UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
ýAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 20162019
OR
¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from             to
Commission File Number: 1-33146001-33146
 
kbrlogofinal2019a03.jpg
KBR, Inc.
(Exact name of registrant as specified in its charter)
Delaware 20-4536774
(State of incorporation or organization)incorporation) (I.R.S. Employer Identification No.)
601 Jefferson Street, Suite 3400HoustonTexas77002 77002
(Address of principal executive offices)(Zip Code)
(713) 753-3011(713) 753-2000
(Registrant's telephone number including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock par value $0.001 per shareKBRNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yesý    No  ¨


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ¨Noý


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yesý    No  ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yesý    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      ý


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ýAccelerated filer ¨
Non-accelerated filer 
¨ (Do not check if a smaller reporting company)
Smaller reporting company ¨
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    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  ý


The aggregate market value of the voting stock held by non-affiliates on June 30, 20162019 was approximately $1.9$3.5 billion, determined using the closing price of shares of the registrant's common stock on the New York Stock Exchange on that date of $13.24.$24.94.


As of January 31, 2017,February 10, 2020, there were 142,878,363141,938,809 shares of KBR, Inc. Common Stock, par value $0.001 per share, outstanding.

 
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for its 20172020 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.
 






TABLE OF CONTENTS
 
  
 Page
 
 
FINANCIAL STATEMENTS 
Consolidated Statements of Operations and Comprehensive Income (Loss)
 
 



2



Glossary of Terms

The following frequently used abbreviations or acronyms are used in this Annual Report on Form 10-K as defined below:
AcronymDefinition
AffinityAffinity Flying Training Services Ltd.
Aspire DefenceAspire Defence Limited
AOCLAccumulated other comprehensive loss
ASBCAArmed Services Board of Contract Appeals
ASCAccounting Standards Codification
ASUAccounting Standards Update
Carillion Carillion plc
CASCost Accounting Standards for U.S. government contracts
COFCU.S. Court of Federal Claims
DCAADefense Contract Audit Agency
DCMADefense Contract Management Agency
DoDDepartment of Defense
DOJU.S. Department of Justice
EACEstimate at completion
EBICEgypt Basic Industries Corporation
EBITDAEarnings before interest, taxes, depreciation and amortization
EPCEngineering, procurement and construction
EPCMEngineering, procurement and construction management
EPICEPIC Piping LLC
ESEnergy Solutions
ESPPEmployee Stock Purchase Plan
Exchange ActSecurities Exchange Act of 1934, as amended
FARFederal Acquisition Regulation
FASBFinancial Accounting Standards Board
FCAFalse Claims Act
FCPAUnited States Foreign Corrupt Practices Act
FKTCFirst Kuwaiti Trading Company
G&AGeneral and administrative
GAAPGenerally Accepted Accounting Principles
GSGovernment Solutions
GTLGas to liquids
HETsHeavy equipment transporters
HTSIHoneywell Technology Solutions Inc.
ICCInternational Chamber of Commerce
IRSInternal Revenue Service
JKCJKC Australia LNG, an Australian joint venture executing the Ichthys LNG Project
LIBORLondon interbank offered rate
LNGLiquefied natural gas
MD&AManagement's Discussion and Analysis of Financial Condition and Results of Operations
MFRsMemorandums for Record
MMMMantenimiento Marino de Mexico



AcronymDefinition
MoDMinistry of Defence
NCINoncontrolling interests
NYSEThe New York Stock Exchange
PEMEXPetróleos Mexicanos
PEPPemex Exploration and Production
PFIsPrivate financed initiatives and projects
PICPaid-in capital in excess of par
PLOCPerformance Letter of Credit facility
PPEProperty, Plant and Equipment
PSCPrivate Security Contractor
SABStaff Accounting Bulletin
SECU.S. Securities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
SFOU.K. Serious Fraud Office
SGTStinger Ghaffarian Technologies
Tax ActTax Cuts and Jobs Act
TSTechnology Solutions
U.K.United Kingdom
U.S.United States
UKMFTSU.K. Military Flying Training System
VIEsVariable interest entities



Forward-Looking and Cautionary Statements


This Annual Report on Form 10-K contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.Act. The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions for forward-looking information. Some of the statements contained in this Annual Report on Form 10-K are forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "plan," "expect" and similar expressions are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future financial performance and results of operations.


We have based these statements on our assumptions and analyses in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such statements. While it is not possible to identify all factors, factors that could cause actual future results to differ materially include the risks and uncertainties disclosed under “Item 1A. Risk Factors” contained in Part I of this Annual Report on Form 10-K.


Many of these factors are beyond our ability to control or predict. Any of these factors, or a combination of these factors, could materially and adversely affect our future financial condition or results of operations and the ultimate accuracy of the forward-looking statements. These forward-looking statements are not guarantees of our future performance, and our actual results and future developments may differ materially and adversely from those projected in the forward-looking statements. We caution against putting undue reliance on forward-looking statements or projecting any future results based on such statements or on present or prior earnings levels. In addition, each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law we undertake no obligation to publicly update or revise any forward-looking statement.



4





PART I


Item 1. Business


General


KBR, Inc. and its subsidiaries (collectively, "KBR" or "the Company"the "Company") is a global provider of differentiated, professional services and technologies across the asset and program life-cycle withinacross three synergistic global businesses spanning the government services and hydrocarbons industries. Our capabilities and offerings include highly-specializedfeasibility and solutions development; technical consulting; research and development; highly specialized mission support; systems acquisition, integration, engineering services, mission and design services; global logistics support solutions, technology licensing, specialized consulting, procurement, construction, construction management,support; process technologies, proprietary equipment and catalysts; program management, construction, commissioning and startup services; asset operations and maintenance services; and engineering, procurement and construction services for large-scale, complex projects. We provide these and other support services to a diverse customer base, including domestic and foreign governments, international and national integrated oil and gas companies, independent refiners, petrochemical producers, fertilizer producers and manufacturers. Information regarding business segment disclosures included in Note 2 to our consolidated financial statements and "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" contained in Part II of this Annual Report on Form 10-K is incorporated by reference into this Part I, Item 1.as well as many others across the hydrocarbons landscape.


KBR, Inc., incorporated in the state of Delaware in March 2006, is a global company headquartered in Houston, TX,Texas, USA, with offices around the world operations in over 40 countries and serving customers in over 70 countries. We were incorporated in Delaware on March 21, 2006 prior to an exchange offer transaction that separated us from our former parent, Halliburton Company, which was completed on April 5, 2007.world. We trace our history and culture to two businesses, The M.W. Kellogg Company ("Kellogg") and Brown & Root, Inc. ("Brown & Root"). which merged in 1998 to form KBR. Kellogg was founded in New York in 1901 and evolved into a technology and service provider for petroleum refining, petrochemicals processing and petrochemicals processing.LNG. Many of the innovations that originated in the Kellogg laboratory provided the foundation for the petroleum refining and petrochemical processing facilities and remain an important part of KBR. Brown & Root was founded in Houston, Texas in 1919, and built the world’s first offshore platform in 1947. Brown & Root was1947 and grew into an international engineering and construction company. Halliburton acquired by Halliburton in 1962 and Kellogg was acquired by Halliburton in 1998 through its merger with Dresser Industries. In 2016,Industries, and Brown & Root in 1962. KBR separated from Halliburton in 2007. Laying out a transformational strategy in 2014, we made two substantial acquisitions in the government services sector, which2016 and another in early 2018 to fundamentally and materially re-balancedre-balance our government services portfolio toacross a greater mix of long-term, cost reimbursable and synergistic professional services business base.platforms. This new business base, added to KBR’s existing portfolio, leverages our program and life-cycle management expertise across a much larger addressable market for greater diversification, more predictable results, expanded customer offerings and attendant growth opportunities.


Our Business Strategy


KBR’s visionKBR is to be a leading global provider of full life-cycle professional services, across the asset life-cycle, from project inception, to facility implementation to asset maintenancedelivery and program management integration.technologies supporting two verticals: Government and Hydrocarbons. We aim to execute a majority of our portfolio through long-term contracts that are long-term, reimbursable, service contractsprovide balanced and sustainable growth with a low-riskan acceptable risk profile and predictable cash flows. Our key areas of strategic focus are as follows:


Government Services: A wide range of professional services across defense, space and government embracing research and development, test and evaluation, program acquisition, program management integration, and program sustainment. These services are mainly for governmental agencies in the United States ("U.S."), United Kingdom ("U.K.") and Australia and also cover other selective countries. These programs are frequently provided on long-term service contracts, with key scientific, technical and program management differentiation. Key customers include U.S. Department of Defense agencies such as the Missile Defense Agency, U.S. Army, U.S. Navy and U.S. Air Force as well as NASA, the U.K. Ministry of Defence, London Metropolitan Police, U.K. Army, other U.K. Crown Services, and the Royal Australian Air Force, Navy and Army.
Hydrocarbons: In the global hydrocarbons sector we offer four primary services:
Government: KBR delivers a wide range of professional services across defense, space and other government agencies spanning program management and consulting, mission planning, operational and platform support, research and development, test and evaluation, logistics and facilities management, training and security. These services are provided primarily to government agencies in the U.S., U.K., Australia and other selected countries under long-term programs with key technical, scientific or mission-specific differentiation. Key customers include U.S. DoD agencies such as the Missile Defense Agency, U.S. Army, U.S. Navy and U.S. Air Force as well as NASA, the U.K. Ministry of Defence, London Metropolitan Police, U.K. Army, other U.K. Crown Services, and the Royal Australian Air Force, Navy and Army.
Hydrocarbons: In the global hydrocarbons sector we offer services across the following areas:
Proprietary Technology: ATechnology Solutions: Consistent with our corporate focus towards sustainability, KBR continues to develop and prioritize investment in process technologies that are disruptive, innovative, cutting-edge, and environmentally sound. We market a broad spectrum of front-end servicesproprietary licenses and solutions includingthat includes licensing of process technologies, basic engineering and design services ("BED"), proprietary equipment ("PEQ"), catalysts, plant automation services, and remote monitoringfacility operations monitoring. Licensing and BED services are typically provided during the front-end planning stage of plant operations, catalysts, solventsboth green- and vessel internals together with specialist consultingbrown-field capital projects, and PEQ is installed as part of facility construction. Catalysts, or process consumables designed to drive process performance, efficiency and reliability, are delivered for start-up and are subsequently reloaded, as needed. Our proprietary process technology licenses and services are marketed to a wide variety of clients spanning the hydrocarbons, petrochemicals,downstream sector (e.g., ammonia and syngas, chemical, olefins, inorganic chemicals and fertilizer markets. Keyrefining) who need process technologies to convert raw materials into enhanced chemicals and other end products. KBR has licensed its market leading ammonia technology to over 242 plants globally.


Services, Consulting and Operations and Maintenance: KBR is a leading provider of complex program management, engineering services, front-end consulting and feasibility studies, small cap and sustaining capital construction programs, turnarounds, maintenance services and more, serving the upstream (e.g., energy exploration and production), midstream (e.g., energy processing and transportation), and downstream (e.g., specialty chemical and refining) sectors. We generally deliver these multi-year services under cost reimbursable or time and materials contracts globally through KBR’s wholly-owned entities as well as our 50% interest in our portfolio are ammonia, nitric acid, ammonia nitrate, ethylene, phenol, bis-phenol A, polycarbonate, catalytic cracking, isomerization, alkylation, solvent de-asphaltingBrown & Root Industrial Services in North America and coal degasification.various other international joint ventures.
Specialized Consulting: A broad range of specialized consulting services across upstream, midstream, downstream and specialty chemicals; which includes:
Front-end consulting services related to field development planning, technology selection and capital expenditure optimization;
Plant integrity management;


Specialized naval architecture technology (drillships, floating production, storage and offshore ("FPSO"), floating production units ("FPUs") and structural engineering);
Feasibility studies, revamp studies, planning/development and construction studies for oil and gas (upstream industry), liquefied natural gas ("LNG"), refining, petrochemicals, chemicals and fertilizers (downstream industries).

Project Delivery Solutions: From conceptual design, through front end engineering design and execution planning, to full engineering, procurement and construction ("EPC")/engineering, procurement, construction and maintenance ("EPCM") deliveryEPC/EPCM for the development, construction and commissioning of projects, acrossKBR’s delivery solutions span the entire hydrocarbons value chain, including offshorechain. We have been involved in the design and onshore oil and gas industries, LNG/ gas to liquids ("GTL") markets, as well as for refining, petrochemicals, chemicals, specialty chemicals and fertilizers industries. KBR has licensed its market leading Ammonia Technology to over 225 Plants globally, and has constructed around 35%construction of approximately one-third of the world’s LNG Capacity.capacity.
Maintenance and Asset Services: Through our Brown & Root Industrial Services joint venture in North America and through KBR’s wholly owned Brown & Root entities in the Middle East, Europe (including Poland, Russia and the Netherlands) and APAC, we are a leading provider of engineering, construction, and reliability-driven maintenance solutions for the refinery, petrochemical, chemical, specialty chemicals and fertilizer markets. The focus is on customers seeking to achieve greater asset utilization and reliability to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and high quality scaffolding. These contracts are generally long-term service contracts.
Over the last few years, KBR has migrated into training simulators for a variety of process plants, and remote monitoring operations as part of its journey to digitalization.
Competitive Advantages
We operate in global markets with customers who demand added value, know-how, technology and delivery solutions, and we seek to differentiate ourselves in areas in which we believe we have a competitive advantage, including:
Health, Safety, Security & Environment and Sustainability
World-class planning, assessment,Safe and execution practicesresponsible operations are essential, and performance ('Zero Harm')our Zero Harm culture prioritizes the safety and security of our people as well as the active management of our environmental impact.
As an industry leader, we have and will continue to invest in the development of disruptive, innovative clean energy solutions that promote a sustainable world.


