Kbr, Inc 10-Q for FY2024 Q2
Kbr, Inc. (KBR)
10-Q
2024-07-24
For: 2024-06-28
View Original
Added on
April 11, 2026
About this 10-Q
Kbr, Inc filed this 10-Q on July 24, 2024, covering the quarter ended June 28, 2024 (FY2024 Q2).
Headline figures
Quarter ended June 28, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.86B
- up 5.8% from $1.75B a year earlier
- Net income
- $106M
- compared with a net loss of $351M a year earlier
- Diluted EPS
- $0.79
- compared with -$2.60 a year earlier
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 June 28, 2024
OR
| 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
(Exact name of registrant as specified in its charter)
(State of incorporation) | (I.R.S. Employer Identification No.) | |||||||||||||
| (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 | ||||||
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.
| ☒ | 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 July 17, 2024, there were 133,050,180 shares of KBR, Inc. Common Stock, par value $0.001 per share, outstanding.
TABLE OF CONTENTS
| Page | |||||
Item 1. Financial Statements (Unaudited) | |||||
Condensed Consolidated Statements of Operations | |||||
2
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.
3
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 | |||||||
| AOCL | Accumulated other comprehensive loss | |||||||
| ASC | Accounting Standards Codification | |||||||
| Aspire Defence | Aspire Defence Limited | |||||||
| ASU | Accounting Standards Update | |||||||
AUKUS | The Trilateral Security Partnership between Australia, the U.K. and the U.S. | |||||||
| C5ISR | Command, Control, Communications, Computers, Cyber, Intelligence, Surveillance and Reconnaissance | |||||||
| CAS | Cost Accounting Standards for U.S. government contracts | |||||||
| DCAA | Defense Contract Audit Agency | |||||||
| DCMA | Defense Contract Management Agency | |||||||
| DoD | Department of Defense | |||||||
| ESPP | Employee Stock Purchase Plan | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended | |||||||
| FAR | Federal Acquisition Regulation | |||||||
| FASB | Financial Accounting Standards Board | |||||||
| FKTC | First Kuwaiti Trading Company | |||||||
| GS | Government Solutions | |||||||
| IRS | Internal Revenue Service | |||||||
| JKC | JKC Australia LNG, an Australian joint venture executing the Ichthys LNG Project | |||||||
| LNG | Liquefied natural gas | |||||||
| MD&A | Management's Discussion and Analysis of Financial Condition and Results of Operations | |||||||
| MoD | Ministry of Defence | |||||||
| NASA | National Aeronautics and Space Administration | |||||||
| NCI | Noncontrolling interests | |||||||
| 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 | |||||||
| SOFR | Secured Overnight Financing Rate | |||||||
| SONIA | 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 | |||||||
4
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 | Six Months Ended | ||||||||||||||||||||||
| June 28, | June 30, | June 28, | June 30, | ||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues | ( | ( | ( | ( | |||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
Equity in earnings of unconsolidated affiliates | |||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Legal settlement of legacy matter | ( | ( | |||||||||||||||||||||
| Gain on disposition of assets and investments | |||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Charges associated with Convertible Notes | ( | ( | |||||||||||||||||||||
Other non-operating expense | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||
Less: Net income attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income (loss) attributable to KBR | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Net income (loss) attributable to KBR per share | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Cash dividends declared per share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
KBR, Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In millions)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 28, | June 30, | June 28, | June 30, | ||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
Foreign currency translation adjustments | ( | ||||||||||||||||||||||
Pension and post-retirement benefits | ( | ( | |||||||||||||||||||||
Changes in fair value of derivatives | |||||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||
| Income tax (expense) benefit: | |||||||||||||||||||||||
Pension and post-retirement benefits | |||||||||||||||||||||||
Changes in fair value of derivatives | ( | ( | ( | ||||||||||||||||||||
Income tax (expense) benefit | ( | ||||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to KBR | $ | $ | ( | $ | $ | ( | |||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
6
KBR, Inc.
Condensed Consolidated Balance Sheets
(In millions, except share data)
| June 28, | December 29, | ||||||||||
| 2024 | 2023 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Contract assets | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant, and equipment, net of accumulated depreciation of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
Intangible assets, net of accumulated amortization of $ | |||||||||||
| Equity in and advances to unconsolidated affiliates | |||||||||||
| Deferred income taxes | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Contract liabilities | |||||||||||
| Accrued salaries, wages and benefits | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Employee compensation and benefits | |||||||||||
| Income tax payable | |||||||||||
| Deferred income taxes | |||||||||||
| Long-term debt | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and Contingencies (Notes 5, 10 and 11) | |||||||||||
| KBR shareholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| PIC | |||||||||||
| Retained earnings | |||||||||||
Treasury stock, | ( | ( | |||||||||
| AOCL | ( | ( | |||||||||
| Total KBR shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
7
KBR, Inc.
Condensed Consolidated Statements of Shareholders' Equity
(In millions, except for per share data)
(Unaudited)
| Dollars in millions | Total | PIC | Retained Earnings | Treasury Stock | AOCL | NCI | |||||||||||||||||||||||||||||
| Balance at March 29, 2024 | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends declared to shareholders ($ | ( | — | ( | — | — | — | |||||||||||||||||||||||||||||
| Repurchases of common stock | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||
| Other | — | — | ( | — | |||||||||||||||||||||||||||||||
Net income | — | — | — | ||||||||||||||||||||||||||||||||
Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at June 28, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Dollars in millions | Total | PIC | Retained Earnings | Treasury Stock | AOCL | NCI | |||||||||||||||||||||||||||||
| Balance at December 29, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock issued upon exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends declared to shareholders ($ | ( | — | ( | — | — | — | |||||||||||||||||||||||||||||
| Repurchases of common stock | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Issuance of ESPP shares | — | — | — | ||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||
| Other | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
Net income | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at June 28, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
8
| Dollars in millions | Total | PIC | Retained Earnings | Treasury Stock | AOCL | NCI | |||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock issued upon exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends declared to shareholders ($ | ( | — | ( | — | — | — | |||||||||||||||||||||||||||||
| Repurchases of common stock | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Convertible Notes Transactions | — | — | — | — | |||||||||||||||||||||||||||||||
| Other | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Net income (loss) | ( | — | ( | — | — | ||||||||||||||||||||||||||||||
Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Dollars in millions | Total | PIC | Retained Earnings | Treasury Stock | AOCL | NCI | |||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock issued upon exercise of stock options | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends declared to shareholders ($ | ( | — | ( | — | — | — | |||||||||||||||||||||||||||||
| Repurchases of common stock | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Issuance of ESPP shares | — | — | — | ||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||
| Convertible Notes Transactions | — | — | — | — | |||||||||||||||||||||||||||||||
| Other | — | — | ( | — | |||||||||||||||||||||||||||||||
| Net income (loss) | ( | — | ( | — | — | ||||||||||||||||||||||||||||||
Other comprehensive income, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
9
KBR, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
| Six Months Ended | |||||||||||
| June 28, | June 30, | ||||||||||
| 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Charges associated with Convertible Notes | |||||||||||
| Legal settlement of legacy matter | |||||||||||
| Depreciation and amortization | |||||||||||
Equity in earnings of unconsolidated affiliates | ( | ( | |||||||||
| Deferred income tax | |||||||||||
| Gain on disposition of assets | ( | ||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable, net of allowance for credit losses | ( | ( | |||||||||
| Contract assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Contract liabilities | ( | ||||||||||
| Accrued salaries, wages and benefits | |||||||||||
| Payments on operating lease obligation | ( | ( | |||||||||
| Payments from unconsolidated affiliates, net | |||||||||||
| Distributions of earnings from unconsolidated affiliates | |||||||||||
| Pension funding | ( | ( | |||||||||
| Other assets and liabilities | ( | ( | |||||||||
| Total cash flows provided by operating activities | $ | $ | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | $ | ( | $ | ( | |||||||
| Proceeds from sale of assets or investments | |||||||||||
| Return of (investments in) equity method joint ventures, net | |||||||||||
| Funding in other investment | ( | ||||||||||
| Other | ( | ||||||||||
| Total cash flows provided by (used in) investing activities | $ | $ | ( | ||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings on long-term debt | $ | $ | |||||||||
Borrowings on Revolver | |||||||||||
| Payments on short-term and long-term debt | ( | ( | |||||||||
| Payments on Revolver | ( | ( | |||||||||
| Payments on settlement of warrants | ( | ( | |||||||||
| Proceeds from the settlement of note hedge | |||||||||||
| Payments to settle Convertible Notes | ( | ||||||||||
| Debt issuance costs | ( | ||||||||||
| Payments of dividends to shareholders | ( | ( | |||||||||
| Payments to reacquire common stock | ( | ( | |||||||||
| Other | ( | ||||||||||
| Total cash flows used in financing activities | $ | ( | $ | ( | |||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flows information: | |||||||||||
| Noncash financing activities | |||||||||||
| Dividends declared | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
10
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 2023 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 June 28, 2024, the results of our operations for the three and six months ended June 28, 2024 and June 30, 2023, respectively, and our cash flows for the six months ended June 28, 2024 and June 30, 2023, respectively. Our significant accounting policies are detailed in "Note 1. Significant Accounting Policies" of our 2023 Annual Report on Form 10-K. The Company's fiscal year ends on the Friday closest to December 31. The three months ended June 28, 2024 and June 30, 2023 contained 91 days. The six months ended June 28, 2024 and June 30, 2023 contained 182 days and 181 days, respectively.
