8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest eventreported): September 15, 2020

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KBR, Inc.

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(Exact name of registrant as specifiedin its charter)

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Delaware	001-33146	20-4536774
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
601 Jefferson Street, Suite 3400<br><br> <br>Houston, Texas		77002<br><br> <br>(Zip Code)
(Address of principal executive<br><br> <br>offices)

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Registrant’s telephone number,

including area code: (713) 753-2000

Not Applicable

(Former name or former address, if changedsince last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 7.01.	Regulation FD Disclosure.

On September 15, 2020, KBR, Inc. (the “Company”) commenced, subject to market and customary conditions, a private offering (the “Offering”) to eligible purchasers of the Company’s senior unsecured notes due 2028 (the “Notes”).

Attached as Exhibit 99.1 hereto are selected portions of information from a confidential preliminary offering memorandum dated September 15, 2020 that the Company expects to disseminate to potential investors in connection with the Offering. There can be no assurance that the Offering will be completed as described in the confidential preliminary offering memorandum or at all.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Furthermore, the information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent specifically provided in any such filing. The furnishing of information pursuant to this Item 7.01 will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.

Item 8.01	Other Events.

On September 15, 2020, the Company issued a press release announcing the commencement of the Offering. In accordance with Rule 135(c) of the Securities Act, a copy of this press release is being filed as Exhibit 99.2 to this Current Report on Form 8-K. Accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

This Current Report on Form 8-K shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell, any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offer, solicitation to buy, if at all, will be made only by means of the confidential preliminary offering memorandum.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>Number	Description of Exhibit
99.1	Excerpts from Preliminary Offering Memorandum dated September 15, 2020.
99.2	Press Release dated September 15, 2020, entitled “KBR, Inc. Announces Launch of $250 Million in Senior Unsecured Notes.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL<br> document contained in Exhibit 101).

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 hereunto duly authorized.

	KBR, INC.
Date: September 15, 2020	/s/ Adam M. Kramer
	Adam M. Kramer
	Vice President, Public Law and Corporate Secretary

Exhibit 99.1

SUMMARY

This summary highlights selected informationabout us and this offering. This information is not complete and does not contain all the information you should consider beforeinvesting in the notes. You should carefully read this entire offering memorandum, including the “Risk Factors” sectionof this offering memorandum and the financial statements and the other information included or incorporated by reference in thisoffering memorandum, before making an investment decision.

Company Overview

KBR, a Delaware corporation, is a global provider of differentiated, professional services and technologies delivered across a wide government, defense and industrial base. Drawing from its rich 100-year history and culture of innovation and mission focus, KBR creates sustainable value by combining technical, scientific and engineering expertise with its full life cycle capabilities to help our 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; life science research; and earth sciences;
•	Engineering services such as systems and sustainment engineering; systems and platform integration; test and evaluation; aerospace<br>acquisition support; and rapid prototyping;
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•	Operations such as command, control and communications; human spaceflight and satellite operations; integrated supply chain<br>and logistics; technical training; and military aviation support;
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•	Information operations such as data analytics; mission planning systems; and artificial intelligence and machine learning;<br>and
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•	Technology such as licensing of proprietary industrial process technology; advisory services focused on energy transition;<br>and digitally-enabled asset optimization solutions.
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We provide these and other services to a diverse customer base, including domestic and foreign governments, international and national integrated energy companies and industrial companies.

Our Business

KBR has initiated a deliberate, strategic transformation to be a provider of high-end, digitally-enabled solutions and technologies in attractive end-markets. Our people leverage dynamic teams that combine deep mission understanding, market-leading technical expertise and an unwavering operational focus to deliver solutions to solve our clients’ most complex issues. KBR’s operating model has shifted toward agile, technology-driven, solutions-oriented delivery and has been simplified to increase strategic focus to move upmarket into differentiated areas that we believe will provide attractive returns and consistent growth with favorable cash conversion. The realignment comes in the midst of an organizational transition away from higher risk, volatile, increasingly commoditized markets.

