KBR INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended December 29, 2023

OR

Commission File Number:001-33146

(Exact name of registrant as specified in its charter)

(713)753-2000

(Registrant's telephone number including area code)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

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.

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐

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

The aggregate market value of the voting stock held by non-affiliates on June 30, 2023 was approximately $8.7 billion, determined using the closing price of shares of the registrant's common stock on the New York Stock Exchange on that date of $65.06.

As of January 26, 2024, there were 135,071,541 shares of KBR, Inc. Common Stock, par value $0.001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

Glossary of Terms

The following frequently used abbreviations or acronyms are used in this Annual Report on Form 10-K as defined below:

Forward-Looking and Cautionary Statements

This Annual Report on Form 10-K contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Some of the statements contained in this Annual Report on Form 10-K 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 under “Item 1A. Risk Factors” contained in Part I and other relevant sections of this Annual Report on Form 10-K.

Many of these factors are beyond our ability to control or predict. Any of the following factors, as well as the risks and uncertainties disclosed under “Item 1A. Risk Factors” contained in Part I of this Annual Report on Form 10-K, and the risk factors and other cautionary statements contained in our other filings with the SEC, 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.

Summary Risk Factors

The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition and results of operations. This summary should be read together with the more detailed description of each risk factor disclosed under "Item 1A. Risk Factors" contained in Part I of this Annual Report on Form 10-K.

Risks Related to Operations of Our Business

•Any loss, cancellation or delay in one or more projects by our significant customers in the future could negatively affect our financial performance.

•Our results of operations and cash flows depend on the award of new contracts and the timing of the performance of existing contracts.

•Ongoing international conflicts, and other geopolitical conditions, may adversely affect our business and results of operations.

•Global pandemics, epidemics, outbreaks of infectious diseases or public health crises have disrupted our business and could have a material adverse effect on our future results of operations and financial performance.

•If we are unable to enforce our intellectual property rights, our competitive position could be adversely impacted.

•We may not properly leverage or appropriately invest in technology advancements, which could result in the potential loss of market share and profits.

•If we are unable to attract and retain senior management and key technical professionals with elite skills and appropriate government qualifications, our ability to pursue and compete for projects to grow our business may be adversely affected.

•The nature of our business exposes us to potential liability claims and contract disputes that may exceed or be excluded from existing insurance coverage.

•Dependence on third-party subcontractors and equipment manufacturers could adversely affect our financial performance on contracts.

•We use estimates in recognizing revenues, and if we make changes to estimates used in recognizing revenues, our profitability may be adversely affected.

•We conduct a portion of our operations through joint ventures and partnerships, which exposes us to risks and uncertainties, many of which are outside of our control.

•The nature of our contracts subjects us to risks associated with cost overruns, operating cost inflation and potential claims for liquidated damages.

•Our backlog of unfilled orders is subject to unexpected adjustments and cancellations.

•We have made and may continue to make business combinations, which may present certain risks and uncertainties.

•International and political events may adversely affect our operations.

•Internal or external cybersecurity or privacy breaches, or systems and information technology interruption or failure could adversely impact our ability to operate or expose us to significant financial losses and reputational harm.

•An impairment of all or part of our goodwill or our intangible assets could have a material adverse impact on our net earnings and net worth.

•Our actual results could differ from the estimates and assumptions used to prepare our financial statements.

•We ship a significant amount of cargo using seagoing vessels, exposing us to certain maritime risks.

Risks Related to Our Industry

•The U.S. government awards its contracts through a rigorous competitive process and our efforts to obtain future contracts may be unsuccessful.

•Our profitability and cash flow may vary based on the mix of our contracts and programs, our performance, and our ability to control costs.

•The U.S. government may adopt new contract rules and regulations or revise its procurement practices in a manner adverse to us at any time.

•Heightened competition could impact our ability to obtain contracts which could reduce our market share and profits.

•Our U.S. government contract work is regularly reviewed and audited and these reviews can lead to withholding or delay of payments to us and other remedies against us.

•Several of our contracts with the U.S. government are classified, which may limit investor insight into portions of our business.

•Demand for our services provided under government contracts are directly affected by spending by our customers.

•Fluctuations in commodity prices may affect our customers’ investment decisions and result in existing project cancellations or delays.

Risks Related to Financial Conditions and Markets

•Current or future economic conditions, including recession or inflation, in the credit markets may negatively affect the ability to operate our or our customers’ businesses, finance working capital, implement our acquisition strategy and access our cash and short-term investments.

•We may be unable to obtain new contract awards if we are unable to provide our customers with letters of credit, surety bonds or other credit enhancements.

•Our Senior Credit Facility imposes restrictions that limit our operating flexibility and may result in additional expenses.

•Our indebtedness and the associated covenants could materially adversely affect our ability to obtain additional financing.

•We may be required to contribute additional cash to meet any unfunded benefit obligations associated with defined benefit plans we manage.

•We are subject to foreign currency exchange risks.

Risks Related to Our Common Stock

•If we need to sell or issue additional shares of common stock to refinance existing debt or to finance future acquisitions, our existing shareholder ownership could be diluted.

•Provisions in our charter documents, Delaware law and our Senior Credit Facility may inhibit a takeover or impact operational control that could adversely affect the value of our common stock.

•We may change our dividend policy in the future.

Risks Related to Regulations and Compliance

•We could be adversely impacted if we fail to comply with international export and domestic laws.

•We are subject to anti-bribery laws in the U.S. and other jurisdictions, violations of which could result in suspension or debarment of our ability to contract with governments.

•Certain of our work sites are inherently dangerous and we are subject to various environmental and worker health and safety laws and regulations.

•Our effective tax rate and tax positions may vary.

Risks Related to Climate Change

•There is a rapidly evolving awareness and focus from stakeholders with respect to global climate change and the related emphasis on environmental, social and governance practices, which could affect our business.

•Climate change and related environmental issues could have a material adverse impact on our business, financial condition and results of operations.

•We may be unable to achieve our sustainability commitments and targets which could result in the loss of investors and customers and damage to our reputation.