Technical Excellence and Digital Solutions
Quality, world-class technology, know-how and solutions.
Designing and implementing innovative digital solutions to diagnose and solve complex problems, including applying machine learning and artificial intelligence to predictive maintenance.
Creating virtual and augmented reality visualizations to provide greater perspectives and insights in a controlled environment.

People
Distinctive, competitive and customer-focused culture, through our people ('One KBR').
Large numbers of employeesDeep domain expertise resident in nationally recognized subject matter experts, many with U.S. government-issuedgovernment security clearancesclearance.


Customer Relationships
Customer objectives are placed at the center of our planning and deliverydelivery.
Long-termDecades of enduring relationships inacross our government services (for example, we have had a contract with NASA since the beginning of the space program)clients and with major oil and gas and industrial customers such as British Petroleum,BP p.l.c., Chevron Corporation and Shell Corporation.


Project Delivery
A reputation for disciplined and successful delivery of large, complex and difficult projects globally - using world-class processes (the 'KBR Way'), including program management integratormanagement.

Technical Excellence
Quality, world-class technology, know-how and technical solutions


Full Life-cycle Asset Support
Comprehensive asset services through long-term contractscontracts.


Financial Strength
ThroughDiverse portfolio of multi-year, mission critical programs creating stability and resilience.
Low capital intensive business model generating favorable operating cash flows.
Strong liquidity capitalwith ample capacity and ability to support warrantiesfor growth.




Our Business Segments


Our business is organized into three core and two non-core business segments as follows:


Core business segments


Government ServicesSolutions
Technology & ConsultingSolutions
Engineering & ConstructionEnergy Solutions


Non-core business segments


Non-strategic Business
Other


Our business segments are described below.


Government Services ("GS"). Sector

Government Solutions. Our GS business segment provides full life-cycle support solutions to defense, space, aviation and other programs and missions for military and other government agencies in the U.S., U.K. and Australia. As program management integrator, KBR covers the full spectrum of defense, space, aviation and other government programs and missionsspectrum; from research and development;development, through systems engineering;engineering, test and evaluation;evaluation, systems integration;integration and program management;management, to operations support, maintenance and field logistics. Our recent acquisitions have been integrated with our existing operations as described in Note 34 to our consolidated financial statements, have been combined with our existing U.S. operations within this business segment and operate under the single "KBRwyle" brand.statements.
Hydrocarbons Sector
Technology & Consulting ("T&C"). Solutions. Our T&CTS business segment combines KBR's proprietary KBR technologies, equipment and catalyst supply, digital solutions and associated knowledge-based services and our three specialty consulting brands, Granherne, Energo and GVA, underinto a single customer-facing global business.  This segment provides licensed technologiesbusiness for refining, petrochemicals, inorganic and consulting services to the hydrocarbons value chain, from wellhead to crude refining and through refining and petrochemicals to specialty chemicals production.  In addition to sharing manyas well as gasification, syngas, ammonia, nitric acid and fertilizers. Our TS business segment has led the way in the development of the same customers, these brands share the approach of earlyadvanced digital and continuous customer involvement to deliver an optimal solution to meet the customers' objectives throughproprietary tools and floating systems solutions. From early planning andthrough scope definition, advanced technologies and project life-cycle support.
Engineering & Construction ("E&C"). Our E&Csupport, our TS business segment works closely with customers to provide what we believe is the optimal approach to maximize their return on investment.
Energy Solutions. Our ES business segment provides full life-cycle support solutions across the upstream, midstream and downstream hydrocarbons markets. We provide comprehensive project and program delivery capability globally.capabilities as well as engineering services, front-end consulting and feasibility studies, sustaining capital construction, turnarounds, maintenance services and more. Our key capabilities leverage our operational and technical excellence as a global provider of EPC and high-impact consulting and engineering services for onshore oil and gas; LNG/GTL; oil refining; petrochemicals; chemicals; fertilizers; offshore oil and gas (shallow-water, deep-water, subsea);gas; and floating solutions (FPU, FPSO, floating liquefied natural gas ("FLNG") & floating storage and regasification unit ("FSRU")); and maintenance services (via the “Brown & Root Industrial Services” brand).solutions.
Other
Non-strategic Business. Our Non-strategic Business segment represents the operations or activities we determine are no longer core to our business strategy and that we have exited or intend to exit upon completion of existing contracts. ThisAs of December 31, 2019, all Non-Strategic Business projects are substantially complete. Current activities in this business segment also included businesses we exited upon saleprimarily relate to third parties during 2015.final project close-out, negotiation and settlement of claims, joint venture liquidation and various other matters associated with these projects.
Other. Our Other business segment includes our corporate expenses and selling, general and administrative expenses not allocated to the business segments above and any future activities that do not individually meet the criteria for segment presentation. above.
Based on the location of projects executed, our operations in countries other than the U.S. accounted for 51%, 57% and 63% of our consolidated revenues during 2016, 2015 and 2014, respectively. See Note 2 to our consolidated financial statements for selected geographic information.



We have summarized our revenues by geographic location as a percentage of total revenues below:
 Years ended December 31,
 2016 2015 2014
Revenues:     
United States49% 43% 37%
Middle East20% 15% 11%
Europe12% 10% 10%
Australia9% 16% 22%
Canada3% 4% 12%
Africa3% 3% 4%
Other4% 9% 4%
Total100% 100% 100%

We market substantially all of our project and service offerings through our business segments. The markets we serve are highly competitive and for the most part require substantial resources and highly skilled and experienced technical personnel. A large number of companies are competing in the markets served by our business, including U.S. basedU.S.-based companies such as CACI International, Inc., EMCOR Group, Inc., Fluor Corporation, Jacobs Engineering,Leidos Holdings, Inc., ManTech International Corporation, AECOM, Quanta Services Inc., Science Applications International Corporation ("SAIC"), Booz Allen Hamilton and international-based companies such as AMEC Foster Wheeler, Chicago Bridge and Iron,Bechtel, Jacobs Engineering, Chiyoda Corporation ("Chiyoda"), JGC Corporation ("JGC"), McDermott International, TechnipFMC, Worley-Parsons and Worley-Parsons. SinceVectrus, Inc. Because the markets for our services are vast and extend across multiple geographic regions, we cannot make a definitive estimate of the total number of our competitors.

Our operations in some countries may be adversely affected by unsettled political conditions, acts of terrorism, civil unrest, war or other armed conflict, expropriation or other governmental actions, inflation and foreign currency exchange controls and fluctuations. We strive to manage or mitigate these risks through a variety of means including contract provisions, contingency planning, insurance schemes, hedging and other risk management activities. See "Item 1A. Risk Factors" contained in Part I of this Annual Report on Form 10-K, "Item 7A. Quantitative and Qualitative Discussion about Market Risk" contained in Part II of this Annual Report on Form 10-K and Note 21 to our consolidated financial statements for information regarding our exposures to foreign currency fluctuations, risk concentration and financial instruments used to manage our risks.


Acquisitions, Dispositions and Other Transactions

Acquisitions

During the first quarter of 2016, we acquired 100% of the outstanding common stock of three subsidiaries of Connell Chemical Industry LLC (through its subsidiary, Chematur Technologies AB): Plinke GmbH ("Plinke"), Weatherly Inc. ("Weatherly") and Chematur Ecoplanning Oy ("Ecoplanning") for net cash consideration of $23 million within our T&C business segment.

During the third quarter of 2016, we acquired 100% of the equity interests of Wyle Inc. ("Wyle") from its shareholders, including Court Square Capital Partners and certain officers of Wyle, pursuant to an agreement and plan of merger for net cash consideration of $623 million, and we acquired 100% of the outstanding common stock of Honeywell Technology Solutions Inc. from Honeywell International Inc. for net cash consideration of $280 million, both within our GS business segment.

See Note 3 to our consolidated financial statements for more information.

Dispositions

During the fourth quarter of 2015, we completed the sale of our Infrastructure Americas business for $18 million in net cash proceeds within our Non-strategic Business segment. See Note 3 to our consolidated financial statements for more information. We also closed on the sale of our U.K. office facility located in Greenford for net cash proceeds of $33 million within our E&C business segment and a U.S. office facility located in Birmingham, Alabama for net cash proceeds of $6 million within our Non-strategic Business segment. See Note 8 to our consolidated financial statements for more information.



During the second quarter of 2015, we completed the sale of our Building Group subsidiary for $23 million in net cash proceeds within our Non-strategic Business segment. See Note 3 to our consolidated financial statements for more information.

Other Transactions

During the first quarter of 2016 we executed agreements to establish Affinity Flying Training Services Ltd. ("Affinity"), a joint venture between KBR and Elbit Systems, within our GS business segment.

During the third quarter of 2015, we executed an agreement with Bernhard Capital Partners ("BCP") to establish the Brown & Root Industrial Services joint venture in North America which is accounted for within our E&C business segment. In connection with the formation of the joint venture, we contributed our Industrial Services Americas business and received cash consideration of $48 million and a 50% interest in the joint venture. During the fourth quarter of 2016, we contributed an additional $56 million to the joint venture to acquire a turnaround and specialty welding company.

Also during the third quarter of 2015, we acquired a minority interest in EPIC Piping LLC ("EPIC"), a pipe fabrication business, within our E&C business segment. We contributed the majority of our Canadian pipe fabrication and module assembly business to EPIC, excluding certain completed loss projects, and $19 million in cash.

See Note 11 to our consolidated financial statements for more information.

Significant Joint Ventures and Alliances


We enter into joint ventures and alliances with other reputable industry participants in order to reduce exposure and diversify risk, increase the number of opportunities that can be pursued, capitalize on the strengths of each party and provide greater flexibility in delivering our services based on cost and geographical efficiency.efficiency, increase the number of opportunities that can be pursued and reduce exposure and diversify risk. Clients of our E&CES business segment frequently require EPC contractors to work in teams given the size, cost and complexity of global projects that may cost billions of dollars to complete.projects. Our significant joint ventures and alliances are described below. All joint venture ownership percentages presented are stated as of December 31, 2016.2019.


Aspire Defence Holdings Limited ("Aspire Defence") is a joint venture currently owned by KBR and two financial investors to upgrade and provide a range of services to the British Army’s garrisons at Aldershot and around the Salisbury Plain in the U.K. We own a 45% interest in Aspire Defence andthat is accounted for within our GS business segment using the equity method of accounting. Prior to January 15, 2018, we held a 50% interest in each of the two joint ventures that provide the construction and related support services to Aspire Defence. The investments are accounted for withinDefence, with the other 50% being owned by Carillion. On January 15, 2018, Carillion entered into compulsory liquidation and was excluded from future business and benefit from its interest in the joint ventures. As a result, KBR assumed operational management and control of these entities. KBR began consolidating the financial results of these entities in its financial statements effective January 15, 2018. On April 18, 2018, we completed the acquisition of Carillion's interests in the subcontracting entities as further discussed in Note 4 to our GS business segment usingconsolidated financial statements.

In 2016, we established the equity method of accounting.

Affinity is a joint venture between KBR andwith Elbit Systems Ltd. to procure, operate and maintain aircraft, and aircraft-related assets over an 18-year contract period, in support of the U.K. Military Flying Training System ("UKMFTS")UKMFTS project. KBR owns a 50% interest in Affinity. In addition,KBR owns a 50% interest in the two joint ventures, Affinity Capital Works and Affinity Flying Services, which provide procurement, operations and management support services under subcontracts with Affinity. The investments are accounted for within our GS business segment using the equity method of accounting.

We are working with JGC, Hatch Associates and Clough Projects Australia for the design, procurement, fabrication, construction, commissioning and testing of the Gorgon Onshore LNG project located on Barrow Island off the northwest coast of Western Australia. We hold a 30% interest in the joint venture which is reported within our E&C business segment and consolidated for financial accounting purposes.

We are working with JGC and Chiyoda for the design, procurement, fabrication, construction, commissioning and testing of the Ichthys Onshore LNG export facility in Darwin, Australia. The project is being executed through two joint ventures in which we own a 30% equity interest. The investments are accounted for within our E&C business segment using the equity method of accounting.

Mantenimiento Marino de Mexico (“MMM”) is a joint venture formed under a Partners Agreement with Grupo R affiliated entities. The Partners Agreement covers five joint venture entities executing Mexican contracts with Petróleos Mexicanos ("PEMEX"). MMM was set up under Mexican maritime law in order to hold navigation permits to operate in Mexican waters. The scope of the business is to render maintenance, repair and restoration services of offshore oil and gas platforms and provisions of quartering in the territorial waters of Mexico. We own a 50% interest in MMM and in each of the four other joint ventures and account for our investment in these entities within our E&C business segment using the equity method of accounting.




Brown & Root Industrial Services is a joint venture with BCPBernhard Capital Partners and offers maintenance services, turnarounds and small capital expenditure projects, primarily in North America. We own a 50% interest in this joint venture and account for this investment within our E&CES business segment using the equity method of accounting.

We have a minority interest in EPIC, in which BCP also holds a controlling interest. We entered into an agreement with EPIC that gives us access to EPIC's pipe fabrication facilities in Louisiana and Texas. We account for our interest in EPIC within our E&C business segment using the equity method of accounting.


