Form S-8 KBR, INC.

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KBR, Inc.

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

The Registrant is filing this Registration Statement pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 7,000,000 shares of Common Stock that may be issued under the Plan. The Registrant’s stockholders approved an additional 7,000,000 shares of Common Stock for issuance pursuant to the Plan at the Registrant’s 2021 annual meeting of stockholders. The contents of the Registrant’s registration statements on Form S-8 relating to the Plan, which were filed with the Securities and Exchange Commission (the “Commission”) on November 20, 2006 (File No. 333-138850), August 22, 2013 (File No. 333-190777), and October 30, 2018 (File No. 333-228047) are incorporated by reference into this Registration Statement, as permitted by General Instruction E of Form S-8.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to the Plan’s participants as specified by Rule 428(b)(1) under the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The Registrant is registering additional securities under the Plan covered hereby for which registration statements on Form S-8 bearing Registration Nos. 333-138850, 333-190777, and 333-228047 are currently effective.  Therefore, pursuant to General Instruction E of Form S-8, the Registrant elects to incorporate by reference the contents of such registration statements which constitute information required in this Registration Statement.

ITEM 5. Interests of Named Experts and Counsel.

The validity of the shares of Common Stock being registered pursuant hereto has been passed upon by Eileen G. Akerson, Esq., the Registrant’s Executive Vice President and General Counsel. Ms. Akerson, an employee of the Registrant and a participant in certain employee benefit plans offered by the Registrant, on the date hereof, beneficially owns 85,029 shares of the Registrant’s Common Stock.

ITEM 8. Exhibits

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*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 29, 2021.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eileen G. Akerson and Adam M. Kramer, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on July 29, 2021.

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

KBR, Inc.:

We consent to the use of our report dated February 25, 2021, except for the change in the composition of reportable segments discussed in Note 2, as to which the date is July 29, 2021, with respect to the consolidated balance sheets of KBR, Inc. as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedule II (collectively, the “consolidated financial statements”), which report appears on Form 8-K of KBR, Inc. dated July 29, 2021.

We also consent to the use of our report dated February 25, 2021 with respect to the effectiveness of internal control over financial reporting as of December 31, 2020, which report appears in the December 31, 2020 annual report on Form 10-K of KBR, Inc. Our report dated February 25, 2021, on the effectiveness of internal control over financial reporting as of December 31, 2020, contains an explanatory paragraph stating that the Company acquired Centauri Platform Holdings LLC and Scientific Management Associates (Operations) Pty Ltd during 2020 and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, these businesses’ internal control over financial reporting associated with total assets of $246 million and total revenues of $146 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2020. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of these acquired businesses.

KPMG LLP

Houston, Texas

July 29, 2021