KBR, INC. — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KBR, INC. (KBR)
CIK: 0001357615
Period of Report: 2011-02-24

Reporting Person: CARTER SUSAN K (Executive VP - CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-24	Common Stock	A	991	—	Acquired	991	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-24	Stock Options	$21.19	A	4373	Acquired	2020-03-10	Common Stock (4373)	Direct

Footnotes

F1: On March 10, 2010, the reporting person was granted restricted stock units that will convert to common stock on a 1-to-1 ratio. These restricted stock units vest over five years with 20% vesting on the first anniversary of the grant date, and 20% on each anniversary thereafter, provided that the company has positive net income for the calendar year preceding the vesting date. This portion represents the initial 20% that has satisfied the positive net income requirement.

F2: On March 10, 2010, the reporting person was granted options that vest at a rate of 33 1/3% on the first anniversary, 66 2/3% on the second anniversary and 100% on the third anniversary from the original date of grant, provided that the company has positive net income for the calendar year preceding the vesting date. This portion represents the initial 33 1/3% that has satisfied the positive net income requirement.