UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

x  Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2008

OR

o    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 1-33146

KBR, Inc.

(a Delaware Corporation)
20-4536774

601 Jefferson Street
Suite 3400
Houston, Texas  77002
(Address of Principal Executive Offices)

Telephone Number – Area Code (713) 753-3011

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 at least the past 90 days.
Yes     x       No     o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer          x	 	Accelerated filer     o	
 	 	 	
Non-accelerated filer        o	(Do not check if a smaller reporting company)	Smaller reporting company   o	

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

As of July 28, 2008, 169,816,601 shares of KBR, Inc. common stock, $0.001 par value per share, were outstanding.

 

 

KBR, Inc .

Index

 	 	Page No.	
PART I.	FINANCIAL INFORMATION	 	
 	 	 	
Item 1.	Financial Statements	4	
 	 	 	
 	Condensed Consolidated Statements of Income	4	
 	Condensed Consolidated Balance Sheets	5	
 	Condensed Consolidated Statements of Cash Flows	6	
 	Notes to Condensed Consolidated Financial Statements	7	
 	 	 	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32	
 	 	 	
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50	
 	 	 	
Item 4.	Controls and Procedures	50	
 	 	 	
PART II.	OTHER INFORMATION	 	
 	 	 	
Item 1.	Legal Proceedings	51	
 	 	 	
Item 1A.	Risk Factors	51	
 	 	 	
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51	
 	 	 	
Item 3.	Defaults Upon Senior Securities	51	
 	 	 	
Item 4.	Submission of Matters to a Vote of Security Holders	51	
 	 	 	
Item 5.	Other Information	52	
 	 	 	
Item 6.	Exhibits	52	
 	 	 	
SIGNATURES	53	

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Index

Forward-Looking and Cautionary Statements

This report 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 Securities Exchange Act of 1934, as amended. The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect” and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements include information concerning our possible or assumed future financial performance and results of operations and backlog information.

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. Although we believe that the forward-looking statements contained in this report are based upon reasonable assumptions, 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 2007 Annual Report on Form 10-K contained in Part I under “Risk Factors”.

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 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.

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Index

PAR T I. FINANCIAL INFORMATION
Item 1. Financial Statements

KBR, Inc.
Condensed Consolidated Statements of Income
(In millions, except for per share data)
(Unaudited)

 	 	Three Months Ended
June 30,	 	 	Six Months Ended
 June 30,	 	
 	 	2008	 	 	2007	 	 	2008	 	 	2007	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	 	 	
Services	 	$	2,658	 	 	$	2,114	 	 	$	5,156	 	 	$	4,143	 	
Equity in earnings of unconsolidated affiliates, net	 	 	-	 	 	 	38	 	 	 	21	 	 	 	36	 	
Total revenue	 	 	2,658	 	 	 	2,152	 	 	 	5,177	 	 	 	4,179	 	
Operating costs and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of services	 	 	2,518	 	 	 	2,032	 	 	 	4,827	 	 	 	3,957	 	
General and administrative	 	 	52	 	 	 	55	 	 	 	108	 	 	 	112	 	
Gain on sale of assets	 	 	(2	)	 	 	-	 	 	 	(2	)	 	 	-	 	
Total operating costs and expenses	 	 	2,568	 	 	 	2,087	 	 	 	4,933	 	 	 	4,069	 	
Operating income	 	 	90	 	 	 	65	 	 	 	244	 	 	 	110	 	
Interest income, net	 	 	9	 	 	 	14	 	 	 	25	 	 	 	27	 	
Foreign currency gains (losses), net	 	 	1	 	 	 	(2	)	 	 	(2	)	 	 	(5	)	
Other non-operating gains, net	 	 	-	 	 	 	1	 	 	 	-	 	 	 	1	 	
Income from continuing operations before income taxes and minority interest	 	 	100	 	 	 	78	 	 	 	267	 	 	 	133	 	
Provision for income taxes	 	 	(36	)	 	 	(32	)	 	 	(96	)	 	 	(58	)	
Minority interest in net (earnings) losses of subsidiaries	 	 	(16	)	 	 	4	 	 	 	(25	)	 	 	(1	)	
Income from continuing operations	 	 	48	 	 	 	50	 	 	 	146	 	 	 	74	 	
Income from discontinued operations, net of tax provision of $0, $(128), $0 and $(133)	 	 	-	 	 	 	90	 	 	 	-	 	 	 	94	 	
Net income	 	$	48	 	 	$	140	 	 	$	146	 	 	$	168	 	
Basic income per share (1):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations	 	$	0.28	 	 	$	0.30	 	 	$	0.86	 	 	$	0.44	 	
Discontinued operations, net	 	 	-	 	 	 	0.54	 	 	 	-	 	 	 	0.56	 	
Net income per share	 	$	0.28	 	 	$	0.83	 	 	$	0.86	 	 	$	1.00	 	
Diluted income per share (1):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations	 	$	0.28	 	 	$	0.30	 	 	$	0.86	 	 	$	0.44	 	
Discontinued operations, net	 	 	-	 	 	 	0.53	 	 	 	-	 	 	 	0.56	 	
Net income per share	 	$	0.28	 	 	$	0.83	 	 	$	0.86	 	 	$	0.99	 	
Basic weighted average common shares outstanding	 	 	169	 	 	 	168	 	 	 	169	 	 	 	168	 	
Diluted weighted average common shares outstanding	 	 	171	 	 	 	169	 	 	 	170	 	 	 	169	 	
Cash dividends declared per share	 	$	0.05	 	 	$	-	 	 	$	0.10	 	 	$	-	 	

(1)	Due to the effect of rounding, the sum of the individual per share amounts may not equal the total shown.	

See accompanying notes to condensed consolidated financial statements.

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Index
 
KBR, Inc.
Condensed Consolidated Balance Sheets
(In millions except share data)
(Unaudited)

 	 	June 30,	 	 	December 31,	 	
 	 	2008	 	 	2007	 	
Assets	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	
Cash and equivalents	 	$	1,556	 	 	$	1,861	 	
Receivables:	 	 	 	 	 	 	 	 	
Notes and accounts receivable (less allowance for bad debts of $21 and $23)	 	 	1,168	 	 	 	927	 	
Unbilled receivables on uncompleted contracts	 	 	829	 	 	 	820	 	
Total receivables	 	 	1,997	 	 	 	1,747	 	
Deferred income taxes	 	 	138	 	 	 	165	 	
Other current assets	 	 	320	 	 	 	282	 	
Current assets related to discontinued operations	 	 	—	 	 	 	1	 	
Total current assets	 	 	4,011	 	 	 	4,056	 	
Property, plant, and equipment, net of accumulated depreciation of $238 and $227	 	 	220	 	 	 	220	 	
Goodwill	 	 	258	 	 	 	251	 	
Equity in and advances to unconsolidated affiliates	 	 	166	 	 	 	294	 	
Noncurrent deferred income taxes	 	 	148	 	 	 	139	 	
Unbilled receivables on uncompleted contracts	 	 	136	 	 	 	196	 	
Other assets	 	 	239	 	 	 	47	 	
Total assets	 	$	5,178	 	 	$	5,203	 	
Liabilities, Minority Interest and Shareholders’ Equity	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	1,183	 	 	$	1,117	 	
Due to Halliburton, net	 	 	18	 	 	 	16	 	
Advanced billings on uncompleted contracts	 	 	510	 	 	 	794	 	
Reserve for estimated losses on uncompleted contracts	 	 	106	 	 	 	117	 	
Employee compensation and benefits	 	 	266	 	 	 	316	 	
Other current liabilities	 	 	289	 	 	 	262	 	
Current liabilities related to discontinued operations	 	 	6	 	 	 	1	 	
Total current liabilities	 	 	2,378	 	 	 	2,623	 	
Noncurrent employee compensation and benefits	 	 	85	 	 	 	79	 	
Other noncurrent liabilities	 	 	175	 	 	 	151	 	
Noncurrent income tax payable	 	 	97	 	 	 	78	 	
Noncurrent deferred tax liability	 	 	49	 	 	 	37	 	
Total liabilities	 	 	2,784	 	 	 	2,968	 	
Minority interest in consolidated subsidiaries	 	 	(17	)	 	 	(32	)	
Shareholders’ equity and accumulated other comprehensive loss:	 	 	 	 	 	 	 	 	
Preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding	 	 	—	 	 	 	—	 	
Common shares, $0.001 par value, 300,000,000 shares authorized, 169,811,273 and 169,709,601 issued and outstanding	 	 	—	 	 	 	—	 	
Paid-in capital in excess of par value	 	 	2,082	 	 	 	2,070	 	
Accumulated other comprehensive loss	 	 	(117	)	 	 	(122	)	
Retained earnings	 	 	446	 	 	 	319	 	
Total shareholders’ equity and accumulated other comprehensive loss	 	 	2,411	 	 	 	2,267	 	
Total liabilities, minority interest , shareholders’ equity and accumulated other comprehensive loss	 	$	5,178	 	 	$	5,203	 	

See accompanying notes to condensed consolidated financial statements.

- 5 -

Index

KBR , Inc.
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
 	 	Six Months Ended	 	
 	 	June 30,	 	
 	 	2008	 	 	2007	 	
Cash flows from operating activities:	 	 	 	 	 	 	
Net income	 	$	146	 	 	$	168	 	
Adjustments to reconcile net income to net cash provided by (used in) operations:	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	17	 	 	 	24	 	
Equity in earnings of unconsolidated affiliates	 	 	(21	)	 	 	(54	)	
Deferred income taxes	 	 	23	 	 	 	22	 	
Gain on sale of assets, net	 	 	—	 	 	 	(216	)	
Impairment of equity method investments	 	 	—	 	 	 	18	 	
Other	 	 	(17	)	 	 	43	 	
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	 	
Receivables	 	 	(234	)	 	 	(83	)	
Unbilled receivables on uncompleted contracts	 	 	1	 	 	 	249	 	
Accounts payable	 	 	63	 	 	 	(122	)	
Advanced billings on uncompleted contracts	 	 	(309	)	 	 	207	 	
Accrued employee compensation and benefits	 	 	(51	)	 	 	10	 	
Reserve for loss on uncompleted contracts	 	 	(12	)	 	 	(30	)	
Collection (repayment) of advances from (to) unconsolidated affiliates, net	 	 	57	 	 	 	(34	)	
Distribution of earnings from unconsolidated affiliates	 	 	76	 	 	 	70	 	
Other assets	 	 	(105	)	 	 	(58	)	
Other liabilities	 	 	82	 	 	 	180	 	
Total cash flows provided by (used in) operating activities	 	 	(284	)	 	 	394	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	
Capital expenditures	 	 	(16	)	 	 	(23	)	
Sales of property, plant and equipment	 	 	—	 	 	 	1	 	
Acquisition of businesses, net of cash acquired	 	 	(11	)	 	 	—	 	
Disposition of businesses/investments, net of cash disposed	 	 	—	 	 	 	334	 	
Other investing activities	 	 	3	 	 	 	(1	)	
Total cash flows provided by (used in) investing activities	 	 	(24	)	 	 	311	 	
Cash flows from financing activities:	 	 	 	 	 	 	 	 	
Payments to Halliburton, net	 	 	—	 	 	 	(123	)	
Payments on long-term borrowings	 	 	—	 	 	 	(7	)	
Net proceeds from issuance of common stock	 	 	2	 	 	 	—	 	
Excess tax benefits from stock-based compensation	 	 	2	 	 	 	—	 	
Payment of dividends to shareholders	 	 	(9	)	 	 	—	 	
Payments of dividends to minority shareholders	 	 	(12	)	 	 	(19	)	
Total cash flows used in financing activities	 	 	(17	)	 	 	(149	)	
Effect of exchange rate changes on cash	 	 	20	 	 	 	(1	)	
Increase (decrease) in cash and equivalents	 	 	(305	)	 	 	555	 	
Cash and equivalents at beginning of period	 	 	1,861	 	 	 	1,461	 	
Cash and equivalents at end of period	 	$	1,556	 	 	$	2,016	 	
Noncash financing activities	 	 	 	 	 	 	 	 	
Cash dividends declared	 	$	9	 	 	$	—	 	

See accompanying notes to condensed consolidated financial statements.

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Index

KBR, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1. Description of Business and Basis of Presentation
 
KBR, Inc. and its subsidiaries (collectively, KBR) is a global engineering, construction and services company supporting the energy, petrochemicals, government services and civil infrastructure sectors. We offer a wide range of services through six business units; Government and Infrastructure (“G&I”), Upstream, Services, Downstream, Technology and Ventures. See Note 5 for financial information about our reportable business segments.

KBR, Inc., a Delaware corporation, was formed on March 21, 2006 as an indirect, wholly owned subsidiary of Halliburton. KBR, Inc. was formed to own and operate KBR Holdings, LLC (“KBR Holdings”).  In November 2006, we completed an initial public offering of 32,016,000 shares of our common stock (the “Offering”) at $17.00 per share.

On February 26, 2007, Halliburton’s board of directors approved a plan under which Halliburton would dispose of its remaining interest in KBR through a tax-free exchange with Halliburton’s stockholders pursuant to an exchange offer. On April 5, 2007, Halliburton completed the separation of KBR by exchanging the 135,627,000 shares of KBR owned by Halliburton for publicly held shares of Halliburton common stock pursuant to the terms of the exchange offer (the “Exchange Offer”) commenced by Halliburton on March 2, 2007.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules of the United States Securities and Exchange commission (“SEC”) for interim financial statements and do not include all annual disclosures required by accounting principles generally accepted in the United States. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 filed with the SEC. We believe that the presentation and disclosures herein are adequate to make the information not misleading, and the condensed consolidated financial statements reflect all normal adjustments that management considers necessary for a fair presentation of our consolidated results of operations, financial position and cash flows. Operating results for interim periods are not necessarily indicative of results to be expected for the full fiscal year 2008 or any other future periods.

The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and costs during the reporting periods. Actual results could differ materially from those estimates. On an ongoing basis, we review our estimates based on information currently available, and changes in facts and circumstances may cause us to revise these estimates.

Our condensed consolidated financial statements include the accounts of majority-owned, controlled subsidiaries and variable interest entities where we are the primary beneficiary. The equity method is used to account for investments in affiliates in which we have the ability to exert significant influence over the affiliates’ operating and financial policies. The cost method is used when we do not have the ability to exert significant influence. All material intercompany accounts and transactions are eliminated.

Minority interest in consolidated subsidiaries in our condensed consolidated balance sheets principally represents minority shareholders’ proportionate share of the equity in our consolidated subsidiaries. Minority interest in consolidated subsidiaries is adjusted each period to reflect the minority shareholders’ allocation of income or the absorption of losses by the minority shareholders on certain majority-owned, controlled investments where the minority shareholders are obligated to fund the balance of their share of these losses.

Revisions. Our prior period consolidated statements of income have been revised to reclassify certain indirect expenses as components of general and administrative expenses rather than as components of cost of services to allow transparency of business unit margins and general and administrative expense consistent with the nature of the underlying costs and the manner in which the costs are managed. See Note 5 for financial information about our reportable business segments and how indirect costs are managed. There was no impact on net income as previously reported in the consolidated statements of income, or on the consolidated balance sheets or the consolidated statements of cash flows, as a result of these revisions. A summary of the financial statement line items affected by the revisions is presented below.

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Index

 	 	 	 	
 	 	For the three months ended
June 30, 2007	 	 	For the six months ended
June 30, 2007	 	
Millions of dollars	 	As Previously
 Reported	 	 	As Revised	 	 	As Previously Reported	 	 	As Revised	 	
Cost of services	 	$	2,057	 	 	$	2,032	 	 	$	4,010	 	 	$	3,957	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
General and administrative	 	$	30	 	 	$	55	 	 	$	59	 	 	$	112	 	

Note 2. Income per Share

Basic income per share is based upon the weighted average number of common shares outstanding during the period. Dilutive income per share includes additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued. A reconciliation of the number of shares used for the basic and diluted income per share calculations is as follows:

 	 	Three Months Ended	 	 	Six Months Ended	 	
 	 	June 30,	 	 	June 30,	 	
Millions of shares	 	2008	 	 	2007	 	 	2008	 	 	2007	 	
Basic weighted average common shares outstanding	 	 	169	 	 	 	168	 	 	 	169	 	 	 	168	 	
Dilutive effect of: Stock options and restricted shares	 	 	2	 	 	 	1	 	 	 	1	 	 	 	1	 	
Diluted weighted average common shares outstanding	 	 	171	 	 	 	169	 	 	 	170	 	 	 	169	 	

No adjustments to net income were required in calculating diluted earnings per share for the three and six months ended June 30, 2008 and 2007.

Note 3. Percentage-of-Completion Contracts
 
Unapproved claims
 
The amounts of unapproved claims included in determining the profit or loss on contracts that use the percentage of completion method of revenue recognition and the amounts included in “Unbilled receivables on uncompleted contracts” as of June 30, 2008 and December 31, 2007 are as follows:

 	 	June 30,	 	 	December 31,	 	
Millions of dollars	 	2008	 	 	2007	 	
Probable unapproved claims	 	$	134	 	 	$	178	 	
Probable unapproved change orders	 	 	1	 	 	 	4	 	
Probable unapproved claims related to unconsolidated subsidiaries	 	 	38	 	 	 	36	 	
Probable unapproved change orders related to unconsolidated subsidiaries	 	 	1	 	 	 	15	 	

As of June 30, 2008, the probable unapproved claims, including those from unconsolidated subsidiaries, related to five completed contracts. See Note 8 for a discussion of certain United States government contract claims, which are not included in the table above because such contracts are not accounted for using the percentage of completion method.

We have contracts with probable unapproved claims that will likely not be settled within one year totaling $133 million and $178 million at June 30, 2008 and December 31, 2007, respectively, included in the table above, which are reflected as a non-current asset in “Unbilled receivables on uncompleted contracts” on the condensed consolidated balance sheets. Other probable unapproved claims that we believe will be settled within one year have been recorded as a current asset in “Unbilled receivables on uncompleted contracts” on the condensed consolidated balance sheets.

- 8 -

Index

Skopje Embassy Project

In 2005, we were awarded a fixed-price contract to design and build a U.S. embassy in Skopje, Macedonia. As a result of a project estimate update and progress achieved on design drawings, we recorded a $12 million loss in connection with this project during the fourth quarter of 2006. Subsequently in 2007, we recorded additional losses on this project of approximately $27 million, and approximately $3 million and $15 million during the three and six months ended June 30, 2008, respectively, bringing our total estimated losses to approximately $54 million. These additional costs are a result of identifying increased costs of materials and the related costs of freight, installation and other costs. We could incur additional costs and losses on this project if our cost estimation processes identify new costs not previously included in our total estimated costs or if our plans to make up lost schedule are not achieved. As of June 30, 2008, the project was approximately 73% complete.

Escravos Project

In connection with our review of a consolidated 50%-owned GTL project in Escravos, Nigeria, during the second quarter of 2006, we identified increases in the overall cost to complete this four-plus year project, which resulted in our recording a $148 million charge before minority interest and taxes during the second quarter of 2006. These cost increases were caused primarily by schedule delays related to civil unrest and security on the Escravos River, changes in the scope of the overall project, engineering and construction changes due to necessary front-end engineering design changes and increases in procurement cost due to project delays. The increased costs were identified as a result of our first check estimate process.

During the first half of 2007, we and our joint venture partner negotiated modifications to the contract terms and conditions resulting in an executed contract amendment in July 2007. The contract was amended to convert from a fixed price to a reimbursable contract whereby we will be paid our actual cost incurred less a credit that approximates the charge we identified in the s e cond quarter of 2006 . The unamortized balance of the charge is included as a component of the “ Reserve for estimated losses on uncompleted contracts ” in the accompanying condensed consolidated balance sheets . Also included in the amended contract are clien t determined incentives that may be earned over the remaining life of the contract. Under the terms of the amended contact, the first $21 million of incentives earned over the remaining life of the contract are not payable to us.   During the six months end ed June 30 , 2008 , we did not recognize approximately $6 million of incentives earned but not payable   under the provisions of the amended contract .   Our Advanced billings on uncompleted contracts included in our condensed consolidated balance sheets related to this project, was $0 million and $236 million at June 30, 2008 and December 31, 2007, respectively.

Note 4. PEMEX

In 1997 and 1998 we entered into three contracts with PEMEX, the project owner, to build offshore platforms, pipelines and related structures in the Bay of Campeche offshore Mexico. The three contracts are known as EPC 1, EPC 22 and EPC 28, respectively. All three projects encountered significant schedule delays and increased costs due to problems with design work that was the contractual responsibility of PEMEX, late delivery and defects in equipment provided by PEMEX, increases in scope and other changes made by PEMEX. We completed work on EPC 28 and EPC 22 in August 2002 and March 2004, respectively. PEMEX took possession of the offshore facilities of EPC 1 in March 2004 after having achieved oil production and prior to our completion of our scope of work pursuant to the contract.

In accordance with the terms of each of the contracts, we filed for arbitration with the International Chamber of Commerce (ICC) in 2004 and 2005 claiming recovery of damages of $323 million, $215 million and $142 million for EPC 1, 22 and 28, respectively. PEMEX subsequently filed counterclaims totaling $157 million, $42 million and $2 million for EPC 1, 22 and 28, respectively.  The arbitration hearings were held in 2006 for EPC 22 and EPC 28 and in November 2007 for EPC 1. In January 2008, we received payment from PEMEX related to the EPC 22 arbitration award of the ICC panel which was sufficient for recovery of our investment in the note receivable for this contract, as well as $4 million in interest income in the fourth quarter of 2007. We received notice in February 2008, that the ICC approved the arbitration panel’s decision to award in favor of KBR on the EPC 28 arbitration. The net award in our favor was approximately $76 million plus accrued interest since 2002 which we estimate ranges between $36 million and $49 million depending on whether interest is calculated on a simple or compound method. The amount of the award exceeded the book value of our claim receivable and accounts receivable of $61 million related to this project. As a result, we recorded in the first quarter of 2008 an increase to revenue and a gain of $51 million. Although the arbitration award is legally binding and enforceable, we have filed a proceeding in the U.S. to recognize the award. PEMEX has also filed a legal proceeding in Mexico to challenge the award and we have responded.    As a result, we believe collection of the award may not occur in the next 12 months and therefore, we have classified the total $116 million due from PEMEX for EPC 28 as a long term receivable included in “Other assets” on the condensed consolidated balance sheet at June 30, 2008. We estimate that the EPC 1 award will be made in the fourth quarter of 2008.

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As a result of the arbitration awards for EPC 22 and EPC 28, the costs incurred related to these two projects are no longer classified as probable claims. The costs incurred related to EPC 1 continues to be classified as a probable claim receivable. There have been no significant adjustments to the EPC 1 claim amount since 2004. Based on facts known by us as of June 30, 2008, we believe that the remaining EPC 1 counterclaims referred to above filed by PEMEX are without merit and have concluded there is no reasonable possibility that a loss has been incurred. No amounts have been accrued for these counterclaims at June 30, 2008.

Note 5. Business Segment Information

We provide a wide range of services, but the management of our business is heavily focused on major projects within each of our reportable segments. At any given time, a relatively few number of projects and joint ventures represent a substantial part of our operations.

During the third quarter of 2007, we announced the reorganization of our operations into six business units as a result of a change in operational and market strategies in order to maximize KBR’s resources for future opportunities. Each business unit has its own leader who reports to our chief executive officer (“CEO”) who is also our chief operating decision maker. During the fourth quarter of 2007, we completed the reorganization of our monthly financial and operating information provided to our chief operating decision maker and accordingly, we redefined our reportable segments consistent with the financial information that our chief operating decision maker reviews to evaluate operating performance and make resource allocation decisions. Our reportable segments are Government and Infrastructure, Upstream and Services. Our segment information has been prepared in accordance SFAS No. 131 “Disclosures About Segments of an Enterprise and Related Information” and all prior period amounts have been restated to conform to the current presentation.

We reorganized our internal reporting structure based on similar products and services. The following is a description of our three reportable segments:

Government and Infrastructure . Our G&I reportable segment delivers on-demand support services across the full military mission cycle from contingency logistics and field support to operations and maintenance on military bases. In the civil infrastructure market, we operate in diverse sectors, including transportation, waste and water treatment, and facilities maintenance. We provide program and project management, contingency logistics, operations and maintenance, construction, management, engineering, and other services to military and civilian branches of governments and private clients worldwide.

Upstream.   Our Upstream reportable segment designs and constructs energy and petrochemical projects, including large, technically complex projects in remote locations around the world. Our expertise includes LNG and GTL gas monetization facilities, refineries, petrochemical plants, onshore and offshore oil and gas production facilities (including platforms, floating production and subsea facilities), and onshore and offshore pipelines. We provide a complete range of EPC-CS services, as well as program and project management, consulting and technology services.

Services. Our Services reportable segment provides construction and industrial services. Our construction services include major project construction, construction management and module and pipe fabrication services. Our industrial services include routine maintenance small capital and turnaround services as well as the full range of high value services including startup commissioning, procurement support, facility services, supply chain solutions, and electrical and instrumentation solutions. We also provide offshore maintenance and construction services to oil and gas facilities using semisubmersible vessels in the Bay of Campeche through a jointly held venture. Our services are delivered to customers in a variety of industries including the petrochemical, refining, pulp and paper, and energy industries.

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Certain of our operating segments do not individually meet the quantitative thresholds as a reportable segment nor do they share a majority of the aggregation criteria with another operating segment. These operating segments are reported on a combined basis as “Other” and include our Downstream, Technology, and Ventures operating segments as well as corporate expenses not included in the operating segments’ results.

Intersegment revenues are immaterial. Our equity in earnings and losses of unconsolidated affiliates that are accounted for using the equity method of accounting is included in revenue of the applicable segment.

The table below presents information on our business segments.

 	 	Three Months Ended	 	 	Six Months Ended	 	
 	 	June 30,	 	 	June 30,	 	
Millions of dollars	 	2008	 	 	2007	 	 	2008	 	 	2007	 	
Revenue:	 	 	 	 	 	 	 	 	 	 	 	 	
Government and Infrastructure	 	$	1,707	 	 	$	1,482	 	 	$	3,391	 	 	$	2,939	 	
Upstream	 	 	699	 	 	 	485	 	 	 	1,310	 	 	 	877	 	
Services	 	 	129	 	 	 	78	 	 	 	237	 	 	 	149	 	
Other	 	 	123	 	 	 	107	 	 	 	239	 	 	 	214	 	
Total revenue	 	$	2,658	 	 	$	2,152	 	 	$	5,177	 	 	$	4,179	 	
Operating segment income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Government and Infrastructure	 	$	63	 	 	$	58	 	 	$	143	 	 	$	128	 	
Upstream	 	 	39	 	 	 	47	 	 	 	144	 	 	 	67	 	
Services	 	 	17	 	 	 	17	 	 	 	30	 	 	 	27	 	
Other	 	 	21	 	 	 	2	 	 	 	30	 	 	 	10	 	
Operating segment income (a)	 	$	140	 	 	$	124	 	 	$	347	 	 	$	232	 	
Unallocated amounts:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Labor cost absorption (b)	 	 	2	 	 	 	(4	)	 	 	5	 	 	 	(10	)	
Corporate general and administrative	 	 	(52	)	 	 	(55	)	 	 	(108	)	 	 	(112	)	
Total operating income	 	$	90	 	 	$	65	 	 	$	244	 	 	$	110	 	

	(a)	Operating segment performance is evaluated by our chief operating decision maker using operating segment income which is defined as operating segment revenue less the cost of services and segment overhead directly attributable to the operating segment. Operating segment income excludes certain cost of services directly attributable to the operating segment that is managed and reported at the corporate level, and corporate general and administrative expenses. We believe this is the most accurate measure of the ongoing profitability of our operating segments.	

	(b)	Labor cost absorption represents costs incurred by our central service labor and resource groups (above)/ under the amounts charged to the operating segments.	

Note 6. Committed Cash
 
Cash and equivalents include cash from advanced payments related to contracts in progress held by ourselves or our joint ventures that we consolidate for accounting purposes. The use of these cash balances is limited to the specific projects or joint venture activities and is not available for other projects, general cash needs, or distribution to us without approval of the board of directors of the respective joint venture or subsidiary. At June 30, 2008 and December 31, 2007, cash and equivalents include approximately $211 million and $483 million, respectively, in cash from advanced payments held by ourselves or our joint ventures that we consolidate for accounting purposes.

