Obligation Naviant Corp 5% ( US63938CAK45 ) en USD

Naviant Corp

99.203 % ▲

Etats-unis

US63938CAK45 ( en USD )

5% par an ( paiement semestriel )

15/03/2027

Prospectus brochure de l'obligation Navient Corp US63938CAK45 en USD 5%, échéance 15/03/2027

2 000 USD

700 000 000 USD

63938CAK4

BB- ( Spéculatif )

Ba3 ( Spéculatif )

15/03/2026 ( Dans 35 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 US63938CAK45, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2027

L'Obligation émise par Naviant Corp ( Etats-unis ) , en USD, avec le code ISIN US63938CAK45, 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 US63938CAK45, a été notée BB- ( 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. 333-218415
CALCULATION OF REGISTRATION FEE

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

Registered

Offering Price

Offering Price

Registration Fee(1)
5.00% Senior Notes due 2027

$700,000,000

100.000%

$700,000,000

$90,860.00

(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 June 1, 2017)

NAVIENT CORPORATION
$700,000,000 5.00% Senior Notes due 2027

The notes will mature on March 15, 2027. We will pay interest on the notes on March 15 and September 15 of each year. The first such payment on the
notes will be made on September 15, 2020. 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-9 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, 2018, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019
and September 30, 2019, 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%
$ 700,000,000
Underwriting discount

1.000%
$
7,000,000
Proceeds to Navient Corporation (before expenses)

99.000%
$ 693,000,000

(1)
Plus accrued interest, if any, from January 27, 2020, if settlement occurs after that date.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement
or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Obligations of Navient
Corporation and any subsidiary of Navient Corporation are not guaranteed by the full faith and credit of the United States of America. Neither
Navient Corporation nor any subsidiary of Navient Corporation is a government-sponsored enterprise or an instrumentality of the United States
of America.
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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 January 27, 2020.

Joint Book-Running Managers

RBC Capital Markets

BofA Securities

J.P. Morgan
Barclays

Credit Suisse
The date of this prospectus supplement is January 23, 2020
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-5
Summary Historical Financial Data
S-7
Risk Factors
S-9
Use of Proceeds
S-12
Capitalization
S-13
Description of Notes
S-14
United States Federal Income Tax Considerations for 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
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
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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, 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"). Neither we nor the underwriters or any of our or their affiliates is hereby 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.

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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,"
"may," "could," "should," "goal," 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 securitization trusts that could
accelerate or delay repayment of the bonds; 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; activities by shareholder activists, including a proxy contest or any unsolicited
takeover proposal; changes in general economic conditions; and the other factors that are described in the "Risk Factors" section of our Annual Report on
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Form 10-K for the year ended December 31, 2018 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
Table of Contents
into the accompanying prospectus, including those risks in our Annual Report on Form 10-K for the year ended December 31, 2018, 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.

S-iv
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, 2018.
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 education loan 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 also employ team members in western New York, northeastern Pennsylvania, Indiana, Tennessee,
Texas, Virginia, Wisconsin, California and other locations.
With a focus on data-driven insights, service, compliance and innovative support, Navient:

·
owns $87.9 billion of education loans as of September 30, 2019;

·
originates private education loans ("Private Education Loans");

·
services and performs asset recovery activities on its own portfolio of education loans, as well as education loans owned by other

institutions, including the United States Department of Education ("ED"); and

·
provides revenue cycle management and business processing services to federal, state and municipal clients, public authorities and

healthcare organizations.
As of September 30, 2019, our principal assets consisted of:

·
$66.1 billion in FFELP Loans, with a 0.82% Core Earnings segment net interest margin and a weighted average life of 7 years;
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·
$21.8 billion in Private Education Loans, with a 3.45% Core Earnings segment net interest margin and a weighted average life of 5

years;

·
a loan origination business that assists borrowers in refinancing their education loan debt and assists students and families in financing

their higher education, which produced $1.4 billion of Private Education Loan originations in third-quarter 2019;

·
an education loan servicing business that services over $300 billion in ED, FFELP and Private Education Loans; and

·
a business solutions suite through which we provide services for approximately 600 clients in the non-education related government and

healthcare sectors.
Recent Developments
Department of Education Servicing Contract Extension
As of September 30, 2019, we serviced loans for approximately 5.7 million customer accounts under our ED federal servicing contract. The ED
extended our servicing contract with them in December 2019 for an additional year, and the ED has the option to extend the term of the contract for
two additional six-month periods.

