KBR, INC. — Director's Dealing 2013

Feb 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KBR, INC. (KBR)
CIK: 0001357615
Period of Report: 2013-02-21

Reporting Person: Utt William P (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-21	Common Stock	A	9857	—	Acquired	23946	Direct
2013-02-21	Common Stock	A	6437	—	Acquired	28036	Direct
2013-02-21	Common Stock	A	7079	—	Acquired	32534	Direct
2013-02-21	Common Stock	A	4457	—	Acquired	35366	Direct
2013-02-21	Common Stock	A	4253	—	Acquired	39619	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-21	Stock Options	$21.19	A	31235	Acquired	2020-03-10	Common Stock (31235)	Direct
2013-02-21	Stock Options	$33.65	A	26009	Acquired	2021-03-09	Common Stock (26009)	Direct
2013-02-21	Stock Options	$35.27	A	25800	Acquired	2022-03-07	Common Stock (25800)	Direct

Footnotes

F1: On March 3, 2008, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the portion that has satisfied the positive net income requirement for this year.

F2: On March 4, 2009, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the portion that has satisfied the positive net income requirement for this year.

F3: On March 10, 2010, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the portion that has satisfied the positive net income requirement for this year.

F4: On March 9, 2011, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the portion that has satisfied the positive net income requirement for this year.

F5: On March 7, 2012, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the portion that has satisfied the positive net income requirements for this year.

F6: This represents the balance after withholding for taxes.

F7: 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 with each vesting subject to the Company having positive net income in the prior year. This represents the portion that has satisfied the positive net income requirement for this year.

F8: On March 9, 2011, 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 with each vesting subject to the Company having positive net income in the prior year. This represents the portion that has satisfied the positive net income requirement for this year.

F9: On March 7, 2012, 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 with each vesting subject to the Company having positive net income in the prior year. This represents the portion that has satisfied the positive net income requirement for this year.