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Note 7. Comprehensive Income
 
The components of other comprehensive income included the following:

 	 	Three Months Ended	 	 	Six Months Ended	 	
 	 	June 30,	 	 	June 30,	 	
Millions of dollars	 	2008	 	 	2007	 	 	2008	 	 	2007	 	
Net income	 	$	48	 	 	$	140	 	 	$	146	 	 	$	168	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cumulative translation adjustments	 	 	(1	)	 	 	(17	)	 	 	(2	)	 	 	(18	)	
Pension liability adjustment	 	 	2	 	 	 	95	 	 	 	4	 	 	 	100	 	
Net unrealized gains (losses) on investments and derivatives	 	 	1	 	 	 	-	 	 	 	1	 	 	 	(1	)	
Total comprehensive income	 	$	50	 	 	$	218	 	 	$	149	 	 	$	249	 	

Comprehensive income for the three and six months ended June 30, 2007 includes the elimination of net cumulative translation and pension liability adjustments of $(22) million and $90 million, respectively, related to the disposition of our 51% interest in DML in the second quarter of 2007.

Accumulated other comprehensive loss consisted of the following:

 	 	June 30,	 	 	December 31,	 	
Millions of dollars	 	2008	 	 	2007	 	
Cumulative translation adjustments	 	$	36	 	 	$	38	 	
Pension liability adjustments	 	 	(153	)	 	 	(159	)	
Unrealized gains (losses) on investments and derivatives	 	 	-	 	 	 	(1	)	
Total accumulated other comprehensive loss	 	$	(117	)	 	$	(122	)	

Accumulated other comprehensive loss was charged $2 million, net of tax as of January 1, 2008, as a result of the measurement date requirements of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R).”  See Note 13 for further information.

Note 8. United States Government Contract Work
 
We provide substantial work under our government contracts with the United States Department of Defense and other governmental agencies. These contracts include our worldwide United States Army logistics contracts, known as LogCAP and U.S. Army Europe (“USAREUR”).

Given the demands of working in Iraq and elsewhere for the United States government, we have from time to time, had disagreements or performance issues with the various government customers for which we work.  In such instances, the government retains the right to pursue remedies, which could include threatened termination or termination, under any affected contract. If any contract were so terminated, we may not receive award fees under the affected contract, and our ability to secure future contracts could be adversely affected, although we would receive payment for amounts owed for our allowable costs incurred under cost-reimbursable contracts. To date, none of our U.S. or any other government contracts have been terminated.  Other remedies that could be sought by our government customers for any improper activities or performance issues include sanctions such as forfeiture of profits, suspension of payments, fines, and suspensions or debarment from doing business with the government. Further, the negative publicity that could arise from disagreements with our customers or sanctions as a result thereof could have an adverse effect on our reputation in the industry, reduce our ability to compete for new contracts, and may also have a material adverse effect on our business, financial condition, results of operations, and cash flow.

We have experienced and expect to be a party to various claims against us by employees, third parties, soldiers and others that have arisen out of our work in war zones such as claims for wrongful termination, assaults against employees, personal injury claims by third parties and army personnel, and contractor claims. While we believe we conduct our operations safely, the environments in which we operate often lead to these types of claims. We believe the vast majority of these types of claims are governed by the Defense Base Act or precluded by other defenses. We have a dispute resolution program under which most of these employee claims are subject to binding arbitration. However, an unfavorable resolution or disposition of these matters could have a material adverse effect on our business, results of operations, financial condition and cash flow.

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DCAA audit issues
 
Our operations under United States government contracts are regularly reviewed and audited by the Defense Contract Audit Agency (“DCAA”) and other governmental agencies. The DCAA serves in an advisory role to our customer. When issues are identified during the governmental agency audit process, these issues are typically discussed and reviewed with us. The DCAA then issues an audit report with its recommendations to our customer’s contracting officer. In the case of management systems and other contract administrative issues, the contracting officer is generally with the Defense Contract Management Agency (“DCMA”). We then work with our customer to resolve the issues noted in the audit report. We self-disallow costs that are expressly not allocable to government contracts per the relevant regulations.  However, if our customer or a government auditor forms an opinion that we improperly charged any costs to a contract, these costs, depending on facts and circumstances and the issue resolution process, could become non-reimbursable and in such instances if already reimbursed, the costs must be refunded to the customer. Our revenue recorded for government contract work is reduced for our estimate of potentially refundable costs related to dispute issues that may be categorized as disputed or unallowable as a result of cost overruns or the audit process.

Security . In February 2007, we received a letter from the Department of the Army informing us of their intent to adjust payments under the LogCAP III contract associated with the cost incurred by the subcontractors to provide security to their employees. Based on this letter, the Army withheld it’s initial assessment of $20 million. The Army based its assessment on one subcontract wherein, based on communications with the subcontractor, the Army estimated 6% of the total subcontract cost related to the private security costs. The Army indicated that not all task orders and subcontracts have been reviewed and that they may make additional adjustments. The Army indicated that, within 60 days, they would begin making further adjustments equal to 6% of prior and current subcontractor costs unless we provided timely information sufficient to show that such action was not necessary to protect the government’s interest.

The Army indicated that they believe our LogCAP III contract prohibits us from billing costs of privately acquired security. We believe that, while the LogCAP III contract anticipates that the Army will provide force protection to KBR employees, it does not prohibit any of our subcontractors from using private security services to provide force protection to subcontractor personnel. In addition, a significant portion of our subcontracts are competitively bid lump sum or fixed price subcontracts. As a result, we do not receive details of the subcontractors’ cost estimate nor are we legally entitled to it. Accordingly, we believe that we are entitled to reimbursement by the Army for the cost of services provided by our subcontractors, even if they incurred costs for private force protection services. Therefore, we believe that the Army’s position that such costs are unallowable and that they are entitled to withhold amounts incurred for such costs is wrong as a matter of law.

If we are unable to demonstrate that such action by the Army is not necessary, a 6% suspension of all subcontractor costs incurred to date could result in suspended costs of approximately $400 million. The Army has asked us to provide information that addresses the use of armed security either directly or indirectly charged to LogCAP III. The actual costs associated with these activities cannot be accurately estimated, but we believe that they should be less than 6% of the total subcontractor costs. We will continue to work with the Army to resolve this issue. In October 2007, we filed a claim to recover the amounts withheld which was deemed denied as a result of no response from the DCMA. In March 2008, we filed an appeal to the Armed Services Board of Contracts Appeals to recover the amounts withheld. At this time, the likelihood that a loss related to this matter has been incurred is remote.  As of June 30, 2008, we had not adjusted our revenues or accrued any amounts related to this matter.

Dining Facility Support Servi ces . In April 2007, DCAA recommended withholding $13 million of payments from KBR alleging that Eurest Support Services (Cypress) International Limited (“ESS”), a subcontractor to KBR providing dining facility services in conjunction with our Logcap III contract in Iraq, over-billed for the cost related to the use of power generators. Payments of $13 million were withheld from us. In the first quarter of 2008, we favorably resolved this matter with the DCAA resulting in the DCAA rescinding its previously issued withholding.

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Containers. In June 2005, the DCAA recommended withholding certain costs associated with providing containerized housing for soldiers and supporting civilian personnel in Iraq. The DCAA recommended that the costs be withheld pending receipt of additional explanation or documentation to support the subcontract costs. During 2006, we resolved approximately $26 million of the withheld amounts with our contracting officer and payment was received in the first quarter of 2007. In May of 2008, we received notice from the DCMA of their intention to rescind their 2006 determination to allow the $26 million of costs pending additional supporting information.  As of June 30, 2008, approximately $55 million of costs have been suspended related to this matter of which $32 million has been withheld by us from our subcontractors.  In April 2008, we filed a counterclaim in arbitration against one of our LogCAP III subcontractors, First Kuwaiti Trading Company, to recover approximately $51 million paid to the subcontractor for containerized housing as further described under the caption First Kuwaiti Arbitration below.  We will continue working with the government and our subcontractors to resolve the remaining amounts.  At this time, the likelihood that a loss in excess of the amount accrued for this matter is remote.

Dining facilities . In the third quarter of 2006, the DCAA raised questions regarding $95 million of costs related to dining facilities in Iraq. We responded to the DCAA that our costs are reasonable. In the fourth quarter of 2007, the DCMA suspended payment for $11 million of costs related to these dining facilities until such time we provide documentation to support the price reasonableness of the rates negotiated with our subcontractor and demonstrate that the amounts billed were in accordance with the contract terms. In the first quarter of 2008, the DCMA suspended payment for an additional $53 million of costs until such time we provide documentation to support the price reasonableness of the rates negotiated with the subcontractor. We believe the prices obtained for these services were reasonable and intend to vigorously defend ourselves on this matter. We are working with our customer and the DCAA to resolve the issue. With respect to questions raised regarding billing in accordance with contract terms, as of June 30, 2008 , we believe it is reasonably possible that we could incur losses in excess of the amount accrued for possible subcontractor costs billed to the customer that were possibly not in accordance with contract terms. However, we are unable to estimate an amount of possible loss or range of possible loss in excess of the amount accrued related to any costs billed to the customer that were not in accordance with the contract terms.

Kosovo fuel . In April 2007, the Department of Justice (“DOJ”) issued a letter alleging the theft in 2004 and subsequent sale of diesel fuel by KBR employees assigned to Camp Bondsteel in Kosovo. In addition, the letter alleges that KBR employees falsified records to conceal the thefts from the Army. The total value of the fuel in question is estimated by the DOJ at approximately $2 million based on an audit report issued by the DCAA. We believe the volume of the alleged misappropriated fuel is significantly less than the amount estimated by the DCAA. We responded to the DOJ that we had maintained adequate programs to control, protect, and preserve the fuel in question. We further believe that our contract with the Army expressly limits KBR’s responsibility for such losses. Our discussions with the DOJ are ongoing and have included items ranging from settlement of this matter for de minimus amounts to the DOJ reserving their rights to litigate. Should litigation occur, we believe we have meritorious defenses and intend to vigorously defend ourselves. Neither our client nor the DCAA has indicated any intent to withhold payments from us relating to this matter. We believe the likelihood that a loss has been incurred related to this matter is remote and accordingly, no amounts have been accrued.

Transporta tion costs . The DCAA, in performing its audit activities under the LogCAP III contract, raised a question about our compliance with the provisions of the Fly America Act. Subject to certain exceptions, the Fly America Act requires Federal employees and others performing U.S. Government financed foreign air travel to travel by U.S. flag air carriers. There are times when we transported personnel in connection with our services for the U.S. military where we may not have been in compliance with the Fly America Act and its interpretations through the Federal Acquisition Regulations and the Comptroller General. As of June 30, 2008, we have accrued an estimate of the cost incurred for these potentially non-compliant flights with a corresponding reduction to revenue.  The DCAA may consider additional flights to be noncompliant resulting in potential larger amounts of disallowed costs than the amount we have accrued.  At this time, we cannot estimate a range of reasonably possible losses that may have been incurred, if any, in excess of the amount accrued.   We will continue to work with our customer to resolve this matter.

Other issues. The DCAA is continuously performing audits of costs incurred for the foregoing and other services provided by us under our government contracts. During these audits, there have been questions raised by the DCAA about the reasonableness or allowability of certain costs or the quality or quantity of supporting documentation. The DCAA might recommend withholding some portion of the questioned costs while the issues are being resolved with our customer. Because of the intense scrutiny involving our government contracts operations, issues raised by the DCAA may be more difficult to resolve. We do not believe any potential withholding will have a significant or sustained impact on our liquidity.

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Investigations relating to Iraq, Kuwait and Afghanistan

In the first quarter of 2005, the DOJ issued two indictments associated with overbilling issues we previously reported to the Department of Defense Inspector General’s office as well as to our customer, the Army Materiel Command, against a former KBR procurement manager and a manager of La Nouvelle Trading & Contracting Company, W.L.L. We provided information to the DoD Inspector General’s office in February 2004 about other contacts between former employees and our subcontractors. In March 2006, one of these former employees pled guilty to taking money in exchange for awarding work to a Saudi Arabian subcontractor. The Inspector General’s investigation of these matters may continue.

We understand that the DOJ, an Assistant United States Attorney based in Illinois, and others are investigating these and other individually immaterial matters we have reported related to our government contract work in Iraq. If criminal wrongdoing were found, criminal penalties could range up to the greater of $500,000 in fines per count for a corporation or twice the gross pecuniary gain or loss. We also understand that current and former employees of KBR have received subpoenas and have given or may give grand jury or trial testimony related to some of these and other matters.

Various Congressional committees have conducted hearings on the U.S. military’s reliance on civilian contractors, including with respect to military operations in Iraq. We have provided testimony and information for these hearings. We continue to provide information and testimony with respect to operations in Iraq in these Congressional committees, including the House Armed Services Committee.  During the first quarter of 2008, we received Congressional inquiries regarding our offshore payroll structure and whether FICA taxes should have been withheld.  We have responded to those inquiries and we believe we have substantially complied with the applicable laws and regulations that pertain to our payroll withholdings. In June 2008, the Heroes Earnings Assistance and Relief Tax (HEART) Act was signed into law and is effective beginning August 1, 2008.  We believe our employees that are U.S. citizens or residents performing services on U.S. government contracts are subject to the HEART Act.  Accordingly, at the effective date we will begin withholding FICA taxes, pay the employer matching of such taxes and charge such costs to our reimbursable contract.  We do not believe that the change in law will have a material impact to our financial position, results of operations, or cash flows.

We have identified and reported to the U.S. Departments of State and Commerce numerous exports of materials, including personal protection equipment such as helmets, goggles, body armor and chemical protective suits, in connection with personnel deployed to Iraq and Afghanistan that possibly were not in accordance with the terms of our export license or applicable regulations. However, we believe that the facts and circumstances leading to our conclusion of possible non-compliance are unique and potentially mitigate any possible fines and penalties because the exported items are the property of the U.S. government and are used or consumed in connection with services rendered to the U.S. government.   In addition, we have responded to a March 19, 2007, subpoena from the DoD Inspector General concerning licensing for armor for convoy trucks and antiboycott issues. We continue to comply with the requests to provide information under the subpoena. Whereas it is reasonably possible that we may be subject to fines and penalties for possible acts that are not in compliance with our export license or regulations, at this time it is not possible to estimate an amount of loss or range of losses that may have been incurred. A failure to comply with these laws and regulations could result in civil and/or criminal sanctions, including the imposition of fines upon us as well as the denial of export privileges and debarment from participation in U.S. government contracts. We are in ongoing communications with the appropriate authorities with respect to these matters.

Claims
 
We had unapproved claims for costs incurred under various government contracts totaling $70 million at June 30, 2008 and $82 million at December 31, 2007.  The unapproved claims outstanding at June 30, 2008 and December 31, 2007 are considered to be probable of collection and have been recognized as revenue. These unapproved claims relate to contracts where our costs have exceeded the customer’s funded value of the task order and therefore could not be billed. We understand that our customer is actively seeking funds that have been or will be appropriated to the Department of Defense that can be obligated on our contract.

In addition, as of June 30, 2008 and December 31, 2007, we had incurred approximately $37 million and $156 million, respectively, of costs under the LogCAP III contract that could not be billed to the government due to lack of appropriate funding on various task orders. These amounts were associated with task orders that had sufficient funding in total, but the funding was not appropriately allocated among the task orders. We have submitted requests for reallocations of funding to the U.S. Army and continue to work with them to resolve this matter . We anticipate the negotiations will result in an appropriate distribution of funding by the client and collection of the full amounts due.

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DCMA system reviews
 
Report on estimating system. In December 2004, the DCMA granted continued approval of our estimating system, stating that our estimating system is “acceptable with corrective action.” We have addressed the issues raised by the DCMA. Specifically, based on the unprecedented level of support that our employees are providing the military in Iraq, Kuwait, and Afghanistan, we updated our estimating policies and procedures to make them better suited to such contingency situations. Additionally, we have completed our development of a detailed training program and have made it available to all estimating personnel to ensure that employees are adequately prepared to deal with the challenges and unique circumstances associated with a contingency operation. We continue to address new issues as they are raised by the DCAA.
 
Report on purchasing system. As a result of a Contractor Purchasing System Review by the DCMA during the fourth quarter of 2005, the DCMA granted the continued approval of our government contract purchasing system. The DCMA’s October 2005 approval letter stated that our purchasing system’s policies and practices are “effective and efficient, and provide adequate protection of the Government’s interest.” During the second quarter of 2008, the DCMA granted, again, continued approval of our government contract purchasing system.
 
Report on accounting system. We received two draft reports on our accounting system, which raised various issues and questions. We have responded to the points raised by the DCAA, but this review remains open. In the fourth quarter of 2006, the DCAA finalized its report and submitted it to the DCMA, who will make a determination of the adequacy of our accounting systems for government contracting. We have prepared an action plan considering the DCAA recommendations and continue to meet with these agencies to discuss the ultimate resolution. KBR’s accounting system is currently deemed acceptable for accumulating costs incurred under US Government contracts.
 
SIGIR Report
 
The Special Inspector General for Iraq Reconstruction, or SIGIR, was created by Congress to provide oversight of the Iraq Relief and Reconstruction Fund (IRRF) and all obligations, expenditures, and revenues associated with reconstruction and rehabilitation activities in Iraq. SIGIR reports, from time to time, make reference to KBR regarding various matters. We believe we have addressed all issues raised by prior SIGIR reports and we will continue to do so as new issues are raised.
 
McBride Qui Tam suit
 
In September 2006, we became aware of a qui tam action filed against us by a former employee alleging various wrongdoings in the form of overbillings of our customer on the LogCAP III contract. This case was originally filed pending the government’s decision whether or not to participate in the suit. In June 2006, the government formally declined to participate. The principal allegations are that our compensation for the provision of Morale, Welfare and Recreation (“MWR”) facilities under LogCAP III is based on the volume of usage of those facilities and that we deliberately overstated that usage. In accordance with the contract, we charged our customer based on actual cost, not based on the number of users. It was also alleged that, during the period from November 2004 into mid-December 2004, we continued to bill the customer for lunches, although the dining facility was closed and not serving lunches. There are also allegations regarding housing containers and our provision of services to our employees and contractors. On July 5, 2007, the court granted our motion to dismiss the qui tam claims and to compel arbitration of employment claims including a claim that the plaintiff was unlawfully discharged. The majority of the plaintiff’s claims were dismissed but the plaintiff was allowed to pursue limited claims pending discovery and future motions. All employment claims were sent to arbitration under the Company’s dispute resolution program.   We believe the relator’s claim is without merit and believe the likelihood that a loss has been incurred is remote. As of June 30, 2008, no amounts have been accrued.
 
Wilson and Warren Qui Tam suit

During November 2006, we became aware of a qui tam action filed against us alleging that we overcharged the military $30 million by failing to adequately maintain trucks used to move supplies in convoys and by sending empty trucks in convoys. It was alleged that the purpose of these acts was to cause the trucks to break down more frequently than they would if properly maintained and to unnecessarily expose them to the risk of insurgent attacks, both for the purpose of necessitating their replacement thus increasing our revenue. The suit also alleges that in order to silence the plaintiffs, who allegedly were attempting to report those allegations and other alleged wrongdoing, we unlawfully terminated them. On February 6, 2007, the court granted our motion to dismiss the plaintiffs’ qui tam claims as legally insufficient and ordered the plaintiffs to arbitrate their claims that they were unlawfully discharged. The final judgment in our favor was entered on April 30, 2007 and subsequently appealed by the plaintiffs on May 3, 2007. We believe the relators’ claims are without merit and believe the likelihood that a loss has been incurred is remote. As of June 30, 2008, no amounts have been accrued.

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Godfrey Qui Tam suit

In December 2005, we became aware of a qui tam action filed against us and several of our subcontractors by a former employee alleging that we violated the False Claims Act by submitting overcharges to the government for dining facility services provided in Iraq under the LogCAP III contract. As required by the False Claims Act, the lawsuit was filed under seal to permit the government to investigate the allegations. In early April 2007, the court denied the government’s motion for the case to remain under seal, and on April 23, 2007, the government filed a notice stating that it was not participating in the suit. In August 2007, the relator filed an amended complaint which added an additional contract to the allegations and added retaliation claims. We filed motions to dismiss and to compel arbitration which were granted on March 13, 2008 for all counts except as to the employment issues which were sent to arbitration. The relator has filed an appeal. As formal discovery has not been undertaken, we are unable to determine the likely outcome at this time. No amounts have been accrued because we cannot determine any reasonable estimate of loss that may have been incurred, if any.

ASCO Litigation

On July 23, 2008, in a trial in which KBR was a defendant, a jury in Texas awarded Associated Construction Company WLL (ASCO) damages of $39 million plus attorneys fees and interest subject to the court rendering a final judgment that is expected within 30 - 60 days. In 2003, ASCO was a subcontractor to KBR in Iraq related to work performed on our LogCAP III contract.  Since such time, we have believed we had meritorious defenses against ASCO’s claims and that any supportable portion of their claim would be billable to our customer.  We intend to appeal but we will seek our customer’s advice regarding other actions to take which may include an appeal.  At this time, we cannot predict the likelihood of our succeeding in our appeal.  We have accrued $40 million representing our probable estimate of the jury award.  We believe the amounts of the jury award are billable to the customer; however, we are not able to determine if the jury award can be fully recovered at this time.

First Kuwaiti Arbitration

In April 2008 First Kuwaiti Trading Company, one of our LOGCAP III subcontractors, filed for arbitration of a subcontract under which KBR had leased vehicles related to work performed on our LOGCAP III contract.  First Kuwaiti alleged that we did not return or pay rent for many of the vehicles and sought damages in the amount of $39 million.  We filed a counterclaim to recover amounts which may ultimately be determined due to the Government for the $51 million in suspended costs. First Kuwaiti subsequently responded by adding additional subcontract claims, increasing its total claim to approximately $88 million.  This matter is in the early stages of the arbitration process and no amounts have been accrued as we are unable to determine a reasonable estimate of loss, if any, at this time.

Note 9. Other Commitments and Contingencies
 
Foreign Corrupt Practices Act investigations

Halliburton provided indemnification in favor of KBR under the Master Separation Agreement for certain contingent liabilities, including Halliburton’s indemnification of KBR and any of its greater than 50%-owned subsidiaries as of November 20, 2006, the date of the master separation agreement, for fines or other monetary penalties or direct monetary damages, including disgorgement, as a result of a claim made or assessed by a governmental authority in the United States, the United Kingdom, France, Nigeria, Switzerland and/or Algeria, or a settlement thereof, related to alleged or actual violations occurring prior to November 20, 2006 of the FCPA or particular, analogous applicable foreign statutes, laws, rules, and regulations in connection with investigations pending as of that date including with respect to the construction and subsequent expansion by TSKJ of a natural gas liquefaction complex and related facilities at Bonny Island in Rivers State, Nigeria. The following provides a detailed discussion of the FCPA investigation.

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The SEC is conducting a formal investigation into whether improper payments were made to government officials in Nigeria through the use of agents or subcontractors in connection with the construction and subsequent expansion by TSKJ of a multibillion dollar natural gas liquefaction complex and related facilities at Bonny Island in Rivers State, Nigeria. The DOJ is also conducting a related criminal investigation. The SEC has also issued subpoenas seeking information which has been furnished regarding current and former agents used in connection with multiple projects, including current and prior projects, over the past 20 years located both in and outside of Nigeria in which we, Halliburton, The M.W. Kellogg Company, M.W. Kellogg Limited or their or our joint ventures are or were participants. In September 2006, the SEC requested that Halliburton, for itself and all of its subsidiaries, enter into a tolling agreement on behalf of Halliburton and KBR with respect to its investigation. In 2008, Halliburton entered into tolling agreements with the SEC and the DOJ. KBR has entered into a tolling agreement with the DOJ and expects to enter into a tolling agreement with the SEC.

In 2007, we and Halliburton each received a grand jury subpoena from the DOJ and subpoenas from the SEC related to the Bonny Island project asking for additional information on the immigration service providers used by TSKJ. We have provided the requested documents to the DOJ and SEC and will continue to provide Halliburton with the requested information in accordance with the master separation agreement.

TSKJ is a private limited liability company registered in Madeira, Portugal whose members are Technip SA of France, Snamprogetti Netherlands B.V. (a subsidiary of Saipem SpA of Italy), JGC Corporation of Japan, and Kellogg Brown & Root LLC (a subsidiary of ours and successor to The M.W. Kellogg Company), each of which had an approximately 25% interest in the venture at December 31, 2007. TSKJ and other similarly owned entities entered into various contracts to build and expand the liquefied natural gas project for Nigeria LNG Limited, which is owned by the Nigerian National Petroleum Corporation, Shell Gas B.V., Cleag Limited (an affiliate of Total), and Agip International B.V. (an affiliate of ENI SpA of Italy). M.W. Kellogg Limited is a joint venture in which we had a 55% interest at December 31, 2007, and M.W. Kellogg Limited and The M.W. Kellogg Company were subsidiaries of Dresser Industries before Halliburton’s 1998 acquisition of Dresser Industries. The M.W. Kellogg Company was later merged with a Halliburton subsidiary to form Kellogg Brown & Root, one of our subsidiaries.

The SEC and the DOJ have been reviewing these matters in light of the requirements of the FCPA. Halliburton and KBR have been cooperating with the SEC and DOJ investigations and with other investigations into the Bonny Island project in France, Nigeria and Switzerland. The Serious Frauds Office in the United Kingdom is conducting an investigation relating to the Bonny Island project and recently made contact with KBR to request limited information. Under the master separation agreement, Halliburton will continue to oversee and direct the investigations and, pursuant to the terms of the Master Separation Agreement, will at all times have and maintain control over the investigation, defense and/or settlement of the matters under investigation.

The matters under investigation relating to the Bonny Island project cover an extended period of time (in some cases significantly before Halliburton’s 1998 acquisition of Dresser Industries and continuing through the current time period). We have produced documents to the SEC and the DOJ both voluntarily and pursuant to company subpoenas from the files of numerous officers and employees of Halliburton and KBR, including many current and former executives of Halliburton and KBR, and we are making our employees available to the SEC and the DOJ for interviews. In addition, we understand that the SEC has issued a subpoena to A. Jack Stanley, who formerly served as a consultant and chairman of Kellogg Brown & Root and to others, including certain of our current and former employees, former executive officers and at least one of our subcontractors. We further understand that the DOJ issued subpoenas for the purpose of obtaining information abroad, and we understand that other partners in TSKJ have provided information to the DOJ and the SEC with respect to the investigations, either voluntarily or under subpoenas.

The SEC and DOJ investigations include an examination of whether TSKJ’s engagement of Tri-Star Investments as an agent and a Japanese trading company as a subcontractor to provide services to TSKJ were utilized to make improper payments to Nigerian government officials. In connection with the Bonny Island project, TSKJ entered into a series of agency agreements, including with Tri-Star Investments, of which Jeffrey Tesler is a principal, commencing in 1995 and a series of subcontracts with a Japanese trading company commencing in 1996. We understand that a French magistrate has officially placed Mr. Tesler under investigation for corruption of a foreign public official. In Nigeria, a legislative committee of the National Assembly and the Economic and Financial Crimes Commission, which is organized as part of the executive branch of the government, are also investigating these matters. Our representatives have met with the French magistrate and Nigerian officials. In October 2004, representatives of TSKJ voluntarily testified before the Nigerian legislative committee.

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Halliburton notified the other owners of TSKJ of information provided by the investigations and asked each of them to conduct their own investigation. TSKJ has suspended the receipt of services from and payments to Tri-Star Investments and the Japanese trading company and has considered instituting legal proceedings to declare all agency agreements with Tri-Star Investments terminated and to recover all amounts previously paid under those agreements. In February 2005, TSKJ notified the Attorney General of Nigeria that TSKJ would not oppose the Attorney General’s efforts to have sums of money held on deposit in accounts of Tri-Star Investments in banks in Switzerland transferred to Nigeria and to have the legal ownership of such sums determined in the Nigerian courts.

As a result of these investigations, information has been uncovered suggesting that, commencing at least 10 years ago, members of TSKJ planned payments to Nigerian officials. We have reason to believe, based on the ongoing investigations, that payments may have been made by agents of TSKJ to Nigerian officials. The government has recently confirmed that it has evidence of such payments. The government has also recently advised Halliburton and KBR that it has evidence of payments to Nigerian officials by another agent in connection with a separate KBR-managed offshore project in Nigeria, and possibly evidence of payments in connection with other projects in Nigeria. In addition, information uncovered in the summer of 2006 suggests that, prior to 1998, plans may have been made by employees of The M.W. Kellogg Company to make payments to government officials in connection with the pursuit of a number of other projects in countries outside of Nigeria. Halliburton is reviewing a number of documents related to KBR activities in countries outside of Nigeria with respect to agents for projects after 1998. Certain of the activities involve current or former employees or persons who were or are consultants to us, and the investigation is continuing.

