0001357615-18-000136.txt : 20180427 0001357615-18-000136.hdr.sgml : 20180427 20180426213850 ACCESSION NUMBER: 0001357615-18-000136 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180426 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180427 DATE AS OF CHANGE: 20180426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KBR, INC. CENTRAL INDEX KEY: 0001357615 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 204536774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33146 FILM NUMBER: 18780751 BUSINESS ADDRESS: STREET 1: 601 JEFFERSON STREET STREET 2: SUITE 3400 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 753-2000 MAIL ADDRESS: STREET 1: 601 JEFFERSON STREET STREET 2: SUITE 3400 CITY: HOUSTON STATE: TX ZIP: 77002 8-K/A 1 form8ka_04262018.htm KBR, INC. 8-K/A 04-26-2018


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2018 (April 26, 2018)
______________________________
KBR, INC.
(Exact name of registrant as specified in its charter)

Delaware
1-33146
20-4536774
(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)(Zip Code)

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):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on Form 8-K amends Item 9.01 of the Current Report on Form 8-K filed on April 26, 2018 (the "Original Form 8-K") solely to reflect certain reclassification adjustments that were determined subsequent to filing the Original Form 8-K. These reclassifications impacted only the condensed consolidated balance sheet as of March 31, 2018 and the statement of cash flows for the three months ended March 31, 2018. The reclassifications were made to certain line items in our condensed consolidated balance sheet resulting in a decrease to total assets of $42 million and a decrease to total liabilities and shareholders' equity of $42 million. There was no impact to total cash flows used in operating activities, cash flows provided by investing activities, cash flows provided by financing activities or the increase in cash and cash equivalents, but reclassifications were made to certain line items within "Changes in operating assets and liabilities" in our condensed consolidated statement of cash flows. No other changes were made to the Original Form 8-K. The reclassifications have been made on Exhibit 99.1 to this Amendment No. 1.

ITEM 2.02
Results of Operations and Financial Conditions.

The Exhibit 99.1 attached hereto is a replacement of the KBR, Inc. Consolidated Balance Sheets and KBR, Inc. Consolidated Statements of Cash Flows that were attached as part of Exhibit 99.1 furnished on the Original Form 8-K. The information contained in Item 9.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. KBR, Inc. undertakes no duty or obligation to publicly update or revise this information.

ITEM 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit No.
  
Description
99.1
  
Replacement of the KBR, Inc. Consolidated Balance Sheets and KBR, Inc. Consolidated Statements of Cash Flows that were included in the KBR, Inc. press release dated April 26, 2018 titled, "KBR Announces First Quarter 2018 Financial Results" that was attached as part of Exhibit 99.1 furnished on the Original Form 8-K.

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: April 27, 2018
By:
/s/ Adam M. Kramer
 
Name:
Adam M. Kramer
 
Title:
Vice President, Public Law and Corporate Secretary


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1
Exhibit 99.1
 
KBR, Inc.: Consolidated Balance Sheets
(In millions)
   
March 31,
  
December 31,
   
2018
  
2017
   
(Unaudited)
    
Assets
        
Current assets:
        
Cash and equivalents
  
$
486
    
$
439
  
Accounts receivable, net of allowance for doubtful accounts of $12 and $12
  
810
    
510
  
Contract assets
  
235
    
383
  
Other current assets
  
102
    
93
  
Total current assets
  
1,633
    
1,425
  
Claims and accounts receivable
  
106
    
101
  
Property, plant, and equipment, net of accumulated depreciation of $336 and $329 (including net PPE of $43 and $34 owned by a variable interest entity)
  
142
    
130
  
Goodwill
  
1,011
    
968
  
Intangible assets, net of accumulated amortization of $128 and $122
  
486
    
239
  
Equity in and advances to unconsolidated affiliates
  
566
    
387
  
Deferred income taxes
  
289
    
300
  
Other assets
  
131
    
124
  
Total assets
  
$
4,364
    
$
3,674
  
         
Liabilities and Shareholders' Equity
        
Current liabilities:
        