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
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 two core business segments, Government Solutions and Sustainable Technology Solutions and one 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, C5ISR, cyber analytics, space domain awareness, test and evaluation, systems integration and program management, global supply chain management, operations readiness and support and professional advisory services across the defense, renewable energy and critical infrastructure sectors.
Sustainable Technology Solutions. Our Sustainable Technology Solutions business segment is anchored by our portfolio of over 80 innovative, proprietary, sustainability-focused process technologies that accelerate and enable energy transition across the industrial base in four primary verticals: ammonia/syngas, chemical/petrochemicals, clean refining and circular process/circular economy solutions. STS also provides highly synergistic services including advisory and consulting focused on broad-based energy transition and net-zero carbon emission solutions, high-end engineering, design and program management centered around decarbonization, energy security, energy efficiency, environmental impact and asset optimization, as well as our digitally-enabled operating and monitoring solutions. Through early planning and scope definition, advanced technologies and facility life-cycle 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.
11
Operations by Reportable Segment
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 28, | June 30, | June 28, | June 30, | ||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Dollars in millions | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Government Solutions | $ | $ | $ | $ | |||||||||||||||||||||||||
| Sustainable Technology Solutions | |||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||||||||
| Government Solutions | $ | $ | ( | $ | $ | ||||||||||||||||||||||||
| Sustainable Technology Solutions | |||||||||||||||||||||||||||||
| Other | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total operating income | $ | $ | $ | $ | |||||||||||||||||||||||||
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 | Six Months Ended | ||||||||||||||||||||||
| June 28, | June 30, | June 28, | June 30, | ||||||||||||||||||||
| Dollars in millions | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Government Solutions | |||||||||||||||||||||||
| Science & Space | $ | $ | $ | $ | |||||||||||||||||||
| Defense & Intel | |||||||||||||||||||||||
| Readiness & Sustainment | |||||||||||||||||||||||
| International | |||||||||||||||||||||||
| Total Government Solutions | |||||||||||||||||||||||
| Sustainable Technology Solutions | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Government Solutions revenue earned from key U.S. government customers includes U.S. DoD agencies and NASA 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.
12
Revenue by geographic destination was as follows:
| Three Months Ended June 28, 2024 | Six Months Ended June 28, 2024 | |||||||||||||||||||||||||||||||||||||
Total by Countries/Regions Dollars in millions | Government Solutions | Sustainable Technology Solutions | Total | Government Solutions | Sustainable Technology Solutions | Total | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||||||||||||||
| Middle East | ||||||||||||||||||||||||||||||||||||||
| Australia | ||||||||||||||||||||||||||||||||||||||
| Africa | ||||||||||||||||||||||||||||||||||||||
| Asia | ||||||||||||||||||||||||||||||||||||||
| Other countries | ||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2023 | Six Months Ended June 30, 2023 | |||||||||||||||||||||||||||||||||||||
Total by Countries/Regions Dollars in millions | Government Solutions | Sustainable Technology Solutions | Total | Government Solutions | Sustainable Technology Solutions | Total | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||||||||||||||
| Middle East | ||||||||||||||||||||||||||||||||||||||
| Australia | ||||||||||||||||||||||||||||||||||||||
| Africa | ||||||||||||||||||||||||||||||||||||||
| Asia | ||||||||||||||||||||||||||||||||||||||
| Other countries | ||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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 June 28, 2024 | Six Months Ended June 28, 2024 | |||||||||||||||||||||||||||||||||||||
| Dollars in millions | Government Solutions | Sustainable Technology Solutions | Total | Government Solutions | Sustainable Technology Solutions | Total | ||||||||||||||||||||||||||||||||
| Cost Reimbursable | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Time-and-Materials | ||||||||||||||||||||||||||||||||||||||
| Fixed Price | ||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2023 | Six Months Ended June 30, 2023 | |||||||||||||||||||||||||||||||||||||
| Dollars in millions | Government Solutions | Sustainable Technology Solutions | Total | Government Solutions | Sustainable Technology Solutions | Total | ||||||||||||||||||||||||||||||||
| Cost Reimbursable | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Time-and-Materials | ||||||||||||||||||||||||||||||||||||||
| Fixed Price | ||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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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 $23 million and $3 million for the three months ended June 28, 2024 and June 30, 2023 and $31 million and $8 million for the six months ended June 28, 2024 and June 30, 2023, respectively.
On June 28, 2024, we had $12.8 billion of transaction price allocated to remaining performance obligations. We expect to recognize approximately 39 % of our remaining performance obligations as revenue within one year , 36 % in years two through five and 25 % thereafter. Revenue associated with our remaining performance obligations to be recognized beyond one year includes performance obligations primarily related to the Aspire Defence project, which has contract terms extending through 2041. Remaining performance obligations do not include variable consideration that was determined to be constrained as of June 28, 2024.
We recognized revenue of $225 million and $164 million for the six months ended June 28, 2024 and June 30, 2023, respectively, which was previously included in the contract liability balance at the beginning of each period.
Accounts Receivable
| June 28, | December 29, | ||||||||||||||||||||||
| Dollars in millions | 2024 | 2023 | |||||||||||||||||||||
| Unbilled | $ | $ | |||||||||||||||||||||
| Trade & other | |||||||||||||||||||||||
| Accounts receivable | $ | $ | |||||||||||||||||||||
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Note 4. 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, new acquisitions and joint ventures, general cash needs or distribution to us without approval of the board of directors of the respective entities. The cash and cash equivalents held in consolidated joint ventures and the Aspire project are expected to be used for their respective project costs and distributions of earnings.
The components of our cash and cash equivalents balance are as follows:
| June 28, 2024 | |||||||||||||||||
| Dollars in millions | International (a) | Domestic (b) | Total | ||||||||||||||
| Operating cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Short-term investments (c) | |||||||||||||||||
| Cash and cash equivalents held in consolidated joint ventures and Aspire Defence subcontracting entities (d) | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| December 29, 2023 | |||||||||||||||||
| Dollars in millions | International (a) | Domestic (b) | Total | ||||||||||||||
| Operating cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Short-term investments (c) | |||||||||||||||||
| Cash and cash equivalents held in consolidated joint ventures and Aspire Defence subcontracting entities (d) | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
(a)Includes deposits held by non-U.S. entities with operating 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 5. 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:
| Six Months Ended | |||||||||||
| June 28, | June 30, | ||||||||||
| Dollars in millions | 2024 | 2023 | |||||||||
Amounts included in project estimates-at-completion at beginning of fiscal year | $ | $ | |||||||||
Net increase in project estimates | |||||||||||
| Ending balance of amounts included in project estimates-at-completion | $ | $ | |||||||||
| Amounts recognized over time based on progress | $ | $ | |||||||||
The balance as of June 28, 2024 relates to projects in our Government Solutions segment.
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Changes in 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, including any new or ongoing disputes with our business partners and others in our supply chain. 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.
Note 6. 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:
| Six Months Ended | Year ended | ||||||||||
| June 28, | December 29, | ||||||||||
| 2024 | 2023 | ||||||||||
| Dollars in millions | |||||||||||
| Beginning balance | $ | $ | |||||||||
Equity in earnings of unconsolidated affiliates (a) | |||||||||||
| Distributions of earnings of unconsolidated affiliates (b) | ( | ( | |||||||||
| Payments from unconsolidated affiliates, net | ( | ( | |||||||||
Return of investments in equity method investment, net (c) | ( | ( | |||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Other (d) | |||||||||||
| Ending balance | $ | $ | |||||||||
(a)The equity in earnings of unconsolidated affiliates in 2024 and 2023 is related to normal activities within our other joint ventures.
(b)In the normal course of business, our joint ventures will declare a distribution in the current quarter that is not paid until the subsequent quarter. As such, the distributions declared during the current quarter may not agree to the distributions of earnings from unconsolidated affiliates on our condensed consolidated statements of cash flows.
(c)For the six months ended June 28, 2024, we received a return of investment from JKC of approximately $36 million related to our proportionate share of a tax refund. During the year ended December 29, 2023, we received a return of investment from JKC of approximately $61 million related to the second payment received from the Subcontractor Settlement Agreement.
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 three and six months ended June 28, 2024 our revenues included $171 million and $344 million and for the three and six months ended June 30, 2023 included $129 million and $253 million, respectively, related to the services we provided primarily to the Aspire Defence Limited joint venture within our GS business segment and a joint venture within our STS business segment.
