Form 10-K KBR, INC. For: Dec 31
Exhibit 21.1
LIST OF SUBSIDIARIES
KBR, INC.
Subsidiaries of Registrant as of December 31, 2018
NAME OF COMPANY | STATE OR COUNTRY OF INCORPORATION | |
BE&K, Inc. | Delaware | |
BITC (US) LLC | Delaware | |
Brown & Root Construction Pty Ltd | Australia | |
Brown & Root Investments (No. 1) Pty Ltd | Australia | |
Brown & Root Investments Pty Ltd | Australia | |
Brown & Root Operations (No. 1) Pty Ltd | Australia | |
Brown & Root Projects (No. 1) Pty Ltd | Australia | |
Brown & Root Projects Pty Ltd | Australia | |
CAS, Inc. | Alabama | |
Corporacion Mexicana de Mantenimiento Integral S. de R.L. de C.V. | Mexico | |
Energo Engineering Services, LLC | Texas | |
Fasttrax Holdings Limited | United Kingdom, England & Wales | |
Fasttrax Limited | United Kingdom, England & Wales | |
FTX Logistics Limited | United Kingdom, England & Wales | |
Granherne Pty Ltd | Australia | |
Granherne, Inc. | Texas | |
HBR NL Holdings, LLC | Delaware | |
Howard Humphreys & Partners Limited | United Kingdom, England & Wales | |
KBR (Aspire Construction) Holdings Limited | United Kingdom, England & Wales | |
KBR (Aspire Construction) Limited | United Kingdom, England & Wales | |
KBR (Aspire Construction) Holdings No. 2 Limited | United Kingdom, England & Wales | |
KBR (Aspire Services) Holdings Limited | United Kingdom, England & Wales | |
KBR (Aspire Services) Holdings No.2 Limited | United Kingdom, England & Wales | |
KBR (Aspire Services) Limited | United Kingdom, England & Wales | |
KBR (U.K.) Investments Limited | United Kingdom, England & Wales | |
KBR Arabia Limited | Saudi Arabia | |
KBR Australia Pty Ltd | Australia | |
KBR Canada Ltd | Canada | |
KBR E&C Australia Pty Ltd | Australia | |
KBR Engineering Company, LLC | Delaware | |
KBR Group Holdings, LLC | Delaware | |
KBR Holdings Pty Ltd | Australia | |
KBR Holdings, LLC | Delaware | |
KBR I Cayman, Ltd. | Cayman Islands | |
KBR II Cayman, Ltd. | Cayman Islands | |
KBR Industrial Canada Co. | Canada | |
KBR Netherlands Investments B.V. | Netherlands | |
KBR Overseas, Inc. | Delaware | |
KBR Plant Services, Inc. | Delaware | |
KBR USA LLC | Delaware | |
KBR WABI LTD. | Canada | |
KBRDC Egypt Cayman Ltd. | Cayman Islands | |
KBRwyle Technology Solutions, LLC | Delaware | |
Kellogg Brown & Root (Greenford) Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root (Norway) AS | Norway | |
Kellogg Brown & Root (Services) Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root (U.K.) Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root Algeria Inc. | Delaware | |
Kellogg Brown & Root Asia Pacific Pte Ltd | Singapore | |
Kellogg Brown & Root DH Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root Engineering & Construction India Private Limited | India | |
Kellogg Brown & Root Engineers Pte Ltd | Singapore | |
Kellogg Brown & Root Financial Services B.V. | Netherlands | |
Kellogg Brown & Root Group Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root Holding B.V. | Netherlands | |
Kellogg Brown & Root Holdings (U.K.) Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root Holdings Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root International Group Holdings LLP | United Kingdom, England & Wales | |
Kellogg Brown & Root International Group Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root International Holdings, Inc. | Delaware | |
Kellogg Brown & Root International, Inc. | Panama | |
Kellogg Brown & Root International, Inc. | Delaware | |
Kellogg Brown & Root Investment Holdings Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root Limited – Azmi Abdullatif Abdulhadi & Abdullah Mahana Al-Moaibed Consulting Engineering Professional Partnership | Saudi Arabia | |
Kellogg Brown & Root LLC | Delaware | |
Kellogg Brown & Root London Holdings Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root London Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root Netherlands B.V. | Netherlands | |
Kellogg Brown & Root Offshore Contractors 2 B.V. | Netherlands | |
Kellogg Brown & Root Overseas Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root Overseas Operations Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root Overseas Projects Limited | United Kingdom, England & Wales | |
Kellogg Brown & Root Pty Ltd | Australia | |
Kellogg Brown & Root Services B.V. | Netherlands | |
Kellogg Brown & Root Services, Inc. | Delaware | |
Kellogg Brown & Root Saudi Ltd. Co. | Saudi Arabia | |
Laurel Financial Services B.V. | Netherlands | |
LTS Holdings, Inc. | Delaware | |
MMM-SS Holdings, LLC | Delaware | |
Overseas Supply Services Limited | United Kingdom, England & Wales | |
PT KBR Indonesia | Indonesia | |
Technical Staffing Resources, LLC | Delaware | |
Wyle Inc. | Delaware | |
Wyle Laboratories, Inc. | Delaware | |
Wyle Services Corporation | Delaware | |
* KBR, Inc. maintains over 100 subsidiaries. Set forth above are the names of certain controlled subsidiaries, at least 50% owned, directly or indirectly, of KBR, Inc. as of December 31, 2017. The names of certain subsidiaries have been omitted from this Exhibit 21.1 in accordance with applicable rules. The omitted subsidiaries, considered in the aggregate as a single subsidiary, did not constitute a “significant subsidiary” (as defined in Rule 1-02(v) of Regulation S-X) at December 31, 2017.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
KBR, Inc.:
KBR, Inc.:
We consent to the incorporation by reference in the registration statements (Nos. 333‑228047, 190777, 333‑155551, 333‑138850, and 333‑142101) on Form S‑8 of KBR, Inc. of our reports dated February 26, 2019, with respect to the consolidated balance sheets of KBR, Inc. as of December 31, 2018 and 2017, and 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, 2018, and the related notes and financial statement schedule II (collectively, the "consolidated financial statements"), and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 10-K of KBR, Inc.
/s/ KPMG LLP |
Houston, Texas
February 26, 2019
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Stuart Bradie, certify that:
1.I have reviewed this annual report on Form 10-K of KBR, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 26, 2019
/s/ Stuart Bradie |
Stuart Bradie |
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Mark Sopp, certify that:
1.I have reviewed this annual report on Form 10-K of KBR, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 26, 2019
/s/ Mark Sopp |
Mark Sopp |
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 906 OF THE SARBANES OXLEY ACT OF 2002, 18 U.S.C. 1350
The undersigned, the Chief Executive Officer of KBR, Inc. (the “Company”), hereby certifies that to his knowledge, on the date hereof:
a) | the Form 10-K of the Company for the period ended December 31, 2018, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section l3(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
b) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Stuart Bradie |
Stuart Bradie |
Chief Executive Officer |
Date: February 26, 2019
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 906 OF THE SARBANES OXLEY ACT OF 2002, 18 U.S.C. 1350
The undersigned, the Chief Financial Officer of KBR, Inc. (the “Company”), hereby certifies that to his knowledge, on the date hereof:
a) | the Form 10-K of the Company for the period ended December 31, 2018, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section l3(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
b) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Mark Sopp |
Mark Sopp |
Chief Financial Officer |
Date: February 26, 2019