and any subsidiary of Navient Corporation are not guaranteed by the full faith and credit of the United States of America. Neither
Navient Corporation nor any subsidiary of Navient Corporation is a government-sponsored enterprise or an instrumentality of the United States
https://www.sec.gov/Archives/edgar/data/1593538/000119312518188198/d589323d424b2.htm[6/8/2018 5:26:05 PM]

424B2
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 June 11, 2018.
Joint Book-Running Managers

Barclays

BofA Merrill Lynch

RBC Capital Markets
Co-Managers

Credit Suisse

Goldman Sachs & Co. LLC

J.P. Morgan
Wells Fargo Securities
The date of this prospectus supplement is June 7, 2018
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-ii
Forward-Looking Statements
S-iv
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-34
Experts
S-35
Where You Can Find More Information
S-36
Prospectus

Page
About This Prospectus

1
Forward-Looking Statements

2
About Navient Corporation

3
Risk Factors

4
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

5
Use of Proceeds

6
Securities We May Offer

7
Description of Debt Securities

8
Description of Capital Stock

13
Description of Warrants

16
Description of Units

18
Plan of Distribution

19
Legal Matters

21
Experts

22
Where You Can Find More Information

23

S-i
https://www.sec.gov/Archives/edgar/data/1593538/000119312518188198/d589323d424b2.htm[6/8/2018 5:26:05 PM]

424B2
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 the securities described in the accompanying prospectus. 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-36 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 BENEFIT PLAN INVESTORS
If an investor is a benefit plan investor as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
the benefit plan investor and the person making the decision on behalf of the benefit plan investor (the "Plan Fiduciary"), will be deemed to have
represented and warranted that as long as the investor holds any notes, including any interest in a note, (A) its acquisition, holding and disposition of the
notes (or any interest) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), and (B) (1) neither we nor the underwriters or any of our or their respective affiliates (the "Transaction
Parties") has provided or will provide advice with respect to any investment in the notes by the benefit plan investor, and the Plan Fiduciary either: (a) is a
bank as defined in section 202 of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), or similar institution that is regulated and
supervised and subject to periodic examination by a state or federal agency; (b) is an insurance carrier which is qualified under the laws of more than one
state to perform the services of managing, acquiring or disposing of assets of a plan; (c) is an investment adviser registered under the Advisers Act, or, if
not registered as an investment adviser under the Advisers Act by reason of paragraph (1) of section 203A of the Advisers Act, is registered as an
investment adviser under the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (e) has, and at all times while the plan is holding the notes will have, total assets of
at least $50,000,000 under its management or control (provided that this clause (e) shall not be satisfied if the Plan Fiduciary is either (i) the owner or a
relative of the owner of the individual retirement account that is purchasing the notes, or (ii) a participant or beneficiary of the plan purchasing the notes in
such capacity); (2) the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies, including the

S-ii
Table of Contents
purchase and holding of the notes by the plan; (3) the Plan Fiduciary is a "fiduciary" with respect to the plan within the meaning of section 3(21) of ERISA,
section 4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the plan's purchase, holding and disposition of the
notes; (4) none of the Transaction Parties has exercised any authority to cause the plan to purchase the notes; (5) none of the Transaction Parties receives a
fee or other compensation from the plan or Plan Fiduciary for the provision of investment advice in connection with the plan's decision to invest in the
notes; and (6) the Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking to provide impartial
investment advice or to give advice in a fiduciary capacity, and that no such entity has given investment advice or otherwise made a recommendation, in
connection with the plan's investment in the notes; and (b) of the existence and nature of the Transaction Parties' financial interests in the plan's
investment in the notes as disclosed in the prospectus supplement and accompanying prospectus. The above representations in clause (B) are intended to
comply with the U.S. Department of Labor's Reg. sections 29 C.F.R. 2510.3-21(a) and (c)(1) as promulgated on April 8, 2016 (81 Fed. Reg. 20,997). If
these regulations are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect. None of the Transaction
Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity to a benefit plan investor, in connection with any
investment in the notes.

S-iii
https://www.sec.gov/Archives/edgar/data/1593538/000119312518188198/d589323d424b2.htm[6/8/2018 5:26:05 PM]

424B2
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and any information incorporated by reference contain 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 Exchange Act, and are intended to come within the safe harbor protection provided by those sections. Statements
that are not historical facts, including statements about our beliefs, opinions, or expectations and statements that assume or are dependent upon future
events, are forward-looking statements and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would,"
or "target." Forward-looking statements are subject to risks, uncertainties, assumptions and other factors that may cause actual results to be materially
different from those reflected in such forward-looking statements. Forward-looking statements are based upon assumptions as to future events or our
future financial performance that may not prove to be accurate. 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 demand for asset management and business processing solutions or other changes in marketplaces in which we compete
(including increased competition); 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 underwriting standards or exposure to third parties, including counterparties to hedging 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 repayment trends on loans including prepayments or deferrals in our Federal Family Education Loan Program
("FFELP") securitization trusts that could accelerate or 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 those of our third-party
vendors or customers, 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; failure to successfully implement cost-cutting initiatives and adverse effects of such
initiatives on our business; failure to adequately integrate acquisitions or realize anticipated benefits from acquisitions including delays or errors in
converting portfolio acquisitions to our servicing platform; changes in law and regulations whether new laws or regulations, or new interpretations of
existing laws and regulations applicable to any of our businesses or activities or those of our vendors, suppliers or customers; changes in the general interest
rate environment, including the availability of any relevant money-market index rate, including LIBOR, or 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 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, 2017 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, 2017, and subsequent reports and registration statements filed from time to time with the SEC.

