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): June 8, 2010

______________________________

KBR, INC.

(Exact name of registrant as specified in its charter)

Delaware1-3314620-4536774
                                                                (State or other jurisdiction      (Commission File Number)     (IRS Employer
                                                                          of incorporation)                                                           Identification No.)

601 Jefferson Street
Suite 3400

Houston, Texas 77002
(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):

 

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

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

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

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

ITEM 8.01.     Other Events.

On June 8, 2010, KBR announced that its initiated a Board of Directors authorized program to repurchase up to ten million of its outstanding common shares. The shares may be repurchased from time to time in the open market or through privately negotiated transactions at the company’s discretion, subject to market conditions, and in accordance with applicable regulatory requirements. The company has entered into a plan with an agent to conduct a designated portion of the repurchase program in accordance with Rules 10b-18 and 10b5-1 under the Securities Exchange Act of 1934.

The share repurchase program will be funded through the company’s current cash position. As of May 28, 2010, KBR had approximately 160 million shares outstanding.

ITEM 9.01     Financial Statements and Exhibits.
 

(d)     Exhibits.

99.1     Press Release dated June 8, 2010, entitled “KBR Announces Share Repurchase Program.”

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: June 9, 2010	By:	/s/ Jeffrey B. King
		Jeffrey B. King Vice President, Public Law

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:     Rob Kukla, Jr.

June 8, 2010                                                                                                                Director, Investor Relations
                                                                                                                                       713-753-5082

                                                                                                                                       Heather Browne

                                                                                                                                       Director, Communications
                                                                                                                                       713-753-3775

KBR ANNOUNCES SHARE REPURCHASE PROGRAM

HOUSTON, Texas - KBR (NYSE:KBR) announced today that it is initiating a Board of Directors authorized share repurchase program to repurchase up to 10 million of its outstanding common stock and over time, maintain KBR’s outstanding shares at approximately 150 million shares.
 
The shares will be repurchased from time to time in the open market at the company’s discretion, subject to market conditions, and in accordance with applicable regulatory requirements.
 
The program does not obligate the company to acquire any particular amount of common stock and may be commenced, suspended or discontinued at any time or from time to time without prior notice. The share repurchase program will be funded through the company’s current cash position.

KBR is a global engineering, construction and services company supporting the energy, hydrocarbon, government services, minerals, civil infrastructure, power and industrial markets. For more information, visit www.kbr.com.

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