(1)	PFI means long-term privately financed initiatives.
(2)	LTM 2020 means last twelve months ended June 30, 2020.
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(3)	Excludes non-strategic business. Adjusted EBITDA is a Non-GAAP financial measure. Please see “Non-GAAP Financial Measures”<br>and “Summary Consolidated Financial Data and Other Information—Non-GAAP Financial Measures—Reconciliation of<br>Net Income Attributable to KBR to EBITDA and Adjusted EBITDA” for more information.
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(4)	Our contracts broadly consist of fixed-price, cost-reimbursable or a combination of the two. Our fixed-price contracts may<br>include cost escalation and other features that allow for increases in price should certain events occur or conditions change.<br>Fixed-price contracts include both lump-sum and unit-rate contracts. Under lump-sum contracts, we perform a defined scope of work<br>for a specified fee to cover all costs and any profit element. Unit-rate contracts are essentially fixed-price contracts with the<br>only variable being units of work to be performed. Cost-reimbursable contracts include cost-plus fixed fee, cost-plus fixed<br>rate, and time and materials contracts. Under cost-reimbursable contracts, the price is generally variable based upon our actual<br>costs incurred for materials, equipment, reimbursable labor hours and in some cases, overhead and general and administrative expenses.
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Our key areas of strategic focus are as follows:

•	Government.   KBR delivers a wide range of professional services across defense, space and other government<br>agencies, spanning program management and consulting, mission planning, operational and platform support, research and development,<br>test and evaluation, training, and logistics and facilities management. These services are provided primarily to government agencies<br>in the U.S., U.K., Australia and other selected countries under long-term programs with key technical, scientific or mission-specific<br>differentiation. Key customers include U.S. Department of Defense (“DoD”) agencies such as the Missile Defense Agency,<br>U.S. Army, U.S. Navy and U.S. Air Force; U.S. civilian agencies such as NASA, U.S. Geological Survey and National Oceanic and Atmospheric<br>Administration; the U.K. Ministry of Defence (“MoD”), London Metropolitan Police, U.K. Army, other U.K. Crown Services;<br>and the Royal Australian Air Force, Navy and Army. Areas of long-term strategic focus include defense modernization, space exploitation<br>and health & human performance.
•	Industrials.   Consistent with our corporate focus towards sustainability, KBR continues to develop and<br>prioritize investment in process technologies that are disruptive, innovative, cutting-edge, and sustainability-focused. We market<br>high-end advisory solutions centered around energy transition, license process technologies, provide basic engineering and design<br>services, sell proprietary equipment and catalysts, and provide asset optimization and remote facility operations monitoring. Key<br>customers include national governments, industrial companies, and oil & gas companies. Areas of long-term strategic focus<br>include sustainable technology solutions, energy transition and technology-led asset optimization.
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Competitive Advantages

We operate in global markets with customers who demand innovation, technical and domain expertise and digitally-enabled, technology-infused solutions. We seek to differentiate ourselves in areas in which we believe we have a competitive advantage, including:

•	People
•	Distinctive mission-focused, inclusive team ethos and culture, which we refer to as “One KBR”.
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•	Deep domain expertise resident across nationally recognized subject matter experts.
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•	Highly-cleared employee base.
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•	Sustainability
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•	Safe and responsible operations are essential, and our Zero Harm culture prioritizes the safety and security of our people<br>as well as the active management of our environmental impact.
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•	As an industry leader, we have and will continue to invest in the development of disruptive, innovative clean energy solutions<br>that promote a sustainable world.
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•	Technical Excellence and Digital Solutions
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•	Innovative, sustainable, proprietary process technology, expertise and solutions.
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•	Innovative digital solutions and advanced capabilities to improve operations, reliability and environmental sustainability,<br>including machine learning and artificial intelligence.
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•	Virtual and augmented reality visualizations to provide greater perspectives, insights and training in a controlled environment.
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•	Customer Relationships
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•	Customer missions and objectives are placed at the center of our planning and delivery model.
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•	Decades of enduring relationships with government, military and industry leaders.
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•	Financial Strength
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•	Diverse portfolio of multi-year, mission critical programs creating stability and resilience.
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•	Low capital intensity business model generating favorable operating and free cash flows.
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•	Strong liquidity with ample capacity for growth.
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Our Business Segments

Overall, we believe we have a balanced portfolio of global professional services, digital solutions, and industry-leading technologies delivered across a wide government, defense and industrial base. Our business has been organized into three core and two non-core business segments as follows:

Core business segments

•     Government Solutions

•     Technology Solutions

•     Energy Solutions

Non-core business segments

•     Non-strategic Business

•     Other

Our business segments are described below.