In June 2004, all relationships with Mr. Stanley and another consultant and former employee of M.W. Kellogg Limited were terminated. The terminations occurred because of violations of Halliburton’s Code of Business Conduct that allegedly involved the receipt of improper personal benefits from Mr. Tesler in connection with TSKJ’s construction of the Bonny Island project.

In 2006, Halliburton and KBR suspended the services of another agent who, until such suspension, had worked for us outside of Nigeria on several current projects, including a separate KBR managed offshore project in Nigeria, and on numerous older projects going back to the early 1980s. In addition, Halliburton suspended the services of an additional agent on a separate current Nigerian project with respect to which Halliburton has received from a joint venture partner on that project allegations of wrongful payments made by such agent. Until such time as the agents’ suspensions are favorably resolved, KBR will continue the suspension of its use of both of the referenced agents.

A person or entity found in violation of the FCPA could be subject to fines, civil penalties of up to $500,000 per violation, equitable remedies, including disgorgement (if applicable) generally of profits, including prejudgment interest on such profits, causally connected to the violation, and injunctive relief. Criminal penalties could range up to the greater of $2 million per violation or twice the gross pecuniary gain or loss from the violation, which could be substantially greater than $2 million per violation. It is possible that both the SEC and the DOJ could assert that there have been multiple violations, which could lead to multiple fines. The amount of any fines or monetary penalties which could be assessed would depend on, among other factors, the findings regarding the amount, timing, nature and scope of any improper payments, whether any such payments were authorized by or made with knowledge of us or our affiliates, the amount of gross pecuniary gain or loss involved, and the level of cooperation provided the government authorities during the investigations. Agreed dispositions of these types of violations also frequently result in an acknowledgement of wrongdoing by the entity and the appointment of a monitor on terms negotiated with the SEC and the DOJ to review and monitor current and future business practices, including the retention of agents, with the goal of assuring compliance with the FCPA. Other potential consequences could be significant and include suspension or debarment of our ability to contract with governmental agencies of the United States and of foreign countries. In the three and six months ended June 30, 2008, we had revenue of approximately $1.5 billion and $3.0 billion, respectively, from our government contracts work with agencies of the United States or state or local governments. If necessary, we would seek to obtain administrative agreements or waivers from the DoD and other agencies to avoid suspension or debarment. In addition, we may be excluded from bidding on MoD contracts in the United Kingdom if we are convicted for a corruption offense or if the MoD determines that our actions constituted grave misconduct. During the three and six months ended June 30, 2008, we had revenue of approximately $59 million and $128 million, respectively, from our government contracts work with the MoD. Suspension or debarment from the government contracts business would have a material adverse effect on our business, results of operations, and cash flow.

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These investigations, and any related settlements, could also result in (1) third-party claims against us, which may include claims for special, indirect, derivative or consequential damages, (2) damage to our business or reputation, (3) loss of, or adverse effect on, cash flow, assets, goodwill, results of operations, business, prospects, profits or business value, (4) adverse consequences on our ability to obtain or continue financing for current or future projects and/or (5) claims by directors, officers, employees, affiliates, advisors, attorneys, agents, debt holders or other interest holders or constituents of us or our subsidiaries. In this connection, we understand that the government of Nigeria gave notice in 2004 to the French magistrate of a civil claim as an injured party in that proceeding. We are not aware of any further developments with respect to this claim. In addition, our compliance procedures or having a monitor required or agreed to be appointed at our cost as part of the disposition of the investigations have resulted in a more limited use of agents on large-scale international projects than in the past and put us at a competitive disadvantage in pursuing such projects. Continuing negative publicity arising out of these investigations could also result in our inability to bid successfully for governmental contracts and adversely affect our prospects in the commercial marketplace. In addition, we could incur costs and expenses for any monitor required by or agreed to with a governmental authority to review our continued compliance with FCPA law.

The investigations by the SEC and DOJ and foreign governmental authorities are continuing. The various governmental authorities could conclude that violations of the FCPA or applicable analogous foreign laws have occurred with respect to the Bonny Island project and other projects in or outside of Nigeria. In such circumstances, the resolution or disposition of these matters, even after taking into account the indemnity from Halliburton with respect to any liabilities for fines or other monetary penalties or direct monetary damages, including disgorgement, that may be assessed by the U.S. and certain foreign governments or governmental agencies against us or our greater than 50%-owned subsidiaries could have a material adverse effect on our business, prospects, results or operations, financial condition and cash flow.

Under the terms of the master separation agreement entered into in connection with our initial public offering, Halliburton has agreed to indemnify us, and any of our greater than 50%-owned subsidiaries, for our share of fines or other monetary penalties or direct monetary damages, including disgorgement, as a result of claims made or assessed by a governmental authority of the United States, the United Kingdom, France, Nigeria, Switzerland or Algeria or a settlement thereof relating to FCPA Matters (as defined), which could involve Halliburton and us through The M. W. Kellogg Company, M. W. Kellogg Limited or, their or our joint ventures in projects both in and outside of Nigeria, including the Bonny Island, Nigeria project. Halliburton’s indemnity will not apply to any other losses, claims, liabilities or damages assessed against us as a result of or relating to FCPA Matters or to any fines or other monetary penalties or direct monetary damages, including disgorgement, assessed by governmental authorities in jurisdictions other than the United States, the United Kingdom, France, Nigeria, Switzerland or Algeria, or a settlement thereof, or assessed against entities such as TSKJ, in which we do not have an interest greater than 50%.

From time to time, we have attended discussions among Halliburton, the SEC and/or the DOJ regarding a settlement of the matters subject to their investigation.  Pursuant to the Master Separation Agreement, Halliburton controls these discussions and the terms of any settlement.  At the time any settlement may be reached between Halliburton and the SEC and/or DOJ, Halliburton must submit the settlement terms to KBR.

Although the Master Separation Agreement provides that Halliburton will indemnify KBR for penalties (defined as a fine or other monetary penalty or direct monetary damage, including disgorgement, as a result of a Government FCPA claim), any settlement may also include terms that are not indemnified by Halliburton.  These terms may include disbarment from working on US government contracts, acknowledgment of wrongdoing and/or appointment of a monitor on terms negotiated by Halliburton with the DOJ and SEC.  Any such terms could result in damages to us as described above with respect to the investigations.  If the terms of any settlement reached by Halliburton are not acceptable to KBR, we are not obligated by such terms; however, if KBR does not accept the terms of the settlement reached by Halliburton, Halliburton may terminate its indemnity of KBR.  There can be no assurance that a settlement will be reached or, if a settlement is reached, that the terms of any such settlement will not have a material adverse impact on us.

We are aware from public disclosure that Halliburton has recorded $342 million in accruals related to various indemnities of and guarantees of KBR.  However, we do not have information about how those amounts were determined or how much of that amount is related exclusively to KBR’s FCPA matters.  Because of the terms of the Master Separation Agreement and the uncertainties related to the acceptability of the terms and conditions of the settlement that might be offered to us in the future, as of June 30, 2008, we are unable to estimate an amount of probable loss or a range of possible loss related to these various matters, as it relates to us.

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Halliburton incurred $1 million for expenses relating to the FCPA and bidding practices investigations for the quarter ended March 31, 2007. We do not know the amount of costs incurred by Halliburton following our separation from Halliburton on April 5, 2007. Halliburton did not charge any of these costs to us. These expenses were incurred for the benefit of both Halliburton and us, and we and Halliburton have no reasonable basis for allocating these costs between us. Subsequent to our separation from Halliburton and in accordance with the Master Separation Agreement, Halliburton will continue to bear the direct costs associated with overseeing and directing the FCPA and bidding practices investigations. We will bear costs associated with monitoring the continuing investigations as directed by Halliburton which include our own separate legal counsel and advisors. For the year ended December 31, 2007, we incurred approximately $1 million in expenses related to monitoring these investigations.  We have incurred approximately $1 million in expenses related to monitoring these investigations for the six months ended June 30, 2008.

Bidding practices investigation

In connection with the investigation into payments relating to the Bonny Island project in Nigeria, information has been uncovered suggesting that Mr. Stanley and other former employees may have engaged in coordinated bidding with one or more competitors on certain foreign construction projects, and that such coordination possibly began as early as the mid-1980s.

On the basis of this information, Halliburton and the DOJ have broadened their investigations to determine the nature and extent of any improper bidding practices, whether such conduct violated United States antitrust laws, and whether former employees may have received payments in connection with bidding practices on some foreign projects.

If violations of applicable United States antitrust laws occurred, the range of possible penalties includes criminal fines, which could range up to the greater of $10 million in fines per count for a corporation, or twice the gross pecuniary gain or loss, and treble civil damages in favor of any persons financially injured by such violations. Criminal prosecutions under applicable laws of relevant foreign jurisdictions and civil claims by or relationship issues with customers are also possible.

The results of these investigations may have a material adverse effect on our business and results of operations. As of June 30, 2008, we are unable to estimate a range of possible loss related to these matters.

Barracuda-Caratinga project arbitration

In June 2000, we entered into a contract with Barracuda & Caratinga Leasing Company B.V., the project owner, to develop the Barracuda and Caratinga crude oilfields, which are located off the coast of Brazil. We  recorded losses on the project of $19 million and $8 million for the years ended December 31, 2006 and 2005, respectively. No losses have been recorded on the project since 2006. We have been in negotiations with the project owner since 2003 to settle the various issues that have arisen and have entered into several agreements to resolve those issues.

In April 2006, we executed an agreement with Petrobras that enabled us to achieve conclusion of the Lenders’ Reliability Test and final acceptance of the FPSOs. These acceptances eliminated any further risk of liquidated damages being assessed. In November 2007, we executed a settlement agreement with the project owner to settle all outstanding project issues except for the bolts arbitration discussed below. The agreement resulted in the project owner assuming substantially all remaining work on the project and the release of us from any further warranty obligations. The settlement agreement did not have a material impact to our results of operations or financial position.

At Petrobras’ direction, we replaced certain bolts located on the subsea flowlines that have failed through mid-November 2005, and we understand that additional bolts have failed thereafter, which have been replaced by Petrobras. These failed bolts were identified by Petrobras when it conducted inspections of the bolts. The original design specification for the bolts was issued by Petrobras, and as such, we believe the cost resulting from any replacement is not our responsibility. In March 2006, Petrobras notified us that they have submitted this matter to arbitration claiming $220 million plus interest for the cost of monitoring and replacing the defective stud bolts and, in addition, all of the costs and expenses of the arbitration including the cost of attorneys fees. We do not believe that it is probable that we have incurred a liability in connection with the claim in the bolt arbitration with Petrobras and therefore, no amounts have been accrued. We disagree with Petrobras’ claim since the bolts met the design specification provided by Petrobras. Although we believe Petrobras is responsible for any maintenance and replacement of the bolts, it is possible that the arbitration panel could find against us on this issue. In addition, Petrobras has not provided any evidentiary support or analysis for the amounts claimed as damages. A preliminary hearing on legal and factual issues relating to liability with the arbitration panel was held in April 2008. The final arbitration hearings have not yet been scheduled. Therefore, at this time, we cannot conclude that the likelihood that a loss has been incurred is remote. Due to the indemnity from Halliburton, we believe any outcome of this matter will not have a material adverse impact to our operating results or financial position. KBR incurred legal fees and related expenses of $4 million in 2007, related to this matter. For the six months ended June 30, 2008, KBR has incurred approximately $1 million in legal fees and related expenses related to this matter.

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Under the master separation agreement, Halliburton has agreed to indemnify us and any of our greater than 50%-owned subsidiaries as of November 2006, for all out-of-pocket cash costs and expenses (except for ongoing legal costs), or cash settlements or cash arbitration awards in lieu thereof, we may incur after the effective date of the master separation agreement as a result of the replacement of the subsea flowline bolts installed in connection with the Barracuda-Caratinga project.

Improper payments reported to the SEC

During the second quarter of 2002, we reported to the SEC that one of our foreign subsidiaries operating in Nigeria made improper payments of approximately $2.4 million to entities owned by a Nigerian national who held himself out as a tax consultant, when in fact he was an employee of a local tax authority. The payments were made to obtain favorable tax treatment and clearly violated our Code of Business Conduct and our internal control procedures. The payments were discovered during our audit of the foreign subsidiary. We conducted an investigation assisted by outside legal counsel, and, based on the findings of the investigation, we terminated several employees. None of our senior officers were involved. We are cooperating with the SEC in its review of the matter. We took further action to ensure that our foreign subsidiary paid all taxes owed in Nigeria. During 2003, we filed all outstanding tax returns and paid the associated taxes.

Iraq overtime litigation

During the fourth quarter of 2005, a group of present and former employees working on the LogCAP contract in Iraq and elsewhere filed a class action lawsuit alleging that KBR wrongfully failed to pay time and a half for hours worked in excess of 40 per work week and that “uplift” pay, consisting of a foreign service bonus, an area differential, and danger pay, was only applied to the first 40 hours worked in any work week. The class alleged by plaintiffs consists of all current and former employees on the LogCAP contract from December 2001 to present. The basis of plaintiffs’ claims is their assertion that they are intended third party beneficiaries of the LogCAP contract and that the LogCAP contract obligated KBR to pay time and a half for all overtime hours. We have moved to dismiss the case on a number of bases. On September 26, 2006, the court granted the motion to dismiss insofar as claims for overtime pay and “uplift” pay are concerned, leaving only a contractual claim for miscalculation of employees’ pay.  In the fourth quarter of 2007, the class action lawsuit was withdrawn by the plaintiffs.

Environmental

We are subject to numerous environmental, legal and regulatory requirements related to our operations worldwide. In the United States, these laws and regulations include, among others:

 	•	the Comprehensive Environmental Response, Compensation and Liability Act;	
 	•	the Resources Conservation and Recovery Act;	
 	•	the Clean Air Act;	
 	•	the Federal Water Pollution Control Act; and	
 	•	the Toxic Substances Control Act.	

In addition to the federal laws and regulations, states and other countries where we do business often have numerous environmental, legal and regulatory requirements by which we must abide. We evaluate and address the environmental impact of our operations by assessing and remediating contaminated properties in order to avoid future liabilities and by complying with environmental, legal and regulatory requirements. On occasion, we are involved in specific environmental litigation and claims, including the remediation of properties we own or have operated as well as efforts to meet or correct compliance-related matters. We make estimates of the amount of costs associated with known environmental contamination that we will be required to remediate and record accruals to recognize those estimated liabilities. Our estimates are based on the best available information and are updated whenever new information becomes known. For certain locations, including our property at Clinton Drive, we have not completed our analysis of the site conditions and until further information is available, we are only able to estimate a possible range of remediation costs. This range of costs could change depending on our ongoing site analysis and the timing and techniques used to implement remediation activities. We do not expect costs related to environmental matters will have a material adverse effect on our consolidated financial position or our results of operations. At June 30, 2008 our accrual for the estimated assessment and remediation costs associated with all environmental matters was approximately $6 million, which represents the low end of the range of possible costs that could be as much as $15 million.

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Letters of credit

In connection with certain projects, we are required to provide letters of credit, surety bonds or other financial and performance guarantees to our customers. As of June 30, 2008, we had approximately $1.1 billion in letters of credit and financial guarantees outstanding, of which $500 million were issued under our Revolving Credit Facility. Approximately $478 million of these letters of credit were issued under various Halliburton facilities and are irrevocably and unconditionally guaranteed by Halliburton.

In addition, we and Halliburton have agreed that until December 31, 2009, Halliburton will issue additional guarantees, indemnification and reimbursement commitments for our benefit in connection with (a) letters of credit necessary to comply with our EBIC contract, our Allenby & Connaught project and all other contracts that were in place as of December 15, 2005; (b) surety bonds issued to support new task orders pursuant to the Allenby & Connaught project, two job order contracts for our G&I business unit and all other contracts that were in place as of December 25, 2005; and (c) performance guarantees in support of these contracts. Each credit support instrument outstanding at November 20, 2006, the time of our initial public offering, and any additional guarantees, indemnification and reimbursement commitments will remain in effect until the earlier of: (1) the termination of the underlying project contract or our obligations thereunder or (2) the expiration of the relevant credit support instrument in accordance with its terms or release of such instrument by our customer. In addition, we have agreed to use our reasonable best efforts to attempt to release or replace Halliburton’s liability under the outstanding credit support instruments and any additional credit support instruments relating to our business for which Halliburton may become obligated for which such release or replacement is reasonably available. For so long as Halliburton or its affiliates remain liable with respect to any credit support instrument, we have agreed to pay the underlying obligation as and when it becomes due. Furthermore, we agreed to pay to Halliburton a quarterly carry charge for its guarantees of our outstanding letters of credit and surety bonds and agreed to indemnify Halliburton for all losses in connection with the outstanding credit support instruments and any new credit support instruments relating to our business for which Halliburton may become obligated following the separation. We currently pay an annual fee to Halliburton calculated at 0.40% of the outstanding performance-related letters of credit and 0.80% of the outstanding financial-related letters of credit guaranteed by Halliburton. Effective January 1, 2010, the annual fee increases to 0.90% and 1.65% of the outstanding performance-related and financial-related outstanding issued letters of credit, respectively.

During the second quarter of 2007, a £20 million letter of credit was issued on our behalf by a bank in connection with our Allenby & Connaught project. The letter of credit supports a building contract guarantee executed between KBR and certain project joint venture company to provide additional credit support as a result of our separation from Halliburton. The letter of credit issued by the bank is guaranteed by Halliburton.

Other commitments

As of June 30, 2008, we had commitments to provide funds of $123 million to related companies including $102 million related to our privately financed projects. As of December 31, 2007, these commitments were approximately $121 million, including $113 million to fund our privately financed projects. Our commitments to fund our privately financed projects are supported by letters of credit as described above.  These commitments arose primarily during the start-up of these entities or due to losses incurred by them. At June 30, 2008, approximately $28 million of the $123 million commitments are current.

Liquidated damages

Many of our engineering and construction contracts have milestone due dates that must be met or we may be subject to penalties for liquidated damages if claims are asserted and we were responsible for the delays. These generally relate to specified activities within a project by a set contractual date or achievement of a specified level of output or throughput of a plant we construct. Each contract defines the conditions under which a customer may make a claim for liquidated damages. However, in most instances, liquidated damages are not asserted by the customer, but the potential to do so is used in negotiating claims and closing out the contract. We had not accrued for liquidated damages of $26 million and $28 million at June 30, 2008 and December 31, 2007, respectively (including amounts related to our share of unconsolidated subsidiaries), that we could incur based upon completing the projects as forecasted.

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Leases

We are obligated under operating leases, principally for the use of land, offices, equipment, field facilities, and warehouses. We recognize minimum rental expenses over the term of the lease. When a lease contains a fixed escalation of the minimum rent or rent holidays, we recognize the related rent expense on a straight-line basis over the lease term and record the difference between the recognized rental expense and the amounts payable under the lease as deferred lease credits. We have certain leases for office space where we receive allowances for leasehold improvements. We capitalize these leasehold improvements as property, plant, and equipment and deferred lease credits. Leasehold improvements are amortized over the shorter of their economic useful lives or the lease term.

Note 10. Income Taxes
 
Our effective tax rate for both the three and six months ended June 30, 2008 was approximately 36%.  Our effective tax rate for the three and six months ended June 30, 2007 was approximately 41% and 44%, respectively.  Our effective tax rate for the three and six months ended June 30, 2008 exceeded our statutory rate of 35% primarily due to not receiving a tax benefit for operating losses incurred on our railroad investment in Australia, and state and other taxes. Our effective tax rate for the three and six months ended June 30, 2007 exceeded our statutory rate of 35% primarily due to not receiving a tax benefit for a portion of our impairment charge related to our investment in BRC in Algeria, non-deductible operating losses from our railroad investment in Australia, and state and other taxes. Our effective tax rate for continuing operations for 2008 is forecasted to be approximately 38%.

In the second quarter of 2008, a U.K. court ruled against the deduction of certain capital losses that were deducted in prior years and assessed additional tax of approximately $22 million.  We plan to appeal the decision of the court but at this time can no longer conclude it is more likely than not that we will prevail on this matter.  Accordingly, we recognized a tax provision in the second quarter of 2008 equal to the amount we have been assessed in excess of the provision provided in prior years pursuant to the requirements of FIN 48.  The capital losses relate to the separation of Highlands Insurance Company from Halliburton in 1996.  In addition, we recognized a benefit to our tax provision in the second quarter of 2008 related to amended tax returns filed in Australia for losses previously surrendered to Halliburton for which Halliburton has surrendered back to KBR and we believe can be carried forward to recover taxes paid by KBR in a subsequent period, deductions in the U.K. related to research and development and in the U.S. related to extraterritorial income exclusion for certain activities supporting foreign projects.  The net impact of recording the U.K. court ruling and the amended tax returns in the second quarter of 2008 was a benefit of approximately $4 million.

KBR is the parent of a group of our domestic companies which are in the U.S. consolidated federal income tax return of Halliburton through April 5, 2007, the date of our separation from Halliburton. We also file income tax returns in various states and foreign jurisdictions.

Prior to the separation from Halliburton, income tax expense for KBR, Inc. was calculated on a pro rata basis. Under this method, income tax expense was determined based on KBR, Inc. operations and their contributions to income tax expense of the Halliburton consolidated group. For the period post separation from Halliburton, income tax expense is calculated on a stand alone basis.

Note 11. Fair Value Measurements
 
In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). This statement defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The statement applies whenever other statements require or permit assets or liabilities to be measured at fair value. SFAS 157 is effective for interim periods and fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position No. 157-2 that provides for a one-year deferral for the implementation of SFAS 157 for non-financial assets and liabilities. SFAS 157 does not require any new fair value measurements, but rather, it provides enhanced guidance to other pronouncements that require or permit assets or liabilities to be measured at fair value.

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With its disclosure requirements, SFAS 157 establishes a three-tier value hierarchy, categorizing the inputs used to measure fair value. The hierarchy can be described as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The financial assets and liabilities measured at fair value on a recurring basis are included below:

Fair Value Measurements at Reporting Date Using	 	
Millions of dollars	June 30,
2008	 	Quoted Prices in Active Markets for Identical Assets
(Level 1)	 	Significant
Other
Observable
Inputs
(Level 2)	 	Significant Unobservable Inputs
(Level 3)	 	
Derivative assets	 	$	3	 	 	$	—	 	 	$	3	 	 	$	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Derivative liabilities	 	$	5	 	 	$	—	 	 	$	5	 	 	$	—	 	

We manage our currency exposures through the use of foreign currency derivative instruments denominated in our major currencies, which are generally the currencies of the countries for which we do the majority of our international business. We utilize derivative instruments to manage the foreign currency exposures related to specific assets and liabilities that are denominated in foreign currencies, and to manage forecasted cash flows denominated in foreign currencies generally related to long-term engineering and construction projects. The purpose of our foreign currency risk management activities is to protect us from the risk that the eventual dollar cash flow resulting from the sale and purchase of products and services in foreign currencies will be adversely affected by changes in exchange rates. The currency derivative instruments are carried on the condensed consolidated balance sheet at fair value and are based upon market observable inputs.

Note 12. Equity Method Investments and Variable Interest Entities
 
We conduct some of our operations through joint ventures which are in partnership, corporate, undivided interest and other business forms and are principally accounted for using the equity method of accounting.  The following represents significant activity during the periods presented related to our equity method investments and variable interest entities.

Brown & Root Condor Spa (“BRC”). BRC was a joint venture in which we sold our 49% interest and other rights in BRC in the third quarter of 2007, to Sonatrach for approximately $24 million, resulting in a pre-tax gain of approximately $18 million. In the first quarter of 2007, we recorded an $18 million impairment charge of which $16 million was classified as “Equity in earnings (losses) of unconsolidated affiliates” and $2 million as a component of “Cost of services” in our condensed consolidated statements of income. During the first quarter of 2007, we billed approximately $2 million of services to BRC, which we expensed as a component of “Cost of services”.

Roads project . During the first quarter of 2008, we acquired an additional 8% interest in a joint venture related to one of our privately financed projects to design, build, operate, and maintain roadways for certain government agencies in the United Kingdom. The additional interest was purchased from an existing shareholder for approximately $8 million in cash. The joint venture is considered a variable interest entity; however, we are not the primary beneficiary. We continue to account for this investment using the equity method of accounting.  In April 2008, we completed the sale of the additional 8% interest in the joint venture to an unrelated party for approximately $9 million.   As of June 30, 2008, we owned a 25% interest in the joint venture.

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Note 13. Retirement Plans

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R).” SFAS No. 158 requires an employer to:

 	•	recognize on its balance sheet the funded status (measured as the difference between the fair value of plan assets and the benefit obligation) of pension and other postretirement benefit plans;	
 	•	recognize, through comprehensive income, certain changes in the funded status of a defined benefit and postretirement plan in the year in which the changes occur;	
 	•	measure plan assets and benefit obligations as of the end of the employer’s fiscal year; and	
 	•	disclose additional information.	

The requirement to recognize the funded status of a benefit plan and the additional disclosure requirements were effective for fiscal years ending after December 15, 2006. Accordingly, we adopted the recognition and disclosure provisions of SFAS No. 158, prospectively, on December 31, 2006. The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end is effective for fiscal years ending after December 15, 2008. We have transitioned to a fiscal year-end measurement date by continuing to use the measurements determined for the prior fiscal year-end reporting to estimate the effects of the change in lieu of remeasuring plan assets benefit obligations as of the beginning of the year. As such, the adoption on January 1, 2008, of the measurement date change requirements resulted in a $1 million charge, net of tax to beginning retained earnings.

The components of net periodic benefit cost related to pension benefits for the three and six months ended June 30, 2008 and 2007 were as follows:

 	 	Three Months Ended June 30,	 	
 	 	2008	 	 	2007	 	
Millions of dollars	 	United States	 	 	International	 	 	United States	 	 	International	 	
Components of net periodic benefit cost:	 	 	 	 	 	 	 	 	 	 	 	 	
Service cost	 	$	—	 	 	$	2	 	 	$	—	 	 	$	2	 	
Interest cost	 	 	1	 	 	 	25	 	 	 	1	 	 	 	21	 	
Expected return on plan assets	 	 	(1	)	 	 	(28	)	 	 	(1	)	 	 	(24	)	
Actuarial (gain)/ loss amortization	 	 	—	 	 	 	3	 	 	 	—	 	 	 	5	 	
Net periodic benefit cost	 	$	—	 	 	$	2	 	 	$	—	 	 	$	4	 	

 	 	Six Months Ended June 30,	 	
 	 	2008	 	 	2007	 	
Millions of dollars	 	United States	 	 	International	 	 	United States	 	 	International	 	
Components of net periodic benefit cost:	 	 	 	 	 	 	 	 	 	 	 	 	
Service cost	 	$	—	 	 	$	4	 	 	$	—	 	 	$	5	 	
Interest cost	 	 	2	 	 	 	50	 	 	 	1	 	 	 	41	 	
Expected return on plan assets	 	 	(2	)	 	 	(56	)	 	 	(1	)	 	 	(47	)	
Actuarial (gain)/ loss amortization	 	 	—	 	 	 	6	 	 	 	—	 	 	 	10	 	
Net periodic benefit cost	 	$	—	 	 	$	4	 	 	$	—	 	 	$	9	 	

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As of June 30, 2008, we contributed $61 million of the $73 million we currently expect to contribute in 2008 to our international plans. This contribution amount includes a payment of approximately $54 million, made in the first quarter of 2008, to the Kellogg, Brown & Root (UK) Limited Pension Plan, related to a February 2008 agreement regarding partial deficit funding for this Plan.  We do not have a required minimum contribution for our domestic plans. As of June 30, 2008, we contributed $1 million of the $2 million we currently expect to contribute to our domestic plans in 2008.

The components of net periodic benefit cost related to other postretirement benefits were immaterial for the three and six months ended June 30, 2008 and 2007.

