UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, ~~2021~~2022


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to

Commission File Number: 001-33146

KBR, Inc.

(Exact name of registrant as specified in its charter)

Delaware

20-4536774

(State of incorporation)

(I.R.S. Employer Identification No.)

601 Jefferson Street, Suite 3400

Houston

Texas

77002

(Address of principal executive offices)

(Zip Code)

(713) 753-2000

(Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	KBR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated filer

☐

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October ~~22, 2021,~~20, 2022, there were ~~140,285,318~~137,196,219 shares of KBR, Inc. Common Stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS



			Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			5
Condensed Consolidated Statements of Operations			5
Condensed Consolidated Statements of Comprehensive Income (Loss)			6
Condensed Consolidated Balance Sheets			7
Condensed Consolidated Statements of Shareholders' Equity			8
Condensed Consolidated Statements of Cash Flows			10
Notes to Condensed Consolidated Financial Statements			11
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			4039
Item 3. Quantitative and Qualitative Disclosures About Market Risk			5654
Item 4. Controls and Procedures			5755
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			5856
Item 1A. Risk Factors			5856
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5957
Item 6. Exhibits			6058
SIGNATURES			6159

Forward-Looking and Cautionary Statements

This Quarterly Report on Form 10-Q contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, as amended. The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Some of the statements contained in this Quarterly Report on Form 10-Q are forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "plan," "expect" and similar expressions are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future financial performance and results of operations.

We have based these statements on our assumptions and analyses in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such statements. While it is not possible to identify all factors, factors that could cause actual future results to differ materially include the risks and uncertainties disclosed in our latest Form 10-K and any subsequent Forms 10-Q and 8-K.

Many of these factors are beyond our ability to control or predict. Any of these factors, or a combination of these factors, could materially and adversely affect our future financial condition or results of operations and the ultimate accuracy of the forward-looking statements. These forward-looking statements are not guarantees of our future performance, and our actual results and future developments may differ materially and adversely from those projected in the forward-looking statements. We caution against putting undue reliance on forward-looking statements or projecting any future results based on such statements or on present or prior earnings levels. In addition, each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statement.

Glossary of Terms

The following frequently used terms, abbreviations or acronyms are commonly used in our Quarterly Reports on Form 10-Q as defined below:


Acronym						Definition

~~Affinity~~						~~Affinity Flying Training Services Ltd.~~
AOCL						Accumulated other comprehensive loss
~~ASBCA~~						~~Armed Services Board of Contract Appeals~~
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
BBSY


						Bank Bill Swap Bid Rate
~~C4ISR~~C5ISR						Command, Control, Communications, Computers, Cyber, Intelligence, Surveillance and Reconnaissance
~~COFC~~						~~U.S. Court of Federal Claims~~
DCAA						Defense Contract Audit Agency
DCMA						Defense Contract Management Agency
DoD						Department of Defense
DOJ						U.S. Department of Justice


EBIC						Egypt Basic Industries Corporation

EPC						Engineering, procurement and construction

ESPP						Employee Stock Purchase Plan
Exchange Act						Securities Exchange Act of 1934, as amended
FAR						Federal Acquisition Regulation
FASB						Financial Accounting Standards Board
FCA						False Claims Act

FKTC						First Kuwaiti Trading Company





GS						Government Solutions

HETs						Heavy equipment transporters

~~ICC~~						~~International Chamber of Commerce~~

JKC						JKC Australia LNG, an Australian joint venture executing the Ichthys LNG Project
LIBOR						London interbank offered rate
LNG						Liquefied natural gas
MD&A						Management's Discussion and Analysis of Financial Condition and Results of Operations
MFRs						Memorandums for Record
MoD						Ministry of Defence
NCI						Noncontrolling interests
OAW						Operation Allies Welcome
PFIs						Private financed initiatives and projects
PIC						Paid-in capital in excess of par

PPE						Property, Plant and Equipment


RPA						Master Accounts Receivable Purchase Agreement

SEC						U.S. Securities and Exchange Commission

~~SMA~~SONIA						~~Scientific Management Associates (Operations) Pty Ltd~~Sterling Overnight Index Average
STS						Sustainable Technology Solutions



U.K.						United Kingdom
U.S.						United States
U.S. GAAP						Accounting principles generally accepted in the United States


VIEs						Variable interest entities

PART I. FINANCIAL INFORMATION

Item 1. Financial Information

KBR, Inc.

Condensed Consolidated Statements of Operations

(In millions, except for per share data)

(Unaudited)


											Three Months Ended				Nine Months Ended
		Three Months Ended				Nine Months Ended					September 30,				September 30,
		September 30,				September 30,					2022		2021 (1)		2022		2021 (1)
		2021		2020		2021		2020
Revenues	Revenues	$	1,843	$	1,379	$	4,840	$	4,301	Revenues	$	1,626	$	1,843	$	4,956	$	4,840
Cost of revenues	Cost of revenues	(1,650)		(1,207)		(4,272)		(3,801)		Cost of revenues	(1,401)		(1,650)		(4,334)		(4,272)
Gross profit	Gross profit	193		172		568		500		Gross profit	225		193		622		568
Equity in earnings (losses) of unconsolidated affiliates	Equity in earnings (losses) of unconsolidated affiliates	(1)		13		(175)		30		Equity in earnings (losses) of unconsolidated affiliates	5		(1)		(103)		(175)
Selling, general and administrative expenses	Selling, general and administrative expenses	(91)		(89)		(283)		(259)		Selling, general and administrative expenses	(103)		(91)		(315)		(283)
Acquisition and integration related costs	Acquisition and integration related costs	(3)		(2)		(7)		(2)		Acquisition and integration related costs	(1)		(3)		(2)		(7)
Goodwill impairment		—		—		—		(99)
Restructuring charges and asset impairments		—		(1)		(2)		(176)
Gain on disposition of assets and investments	Gain on disposition of assets and investments	3		—		1		18		Gain on disposition of assets and investments	—		3		22		1

Other										Other	(1)		—		(3)		(2)

Operating income	Operating income	101		93		102		12		Operating income	125		101		221		102
Interest expense	Interest expense	(23)		(18)		(68)		(60)		Interest expense	(23)		(20)		(64)		(59)
Other non-operating income (loss)		(1)		(4)		(2)		1
Income (loss) before income taxes		77		71		32		(47)
Unrealized gain on cost method investment										Unrealized gain on cost method investment	—		—		16		—
Other non-operating income (expense)										Other non-operating income (expense)	(2)		(1)		3		(2)
Income before income taxes										Income before income taxes	100		80		176		41
Provision for income taxes	Provision for income taxes	(19)		(19)		(75)		(24)		Provision for income taxes	(27)		(20)		(79)		(77)
Net income (loss)	Net income (loss)	58		52		(43)		(71)		Net income (loss)	73		60		97		(36)
Less: Net income attributable to noncontrolling interests		3		—		7		20
Less: Net income (loss) attributable to noncontrolling interests										Less: Net income (loss) attributable to noncontrolling interests	(1)		3		—		7
Net income (loss) attributable to KBR	Net income (loss) attributable to KBR	$	55	$	52	$	(50)	$	(91)	Net income (loss) attributable to KBR	$	74	$	57	$	97	$	(43)
Net income (loss) attributable to KBR per share:
Net income (loss) attributable to KBR per share										Net income (loss) attributable to KBR per share
Basic	Basic	$	0.39	$	0.36	$	(0.36)	$	(0.64)	Basic	$	0.53	$	0.41	$	0.69	$	(0.30)
Diluted	Diluted	$	0.38	$	0.36	$	(0.36)	$	(0.64)	Diluted	$	0.49	$	0.38	$	0.65	$	(0.30)
Basic weighted average common shares outstanding	Basic weighted average common shares outstanding	140		142		141		142		Basic weighted average common shares outstanding	139		140		139		141
Diluted weighted average common shares outstanding	Diluted weighted average common shares outstanding	145		142		141		142		Diluted weighted average common shares outstanding	156		154		156		141
Cash dividends declared per share	Cash dividends declared per share	$	0.11	$	0.10	$	0.33	$	0.30	Cash dividends declared per share	$	0.12	$	0.11	$	0.36	$	0.33

(1) As adjusted for the adoption of ASU 2020-06 using the full retrospective method.

See accompanying notes to condensed consolidated financial statements.

KBR, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In millions)

(Unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
		2021		2020		2021		2020			2022		2021 (1)		2022		2021 (1)
Net income (loss)	Net income (loss)	$	58	$	52	$	(43)	$	(71)	Net income (loss)	$	73	$	60	$	97	$	(36)
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustments	Foreign currency translation adjustments	(16)		21		(4)		(27)		Foreign currency translation adjustments	(60)		(16)		(113)		(4)
Pension and post-retirement benefits	Pension and post-retirement benefits	9		6		25		18		Pension and post-retirement benefits	6		9		18		25
Changes in fair value of derivatives	Changes in fair value of derivatives	4		4		23		(19)		Changes in fair value of derivatives	22		4		57		23
Other comprehensive income (loss)	Other comprehensive income (loss)	(3)		31		44		(28)		Other comprehensive income (loss)	(32)		(3)		(38)		44
Income tax (expense) benefit:
Income tax expense:										Income tax expense:
Foreign currency translation adjustments	Foreign currency translation adjustments	1		—		—		—		Foreign currency translation adjustments	—		1		—		—
Pension and post-retirement benefits	Pension and post-retirement benefits	(2)		(1)		(5)		(3)		Pension and post-retirement benefits	(1)		(2)		(3)		(5)
Changes in fair value of derivatives	Changes in fair value of derivatives	—		(1)		(5)		4		Changes in fair value of derivatives	(5)		—		(12)		(5)
Income tax (expense) benefit		(1)		(2)		(10)		1
Income tax expense										Income tax expense	(6)		(1)		(15)		(10)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(4)		29		34		(27)		Other comprehensive income (loss), net of tax	(38)		(4)		(53)		34
Comprehensive income (loss)	Comprehensive income (loss)	54		81		(9)		(98)		Comprehensive income (loss)	35		56		44		(2)
Less: Comprehensive income attributable to noncontrolling interests		3		—		7		20
Less: Comprehensive income (loss) attributable to noncontrolling interests										Less: Comprehensive income (loss) attributable to noncontrolling interests	(1)		3		—		7
Comprehensive income (loss) attributable to KBR	Comprehensive income (loss) attributable to KBR	$	51	$	81	$	(16)	$	(118)	Comprehensive income (loss) attributable to KBR	$	36	$	53	$	44	$	(9)

(1) As adjusted for the adoption of ASU 2020-06 using the full retrospective method.

See accompanying notes to condensed consolidated financial statements.

KBR, Inc.

Condensed Consolidated Balance Sheets

(In millions, except share data)


		September 30,		December 31,			September 30,		December 31, (1)
		2021		2020			2022		2021
		(Unaudited)					(Unaudited)
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and equivalents		$	550	$	436
Accounts receivable, net of allowance for credit losses of $13 and $13, respectively		1,245		899
Cash and cash equivalents						Cash and cash equivalents	$	461	$	370
Accounts receivable, net of allowance for credit losses of $8 and $13, respectively						Accounts receivable, net of allowance for credit losses of $8 and $13, respectively	909		1,411
Contract assets	Contract assets	227		178		Contract assets	230		224

Other current assets	Other current assets	114		121		Other current assets	119		147
Total current assets	Total current assets	2,136		1,634		Total current assets	1,719		2,152
Claims and accounts receivable	Claims and accounts receivable	30		30		Claims and accounts receivable	29		30
Property, plant, and equipment, net of accumulated depreciation of $435 and $419 (including net PPE of $21 and $24 owned by a variable interest entity), respectively		131		130
Property, plant, and equipment, net of accumulated depreciation of $409 and $431 (including net PPE of $14 and $19 owned by a variable interest entity), respectively						Property, plant, and equipment, net of accumulated depreciation of $409 and $431 (including net PPE of $14 and $19 owned by a variable interest entity), respectively	146		136
Operating lease right-of-use assets	Operating lease right-of-use assets	154		154		Operating lease right-of-use assets	167		158
Goodwill	Goodwill	1,772		1,761		Goodwill	2,056		2,060
Intangible assets, net of accumulated amortization of $279 and $228, respectively		635		683
Intangible assets, net of accumulated amortization of $313 and $291, respectively						Intangible assets, net of accumulated amortization of $313 and $291, respectively	633		708
Equity in and advances to unconsolidated affiliates	Equity in and advances to unconsolidated affiliates	590		881		Equity in and advances to unconsolidated affiliates	177		576
Deferred income taxes	Deferred income taxes	237		297		Deferred income taxes	184		231
Other assets	Other assets	147		135		Other assets	243		153
Total assets	Total assets	$	5,832	$	5,705	Total assets	$	5,354	$	6,204
Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity					Liabilities and Shareholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	964	$	574	Accounts payable	$	557	$	1,026

Contract liabilities	Contract liabilities	289		356		Contract liabilities	289		313
Accrued salaries, wages and benefits	Accrued salaries, wages and benefits	318		283		Accrued salaries, wages and benefits	322		317
Nonrecourse project debt		—		5

Operating lease liabilities	Operating lease liabilities	40		44		Operating lease liabilities	45		41
Other current liabilities	Other current liabilities	177		193		Other current liabilities	176		178
Total current liabilities	Total current liabilities	1,788		1,455		Total current liabilities	1,389		1,875
Pension obligations	Pension obligations	310		381		Pension obligations	15		88
Employee compensation and benefits	Employee compensation and benefits	104		110		Employee compensation and benefits	100		111
Income tax payable	Income tax payable	94		96		Income tax payable	90		95
Deferred income taxes	Deferred income taxes	13		26		Deferred income taxes	68		70
Nonrecourse project debt		2		2

Long-term debt	Long-term debt	1,578		1,584		Long-term debt	1,722		1,875
Operating lease liabilities	Operating lease liabilities	189		186		Operating lease liabilities	196		188

Other liabilities	Other liabilities	254		256		Other liabilities	205		219
Total liabilities	Total liabilities	4,332		4,096		Total liabilities	3,785		4,521
Commitments and Contingencies (Notes 6, 13 and 14)		0		0
Commitments and Contingencies (Notes 6, 12 and 13)						Commitments and Contingencies (Notes 6, 12 and 13)
KBR shareholders’ equity:	KBR shareholders’ equity:					KBR shareholders’ equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized, NaN issued		—		—
Common stock, $0.001 par value 300,000,000 shares authorized, 179,908,148 and 179,087,655 shares issued, and 140,260,422 and 140,766,052 shares outstanding, respectively		—		—
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued						Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued	—		—
Common stock, $0.001 par value 300,000,000 shares authorized, 180,737,832 and 179,983,586 shares issued, and 138,082,991 and 139,786,136 shares outstanding, respectively						Common stock, $0.001 par value 300,000,000 shares authorized, 180,737,832 and 179,983,586 shares issued, and 138,082,991 and 139,786,136 shares outstanding, respectively	—		—
PIC	PIC	2,246		2,222		PIC	2,228		2,206
Retained earnings	Retained earnings	1,208		1,305		Retained earnings	1,334		1,287
Treasury stock, 39,647,726 shares and 38,321,603 shares, at cost, respectively		(919)		(864)
Treasury stock, 42,654,841 shares and 40,197,450 shares, at cost, respectively						Treasury stock, 42,654,841 shares and 40,197,450 shares, at cost, respectively	(1,065)		(943)
AOCL	AOCL	(1,049)		(1,083)		AOCL	(934)		(881)
Total KBR shareholders’ equity	Total KBR shareholders’ equity	1,486		1,580		Total KBR shareholders’ equity	1,563		1,669
Noncontrolling interests	Noncontrolling interests	14		29		Noncontrolling interests	6		14
Total shareholders’ equity	Total shareholders’ equity	1,500		1,609		Total shareholders’ equity	1,569		1,683
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	5,832	$	5,705	Total liabilities and shareholders’ equity	$	5,354	$	6,204

(1) As adjusted for the adoption of ASU 2020-06 using the full retrospective method.

See accompanying notes to condensed consolidated financial statements.

KBR, Inc.

Condensed Consolidated Statements of Shareholders' Equity

(In millions, except for per share data)

(Unaudited)


Dollars in millions	Dollars in millions	Total		PIC		Retained Earnings		Treasury Stock		AOCL		NCI		Dollars in millions	Total		PIC		Retained Earnings		Treasury Stock		AOCL		NCI
Balance at June 30, 2021		$	1,501	$	2,240	$	1,169	$	(895)	$	(1,045)	32
Balance at June 30, 2022														Balance at June 30, 2022	$	1,596	$	2,222	$	1,276	$	(1,016)	$	(896)	10
Share-based compensation	Share-based compensation	4		4		—		—		—		—		Share-based compensation	5		5		—		—		—		—

Common stock issued upon exercise of stock options	Common stock issued upon exercise of stock options	1		1		—		—		—		—		Common stock issued upon exercise of stock options	—		—		—		—		—		—
Dividends declared to shareholders ($0.11/share)		(16)		—		(16)		—		—		—
Dividends declared to shareholders ($0.12/share)														Dividends declared to shareholders ($0.12/share)	(16)		—		(16)		—		—		—
Repurchases of common stock	Repurchases of common stock	(26)		—		—		(26)		—		—		Repurchases of common stock	(50)		—		—		(50)		—		—
Issuance of ESPP shares	Issuance of ESPP shares	2		1		—		1		—		—		Issuance of ESPP shares	5		2		—		3		—		—
Investments by noncontrolling interests		—		—		—		—		—		—

Distributions to noncontrolling interests	Distributions to noncontrolling interests	(22)		—		—		—		—		(22)		Distributions to noncontrolling interests	(2)		—		—		—		—		(2)
Other	Other	2		—		—		1		—		1		Other	(4)		(1)		—		(2)		—		(1)
Net income	Net income	58		—		55		—		—		3		Net income	73		—		74		—		—		(1)
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	(4)		—		—		—		(4)		—		Other comprehensive loss, net of tax	(38)		—		—		—		(38)		—
Balance at September 30, 2021		$	1,500	$	2,246	$	1,208	$	(919)	$	(1,049)	$	14
Balance at September 30, 2022														Balance at September 30, 2022	$	1,569	$	2,228	$	1,334	$	(1,065)	$	(934)	$	6

Dollars in millions	Dollars in millions	Total		PIC		Retained Earnings		Treasury Stock		AOCL		NCI		Dollars in millions	Total		PIC		Retained Earnings		Treasury Stock		AOCL		NCI
Balance at December 31, 2020		$	1,609	$	2,222	$	1,305	$	(864)	$	(1,083)	$	29

Balance at December 31, 2021														Balance at December 31, 2021	$	1,701	$	2,251	$	1,260	$	(943)	$	(881)	$	14
Cumulative adjustment for the adoption of ASU 2020-06														Cumulative adjustment for the adoption of ASU 2020-06	(18)		(45)		27		—		—		—
Adjusted balance at January 1, 2022														Adjusted balance at January 1, 2022	1,683		2,206		1,287		(943)		(881)		14

Share-based compensation	Share-based compensation	12		12		—		—		—		—		Share-based compensation	15		15		—		—		—		—

Common stock issued upon exercise of stock options	Common stock issued upon exercise of stock options	11		11		—		—		—		—		Common stock issued upon exercise of stock options	5		5		—		—		—		—
Dividends declared to shareholders ($0.33/share)		(47)		—		(47)		—		—		—
Dividends declared to shareholders ($0.36/share)														Dividends declared to shareholders ($0.36/share)	(50)		—		(50)		—		—		—
Repurchases of common stock	Repurchases of common stock	(58)		—		—		(58)		—		—		Repurchases of common stock	(124)		—		—		(124)		—		—
Issuance of ESPP shares	Issuance of ESPP shares	4		1		—		3		—		—		Issuance of ESPP shares	6		3		—		3		—		—
Investments by noncontrolling interests		—		—		—		—		—		—

Distributions to noncontrolling interests	Distributions to noncontrolling interests	(23)		—		—		—		—		(23)		Distributions to noncontrolling interests	(4)		—		—		—		—		(4)
Other	Other	1		—		—		—		—		1		Other	(6)		(1)		—		(1)		—		(4)
Net income (loss)		(43)		—		(50)		—		—		7
Net income														Net income	97		—		97		—		—		—
Other comprehensive income, net of tax	Other comprehensive income, net of tax	34		—		—		—		34		—		Other comprehensive income, net of tax	(53)		—		—		—		(53)		—
Balance at September 30, 2021		$	1,500	$	2,246	$	1,208	$	(919)	$	(1,049)	$	14
Balance at September 30, 2022														Balance at September 30, 2022	$	1,569	$	2,228	$	1,334	$	(1,065)	$	(934)	$	6


Dollars in millions	Dollars in millions	Total		PIC		Retained Earnings		Treasury Stock		AOCL		NCI		Dollars in millions	Total		PIC		Retained Earnings		Treasury Stock		AOCL		NCI
Balance at June 30, 2020		$	1,642	$	2,216	$	1,262	$	(820)	$	(1,043)	$	27

Balance at June 30, 2021														Balance at June 30, 2021	$	1,501	$	2,240	$	1,169	$	(895)	$	(1,045)	$	32
Cumulative adjustment for the adoption of ASU 2020-06														Cumulative adjustment for the adoption of ASU 2020-06	(22)		(45)		23		—		—		—
Adjusted balance at July 1, 2021														Adjusted balance at July 1, 2021	1,479		2,195		1,192		(895)		(1,045)		32
Share-based compensation	Share-based compensation	3		3		—		—		—		—		Share-based compensation	4		4		—		—		—		—

Common stock issued upon exercise of stock options	Common stock issued upon exercise of stock options	—		—		—		—		—		—		Common stock issued upon exercise of stock options	1		1		—		—		—		—
Dividends declared to shareholders ($0.10/share)		(14)		—		(14)		—		—		—

Dividends declared to shareholders ($0.11/share)														Dividends declared to shareholders ($0.11/share)	(16)		—		(16)		—		—		—
Repurchases of common stock														Repurchases of common stock	(25)		—		—		(25)		—		—
Issuance of ESPP shares	Issuance of ESPP shares	2		—		—		2		—		—		Issuance of ESPP shares	2		1		—		1		—		—

Distributions to noncontrolling interests	Distributions to noncontrolling interests	(1)		—		—		—		—		(1)		Distributions to noncontrolling interests	(22)		—		—		—		—		(22)
Other	Other	—		—		—		1		—		(1)		Other	1		—		—		—		—		1
Net income	Net income	52		—		52		—		—		—		Net income	60		—		57		—		—		3
Other comprehensive income, net of tax	Other comprehensive income, net of tax	29		—		—		—		29		—		Other comprehensive income, net of tax	(4)		—		—		—		(4)		—
Balance at September 30, 2020		$	1,713	$	2,219	$	1,300	$	(817)	$	(1,014)	$	25
Balance at September 30, 2021														Balance at September 30, 2021	$	1,480	$	2,201	$	1,233	$	(919)	$	(1,049)	$	14

Dollars in millions	Dollars in millions	Total		PIC		Retained Earnings		Treasury Stock		AOCL		NCI		Dollars in millions	Total		PIC		Retained Earnings		Treasury Stock		AOCL		NCI
Balance at December 31, 2019		$	1,853	$	2,206	$	1,437	$	(817)	$	(987)	$	14
Cumulative adjustment for the adoption of ASC 326		(3)		—		(3)		—		—		—
Balance at December 31, 2020														Balance at December 31, 2020	$	1,609	$	2,222	$	1,305	$	(864)	$	(1,083)	$	29
Cumulative adjustment for the adoption of ASU 2020-06														Cumulative adjustment for the adoption of ASU 2020-06	(27)		(45)		18		—		—		—

Adjusted balance at January 1, 2020		1,850		2,206		1,434		(817)		(987)		14
Adjusted balance at January 1, 2021														Adjusted balance at January 1, 2021	1,582		2,177		1,323		(864)		(1,083)		29

Share-based compensation	Share-based compensation	10		10		—		—		—		—		Share-based compensation	12		12		—		—		—		—

Common stock issued upon exercise of stock options	Common stock issued upon exercise of stock options	3		3		—		—		—		—		Common stock issued upon exercise of stock options	11		11		—		—		—		—
Dividends declared to shareholders ($0.30/share)		(43)		—		(43)		—		—		—
Dividends declared to shareholders ($0.33/share)														Dividends declared to shareholders ($0.33/share)	(47)		—		(47)		—		—		—
Repurchases of common stock	Repurchases of common stock	(4)		—		—		(4)		—		—		Repurchases of common stock	(57)		—		—		(57)		—		—
Issuance of ESPP shares	Issuance of ESPP shares	4		—		—		4		—		—		Issuance of ESPP shares	4		1		—		3		—		—

Distributions to noncontrolling interests	Distributions to noncontrolling interests	(3)		—		—		—		—		(3)		Distributions to noncontrolling interests	(23)		—		—		—		—		(23)
Other noncontrolling interests activity		(6)		—		—		—		—		(6)
Net income (loss)		(71)		—		(91)		—		—		20
Other														Other	—		—		—		(1)		—		1
Net income														Net income	(36)		—		(43)		—		—		7
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	(27)		—		—		—		(27)		—		Other comprehensive loss, net of tax	34		—		—		—		34		—
Balance at September 30, 2020		$	1,713	$	2,219	$	1,300	$	(817)	$	(1,014)	$	25
Balance at September 30, 2021														Balance at September 30, 2021	$	1,480	$	2,201	$	1,233	$	(919)	$	(1,049)	$	14

See accompanying notes to condensed consolidated financial statements.

KBR, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


		Nine Months Ended September 30,					Nine Months Ended September 30,
		2021		2020			2022		2021 (1)
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss		$	(43)	$	(71)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Net income (loss)						Net income (loss)	$	97	$	(36)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:						Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	114		74		Depreciation and amortization	99		114
Equity in (earnings) losses of unconsolidated affiliates		175		(30)
Equity in losses of unconsolidated affiliates						Equity in losses of unconsolidated affiliates	103		175
Deferred income tax	Deferred income tax	38		(11)		Deferred income tax	49		40
Gain on disposition of assets	Gain on disposition of assets	(1)		(18)		Gain on disposition of assets	(22)		(1)
Goodwill impairment		—		99
Asset impairments		1		91

Unrealized gain on cost method investment						Unrealized gain on cost method investment	(16)		—
Other	Other	39		25		Other	24		31

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable, net of allowance for credit losses	Accounts receivable, net of allowance for credit losses	(341)		(50)		Accounts receivable, net of allowance for credit losses	475		(341)
Contract assets	Contract assets	(50)		49		Contract assets	(11)		(50)

Accounts payable	Accounts payable	397		15		Accounts payable	(440)		397
Contract liabilities	Contract liabilities	(41)		(124)		Contract liabilities	(3)		(41)
Accrued salaries, wages and benefits	Accrued salaries, wages and benefits	41		46		Accrued salaries, wages and benefits	16		41
Payments on operating lease obligation	Payments on operating lease obligation	(46)		(45)		Payments on operating lease obligation	(44)		(46)

Payments from unconsolidated affiliates, net	Payments from unconsolidated affiliates, net	18		15		Payments from unconsolidated affiliates, net	14		18
Distributions of earnings from unconsolidated affiliates	Distributions of earnings from unconsolidated affiliates	37		35		Distributions of earnings from unconsolidated affiliates	57		37

Pension funding	Pension funding	(35)		(33)		Pension funding	(32)		(35)

Restructuring reserve	Restructuring reserve	(20)		31		Restructuring reserve	(9)		(20)
Other assets and liabilities	Other assets and liabilities	(7)		147		Other assets and liabilities	(21)		(7)

Total cash flows provided by operating activities	Total cash flows provided by operating activities	$	276	$	245	Total cash flows provided by operating activities	$	336	$	276
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of property, plant and equipment	Purchases of property, plant and equipment	$	(22)	$	(8)	Purchases of property, plant and equipment	$	(39)	$	(22)
Proceeds from disposition of assets and investments		44		1
Investments in equity method joint ventures		(13)		(22)
Proceeds from sale of assets or investments						Proceeds from sale of assets or investments	60		44
Return of (investments in) equity method joint ventures, net						Return of (investments in) equity method joint ventures, net	198		(13)
Acquisition of businesses, net of cash acquired	Acquisition of businesses, net of cash acquired	(14)		(9)		Acquisition of businesses, net of cash acquired	(73)		(14)

Investment in cost method investment						Investment in cost method investment	(61)		(7)
Acquisition of technology license	Acquisition of technology license	(7)		—		Acquisition of technology license	—		(7)
Other	Other	(10)		—		Other	1		(3)
Total cash flows used in investing activities		$	(22)	$	(38)
Total cash flows provided by (used in) investing activities						Total cash flows provided by (used in) investing activities	$	86	$	(22)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings on long-term debt		—		359
Payments on short-term and long-term borrowings		(25)		(270)
Debt issuance costs		—		(3)

Payments on short-term and long-term debt						Payments on short-term and long-term debt	(12)		(15)

Payments on revolving credit facility						Payments on revolving credit facility	(97)		—
Payments of dividends to shareholders	Payments of dividends to shareholders	(45)		(40)		Payments of dividends to shareholders	(49)		(45)
Net proceeds from issuance of common stock	Net proceeds from issuance of common stock	11		3		Net proceeds from issuance of common stock	5		11
Payments to reacquire common stock	Payments to reacquire common stock	(58)		(4)		Payments to reacquire common stock	(124)		(57)

Distributions to noncontrolling interests	Distributions to noncontrolling interests	(23)		(3)		Distributions to noncontrolling interests	(4)		(23)

Other	Other	—		(1)		Other	(9)		(11)
Total cash flows (used in) provided by financing activities		$	(140)	$	41
Total cash flows used in financing activities						Total cash flows used in financing activities	$	(290)	$	(140)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	—		(11)		Effect of exchange rate changes on cash	(41)		—
Increase in cash and equivalents		114		237
Cash and equivalents at beginning of period		436		712
Cash and equivalents at end of period		$	550	$	949
Increase in cash and cash equivalents						Increase in cash and cash equivalents	91		114
Cash and cash equivalents at beginning of period						Cash and cash equivalents at beginning of period	370		436
Cash and cash equivalents at end of period						Cash and cash equivalents at end of period	$	461	$	550

Noncash financing activities	Noncash financing activities					Noncash financing activities
Dividends declared	Dividends declared	$	15	$	14	Dividends declared	$	16	$	15

(1) As adjusted for the adoption of ASU 2020-06 using the full retrospective method.

