UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 11-K
______________________
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: December 31, 2016
Commission File No. 001-36228
Navient 401(k) Savings Plan
(Full title of the plan)
Navient Corporation
(Name of issuer of securities)
123 Justison Street, Wilmington, Delaware 19801
(Address of issuer's principal executive offices)
Navient 401(k) Savings Plan
Financial Statements and Supplemental Schedule
December 31, 2016 and 2015
Navient 401(k) Savings Plan
Table of Contents
December 31, 2016 and 2015
Page
Report of Independent Registered Public
Accounting Firm
........................................................................................1
Financial
Statements
Statements of Net
Assets Available for Benefits
As of
December 31, 2016 and 2015
.....................................................................................................................................2
Statement of
Changes in Net Assets Available for Benefits
Year
Ended December 31, 2016
.............................................................................................................................................3
Notes
to Financial Statements
..............................................................................................................................................4
Supplemental
Schedule*
Schedule of Assets
(Held at End of
Year) ...........................................................................................................................10
ERISA
have been omitted because they were not applicable.
Report of Independent Registered Public Accounting
Firm
To the
Employee Benefits Fiduciary Committee
Navient
401(k) Savings Plan
We have
audited the accompanying statements of net assets available for
benefits of Navient 401(k) Savings Plan (the "Plan") as of December
31, 2016 and 2015, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2016.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. The Plan is not required to have, nor were
we engaged to perform, an audit of internal control over financial
reporting. Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of
the Plan as of December 31, 2016 and 2015, and the changes in its
net assets available for benefits for the year ended December 31,
2016, in conformity with accounting principles generally accepted
in the United States of America.
The
supplemental information in the accompanying schedule of assets
(held at end of year) as of December 31, 2016 has been subjected to
audit procedures performed in conjunction with the audit of the
Plan’s financial statements. The supplemental information is
presented for the purpose of additional analysis and is not a
required part of the financial statements but includes supplemental
information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental
information is the responsibility of the Plan’s management.
Our audit procedures included determining whether the supplemental
information reconciles to the financial statements or the
underlying accounting and other records, as applicable, and
performing procedures to test the completeness and accuracy of the
information presented in the supplemental information. In forming
our opinion on the supplemental information in the accompanying
schedule, we evaluated whether the supplemental information,
including its form and content, is presented in conformity with the
Department of Labor’s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974. In our opinion, the supplemental information in the
accompanying schedule is fairly stated in all material respects in
relation to the financial statements as a whole.
/s/ CohnReznick LLP
Bethesda,
Maryland
June
29, 2017
Navient 401(k) Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 2016 and 2015
|
|
|
|
2016
|
|
2015
|
Assets
|
|
|
|
|
|
Investments, at fair value
|
$ 488,137,307
|
|
$ 455,872,168
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
Notes receivable from participants
|
12,537,496
|
|
11,669,058
|
|
Total receivables
|
12,537,496
|
|
11,669,058
|
|
|
|
|
|
|
|
Net assets available for benefits
|
$ 500,674,803
|
|
$ 467,541,226
|
|
|
|
|
|
|
|
See
Notes to Financial Statements
.
Navient 401(k) Savings Plan
Statement of Changes in Net Assets Available for
Benefits
Year Ended December 31, 2016
Additions
to net assets attributed to:
|
|
|
|
Investment
gain:
|
|
|
|
Net
appreciation in fair value of investments
|
|
$
22,501,075
|
|
|
Dividends
and interest
|
|
14,155,433
|
|
|
|
|
36,656,508
|
|
|
|
|
|
|
Interest
on notes receivable from participants
|
|
389,379
|
|
|
|
|
|
|
Contributions
|
|
|
|
|
Employer
|
|
17,143,638
|
|
|
Participant
|
|
18,552,939
|
|
|
Rollover
|
|
2,007,794
|
|
|
|
|
37,704,371
|
|
|
|
|
|
|
|
Total
net additions
|
|
74,750,258
|
|
|
|
|
|
Deductions
from net assets attributed to:
|
|
|
|
Benefits
paid to participants
|
|
41,461,882
|
|
Administrative
expenses
|
|
154,799
|
|
|
Total
deductions
|
|
41,616,681
|
|
|
|
|
|
|
|
|
|
|
Net
increase
|
|
33,133,577
|
|
|
|
|
|
Net
assets available for benefits
|
|
|
|
Beginning
of year
|
|
467,541,226
|
|
End of
year
|
|
$
500,674,803
|
|
|
|
|
|
See
Notes to Financial Statements
.