Backlog of Unfulfilled Orders


Backlog is our estimate of the U.S. dollar amount of future revenues we expect to realize in the future as a result of performing work on contracts. For projects within our unconsolidated joint ventures, we have included our percentage ownership of the joint venture’s estimated revenues in backlog to provide an indication of future work to be performed. OurThe future revenues we expect to realize as a result of backlog was $10.9$14.6 billion and $12.3$13.5 billion at as of December 31, 20162019 and 20152018, respectively, with approximately 18% and 22%, respectively.respectively, related to work being executed by joint ventures accounted for using the equity method of accounting. We estimate that, as of December 31, 2016, 38%2019, 31% of our backlog will be recognized as revenues within one year.fiscal 2020. For additional information regarding backlog, see our discussion within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II of this Annual Report on Form 10-K.


Contracts


Our contracts are broadly categorized asconsist of fixed-price, cost-reimbursable fixed-price or “hybrid” contracts containing both cost-reimbursable and fixed-price scopesa combination of work.the two. Our fixed-price contracts may include cost escalation and other features that allow for increases in price should certain events occur or conditions change. Change orders on fixed-priceFixed-price contracts are routinely approved astypically subject to change orders if the scope of work scopes changechanges or unforeseen conditions arise resulting in adjustments to ourthe fixed price.

Fixed-price contracts include both lump-sum and unit-rate contracts. Under lump-sum contracts, we perform a defined scope of work for a specified fee to cover all costs and any profit element. Lump-sum contracts entail significant risk to us because they require us to predetermine the work to be performed, the project execution schedule and all the costs associated with the scope of work. Unit-rate contracts are essentially fixed-price contracts with the only variable being units of work to be performed. Although fixed-price contracts involve greater risk than cost-reimbursable contracts, they also are potentially more profitable because the owner/customer pays a premium to transfer project risks to us.



Cost-reimbursable contracts include cost-plus fixed fee, cost-plus fixed rate, and time and materials contracts. Under cost-reimbursable contracts, where the price is generally variable based upon our actual costs incurred for materials, equipment, and for reimbursable labor hours.hours and in some cases, overhead and general and administrative expenses. Profit on cost-reimbursable contracts may be in the form of a fixed amount,fee or a mark-up applied to costs incurred, or a combination of the two. The fee may also be an incentive fee based on performance indicators, milestones or targets. Cost-reimbursable contracts may also provide for a guaranteed maximum price where the total fee plus the total cost cannot exceed an agreed upon guaranteed maximum price. Cost overruns or costs associated with project delays could be our responsibility under such contracts. Cost-reimbursable contracts are generally less risky than fixed-price contracts because the owner/customer retains many of the project risks.


Our GS business segment primarily performs work under cost-reimbursable contracts in the U.S. with the U.S. Department of Defense (“DoD”), U.K. Ministry of Defence ("MoD")DoD and other U.S. governmental agencies that are generally subject to applicable statutes and regulations. If the U.S. government concludes costs charged to a contract are not reimbursable under the terms of the contract or applicable procurement regulations, these costs are disallowed or, if already reimbursed, we may be required to refund the reimbursed amounts to the customer. Such conditions may also include interest and other financial penalties. If performance issues arise under any of our government contracts, the governmentcustomer retains the right to pursue remedies, which could include termination under any affected contract. Generally, our customers have the contractual right to terminate or reduce the amount of work under our contracts at any time. SeeFor more information, see “Item 1A. Risk Factors” for more information contained in Part I of this Annual Report on Form 10-K.


Fixed-price contracts, which include unit-rate contracts (essentially a fixed-price contract with the only variable being units of work to be performed), are for a fixed sum to cover all costs and any profit element for a defined scope of work. Fixed-price contracts entail significant risk to us because they require us to predetermine the work to be performed, the project execution schedule and all the costs associated with the work. Although fixed-price contracts involve greater risk than cost-reimbursable contracts, they also are potentially more profitable since the owner/customer pays a premium to transfer project risks to us.

Also within ourOur GS business segment we participatealso participates in Private Finance Initiatives (“PFIs”)PFI contracts, such as the Aspire DefenseDefence and UKMFTS projects. PFIs are long-term contracts that outsource the responsibility for the construction, procurement, financing, operation and maintenance of government-owned assets to the private sector. These contracts may contain both fixed-price and cost-reimbursable elements. The PFI projects in which KBR participates are all located in the U.K. and Ireland with contractual terms ranging from 15 to 35 years, and involve the provision of services to various types of assets ranging from acquisition and maintenance of major military equipment and housing to transportation infrastructure. Under most of these PFI arrangements,contracts, the primary deliverables of the contracting entity are the initial provisionconstruction or procurement of the asset toassets for the customer and the subsequent provision of operations and maintenance services related to the assetassets once it isthey are transferred and ready for itstheir intended use through the remaining life of the arrangement.use. The amount of reimbursementrenumeration from the customer to the contracting entity is negotiated on each contract and varies depending on the specific terms for each PFI.




Significant Customers


We provide services to a diverse customer base, including:


domestic and foreign governments;
international oil companies and national oil companies;
independent refiners;
petrochemical and fertilizer producers;
developers; and
manufacturers.


WeWithin the past three years, we generated significant revenues from transactions with the U.S. government within our GS business segment from key U.S. government customers including U.S. DoD and with Chevron Corporation ("Chevron") within our E&C business segment, primarilyNASA, and from a major LNG project in Australia which is nearing completion.the U.K government. No other customers represented 10% or more of consolidated revenues in any of the periods presented. The information in the following table has summarized data related tosummarizes our revenues from the U.S. and U.K. government and Chevron.agencies.


Revenues and percent of consolidated revenues attributable to major customers by year:
Years ended December 31,Years ended December 31,
Dollars in millions, except percentage amounts2016 2015 20142019 2018 2017
U.S. government$1,090
 26% $378
 7% $321
 5%
Chevron$105
 2% $523
 10% $1,069
 17%
U.S. government (all agencies)$3,014
 53% $2,610
 53% $1,914
 46%
U.K. government (all agencies)$659
 12% $622
 13% $66
 2%


Information relating to our customer concentration is described in “Item 1A. Risk Factors” contained in Part III of this Annual Report on Form 10-K. Also, see further explanations in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" contained in Part II of this Annual Report on Form 10-K.



Raw Materials and Suppliers


Equipment and materials essential to our business are obtained from a variety of sources throughout the world.global sources. The principal equipment and materials we use in our business are subject to availability and price fluctuations due to customer demand, producer capacity and market conditions. We monitor the availability and price of equipment and materials on a regular basis. Our procurement departmentfunction seeks to leverage our size and buying power to ensure that we have access to key equipment and materials at the best possiblelow prices and ideal delivery schedules. While we do not currently foresee any significant lack of availability of equipment and materials in the near term, the availability of these items may vary significantly from year to year and any prolonged unavailability or significant price increases for equipment and materials necessary to our projects and services could have a material adverse effect on our business. See “Item 1A. Risk Factors” contained in Part I of this Annual Report on Form 10-Kfor10-K for more information.


Intellectual Property


The use of intellectual property generally benefits our TS and ES business segments. We have developed, acquired or otherwise have the right to license leading technologies, including technologies held under license from third parties, used for the production of a variety of petrochemicals and chemicals and in the areas of olefins, refining, fertilizers, coal gasification, semi-submersibles and specialty chemicals. We also license a variety of technologies for the transformation of raw materials into commodity chemicals such as phenol used in the production of consumer end products. In addition, we are a licensor of ammonia process technologies used in the conversion of natural gas to ammonia. We also offer technologies for crystallization and evaporation, as well as concentration and purification of strong inorganic acids. We believe our technology portfolio and experience in the commercial application of these technologies and our related know-how differentiates us, enhances our margins and encourages customers to utilize our broad range of EPC and construction services.


Our rights to make use of technologies licensed to us are governed by written agreements of varying durations, including some with fixed terms that are subject to renewal based on mutual agreement. Generally, each agreement may be further extended and we have historically been able to renew existing agreements before they expire. We expect these and other similar agreements to be extended so long as it is mutually advantageous to both parties at the time of renewal. However, the majority of our license fees tend to result in a one-time payment per agreement rather than ongoing royalty-type payments. For technologies we own, we protect our rights, know-how and trade secrets through patents and confidentiality agreements. Our expenditures for research and development activities were immaterial in each of the past three fiscal years.




Seasonality


Our operations are not generally affected by seasonality. However, weather and natural phenomena can temporarily affect the performance of our services.


Employees


As of December 31, 2016,2019, we had approximately 27,50028,000 employees world-wide,worldwide, of which approximately 10%6% were subject to collective bargaining agreements. Additionally,In addition, our Brown & Root Industrial Services joint venture employsventures employ approximately 9,00010,000 employees. Based upon the geographic diversification of our employees, we believe any risk of loss from employee strikes or other collective actions would not be material to the conduct of our operations taken as a whole.


Worker Health and Safety


We are subject to numerous worker health and safety laws and regulations and value achieving a strong track record of health and safety are fundamental to our culture.regulations. In the U.S., these laws and regulations include the Federal Occupational Safety and Health Act and comparable state legislation, the Mine Safety and Health Administration laws, and safety requirements of the Departments of State, Defense, Energy and Transportation of the U.S. government. We are also subject to similar requirements in other countries in which we have extensive operations, including the U.K. where we are subject to the various regulations enacted by the Health and Safety Act of 1974.


These laws and regulations are frequently changing and it is impossible to predict the effect of such laws and regulations on us in the future. In 2015, we embarked on aOur global Zero Harm initiative in order to reinforcereinforces health, safety, security and environment as key components of the KBR culture and lifestyle.  This initiative incorporates three dynamic components: "Zero Harm",Harm," "24/7" and "Courage to Care"Care," which empower individuals to take responsibility for their health and safety, as well as that of their colleagues. However, we cannot guarantee that our efforts will always be successful and from time to time we may experience accidents or unsafe work conditions may arise. Our project sites often put our employees and others in close proximity with mechanized equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials. Additionally, our employees and others at certain project sites may be exposed to severe weather events or high security risks. We actively seek to maintain a safe, healthy and environmentally friendlysound work place for all of our employees and those who work with us. However,Consequently, we provide some of our services in high-risk locations and may incur substantial costs to maintain the safety and security of our personnel in these locations.



Environmental Regulation


Our business involves the planning, design, program management, construction and construction management, and operations and maintenance at various project sites throughout the world, including oil field and related energy infrastructure construction services, in and around sensitive environmental areas, such as rivers, lakes and wetlands. Our operations may require us to manage, handle, remove, treat, transport and dispose of toxic or hazardous substances, which are subject to stringent and complex laws relating to the protection of the environment and prevention of pollution.


Significant fines, penalties and other sanctions may be imposed for non-compliance with environmental and worker health and safety laws and regulations, and some laws provide for joint and several strict liabilities for remediation of releases of hazardous substances, rendering a person liable for environmental damage, without regard to negligence or fault on the part of such person. These laws and regulations may expose us to liability arising out of the conduct of operations or conditions caused by others, or for our acts that were in compliance with all applicable laws at the time these acts were performed. For example, there are a number of governmental laws that strictly regulate the handling, removal, treatment, transportation and disposal of toxic and hazardous substances, such as the Comprehensive Environmental Response Compensation and Liability Act of 1980, and comparable national and state laws that impose strict, joint and several liabilities for the entire cost of cleanup, without regard to whether a company knew of or caused the release of hazardous substances. In addition, some environmental regulations can impose liability for the entire clean-up uponon owners, operators, generators, transporters and other persons arranging for the treatment or disposal of such hazardous substances costs related to contaminated facilities or project sites. Other environmental laws applicable to our operations and thecustomers' operations of our customers include affecting us include, but are not limited to, the Resource Conservation and Recovery Act, the National Environmental Policy Act, the Clean Air Act, the Clean Water Act, the Occupational Safety and Health Act and the Toxic Substances Control Act as well as other comparable foreign and state laws. Liabilities related to environmental contamination or human exposure to hazardous substances, comparable foreign and state laws or a failure to comply with applicable regulations could result in substantial costs to us, including cleanup costs, fines, and civil or criminal sanctions, third-party claims for property damage, or personal injury or cessation of remediation activities.




Additional information relating to environmental regulations is described in "Item 1A. Risk Factors” contained in Part I of this Annual Report on Form 10-K and in Note 1617 to our consolidated financial statements, and the information discussed therein is incorporated by reference into this Part I, Item 1.statements.


Compliance


ConductingWe prioritize conducting our business with ethics and integrity is a key priority for KBR.integrity. We are subject to numerous compliance-related laws and regulations, including the U.S. Foreign Corrupt Practices Act (the "FCPA"),FCPA, the U.K. Bribery Act, other applicable anti-bribery legislation and laws and regulations regarding trade and exports. We are also governed by our own Code of Business Conduct and other compliance-related corporate policies and procedures that mandate compliance with these laws. Our Code of Business Conduct is a guide for every employee in applying legal and ethical practices to our everyday work. The Code of Business Conduct describes not only our standards of integrity but also some of the specific principles and areas of the law that are most likely to affect our business. We regularly train our employees regarding our Code of Business Conduct and other specific areas including anti-bribery compliance and international trade compliance.