Note 14. Reorganization of Business Operations
 
In the fourth quarter of 2007, we initiated a restructuring whereby we committed to a minor headcount reduction and ceased using certain leased office space.  In connection with this restructuring we recorded charges totaling approximately $5 million of which the majority related to a vacated lease, previously utilized by our G&I division in Arlington. This amount was included in “Cost of services” in our statements of income for the year ended December 31, 2007. Less than $1 million consists of standard termination benefits payable to a limited number of corporate and division employees. These termination costs were included in “General and Administrative” in our statements of income for the year ended December 31, 2007. The amounts recorded represent the total amounts expected to be incurred in connection with these activities. For the three and six months ended June 30, 2008, approximately $3 million and $4 million, respectively, of the lease and the termination benefits were paid including a lease cancellation penalty.  The remaining balance in connection with this restructuring reserve was approximately $1 million at June 30, 2008.

Note 15. Related Party
 
Halliburton
 
In connection with our initial public offering in November 2006 and the separation of our business from Halliburton, we entered into various agreements with Halliburton including, among others, a master separation agreement, tax sharing agreement, transition services agreements and an employee matters agreement.

Pursuant to our master separation agreement, we agreed to indemnify Halliburton for, among other matters, all past, present and future liabilities related to our business and operations, subject to specified exceptions. We agreed to indemnify Halliburton for liabilities under various outstanding and certain additional credit support instruments relating to our businesses and for liabilities under litigation matters related to our business. Halliburton agreed to indemnify us for, among other things, liabilities unrelated to our business, for certain other agreed matters relating to the Foreign Corrupt Practices Act (“FCPA”) investigations and the Barracuda-Caratinga project and for other litigation matters related to Halliburton’s business. See Note 9 for a further discussion of the FCPA investigations and the Barracuda-Caratinga project.

The tax sharing agreement, as amended, provides for certain allocations of U.S. income tax liabilities and other agreements between us and Halliburton with respect to tax matters. As a result of our initial public offering, Halliburton will be responsible for filing all U.S. income tax returns required to be filed through April 5, 2007, the date KBR ceased to be a member of the Halliburton consolidated tax group. Halliburton will also be responsible for paying the taxes related to the returns it is responsible for filing. We will pay Halliburton our allocable share of such taxes. We are obligated to pay Halliburton for the utilization of net operating losses, if any, generated by Halliburton prior to the deconsolidation which we may use to offset our future consolidated federal income tax liabilities.

Under the transition services agreements, Halliburton is expected to continue providing various interim corporate support services to us and we will continue to provide various interim corporate support services to Halliburton. These support services relate to, among other things, information technology, legal, human resources, risk management and internal audit. The services provided under the transition services agreement between Halliburton and KBR are substantially the same as the services historically provided. Similarly, the related costs of such services will be substantially the same as the costs incurred and recorded in our historical financial statements. As of December 31, 2007, most of the corporate service activities have been discontinued and primarily related to human resources and risk management. During the six months ended June 30, 2008, the only significant corporate service activities relate to fees for ongoing guarantees provided by Halliburton on existing credit support instruments which have not yet expired.

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In connection with certain projects, we are required to provide letters of credit, surety bonds or other financial and performance guarantees to our customers. As of June 30, 2008, we had approximately $1.1 billion in letters of credit and financial guarantees outstanding of which $462 million related to our joint venture operations, including $201 million issued in connection with the Allenby & Connaught project. Of the total $1.1 billion, approximately $478 million in letters of credit were irrevocably and unconditionally guaranteed by Halliburton. In addition, Halliburton has guaranteed surety bonds and provided direct guarantees primarily related to our performance. Under certain reimbursement agreements, if we were unable to reimburse a bank under a paid letter of credit and the amount due is paid by Halliburton, we would be required to reimburse Halliburton for any amounts drawn on those letters of credit or guarantees in the future. The Halliburton performance guarantees and letter of credit guarantees that are currently in place in favor of KBR’s customers or lenders will continue until the earlier of (a) the termination of the underlying project contract or KBR’s obligations thereunder or (b) the expiration of the relevant credit support instrument in accordance with its terms or release of such instrument by the customer. Furthermore, we agreed to pay to Halliburton a quarterly carry charge for its guarantees of our outstanding letters of credit and surety bonds and agreed to indemnify Halliburton for all losses in connection with the outstanding credit support instruments and any new credit support instruments relating to our business for which Halliburton may become obligated following the separation. We currently pay an annual fee to Halliburton calculated at 0.40% of the outstanding performance-related letters of credit and 0.80% of the outstanding financial-related letters of credit guaranteed by Halliburton. Effective January 1, 2010, the annual fee increases to 0.90% and 1.65% of the outstanding performance-related and financial-related outstanding issued letters of credit, respectively.

At June 30, 2008 and December 31, 2007, we had an $18 million and $16 million, respectively, balance payable to Halliburton which consists of amounts we owe Halliburton for estimated outstanding income taxes, and credit support fees pursuant to our transition services agreement and other amounts. The balances for these related party transactions are reflected in the consolidated balance sheets as “Due to Halliburton, net”.

Other Related Party Transactions

We perform many of our projects through incorporated and unincorporated joint ventures. In addition to participating as a joint venture partner, we often provide engineering, procurement, construction, operations or maintenance services to the joint venture as a subcontractor. Where we provide services to a joint venture that we control and therefore consolidate for financial reporting purposes, we eliminate intercompany revenues and expenses on such transactions. In situations where we account for our interest in the joint venture under the equity method of accounting, we do not eliminate any portion of our revenues or expenses. We recognize the profit on our services provided to joint ventures that we consolidate and joint ventures that we record under the equity method of accounting primarily using the percentage-of-completion method. Total revenue from services provided to our unconsolidated joint ventures recorded in our consolidated statements of income were $62 million and $115 million for the three and six months ended June 30, 2008, respectively. Total revenue from services provided to our unconsolidated joint ventures recorded in our consolidated statements of income were $94 million and $203 million for the three and six months ended June 30, 2007, respectively. Profit on transactions with our joint ventures recognized in our consolidated statements of income was $10 million and $18 million for the three and six months ended June 30, 2008, respectively and $2 million and $13 million for the three and six months ended June 30, 2007, respectively.

Note 16. New Accounting Standards
 
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statement-amendments of ARB No. 51,” (“SFAS 160”).  SFAS 160 states that accounting and reporting for minority interests will be recharacterized as noncontrolling interests and classified as a component of equity.  The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.  SFAS 160 is effective for fiscal years beginning after December 15, 2008, early adoption is prohibited.  We are currently evaluating the impact the adoption of SFAS 160 will have on our financial position, results of operations and cash flows.

In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, “Determination of the Useful Life of Intangible Assets.” This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (Revised 2007), “Business Combinations,” and other U.S. generally accepted accounting principles (GAAP). This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. We are currently evaluating the impact the adoption of this FSP will have on our financial position, results of operations or cash flows.

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In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.”  This FSP provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.  The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years.  All prior period earnings per share data presented shall be adjusted retrospectively.  Early application of this FSP is prohibited.  We are currently evaluating the potential impact of adopting FSP EITF 03-6-1.

Note 17. Discontinued Operations
 
In May 2006, we completed the sale of our Production Services group, which was part of our Services business unit. The Production Services group delivers a range of support services, including asset management and optimization; brownfield projects; engineering; hook-up, commissioning and start-up; maintenance management and execution; and long-term production operations, to oil and gas exploration and production customers. In connection with the sale, we received net proceeds of $265 million. The sale of Production Services resulted in a pre-tax gain of approximately $120 million in the year ended December 31, 2006. During the three and six months ended June 30, 2007, we settled certain claims and provided an allowance against certain receivables from the Production Services group resulting in a charge of approximately $11 million and $15 million, respectively.

On June 28, 2007, we completed the disposition of our 51% interest in DML to Babcock International Group plc. DML owns and operates Devonport Royal Dockyard, one of Western Europe’s largest naval dockyard complexes. Our DML operations, which was part of our G&I business unit, primarily involved refueling nuclear submarines and performing maintenance on surface vessels for the U.K. Ministry of Defence as well as limited commercial projects. In connection with the sale, we received $345 million in cash proceeds, net of direct transaction costs for our 51% interest in DML. The sale of DML resulted in a gain of approximately $101 million, net of tax of $115 million in the year ended December 31, 2007.

In accordance with the provisions of SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets,” the results of operations of the Production Services group and DML for the prior periods have been reported as discontinued operations. At June 30, 2008, the condensed consolidated balance sheet consisted of $6 million in Other current liabilities related to discontinued operations. At December 31, 2007, the condensed consolidated balance sheet consisted of $1 million in current assets related to discontinued operations related to Notes and accounts receivable, and $1 million in Other current liabilities related to discontinued operations.

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The consolidated operating results of our Production Services group and DML, which are classified as discontinued operations in our consolidated statements of income, are summarized in the following table for the three and six months ended June 30, 2007:

Millions of dollars	 	Three Months Ended June 30, 2007	 	 	Six Months Ended June 30, 2007	 	
Revenue	 	$	225	 	 	$	449	 	
 	 	 	 	 	 	 	 	 	
Operating profit	 	$	11	 	 	$	22	 	
 	 	 	 	 	 	 	 	 	
Pretax income	 	$	5	 	 	$	11	 	

The operating results of DML, which are classified as discontinued operations, and included in our consolidated operating results table above, are summarized in the following table for the three and six months ended June 30, 2007:

Millions of dollars	 	Three Months Ended June 30, 2007	 	 	Six Months Ended June 30, 2007	 	
Revenue	 	$	225	 	 	$	449	 	
 	 	 	 	 	 	 	 	 	
Operating profit	 	$	22	 	 	$	37	 	
 	 	 	 	 	 	 	 	 	
Pretax income	 	$	16	 	 	$	26	 	

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Note 18. Acquisitions
 
In April 2008, we acquired 100% of the outstanding common stock of Turnaround Group of Texas, Inc. (“TGI”). TGI is a Houston-based turnaround management and consulting company that specializes in the planning and execution of turnarounds and outages in the petrochemical, power, and pulp & paper industries. The total purchase consideration for this stock purchase transaction was approximately $6 million subject to certain indemnification, working capital and contingent consideration holdbacks.  As a result of the acquisition, we recognized goodwill of $4 million and other intangible assets of $2 million. We have not yet completed our assessment of the fair values of the acquired assets and liabilities and until such time the allocation of the purchase consideration is subject to revision.  Beginning in April 2008, TGI’s results of operations are included in our Services business unit.

In April 2008, we acquired 100% of the outstanding common stock of Catalyst Interactive, an Australian e-learning and training solution provider that specializes in the defense, government and industry training sectors. The total purchase consideration for this stock purchase transaction was approximately $5 million.  As a result of the acquisition, we recognized goodwill of approximately $3 million and other intangible assets of approximately $2 million. We have not yet completed our assessment of the fair values of the acquired assets and liabilities and until such time the allocation of the purchase consideration is subject to revision.  Beginning in April 2008, Catalyst Interactive’s results of operations are included in our Government & Infrastructure business unit.

On July 1, 2008, we acquired 100% of the outstanding common stock of BE&K, Inc., a privately held, Birmingham, Alabama-based engineering, construction and maintenance services company for $550 million in cash.  The merger was funded from available cash on-hand and includes approximately $76 million funded to an escrow account for potential purchase price adjustments related to certain indemnities and holdbacks.

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

The purpose of management’s discussion and analysis (“MD&A”) is to increase the understanding of the reasons for 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 and accompanying notes and our 2007 Annual Report on Form 10-K.

Revisions

We reclassified certain overhead expenses in our prior period statements of income previously recorded as cost of services to general and administrative expense in our statements of income. These expenses relate to certain overhead expenses and indirect costs that were previously managed and reported within our business units but are now managed and reported at a corporate level. These expenses were reclassified to allow transparency of business unit margins and general and administrative expense consistent with the nature of the underlying costs and the manner in which the costs are managed. See Note 1 to the condensed consolidated financial statements for further discussion of this reclassification.

BE&K

On July 1, 2008, we acquired 100% of the outstanding common stock of BE&K, Inc., a privately held, Birmingham, Alabama-based engineering, construction and maintenance services company for $550 million in cash and includes approximately $76 million funded to an escrow account for potential purchase price adjustments related to certain indemnities and holdbacks.  The merger was funded from available cash on-hand.

Separation from Halliburton

On February 26, 2007, Halliburton’s board of directors approved a plan under which Halliburton would dispose of its remaining interest in KBR through a tax-free exchange with Halliburton’s stockholders pursuant to an exchange offer. On April 5, 2007, Halliburton completed the separation of KBR by exchanging the 135,627,000 shares of KBR owned by Halliburton for publicly held shares of Halliburton common stock pursuant to the terms of the exchange offer (the “Exchange Offer”) commenced by Halliburton on March 2, 2007.

In connection with our initial public offering in November 2006 and the separation of our business from Halliburton, we entered into various agreements with Halliburton including, among others, a master separation agreement, tax sharing agreement, transition services agreements and an employee matters agreement.

Pursuant to our master separation agreement, we agreed to indemnify Halliburton for, among other matters, all past, present and future liabilities related to our business and operations, subject to specified exceptions. We agreed to indemnify Halliburton for liabilities under various outstanding and certain additional credit support instruments relating to our businesses and for liabilities under litigation matters related to our business. Halliburton agreed to indemnify us for, among other things, liabilities unrelated to our business, for certain other agreed matters relating to the Foreign Corrupt Practices Act (“FCPA”) investigations and the Barracuda-Caratinga project and for other litigation matters related to Halliburton’s business. See Note 9 to our condensed consolidated financial statements for a further discussion of the FCPA investigations and the Barracuda-Caratinga project.

The tax sharing agreement, as amended, provides for certain allocations of U.S. income tax liabilities and other agreements between us and Halliburton with respect to tax matters. As a result of our initial public offering, Halliburton will be responsible for filing all U.S. income tax returns required to be filed through April 5, 2007, the date KBR ceased to be a member of the Halliburton consolidated tax group. Halliburton will also be responsible for paying the taxes related to the returns it is responsible for filing. We will pay Halliburton our allocable share of such taxes. We are obligated to pay Halliburton for the utilization of net operating losses, if any, generated by Halliburton prior to the deconsolidation which we may use to offset our future consolidated federal income tax liabilities.

Under the transition services agreements, Halliburton is expected to continue providing various interim corporate support services to us and we will continue to provide various interim corporate support services to Halliburton. These support services relate to, among other things, information technology, legal, human resources, risk management and internal audit. The services provided under the transition services agreement between Halliburton and KBR are substantially the same as the services historically provided. Similarly, the related costs of such services will be substantially the same as the costs incurred and recorded in our historical financial statements. As of December 31, 2007, most of the corporate service activities have been discontinued and primarily related to human resources and risk management. In 2008, the only significant corporate service activities relate to fees for ongoing guarantees provided by Halliburton on existing credit support instruments which have not yet expired.

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See Note 15 to our condensed consolidated financial statements for further discussion of the above agreements and other related party transactions with Halliburton.

Business Environment and Results of Operations
 
Business Environment
 
We are a leading global engineering, construction and services company supporting the energy, petrochemicals, government services and civil infrastructure sectors. We are a leader in many of the growing end-markets that we serve, particularly gas monetization, having designed and constructed, alone or with joint venture partners, more than half of the world’s operating LNG liquefaction capacity over the past 30 years. In addition, we are one of the largest government defense contractors worldwide and we believe we are the world’s largest government defense services provider.

We offer our wide range of services through six business units; G&I, Upstream, Services, Downstream, Technology and Ventures. Although we provide a wide range of services, our business is heavily focused on major projects. At any given time, a relatively few number of projects and joint ventures represent a substantial part of our operations. Our projects are generally long term in nature and are impacted by factors including local economic cycles, introduction of new governmental regulation, and governmental outsourcing of services. Demand for our services depends primarily on our customers’ capital expenditures and budgets for construction and defense services. We have benefited from increased capital expenditures by our petroleum and petrochemical customers driven by high crude oil and natural gas prices and general global economic expansion. Additionally, the heightened focus on global security and major military force realignments, particularly in the Middle East, as well as a global expansion in government outsourcing, have all contributed to increased demand for the type of services that we provide.

Our operations in some countries may be adversely affected by unsettled political conditions, acts of terrorism, civil unrest, force majeure, war or other armed conflict, expropriation or other governmental actions, inflation, exchange controls, or currency fluctuations.

Contract Structure

Our contracts can be broadly categorized as either cost-reimbursable or fixed-price (sometimes referred to as lump sum). Some contracts can involve both fixed-price and cost-reimbursable elements. Fixed-price contracts are for a fixed sum to cover all costs and any profit element for a defined scope of work. Fixed-price contracts entail more risk to us as we must predetermine both the quantities of work to be performed and the costs associated with executing the work. While fixed-price contracts involve greater risk, they also are potentially more profitable for us, since the owner/customer pays a premium to transfer many risks to us. Cost-reimbursable contracts include contracts where the price is variable based upon our actual costs incurred for time and materials, or for variable quantities of work priced at defined unit rates. Profit on cost-reimbursable contracts may be based upon a percentage of costs incurred and/or a fixed amount. Cost-reimbursable contracts are generally less risky to us, since the owner/customer retains many of the risks.

G&I Business Unit Activity

Our G&I business unit provides program and project management, contingency logistics, operations and maintenance, construction management, engineering and other services to military and civilian branches of governments and private clients worldwide. We deliver on-demand support services across the full military mission cycle from contingency logistics and field support to operations and maintenance on military bases. A significant portion of our G&I business unit’s current operations relate to the support of the United States government operations in the Middle East, which we refer to as our Middle East operations, one of the largest U.S. military deployments since World War II. In the civil infrastructure market, we operate in diverse sectors, including transportation, waste and water treatment and facilities maintenance. We design, construct, maintain and operate and manage civil infrastructure projects ranging from airport, rail, highway, water and wastewater facilities, and mining and mineral processing to regional development programs and major events. We provide many of these services to foreign governments such as the United Kingdom and Australia.

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In the civil infrastructure sector, there has been a general trend of historic under-investment. In particular, infrastructure related to the quality of water, wastewater, roads and transit, airports, and educational facilities has declined while demand for expanded and improved infrastructure continues to outpace funding. As a result, we expect increased opportunities for our engineering and construction services.

We provide substantial work under our government contracts to the DoD and other governmental agencies. Most of the services provided to the U.S. government are under cost-reimbursable contracts where we have the opportunity to earn an award fee based on our customer’s evaluation of the quality of our performance. These award fees are evaluated and granted by our customer periodically. For contracts entered into prior to June 30, 2003, all award fees are recognized during the term of the contract based on our estimate of amounts to be awarded.

LogCap Project . In August 2006, the DoD issued a request for proposals on a new competitively bid, multiple service provider LogCAP IV contract to replace the current LogCAP III contract. We are currently the sole service provider under our LogCAP III contract, which has been extended by the DoD through the third quarter of 2008. In June 2007, we were selected as one of the executing contractors under the LogCAP IV contract to provide logistics support to U.S. Forces deployed in the Middle East. Since the award of the LogCAP IV contract, unsuccessful bidders have brought actions at the GAO protesting the contract award. The GAO rendered a decision upholding portions of the bid protests. The DoD had implemented a process to reevaluate the previous contract awards in accordance with the GAO’s decision. In April 2008, we were selected as one of the executing contractors of the LogCAP IV contract following the DoD’s reevaluation of the award. Despite the award of a portion of the LogCAP IV contract and extension of our LogCAP III contract, we expect our overall volume of work to decline as our customer scales back its requirement for the types and the amounts of services we provide. However, as a result of the surge of additional troops in 2007 and extended tours of duty in Iraq, we expect the decline may occur more slowly than we previously expected.

Backlog related to the LogCAP III contract at June 30, 2008 was $1.2 billion.  During the almost six-year period we have worked under the LogCAP III contract, we have been awarded 81 “excellent” ratings out of 103 total ratings. We expect to complete all open task orders under our LogCAP III contract during the first quarter of 2009.

Allenby & Connaught project . In April 2006, Aspire Defence, a joint venture between us, Carillion Plc. and a financial investor, was awarded a privately financed project contract, the Allenby & Connaught project, by the MoD to upgrade and provide a range of services to the British Army’s garrisons at Aldershot and around Salisbury Plain in the United Kingdom. In addition to a package of ongoing services to be delivered over 35 years, the project includes a nine year construction program to improve soldiers’ single living, technical and administrative accommodations, along with leisure and recreational facilities. Aspire Defence will manage the existing properties and will be responsible for design, refurbishment , construction and integration of new and modernized facilities . Our Venture’s business unit manages KBR’s equity interest in Aspire Defence, the project company that is the holder of the 35-year concession contract. At June 30, 2008, we indirectly owned a 45% interest in Aspire Defence. In addition, at June 30, 2008, we owned a 50% interest in each of two joint ventures that provide the construction and the related support services to Aspire Defence. As of June 30, 2008, our performance through the construction phase is supported by $201 million in letters of credit and surety bonds totaling $218 million, both of which have been guaranteed by Halliburton. Furthermore, our financial and performance guarantees are joint and several, subject to certain limitations, with our joint venture partners. The project is funded through equity and subordinated debt provided by the project sponsors, including us, and the issuance of publicly held senior bonds.

Skopje Embassy Project. In 2005, we were awarded a fixed-price contract to design and build a U.S. embassy in Skopje, Macedonia. As a result of a project estimate update and progress achieved on design drawings, we recorded a $12 million loss in connection with this project during the fourth quarter of 2006. Subsequently in 2007, we recorded additional losses on this project of approximately $27 million, and approximately $3 million and $15 million during the three and six months ended June 30, 2008, respectively, bringing our total estimated losses to approximately $54 million. These additional costs are a result of identifying increased costs of materials and the related costs of freight, installation and other costs. We could incur additional costs and losses on this project if our cost estimation processes identify new costs not previously included in our total estimated costs or if our plans to make up lost schedule are not achieved.   As of June 30, 2008, the project was approximately 73% complete.

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Index

Upstream Business Unit Activity

Our Upstream business unit provides a full range of services for large, complex upstream projects, including liquefied natural gas (“LNG”), gas-to-liquids (“GTL”), onshore oil and gas production facilities, offshore oil and gas production facilities, including platforms, floating production and subsea facilities, and onshore and offshore pipelines. In gas-to-liquids, we are leading the construction of two of the world’s three gas-to-liquids projects under construction or start-up, the size of which exceeds that of almost any other in the industry. Our Upstream business unit has designed and constructed some of the world’s most complex onshore facility and pipeline projects and, in the last 30 years, more than half of the world’s operating LNG liquefaction capacity. In oil & gas, we provide integrated engineering and program management solutions for offshore production facilities and subsea developments, including the design of the largest floating production facility in the world to date.

Skikda project. During the third quarter of 2007, we were awarded the engineering, procurement and construction (“EPC”) contract for the Sonatrach Skikda LNG project, to be constructed at Skikda, Algeria. In addition to performing the EPC work for the 4.5 million metric tons per annum LNG train, we will execute the pre-commissioning and commissioning portion of the contract. The contract has an approximate value of $2.8 billion. As of June 30, 2008 the Skikda project was approximately 23% complete.

Escravos project . In connection with our review of a consolidated 50%-owned GTL project in Escravos, Nigeria, during the second quarter of 2006, we identified increases in the overall cost to complete this four-plus year project, which resulted in our recording a $148 million charge before minority interest and taxes during the second quarter of 2006. These cost increases were caused primarily by schedule delays related to civil unrest and security on the Escravos River, changes in the scope of the overall project, engineering and construction changes due to necessary front-end engineering design changes and increases in procurement cost due to project delays. The increased costs were identified as a result of our first check estimate process.

During the first half of 2007, we and our joint venture partner negotiated modifications to the contract terms and conditions resulting in an executed contract amendment in July 2007. The contract has been amended to convert from a fixed price to a reimbursable contract whereby we will be paid our actual cost incurred less a credit that approximates the charge we identified in the second quarter of 2006. The unamortized balance of the charge is included as a component of the “Reserve for estimated losses on uncompleted contracts” in the accompanying condensed consolidated balance sheets. Also included in the amended contract are client determined incentives that may be earned over the remaining life of the contract. Under the terms of the amended contact, the first $21 million of incentives earned over the remaining life of the contract are not payable to us.  During the six months ended June 30, 2008, we did not recognize approximately $6 million of incentives earned but not payable under the provisions of the amended contract. Our Advanced billings on uncompleted contracts included in our condensed consolidated balance sheets related to this project, was $0 million and $236 million at June 30, 2008 and December 31, 2007, respectively.

Brown & Root Condor Spa (“BRC”). BRC was a joint venture in which we sold our 49% interest and other rights in BRC in the third quarter of 2007, to Sonatrach for approximately $24 million, resulting in a pre-tax gain of approximately $18 million. In the first quarter of 2007, we recorded an $18 million impairment charge of which $16 million was classified as “Equity in earnings (losses) of unconsolidated affiliates” and $2 million as a component of “Cost of services” in our condensed consolidated statements of income. During the first quarter of 2007, we billed approximately $2 million of services to BRC, which we expensed as a component of “Cost of services”.

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Index

Results of Operations

 	 	Three Months Ended June 30,	 	
 	 	2008	 	 	2007	 	 	Increase
(Decrease)	 	 	Percentage
Change	 	
 	 	(In millions of dollars)	 	
Revenue: (1)	 	 	 	 	 	 	 	 	 	 	 	 	
G&I:	 	 	 	 	 	 	 	 	 	 	 	 	
U.S. Government —Middle East Operations	 	$	1,340	 	 	$	1,170	 	 	$	170	 	 	 	15	%	
U.S. Government —Americas Operations	 	 	156	 	 	 	185	 	 	 	(29	)	 	 	(16	)%	
International Operations	 	 	211	 	 	 	127	 	 	 	84	 	 	 	66	%	
Total G&I	 	 	1,707	 	 	 	1,482	 	 	 	225	 	 	 	15	%	
Upstream:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gas Monetization	 	 	575	 	 	 	360	 	 	 	215	 	 	 	60	%	
Offshore	 	 	98	 	 	 	85	 	 	 	13	 	 	 	15	%	
Other	 	 	26	 	 	 	40	 	 	 	(14	)	 	 	(35	)%	
Total Upstream	 	 	699	 	 	 	485	 	 	 	214	 	 	 	44	%	
Services	 	 	129	 	 	 	78	 	 	 	51	 	 	 	65	%	
Downstream	 	 	101	 	 	 	88	 	 	 	13	 	 	 	15	%	
Technology	 	 	23	 	 	 	18	 	 	 	5	 	 	 	28	%	
Ventures	 	 	(1	)	 	 	1	 	 	 	(2	)	 	 	(200	) %	
Total revenue	 	$	2,658	 	 	$	2,152	 	 	$	506	 	 	 	24	%	

________________________
(1)	Our revenue includes both equity in the earnings of unconsolidated affiliates as well as revenue from the sales of services into the joint ventures. We often participate on larger projects as a joint venture partner and also provide services to the venture as a subcontractor. The amount included in our revenue represents our share of total project revenue, including equity in the earnings (loss) from joint ventures and revenue from services provided to joint ventures.	