Accounts payable
  
$
475
    
$
350
  
Contract liabilities
  
502
    
368
  
Accrued salaries, wages and benefits
  
186
    
186
  
Nonrecourse project debt
  
11
    
10
  
Other current liabilities
  
146
    
157
  
Total current liabilities
  
1,320
    
1,071
  
Pension obligations
  
392
    
391
  
Employee compensation and benefits
  
102
    
118
  
Income tax payable
  
86
    
85
  
Deferred income taxes
  
81
    
18
  
Nonrecourse project debt
  
29
    
28
  
Revolving credit agreement
  
540
    
470
  
Deferred income from unconsolidated affiliates
  
—
    
101
  
Other liabilities
  
183
    
171
  
Total liabilities
  
2,733
    
2,453
  
KBR shareholders' equity:
        
Preferred stock
  
—
    
—
  
Common stock
  
—
    
—
  
Paid-in capital in excess of par
  
2,094
    
2,091
  
Accumulated other comprehensive loss
  
(912
)
  
(921
)
Retained earnings
  
1,148
    
877
  
Treasury stock
  
(818
)
  
(818
)
Total KBR shareholders' equity
  
1,512
    
1,229
  
Noncontrolling interests
  
119
    
(8
)
Total shareholders' equity
  
1,631
    
1,221
  
Total liabilities and shareholders' equity
  
$
4,364
    
$
3,674
  

KBR, Inc.: Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
 
Three Months Ended
 
March 31,
  
March 31,
 
2018
  
2017
Cash flows from operating activities:
      
Net income
$
139
    
$
38
  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
      
Depreciation and amortization
13
    
13
  
Equity in earnings of unconsolidated affiliates
(23
)
  
(9
)
Deferred income tax expense
25
    
5
  
Gain on consolidation of Aspire entities
(115
)
  
—
  
Other
11
    
6
  
Changes in operating assets and liabilities:
      
Accounts receivable, net of allowance for doubtful accounts
(134
)
  
38
  
Contract assets
(44
)
  
4
  
Accounts payable
63
    
(75
)
Contract liabilities
(32
)
  
(124
)
Accrued salaries, wages and benefits
2
    
16
  
Reserve for loss on uncompleted contracts
(3
)
  
(22
)
Payments from unconsolidated affiliates, net
1
    
1
  
Distributions of earnings from unconsolidated affiliates
1
    
14
  
Income taxes payable
12
    
6
  
Pension funding
(10
)
  
(9
)
Retainage payable
—
    
—
  
Subcontractor advances
(1
)
  
—
  
Net settlement of derivative contracts
3
    
(2
)
Other assets and liabilities
(38
)
  
(15
)
Total cash flows used in operating activities
(130
)
  
(115
)
Cash flows from investing activities:
      
Purchases of property, plant and equipment
(9
)
  
(3
)
Payments for investments in equity method joint ventures
(72
)
  
—
  
Acquisition of businesses, net of cash acquired
—
    
2
  
Increase in cash due to consolidation of Aspire entities
205
    
—
  
Other
1
    
—
  
Total cash flows provided by (used in) investing activities
125
    
(1
)
Cash flows from financing activities:
      
Payments to reacquire common stock
(2
)
  
(2
)
Acquisition of noncontrolling interest
(6
)
  
—
  
Distributions to noncontrolling interests
—
    
(1
)
Payments of dividends to shareholders
(11
)
  
(12
)
Net proceeds from issuance of common stock
—
    
—
  
Borrowings on revolving credit agreement
70
    
—
  
Other
—
    
—
  
Total cash flows provided by (used in) financing activities
51
    
(15
)
Effect of exchange rate changes on cash
1
    
5
  
Increase (decrease) in cash and equivalents
47
    
(126
)
Cash and equivalents at beginning of period
439
    
536
  
Cash and equivalents at end of period
$
486
    
$
410