Navient 401(k) Savings Plan
Notes to Financial Statements
December 31, 2016 and 2015
General
The
Navient 401(k) Savings Plan (the “Plan”) is a defined
contribution plan established for the benefit of certain eligible
employees of Navient Corporation (the “Company”) and
its participating subsidiaries (the “Participants”).
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”). The
following description of the Plan provides only general
information. Participants should refer to the Plan documents for a
more complete description of the Plan's provisions.
The
Plan covers substantially all employees of the Company and its
participating subsidiaries. Eligible employees may participate in
the Plan after one month of service.
Fidelity Management
Trust Company (“Fidelity”) is the Plan Trustee. An
affiliate of Fidelity, Fidelity Investments Institutional
Operations Company, Inc. (“FIIOC”), serves as
recordkeeper.
Contributions
and vesting
Participants are
eligible to contribute from 1 to 75 percent of their eligible
compensation to the Plan, in increments of whole percentages, up to
the Internal Revenue Service (“IRS”) annual maximum
limits. The Plan allows participants who will attain age 50 in the
current Plan year to make catch-up contributions into the Plan up
to the IRS maximum. Participants may also contribute amounts into
the Plan from other qualified employer plans in which they had
previously participated. Participants direct the investment of
their contributions into various investment options offered by the
Plan.
The Company makes a safe harbor matching
contribution on behalf of each Participant after the Participant
has accrued six months of service.
This matching contribution is 100
percent of employee contributions (i.e., a dollar-for-dollar match)
up to the first three percent of a Participant’s
compensation and 50 percent on the next two percent of a
Participant’s compensation. These matching contributions and
related earnings vest immediately. The Company also makes a
contribution in an amount equal to one percent of eligible
compensation to each eligible employee after one month of service,
which vests after one year of service. Employees subject to the
Service Contract Act may be eligible to receive fully-vested
employer contributions based on the service contract fringe benefit
differential rate compared with the company cost of benefits they
have elected. Participants also direct the investments of Company
contributions.
Effective January
1, 2017, a qualified automatic enrollment arrangement was added to
the Plan. Eligible employees are automatically enrolled to
contribute three percent of their eligible compensation each pay
period. This contribution amount automatically increases each year
by one percent of eligible compensation, up to a maximum employee
contribution equal to 10% of eligible compensation. Participants
have the ability to opt out of automatic enrollments and automatic
increases. Effective January 1, 2017, the one percent Company
contribution was eliminated and matching contributions were
enhanced to 100% up to five percent of a Participant’s
compensation.
Participants
forfeit their right to Company contributions that are unvested at
the time of their termination of service. During 2016, Company
contributions were reduced by $79,644 from previously forfeited
non-vested accounts. Unused forfeitures at December 31, 2016 and
2015 totaled $941 and $1,796, respectively, which will be used to
offset future Company contributions.
The
Plan also allows the Company to make a discretionary profit sharing
contribution, whereby the Company determines the amount of net
profits, if any, to contribute to the Plan. The Company did not
make any profit sharing contributions for year ended December 31,
2016.
Notes
receivable from Participants
Participants may
generally borrow up to 50 percent of their vested benefit to a
maximum of $50,000. Participants may have no more than two loans
outstanding at any time. The term of a loan will be three or five
years, at the election of the Participant, except for a loan to
purchase the Participant's principal residence, which can be repaid
over 20 years. Loans are secured by the Participant's account
balance, bear interest at the prime rate established monthly by the
Federal Reserve, and are repaid biweekly through automatic payroll
deductions. In addition, Participants may repay all or a portion
(in $500 increments) of such loans at any time. Loans allowable
under the Plan, collateralized by Participant account balances, are
due in varying installments through 2036, with interest rates
ranging from 3.25% to 9%.
Investment
elections
The
Plan offers a variety of investment options, including various
registered investment companies and a unitized employer stock fund.
In addition, Participants have the option to direct investments
through a self-directed brokerage account. Under the self-directed
brokerage account, Participants may direct investments in any
security other than Company stock or other investments offered by
Fidelity, regardless of whether they are included as investment
options offered by the Plan. The one percent Company contribution,
eliminated effective January 1, 2017, is made to a qualified
default investment if a Participant does not make an investment
election. The qualified default investment is the Fidelity Freedom
Fund, based on the Participant’s date of birth and year in
which the Participant attains age 65.
Participant
accounts
Each
Participant’s account is credited with the
Participant’s and the Company’s contributions and their
portion of the Plan’s earnings (losses). Plan earnings
(losses) are allocated based on the Participant’s designated
investments of their account balances, as defined. The benefit to
which a Participant is entitled is the benefit that can be provided
from the Participant’s vested account.