See accompanying notes to condensed consolidated financial statements.

KBR, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read together with our ~~2020~~2021 Annual Report on Form 10-K.

The condensed consolidated financial statements include all normal and recurring adjustments necessary to present fairly our financial position as of September 30, ~~2021, and~~2022, the results of our operations for the three and nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021 and our cash flows for the nine months ended September 30, ~~2021~~2022 and ~~2020.~~2021. Certain amounts in prior periods have been reclassified to conform with current period presentation.

There are many factors that may affect the accuracy of our cost estimates and ultimately our future profitability. These include, but are not limited to, the availability and costs of resources (such as labor, materials and equipment), productivity and

weather. We generally realize both lower and higher than expected margins on projects in any given period. We recognize revisions of revenues and costs in the period in which the revisions are known. This may result in the recognition of costs before the recognition of related revenue recovery, if any. Our significant accounting policies are detailed in "Note 1. Significant Accounting Policies" of our ~~2020~~2021 Annual Report on Form 10-K.

We have evaluated all events and transactions occurring after the balance sheet date but before the financial statements were issued and have included the appropriate disclosures.

Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of KBR, Inc. and the subsidiaries it controls, including VIEs where it is the primary beneficiary (collectively, the "Company," "KBR", "we", "us" or "our"). We account for investments over which we have significant influence, but not a controlling financial interest, using the equity method of accounting. See Note 8 to our condensed consolidated financial statements for further discussion of our equity investments and VIEs. All material intercompany balances and transactions are eliminated in consolidation.

~~Segment Reorganization~~Adoption of ASU 2020-06

Effective January 1, 2022, we adopted ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU 2020-06") using the full retrospective method. Accordingly, the consolidated financial statements for the year ended December 31, 2021, ~~we implemented a strategic change to~~and the structure of our internal organization and transitioned from a 3-core business segment model to a 2-core business segment model comprised of Government Solutions and Sustainable Technology Solutions. The new Sustainable Technology Solutions segment is anchored by our innovative, proprietary process technologies. It also includes our highly synergistic advisory practice focused on energy transition and net-zero carbon emission consulting as well as the technology-led industrial solutions focused on innovative digital operations and maintenance ("O&M") solutions and advanced remote operations capabilities to improve throughput, reliability and environmental sustainability. Infusing high-end, sustainability expertise, client relationships and innovative, technology-led O&M solutions into Sustainable Technology Solutions is expected to increase resilience, generate new opportunities, simplify the business model and better position us to deliver its offerings across a broader industrial base.

~~Effective January 1, 2021, we reorganized our reportable segments and businesses as follows:~~

•~~Government Solutions~~ includes the following 4 business units: Defense & Intel, formerly the Defense Systems Engineering and Centauri businesses; Science & Space, formerly called Space & Mission Solutions; Readiness & Sustainment, formerly called Logistics; and International.

•~~Sustainable Technology Solutions~~ includes Energy Solutions segment, Technology Solutions segment, and Non-strategic Business segment, with the exception of our Australian infrastructure business which moved to GS International in our Government Solutions segment.

•~~Other~~

~~We have presented our segment results reflecting these changes for all periods presented. See Note 2 to our~~ condensed consolidated financial statements for ~~further discussion~~the nine months ended September 30, 2021, are presented as if ASU 2020-06 had been effective for those periods. This guidance simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. As such, we no longer separate the Convertible Senior Notes into liability and equity components. The conversion option that was previously accounted for in equity under the cash conversion model was recombined into the Convertible Senior Notes outstanding, and as a result, PIC and the related unamortized debt discount on the Convertible Senior Notes were reduced. The removal of the remaining debt discount recorded for this previous separation has the effect of increasing our ~~segments.~~net debt balance and increasing the amount of related deferred income taxes. ASU 2020-06 also eliminates the treasury stock method to calculate diluted earnings per share for certain convertible instruments and requires the use of the if-converted method. As such, we are required to apply the if-converted method to our Convertible Senior Notes when calculating diluted income (loss) per share. Under the if-converted method, the principal amount and any conversion spread of the Convertible Senior Notes, to the extent dilutive, are assumed to be converted into common stock at the beginning of the period and net income (loss) attributable to KBR is adjusted to reverse the effect of any interest expense associated with the Convertible Senior Notes.

For the years ended December 31, 2021 and 2020, the adoption of this standard did not materially impact our financial performance, financial position or cash flow, but it did result in an increase in the number of diluted weighted average shares outstanding utilized in our diluted income (loss) per share calculation in periods of net income attributable to KBR. For the year ending December 31, 2022, the adoption of this standard will not materially impact our financial performance, financial position or cash flow, but it may result in an increase in the number of diluted weighted average shares outstanding utilized in our diluted income (loss) per share calculation.

~~The following should be read together with~~ ~~Revenue Recognition~~ ~~in our significant accounting policies~~Select unaudited condensed consolidated balance sheet line items, which reflect the adoption of ASU 2020-06, are as ~~detailed in "Note 1. Significant Accounting Policies" of our 2020 Annual Report on Form 10-K.~~follows:

~~Revenue Recognition~~


	December 31, 2021
Dollars in millions	As Previously Reported		Adjustments		As Adjusted
Assets:
Deferred income taxes	$	226	$	5	$	231

Liabilities:
Long-term debt	$	1,852	$	23	$	1,875

KBR Shareholders' Equity:
PIC	$	2,251	$	(45)	$	2,206
Retained earnings	1,260		27		1,287

~~Contract Types~~Select unaudited condensed consolidated statement of operations line items, which reflect the adoption of ASU 2020-06, are as follows:

~~The Company performs work under contracts that broadly consists of fixed-price, cost-reimbursable, time-and-materials, or a combination of the three.~~


	Three Months Ended September 30, 2021
Dollars in millions	As Previously Reported		Adjustments		As Adjusted
Interest Expense	$	(23)	$	3	$	(20)
Income before income taxes	$	77	$	3	$	80
Provision for income taxes	$	(19)	$	(1)	$	(20)
Net income	$	58	$	2	$	60
Net income attributable to KBR	$	55	$	2	$	57
Net income attributable to KBR per share:
Basic	$	0.39	$	0.02	$	0.41
Diluted	$	0.38	$	—	$	0.38
Basic weighted average common shares outstanding	$	140	$	—	$	140
Diluted weighted average common shares outstanding	$	145	$	9	$	154

Fixed-price contracts include both lump-sum and unit-rate contracts. Under lump-sum contracts, we perform a defined scope of work for a specified fee to cover all costs and any profit element. Lump-sum contracts entail significant risk to us because they require us to predetermine the work to be performed, the project execution schedule and all the costs associated with the scope of work. Unit-rate contracts are essentially fixed-price contracts with the only variable being units of work to be performed. Although fixed-price contracts involve greater risk than cost-reimbursable contracts, they also are potentially more profitable because the owner/customer pays a premium to transfer project risks to us.


	Nine Months Ended September 30, 2021
Dollars in millions	As Previously Reported		Adjustments		As Adjusted
Interest Expense	$	(68)	$	9	$	(59)
Income before income taxes	$	32	$	9	$	41
Provision for income taxes	$	(75)	$	(2)	$	(77)
Net loss	$	(43)	$	7	$	(36)
Net loss attributable to KBR	$	(50)	$	7	$	(43)
Net loss attributable to KBR per share:
Basic	$	(0.36)	$	0.06	$	(0.30)
Diluted	$	(0.36)	$	0.06	$	(0.30)
Basic weighted average common shares outstanding	$	141	$	—	$	141
Diluted weighted average common shares outstanding	$	141	$	—	$	141

Time-and-materials contracts typically provide for negotiated fixed hourly rates for specified categories of direct labor. The rates cover the cost of direct labor, indirect expense and fee. These contracts can also allow for reimbursement of cost of material plus a fee, if applicable. In U.S. government contracting, this type of contract is generally used when there is uncertainty of the extent or duration of the work to be performed by the contractor at the time of contract award or it is not possible to anticipate costs with any reasonable degree of confidence. With respect to time-and-materials contracts, we assume the price risk because our costs of performance may exceed negotiated hourly rates. In commercial and non-U.S. government contracting, this contract is generally used for defined and non-defined scope contracts where there is a higher degree of uncertainty and risks as to the scope of work. These types of contracts may also provide for a guaranteed maximum price where the total cost plus the fee cannot exceed an agreed upon guaranteed maximum price or not-to-exceed provisions.

Under cost-reimbursable contracts, the price is generally variable based upon our actual allowable costs incurred for materials, equipment, reimbursable labor hours, overhead, and general and administrative expenses. Profit on cost-reimbursable contracts may be in the form of a fixed fee or a mark-up applied to costs incurred, or a combination of the two. The fee may also be an incentive fee based on performance indicators, milestones or targets and can be based on customer discretion or in form of an award fee determined based on customer evaluation of the Company's performance against contractual criteria. Cost-reimbursable contracts may also provide for a guaranteed maximum price where the total fee plus the total cost cannot exceed an agreed upon guaranteed maximum price. Cost-reimbursable contracts are generally less risky because the owner/customer retains many of the project risks, however it generally requires us to use our best efforts to accomplish the scope of the work within a specified time and budget. Cost-reimbursable contracts with the U.S. government are generally subject to the Federal Acquisition Regulation ("FAR") and are competitively priced based on estimated or actual costs of providing the contractual goods or services. The FAR provides guidance on types of costs that are allowable in establishing prices for goods and services provided to the U.S. government and its agencies. Pricing for non-U.S. government agencies and commercial customers is based on specific negotiations with each customer.

~~See Note 3 to our condensed consolidated financial statements for further discussion of our revenue by contract type.~~

Select unaudited condensed consolidated statement of cash flows line items, which reflect the adoption of ASU 2020-06, are as follows:


	Nine Months Ended September 30, 2021
Dollars in millions	As Previously Reported		Adjustments		As Adjusted
Cash flows from operating activities:
Net loss	$	(43)	$	7	$	(36)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income tax	38		2		40
Other	40		(9)		31
Total cash flows provided by operating activities	$	276	$	—	$	276

Impact of Adoption of Other New Accounting Standards

Effective January 1, 2022, we adopted ASU No. 2021-04. Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses measurement, treatment and recognition of a freestanding equity-classified written call option modification or exchange. The adoption of this standard did not have an impact on our financial statements.

Effective January 1, 2022, we adopted ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard only impacts annual financial statement footnote disclosures. Therefore, the adoption did not have a material effect on our condensed consolidated financial statements.

Additional Balance Sheet Information

Other Current Liabilities

The components of ~~"Other~~other current ~~liabilities"~~liabilities on our condensed consolidated balance sheets as of September 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, are presented below:


		September 30,		December 31,			September 30,		December 31,
Dollars in millions	Dollars in millions	2021		2020		Dollars in millions	2022		2021
Value-added tax payable						Value-added tax payable	$	32	$	34
Dividend payable						Dividend payable	17		16
Current maturities of long-term debt	Current maturities of long-term debt	$	16	$	12	Current maturities of long-term debt	15		16
Reserve for estimated losses on uncompleted contracts	Reserve for estimated losses on uncompleted contracts	15		16		Reserve for estimated losses on uncompleted contracts	15		17
Restructuring reserve						Restructuring reserve	14		17
Retainage payable	Retainage payable	12		22		Retainage payable	9		13
Income taxes payable		—		16
Restructuring reserve		20		32

Value-added tax payable		36		29

Dividend payable		16		14

Other miscellaneous liabilities	Other miscellaneous liabilities	62		52		Other miscellaneous liabilities	74		65
Total other current liabilities	Total other current liabilities	$	177	$	193	Total other current liabilities	$	176	$	178

Note 2. Business Segment Information

We provide a wide range of professional services and the management of our business is heavily focused on major projects or programs within each of our reportable segments. At any given time, government programs and joint ventures represent a substantial part of our operations. We are organized into 2two core business segments, Government Solutions and Sustainable Technology Solutions and 1one non-core business segment as described below:

Government Solutions. Our Government Solutions business segment provides full life-cycle support solutions to defense, intelligence, space, aviation and other programs and missions for military and other government agencies primarily in the U.S., U.K. and Australia. KBR's services cover the full spectrum spanning research and development, advanced prototyping, acquisition support, systems engineering, ~~C4ISR,~~C5ISR, cyber analytics, space domain awareness, test and evaluation, systems integration and program management, global supply chain management and operations readiness and support. With the acquisition of Frazer-Nash Consultancy Limited ("Frazer-Nash") on October 20, 2021 (described in Note 4 to the condensed consolidated financial statements), we have expanded our broad range of professional advisory services that deliver high-end systems engineering, systems assurance and technology to customers across the defense, renewable energy and critical infrastructure sectors to the U.K. Additionally, with the acquisition of VIMA Group ("VIMA") on August 2, 2022, we deliver solutions across a number of large-scale, high priority digital transformation programs to support our clients in ensuring availability of effective digital and information technology as guided by the U.K.'s Digital Strategy for Defence.

Sustainable Technology Solutions. Our Sustainable Technology Solutions business segment is anchored by our portfolio of over 70 innovative, proprietary, sustainability-focused process technologies that ~~we license spanning 4~~accelerate and enable energy transition across the industrial base in four primary ~~areas:~~verticals: ammonia/~~syngas/fertilizers,~~syngas, chemical/petrochemicals, clean refining and circular process/circular economy solutions. STS also ~~includes our~~provides highly synergistic services including advisory and consulting ~~practice~~ focused on broad-based energy transition and net-zero carbon emission ~~consulting, our~~solutions, high-end engineering, design and professional services ~~offerings,~~centered around decarbonization, energy efficiency, environmental impact and asset optimization, as well as our ~~technology-led industrial solutions build on our KBR INSITE~~® ~~platform. KBR INSITE~~® ~~is a proprietary, digital, cloud-based operations~~digitally-enabled operating and maintenance platform that identifies opportunities for our clients to achieve sustainable improvements in production, reliability, environment impact, energy efficiency, and ultimately profitability. Frommonitoring solutions. Through early planning ~~through~~and scope definition, advanced technologies and facility life-cycle ~~support,~~optimization, our STS business segment works closely with customers to provide what we believe is the optimal approach to maximize their return on investment.

Other. Our non-core Other segment includes corporate expenses and selling, general and administrative expenses not allocated to the business segments above.

Operations by Reportable Segment


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Dollars in millions
Revenues:
Government Solutions	$	1,293	$	1,555	$	4,064	$	3,950
Sustainable Technology Solutions	333		288		892		890

Total revenues	$	1,626	$	1,843	$	4,956	$	4,840























Operating income:
Government Solutions	$	105	$	114	$	351	$	277
Sustainable Technology Solutions	56		23		(18)		(71)
Other	(36)		(36)		(112)		(104)
Total Operating income	$	125	$	101	$	221	$	102

~~Operations by Reportable Segment~~

Three Months Ended Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Dollars in millions
Revenues:
Government Solutions $ 1,555 $ 1,013 $ 3,950 $ 2,948
Sustainable Technology Solutions 288 366 890 1,353
Total revenues $ 1,843 $ 1,379 $ 4,840 $ 4,301
Gross profit:
Government Solutions $ 147 $ 131 $ 393 $ 377
Sustainable Technology Solutions 46 41 175 123
Total gross profit $ 193 $ 172 $ 568 $ 500
Equity in earnings (losses) of unconsolidated affiliates:
Government Solutions $ 11 $ 11 $ 26 $ 23
Sustainable Technology Solutions (12) 2 (201) 7
Total equity in earnings (losses) of unconsolidated affiliates (1) 13 $ (175) $ 30
Selling, general and administrative expenses:
Government Solutions $ (44) $ (45) $ (142) $ (116)
Sustainable Technology Solutions (16) (20) (51) (63)
Other (31) (24) (90) (80)
Total selling, general and administrative expenses (91) (89) $ (283) $ (259)
Acquisition and integration related costs (3) (2) (7) (2)
Goodwill impairment — — — (99)
Restructuring charges and asset impairments — (1) (2) (176)
Gain on disposition of assets and investments 3 — 1 18
Operating income $ 101 $ 93 $ 102 $ 12
Interest expense (23) (18) (68) (60)
Other non-operating income (loss) (1) (4) (2) 1
Income (loss) before income taxes and noncontrolling interests $ 77 $ 71 $ 32 $ (47)

Note 3. Revenue

Disaggregated Revenue

We disaggregate our revenue from customers by business unit, geographic destination and contract type for each of our segments as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

Revenue by business unit and reportable segment was as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
Dollars in millions	Dollars in millions	2021		2020		2021		2020		Dollars in millions	2022		2021		2022		2021

Government Solutions	Government Solutions									Government Solutions
Science & Space	Science & Space	$	280	$	257	$	788	$	735	Science & Space	$	282	$	280	$	792	$	788
Defense & Intel	Defense & Intel	387		218		1,133		630		Defense & Intel	390		387		1,156		1,133
Readiness & Sustainment	Readiness & Sustainment	632		292		1,276		847		Readiness & Sustainment	352		632		1,256		1,276
International	International	256		246		753		736		International	269		256		860		753
Total Government Solutions	Total Government Solutions	1,555		1,013		3,950		2,948		Total Government Solutions	1,293		1,555		4,064		3,950

Sustainable Technology Solutions	Sustainable Technology Solutions	288		366		890		1,353		Sustainable Technology Solutions	333		288		892		890

Total revenue	Total revenue	$	1,843	$	1,379	$	4,840	$	4,301	Total revenue	$	1,626	$	1,843	$	4,956	$	4,840

Government Solutions revenue earned from key U.S. government customers includes U.S. DoD agencies and ~~intelligence agencies,~~ NASA, ~~and other federal civilian agencies~~ and is reported as Science & Space, Defense & Intel and Readiness & Sustainment. Government Solutions revenue earned from non-U.S. government customers primarily includes the U.K. MoD and the Australian Defence Force and is reported as International.

1615

Revenue by geographic destination was as follows:

Three Months Ended September 30, 2021
Total by Countries/Regions
Dollars in millions
Government Solutions Sustainable Technology Solutions Total
     United States $ 1,135 $ 104 $ 1,239
     Middle East 72 50 122
     Europe 215 57 272
     Australia 93 4 97
     Canada 1 1 2
     Africa 23 23 46
     Asia 4 43 47
     Other countries 12 6 18
Total revenue $ 1,555 $ 288 $ 1,843
Three Months Ended September 30, 2020
Total by Countries/Regions
Dollars in millions
Government Solutions Sustainable Technology Solutions Total
     United States $ 559 $ 153 $ 712
     Middle East 179 54 233
     Europe 165 63 228
     Australia 75 6 81
     Canada 1 9 10
     Africa 22 16 38
     Asia — 37 37
     Other countries 12 28 40
Total revenue $ 1,013 $ 366 $ 1,379
Nine Months Ended September 30, 2021
Total by Countries/Regions
Dollars in millions
Government Solutions Sustainable Technology Solutions Total
     United States $ 2,688 $ 326 $ 3,014
     Middle East 348 148 496
     Europe 549 162 711
     Australia 260 8 268
     Canada 1 2 3
     Africa 61 67 128
     Asia 5 145 150
     Other countries 38 32 70
Total revenue $ 3,950 $ 890 $ 4,840
Nine Months Ended September 30, 2020
Total by Countries/Regions
Dollars in millions
Government Solutions Sustainable Technology Solutions Total
     United States $ 1,593 $ 600 $ 2,193
     Middle East 537 177 714
     Europe 514 160 674
     Australia 201 46 247
     Canada 1 40 41
     Africa 60 53 113
     Asia — 161 161
     Other countries 42 116 158
Total revenue $ 2,948 $ 1,353 $ 4,301


	Three Months Ended September 30, 2022

Total by Countries/Regions Dollars in millions	Government Solutions		Sustainable Technology Solutions		Total
United States	$	785	$	120	$	905
Europe	334		67		401
Middle East	33		68		101
Australia	101		18		119

Africa	23		16		39
Asia	4		35		39
Other countries	13		9		22
Total revenue	$	1,293	$	333	$	1,626

	Three Months Ended September 30, 2021

Total by Countries/Regions Dollars in millions	Government Solutions		Sustainable Technology Solutions		Total
United States	$	1,135	$	104	$	1,239
Europe	215		57		272
Middle East	72		50		122
Australia	93		4		97

Africa	23		23		46
Asia	4		43		47
Other countries	13		7		20
Total revenue	$	1,555	$	288	$	1,843


	Nine Months Ended September 30, 2022

Total by Countries/Regions Dollars in millions	Government Solutions		Sustainable Technology Solutions		Total
United States	$	2,566	$	357	$	2,923
Europe	959		153		1,112
Middle East	123		170		293
Australia	302		29		331

Africa	63		49		112
Asia	10		105		115
Other countries	41		29		70
Total revenue	$	4,064	$	892	$	4,956

	Nine Months Ended September 30, 2021

Total by Countries/Regions Dollars in millions	Government Solutions		Sustainable Technology Solutions		Total
United States	$	2,688	$	326	$	3,014
Europe	549		162		711
Middle East	348		148		496
Australia	260		8		268

Africa	61		67		128
Asia	5		145		150
Other countries	39		34		73
Total revenue	$	3,950	$	890	$	4,840

Many of our contracts contain cost reimbursable, time-and-materials and fixed price components. We define contract type based on the component that represents the majority of the contract. Revenue by contract type was as follows:

Three Months Ended September 30, 2021
Dollars in millions Government Solutions Sustainable Technology Solutions Total
     Cost Reimbursable $ 1,063 $ — $ 1,063
     Time-and-Materials 228 174 402
     Fixed Price 264 114 378
Total revenue $ 1,555 $ 288 $ 1,843
Three Months Ended September 30, 2020
Dollars in millions Government Solutions Sustainable Technology Solutions Total
     Cost Reimbursable $ 610 $ — $ 610
     Time-and-Materials 148 259 407
     Fixed Price 255 107 362
Total revenue $ 1,013 $ 366 $ 1,379


	Three Months Ended September 30, 2022
Dollars in millions	Government Solutions		Sustainable Technology Solutions		Total
Cost Reimbursable	$	781	$	—	$	781
Time-and-Materials	258		197		455
Fixed Price	254		136		390
Total revenue	$	1,293	$	333	$	1,626

	Three Months Ended September 30, 2021
Dollars in millions	Government Solutions		Sustainable Technology Solutions		Total
Cost Reimbursable	$	1,063	$	—	$	1,063
Time-and-Materials	228		174		402
Fixed Price	264		114		378
Total revenue	$	1,555	$	288	$	1,843


		Nine Months Ended September 30, 2021				Nine Months Ended September 30, 2022
Dollars in millions	Dollars in millions	Government Solutions		Sustainable Technology Solutions			Total		Dollars in millions	Government Solutions		Sustainable Technology Solutions		Total
Cost Reimbursable	Cost Reimbursable	$	2,480	$	—		$	2,480	Cost Reimbursable	$	2,524	$	—	$	2,524
Time-and-Materials	Time-and-Materials	666		551			1,217		Time-and-Materials	739		571		1,310
Fixed Price	Fixed Price	804		339			1,143		Fixed Price	801		321		1,122
Total revenue	Total revenue	$	3,950	$	890		$	4,840	Total revenue	$	4,064	$	892	$	4,956

		Nine Months Ended September 30, 2020				Nine Months Ended September 30, 2021
Dollars in millions	Dollars in millions	Government Solutions		Sustainable Technology Solutions			Total		Dollars in millions	Government Solutions		Sustainable Technology Solutions		Total
Cost Reimbursable	Cost Reimbursable	$	1,763	$	—		$	1,763	Cost Reimbursable	$	2,480	$	—	$	2,480
Time-and-Materials	Time-and-Materials	412		960			1,372		Time-and-Materials	666		551		1,217
Fixed Price	Fixed Price	773		393			1,166		Fixed Price	804		339		1,143
Total revenue	Total revenue	$	2,948	$	1,353		$	4,301	Total revenue	$	3,950	$	890	$	4,840

Performance Obligations and Contract Liabilities

Changes in estimates are recognized on a cumulative catch-up basis in the current period associated with performance obligations satisfied in a prior period due to the release of a constrained milestone, modification in contract price or scope or a change in the likelihood of a contingency being resolved. We recognized revenue from performance obligations satisfied in previous periods for such matters of $26 million and $4 million for the three months ended September 30, 2022 and 2021, respectively, and ~~we recognized revenue from performance obligations satisfied in the period of $14~~$32 million and ~~$36~~$14 million for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

On September 30, ~~2021,~~2022, we had ~~$11.2~~$11.0 billion of transaction price allocated to remaining performance obligations. We expect to recognize approximately ~~26%~~36% of our remaining performance obligations as revenue within one year, ~~33%~~37% in years two through five and ~~41%~~27% thereafter. Revenue associated with our remaining performance obligations to be recognized beyond one year includes performance obligations primarily related to the Aspire Defence ~~and Fasttrax projects,~~project, which ~~have~~has contract terms extending through ~~2041 and 2023, respectively.~~2041. Remaining performance obligations do not include variable consideration that was determined to be constrained as of September 30, ~~2021.~~2022.

We recognized revenue of ~~$147~~$177 million and ~~$294~~$147 million for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively, which was previously included in the contract liability balance at the beginning of each period.

Accounts Receivable


		September 30,		December 31,			September 30,		December 31,
Dollars in millions	Dollars in millions	2021		2020		Dollars in millions	2022		2021
Unbilled	Unbilled	$	791	$	476	Unbilled	$	513	$	698
Trade & other	Trade & other	454		423		Trade & other	396		713
Accounts receivable	Accounts receivable	$	1,245	$	899	Accounts receivable	$	909	$	1,411

Note 4. Acquisitions

~~Harmonic Limited~~VIMA Group

On ~~July 1, 2021,~~August 2, 2022, we acquired ~~certain assets~~VIMA Group, a U.K.-based leading provider of digital transformation solutions to defense and ~~assumed certain liabilities of Harmonic Limited ("Harmonic"). The acquired business of Harmonic provides transformation and delivery consultancy project services to UK businesses and~~other public sector clients. VIMA Group is reported within our GS business segment. We accounted for this transaction as an acquisition of a business using the acquisition method under ASC 805, Business Combinations.

The agreed-upon purchase price for the acquisition was ~~$19 million, which~~$82 million. The purchase price consisted of cash paid on hand at closing of ~~$17~~$75 million, ~~funded from cash on hand,~~subject to certain working capital and other closing adjustments, $4 million of deferred consideration and contingent consideration with an estimated fair value of $2$3 million that is contingent upon the achievement of certain performance targets ~~over the period~~ from closing through ~~March~~December 31, ~~2024.~~2022. The contingent consideration could result in potential additional cash payments aggregating up to approximately £10 million. We recognized $2 million as an intangible backlog asset, $11 million in customer relationships, $3 million in net working capital, $2 million in deferred income tax liability and ~~goodwill~~$68 million of ~~$14 million~~goodwill arising from the acquisition, which relates primarily to future growth opportunities. As of September 30, ~~2021,~~2022, the estimated fair values of net assets acquired were preliminary. ~~The~~For U.S. tax purposes, the transaction is treated as a stock deal. As a result, there is no step-up in tax basis in the individual assets and liabilities acquired and the goodwill recognized is not deductible for tax purposes.

~~Centauri Platform Holdings, LLC~~Frazer-Nash Consultancy Limited

On October ~~1, 2020,~~ 20, 2021, we acquired ~~Centauri Platform Holdings, LLC ("Centauri") for $830~~Frazer-Nash in accordance with an agreement with Babcock International Group PLC, a leading U.K. based provider of specialist systems, engineering and technology solutions. The aggregate consideration paid was approximately $392 million in cash, subject to ~~certain working capital, net debt and~~ other post-closing ~~adjustments, if applicable.~~adjustments. As of September 30, ~~2021,~~2022, the ~~estimated fair values of net assets acquired were preliminary, with possible updates primarily in our finalization of tax returns with~~purchase price allocation for the ~~seller.~~combination is final. The Company recognized goodwill of ~~$576~~approximately $293 million primarily related to future growth opportunities based on an expanded service offering from intellectual capital and a highly skilled assembled workforce and other expected synergies from the combined operations. Intangible assets of ~~$226~~$89 million were recognized ~~and comprised of~~for customer relationships and backlog, which will be amortized over a weighted-average period of 1314 years. For U.S. tax purposes, the transaction is treated as a stock deal. As a result, there is no step-up in tax basis in the individual assets and liabilities acquired and the goodwill ~~and stepped-up acquired intangibles were~~recognized is not deductible for tax purposes.

During the three and nine months ended September 30, 2021, the Company recognized direct, incremental costs related to this acquisition of $2 million and $4 million, respectively, which are included in "Acquisition and integration related costs" on the condensed consolidated statements of operations. The acquired Centauri business contributed $148 million and $461 million of revenues and $19 million and $56 million of gross profit for the three and nine months ended September 30, 2021, respectively.

The following supplemental pro forma, combined financial information has been prepared from historical financial statements that have been adjusted to give effect to the acquisition of ~~Centauri~~Frazer-Nash as though it had been acquired on January 1, ~~2020.~~2021. Pro forma adjustments were primarily related to the amortization of intangibles, interest on borrowings related to the acquisition, significant nonrecurring transactions and acquisition related transaction costs. Accordingly, this supplemental pro forma financial information is presented for informational purposes only and is not necessarily indicative of what the actual results of operations of the combined company would have been had the acquisition occurred on January 1, ~~2020,~~2021, nor is it indicative of future results of operations.