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Amounts included in our condensed consolidated balance sheets related to services we provided to our unconsolidated joint ventures as of June 28, 2024, and December 29, 2023 are as follows:
| June 28, | December 29, | ||||||||||
| Dollars in millions | 2024 | 2023 | |||||||||
| Accounts receivable, net of allowance for credit losses | $ | $ | |||||||||
| Contract liabilities | $ | $ | |||||||||
Note 7. Retirement Benefits
We have two frozen defined benefit pension plans in the U.S., one frozen and one active plan in the U.K. and one frozen plan in Germany. The components of net periodic pension benefit related to the frozen U.K. pension for the three and six months ended June 28, 2024 and June 30, 2023, respectively, were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 28, | June 30, | June 28, | June 30, | ||||||||||||||||||||||||||
| Dollars in millions | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||||
| Components of net periodic pension benefit | |||||||||||||||||||||||||||||
| Interest cost | $ | $ | $ | $ | |||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||
| Recognized actuarial loss | |||||||||||||||||||||||||||||
| Net periodic pension benefit | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
Note 8. Debt and Other Credit Facilities
Our outstanding debt consisted of the following at the dates indicated:
| Dollars in millions | June 28, 2024 | December 29, 2023 | ||||||||||||
| Term Loan A | $ | $ | ||||||||||||
| Term Loan B | ||||||||||||||
| Senior Notes | ||||||||||||||
| Revolver | ||||||||||||||
| Unamortized debt issuance costs and discounts | ( | ( | ||||||||||||
| Total debt | ||||||||||||||
| Less: current portion | ||||||||||||||
| Total long-term debt, net of current portion | $ | $ | ||||||||||||
Senior Credit Facility
Our existing Credit Agreement, dated as of April 25, 2018, as amended ("Credit Agreement"), consists of a $1 billion revolving credit facility (the "Revolver"), a Term Loan A ("Term Loan A") with debt tranches denominated in U.S. dollars and British pound sterling and a Term Loan B ("Term Loan B" and together with the Revolver and Term Loan A, the "Senior Credit Facility").
We entered into Amendment No. 11 to our Credit Agreement on January 19, 2024. This amendment provides for an incremental Term Loan B facility in an aggregate principal amount of $1 billion and extends the Term Loan B maturity date to January 2031. We borrowed the full $1 billion principal amount available under this loan. We received $24 million in cash
17
proceeds from this borrowing to pay accrued interest and financing fees, $501 million was applied to the outstanding principal under the Term Loan B facility and the remaining $475 million was applied to the outstanding principal under the Revolver. In addition, Amendment No.11 reduced the interest rate margin applicable to Term Loan B. During the three months ended June 28, 2024, $2 million in cash was paid on the outstanding Term Loan B principal.
We entered into Amendment No. 12 to our Credit Agreement on February 7, 2024. This amendment consolidated the USD denominated Term A-1, Term A-2 and Term A-4 loan facilities under our Credit Agreement into the amended USD denominated Term A-1 loan facility and continued the GBP denominated Term A-3 loan facility outstanding at December 29, 2023. During the six months ended June 28, 2024, $79 million in cash was paid on the outstanding Term Loan A principal and accrued interest and $20 million was applied to the Term Loan A principal using proceeds of a borrowing on our Revolver. Additionally, this amendment extended the maturity date of the $1 billion Revolver, amended Term A-1 loan facility and Term A-3 loan facility to February 2029.
We had cash borrowings of $168 million and cash repayments of $13 million on our Revolver that occurred during the six months ended June 28, 2024. The interest rates with respect to the Revolver, Term Loan A and Term Loan B are based on, at our option, the applicable adjusted reference rate plus an additional margin or base rate plus additional margin. Additionally, there is a commitment fee applicable to available amounts under the Revolver.
The details of the applicable margins and commitment fees under the amended Revolver and Term Loan A are based on our consolidated net leverage ratio as follows:
| Revolver and Term Loan A | ||||||||||||||||||||||||||
| Consolidated Net Leverage Ratio | Reference Rate (a) | Base Rate | Commitment Fee | |||||||||||||||||||||||
| Greater than or equal to 4.25 to 1.00 | % | % | % | |||||||||||||||||||||||
| Less than 4.25 to 1.00 but greater than or equal to 3.25 to 1.00 | % | % | % | |||||||||||||||||||||||
| Less than 3.25 to 1.00 but greater than or equal to 2.25 to 1.00 | % | % | % | |||||||||||||||||||||||
| Less than 2.25 to 1.00 but greater than or equal to 1.25 to 1.00 | % | % | % | |||||||||||||||||||||||
| Less than 1.25 to 1.00 | % | % | % | |||||||||||||||||||||||
(a)The reference rate for the Revolver and the U.S. dollar tranches of Term Loan A is SOFR plus 10 bps Credit Spread Adjustment and the British pound sterling tranche is SONIA plus 12 bps Credit Spread Adjustment.
The details of the applicable margins under the amended Term Loan B are based on our consolidated net leverage ratio as follows:
| Consolidated Net Leverage Ratio | Reference Rate (a) | Base Rate | ||||||||||||||||||
| Greater than or equal to 2.00 to 1.00 | % | % | ||||||||||||||||||
| Less than 2.00 to 1.00 | % | % | ||||||||||||||||||
Term Loan A provides for quarterly principal payments of 0.625 % of the aggregate principal amount commencing with the fiscal quarter ended March 31, 2022, increasing to 1.25 % starting with the quarter ending April 3, 2026. Term Loan B provides for quarterly principal payments of 0.25 % of the initial aggregate principal amounts that commenced with the fiscal quarter ended June 30, 2020. Term Loan A and the Revolver mature in February 2029 and Term Loan B matures in January 2031.
The Senior Credit Facility contains financial covenants providing for 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 4.25 to 1 in 2023, reducing to 4.00 to 1 in 2024 and thereafter. Our consolidated interest coverage ratio may not be less than 3.00 to 1 as of the last day of any fiscal quarter. As of June 28, 2024, we were in compliance with our financial covenants under our Senior Credit Facility.
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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. 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.
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. 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
Note 9. Income Taxes
The effective tax rate was approximately 27 % and (21 )% for the six months ended June 28, 2024 and June 30, 2023, respectively. The effective tax rate for the six months ended June 28, 2024 as compared to the U.S. statutory rate of 21%, was primarily affected by the rate differential on our foreign earnings and the impact of state and local taxes in the U.S. The effective tax rate for the six months ended June 30, 2023 was primarily impacted by the non-deductible portion of a legal settlement on a legacy matter and the non-deductible charge associated with the cash settlement method election and convertible notes repurchase in 2023.
The valuation allowance for deferred tax assets as of June 28, 2024 and December 29, 2023 was $147 million and $148 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, do not meet the more likely than not realization threshold. 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 $210 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 $976 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.
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Note 10. Commitments and Contingencies
We are a party to litigation and other proceedings that arise in the ordinary course of our business. 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.
Note 11. 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.
We accrued for probable and reasonably estimable unallowable costs associated with open government matters related to our GS business in the amounts of $35 million as of June 28, 2024 and $45 million as of December 29, 2023, 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 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 administratively closing the individual task orders issued under the contract. We continue to work with the U.S. government to resolve the issues to close the remaining task orders, which includes ongoing litigation of third-party vendor disputes. 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.
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 for 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 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. On January 5, 2023, FKTC filed a motion to vacate the arbitral award in the Eastern District of Virginia Federal District Court. KBR filed its response on February 2, 2023. On March 22, 2023, both parties presented oral arguments. On May 12, 2023, the District Court issued its order denying FKTC’s motion to vacate the arbitration award and confirming the award. On June 12, 2023, the parties
20
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Note 12. Accumulated Other Comprehensive Loss
Changes in AOCL, net of tax, by component
| Dollars in millions | Accumulated foreign currency translation adjustments | Accumulated pension liability adjustments | Changes in fair value of derivatives | Total | |||||||||||||||||||
| Balance at December 29, 2023 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Other comprehensive income (loss) adjustments before reclassifications | ( | ||||||||||||||||||||||
Amounts reclassified from AOCL | ( | ( | |||||||||||||||||||||
Net other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Balance at June 28, 2024 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Dollars in millions | Accumulated foreign currency translation adjustments | Accumulated pension liability adjustments | Changes in fair value of derivatives | Total | |||||||||||||||||||
| Balance at December 31, 2022 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Other comprehensive income adjustments before reclassifications | |||||||||||||||||||||||
Amounts reclassified from AOCL | ( | ( | |||||||||||||||||||||
Net other comprehensive income | |||||||||||||||||||||||
| Balance at June 30, 2023 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Reclassifications out of AOCL, net of tax, by component
| Six Months Ended | |||||||||||||||||
| June 28, | June 30, | ||||||||||||||||
| Dollars in millions | 2024 | 2023 | Affected line item on the Condensed Consolidated Statements of Operations | ||||||||||||||
| Accumulated pension liability adjustments | |||||||||||||||||
| Amortization of prior service cost | $ | $ | See (a) below | ||||||||||||||
| Recognized actuarial loss | ( | See (a) below | |||||||||||||||
Tax benefit | ( | Provision for income taxes | |||||||||||||||
Net pension and post-retirement benefits | $ | ( | $ | ( | Net of tax | ||||||||||||
| Changes in fair value for derivatives | |||||||||||||||||
Foreign currency hedge and interest rate swap settlements | $ | $ | Other non-operating expense | ||||||||||||||
Tax expense | ( | ( | Provision for income taxes | ||||||||||||||
Net changes in fair value of derivatives | $ | $ | Net of tax | ||||||||||||||
(a)This item is included in the computation of net periodic pension cost. See Note 7 "Retirement Benefits" to our condensed consolidated financial statements for further discussion.