(1)	Excludes non-strategic business.
(2)	Adjusted EBITDA is a Non-GAAP financial measure. Please see “Non-GAAP Financial Measures” and “Summary Consolidated<br>Financial Data and Other Information—Non-GAAP Financial Measures—Reconciliation of Net Income Attributable to KBR to<br>EBITDA and Adjusted EBITDA” for more information.
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(3)	Excludes non-strategic business. Backlog is our estimate of the U.S. dollar amount of future revenues we expect to realize<br>as a result of performing work on contracts.
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(4)	On August 6, 2020, we announced our plan to transform to a two-operating segment business model—Government Solutions<br>and Technology Solutions—from a three-operating segment model. The Technology Solutions segment will enhance our portfolio<br>with highly synergistic elements of the Energy Solutions segment. The remainder of Energy Solutions will be exited.
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GovernmentSolutions (“GS”).   Our GS business segment provides full life-cycle support solutions to defense, space, aviation and other programs and missions for military and other government agencies in the U.S., U.K. and Australia. KBR services cover the full spectrum from research and development, through systems engineering, test and evaluation, systems integration and program management, to operations support, maintenance and field logistics.

TechnologySolutions (“TS”).   Our TS business segment combines KBR’s proprietary technologies, equipment and catalyst supply, digital solutions and associated knowledge-based services into a global business for refining, petrochemicals, inorganic and specialty chemicals as well as gasification, syngas, ammonia, nitric acid and fertilizers. Our TS business segment has led the way in the development of advanced digital and proprietary tools. From early planning through scope definition, advanced technologies and project life-cycle support, our TS business segment works closely with customers to provide what we believe is the optimal approach to maximize their return on investment. Licensing and engineering/design services are typically provided during the front-end planning stage of both green- and brown-field capital projects, and proprietary equipment is delivered and installed as part of facility construction. Catalysts, or process consumables designed to drive process performance, efficiency and reliability, are delivered for start-up and are subsequently replenished, as needed.

EnergySolutions (“ES”).   Our ES business segment provides full life-cycle support solutions across the upstream, midstream and downstream energy markets. Recent global events and the associated market disruptions, especially in the energy sector, have accelerated KBR’s transition to becoming a solutions-oriented business. KBR has discontinued pursuing lump-sum engineering, procurement and construction and commoditized services.

We have initiated a strategic transition from our current three-core business segment business model to a two-core business segment model comprised of Government Solutions and Technology Solutions business. This transition will continue to occur over the remainder of 2020. The new Technology Solutions segment is anchored by our innovative, proprietary process technologies. It will also include our highly synergistic advisory practice focused on energy transition and net-zero energy consumption ambitions, as well as our technology-led industrial solutions focused on innovative digital operations and maintenance (“O&M”) solutions and advanced capabilities to improve operations, reliability and environmental sustainability. We believe that infusing high-end, sustainability expertise, client relationships and innovative, technology-led O&M solutions into Technology Solutions will increase resilience, generate new opportunities, simplify our business model and position us to deliver our offerings across a broader industrial base.

Non-strategicBusiness.   Our Non-strategic Business segment represents the operations or activities we determine are no longer core to our business strategy and that we have exited or intend to exit upon completion of existing contracts. As of December 31, 2019, all Non-strategic Business projects are substantially complete. Current activities in this business segment primarily relate to final project close-out, negotiation and settlement of claims, joint venture liquidation and various other matters associated with these projects.

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

Significant Customers

We provide services to a diverse customer base, including:

•     domestic and foreign governments;

•     international energy companies and national oil companies;

•     independent refiners;

•     petrochemical and fertilizer producers;

•     developers; and

•     manufacturers.

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We generate significant revenues within our GS business segment from key U.S. government customers including U.S. DoD and NASA, and from the U.K. government. No other customers represented 10% or more of consolidated revenues in any of the periods presented. The following table summarizes our revenues from U.S. and U.K. government agencies.

	Year Ended December 31,
($ in millions)	2019				2018				2017
U.S. government (all agencies)	$	3,014	53	%	$	2,610	53	%	$	1,914	46	%
U.K. government (all agencies)	$	659	12	%	$	622	13	%	$	66	2	%

Industry

Government Market Overview

The U.S. defense budget funds a national security strategy that continues the restoration of military readiness, furthers a national security strategy to confront near peer and other threats around the world, enhances the DoD’s cybersecurity strategy and cyber warfare capabilities, establishes the U.S. Space Force under the U.S. Air Force, and directs innovation to meet long-range emerging threats. The budget includes a number of measures to strengthen emerging technologies including cyber-science and technologies, artificial intelligence, directed energy, hypersonics, and emerging biotechnologies.