Three Months Ended Nine Months Ended
September 30, 2020 September 30, 2020
(Unaudited) (Unaudited)
Revenue $ 1,537 $ 4,728
Net loss attributable to KBR $ 58 $ (83)
Diluted earnings per share $ 0.40 $ (0.58)

~~Scientific Management Associates (Operations) Pty Ltd~~

On March 6, 2020, we acquired certain assets and assumed certain liabilities related to the government defense business of Scientific Management Associates (Operations) Pty Ltd ("SMA"). The acquired business of SMA provides technical training services to the Royal Australian Navy and is reported within our GS business segment. We accounted for this transaction using the acquisition method under ASC 805, Business Combinations. The agreed-upon purchase price for the acquisition was $13 million, less purchase price adjustments totaling $4 million resulting in net cash consideration paid of $9 million. We recognized goodwill of $12 million arising from the acquisition, which relates primarily to future growth opportunities to expand services provided to the Royal Australian Navy. During the first quarter of 2021, contingent consideration liability that was recorded at the time of acquisition was settled for $1 million.

~~Frazer-Nash Consultancy Limited~~

On October 20, 2021, we acquired Frazer-Nash Consultancy Limited ("Frazer-Nash") in accordance with an agreement with Babcock International Group PLC. The aggregate consideration paid was approximately $402 million, subject to certain working capital and other post-closing adjustments. The Company funded the aggregate consideration paid using borrowings under the Revolver of $294 million and international cash on hand of $108 million.

Frazer-Nash delivers high-end systems engineering, systems assurance and technology to solve complex challenges. They provide a broad range of professional advisory services across the defense, energy and critical infrastructure sectors primarily in the U.K. and Australia. Due to the recent closing of this acquisition, certain financial information related to this acquisition including the fair value of total consideration transferred or estimated to be transferred, is not yet available.


	Three Months Ended		Nine Months Ended
Dollars in millions	September 30, 2021		September 30, 2021
	(Unaudited)		(Unaudited)
Revenue	$	1,878	$	4,958
Net income attributable to KBR	$	58	$	(36)
Diluted earnings per share	$	0.39	$	(0.26)

Note 5. Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash balances held by our wholly owned subsidiaries as well as cash held by joint ventures that we consolidate. Joint venture and the Aspire project cash balances are limited to specific project activities and are not available for other projects, general cash needs or distribution to us without approval of the board of directors of the respective entities. We expect to use this cash for project costs and distributions of earnings.

The components of our cash and cash equivalents balance are as follows:


		September 30, 2021							September 30, 2022
Dollars in millions	Dollars in millions	International (a)		Domestic (b)		Total		Dollars in millions	International (a)		Domestic (b)		Total
Operating cash and equivalents		$	253	$	126	$	379
Operating cash and cash equivalents								Operating cash and cash equivalents	$	207	$	79	$	286
Short-term investments (c)	Short-term investments (c)	2		—		2		Short-term investments (c)	3		82		85
Cash and equivalents held in consolidated joint ventures and Aspire Defence subcontracting entities		169		—		169
Cash and cash equivalents held in consolidated joint ventures and Aspire Defence subcontracting entities								Cash and cash equivalents held in consolidated joint ventures and Aspire Defence subcontracting entities	90		—		90
Total	Total	$	424	$	126	$	550	Total	$	300	$	161	$	461


		December 31, 2020							December 31, 2021
Dollars in millions	Dollars in millions	International (a)		Domestic (b)		Total		Dollars in millions	International (a)		Domestic (b)		Total
Operating cash and equivalents		$	228	$	54	$	282
Operating cash and cash equivalents								Operating cash and cash equivalents	$	218	$	34	$	252
Short-term investments (c)	Short-term investments (c)	3		—		3		Short-term investments (c)	2		—		2
Cash and equivalents held in consolidated joint ventures and Aspire Defence subcontracting entities		151		—		151
Cash and cash equivalents held in consolidated joint ventures and Aspire Defence subcontracting entities								Cash and cash equivalents held in consolidated joint ventures and Aspire Defence subcontracting entities	116		—		116
Total	Total	$	382	$	54	$	436	Total	$	336	$	34	$	370

(a)Includes deposits held inby non-U.S. entities with operating ~~accounts.~~accounts that constitute offshore cash for tax purposes.

(b)Includes U.S. dollar and foreign currency deposits held in U.S. entities with operating accounts that constitute onshore cash for tax purposes but may reside either in the U.S. or in a foreign country.

(c)Includes time deposits, money market funds and other highly liquid short-term investments.

Note 6. Unapproved Change Orders and Claims Against Clients and Estimated Recoveries of Claims Against Suppliers and Subcontractors

The amounts of unapproved change orders, and claims against clients and estimated recoveries of claims against suppliers and subcontractors included in determining the profit or loss on contracts are as follows:

Dollars in millions September 30, 2021 September 30, 2020
Amounts included in project estimates-at-completion at January 1, $ 1,048 $ 978
(Decrease) increase in project estimates (228) (1)
Approved change orders (374) (6)
Foreign currency impact (19) 5
Amounts included in project estimates-at-completion at September 30, $ 427 $ 976
Amounts recognized over time based on progress at September 30,* $ 427 $ 976




Dollars in millions	September 30, 2022		September 30, 2021
Amounts included in project estimates-at-completion at January 1,	$	426	$	1,048
Net decrease in project estimates	(121)		(228)
Approved change orders	(271)		(374)
Foreign currency impact	7		(19)
Amounts included in project estimates-at-completion at September 30,	$	41	$	427

~~(*)~~
As

The balance as of September 30, ~~2021, the balance above reflects the Settlement Agreement signed~~2022 primarily relates to projects in ~~October 2021.~~our Government Solutions segment.

KBR and its joint ventures have been pursuing approval and collection of amounts due under major unapproved client change orders and subcontractor claims. The remaining commercial matters may not be resolved in the near term. Our current estimates for approval and recoveries may differ materially from the amounts we have recorded and could have a material adverse effect on our results of operations, financial position and cash flows.

As of September 30, 2021 and 2020, the majority of unapproved change orders and claims against client and estimated recoveries of claims against suppliers and subcontractors relates to the Ichthys LNG Project discussed below.

Ichthys LNG Project

We have a 30% ownership interest in the JKC joint venture ("JKC"), which was contracted to perform the engineering, procurement, supply, construction and commissioning of onshore LNG facilities for a client in Darwin, Australia (the "Ichthys LNG Project"). The construction and commissioning of the Ichthys LNG Project is complete, and the facility has been handed over to the client and is producing LNG.

Settlement Agreement with the Client

In October 2021, JKC entered into a binding settlement agreement (the “Settlement Agreement”) that resolved the outstanding claims and disputes between JKC and its client, Ichthys LNG Pty, Ltd (collectively, “the Parties”). As a result of the Settlement Agreement, the Parties agreed to withdraw all claims and terminate all ongoing ~~arbitrations~~arbitration and court proceedings between the ~~Parties, including the following:~~

•Under the cost-reimbursable scope of the contract, JKC believed amounts paid or payable to the suppliers and subcontractors in settlement of their contract claims related to the cost-reimbursable scope were an adjustment to the contract price. JKC made claims for such contract price adjustments; however, the client disputed some of these contract price adjustments. In order to facilitate the continuation of work, the client agreed to a contractual mechanism (“Funding Deed”) in 2016 providing funding in the form of an interim contract price adjustment to JKC, consented to settlement of subcontractor claims as of that date related to the cost-reimbursable scope, but reserved its right to dispute. In 2017, additional settlements pertaining to suppliers and subcontractors under the cost-reimbursable scope of the contract were presented to the client, and the client consented to payment to JKC but reserved its contractual rights. The Settlement Agreement fully resolved these matters capping JKC's recovery to amounts previously funded by the client.

•JKC was entitled to an amount of profit and overhead which was a fixed percentage of the target reimbursable costs under the reimbursable component of the contract. The Parties were unable to reach agreement on incremental amounts claimed by JKC. The Settlement Agreement fully resolved this matter.

•~~Claims for incurred costs related to scope increases and other factors for which JKC believed it is entitled to reimbursement under the contract along with claims asserted by the client.~~

In connection with preliminary settlement discussions, the Company recorded a non-cash charge to equity in earnings of unconsolidated affiliates in the amount of $193 million in the quarter ended June 30, 2021, which reflected KBR’s proportionate share of the unpaid, unapproved change orders and claims. In the quarter ended September 30, 2021, KBR recorded an additional charge of approximately $10 million for its proportionate share of final warranty items.

Parties. As part of the Settlement Agreement, KBR’s letters of credit were also reduced to $82 million from $164 million.

~~The Settlement Agreement does not impact pursuit of, or positions related to, JKC’s subcontractor claims associated with the combined cycle power plant described below.~~

Paint and Insulation Claims Against Insurer and Paint Manufacturer

There has been deterioration of paint and insulation on certain exterior areas of the plant. As part of the Settlement Agreement, the Parties agreed to consult in good faith and to cooperate to seek maximum recovery from the insurance policies and paint manufacturer for the paint and insulation matters. The Parties agreed to collectively pursue claims against the paint manufacturer and JKC has assigned claims under the insurance policy regarding the paint and insulation matters to the client.

Under the Settlement Agreement, the parties have agreed that if, at the date of final resolution of the above proceedings and claims with respect to the paint and insulation matters, the recovered amount from the paint manufacturer and insurance claim is less than the stipulated ceiling amount in the Settlement Agreement, JKC will pay the client the difference between the stipulated ceiling amount and the recovered amount. JKC has provided for and continues to maintain ~~its~~a provision for this contingent liability.

Settlement Agreement with the Combined Cycle Power Plant Subcontractor Consortium

Pursuant to JKC's fixed-price scope of its contract with its client, JKC awarded a fixed-price EPC contract to a subcontractor for the design, construction and commissioning of the Combined Cycle Power Plant (the "Power Plant"). The subcontractor was a consortium consisting of General Electric and GE Electrical International Inc. and a joint venture between UGL Infrastructure Pty Limited and CH2M Hill (collectively, the "Consortium"). On January 25, 2017, JKC received a Notice of Termination from the Consortium, and the Consortium ceased work on the Power Plant and abandoned the construction site. JKC believes the Consortium materially breached its subcontract and repudiated its obligation to complete the Power Plant, plus undertook actions making it more difficult and more costly for the works to be completed by others after the Consortium abandoned the site. Subsequently, the Consortium filed a request for arbitration with the ICC asserting that JKC repudiated the contract. The Consortium also sought an order that the Consortium validly terminated the subcontract. JKC has responded to this request, denying JKC committed any breach of its subcontract with the Consortium and restated its claim that the Consortium breached and repudiated its subcontract with JKC and is liable to JKC for all costs to complete the Power Plant.

In March 2017, JKC prevailed in a legal action against the Consortium requiring the return of materials, drawings and tools following their unauthorized removal from the site by the Consortium. After taking over the work, JKC discovered incomplete and defective engineering designs, defective workmanship on the site, missing, underreported and defective materials and the improper termination of key vendors/suppliers. JKC's investigations also indicate that progress of the work claimed by the Consortium was over-reported. JKC has completed the Consortium's work and the incurred costs significantly exceed the awarded fixed-price subcontract value. JKC's cost to complete the Power Plant includes re-design efforts, additional materials and significant re-work.

JKC ~~is pursuing~~pursued recourse against the Consortium to recover all of the costs to complete the Power Plant, plus the additional interest and/or general damages. ~~Each of the Consortium partners has joint and several liability with respect to all obligations under the subcontract.~~

~~Costs incurred~~In April 2022, JKC entered into a settlement agreement (the “Subcontractor Settlement Agreement”) to complete the Power Plant that have been determined to be probable of recovery from the Consortium under U.S. GAAP have been included as a reduction of cost in our estimate of profit at completion. The estimated recoveries exclude interest, liquidated damagesresolve outstanding claims and ~~other related costs which~~disputes between JKC ~~intends to pursue recovery from~~and the Consortium. ~~Amounts~~As a result of the Subcontractor Settlement Agreement, JKC received the first payment of AUD 270 million in April 2022. In May 2022, JKC distributed the payment to KBR at current exchange rates and net of legal expenses resulting in the receipt of approximately $190 million. The second payment of AUD 90 million is expected to be ~~recovered from the Consortium are included~~paid to JKC in March 2023. KBR recorded a non-cash charge to equity in earnings (losses) of unconsolidated affiliates in the ~~table above at~~amount of $137 million during the ~~beginning~~first quarter of ~~this Note 6.~~

As2022, which reflected KBR’s proportionate share of ~~September 30, 2021,~~ JKC's claims against the Consortium that were approximately $1.7 billion (net of subcontractor bonds and remaining original lump sum subcontract value) for recovery of JKC's costs. The opening hearing of the power plant arbitration was held in April 2021. The final hearing is expected to be held in April and May 2022. The previous hearing dates were vacated due to the COVID-19 delay and the current dates may continue to be impacted by the COVID-19 pandemic.

JKC asked the Australian courts to require the parent company guarantors of the Consortium to issue payment to JKC in advance of the completion of the arbitration proceedings. The court concluded that the parent companies are responsible for Consortium’s liability resulting from the arbitration outcome, but they are not required to pay in advance of the arbitration. JKC continues to pursue the resolution of this matter and will seek collection from the Consortium and their parent guarantors who are all jointly and severally liable for any damages owed to JKC.

To the extent JKC is unsuccessful in prevailing in the Arbitration or the Consortium members are unable to satisfy their financial obligations in the event of a decision favorable to JKC, we would be responsible for our pro-rata portion of unrecovered costs from the Consortium. This could have a material adverse impact on the profit at completion of the overall contract and thus on our consolidated statements of operations and financial position.no longer collectible.

See Note 8 "Equity Method Investments and Variable Interest Entities" to our condensed consolidated financial statements for further discussion regarding our equity method investment in JKC.

Changes in ~~all other~~ Project-related Estimates

There are many factors that may affect the accuracy of our cost estimates and ultimately our future profitability. These

include, but are not limited to, the availability and costs of resources (such as labor, materials and equipment), productivity,

weather and ongoing resolution of legacy projects and legal matters. We generally realize both lower and higher than expected margins on projects in any given period. We recognize revisions of revenues and costs in the period in which the revisions are known. This may result in the recognition of costs before the recognition of related revenue recovery, if any.

During the nine months ended September 30, 2022, within our STS business segment, we recognized a non-cash charge to equity in earnings of unconsolidated affiliates of $137 million in the three months ended March 31, 2022 as a result of changes in estimates on the Ichthys LNG Project in connection with the Subcontractor Settlement Agreement discussed above. During the three and nine months ended September 30, 2022, within our GS business segment, we recorded a charge to equity in earnings of unconsolidated affiliates on a joint venture acquired from a historical GS acquisition of $10 million based on our funding obligations of projected losses.

Sanctions and trade control measures were implemented against Russia due to the ongoing conflict between Russia and Ukraine. This impacts our ability to operate in the region and we announced our intent to exit commercial projects in Russia in a responsible manner earlier this year. As we wind down, we are settling or ending contract relationships with suppliers and personnel and have included the estimates of such activities within our remaining project estimates. These estimates may change as we continue to assess revisions to these estimates when known. The duration and extent to which the trade sanctions against Russia affect our business will depend on future developments that remain uncertain. During the nine months ended September 30, 2022, we recognized an unfavorable change of $22 million in gross profit and incurred $6 million in severance and asset impairments costs associated with exiting commercial projects in Russia.

During the three and nine months ended September 30, 2022, within our GS business segment, we recognized a net favorable change in gross profit of $10 million and $1 million, respectively, associated with changes in estimates related to ongoing contract negotiations in which some have been resolved.

During the nine months ended September 30, 2021, within our STS business segment, we recognized a non-cash charge to equity in earnings of unconsolidated affiliates of $193 million as a result of changes in estimates on the Ichthys LNG project during the second quarter of 2021 and an additional $10 million charge for final warranty items during the third quarter of 2021. Additionally, during the nine months ended September 30, 2021, we recognized a favorable change of $37 million in gross profit associated with the settlement of a legacy EPC project matter, partially offset by $20 million related to the resolution of other legacy matters.

During the ~~nine~~three months ended September 30, ~~2020,~~2021, we recognized ~~a favorable~~an unfavorable change ~~of $16 million in estimated revenues and~~to gross profit ~~associated with variable consideration resulting from~~of $4 million related to the resolution of ~~a contingency of a~~other legacy ~~EPC project during the first quarter of 2020.~~matters.

Note 7. Restructuring Charges

During 2020, our management initiated and approved a broad restructuring plan in response to the dislocation of the global energy market resulting from the decline in oil prices and the COVID-19 pandemic. As part of the plan, management approved strategic business restructuring activities and decided to discontinue pursuing certain projects, principally lump-sum EPC and commoditized construction services. The restructuring plan was designed to refine our market focus, optimize costs and improve operational efficiencies. The restructuring charges were substantially completed in the year ended December 31, 2020.

We recorded restructuring charges and asset impairments of $2 million for the nine months ended September 30, 2021. For the nine months ended September 30, 2020, we recorded restructuring charges and asset impairments as follows:

Dollars in millions Severance Lease Abandonment Other Total Restructuring Charges Asset Impairments Total Restructuring Charges & Asset Impairments
    Government Solutions $ 1 $ — $ — $ 1 $ 2 $ 3
    Sustainable Technology Solutions 33 3 — 36 50 86
    Other 1 21 19 41 46 87
      Total $ 35 $ 24 $ 19 $ 78 $ 98 $ 176

The restructuring liability at September 30, ~~2021,~~2022 was ~~$71~~$55 million, of which ~~$20~~$14 million is included in ~~"Other~~other current ~~liabilities"~~liabilities and ~~$51~~$41 million is included in ~~"Other~~other liabilities.~~" A reconciliation of the beginning and ending~~ The restructuring liability ~~balances~~at December 31, 2021 was $66 million, of which $17 million is ~~provided~~included in ~~the following table.~~

Dollars in millions Severance Lease Abandonment Other Total
Balance at January 1, 2021 $ 15 $ 52 $ 24 $ 91
Lease restructuring charges related to operating lease liabilities — 2 — 2
Cash payments / settlements during the period (8) (5) (4) (17)
Currency translation and other adjustments (2) — (3) (5)
Balance at September 30, 2021 $ 5 $ 49 $ 17 $ 71

other current liabilities and $49 million is included in other liabilities.

2422

Note 8. Equity Method Investments and Variable Interest Entities

We conduct some of our operations through joint ventures, which operate through partnerships, corporations and undivided interests and other business forms and are principally accounted for using the equity method of accounting. Additionally, the majority of our joint ventures are VIEs.

The following table presents a rollforward of our equity in and advances to unconsolidated affiliates:


		Nine Months Ended September 30,		Year Ended December 31,			Nine Months Ended September 30,		Year Ended December 31,
		2021		2020			2022		2021
Dollars in millions	Dollars in millions					Dollars in millions
Beginning balance at January 1,	Beginning balance at January 1,	$	881	$	846	Beginning balance at January 1,	$	576	$	881

Equity in earnings (losses) of unconsolidated affiliates(a)	Equity in earnings (losses) of unconsolidated affiliates(a)	(175)		30		Equity in earnings (losses) of unconsolidated affiliates(a)	(103)		(170)
Distributions of earnings of unconsolidated affiliates(b)	Distributions of earnings of unconsolidated affiliates(b)	(37)		(38)		Distributions of earnings of unconsolidated affiliates(b)	(32)		(72)
Advances to (payments from) unconsolidated affiliates, net		(18)		(15)
Investments (a)		13		26
Impairment of equity method investments (b)		—		(19)
Payments from unconsolidated affiliates, net						Payments from unconsolidated affiliates, net	(14)		(17)
(Return of) investments in equity method investment, net (c)						(Return of) investments in equity method investment, net (c)	(198)		29

Sale of equity method investment ~~(c)~~(d)	Sale of equity method investment ~~(c)~~(d)	(39)		—		Sale of equity method investment ~~(c)~~(d)	(41)		(39)
Foreign currency translation adjustments	Foreign currency translation adjustments	(9)		50		Foreign currency translation adjustments	(21)		(10)
Other ~~(d)~~(e)	Other ~~(d)~~(e)	(26)		1		Other ~~(d)~~(e)	10		(26)

Ending balance	Ending balance	$	590	$	881	Ending balance	$	177	$	576

(a)~~Investments include~~During the third quarter of 2022, we recorded a charge against a joint venture acquired from a historical GS acquisition of $10 million ~~and $24 million~~based on our funding obligations of projected losses.

(b)The Brown & Root Industrial Services joint venture declared a distribution in ~~funding contributions~~the fourth quarter of 2021 that was paid to ~~JKC for~~KBR during the nine months ended September 30, ~~2021, and~~2022.

(c)For the nine months ended September 30, 2022, we received a return of investment from JKC of approximately 190 million related to the Subcontractor Settlement Agreement, offset by $1 million in funding contributions to JKC. Additionally, we received a return of investment distribution from BRJV of $10 million as our cumulative distributions from inception of the joint venture exceeded our cumulative earnings. For the year ended December 31, ~~2020, respectively.~~2021, investments include $26 million in contributions to JKC.

~~(b)~~(d)During the ~~year ended December 31, 2020,~~first quarter of 2022, we ~~recognized an impairment~~sold two of ~~$13 million associated with~~our four U.K. Road investments. The carrying value of our investment was $22 million. We received $18 million in cash proceeds and the purchaser agreed to assume the $4 million of consortium relief. In the second quarter of 2022, we sold an additional U.K. Road investment with a ~~joint venture project located~~carrying value of $19 million and recorded a gain of approximately $16 million upon receipt of $35 million in cash proceeds, in addition to receipt of $2 million of deferred consideration from the ~~Middle East, and a $6 million impairment related to other equity method investments.~~

~~(c)~~Q1 2022 sales. During the third quarter ~~ended September 30,~~of 2021, we sold our investment interest in the Middle East Petroleum Corporation (EBIC Ammonia project). The carrying value of our investment was $39 million. We received $43 million in cash proceeds and recorded a gain of $4 million, of which $1 million was attributable to our non-controlling interests. Subsequent to the receipt of the cash proceeds, we distributed the non-controlling interests' proportionate share of $15 million.

~~(d)~~(e)During the nine months ended September 30, 2022, Other included a net liability position of $10 million, for the charge discussed in (a), which is recorded in other liabilities on our condensed consolidated balance sheets at September 30, 2022 for our funding obligations of projected losses. During the year ended December 31, 2021, Other included unearned income related to the Ichthys LNG ~~project,~~Project, which was previously recorded outside of the equity method investment balance and will not be realized as a result of the settlement proceedings. See Note 6 "Unapproved Change Orders and Claims Against Clients and Estimated Recoveries of Claims Against Suppliers and Subcontractors" for additional information.

~~Unconsolidated Variable Interest Entities~~

For the VIEs in which we participate, our maximum exposure to loss consists of our equity investment in the VIE, any amounts owed to us for services we may have provided to the VIE and any amounts that we may be contractually or constructively obligated to fund in the future reduced by any unearned revenues on the project. Our maximum exposure to loss may also include our obligation to fund our proportionate share of any future losses incurred. Where our performance and financial obligations are joint and several to the client with our joint venture partners, we may be further exposed to losses above our ownership interest in the joint venture.

~~The following summarizes the total assets and total liabilities related to our unconsolidated VIEs in which we have a significant variable interest but are not the primary beneficiary.~~

September 30, 2021
Dollars in millions Total Assets Total Liabilities
Affinity joint venture (U.K. MFTS project) $ 9 $ 8
Aspire Defence Limited $ 61 $ 5
JKC joint venture (Ichthys LNG project) $ 340 $ 3
U.K. Roads project joint ventures $ 54 $ —
Middle East Petroleum Corporation (EBIC ammonia project) $ — $ —

December 31, 2020
Dollars in millions Total Assets Total Liabilities
Affinity joint venture (U.K. MFTS project) $ 11 $ 9
Aspire Defence Limited $ 68 $ 5
JKC joint venture (Ichthys LNG project) $ 606 $ 44
U.K. Roads project joint ventures $ 59 $ —
Middle East Petroleum Corporation (EBIC ammonia project) $ 31 $ 1

Related Party Transactions

We often provide engineering, construction management and other subcontractor services to our unconsolidated joint ventures and our revenues include amounts related to these services. For the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, our revenues included ~~$281~~$295 million and ~~$379~~$281 million, respectively, related to the services we provided primarily to the Aspire Defence Limited joint venture within our GS business segment and ~~two other~~a joint ~~ventures~~venture within our STS business segment.

Amounts included in our condensed consolidated balance sheets related to services we provided to our unconsolidated joint ventures as of September 30, ~~2021,~~2022, and December 31, ~~2020~~2021 are as follows:

September 30, December 31,
Dollars in millions 2021 2020
Accounts receivable, net of allowance for credit losses $ 45 $ 83
Contract assets (a) $ 2 $ 2
Contract liabilities (a) $ 8 $ 53

~~(a)Reflects contract assets and contract liabilities related to joint ventures within our GS and STS business segments.~~

~~Consolidated Variable Interest Entities~~

We consolidate VIEs if we determine we are the primary beneficiary of the project entity because we control the activities that most significantly impact the economic performance of the entity. The following is a summary of the significant VIEs where we are the primary beneficiary:

Dollars in millions September 30, 2021
Total Assets Total Liabilities
Fasttrax Limited (Fasttrax project) $ 20 $ 6
Aspire Defence subcontracting entities (Aspire Defence project) $ 479 $ 261

Dollars in millions
December 31, 2020
Total Assets Total Liabilities
Fasttrax Limited (Fasttrax project) $ 45 $ 18
Aspire Defence subcontracting entities (Aspire Defence project) $ 448 $ 205


	September 30,		December 31,
Dollars in millions	2022		2021
Accounts receivable, net of allowance for credit losses	$	50	$	35
Contract assets	$	2	$	2
Other current assets	$	—	$	25
Contract liabilities	$	34	$	5

Note 9. Retirement Benefits

The components of net periodic pension ~~cost (benefit)~~benefit related to pension benefits for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021 were as follows:


		Three Months Ended September 30,									Three Months Ended September 30,
		2021				2020					2022				2021
Dollars in millions	Dollars in millions	United States		Int’l		United States		Int’l		Dollars in millions	United States		Int’l		United States		Int’l
Components of net periodic pension cost (benefit)
Components of net periodic pension benefit										Components of net periodic pension benefit
Service cost	Service cost	$	—	$	1	$	—	$	1	Service cost	$	—	$	—	$	—	$	1
Interest cost	Interest cost	$	—	$	8	$	—	$	9	Interest cost	$	—	$	8	$	—	$	8
Expected return on plan assets	Expected return on plan assets	—		(21)		—		(15)		Expected return on plan assets	—		(20)		—		(21)

Amortization of prior service cost	Amortization of prior service cost	—		—		—		—		Amortization of prior service cost	—		1		—		—
Recognized actuarial loss	Recognized actuarial loss	—		8		—		6		Recognized actuarial loss	—		5		—		8
Net periodic pension cost (benefit)		$	—	$	(4)	$	—	$	1
Net periodic pension benefit										Net periodic pension benefit	$	—	$	(6)	$	—	$	(4)

		Nine Months Ended September 30,									Nine Months Ended September 30,
		2021				2020					2022				2021
Dollars in millions	Dollars in millions	United States		Int’l		United States		Int’l		Dollars in millions	United States		Int’l		United States		Int’l
Components of net periodic pension cost (benefit)
Components of net periodic pension benefit										Components of net periodic pension benefit
Service cost	Service cost	$	—	$	1	$	—	$	1	Service cost	$	—	$	1	$	—	$	1
Interest cost	Interest cost	$	1	$	24	$	1	$	28	Interest cost	$	1	$	26	$	1	$	24
Expected return on plan assets	Expected return on plan assets	(2)		(64)		(2)		(44)		Expected return on plan assets	(2)		(63)		(2)		(64)

Amortization of prior service cost	Amortization of prior service cost	—		1		—		1		Amortization of prior service cost	—		1		—		1
Recognized actuarial loss	Recognized actuarial loss	1		24		1		17		Recognized actuarial loss	1		17		1		24
Net periodic pension cost (benefit)		$	—	$	(14)	$	—	$	3
Net periodic pension benefit										Net periodic pension benefit	$	—	$	(18)	$	—	$	(14)

For the nine months ended September 30, ~~2021,~~2022, we have contributed approximately ~~$35~~$32 million of the ~~$49~~$40 million we expect to contribute to our plans in ~~2021.~~2022. On October 17, 2022, we made an advance payment to our U.K. pension plan for approximately £29 million of the £33 million required minimum annual contributions for the year ending December 31, 2023.

Additionally, as a result of recent, significant market volatility in the U.K., KBR may from time to time provide short-term, intra-group loans to be used to cover costs, expenses and other liquidity needs of the U.K. pension plan. KBR does not expect the amount of any such advance funds to be material or have by themselves a material adverse impact on our financial position.

