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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K/A
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2015
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)
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Explanatory Note
The Navient 401(k) Savings Plan is filing this Form 11-K/A for the sole purpose of changing the heading on page 11 relating to the Schedule of Assets (Held at End of Year) and correcting several minor typographical errors. The original filing is otherwise unchanged and this amendment does not reflect events that have occurred after the original filing date.
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Navient 401(k) Savings Plan
Financial Statements and Supplemental Schedules
December 31, 2015 and 2014
Table of Contents
Navient 401(k) Savings Plan
December 31, 2015 and 2014
| Page | ||||
| 1 | ||||
| Financial Statements |
||||
| Statements of Net Assets Available for Benefits As of December 31, 2015 and 2014 |
2 | |||
| Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2015 |
3 | |||
| 4 | ||||
| Supplemental Schedules* |
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| 10 | ||||
| 11 | ||||
| * | Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they were not applicable. |
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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, 2015 and 2014, and the related statement of changes in net assets available for benefits for the year ended December 31, 2015. 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 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, 2015 and 2014, and the changes in its net assets available for benefits for the year ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
The supplemental information in the accompanying schedules of delinquent participant contributions for the year ended December 31, 2015 and assets (held at end of year) as of December 31, 2015 have 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 include 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 schedules, 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 schedules is fairly stated in all material respects in relation to the financial statements as a whole.
/s/ CohnReznick LLP
Bethesda, Maryland
June 27, 2016
1
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Navient 401(k) Savings Plan
Statements of Net Assets Available for Benefits
As of December 31, 2015 and 2014
| 2015 | 2014 | |||||||
| Assets |
||||||||
| Investments, at fair value (Note 3) |
$ | 455,872,168 | $ | 459,132,774 | ||||
| Receivables: |
||||||||
| Notes receivable from participants |
11,669,058 | 9,918,410 | ||||||
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| Total receivables |
11,669,058 | 9,918,410 | ||||||
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| Net assets available for benefits |
$ | 467,541,226 | $ | 469,051,184 | ||||
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See Notes to Financial Statements.
2
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Navient 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2015
| Additions to net assets attributed to: |
||||
| Dividends and interest |
$ | 22,367,886 | ||
| Interest on notes receivable from participants |
347,323 | |||
| Contributions |
||||
| Employer |
17,281,025 | |||
| Participant |
17,840,299 | |||
| Rollover |
4,032,270 | |||
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| 39,153,594 | ||||
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| Total net additions |
61,868,803 | |||
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| Deductions from net assets attributed to: |
||||
| Benefits paid to participants |
35,199,603 | |||
| Net depreciation in fair value of investments |
28,039,690 | |||
| Administrative expenses |
139,468 | |||
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|
|
|||
| Total deductions |
63,378,761 | |||
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|
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| Net decrease |
(1,509,958 | ) | ||
| Net assets available for benefits |
||||
| Beginning of year |
469,051,184 | |||
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|
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| End of year |
$ | 467,541,226 | ||
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See Notes to Financial Statements.
3
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Navient 401(k) Savings Plan
December 31, 2015 and 2014
| 1. | Plan Description |
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”) maximum. 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 on the first three percent of a Participant’s contributions and 50 percent on the next two percent of a Participant’s contributions. 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.
Participants forfeit their right to Company contributions that are unvested at the time of their termination of service. During 2015, Company contributions were reduced by $103,000 from previously forfeited non-vested accounts. Unused forfeitures at December 31, 2015 and 2014 totaled $1,796 and $991, 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, 2015.
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
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Navient 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
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 Document, collateralized by Participant account balances, are due in varying installments through 2035, 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 make contributions to 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 will be made to the default investment, if a Participant does not make an investment election. The default fund 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 such 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.
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Navient 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
| 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, 2015 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.
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Navient 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
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, 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 statements 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.
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Navient 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
| 3. | Fair Value Measurements |
The fair value of Plan investments at December 31, 2015 is shown in the table below.
| Based on | ||||||||||||||||
| Fair Value at December 31, 2015 |
Quoted prices in active markets (Level 1) |
Other observable inputs (Level 2) |
Unobservable inputs (Level 3) |
|||||||||||||
| Registered investment companies |
$ | 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 | — | — | ||||||||||||
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| Total Investments |
$ | 455,872,168 | $ | 446,113,910 | $ | 9,758,258 | $ | — | ||||||||
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| Based on | ||||||||||||||||
| Fair Value at December 31, 2014 |
Quoted prices in active markets (Level 1) |
Other observable inputs (Level 2) |
Unobservable inputs (Level 3) |
|||||||||||||
| Registered investment companies |
$ | 430,243,249 | $ | 430,243,249 | $ | — | $ | — | ||||||||
| Navient Stock Fund |
18,173,414 | — | 18,173,414 | — | ||||||||||||
| Self-directed brokerage account |
10,716,111 | 10,716,111 | — | — | ||||||||||||
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| Total Investments |
$ | 459,132,774 | $ | 440,959,360 | $ | 18,173,414 | $ | — | ||||||||
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Navient 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
| 4. | Plan Termination |
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 (the “IRC”). 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 $139,468 for the year ended December 31, 2015. Fees incurred by the Plan for the investment management services are included in net depreciation in fair value of the investments, as they are paid through revenue sharing, rather than a direct payment.