S-iv
Table of Contents
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-v
Table of Contents
https://www.sec.gov/Archives/edgar/data/1593538/000119312518188198/d589323d424b2.htm[6/8/2018 5:26:05 PM]

424B2
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, 2017.
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 leading provider of asset management and business processing solutions for education, healthcare 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, Wisconsin, California and other locations.
We are the largest private sector holder of education loans insured or federally guaranteed under FFELP. We also hold the largest portfolio of
private education loans ("Private Education Loans") and originate private education refinance loans. We service and perform asset recovery activities
on our own portfolio of education loans, as well as education loans owned by the United States Department of Education ("ED") and other
institutions. We service education loans for approximately 12 million ED, FFELP and Private Education Loan customers and 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 leverage our scale and expertise to provide business processing solutions such as receivables management services, account processing
solutions and revenue cycle management solutions, to a variety of clients, including federal agencies, state and local governments, regional
authorities, courts, hospitals, healthcare systems and other healthcare providers.
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 March 31, 2018, our principal assets consisted of:

· $79.4 billion in FFELP Loans, with a Federal Education Loans segment net interest margin of 0.83 percent for the three months ended

March 31, 2018 on a "Core Earnings" basis and a FFELP Loan weighted average life of 7 years;

· $22.9 billion in Private Education Loans, with a Consumer Lending segment net interest margin of 3.23 percent for the three months

ended March 31, 2018 on a "Core Earnings" basis and a Private Education Loan weighted average life of 6 years;

· a leading education loan servicing business that services loans for approximately 12 million DSLP Loan, FFELP Loan and Private

Education Loan customers (including cosigners), including 6.0 million customer accounts serviced under our contract with ED;

· a leading loan origination business that assists borrowers in refinancing their education loan debt; and

· a leading business processing offering through which we provide services for over 600 clients in the government and healthcare sectors.

S-1
Table of Contents
Recent Developments
In the fourth quarter of 2017, we entered the Private Education Refinance Loan origination market. This new activity changed the way we
manage the business, review operating performance and allocate resources, effective first-quarter of 2018. This resulted in the following four new
reportable operating segments: (1) Federal Education Loans (2) Consumer Lending (3) Business Processing and (4) Other. These new reportable
operating segments now primarily distinguish between our legacy federal education loan businesses and our growth businesses. In connection with
this change in reportable operating segments, there was also a change in how unallocated overhead is defined. Prior to first-quarter 2018, we assessed
our ongoing operations and results using the following reportable operating segments FFELP Loans, Private Education Loans, Business Services
and Other.
https://www.sec.gov/Archives/edgar/data/1593538/000119312518188198/d589323d424b2.htm[6/8/2018 5:26:05 PM]

424B2
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, 2017. See "Where You Can Find More Information" in this prospectus supplement.

S-2
Table of Contents
THE OFFERING

Issuer
Navient Corporation

Securities Offered
$500 million aggregate principal amount of 6.750% Senior Notes due 2026.

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, 2026.

Interest Rate
6.750% per year.

Interest Payment Dates
June 15 and December 15 of each year, commencing on December 15, 2018.

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 March 31, 2018, (i) we had an approximately $13.8 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.
https://www.sec.gov/Archives/edgar/data/1593538/000119312518188198/d589323d424b2.htm[6/8/2018 5:26:05 PM]

424B2

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
$494.5 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
Non-U.S. Holders
You should consult your tax advisor with respect to the U.S. federal income tax
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."

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, 2017 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2018,
each of which is incorporated by reference in this prospectus supplement and the accompanying prospectus.
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)

Three Months
Ended
Year Ended
March 31,
December 31,

(Unaudited)

(Audited)

2018
2017
2017
2016
2015
Interest income:

FFELP Loans

$ 723
$ 629
$2,693
$2,528
$2,524
Private Education Loans

431

374
1,634
1,587
1,756
Other loans

1

5

13

9

7
Cash and investments

17

7

43

22

8

Total interest income

1,172
1,015
4,383
4,146
4,295
Total interest expense

843

675
2,971
2,441
2,074

Net interest income

329

340
1,412
1,705
2,221
Less: provisions for loan losses

87

107

426

429

581

https://www.sec.gov/Archives/edgar/data/1593538/000119312518188198/d589323d424b2.htm[6/8/2018 5:26:05 PM]

424B2
Net interest income after provisions for loan losses

242

233

986
1,276
1,640

Other income (loss):

Servicing revenue

69

76

290

304

340
Asset recovery and business processing revenue

109

100

475

390

367
Other income (loss)

(15)

(8)