2724

Note 10. Debt and Other Credit Facilities

Our outstanding debt consisted of the following at the dates indicated:


Dollars in millions	Dollars in millions	September 30, 2021		December 31, 2020		Dollars in millions	September 30, 2022		December 31, 2021 (1)
Term Loan A	Term Loan A	$	274	$	285	Term Loan A	$	390	$	441
Term Loan B	Term Loan B	512		516		Term Loan B	507		511
Convertible Senior Notes	Convertible Senior Notes	350		350		Convertible Senior Notes	350		350
Senior Notes	Senior Notes	250		250		Senior Notes	250		250
Senior Credit Facility	Senior Credit Facility	260		260		Senior Credit Facility	260		364
Unamortized debt issuance costs - Term Loan A	Unamortized debt issuance costs - Term Loan A	(3)		(4)		Unamortized debt issuance costs - Term Loan A	(3)		(4)
Unamortized debt issuance costs and discount - Term Loan B	Unamortized debt issuance costs and discount - Term Loan B	(14)		(16)		Unamortized debt issuance costs and discount - Term Loan B	(11)		(13)
Unamortized debt issuance costs and discount - Convertible Senior Notes	Unamortized debt issuance costs and discount - Convertible Senior Notes	(30)		(40)		Unamortized debt issuance costs and discount - Convertible Senior Notes	(2)		(4)
Unamortized debt issuance costs and discount - Senior Notes	Unamortized debt issuance costs and discount - Senior Notes	(5)		(5)		Unamortized debt issuance costs and discount - Senior Notes	(4)		(4)
Total debt	Total debt	1,594		1,596		Total debt	1,737		1,891
Less: current portion	Less: current portion	16		12		Less: current portion	15		16
Total long-term debt, net of current portion	Total long-term debt, net of current portion	$	1,578	$	1,584	Total long-term debt, net of current portion	$	1,722	$	1,875

(1) As adjusted for the adoption of ASU 2020-06 using the full retrospective method.

Senior Credit Facility

On ~~July 2, 2020,~~November 18, 2021, we ~~amended~~entered into Amendment No. 5 under our ~~Senior~~existing Credit ~~Facility to consist~~Agreement, dated as of April 25, 2018 ("Pro Rata Facilities"), consisting of a $1 billion revolving credit facility (the "Revolver"), a ~~$275~~$442 million Term Loan A, ("Term Loan A") ~~of which a portion is~~with debt tranches denominated in US dollars, Australian dollars and British pound sterling and a ~~$520~~$512 million Term Loan B ("Term Loan B"), with an aggregate capacity of ~~$1.795 billion.~~$1.954 billion ("Senior Credit Facility"). The ~~Revolver and~~Amendment, among other things, (i) established an additional tranche of £122.1 million in Term Loan A ~~mature in February 2025~~incurred by Kellogg Brown & Root Limited, a wholly owned indirect subsidiary of KBR, Inc., organized under the laws of England and Wales, (ii) increased capacity and flexibility under certain negative covenants, (iii) permits the netting of unrestricted cash up to a specified cap for purposes of calculating the leverage ratio and (iv) reduced the interest rate payable for applicable margins and commitment fees and extended the maturity dates to November 2026 for Term Loan A and the Revolver. The maturity date of Term Loan B ~~matures in~~remained unchanged maturing February 2027.

On May 17, 2022, we entered into Amendment No. 6 under our existing Credit Agreement, dated as of April 25, 2018, to (i) remove certain provisions requiring that the net cash proceeds received from the Subcontractor Settlement Agreement be applied to prepay principal amounts owed under Term Loan A and (ii) amend a certain provision to permit KBR to apply such net cash proceeds for working capital and other general corporate purposes. See Note 6 "Unapproved Change Orders and Claims Against Clients and Estimated Recoveries of Claims Against Suppliers and Subcontractors" for additional information regarding the Subcontractor Settlement Agreement.

The interest rates with respect to the Revolver and Term Loan A are based on, at the Company's option, the respective adjusted ~~LIBOR~~reference rate plus an additional margin or base rate plus additional margin. The interest rate with respect to the Term Loan B is LIBOR plus 2.75%. Additionally, there is a commitment fee with respect to the Revolver.

The details of the applicable margins and commitment fees under the amended Senior Credit Facility are based on the Company's consolidated net leverage ratio as follows:


		Revolver and Term Loan A							Revolver and Term Loan A
Consolidated Leverage Ratio		LIBOR Margin		Base Rate Margin		Commitment Fee
Greater than or equal to 3.25 to 1.00		2.25	%	1.25	%	0.35	%
Consolidated Net Leverage Ratio								Consolidated Net Leverage Ratio	Reference Rate (a)		Base Rate		Commitment Fee
Greater than or equal to 4.25 to 1.00								Greater than or equal to 4.25 to 1.00	2.25	%	1.25	%	0.33	%
Less than 4.25 to 1.00 but greater than or equal to 3.25 to 1.00								Less than 4.25 to 1.00 but greater than or equal to 3.25 to 1.00	2.00	%	1.00	%	0.30	%
Less than 3.25 to 1.00 but greater than or equal to 2.25 to 1.00	Less than 3.25 to 1.00 but greater than or equal to 2.25 to 1.00	2.00	%	1.00	%	0.30	%	Less than 3.25 to 1.00 but greater than or equal to 2.25 to 1.00	1.75	%	0.75	%	0.28	%
Less than 2.25 to 1.00 but greater than or equal to 1.25 to 1.00	Less than 2.25 to 1.00 but greater than or equal to 1.25 to 1.00	1.75	%	0.75	%	0.25	%	Less than 2.25 to 1.00 but greater than or equal to 1.25 to 1.00	1.50	%	0.50	%	0.25	%
Less than 1.25 to 1.00	Less than 1.25 to 1.00	1.50	%	0.50	%	0.20	%	Less than 1.25 to 1.00	1.25	%	0.25	%	0.23	%

(a)The reference rate for the Revolver and the U.S. dollar tranche is LIBOR, the Australian dollar tranche is BBSY and the British pound sterling tranche is SONIA.

Term Loan A provides for quarterly principal payments of 0.625% of the aggregate principal amount ~~commencing~~that commenced with the fiscal quarter ~~ending June 30, 2020,~~ended March 31, 2022, increasing to 1.25% starting with the quarter ending ~~June 30, 2022.~~March 31, 2024. Term Loan B provides for quarterly principal payments of 0.25% of the initial aggregate principal amounts ~~commencing~~that commenced with the fiscal quarter ~~ending~~ended June 30, 2020.

The Senior Credit Facility contains financial covenants of a maximum consolidated net leverage ratio and a consolidated interest coverage ratio (as such terms are defined in the Senior Credit Facility). Our consolidated net leverage ratio as of the last day of any fiscal quarter may not exceed 4.50 to 1 through 2022, reducing to 4.25 to 1 ~~through 2021, reducing to~~in 2023 and 4.00 to 1 in ~~2022~~2024 and ~~3.75 to 1 in 2023.~~thereafter. Our consolidated interest coverage ratio may not be less than 3.00 to 1 as of the last day of any fiscal ~~quarter, commencing with the fiscal quarter ending June 30, 2020 and thereafter, may not be less than 3.00 to 1.~~quarter. As of September 30, ~~2021,~~2022, we were in compliance with our financial covenants related to our debt agreements.

Convertible Senior Notes

Convertible Senior Notes. On November 15, 2018, we issued and sold $350 million of 2.50% Convertible Senior Notes due 2023 (the "Convertible Notes") pursuant to an indenture between us and Citibank, N.A., as trustee. The Convertible Notes are senior unsecured obligations and bear interest at 2.50% per year, and interest is payable on May 1 and November 1 of each year. The Convertible Notes mature on November 1, 2023, and may not be redeemed by us prior to maturity.

The Convertible Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our

common stock, at our election. It is our current intent ~~and policy~~ to settle the principal balance of the Convertible Notes in cash

and any excess value upon conversion in cash, shares of our common ~~stock.~~stock or a combination of both at our election. The initial conversion price of the Convertible Notes iswas approximately $25.51 (subject to adjustment in certain circumstances), based on the initial conversion rate of 39.1961 Common Shares per $1,000 principal amount of Convertible Notes. Prior to May 1, 2023, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date. On August ~~21, 2021,~~17, 2022, we declared a quarterly cash dividend of ~~$0.11~~$0.12 per Common Share, which exceeded our per share dividend threshold and adjusted the conversion rate to ~~39.4261~~39.5465 at a strike price of $25.36. The impact of dilution on our earnings per share from Convertible Notes is measured using the “treasury stock method”. As of September 30, 2021, the "if-converted" value of the Convertible Notes exceeded the $350 million principal amount by approximately $192 million.

The net carrying value of the equity component related to the Convertible Senior Notes was $57 million as of September 30, 2021, and December 31, 2020. The amount of interest cost recognized relating to the contractual interest coupon was $2 million and $6 million for the three and nine months ended September 30, 2021 respectively, and $3 million and $7 million for the three and nine months ended September 30, 2020, respectively. The amount of interest cost recognized relating to the amortization of the discount and debt issuance costs was $3 million and $10 million for the three and nine months ended September 30, 2021, respectively, and $3 million and $9 million for the three and nine months ended September 30, 2020, respectively. The effective interest rate on the liability component was 6.50% as of September 30, 2021, and December 31, 2020.$25.29.

Convertible Notes Call Spread Overlay. Concurrent with the issuance of the Convertible Notes, we entered into privately negotiated convertible note hedge transactions (the "Note Hedge Transactions") and warrant transactions (the "Warrant Transactions") with the option counterparties. These transactions represent a call spread overlay, whereby the cost of the Note Hedge Transactions we purchased to cover the cash outlay upon conversion of the Convertible Notes was reduced by the sales price of the Warrant Transactions. Each of these transactions is described below.

The Note Hedge Transactions cost an aggregate of $62 million and are expected generally to reduce the potential dilution of common stock and/or offset the cash payments we are required to make in excess of the principal amount upon conversion of the Convertible Notes in the event that the market price of our common stock is greater than the strike price of the Note Hedge Transactions, which was initially $25.51 (subject to adjustment), corresponding approximately to the initial conversion price of the Convertible Notes. The Note Hedge Transactions were accounted for by recording the cost as a reduction to ~~"Additional paid-in capital"~~PIC based on the Note Hedge Transactions meeting certain scope exceptions provided under ASC Topic 815.

We received proceeds of $22 million for the Warrant Transactions, in which we sold net-share-settled warrants to the option counterparties in an amount equal to the number of shares of our common stock initially underlying the Convertible Notes, subject to customary anti-dilution adjustments. The original strike price of the warrants was $40.02 per share. The updated strike price as of September 30, ~~2021~~2022 was $39.79. The Warrant Transactions could have a dilutive effect to our stockholders to the extent the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants.$39.67. The Warrant Transactions have been accounted for by recording the proceeds received as ~~"Additional paid-in capital".~~PIC.

The Note Hedge Transactions and the Warrant Transactions are separate transactions, in each case entered into by us with the option counterparties, and are not part of the terms of the Convertible Notes and will not affect any holder's rights under the Convertible Notes.

As of September 30, 2022, the if-converted value of the Convertible Notes based on the closing share price exceeded the $350 million principal amount by approximately $248 million. The incremental value over the principal amount would be fully offset by the shares we are allowed to purchase under the Note Hedge Transaction. However, the counterparties holding the warrants would have the right to purchase the same number of shares we would receive at a strike price of $39.67 resulting in value of $49 million that would have been delivered to the counterparties as of September 30, 2022.

Senior Notes

On September 30, 2020, we issued and sold $250 million aggregate principal amount of 4.750% Senior Notes due 2028 (the "Senior Notes") pursuant to an indenture among us, the guarantors party thereto and Citibank, N.A., as trustee. The Senior Notes are senior unsecured obligations and are fully and unconditionally guaranteed by each of our existing and future domestic subsidiaries that guarantee our obligations under the Senior Credit Facility and certain other indebtedness. The net proceeds

from the offering ~~was~~were approximately $245 million, after deducting fees and estimated offering expenses and were used to finance a portion of the purchase price for the acquisition of Centauri and pay related fees and expenses. Interest is payable semi-annually in arrears on March 30 and September 30 of each year, beginning on March 30, 2021, and the principal is due on September 30, 2028.

At any time prior to September 30, 2023, we may redeem all or part of the Senior Notes at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date, plus a specified “make-whole premium.” On or after September 30, 2023, we may redeem all or part of the Senior Notes at our option, at the redemption prices set forth in the Senior Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date. At any time prior to September 30, 2023, we may redeem up to 35% of the original aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 104.750% of the principal amount of the Senior Notes, together with accrued and unpaid interest, if any, to (but not including) the redemption date. If we undergo a change of control, we may be required to make an offer to holders of the Senior Notes to repurchase all of the Senior Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

Letters of credit, surety bonds and guarantees

In connection with certain projects, we are required to provide letters of credit, surety bonds or guarantees to our customers in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers and future funding commitments. As of September 30, ~~2021,~~2022, we had $1 billion in a committed line of credit under the Senior Credit Facility and ~~$415~~$450 million of bilateral and uncommitted lines of credit to support the issuance of letters of credit. As of September 30, ~~2021,~~2022, with respect to our Senior Credit Facility, we had $260 million of outstanding borrowings previously issued to fund the acquisition of Centauri and ~~$122~~$48 million of outstanding letters of credit. With respect to our ~~$415~~$450 million of bilateral and uncommitted lines of credit, we ~~had~~ utilized ~~$213~~$208 million for letters of credit as of September 30, ~~2021.~~2022. The total remaining capacity of these committed and uncommitted lines of credit was approximately ~~$820~~$933 million. Of the letters of credit outstanding under the Senior Credit Facility, none have expiry dates beyond the maturity date of the Senior Credit Facility. Of the total letters of credit outstanding ~~$168~~under our bilateral facilities, $85 million relate to our joint venture operations where the letters of credit are posted using our capacity to support our pro-rata share of obligations under various contracts executed by joint ventures of which we are a member.

Nonrecourse Project Debt

Fasttrax Limited, a consolidated joint venture in which we indirectly own a 50% equity interest with an unrelated partner, was awarded a concession contract in 2001 with the U.K. MoD to provide a Heavy Equipment Transporter Service to the British Army. Fasttrax Limited operates and maintains 91 HETs for a term of 22 years. The purchase of the HETs by the joint venture was financed through two series of bonds secured by the assets of Fasttrax Limited and subordinated debt from the joint venture partners. The secured bonds are an obligation of Fasttrax Limited and are not a debt obligation of KBR as they are nonrecourse to the joint venture partners. Accordingly, in the event of a default on the notes, the lenders may only look to the assets of Fasttrax Limited for repayment.

The secured bonds were issued in two classes consisting of Class A 3.5% Index Linked Bonds in the amount of £56.0 million and Class B 5.9% Fixed Rate Bonds in the amount of £20.7 million. Semi-annual payments on both classes of bonds continued through maturity in March 2021. The subordinated notes payable to each of the partners initially bear interest at 11.25% increasing to 16.00% over the term of the notes until maturity in 2025. For financial reporting purposes, only our partner's portion of the subordinated notes appears in the condensed consolidated financial statements.

Note 11. Income Taxes

The effective tax rate was approximately ~~25%~~45% and ~~234%~~188% for the ~~three and~~ nine months ended September 30, ~~2021, respectively. The effective tax rate was approximately 27%~~2022 and ~~(51)% for the three and nine months ended September 30, 2020,~~2021, respectively. The effective tax rate for the nine months ended September 30, 2022 and 2021, as compared to the U.S. statutory rate of 21%, was primarily impacted by ~~an equity adjustment~~adjustments on anthe Ichthys LNG project ~~and~~to which KBR is a JV partner. KBR did not receive a tax benefit for these adjustments. The effective tax rate for the nine months ended September 30, 2021 was also impacted by the enactment of athe tax rate change in the United Kingdom. Equity adjustments were booked on an entity in which KBR is a JV partner in the second and third quarter of 2021. Since the tax impact for this adjustment was taxed at the JV level, KBR will not receive a tax benefit. In the second quarter of 2021, the U.K. ~~enacted legislation to raise the corporate tax rate from 19% to 25% beginning April 1, 2023. All deferred tax balances in this region were remeasured and the tax impact was booked accordingly.~~ Excluding the tax impact of these ~~adjustments,~~items, our tax rate would be ~~19% and 23%~~25% for the ~~three and~~ nine months ended September 30, ~~2021. The three~~2022 and 23% for the nine months ended September 30, ~~2020 was primarily impacted by impairment and restructuring charges incurred during the~~

~~period. Excluding the tax impact of these adjustments, our tax rate would have been 27% for the three and nine months ended September 30, 2020.~~2021.

Our estimated annual effective rate for ~~2021~~2022 is ~~23%~~25% excluding the effects of discrete items. Our estimated annual effective rate is subject to change based on the actual jurisdictions where our ~~2021~~2022 earnings are generated.

The valuation allowance for deferred tax assets as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021 was ~~$210~~$198 million and ~~$220~~$204 million, respectively. The remaining valuation allowance is primarily related to foreign tax credit carryforwards and foreign and state net operating loss carryforwards that, in the judgment of management, are not more likely than not to be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income, in the appropriate character and source, during the periods in which those temporary differences become deductible or within the remaining carryforward period. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment.

The utilization of the unreserved foreign tax credit carryforwards is based on our ability to generate income from foreign sources of approximately ~~$662~~$500 million prior to their expiration. The utilization of other net deferred tax assets, excluding those associated with indefinite-lived intangible assets, is based on our ability to generate U.S. forecasted taxable income of approximately ~~$614~~$629 million. Changes in our forecasted taxable income, in the appropriate character and source, as well as jurisdiction, could affect the ultimate realization of deferred tax assets.

The provision for uncertain tax positions included in ~~"Other liabilities"~~other liabilities and ~~"Deferred~~deferred income ~~taxes"~~taxes on our condensed consolidated balance sheets as of September 30, ~~2021,~~2022 and December 31, ~~2020~~2021 was ~~$93~~$82 million and ~~$96~~$89 million, respectively.

The Inflation Reduction Act was signed into law by the President on August 16, 2022, which enacts a 15% corporate minimum tax effective in 2023 for C-Corporations with book profits greater than $1 billion and imposes a 1% tax on the fair market value of stock repurchases by a publicly traded U.S. corporation after December 31, 2022, which will be accounted for separately from income taxes when incurred. The Inflation Reduction Act also creates or extends certain tax-related energy incentives. KBR currently does not expect the tax-related provision of the Inflation Reduction Act to have a material impact on our financial results.

Note 12. Commitments and Contingencies

We are a party to litigation and other proceedings that arise in the ordinary course of our business, including matters arising under provisions relating to the protection of the environment. These types of matters could result in fines, penalties, cost reimbursements or contributions, compensatory or treble damages or non-monetary sanctions or relief. We believe the probability is remote that the outcome of any individual matter, including the matters described below, will have a material adverse effect on the corporation as a whole, notwithstanding that the unfavorable resolution of any matter may have a material effect on our net earnings and cash flows in any particular reporting period. Among the factors that we consider in this assessment are the nature of existing legal proceedings and claims, the asserted or possible damages or loss contingency (if estimable), the progress of the case, existing law and precedent, the opinions or views of legal counsel and other advisers, our experience in similar cases and the experience of other companies, the facts available to us at the time of assessment and how we intend to respond to the proceeding or claim. Our assessment of these factors may change over time as individual proceedings or claims progress.

Although we cannot predict the outcome of legal or other proceedings with certainty, when it is probable that a loss will be incurred and the amount is reasonably estimable, U.S. GAAP requires us to accrue an estimate of the probable loss or range of loss. In the event a loss is probable, but the probable loss is not reasonably estimable, we are required to make a statement that such an estimate cannot be made. We follow a thorough process in which we seek to estimate the reasonably possible loss or range of loss, and only if we are unable to make such an estimate do we conclude and disclose that an estimate cannot be made. Accordingly, unless otherwise indicated below in our discussion, a reasonably possible loss or range of loss associated with any individual contingency cannot be estimated.

Chadian Employee Class Action.In May 2018, former employees of our former Chadian subsidiary, Subsahara Services, Inc. ("SSI"), filed a class action suit claiming unpaid damages arising from the ESSO Chad Development Project for Exxon Mobil Corporation ("Exxon") dating back to the early 2000s. Exxon is also named as a defendant in the case. The SSI employees previously filed two class action cases in or around 2005 and 2006 for alleged unpaid overtime and bonuses. The Chadian Labour Court ruled in favor of the SSI employees in the unpaid overtime case resulting in a settlement of approximately $25 million which was reimbursed by Exxon under its contract with SSI. The second case for alleged unpaid bonuses was ultimately dismissed by the Supreme Court of Chad.

The current case claims $122 million in unpaid bonuses characterized as damages rather than employee bonuses to avoid the previous Chadian Supreme Court dismissal and a 5-year statute of limitations on wage-related claims. SSI’s initial defense was filed and a hearing was held in December 2018. A merits hearing was held in February 2019. In March 2019, the Labour Court issued a decision awarding the plaintiffs approximately $34 million including a $2 million provisional award. Exxon and SSI appealed the award and requested suspension of the provisional award, which was approved on April 2, 2019. Exxon and SSI filed a submission to the Court of Appeal on June 21, 2019 and filed briefs at a hearing on February 28, 2020. The plaintiffs failed to file a response on March 13, 2020 and a hearing was scheduled for April 17, 2020. The hearing was postponed due to COVID-19 but took place on September 18, 2020. On October 9, 2020, the appellate court of Moundou awarded the plaintiffs approximately $19 million. SSI filed an appeal of this decision to the Chadian Supreme Court on December 28, 2020. SSI’s request for suspension on the enforceability of the award from the Chadian Supreme Court was granted on January 4, 2021. A hearing took place on December 21, 2021, and while a decision was not issued at the hearing, the Reporting Judge of the Chadian Supreme Court indicated, with regard to the fourth plea concerning the unicity of judicial matters, that this ground alone justified quashing the decision. On February 9, 2022, the Chadian Supreme Court issued an abstract of their forthcoming decision upholding the lower court’s ruling. On June 6, 2022, we received the full decision by the Chadian Supreme Court. We have been informed that Exxon has moved forward with paying the award.

At this time, based on our assessment of existing law and precedent, the opinions of legal counsel and other advisers, and the facts available to us at the time of assessment, we do not believe a risk of material loss is probable related to this matter. SSI is no longer an existing entity in Chad or the United States. Further, the amount awarded to the former employees have been paid by Exxon.

North West Rail Link Project.We participate in an unincorporated joint venture with two partners to provide engineering and design services in relation to the operations, trains and systems of a metro rail project in Sydney, Australia. The project commenced in 2014 and during its execution encountered delays and disputes resulting in claims and breach notices submitted to the joint venture by the client. Since November 2018, the client has submitted multiple claims alleging breach of contract and breach of duty by the joint venture in its execution of the services, claiming losses and damages of up to approximately $301 million Australian dollars. KBR has a 33% participation interest in the joint venture and the partners have joint and several liability with respect to all obligations under the contract. We believe the gross amount of the claims

significantly exceeds the client’s entitlement as well as the joint venture’s limits of liability under the contract and that the claims will be covered by project-specific professional indemnity insurance subject to deductibles.

As of September 30, 2022, we have accrued a probable and reasonably estimable potential loss in an amount that is immaterial. At this time, fact discovery and expert review are still ongoing. The joint venture, joint venture insurers and client continue to be engaged in discussions concerning potential resolution of the claims.

Note 13. U.S. Government Matters

We provide services to various U.S. governmental agencies, including the U.S. DoD, NASA and the Department of State. The negotiation, administration and settlement of our contracts are subject to audit by the DCAA. The DCAA serves in an advisory role to the DCMA, which is responsible for the administration of the majority of our contracts. The scope of these audits includes, among other things, the validity of direct and indirect incurred costs, provisional approval of annual billing rates, approval of annual overhead rates, compliance with the FAR and CAS, compliance with certain unique contract clauses and audits of certain aspects of our internal control systems. Based on the information received to date, we do not believe any completed or ongoing government audits will have a material adverse impact on our results of operations, financial position or cash flows. The U.S. government also retains the right to pursue various remedies under any of these contracts which could result in challenges to expenditures, suspension of payments, fines and suspensions or debarment from future business with the U.S. government.

The Company accrued for probable and reasonably estimable unallowable costs associated with open government matters related to our GS business in the amounts of $68 million as of September 30, 2022 and $76 million as of December 31, 2021, which are recorded in other liabilities on our condensed consolidated balance sheets.

Legacy U.S. Government Matters

Between 2002 and 2011, we provided significant support to the U.S. Army and other U.S. government agencies in support of the war in Iraq under the LogCAP III contract. We have been in the process of closing out the LogCAP III contract since 2011, and we expect the contract closeout process to continue for at least another year. As a result of our work under LogCAP III, there are claims and disputes pending between us and the U.S. government that need to be resolved in order to close the contract. The contract closeout process includes resolving objections raised by the U.S. government through a billing dispute process referred to as Form 1s and MFRs. We continue to work with the U.S. government to resolve these issues and are engaged in efforts to reach mutually acceptable resolutions of these outstanding matters. We also have matters related to ongoing litigation or investigations involving U.S. government contracts. We anticipate billing additional labor, vendor resolution and litigation costs as we resolve the open matters in the future.

Investigations, Qui Tams and Litigation

The following matters relate to ongoing litigation or federal investigations involving U.S. government contracts. Several of these matters involve allegations of violations of the FCA, which prohibits in general terms fraudulent billings to the U.S. government. Suits brought by private individuals are called "qui tams." In the event we prevail in defending these allegations, a majority of our defense costs will be billable under the LogCAP III contract. All costs billed under LogCAP III are subject to audit by the DCAA for reasonableness.

First Kuwaiti Trading Company arbitration. In April 2008, FKTC, one of our LogCAP III subcontractors providing housing containers, filed for arbitration with the American Arbitration Association several claims under various LogCAP III subcontracts. After a series of arbitration proceedings and related litigation between KBR and the U.S. government, the panel heard the final claims this year and we received an award on July 27, 2022. FKTC filed a motion for correction of the award asking the tribunal to change its findings. The tribunal denied FKTC's motion in an order issued on October 20, 2022. It is possible that FKTC will seek further modifications or otherwise challenge the award. In addition, in March 2022, FKTC filed a new civil action in Kuwait civil court against KBR seeking $100 million in damages. This action is duplicative of the claims decided in arbitration. In September 2022, we filed a motion to dismiss for lack of jurisdiction due to the arbitration agreement between KBR and FKTC. As such, as of September 30, 2022, we continue to maintain a reserve in our financial statements that was previously accrued to cover the potential liabilities.

Howard qui tam. In March 2011, Geoffrey Howard and Zella Hemphill filed a complaint in the U.S. District Court for the Central District of Illinois alleging that KBR mischarged the government $628 million for unnecessary materials and equipment. In October 2014, the DOJ declined to intervene and the case was partially unsealed. Depositions of some DCMA and KBR personnel have taken place. KBR and the relators filed various motions including a motion to dismiss by KBR.

Although KBR's motion to dismiss was not granted it remains an option on appeal. Fact discovery and expert reports have been completed. We have filed a motion for summary judgment and motion to exclude relators' experts and expect briefings will be finalized in November 2022. We believe the allegations of fraud by the relators are without merit. Based on our assessment of existing law and precedent, the opinions or views of legal counsel and the facts available to us as of September 30, 2022, we are not able to estimate a reasonably possible loss and accordingly, no amounts have been accrued.

DOJ False Claims Act complaint - Iraq Subcontractor. In January 2014, the DOJ filed a complaint in the U.S. District Court for the Central District of Illinois against KBR and two former KBR subcontractors, including FKTC, alleging that three former KBR employees were offered and accepted kickbacks from these subcontractors in exchange for favorable treatment in the award and performance of subcontracts to be awarded during the course of KBR's performance of the LogCAP III contract in Iraq. The complaint alleges that as a result of the kickbacks, KBR submitted invoices with inflated or unjustified subcontract prices, resulting in alleged violations of the FCA and the Anti-Kickback Act. The DOJ's investigation dates back to 2004. We self-reported most of the violations and tendered credits to the U.S. government as appropriate. In May 2022, the parties reached a settlement and a settlement agreement has been signed. We made the settlement payment of $12 million to the U.S. government in the second quarter of 2022 which was previously fully accrued for in our financial statements. KBR agreed to resolve this case but, as reflected in the settlement, KBR does not admit it has violated any laws, including the False Claims Act, the Anti-Kickback Act or any of the rules and regulations for government contracting.

Note ~~12.~~14. Claims and Accounts Receivable

Our claims and accounts receivable balance not expected to be collected within the next 12 months was $29 million and $30 million as of September 30, ~~2021,~~2022, and December 31, ~~2020.~~2021, respectively. Claims and accounts receivable primarily reflect claims filed with the U.S. government related to payments not yet received for ~~costs incurred under~~ various U.S. government ~~cost reimbursable~~cost-reimbursable contracts within our GS business segment. These claims relate to disputed costs or contracts where our costs have exceeded the U.S. government's funded value on the task order and included in the amount is $1 million as of September 30, 2021, and December 31, 2020. The amount also includes $29 million as of September 30, 2021 and December 31, 2020, related to contracts wherefor which our reimbursable costs have exceeded the U.S. government's funded values on the underlying task orders or task orders where the U.S. government has not authorized us to bill. We believe the remaining disputed costs will be resolved in our favor, at which time the U.S. government will be required to obligate funds from appropriations for the year in which resolution occurs.

~~Note 13. U.S. Government Matters~~

We provide services to various U.S. governmental agencies, including the U.S. DoD, NASA, and the Department of State. We may have disagreements or experience performance issues on our U.S. government contracts. When performance issues arise under any of these contracts, the U.S. government retains the right to pursue various remedies, including challenges to expenditures, suspension of payments, fines and suspensions or debarment from future business with the U.S. government. The negotiation, administration and settlement of our contracts are subject to audit by the DCAA. The DCAA serves in an advisory role to the DCMA, which is responsible for the administration of the majority of our contracts. The scope of these audits includes, among other things, the validity of direct and indirect incurred costs, provisional approval of annual billing rates, approval of annual overhead rates, compliance with the FAR and CAS, compliance with certain unique contract clauses and audits of certain aspects of our internal control systems. Based on the information received to date, we do not believe any completed or ongoing government audits will have a material adverse impact on our results of operations, financial position or cash flows.