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Note 13. Share Repurchases
Authorized Share Repurchase Program
On February 25, 2014, the Board of Directors authorized a plan to repurchase our outstanding shares of common stock, which replaced and terminated the August 26, 2011 share repurchase program. On February 19, 2024, the Board of Directors authorized $174 million of additional share repurchases to be added to the prior authorizations, which returned the total amount authorized and available for repurchase under the share repurchase program to $500 million. As of June 28, 2024, $354 million remained available for repurchase under this authorization. The authorization does not obligate us 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 our current and future cash flows and the authorization does not have an expiration date.
Withheld to Cover Program
We have in place a "withhold 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 | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 28, 2024 | June 28, 2024 | ||||||||||||||||||||||||||||||||||
| Number of Shares | Average Price per Share | Dollars in Millions | Number of Shares | Average Price per Share | Dollars in Millions | ||||||||||||||||||||||||||||||
| Repurchases under the authorized share repurchase program | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Withhold to cover shares | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||||||||
| June 30, 2023 | June 30, 2023 | ||||||||||||||||||||||||||||||||||
| Number of Shares | Average Price per Share | Dollars in Millions | Number of Shares | Average Price per Share | Dollars in Millions | ||||||||||||||||||||||||||||||
| Repurchases under the authorized share repurchase program | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Withhold to cover shares | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
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Note 14. Income (loss) per Share
Basic income (loss) per share is based upon the weighted average number of common shares outstanding during the period. Diluted 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 for all other instruments.
A summary of the basic and diluted net income (loss) per share calculations is as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 28, | June 30, | June 28, | June 30, | ||||||||||||||||||||
| Shares in millions | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Net income (loss) attributable to KBR: | |||||||||||||||||||||||
| Net Income (loss) attributable to KBR | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Less earnings allocable to participating securities | $ | $ | $ | ( | $ | ||||||||||||||||||
| Basic net income (loss) attributable to KBR | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted net income (loss) attributable to KBR | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic weighted average common shares outstanding | |||||||||||||||||||||||
| Stock options and restricted shares | |||||||||||||||||||||||
| Diluted weighted average common shares outstanding | |||||||||||||||||||||||
| Net income (loss) attributable to KBR per share: | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
For the three and six months ended June 28, 2024, the diluted net income (loss) attributable to KBR per share calculation excluded the following weighted-average potential common shares because their inclusion would have been anti-dilutive: 0.3
Due to our net loss position for the three and six months ended June 30, 2023, our 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 the three months ended June 30, 2023, the diluted net income (loss) attributable to KBR per share calculation excluded the following weighted-average potential common shares because their inclusion would have been anti-dilutive: 2.0 million related to the Convertible Debt, 12.6 million related to the Warrant Transactions and 1.5 million related to our stock options and restricted stock awards. For the six months ended June 30, 2023, the diluted net income (loss) attributable to KBR per share calculation excluded the following weighted-average potential common shares because their inclusion would have been anti-dilutive: 7.9 million related to the Convertible Debt, 13.2 million related to the Warrant Transactions and 1.6 million related to our stock options and restricted stock awards.
24
Note 15. 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. We utilize 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.
| June 28, 2024 | December 29, 2023 | ||||||||||||||||||||||||||||
| Dollars in millions | Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||||||||||
| Liabilities (including current maturities): | |||||||||||||||||||||||||||||
Term Loan A | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
Term Loan B | Level 2 | ||||||||||||||||||||||||||||
Senior Notes | Level 2 | ||||||||||||||||||||||||||||
| Revolver | Level 2 | ||||||||||||||||||||||||||||
| Derivative Liability - Warrants | Level 2 | ||||||||||||||||||||||||||||
The carrying value of the debt instruments listed above exclude debt issuance costs for the respective instrument. See Note 8 "Debt and Other Credit Facilities" for the debt issuance costs of our debt instruments and further discussion of our term loans, Senior Notes and Revolver. We paid the outstanding warrant derivative liability at December 29, 2023 of $33 million in 2024.
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 June 28, 2024, the gross notional value of our foreign currency exchange forwards and option contracts used to hedge balance sheet exposures was $32 million, all of which had durations of 16 days or less. The fair value of our balance sheet hedges are included in other current assets and other assets on our condensed consolidated balance sheets at June 28, 2024, and December 29, 2023. 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.
25
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 non-operating expense on our condensed consolidated statements of operations.
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 28, | June 30, | June 28, | June 30, | ||||||||||||||||||||
| Dollars in millions | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Balance Sheet Hedges - Fair Value | $ | $ | $ | ( | $ | ||||||||||||||||||
| Balance Sheet Position - Remeasurement | ( | ( | ( | ( | |||||||||||||||||||
| Net gain (loss) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Interest rate risk. We use interest rate swaps to reduce interest rate risk and to manage net interest expense by converting a portion of our variable rate debt under our Senior Credit Facility into fixed-rate debt. Our portfolio of interest rate swaps consists of the following:
| Dollars in millions | Notional Amount at June 28, 2024 | Pay Fixed Rate (Weighted Average) | Receive Variable Rate | Settlement and Termination | |||||||||||||||||||
| March 2020 Interest Rate Swaps | $ | % | Term SOFR | Monthly through January 2027 | |||||||||||||||||||
| September 2022 Interest Rate Swaps | $ | % | Term SOFR | Monthly through January 2027 | |||||||||||||||||||
| March 2023 Interest Rate Swaps | $ | % | Term SOFR | Monthly through January 2027 | |||||||||||||||||||
| March 2023 Amortizing Interest Rate Swaps | £ | % | Term SONIA | Monthly through November 2026 | |||||||||||||||||||
Our interest rate swaps are reported at fair value using Level 2 inputs. The fair value of the interest rate swaps at June 28, 2024 was a $47 million asset, of which $25 million is included in other current assets and $22 million is included in other assets. The unrealized net gain on these interest rate swaps was $47 million and is included in AOCL as of June 28, 2024. The fair value of the interest rate swaps at December 29, 2023, was a $36 million net asset, of which $24 million is included in other current assets, $18 million is included in other assets and $6 million is included in other liabilities. The unrealized net gains on these interest rate swaps was $36 million and is included in AOCL as of December 29, 2023.
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. During the six months ended June 28, 2024, we derecognized $1,555 million of accounts receivables from the balance sheet under these agreements, of which certain receivables totaling $1,534 million were sold under the MUFG 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 non-operating expense on the condensed consolidated statements of operations.
Activity for third-party financial institutions consisted of the following:
| Six Months Ended | |||||||||||
| Dollars in millions | June 28, 2024 | June 30, 2023 | |||||||||
| Beginning balance | $ | $ | |||||||||
| Sale of receivables | |||||||||||
| Settlement of receivables | ( | ( | |||||||||
| Cash collected, not yet remitted | ( | ||||||||||
| Outstanding balances sold to financial institutions | $ | $ | |||||||||
26
Note 16. Recent Accounting Pronouncements
New accounting pronouncements requiring implementation in future periods are discussed below.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. ASU 2023-07 will be effective for our 2024 fiscal year and for interim periods starting in our first quarter of fiscal year 2025. We expect this ASU to only impact our disclosures with no impacts to our results of operations, cash flows and financial condition.
Note 17. Subsequent Event
On July 16, 2024, we entered into a definitive agreement to acquire LinQuest Corporation. The base purchase price to be paid upon closing will be $745 million, subject to certain working capital, net debt and other customary adjustments. We expect to fund this acquisition with cash on hand and capacity under our Senior Credit Facility. The transaction is expected to be completed in the second half of 2024, subject to receipt of antitrust clearance and the satisfaction or waiver of other customary closing conditions.
LinQuest is an engineering, data analytics and digital integration company with a legacy of solving complex technical challenges for national security missions. They develop and integrate advanced technology solutions to meet the most challenging demands across space, air dominance and connected battlespace missions, including advanced AI and machine learning capabilities. LinQuest is a leader in supporting the U.S. Space Force, U.S. Air Force and other U.S. Department of Defense and intelligence agencies.
27
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 2023 Annual Report on Form 10-K.
Overview
KBR, Inc., a Delaware corporation ("KBR"), delivers science, technology, engineering and logistics support solutions to governments and companies around the 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; 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 and augmented reality and technical training; and artificial intelligence and machine learning;
•Professional advisory services across the defense, renewable energy and critical infrastructure sectors; and
•Sustainable decarbonization solutions that accelerate and enable energy transition and climate change solutions such as proprietary, sustainability-focused process licensing; advisory services focused on energy transition; high-end engineering, design and management program offerings; and digitally-enabled asset optimization solutions.
