navi_11k
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, 2019
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,
2019 and 2018
Navient 401(k) Savings Plan
Table of Contents
December 31, 2019 and 2018
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Page
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Report of
Independent Registered Public Accounting Firm
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1
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Financial
Statements
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Statements of Net Assets Available
for Benefits As of
December 31, 2019 and 2018
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2
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Statement of Changes in Net Assets
Available for Benefits Year Ended December 31,
2019
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3
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Notes to Financial
Statements
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4
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Supplemental
Schedule*
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Schedule of Assets (Held at End of
Year)
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10
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Report
of Independent Registered Public Accounting
Firm
To the Employee Benefits Fiduciary
Committee
Navient 401(k) Savings
Plan
Opinion on the
Financial Statements
We have audited the accompanying
statements of net assets available for benefits of Navient 401(k)
Savings Plan (the “Plan”) as of December 31, 2019 and
2018, and the related statement of changes in net assets available
for benefits for the year ended December 31, 2019, and the related
notes to the financial statements (collectively referred to as the
“financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2019 and
2018, and the changes in net assets available for benefits for the
year ended December 31, 2019, in conformity with accounting
principles generally accepted in the United States of
America.
Basis for
Opinion
These financial statements are the
responsibility of the Plan's management. Our responsibility is to
express an opinion on the Plan’s financial statements based
on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Plan in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement, whether due to error or fraud.
Our audits included performing
procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Supplemental
Information
The schedule of assets (held at end
of year) as of December 31, 2019 has been subjected to audit
procedures performed in conjunction with the audit of the Plan's
2019 financial statements. 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, 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 is fairly stated, in all material
respects, in relation to the financial statements as a
whole.
/s/ CohnReznick
LLP
We have served as the Plan's
auditor since 2014.
Bethesda,
Maryland
June 26, 2020
Navient 401(k)
Savings Plan
Statements of
Net Assets Available for Benefits
As of December
31, 2019 and 2018
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Assets
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Investments, at fair
value
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$616,687,829
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$525,487,478
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Receivables:
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Notes
receivable from participants
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14,728,370
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14,494,261
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Total
receivables
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14,728,370
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14,494,261
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Net
assets available for benefits
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$631,416,199
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$539,981,739
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See Notes to Financial
Statements.
Navient 401(k)
Savings Plan
Statement of
Changes in Net Assets Available for Benefits
Year Ended
December 31, 2019
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Additions to net assets attributed
to:
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Investment
income
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Net appreciation in fair value of
investments
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$98,461,977
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Dividends and
interest
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26,466,294
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124,928,271
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Interest on notes receivable from
participants
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657,265
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Contributions
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Employer
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14,139,703
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Participant
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22,726,871
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Rollover
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1,535,222
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38,401,796
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Total additions
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163,987,332
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Deductions from net assets
attributed to:
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Benefits paid to
participants
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72,451,360
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Administrative
expenses
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101,512
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Total deductions
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72,552,872
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Net increase
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91,434,460
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Net assets available for
benefits
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Beginning of
year
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539,981,739
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End of year
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$631,416,199
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See Notes to Financial
Statements.
Navient 401(k)
Savings Plan
Notes to
Financial Statements
December 31,
2019 and 2018
General
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
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.
The Plan has a qualified automatic contribution arrangement
(“QACA”) in which 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. 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 QACA 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 five percent
of a participant’s compensation. These matching contributions
and related earnings vest after one year of service. Certain
employees subject to the Service Contract Act were 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. Effective January 1, 2019, the
aforementioned benefits derived from the service contract fringe
benefit differential rate were provided as wages to the participant
and no longer as an employer contribution to the Plan. 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 2019, Company contributions were
reduced by $120,526 from previously forfeited non-vested accounts.
Unused forfeitures at December 31, 2019 and 2018 totaled $22,423
and $19,503, 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 the year ended December 31,
2019.
Navient 401(k)
Savings Plan
Notes to
Financial Statements
December 31,
2019 and 2018
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 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, a unitized employer stock fund and a common collective
trust 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 many eligible security types other than Company
stock or other investments offered by Fidelity within the Plan. If
a participant does not make an investment election, contributions
are made to a qualified default investment. 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.