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Index

 	 	Three Months Ended June 30,	 	
 	 	2008	 	 	2007	 	 	Increase
(Decrease)	 	 	Percentage
Change	 	
 	 	(In millions of dollars)	 	
Business Unit Income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	
G&I:	 	 	 	 	 	 	 	 	 	 	 	 	
U.S. Government —Middle East Operations	 	$	36	 	 	$	67	 	 	$	(31	)	 	 	(46	) %	
U.S. Government —Americas Operations	 	 	13	 	 	 	1	 	 	 	12	 	 	 	1,200	%	
International Operations	 	 	45	 	 	 	23	 	 	 	22	 	 	 	96	%	
Total job income	 	 	94	 	 	 	91	 	 	 	3	 	 	 	3	%	
Divisional overhead	 	 	(31	)	 	 	(33	)	 	 	2	 	 	 	6	%	
Total G&I business unit income	 	 	63	 	 	 	58	 	 	 	5	 	 	 	9	%	
Upstream:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gas Monetization	 	 	32	 	 	 	43	 	 	 	(11	)	 	 	(26	) %	
Offshore	 	 	17	 	 	 	11	 	 	 	6	 	 	 	55	%	
Other	 	 	4	 	 	 	6	 	 	 	(2	)	 	 	(33	) %	
Total job income	 	 	53	 	 	 	60	 	 	 	(7	)	 	 	(12	) %	
Divisional overhead	 	 	(14	)	 	 	(13	)	 	 	(1	)	 	 	(8	) %	
Total Upstream business unit income	 	 	39	 	 	 	47	 	 	 	(8	)	 	 	(17	) %	
Services:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Job income	 	 	19	 	 	 	19	 	 	 	—	 	 	 	—	%	
Gain on sale of assets	 	 	1	 	 	 	—	 	 	 	1	 	 	 	—	%	
Divisional overhead	 	 	(3	)	 	 	(2	)	 	 	(1	)	 	 	(50	) %	
Total Services business unit income	 	 	17	 	 	 	17	 	 	 	—	 	 	 	—	%	
Downstream:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Job income	 	 	20	 	 	 	5	 	 	 	15	 	 	 	300	%	
Divisional overhead	 	 	(6	)	 	 	(4	)	 	 	(2	)	 	 	(50	) %	
Total Downstream business unit income	 	 	14	 	 	 	1	 	 	 	13	 	 	 	1,300	%	
Technology:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Job income	 	 	12	 	 	 	7	 	 	 	5	 	 	 	71	%	
Divisional overhead	 	 	(5	)	 	 	(5	)	 	 	—	 	 	 	—	%	
Total Technology business unit income	 	 	7	 	 	 	2	 	 	 	5	 	 	 	250	%	
Ventures:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Job loss	 	 	(1	)	 	 	—	 	 	 	(1	)	 	 	—	%	
Gain on sale of assets	 	 	1	 	 	 	—	 	 	 	1	 	 	 	—	%	
Divisional overhead	 	 	—	 	 	 	(1	)	 	 	1	 	 	 	100	%	
Total Ventures business unit loss	 	 	—	 	 	 	(1	)	 	 	1	 	 	 	100	%	
Total business unit income	 	$	140	 	 	$	124	 	 	$	16	 	 	 	13	%	
Unallocated amounts:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Labor costs absorption (1)	 	 	2	 	 	 	(4	)	 	 	6	 	 	 	150	%	
Corporate general and administrative	 	 	(52	)	 	 	(55	)	 	 	3	 	 	 	5	%	
Total operating income	 	$	90	 	 	$	65	 	 	$	25	 	 	 	38	%	
 
________________________
 	(1)	Labor cost absorption represents costs incurred by our central labor and resource groups (above)/ under the amounts charged to the operating business units.	

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Index

Three months ended June 30, 2008 compared to three months ended June 30, 2007

Government and Infrastructure. Revenue from our G&I business unit was $1.7 billion and $1.5 billion for the three months ended June 30, 2008 and 2007, respectively. The increase in revenue from our Middle East Operations is largely a result of higher volume on U.S. military support activities in Iraq under our LogCAP III contract due to a U.S. military troop surge in the second half of 2007. We expect to provide services under our LogCAP III contract through the first quarter of 2009. In April 2008, we were selected as one of the executing contractors of the LogCAP IV contract. Despite the award of the LogCAP IV contract, we expect our overall volume of work to decline as our customer scales back its requirements for the types and amounts of services we provide under these programs. Revenue from our Americas Operations decreased primarily as a result of lower activity on several domestic cost-reimbursable U.S. Government projects, including the CENTCOM, CONCAP and Los Alamos projects. The increase in revenue from our International Operations is largely due to a project to design, procure and construct facilities for the U.K. MoD in Basra, southern Iraq and several engineering projects in Australia.

Business unit income was $63 million and $58 million for the three months ended June 30, 2008 and 2007, respectively.  Job income from our Middle East Operations decreased as a result of a $40 million charge recognized in the second quarter of 2008 related to an unfavorable jury verdict from litigation with one of our subcontractors for work performed on our LogCAP III contract in 2003.  We believe the jury award is billable to our customer, but we have not yet determined if the jury award can be fully recovered at this time.  Job income from our Americas Operations increased primarily due to the prior job loss of $24 million recognized on the U.S. embassy project in Skopje, Macedonia in the second quarter of 2007 compared to a $3 million loss recognized in the second quarter of 2008.  This increase was partially offset by decreases in job income on several domestic cost-reimbursable U.S. Government projects resulting from lower activity.  In our International Operations, job income increased primarily due to increased performance on the construction portion of the Allenby & Connaught project as well as the project for the U.K. MoD in Iraq.

Upstream. Revenue from our Upstream business unit was $699 million and $485 million for the three months ended June 30, 2008 and 2007, respectively. The increase in revenue is primarily due to increased activity from several Gas Monetization projects including the Escravos GTL, Pearl GTL, Gorgon LNG and Skikda LNG projects. Revenue from these four projects increased an aggregate $257 million during the second quarter of 2008. We continue to experience a strong market for gas monetization projects with an increasing number of LNG projects in the development stage.

Business unit income was $39 million and $47 million for the three months ended June 30, 2008 and 2007, respectively. In our Gas Monetization operations, the decrease was largely driven by a reduction in estimated profits on one of our LNG projects caused by increases in estimated costs of our joint venture which decreased KBR’s recognized profits by $24 million during the quarter.  During the quarter, the joint venture and the project owner reached a settlement that is expected to cover the increases in estimated costs.  Based on the timing and approvals required for the settlement, a formal change order was not completed between the joint venture and the project owner during the second quarter of 2008; however, we believe that it is likely that a change order will be executed covering the increases in estimated costs.  This decrease in business unit income was partially offset by increases in job income on other Gas Monetization projects as a result of  increased activity.

Services. Revenue from our Services business unit was $129 million and $78 million for the three months ended June 30, 2008 and 2007, respectively. The increase in revenue is primarily due to increases in newly awarded and reoccurring direct construction and modular fabrication services in our Canadian and North American Construction operations. Revenue from the Shell Scotford Upgrader project in Canada increased approximately $66 million during the second quarter of 2008.

Business unit income was $17 million for both the three months ended June 30, 2008 and 2007. Job income increased by approximately $2 million in our Canadian operations primarily attributable to the Shell Scotford Upgrader project and several projects in our North American Construction operations.  The increases were offset by lower results from our MMM joint venture which provides marine vessel support services in the Gulf of Mexico.

Downstream. Revenue from our Downstream business unit was $101 million and $88 million for the three months ended June 30, 2008 and 2007, respectively. During the second quarter 2008, revenue increased by approximately $27 million from the Saudi Kayan olefin and Ras Tanura integrated chemical projects in Saudi Arabia due to increased activity. Increase in revenue related to these and other projects were partially offset by an $18 million decrease in revenue during the quarter on the EBIC ammonia plant project in Egypt as it nears completion.

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Index

Business unit income was $14 million and $1 million for the three months ended June 30, 2008 and 2007, respectively. This increase is primarily due to an increase in job income from the Saudi Kayan project and additional positive contributions from the Yanbu Export Refining project and program management services for the Ras Tanura project in Saudi Arabia as well as the reversal of $8 million of the previously recognized losses on the Saudi Kayan project resulting from the effects of change orders executed during the second quarter of 2008.

Technology. Revenue from our Technology business unit was $23 million and $18 million for the three months ended June 30, 2008 and 2007, respectively. Business unit income was $7 million and $2 million for the three months ended June 30, 2008 and 2007, respectively. The increase in revenue and business unit income is primarily attributable to several projects with higher activity in the second quarter of 2008.

Ventures. Revenue from our Ventures business unit was $(1) million and $1 million for the three months ended June 30, 2008 and 2007, respectively. Business unit loss was $0 million and $1 million for the three months ended June 30, 2008 and 2007, respectively. Revenue and business unit income for the second quarter of 2008 included continued operating losses generated on our investment in APT/FreightLink, the Alice Springs-Darwin railroad project in Australia.  These losses were offset by income from various other investments including the Aspire Defence and various road projects in the U.K.

Labor cost absorption.   Labor cost absorption was $2 million and $(4) million for the three months ended June 30, 2008 and 2007, respectively. Labor cost absorption represents costs incurred by our central labor and resource groups (above) or under the amounts charged to the operating business units. The increase in labor cost absorption for the three months ended June 30, 2008 compared to the three months ended June 30, 2007 was primarily due to increased volume at MWKL.

General and Administrative expense.   General and administrative expense was $52 million and $55 million for the three months ended June 30, 2008 and 2007, respectively. The decrease was primarily due to settlement of certain sales and use tax issues that were under audit and lower information technology costs incurred due mainly to headcount reductions.  These decreases were slightly offset by an increase in performance award unit and stock based compensation expense.

Non-operating items.

Net interest income was $9 million for the three months ended June 30, 2008 compared to net interest income of $14 million for the three months ended June 30, 2007. The decrease in net interest income primarily relates to the decrease in interest income earned related to our Escravos Project.  In July 2007 our Escravos Project was converted from a fixed price contract to a reimbursable contract.  In conjunction with this conversion of the contract, we were no longer entitled to interest income earned on advanced funds from the project owner. As of June 30, 2008, we had total cash and equivalents of approximately $1.6 billion (including committed cash of $211 million) compared to $2.0 billion as of June 30, 2007.

Provision for income taxes from continuing operations in the second quarter of 2008 was $36 million compared to $32 million in the second quarter of 2007. The effective tax rate for the second quarter of 2008 was approximately 36% as compared to a rate of 41% in the second quarter of 2007. Our effective tax rate for the three months ended June 30, 2008 exceeded our statutory rate of 35% primarily due to not receiving a benefit for operating losses on our railroad investment in Australia, and state and other taxes.  We received an unfavorable tax ruling in the U.K. on the deduction of certain capital losses that were deducted in prior years related to the separations of the Highlands Insurance Company from Halliburton in 1996.  In addition, we recognized a benefit to our tax provision in the second quarter of 2008 related to amended tax returns filed in Australia for losses previously surrendered to Halliburton for which Halliburton has surrendered back to KBR and we believe can be carried forward to recover taxes paid by KBR in a subsequent period, deductions in the U.K. related to research and development and in the U.S. related to extraterritorial income exclusion for certain activities supporting foreign projects.  The net impact of recording the U.K. court ruling and the amended tax returns in the second quarter of 2008 was a benefit of approximately $4 million.  Our effective tax rate for the second quarter of 2007 exceeded our statutory rate of 35% primarily due to not receiving a tax benefit for a portion of our impairment charge related to our investment in BRC, operating losses from our railroad investment in Australia, and state and other taxes.

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Index

Income from discontinued operations was $0 million and $90 million for the three months ended June 30, 2008 and 2007, respectively. Discontinued operations represents revenues and gain on the sale of our Productions Services group in May 2006 and the disposition of our 51% interest in DML in June 2007. Revenues from our discontinued operations were $225 million for the three months ended June 30, 2007.

 	 	Six Months Ended June 30,	 	
 	 	2008	 	 	2007	 	 	Increase
(Decrease)	 	 	Percentage
Change	 	
 	 	(In millions of dollars)	 	
Revenue: (1)	 	 	 	 	 	 	 	 	 	 	 	 	
G&I:	 	 	 	 	 	 	 	 	 	 	 	 	
U.S. Government —Middle East Operations	 	$	2,708	 	 	$	2,312	 	 	$	396	 	 	 	17	%	
U.S. Government —Americas Operations	 	 	277	 	 	 	373	 	 	 	(96	)	 	 	(26	) %	
International Operations	 	 	406	 	 	 	254	 	 	 	152	 	 	 	60	%	
Total G&I	 	 	3,391	 	 	 	2,939	 	 	 	452	 	 	 	15	%	
Upstream:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gas Monetization	 	 	1,020	 	 	 	642	 	 	 	378	 	 	 	59	%	
Offshore	 	 	235	 	 	 	168	 	 	 	67	 	 	 	40	%	
Other	 	 	55	 	 	 	67	 	 	 	(12	)	 	 	(18	) %	
Total Upstream	 	 	1,310	 	 	 	877	 	 	 	433	 	 	 	49	%	
Services	 	 	237	 	 	 	149	 	 	 	88	 	 	 	59	%	
Downstream	 	 	201	 	 	 	173	 	 	 	28	 	 	 	16	%	
Technology	 	 	42	 	 	 	46	 	 	 	(4	)	 	 	(9	) %	
Ventures	 	 	(4	)	 	 	(5	)	 	 	1	 	 	 	20	%	
Total revenue	 	$	5,177	 	 	$	4,179	 	 	$	998	 	 	 	24	%	
________________________
(1)	Our revenue includes both equity in the earnings of unconsolidated affiliates as well as revenue from the sales of services into the joint ventures. We often participate on larger projects as a joint venture partner and also provide services to the venture as a subcontractor. The amount included in our revenue represents our share of total project revenue, including equity in the earnings (loss) from joint ventures and revenue from services provided to joint ventures.	

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Index

 	 	Six Months Ended June 30,	 	
 	 	2008	 	 	2007	 	 	Increase
(Decrease)	 	 	Percentage
 Change	 	
 	 	(In millions of dollars)	 	
Business Unit Income (loss):	 	 	 	 	 	 	 	 	 	 	 	 	
G&I:	 	 	 	 	 	 	 	 	 	 	 	 	
U.S. Government —Middle East Operations	 	$	105	 	 	$	132	 	 	$	(27	)	 	 	(20	) %	
U.S. Government —Americas Operations	 	 	14	 	 	 	18	 	 	 	(4	)	 	 	(22	)%	
International Operations	 	 	84	 	 	 	46	 	 	 	38	 	 	 	83	%	
Total job income	 	 	203	 	 	 	196	 	 	 	7	 	 	 	4	%	
Divisional overhead	 	 	(60	)	 	 	(68	)	 	 	8	 	 	 	12	%	
Total G&I business unit income	 	 	143	 	 	 	128	 	 	 	15	 	 	 	12	%	
Upstream:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gas Monetization	 	 	73	 	 	 	81	 	 	 	(8	)	 	 	(10	) %	
Offshore	 	 	84	 	 	 	23	 	 	 	61	 	 	 	265	%	
Other	 	 	12	 	 	 	(13	)	 	 	25	 	 	 	192	%	
Total job income	 	 	169	 	 	 	91	 	 	 	78	 	 	 	86	%	
Divisional overhead	 	 	(25	)	 	 	(24	)	 	 	(1	)	 	 	(4	) %	
Total Upstream business unit income	 	 	144	 	 	 	67	 	 	 	77	 	 	 	115	%	
Services:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Job income	 	 	35	 	 	 	32	 	 	 	3	 	 	 	9	%	
Gain on sale of assets	 	 	1	 	 	 	—	 	 	 	1	 	 	 	—	%	
Divisional overhead	 	 	(6	)	 	 	(5	)	 	 	(1	)	 	 	(20	) %	
Total Services business unit income	 	 	30	 	 	 	27	 	 	 	3	 	 	 	11	%	
Downstream:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Job income	 	 	32	 	 	 	11	 	 	 	21	 	 	 	191	%	
Divisional overhead	 	 	(10	)	 	 	(8	)	 	 	(2	)	 	 	(25	) %	
Total Downstream business unit income	 	 	22	 	 	 	3	 	 	 	19	 	 	 	633	%	
Technology:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Job income	 	 	22	 	 	 	23	 	 	 	(1	)	 	 	(4	)%	
Divisional overhead	 	 	(10	)	 	 	(10	)	 	 	—	 	 	 	—	%	
Total Technology business unit income	 	 	12	 	 	 	13	 	 	 	(1	)	 	 	(8	)%	
Ventures:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Job loss	 	 	(4	)	 	 	(5	)	 	 	1	 	 	 	20	%	
Gain on sale of assets	 	 	1	 	 	 	—	 	 	 	1	 	 	 	—	%	
Divisional overhead	 	 	(1	)	 	 	(1	)	 	 	—	 	 	 	—	%	
Total Ventures business unit loss	 	 	(4	)	 	 	(6	)	 	 	2	 	 	 	33	%	
Total business unit income	 	$	347	 	 	$	232	 	 	$	115	 	 	 	50	%	
Unallocated amounts:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Labor costs absorption (1)	 	 	5	 	 	 	(10	)	 	 	15	 	 	 	150	%	
Corporate general and administrative	 	 	(108	)	 	 	(112	)	 	 	4	 	 	 	4	%	
Total operating income	 	$	244	 	 	$	110	 	 	$	134	 	 	 	122	%	

________________________
(1)	Labor cost absorption represents costs incurred by our central labor and resource groups (above)/ under the amounts charged to the operating business units.	

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Index

Six months ended June 30, 2008 compared to six months ended June 30, 2007

Government and Infrastructure. Revenue from our G&I business unit was $3.4 billion and $2.9 billion for the six months ended June 30, 2008 and 2007, respectively. The increase in revenue from our Middle East Operations is largely a result of higher volume on U.S. military support activities in Iraq under our LogCAP III contract due to a U.S. military troop surge in the second half of 2007. We expect to provide services under our LogCAP III contract through the first quarter of 2009. In April 2008, we were selected as one of the executing contractors of the LogCAP IV contract. Despite the award of the LogCAP IV contract, we expect our overall volume of work to decline as our customer scales back its requirements for the types and amounts of services we provide under these programs. Revenue from our Americas Operations decreased primarily as a result of lower activity on several domestic cost-reimbursable U.S. Government projects including the CENTCOM, CONCAP and Los Alamos projects. The increase in revenue from our International Operations is largely due to a project to design, procure and construct facilities for the U.K. MoD in Basra, southern Iraq.  Also contributing to the increase in International Operations are several engineering projects in Australia.

Business unit income was $143 million and $128 million for the six months ended June 30, 2008 and 2007, respectively.  The decrease in job income from our Middle East Operations decreased as a result of a $40 million charge recognized in the second quarter of 2008 related to an unfavorable jury verdict from litigation with one of our subcontractors for work performed on our LogCAP III contract in 2003.  We believe the jury verdict is billable to our customer, but we have not yet determined if the jury award can be fully recovered at this time.  Job income from our International Operations increased due to several projects including increased earnings from the Allenby & Connaught project and the recently awarded project to design, procure and construct facilities for the U.K. MoD in southern Iraq. The increases in our International Operations were partially offset by an additional job loss of $15 million related to the U.S. embassy project in Skopje, Macedonia recorded during the six months ended June 30, 2008 in our Americas Operations.

Upstream. Revenue from our Upstream business unit was $1.3 billion and $877 million for the six months ended June 30, 2008 and 2007, respectively. The increase in revenue is primarily due to increased activity from several Gas Monetization projects including the Escravos GTL, Pearl GTL, Gorgon LNG and Skikda LNG projects. Revenue from these four projects increased an aggregate $453 million during the six months ended June 30, 2008. We continue to experience a strong market for gas monetization projects with an increasing number of LNG projects in the development stage. In addition, in the first quarter of 2008 we recognized revenue in the amount of $51 million related to the favorable arbitration award related to one of our three projects performed for PEMEX, EPC 28.

Business unit income was $144 million and $67 million for the six months ended June 30, 2008 and 2007, respectively. The increase in business unit income was largely driven by a $51 million favorable arbitration award on one of our three PEMEX projects EPC 28 in the first quarter of 2008 in our Offshore operations. In addition, in the first quarter of 2007, we recognized an $18 million impairment charge on our net investment in BRC in our Other operations.  In our Gas Monetization operations, the decrease was largely driven by a reduction in estimated profits on one of our LNG projects caused by increases in estimated costs of our joint venture which decreased KBR’s recognized profits by $24 million during the quarter.  During the quarter, the joint venture and the project owner reached a settlement that is expected to cover the increases in estimated costs.  Based on the timing and approvals required for the settlement, a formal change order was not completed between the joint venture and the project owner during the second quarter of 2008; however, we believe that it is likely that a change order will be executed covering the increases in estimated costs.  The decrease in profits from this project was partially offset by increases in job income on other Gas Monetization projects as a result of the increased activity including the Skikda LNG and Shell GTL projects.

Services. Revenue from our Services business unit was $237 million and $149 million for the six months ended June 30, 2008 and 2007, respectively. The increase in revenue is primarily due to increases in newly awarded and reoccurring direct construction and modular fabrication services in our Canadian and North American Construction operations. Revenue from the Shell Scotford Upgrader project in Canada increased approximately $113 million during the six months ended June 30, 2008.

Business unit income was $30 million and $27 million for the six months ended June 30, 2008 and 2007, respectively. This increase in business unit income was primarily attributable to Shell Scotford Upgrader project which were partially offset by decreases in job income from several other projects in Canada and lower results from our MMM joint venture which provides marine vessel support services in the Gulf of Mexico.

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Downstream. Revenue from our Downstream business unit was $201 million and $173 million for the six months ended June 30, 2008 and 2007, respectively. During the first six months of 2008, revenue increased by approximately $10 million on the Yanbu export refinery, $21 million on the Saudi Kayan olefin and $26 million on the Ras Tanura projects in Saudi Arabia due to increased activity. Increase in revenue related to these and other projects were partially offset by a $40 million decrease in revenue during the quarter on the EBIC ammonia plant project in Egypt as it nears completion.

Business unit income was $22 million and $3 million for the six months ended June 30, 2008 and 2007, respectively. This increase is primarily due to an increase in job income from the Saudi Kayan project and additional positive contributions from program management services for the Ras Tanura project in Saudi Arabia.  During the second quarter of 2008, we reversed $8 million of the previously recognized losses on the Saudi Kayan resulting from the effects of change orders executed during the second quarter of 2008.  Also contributing to the increases is $6 million in job income from the Yanbu export refinery project which was in the early stages of execution during the first quarter of 2007.

Technology. Revenue from our Technology business unit was $42 million and $46 million for the six months ended June 30, 2008 and 2007, respectively. Business unit income was $12 million and $13 million for the six months ended June 30, 2008 and 2007, respectively. The decrease in revenue and business unit income is primarily attributable to a couple projects in China and South America with lower activity as they are completed or nearly completed as of the first quarter of 2008.  The decreases in revenue and income from these projects are partially offset by increases from technology licensed to an ammonia plant in Venezuela and an aniline plant in China.

Ventures. Revenue from our Ventures business unit was $(4) million and $(5) million for the six months ended June 30, 2008 and 2007, respectively. Business unit loss was $4 million and $6 million for the six months ended June 30, 2008 and 2007, respectively. Revenue and business unit loss for the first six months of 2008 and 2007 are primarily driven by continued operating losses generated on our investment in APT/FreightLink, the Alice Springs-Darwin railroad project in Australia.

Labor cost absorption. Labor cost absorption was $5 million and $(10) million for the six months ended June 30, 2008 and 2007, respectively. Labor cost absorption represents costs incurred by our central labor and resource groups (above) or under the amounts charged to the operating business units. The increase in labor cost absorption for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 was primarily due to increased volume at MWKL.

General and Administrative expense. General and administrative expense was $108 million and $112 million for the six months ended June 30, 2008 and 2007, respectively. Included in the $108 million of general and administrative expense for the six months ended June 30, 2008 are net costs of approximately $7 million which we do not expect to recur, including:  costs incurred with the deployment of our HR/Payroll instance of SAP together with a charge from Halliburton for access to their HR/Payroll system which we have used historically pursuant to the Master Separation agreement, costs accrued for sales and use tax for periods currently under audit partially offset by an adjustment recorded in the first quarter of 2008 for our 2007 short term incentive program reflecting the final determination of certain discretionary amounts made by our compensation committee in the first quarter of 2008.

Non-operating items.

Net interest income was $25 million for the first six months of 2008 compared to net interest income of $27 million for the first six months of 2007. In July 2007 our Escravos Project was converted from a fixed price contract to a reimbursable contract.  In conjunction with this conversion of the contract, we were no longer entitled to interest income earned on advanced funds from the project owner. The decrease in net interest income earned in 2008 related to our Escravos project, was partially offset by interest income related to the payment from PEMEX for the EPC 22 arbitration award.  As of June 30, 2008, we had total cash and equivalents of approximately $1.6 billion (including committed cash of $211 million) compared to $2.0 billion as of June 30, 2007.

Provision for income taxes from continuing operations in the first six months of 2008 was $96 million compared to $58 million in the first six months of 2007. The effective tax rate for the first six months of 2008 was approximately 36% as compared to a rate of 44% in the first six months of 2007. Our effective tax rate for the six months ended June 30, 2008 exceeded our statutory rate of 35% primarily due to not receiving a benefit for operating losses on our railroad investment in Australia, and state and other taxes.  We received an unfavorable tax ruling in the U.K. on the deduction of certain capital losses that were deducted in prior years related to the separations of the Highlands Insurance Company from Halliburton in 1996.  In addition, we recognized a benefit to our tax provision in the second quarter of 2008 related to amended tax returns filed in Australia for losses previously surrendered to Halliburton for which Halliburton has surrendered back to KBR and we believe can be carried forward to recover taxes paid by KBR in a subsequent period, deductions in the U.K. related to research and development and in the U.S. related to extraterritorial income exclusion for certain activities supporting foreign projects.  The net impact of recording the U.K. court ruling and the amended tax returns in the first six months of 2008 was a benefit of approximately $4 million.  Our effective tax rate for the six months ended June 30, 2007 exceeded our statutory rate of 35% primarily due to not receiving a tax benefit for a portion of our impairment charge related to our investment in BRC, operating losses from our railroad investment in Australia, and state and other taxes.

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Income from discontinued operations was $0 million and $94 million for the six months ended June 30, 2008 and 2007, respectively. Discontinued operations represents revenues and gain on the sale of our Productions Services group in May 2006 and the disposition of our 51% interest in DML in June 2007. Revenues from our discontinued operations were $449 million for the six months ended June 30, 2007.

Backlog

Backlog represents the dollar amount of revenue we expect to realize in the future as a result of performing work under multi-period contracts that have been awarded to us. Backlog is not a measure defined by generally accepted accounting principles, and our methodology for determining backlog may not be comparable to the methodology used by other companies in determining their backlog. Backlog may not be indicative of future operating results. Not all of our revenue is recorded in backlog for a variety of reasons, including the fact that some projects begin and end within a short-term period. Many contracts do not provide for a fixed amount of work to be performed and are subject to modification or termination by the customer. The termination or modification of any one or more sizeable contracts or the addition of other contracts may have a substantial and immediate effect on backlog.

We generally include total expected revenue in backlog when a contract is awarded and/or the scope is definitized. For our projects related to unconsolidated joint ventures, we have included in the table below our percentage ownership of the joint venture’s backlog. However, because these projects are accounted for under the equity method, only our share of future earnings from these projects will be recorded in our revenue. Our backlog for projects related to unconsolidated joint ventures in our continuing operations totaled $2.9 billion and $3.1 billion at June 30, 2008 and December 31, 2007, respectively. We also consolidate joint ventures which are majority-owned and controlled or are variable interest entities in which we are the primary beneficiary. Our backlog included in the table below for projects related to consolidated joint ventures with minority interest includes 100% of the backlog associated with those joint ventures and totaled $3.5 billion at June 30, 2008 and $3.2 billion at December 31, 2007.

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Index

For long-term contracts, the amount included in backlog is limited to five years. In many instances, arrangements included in backlog are complex, nonrepetitive in nature, and may fluctuate depending on expected revenue and timing. Where contract duration is indefinite, projects included in backlog are limited to the estimated amount of expected revenue within the following twelve months. Certain contracts provide maximum dollar limits, with actual authorization to perform work under the contract being agreed upon on a periodic basis with the customer. In these arrangements, only the amounts authorized are included in backlog. For projects where we act solely in a project management capacity, we only include our management fee revenue of each project in backlog.

Backlog (1)
(in millions)

 	 	June 30,
2008	 	 	December 31,
2007	 	
G&I:	 	 	 	 	 	 	
U.S. Government - Middle East Operations	 	$	1,170	 	 	$	1,361	 	
U.S. Government - Americas Operations	 	 	490	 	 	 	548	 	
International Operations	 	 	2,120	 	 	 	2,339	 	
Total G&I	 	$	3,780	 	 	$	4,248	 	
Upstream:	 	 	 	 	 	 	 	 	
Gas Monetization	 	 	6,531	 	 	 	6,606	 	
Offshore Projects	 	 	235	 	 	 	173	 	
Other	 	 	84	 	 	 	118	 	
Total Upstream	 	$	6,850	 	 	$	6,897	 	
Services	 	 	809	 	 	 	765	 	
Downstream	 	 	326	 	 	 	313	 	
Technology	 	 	100	 	 	 	128	 	
Ventures	 	 	735	 	 	 	700	 	
Total backlog for continuing operations	 	$	12,600	 	 	$	13,051	 	

 (1)	Our G&I business unit’s total backlog from continuing operations attributable to firm orders was $3.6 billion and $4.0 billion as of June 30, 2008 and December 31, 2007, respectively. Our G&I business unit’s total backlog from continuing operations attributable to unfunded orders was $0.2 billion as of June 30, 2008 and December 31, 2007.	