Internationally, our Government Solutions work is performed primarily for the U.K. MoD and the Australian Department of Defence. A significant majority of our work in the U.K. is contracted through long-term privately financed initiatives (PFIs) that are expected to provide stable, predictable earnings and cash flow over the program life, with our largest PFI extending through 2041. The Australian government continues to increase defense spending, with particular focus on enhancing regional security, building defense capabilities, strengthening cyber defenses and promoting broader economic stability.

With defense and civil budgets driven in part by political instability, military conflicts, aging platforms and infrastructure and the need for technology upgrades, we expect continued opportunities to provide solutions and technologies to mission critical work aligned with our customers’ priorities.

(1)            OCO refers to Overseas Contingency Operations. Total Base refers to all non-OCO.

Source: Company sponsored/commissioned third-party research.

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Industrial Market Overview

Demand for our technologies, solutions and services is highly correlated to the level of capital and operating expenditures of our customers and prevailing market conditions. While recent volatility in commodity prices has resulted in many companies taking steps to defer or suspend capital expenditures, long-range industrial market fundamentals are supported by global population growth and acceleration of demand for energy transition and renewable energy sources for which momentum and investment continue, even amidst COVID-19, as clients advance important objectives around decarbonization, energy efficiency and climate change.

Recent Developments

Centauri Acquisition

On August 17, 2020, KBR Wyle Services, LLC (“KBR Sub”), a Delaware limited liability company and our wholly-owned subsidiary, agreed to acquire Centauri Platform Holdings, LLC, a Delaware limited liability company (“Centauri”), pursuant to an Agreement and Plan of Merger (the “Acquisition Agreement”) by and among KBR Sub, Astrid Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of KBR Sub (“Merger Sub”), Centauri and Centauri ACP Holdings, LLC, in its capacity as representative for the Equityholders (as defined in the Acquisition Agreement). Upon the terms and subject to the conditions set forth in the Acquisition Agreement, Merger Sub will merge with and into Centauri, with Centauri continuing as the surviving company and a wholly-owned subsidiary of KBR Sub (the “Centauri Acquisition”). The aggregate consideration to be paid in the Centauri Acquisition by KBR Sub to the sole member of Centauri and equityholders of Centauri Holdings Parent, LLC, a Delaware limited liability company and direct subsidiary of Centauri (“CHP”), and holders of vested options of CHP, is $827 million, subject to certain working capital, net debt and other adjustments set forth in the Acquisition Agreement.

Centauri is a technology-driven company that provides high-end engineering and development solutions for critical, well-funded, national security missions associated with space, intelligence, cyber and emerging technologies, such as directed energy and missile defense. Centauri has achieved significant growth over the last four years, becoming a leading pure-play space and intelligence solutions provider and benefitting from its highly cleared and technical workforce, space domain awareness and a customer-focused footprint of classified operations. Centauri has a substantial and growing pipeline of opportunities in Department of Defense and intelligence programs that benefit from bipartisan support. Headquartered in Chantilly, Virginia with 22 offices across the United States, Centauri has more than 1,750 employees, a majority of which have special access clearances and half of whom have advanced degrees.

We expect the Centauri Acquisition to be transformative for KBR. We expect that the Centauri Acquisition will significantly expand our military space and intelligence businesses and build on our already strong cybersecurity and missile defense solutions. KBR and Centauri possess complementary and established customer relationships supported by recurring contracts serving some of the U.S. government’s most important, challenging and complex missions. KBR expects to benefit from a more balanced and more differentiated portfolio that is resilient across business cycles and poised for continued growth in attractive, high-priority domains. The transaction builds on KBR’s previous strategic acquisitions and successful integrations of Wyle, Honeywell Technology Solutions and Stinger Ghaffarian Technologies, and creates a combined platform with extensive expertise in civil, military, intelligence and commercial space solutions.

Strategic and Financial Benefits of the Centauri Acquisition

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Creates a Leader in Civil, Military, Intelligence and Commercial Space Solutions.   Centauri is<br>at the forefront of military and intelligence space systems engineering and development, bringing increased scale and complementary<br>expertise to KBR’s existing capabilities in space system design, development, test, launch and operations, and creating a<br>leader in end-to-end space solutions. This is entirely consistent with the United States Space Force strategy to converge capabilities<br>across the military, civil, and commercial domains to achieve space superiority goals consistent with the U.S. National Security<br>Strategy.