KBR's strategic growth vectors include:
•Defense modernization;
•Space superiority;
•Health and human performance;
•Sustainable technology;
•High-end engineering;
•Energy transition and security; and
•Technology-led asset optimization
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. MoD, 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 technologies and engineering solutions enable clients to achieve a cleaner, greener, more energy efficient global future.
28
Business Environment and Trends
Government Outlook
In March 2024, the U.S. government finalized the fiscal 2024 budget. The U.S. government was operating under a continuing resolution funding measure from the start of the 2024 U.S. government fiscal year through the passage date of the spending bills in March 2024. Discretionary spending includes approximately $825 billion in defense spending and approximately $703 billion in non-defense discretionary spending. Additionally, the approved 2024 NASA budget is $25 billion. In April 2024, a $61 billion Ukraine Security Assistance supplemental funding bill was enacted to provide ongoing assistance and equipment to the military and national security forces of Ukraine and other forces or groups engaged in resisting Russian aggression against Ukraine.
In March 2024, President Biden provided his proposed fiscal 2025 budget, which includes $1.6 trillion in discretionary spending, $895 billion related to defense spending and $734 billion for non-defense spending. The requested discretionary spending amounts are consistent with the fiscal 2024 budget. The Fiscal Responsibility Act of 2023 imposed statutory caps on discretionary funding in 2025 that restrict increases within the discretionary budget. This Fiscal Responsibility Act also enacted limits on discretionary funding for the years 2026 through 2029. The proposed fiscal 2025 budget continues to allocate funding to important initiatives from previous year fiscal budgets, including funding to deter aggression in the Indo-Pacific and funding for certain AUKUS-related items. The effect of President Biden's proposed fiscal 2025 budget on individual programs or KBR cannot be predicted at this time. We anticipate the federal budget will continue to be subject to debate and compromise shaped by, among other things, the 2024 U.S. general elections, heightened political tensions, the global security environment, inflationary pressures and macroeconomic conditions. The result may be shifting funding priorities, which could have material impacts on defense spending broadly and our programs.
Internationally, our Government Solutions work is performed primarily for the U.K. MoD and the Australian Department of Defence. In March 2024, the U.K. government announced the defense budget, with the defense budget remaining consistent with the defense budget from the prior fiscal year. A general election was held in the United Kingdom in July 2024, with the Labour Party becoming the primary governing party of the House of Commons. The Labour Party has committed to increasing defense spending to 2.5% of GDP in the future, which is an increase from the previous commitment to increase defense spending to 2.25%. The effect of this general election on KBR or our individual programs cannot be predicted at this time. 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. 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. The fiscal year budget for Australia for the 2024 - 2025 financial year was finalized, with the Australian government increasing defense spending to AUD 55.7 billion, or approximately 2.00% of GDP.
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 development and an acceleration of demand for energy transition, renewable energy sources and climate change solutions. The globe is in search of the solution to the energy trilemma, the balance between energy affordability, ensuring energy security and achieving environmental sustainability. Clients are prioritizing their efforts to solve the energy trilemma by investing in digital solutions to optimize operations, increase end-product flexibility and energy efficiency, reduce unplanned downtime and 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, utilization and 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 technologies, solutions and capabilities. We expect climate change, energy security 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, more secure future.
Our Business
KBR's business is organized into two core and one non-core business segments as follows:
29
Core business segments
• Government Solutions
• Sustainable Technology Solutions
Non-core business segment
• Other
See additional information on our business segments in Note 2 "Business Segment Information" to our condensed consolidated financial statements.
30
Results of Operations
Three months ended June 28, 2024 compared to the three months ended June 30, 2023
The information below is an analysis of our consolidated results for the three months ended June 28, 2024, compared to the three months ended June 30, 2023. See Results of Operations by Business Segment below for additional information describing the performance of each of our reportable segments.
| Consolidated Results | Three Months Ended | ||||||||||||||||||||||||||||
| June 28, | June 30, | 2024 vs. 2023 | |||||||||||||||||||||||||||
| Dollars in millions | 2024 | 2023 | $ | % | |||||||||||||||||||||||||
| Revenues | $ | 1,855 | $ | 1,753 | $ | 102 | 6 | % | |||||||||||||||||||||
| Cost of revenues | $ | (1,584) | $ | (1,502) | $ | 82 | 5 | % | |||||||||||||||||||||
| Gross profit | $ | 271 | $ | 251 | $ | 20 | 8 | % | |||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | $ | 40 | $ | 23 | $ | 17 | 74 | % | |||||||||||||||||||||
| Selling, general and administrative expenses | $ | (129) | $ | (119) | $ | 10 | 8 | % | |||||||||||||||||||||
| Legal settlement of legacy matter | $ | — | $ | (144) | $ | (144) | (100) | % | |||||||||||||||||||||
| Other | $ | (1) | $ | (1) | $ | — | — | % | |||||||||||||||||||||
| Operating income | $ | 181 | $ | 10 | $ | 171 | n/m | ||||||||||||||||||||||
| Interest expense | $ | (32) | $ | (29) | $ | 3 | 10 | % | |||||||||||||||||||||
| Charges associated with Convertible Notes | $ | — | $ | (314) | $ | (314) | (100) | % | |||||||||||||||||||||
Other non-operating expense | $ | (2) | $ | (1) | $ | 1 | n/m | ||||||||||||||||||||||
| Income (loss) before income taxes | $ | 147 | $ | (334) | $ | 481 | n/m | ||||||||||||||||||||||
| Provision for income taxes | $ | (40) | $ | (16) | $ | 24 | n/m | ||||||||||||||||||||||
| Net income (loss) | $ | 107 | $ | (350) | $ | 457 | n/m | ||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | $ | 1 | $ | 1 | $ | — | — | % | |||||||||||||||||||||
| Net income (loss) attributable to KBR | $ | 106 | $ | (351) | $ | 457 | n/m | ||||||||||||||||||||||
n/m - not meaningful
Revenues. The increase in overall revenue of $102 million, or 6%, to $1,855 million was primarily due to growth on high-end defense engineering, classified intelligence and international programs within our GS business and increased revenues from technology sales and engineering and professional services in our STS business.
Gross profit. The increase in overall gross profit of $20 million, or 8%, was primarily driven by items increasing revenues discussed above.
Equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates increased by $17 million to $40 million in earnings for the three months ended June 28, 2024, compared to $23 million in earnings for the three months ended June 30, 2023. The increase is primarily attributed to equity in earnings from services on an LNG project within our STS segment.
Selling, general and administrative expenses. Selling, general and administrative expenses in the three months ended June 28, 2024 were $10 million higher, an 8% increase compared to the three months ended June 30, 2023, which was primarily driven by additional expenses incurred to support the growth in both our GS and STS business segments.
Legal settlement of Legacy Matter. During the three months ended June 30, 2023, we recorded a charge of $144 million related to the settlement of a legacy legal matter that did not recur during the three months ended June 28, 2024.
Interest expense. The increase in interest expense was primarily driven by an increase in the U.S. federal reserve funds rate from the three months ended June 30, 2023 to the three months ended June 28, 2024.
31
Charges associated with Convertible Notes. During the three months ended June 30, 2023, we recognized a loss of $314 million related to the election of cash as the settlement method for our Convertible Notes and the repurchase of a portion of our Convertible Notes that did not recur during the three months ended June 28, 2024.
Provision for income taxes. The provision for income taxes for the three months ended June 28, 2024 reflects a 27% tax rate as compared to a (5)% tax rate for the three months ended June 30, 2023. The effective tax rate of 27% for the three months ended June 28, 2024, as compared to the U.S. statutory rate of 21%, was primarily affected by the rate differential on our foreign earnings and the impact of state and local taxes in the U.S. The effective tax rate of (5)% for the three months ended June 30, 2023 was primarily impacted by the non-deductible portion of a legal settlement on a legacy matter and the non-deductible charge associated with the cash election and convertible notes repurchase in 2023. See Note 9 "Income Taxes" to our condensed consolidated financial statements for further discussion on income taxes.
32
Results of Operations by Business Segment
| Three Months Ended | |||||||||||||||||||||||
| June 28, | June 30, | 2024 vs. 2023 | |||||||||||||||||||||
| Dollars in millions | 2024 | 2023 | $ | % | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Government Solutions | $ | 1,397 | $ | 1,352 | $ | 45 | 3 | % | |||||||||||||||
| Sustainable Technology Solutions | 458 | 401 | 57 | 14 | % | ||||||||||||||||||
| Total revenues | $ | 1,855 | $ | 1,753 | $ | 102 | 6 | % | |||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||
| Government Solutions | $ | 124 | $ | (28) | $ | 152 | n/m | ||||||||||||||||
| Sustainable Technology Solutions | 96 | 77 | 19 | 25 | % | ||||||||||||||||||
| Other | (39) | (39) | — | — | % | ||||||||||||||||||
| Total operating income | $ | 181 | $ | 10 | $ | 171 | n/m | ||||||||||||||||
n/m - not meaningful
Government Solutions
GS revenues increased by $45 million, or 3%, to $1,397 million in the three months ended June 28, 2024 compared to $1,352 million in the three months ended June 30, 2023. The increase in revenue is primarily due to growth on high-end defense engineering, classified intelligence and international programs.