Payment
of benefits
Participants may
withdraw funds from their account upon retirement, disability,
separation from employment, attainment of age 59-1/2, and certain
other times as specified in the Plan document. Distributions shall
be made in a lump sum in cash, in the Company’s common stock,
or a combination thereof, reduced by the outstanding balance of any
loans not repaid by the Participant.
Administrative
expenses
Participants pay
fees relating to Participant’s loans and withdrawals.
Additionally, Participants may pay for commissions associated with
common stock purchases and sales and short term transaction fees in
certain funds when Participants trade in and out of the funds
within the time restriction specified for such funds. Participant
costs, including investment management fees charged by the
respective funds, are charged directly to the Participant's account
and are reflected in the statement of changes in net assets
available for benefits. The Company bears the remaining cost of
Plan administration.
Plan
administration
The
Navient Corporation Employee Benefits Fiduciary Committee
administers the Plan and is responsible for development of Plan
investment policies and guidelines. Officers of the Company or its
subsidiaries presently serve as Committee members. The Plan did not
pay the Company, its subsidiaries or the Committee members for
their services.
2.
Summary
of Significant Accounting Policies
Basis
of accounting
The
financial statements of the Plan are prepared on the accrual basis
of accounting in accordance with accounting principles generally
accepted in the United States of America.
Fair
Value Measurements
Financial Accounting Standards Board’s
("FASB") Accounting Standards Codification Topic 820,
Fair Value
Measurements and Disclosures
(“ASC 820”) defines fair value as the
price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date. ASC 820 specifies a fair value hierarchy
which prioritizes the inputs to valuation techniques used to
measure fair value into three broad levels. Classification is based
on the lowest level of input that is significant to the fair value
of the instrument. The three levels are as
follows:
Level 1
– Quoted prices (unadjusted) in active markets for identical
assets or liabilities that the reporting entity has the ability to
access at the measurement date. The types of financial instruments
included in level 1 are highly liquid instruments with quoted
prices.
Level 2
– Inputs to the valuation methodology include: quoted prices
for similar assets or liabilities in active markets; quoted prices
for identical or similar assets or liabilities in inactive markets;
inputs other than quoted prices that are observable for the asset
or liability; inputs that are derived principally from or
corroborated by observable market data by correlation or other
means. If the asset or liability has a specified (contractual)
term, the level 2 input must be observable for substantially the
full term of the asset or liability.
Level 3
– Pricing inputs significant to the valuation are
unobservable. Inputs are developed based on the best information
available; however, significant judgment is required by management
in developing the inputs.
The
related disclosures are in note 3.
Investment
valuation and income recognition
Investments held by
the Plan at December 31, 2016 consist of various registered
investment companies, a unitized employer stock fund, and a
self-directed brokerage option. Common stock, securities and
brokerage account investments traded on national securities
exchanges are carried at market value based on the closing price on
the last business day of the year. The fair value of registered
investment companies is determined based on quoted market prices,
which represents the net asset value for shares held at year-end.
The unit value of the Navient Stock Fund is based on the closing
price of the Company’s stock and the value of the money
market component on the last business day of the Plan year. The
Company’s stock is listed and traded on the NASDAQ Global
Select Market. Investments traded in the over-the-counter market
and listed securities for which no sale was reported on that date
are valued at the average of the last reported bid and asked
prices.
Dividend income is
recorded on the ex-dividend date. Interest earned on investments is
recorded on the accrual basis. Purchases and sales of securities
are recorded on the trade date.
Notes Receivable from Participants
Notes
receivable from participants are measured at their unpaid principal
balance plus any accrued but unpaid interest. Interest income is
recorded on the accrual basis. No allowance for credit losses has
been recorded as of December 31, 2016 or 2015. If a Participant
ceases to make loan repayments and the Plan administrator deems the
participant loan to be in default, the participant loan balance is
reduced and a benefit payment is recorded.
Contributions
Contributions made
by employees electing to participate in the Plan under salary
reduction agreements and Company contributions are recorded when
payable into the Plan.
Use
of estimates
The
preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and changes therein,
and disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.
Risks
and uncertainties
The
Plan provides for various investment options. Such investments are
subject to various risks such as interest rate, market and credit
risks. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the value of
investment securities will occur in the near term, including a
decrease in value, and that such changes could materially affect
Participants' account balances and the amounts reported in the
statement of net assets available for benefits.
Benefit
payments
Benefits are
recorded when paid.
Adoption
of accounting standard
In July
2015, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”)
2015-12,
Plan
Accounting: Defined Benefit Pension Plans (Topic 960), Defined
Contribution Pension Plans (Topic 962), Health and Welfare Benefit
Plans (Topic 965).