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•	Establishes a Highly Complementary Technology-Focused Platform with Resilient Cash Generation.   For<br>the twelve month period ended June 30, 2020, we estimate that Centauri generated approximately $555 million of revenue<br>and approximately $50 million of Adjusted EBITDA. Centauri’s high-growth and low-capital intensity platform aligns well<br>with KBR’s cash generative business model and expands KBR into new, adjacent vectors with minimal overlap with KBR’s<br>heritage business.
•	Compelling Long-Term Growth Opportunities Supported by Strong Revenue Synergies.   We believe that KBR<br>is well-positioned to extend Centauri’s track record of double-digit growth, benefitting from significant revenue synergies<br>in attractive and growing federal sectors aligned with DoD and intelligence priorities that benefit from bipartisan support.
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•	Shared Culture Focused on People and Dedication to the Mission.   KBR and Centauri employees share values<br>centered on integrity, empowerment, transparency and accountability. With approximately 75% of Centauri’s 1,750 employees<br>holding high level security clearances and half having doctoral and/or masters level degrees, the combined organization and its<br>employees will be especially equipped to support the most demanding challenges from its customers.
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•	Aligned with the Most Strategically Important Priorities Across Space and Missile Defense.    With funding<br>shifting to address evolving threats, the updated U.S. Defense Space Strategy focuses on three objectives that the combined company<br>will be well-suited to help advance: maintain superiority in space; ensure stability in space; and provide space support to U.S.<br>and allied military operations.
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The estimated historical revenue and Adjusted EBITDA for Centauri described above are based on the books and records available to us and no accounting firm has audited, reviewed, compiled, examined or performed any procedures with respect to such estimated results. The estimated results are presented for informational purposes only and do not purport to represent the results of operations had Centauri been acquired by us at the beginning the period presented, or project the results for any future date or period. As a result, prospective investors should exercise caution in relying on this information and not place undue reliance thereon.

Accounts Receivable Facility

Concurrently with the closing of this offering, we expect to enter into a new accounts monetization program (“the Receivables Facility”) by executing a Master Accounts Receivable Purchase Agreement (the “Receivable Purchase Agreement”) with MUFG Bank, Ltd. (“MUFG”), pursuant to which we will sell certain designated eligible receivables to MUFG. The program is expected to be a one-year program that would automatically renew annually for a period of 364 days unless either party provides notice of its intention to terminate the facility. The Receivable Purchase Agreement will provide for up to $150 million in funding based on the availability of eligible receivables and the satisfaction of certain conditions. The facility limit may be reduced or increased from time to time pursuant to the terms of the Receivable Purchase Agreement. These transactions are accounted for as sales and supported by a legal true-sale opinion and result in a reduction in accounts receivable because the agreements transfer effective control over and risk related to the receivable to the purchaser.

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THE TRANSACTIONS

Centauri Acquisition

On August 17, 2020, KBR Sub agreed to acquire Centauri pursuant to the Acquisition Agreement. Upon the terms and subject to the conditions set forth in the Acquisition Agreement, Merger Sub will merge with and into Centauri, with Centauri continuing as the surviving company and a wholly-owned subsidiary of KBR Sub. Centauri provides high-end engineering and development solutions for critical, well-funded, national security missions associated with space, intelligence, cyber, and emerging technologies such as directed energy and missile defense. The aggregate consideration to be paid in the Centauri Acquisition by KBR Sub to the sole member of Centauri and equityholders of CHP, and holders of vested options of CHP, is $827 million, subject to certain working capital, net debt and other adjustments set forth in the Acquisition Agreement.

We expect to complete the Centauri Acquisition during the fourth quarter of 2020, subject to the satisfaction or waiver of all of the closing conditions to the transaction (other than conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions at such time). The closing of the Centauri Acquisition is conditioned upon, among other things, (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii) other usual and customary closing conditions. This offering is not conditioned upon the completion of the Centauri Acquisition, but if we do not successfully complete the Centauri Acquisition on or prior to the Outside Date, or if the Acquisition Agreement is terminated prior to our completion of the Centauri Acquisition, then we will redeem all of the notes at a price equal to 100% of the principal amount of the notes of the applicable series, plus accrued and unpaid interest to the redemption date.