GS operating income increased by $152 million to $124 million in the three months ended June 28, 2024 compared to $28 million in operating loss in the three months ended June 30, 2023. The increase was primarily driven by the $144 million charge recognized in the three months ended June 30, 2023 related to the settlement of a legacy legal matter that did not recur during the three months ended June 28, 2024.
Sustainable Technology Solutions
STS revenues increased by $57 million, or 14%, to $458 million in the three months ended June 28, 2024 compared to $401 million in the three months ended June 30, 2023. The increase in revenue is primarily from engineering and professional services and technology sales.
STS operating income increased by $19 million, or 25%, to $96 million in the three months ended June 28, 2024 compared to $77 million in the three months ended June 30, 2023. The increase was primarily driven by items discussed above as well as increased equity in earnings resulting from services on an LNG project.
Other
Other operating loss remained materially consistent for each of the three months ended June 28, 2024 and June 30, 2023.
33
Results of Operations
Six months ended June 28, 2024 compared to the six months ended June 30, 2023
The information below is an analysis of our consolidated results for the six months ended June 28, 2024 compared to the six months ended June 30, 2023. See Results of Operations by Business Segment below for additional information describing the performance of each of our reportable segments.
| Consolidated Results | Six Months Ended | ||||||||||||||||||||||
| June 28, | June 30, | 2024 vs. 2023 | |||||||||||||||||||||
| Dollars in millions | 2024 | 2023 | $ | % | |||||||||||||||||||
| Revenues | $ | 3,673 | $ | 3,456 | $ | 217 | 6 | % | |||||||||||||||
| Cost of revenues | $ | (3,154) | $ | (2,960) | $ | 194 | 7 | % | |||||||||||||||
| Gross profit | $ | 519 | $ | 496 | $ | 23 | 5 | % | |||||||||||||||
| Equity in earnings of unconsolidated affiliates | $ | 70 | $ | 46 | $ | 24 | 52 | % | |||||||||||||||
| Selling, general and administrative expenses | $ | (250) | $ | (243) | $ | 7 | 3 | % | |||||||||||||||
| Legal settlement of legacy matter | $ | — | $ | (144) | $ | (144) | (100) | % | |||||||||||||||
| Gain on disposition of assets and investments | $ | 6 | $ | — | $ | 6 | n/m | ||||||||||||||||
| Other | $ | 2 | $ | (1) | $ | 3 | n/m | ||||||||||||||||
| Operating income | $ | 347 | $ | 154 | $ | 193 | 125 | % | |||||||||||||||
| Interest expense | $ | (63) | $ | (55) | $ | 8 | 15 | % | |||||||||||||||
| Charges associated with Convertible Notes | $ | — | $ | (314) | $ | (314) | (100) | % | |||||||||||||||
| Other non-operating expense | $ | (8) | $ | (3) | $ | 5 | n/m | ||||||||||||||||
| Income (loss) before income taxes | $ | 276 | $ | (218) | $ | 494 | n/m | ||||||||||||||||
| Provision for income taxes | $ | (75) | $ | (46) | $ | 29 | 63 | % | |||||||||||||||
| Net income (loss) | $ | 201 | $ | (264) | $ | 465 | n/m | ||||||||||||||||
| Less: Net income attributable to noncontrolling interests | $ | 2 | $ | 1 | $ | 1 | n/m | ||||||||||||||||
| Net income (loss) attributable to KBR | $ | 199 | $ | (265) | $ | 464 | n/m | ||||||||||||||||
n/m - not meaningful
Revenues. The increase in overall revenue of $217 million, or 6%, to $3,673 million for the six months ended June 28, 2024 is primarily due to growth on high-end defense engineering, classified intelligence and international programs within our GS business and increased revenues from technology sales and engineering and professional services in our STS business.
Gross profit. The increase in overall gross profit of $23 million, or 5%, was primarily driven by items increasing revenues discussed above, offset by resolutions on various legacy matters in 2023 that did not recur in 2024.
Equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates increased by $24 million to $70 million in earnings for the six months ended June 28, 2024, compared to $46 million in earnings for the six months ended June 30, 2023. The increase is primarily attributed to equity in earnings from services on an LNG project within our STS segment.
Selling, general and administrative expenses. Selling, general and administrative expenses in the six months ended June 28, 2024 were materially consistent with the six months ended June 30, 2023.
Legal settlement of Legacy Matter. During the six months ended June 30, 2023, we recorded a charge of $144 million related to the settlement of a legacy legal matter that did not recur during the six months ended June 28, 2024.
Gain on disposition of assets and investments. The increase in gain on disposition of assets and investments of $6 million was due to the sale of our investment interest in a joint venture within our GS segment. No similar gain on the disposition of assets and investments was recognized in the six months ended June 30, 2023.
Interest expense. The increase in interest expense was primarily driven by increases in the U.S. federal reserve funds rate from the six months ended June 30, 2023 to the six months ended June 28, 2024.
34
Charges associated with Convertible Notes. During the six months ended June 30, 2023, we recognized a loss of $314 million related to the election of cash as the settlement method for our Convertible Notes and the repurchase of a portion of our Convertible Notes that did not recur during the six months ended June 28, 2024.
Provision for income taxes. The provision for income taxes for the six months ended June 28, 2024 reflects a 27% tax rate as compared to a (21)% tax rate for the six months ended June 30, 2023. The effective tax rate of 27%, as compared to the U.S. statutory rate of 21%, for the six months ended June 28, 2024 was primarily affected by the rate differential on our foreign earnings and the impact of state and local taxes in the U.S. The effective tax rate of (21)% for the six months ended June 30, 2023 was primarily impacted by the non-deductible portion of a legal settlement on a legacy matter and the non-deductible charge associated with the cash election and convertible notes repurchase in 2023. See Note 9 "Income Taxes" to our condensed consolidated financial statements for further discussion on income taxes.
35
Results of Operations by Business Segment
| Six Months Ended | |||||||||||||||||||||||
| June 28, | June 30, | 2024 vs. 2023 | |||||||||||||||||||||
| Dollars in millions | 2024 | 2023 | $ | % | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Government Solutions | $ | 2,783 | $ | 2,680 | $ | 103 | 4 | % | |||||||||||||||
| Sustainable Technology Solutions | 890 | 776 | 114 | 15 | % | ||||||||||||||||||
| Total revenues | $ | 3,673 | $ | 3,456 | $ | 217 | 6 | % | |||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||
| Government Solutions | $ | 239 | $ | 74 | $ | 165 | n/m | ||||||||||||||||
| Sustainable Technology Solutions | 182 | 159 | 23 | 14 | % | ||||||||||||||||||
| Other | (74) | (79) | 5 | 6 | % | ||||||||||||||||||
| Total operating income | $ | 347 | $ | 154 | $ | 193 | 125 | % | |||||||||||||||
n/m - not meaningful
Government Solutions
GS revenues increased by $103 million, or 4%, to $2,783 million for the six months ended June 28, 2024, compared to $2,680 million for the six months ended June 30, 2023.The increase in revenue is primarily due to growth on high-end defense engineering, classified intelligence and international programs.
GS operating income increased by $165 million to $239 million for the six months ended June 28, 2024, compared to $74 million for the six months ended June 30, 2023. The increase in operating income was primarily driven by the $144 million charge recognized in the six months ended June 30, 2023 related to the settlement of a legacy legal matter that did not recur during the six months ended June 28, 2024. Additionally, in 2024, we recognized $6 million gain related to the sale of our investment interest in a joint venture.
Sustainable Technology Solutions
STS revenues increased by $114 million, or 15%, to $890 million for the six months ended June 28, 2024, compared to $776 million for the six months ended June 30, 2023. This increase is primarily driven by increased revenues from technology sales and engineering and professional services.
STS operating income increased by $23 million, or 14%, to $182 million for the six months ended June 28, 2024, compared to $159 million for the six months ended June 30, 2023. The increase in operating income is primarily due to the items discussed above and increased equity in earnings from services on an LNG project, offset by a favorable resolution on a legacy matter in 2023 that did not recur in 2024.
Other
Other operating loss remained materially consistent for each of the six months ended June 28, 2024 and June 30, 2023, respectively.
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Backlog of Unfilled Orders
Backlog represents the estimated 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 unconsolidated joint ventures. We include total estimated 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, and from time to time customers may dispute or try to renegotiate existing contracts. These and other factors may result in delays or changes in our recognition of revenue from our backlog versus amounts we book as backlog. 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 and probable 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. 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 $3.4 billion at June 28, 2024, and $4.1 billion at December 29, 2023.
The following table summarizes our backlog by business segment as of June 28, 2024, and December 29, 2023, respectively:
| June 28, | December 29, | ||||||||||
| Dollars in millions | 2024 | 2023 | |||||||||
| Government Solutions | $ | 12,894 | $ | 12,790 | |||||||
| Sustainable Technology Solutions | 3,923 | 4,545 | |||||||||
| Total backlog | $ | 16,817 | $ | 17,335 | |||||||
We estimate that as of June 28, 2024, 38% of our backlog will be executed within one year. Of this amount, we estimate that 85% will be recognized in revenues on our condensed consolidated statement of operations and 15% will be recorded by our unconsolidated joint ventures. As of June 28, 2024, $132 million of our backlog relates to active contracts that are in a loss position.