~~Legacy U.S. Government Matters~~

matters, we have filed claims with the ASBCA or the COFC. We also have matters related to ongoing litigation or investigations involving U.S. government contracts. We anticipate billing additional labor, vendor resolution and litigation costs as we resolve the open matters in the future.

The Company established a reserve for unallowable costs associated with open government matters related to the heritage KBR U.S. Government Services business in the amounts of $33 million as of September 30, 2021, and December 31, 2020, and are recorded in “Other liabilities.”

~~Investigations, Qui Tams and Litigation~~

The following matters relate to ongoing litigation or federal investigations involving U.S. government contracts. Many of these matters involve allegations of violations of the FCA, which prohibits in general terms fraudulent billings to the U.S. government. Suits brought by private individuals are called "qui tams." In the event we prevail in defending these allegations, a majority of our defense costs will be billable under the LogCAP III contract. All costs billed under LogCAP III are subject to audit by the DCAA for reasonableness.

~~First Kuwaiti Trading Company arbitration.~~ In April 2008, FKTC, one of our LogCAP III subcontractors providing housing containers, filed for arbitration with the American Arbitration Association all its claims under various LogCAP III subcontracts. After complete hearings on all claims, the arbitration panel awarded FKTC $17 million plus interest for claims involving damages on lost or unreturned vehicles. In addition, we determined that we owe FKTC $32 million in connection with other subcontracts provided we are reimbursed for these same costs by the U.S. government. We lost our claims against the government as referenced below and have exercised our offset or clawback rights as against FKTC in the arbitration. FKTC does not agree with our right of offset and a final hearing will be needed to resolve this issue and our other counterclaims against FKTC. A hearing has been set for January 2022. Management accrued an amount that it feels is adequate to cover either liability as determined by the panel or a negotiated settlement with FKTC on this matter.

~~Howard qui tam.~~ In March 2011, Geoffrey Howard and Zella Hemphill filed a complaint in the U.S. District Court for the Central District of Illinois alleging that KBR mischarged the government $628 million for unnecessary materials and equipment. In October 2014, the DOJ declined to intervene and the case was partially unsealed. Depositions of some DCMA and KBR personnel have taken place and more which were expected to occur in early 2020 were postponed due to COVID-19 but resumed in 2021. KBR and the relators filed various motions including a motion to dismiss by KBR. Although KBR's motion to dismiss was not granted, it remains an option on appeal. The deadline for all fact discovery and depositions has been extended due to COVID-19 travel restrictions and related delays and discovery continues. We believe the allegations of fraud by the relators are without merit and, as of September 30, 2021, no amounts have been accrued.

~~DOJ False Claims Act complaint - Iraq Subcontractor.~~ In January 2014, the DOJ filed a complaint in the U.S. District Court for the Central District of Illinois against KBR and 2 former KBR subcontractors, including FKTC, alleging that 3 former KBR employees were offered and accepted kickbacks from these subcontractors in exchange for favorable treatment in the award and performance of subcontracts to be awarded during the course of KBR's performance of the LogCAP III contract in Iraq. The complaint alleges that as a result of the kickbacks, KBR submitted invoices with inflated or unjustified subcontract prices, resulting in alleged violations of the FCA and the Anti-Kickback Act. The DOJ's investigation dates back to 2004. We self-reported most of the violations and tendered credits to the U.S. government as appropriate. On May 22, 2014, FKTC filed a motion to dismiss, which the U.S. government opposed. Following the submission of our answer in April 2014, the U.S. government was granted a Motion to Strike certain affirmative defenses in March 2015. We do not believe this limits KBR's ability to fully defend all allegations in this matter.

Discovery for this complaint is now mostly complete. On March 30, 2020, the Court granted KBR’s motion to transfer the case to the Southern District of Texas and the court allowed one additional deposition to take place. KBR and the U.S. government have filed various dispositive motions which remained under consideration by the Court for an extended period. In March 2021, while granting some of KBR’s motions for summary judgment, the court also concluded that we breached the FCA as a matter of law as to several subcontracts. We filed for two motions for reconsideration, one addressing the ruling on KBR’s motion for summary judgment and one addressing the U.S. government’s motion. A preliminary meeting was held and the Court issued a ruling on both motions, granting in part and denying in part on both motions. The Court also set a trial date for February 2022 and told the parties that no further motions would be considered. Despite that ruling, the U.S. government filed a Motion of Clarification which is now pending. As of September 30, 2021, we have accrued our best estimate of probable loss related to an unfavorable settlement of this matter in "Other liabilities" on our condensed consolidated balance sheets.

~~Other matters~~

~~KBR Contract Claim on FKTC containers.~~ KBR previously filed a claim before the ASBCA to recover the costs paid to FKTC to settle its requests for equitable adjustment. The DCMA had disallowed the majority of those costs. Those contract claims were stayed in 2013 at the request of the DOJ so that they could pursue the FCA case referenced above. Those claims were reinstated in 2016. We tried our contract appeal in September 2017. In November 2018, we received an unfavorable ruling from the ASBCA disallowing all of our costs paid to FKTC. KBR's motion for reconsideration by a senior panel of judges at the ASBCA was denied. KBR filed its brief on appeal in September 2019. Oral arguments occurred in May 2020 and a decision was issued on September 1, 2020. Although the court agreed with KBR that the wrong legal standard was applied by the trial court, the appellate court made its own fact findings on damages based on an incomplete record and denied KBR any recovery. KBR filed a motion for rehearing which was denied and therefore the dispute with the U.S. government has concluded. As of September 30, 2021, we believe our recorded accruals are adequate.

~~Note 14. Other Commitments and Contingencies~~

~~Chadian Employee Class Action.~~ In May 2018, former employees of our former Chadian subsidiary, Subsahara Services, Inc. ("SSI"), filed a class action suit claiming unpaid damages arising from the ESSO Chad Development Project for Exxon Mobil Corporation ("Exxon") dating back to the early 2000s. Exxon is also named as a defendant in the case. The SSI employees previously filed 2 class action cases in or around 2005 and 2006 for alleged unpaid overtime and bonuses. The Chadian Labour Court ruled in favor of the SSI employees for unpaid overtime resulting in a settlement of approximately $25 million which was reimbursed by Exxon under its contract with SSI. The second case for alleged unpaid bonuses was ultimately dismissed by the Supreme Court of Chad.

The current case claims $122 million in unpaid bonuses characterized as damages rather than employee bonuses to avoid the previous Chadian Supreme Court dismissal and a 5-year statute of limitations on wage-related claims. SSI’s initial defense was filed and a hearing was held in December 2018. A merits hearing was held in February 2019. In March 2019, the Labour Court issued a decision awarding the plaintiffs approximately $34 million including a $2 million provisional award. Exxon and SSI have appealed the award and requested suspension of the provisional award which was approved on April 2, 2019. Exxon and SSI filed a submission to the Court of Appeal on June 21, 2019, and filed briefs at a hearing on February 28, 2020. The plaintiffs failed to file a response on March 13, 2020, and a hearing was scheduled for April 17, 2020. The hearing was postponed due to COVID-19 but took place on September 18, 2020. On October 9, 2020, the appellate court of Moundou awarded the plaintiffs approximately $19 million. SSI filed an appeal of this decision to the Chadian Supreme Court on December 28, 2020. SSI’s request for suspension on the enforceability of the award from the Chadian Supreme Court was granted on January 4, 2021, and therefore there is no current risk of enforcement of the judgment.

At this time, we do not believe a risk of material loss is probable related to this matter. SSI is no longer an existing entity in Chad or the United States. Further, we believe any amounts ultimately paid to the former employees related to this adverse ruling would be reimbursable by Exxon based on the applicable contract.

~~North West Rail Link Project.~~ We participate in an unincorporated joint venture with two partners to provide engineering and design services in relation to the operations, trains and systems of a metro rail project in Sydney, Australia. The project commenced in 2014 and during its execution encountered delays and disputes resulting in claims and breach notices submitted to the joint venture by the client. Since November 2018, the client has submitted multiple claims alleging breach of contract and breach of duty by the joint venture in its execution of the services, claiming losses and damages of up to approximately $300 million Australian dollars. We currently believe the gross amount of the claims significantly exceeds the client’s entitlement as well as the joint venture’s limits of liability under the contract and that the claims will be covered by project-specific professional indemnity insurance subject to deductibles.

In August 2019, the client advised that it had filed legal proceedings in the Supreme Court of New South Wales to preserve its position with regards to statute of limitations. The joint venture was served a notice of proceedings in November 2019 and an initial hearing was expected to occur in April 2020 but was postponed. The client submitted an amended statement on May 28, 2020 claiming damages of $301 million Australian dollars but did not provide any detail to support that sum. KBR has a 33% participation interest in the joint venture and the partners have joint and several liability with respect to all obligations under the contract. As of September 30, 2021, we have reserved an amount that is immaterial for this matter. However, it is reasonably possible that we may ultimately be required to pay material amounts in excess of reserves. At this time, fact discovery and expert review are still ongoing. Additionally, we have not received substantiation of the client’s alleged damages and therefore, a more precise estimate cannot be made at this time. The joint venture, joint venture insurers, and client continue to be engaged in discussions concerning potential resolution of the claims.

Note 15. Accumulated Other Comprehensive Loss

Changes in AOCL, net of tax, by component


Dollars in millions	Dollars in millions	Accumulated foreign currency translation adjustments		Accumulated pension liability adjustments		Changes in fair value of derivatives		Total		Dollars in millions	Accumulated foreign currency translation adjustments		Accumulated pension liability adjustments		Changes in fair value of derivatives		Total
Balance at December 31, 2020		$	(291)	$	(764)	$	(28)	$	(1,083)
Balance at December 31, 2021										Balance at December 31, 2021	$	(296)	$	(581)	$	(4)	$	(881)
Other comprehensive income adjustments before reclassifications	Other comprehensive income adjustments before reclassifications	(6)		—		9		3		Other comprehensive income adjustments before reclassifications	(120)		—		39		(81)
Amounts reclassified from AOCL	Amounts reclassified from AOCL	2		20		9		31		Amounts reclassified from AOCL	7		15		6		28
Net other comprehensive income (loss)	Net other comprehensive income (loss)	(4)		20		18		34		Net other comprehensive income (loss)	(113)		15		45		(53)
Balance at September 30, 2021		$	(295)	$	(744)	$	(10)	$	(1,049)
Balance at September 30, 2022										Balance at September 30, 2022	$	(409)	$	(566)	$	41	$	(934)


Dollars in millions	Dollars in millions	Accumulated foreign currency translation adjustments		Accumulated pension liability adjustments		Changes in fair value of derivatives		Total		Dollars in millions	Accumulated foreign currency translation adjustments		Accumulated pension liability adjustments		Changes in fair value of derivatives		Total
Balance at December 31, 2019		$	(315)	$	(654)	$	(18)	$	(987)
Balance at December 31, 2020										Balance at December 31, 2020	$	(291)	$	(764)	$	(28)	$	(1,083)
Other comprehensive income adjustments before reclassifications	Other comprehensive income adjustments before reclassifications	(15)		—		(20)		(35)		Other comprehensive income adjustments before reclassifications	(6)		—		9		3
Amounts reclassified from AOCL	Amounts reclassified from AOCL	(12)		15		5		8		Amounts reclassified from AOCL	2		20		9		31
Net other comprehensive income (loss)	Net other comprehensive income (loss)	(27)		15		(15)		(27)		Net other comprehensive income (loss)	(4)		20		18		34
Balance at September 30, 2020		$	(342)	$	(639)	$	(33)	$	(1,014)
Balance at September 30, 2021										Balance at September 30, 2021	$	(295)	$	(744)	$	(10)	$	(1,049)

Reclassifications out of AOCL, net of tax, by component


		Nine Months Ended September 30,						Nine Months Ended September 30,
Dollars in millions	Dollars in millions	2021		2020		Affected line item on the Condensed Consolidated Statements of Operations	Dollars in millions	2022		2021		Affected line item on the Condensed Consolidated Statements of Operations
Accumulated foreign currency adjustments	Accumulated foreign currency adjustments						Accumulated foreign currency adjustments
Reclassification of foreign currency adjustments	Reclassification of foreign currency adjustments	$	(2)	$	12	Gain on disposition of assets and investments and Net income (loss) attributable to noncontrolling interests	Reclassification of foreign currency adjustments	$	(7)	$	(2)	Net income attributable to noncontrolling interests and Gain on disposition of assets and investments
Tax benefit	Tax benefit	—		—		Provision for income taxes	Tax benefit	—		—		Provision for income taxes
Net accumulated foreign currency	Net accumulated foreign currency	$	(2)	$	12	Net of tax	Net accumulated foreign currency	$	(7)	$	(2)	Net of tax

Accumulated pension liability adjustments	Accumulated pension liability adjustments						Accumulated pension liability adjustments
Amortization of actuarial loss (a)	Amortization of actuarial loss (a)	$	(25)	$	(18)	See (a) below	Amortization of actuarial loss (a)	$	(18)	$	(25)	See (a) below
Tax benefit	Tax benefit	5		3		Provision for income taxes	Tax benefit	3		5		Provision for income taxes
Net pension and post-retirement benefits	Net pension and post-retirement benefits	$	(20)	$	(15)	Net of tax	Net pension and post-retirement benefits	$	(15)	$	(20)	Net of tax

Changes in fair value for derivatives	Changes in fair value for derivatives						Changes in fair value for derivatives
Foreign currency hedge and interest rate swap settlements	Foreign currency hedge and interest rate swap settlements	$	(12)	$	(6)	Other non-operating income (loss)	Foreign currency hedge and interest rate swap settlements	$	(7)	$	(12)	Other non-operating expense
Tax benefit	Tax benefit	3		1		Provision for income taxes	Tax benefit	1		3		Provision for income taxes
Net changes in fair value of derivatives	Net changes in fair value of derivatives	$	(9)	$	(5)	Net of tax	Net changes in fair value of derivatives	$	(6)	$	(9)	Net of tax

(a)This item is included in the computation of net periodic pension cost. See Note 9 "Retirement Benefits" to our condensed consolidated financial statements for further discussion.

3432

Note 16. Share Repurchases

Authorized Share Repurchase Program

On February 25, 2014, the Board of Directors authorized a plan to repurchase up to $350 million of our outstanding shares of common stock, which replaced and terminated the August 26, 2011 share repurchase program. As of December 31, 2019, $160 million remained available under this authorization. On February 19, 2020, the Board of Directors authorized an increase of approximately $190 million to our share repurchase program, returning the authorization level to $350 million. As of September 30, ~~2021, $250~~2022, $110 million ~~remains~~remained available for repurchase under this authorization. The authorization does not obligate the Company to acquire any particular number of shares of common stock and may be commenced, suspended or discontinued without prior notice. The share repurchases are intended to be funded through the Company's current and future cash flows and the authorization does not have an expiration date.

On October 18, 2022, the Board of Directors authorized an increase to our share repurchase program, increasing the authorization level to $500 million.

Withheld to Cover Program

We have in place a "withheld to cover" program, which allows us to withhold common shares from employees in connection with the settlement of income tax and related benefit withholding obligations arising from the issuance of share-based equity awards under the KBR, Inc. 2006 Stock and Incentive Plan.

The table below presents information on our share repurchases activity under these programs:


		Three Months Ended					Nine Months Ended						Three Months Ended					Nine Months Ended
		September 30, 2021					September 30, 2021						September 30, 2022					September 30, 2022
		Number of Shares	Average Price per Share		Dollars in Millions		Number of Shares	Average Price per Share		Dollars in Millions			Number of Shares	Average Price per Share		Dollars in Millions		Number of Shares	Average Price per Share		Dollars in Millions
Repurchases under the $350 million authorized share repurchase program	Repurchases under the $350 million authorized share repurchase program	647,173	$	38.61	$	25	1,328,457	$	39.78	$	53	Repurchases under the $350 million authorized share repurchase program	1,053,840	$	47.43	$	50	2,396,505	$	47.97	$	115

Withheld to cover shares	Withheld to cover shares	3,448	$	38.47	—		144,697	$	32.06	$	4	Withheld to cover shares	2,300	$	49.11	—		184,823	$	48.49	$	9
Total	Total	650,621	$	38.61	$	25	1,473,154	$	39.02	$	57	Total	1,056,140	$	47.43	$	50	2,581,328	$	48.01	$	124

		Three Months Ended					Nine Months Ended						Three Months Ended					Nine Months Ended
		September 30, 2020					September 30, 2020						September 30, 2021					September 30, 2021
		Number of Shares	Average Price per Share		Dollars in Millions		Number of Shares	Average Price per Share		Dollars in Millions			Number of Shares	Average Price per Share		Dollars in Millions		Number of Shares	Average Price per Share		Dollars in Millions
Repurchases under the $350 million authorized share repurchase program	Repurchases under the $350 million authorized share repurchase program	—	$	—	$	—	—	$	—	$	—	Repurchases under the $350 million authorized share repurchase program	647,173	$	38.61	$	25	1,328,457	$	39.78	$	53

Withheld to cover shares	Withheld to cover shares	4,914	$	23.06	—		165,046	$	25.66	$	4	Withheld to cover shares	3,448	$	38.47	—		144,697	$	32.06	$	4
Total	Total	4,914	$	23.06	$	—	165,046	$	25.66	$	4	Total	650,621	$	38.61	$	25	1,473,154	$	39.02	$	57

Note 17. Income (loss) per Share

Basic income (loss) per share is based upon the weighted average number of common shares outstanding during the period. Dilutive income (loss) per share includes additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if-converted method for Convertible Debt and the treasury stock ~~method.~~method for all other instruments.

A ~~reconciliation~~summary of ~~the number of shares used for~~ the basic and diluted net income (loss) per share calculations is as follows:


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended September 30,				Nine Months Ended September 30,
Shares in millions	Shares in millions	2021	2020	2021	2020	Shares in millions	2022		2021 (1)		2022		2021 (1)
Net income (loss) attributable to KBR:						Net income (loss) attributable to KBR:
Net Income (loss) attributable to KBR						Net Income (loss) attributable to KBR	$	74	$	57	$	97	$	(43)
Less earnings allocable to participating securities						Less earnings allocable to participating securities	$	—	$	—	$	(1)	$	—
Basic net income (loss) attributable to KBR						Basic net income (loss) attributable to KBR	$	74	$	57	$	96	$	(43)
Reversal of Convertible Debt interest expense						Reversal of Convertible Debt interest expense	2		2		$	5	—
Diluted net income (loss) attributable to KBR (a)						Diluted net income (loss) attributable to KBR (a)	$	76	$	59	$	101	$	(43)

Weighted average common shares outstanding:						Weighted average common shares outstanding:
Basic weighted average common shares outstanding	Basic weighted average common shares outstanding	140	142	141	142	Basic weighted average common shares outstanding	139		140		139		141
Stock options, restricted shares, and convertible debt (a)		5	—	—	—
Diluted weighted average common shares outstanding (b)		145	142	141	142
Convertible debt						Convertible debt	14		14		14		—
Warrants						Warrants	3		—		3		—

Diluted weighted average common shares outstanding (a)						Diluted weighted average common shares outstanding (a)	156		154		156		141

Net income (loss) attributable to KBR per share:						Net income (loss) attributable to KBR per share:
Basic						Basic	$0.53		$0.41		$0.69		$(0.30)
Diluted (a)						Diluted (a)	$0.49		$0.38		$0.65		$(0.30)

(1) As adjusted for the adoption of ASU 2020-06 using the full retrospective method.

(a)~~For the three months ended September 30, 2021, there was a diluted impact related to our convertible debt.~~

~~(b)~~In periods for which we report a net loss attributable to KBR, basic net loss per share and diluted net loss per share are identical as the effect of all potential common shares is anti-dilutive and therefore excluded.

~~For purposes~~Upon our full retrospective adoption of ~~applying~~ASU 2020-06 on January 1, 2022, we are required to apply the ~~two-class~~if-converted method ~~in computing income (loss) per share, there were $0.3 million net earnings allocated~~ to participating securities, or a negligible amount per share, for the three months ended September 30, 2021 and 2020. There were no net earnings allocated to participating securities for the nine months ended September 30, 2021 and 2020. The diluted income per share calculation did not include antidilutive weighted average shares for three months ended September 30, 2021, and did not include 0.1 million antidilutive weighted average shares for the nine months ended September 30, 2021. Theour Convertible Debt when calculating diluted income (loss) per ~~share calculation did not include 1.2 million antidilutive weighted average shares~~share. Under the if-converted method, the principal amount and any conversion spread of the Convertible Debt, to the extent dilutive, are assumed to be converted into common stock at the beginning of the period and net income (loss) attributable to KBR is adjusted to reverse the effect of any interest expense associated with the Convertible Debt. Additionally, for the three and nine months ended September 30, ~~2020.~~2022, the Warrant Transactions (as defined in Note 10, "Debt and Other Credit Facilities", to our condensed consolidated financial statements) impacted the calculation of diluted income (loss) per share as the average price of our common stock in both periods exceeded the adjusted strike price of $39.67. For the three and nine months ended September 30, 2021, the Warrant Transactions did not impact diluted net income (loss) per share as the average price of our common stock in both periods did not exceed the adjusted strike price of $39.79.

For the three and nine months ended September 30, 2022, the diluted income (loss) per share calculation excluded the following weighted-average potential common shares because their inclusion would have been anti-dilutive: 11.2 million related to the Warrant Transactions and 0.5 million related to our stock options and restricted stock awards. For the three months ended September 30, 2021, the diluted income (loss) per share calculation excluded the following weighted-average potential common shares because their inclusion would have been anti-dilutive: $13.8 million related to the Warrant Transactions and $0.5 million related to our stock options and restricted stock awards. For the nine months ended September 30, 2021, the diluted income (loss) per share calculation excluded the following weighted-average potential common shares because their inclusion would have been anti-dilutive: 13.8 million related to the Convertible Debt, $13.8 million related to the Warrant Transactions and $1.1 million related to our stock options and restricted stock awards.

Note 18. Fair Value of Financial Instruments and Risk Management

Fair value measurements. The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The carrying amount of cash and cash equivalents, accounts receivable and accounts payable, as reflected in the condensed consolidated balance sheets, approximates fair value due to the short-term maturities of these financial instruments. The carrying values and estimated fair values of our financial instruments that are not required to be recorded at fair value in our condensed consolidated balance sheets are provided in the following table.

September 30, 2021 December 31, 2020
Dollars in millions Carrying Value Fair Value Carrying Value Fair Value
Liabilities (including current maturities):
Term Loan A Level 2 $ 274 $ 274 $ 285 $ 285
Term Loan B Level 2 512 513 516 517
Convertible Notes Level 2 350 564 350 480
Senior Notes Level 2 250 256 250 262
Senior Credit Facility Level 2 ` 260 260 260 260
Nonrecourse project debt Level 2 2 2 7 7


			September 30, 2022				December 31, 2021
Dollars in millions			Carrying Value		Fair Value		Carrying Value		Fair Value




Liabilities (including current maturities):
Term Loan A	Level 2		$	390	$	390	$	441	$	441
Term Loan B	Level 2		507		505		511		514
Convertible Notes	Level 2		350		598		350		669
Senior Notes	Level 2		250		216		250		256
Senior Credit Facility	Level 2	`	260		260		364		364
Nonrecourse project debt	Level 2		1		1		2		2

See Note 10 "Debt and Other Credit Facilities" for further discussion of our term loans, convertibles notes and nonrecourse project debt.

The following disclosures for foreign currency risk and interest rate risk includes the fair value hierarchy levels for our assets and liabilities that are measured at fair value on a recurring basis.

Foreign currency risk. We conduct business globally in numerous currencies and are therefore exposed to foreign currency fluctuations. We may use derivative instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. We do not use derivative instruments for speculative trading purposes. We generally utilize foreign exchange forwards and currency option contracts to hedge exposures associated with forecasted future cash flows and to hedge exposures present on our balance sheet.

As of September 30, ~~2021,~~2022, the gross notional value of our foreign currency exchange forwards and option contracts used to hedge balance sheet exposures was ~~$76~~$46 million, all of which had durations of 1517 days or less. We also had approximately $6 million (gross notional value) of cash flow hedges which had durations of 20 months or less. The cash flow hedges are primarily related to the British Pound.

The fair value of our balance sheet and cash flow hedges are included in ~~"Other~~other current ~~assets"~~assets and ~~"Other~~other current ~~liabilities"~~liabilities on our condensed consolidated balance sheets ~~was immaterial~~ at September 30, ~~2021,~~2022, and December 31, ~~2020.~~2021. The fair values of these derivatives are considered Level 2 under ASC 820, Fair Value Measurement, as they are based on quoted prices directly observable in active markets.

The following table summarizes the recognized changes in fair value of our balance sheet hedges offset by remeasurement of balance sheet positions. These amounts are recognized in our condensed consolidated statements of operations for the periods presented. The net of our changes in fair value of hedges and the remeasurement of our assets and liabilities is included in ~~"Other~~other non-operating income (expense)" on our condensed consolidated statements of operations.


		Three Months Ended				Nine Months Ended					Three Months Ended				Nine Months Ended
		September 30,				September 30,					September 30,				September 30,
Gains (losses) dollars in millions		2021		2020		2021		2020
Dollars in millions										Dollars in millions	2022		2021		2022		2021
Balance Sheet Hedges - Fair Value	Balance Sheet Hedges - Fair Value	$	1	$	(2)	$	—	$	(2)	Balance Sheet Hedges - Fair Value	$	(1)	$	1	$	4	$	—
Balance Sheet Position - Remeasurement	Balance Sheet Position - Remeasurement	(1)		(2)		(6)		4		Balance Sheet Position - Remeasurement	(2)		(1)		(3)		(6)
Net		$	—	$	(4)	$	(6)	$	2
Net gain (loss)										Net gain (loss)	$	(3)	$	—	$	1	$	(6)

Interest rate risk. We use interest rate swaps to reduce interest rate risk and to manage net interest expense by converting our ~~LIBOR-rate~~LIBOR based loans into fixed-rate loans. In October 2018, we entered into interest rate swap agreements with a notional value of $500 million, which ~~are~~were effective beginning October 2018 ~~and mature~~to maturity in September 2022. Under the October 2018 swap agreements, we ~~receive a~~received one-month LIBOR ~~rate~~ and ~~pay~~paid a monthly fixed rate of 3.055% for the term of the swaps. In March 2020, we entered into additional swap agreements with a notional value of $400 million, which are effective beginning October 2022 and mature in January 2027. Under the March 2020 swap agreements, we will receive a one-month LIBOR ~~rate~~ and pay a monthly fixed rate of 0.965% for the term of the swaps. In late September 2022 and early October 2022, we entered into additional interest rate swap agreements with an initial notional value of $250 million from the effective date of October 2022 to October 2023. Effective November 2023, the notional value will increase to $350 million through maturity in January 2027. We will receive one-month LIBOR and pay a monthly fixed rate of 3.507% for the term of the swaps.

Our interest rate swaps are reported at fair value using Level 2 inputs. The fair value of the interest rate swaps at September 30, ~~2021,~~2022 was a ~~$11~~$51 million net ~~liability,~~asset, of which ~~$15~~$35 million is included in ~~"Other current liabilities," none is included in "Other liabilities,"~~other assets and $4$16 million is included in ~~"Other~~other current assets." The unrealized net ~~losses~~gain on these interest rate swaps was ~~$11~~$51 million and is included in ~~"AOCL"~~AOCL as of September 30, ~~2021.~~2022. The fair value of the interest rate swaps at December 31, ~~2020,~~2021, was a ~~$33~~$3 million net liability, of which ~~$15~~$10 million is included in ~~"Other~~other current ~~liabilities"~~liabilities and ~~$18~~$7 million is included in ~~"Other liabilities."~~other assets. The unrealized net losses on these interest rate swaps was ~~$33~~$3 million and included in ~~"AOCL"~~AOCL as of December 31, ~~2020.~~2021.

Credit Losses. We are exposed to credit losses primarily related to our professional services, project delivery and technologies offered in our STS business segment. We do not consider our GS business segment to be at risk for credit losses because substantially all services within this segment are provided to agencies of the U.S., U.K. and Australian governments. We determined our allowance for credit losses by using a loss-rate methodology, in which we assessed our historical write-off of receivables against our total receivables and contract asset balances over several years. From this historical loss-rate approach, we also considered the current and forecasted economic conditions expected to be in place over the life of our receivables and contract assets.

We monitor our ongoing credit exposure through an active review of our customers’ receivables balance against contract terms and due dates. Our activities include timely performance of our accounts receivable reconciliations, assessment of our aging of receivables, dispute resolution and payment confirmation. We also monitor any change in our historical write-off of receivables utilized in our loss-rate methodology and assess for any forecasted change in market conditions to adjust our credit reserve.

At September 30, ~~2021,~~2022, our STS business segment that is subject to credit risk reported approximately ~~$321~~$326 million of financial assets consisting primarily of accounts receivable and contract assets, net of ~~allowances~~allowance for credit losses of ~~$13~~$8 million. ~~Although there continues to be an economic disruption resulting from the impact of COVID-19, changes in our credit loss reserve was not material for the nine months ended September 30, 2021.~~ Based on an aging analysis at September 30, ~~2021, 81%~~2022, 86% of our accounts receivable related to this segment ~~were~~was outstanding for less than 90 days.