Navient 401(k)
Savings Plan
Notes to
Financial Statements
December 31,
2019 and 2018
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
and 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, 2019 consist of various registered investment
companies, a unitized employer stock fund, a common collective
trust fund (“CCT”), 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
(“NAV”) 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.
Investments in CCTs are valued at the NAV of units of a collective
trust. The NAV, as provided by the CCT managers, is used as a
practical expedient to estimate fair value. The net asset value is
based on the fair value of the underlying investments held by the
fund less its liabilities.
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.
Navient 401(k)
Savings Plan
Notes to
Financial Statements
December 31,
2019 and 2018
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,
2019 or 2018. 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 or by automatic enrollment 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.
Navient 401(k)
Savings Plan
Notes to
Financial Statements
December 31,
2019 and 2018
3.
Fair Value
Measurements
The fair value of Plan investments
at December 31, 2019 and 2018 are shown in the tables
below.
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Fair Value at
December 31,
2019
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Quoted prices in
active markets (Level 1)
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Other observable
inputs (Level 2)
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Unobservable
inputs (Level 3)
|
|
|
|
|
|
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Mutual
Funds
|
$583,577,784
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$583,577,784
|
$-
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$-
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|
Navient Stock
Fund
|
8,287,749
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-
|
8,287,749
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-
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|
Self-directed
brokerage account
|
21,111,823
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21,111,823
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-
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-
|
|
Total Investments at Fair
Value
|
612,977,356
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$604,689,607
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$8,287,749
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$-
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Investments measured at NAV
(a)
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3,710,473
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Total
Investments
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$616,687,829
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Fair Value at
December 31,
2018
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Quoted prices in
active markets (Level 1)
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Other observable
inputs (Level 2)
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Unobservable
inputs (Level 3)
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|
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Mutual
Funds
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$501,354,631
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$501,354,631
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$-
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$-
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Navient Stock
Fund
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5,869,538
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-
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5,869,538
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-
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Self-directed
brokerage account
|
14,922,953
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14,922,953
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-
|
-
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|
Total Investments at Fair
Value
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522,147,122
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$516,277,584
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$5,869,538
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$-
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Investments measured at NAV
(a)
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3,340,356
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Total
Investments
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$525,487,478
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|
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(a) In
accordance with Subtopic 820-10, investments in common collective
trusts that were measured at net asset value per share (or its
equivalent) have not been classified in the fair value hierarchy.
The fair value amounts presented in this table are intended to
permit reconciliation of the fair value hierarchy to the line items
presented in the statements of net assets available for benefits.
There are no participant redemptions restrictions for these
investments; however, the Plan is required to provide a one-year
redemption notice to liquidate its entire
share.
Navient 401(k)
Savings Plan
Notes to
Financial Statements
December 31,
2019 and 2018
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
(“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
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 to
Fidelity and its affiliates were $119,262 for the year ended
December 31, 2019. The Plan also receives funding from Fidelity
Management Trust Company. During 2019, the Plan received $42,500
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, 2019 and 2018,
the Plan held 787,198 and 861,629 units, respectively, valued at
$8,287,749 and $5,869,538, respectively. During 2019, 133,595 units
in the amount of $1,298,556 were purchased and 208,026 units in the
amount of $2,145,255 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 2019, the
Plan recorded dividend income in the amount of $409,979 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.
In December 2019, illnesses
associated with novel coronavirus disease of 2019 (COVID-19) were
reported and the virus has since caused widespread and significant
disruptions to daily life and economies across geographies. The
World Health Organization has classified the outbreak as a
pandemic. Since December 31, 2019, there has been volatility in the
financial markets largely driven by concerns over COVID-19.
Effective April 5, 2020, the Plan began adopting certain provisions
of the Coronavirus Aid, Relief, and Economic Security Act (the
CARES Act) due to the global pandemic, which allows participants to
take special withdrawals and defer loan repayments as permitted
under the CARES Act.