We estimate that as of June 30, 2008, 51% of our backlog will be complete within one year. As of June 30, 2008, 24% of our backlog for continuing operations was attributable to fixed-price contracts and 76% was attributable to cost-reimbursable contracts. For contracts that contain both fixed-price and cost-reimbursable components, we classify the components as either fixed-price or cost-reimbursable according to the composition of the contract except for smaller contracts where we characterize the entire contract based on the predominant component.

In August 2006, we were awarded a task order for approximately $3.5 billion for our continued services in Iraq through the third quarter of 2008 under the LogCAP III contract in our G&I-Middle East operations. As of June 30, 2008, our backlog under the LogCAP III contract was $1.2 billion. In July 2007, we were awarded the EPC contract for the Skikda LNG project for approximately $2.8 billion. As of June 30, 2008, the Skikda backlog was $2.6 billion and was included in our Upstream-Gas Monetization operations.

Liquidity and Capital Resources

At June 30, 2008 and December 31, 2007, cash and equivalents totaled $1.6 billion and $1.9 billion, respectively, including $211 million and $483 million, respectively, of cash and equivalents from advanced payments related to contracts in progress held by our joint ventures and other subsidiaries that we consolidate for accounting purposes. The use of these cash balances in consolidated joint ventures is limited to the specific projects or joint venture activities and is not available for other projects, general cash needs or distribution to us without approval of the board of directors of the respective joint ventures or subsidiaries. In addition, cash and equivalents includes $216 million and $213 million as of June 30, 2008 and December 31, 2007, respectively, from advanced payments related to a contract in progress that was approximately 23% complete at June 30, 2008. We expect to use the cash and equivalents advanced on this project to pay project costs.

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Index

Our Revolving Credit Facility has an $890 million capacity and is available for cash working capital needs and letters of credit to support our operations. On June 30, 2008, we expanded the capacity of our Revolving Credit Facility in the amount of $40 million.  This expansion increased the capacity under the Revolving Credit Facility from $850 million to $890 million.  Effective July 2, 2008, an additional $40 million of borrowing capacity was added to the Revolving Credit Facility, increasing the capacity to $930 million.  Letters of credit issued in support of our operations reduce the Revolving credit Facility capacity on a dollar-for-dollar basis. As of June 30, 2008 we had approximately $500 million of letters of credit outstanding under our Revolving Credit Facility, which reduced the availability to $390 million. In addition, we have approximately $478 million in letters of credit issued under various Halliburton facilities. The letters of credit are irrevocably and unconditionally guaranteed by Halliburton. Under the terms of the master separation agreement, we provide an indemnification to Halliburton in the event of a drawing under these letters of credits. Also, we have agreed to use our reasonable best efforts to attempt to release or replace Halliburton’s liability under these outstanding credit support instruments. We currently pay an annual fee to Halliburton calculated at 0.40% of the outstanding performance-related letters of credit and 0.80% of the outstanding financial-related letters of credit guaranteed by Halliburton. Effective January 1, 2010, the annual fee increases to 0.90% and 1.65% of the outstanding performance-related and financial-related outstanding issued letters of credit, respectively.

We are also pursuing several large projects that, if awarded to us will likely require us to issue letters of credit that could be large in amount.

Our business strategy includes our evaluation of strategic acquisitions of other businesses. We are currently evaluating several opportunities that, if successfully acquired, will require the use of a portion of our existing cash balances.

The current capacity of our Revolving Credit Facility is not adequate for us to issue letters of credit necessary to replace all outstanding letters of credit issued under the various Halliburton facilities and issue letters of credit for projects that we are currently pursuing should they be awarded to us. In addition, we would not be able to make working capital borrowings against the Revolving Credit Facility if the availability is fully reduced by issued letters of credit. We are currently pursuing further expansion of our credit capacity.

Operating activities.   Cash used in operating activities was $284 million for the six months ended June 30,  2008. Collections of accounts receivable balances and a payment from PEMEX related to the EPC 22 arbitration award of $79 million were more than offset by the use of cash on our Escravos project of approximately $290 million during the six months ended June 30, 2008.  Cash used in operating activities also includes approximately $62 million of contributions made to our international and domestic pension plans during the six months ended June 30, 2008.  Our working capital requirements for our Iraq-related work decreased from $239 million at December 31, 2007 to $207 million at June 30, 2008, generating cash of $32 million. Cash provided by operating activities was $394 million for the six months ended June 30, 2007. Cash provided by operations for the six months ended June 30, 2007 includes $373 million related to collections of accounts receivable and a significant milestone payment from one of our joint ventures.  This increase to cash was slightly offset by a decrease in accounts payable primarily related to LogCap III.

Investing activities. Cash used in investing activities was $24 million for the six months ended June 30, 2008.  In April 2008, we acquired TGI and Catalyst Interactive for a combined purchase price of approximately $11 million, net of cash received.  Cash provided by investing activities was $311 million for the six months ended June 30, 2007, primarily due to the sale in the second quarter of 2007 of our 51% interest in DML for cash proceeds of approximately $345 million, net of direct transaction costs. Capital expenditures were $16 million and $23 million for the six months ended June 30, 2008 and 2007, respectively.

Financing activities. Cash used in financing activities was $17 million for the six months ended June 30,  2008 and primarily related to payments of dividends to shareholders and to minority shareholders. Cash used in financing activities was $149 million for the six months ended June 30, 2007, and primarily related to payments made to Halliburton and payment of dividends to minority shareholders. The payments to Halliburton during the six months ended June 30, 2007, related to various support services provided by Halliburton under our transition services agreement and other amounts.

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Index

Further sources of cash .  Future sources of cash include cash flows from operations, including cash advance payments from our customers, and borrowings under our Revolving Credit Facility. The Revolving Credit Facility is available for cash advances required for working capital and letters of credit to support our operations. However, to meet our short- and long-term liquidity requirements, we will primarily look to cash generated from operating activities. As such, we will be required to consider the working capital requirements of future projects.

Future uses of cash . Future uses of cash will primarily relate to working capital requirements for our operations. In addition, we used cash of $550 million to fund the BE&K acquisition in the third quarter of 2008, and will use cash for capital expenditures, pension obligations, operating leases, cash dividend payments and various other obligations, as they arise.

As of June 30, 2008, we had commitments to fund approximately $123 million to related companies. Our commitments to fund our privately financed projects are supported by letters of credit as described above. These commitments arose primarily during the start-up of these entities due to the losses incurred by them. At June 30, 2008, approximately $28 million of the $123 million commitments are current.

We currently expect to contribute approximately $73 million and $2 million to our international and domestic pension plans, respectively, in 2008. As of June 30, 2008, we had contributed approximately $61 million and $1 million to our international and domestic pension plans, respectively.

Capital spending for 2008 is expected to be approximately $57 million, and primarily relates to information technology and real estate.

On May 6, 2008, our Board of Directors declared a quarterly cash dividend of $0.05 per share of common stock payable on July 15, 2008 to shareholders of record on June 13, 2008. The dividend payment was approximately $9 million and is included in other current liabilities as of June 30, 2008. Any future dividend declarations will be at the discretion of our Board of Directors.

Letters of credit, bonds and financial and performance guarantees . We and Halliburton have agreed that the existing surety bonds, letters of credit, performance guarantees, financial guarantees and other credit support instruments guaranteed by Halliburton will remain in full force and effect following the separation of our companies. In addition, we and Halliburton have agreed that until December 31, 2009, Halliburton will issue additional guarantees, indemnification and reimbursement commitments for our benefit in connection with (a) letters of credit necessary to comply with our EBIC contract, our Allenby & Connaught project and all other contracts that were in place as of December 15, 2005; (b) surety bonds issued to support new task orders pursuant to the Allenby & Connaught project, two job order contracts for our G&I business unit and all other contracts that were in place as of December 15, 2005; and (c) performance guarantees in support of these contracts. Each credit support instrument outstanding at the time of our initial public offering and any additional guarantees, indemnification and reimbursement commitments will remain in effect until the earlier of: (1) the termination of the underlying project contract or our obligations thereunder or (2) the expiration of the relevant credit support instrument in accordance with its terms or release of such instrument by the customer. In addition, we have agreed to use our reasonable best efforts to attempt to release or replace Halliburton’s liability under the outstanding credit support instruments and any additional credit support instruments relating to our business for which Halliburton may become obligated for which such release or replacement is reasonably available. For so long as Halliburton or its affiliates remain liable with respect to any credit support instrument, we have agreed to pay the underlying obligation as and when it becomes due. Furthermore, we agreed to pay to Halliburton a quarterly carry charge for its guarantees of our outstanding letters of credit and surety bonds and agreed to indemnify Halliburton for all losses in connection with the outstanding credit support instruments and any new credit support instruments relating to our business for which Halliburton may become obligated following the separation.

During the second quarter of 2007, a £20 million letter of credit was issued on our behalf by a bank in connection with our Allenby & Connaught project. The letter of credit supports a building contract guarantee executed between KBR and certain project joint venture company to provide additional credit support as a result of our separation from Halliburton. The letter of credit issued by the bank is guaranteed by Halliburton.

Debt covenants . The Revolving Credit Facility contains a number of covenants restricting, among other things, our ability to incur additional indebtedness and liens, sales of our assets and payment of dividends, as well as limiting the amount of investments we can make. We are limited in the amount of additional letters of credit and other debt we can incur outside of the Revolving Credit Facility. Also, under the current provisions of the Revolving Credit Facility, it is an event of default if any person or two or more persons acting in concert, other than Halliburton or us, directly or indirectly acquire 25% or more of the combined voting power of all outstanding equity interests ordinarily entitled to vote in the election of directors of KBR Holdings, LLC, the borrower under the facility and a wholly owned subsidiary of KBR. Prior to our amendment to the Revolving Credit Facility on January 17, 2008 (referred to below), we were generally prohibited from purchasing, redeeming, retiring, or otherwise acquiring any of our common stock unless it is in connection with a compensation plan, program, or practice provided that the aggregate price paid for such transactions does not exceed $25 million in any fiscal year.

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Index

On January 17, 2008, we entered into an Agreement and Amendment to the Revolving Credit Facility effective as of January 11, 2008, (the “Amendment”). The Amendment (i) permits us to elect whether any increase in the aggregate commitments under the Revolving Credit Facility used solely for the issuance of letters of credit are to be funded from existing banks or from one or more eligible assignees; and (ii) permits us to declare and pay shareholder dividends and/or engage in equity repurchases not to exceed $400 million.

The Revolving Credit Facility also requires us to maintain certain financial ratios, as defined by the Revolving Credit Facility agreement, including a debt-to-capitalization ratio that does not exceed 50%; a leverage ratio that does not exceed 3.5; and a fixed charge coverage ratio of at least 3.0. At June 30, 2008 and December 31, 2007, we were in compliance with these ratios and other covenants.

Effective May 2008, our 55%-owned consolidated subsidiary, M.W. Kellogg Limited, entered into a credit facility with Barclays Bank totaling £ 15 million .  This facility replaces a previous facility with Barclays Bank.  This facility, which is non-recourse to us, is primarily used for bonding, guarantee, and other purposes.

Off balance sheet arrangements

We participate, generally through an equity investment in a joint venture, partnership or other entity, in privately financed projects that enable our government customers to finance large-scale projects, such as railroads, and major military equipment purchases. We evaluate the entities that are created to execute these projects following the guidelines of Financial Accounting Standards Board (“FASB”) Interpretation No. 46R. These projects typically include the facilitation of non-recourse financing, the design and construction of facilities, and the provision of operations and maintenance services for an agreed period after the facilities have been completed. The carrying value of our investments in privately financed project entities totaled $59 million and $30 million at June 30, 2008 and December 31, 2007, respectively. Our equity in earnings from privately financed project entities totaled $11 million and $14 million for the three and six months ended June 30, 2008, respectively.   Our equity in earnings  from privately financed project entities totaled $5 million and $4 million for the three and six months ended June 30, 2007, respectively.

Other factors affecting liquidity

We had unapproved claims for costs incurred under various government contracts totaling $70 million at June 30, 2008 and $82 million at December 31, 2007.  The unapproved claims outstanding at June 30, 2008 and December 31, 2007 are considered to be probable of collection and have been recognized as revenue. These unapproved claims related to contracts where our costs have exceeded the customer’s funded value of the task order and therefore could not be billed.  We understand that our customer is actively seeking funds that have been or will be appropriated to the Department of Defense that can be obligated on our contract.

As of June 30, 2008 and December 31, 2007, we had incurred approximately $37 million and $156 million, respectively, of costs under the LogCAP III contract that could not be billed to the government due to lack of appropriate funding on various task orders. These amounts were associated with task orders that had sufficient funding in total, but the funding was not appropriately allocated among the task orders. We are in the process of preparing a request for a reallocation of funding to be submitted to the U.S. Army for negotiation. We believe the negotiations will result in an appropriate distribution of funding by the U.S. Army and collection of the full amounts due.

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Legal Proceedings

Information related to various commitments and contingencies is described in Notes 8 and 9 to the condensed consolidated financial statements.

Environmental Matters

We are subject to numerous environmental, legal, and regulatory requirements related to our operations worldwide. In the United States, these laws and regulations include, among others: the Comprehensive Environmental Response, Compensation, and Liability Act; the Resources Conservation and Recovery Act; the Clean Air Act; the Federal Water Pollution Control Act; and the Toxic Substances Control Act.

In addition to the federal laws and regulations, states and other countries where we do business often have numerous environmental, legal and regulatory requirements by which we must abide. We evaluate and address the environmental impact of our operations by assessing and remediating contaminated properties in order to avoid future liabilities and by complying with environmental, legal and regulatory requirements. On occasion, we are involved in specific environmental litigation and claims, including the remediation of properties we own or have operated as well as efforts to meet or correct compliance-related matters. We make estimates of the amount of costs associated with known environmental contamination that we will be required to remediate and record accruals to recognize those estimated liabilities. Our estimates are based on the best available information and are updated whenever new information becomes known. For certain locations including our property at Clinton Drive, we have not completed our analysis of the site conditions and until further information is available, we are only able to estimate a possible range of remediation costs. This range of costs could change depending on our ongoing site analysis and the timing and techniques used to implement remediation activities. We do not expect costs related to environmental matters will have a material adverse effect on our consolidated financial position or our results of operations. At June 30, 2008 our accrual for the estimated assessment and remediation costs associated with all environmental matters was approximately $6 million, which represents the low end of the range of possible costs that could be as much as $15 million.

New Accounting Standards

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statement-amendments of ARB No. 51,” (“SFAS 160”).  SFAS 160 states that accounting and reporting for minority interests will be recharacterized as noncontrolling interests and classified as a component of equity.  The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.  SFAS 160 is effective for fiscal years beginning after December 15, 2008, early adoption is prohibited.  We are currently evaluating the impact the adoption of SFAS 160 will have on our financial position, results of operations and cash flows.

In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, “Determination of the Useful Life of Intangible Assets.” This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (Revised 2007), “Business Combinations,” and other U.S. generally accepted accounting principles (GAAP). This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. We are currently evaluating the impact the adoption of this FSP will have on our financial position, results of operations or cash flows.

In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.”  This FSP provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method.  The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years.  All prior period earnings per share data presented shall be adjusted retrospectively.  Early application of this FSP is prohibited.  We are currently evaluating the potential impact of adopting FSP EITF 03-6-1.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial instrument market risk from changes in foreign currency exchange rates and interest rates. We selectively manage these exposures through the use of derivative instruments to mitigate our market risk from these exposures. The objective of our risk management is to protect our cash flows related to sales or purchases of goods or services from market fluctuations in currency rates. Our use of derivative instruments includes the following types of market risk:

 	-	volatility of the currency rates;	
 	-	time horizon of the derivative instruments;	
 	-	market cycles; and	
 	-	the type of derivative instruments used.	

We do not use derivative instruments for trading purposes. We do not consider any of these risk management activities to be material.

Item 4. Controls and Procedures

In accordance with the Securities Exchange Act of 1934 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 30, 2008 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 Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PAR T II. OTHER INFORMATION

Item 1. Legal Proceedings
 
Information related to various commitments and contingencies is described in Notes 8 and 9 to the condensed consolidated financial statements and in Managements’ Discussion and Analysis of Financial Condition and Results of Operations – Legal Proceedings.

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 31, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None.

Item 3. Defaults Upon Senior Securities
 
None.

Item 4. Submission of Matters to a Vote of Security Holders
 
On May 7, 2008 , we held our Annual Meeting of Shareholders.   At the meeting, the shareholders voted on the following matters:

 	1.	The election of three Class II directors for the ensuing three years and until their successors shall be elected and shall qualify.	
 	2.	A proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm to examine the financial statements and books and records of KBR, Inc. for 2008.	
 	3.	A proposal to adopt our 2009 Employee Stock Purchase Plan.	

The three Class II directors, John R. Huff, Lester L. Lyles and Richard J. Slater were elected at the meeting, and proposals two and three received the affirmative vote required for approval.  The number of votes cast for, against and withheld, as well as the number of abstentions, as to each matter were as follows;

Proposal	 	Votes For	 	Votes Withheld	
 	 	 	 	 	 	
1.	 Election of Class II director-Term Ending 2011	 	 	 	 	
 	 	 	 	 	 	
 	John R. Huff	 	152,970,485	 	421,746	
 	 	 	 	 	 	
 	Lester L. Lyles	 	152,925,729	 	466,502	
 	 	 	 	 	 	
 	Richard J. Slater	 	153,088,172	 	304,059	

 	 	 	  Votes For	 	  Votes Against	 	Abstentions	
 	 	 	 	 	 	 	 	
2.	Proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm to examine the financial statements and books and records of KBR, Inc. for 2008	 	152,110,001	 	1,274,871	 	7,358	
 	 	 	 	 	 	 	 	
3.	 Proposal to adopt our 2009 Employee Stock Purchase Plan	 	122,509,631	 	19,078,973	 	577,362	

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Item 5. Other Information
 
None.

Item 6. Exhibits

 	2.1	 	Agreement and Plan of Merger dated as of May 6, 2008, by and among KBR, Inc., BE&K., and Whitehauk Sub, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed May 7, 2008, SEC file No. 001-33146)	
 	 	 	 	
*	3.1	 	Amended and Restated Bylaws of KBR, Inc.	
 	 	 	 	
*	10.1	 	KBR, Inc., 2009 Employee Stock Purchase Plan	
 	 	 	 	
*	10.2	 	Amendment No. 4 to the Five Year Revolving Credit Agreement, dated as of May 7, 2008, among KBR Holdings, LLC, a Delaware limited liability company, as Borrower, the Banks and Institutional Banks parties to the Five Year Revolving Credit Agreement, and Citibank, N.A., as paying agent.	
 	 	 	 	
*	31.1	 	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	 	 	
*	31.2	 	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	 	 	
**	32.1	 	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
 	 	 	 	
**	32.2	 	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	

 	*	 	Filed with this Form 10-Q	
 	**	 	Furnished with this Form 10-Q	

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As required by the Securities Exchange Act of 1934, the registrant has authorized this report to be signed on behalf of the registrant by the undersigned authorized individuals.

KBR, INC.

/s/   T. KEVIN DENICOLA	/s/   JOHN W. GANN, JR.	
T. Kevin DeNicola	John W. Gann, Jr.	
Chief Financial Officer	Vice President and Chief Accounting Officer	

Date: August 1, 2008

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Exhibi t Index

 	2.1	 	Agreement and Plan of Merger dated as of May 6, 2008, by and among KBR, Inc., BE&K., and Whitehauk Sub, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed May 7, 2008, SEC file No. 001-33146)	
 	 	 	 	
*	3.1	 	Amended and Restated Bylaws of KBR, Inc.	
 	 	 	 	
*	10.1	 	KBR, Inc., 2009 Employee Stock Purchase Plan	
 	 	 	 	
*	10.2	 	Amendment No. 4 to the Five Year Revolving Credit Agreement, dated as of May 7, 2008, among KBR Holdings, LLC, a Delaware limited liability company, as Borrower, the Banks and Institutional Banks parties to the Five Year Revolving Credit Agreement, and Citibank, N.A., as paying agent.	
 	 	 	 	
*	31.1	 	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	 	 	
*	31.2	 	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	 	 	
**	32.1	 	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
 	 	 	 	
**	32.2	 	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	

 	*	 	Filed with this Form 10-Q	
 	**	 	Furnished with this Form 10-Q	

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Exhibit 3.1

AMENDED AND RESTATED BYLAWS

OF

KBR, INC.
(the “ Corporation ”)

Adopted and Amended by Resolution of the Board of Directors on
November 10, 2006 and May 6, 2008
ARTICLE I

CAPITAL STOCK
Section 1.    Share Ownership.   Shares for the capital stock of the Corporation shall be certificated; provided , however , that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock may be uncertificated shares.  Owners of shares of the capital stock of the Corporation shall be recorded in the share transfer records of the Corporation and ownership of such shares shall be evidenced by a certificate or book entry notation in the share transfer records of the Corporation.  Any certificates representing such shares shall be signed by the Chairman of the Board, if there is one, the President or a Vice President and by the Treasurer, an Assistant Treasurer, the Corporate Secretary or an Assistant Corporate Secretary and shall be sealed with the seal of the Corporation, which signatures and seal may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer at the date of its issuance.

Section 2.    Stockholders of Record.   The Board of Directors of the Corporation may appoint one or more transfer agents or registrars of any class of stock or other security of the Corporation.  The Corporation may be its own transfer agent if so appointed by the Board of Directors.  The Corporation shall be entitled to treat the holder of record of any shares of the Corporation as the owner thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or any rights deriving from such shares, on the part of any other person, including (but without limitation) a purchaser, assignee or transferee, unless and until such other person becomes the holder of record of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such other person.

Section 3.    Transfer of Shares.   The shares of the capital stock of the Corporation shall be transferable in the share transfer records of the Corporation by the holder of record thereof, or his duly authorized attorney or legal representative.  All certificates representing shares surrendered for transfer, properly endorsed, shall be canceled and new certificates for a like number of shares shall be issued therefor.  In the case of lost, stolen, destroyed or mutilated certificates representing shares for which the Corporation has been requested to issue new certificates, new certificates or other evidence of such new shares may be issued upon such conditions as may be required by the Board of Directors or the Corporate Secretary or an Assistant Corporate Secretary for the protection of the Corporation and any transfer agent or registrar.  Uncertificated shares shall be transferred in the share transfer records of the Corporation upon the written instruction originated by the appropriate person to transfer the shares.

 

Section 4.    Stockholders of Record and Fixing of Record Date.   In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or, if permitted by the Certificate of Incorporation of the Corporation, to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, if permitted by the Certificate of Incorporation of the Corporation, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, if permitted by the Certificate of Incorporation of the Corporation, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however , that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

MEETINGS OF STOCKHOLDERS
Section 1.    Place of Meetings.   All meetings of stockholders shall be held at the principal office of the Corporation, in the City of Houston, Texas, or at such other place within or without the State of Delaware as may be designated by the Board of Directors or officer calling the meeting.

Section 2.    Annual Meeting.   The annual meeting of the stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors or as may otherwise be stated in the notice of the meeting.  Failure to designate a time for the annual meeting or to hold the annual meeting at the designated time shall not work a dissolution of the Corporation.

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Section 3.    Special Meetings.   Except as otherwise provided by the General Corporation Law of the State of Delaware (the “DGCL”) or the Certificate of Incorporation of the Corporation (including any certificate of designations relating to any series of preferred stock), (A) prior to the date on which Halliburton (as hereinafter defined) shall first cease to beneficially own (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, stock representing in the aggregate a majority of the voting power of all then outstanding shares of capital stock of the Corporation generally entitled to vote in the election of directors, voting together as a single class (such date hereinafter referred to as the “Trigger Date), special meetings of the stockholders of the Corporation may be called at any time only by (i) holders stock representing in the aggregate a majority of the voting power of all then outstanding shares of capital stock of the Corporation generally entitled to vote in the election of directors, voting together as a single class, (ii) the Chairman of the Board of Directors, (iii) the President and Chief Executive Officer of the Corporation, or (iv) the Board of Directors pursuant to a resolution approved by the affirmative vote of at least a majority of the members of the Board of Directors, and no such special meeting may be called by any other person or persons; and (B) effective upon and commencing as of the Trigger Date, special meetings of the stockholders of the Corporation may be called at any time only by (i) the Chairman of the Board of Directors, (ii) the President and Chief Executive Officer of the Corporation, or (iii) the Board of Directors pursuant to a resolution approved by the affirmative vote of at least a majority of the members of the Board of Directors, and no such special meeting may be called by any other person or persons.  As used in these Bylaws, “Halliburton” shall mean Halliburton Company, a Delaware corporation, any successor thereto by means of reorganization, merger, consolidation, conveyance or transfer or any ultimate parent company thereof.

Section 4.    Notice of Meeting.   Written or printed notice of all meetings stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, by mail or by other lawful means, by or at the direction of the Chairman of the Board, if there is one, the Chief Executive Officer, if there is one, the President or the Corporate Secretary to each stockholder of record entitled to vote at such meetings.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his address as it appears on the share transfer records of the Corporation, with postage thereon prepaid.  To the fullest extent permitted by Section 233 of the DGCL, if the stockholder consents or is deemed to have consented, only one copy of such notice need be delivered to stockholders who share an address.  If sent by facsimile, such notice shall be deemed to be delivered when directed to a number at which the stockholder has consented to receive notice.  If sent by electronic mail, such notice shall be deemed to be delivered when directed to an electronic mail address at which the stockholder has consented to receive notice.

Any notice required to be given to any stockholder, under any provision of the DGCL, the Certificate of Incorporation of the Corporation or these Bylaws, need not be given to a stockholder if notice of two consecutive annual meetings and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between those annual meetings, if any, or all (but in no event less than two) payments (if sent by first class mail) of dividends or interest on securities during a 12-month period, have been mailed to that person, addressed at his address as shown on the share transfer records of the Corporation, and have been returned undeliverable.  Any action or meeting taken or held without notice to such person shall have the same force and effect as if the notice had been duly given.  If such a person delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to that person shall be reinstated.

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Section 5.    Voting List.   The officer or agent having charge of the share transfer records for shares of the Corporation shall prepare and make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting, or (ii) during ordinary business hours at the principal place of business of the Corporation.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting.  The stock ledger shall be prima facie evidence as to who are the stockholders entitled to examine such list or to vote at any meeting of stockholders.

Section 6.    Voting; Proxies.   Except as otherwise provided in the Certificate of Incorporation of the Corporation or as otherwise provided under the DGCL, each holder of shares of capital stock of the Corporation entitled to vote shall be entitled to one vote for each share standing in his name on the records of the Corporation, either in person or by proxy.  A proxy shall be revocable unless expressly provided therein to be irrevocable and the proxy is coupled with an interest sufficient in law to support an irrevocable power.  At each election of directors, every holder of shares of the Corporation entitled to vote shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected, and for whose election he has a right to vote, but in no event shall he be permitted to cumulate his votes for one or more directors.

Section 7.    Quorum and Vote of Stockholders.   Except as otherwise provided by law, the Certificate of Incorporation of the Corporation or these Bylaws, the holders of a majority in voting power of shares issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, but, if a quorum is not represented, the Chairman of the Meeting (as defined below) or a majority in voting power of the stockholders represented and entitled to vote thereon may adjourn the meeting from time to time.  Directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present.  With respect to each matter other than the election of directors as to which no other voting requirement is specified by law, the Certificate of Incorporation of the Corporation or in this Section 7, the affirmative vote of the holders of a majority in voting power of the shares entitled to vote on that matter and represented in person or by proxy at a meeting at which a quorum is present shall be the act of the stockholders.  With respect to a matter submitted to a vote of the stockholders as to which a stockholder approval requirement is applicable under the stockholder approval policy of the New York Stock Exchange, Rule 16b-3 under the Exchange Act or any provision of the Internal Revenue Code, in each case for which no higher voting requirement is required by law, the Certificate of Incorporation of the Corporation (including any certificate of designations relating to any series of preferred stock) or these Bylaws, the affirmative vote of the holders of a majority in voting power of the shares entitled to vote on, and voted for or against, that matter at a meeting at which a quorum is present shall be the act of the stockholders.  With respect to the approval of independent public accountants (if submitted for a vote of the stockholders), the affirmative vote of the holders of a majority in voting power of the shares entitled to vote on that matter and represented in person or by proxy at a meeting at which a quorum is present shall be the act of the stockholders.