The
ASU is effective for fiscal years beginning after December 15,
2015, with early adoption permitted. Management has elected
to adopt the relevant parts of the ASU for the year ended December
31, 2015.
The ASU
eliminates the requirements to disclose individual investments that
represent 5 percent or more of net assets available for benefits
and the net appreciation or depreciation in fair value of
investments by general type. The ASU also simplifies the
level of disaggregation of investments that are measured using fair
value by general type; however, plans are no longer required to
also disaggregate investments by nature, characteristics and
risk. Further, the disclosure of information about fair value
measurements shall be provided by general type of plan asset. The
Plan early adopted ASU 2015-12 for the year ended December 31,
2015.
Navient 401(k) Savings Plan
Notes to Financial Statements
December 31, 2016 and 2015
3.
Fair
Value Measurements
The
fair value of Plan investments at December 31, 2016 and 2015 are
shown in the tables below.
|
|
|
Based
on
|
|
|
Fair
Value at December 31, 2016
|
Quoted
prices in active markets (Level 1)
|
Other
observable inputs (Level 2)
|
Unobservable
inputs (Level 3)
|
|
|
|
|
|
Mutual
Funds
|
$
462,717,621
|
$
462,717,621
|
$
-
|
$
-
|
Navient
Stock Fund
|
12,631,170
|
-
|
12,631,170
|
-
|
Self-directed
brokerage account
|
12,788,516
|
12,788,516
|
-
|
-
|
|
|
|
|
|
Total
Investments
|
$
488,137,307
|
$
475,506,137
|
$
12,631,170
|
$
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Based
on
|
|
|
Fair
Value at December 31, 2015
|
Quoted
prices in active markets (Level 1)
|
Other
observable inputs (Level 2)
|
Unobservable
inputs (Level 3)
|
|
|
|
|
|
Mutual
Funds
|
$
434,441,186
|
$
434,441,186
|
$
-
|
$
|
Navient
Stock Fund
|
9,758,258
|
-
|
9,758,258
|
-
|
Self-directed
brokerage account
|
11,672,724
|
11,672,724
|
-
|
-
|
|
|
|
|
|
Total
Investments
|
$
455,872,168
|
$
446,113,910
|
$
9,758,258
|
$
-
|
Navient 401(k) Savings Plan
Notes to Financial Statements
December 31, 2016 and 2015
Although it has not expressed any intent to do
so, the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions of ERISA and the Internal Revenue Code. In the event of
Plan termination, Participants would become 100 percent vested in
their
Company contributions.
5.
Related-Party
Transactions and Party-In-Interest Transactions
Certain
Plan investments are shares of registered investment companies, the
self-directed brokerage account or amounts of the Navient Stock
Fund managed by Fidelity. Fidelity is the trustee as defined by the
Plan and therefore these transactions qualify as party-in-interest
transactions. Fees paid by the Plan for administrative services
were $161,049 for the year ended December 31, 2016. Fees incurred
by the Plan for the investment management services are included in
net appreciation in fair value of the investment, as they are paid
through revenue sharing, rather than a direct payment. The Plan
also receives funding from Fidelity Management Trust Company.
During 2016, the Plan received $173,750 which is recorded net of
administrative expenses.
Additionally, the
Plan has investments in the Navient Stock Fund comprised
principally of Navient Corporation common stock. At December 31,
2016 and 2015, the Plan held 997,480 and 1,104,015 units,
respectively, valued at $12,631,170 and $9,758,258, respectively.
During 2016, 255,998 units in the amount of $2,517,902 were
purchased and 362,534 units in the amount of $3,746,475 were sold
related to the Navient Stock Fund. Such transactions qualify as
party-in-interest transactions, as Navient Corporation is the
Plan’s sponsor. During 2016, the Plan recorded dividend
income in the amount of $513,770 from Participants’
investments in the Navient Stock Fund.
The IRS
has determined and informed the Company by a letter dated August
10, 2016, that the Plan is designed in accordance with applicable
sections of the IRC. Although the Plan has been amended since
receiving the determination letter, the Plan administrator believes
that the Plan and related trust are operating in accordance with
the IRC and are qualified under Section 401(a) of the IRC.
Accordingly, no provision for income taxes has been
made.
Accounting
principles generally accepted in the United States of America
require plan management to evaluate tax positions taken by the Plan
and recognize a tax liability if the Plan has taken an uncertain
position that more likely than not would not be sustained upon
examination by the IRS. The Plan is subject to routine audits by
taxing jurisdictions for years since inception; however, there are
currently no audits for any tax periods in progress.