3736

Sales of Receivables. From time to time, we sell certain receivables to unrelated third-party financial institutions under various accounts receivable monetization programs. One such program is with MUFG Bank, Ltd. (“MUFG”) under a Master Accounts Receivable Purchase Agreement (the “RPA”), which provides the sale to MUFG of certain of our designated eligible receivables, with a significant portion of such receivables being owed by the U.S. government. The receivables sold under the agreements do not allow for recourse for any credit risk related to our customers if such receivables are not collected by the third-party financial institutions. The Company accounts for these receivable transfers as a sale under ASC Topic 860, Transfers and Servicing, as the receivables have been legally isolated from the Company, the financial institution has the right to pledge or exchange the assets received and we do not maintain effective control over the transferred accounts receivable. Our only continuing involvement with the transferred financial assets is as the collection and servicing agent. As a result, the accounts receivable balance on the condensed consolidated balance sheets is presented net of the transferred amount. ~~The~~During the nine months ended September 30, 2022, the Company has derecognized ~~$1,609~~$2,236 million of accounts receivables from the balance sheet under these agreements, of which certain receivables totaling ~~$1,583~~$2,206 million were sold under the MUFG ~~RPA as of September 30, 2021.~~RPA. The fair value of the sold receivables approximated their book value due to their short-term nature. The fees incurred are presented in ~~“Other~~other non-operating income ~~(loss)”~~(expense) on the condensed consolidated statements of operations.

Activity for third-party financial institutions consisted of the following:


		Nine Months Ended		Nine Months Ended			Nine Months Ended		Nine Months Ended
Dollars in millions	Dollars in millions	September 30, 2021		September 30, 2020		Dollars in millions	September 30, 2022		September 30, 2021
Beginning balance	Beginning balance	$	112	—		Beginning balance	$	481	112
Sale of receivables	Sale of receivables	1,609		61		Sale of receivables	2,236		1,609
Settlement of receivables	Settlement of receivables	(1,600)		(37)		Settlement of receivables	(2,612)		(1,600)
Cash collected, not yet remitted	Cash collected, not yet remitted	(8)		—		Cash collected, not yet remitted	(4)		(8)
Outstanding balances sold to financial institutions	Outstanding balances sold to financial institutions	$	113	$	24	Outstanding balances sold to financial institutions	$	101	$	113

Cost Method Investments. Cost method investments are investments in equity securities of privately held companies without readily determinable fair values and are included in other assets on our condensed consolidated balance sheets. These investments are accounted for under the measurement alternative, provided that KBR does not have the ability to exercise significant influence or control over the investees. We measure the investments at cost, less any impairment, and adjust the carrying value to fair value resulting from observable transactions for identical or similar investments of the same issuer. If it is determined that impairment indicators exist and the carrying value is less than the fair value, we adjust the carrying value of the investment to its fair value and record the related impairment. The gains and losses on the investments are recognized in unrealized gain (loss) on cost method investment on our condensed consolidated statements of operations.

In June 2022, we entered into an agreement to invest an additional $100 million in Mura Technology ("Mura"). Funding is expected in two tranches with the first payment made in the quarter ended June 30, 2022. The remainder will take place in the second tranche in 2023, which will then bring KBR's aggregate investment in Mura to 18.5%.

During the quarter ended June 30, 2022, we recorded an unrealized gain of $16 million as a result of the observable transactions associated with KBR's additional investment and Mura stock purchases from other parties. No observable transactions entered during the three months ended September 30, 2022 required an adjustment to the carrying value of our investment, which was $77 million and $11 million at September 30, 2022 and December 31, 2021, respectively.

Note 19. Recent Accounting Pronouncements

New accounting pronouncements requiring implementation in future periods are discussed below.

In 2017, the United Kingdom's Financial Conduct Authority announced that after 2021 it would no longer compel banks to submit the rates required to calculate the London Interbank Offered Rate (LIBOR), which have been widely used as reference rates for various securities and financial contracts, including loans, debts and derivatives. This announcement indicates that the continuation of LIBOR on the current basis is not guaranteed after 2021. Subsequently in March 2021, the Financial Conduct Authority announced some USD LIBOR tenors (overnight, 1-month, 3-month, 6-month and 12-month) will continue to be published until June 30, 2023. Regulators in the U.S. and other jurisdictions have been working to replace these rates with alternative reference interest rates that are supported by transactions in liquid and observable markets, such as the Secured Overnight Financing Rate (SOFR) for USD LIBOR. Currently, our Senior Credit Facility and certain of our derivative instruments reference LIBOR base rates. Our Senior Credit Facility contains provisions to transition into alternative reference rates including calculations to be employed when LIBOR ceases to be available as a benchmark. We have adhered to the ISDA 2020 IBOR Fallbacks Protocol, which will govern our derivatives upon the ~~FASB issued~~final termination of USD LIBOR index benchmark. ASU ~~No.~~ 2020-04, Reference Rate Reform (Topic 848) -: Facilitation of the Effects of ~~the Interbank Offered~~Reference Rate ~~Transition~~Reform on Financial Reporting, ~~to provide optional relief~~as amended, helps limit the accounting impact from ~~applying generally accepted accounting principles to contracts,~~contract modifications, including hedging relationships, ~~and other transactions affected~~due to the transition from LIBOR to alternative reference rates that are completed by December 31, 2022. We do not expect a significant impact to our financial results, financial position or cash flows from the transition from LIBOR to alternative reference ~~rate reform.~~ rates, but we will continue to monitor the impact of this transition until it is completed.

In ~~addition, in January~~October 2021, the FASB issued ASU ~~No. 2021-01, Reference Rate Reform~~2021-08, Business Combinations (Topic ~~848) – Scope,~~805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to ~~clarify that certain optional expedients~~recognize and ~~exceptions~~measure contract assets and contract liabilities acquired in ~~Topic 848 for~~a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract ~~modifications~~assets and ~~hedge accounting apply to derivatives that are affected~~contract liabilities at amounts consistent with those recorded by the ~~discounting transition.~~acquiree immediately before the acquisition date rather than at fair value. The ~~guidance~~new standard is effective ~~upon issuance and generally can be applied through~~on a prospective basis for fiscal years beginning after December ~~31, 2022.~~15, 2022, with early adoption permitted. We are currently evaluating the future impact of adoption of this standard.

In ~~August 2020,~~September 2022, the FASB issued ASU ~~No. 2020-06, Debt-Debt Conversion~~2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period and other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Equity's Own Equity. This guidance simplifiespotential magnitude. The amendments require a buyer that uses supplier finance programs to make annual disclosures regarding the ~~accounting for convertible instruments by reducing~~program’s key terms, the ~~number~~balance sheet presentation of ~~accounting models available for convertible debt instruments. This guidance also eliminates~~related amounts, the ~~treasury stock method to calculate diluted earnings per share for certain convertible instruments and requires~~confirmed amount outstanding at the ~~use~~end of the ~~if-converted method. ASU 2020-06 is effective for us for annual reporting periods beginning after December 15, 2021,~~period and ~~for~~associated rollforward information. The confirmed amount outstanding at the end of the period must be disclosed in interim ~~periods within those annual periods, and can be applied utilizing either a modified or full retrospective transition method. We~~periods. The amendments are ~~currently evaluating the future impact of adoption of this standard.~~

In May 2021, the FASB issued ASU No. 2021-04. Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses measurement, treatment and recognition of a freestanding equity-classified written call option modification or exchange. ASU No. 2021-04 is effective for all entities for fiscal years beginning after December 15, ~~2021,~~2022 on a retrospective basis, including interim periods within those fiscal ~~years.~~years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted upon issuance of the update. We are currently evaluating the future impact ~~of adoption~~ of this standard.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The purpose of MD&A is to disclose material changes in our financial condition since the most recent fiscal year-end and results of operations during the current fiscal period as compared to the corresponding period of the preceding fiscal year. The MD&A should be read in conjunction with the condensed consolidated financial statements, accompanying notes and our ~~2020~~2021 Annual Report on Form 10-K.

Overview

KBR Inc., a Delaware corporation ("KBR"), delivers science, technology and engineering solutions to governments and companies around the ~~world.~~world. Drawing from its rich 100-year history and culture of innovation and mission focus, KBR creates sustainable value by combining deep domain expertise with its full life cycle capabilities to help clients meet their most pressing challenges. Our capabilities and offerings include the following:

•Scientific research such as quantum science and computing; health and human performance; materials science; life science research; and earth sciences;

•Defense systems engineering such as rapid prototyping; test and evaluation; aerospace acquisition support; systems and platform integration; and sustainment engineering;

•Operational support such as space domain awareness; ~~C4ISR;~~C5ISR; human spaceflight and satellite operations; integrated supply chain and logistics; and military aviation support;

•Information operations such as cyber analytics and cybersecurity; data analytics; mission planning systems; virtual/augmented reality and technical training; and artificial intelligence and machine learning; and

•~~Technology~~Sustainable decarbonization solutions that accelerate and enable energy transition and climate change solutions such as ~~licensing of~~ proprietary, sustainability-focused process ~~technology;~~licensing; advisory services focused on energy transition; high-end engineering, design and professional service offerings; and digitally-enabled asset optimization solutions.

KBR's strategic growth vectors include:

•Defense modernization;

•Space superiority;

•Health and human performance; and

•Sustainable technology.

Key customers include U.S. DoD agencies such as the U.S. Army, U.S. Navy and U.S. Air Force, Missile Defense Agency, National Geospatial-Intelligence Agency, National Reconnaissance Office and other intelligence agencies; U.S. civilian agencies such as NASA, U.S. Geological Survey and National Oceanic and Atmospheric Administration; the U.K. Ministry of Defence, London Metropolitan Police and other U.K. Crown Services; the Royal Australian Air Force, Navy and Army; other national governments; and a wide range of commercial and industrial companies.

Our deployment priorities are to fund organic growth, maintain responsible leverage, maintain an attractive dividend, make strategic, accretive acquisitions and repurchase shares. Our acquisition thesis is centered around moving upmarket, expanding capabilities and broadening customer sets across strategic growth vectors. KBR also develops and prioritizes investment in technologies that are disruptive, innovative and sustainability- and safety-focused. ~~These~~Our technologies and engineering solutions enable clients to achieve a cleaner, greener, more energy efficient global future.

On October ~~1, 2020,~~20, 2021, we acquired ~~Centauri,~~Frazer-Nash Consultancy Limited ("Frazer-Nash"), a leading provider of high-end systems engineering, assurance and ~~development solutions for critical, well-funded, national security missions associated with space, intelligence, cyber, and emerging technologies such as directed~~technology advisory services used to solve complex challenges. Frazer-Nash provides a broad range of professional advisory services across the defense, renewable energy and ~~missile defense.~~ critical infrastructure sectors primarily in the U.K. and Australia.

On August 2, 2022, we acquired VIMA Group, a U.K. based leading provider of digital transformation solutions to defense and other public sector clients. VIMA Group delivers solutions across a number of large-scale, high priority digital transformation programs to support its clients in ensuring availability of effective digital and information technology as guided by the U.K.'s Digital Strategy for Defence. The company is a trusted advisor and a top five supplier to Defence Digital and Navy Digital – both organizations within the UK Ministry of Defence with several highly strategic, fast-growing programs.

Additional information relating to the ~~Centauri acquisition~~Frazer-Nash and VIMA Group acquisitions is described in Note 4 to our condensed consolidated financial statements.

Business Environment and Trends

Government Outlook

On March 28, 2022, President Biden provided his proposed fiscal 2023 budget recommendation of $1.6 trillion, which included $813 billion in defense spending, of which $773 billion is for the DoD, and $785 billion for non-defense discretionary spending which represents an increase from the fiscal 2022 budget of 4% and 8%, respectively. The ~~proposed~~ U.S. defense spending budget prioritizes and furthers a national security strategy to confront near peer threats around the world, enhances the DoD’s cybersecurity strategy and cyber warfare capabilities, increases the priority of military space superiority, directs innovation to meet long-range emerging threats, ~~and~~ continues the restoration of military ~~readiness.~~readiness and increases support for the U.S. European Command. The ~~budgets~~budget includes ~~a number of~~several measures to strengthen emerging technologies including cyber-science and

technologies, artificial intelligence, directed energy, hypersonics and biotechnologies. The proposed National Defense Authorization Act for fiscal year 2022 reflects a 5% increase in defense spending over last year's enacted budget and represents an increase from the president's requested amount. The fiscal 2022 non-defense discretionary spending proposal includes ~~a 16%~~$26 billion, or an 8% increase ~~in funding, including a 6.5% increase~~from the fiscal 2022 budget, in funding for NASA to support the continuation of scientific research, exploration and ~~exploration~~space technology, as well as increased funding across all agencies to ~~tackle~~address the climate ~~change.~~

~~In early 2021,~~crisis. However, as the U.S. ~~announced~~government has not yet enacted an annual budget for fiscal year 2023, these proposed amounts are subject to change. To avert a ~~full withdrawal of U.S. forces from Afghanistan. In connection with Operation Allies Welcome ("OAW"), KBR~~government shutdown, a continuing resolution funding measure has been ~~engaged by~~enacted to finance all U.S. government activities through December 16, 2022. Under the ~~U.S. DoD~~continuing resolution, partial-year funding at amounts consistent with appropriated levels for fiscal year 2022 are available, subject to ~~provide humanitarian support across numerous military bases~~certain restrictions, but new spending initiatives are not authorized. Importantly, we believe our key programs will continue to ~~those awaiting resettlement. Such support includes temporary housing, food service, medical care~~be supported and ~~other services.~~funded in the continuing resolution financing mechanism.

Internationally, our Government Solutions work is performed primarily for the U.K. Ministry of Defence and the Australian Department of Defence. ~~The~~In September 2022, the U.K. government ~~has committed a 14%~~announced its intent to increase in defense spending ~~over~~from approximately 2% to 3% of GDP by the ~~coming four years.~~end of 2030. Recognizing the importance of strong defense and the role the U.K. plays across the globe, the U.K. has prioritized investment in military research and investment in key areas to advance and develop capabilities around artificial intelligence, cyber security and space superiority. However, we are continuing to monitor the sustainability of this intention for the U.K. defense spending budget increase as U.K. budgets may change due to political turmoil and the negative economic impacts from the recent devaluation of the British Pound to the U.S. Dollar. The Australian government continues to invest in defense spending, with particular focus on enhancing regional security, modernizing defense capabilities, strengthening cyber defenses and promoting broader economic stability. In March 2022, the Australian government announced that Australia's defense spending for the 2022 - 2023 financial year will increase by 7.4% to AUD 48.6 billion.

In ~~August~~November 2021, we announced that ~~we entered into~~HomeSafe Alliance LLC (“HomeSafe”), a ~~definitive agreement~~KBR led joint venture with ~~Babcock International Group PLC,~~Tier One Relocation, was awarded the global household goods contract by U.S. Transportation Command. The contract ceiling value is $20 billion with a potential 9-year term, inclusive of all options periods. HomeSafe is expected to ~~acquire Frazer-Nash Consultancy Limited, a leading~~be the exclusive household goods move management service provider ~~of systems engineering, assurance~~for the U.S. Armed Forces, U.S. DoD civilians and ~~technology advisory services. Frazer-Nash delivers high-end systems engineering, systems assurance~~their families. Under this contract, HomeSafe plans to modernize and infuse technology to ~~solve complex challenges. They provide a broad range~~improve the domestic and international relocation experience for military personnel and their families. The award of ~~professional advisory services across~~this program is being protested by the ~~defense, energy~~non-prevailing parties at the Court of Federal Claims and ~~critical infrastructure sectors primarily in~~ the U.K. and Australia. With expertise in areas such as systems engineering, data science, cyber, and clean energy, Frazer-Nash compliments KBR's global priorities with minimal overlap because of its geographic footprint.transition has been placed on hold.

With defense and civil budgets driven in part by political instability, military conflicts, aging platforms and infrastructure

and the need for technology advances, we expect continued opportunities to provide solutions and technologies to mission critical work aligned with our customers’ and our nation’s critical priorities.

Sustainable Technology Outlook

Long-range commercial market fundamentals are supported by global population growth, expanding global ~~expansion of the middle class,~~development and an acceleration of demand for energy transition, ~~and~~ renewable energy sources ~~for which momentum continues to build.~~and climate change solutions. Clients continue to prioritize investment in digital solutions to optimize operations, increase end-product flexibility and energy efficiency, reduce unplanned downtime and ~~to reduce their~~minimize environmental footprint. As the global focus on energy security intensifies and companies continue to commit to near-term carbon neutrality and longer-range net-zero carbon emissions, we expect spending to continue in areas such as decarbonization; carbon capture, ~~sequestration~~utilization and ~~utilization;~~sequestration; biofuels; and circular economy. Further, leading companies across the world are proactively evaluating clean energy alternatives, including hydrogen and green ammonia which complements KBR's proprietary process ~~technology~~technologies, solutions and capabilities.

We expect climate change and energy transition to continue to be areas of priority and investment as many countries, including the U.S., look to boost their economies and invest in a cleaner future. Specifically, on August 16, 2022, the President signed the Inflation Reduction Act into law which includes provisions intended to, among other things, incentivize domestic clean energy, manufacturing and production.

In response to Russia's military invasion of Ukraine, we announced our intent to exit commercial projects in Russia in a responsible manner. We expect that the reconfiguration of global supply and demand stemming from expanding sanctions on Russia will result in near and mid-term investments to enable energy, chemical and food production security globally.

In June 2022, we announced that we entered into an agreement to invest an additional $100 million in Mura Technology ("Mura") that will bring KBR's aggregate investment in Mura to 18.5%. This investment provides Mura incremental capital to accelerate development of its plastics recycling projects and enables KBR to participate more fully in this sustainability-focused, high growth sector. Funding is expected in two tranches with the first payment made in the quarter ended June 30, 2022 and the remainder in 2023. With a strategic approach to commercializing and scaling its proprietary, differentiated plastics recycling solution, Mura is well positioned for profitable growth and value creation as the plastics circular economy develops and matures.

Additionally, in Q2 2022, KBR's joint venture with Zachry Group, KZJV, was issued a full notice to proceed with Phase 1 of Plaquemines LNG. KZJV, in which KBR holds a non-majority interest, will integrate highly modularized, owner-furnished equipment for the 13.3 million tonnes per annum (MTPA) nameplate facility. KBR will provide project management, engineering, program integration and interface management and commissioning support under an innovative commercial structure that promotes collaboration and enhances overall program performance.

Our Business

KBR's business is organized into two core and one non-core business segments as follows:

Core business segments

• Government Solutions

• Sustainable Technology Solutions

Non-core business segment

• Other

See additional information on our business segments ~~including detail with respect to changes to our reportable segments~~ in ~~Notes 1 and~~Note 2 to our condensed consolidated financial statements.

Results of Operations

Three months ended September 30, ~~2021~~2022 compared to the three months ended September 30, ~~2020~~2021

The information below is an analysis of our consolidated results for the three months ended September 30, ~~2021,~~2022, compared to the three months ended September 30, ~~2020.~~2021. See Results of Operations by Business Segment below for additional information describing the performance of each of our reportable segments.


Revenues		Three Months Ended September 30,
Consolidated Results										Consolidated Results	Three Months Ended September 30,
						2021 vs. 2020									2022 vs. 2021
Dollars in millions	Dollars in millions	2021		2020		$		%		Dollars in millions	2022		2021 (1)		$		%
Revenues	Revenues	$	1,843	$	1,379	$	464	34	%	Revenues	$	1,626	$	1,843	$	(217)	(12)	%
Cost of revenues										Cost of revenues	$	(1,401)	$	(1,650)	$	(249)	(15)	%
Gross profit										Gross profit	$	225	$	193	$	32	17	%
Equity in earnings (losses) of unconsolidated affiliates										Equity in earnings (losses) of unconsolidated affiliates	$	5	$	(1)	$	6	n/m
Selling, general and administrative expenses										Selling, general and administrative expenses	$	(103)	$	(91)	$	12	13	%
Acquisition and integration related costs										Acquisition and integration related costs	$	(1)	$	(3)	$	(2)	(67)	%
Gain on disposition of assets and investment										Gain on disposition of assets and investment	$	—	$	3	$	(3)	(100)	%

Other										Other	$	(1)	$	—	$	1	n/m
Operating income										Operating income	$	125	$	101	$	24	24	%
Interest expense										Interest expense	$	(23)	$	(20)	$	3	15	%

Other non-operating expense										Other non-operating expense	$	(2)	$	(1)	$	1	100	%
Income before provision for income taxes and noncontrolling interests										Income before provision for income taxes and noncontrolling interests	$	100	$	80	$	20	25	%
Provision for income taxes										Provision for income taxes	$	(27)	$	(20)	$	7	35	%
Net income										Net income	$	73	$	60	$	13	22	%
Net income (loss) attributable to noncontrolling interests										Net income (loss) attributable to noncontrolling interests	$	(1)	$	3	$	(4)	n/m
Net income attributable to KBR										Net income attributable to KBR	$	74	$	57	$	17	30	%

(1) As adjusted for the adoption of ASU 2020-06 using the full retrospective method.

n/m - not meaningful

Revenues. The ~~increase~~decrease in overall revenue of $217 million, or 12%, was primarily attributable to ~~continued~~reduced revenues of approximately $382 million from the completion of contingency work associated with the OAW program in early 2022 that commenced in August 2021. This decrease was offset by organic revenue growth ~~in each of~~across our GS business units, ~~humanitarian~~including increased activity in 2022 to support ~~work performed for~~exercises, training and other activities of the ~~OAW program, and~~European Command, the acquisition of ~~Centauri~~Frazer-Nash in October ~~2020, which contributed approximately $148 million this quarter. This growth was partially offset by reduced activity~~2021 and increased revenues in ~~our GS business segment due to the withdrawal of U.S. forces~~STS primarily from ~~Afghanistan~~engineering and ~~lower volume associated with the successful completion of non-recurring work on our Aspire program~~professional services and ~~a reduction in revenue in our STS business segment following the Company's exit from commoditized construction services in 2020.~~technology sales.

Gross Profit Three Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Gross profit $ 193 $ 172 $ 21 12 %

Gross Profit.

The increase in overall gross profit of $32 million, or 17%, was primarily driven by ~~organic growth in our GS business segment, new work under the OAW program, the acquisition of Centauri in October 2020, and improvements~~increased profitability in our STS business ~~segment due~~primarily attributed to ~~improved execution~~favorable mix and, ~~market recovery~~as described above, increased activity in the European Command and the acquisition of Frazer-Nash in October 2021.~~The increase was partially offset by higher~~ We also benefited from lower amortization of ~~intangibles~~intangible assets in Q3 2022 from the Centauri acquisition and changes in estimates related to an ongoing contract negotiation that is now fully resolved. These increases were partially offset by decreased gross profit attributable to reduced ~~activity~~volume in ~~our GS business segment due to the withdrawal of U.S. forces~~2022 from ~~Afghanistan; and lower volume associated with the successful completion of non-recurring work on our Aspire program.~~OAW as described above.

Equity in Earnings (Losses) of Unconsolidated Affiliates Three Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Equity in earnings (losses) of unconsolidated affiliates $ (1) $ 13 $ (14) (108) %

Equity in Earnings (Losses) of Unconsolidated Affiliates. The overall ~~decrease~~increase in equity in earnings (losses) of unconsolidated affiliates was primarily driven by commencement of services on an LNG project in the second quarter of 2022. Additionally, we recorded a $10 million non-cash charge in the ~~amount of $10 million for final warranty items~~three months ended September 30, 2021 associated with the Ichthys LNG project ~~recognized~~that did not recur in ~~the current quarter in our STS business segment. In October 2021, JKC entered into~~Q3 2022. This net increase was partially offset by a ~~Settlement Agreement that resolved the outstanding claims and disputes between JKC and its client. As~~charge on a ~~result~~joint venture acquired as part of ~~the Settlement Agreement, the Parties agreed to withdraw all claims and terminate all ongoing arbitrations and court proceedings between the Parties.~~

Selling, General and Administrative Expenses Three Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Selling, general and administrative expenses $ (91) $ (89) $ 2 2 %
a historical GS acquisition.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in the three months ended September 30, ~~2021, was $2~~2022 were $12 million, ~~higher than~~a 13% increase compared to the same period in ~~2020,~~2021, which was primarily driven by ~~increased~~growth across the business, incremental selling, general and administrative expenses ~~attributable to~~from the ~~Centauri~~Frazer-Nash acquisition and other corporate ~~costs, partially offset by cost reductions to right-size the cost base in line with the business shift to exit non-strategic areas in our STS business segment.~~

initiatives.

Acquisition and Integration Related Costs Three Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Acquisition and integration related costs $ (3) $ (2) $ 1 n/m

~~The increase in acquisition~~Acquisition and Integration Related Costs. Acquisition and integration related costs ~~was~~in 2021 were primarily comprised of ~~acquisition~~ costs associated with ~~the Company’s~~our acquisition and integration of Centauri in October 2020 and Frazer-Nash in October 2021. Acquisition and integration costs in 2022 are related to the acquisition of ~~Frazer-Nash that closed on October 20, 2021.~~VIMA in August 2022.

Restructuring Charges and Asset Impairments Three Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Restructuring charges and asset impairments $ — $ (1) $ 1 n/m

~~In 2020, as a result~~Gain on Disposition of ~~the economic~~Assets and ~~market volatility, management initiated a restructuring plan and we recognized restructuring charges and assets impairments resulting from that plan.~~

Investment.

Gain on disposition of assets and investment Three Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Gain on disposition of assets and investment $ 3 $ — $ 3 n/m

The ~~increase in~~ gain on disposition of assets and investments of $3 million in 2021 was ~~as a result of~~from the sale of our investment interest in the Middle East Petroleum Corporation (EBIC Ammonia project).

Interest Expense.

Interest Expense Three Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Interest expense $ (23) $ (18) $ 5 28 %

The increase in interest expense was primarily driven by ~~increased expense associated with borrowings related~~an increase in the U.S. federal reserve funds rate from the three months ended September 30, 2021 to the ~~acquisition of Centauri.~~three months ended September 30, 2022.

Other Non-operating Income (Loss) Three Months Ended September 30,

2021 vs. 2020
Dollars in millions 2021 2020 $ %
Other non-operating income (loss) $ (1) $ (4) $ 3 75 %

Other Non-operating Expense.

Other non-operating ~~income (loss)~~expense includes interest income, foreign exchange gains and losses and other non-operating income or expense ~~items with~~items. Other non-operating expense remained materially consistent for each of the ~~change primarily driven by foreign exchange gains~~three months ended September 30, 2022 and ~~losses.~~September 30, 2021.

Provision for Income Taxes.

Provision for Income Taxes Three Months Ended September 30,

2021 vs. 2020
Dollars in millions 2021 2020 $ %
Income before provision for income taxes and noncontrolling interests $ 77 $ 71 $ 6 8 %
(Provision) for income taxes $ (19) $ (19) $ — — %

The provision for income taxes for the three months ended September 30, ~~2021~~2022 reflects a ~~25%~~27% tax rate as compared to a ~~27%~~25% tax rate for the three months ended September 30, ~~2020.~~2021. The effective tax rate of 27% for the three months ended September 30, 2022 was primarily impacted by items related to non-U.S. discrete activity for the quarter. The effective tax rate of 25% for the three months ended September 30, 2021 was primarily impacted by equity adjustments on joint venture projects. Excluding the tax impact of these adjustments, our tax rate ~~would be 19%~~ for the three months ended September 30, 2021. The effective tax rate of 27% for the three months ended September 30, 2020 was primarily impacted by the rate differential on our foreign earnings including equity losses, of certain unconsolidated affiliates for which any tax effects are not reflected in the provision for income taxes because they are reflected on a net basis in equity earnings of unconsolidated affiliates.2022 and 2021 would be 25% and 19%, respectively. See Note 11 to our condensed consolidated financial statements for further discussion on income taxes.

Net Income Attributable to Noncontrolling Interests Three Months Ended September 30,

2021 vs. 2020
Dollars in millions 2021 2020 $ %
Net income attributable to noncontrolling interests $ 3 $ — $ 3 n/m

Net Income Attributable to Noncontrolling Interests.

The ~~increase~~decrease in net income attributable to noncontrolling interests was primarily ~~attributable to our partners' portion of the gain on the sale of~~driven by decreased income from a Middle East joint venture project in our STS business ~~segment.~~segment that was sold in the third quarter of 2021.

Results of Operations by Business Segment


							Three Months Ended September 30,
		Three Months Ended September 30,									2022 vs. 2021
Dollars in millions	Dollars in millions	2021		2020		Dollars in millions	2022		2021		$		%
Revenues	Revenues					Revenues
Government Solutions	Government Solutions	$	1,555	$	1,013	Government Solutions	$	1,293	$	1,555	$	(262)	(17)	%
Sustainable Technology Solutions	Sustainable Technology Solutions	288		366		Sustainable Technology Solutions	333		288		$	45	16	%

Total revenues	Total revenues	$	1,843	$	1,379	Total revenues	$	1,626	$	1,843	$	(217)	(12)	%

Gross profit
Government Solutions		$	147	$	131
Sustainable Technology Solutions		46		41

Total gross profit		$	193	$	172

Equity in earnings (losses) of unconsolidated affiliates
Government Solutions		$	11	$	11
Sustainable Technology Solutions		(12)		2

Total equity in earnings (losses) of unconsolidated affiliates		$	(1)	$	13

Total selling, general and administrative expenses		$	(91)	$	(89)

Acquisition and integration related costs		$	(3)	$	(2)

Restructuring charges and asset impairments		$	—	$	(1)

Gain on disposition of assets		$	3	$	—

Operating income						Operating income
Government Solutions						Government Solutions	$	105	$	114	$	(9)	(8)	%
Sustainable Technology Solutions						Sustainable Technology Solutions	56		23		$	33	143	%
Other						Other	(36)		(36)		$	—	—	%
Total operating income	Total operating income	$	101	$	93	Total operating income	$	125	$	101	$	24	24	%

Government Solutions

GS revenues ~~increased~~decreased by ~~$542~~$262 million, or 17%, to $1.3 billion in the three months ended September 30, 2022 compared to $1.6 billion in the three months ended September 30, 2021. The decrease was primarily driven by the reduced revenues of approximately $382 million from the completion of contingency work associated with the OAW program in early 2022 that commenced in August 2021. This decrease was offset by organic revenue growth across our GS business units, including increased activity to support training, exercises and other activities in the European Command, as well as the acquisition of Frazer-Nash in October 2021 ~~compared~~and VIMA in August 2022.