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Section 8.    Presiding Officer and Conduct of Meetings.   The Chairman of the Board, if there is one, or in his absence, the Chief Executive Officer, if there is one, or in his absence, the President shall preside at all meetings of the stockholders or, if such officers are not present at a meeting, by such other person as the Board of Directors shall designate or if no such person is designated by the Board of Directors, the most senior officer of the Corporation present at the meeting.  The Corporate Secretary of the Corporation, if present, shall act as secretary of each meeting of stockholders; if he is not present at a meeting, then such person as may be designated by the presiding officer shall act as secretary of the meeting.  Subject to any rules or procedures adopted by the Board of Directors, the conduct of any meeting of stockholders and the determination of procedure and rules shall be within the absolute discretion of the officer presiding at such meeting (the “Chairman of the Meeting”), and there shall be no appeal from any ruling of the Chairman of the Meeting with respect to procedure or rules.  Accordingly, subject to any rules or procedures adopted by the Board of Directors, in any meeting of stockholders or part thereof, the Chairman of the Meeting shall have the sole power to determine appropriate rules or to dispense with theretofore prevailing rules.  Without limiting the foregoing, the following rules shall apply:

(a)           If disorder should arise which prevents continuation of the legitimate business of meeting, the Chairman of the Meeting may announce the adjournment of the meeting; and upon so doing, the meeting shall be immediately adjourned.
(b)           The Chairman of the Meeting may ask or require that anyone not a bona fide stockholder or proxy leave the meeting.
(c)           A resolution or motion proposed by a stockholder shall only be considered for vote of the stockholders if it meets the criteria of Article II, Section 9.  The Chairman of the Meeting may propose any resolution or motion for vote of the stockholders.
(d)           The order of business at all meetings of stockholders shall be determined by the Chairman of the Meeting.
(e)           The Chairman of the Meeting may impose any reasonable limits with respect to participation in the meeting by stockholders, including, but not limited to, limits on the amount of time taken up by the remarks or questions of any stockholder, limits on the number of questions per stockholder and limits as to the subject matter and timing of questions and remarks by stockholders.
(f)           Before any meeting of stockholders, the Corporation (i) shall appoint one or more persons other than nominees for office to act as inspectors of election at the meeting or its adjournment or postponement and (ii) may designate one or more alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of stockholders, the Chairman of the Meeting shall appoint one or more, up to a maximum of three, inspectors of election to act at the meeting of the stockholders.

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The duties of the inspectors shall be to:
(i)           determine the number of shares outstanding and the voting power of each such share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies and ballots;
(ii)           receive votes or ballots;
(iii)           hear and determine all challenges and questions in any way arising in connection with the vote and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors;
(iv)           count and tabulate all votes and ballots;
(v)           report and certify to the Board of Directors the results based on the information assembled by the inspectors; and
(vi)           do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.
(g)           Each inspector of election, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.
(h)           In determining the validity and counting of proxies and ballots, the inspectors of election shall be limited to an examination of the items specifically allowed by Section 231(d) of the DGCL.

Section 9.    Notice of Stockholder Business and Nominations.

(A)            Annual Meetings of Stockholders .  (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or any committee thereof or (c) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Section 9 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 9.

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(2)           For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 9, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business other than the nominations of persons for election to the Board of Directors must constitute a proper matter for stockholder action.  To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation).  For purposes of the first annual meeting of stockholders of the Corporation following the initial public offering of its capital stock, the first anniversary of the preceding year’s annual meeting shall be deemed to be May 1, 2007.  In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.  Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act, regardless of whether the stockholder is seeking to include the nominee in the Company’s proxy statement and (ii) such person’s written consent to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (iv) as to such stockholder and such beneficial owner, whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or such beneficial holder with respect to any share of stock of the Corporation and (v) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (y) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (z) otherwise to solicit proxies from stockholders in support of such proposal or nomination.  The foregoing notice requirements of this Section 9 providing for the timing of submitting stockholder proposals shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.  The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

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(3)           Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 9 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 9 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(B)            Special Meetings of Stockholders .  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.  Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 9 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 9.  In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 9 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.  In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C)            General .  (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 9 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 9.  Except as otherwise provided by law, the Certificate of Incorporation of the Corporation or these Bylaws, the Chairman of the Meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 9 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(c)(iv) of this Section 9) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 9, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted.  Notwithstanding the foregoing provisions of this Section 9, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.  For purposes of this Section 9, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

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(2)           For purposes of this Section 9, “ public announcement ” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed or furnished by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3)           Notwithstanding the foregoing provisions of this Section 9, which apply to all nominations or proposals made by a stockholder, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 9.  Nothing in this Section 9 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (b) of the holders of any series of Preferred Stock (as defined in the Certificate of Incorporation of the Corporation) to elect directors pursuant to any applicable provisions of the Certificate of Incorporation of the Corporation.

Section 10.    Action by Written Consent.   Effective upon and commencing on the Trigger Date, no action required to be taken or that may be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, and the power of the stockholders of the Corporation to consent in writing to the taking of any action by written consent without a meeting is specifically denied.

ARTICLE III

DIRECTORS
Section 1.    General.   The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  In addition to the authority and powers conferred on the Board of Directors by the DGCL or by the Certificate of Incorporation of the Corporation, the Board of Directors is authorized and empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, the Certificate of Incorporation of the Corporation and these Bylaws; provided , however , that no Bylaws hereafter adopted, or any amendments thereto, shall invalidate any prior act of the Board of Directors that would have been valid if such Bylaws or amendment had not been adopted.

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Section 2.    Classification of Board of Directors; Qualifications.   The number of directors which shall constitute the whole Board of Directors shall be fixed in the manner provided in the Certificate of Incorporation of the Corporation.  As provided in Article FIFTH of the Certificate of Incorporation of the Corporation, effective upon and commencing as of the Trigger Date, the directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be divided into three classes: Class I, Class II and Class III.  Upon the Trigger Date, the Board of Directors shall have the authority to designate the members of the Board of Directors then in office as Class I directors, Class II directors and Class III directors, respectively.

At each annual election on or after the Trigger Date, the directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall designate one or more directorships whose term then expires as directorships of another class in order more nearly to achieve equality of number of directors among the classes.

Notwithstanding the provision in Article FIFTH of the Certificate of Incorporation of the Corporation that, commencing as of the Trigger Date, the three classes of directors shall be as nearly equal in number of directors as possible, in the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he or she is a member until the expiration of his or her current term, or his or her prior death, resignation, disqualification or removal.  No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 3.    Newly Created Directorships and Vacancies.   Except as otherwise provided by a Board of Directors’ resolution providing for the establishment of any series of Preferred Stock, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, removal, disqualification or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until that director’s successor shall have been elected and qualified or until his earlier death, resignation or removal.

Section 4.    Place of Meetings and Meetings by Telephone.   Meetings of the Board of Directors may be held either within or without the State of Delaware, at whatever place is specified by the officer calling the meeting.  Meetings of the Board of Directors may also be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.  Participation in such a meeting by means of conference telephone or other communications equipment shall constitute presence in person at such meeting, except where a director participates in a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.  In the absence of specific designation by the officer calling the meeting, the meetings shall be held at the principal office of the Corporation.

Section 5.    Regular Meetings.   The Board of Directors shall meet each year immediately following the annual meeting of the stockholders for the transaction of such business as may properly be brought before the meeting.  The Board of Directors shall also meet regularly at such other times as shall be designated by the Board of Directors.  No notice of any kind to either existing or newly elected members of the Board of Directors for such annual or regular meetings shall be necessary.

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Section 6.    Special Meetings .  Special meetings of the Board of Directors may be held at any time upon the call of the Chairman of the Board, if there is one, the Chief Executive Officer, if there is one, the President or the Corporate Secretary of the Corporation or a majority of the directors then in office.  Notice shall be sent by mail, facsimile or telegram or other electronic transmission to the last known address of the director at least two (2) days before the meeting, or oral notice may be substituted for such written notice if received not later than the day preceding such meeting.  Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of notice.  Attendance of a director at such meeting shall also constitute a waiver of notice thereof, except where he attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.  Except as otherwise provided by these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 7.    Quorum and Voting.   Except as otherwise provided by law, a majority of the number of directors fixed in the manner provided in the Certificate of Incorporation of the Corporation shall constitute a quorum for the transaction of business.  Except as otherwise provided by law, the Certificate of Incorporation of the Corporation or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.  Any regular or special directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

Section 8.    Compensation.   Directors shall receive such compensation and reimbursement of expenses for their services as shall be determined by the Board of Directors.

Section 9.    Removal.   Effective upon and commencing as of the Trigger Date, no director of the Corporation may be removed from office as a director by vote or other action of the stockholders or otherwise except for cause, and then only by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation generally entitled to vote in the election of directors, voting together as a single class.

Notwithstanding the foregoing, whenever holders of outstanding shares of one or more series of Preferred Stock are entitled to elect members of the Board of Directors, any such director of the Corporation so elected may be removed in accordance with the provisions of the Certificate of Incorporation of the Corporation or that Board of Directors’ resolution.

Section 10.    Committees. The Board of Directors may designate one or more committees, which shall in each case be comprised of such number of directors as the Board of Directors may determine from time to time.  Subject to such restrictions as may be contained in the Corporation’s Certificate of Incorporation or that may be imposed by the DGCL, any such committee shall have and may exercise such powers and authority of the Board of Directors in the management of the business and affairs of the Corporation as the Board of Directors may determine by resolution and specify in the respective resolutions appointing them, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders of the Corporation, any action or matter expressly required by the DGCL to be submitted to the stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation.  Each duly authorized action taken with respect to a given matter by any such duly appointed committee of the Board of Directors shall have the same force and effect as the action of the full Board of Directors and shall constitute for all purposes the action of the full Board of Directors with respect to such matter.

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The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it.  A majority of the members of any such committee shall constitute a quorum.  The Board of Directors shall name a chairman at the time it designates members to a committee.  Each such committee shall appoint such subcommittees and assistants as it may deem necessary.  Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with the provisions of Sections 5 and 7 of this Article III as the same shall from time to time be amended.  Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of a member of a committee shall not of itself create contract rights.

Section 11.  Standing Committees.   The committees of the Board of Directors may include an audit committee, an executive compensation committee, a nominating and corporate governance committee and an executive committee and any other committees designated by the Board of Directors.

Section 12.  Board and Committee Action Without a Meeting.   Except as otherwise restricted by the Certificate of Incorporation of the Corporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, is given by all the members of the Board of Directors or such committee, as the case may be, and shall be filed with the Corporate Secretary of the Corporation.
 
ARTICLE IV

OFFICERS
Section 1.    Officers.   The officers of the Corporation shall consist of a President and a Corporate Secretary and such other officers and agents as the Board of Directors may from time to time elect or appoint.  The Board of Directors may delegate to the Chairman of the Board, if there is one, and/or the Chief Executive Officer, if there is one, the authority to appoint or remove additional officers and agents of the Corporation.  Each officer shall hold office until his successor shall have been duly elected or appointed and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.  Any two or more offices may be held by the same person.  Except for the Chairman of the Board, if any, no officer need be a director.

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Section 2.    Vacancies; Removal.   Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the Corporation, or otherwise, the officer so elected by the Board of Directors to fill such vacancy shall hold office until his successor is chosen and qualified.  The Board of Directors may at any time remove any officer of the Corporation, whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 3.    Powers and Duties of Officers.   The officers of the Corporation shall have such powers and duties as generally pertain to their offices as well as such powers and duties as from time to time shall be conferred by the Board of Directors.  The Corporate Secretary shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose.

ARTICLE V

INDEMNIFICATION
Section 1.    General.   The Corporation shall, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, indemnify and hold each Indemnitee (as this and all other capitalized words used in this Article V not previously defined in these Bylaws are defined in Article V, Section 16 (Definitions)) harmless from and against any and all losses, liabilities, claims, damages and Expenses whatsoever arising out of any event or occurrence related to the fact that Indemnitee is or was a director or officer of the Corporation or is or was serving in another Corporate Status.

Section 2.    Expenses.   If Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.  If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to any Matter in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf relating to such Matter.  The termination of any Matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such Matter.  To the extent that the Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 3.    Advances.   In the event of any threatened or pending action, suit or proceeding in which Indemnitee is a party or is involved and that may give rise to a right of indemnification under this Article V, following written request to the Corporation by Indemnitee, the  Corporation shall promptly pay to Indemnitee amounts to cover expenses reasonably incurred by Indemnitee in such proceeding in advance of its final disposition upon the receipt by the Corporation of (i) a written undertaking executed by or on behalf of Indemnitee providing that Indemnitee will repay the advance if it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as provided in these Bylaws and (ii) satisfactory evidence as to the amount of such expenses.

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Section 4.    Repayment of Advances or Other Expenses. Indemnitee agrees that Indemnitee shall reimburse the Corporation all expenses paid by the Corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding against Indemnitee in the event and only to the extent that it shall be determined pursuant to the provisions of this Article V, applicable law or by final judgment or other final adjudication under the provisions of any applicable law that Indemnitee is not entitled to be indemnified by the Corporation for such expenses.

Section 5.    Request for Indemnification.   To obtain indemnification, Indemnitee shall submit to the Corporate Secretary of the Corporation a written claim or request.  Such written claim or request shall contain sufficient information to reasonably inform the Corporation about the nature and extent of the indemnification or advance sought by Indemnitee.  The Corporate Secretary of the Corporation shall promptly advise the Board of Directors of such request.

Section 6.    Determination of Entitlement; No Change of Control.   If there has been no Change of Control at the time the request for indemnification is submitted, Indemnitee’s entitlement to indemnification shall be determined in accordance with Section 145(d) of the DGCL.  If entitlement to indemnification is to be determined by Independent Counsel, the Corporation shall furnish notice to Indemnitee within ten (10) days after receipt of the request for indemnification, specifying the identity and address of Independent Counsel.  The Indemnitee may, within fourteen (14) days after receipt of such written notice of selection, deliver to the Corporation a written objection to such selection.  Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis for such assertion.  If there is an objection to the selection of Independent Counsel, either the Corporation or Indemnitee may petition the Court for a determination that the objection is without a reasonable basis and/or for the appointment of Independent Counsel selected by the Court.

Section 7.    Determination of Entitlement; Change of Control.   If there has been a Change of Control at the time the request for indemnification is submitted, Indemnitee’s entitlement to indemnification shall be determined in a written opinion by Independent Counsel selected by Indemnitee.  Indemnitee shall give the Corporation written notice advising of the identity and address of the Independent Counsel so selected.  The Corporation may, within seven (7) days after receipt of such written notice of selection, deliver to the Indemnitee a written objection to such selection.  Indemnitee may, within five (5) days after the receipt of such objection from the Corporation, submit the name of another Independent Counsel and the Corporation may, within seven (7) days after receipt of such written notice of selection, deliver to the Indemnitee a written objection to such selection.  Any objections referred to in this Section 7 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and such objection shall set forth with particularity the factual basis for such assertion.  Indemnitee may petition the Court for a determination that the Corporation’s objection to the first and/or second selection of Independent Counsel is without a reasonable basis and/or for the appointment as Independent Counsel of a person selected by the Court.

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Section 8.    Procedures of Independent Counsel. If a Change of Control shall have occurred before the request for indemnification is sent by Indemnitee, Indemnitee shall be presumed (except as otherwise expressly provided in this Article V) to be entitled to indemnification upon submission of a request for indemnification in accordance with Article V, Section 5 (Request for Indemnification), and thereafter the Corporation shall have the burden of proof to overcome the presumption in reaching a determination contrary to the presumption.  The presumption shall be used by Independent Counsel as a basis for a determination of entitlement to indemnification unless the Corporation provides information sufficient to overcome such presumption by clear and convincing evidence or the investigation, review and analysis of Independent Counsel convinces him by clear and convincing evidence that the presumption should not apply.

Except in the event that the determination of entitlement to indemnification is to be made by Independent Counsel, if the person or persons empowered under Article V, Section 6 (Determination of Entitlement; No Change of Control) or Section 7 (Determination of Entitlement; Change of Control) to determine entitlement to indemnification shall not have made and furnished to Indemnitee in writing a determination within sixty (60) days after receipt by the Corporation of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification or such indemnification is prohibited by applicable law.  The termination of any Proceeding or of any Matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Article V) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Corporation, or with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.  A person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan of the Corporation shall be deemed to have acted in a manner not opposed to the best interests of the Corporation.

For purposes of any determination hereunder, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or Proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise.  The term “another enterprise” as used in this Section 8 shall mean any other company or any partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent.  The provisions of this paragraph shall not be deemed to be exclusive or to limit in any way the circumstances in which an Indemnitee may be deemed to have met the applicable standards of conduct for determining entitlement to rights under this Article V.

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Section 9.    Independent Counsel Expenses. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred acting pursuant to this Article V and in any proceeding to which it is a party or witness in respect of its investigation and written report and shall pay all reasonable fees and expenses incident to the procedures in which such Independent Counsel was selected or appointed.  No Independent Counsel may serve if a timely objection has been made to his selection until a court has determined that such objection is without a reasonable basis.

Section 10.    Adjudication.   In the event that (i) a determination is made pursuant to Article V, Section 6 (Determination of Entitlement; No Change of Control) or Section 7 (Determination of Entitlement; Change of Control) that Indemnitee is not entitled to indemnification under this Article V; (ii) advancement of Expenses is not timely made pursuant to Article V, Section 3 (Advances); (iii) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (a) within ninety (90) days after being appointed by the Court, (b) within ninety (90) days after objections to his selection have been overruled by the Court or (c) within ninety (90) days after the time for the Corporation or Indemnitee to object to his selection; or (iv) payment of indemnification is not made within five (5) days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Article V, Section 6 (Determination of Entitlement; No Change of Control), Section 7 (Determination of Entitlement; Change of Control) or Section 8 (Procedures of Independent Counsel), Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses.  In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.  If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 10, the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.  If a determination shall have been made or deemed to have been made that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 10, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law.

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 10 that the procedures and presumptions of this Article V are not valid, binding and enforceable and shall stipulate in any such proceeding that the Corporation is bound by all provisions of this Article V.  In the event that Indemnitee, pursuant to this Section 10, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Article V, Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein.  If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

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Section 11.    Participation by the Corporation.   With respect to any such claim, action, suit, proceeding or investigation as to which Indemnitee notifies the Corporation of the commencement thereof:  (a) the Corporation will be entitled to participate therein at its own expense; and (b) except as otherwise provided below, to the extent that it may wish, the Corporation (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee.  After receipt of notice from the Corporation to Indemnitee of the Corporation’s election so to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Article V for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below.  Indemnitee shall have the right to employ his own counsel in such action, suit, proceeding or investigation but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded that there is a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel employed by Indemnitee shall be subject to indemnification pursuant to the terms of this Article V.  The Corporation shall not be entitled to assume the defense of any action, suit, proceeding or investigation brought in the name of or on behalf of the Corporation or as to which Indemnitee shall have made the conclusion provided for in (ii) above.  The Corporation shall not be liable to indemnify Indemnitee under this Article V for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld.  The Corporation shall not settle any action or claim in any manner that would impose any limitation or unindemnified penalty on Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld.

Section 12.    Nonexclusivity of Rights.   The rights of indemnification and advancement of Expenses as provided by this Article V shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Certificate of Incorporation of the Corporation, these Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise.  No amendment, alteration or repeal of this Article V or any provision hereof shall be effective as to any Indemnitee for acts, events and circumstances that occurred, in whole or in part, before such amendment, alteration or repeal.  The provisions of this Article V shall continue as to an Indemnitee whose Corporate Status has ceased for any reason and shall inure to the benefit of his heirs, executors and administrators.  Neither the provisions of this Article V nor those of any agreement to which the Corporation is a party shall be deemed to preclude the indemnification of any person who is not specified in this Article V as having the right to receive indemnification or is not a party to any such agreement, but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL.

Section 13.    Insurance and Subrogation.   The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under applicable law.

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The Corporation shall not be liable under this Article V to make any payment of amounts otherwise indemnifiable hereunder if, but only to the extent that, Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

In the event of any payment hereunder, the Corporation shall be subrogated to the extent of such payment to all the rights of recovery of Indemnitee, who shall execute all papers required and take all action reasonably requested by the Corporation to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights.

Section 14.    Severability .  If any provision or provisions of this Article V shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby; and, to the fullest extent possible, the provisions of this Article V shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 15.    Certain Actions for Which Indemnification Is Not Provided.   Notwithstanding any other provision of this Article V, no person shall be entitled to indemnification or advancement of Expenses under this Article V with respect to any Proceeding, or any Matter therein, brought or made by such person against the Corporation.

Section 16.    Definitions.

For purposes of this Article V:

“ Change of Control ” means a change in control of the Corporation after both the Trigger Date and the date Indemnitee acquired his Corporate Status, which shall be deemed to have occurred in any one of the following circumstances occurring after such date: (i) there shall have occurred an event required to be reported with respect to the Corporation in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Corporation is then subject to such reporting requirement; (ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) shall have become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 35% or more of the combined voting power of the Corporation’s then outstanding voting securities without prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; (iii) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (including, for this purpose, any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors; provided , however , that notwithstanding the foregoing, the distribution of the shares of the Corporation’s common stock in one or multiple transactions by Halliburton to its stockholders shall not be a Change of Control.

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“ Corporate Status ” describes the status of Indemnitee as a director, officer, employee, agent or fiduciary of the Corporation or of any other corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the request of the Corporation.

“ Court ” means the Court of Chancery of the State of Delaware or any other court of competent jurisdiction.

“ Designated Professional Capacity ” shall include, but not be limited to, a physician, nurse, psychologist or therapist, registered surveyor, registered engineer, registered architect, attorney, certified public accountant or other person who renders such professional services within the course and scope of his employment, who is licensed by appropriate regulatory authorities to practice such profession and who, while acting in the course of such employment, committed or is alleged to have committed any negligent acts, errors or omissions in rendering such professional services at the request of the Corporation or pursuant to his employment (including, without limitation, rendering written or oral opinions to third parties).

“ Expenses ” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

“ Indemnitee ” means any present or former officer (including an officer acting in his Designated Professional Capacity) or director of the Corporation who is, or is threatened to be made, a witness in or a party to any Proceeding as described in Article V, Section 1 (General) or Section 2 (Expenses) by reason of his Corporate Status.

“ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the five years previous to his selection or appointment has been, retained to represent:  (i) the Corporation or Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

“ Matter ” is a claim, a material issue or a substantial request for relief.

“ Proceeding ” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Article V, Section 10 (Adjudication) to enforce his rights under this Article V.

Section 17.    Notices. Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if he anticipates or contemplates making a claim for expenses or an advance pursuant to the terms of this Article V, notify the Corporation of the commencement of such action, suit or proceeding; provided , however , that any delay in so notifying the Corporation shall not constitute a waiver or release by Indemnitee of rights hereunder and that any omission by Indemnitee to so notify the Corporation shall not relieve the Corporation from any liability that it may have to Indemnitee otherwise than under this Article V.  Any communication required or permitted to the Corporation shall be addressed to the Corporate Secretary of the Corporation and any such communication to Indemnitee shall be addressed to Indemnitee’s address as shown on the Corporation’s records unless he specifies otherwise and shall be personally delivered or delivered by overnight mail delivery.  Any such notice shall be effective upon receipt.

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Section 18.    Contractual Rights.   The right to be indemnified or to the advancement or reimbursement of Expenses (i) is a contract right based upon good and valuable consideration, pursuant to which Indemnitee may sue as if these provisions were set forth in a separate written contract between Indemnitee and the Corporation, (ii) is and is intended to be retroactive and shall be available as to events occurring prior to the adoption of these provisions and (iii) shall continue after any rescission or restrictive modification of such provisions as to events occurring prior thereto.

Section 19.    Indemnification of Employees, Agents and Fiduciaries.   The Corporation, by adoption of a resolution of the Board of Directors, may indemnify and advance expenses to a person who is an employee (including an employee acting in his Designated Professional Capacity), agent or fiduciary of the Corporation including any such person who is or was serving at the request of the Corporation as a director, officer, employee, agent or fiduciary of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise to the same extent and subject to the same conditions (or to such lesser extent and/or with such other conditions as the Board of Directors may determine) under which it may indemnify and advance expenses to an Indemnitee under this Article V.

ARTICLE VI

MISCELLANEOUS PROVISIONS
Section 1.    Offices.   The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, 19801, and the name of the registered agent of the Corporation at such address is The Corporation Trust Company.  The principal office of the Corporation shall be located in Houston, Texas, unless and until changed by resolution of the Board of Directors.  The Corporation may also have offices at such other places as the Board of Directors may designate from time to time, or as the business of the Corporation may require.  The principal office and registered office may be, but need not be, the same.

Section 2.    Resignations. Any director or officer may resign at any time.  Such resignations shall be made in writing or by electronic transmission and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the Chairman of the Board, if there is one, the Chief Executive Officer, if there is one, the President or the Corporate Secretary.  The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 3.    Seal. The Corporate Seal shall be circular in form, shall have inscribed thereon the name of the Corporation and may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

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Section 4.    Separability.   If one or more of the provisions of these Bylaws shall be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof and these Bylaws shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

Section 5.    Notice to Stockholders by Electronic Transmission. Without limiting the manner by which notice may be given effectively to stockholders, any notice required to be given to stockholders by the provisions of these Bylaws may be given by electronic transmission to an electronic address at which the stockholder has consented to receive notice, to the fullest extent allowed under Section 232 of the DGCL.

ARTICLE VII

AMENDMENT OF BYLAWS
Section 1.    Vote Requirements.   The Board of Directors is expressly empowered to adopt, amend or repeal these Bylaws, and any adoption, amendment or repeal of these Bylaws by the Board of Directors shall require the affirmative vote of a majority of all directors then in office at any regular or special meeting of the Board of Directors called for that purpose.

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Exhibit 10.1

KBR, INC. 2009 EMPLOYEE STOCK PURCHASE PLAN

1.             PLAN.   The purpose of the   KBR, INC. 200 9 EMPLOYEE STOCK PURCHASE PLAN (the “ Plan” ) is to furnish to eligible employees an incentive to advance the best interests of   KBR, INC. (the “ Co mpany” ) by providing a method whereby they voluntarily may purchase stock of the Company at a favorable price and upon favorable terms.  The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the U.S. Internal Revenue Code of 1986, as amended (the “ Code” ), although the Company makes no undertaking nor representation to maintain such qualification.  The provisions of the Plan shall be construed in a manner consistent with the requirements of that section of the Code.

2.              ADMINISTRATION OF THE PLAN.   The Plan shall be administered by the Compensation Committee (the “ Committee” ) of the Board of Directors of the Company (the “ Board” ).  Subject to the provisions of the Plan, the Committee shall interpret the Plan and all options granted under the Plan, shall make such rules as it deems necessary for the proper administration of the Plan, shall make all other determinations necessary or advisable for the administration of the Plan, and shall correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option granted under the Plan in the manner and to the extent that the Committee deems desirable to carry the Plan or any option into effect.  The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures.  Without limiting the generality of the foregoing, the Committee specifically is authorized to adopt rules or procedures regarding the handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures, participation limits and handling of stock certificates which vary with local requirements.  Any action taken or determination made by the Committee pursuant to this and the other paragraphs of the Plan shall be conclusive on all parties.  The act or determination of a majority of the Committee shall be deemed to be the act or determination of the Committee.  The Committee shall not be liable for any decision, determination, or action taken in good faith in connection with the administration of the Plan.  The Committee shall have the authority to delegate administration of the Plan to such officers and employees of the Company as the Committee deems appropriate, and such persons shall not be liable for any decision, determination, or action taken in good faith in connection with such delegated administration.

3.              ELIGIBILITY.   All employees of the Company and those of any present or future subsidiary corporations of the Company designated by the Company shall be eligible to participate in the Plan; provided, however, no option shall be granted to an employee if such employee, immediately after the option is granted, owns stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of its parent or subsidiary corporation (within the meaning of Sections 423(b)(3) and 424(d) of the Code). Notwithstanding the foregoing, the Committee may at any time and from time to time, in its sole discretion, designate a subsidiary corporation of the Company as an entity whose employees shall not be eligible to participate in the Plan.