Navient
401(k) Savings Plan
Schedule
H, Line 4i – Schedule of Assets (Held at End of
Year)
EIN:
46-4054283 Plan: 001
Year
Ended December 31, 2016
|
Identity of issuer, borrower of similar entity
|
|
Description of Investment
|
|
Current value
|
*
|
Fidelity 500 Index Inst
|
|
Registered Investment Company
|
|
$ 63,197,288
|
*
|
Fidelity Contrafund K
|
|
Registered Investment Company
|
|
46,383,521
|
*
|
Fidelity Retirement Govt MM
|
|
Registered Investment Company
|
|
31,473,416
|
*
|
Fidelity Freedom K 2030
|
|
Registered Investment Company
|
|
27,701,651
|
*
|
Fidelity OTC K
|
|
Registered Investment Company
|
|
27,449,128
|
|
Victory Estb Value 1
|
|
Registered Investment Company
|
|
25,605,141
|
*
|
Fidelity Balanced K
|
|
Registered Investment Company
|
|
25,563,745
|
*
|
Fidelity Freedom K 2040
|
|
Registered Investment Company
|
|
21,518,456
|
|
Metwest Tot Rtn BD P
|
|
Registered Investment Company
|
|
21,036,428
|
*
|
Fidelity Freedom K 2020
|
|
Registered Investment Company
|
|
20,674,986
|
|
Loomis SM CP Grth IS
|
|
Registered Investment Company
|
|
19,248,438
|
*
|
Fidelity US Bond Index Is
|
|
Registered Investment Company
|
|
18,860,100
|
|
ABF Intl Equity Inst
|
|
Registered Investment Company
|
|
16,472,205
|
|
Invs Comstock R5
|
|
Registered Investment Company
|
|
15,614,998
|
|
Janus Enterprise N
|
|
Registered Investment Company
|
|
15,034,333
|
|
Brokeragelink
|
|
Self-directed brokerage account
|
|
12,788,516
|
|
Navient Stock Fund
|
|
Common Stock Fund
|
|
12,631,170
|
|
GS Small Cap Value Inst
|
|
Registered Investment Company
|
|
9,905,077
|
*
|
Fidelity Freedom K 2025
|
|
Registered Investment Company
|
|
9,284,791
|
*
|
Fidelity Freedom K 2055
|
|
Registered Investment Company
|
|
8,811,938
|
*
|
Fidelity Freedom K 2035
|
|
Registered Investment Company
|
|
7,892,425
|
*
|
Fidelity Freedom K 2050
|
|
Registered Investment Company
|
|
6,420,269
|
*
|
Fidelity Freedom K 2045
|
|
Registered Investment Company
|
|
5,828,434
|
*
|
Fidelity Intl Index PR
|
|
Registered Investment Company
|
|
5,588,514
|
*
|
Fidelity Freedom K 2010
|
|
Registered Investment Company
|
|
4,114,344
|
*
|
Fidelity Mid Cap Index PR
|
|
Registered Investment Company
|
|
2,710,445
|
*
|
Fidelity Sm Cap Index PR
|
|
Registered Investment Company
|
|
1,960,387
|
*
|
Fidelity Freedom K Income
|
|
Registered Investment Company
|
|
1,905,488
|
*
|
Fidelity Freedom K 2060
|
|
Registered Investment Company
|
|
1,581,206
|
*
|
Fidelity Freedom K 2015
|
|
Registered Investment Company
|
|
790,456
|
*
|
Fidelity Freedom K 2005
|
|
Registered Investment Company
|
|
90,014
|
|
|
|
|
|
|
|
Participant Loans:
|
|
|
|
|
*
|
Plan Participants
|
|
Loans allowable under the plan instrument, collateralized by
Participant account balances, are due in varying installments
through 2036, with interest rates ranging from 3.25% to
9%
|
|
12,537,496
|
|
|
|
|
|
|
|
Total
|
|
|
|
$ 500,674,803
|
|
|
|
|
|
|
|
* Denotes a party-in-interest
|
|
|
|
|
|
Note: Cost information is not required for participant-directed
investments and therefore is not included.
|
|
See
Report of Independent Registered Public Accounting
Firm.
SIGNATURES
The Plan
. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Plan Administrator has duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
NAVIENT
401(K) SAVINGS PLAN
|
Date: June 29,
2017
|
/s/ TED
A. MORRIS
|
|
Ted A.
Morris
|
|
Senior Vice
President and Controller
|
|
On behalf of the
Navient
Corporation
Employee Benefits Fiduciary Committee
|
|
|
EXHIBIT INDEX
Exhibit
No.
|
Description
|
23.1
|
Consent
of Independent Registered Public Accounting Firm –
CohnReznick LLP
|
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