S-1
Table of Contents
Shift to Tangible Equity Ratio Metric
In connection with our implementation of the Current Expected Credit Loss model, beginning in fiscal year 2020, the tangible net asset ratio we
have historically used will become less aligned with our capital management requirements. As our consumer assets become a greater overall
percentage of our balance sheet, we have decided to make a shift to using a tangible equity ratio, which is more in line with the capital and leverage
views of the rating agencies and of investors.
Preliminary Financial Results for the Quarter and Year Ended December 31, 2019
On January 21, 2020, we issued a press release announcing our financial results as of and for the quarter and fiscal year ended December 31,
2019. We announced the results below, including Core Earnings net income which is a non-GAAP financial measure. An explanation of Core
Earnings net income and a reconciliation to generally accepted accounting principles ("GAAP") net income is provided below.
Fourth Quarter Results

·
GAAP net income of $171 million for the quarter ended December 31, 2019 compared to $72 million for the same quarter from the

previous year.

·
Core Earnings net income of $153 million for the quarter ended December 31, 2019 compared to $140 million for the same quarter from

the previous year.
Year End Results

·
GAAP net income of $597 million for the year ended December 31, 2019 compared to $395 million for the year ended December 31,

2018.

·
Core Earnings net income of $607 million for the year ended December 31, 2019 compared to $519 million for the year ended

December 31, 2018.
Fourth Quarter Segment Results
GAAP requires segment results to be presented using the basis of reporting that management uses to review internally when making decisions
regarding the performance of the business and how to allocate resources. We call the basis of reporting we use "Core Earnings". Our segment results
for the quarter ended December 31, 2019 are as follows:

·
Core Earnings of $136 million in our Federal Education Loans business segment for the quarter ended December 31, 2019 compared to

$147 million for the same quarter from the previous year.

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·
Core Earnings of $89 million in our Consumer Lending business segment for the quarter ended December 31, 2019 compared to

$66 million for the same quarter from the previous year.

·
Core Earnings of $8 million in our Business Processing business segment for the quarter ended December 31, 2019 compared to

$7 million for the same quarter from the previous year.

·
Core Earnings of $(80) million in our Other business segment for the quarter ended December 31, 2019 compared to $(80) million for

the same quarter from the previous year.
Year End Segment Results

·
Core Earnings of $525 million in our Federal Education Loans business segment for the year ended December 31, 2019 compared to

$580 million for the year ended December 31, 2018.

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Table of Contents
·
Core Earnings of $316 million in our Consumer Lending business segment for the year ended December 31, 2019 compared to $252

million for the year ended December 31, 2018.

·
Core Earnings of $33 million in our Business Processing business segment for the year ended December 31, 2019 compared to $30

million for the year ended December 31, 2018.

·
Core Earnings of $(267) million in our Other business segment for the year ended December 31, 2019 compared to $(343) million for

the year ended December 31, 2018.
KPMG LLP, our independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect
to the financial information in the earnings release or provided above. We are currently preparing our Annual Report on Form 10-K for the year
ended December 31, 2019. The financial statements therein will be audited by our independent registered public accounting firm. While we believe
the financial information in the earnings release and herein fairly presents, in all material respects, our results of operations and financial condition for
2019 and as of the end of the year, the preparation of our Annual Report on Form 10-K and the audit by our independent registered public accounting
firm could result in changes to our reported financial information, and such changes may be material.
Non-GAAP financial measures
We prepare financial statements and present financial results in accordance with GAAP. However, we also evaluate our business segments and
present financial results on a basis that differs from GAAP. We refer to this different basis of presentation as Core Earnings. We provide this Core
Earnings basis of presentation on a consolidated basis and for each business segment because this is what we review internally when making
management decisions regarding our performance and how we allocate resources. We also refer to this information in our presentations with credit
rating agencies, lenders and investors. Because our Core Earnings basis of presentation corresponds to our segment financial presentations, we are
required by GAAP to provide Core Earnings disclosure in the notes to our consolidated financial statements for our business segments.
Core Earnings are not a substitute for reported results under GAAP. We use Core Earnings to manage our business segments because Core
Earnings reflect adjustments to GAAP financial results for two items, discussed below, that can create significant volatility mostly due to timing
factors generally beyond the control of management. Accordingly, we believe that Core Earnings provide management with a useful basis from which
to better evaluate results from ongoing operations against the business plan or against results from prior periods. Consequently, we disclose this
information because we believe it provides investors with additional information regarding the operational and performance indicators that are most
closely assessed by management. When compared to GAAP results, the two items we remove to result in our Core Earnings presentations are:

·
Mark-to-market gains/losses resulting from our use of derivative instruments to hedge our economic risks that do not qualify for hedge

accounting treatment or do qualify for hedge accounting treatment but result in ineffectiveness; and

·
The accounting for goodwill and acquired intangible assets.
While GAAP provides a uniform, comprehensive basis of accounting, for the reasons described above, our Core Earnings basis of presentation
does not. Core Earnings are subject to certain general and specific limitations that investors should carefully consider. For example, there is no
comprehensive, authoritative guidance for management reporting. Our Core Earnings are not defined terms within GAAP and may not be comparable
to similarly titled measures reported by other companies. Accordingly, our Core Earnings presentation does not represent a comprehensive basis of
accounting. Investors, therefore, may not be able to compare our performance with that of other financial services companies based upon Core
Earnings. Core Earnings results are only meant to supplement GAAP results by providing additional information regarding the operational and
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performance indicators that are most closely used by management, our board of directors, credit rating agencies, lenders and investors to assess
performance.

S-3
Table of Contents
The following table summarizes the differences between Core Earnings net income and GAAP net income and details each specific adjustment
required to reconcile our Core Earnings segment presentation to our GAAP earnings.

QUARTERS ENDED

YEARS ENDED

December 31,
December 31,
December 31,
December 31,
(Dollars in millions)

2019

2018

2019

2018

Core Earnings net income

$
153
$
140
$
607
$
519
Core Earnings adjustments to GAAP:

Net impact of derivative accounting

27

(59)

5

(90)
Net impact of goodwill and acquired intangible assets

(6)

(8)

(30)

(47)
Net tax effect

(3)

(1)

15

13

Total Core Earnings adjustments to GAAP

18

(68)

(10)

(124)

GAAP net income

$
171
$
72
$
597
$
395

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, 2018. See "Where You Can Find More Information" in this prospectus supplement.

S-4
Table of Contents
THE OFFERING

Issuer
Navient Corporation

Securities Offered
$700 million aggregate principal amount of 5.00% Senior Notes due 2027.

We will issue the notes under a base indenture, dated as of July 18, 2014, between us and

The Bank of New York Mellon, as trustee, as supplemented by a supplemental indenture to
be entered into between us and the trustee.

Maturity Date
The notes will mature on March 15, 2027.

Interest Rate
5.00% per year.

Interest Payment Dates
March 15 and September 15 of each year, commencing on September 15, 2020.

Optional Redemption
We may redeem the notes at our option, at any time in whole or from time to time in part,
(1) prior to September 15, 2026 (six months prior to the maturity date of the notes) (the "Par
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Call Date"), at a redemption price equal to the greater of (i) 100% of the principal amount of
the notes to be redeemed and (ii) 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) that would be due if such notes matured on the Par Call Date,
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 the
case of (i) and (ii), accrued and unpaid interest thereon to the date of redemption and (2) on
and after the Par Call Date, at a redemption price equal to 100% of the principal amount of
the notes to be redeemed plus accrued and unpaid interest thereon to the date of redemption.
See "Description of Notes--Optional Redemption."

Ranking
The notes will be our senior unsecured debt and will rank equally with all of our existing and
future unsecured and unsubordinated debt. The notes will be effectively subordinated to all
of our existing and future secured debt to the extent of the assets securing that debt and to all
the debt and other liabilities of our subsidiaries.

As of September 30, 2019, (i) we had an approximately $10.5 billion aggregate principal

amount of unsecured senior indebtedness outstanding with which the notes will rank pari
passu and (ii) our subsidiaries had no unsecured senior indebtedness outstanding.

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

S-5
Table of Contents
Certain Covenants
The indenture governing the notes will contain covenants that limit our ability to consolidate,
merge or transfer all or substantially all of our assets. These covenants are subject to
important exceptions and qualifications, which are described in the "Description of Notes"
section of this prospectus supplement.

Use of Proceeds
We estimate that the net proceeds from this offering, after deducting underwriters' discounts
and estimated offering expenses of approximately $1.1 million, will be approximately $691.9
million. We intend to use the net proceeds from this offering for general corporate purposes,
including debt repurchases.