Accounts Receivable Facility

Concurrently with the closing of this offering, we expect to enter into a new accounts monetization program (“the Receivables Facility”) by executing a Master Accounts Receivable Purchase Agreement (the “Receivable Purchase Agreement”) with MUFG Bank, Ltd. (“MUFG”), pursuant to which we will sell certain designated eligible receivables to MUFG. The program is expected to be a one year program that would automatically renew annually for a period of 364 days unless either party provides notice of its intention to terminate the facility. The Receivable Purchase Agreement will provide for up to $150 million in funding based on the availability of eligible receivables and the satisfaction of certain conditions. The facility limit may be reduced or increased from time to time pursuant to the terms of the Receivable Purchase Agreement. These transactions are accounted for as sales and supported by a legal true-sale opinion and result in a reduction in accounts receivable because the agreements transfer effective control over and risk related to the receivable to the purchaser.

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Exhibit99.2

KBR, Inc. Announces Launch of $250 Millionin Senior Unsecured Notes

HOUSTON, Texas –September 15, 2020 – KBR, Inc. (NYSE: KBR) (“KBR”), a global provider of differentiated technologies, professional services and solutions across the asset and program life cycle within the government services and technology sectors, announced today that it intends to commence, subject to market and customary conditions, a private offering of $250.0 million aggregate principal amount of senior unsecured notes due 2028 (the “Notes”).

KBR intends to use the net proceeds from the offering of Notes to finance a portion of the purchase price for the previously announced acquisition of Centauri Platform Holdings, LLC (“Centauri”) and pay related fees and expenses, with any remaining net proceeds being used for general corporate purposes. The Notes will be senior unsecured obligations of KBR.

The Notes and the related guarantees are being offered and sold to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered for sale under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the applicable private offering memorandum.

About KBR, Inc.

KBR is a global provider of differentiated professional services and solutions across the asset and program life cycle within the government services and technology sectors. KBR employs approximately 28,000 people worldwide with customers in more than 80 countries and operations in 40 countries.

KBR is proud to work with its customers across the globe to provide technology, value-added services, and long- term operations and maintenance services to ensure consistent delivery with predictable results. At KBR, We Deliver.

Cautionary Note Regarding Forward Looking Statements

The statements in this press release that are not historical statements, including statements regarding KBR’s planned offering, the use of the net proceeds from the planned offering, and KBR’s pending acquisition of Centauri, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond the company’s control that could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: the significant adverse impacts on economic and market conditions of the COVID-19 pandemic; the company’s ability to respond to the challenges and business disruption presented by the COVID-19 pandemic; the recent dislocation of the global energy market; the company’s ability to realize cost savings and efficiencies relating to the streamlining of its Energy Solutions business; the company’s ability to manage its liquidity; the company’s ability to continue to generate anticipated levels of revenue, profits and cash flow from operations during the COVID-19 pandemic and any resulting economic downturn; the outcome of and the publicity surrounding audits and investigations by domestic and foreign government agencies and legislative bodies; potential adverse proceedings by such agencies and potential adverse results and consequences from such proceedings; the scope and enforceability of the company’s indemnities from its former parent; changes in capital spending by the company’s customers, including as a result of the COVID-19 pandemic; the company’s ability to obtain contracts from existing and new customers and perform under those contracts; structural changes in the industries in which the company operates; escalating costs associated with and the performance of fixed-fee projects and the company’s ability to control its cost under its contracts; claims negotiations and contract disputes with the company’s customers; changes in the demand for or price of oil and/or natural gas; protection of intellectual property rights; compliance with environmental laws; changes in government regulations and regulatory requirements; compliance with laws related to income taxes; unsettled political conditions, war and the effects of terrorism; foreign operations and foreign exchange rates and controls; the development and installation of financial systems; increased competition for employees; the ability to successfully complete and integrate acquisitions; and operations of joint ventures, including joint ventures that are not controlled by the company.

KBR’s most recently filed Annual Report on Form 10-K, any subsequent Form 10-Qs and 8-Ks, and other U.S. Securities and Exchange Commission filings discuss some of the important risk factors that KBR has identified that may affect KBR’s business, results of operations and financial condition. Except as required by law, KBR undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

For further information, please contact:

Investors

Alison Vasquez

Vice President, Investor Relations

713-753-5082

Investors@kbr.com

Media

Philip Ivy

Vice President, Global Communications

713-753-3800

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