8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2007

______________________________

KBR, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33146	20-4536774
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

601 Jefferson Street

Suite 3400

Houston, Texas77002

(Address of principal executive offices)

Registrant’s telephone number, including area code: (713) 753-3011

______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry into a Material Definitive Agreement.

On May 10, KBR, Inc. (the “Company”), entered into a Share Purchase Agreement dated as of May 10, 2007 (the “Agreement”), by and among the Company’s wholly-owned subsidiary, Kellogg Brown & Root Holdings (U.K.) Limited (“KBR U.K.”), Balfour Beatty plc, The Weir Group plc (collectively, the “Sellers”), Babcock International Group plc (“Babcock”) and the Company, pursuant to which the Sellers will sell all of their respective interests in Devonport Management Limited (“DML”), including KBR U.K.’s 51% interest in DML, to Babcock for an aggregate purchase price of ₤350 million in cash. The purchase price will accrue interest at the rate of 1.5% per annum above LIBOR from July 9, 2007 through the date of closing of the Agreement. DML, through its subsidiary Devonport Royal Dockyard, is the primary dockyard performing refueling and related maintenance for the U.K.’s nuclear submarine fleet.

The Company has agreed to guarantee all of the obligations of KBR U.K. under the Agreement. In addition, the Agreement provides that if Babcock does not obtain approval of the acquisition by its shareholders (and such failure is not a result of any act or omission of the Sellers), Babcock will be required to pay the Sellers a break-up fee of an aggregate of ₤8 million.

The Sellers have made customary warranties and covenants in the Agreement. Sellers’ liability for breaches of the warranties is several (not joint and several) and is limited to an aggregate cap of ₤100 million, which reduces to £50 million after two years.

The closing under the Agreement is conditioned upon: (i) approval by Babcock’s shareholders and (ii) the consent of the U.K.’s Secretary of State of Defence. Babcock also has the ability to terminate the Agreement if there is a material adverse change in the business of DML between the execution and the closing of the Agreement.

A copy of the press release announcing the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1KBR, Inc. press release dated May 10, 2007 entitled, “KBR and Fellow Shareholders Announce Sale of DML Shipyard Business for ₤350 million.”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KBR, INC.
Date: May 10, 2007	By:	/s/ Andrew D. Farley
		Andrew D. Farley
		Senior Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

KBR 

601 Jefferson St. • Houston, Texas 77002

Phone 713.753.3011 • Fax 713.753.5353

FOR IMMEDIATE RELEASE	Contact:	Heather Browne
May 10, 2007		Director, Communications
		713-753-3775
		heather.browne@kbr.com
		Rob Kukla, Jr.
		Director, Investor Relations
		713-753-5082
		rob.kukla@kbr.com

KBR and Fellow Shareholders Announce Sale

of DML Shipyard Business for £350 million

HOUSTON, Texas - KBR (NYSE:KBR) along with fellow shareholders the Weir Group and Balfour Beatty, today announced that they have agreed to sell their interests in Devonport Management Limited (DML) to Babcock International Group plc for total proceeds of £350 million. KBR’s ownership in DML is 51%. The transaction is expected to close within 60 days, subject to customary closing conditions including Babcock shareholder approval. DML, through its subsidiary Devonport Royal Dockyard, is the primary dockyard performing refueling and related maintenance for the UK’s nuclear submarine fleet.

“Long-term involvement in DML is not core to KBR’s strategy and a sale on the terms agreed represents excellent value for our shareholders,” said William P. Utt, KBR Chairman, President and Chief Executive Officer. “KBR continues to enjoy a successful and productive relationship with the Ministry of Defence (MoD) and looks forward to continuing to be a key supplier to the MoD for its services programs and to growing our overall presence in the UK.”

The UK Defence Industrial Strategy (DIS), announced in December 2005, seeks to rationalize existing surface and subsurface vessel programs. In both the surface ship and submarine market segments, the MoD seeks to achieve an integrated design, construction, operation and maintenance activity. This program is commonly referred to as “through life support”. Additionally, the MoD is expected to complete the work on its existing contract, rationalizing its active submarine fleet. Further, the next class of nuclear submarines, the Astute class, will not require any nuclear refueling during their service life and will incorporate the latest materials and systems designed to minimize maintenance intervals and costs.

With the reduction in submarine retrofit and refueling streams, and the customer’s objective of purchasing an integrated through life support solution, coupled with the requirement to consolidate the primary dockyards in the UK to reduce cost, KBR believes it is appropriate to divest this business so that the company may focus more clearly on its engineering, construction and services offerings to its industrial governmental and military customers.

Over the past several years, in response to the reduction in the submarine retrofit and refueling backlog, DML management has actively pursued other business lines that include non-submarine activity such as warship support, private yacht design and construction, military vehicle assembly and other heavy equipment maintenance activities. These non-retrofit and refueling activities now account for approximately 50% of DML’s revenues.

KBR is a global engineering, construction and services company supporting the energy, petrochemicals, government services and civil infrastructure sectors. We offer our wide range of services through our Energy and Chemicals (E&C), Government and Infrastructure (G&I), and Ventures business segments. For more information about KBR, visit the company’s website at www.kbr.com.

NOTE: The statements in this press release that are not historical statements, including statements regarding implementation of the UK DIS and the future of the MoD’s nuclear submarine program, DML’s future revenues and business prospects, KBR’s future business opportunities in the UK and KBR’s continued relationship with the MoD, are forward-looking statements within the meaning of federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond company’s control that could cause actual results to differ materially from the results expressed or implied by the statements.

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