The services we provide to the U.S. federal government are subject to the Federal Acquisition Regulation ("FAR"),FAR, the Truth in Negotiations Act, Cost Accounting Standards ("CAS"),CAS, the Services Contract Act, and DoD security regulations, and many other laws and regulations. These laws and regulations affect how we transact business with our clients and, in some instances, impose additional costs on our business operations. We are also governed by our own Code of Business Conduct (our "Code") and other compliance-related corporate policies and procedures that mandate compliance with these laws. Our Code is a guide for every employee in applying legal and ethical practices to our everyday work. In particular, our Code describes our standards of integrity and relevant principles and areas of law most likely to affect our business. We regularly train our employees regarding our Code and other specific areas including anti-bribery compliance and international trade compliance.


Website Access


Our Annual ReportReports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are made available free of charge on our website at www.kbr.com as soon as reasonably practicable after we have electronically filed the material with, or furnished it to, the U.S. Securities and Exchange Commission (the "SEC"). The public may read and copy any materials we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.SEC. The SEC maintains a website that contains our reports, proxy and information statements and our other information regarding issuers like us that file electronically with the SEC filings. The address of that website isat www.sec.gov. We have posted our Code on our external website, ourlocated at www.kbr.com. Our Code of Business Conduct, which applies to all of our employees and Directors and serves as a code of ethics for our principal executive officer, principal financial officer, principal accounting officer and other persons performing similar functions. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Code applicable to such persons by posting such information on our website at www.kbr.com.



11



Item 1A. Risk Factors


Risks Related to Operations of our Business


Our results of operations depend on the award of new contracts and the timing of the performance of these contracts.


A portion of ourOur revenues isare directly or indirectly derived from new contract awards. Reductions in the number and amounts of new awards, delays in the timing of theanticipated awards or potential cancellations of such prospects as a result of economic conditions, material and equipment pricing and availability or other factors could adversely impact our long-term projected results. It is particularly difficult to predict whether or when we will receive large-scale international and domestic projects as these contracts frequentlyusually involve a lengthy and complex bidding and selection process. This process which iscan be affected by a number of factors such asincluding market conditions as well asand governmental and environmental approvals. SinceBecause a portion of our revenues is generated from such projects, our results of operations and cash flows can fluctuate significantly from quarter to quarter depending on the timing of our contract awards and the commencement or progress of work under awarded contracts. In addition, many of these contracts are subject to financing and similar contingencies and, as a result, we are subject to the risk that the customer will not be able to secure the necessary financing for thea project to proceed.


The uncertainty of our contract award timing can also present difficulties in matching workforce size with contract needs. In some cases, we maintain and bear the cost of a ready workforce that is larger than necessary under existing contracts in anticipationexpectation of future workforce needs for expectedanticipated contract awards. If an expectedanticipated contract award is delayed or not received, we may incur additional costs resulting from reductions in staff or redundancy of facilities whichthat could have a material adverse effect on our business, financial condition and results of operations.



The U.S. government awards its contracts through a rigorous competitive process and our efforts to obtain future contracts from the U.S. government may be unsuccessful.


The U.S. government conducts a rigorous competitive process for awarding most contracts. In the services arena, the U.S. government uses multiple contracting approaches. Historically, omnibus contract vehicles have been used for work that is done on a contingency or as-needed basis. In more predictable “sustainment” environments, contracts may include both fixed-price and cost-reimbursable elements. The U.S. government also favors multiple award task order contracts in which several contractors are selected as eligible bidders for future work. Such processes require successful contractors to continually anticipate customer requirements and develop rapid-response bid and proposal teams as well as maintain supplier relationships and delivery systems to react to emerging needs. In addition, U.S. government procurement practices sometimes emphasize price over qualitative factors, such as technical capability and past performance. As a result of these competitive pricing pressures, our profit margins on future U.S. government contracts may be reduced and may require us to make sustained efforts to reduce costs to remain competitive.

We face rigorous competition and pricing pressures for any additional contract awards from the U.S. government. Many of our existing contracts must be recompeted when their original period of performance ends. Recompetitions represent opportunities for competitors to take market share away from us or for our customers to obtain more favorable terms. We may be required to qualify or continue to qualify under the various multiple award task order contract criteria. Therefore, it may be more difficult for us to win future awards from the U.S. government and we may have other contractors sharing in U.S. government awards that we win. Once a contract is awarded, it may be subject to a lengthy protest process that could result in contract delays, or ultimately, the loss of the contract. As discussed in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report on Form 10-K, the award of the Logistics Civil Augmentation Program ("LOGCAP") V to us in April 2019 by the U.S. Army is currently under protest.

If we are unable to attract and retain a sufficient number of affordable trained engineers, craft labor, and other skilled workers, our ability to pursue projects may be adversely affected and our costs may increase.


Our rate of growth and the success of our business depend upon our ability to attract, develop and retain a sufficient number of affordable trained engineers, craft labor and other skilled workers either through direct hire, subcontracts or acquisition of other firms employing such professionals. The market for these professionals is competitive. If we are unable to attract and retain a sufficient number of skilled personnel, our ability to pursue projects may be adversely affected, the costs of executing our existing and future projects may increase and our financial performance may decline.



Dependence on craft labor,third-party subcontractors and equipment manufacturers could adversely affect our profits.


We rely on local craft labor, third-party subcontractors as well as third partyand equipment manufacturers in order to complete many of our projects. To the extent that we cannot engage qualified craft labor, subcontractors or acquire equipment or materials in the amounts and at the costs originally estimated, our ability to complete a project in a timely fashion or at a profit may be impaired. If the amount we are required to pay for these goods and services exceeds the amount we have estimated in bidding for fixed-price contracts, we could experience losses in the performance of these contracts. Furthermore, certain subcontractors and suppliers, such as those used on our U.S. government contracts, are subject to the same rigorous government requirements that we are and if they are unable to comply with these requirements, there may be limited subcontractors and suppliers available in the market. In addition, if aany subcontractor or a manufacturer is unable to deliver its services, equipment or materials according to the negotiated terms for any reason including, but not limited to, the deterioration of its financial condition, we may be required to purchase the services, equipment or materials from another source at a higher price. This may reduce the profit we expect to realize or result in a loss on a project for which the services, equipment or materials were needed.


Some of our U.S. government work requires KBR and certain of its employees to qualify for and retain a government-issued security clearance.


We currently hold a U.S. government-issued facility security clearanceclearances and certaina large number of our employees have qualified for and hold U.S. government-issued personal security clearances which are necessary in order to qualify for and ultimately perform certain of our U.S. government contracts. Obtaining and maintaining security clearances for employees involves lengthy processes, and it is difficult to identify, recruit and retain employees who already hold security clearances. If our employees are unable to obtain or retain security clearances or if our employees who hold security clearances terminate employment with us and we are unable to find replacements with equivalent security clearances, we may be unable to perform our obligations to customers whose work requires cleared employees, or such customers could terminate their contracts or decide not to renew them upon their expiration. Our facility security clearanceclearances could be marked as "invalid" for several reasons including unapproved foreign ownership, control or influence, mishandling of classified materials, or failure to properly report required activities. An inability to obtain or retain our facility security clearances or engage employees with the required security clearances for a particular contract could disqualify us from bidding for and winning new contracts with security requirements as well as result in the termination of any existing contracts requiring such clearances.


Our use of the percentage-of-completioncost-to-cost method of revenue recognition could result in a reduction or reversal of previously recorded revenues and profits.


A significant portion of our revenues and profits are measured and recognized over time using the percentage-of-completioncost-to-cost method of revenue recognition. Our use of this accounting method results in recognition of revenues and profits over the life of a contract, based generally on the proportion of costs incurred to date to total costs expected to be incurred for the entire project, the ratio of hours performed to date to our estimate of total expected hours at completion, or the physical progress on the project. The effects of revisions to estimated revenues and estimated costs are recorded when the amounts are known or can be reasonably estimated. Such revisionsIn addition, we have recorded significant unapproved change orders and claims against clients as well as estimated recoveries of claims against suppliers and subcontractors that have been included in the estimated profit at completion for certain projects. Revisions to these estimates could occur in any period and their effects could be material. The uncertainties inherent in estimating the progress towards completion or the recoverability of claims of long-term engineering, program management, construction management or construction contracts make it possible for actual revenues and costs to vary materially from our estimates, including reductions or reversals of previously recorded revenues and profits.




We conduct a portion of our engineering and construction operations through joint ventures and partnerships, exposing us to risks and uncertainties, many of which are outside of our control.


We conduct a portion of our EPC operations through large project-specific joint ventures where control may be shared with unaffiliated third parties. As with any joint venture arrangement, differences in views among the joint venture participantspartners may result in delayed decisions or in failures to agree on major issues. We also cannot control the actions of our joint venture partners, including anyfailure to comply with applicable laws or regulations, nonperformance, default or bankruptcy of our joint venture partners, andpartners. Also, we typicallyoften share liabilities on a joint and several basis with our joint venture partners under these arrangements. If our partners do not meet their contractual obligations, the joint venture may be unable to adequately perform and deliver its contracted services, requiring us to make additional investments or perform additional services to ensure the adequate performance and delivery of services to ourthe customer. We could be liable for both our obligations and those of our partners, which may result in reduced profits or, in some cases, significant losses on the project. Additionally, these factors could have a material adverse effect on the business operations of the joint venture and, in turn, our business operations and reputation.



Operating through joint ventures in which we have a minority interest could result in us having limited control over many decisions made with respect to projects and internal controls relating to projects. These joint ventures may not be subject to the same requirements regarding internal controls and internal control reporting thatas we follow.are. As a result, internal control issues may arise, which could have a material adverse effect on our financial condition and results of operations. Additionally, in order to establish or preserve relationships with our joint venture partners, we may agree to risks and contributions of resources that are proportionately greater than the returns we could receive, which could reduce our income and returns on these investments compared to what we may have received if the risks and resources we contributed were always proportionate to our returns.


The nature of our contracts, particularly those that are fixed-price, subjects us to risks associated with cost over-runs,overruns, operating cost inflation and potential claims for liquidated damages.


We conduct our business under various types of contracts where costs must be estimated in advance of our performance. Approximately 16%A portion of the value of our current backlog is attributable to fixed-price contracts where we bear a significant portion of the risk of cost over-runs.overruns. These types of contracts are priced, in part, on cost and scheduling estimates that are based on assumptions including prices and availability of experienced labor, equipment and materials as well as productivity, performance and future economic conditions. If these estimates prove inaccurate, if there are errors or ambiguities as to contract specifications or if circumstances change due to, among other things, unanticipated technical problems, poor project execution, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather delays, changes in the costs of equipment and materials or our suppliers’ or subcontractors’ inability to perform, then cost overruns may occur. We may not be able to obtain compensation for additional work performed or expenses incurred. Additionally, we may be required to pay liquidated damages upon our failure to meet schedule or performance requirements of our contracts. Our failure to accurately estimate the resources and time required for fixed-price contracts or our failure to complete our contractual obligations within thea specified time frame and costs committedor cost estimate could result in reduced profits or, in certain cases, a loss for that contract. If the contract is significant, or we encounter issues that impact multiple contracts, cost overruns could have a material adverse effect on our business, financial condition and results of operations.


See Note 8 to our consolidated financial statements and below under "The nature of our engineering and constructioncommercial business exposes us to potential liability claims and contract disputes whichthat may exceed or be excluded from existing insurance coverage." for further discussion regarding cost increases and related unapproved change orders and claims on the Ichthys LNG Project.

The nature of our hydrocarbons business exposes us to potential liability claims and contract disputes that may exceed or be excluded from existing insurance coverage.


We engage in engineering and construction activities for large facilities where design, construction or systems failures can result in substantial injury or damage to employees or other third parties or delays in completion or commencement of commercial operations, exposing us to legal proceedings, investigations and disputes. The nature of our business results in clients, subcontractors and vendors occasionally presenting claims against us for recovery of costs they incurred in excess of what they expected to incur or for which they believe they are not contractually liable. WhenIf it is determined that we have liability, we may not be covered by insurance or, if covered, the dollar amount of these liabilities may exceed our policy limits. Our professional liability coverage is on a “claims-made” basis covering only claims actually made during the policy period currently in effect. In addition, even where insurance is maintained for such exposures, the policies have deductibles, which result in our assumption of exposure for a layer of coverage with respect to any such claims. Any liability not covered by our insurance, in excess of our insurance limits or if covered by insurance but subject to a high deductible, could result in a significant loss for us, which may reduce our profits and cash available for operations.




We occasionally bring claims against project owners for additional costs exceeding the contract price or for amounts not included in the original contract price. These types of claims occur due to matters such as owner-caused delays or changes from the initial project scope whichthat may result in additional direct and indirect costs. Often these claims can be the subject of lengthy negotiations, arbitration or litigation proceedings, and it is difficult to accurately predict when these claims will be fully resolved. When these types of events occur and unresolved claims are pending, we may invest significant working capital in projects to cover cost overruns pending the resolution of the relevant claims. A failure to fully or promptly recover on these types of claims could have a material adverse impact on our liquidity and financial results.