United States Federal Income Tax Considerations for
You should consult your tax advisor with respect to the U.S. federal income tax
Non-U.S. Holders
considerations of owning the notes in light of your own particular situation and with respect
to any tax considerations arising under the laws of any state, local, foreign or other taxing
jurisdiction. See "United States Federal Income Tax Considerations for 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-9 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-6
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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, 2018 and our Quarterly Report on Form 10-Q for the nine months ended September 30, 2019,
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)

Nine Months
Ended
Year Ended
September 30,
December 31,

(Unaudited)

(Audited)

2019
2018
2018
2017
2016
Interest income:

FFELP Loans
$2,211 $2,242 $3,027 $2,693 $2,528
Private Education Loans
1,317 1,327 1,778 1,634 1,587
Other loans

2
4
6
13
9
Cash and investments

75
66
97
43
22

Total interest income
3,605 3,639 4,908 4,383 4,146
Total interest expense
2,714 2,707 3,668 2,971 2,441

Net interest income

891
932 1,240 1,412 1,705
Less: provisions for loan losses

208
284
370
426
429

Net interest income after provisions for loan losses

683
648
870
986 1,276

Other income (loss):

Servicing revenue

182
210
274
290
304
Asset recovery and business processing revenue

364
313
430
475
390
Other income

37
29
17
9
7
Gains on sales of loans and investments

16
--
--
3
--
Gains (losses) on debt repurchases

59
(9)
19
(3)
1
Gains (losses) on derivative and hedging activities, net

(21)
10
(38)
22
117

Total other income

637
553
702
796
819

Expenses:

Salaries and benefits

372
380
507
519
500
Other operating expenses

377
351
477
447
451

Total operating expenses

749
731
984
966
951
Goodwill and acquired intangible asset impairment and amortization expense

23
39
47
23
36
Restructuring/other reorganization expenses

4
10
13
29
--

Total expenses

776
780 1,044 1,018
987

Income before income tax expense

544
421
528
764 1,108
Income tax expense

119
98
133
472
427

Net income
$ 425 $ 323 $ 395 $ 292 $ 681

Basic earnings per common share
$ 1.81 $ 1.23 $ 1.52 $ 1.06 $ 2.15

Average common shares outstanding

235
263
260
275
316

Diluted earnings per common share
$ 1.79 $ 1.21 $ 1.49 $ 1.04 $ 2.12

Average common and common equivalent shares outstanding

238
267
264
281
322

Dividends per common share
$
.48 $
.48 $
.64 $
.64 $
.64

S-7
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424B2
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share amounts)

September 30,
December 31,

(Unaudited)

(Audited)

2019

2018

2018

2017

Assets

FFELP Loans (net of allowance for losses of $65, $79, $76 and $60 respectively)
$66,087 $ 74,257 $ 72,253 $ 81,703
Private Education Loans (net of allowance for losses of $1,101, $1,226, $1,201 and $1,297
respectively)
21,846 22,447 22,245 23,419
Investments

Available-for-sale

--
2
--
2
Held-to-maturity

21
--
--
--
Other

220
294
226
386

Total investments
$
241 $
296 $
226 $
388
Cash and cash equivalents
1,583
2,143
1,286
1,518
Restricted cash and cash equivalents
2,677
3,105
3,976
3,128
Goodwill and acquired intangible assets, net

763
792
786
810
Other assets
3,356
3,453
3,404
4,025

Total assets
$96,553 $106,493 $104,176 $114,991

Liabilities

Short-term borrowings
$ 7,004 $
5,007 $
5,422 $
4,771
Long-term borrowings
84,769 96,089 93,519 105,012
Other liabilities
1,528
1,642
1,688
1,723

Total liabilities
$93,301 $102,738 $100,629 $111,506
Commitments and contingencies

Equity

Common stock, par value $0.01 per share, 1.125 billion shares authorized: 450 million,
445 million, 445 million and 440 million shares issued, respectively

4
4
4
4
Additional paid-in capital
3,188
3,142
3,145
3,077
Accumulated other comprehensive (loss) income (net of tax (benefit) expense of $(41), $72, $35
and $36 respectively)

(124)
227
113
61
Retained earnings
3,527
3,186
3,218
3,004

Total Navient Corporation stockholders' equity before treasury stock
6,595
6,559
6,480
6,146
Less: Common stock held in treasury at cost:

229 million, 187 million, 198 million and 177 million shares, respectively
(3,355)
(2,835)
(2,961)
(2,692)

Total Navient Corporation stockholders' equity
3,240
3,724
3,519
3,454
Noncontrolling interest

12
31
28
31

Total equity
3,252
3,755
3,547
3,485

Total liabilities and equity
$96,553 $106,493 $104,176 $114,991

S-8
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, 2018, our Quarterly Report on Form
10-Q for the quarter ended September 30, 2019 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-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.
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