KBR, INC. — Director's Dealing 2014

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KBR, INC. (KBR)
CIK: 0001357615
Period of Report: 2014-02-27

Reporting Person: Oelking Roy (Group President - Hydrocarbons)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock	A	850	—	Acquired	84283	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-27	Stock Options	$35.27	A	5160	Acquired	2022-03-07	Common Stock (5160)	Direct

Footnotes

F1: On March 7, 2012, the reporting person was granted restricted stock units 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 portion that has satisfied the positive net income requirement for this year.

F2: This represents the balance after withholding for taxes.

F3: On March 7, 2012, the reporting person was granted options 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 portion that has satisfied the positive net income requirement for this year.