For example, we executed a project as a partner in the JKC joint venture with JGC and Chiyoda, on a joint and several basis, for the design, procurement, fabrication, construction, commissioning and testing of the Ichthys Onshore LNG export facility in Darwin, Australia. As further discussed in Notes 8 and 12 to our consolidated financial statements, the project experienced significant cost increases associated with a variety of issues related to changes to the scope of work, delays and lower than planned subcontractor productivity. These issues resulted in significant unapproved change orders and claims against the client as well as estimated recoveries of claims against suppliers and subcontractors that have been included in the project estimates-at-completion. Additionally, we funded JKC for our proportionate share of the working capital requirements to complete the project. JKC's current estimates for the unapproved change orders and claims against the client and estimated recoveries of claims against suppliers and subcontractors may prove inaccurate and potentially result in refunds to the client for amounts previously paid to the joint venture or the inability of the joint venture to recover additional costs from its suppliers and subcontractors. We have letters of credit outstanding in support of performance and warranty guarantees that may be called by the client under certain events. To


the extent these letters of credit are called by the client, we would be required to use available cash to repay our lenders and could also be required to cash collateralize the remaining balance of outstanding letters of credit. Any of these events could result in material changes to the estimated revenue, costs and profits at completion on the project and adversely affect our financial condition, results of operations and cash flows.

Our U.S. government contract work is regularly reviewed and audited by our customer, U.S. government auditors and others, and these reviews can lead to withholding or delay of payments to us, non-receipt of award fees, legal actions, fines, penalties and liabilities and other remedies against us.


U.S. government contracts are subject to specific regulations such as the FAR, the Truth in Negotiations Act, CAS, the Service Contract Act and DoD security regulations. Failure to comply with any of these regulations, requirements or statutes may result in contract price adjustments, financial penalties or contract termination. Our U.S. government contracts are subject to audits, cost reviews and investigations by U.S. government contracting oversight agencies such as the Defense Contract Audit Agency (the "DCAA").DCAA. The DCAA reviews the adequacy of, and our compliance with, our internal control systems and policies, including our labor, billing, accounting, purchasing, property, estimating, compensation and management information systems. The DCAA has the authority to conduct audits and reviews to determine if KBR iswe are complying with the requirements under the FAR and CAS, pertaining to the allocation, period assignment and allowability of costs assigned to U.S. government contracts. The DCAA presents its report findings to the Defense Contract Management Agency ("DCMA").DCMA. Should the DCMA determine that we have not complied with the terms of our contract andor applicable statutes and regulations, payments to us may be disallowed, which could result in adjustments to previously reported revenues and refunding of previously collected cash proceeds. Additionally, we may be subject to qui tam litigation brought by private individuals on behalf of the U.S. government under the Federal False Claims Act, which could include claims for treble damages. These suits may remain under seal (and hence, be unknown to us) for some time while the U.S. government decides whether to intervene on behalf of the qui tam plaintiff.


Given the demands of working for the U.S. government, we may have disagreements or experience performance issues. When performance issues arise under any of our U.S. government contracts, the U.S. government retains the right to pursue remedies, which could include termination under any affected contract. If any contract were so terminated, our ability to secure future contracts could be adversely affected. Other remedies that could be sought by our U.S. government customers for any improper activities or performance issues include sanctions such as forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with the U.S. government. Further, the negative publicity that could arise from disagreements with our customers or sanctions as a result thereof could have an adverse effect on our reputation in the industry, reduce our ability to compete for new contracts and may also have a material adverse effect on our business, financial condition, results of operations and cash flows.


International and political events may adversely affect our operations.


A portion of our revenues is derived from foreign operations, which exposes us to risks inherent in doing business in each of the countries where we transact business. The occurrence of any of the risks described below could have a material adverse effect on our business operations and financial performance. With respect to any particular country, these risks may include, but not be limited to:


expropriation and nationalization of our assets in that country;
political and economic instability;
civil unrest, acts of terrorism, war or other armed conflict;
currency fluctuations, devaluations and conversion restrictions;
confiscatory taxation or other adverse tax policies; or
governmental activities or judicial actions that limit or disrupt markets, restrict payments, limit the movement of funds, result in the deprivation of contract rights or result in the inability for us to obtain or retain licenses required for operation.operation; or

increased polarization of political parties, in the U.S. and abroad, which may lead to more volatility in government spending or other developments such as trade wars or changes in military priorities.

Due to the unsettled political conditions in many oil-producing countries and other countries where we provide governmental logistical support, our financial performance is subject to the adverse consequences of war, the effects of terrorism, civil unrest, strikes, currency controls and governmental actions. Our operations are conducted in areas that have significant political risk. In addition, military action or unrest in such locations could restrict the supply of oil and gas, disrupt our operations in such locations and elsewhere and increase our costs related to security worldwide.





The transition period resulting from the Referendum of the United Kingdom's Membership of the European Union could adversely affect our revenuesbusiness and results of operations.


TheOn June 23, 2016, referendum by the British voters to exitvoted on a referendum in favor of exiting the European Union, ("Brexit")known as Brexit. The U.K. formally exited the European Union on January 31, 2020, and is currently in a transition period, during which the U.K. will continue to remain in the European Union as it negotiates separate trade deals with the European Union and other countries. The effects of Brexit will depend on any agreements the U.K. makes to retain access to European Union markets either during a transitional period or more permanently. Brexit could adversely impactedaffect U.K., European and worldwide economic and market conditions, could contribute to instability in some global financial and foreign exchange markets, including currencies, and resultedcontinued volatility in the weakeningvalue of the British pound against other currencies. A weaker British pound compared tosterling or otherwise adversely affect trading agreements or similar cross-border cooperation arrangements (whether economic, tax, legal, regulatory or otherwise) beyond the U.S. dollar during a reporting period causes localdate of Brexit. Volatility in currency results of our U.K. operations and contracts, denominated in the British pound sterling, to be translated into fewer U.S. dollars. This mainlyexchange rates primarily impacts the U.K. portion of our GS business segment where both revenues and costs tend to be denominated in British pounds. Volatility in exchange rates may continue asBrexit could also disrupt the free movement of goods, services and people between the U.K. negotiates its exit fromand the European Union. InUnion, and result in increased legal and regulatory complexities, as well as potential higher costs of conducting business in Europe. These developments, or the longer term,perception that any impact from Brexit on our international operations will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations andthem could occur, may adversely affect our revenuesrelationships with our existing and future customers, suppliers, employees, and subcontractors, or otherwise have an adverse impact on our business, financial condition and results of operations.


Changes in ourOur effective tax rate and tax positions may vary.


        We are subject to income taxes in the U.S. and numerous foreign jurisdictions, many of which are developing countries.jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and a change in tax laws, treaties or regulations, or their interpretation, in any country in which we operate could result in a higher tax ratetaxes on our earnings, which could have a material impact on our earnings and cash flows from operations. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are audited by various U.S. and foreign tax authorities in the ordinary course of business, and our tax estimates and tax positions could be materially affected by many factors including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and related interpretations, our global mix of earnings, the realizability of deferred tax assets and changes in uncertain tax positions. A significant increase in our tax raterates could have a material adverse effect on our profitability and liquidity.


We work in international locations where there are high security risks, which could result in harm to our employees and contractors or substantial costs.


Some of our services are performed in high-risk locations, including but not limited to, Iraq, Afghanistan and certain parts of Africa and the Middle East, where the country or surrounding area is suffering from political, social or economic issues, war or civil unrest. In those locations where we have employees or operations, we have and may continue to incur substantial costs to maintain the safety of our personnel. Despite these precautions, we have suffered the loss of employees and contractors in the past that has resulted in claims and litigation. In the future, the safety of our personnel in these and other locations may continue to be at risk, exposing us to the potential loss of additional employees and contractors that could lead to future claims and litigation.


We ship a significant amount of cargo using seagoing vessels, exposing us to certain maritime risks.


We execute different projects in remote locations around the world and procure equipment and materials on a global basis. Depending on the type of contract, location, nature of the work and the sourcing of equipment and materials, we may charter seagoing vessels under time and bareboat charter arrangements and assume certain risks typical of those agreements. Such risks may include damage to the ship, liability for cargo and liability whichthat charterers and vessel operators have to third parties “at law.” In addition, we ship a significant amount of cargo and are subject to hazards of the shipping and transportation industry.



Demand for our services provided under government contracts are directly affected by spending by our customers.


We derive a portion of our revenues from contracts with agencies and departments of the U.S., U.K. and Australia governments, which is directly affected by changes in government spending and availability of adequate funding. Additionally, government regulations generally include the right for government agencies to modify, delay, curtail, renegotiate or terminate contracts at their convenience any time prior to their completion. As a significant government contractor, our financial performance is affected by the allocation and prioritization of government spending. Factors that could affect current and future government spending include:


policy or spending changes implemented by the current administration, defense department or other government agencies;
failure to pass budget appropriations, continuing funding resolutions or other budgetary decisions;
changes, delays or cancellations of government programs or requirements;
adoption of new laws or regulations that affect companies providing services to the governments;
curtailment of the governments’ outsourcing of services to private contractors; or
the level of political instability due to war, conflict or natural disasters.




We face uncertainty with respect to our government contracts due to the fiscal, and economic and budgetary challenges facing our customers. Potential contract cancellations,delays, modifications or terminations may arise from resolution of these issues and could cause our revenues, profits and cash flows to be lower than our current projections. The loss of work we perform for governments or decreases in governmental spending and outsourcing could have a material adverse effect on our business, results of operations and cash flows.

Crude oil and natural gas prices are extremely volatile. A decline in the price of oil and natural gas could adversely affect our results of operations.

Current global economic conditions, including oil and gas price volatility, have reduced and continue to negatively impact our customers' willingness and ability to fund their projects. These conditions reduce customer's revenues and earnings and make it difficult for our customers to accurately forecast and plan future business trends and activities, thereby causing our clients to slow or curtail spending on our services, or seek contract terms more favorable to them.

Our revenues are dependent on capital expenditures for LNG, refining and distribution facilities and other investments by oil and gas companies.  The demand for these facilities and the ability of our customers to obtain capital on attractive terms to finance these projects is also substantially dependent upon crude oil and natural gas prices. These commodities are subject to large fluctuations in response to changes in supply and demand, market uncertainty and a variety of other factors that are beyond our control. Demand for the services we provide could significantly decrease in the event of a sustained reduction in demand for crude oil or natural gas, or a decline in oil and gas prices. Oil and gas companies (our customers) have reduced or deferred their major expenditures due to declines in crude oil and natural gas prices and other market uncertainties. 


Demand for our hydrocarbons services and technologies depends on demand and capital spending by customers in their target markets, many of which are cyclical in nature.


Demand for many of our services in our commodity-based markets depends on capital spending by oil and natural gas companies, including national and international oil companies, and by industrial companies, which is directly affected by trends in oil, natural gas and commodities prices. Market prices for oil, natural gas and commodities have significantly declined in recent years reducing the revenues and earnings of our customers. As a result, several leading internationalThese market conditions make it difficult for our customers to accurately forecast and national oil companies have reduced capital expenditures. Capital expenditures for refiningplan future business trends and distribution facilities by large oil and gas companiesactivities that in turn could have a significant impact on the activity levels of our businesses. Demand for LNG and other facilities for which we provide services could decrease in the event of a sustained reduction in the price and demand for crude oil or natural gas. Perceptions of longer-term lower oil and natural gas prices by oil and gas companies or longer-term higher material and contractor prices impacting facility costs can similarly reduce or defer major expenditures given the long-term nature of many large-scale projects. Prices of oil, natural gas and commodities are subject to large fluctuations in response to relatively minor changes in supply and demand, market uncertainty and a variety of other factors that are beyond our control. Factors affecting the prices of oil, natural gas and other commodities include, but are not limited to:


worldwide or regional political, social or civil unrest, military action and economic conditions;
the level of global demand for oil, natural gas, and industrial services;services (e.g., the reduced demand following the recent coronavirus outbreaks);
governmental regulations or policies, including the policies of governments regarding the use of energy and the exploration for and production and development of their oil and natural gas reserves;
a reduction in energy demand as a result of energy taxation or a change in consumer spending patterns;
global economic growth or decline;
the global level of oil and natural gas production;
global weather conditions and natural disasters;
oil refining capacity;
shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
potential acceleration of the development and expanded use of alternative fuels;
environmental regulation, including limitations on fossil fuel consumption based on concerns about its relationship to climate change; and
reduction in demand for the commodity-based markets in which we operate.





Our backlog of unfilled orders is subject to unexpected adjustments and cancellations and, therefore, may not be a reliable indicator of our future revenues or earnings.


As of December 31, 2016, our2019, the future revenues we expect to realize as a result of backlog was approximately $10.9$14.6 billion. We cannot guarantee that the revenues projected in our backlog will be realized or that the projects will be profitable. Many of our contracts are subject to cancellation, termination or suspension at the discretion of the customer. From time to time, changes in project scope may occur with respect to contracts reflected in our backlog and could reduce the dollar amount of our backlog andor the timing of the revenues and profits that we actuallyultimately earn. Projects may remain in our backlog for an extended period of time because of the nature of the project and the timing of the particular services or equipment required by the project. Delays, suspensions, cancellations, payment defaults, scope changes and poor project execution could materially reduce or eliminate profits that we actually realize from projects in backlog. We cannot predict the impact that future economic conditions may have on our backlog, which could include a diminished ability to replace backlog once projects are completed or could result in the termination, modification or suspension of projects currently in our backlog. Such developments could have a material adverse effect on our financial condition, results of operations and cash flows.


Intense competition could reduce our market share and profits.


We serve markets that are global and highly competitive and in which a large number of multinational companies compete. These highly competitive markets require substantial resources and capital investment in equipment, technology and skilled personnel. Our projects are frequently awarded through a competitive bidding process, which is standard in the industries in which we compete in.compete. We are constantly competing for project awards based on pricing, schedule and the breadth and technical sophistication of our services. Any increase in competition or reduction in our competitive capabilities could have a material adverse effect on the margins we generate from our projects as well as our ability to maintain or increase market share.