9

7

17
Gains (losses) on sales of loans and investments

--

--

3

--

(9)
Gains (losses) on debt repurchases

--

--

(3)

1

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

48

(16)

22

117

166

Total other income

211

152

796

819

902

Expenses:

Salaries and benefits

134

130

519

500

467
Other operating expenses

141

108

447

451

451

Total operating expenses

275

238

966

951

918
Goodwill and acquired intangible asset impairment and
amortization expense

9

6

23

36

12
Restructuring/other reorganization expenses

7

--

29

--

32

Total expenses

291

244
1,018

987

962

S-5
Table of Contents
Three Months
Ended
Year Ended
March 31,
December 31,

(Unaudited)

(Audited)

2018
2017
2017
2016
2015
Income from continuing operations, before income tax expense
162
141
764
1,108
1,580
Income tax expense

36
53
472

427

597

Net income from continuing operations

126
88
292

681

983
Income from discontinued operations, net of tax expense

--
--
--

--

1

Net income

126
88
292

681

984
Less: net income (loss) attributable to noncontrolling interest

--
--
--

--

--

Net income attributable to Navient Corporation

$126
$ 88
$ 292
$ 681
$ 984

Basic earnings per common share attributable to Navient
Corporation:

Continuing operations

$ .48
$ .31
$1.06
$ 2.15
$ 2.62
Discontinued operations

--
--
--

--

--

Total

$ .48
$ .31
$1.06
$ 2.15
$ 2.62

Average common shares outstanding

264
289
275

316

376

Diluted earnings per common share attributable to Navient
Corporation:

Continuing operations

$ .47
$ .30
$1.04
$ 2.12
$ 2.58
Discontinued operations

--
--
--

--

--

Total

$ .47
$ .30
$1.04
$ 2.12
$ 2.58

Average common and common equivalent shares outstanding

269
296
281

322

382

Dividends per common share attributable to Navient
Corporation

$ .16
$ .16
$ .64
$
.64
$
.64

S-6
Table of Contents
https://www.sec.gov/Archives/edgar/data/1593538/000119312518188198/d589323d424b2.htm[6/8/2018 5:26:05 PM]

424B2
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share amounts)

March 31,
December 31,

(Unaudited)

(Audited)

2018

2017

2017

2016

Assets

FFELP Loans (net of allowance for losses of $59, $64, $60 and $67
respectively)

$ 79,403
$ 85,284
$ 81,703
$ 87,730
Private Education Loans (net of allowance for losses of $1,298, $1,311,
$1,297 and $1,351 respectively)

22,923
22,552
23,419
23,340
Investments

Available-for-sale

2

3

2

3
Other

354

311

268

347

Total investments

$
356
$
314
$
270
$
350
Cash and cash equivalents

2,398

1,364

1,518

1,253
Restricted cash and investments

3,399

3,720

3,246

3,600
Goodwill and acquired intangible assets, net

802

664

810

670
Other assets

3,928

3,992

4,025

4,193

Total assets

$113,209
$117,890
$114,991
$121,136

Liabilities

Short-term borrowings

$
5,131
$
2,160
$
4,771
$
2,334
Long-term borrowings

102,797
109,586
105,012
112,368
Other liabilities

1,613

2,472

1,723

2,711

Total liabilities

$109,541
$114,218
$111,506
$117,413
Commitments and contingencies

Equity

Common stock, par value $0.01 per share, 1.125 billion shares authorized:
445 million, 439 million, 440 million and 436 million shares issued,
respectively

4

4

4

4
Additional paid-in capital

3,127

3,047

3,077

3,022
Accumulated other comprehensive (loss) income (net of tax expense of $55,
$13, $36 and $3 respectively)

173

22

61

6
Retained earnings

3,073

2,930

3,004

2,890

Total Navient Corporation stockholders' equity before treasury stock

6,377

6,003

6,146

5,922
Less: Common stock held in treasury at cost: 180 million, 154 million,
177 million and 145 million shares, respectively

(2,740)

(2,355)

(2,692)

(2,223)

Total Navient Corporation stockholders' equity

3,637

3,648

3,454

3,699
Noncontrolling interest

31

24

31

24

Total equity

3,668

3,672

3,485

3,723

Total liabilities and equity

$113,209
$117,890
$114,991
$121,136

S-7
Table of Contents
RISK FACTORS
Any investment in the notes involves a high degree of risk. You should carefully consider the risks described below and all of the information
contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference herein
and therein before deciding whether to purchase the notes. In addition, you should carefully consider, among other things, the matters discussed under
"Risk Factors" and "Legal Proceedings" in our Annual Report on Form 10-K for the year ended December 31, 2017, our Quarterly Report on Form 10-
Q for the quarter ended March 31, 2018 and 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-
https://www.sec.gov/Archives/edgar/data/1593538/000119312518188198/d589323d424b2.htm[6/8/2018 5:26:05 PM]

424B2
looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See "Forward-Looking
Statements" in this prospectus supplement and 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).

S-8
Table of Contents
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-
https://www.sec.gov/Archives/edgar/data/1593538/000119312518188198/d589323d424b2.htm[6/8/2018 5:26:05 PM]

Document Outline

#1">
- #1">