(b) Departure of Directors or Certain Officers.

Brian K. Ferraioli has decided to retire from KBR, Inc. (“KBR”) as Executive Vice President and Chief Financial Officer during the first quarter of 2017 to spend more time with family. KBR wishes Mr. Ferraioli the very best in his well-deserved retirement.

(c) Appointment of Certain Officers.

On December 13, 2016, KBR announced that Mark Sopp has been appointed as KBR’s new Executive Vice President and Chief Financial Officer effective during the first quarter of 2017. Mr. Sopp, age 51, will succeed Mr. Ferraioli. A copy of the press release announcing Mr. Sopp’s appointment is attached hereto as Exhibit 99.1.

Mr. Sopp brings many years of financial leadership experience to KBR. From 2005 to 2015, he served as CFO and executive vice president for Leidos Holdings, Inc., previously called Science Applications International Corporation (SAIC), which is one of the largest publicly traded government contractors in the U.S. and also has significant technically-focused commercial professional services operations, including serving energy markets. Previously, Mr. Sopp served in various executive positions with Titan Corporation, also involved in government contracting and commercial business areas. He earned his Bachelor’s Degree in Accounting from New Mexico State University and completed the executive program from the Anderson School at UCLA.

In connection with his appointment as Executive Vice President and Chief Financial Officer of KBR, Mr. Sopp will receive the following compensation: (1) an annual base salary of $640,000, prorated to his date of employment; (2) eligibility to participate in KBR’s annual incentive plan for KBR’s 2017 fiscal year; (3) eligibility to participate in KBR’s stock and incentive plan (the “LTI Plan”) for KBR’s 2017 fiscal year with the estimated target grant date value of Mr. Sopp’s 2017 LTI Plan award expected to be $1,000,000, with the mixture of the awards being determined at a later date; (4) granting of a one-time equity award in the form of KBR Restricted Stock Units with an estimated target grant date value of $300,000 and three-year linear annual vesting; (5) a one-time cash payment of $100,000 to cover relocation and temporary accommodation expenses; and (6) eligibility to participate in the other compensation and benefit plans generally available to KBR’s senior executives.

Mr. Sopp will be eligible to enter into a severance and change in control agreement, a copy of which is attached hereto as Exhibit 10.1. The following summary of the terms of the form agreement is qualified in its entirety by reference to Exhibit 10.1.

The agreement provides for (i) a graded schedule of severance termination benefits (prior to a change in control), (ii) double-trigger change in control termination benefits (on or after a change in control), and (iii) death, disability, and retirement benefits. As a condition of receipt of these benefits (other than the death and disability benefits), Mr. Sopp must first execute a release and full settlement agreement. The agreement contains customary confidentiality, noncompetition, and nonsolicitation covenants, as well as a mandatory arbitration provision. In addition, the agreement contains a clawback provision that allows KBR to recover any benefits paid under the agreement if KBR determines within two years after Mr. Sopp’s termination of employment that his employment could have been terminated for cause.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Severance and Change in Control Agreement.

99.1 Press Release dated December 13, 2016, entitled “KBR Announces New Chief Financial Officer.”

About KBR, INC. (NYSE:KBR)

KBR, Inc. (KBR) is an engineering, procurement, construction and services company. The Company supports global hydrocarbons and international Government services market sectors. It operates through three business segments: Technology & Consulting (T&C), Engineering & Construction (E&C), and Government Services (GS). Its T&C segment combines KBR technologies, knowledge-based services and its three specialty consulting brands, Granherne, Energo and GVA, under a customer-facing global business. Its E&C segment offers project delivery solutions from conceptual planning, through FEED and execution planning, to full EPC delivery and ongoing asset services, such as maintenance and turnarounds. Its GS segment focuses on service contracts with annuity streams particularly for the United Kingdom, Australian and the United States Governments. It provides services to a customer base, including international and national oil and gas companies and petrochemical producers.

KBR, INC. (NYSE:KBR) Recent Trading Information

KBR, INC. (NYSE:KBR) closed its last trading session up +0.13 at 17.53 with 1,276,012 shares trading hands.