The U.S. government awards its contracts through a rigorous competitive process and our efforts to obtain future contracts from the U.S. government may be unsuccessful.

The U.S. government conducts a rigorous competitive process for awarding most contracts. In the services arena, the U.S. government uses multiple contracting approaches. Historically, omnibus contract vehicles have been used for work that is done on a contingency or as-needed basis. In more predictable “sustainment” environments, contracts may include both fixed-price and cost-reimbursable elements. The U.S. government has also favored multiple award task order contracts in which several contractors are selected as eligible bidders for future work. Such processes require successful contractors to continually anticipate customer requirements and develop rapid-response bid and proposal teams as well as have supplier relationships and delivery systems in place to react to emerging needs. We face rigorous competition and pricing pressures for any additional contract awards from the U.S. government, and we may be required to qualify or continue to qualify under the various multiple award task order contract criteria. It may be more difficult for us to win future awards from the U.S. government and we may have other contractors sharing in any U.S. government awards that we win. In addition, negative publicity regarding findings stemming from audits by the DCAA, congressional investigations and litigation may adversely affect our ability to obtain future awards.


A portion of our revenues is generated by large, recurring business from certain significant customers. A loss, cancellation or delay in projects by our significant customers in the future could negatively affect our revenues.


While we provide services to a diverse customer base, including international and national oil and gas companies, independent refiners, petrochemical producers, fertilizer producers and domestic and foreign governments, aA considerable percentage of our revenues, particularly in our GS business segment, is generated from transactions with certain significant customers. Revenues from the U.S. government represented 26%53% of our total consolidated revenues for the year ended December 31, 2016.2019. The loss of one or more of our significant customers, or the cancellation or delay in their projects, could adversely affect our revenues and results of operations.




If we are unable to enforce our intellectual property rights, or if our intellectual property rights become obsolete, our competitive position could be adversely impacted.


We utilize a variety of intellectual property rights in providing services to our customers. We view our portfolio of process and design technologies as one of our competitive strengths and we use it as part of our efforts to differentiate our service offerings. We may not be able to successfully preserve these intellectual property rights in the future, and these rights could be invalidated, circumvented, challenged or infringed upon. In addition, the laws of some foreign countries in which our services may be sold do not protect intellectual property rights to the same extent as the laws of the U.S. Since weWe also license technologies from third parties and there is a risk that our relationships with licensors may terminate, expire or be interrupted or harmed. In some, but not all cases, we may be able to obtain the necessary intellectual property rights from alternative sources. If we are unable to protect and maintain our intellectual property rights, or if there are any successful intellectual property challenges or infringement proceedings against us, our ability to differentiate our service offerings could diminish. In addition, if our intellectual property rights or work processes become obsolete, we may not be able to differentiate our service offerings and some of our competitors may be able to offer more attractive services to our customers. As a result, our business and financial performance could be materially and adversely affected.



Our current business strategy includes the possibilityconsideration of business acquisitions, which may present certain risks and uncertainties.


We may seek business acquisitions as a means of broadening our offerings and capturing additional market opportunities by our business segments and we may be exposed to certain additional risks resulting from these activities. These risks include, but are not limited to the following:


valuation methodologies may not accurately capture the value proposition;
future completed acquisitions may not be effectively integrated within our operations, with the efficiency and effectiveness initially expected, resulting in a potentially significant detriment to the associated product/service line financial results and posing additional risks to our operations as a whole;
we may have difficulty managing our growth or we may not achieve the expected growth from acquisition activities;
key personnel within an acquired organization may resign from their related positions resulting in a significant loss to our strategic and operational efficiency associated with the acquired company;
the effectiveness of our daily operations may be reduced by the redirection of employees and other resources to acquisition activities;
we may assume liabilities of an acquired business (e.g. litigation, tax liabilities, contingent liabilities, environmental issues), including liabilities that were unknown at the time of the acquisition, that pose future risks to our working capital needs, cash flows and the profitability of related operations;
we may assume unprofitable projects that pose future risks to our working capital needs, cash flows and the profitability of related operations;
business acquisitions may include substantial transactional costs to complete the acquisition that exceed the estimated financial and operational benefits; or
future acquisitions may require us to obtain additional equity or debt financing, which may not be available on attractive terms, if at all. Moreover, to the extent an acquisition results in additional goodwill, it will reduce our tangible net worth, which might have an adverse effect on our credit capacity.


We rely on information technology ("IT") systems to conduct our business, and disruption, failure or security breaches of these systems could adversely affect our business and results of operations.


We rely heavily on ITutilize, develop, install and maintain a number of information technology systems both for us and for our customers. These activities may involve substantial risks to our ongoing business processes including, but not limited to, accurate and timely customer invoicing, employee payroll processing, vendor payment processing and financial reporting. If these implementation activities are not executed successfully or if we encounter significant delays in orderour implementation efforts, we could experience interruptions to achieve our business objectives.processes. Under certain contracts with the U.S. government subject to the FAR and CAS, the adequacy of our business processes and related systems could be called into question. Such events could have a material adverse impact on our business, financial condition, results of operations and cash flows.

  Various privacy and security laws require us to protect sensitive and confidential information from disclosure. In addition, we are bound by our client and other contracts, as well as our own business practices, to protect our and certain third party confidential and proprietary information from disclosure. We also rely upon industry accepted security measures and technology to secure such confidential and proprietary information maintained on our IT systems.  However, our portfolio of hardware and software products, solutions and services and information contained within our enterprise IT systems may be vulnerable to damage or disruption caused by circumstances beyond our control such as catastrophic events, cyber-attacks,cyberattacks, other malicious activities from unauthorized employees or third parties, power outages, natural disasters, computer system or network failures, or computer viruses.  The failure of our IT systems to perform as anticipated for any reason could disrupt our business and result in decreased performance, significant remediation costs, transaction errors, loss of data (e.g., personally identifiable information), processing inefficiencies, downtime, litigation and the loss of suppliers or customers. We have experienced security threats in the past, none of which we considered to be significant to our business or results of operations, but futureAny significant disruptions or failures could damage our reputation or have a material adverse effect on our business operations, financial performance and financial condition.





An impairment of all or part of our goodwill or our intangible assets could have a material adverse impact on our net earnings and net worth.


As of December 31, 2016,2019, we had $959 million$1.3 billion of goodwill and $248$495 million of intangible assets recorded on our consolidated balance sheets. Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. If our market capitalization drops significantly below the amount of net equity recorded on our balance sheets, it might indicate a decline in our fair value and would require us to further evaluate whether our goodwill has been impaired. We perform an annual and an interim analysis as appropriate, of our goodwill on October 1 to determine if it has become impaired. TheWe perform an interim analysis requires us to make assumptionsdetermine if our goodwill has become impaired if events occur or circumstances change that would more likely than not reduce our enterprise fair value below its book value. These events or circumstances could include a significant change in estimatesthe business climate, including a significant sustained decline in a reporting unit’s market value, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of our business, potential government actions toward our facilities and various other factors. If the fair value of oura reporting units. If actual results are significantly different from the estimates,unit is less than its carrying value, we maycould be required to write down the impaired portion of goodwill.record an impairment charge. An impairment of all or a part of our goodwill or intangible assets could have a material adverse effect on our net earnings and net worth.

Our reorganization activities may not achieve the results we expect, which could materially and adversely affect our results For a further discussion of operations and financial condition.

In 2014, we announced and implemented reorganization activities, which included the decision to no longer bid on certain types of work and exit certain non-strategic businesses. This decision resulted in a significant reduction in our forecasts of future cash flows for three of our previous reporting units and triggered a goodwill impairment test. There can be no assurance thattesting, see "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" below and Note 11 to our reorganization activities will produce the long-term benefits we anticipate.consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.


Risks Related to Governmental Regulations and Law


We could be adversely impacted if we fail to comply with international export and domestic laws, which are the subject of rigorous enforcementrigorously enforced by the U.S. government.


To the extent that we export products, technical data and services outside of the U.S., we are subject to laws and regulations governing trade and exports, including, but not limited to, the International Traffic in Arms Regulations, the Export Administration Regulations and trade sanctions against embargoed countries, which are administered by the Office of Foreign Asset Control within the Department of the Treasury. A failure to comply with these laws and regulations could result in civil or criminal sanctions, including the imposition of fines upon us as well as the denial of export privileges and debarment from participation in U.S. government contracts. U.S. government contract violations could result in the imposition of civil and criminal penalties or sanctions, contract termination, forfeiture of profit or suspension of payment, any of which could make us loseresult in losing our status as an eligible U.S. government contractor and cause us to suffer serious reputational harm, to our reputation. Any suspension or termination of our U.S. government contractor statusand which could have a material adverse effect on our business, financial condition or results of operations.


We are subject to anti-bribery laws in the U.S. and other jurisdictions, violations of which could include suspension or debarment of our ability to contract with the U.S. state or local governments, U.S. government agencies or the U.K. MoD, third-party claims, loss of customers, adverse financial impact, damage to reputation and adverse consequences on financing for current or future projects.


The FCPA, the U.K. Bribery Act and similar anti-bribery laws ("Anti-bribery Laws") in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Our policies mandate compliance with these Anti-bribery Laws. We operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with Anti-bribery Laws may conflict with local customs and practices. We train our staff concerning Anti-bribery Laws and we also inform our partners, subcontractors, agents and other third parties who work for us or on our behalf that they must comply with the requirements of these Anti-bribery Laws. We also have procedures and controls in place to monitor internal and external compliance. We cannot provide complete assurance that our internal controls and procedures will always protect us from the reckless or criminal acts committed by our employees or third parties working on our behalf. If we are found to be liable for violations of these laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from criminal or civil penalties or other sanctions, which could have a material adverse effect on our business.





OurCertain of our work sites are inherently dangerous and we are subject to various environmental and worker health and safety laws and regulations. If we fail to maintain safe work sites or to comply with these laws and regulations, we may incur significant costs and penalties that could have a material adverse effect on our business, financial condition, results of operations and cash flows.


OurCertain work sites often expose our employees and others to chemical and manufacturing processes, large pieces of mechanized equipment, and moving vehicles. Additionally, our employees and others at certain project sites may be exposed to severe weather events or high security risks. Failure to implement effective safety procedures may result in injury, disability or loss of life to these parties. In addition, the projects may be delayed and we may be exposed to litigation or investigations.


Our operations are subject to a variety of environmental, worker health and safety laws and regulations governing the generation, management and use of regulated materials, the discharge of materials into the environment, the remediation of environmental contamination associated with the release of hazardous substances and human health and safety. Violations of these laws and regulations can cause significant delays and additional costs to a project. When we perform our services, our personnel and equipment may be exposed to radioactive and hazardous materials and conditions. We may be subject to claims alleging personal injury, property damage or natural resource damages by employees, customers and third parties as a result of alleged exposure to or contamination by hazardous substances. In addition, we may be subject to fines, penalties or other liabilities arising under environmental and employee safety laws. A claim, if not covered by insurance at all or only partially, could have a material adverse impact on our financial condition, results of operations and cash flows. In addition, more stringent regulation of our customerscustomers' operations with respect to the protection of the environment could also adversely affect their operations and reduce demand for our services.


Various U.S. federal, state and local andas well as foreign environmental laws and regulations may impose liability for property damage and costs of investigation and cleanup of hazardous or toxic substances on property currently or previously owned by us or arising out of our waste management or environmental remediation activities. These laws may impose responsibility and liability without regard to knowledge or causation of the presence of contaminants. The liability under these laws ismay be joint and several. The ongoing costs of complying with existing environmental laws and regulations could be substantial and have a material adverse impact on our financial condition, results of operations and cash flows. Changes in the environmental laws and regulations, remediation obligations, enforcement actions, stricter interpretations of existing requirements, future discovery of contamination or claims for damages to persons, property, natural resources or the environment could result in material costs and liabilities that we currently do not anticipate.


We may be affected by market or regulatory responses to changes in societal views on climate change.change or other environmental matters.


        Continued attention to issues concerning climate change or other environmental matters (e.g., the use of commodity plastics) may result in the imposition of additional environmental regulations that seek to restrict, or otherwise impose limitations or costs upon, the emission of greenhouse gases. International agreements and national, regional and state legislation and regulatory measures or other restrictions on emissions of greenhouse gases could affect our clients, including those who are involved in the exploration, production or refining of fossil fuels, emit greenhouse gases through the combustion of fossil fuels, or emit greenhouse gases through the mining, manufacture, utilization or production of materials or goods. Such legislation or restrictions could increase the costs of projects for us and our clients or, in some cases, prevent a project from going forward, thereby potentially reducing the need for our services whichthat could in turn have a material adverse effect on our operations and financial condition. We cannot predict when or whether any of these various legislative and regulatory proposals may become law or what their effect will be on us and our customers.


Risks Related to Financial Conditions and Markets


Current or future economic conditions in the credit markets may negatively affect the ability to operate our or our customers’ businesses, finance working capital, implement our acquisition strategy and access our cash and short-term investments.


We finance our business using cash provided by operations, but also depend on the availability of credit, including letters of credit and surety bonds. Our ability to obtain capital or financing on satisfactory terms will depend in part upon prevailing market conditions as well as our operating results. If adequate credit or funding is not available, or is not available on terms satisfactory to us, there could be a material adverse effect on our business and financial performance.