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4.              STOCK SUBJECT TO THE PLAN.   Subject to the provisions of paragraph 11 (relating to adjustment upon changes in stock), the aggregate number of shares which may be sold pursuant to options granted under the Plan shall not exceed 5,000,000 shares of the authorized $.001 par value common stock of the Company ( “ Stock” ), which shares may be unissued shares or reacquired shares or shares bought on the market for purposes of the Plan.  Should any option granted under the Plan expire or terminate prior to its exercise in full, the shares theretofore subject to such option may again be subject to an option granted under the Plan.  Any shares which are not subject to outstanding options upon the termination of the Plan shall cease to be subject to the Plan.

5.             GRANT OF OPTIONS.

(a)       G ENERAL STATEMENT ; “ DATE OF GRANT ;” “ OPTION PERIOD ;” “ DATE OF EXERCISE.”   Following the effective date of the Plan and continuing while the Plan remains in force, the Company will offer options under the Plan to all eligible employees to purchase shares of Stock.  These options shall be granted twice each year on a date to be determined by the Committee (each of which dates is hereinafter referred to as a “ Date of Grant” ).  The term of each option is 6 months (each of which 6 month periods is hereinafter referred to as an   “ Option Period” ), which shall begin on a Date of Grant (the last day of each Option Period is hereinafter referred to as a   “ Date of Exercise” ).  Subject to subparagraph 5(e), the number of shares of Stock subject to an option for a participant shall be equal to the quotient of (i) the aggregate payroll deductions (or, if payroll deductions are not permitted under local law, other means of contributions specified by the Committee) withheld on behalf of such participant in accordance with subparagraph 5(b) (including any participant contributions made in accordance with subparagraph 5(f)) during the Option Period, divided by (ii) the “Option Price” (defined below) of the Stock applicable to the Option Period; provided however, that the maximum number of shares of Stock that may be subject to any option offered under such Option Period for a participant may not exceed 10,000 (subject to adjustment in the same manner as provided in paragraph 11 with respect to the number of shares subject to the Plan and the number and Option Price of shares subject to options outstanding under the Plan). Notwithstanding the foregoing, if, as of any date that the Plan is in effect, there are not sufficient shares of Stock available under the Plan to allow for the grant to each participant of an option covering the number of shares determined in accordance with the preceding sentence, each participant shall be granted an option under the Plan for his or her pro-rata share of the total number of shares of Stock then available under the Plan.

(b)       ELECTION TO PARTICIPATE ; PAYROLL DEDUCTION AUTHORIZATION.   Except as provided in subparagraph 5(f), an eligible employee may participate in the Plan only by means of payroll deduction, unless payroll deductions are not permitted under local laws, in which case an eligible employee may contribute by such other means as specified by the Committee.  Each eligible employee who elects to participate in the Plan shall deliver to the Company a payroll deduction or contribution authorization form within the time period and in a manner prescribed by the Committee (which may be in electronic or telephonic form) whereby he gives notice of his election to participate in the Plan as of the next following Date of Grant, and whereby he designates an integral whole percentage of his “Eligible Compensation” (as defined in subparagraph 5(d)) to be deducted from his compensation on each pay day and paid into the Plan for his account. The designated percentage may not be less than 1%, may not result in the payment into the Plan of less than $5.00 each pay day, and may not exceed either of the following: (i) 10% of the amount of Eligible Compensation from which the deduction is made; or (ii) an amount which will result in noncompliance with the $25,000 limitation stated in subparagraph 5(e).

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(c)       CHANGES IN PAYROLL AUTHORIZATION.  All payroll deductions or contributions made for a participant shall be credited to his account under the Plan.  A participant may discontinue his participation in the Plan as provided in paragraph 7 hereof, or may decrease the rate of his payroll deductions or contributions during the Option Period by completing or filing with the Company, at a time and in a manner prescribed by the Committee, a new payroll deduction or contribution authorization form authorizing a decrease in his payroll or contribution rate.  The Committee may, in its discretion, limit the number of payroll or contribution rate decreases during any Option Period.  The decrease in rate shall be effective as soon as administratively practicable after the Company’s receipt of the new payroll deduction or contribution authorization form.  A participant’s payroll deduction or contribution authorization form shall remain in effect for successive Option Periods unless terminated as provided in paragraph 7 hereof.

(d)       “ ELIGIBLE COMPENSATION” DEFINED.   The term “ Eligible Compensation” means regular rate of pay on the Date of Grant.  “Eligible Compensation” does not include short or long-term incentive plan payments, bonuses, overtime, or other special payments, fees, or allowances, except for special payments required by local law and treated as an integral, recurring part of compensation. The Committee shall have the discretion to determine what constitutes Eligible Compensation for participants outside the United States in a manner designed to be consistent with the foregoing definition.

(e)       $25,000 LIMITATION.   No employee shall be granted an option under the Plan to the extent the grant of an option under the Plan would permit his rights to purchase Stock under the Plan and under all other employee stock purchase plans of the Company and its parent and subsidiary corporations to accrue at a rate which exceeds $25,000 of fair market value of Stock (determined at the time the option is granted) for each calendar year in which any such option granted to such employee is outstanding at any time (within the meaning of Section 423(b)(8) of the Code). Any payroll deductions or contributions (or participant contributions made under subparagraph 5(f)) in excess of the amount specified in the foregoing sentence shall be returned to the participant as soon as administratively feasible after the next following Date of Exercise.

(f)         LEAVES OF ABSENCE.   During a paid leave of absence approved by the Company and meeting the requirements of U.S. Treasury Regulation Section 1.421-1(h)(2), a participant’s elected payroll deductions shall continue.  If a participant takes an unpaid leave of absence that is approved by the Company and meets the requirements of Treasury Regulation Section 1.421-1(h)(2), then such participant may contribute amounts to the Plan in lieu of his elected payroll deductions or contributions in accordance with procedures established by the Committee; provided, however, that a participant’s contributions while on such an unpaid leave of absence may not exceed  the total amount of payroll deductions that would have been made had such participant not taken such an unpaid leave of absence. If a participant takes a leave of absence that is not described in the preceding sentences of this subparagraph 5(f), then he shall be considered to have terminated his employment for purposes of the Plan, unless otherwise required under local laws.  Further, notwithstanding the preceding provisions of this subparagraph 5(f), if a participant takes a leave of absence that is described in the first or second sentence of this subparagraph 5(f) and such leave of absence exceeds the Maximum Period, then he shall be considered to have terminated his employment for purposes of the Plan on the day immediately following the last day of the Maximum Period.  For purposes of the preceding sentence, the term   “ Maximum Period” shall mean, with respect to a participant, the three-month period beginning on the first day of the participant’s leave of absence; provided, however, that if the participant’s right to reemployment by the Company (or a parent or subsidiary corporation of the Company) is guaranteed either by statute or contract, then such three-month period shall be extended until the last day upon which such reemployment rights are so guaranteed.

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(g)       CONTINUING ELECTION.   Subject to the limitation set forth in subparagraph 5(e), a participant (i) who has elected to participate in the Plan pursuant to subparagraph 5(b) as of a Date of Grant and (ii) who takes no action to change or revoke such election as of the next following Date of Grant and/or as of any subsequent Date of Grant prior to any such respective Date of Grant shall be deemed to have made the same election, including the same attendant payroll deduction or contribution authorization (or participant contribution agreement under subparagraph 5(f) if applicable), for such next following and/or subsequent Date(s) of Grant as was in effect immediately prior to such respective Date of Grant. If a participant’s payroll deductions or contributions, as applicable, are limited by subparagraph 5(e) for the Option Period beginning in any calendar year, then, subject to the limitation set forth in subparagraph 5(e), such payroll deductions or contributions shall recommence at the rate provided in such participant’s payroll deduction or contribution authorization or contribution agreement, as applicable, for the next Option Period unless the participant decreases the amount of his payroll deduction or contribution authorization or contribution agreement pursuant to paragraph 5, withdraws from the Plan as provided in paragraph 7, or is terminated from participation in the Plan as provided in paragraph 8.

(h)        TAX WITHHOLDING .  At the time an option under the Plan is exercised, in whole or in part, or at the time some or all of the Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, that arise upon the exercise of the option or the disposition of the Stock.  At any time, the Company may withhold from the participant’s compensation the amount necessary for the Company to meet applicable withholding obligations, including without limitation any withholding required to make available to the Company any tax deductions or benefits attributable to the sale or disposition of Stock purchased by the participant under the Plan.

(i)        FRACTIONAL S TOCK .  The Company shall issue or transfer fractional Stock under the Plan.  In the event that the amount of salary reduction contributions of any participant is not exactly equal to the purchase price for a whole number of shares of Stock, then any excess amount shall be used to purchase fractional Stock.

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6.             EXERCISE OF OPTIONS.

(a)        GENERAL STATEMENT.   Subject to the limitation set forth in subparagraph 5(e), each participant in the Plan automatically and without any act on his part will be deemed to have exercised his option on each Date of Exercise.  Notwithstanding any provision of the Plan to the contrary, prior to the commencement of any Option Period, the Committee in its discretion may establish a minimum exercise price for such Option Period to the effect that if the Option Price for such Option Period is less than such minimum exercise price, then each participant shall be deemed to have withdrawn from the Plan pursuant to paragraph 7 immediately prior to the Date of Exercise of such offering period; provided, however, that a participant’s payroll deduction or contribution authorization (or participant contribution agreement under subparagraph 5(f), if applicable) shall not be terminated with respect to the Date of Grant of any subsequent Option Period by reason of any such deemed withdrawal. Any such minimum exercise price shall be subject to adjustment in the  same manner as provided in paragraph 11 with respect to the number of shares subject to the Plan and the number and Option Price of shares subject to options outstanding under the Plan.

(b)        “ OPTION PRICE” DEFINED.   The “ Option Price” per share of Stock to be paid by each optionee on each exercise of his option shall be a sum equal to 95% of the fair market value of the Stock on the Date of Exercise.  The fair market value of the Stock on the Date of Exercise shall be the per share closing price of such Stock reported on the New York Stock Exchange composite tape for such date (or if such exchange is closed on that date, the first immediately preceding trading date).  If the Stock is traded over the counter at the time a determination of its fair market value is required to be made hereunder, its fair market value shall be deemed to be equal to the closing price of Stock on the most recent date on which Stock was publicly traded.  In the event Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate.

(c)        DELIVERY OF SHARES.   Except as provided below, the Company shall deliver to each participant a certificate issued in his name for the number of shares of Stock with respect to which such participant’s option was exercised and for which such participant has paid the Option Price.  The certificate shall be delivered as soon as practicable following the Date of Exercise.

In lieu of delivering share certificates directly to participants, the Company in its discretion may take such steps as it deems necessary or advisable (including, without limitation, the execution of service agreements and contracts) to effect the delivery of shares to a broker-dealer or similar custodian designated by the Company (the “ Plan Broker” ) on such terms and conditions as the Company determines in its discretion.  In such event, as soon as practicable following the Date of Exercise, the Company, on behalf of each participant, shall deliver to the Plan Broker a certificate for (or shall otherwise cause to be credited with the Plan Broker) the number of shares of Stock with respect to which such participant’s option was exercised and for which such participant has paid the Option Price.  The Plan Broker shall keep accurate records of the beneficial interests of each participant in such shares by means of the establishment and maintenance of an account for each participant.  Fees and expenses of the Plan Broker shall be paid by the Company and/or allocated among the respective participants in such manner as the Company determines in its discretion.  During any period that the Plan Broker arrangement described above is utilized in connection with the Plan, participants shall be required, at such time or times as may be designated by the Company, to enter into such agreements and authorizations (the terms of which may include, without limitation, restrictions on the transfer of shares from participants’ Plan Broker accounts) with the Plan Broker and the Company as the Company may prescribe.

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In the event the Company is required to obtain from any commission or agency authority to issue any shares as provided above, the Company will seek to obtain such authority.  Inability of the Company to obtain from any such commission or agency authority which counsel for the Company deems necessary for the lawful issuance of any such shares shall relieve the Company from liability to any participant in the Plan except to return to him the amount of the balance in his account.

7.             WITHDRAWAL FROM THE PLAN.

(a)        WITHDRAWAL .   Any participant may withdraw in whole from the Plan at any time prior to 45 days before the Date of Exercise relating to a particular Option Period.  Partial withdrawals shall not be permitted.  A participant who wishes to withdraw from the Plan must deliver to the Company a notice of withdrawal in a form prepared by the Company (which may be in electronic or telephonic form).  The Company, promptly following the time when the notice of withdrawal is delivered, will refund to the participant the amount of the balance in his account under the Plan; and thereupon, automatically and without any further act on his part, his payroll deduction or contribution authorization or participant contribution agreement (as applicable), his interest in the Plan, and his option under the Plan shall terminate.

( b )         ELIGIBILITY FOLLOWING WITHDRAWAL.   A participant who withdraws from the Plan shall be eligible to participate again in the Plan upon expiration of the Option Period during which he withdrew (provided that he is otherwise eligible to participate in the Plan at such time).

8.             TERMINATION OF EMPLOYMENT.

(a)        TERMINATION OF E MPLOYMENT OTHER THAN BY RETIREMENT, DEATH OR DISABILITY.   If the employment of a participant terminates prior to the Date of Exercise relating to a particular Option Period, other than by retirement, death, or disability as provided in subparagraph 8(b) below, his participation in the Plan automatically and without any act on his part shall terminate as of the date of the termination of his employment; provided, however, that if the Date of Exercise for the Option Period during which such termination of employment occurs is not a Business Day and the participant’s employment terminates on the last Business Day of the Option Period, then such participant will be considered to have terminated employment, for purposes of this subparagraph 8(a), on the Date of Exercise. For purposes of the preceding sentence, the term “ Business Day” shall mean any day except a Saturday, Sunday or other day on which national banking associations in the State of New York are generally closed for the conduct of commercial banking business.  Following the participant’s termination of employment as described above, the Company promptly will refund to him the amount of the balance in his account under the Plan, and thereupon his interest in the Plan and in any option under the Plan shall terminate.  For purposes of this paragraph, an employee will not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or any of its subsidiaries in the case of transfer between or amongst the Company and any subsidiary that remains a subsidiary of the Company which is participating in the Plan.

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(b)       TERMINATION OF EMPLOYMENT BY RETIREMENT, DEATH OR DISABILITY.   If the employment of a participant terminates by reason of such participant’s retirement (which shall mean a termination of employment for any reason other than cause (as defined below) after such participant has attained age 55) or due to such participant’s death or permanent and total disability (within the meaning of Section 22(e)(3) of the Code), then such participant, or such participant’s personal representative in the event of the participant’s death, and to the extent permitted by local law, shall have the right to elect either to:

(1) withdraw the amount of the balance in the participant’s account under the Plan at the date of such participant’s termination of employment; or

(2) exercise such participant’s option for the purchase of Stock on the last day of the Option Period during which termination of employment occurs for the purchase of the number of full shares of Stock which the amount of the balance in the participant’s account under the Plan at the date of such participant’s termination of employment will purchase at the applicable Option Price (subject to subparagraph 5(e)), with any balance remaining in the participant’s account under the Plan to be returned to such participant or such personal representative.

The participant or, if applicable, such personal representative, must make such election by giving notice to the Company at such time and in such manner as the Committee prescribes.  In the event that no such notice of election is timely received by the Company, the participant or personal representative will automatically be deemed to have elected as set forth in clause (1) above, and the balance in such participant’s account under the Plan shall be promptly distributed to the participant or such personal representative.  For purposes of this subparagraph 8(b),   “ cause”  shall mean a termination of a participant’s employment because he is discharged for (A) fraud, theft, or embezzlement committed against the Company or a subsidiary, affiliated entity, or customer of the Company, (B) such participant’s willful misconduct in performance of the duties of his employment, or (C) such participant’s final conviction of a felony.

9.              RESTRICTION UPON ASSIGNMENT.   An option granted under the Plan shall not be transferable otherwise than by will or the laws of descent and distribution.  Each option shall be exercisable, during his lifetime, only by the employee to whom granted.  The Company will not recognize and shall be under no duty to recognize any assignment or purported assignment by an employee of his option or of any rights under his option or under the Plan.

7

10.             RIGHTS OF STOCKHOLDER.   With respect to shares of Stock subject to an option, an optionee shall not be deemed to be a stockholder, and he shall not have any of the rights or privileges of a stockholder.  An optionee shall have the rights and privileges of a stockholder when, but not until, shares have been issued to him or on his behalf, as applicable, following exercise of his option.

11.            CHANGES IN STOCK; ADJUSTMENT.   Whenever any change is made in the Stock, by reason of a stock dividend or by reason of subdivision, stock split, reverse stock split, recapitalization, reorganization, combination, reclassification of shares or other similar change, appropriate action will be taken by the Board to adjust accordingly the number of shares subject to the Plan, the maximum number of shares that may be subject to any option, the number and Option Price of shares subject to options outstanding under the Plan, and the minimum Option Price, if any, established pursuant to subparagraph 6(a) with respect to outstanding options.

If the Company shall not be the surviving corporation in any merger or consolidation (or survives only as a subsidiary of another entity, or if the Company is to be dissolved or liquidated, then unless a surviving corporation assumes or substitutes new options (within the meaning of Section 424(a) of the Code) for all options then outstanding, (i) the Date of Exercise for all options then outstanding shall be accelerated to dates fixed by the Board prior to the effective date of such merger or consolidation or such dissolution or liquidation, (ii) an employee (or his legal representative) may make a lump-sum deposit prior to the Date of Exercise in lieu of the remaining payroll deductions (or remaining participant contributions under subparagraph 5(f)) which otherwise would have been made, and (iii) upon such effective date any unexercised options shall expire.

12.           USE OF FUNDS ; NO INTEREST PAID.   All funds received or held by the Company under the Plan will be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose, except as may be required by applicable local law.  No interest will be paid to any participant or credited to his account under the Plan, except as may be required by applicable local law.

13.            TERM OF THE PLAN.   The Plan shall be effective on January 1, 2009, or upon the date of its adoption by the Board, if later, provided the Plan is approved by the stockholders of the Company within twelve months before or after the date the Plan is adopted.  Notwithstanding any provision in the Plan, no option granted under the Plan shall be exercisable prior to such stockholder approval, and, if the stockholders of the Company do not approve the Plan by the Date of Exercise of the first option granted hereunder, then the Plan shall automatically terminate, no options may be exercised hereunder, and the Company promptly shall refund to each participant the amount of the balance in the participant’s account under the Plan; and thereupon, automatically and without any further act on his part, his payroll deduction authorization (and participant contribution agreement, if applicable) and his interest in unexercised options under the Plan shall terminate. Except with respect to options then outstanding, if not sooner terminated under the provisions of paragraph 14, the Plan shall terminate upon and no further options shall be granted after February 27, 2018.

8

14.           AMENDMENT OR TERMINATION OF THE PLAN.   The Board in its discretion may terminate the Plan at any time with respect to any shares for which options have not theretofore been granted.  The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided, that no change in any option theretofore granted may be made which would impair the rights of the optionee without the consent of such optionee; and provided, further, that the Board may not make any alteration or amendment which would increase the aggregate number of shares which may be issued pursuant to the provisions of the Plan (other than as a result of the antidilution provisions of the Plan) or change the class of individuals eligible to receive options under the Plan, without the approval of the stockholders of the Company.

15.           SECURITIES LAWS.   The Company shall not be obligated to issue any Stock pursuant to any option granted under the Plan at any time when the offer, issuance, or sale of shares covered by such option has not been registered under the U.S. Securities Act of 1933, as amended, or does not comply with such other state, federal, or foreign laws, rules, or regulations or the requirements of any stock exchange upon which the Stock may then be listed, as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the requirements of such laws, rules, regulations, or requirements available for the offer, issuance, and sale of such shares.

Further, all Stock acquired pursuant to the Plan shall be subject to the Company’s policies concerning compliance with securities laws and regulations, as such policies may be amended from time to time.  The terms and conditions of options granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act” ), shall comply with any applicable provisions of Rule 16b-3.  As to such persons, the Plan shall be deemed to contain, and such options shall contain, and the shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required from time to time by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

16.           NO RESTRICTION ON CORPORATE ACTION.   Nothing contained in the Plan shall be construed to prevent the Company or any subsidiary from taking any corporate action which is deemed by the Company or such subsidiary to be appropriate or in its best interest whether or not such action would have an adverse effect on the Plan or any award made under the Plan.  No employee, beneficiary or other person shall have any claim against the Company or any subsidiary as a result of any such action.

17.          MISCELLANEOUS PROVISIONS.

(a)       PARENT AND SUBSIDIARY CORPORATIONS.   For all purposes of the Plan, a corporation shall be considered to be a parent or subsidiary corporation of the Company only if such corporation is a parent or subsidiary corporation of the Company within the meaning of Sections 424(e) and (f) of the Code.

(b)       NUMBER AND GENDER.   Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular.  The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

9

(c)        HEADINGS.   The headings and subheadings in the Plan are included solely for convenience, and if there is any conflict between such headings or subheadings and the text of the Plan, the text shall control.

(d)        NOT A CONTRACT OF EMPLOYMENT; NO ACQUIRED RIGHTS.   The adoption and maintenance of the Plan shall not be deemed to be a contract between the Company and any person or to be consideration for the employment of any person.  Participation in the Plan at any given time shall not be deemed to create the right to participate in the Plan, or any other arrangement permitting an employee of the Company to purchase Stock at a discount, in the future.  The rights and obligations under any participant’s terms of employment with the Company shall not be affected by participation in the Plan.  Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Company or to restrict the right of the Company to discharge any person at any time, nor shall the Plan be deemed to give the Company the right to require any person to remain in the employ of the Company or to restrict any person’s right to terminate his employment at any time.  The Plan shall not afford any participant any additional right to compensation as a result of the termination of such participant’s employment for any reason whatsoever.

(e)       COMPLIANCE WITH APPLICABLE LAWS.   The Company’s obligation to offer, issue, sell, or deliver Stock under the Plan is at all times subject to all approvals of and compliance with any governmental authorities (whether domestic or foreign) required in connection with the authorization, offer, issuance, sale, or delivery of Stock as well as all federal, state, local, and foreign laws.  Without limiting the scope of the preceding sentence, and notwithstanding any other provision in the Plan, the Company shall not be obligated to grant options or to offer, issue, sell, or deliver Stock under the Plan to or behalf of any employee who is a citizen or resident of a jurisdiction the laws of which, for reasons of its public policy, prohibit the Company from taking any such action with respect to such employee.

(f)        SEVERABILITY.   If any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein.

(g)       ELECTRONIC AND/OR TELEPHONIC DOCUMENTATION AND SUBMISSION.   Any of the payroll deduction authorizations, enrollment documents, and any other forms and designations referenced in the Plan and their submission may be electronic and/or telephonic, as directed by the Committee.

(h)       GOVERNING LAW.   All provisions of the Plan shall be construed in accordance with the laws of Texas except to the extent preempted by federal law.

(i)        PERSONAL REPRESENTATIVE.  For purposes of paragraph 8 of the Plan, a participant’s personal representative shall be the executor or administrator of the participant’s estate or equivalent individual having the authority under local law to act on behalf of the deceased participant with respect to the actions regarding the participant’s Plan participation set forth in paragraph 8.

  10

Exhibit 10.2

AMENDMENT NO.  4 TO THE
FIVE YEAR REVOLVING CREDIT AGREEMENT

Dated as of May 7, 2008

AMENDMENT NO.  4 TO THE FIVE YEAR REVOLVING CREDIT AGREEMENT (this “ Fourth Amendment ”),   among KBR HOLDINGS, LLC, a Delaware limited liability company (the “ Borrower ”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “ Banks ”), and Citibank, N.A., as paying agent (the “ Agent ”) for the Banks.

PRELIMINARY STATEMENTS
 
(1)   The Borrower, the Banks and the Agent have entered into a Five Year Revolving Credit Agreement, dated as of December 16, 2005 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “ Credit Agreement ”).  Capitalized terms not otherwise defined in this Fourth Amendment have the same meanings as specified in the Credit Agreement.
 
(2)   The Borrower and the Required Banks have agreed to amend the Credit Agreement as hereinafter set forth.
 
SECTION 1.   Amendments to Credit Agreement.   The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended by replacing the amount “$50,000,000” in Section 2.19 (a) thereof with the amount “$25,000,000” .

SECTION 2.   Conditions of Effectiveness .  This Fourth Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Fourth Amendment executed by the Borrower and the Required Banks or, as to any of the Banks, advice satisfactory to the Agent that such Bank has executed this Fourth Amendment and the consent attached hereto executed by each Relevant Party (other than the Borrower).  This Fourth Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.
 
SECTION 3.   Representations and Warranties of the Borrower.   The Borrower represents and warrants as follows:
 
(a)           the representations and warranties contained in each Loan Document are correct on and as of the date hereof (except (i) those representations and warranties contained in (A) Section 4.01(i) of the Credit Agreement to the extent such matters are subject to, and covered by, (x) the Indemnity Agreement and (y) the Disclosed Litigation, and (B) Section 4.01(f) of the Credit Agreement and (ii) those other representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct as of such earlier date) after giving effect to this Fourth Amendment, as though made on and as of the date hereof; and

 

(b)           no event has occurred and is continuing, after giving effect to this Fourth Amendment, which constitutes a Default or an Event of Default.
 
SECTION 5.   Reference to and Effect on the Loan Document.
 
(a)           On and after the effectiveness of this Fourth Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Fourth Amendment.
 
(b)           The Credit Agreement and each of the other Loan Documents, as specifically amended by this Fourth Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
 
(c)           The execution, delivery and effectiveness of this Fourth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
 
SECTION 6.   Costs and Expenses .  The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Fourth Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.
 
SECTION 7.   Execution in Counterparts.   This Fourth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Fourth Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Fourth Amendment.
 
SECTION 8.   Governing Law .  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
 
[signature page follows]

 

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
 
 	KBR HOLDINGS, LLC	

 	By	 	
 	 	Title:	

 	CITIBANK, N.A. ,	
 	as Paying Agent and as Bank	

 	By	 	
 	 	Title:	

 

 
 	ABU DHABI INTERNATIONAL BANK INC.	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	CITIBANK, N.A.	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	HSBC BANK (USA), NATIONAL ASSOCIATION	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	ING BANK N.V.	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	JPMORGAN CHASE BANK, N.A.	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	LEHMAN COMMERCIAL PAPER INC.	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	LLOYDS TSB BANK PLC	

 	 	 	 	
 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	MERRILL LYNCH BANK USA	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	MIZUHO CORPORATE BANK, LTD.	
 	 	 	 	
 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	NATIONAL BANK OF KUWAIT, S.A.K.	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	RAYMOND JAMES BANK, FSB	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	STANDARD CHARTERED BANK	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	STATE STREET BANK AND TRUST COMPANY	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	SUMITOMO MITSUI BANKING CORPORATION	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	THE BANK OF NOVA SCOTIA	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. – HOUSTON AGENCY	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	THE ROYAL BANK OF SCOTLAND PLC	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	UBS LOAN FINANCE LLC	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

 
 	WACHOVIA BANK, NATIONAL ASSOCIATION	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 	By:	 	 	
 	 	Name:	 	
 	 	Title:	 	

 

CONSENT
 
Dated as of May 7, 2008

The undersigned, one of the Relevant Parties referred to in the Credit Agreement referred to in the foregoing Fourth Amendment, hereby consents to such Fourth Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Fourth Amendment, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Fourth Amendment, each reference in each Loan Document to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Fourth Amendment .
 
 	KBR, INC.	
 	KELLOGG BROWN & ROOT LLC (fka KELLOGG BROWN & ROOT, INC.)	
 	KELLOGG BROWN & ROOT SERVICES, INC.	
 	KELLOGG BROWN & ROOT	
 	INTERNATIONAL, INC.	

 	By:	 	
 	Name:	
 	Title:	

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William P. Utt, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of KBR, Inc.;

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 controls 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: August 1, 2008
 	/s/    WILLIAM P. UTT	
 	William P. Utt	
 	Chief Executive Officer	

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Kevin DeNicola, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of KBR, Inc.;

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 controls 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: August 1, 2008
 	/s/    T. KEVIN DENICOLA	
 	T. Kevin DeNicola	
 	Chief Financial Officer	

EXHIBIT 32.1

WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

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 quarter ended June 30, 2008, 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; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 	/s/    WILLIAM P. UTT	
 	William P. Utt	
 	Chief Executive Officer	
Date: August 1, 2008

EXHIBIT 32.2

WRITTEN STATEMENT OF
CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

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 quarter ended June 30, 2008, 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; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 	/s/    T. KEVIN DENICOLA	
 	 T. Kevin DeNicola	
 	Chief Financial Officer	
Date: August 1, 2008