GS operating income decreased by $9 million, or 8%, to ~~$1.0 billion~~$105 million in the three months ended September 30, ~~2020. The increase was primarily driven by organic revenue growth across each of our GS business units, including new work associated with OAW. Revenue also increased related~~2022 compared to the acquisition of Centauri in October 2020. These increases were partially offset by reduced activity due to the withdrawal of U.S. forces from Afghanistan and lower volume associated with the successful completion of non-recurring construction work on our Aspire program.

~~GS gross profit increased by $16 million, or 12%, to $147~~$114 million in the three months ended September 30, 2021 ~~compared~~primarily driven by items discussed above. GS operating income was also impacted by a charge on a joint venture acquired as part of a historical acquisition. These decreases were partially offset by changes in estimates related to ~~$131 million~~an ongoing contract negotiation that is now fully resolved and lower amortization of intangibles from the Centauri acquisition in the three months ended September 30, ~~2020. The increase was primarily driven by the activity of growth discussed above, partially offset by the higher amortization of intangibles from the Centauri acquisition.~~

~~GS equity in earnings of unconsolidated affiliates change remained flat at $11 million in each of the three months ended September 30, 2021 and 2020.~~2022.

Sustainable Technology Solutions

STS revenues ~~decreased~~increased by ~~$78~~$45 million, or ~~21%~~16%, to $333 million in the three months ended September 30, 2022 compared to $288 million in the three months ended September 30, ~~2021 compared~~2021. The increase in revenue is primarily from engineering and professional services and technology sales.

STS operating income increased by $33 million, or 143%, to ~~$366~~$56 million in the three months ended September 30, ~~2020. The decrease was primarily driven by the company's exit from commoditized construction services in 2020.~~

~~STS gross profit increased by $5 million, or 12%~~2022 compared to ~~$46~~$23 million in the three months ended September 30, ~~2021 compared to $41 million in the three months ended September 30, 2020.~~2021. The increase was primarily driven by ~~strong execution and market recovery in 2021 and expenses recognized in 2020 that did not recur in 2021.~~

~~STS~~items discussed above as well as increased equity in earnings ~~(losses)~~primarily from commencement of ~~unconsolidated affiliates decreased by $14 million, or 700% to $12 million loss~~services on an LNG project in the second quarter of 2022. Furthermore, in the three months ended September 30, 2021, ~~compared to $2 million in equity earnings in the three months ended September 30, 2020. The decrease was primarily driven by an additional~~we recognized a non-cash charge in the amount of $10 million ~~for final warranty items~~ associated with the Ichthys LNG project ~~recognized~~that did not recur in ~~the current quarter.~~2022.

Other

Other operating income remained materially consistent for each of the three months ended September 30, 2022 and September 30, 2021.

Results of Operations

Nine months ended September 30, ~~2021~~2022 compared to the nine months ended September 30, ~~2020~~2021

The information below is an analysis of our consolidated results for the nine months ended September 30, ~~2021,~~2022 compared to the nine months ended September 30, ~~2020.~~2021. See Results of Operations by Business Segment below for additional information describing the performance of each of our reportable segments.

Revenues Nine Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Revenues $ 4,840 $ 4,301 $ 539 13 %


Consolidated Results	Nine Months Ended September 30,
						2022 vs. 2021
Dollars in millions	2022			2021 (1)		$		%
Revenues	$	4,956		$	4,840	$	116	2	%
Cost of revenues	$	(4,334)		$	(4,272)	$	62	1	%
Gross profit	$	622		$	568	$	54	10	%
Equity in losses of unconsolidated affiliates	$	(103)		$	(175)	$	(72)	(41)	%
Selling, general and administrative expenses	$	(315)		$	(283)	$	32	11	%
Acquisition and integration related costs	$	(2)		$	(7)	$	(5)	(71)	%
Gain on disposition of assets and investments	$	22		$	1	$	21	n/m

Other	$	(3)		$	(2)	$	1	n/m
Operating income	$	221		$	102	$	119	117	%
Interest expense	$	(64)		$	(59)	$	5	8	%
Unrealized gain on cost method investment	$	16		$	—	$	16	n/m
Other non-operating income (expense)	$	3		$	(2)	$	5	n/m
Income before provision for income taxes and noncontrolling interests	$	176		$	41	$	135	n/m
Provision for income taxes	$	(79)		$	(77)	$	2	3	%
Net income (loss)	$	97		$	(36)	$	133	n/m
Net income attributable to noncontrolling interests	$	—		$	7	$	(7)	(100)	%
Net income (loss) attributable to KBR	$	97	0	$	(43)	$	140	n/m

(1) As adjusted for the adoption of ASU 2020-06 using the full retrospective method.

n/m - not meaningful

Revenues. Revenues increased by $116 million, or 2%, to $5.0 billion for the nine months ended September 30, 2022 compared to $4.8 billion for the nine months ended September 30, 2021. The increase ~~in overall revenue~~ was primarily driven by continued organic growth across our GS business ~~segment, which was attributable~~units, including increased activity in 2022 to support exercises, training and other activities within the ~~OAW program,~~European Command, the acquisition of ~~Centauri~~Frazer-Nash in October ~~2020, which contributed $461 million this year,~~2021 and ~~continued organic growth~~increased revenues from engineering and professional services in our ~~GS business units.~~STS business. This growth was partially offset by ~~a reduction in revenue in our STS business segment following the Company's exit from commoditized construction services in 2020,~~ reduced activity in ~~our GS business segment due to~~ the ~~withdrawal of U.S. forces from Afghanistan and lower volume~~Middle East associated with the ~~successful~~U.S. DoD's exit in early 2021, reduced volume from work associated with the OAW program as previously discussed, the non-cash impact of our announced intent to exit commercial operations in Russia in 2022 and the related reduced volume following our exit and the completion or near completion of ~~non-recurring construction work on our Aspire program.~~

Gross Profit Nine Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Gross profit $ 568 $ 500 $ 68 14 %
projects we strategically exited in 2020.

Gross profit. The increase in overall gross profit of $54 million, or 10%, was primarily driven by ~~improvements~~items discussed above, favorable STS licensing mix and lower amortization of intangible assets from the Centauri acquisition partially offset by a net favorable resolution of legacy matters in our STS business ~~segment due to improved execution and market recovery~~ in the nine months ended September 30, 2021 ~~legacy provisions recognized in 2020~~ that did not recur in ~~2021, and the net favorable resolution of and provisioning for legacy matters. Gross profits also increased in our GS business segment that was driven by~~2022.

~~activity~~Equity in losses of unconsolidated affiliates. Equity in losses of unconsolidated affiliates decreased by $72 million to $103 million loss for the ~~OAW program and~~nine months ended September 30, 2022, compared to $175 million loss for the ~~acquisition of Centauri in October 2020. The increase was partially offset by higher amortization of intangibles from~~nine months ended September 30, 2021. During the Centauri acquisition, reduced activity in our GS business segment due to the withdrawal of U.S. forces from Afghanistan, and lower volume associated with the successful completion of non-recurring construction work on our Aspire program.

Equity in Earnings (Losses) of Unconsolidated Affiliates Nine Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Equity in earnings (losses) of unconsolidated affiliates $ (175) $ 30 $ (205) n/m

~~The overall decrease in equity earnings (losses) was primarily driven by~~nine months ended September 30, 2021, a non-cash charge in the amount of ~~$193~~$203 million ~~recognized~~was recorded associated with the settlement agreement between JKC and its client, Ichthys LNG Pty, Ltd, compared to a $137 million non-cash charge recorded during the nine months ended September 30, 2022 relating to the settlement agreement with the consortium of subcontractors of the Combined Cycle Power Plant. Additionally, the decrease in equity in losses is attributed to equity in earnings from commencement of services on an LNG project in the second quarter ~~and an additional~~of 2022. These decreases in equity in losses were offset by a charge ~~in the amount~~on a joint venture acquired as part of ~~$10 million for final warranty items associated with the Ichthys LNG project recognized in the current quarter in our STS business segment. In October 2021, JKC entered into~~ a Settlement Agreement that resolved the outstanding claims and disputes between JKC and its client. As a result of the Settlement Agreement, the Parties agreed to withdraw all claims and terminate all ongoing arbitrations and court proceedings between the Parties.historical GS acquisition.

Selling, General and Administrative Expenses Nine Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Selling, general and administrative expenses $ (283) $ (259) $ 24 9 %

Selling, general and administrative expenses.

Selling, general and administrative expenses in the nine months ended September 30, ~~2021~~2022 were ~~$24~~$32 million higher than the same period in ~~2020,~~2021, which was primarily driven by ~~increased~~growth in the core business, incremental expenses ~~attributable to~~from the ~~Centauri acquisition~~Frazer-Nash business and ~~increased costs associated with~~other corporate ~~initiatives, partially offset by cost reductions to right-size the cost base in line with the business shift to exit non-strategic areas in our STS business segment.~~initiatives.

Acquisition and Integration Related Costs Nine Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Acquisition and integration related costs $ (7) $ (2) $ 5 n/m

Acquisition and integration related costs

~~The increase in acquisition~~. Acquisition and integration related costs ~~was~~in 2021 are primarily comprised of costs associated with ~~the Company's~~our acquisition and integration of Centauri in October 2020 and Frazer Nash in October 2021. Acquisition and integration costs in 2022 are related to the acquisition of ~~Frazer-Nash that closed on~~Frazer Nash in October ~~20, 2021.~~2021 and VIMA in August 2022.

Goodwill Impairment, Restructuring Charges and Asset Impairments Nine Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Goodwill impairment $ — $ (99) $ 99 n/m
Restructuring charges and asset impairments $ (2) $ (176) $ 174 n/m
Gain (Loss) on Disposition of Assets and Investment. The increase in gain on disposition of assets and investments was primarily driven by a gain of $16 million from the sale of our investment interest in three U.K. Road investments and a gain of $5 million for the sale of a property in our GS business in the nine months ended September 30, 2022.

In 2020, as a result of the economic and market volatility, management initiated a restructuring plan and we recognized goodwill impairments, restructuring charges and asset impairments resulting from that plan.

Interest expense.

Interest Expense Nine Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Interest expense $ (68) $ (60) $ 8 13 %

The increase in interest expense was primarily driven by increased ~~expense associated with~~ borrowings to finance the acquisition of ~~Centauri.~~

Other Non-operating Income (loss) Nine Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Other non-operating income (loss) $ (2) $ 1 $ (3) (300) %
Frazer-Nash in October 2021 and increases in the U.S. federal reserve funds rate in 2022.

Unrealized Gain on Cost Method Investment. The increase in unrealized gain on cost method investment is related to the appreciation in the fair value of our Mura Technology investment as a result of a revaluation triggered by the observable transactions associated with our additional investment and Mura stock purchases from other parties.

Other non-operating income (expense). Other non-operating income (expense) includes interest income, foreign exchange gains and losses and other non-operating income or expense ~~items with the change~~items. The net increase is primarily driven by changes in the fair value of foreign exchange ~~gains and losses.~~hedges.

Gain on disposition of assets and investment Nine Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Gain on disposition of assets and investment $ 1 $ 18 $ (17) 94 %

Provision for income taxes.

~~The decrease in gain on disposition of assets and investment of $17 million was primarily driven by the liquidation of a joint venture in 2020.~~

Provision for Income Taxes Nine Months Ended September 30,
2021 vs. 2020
Dollars in millions 2021 2020 $ %
Income (loss) before provision for income taxes and noncontrolling interests $ 32 $ (47) $ 79 (168) %
(Provision) benefit for income taxes $ (75) $ (24) $ 51 n/m

The provision for income taxes for the nine months ended September 30, ~~2021~~2022 reflects a ~~234%~~45% tax rate as compared to a ~~(51)%~~188% tax rate for the nine months ended September 30, ~~2020.~~2021. The effective tax rate for the nine months ended September 30, 2022 and September 30, 2021, as compared to the U.S. statutory rate of ~~234%~~21% was primarily impacted by adjustments on the Ichthys LNG project to which KBR is a JV partner. KBR did not receive a tax benefit for these adjustments. The effective tax rate for the nine months ended September 30, 2021 was ~~primarily~~also impacted by ~~an equity adjustment on the LNG project and~~ the enactment of athe tax rate change in the U.K. Excluding the tax impact of these ~~adjustments,~~items, our tax rate would be 25% for the nine months ended September 30, 2022 and 23% for the nine months ended September 30, 2021. ~~The effective tax rate of (51)% for the nine months ended September 30, 2020 was primarily impacted by impairment and restructuring charges incurred during the period.Excluding the tax impact of these adjustments, our tax rate would have been 27% nine months ended September 30, 2020.~~ See Note 11 to our condensed consolidated financial statements for further discussion on income taxes.

Net Income Attributable to Noncontrolling Interests Nine Months Ended September 30,

2021 vs. 2020
Dollars in millions 2021 2020 $ %
Net income attributable to noncontrolling interests $ 7 $ 20 $ (13) n/m

Net income attributable to noncontrolling interests.

The decrease in net income attributable to noncontrolling interests was primarily driven by ~~the resolution of a contingency on a completed LNG project and liquidation of the joint venture in 2020, partially offset by~~decreased income ~~earned related to~~from a Middle East joint venture project in our STS business ~~segment.~~segment that was sold in the third quarter of 2021.

4746

Results of Operations by Business Segment

Nine Months Ended September 30,
Dollars in millions 2021 2020
Revenues
Government Solutions $ 3,950 $ 2,948
Sustainable Technology Solutions 890 1,353
Total revenues $ 4,840 $ 4,301
Gross profit
Government Solutions $ 393 $ 377
Sustainable Technology Solutions 175 123
Total gross profit $ 568 $ 500
Equity in earnings (losses) of unconsolidated affiliates
Government Solutions $ 26 $ 23
Sustainable Technology Solutions (201) 7
Total equity in earnings (losses) of unconsolidated affiliates $ (175) $ 30
Total selling, general and administrative expenses $ (283) $ (259)
Acquisition and integration related costs $ (7) $ (2)
Goodwill impairment $ — $ (99)
Restructuring charges and asset impairments $ (2) $ (176)
Gain on disposition of assets $ 1 $ 18
Total operating income $ 102 $ 12


	Nine Months Ended September 30,
					2022 vs. 2021
Dollars in millions	2022		2021		$		%
Revenues
Government Solutions	$	4,064	$	3,950	$	114	3	%
Sustainable Technology Solutions	892		890		2		—	%

Total revenues	$	4,956	$	4,840	$	116	2	%
























Operating income
Government Solutions	$	351	$	277	$	74	27	%
Sustainable Technology Solutions	(18)		(71)		$	53	75	%
Other	(112)		(104)		$	(8)	(8)	%
Operating income	$	221	$	102	$	119	117	%

Government Solutions

GS revenues increased by ~~$1.0 billion,~~$114 million, or ~~34%~~3%, to ~~$4.0~~$4.1 billion infor the nine months ended September 30, ~~2021,~~2022, compared to ~~$2.9~~$4.0 billion infor the nine months ended September 30, ~~2020.~~2021. The increase was primarily driven by organic revenue growth across ~~each of~~ our GS business units, including ~~new work associated with~~increased activity in the ~~OAW program~~European Command as previously described, and the acquisition of ~~Centauri~~Frazer-Nash in October ~~2020, which contributed $461 million.~~2021. These increases were partially offset by reduced activity ~~due to~~in the ~~withdrawal of U.S. forces from Afghanistan and lower volume~~Middle East associated with the ~~successful completion of non-recurring construction~~U.S. DoD's exit in early 2021 and reduced volume from work ~~on our Aspire program.~~associated with the OAW program as previously described.

GS ~~gross profit~~operating income increased by ~~$16~~$74 million, or 27%, to ~~$393~~$351 million infor the nine months ended September 30, ~~2021,~~2022, compared to ~~$377~~$277 million infor the nine months ended September 30, ~~2020.~~2021. The increase was primarily driven by ~~the growth~~items discussed above, ~~and new work under the OAW program, partially offset by the higher~~lower amortization of intangibles from the Centauri acquisition ~~reduced activity due to the withdrawal~~and gains on sale of ~~U.S. forces from Afghanistan,~~investments completed in 2022. These increases were partially offset by a charge on a joint venture acquired as part of a historical GS acquisition and ~~lower volume~~increased selling, general and administrative expenses associated with the ~~successful completion~~acquisition of ~~non-recurring work on our Aspire program.~~

GS equity in earnings of unconsolidated affiliates increased by $3 million to $26 million in the nine months ended September 30, 2021, compared to $23 million in the nine months ended September 30, 2020. The increase was primarily driven by better performance of joint ventures and increased work in our International business, partially offset by changes in project estimates in a domestic joint venture.Frazer-Nash.

Sustainable Technology Solutions

STS revenues increased by $2 million to $892 million for the nine months ended September 30, 2022, compared to $890 million for the nine months ended September 30, 2021. This increase is primarily driven by increased revenues from technology sales and engineering and professional services, partially offset by a $25 million non-cash impact resulting from our announced intent to exit commercial operations in Russia in 2022, in addition to the related reduced volume following our exit, timing of certain STS projects and the completion or near completion of projects that we strategically exited in 2020.

STS operating loss decreased by ~~$463~~$53 million, or ~~34%~~75%, to ~~$890~~$18 million for the nine months ended September 30, 2022, compared to $71 million in the nine months ended September 30, ~~2021, compared to $1,353 million in the nine months ended September 30, 2020.~~2021. The decrease ~~was~~in operating loss is primarily ~~driven by~~attributed to increased technology sales and engineering and professional services and a decrease in equity in losses related to the ~~Company's exit from commoditized construction services in 2020.~~

~~STS gross profit increased by $52 million, or 42%, to $175 million in~~Ichthys LNG project. During the nine months ended September 30, 2021, compared to $123 million in the nine months ended September 30, 2020. The increase was primarily driven by strong execution and market recovery in 2021, expenses recognized in 2020 that did not recur in 2021, and the net favorable resolution of and provisioning for legacy matters.

STS equity in earnings of unconsolidated affiliates decreased by $208 million to $201 million loss in the nine months ended September 30, 2021, compared to $7 million in equity earnings in the nine months ended September 30, 2020. The decrease was primarily driven by a non-cash charge in the amount of ~~$193~~$203 million ~~that~~ was ~~recognized during the second quarter of 2021 and an additional charge in the amount of $10 million for final warranty items~~recorded associated with the settlement agreement between JKC and its client, Ichthys LNG ~~project recognized~~Pty, Ltd, compared to a $137 million non-cash charge recorded during the nine months ended September 30, 2022 relating to the settlement agreement with the consortium of subcontractors of the Combined Cycle Power Plant. The decrease in operating loss is partially offset by a $28 million non-cash impact resulting from our announced intent to exit commercial operations in Russia, in addition to the ~~current quarter.~~related reduced volume following our exit.

Other

Other operating loss increased by $8 million, or 8%, to $112 million for the nine months ended September 30, 2022, compared to $104 million for the nine months ended September 30, 2021. The increase in operating loss is primarily attributed to the Company's return to the office, increased travel and other corporate initiatives.

Backlog of Unfilled Orders

Backlog generally represents the dollar amount of revenues we expect to realize in the future as a result of performing work on contracts and our pro-rata share of work to be performed by our consolidated and unconsolidated joint ventures. We generally include total expected revenues in backlog when a contract is awarded under a legally binding agreement. In many instances, arrangements included in backlog are complex, nonrepetitive and may fluctuate over the contract period due to the release of contracted work in phases by the customer. Additionally, nearly all contracts allow customers to terminate the agreement at any time for convenience. Certain contracts provide maximum dollar limits, with actual authorization to perform work under the contract agreed upon on a periodic basis with the customer. In these arrangements, only the amounts authorized are included in backlog. For projects where we act solely in a project management capacity, we only include the expected value of our services in backlog.

We define backlog, as it relates to U.S. government contracts, as our estimate of the remaining future revenue from existing signed contracts over the remaining base contract performance period (including customer approved option periods) for which work scope and price have been agreed with the customer. We define funded backlog as the portion of backlog for which funding currently is appropriated, less the amount of revenue we have previously recognized. We define unfunded backlog as the total backlog less the funded backlog. Our GS backlog does not include any estimate of future potential delivery orders that might be awarded under our government-wide acquisition contracts, agency-specific indefinite delivery/indefinite quantity contracts or other multiple-award contract vehicles, nor does it include option periods that have not been exercised by the customer.

Within our GS business segment, we calculate estimated backlog for long-term contracts associated with the U.K. government's PFIs based on the aggregate amount that our client would contractually be obligated to pay us over the life of the project. We update our estimates of the future work to be executed under these contracts on a quarterly basis and adjust backlog, if necessary.

We have included in the table below our proportionate share of unconsolidated joint ventures' estimated backlog. ~~Because~~As these projects are accounted for under the equity method, only our share of future earnings from these projects will be recorded in our results of operations. Our proportionate share of backlog for projects related to unconsolidated joint ventures totaled ~~$2.9~~$3.7 billion at September 30, ~~2021,~~2022, and ~~$2.4~~$2.6 billion at December 31, ~~2020. Our~~2021. As a result of our announced intent to exit commercial projects in Russia, ending STS backlog ~~included in the table below for projects related to consolidated joint ventures with noncontrolling interests includes 100%~~was reduced by $61 million as of ~~the backlog associated with those joint ventures and totaled $41 million and $52 million at~~ September 30, ~~2021 and December 31, 2020, respectively.~~2022.

The following table summarizes our backlog by business segment as of September 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, respectively:


		September 30,		December 31,			September 30,		December 31,
Dollars in millions	Dollars in millions	2021		2020		Dollars in millions	2022		2021
Government Solutions	Government Solutions	$	12,453	$	12,661	Government Solutions	$	11,323	$	12,628
Sustainable Technology Solutions	Sustainable Technology Solutions	2,306		2,454		Sustainable Technology Solutions	4,011		2,345
Total backlog	Total backlog	$	14,759	$	15,115	Total backlog	$	15,334	$	14,973

We estimate that as of September 30, ~~2021, 26%~~2022, 37% of our backlog will be executed within one year. Of this amount, ~~92%~~76% will be recognized in revenues on our condensed consolidated statement of operations and 8%24% will be recorded by our unconsolidated joint ventures. As of September 30, ~~2021, $95~~2022, $75 million of our backlog relates to active contracts that are in a loss position.

As of September 30, ~~2021, 11%~~2022, 10% of our backlog was attributable to fixed-price contracts, ~~50%~~38% was attributable to PFIs, ~~26%~~27% was attributable to cost-reimbursable contracts and ~~13%~~25% was attributable to time-and-materials contracts. For contracts that contain fixed-price, cost-reimbursable and time-and-materials components, we classify the individual components as either fixed-price, cost-reimbursable or time-and-materials according to the composition of the contract; however, for smaller contracts, we characterize the entire contract based on the predominant component. As of September 30, ~~2021, $9.7~~2022, $8.1 billion of our GS backlog was currently funded by our customers.

As of September 30, ~~2021,~~2022, we had approximately ~~$5.2~~$4.4 billion of priced option periods not yet exercised by the customer for U.S. government contracts that are not included in the backlog amounts presented above.

The difference between backlog of ~~$14.8~~$15.3 billion and the remaining performance ~~obligation~~obligations as defined by ASC 606 of ~~$11.2~~$11.0 billion is primarily due to our proportionate share of backlog related to unconsolidated joint ventures which is not included in our remaining performance ~~obligation.~~obligations. See Note 3 to our condensed consolidated financial statements for discussion of the remaining performance ~~obligation.~~obligations.

Transactions with Joint Ventures

We perform many of our projects through incorporated and unincorporated joint ventures. In addition to participating as a joint venture partner, we often provide engineering, procurement, construction, operations or maintenance services to the joint venture as a subcontractor. Where we provide services to a joint venture that we control and therefore consolidate for financial reporting purposes, we eliminate intercompany revenues and expenses on such transactions. In situations where we account for our interest in the joint venture under the equity method of accounting, we do not eliminate any portion of our subcontractor revenues or expenses. We recognize the profit on our services provided to joint ventures that we consolidate and joint ventures that we record under the equity method of accounting primarily using the percentage-of-completion method. See Note 8 to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information. The information discussed therein is incorporated by reference into this Part I, Item 2.

Legal Proceedings

Information relating to various commitments and contingencies is described in Notes 6, 1312 and 1413 to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the information discussed therein is incorporated by reference into this Part I, Item 2.

Liquidity and Capital Resources

Liquidity is provided by available cash and cash equivalents, cash generated from operations, our Senior Credit Facility, (as defined below) and access to ~~financial~~capital markets. Our operating cash flow can vary significantly from year to year and is affected by the mix, terms, timing and ~~stage~~stage of completion of our projects. We often receive cash in ~~the early phases~~advance on certain of our ~~larger fixed-price projects, and~~sustainable technology projects. On time-and-material and cost reimbursable contracts, we may utilize cash on hand or availability under our Senior Credit Facility ~~and various accounts receivables monetization programs~~ to satisfy any periodic operating cash requirements for working capital, as we incur costs and subsequently invoice our customers.

Certain STS services projects ~~generally~~may require us to provide credit support for our performance obligations to our customers in the form of letters of credit, surety bonds or guarantees. Our ability to obtain new project awards in the future may be dependent on our ability to maintain or increase our letter of credit and surety bonding capacity, which may be further dependent on the timely release of existing letters of credit and surety bonds. As the need for credit support arises, letters of credit ~~will~~may be issued under ~~our $1 billion~~the Revolver ~~under our Senior Credit Facility. Letters of credit may also be arranged~~(as defined below) or with ~~our banks~~lending counterparties on a bilateral, syndicated or other basis.

As discussed in Note 10 "Debt and Other Credit Facilities" of our condensed consolidated financial statements, on November 18, 2021, we ~~amended~~entered into Amendment No. 5 under our ~~Senior~~existing Credit ~~Facility on July 2, 2020, to consist~~Agreement, dated as of April 25, 2018 ("Pro Rata Facilities") consisting of a $1 billion revolving credit facility ~~$275~~(the "Revolver"), a $442 million Term Loan A, ~~of which a portion is~~("Term Loan A") with debt tranches denominated in US dollars, Australian dollars and British pound sterling and a ~~$520~~$512 million Term Loan B ("Term Loan B"), with an aggregate capacity of ~~$1.795 billion.~~$1.954 billion ("Senior Credit Facility"). The ~~Revolver and~~Amendment, among other things, (i) established an additional tranche of £122.1 million in Term Loan A ~~mature in February 2025~~incurred by Kellogg Brown & Root Limited, a wholly owned indirect subsidiary of KBR, Inc., organized under the laws of England and Wales, (ii) increased capacity and flexibility under certain negative covenants, (iii) permits the netting of unrestricted cash up to a specified cap for purposes of calculating the leverage ratio and (iv) reduced the interest rate payable for applicable margins and commitment fees and extended the maturity dates to November 2026 for Term Loan A and the Revolver. The maturity date of Term Loan B ~~matures in~~remained unchanged maturing February 2027.

We believe that existing cash balances, internally generated cash flows, availability under our Senior Credit Facility and other lines of credit are sufficient to support our business operations for the next 12 months. ~~Although we believe we have adequate sources of liquidity over the long-term, our business and operations are subject to a number of uncertainties that could impact our liquidity position.~~ As of September 30, ~~2021,~~2022, we were in compliance with all financial covenants related to our debt agreements.

Cash and cash equivalents totaled ~~$550~~$461 million at September 30, ~~2021,~~2022, and ~~$436~~$370 million at December 31, ~~2020,~~2021, and consisted of the following:


		September 30,		December 31,			September 30,		December 31,
Dollars in millions	Dollars in millions	2021		2020		Dollars in millions	2022		2021
Domestic U.S. cash	Domestic U.S. cash	$	126	$	54	Domestic U.S. cash	$	161	$	34
International cash	International cash	255		231		International cash	210		220
Joint venture and Aspire Defence project cash	Joint venture and Aspire Defence project cash	169		151		Joint venture and Aspire Defence project cash	90		116
Total	Total	$	550	$	436	Total	$	461	$	370

Our cash balances are held in numerous accounts throughout the world to fund our global activities. Domestic cash relates to cash balances held by U.S. entities and is largely used to support project activities of those businesses as well as general corporate needs such as the payment of dividends to shareholders, repayment of debt and potential repurchases of our outstanding common stock.

Our international cash balances may be available for general corporate purposes but are subject to local restrictions, such as capital adequacy requirements and maintaining sufficient cash balances to support our U.K. pension plan and other obligations incurred in the normal course of business by those foreign entities. Repatriations of our undistributed foreign earnings are generally free of U.S. tax but may incur withholding and/or state taxes. We consider our future U.S. and non-U.S. cash ~~utilization~~needs as 1) our anticipated foreign working capital requirements, including funding of our U.K. pension ~~plan;~~plan, 2) the expected growth opportunities across all geographical ~~markets;~~markets and 3) our plans to invest in strategic growth opportunities, which may include acquisitions around the world, ~~(such as the recent acquisition of Frazer-Nash),~~ including whether foreign earnings are permanently reinvested.

~~During~~ If management were to completely remove the quarter ending March 31 2021, we changed our permanent reinvestment assertion on the unremitted earnings, as well as all current and future earnings in a wholly owned subsidiary in India. We determined that the past unremitted earnings of $30 million is available for future repatriation for deployment in the U.S. Accordingly, we have recorded the

~~income tax expense expected with the future repatriation in Q1 2021. In addition in Q1 2021, we changed our permanent reinvestment~~indefinite investment assertion on all ~~current and future earnings in our~~foreign subsidiaries, ~~in Saudi Arabia. The income tax expense associated with~~ the ~~current and future earnings will~~exposure to local withholding taxes would be ~~reflected in the interim and annual periods in which the earnings are generated.~~less than $9 million.