Disruptions of the capital markets could also adversely affect our clients’ ability to finance projects and could result in contract cancellations or suspensions, project delays and payment delays or defaults by our clients. In addition, clients may be unable to fund new projects, may choose to make fewer capital expenditures or otherwise slow their spending on our services or


to seek contract terms more favorable to them. Our government clients may face budget deficits that prohibit them from funding proposed and existing projects or that cause them to exercise their right to terminate our contracts with little or no prior notice.


Furthermore, any financial difficulties suffered by our subcontractors or suppliers could increase our cost or adversely impact project schedules. These disruptions could materially impact our backlog and financial performance.


In addition, we are subject to the risk that the counterparties to our Credit Agreement (as defined below)Revolver and PLOC may be unable to meet their contractual obligations to us if they suffer catastrophic demands on their liquidity. We also routinely enter into contracts with counterparties, including vendors, suppliers and subcontractors that may be negatively affected by events in the capital markets. If those counterparties are unable to perform their obligations to us or our clients, we may be required to provide additional services or make alternate arrangements on less favorable terms with other parties to ensure adequate performance and delivery of service to our clients. These circumstances could also lead to disputes and litigation with our partners or clients, which could have a material adverse effect on our reputation, business, financial condition and results of operations.


Furthermore, our cash balances and short-term investments are maintained in accounts held at major banks and financial institutions located primarily in North America, the U.K. and Australia. Deposits are in amounts that exceed available insurance. Although none of the financial institutions in which we hold our cash and investments have gone into bankruptcy, been forced into receivership or have been seized by their governments, there is a risk that this may occur in the future. If this were to occur, we would be at risk of not being able to access our cash and investments, which may result in a temporary decrease in liquidity crisis that could impede our ability to fund operations.


We may change our dividend policy in the future.

We have maintained a regular cash dividend program since 2007. We anticipate continuing to pay quarterly dividends during 2020. However, any future payment of dividends, including the timing and amount of any such dividends, is at the discretion of our Board of Directors and may depend upon our earnings, liquidity, financial condition, alternate capital deployment opportunities or any other factors that our Board of Directors considers relevant. A change in our regular cash dividend program could have an adverse effect on the market price of our common stock.

We may be unable to obtain new contract awards if we are unable to provide our customers with letters of credit, surety bonds or other credit enhancements.


Customers may require us to provide credit enhancements, including letters of credit, bank guarantees or surety bonds. We are often required to provide performance guarantees to customers to indemnify the customer should we fail to perform our obligations under the contract. Failure to provide the required credit enhancements on terms required by a customer may result in an inability to bid, win or comply with the contract. Historically, we have had adequate letters of credit capacity but such capacity beyond our Senior Credit AgreementFacility is generally at the provider’s sole discretion. Due to events that affect the banking and insurance markets generally, letters of credit or surety bonds may be difficult to obtain or may only be available at significant cost. Moreover, many projects are often very large and complex, which often necessitates the use of a joint venture, often with a market competitor, to bid on and perform the contract. However, enteringEntering into joint ventures or partnerships exposes us to the credit and performance risk of third parties, many of whom may not be financially strong.strong or may encounter financial difficulties. If our joint ventures or partners fail to perform, we could suffer negative results.may be required to complete the project activities. In addition, future projects may require us to obtain letters of credit that extend beyond the term of our currentSenior Credit Agreement.Facility. Any inability to bid for or win new contracts due to the failure of obtaining adequate letters of credit, surety bonding or other customary credit enhancements could have a material adverse effect on our business prospects and future revenues.


Our Senior Credit AgreementFacility imposes restrictions that limit our operating flexibility and may result in additional expenses, and this credit agreementthese facilities may not be available if financial covenants are violated or if an event of default occurs.


Our Senior Credit Agreement providesFacility includes a $500 million revolving credit line upfacility and a $500 million performance letter of credit facility, both maturing in April 2023 (see Note 14 to $1 billion and maturesour consolidated financial statements for discussion of subsequent events related to our Senior Credit Facility in September 2020 (our "Credit Agreement")2020). It contains a number of covenants restricting, among other things, our ability to incur liens and indebtedness, sell assets, repurchase our equity shares and make certain types of investments. We are also subject to certain financial covenants, including maintenance of a maximum ratio of consolidated debt to consolidated EBITDAleverage ratio and a minimum consolidated net worth, allinterest coverage ratio as defined in the Senior Credit Agreement.Facility agreement.


A breach of any covenant or our inability to comply with the required financial ratios could result in a default under our Senior Credit Agreement,Facility, and we can provide no assurance that we will be able to obtain the necessary waivers or amendments from our lenders to remedy a default. In the event of any default not cured or waived, the lenders are not obligated to provide funding or issue letters of credit and could elect to require us to apply available cash to collateralize any outstanding letters of credit and


declare any outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable, thus requiring us to apply available cash to repay any borrowings then outstanding. If we are unable to cash collateralize our letters of credit or repay borrowings with respect to our Senior Credit AgreementFacility when due, our lenders could proceed against the guarantees of our major domestic subsidiaries. If any future indebtedness under our Senior Credit AgreementFacility is accelerated, we can provide no assurance that our assets would be sufficient to repay such indebtedness in full.



Additionally, LIBOR and certain other interest "benchmarks" may be subject to regulatory guidance or reform that could cause interest rates under our Senior Credit Facility, our current derivative contracts or future contracts not yet contemplated to perform differently than in the past or cause other unanticipated consequences. The U.K.'s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop requiring banks to submit LIBOR rates after 2021 which will effectively end the usefulness of LIBOR and may end its publication. If LIBOR ceases to exist or if new methods of calculating LIBOR do not evolve, interest rates on our current or future debt obligations may be adversely affected and our available liquidity and cash flows could be negatively impacted.


Our debt levels have increasedindebtedness and the associated covenants could materially adversely affect our ability to obtain additional financing, including for acquisitions and capital expenditures, limit our flexibility to manage our business, prevent us from fulfilling our financial obligations and restrict our use of capital.

We had approximately $1.2 billion of indebtedness outstanding as a result of December 31, 2019 under our recent acquisitions.

Our increased debt levelsSenior Credit Facility and related debt service obligationsSenior Notes which could have negative consequences including:to us, including, but not limited to:


requiring us to dedicate cash flow from operations to the repayment of debt, interest and other related amounts, which reduces the funds we have available for other purposes, such as working capital, capital expenditures, acquisitions, payment of dividends and share repurchase programs;
making it more difficult or expensive for us to obtain any necessary future financing for working capital, capital expenditures, debt service requirements, debt refinancing, acquisitions or other purposes;
reducing our flexibility in planning for or reacting to changes in our industry and market conditions;
causing us to be more vulnerable in the event of a downturn in our business;
exposing us to increased interest rate risk given that a portion of our debt obligations are at variable interest rates; and
increasing our risk of a covenant violation under our Senior Credit Agreement.Facility.


Provisions in our charter documents, Delaware law and our Senior Credit AgreementFacility may inhibit a takeover or impact operational control whichthat could adversely affect the value of our common stock.


Our certificate of incorporation and bylaws, as well as Delaware corporate law, contain provisions that could delay or prevent a change of control or changes in our management that a stockholder might consider favorable. These provisions include, among others, prohibiting stockholder action by written consent, advance notice for making nominations at meetings of stockholders, providing for the state of Delaware as the exclusive forum for lawsuits concerning certain corporate matters and the issuance of preferred stock with rights that may be senior to those of our common stock without stockholder approval. These provisions would apply even if a takeover offer may be considered beneficial by some of our stockholders. If a change of control or change in management is delayed or prevented, the market price of our common stock could decline. Additionally, our Senior Credit AgreementFacility contains a default provision that is triggered upon a change in control of at least 25%, which would impede a takeover and/or make a takeover more costly.


We are subject to foreign exchange and currency risks that could adversely affect our operations and our ability to reinvest earnings from operations. Our ability to mitigate our foreign exchange risk through hedging transactions may be limited.


We generally attempt to denominate our contracts in U.S. Dollars or in the currencies of our costs. However, we do enter into contracts that subject us to currency risk exposure, primarily when our contract revenues are denominated in a currency different from the contract costs. A portion of our consolidated revenues and consolidated operating expenses are in foreign currencies. As a result, we are subject to foreign currency risks, including risks resulting from changes in currency exchange rates and limitations on our ability to reinvest earnings from operations in one country to fund the financing requirements of our operations in other countries.



The governments of certain countries have or may in the future impose restrictive exchange controls on local currencies and it may not be possible for us to engage in effective hedging transactions to mitigate the risks associated with fluctuations of a particular currency. We are often required to pay all or a portion of our costs associated with a project in the local currency. As a result, we generally attempt to negotiate contract terms with our customer, who is often affiliated with the local government, or has a significant local presence, to provide that we are only paid in the local currency for amounts that match our local expenses. If we are unable to match our local currency costs with revenues in the local currency, we would be exposed to the risk of adverse changes in currency exchange rates.


If we need to sell or issue additional shares of common sharesstock to refinance existing debt or to finance future acquisitions, our existing shareholder ownership could be diluted. In addition, the convertible note hedge and warrant transactions that we entered into in connection with the pricing of the Convertible Notes may affect the value of our common stock.


Part of our business strategy is to expand into new markets and enhance our position in existing markets, both domestically and internationally, which may include the acquiringacquisition and merging of complementary businesses. To successfully fund and complete such potential acquisitions, or to refinance our existing debt, we may issue additional equity securities that may result in dilution of our existing shareholder ownership's earnings per share.



In addition, in connection with the pricing of the Convertible Notes, we entered into convertible note hedge transactions with certain option counterparties. We also entered into warrant transactions with the option counterparties. The convertible note hedge transactions are generally expected to reduce potential dilution to our common stock upon any conversation of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be. However, the warrant transactions could separately have a dilutive effect to the extent that the market value per share of our common stock exceeds the strike price of the warrants at the time of exercise.


We make equity investments in privately financed projects in which we could sustain significant losses.


We participate in privately financed projects that enable governments and other customers to finance large-scale projects, such as the acquisition and maintenance of major military equipment, capital projects and service purchases. These projects typically include the facilitation of nonrecourse financing, the design and construction of facilities and the provision of operation and maintenance services for an agreed-upon period after the facilities have been completed. We may incur contractually reimbursable costs, and typically make investments prior to an entity achieving operational status or receiving project financing. If a project is unable to obtain financing, we could incur losses on our investments and any related contractual receivables. After completion of these projects, the return on our investments can be dependent on the operational success of the project and market factors whichthat may not be under our control. As a result, we could sustain a loss on our equity investment in these projects.

We may be required to contribute additional cash to meet our significant underfunded benefit obligations associated with pension benefit plans we manage.

We have frozen defined benefit pension plans for employees primarily in the U.S., U.K., and Germany. At December 31, 2019, our defined benefit pension plans had an aggregate funding deficit (calculated as the excess of projected benefit obligations over the fair value of plan assets) of approximately $277 million, the majority of which is related to our defined benefit pension plan in the U.K. In the future, our pension deficits may increase or decrease depending on changes in the levels of interest rates, pension plan performance and other factors that may require us to make additional cash contributions to our pension plans and recognize further increases in our net pension cost to satisfy our funding requirements. If we are required or elect to make up all or a significant portion of the deficit for underfunded benefit plans, our financial position could be materially and adversely affected.

Our U.K. defined benefit pension plan has an aggregate funding deficit. Our U.K. pension plan has been frozen to new participants for a number of years, but can still have an aggregate funding deficit due to assumptions and factors noted below. For our frozen defined benefit pension plan in the U.K., the annual minimum funding requirements are based on a binding agreement with the plan trustees that is negotiated on a triennial basis. This agreement also includes other assurances and commitments regarding the business and assets that support the U.K. pension plan. It is possible that, following future valuations of our U.K. pension plan assets and liabilities or following future discussions with the trustees, the annual funding obligation will change. The future valuations under our U.K. pension plan can be affected by a number of assumptions and factors, including legislative changes, assumptions regarding interest rates, inflation, mortality, compensation increases and retirement rates, the investment strategy and performance of the plan assets, and (in certain circumstance) actions by the U.K. pensions regulator. Adverse changes in the equity markets, interest rates, or changes in actuarial assumptions and legislative or other regulatory actions could increase the risk that the funding requirements increase following the next triennial negotiation. A significant increase in our funding requirements for our U.K. pension plan could result in a material adverse effect on our cash flows and financial position.



Item 1B. Unresolved Staff Comments


None.