As of June 28, 2024, 12% of our backlog was attributable to fixed-price contracts, 38% was attributable to PFIs, 32% was attributable to cost-reimbursable contracts and 18% 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 June 28, 2024, $9.6 billion of our GS backlog was currently funded by our customers.
As of June 28, 2024, we had approximately $3.3 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.
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The difference between backlog of $16.8 billion and the remaining performance obligations as defined by ASC 606 of $12.8 billion is primarily due to our proportionate share of backlog related to unconsolidated joint ventures which is not included in our remaining performance obligations. See Note 3 "Revenue" to our condensed consolidated financial statements for discussion of the remaining performance obligations.
Transactions with Joint Ventures
We form incorporated and unincorporated joint ventures to execute certain projects. 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, however, we recognize profit on our subcontractor scope of work only to the extent the joint venture's scope of work to the end customer is complete. We recognize revenue over time on our services provided to joint ventures that we consolidate and our services provided to joint ventures that we record under the equity method of accounting. See Note 6 "Equity Method Investments and Variable Interest Entities" 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 5 "Unapproved Change Orders and Claims Against Clients and Estimated Recoveries of Claims Against Suppliers and Subcontractors", 10 "Commitments and Contingencies" and 11 "U.S. Government Matters" 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) sale or divestiture of assets and access to capital markets. Our operating cash flow can vary significantly from year to year and is affected by the mix, terms, timing and stage of completion of our projects. We often receive cash in advance on certain of our sustainable technology projects. On time-and-material and cost reimbursable contracts, we may utilize cash on hand or availability under our Senior Credit Facility to satisfy any periodic operating cash requirements for working capital, as we incur costs and subsequently invoice our customers.
Certain STS services projects 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 may be issued under the Revolver (as defined below) or with lending counterparties on a bilateral, syndicated or other basis.
As discussed in Note 8 "Debt and Other Credit Facilities" of our condensed consolidated financial statements, we entered into Amendment No. 11 to our Credit Agreement on January 19, 2024. This amendment provides for an incremental Term Loan B facility in an aggregate principal amount of $1 billion and extends the Term Loan B maturity date to January 2031. We borrowed the full $1 billion principal amount available under this loan. We received $24 million in cash proceeds from this borrowing to pay accrued interest and financing fees, $501 million was applied to the outstanding principal under the Term Loan B facility and the remaining $475 million was applied to the outstanding principal under the Revolver. In addition, Amendment No.11 reduced the interest rate margin applicable to Term Loan B. During the three months ended June 28, 2024, $2 million in cash was paid on the outstanding Term Loan B principal.
Additionally, we entered into Amendment No. 12 to our Credit Agreement on February 7, 2024. This amendment consolidated the USD denominated Term A-1, Term A-2 and Term A-4 loan facilities under our Credit Agreement into the amended USD denominated Term A-1 loan facility and continued the GBP denominated Term A-3 loan facility outstanding at December 29, 2023. During the six months ended June 28, 2024, $79 million in cash was paid on the outstanding Term Loan A principal and accrued interest and $20 million was applied to the Term Loan A principal using proceeds of a borrowing on our Revolver. Additionally, this amendment extended the maturity date of the $1 billion Revolver, amended Term A-1 loan facility and Term A-3 loan facility to February 2029.
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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. As of June 28, 2024, we are in compliance with all financial covenants related to our debt agreements.
Cash and cash equivalents totaled $414 million at June 28, 2024, and $304 million at December 29, 2023, and consisted of the following:
| June 28, | December 29, | ||||||||||
| Dollars in millions | 2024 | 2023 | |||||||||
| Domestic U.S. cash | $ | 60 | $ | 44 | |||||||
| International cash | 222 | 128 | |||||||||
| Joint venture and Aspire Defence project cash | 132 | 132 | |||||||||
| Total | $ | 414 | $ | 304 | |||||||
Our cash balances are held in numerous accounts throughout the world to fund our global activities, including acquisitions, joint ventures and other business partnerships. 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 non-U.S. cash needs as 1) our anticipated foreign working capital requirements, including funding of our U.K. pension plan, 2) the expected growth opportunities across all geographical markets and 3) our plans to invest in strategic growth opportunities, which may include acquisitions, joint ventures and other business partnerships around the world, including whether foreign earnings are permanently reinvested. If management were to completely remove the indefinite investment assertion on all foreign subsidiaries, the exposure to local withholding taxes would be less than $7 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 purposes or for paying dividends.
As of June 28, 2024, substantially all of our excess cash was held in 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:
| Six Months Ended | |||||||||||
| June 28, | June 30, | ||||||||||
| Dollars in millions | 2024 | 2023 | |||||||||
| Cash flows provided by operating activities | $ | 261 | $ | 288 | |||||||
Cash flows provided by (used in) investing activities | 8 | (21) | |||||||||
| Cash flows used in financing activities | (158) | (126) | |||||||||
| Effect of exchange rate changes on cash | (1) | 9 | |||||||||
| Increase in cash and cash equivalents | $ | 110 | $ | 150 | |||||||
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Operating Activities. Cash provided by operations totaled $261 million and $288 million for the six months ended June 28, 2024 and June 30, 2023, respectively, as compared to net income of $201 million and net loss of $264 million for the six months ended June 28, 2024 and June 30, 2023, 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 our 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 and time-and-materials projects versus fixed price projects, and as a result, fluctuations in these components are not uncommon in our business. The decrease in operating cash flows for the six months ended June 28, 2024 compared to the six months ended June 30, 2023 is primarily due to changes in the primary components of our working capital and increased employer pension contributions. This decrease was offset primarily by the distribution of earnings received from our unconsolidated affiliates. For the six months ended June 28, 2024, we received $99 million in distributions of earnings from unconsolidated affiliates compared to $37 million in distributions of earnings from unconsolidated affiliates for the six months ended June 30, 2023.
Investing Activities. Cash provided by investing activities totaled $8 million for the six months ended June 28, 2024. In 2024, we received a return of investment from JKC of approximately $36 million related to our proportionate share of a tax refund. Additionally, we received $6 million from the sale of our investment interest in a joint venture within our GS segment. This was offset by $35 million in capital expenditures.
Cash used in investing activities totaled $21 million for the six months ended June 30, 2023 and was primarily related to the second payment for an additional investment of $39 million in Mura Technology and capital expenditures of $38 million. This was offset by a return of investment of approximately $61 million from JKC resulting from the receipt of the second payment from the Subcontractor Settlement Agreement. See Note 6. "Equity Method Investments and Variable Interest Entities" for further details.
Financing Activities. Cash used in financing activities totaled $158 million for the six months ended June 28, 2024. The primary uses of cash in financing activities were $81 million of principal payments related to our Senior Credit Facility, $13 million in payments on the Revolver, $146 million for the repurchase of common stock under our share repurchase program and $12 million for the repurchase of common stock under our "withheld to cover" program. Cash used in financing activities also included $33 million payment for the settlement of warrants, $39 million of dividend payments to common shareholders and $16 million in debt issuance costs associated with Amendment No. 11 and No. 12 to our Credit Agreement for our Senior Credit Facility. These decreases were offset by $168 million in borrowings on our Revolver and $24 million in borrowings associated with Amendment No. 11 to our Credit Agreement. See Note 8 "Debt and Other Credit Facilities" for further discussion of our Senior Credit Facility.
Cash used in financing activities totaled $126 million for the six months ended June 30, 2023 and was primarily due to a net cash outflow of $201 million to repurchase a portion of our outstanding Convertible Notes, corresponding Note Hedge and outstanding warrants. Cash used in financing activities also included $35 million of dividend payments to common shareholders, $125 million for the repurchase of common stock under our share repurchase program, $12 million for the repurchase of common stock under our "withheld to cover" program, $75 million in payments on our Revolver and $8 million of principal payments related to our Senior Credit Facility. These decreases were partially offset by $330 million in borrowings related to our Revolver. See Note 8. "Debt and Other Credit Facilities" for further discussion of our Senior Credit Facility.
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 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, share repurchases, legal settlements of any currently outstanding legal matter or any future legal proceeding and strategic investments including acquisitions, joint ventures and other business partnerships. 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. We also expect to use cash to fund a portion of the LinQuest Corporation acquisition discussed in Note 17. "Subsequent Event".
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Other factors potentially affecting liquidity
Ichthys LNG Project. As part of the settlement agreement between JKC and Ichthys LNG, Pty, Ltd (collectively, “the Parties”) in October 2021, KBR’s letters of credit were reduced to $82 million from $164 million. Additionally, as part of this 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 deterioration of paint and insulation on certain exterior areas of the plant. 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. 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 a provision for this contingent liability.