Navient
401(k) Savings Plan
Schedule
H, Line 4i – Schedule of Assets (Held at End of
Year)
EIN:
46-4054283 Plan: 001
December
31, 2019
|
|
Identity of issuer, borrower or similar
entity
|
|
Description of Investment
|
|
Current value
|
|
*
|
FID 500
INDEX
|
|
Registered
Investment Company
|
|
$
74,818,508
|
|
*
|
FID CONTRAFUND
K6
|
|
Registered
Investment Company
|
|
57,142,656
|
|
*
|
FID OTC
K6
|
|
Registered
Investment Company
|
|
44,553,371
|
|
*
|
FID FREEDOM
2030 K
|
|
Registered
Investment Company
|
|
35,605,270
|
|
*
|
FID FREEDOM
2040 K
|
|
Registered
Investment Company
|
|
31,232,013
|
|
|
VANG VMMR-FED
MMKT
|
|
Registered
Investment Company
|
|
29,335,321
|
|
|
VICTORY S ESTB
VAL Y
|
|
Registered
Investment Company
|
|
27,567,844
|
|
*
|
FID BALANCED
K
|
|
Registered
Investment Company
|
|
26,587,562
|
|
|
METWEST TOT
RTN BD I
|
|
Registered
Investment Company
|
|
26,094,775
|
|
|
LOOMIS SM CP
GRTH IS
|
|
Registered
Investment Company
|
|
24,671,630
|
|
|
J H ENTERPRISE
N
|
|
Registered
Investment Company
|
|
23,367,781
|
|
|
BROKERAGELINK
|
|
Self-directed
brokerage account
|
|
21,111,823
|
|
*
|
FID FREEDOM
2020 K
|
|
Registered
Investment Company
|
|
21,064,510
|
|
*
|
FID US BOND
IDX
|
|
Registered
Investment Company
|
|
18,724,082
|
|
|
AF WASH MUTL
INV R6
|
|
Registered
Investment Company
|
|
17,217,054
|
|
*
|
FID FREEDOM
2055 K
|
|
Registered
Investment Company
|
|
15,474,384
|
|
*
|
FID INTL
INDEX
|
|
Registered
Investment Company
|
|
15,078,406
|
|
*
|
FID FREEDOM
2035 K
|
|
Registered
Investment Company
|
|
14,157,458
|
|
*
|
FID FREEDOM
2025 K
|
|
Registered
Investment Company
|
|
14,018,480
|
|
|
ABF INTL
EQUITY R6
|
|
Registered
Investment Company
|
|
13,875,765
|
|
*
|
FID FREEDOM
2050 K
|
|
Registered
Investment Company
|
|
12,976,127
|
|
*
|
FID FREEDOM
2045 K
|
|
Registered
Investment Company
|
|
11,955,924
|
|
|
NAVIENT STOCK
FUND
|
|
Common Stock
Fund
|
|
8,287,749
|
|
|
GS SM CAP
VALUE INST
|
|
Registered
Investment Company
|
|
7,388,887
|
|
*
|
FID FREEDOM
2060 K
|
|
Registered
Investment Company
|
|
5,346,599
|
|
*
|
FID MID CAP
IDX
|
|
Registered
Investment Company
|
|
5,303,042
|
|
|
PUTNAM STABLE
VALUE
|
|
Common
Collective Trust
|
|
3,710,473
|
|
*
|
FID SM CAP
IDX
|
|
Registered
Investment Company
|
|
3,709,527
|
|
*
|
FID FREEDOM
2010 K
|
|
Registered
Investment Company
|
|
3,145,164
|
|
*
|
FID FREEDOM
INC K
|
|
Registered
Investment Company
|
|
1,629,852
|
|
*
|
FID FREEDOM
2015 K
|
|
Registered
Investment Company
|
|
1,402,554
|
|
*
|
FID FREEDOM
2065 K
|
|
Registered
Investment Company
|
|
88,991
|
|
*
|
FID FREEDOM
2005 K
|
|
Registered
Investment Company
|
|
44,247
|
|
|
|
|
|
|
|
|
|
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%
|
|
14,728,370
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$631,416,199
|
|
|
|
|
|
|
|
|
|
* 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 26, 2020
|
By:
|
/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
|
|
|
|
Consent of Independent Registered
Public Accounting Firm – CohnReznick LLP
|