Joint venture cash and Aspire Defence project cash balances reflect the amounts held by joint venture entities that we

consolidate for financial reporting purposes. These amounts are limited to those entities' activities and are not readily available for general corporate purposes; however, portions of such amounts may become available to us in the future should there be a distribution of dividends to the joint venture partners. We expect that the majority of the joint venture cash balances will be utilized for the corresponding joint venture ~~projects.~~purposes or for paying dividends.

As of September 30, ~~2021,~~2022, substantially all of our excess cash was held in ~~commercial bank time deposits or~~ interest bearing operating accounts or short-term investment accounts with the primary objectives of preserving capital and maintaining liquidity.

Cash Flows

The following table summarizes our cash flows for the periods indicated:


		Nine Months Ended September 30,					Nine Months Ended September 30,
Dollars in millions	Dollars in millions	2021		2020		Dollars in millions	2022		2021
Cash flows provided by operating activities	Cash flows provided by operating activities	$	276	$	245	Cash flows provided by operating activities	$	336	$	276
Cash flows (used in) investing activities		(22)		(38)
Cash flows provided by (used in) investing activities						Cash flows provided by (used in) investing activities	86		(22)
Cash flows (used in) financing activities	Cash flows (used in) financing activities	(140)		41		Cash flows (used in) financing activities	(290)		(140)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	—		(11)		Effect of exchange rate changes on cash	(41)		—

Increase in cash and equivalents		$	114	$	237
Increase in cash and cash equivalents						Increase in cash and cash equivalents	$	91	$	114

Operating Activities. Cash provided by operations totaled $336 million and $276 million infor the ~~first~~ nine months ofended September 30, 2022 and 2021, respectively, as compared to net income of $97 million and net loss of ~~$43 million.~~$36 million for the nine months ended September 30, 2022 and 2021, respectively. Cash flows from operating activities result primarily from earnings and are affected by changes in operating assets and liabilities, which consist primarily of working capital balances for projects. Working capital levels vary from year to year and are primarily affected by the Company's volume of work. These levels are also impacted by the mix, stage of completion and commercial terms of projects. Working capital requirements also vary by project depending on the type of client and location throughout the world.

The primary components of our working capital accounts are accounts receivable, contract assets, accounts payable and contract liabilities. These components are impacted by the size and changes in the mix of our ~~cost reimbursable,~~cost-reimbursable and time-and-materials ~~and~~projects versus fixed price projects, and as a result, fluctuations in these components are not uncommon in our business. Specifically, the $475 million favorable cash flow impact related to accounts receivable and the $440 million unfavorable cash flow impact related to accounts payable were primarily driven by collections and payments in the first quarter of 2022 related to the significant volume from the OAW program in the fourth quarter of 2021 that was substantially completed in the first quarter of 2022.

Investing Activities. Cash provided by investing activities totaled $86 million for the nine months ended September 30, 2022 and was primarily due to a return of investment of approximately $190 million from JKC resulting from the receipt of the first payment from the Subcontractor Settlement Agreement, a return of investment from BRJV of $10 million as our cumulative distributions from inception of the joint venture exceeded our cumulative earnings and proceeds of $55 million from the sale of our investment interest in three U.K. Road Projects. See Note 8 "Equity Method Investments and Variable Interest Entities" for further details. This was partially offset by our first payment related to an additional investment of $61 million in Mura Technology, $39 million in capital expenditures and $73 million netcash used for the acquisition of VIMA. See Note 4 "Acquisitions" for further details.

Cash used in investing activities totaled $22 million infor the ~~first~~ nine months ofended September 30, 2021 and was primarily ~~due to our~~used for $22 million in capital expenditures, $14 million netcash used for the acquisition of Harmonic, anour acquisition of a technology license anfor $7 million, our initial investment of $7 million in ~~a plastics recycling~~Mura technology and funding our proportionate share of JKC's ongoing legal and commercial costs. ~~See Note 4 for further discussion on the acquisition and Note 6 for further discussion of the legal and commercial costs.~~ This was partially offset by proceeds of $43 million received from the sale of our investment interest in the Middle East Petroleum Corporation (EBIC Ammonia ~~project)~~Project). See Note 8 "Equity Method Investments and Variable Interest Entities" for further details.

Financing Activities. Cash used in financing activities totaled $290 million for the nine months ended September 30, 2022 and was primarily due to approximately $49 million of dividend payments to common shareholders, $115 million for the repurchase of common stock under our share repurchase program, $9 million for the repurchase of common stock under our "withheld to cover" program, $8 million repayment on our finance lease obligations and $109 million in payments on

borrowings related to our Senior Credit Facility. See Note 10 "Debt and Other Credit Facilities" for further discussion of our Senior Credit Facility. This was partially offset by the net proceeds received from the issuance of common stock of $5 million.

Cash used in financing activities totaled $140 million infor the ~~first~~ nine months ofended September 30, 2021 and was primarily due to approximately $45 million of dividend payments to common shareholders, $53 million for the repurchase of common stock under our share repurchase program, ~~dividends paid~~$4 million for the repurchase of common stock under our "withheld to ~~NCI shareholders of $23 million, of which $15 million was driven by the dividends paid to the minority interest of the sale of the EBIC ammonia project plant,~~cover" program, $10 million repayment on our finance lease obligations, ~~$10~~$9 million in payments on borrowings related to our Senior Credit ~~Facility;~~Facility and $5$6 million repayment on our non-recourse debt associated with our Fasttrax joint venture. See Note 10 "Debt and Other Credit Facilities" for further discussion of our Senior Credit Facility. This was partially offset by the net proceeds received from the issuance of common stock of $11 million.

Future sources of cash. We believe that future sources of cash include cash flows from operations (including accounts receivable monetization arrangements), cash derived from working capital ~~management;~~management and cash borrowings under the Senior Credit Facility.

Future uses of cash. We believe that future uses of cash include working capital requirements, joint venture capital calls, capital expenditures, dividends, pension funding obligations, repayments of borrowings, ~~under our Senior Credit Facility,~~ share repurchases and strategic investments including acquisitions. Our capital expenditures will be focused primarily on facilities and equipment to support our businesses. In addition, we will use cash to make payments under leases and various other obligations, including potential litigation payments, as they arise.

In June 2022, we announced that we entered into an agreement to invest an additional $100 million in Mura Technology in which the funding is expected in two tranches. The first payment of $61 million was distributed during the quarter ended June 30, 2022 and the second payment of approximately $39 million is expected to be paid in Q1 of 2023 with cash on hand.

Other factors potentially affecting liquidity

Ichthys LNG Project. In reference to Note 6 "Unapproved Change Orders and Claims Against Clients and Estimated Recoveries of Claims Against Suppliers and Subcontractors” to our condensed consolidated financial statements, in October 2021, JKC entered into a binding settlement agreement (the “Settlement Agreement”) that resolved the outstanding claims and disputes between JKC and its client, Ichthys LNG Pty, Ltd (collectively, “the Parties”). As a result of the Settlement Agreement, the Parties agreed to withdraw all claims and terminate all ongoing ~~arbitrations~~arbitration and court proceedings between the ~~Parties, including the following:~~

•Under the cost-reimbursable scope of the contract, JKC believed amounts paid or payable to the suppliers and subcontractors in settlement of their contract claims related to the cost-reimbursable scope were an adjustment to the contract price. JKC made claims for such contract price adjustments; however, the client disputed some of these contract price adjustments. In order to facilitate the continuation of work, the client agreed to a contractual mechanism (“Funding Deed”) in 2016 providing funding in the form of an interim contract price adjustment to JKC and consented to settlement of subcontractor claims as of that date related to the cost-reimbursable scope. In 2017, additional settlements pertaining to suppliers and subcontractors under the cost-reimbursable scope of the contract were presented to the client, and the client consented to payment to JKC but reserved its contractual rights. The Settlement Agreement fully resolved these matters.

•JKC was entitled to an amount of profit and overhead (“TRC Fee”) which was a fixed percentage of the target reimbursable costs ("TRC") under the reimbursable component of the contract which was to be agreed by the Parties. ~~The Parties were unable to reach agreement. The Settlement Agreement fully resolved this matter.~~

•~~Claims for incurred costs related to scope increases and other factors for which JKC believed it is entitled to reimbursement under the contract.~~

In connection with preliminary settlement discussions, the Company recorded a non-cash charge to equity in earnings of unconsolidated affiliates in the amount of $193 million in the quarter ended June 30, 2021, which reflected KBR’s proportionate share of the unpaid, unapproved change orders and claims. This non-cash charge does not impact JKC’s pursuit of subcontractor claims associated with the combined cycle power. In the quarter ended September 30, 2021, KBR recorded an additional charge of approximately $10 million for its proportionate share of final warranty items.

As part of the Settlement Agreement, KBR’s letters of credit were also reduced to $82 million from $164 million.

~~The~~In April 2022, JKC entered into the Subcontractor Settlement Agreement ~~does not impact pursuit~~to resolve outstanding claims and disputes between JKC and the consortium of or positions related to, JKC’s subcontractor claims associated with the combined cycle power plant, of which JKC incurred substantial costs to complete the power plant under the fixed-price portion of the Ichthys LNG contract. JKC believes these costs are recoverable from the Consortium who abandoned their contractual obligation to complete the power plant as the original subcontractor. We have initiated arbitrations and other legal proceedings to recover these costs which may take several years to resolve.subcontractors. As a result ~~we funded our~~of the Subcontractor Settlement Agreement, JKC received the first payment of AUD 270 million in April 2022. In May 2022, JKC distributed the payment to KBR at current exchange rates and net of legal expenses resulting in the receipt of approximately $190 million. The second payment of AUD 90 million is expected to be paid to JKC in March 2023. KBR recorded a non-cash charge to equity in earnings (losses) of unconsolidated affiliates in the amount of $137 million during the first quarter of 2022, which reflected KBR’s proportionate share of JKC's claims against the Consortium.

On May 17, 2022, we entered into Amendment No.6 under our existing Credit Agreement, dated as of April 25, 2018, to (i) remove certain provisions requiring that the net cash proceeds received from the Subcontractor Settlement Agreement be applied to prepay principal amounts owed under Term Loan A and (ii) amend a certain provision to permit KBR instead to apply such net cash proceeds for working capital ~~requirements to complete~~and other general corporate purposes. As such, the ~~power plant as these legal proceedings progress.~~net cash proceeds were used for repayment of the Revolver, funding of the first tranche of the Mura investment and other working capital requirements.

U.K. pension obligation. We have recognized on our condensed consolidated balance sheet a funding deficit of ~~$310~~$15 million (measured as the difference between the fair value of plan assets and the projected benefit obligation as of September 30, ~~2020)~~2022) for our frozen defined benefit pension plans. The total amount of employer pension contributions paid for the nine months ended September 30, ~~2021,~~2022 was ~~$35~~$32 million and primarily related to our defined benefit plan in the U.K. The funding requirements for our U.K. pension plan are determined based on the U.K. Pensions Act of 1995. Annual minimum funding requirements are based on a binding agreement with the ~~trustees~~Trustee of the U.K. pension plan that is negotiated on a triennial ~~basis which is slated to commence in 2021~~basis. In June 2022, KBR and ~~is required to be completed by April 2022. The current~~the Trustee executed an agreement ~~calls for~~requiring minimum annual contributions of approximately £33 million ($4539 million at current exchange rates) ~~until~~for the ~~next valuation.~~period through March 2028. This schedule of contributions will be reviewed by the Trustee and KBR no later than 15 months after the effective date of each actuarial valuation, due every three years. In the future, pension funding may increase or decrease depending on changes in the levels of interest rates, pension plan

asset return performance and other factors. A significant increase in our funding requirements for the U.K. pension plan could result in a material adverse impact on our financial position.

53On October 17, 2022, we made an advance payment to our U.K. pension plan for approximately £29 million of the £33 million required minimum annual contributions for the year ending December 31, 2023.

Credit Agreement and Senior Credit Facility

Information relating to our Senior Credit Facility is described in Note 10 "Debt and Other Credit Facilities" to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the information discussed therein is incorporated by reference into this Part I, Item 2.

Senior Notes

Information relating to our Senior Notes is described in Note 10 "Debt and Other Credit Facilities" to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the information discussed therein is incorporated by reference into this Part I, Item 2.

Convertible Senior Notes

Information relating to our Convertible Senior Notes is described in Note 1 "Basis of Presentation" and Note 10 "Debt and Other Credit Facilities" to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the information discussed therein is incorporated by reference into this Part I, Item 2.

Nonrecourse Project Debt

Information relating to our nonrecourse project debt is described in Note 10 "Debt and Other Credit Facilities" to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the information discussed therein is incorporated by reference into this Part I, Item 2.

Off-Balance Sheet Arrangements

Letters of credit, surety bonds and guarantees. In the ordinary course of business, we ~~have entered~~may enter into various arrangements providing financial or performance assurance to customers on behalf of certain consolidated and unconsolidated subsidiaries, joint ventures and other jointly executed contracts. Such off-balance sheet arrangements include letters of credit, surety bonds and corporate guarantees to support the creditworthiness or project execution commitments of these entities and typically have various expiration dates ranging from mechanical completion of the project being constructed to a period beyond completion in certain circumstances such as for warranties. We ~~have~~may also ~~guaranteed~~guarantee that ~~certain projects,~~a project, once completed, will achieve specified performance standards. If the project subsequently fails to meet guaranteed performance standards, we may incur additional costs, pay liquidated damages or be held responsible for the costs incurred by the client to achieve the required performance standards. The potential amount of future payments that we could be required to make under an outstanding performance arrangement is typically the remaining estimated cost of work to be performed by or on behalf of third parties. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed under the contract. For lump-sum or fixed-price contracts, the performance guarantee amount is the cost to complete the contracted work, less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete the project. If costs exceed the remaining amounts payable under the contract, we may have recourse to third parties, such as owners, subcontractors or vendors for claims.

In our joint venture arrangements, the liability of each partner is usually joint and several. This means that each joint venture partner may become liable for the entire risk of performance guarantees provided by each partner to the customer. Typically, each joint venture partner indemnifies the other partners for any liabilities incurred in excess of the liabilities the other party is obligated to bear under the respective joint venture agreement. We are unable to estimate the maximum potential amount of future payments that we could be required to make under outstanding performance guarantees related to joint venture projects due to a number of factors, including but not limited to, the nature and extent of any contractual defaults by our joint

venture partners, resource availability, potential performance delays caused by the defaults, the location of the projects and the terms of the related contracts. See “Item 1A. Risk Factors” contained in Part I of our ~~2020~~2021 Annual Report on Form 10-K for information regarding our fixed-price contracts and operations through joint ventures and partnerships.

In certain limited circumstances, we enter into financial guarantees in the ordinary course of business, with financial institutions and other credit grantors, which generally obligate us to make payment in the event of a default by the borrower. These arrangements generally require the borrower to pledge collateral to support the fulfillment of the borrower’s obligation. We account for both financial and performance guarantees at fair value at issuance in accordance with ASC 460-10 Guarantees and, as of September 30, ~~2021,~~2022, we had no material guarantees of the work or obligations of third parties recorded.

~~We have~~As of September 30, 2022, we had $1 billion in a committed line of credit under the Senior Credit Facility and $450 million of bilateral and uncommitted lines of credit ~~available~~ to ~~be used for~~support the issuance of letters of credit. As of September 30, ~~2021,~~2022, with respect to our Senior Credit Facility, we had $260 million of outstanding borrowings previously issued to fund the acquisition of Centauri and $48 million of outstanding letters of credit. With respect to our $450 million of bilateral and uncommitted lines of credit, we utilized $208 million for letters of credit as of September 30, 2022. The total remaining capacity ~~under~~of these committed and uncommitted lines of credit was approximately ~~$1.4 billion, of which $335 million had been utilized.~~$933 million. Information relating to our letters of credit is described in Note 10 "Debt and Other Credit Facilities" to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and the information discussed therein is incorporated by reference into this Part I, Item 2. Other than discussed in this Quarterly Report on Form 10-Q, we have not engaged in any material off-balance sheet financing arrangements through special purpose entities.

~~On October 1, 2020, the Company borrowed $260 million on the Senior Credit Facility to fund the acquisition of Centauri. See Note 4 “Acquisitions.”~~

Subsequent to September 30, 2021, as part of the Settlement Agreement, KBR's letters of credit were reduced to $82 million from $164 million. See Note 6 "Unapproved Change Orders and Claims Against Clients and Estimated Recoveries of Claims Against Suppliers and Subcontractors." Additionally, we borrowed $294 million under the Revolver to fund the acquisition of Frazer-Nash. See Note 4 “Acquisitions.”

Critical Accounting Policies and Estimates

There have been no material changes to our discussion of critical accounting policies and estimates from those set forth in our ~~2020~~2021 Annual Report on Form 10-K, for the year ended December 31, ~~2020,~~2021, which discussion is incorporated herein by reference.

See Note 1 "Basis of Presentation" to our condensed consolidated financial statements for a discussion of the impact of the adoption of ASU 2020-06 and the potential impact of other new accounting standards effective for our unaudited condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Cash and cash equivalents are deposited with major banks throughout the world. We invest excess cash and cash equivalents in short-term securities, primarily ~~time deposits and~~ money market funds, which carry a fixed rate of return. We have not incurred any credit risk losses related to deposits of our cash and cash equivalents.

Foreign Currency Risk. Because of the global nature of our business, we are exposed to market risk associated with changes in foreign currency exchange rates. We have historically attempted to limit exposure to foreign currency fluctuations through provisions requiring the client to pay us in currencies corresponding to the currency in which cost is incurred. In addition to this natural hedge, we may use foreign exchange forward contracts and options to hedge material exposures when forecasted foreign currency revenues and costs are not denominated in the same currency and when efficient markets exist. These derivatives are generally designated as cash flow hedges and are carried at fair value. We do not enter into derivative financial instruments for trading purposes or make speculative investments in foreign currencies. NoWe recorded $1 million net gain ~~or loss was recorded for the three months ended September 30, 2021,~~ and $6 million net loss ~~of $4 million was recorded for the three months ended September 30, 2020. We recorded a net loss of $6 million and net gain of $2 million~~ for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~September 30, 2021, respectively, in ~~"Other~~other non-operating income ~~(loss)"~~(expense) on our condensed consolidated statements of operations. The net gain of $1 million during the nine months ended September 30, 2022 consisted of a $4 million gain primarily from the change in the fair value of a balance sheet hedge related to the strengthening of the Saudi Riyal against the British Pound, net of $3 million loss due to unfavorable foreign currency movements on certain intercompany balance positions denominated in British Pounds and Australian Dollars. The net loss of $6 million during the nine months ended September 30, 2021 consisted primarily of unfavorable foreign currency movements on certain intercompany balance positions denominated in British Pounds and European ~~Euros resulting in foreign currency loss of approximately $6 million related to changes in the fair value of balance sheet hedges.~~Euros.

We use derivative instruments, such as foreign exchange forward contracts and options, to hedge foreign currency risk related to non-functional currency assets and liabilities on our balance sheet. Each period, these balance sheet hedges are marked to market through earnings and the change in their fair value is largely offset by remeasurement of the underlying assets and liabilities. The fair value of these derivatives was not material to our condensed consolidated balance sheet as of September 30, ~~2021.~~2022. Information relating to fair value measurements is described in Note 18 "Financial Instruments and Risk Management" to our condensed consolidated financial statements, which is incorporated by reference into this Item 3.

Interest Rate Risk. We are exposed to market risk for changes in interest rates for the Revolver and term loan borrowings under the Senior Credit Facility. We had $260 million of borrowings outstanding under the Revolver and ~~$786~~$897 million outstanding under the term loan portions of the Senior Credit Facility as of September 30, ~~2021.~~2022. Borrowings under the Senior Credit Facility bear interest at variable rates as described in Note 10 to our condensed consolidated financial statements.

We manage interest rate exposure by entering into interest rate swap agreements pursuant to which we agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated on an agreed-upon notional principal amount. In October 2018, we entered into interest rate swap agreements covering $500 million of notional value of our outstanding term loans. Under these swap agreements that expired in September 2022, we ~~receive a~~received one month LIBOR ~~rate~~ and ~~pay~~paid an average monthly fixed rate of 3.055% for the term of the ~~swaps that expire in September 2022.~~swaps. In March 2020, we entered into additional swap agreements covering notional value of $400 million of our outstanding loans which are effective beginning

October 2022. Under these swap agreements, we will receive a one-month LIBOR ~~rate~~ and pay an average monthly fixed rate of 0.965% for the term of the swaps that expire in January 2027. In late September 2022 and early October 2022, we entered into additional interest rate swap agreements with an initial notional value of $250 million from the effective date of October 2022 to October 2023. Effective November 2023, the notional value will increase to $350 million through maturity in January 2027. We will receive one-month LIBOR and pay a monthly fixed rate of 3.507% for the term of the swaps. The swap agreements were designated as cash flow hedges at inception in accordance with ASC Topic 815 Accounting for Derivative and Hedging ~~Transactions.~~Transactions. The ~~total~~ fair value of ~~these derivative instruments~~the interest rate swaps at September 30, 2022, was a $51 million net ~~liability~~asset, of ~~approximately $11~~which $35 million ~~as of September 30, 2021.~~is included in other assets and $16 million is included in other current assets.

At September 30, ~~2021,~~2022, we had fixed rate debt aggregating $1.1 billion and variable rate debt aggregating ~~$546~~$657 million, after taking into account the effects of the interest rate ~~swaps.~~swaps that were effective at September 30, 2022. Our weighted average interest rate for the nine months ended September 30, ~~2021~~2022 was ~~3.76%~~3.32%. If interest rates were to increase by 50 basis points, pre-tax interest expense would increase by approximately $3 million in the next twelve months net of the impact from our swap agreements, based on outstanding borrowings as of September 30, ~~2021.~~2022.

Item 4. Controls and Procedures

In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, ~~2021,~~2022, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~During the quarter ended September 30, 2021, we implemented a new financial consolidation and reporting system and made changes to related internal controls.~~ There ~~have been~~were no ~~other~~ changes in our internal control ~~over financial~~ reporting during the ~~quarter~~three months ended September 30, ~~2021~~2022 that have materially affected, or are reasonably likely to ~~materially~~ affect, our internal ~~control~~controls over financial reporting.

We are in the process of a phased implementation of a company-wide enterprise resource planning ("ERP") system and expect this implementation to be completed within the next two to three years. During the second quarter of 2021, we substantially completed the implementation of the ERP system for a portion of our Government Solutions business. The next phases of the implementation will include Corporate, Sustainable Technology Solutions and the remaining business units of Government Solutions not yet implementing this ERP system. Each completed phase of our ERP implementation will enhance our internal control over financial reporting as we will benefit from having an integrated system to support end-to-end processes.

5655

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Aside from the below, there are no material changes from the risk factors previously disclosed in Part I, Item 1A in our Annual Report on Form 10-K, which is incorporated herein by reference, for the year ended December 31, ~~2020.~~2021.

~~Mandatory COVID-19 vaccination~~The ongoing conflict between Russia and Ukraine may adversely affect our business and results of ~~employees~~operations.

Political, economic and other conditions in foreign countries and regions, including geopolitical risks such as the current conflict between Russia and Ukraine, may adversely affect our business and operations as a portion of our revenue is derived from foreign operations. We announced our intent to exit commercial projects in Russia in a responsible manner. We do not expect this exit to have a material adverse impact on our ~~workforce~~results of operations in the long term. However, current and potential future sanctions and trade control measures implemented against Russia in response to the conflict may have an impact on our ability to operate in the ordinary course of business as we wind down our business operations in Russia. Any alleged or actual failure to comply with these measures as we extricate our business operations from Russia may subject us to government scrutiny, civil and/or criminal proceedings, sanctions and other liabilities, which ~~could~~may have an adverse effect on our international operations, financial condition and results of operations. Additionally, the full scope, duration and broader implications of this conflict, which may include additional international sanctions, embargoes, regional instability and geopolitical shifts; increased tensions between the United States and countries in which we operate; and the extent of the conflict's effects on our business and results of operations ~~and/or cash flows.~~as well as the global economy, cannot be predicted.

~~On September 9,~~To the extent the current conflict between Russia and Ukraine adversely affects our business, it may also have the effect of heightening many other risks disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, ~~President Biden issued an Executive Order mandating COVID-19 vaccination for all Federal employees (subject~~any of which could materially and adversely affect our business and results of operations. Such risks include, but are not limited to, medical and religious exemptions). President Biden also announced a proposed new rule requiring all employers with at least 100 employees to require that their employees be fully vaccinated or tested weekly. The U.S. Department of Labor’s Occupational Safety and Health Administration (“OSHA”) is currently drafting an emergency regulation to carry out this mandate, which is expected to take effect in the ~~coming weeks. At this time, it is uncertain, among other things, if the vaccine mandate will apply to all employees or only to employees who work in the office and how compliance will be documented.~~following:

~~As a company with more than 100 employees, it is anticipated that we would be subject~~•adverse effects on macroeconomic conditions, including inflation, demand for our products and potential recessionary economic conditions;

•increased cyber security threats;

•adverse changes in trade policies, taxes, government regulations and tariffs;

•our ability to ~~the OSHA regulation concerning COVID-19 vaccination. As a result, we announced a requirement~~obtain compensation for ~~all~~ increased costs incurred related to rising costs of equipment, materials and labor on fixed-price contracts;

•our ~~employees~~ability to be fully vaccinated by December 8, 2021. At this time, it is not possible to predict with certainty the exact impact that the proposed new regulation or the Company’s vaccine requirement will have on us or on our workforce. Our vaccine requirementimplement and ~~the proposed new regulation, if implemented, may result in employee attrition and difficulty securing future labor needs which could have an adverse effect on~~execute our business ~~results of operations and/~~strategy;

•disruptions in global supply chains;

•our exposure to foreign currency fluctuations; and

•constraints, volatility or ~~cash flows.~~disruption in the capital markets.

5756

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~(a) None.~~

~~(b) None.~~

~~(c)~~ On February 25, 2014, the Board of Directors authorized a $350 million share repurchase program. As of December 31, 2019, $160 million remained available under this authorization. On February 19, 2020, the Board of Directors authorized an increase of approximately $190 million to our share repurchase program, returning the authorization level to $350 million. As of September 30, ~~2021, $250~~2022, $110 million ~~remains~~remained available for repurchase under this authorization. The authorization does not obligate the Company to acquire any particular number of shares of common stock and may be commenced, suspended or discontinued without prior notice. The share repurchases are intended to be funded through the Company's current and future cash flows and the authorization does not have an expiration date.

On October 18, 2022, the Board of Directors authorized an increase to our share repurchase program, increasing the authorization level to $500 million.

The following is a summary of share repurchases of our common stock ~~settled~~ during the three months ended September 30, ~~2021.~~2022 and the amount available to be repurchased under the authorized share repurchase program:

Purchase Period
Total Shares
Repurchased (1)
Average
Price Paid
per Share Shares Repurchased as Part of Publicly
Announced Plan Dollar Value of Maximum Number of Shares that May Yet Be
Purchased Under the Plan
July 1 - 31, 2021 647,173 $ 38.61 647,173 $ 250,299,457
August 1 - 31, 2021 1,199 $ 38.09 — $ 250,299,457
September 1 - 30, 2021 2,249 $ 38.67 — $ 250,299,457
Total 650,621 — 647,173 $ 250,299,457


Purchase Period	Total Shares Repurchased (1)	Average Price Paid per Share		Shares Repurchased as Part of Publicly Announced Plan	Dollar Value of Maximum Number of Shares that May Yet Be Purchased Under the Plan
July 1 - 31, 2022	—	$	—	—	$	160,337,466
August 1 - 31, 2022	—	$	—	—	$	160,337,466
September 1 - 30, 2022	1,056,140	$	47.43	1,053,840	$	110,358,733
Total	1,056,140	—		1,053,840	$	110,358,733

(1)Included within the shares repurchased herein are ~~3,448~~2,300 shares acquired from employees in connection with the ~~settlement of~~ income tax and related benefit withholding obligations arising from issuance of share-based equity awards under the KBR, Inc. 2006 Stock and Incentive Plan at an average price of ~~$38.47~~$49.11 per share.

5857

Item 6. Exhibits


Exhibit Number						Description

~~3.1~~						~~KBR Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to KBR’s current report on Form 8-K filed June 7, 2012; File No. 001-33146)~~

~~3.2~~						Amended and Restated Bylaws of KBR, Inc. (incorporated by reference to Exhibit 3.2 to KBR’s annual report on Form 10-K for the year ended December 31, 2013 filed on February 27, 2014; File No. 001-33146)











*31.1						Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*31.2						Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

**32.1						Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

**32.2						Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

















***101						The following financial information from this Quarterly Report on Form 10-Q of KBR, Inc. for the quarter ended September 30, ~~2021~~2022 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text

104						Cover Page Interactive Data File - formatted as Inline XBRL contained in Exhibit 101







*			Filed with this Form 10-Q

**			Furnished with this Form 10-Q

***			Interactive data files

5958

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:


KBR, INC.


/s/ Mark W. Sopp						/s/ Shad E. Evans
Mark W. Sopp						Shad E. Evans
Executive Vice President and Chief Financial Officer						Senior Vice President of Finance Operations and Chief Accounting Officer

Dated: October ~~28, 2021~~27, 2022 Dated: October ~~28, 2021~~27, 2022

6059


Dollars in millions	Severance		Lease Abandonment		Other		Total Restructuring Charges		Asset Impairments		Total Restructuring Charges & Asset Impairments
Government Solutions	$	1	$	—	$	—	$	1	$	2	$	3
Sustainable Technology Solutions	33		3		—		36		50		86
Other	1		21		19		41		46		87
Total	$	35	$	24	$	19	$	78	$	98	$	176