U.K. pension obligation. We have recognized on our condensed consolidated balance sheets a funding surplus of $37 million (measured as the difference between the fair value of plan assets and the projected benefit obligation as of June 28, 2024) for our frozen U.K. defined benefit pension plan. The total amount of employer pension contributions paid for the six months ended June 28, 2024 was $18 million for 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 1995. Annual minimum funding requirements are based on a binding agreement with the Trustee of the U.K. pension plan that is negotiated on a triennial basis. In June 2022, KBR and the Trustee executed an agreement requiring minimum annual contributions of approximately £33 million ($42 million at current exchange rates) for the 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.
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, 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. We plan to continue to utilize these programs to ensure we have flexibility to meet our capital needs. Refer to Note 15 "Fair Value of Financial Instruments and Risk Management" to our condensed consolidated financial statements for further discussion on our sales of receivables.
Credit Agreement and Senior Credit Facility
Information relating to our Senior Credit Facility is described in Note 8 "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 8 "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 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 may also guarantee that 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 fixed-price contracts, the performance guarantee amount is the cost to
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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. In May 2024, a partner in one of our project-based joint ventures voluntarily filed for Chapter 11 bankruptcy reorganization. Our joint venture operations have not been materially impacted by these bankruptcy proceedings. See “Item 1A. Risk Factors” contained in Part I of our 2023 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 June 28, 2024, we had no material guarantees of the work or obligations of third parties recorded.
As of June 28, 2024, we had a $1 billion committed line of credit on the Revolver under our Senior Credit Facility and $423 million of bilateral and uncommitted lines of credit. As of June 28, 2024, with respect to our Revolver, we had $205 million of outstanding borrowings. We also have $14 million of outstanding letters of credit on our Senior Credit Facility. With respect to our $423 million of bilateral and uncommitted lines of credit, we had utilized $303 million for letters of credit as of June 28, 2024. The total remaining capacity of these committed and uncommitted lines of credit was approximately $901 million as of June 28, 2024, all of which can be used toward issuing letters of credit. Information relating to our letters of credit is described in Note 8 "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.
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 2023 Annual Report on Form 10-K, for the year ended December 29, 2023, which discussion is incorporated herein by reference.
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 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 use derivative instruments, such as foreign exchange forward contracts, to hedge foreign currency risk related to non-functional currency assets and liabilities on our condensed consolidated balance sheets. We do not enter into derivative financial instruments for trading purposes or make speculative investments in foreign currencies. 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. We recorded a net loss of $2 million and $3 million during the six months ended June 28, 2024 and June 30, 2023, respectively, in other non-operating expense on our condensed consolidated statements of operations. The fair value of these derivatives was not material to our condensed consolidated balance sheet as of June 28, 2024. Information
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relating to fair value measurements is described in Note 15 "Fair Value of 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 $205 million of borrowings issued under the Revolver as of June 28, 2024. Additionally, we had $1,494 million outstanding under the term loan portions of the Senior Credit Facility as of June 28, 2024. Borrowings under the Senior Credit Facility bear interest at variable rates as described in Note 8 "Debt and Other Credit Facilities" to our condensed consolidated financial statements.
We use interest rate swaps to reduce interest rate risk and to manage net interest expense by converting our variable rate debt under our Senior Credit Facility into fixed-rate debt. Our portfolio of interest rate swaps consists of the following:
| Dollars in millions | Notional Amount at June 28, 2024 | Pay Fixed Rate (Weighted Average) | Receive Variable Rate | Settlement and Termination | |||||||||||||||||||
| March 2020 Interest Rate Swaps | $ | 400 | 0.89 | % | Term SOFR | Monthly through January 2027 | |||||||||||||||||
| September 2022 Interest Rate Swaps | $ | 350 | 3.43 | % | Term SOFR | Monthly through January 2027 | |||||||||||||||||
| March 2023 Interest Rate Swaps | $ | 205 | 3.61 | % | Term SOFR | Monthly through January 2027 | |||||||||||||||||
| March 2023 Amortizing Interest Rate Swaps | £ | 113 | 3.81 | % | Term SONIA | Monthly through November 2026 | |||||||||||||||||
The swap agreements were designated as cash flow hedges at inception in accordance with ASC Topic 815 Derivative and Hedging. The fair value of the interest rate swaps at June 28, 2024 was a $47 million asset, of which $25 million is included in other current assets and $22 million is included in other assets. Information relating to our portfolio of interest rate swaps is described in Note 15 "Fair Value of Financial Instruments and Risk Management" to our condensed consolidated financial statements, which is incorporated by reference into this Item 3.
At June 28, 2024, we had fixed rate debt aggregating $1,349 million and variable rate debt aggregating $600 million, after taking into account the effects of the interest rate swaps. Our weighted average interest rate net of the impact from our swap agreements for the six months ended June 28, 2024 was 5.51%. If interest rates were to increase by 50 basis points, pre-tax interest expense would increase by approximately $2 million in the next twelve months net of the impact from our swap agreements, based on outstanding borrowings as of June 28, 2024.
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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 June 28, 2024, 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.
There were no changes in our internal control reporting during the three months ended June 28, 2024 that have materially affected, or are reasonably likely to affect, our internal controls over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information relating to various commitments and contingencies is described in Notes 5, 10 and 11 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 II, Item 1.
Item 1A. Risk Factors
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 29, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 25, 2014, the Board of Directors authorized a plan to repurchase our outstanding shares of common stock, which replaced and terminated the August 26, 2011 share repurchase program. On February 19, 2024, the Board of Directors authorized $174 million of additional share repurchases to be added to the prior authorizations, which returned the total amount authorized and available for repurchase under the share repurchase program to $500 million. As of June 28, 2024, $354 million remained available for repurchase under this authorization. The authorization does not obligate us 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 our current and future cash flows and the authorization does not have an expiration date.
The following is a summary of share repurchases of our common stock during the three months ended June 28, 2024 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 | |||||||||||||||||||
| March 30, 2024 - April 26, 2024 | 583,372 | $ | 63.36 | 583,287 | $ | 413,061,271 | |||||||||||||||||
| April 27, 2024 - May 24, 2024 | 197,015 | $ | 66.43 | 196,137 | $ | 400,032,176 | |||||||||||||||||
| May 25, 2024 - June 28, 2024 | 736,640 | $ | 63.53 | 732,134 | $ | 353,516,529 | |||||||||||||||||
| Total | 1,517,027 | $ | 63.84 | 1,511,558 | $ | 353,516,529 | |||||||||||||||||
(1)Included within the shares repurchased herein are 5,469 shares acquired from employees in connection with the 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 $63.96 per share.
Item 5. Other Information
During the three months ended June 28, 2024, none of our officers or directors adopted terminated
In order to align the rights of the Company’s directors and executive officers, some of whom have signed indemnification agreements and others who have not, the Company entered into its standard indemnification agreement with each of the directors and executive officers of the Company, which agreement is in substantially the same form as that entered into with the other directors and officers of the Company. The form of indemnification agreement, a copy of which was previously filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on February 27, 2014, is incorporated herein by reference.
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Item 6. Exhibits
| Exhibit Number | Description | |||||||
| *31.1 | ||||||||
| *31.2 | ||||||||
| **32.1 | ||||||||
| **32.2 | ||||||||
| ***101 | The following financial information from this Quarterly Report on Form 10-Q of KBR, Inc. for the quarter ended June 28, 2024 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 | |||||||
| + | Management contracts or compensatory plans or arrangements | |||||||
| * | Filed with this Form 10-Q | |||||||
| ** | Furnished with this Form 10-Q | |||||||
| *** | Interactive data files | |||||||
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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/ Alison G. Vasquez | |||||||
| Mark W. Sopp | Alison G. Vasquez | |||||||
| Executive Vice President and Chief Financial Officer | Senior Vice President and Chief Accounting Officer | |||||||
Dated: July 24, 2024 Dated: July 24, 2024
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EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Stuart J. B. Bradie, certify that:
1.I have reviewed this quarterly report on Form 10-Q of KBR, Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 24, 2024
/s/ Stuart J. B. Bradie | ||
Stuart J. B. Bradie | ||
Chief Executive Officer | ||
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Mark W. Sopp, certify that:
1.I have reviewed this quarterly report on Form 10-Q of KBR, Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: July 24, 2024
/s/ Mark W. Sopp | ||
Mark W. Sopp | ||
Chief Financial Officer | ||
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 906 OF THE SARBANES OXLEY ACT OF 2002, 18 U.S.C. §1350
The undersigned, the Chief Executive Officer of KBR, Inc. (the “Company”), hereby certifies that to his knowledge, on the date hereof:
a)the Form 10-Q of the Company for the period ended June 28, 2024, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section l3(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
b)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Stuart J. B. Bradie | ||
Stuart J. B. Bradie | ||
Chief Executive Officer | ||
Date: July 24, 2024
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 906 OF THE SARBANES OXLEY ACT OF 2002, 18 U.S.C. §1350
The undersigned, the Chief Financial Officer of KBR, Inc. (the “Company”), hereby certifies that to his knowledge, on the date hereof:
a)the Form 10-Q of the Company for the period ended June 28, 2024, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section l3(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
b)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Mark W. Sopp | ||
Mark W. Sopp | ||
Chief Financial Officer | ||
Date: July 24, 2024