Additionally, the Plan has investments in the Navient Stock Fund comprised principally of Navient Corporation common stock. At December 31, 2015 and 2014, the Plan held 1,104,015 and 1,099,643 units, respectively, valued at $9,758,258 and $18,173,414, respectively. During 2015, 310,109 units in the amount of $3,788,264 were purchased and 305,737 units in the amount of $3,968,325 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 2015, the Plan recorded dividend income in the amount of $526,347 from Participants’ investments in the Navient Stock Fund.
| 6. | Income Tax Status |
The Plan Sponsor timely requested a determination by the IRS that the Plan is designed in accordance with applicable sections of the IRC. Although the IRS has not yet issued a determination as to the Plan’s tax-qualified status, 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.
| 7. | Nonexempt Transactions |
As reported on the supplemental schedule of delinquent participant contributions (Schedule H, Line 4a), certain Plan contributions were not remitted to the trust within the time frame specified by the Department of Labor’s Regulation 29 (CFR 2510.3-102), thus constituting nonexempt transactions between the Plan and the Company for the period April 30, 2014 (date of inception) through December 31, 2014. The contributions were corrected outside of the Voluntary Fiduciary Correction Program (“VFCP”) in January 2015.
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Navient 401(k) Savings Plan
Schedule H, Line 4a – Schedule of Delinquent Participant Contributions
EIN: 46-4054283 Plan: 001
Year Ended December 31, 2015
Total that Constitute
Nonexempt Prohibited Transactions
|
Participant |
Check Here if Late Participant Loan Repayments are Included |
Contributions Not Corrected |
Contributions Corrected Outside VFCP |
Contributions Pending Correction Outside VFCP |
Contributions Pending Correction in VFCP |
Total Fully Corrected Under Voluntary Fiduciary Correction Program (“VFCP”) and Prohibited Transaction Exemption 2002-51 | ||||||||||
| $753 | $ | 753 | ||||||||||||||
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See Report of Independent Registered Public Accounting Firm.
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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, 2015
| Identity of issuer, borrower or similar entity |
Description of Investment |
Current value | ||||||
| Spartan 500 Index Inst | Registered Investment Company | $ | 57,228,506 | |||||
| * | Fidelity Contrafund K | Registered Investment Company | 49,838,844 | |||||
| * | Fidelity OTC K | Registered Investment Company | 30,421,640 | |||||
| * | Fidelity Retirement Govt MM | Registered Investment Company | 29,609,939 | |||||
| * | Fidelity Balanced K | Registered Investment Company | 25,943,751 | |||||
| * | Fidelity Freedom K 2030 | Registered Investment Company | 24,645,479 | |||||
| Pimco Total Return Inst | Registered Investment Company | 23,123,014 | ||||||
| Victory Estb Value 1 | Registered Investment Company | 21,910,623 | ||||||
| Loomis SM CP Grth IS | Registered Investment Company | 21,054,245 | ||||||
| * | Fidelity Freedom K 2020 | Registered Investment Company | 19,884,616 | |||||
| AllianzGI NFJ International Value Inst | Registered Investment Company | 19,319,628 | ||||||
| * | Fidelity Freedom K 2040 | Registered Investment Company | 18,763,742 | |||||
| Spartan US Bond Index Is | Registered Investment Company | 14,938,872 | ||||||
| Invs Comstock R5 | Registered Investment Company | 13,991,975 | ||||||
| Janus Enterprise N | Registered Investment Company | 12,563,757 | ||||||
| Brokeragelink | Self-directed brokerage account | 11,672,724 | ||||||
| * | Navient Stock Fund | Common Stock Fund | 9,758,258 | |||||
| GS Small Cap Value Inst | Registered Investment Company | 8,259,541 | ||||||
| * | Fidelity Freedom K 2055 | Registered Investment Company | 6,893,243 | |||||
| * | Fidelity Freedom K 2025 | Registered Investment Company | 6,083,628 | |||||
| * | Fidelity Freedom K 2035 | Registered Investment Company | 5,830,028 | |||||
| * | Fidelity Freedom K 2050 | Registered Investment Company | 5,027,307 | |||||
| * | Fidelity Freedom K 2045 | Registered Investment Company | 4,487,613 | |||||
| Spartan Intl Index Adv | Registered Investment Company | 4,384,872 | ||||||
| * | Fidelity Freedom K 2010 | Registered Investment Company | 4,068,176 | |||||
| Spartan Mid Cap Index Adv | Registered Investment Company | 1,564,073 | ||||||
| * | Fidelity Freedom K Income | Registered Investment Company | 1,555,355 | |||||
| Spartan Sm Cap Index Adv | Registered Investment Company | 1,228,494 | ||||||
| * | Fidelity Freedom K 2015 | Registered Investment Company | 943,377 | |||||
| * | Fidelity Freedom K 2055 | Registered Investment Company | 793,639 | |||||
| * | Fidelity Freedom K 2005 | Registered Investment Company | 83,209 | |||||
|
* |
Participant Loans:
Plan Participants |
Loans allowable under the plan instrument, collateralized by Participant account balances, are due in varying installments through 2035, with interest rates ranging from 3.25% to 9% |
11,669,058 | |||||
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| Total | $ | 467,541,226 | ||||||
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| * 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.
11
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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, 2016 | /s/ TED A. MORRIS | |||
| Ted A. Morris | ||||
| Senior Vice President and Controller | ||||
| On behalf of the Navient Corporation Employee Benefits Fiduciary Committee | ||||
Table of Contents
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 23.1 | Consent of Independent Registered Public Accounting Firm – CohnReznick LLP | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement of Navient Corporation on Form S-8 (No. 333-195535) of our report dated June 27, 2016, appearing in this Annual Report on Form 11-K of Navient 401(k) Savings Plan for the year ended December 31, 2015.
/s/ CohnReznick LLP
Bethesda, Maryland
June 27, 2016