25





Item 2.Properties
We own or lease the following major
Our operations are conducted at both owned and leased properties in domestic and foreign locations:locations. Our corporate headquarters are located at 601 Jefferson Street, Houston, Texas. While we have operations worldwide, the following table describes the locations of our more significant existing office facilities:
Location Owned/Leased DescriptionBusiness Segment
North America:    
     
Arlington, VirginiaHouston, Texas Leased Office facilitiesGovernment ServicesAll
     
Columbia, MarylandLeasedGovernment Solutions
  
Birmingham,Greenbelt, MarylandLeasedGovernment Solutions
Lexington Park, MarylandLeasedGovernment Solutions
Dayton/Beavercreek, OhioLeasedGovernment Solutions
Huntsville, Alabama Leased Office facilitiesEngineering & ConstructionGovernment Solutions
     
Colorado Springs, Colorado Leased Office facilitiesGovernment ServicesSolutions
     
Columbia, MarylandBirmingham, Alabama Leased Office facilitiesGovernment ServicesEnergy Solutions
     
Huntsville, AlabamaNewark, Delaware Leased Office facilitiesGovernment ServicesEnergy Solutions
Houston, TexasLeasedOffice facilitiesAll
     
Monterrey, Nuevo Leon, Mexico Leased Office facilitiesEngineering & ConstructionEnergy Solutions
Newark, DelawareLeasedOffice facilitiesEngineering & Construction
     
Europe, Middle East and Africa:    
     
Leatherhead, United Kingdom Owned Office facilitiesAll
  
Wiltshire, United KingdomLeased / OwnedGovernment Solutions
     
Al Khobar, Saudi Arabia Leased Office facilitiesEngineering & ConstructionEnergy Solutions
     
Asia-Pacific:    
  
Chennai, IndiaLeasedAll
     
SingaporeDelhi (Gurgaon), India Leased Office facilitiesEngineering & ConstructionTechnology Solutions
     
Perth, AustraliaLeasedEnergy Solutions
  
South Brisbane, Australia Leased Office facilitiesEngineering & ConstructionEnergy Solutions
     
Sydney, Australia Leased Office facilitiesEngineering & ConstructionEnergy Solutions
     
Perth,Melbourne, Australia Leased Office and project facilitiesTechnology & Consulting and Engineering & Construction
Chennai, IndiaLeasedOffice and project facilitiesAllEnergy Solutions


We also own or lease numerous small facilities that include sales, administrative and offices as well as warehouses and project officesequipment yards located throughout the world and lease office space in other buildingsworld. Our owned by unrelated parties. Our ownedLeatherhead property is pledged to secure certain pension obligations in the U.K. and we believe all properties that we currently occupy are suitable for their intended use.



26





Item 3.Legal Proceedings


Information relating to various commitments and contingencies is described in “Item 1A. Risk Factors” contained in Part I of this Annual Report on Form 10-K and in Notes 1516 and 1617 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and the information discussed therein is incorporated by reference into this Part I, Item 3.


Item 4.Mine Safety Disclosures


Not applicable.



27





PART II


Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


Our common stock is tradedlisted on the New York Stock ExchangeNYSE and trades under the symbol “KBR.” The following table sets forth, on a per share basis for the periods indicated, the high and low sales prices forOn February 20, 2020, our common stock as reported by the New York Stock Exchange and dividends declared. In the fourth quarterBoard of 2016, weDirectors declared a regular quarterly cash dividend of $0.08$0.10 per share on October 25, 2016.
  Common Stock Price Range 
Dividends
Declared
Per Share
  High Low 
Fiscal Year 2016      
First quarter ended March 31, 2016 $17.10
 $11.60
 $0.08
Second quarter ended June 30, 2016 $15.92
 $12.08
 $0.08
Third quarter ended September 30, 2016 $15.89
 $12.69
 $0.08
Fourth quarter ended December 31, 2016 $17.95
 $13.16
 $0.08
Fiscal Year 2015      
First quarter ended March 31, 2015 $18.35
 $14.00
 $0.08
Second quarter ended June 30, 2015 $20.77
 $14.30
 $0.08
Third quarter ended September 30, 2015 $19.65
 $15.64
 $0.08
Fourth quarter ended December 31, 2015 $19.94
 $16.34
 $0.08
common share. Future dividend declarations will be at the discretion of our Board of Directors.
At January 31, 2017,2020, there were 10076 shareholders of record. In calculating the number of shareholders, we consider clearing agencies and security position listings as one shareholder for each agency or listing.
Share Repurchases
On February 25, 2014, our Board of Directors authorized a $350 million share repurchase program, which replaced and terminated the August 26, 2011 share repurchase program. The authorization does not obligate the Company to acquire any particular number of shares of common sharesstock and may be commenced, suspended or discontinued without prior notice. The share repurchases are intended to be funded through the Company’s current and future cash and the authorization does not have an expiration date.
Under our Credit Agreement, we are permitted to repurchase our equity shares provided that no such repurchases shall be made from the proceeds borrowed under the Credit Agreement and that the aggregate purchase price and dividends paid after September 25, 2015 does not exceed the Distribution Cap. As of December 31, 2016, the remaining availability under the Distribution Cap was approximately $652 million. The declaration, payment or increase of any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, future earnings, general financial condition and liquidity, success in business activities, capital requirements and general business conditions. Since January 2007, we have repurchased $797 million of our outstanding common stock and have paid $332 million in dividends.


The following is a summary of share repurchases of our common stock settled during the three months ended December 31, 20162019, and the amount available to be repurchased under the authorized share repurchase program:
Purchase Period
Total Number
of Shares
Purchased (1)
 
Average
Price Paid
per Share
 
Total Number  of
Shares  Purchased
as Part of  Publicly
Announced Plan
 
Dollar Value of Maximum Number of Shares that May Yet Be
Purchased Under the Plan
October 1 – 31, 201629,916
 $14.90
 
 $208,030,228
November 1 – 30, 2016226
 $16.99
 
 $208,030,228
December 1 – 31, 201658,596
 $17.55
 
 $208,030,228
Purchase Period
Shares
Repurchased (1)
 
Average
Price Paid
per Share
 

Shares Repurchased
as Part of Publicly
Announced Plan
 
Dollar Value of Maximum Number of Shares that May Yet Be
Purchased Under the Plan
October 1 - 31, 20191,820
 $24.02
 
 $160,236,157
November 1 - 30, 20191,888
 $29.43
 
 $160,236,157
December 1 - 31, 201914
 $30.65
 
 $160,236,157
 
(1)The shares reported herein consist solely of shares acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from issuance of share-based equity awards under the KBR Stock and Incentive Plan. A total of 88,7383,722 shares were acquired from employees during the three months ended December 31, 20162019, at an average price of $16.66$26.79 per share.





Performance Graph


The chart belowfollowing performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall the information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.

The following performance graph compares the cumulative total shareholder return on shares of our common stock for the five-year period ended December 31, 2016,2019, with the cumulative total return on the Dow Jones Heavy Construction Industry Index, and the Russell 1000 Index, the Russell 2000 Index and the S&P 1500 IT Consulting & Other Services Index for the same period. The comparison assumescomparisons assume the investment of $100 on December 31, 20112014 and reinvestment of all dividends. The shareholder return is not necessarily indicative of future performance.




In our Annual Report on Form 10-K for the year ended December 31, 2018, we included the Russell 1000 and Dow Jones Heavy Construction Industry Index as additional indices for the performance graph. As a result of the shift in consolidated results towards our GS segment, we believe the addition of the S&P 1500 IT Consulting & Other Services Index provides a balanced view of the performance of our business. Additionally, as KBR’s stock is now included as a constituent of the Russell 2000 Index, we believe it is a better independent broad market index, because it measures the performance of similar mid-sized companies in numerous sectors. As required by SEC regulations, the chart below includes the Russell 1000 Index, but we do not plan to include the comparison to this index in future filings.

chart-962565c659b559f4a08.jpg

12/31/2011 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/201612/31/2014 12/31/2015 12/30/2016 12/31/2017 12/31/2018 12/31/2019
KBR$100.00
 $108.09
 $115.21
 $61.24
 $61.13
 $60.30
$100.00
 $101.70
 $102.44
 $124.14
 $96.78
 $197.07
S&P 1500 IT Consulting & Other Services$100.00
 $97.05
 $112.10
 $125.20
 $104.40
 $132.67
Russell 2000$100.00
 $94.29
 $112.65
 $127.46
 $111.94
 $138.50
Dow Jones Heavy Construction$100.00
 $120.81
 $157.90
 $116.99
 $102.82
 $125.91
$100.00
 $74.09
 $65.12
 $79.74
 $83.33
 $61.14
Russell 1000$100.00
 $113.92
 $148.60
 $165.05
 $163.25
 $179.08
$100.00
 $98.91
 $108.50
 $129.49
 $120.96
 $155.91



29





Item 6.Selected Financial Data
The following table presents selected financial data for the last five years and should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Part II of this Annual Report on Form 10-K and the consolidated financial statements and the related notes to the consolidated financial statements included in Part II, Item 8 in this Annual Report on Form 10-K.
 Years Ended December 31, Years Ended December 31,
Dollars in millions, except per share amounts 2016 2015 2014 2013 2012 2019 2018 2017 2016 2015
Statements of Operations Data:                    
Revenues $4,268
 $5,096
 $6,366
 $7,214
 $7,770
Gross profit (loss) 112
 325
 (65) 417
 518
Revenues (a) (d) $5,639
 $4,913
 $4,171
 $4,268
 $5,096
Gross profit (e) 653
 584
 439
 198
 431
Equity in earnings of unconsolidated affiliates(g) 91
 149
 163
 137
 151
 35
 79
 70
 82
 134
Impairment of goodwill, asset impairments and restructuring charges (a) (39) (70) (660) 
 (180)
Operating income (loss) (b) 28
 310
 (794) 308
 299
Net income (loss) (c) (51) 226
 (1,198) 171
 202
Asset impairments and restructuring charges 
 
 (6) (39) (70)
Operating income (b) (g) 362
 468
 264
 19
 295
Net income (loss) (c) (g) 209
 310
 440
 (60) 210
Net income attributable to noncontrolling interests (10) (23) (64) (96) (58) (7) (29) (8) (10) (23)
Net income (loss) attributable to KBR (61) 203
 (1,262) 75
 144
Net income (loss) attributable to KBR (c) (g) 202
 281
 432
 (70) 187
Basic net income (loss) attributable to KBR per share(g) $(0.43) $1.40
 $(8.66) $0.50
 $0.97
 $1.42
 $1.99
 $3.05
 $(0.49) $1.29
Diluted net income (loss) attributable to KBR per share(g) $(0.43) $1.40
 $(8.66) $0.50
 $0.97
 $1.41
 $1.99
 $3.05
 $(0.49) $1.29
Cash dividends declared per share $0.32
 $0.32
 $0.32
 $0.24
 $0.28
 $0.32
 $0.32
 $0.32
 $0.32
 $0.32
                    
Balance Sheet Data (as of the end of period):                    
Total assets (d) $4,144
 $3,412
 $4,078
 $5,422
 $5,752
Total assets (f) (g) $5,364
 $5,052
 $3,652
 $4,124
 $3,401
Long-term nonrecourse project-finance debt 34
 51
 63
 78
 84
 7
 17
 28
 34
 51
Long-term revolving credit agreement debt 650
 
 
 
 
Total shareholders’ equity $745
 $1,052
 $935
 $2,439
 $2,511
Long-term debt 1,183
 1,226
 470
 650
 
Total shareholders’ equity (f) (g) $1,857
 $1,718
 $1,197
 $725
 $1,041
                    
Other Financial Data (as of the end of period):                    
Backlog of unfulfilled orders (e) $10,938
 $12,333
 $10,859
 $14,118
 $14,931
Backlog $14,636
 $13,497
 $10,570
 $10,938
 $12,333
          
 

(a)Included in 2016 and 2015 are asset impairment and restructuring charges of $39 million and $70 million, respectively. The 2014 balance includes a goodwill impairment charge of $446 millionIncludes revenues related to threethe consolidation of the Aspire Defence contracting entities in January 2018 and the acquisition of SGT in April 2018 totaling $1.0 billion and $875 million for the years ended 2019 and 2018, respectively. See Note 4 to our previous reporting units, long-lived assets impairment charge of $171 million and restructuring charges of $43 million. Included in 2012 is a goodwill impairment charge of $178 million related to one of our previous reporting units and a $2 million long-lived asset impairment charge.consolidated financial statements.
(b)
Includes gainsgain on disposalconsolidation of assetsthe Aspire subcontracting entities of $7$108 million $61 million, $7 million, $2 million and $32 million for the yearsyear ended 2016, 2015, 2014, 2013, and 2012, respectively.2018. See Note 4 to our consolidated financial statements.
(c)IncludedNet income and Net income attributable to KBR in 2014 is $421the fourth quarter of 2017 were favorably impacted by a release of a valuation allowance of $223 million of tax expense primarilyand an $17 million favorable impact related to valuation allowance on U.S. federal, foreign and state net operating loss carryforwards, foreign tax credit carryforwards, other deferred tax assets and foreign tax expense.the Tax Act. See Note 15 to our consolidated financial statements.
(d)The impact
Effective January 1, 2018, we adopted ASC Topic 606. For all periods ending prior to January 1, 2018, revenues were recognized under the guidance of adopting Accounting Standards Update ("ASU") 2015-17 resulted in a decrease in total assets of $121 million, $16 million, and $15 million for the years ended 2014, 2013 and 2012, respectively.ASC Topic 605. See Note 1 to our consolidated financial statements.
(e)PriorEffective January 1, 2019, we reclassified $128 million, $97 million, $86 million, and $106 million from "Cost of revenues" to "Selling, general and administrative expenses" for the years ended 2018, 2017, 2016 and 2015, respectively, to report in the same manner as such costs are defined in our disclosure statements under CAS for U.S. government reporting. See Note 1 to our consolidated financial statements.
(f)The impact of adopting ASU No. 2016-02, Leases (Topic 842) resulted in an increase in total assets of $177 million and an increase in total shareholders' equity of $21 million at January 1, 2019. See Note 1 to our consolidated financial statements.
(g)Includes the correction of immaterial errors related to the second quarterhistorical recognition of 2015, the amount included in backlog for long-term contractsequity earnings associated with our interest in an unconsolidated joint venture. The impact on our consolidated statements of operations for the U.K. government's PFIsyears ended 2018, 2017, and 2016 and consolidated balance sheets for the years ended 2018 and 2017 was limited to five years. In the second quarter of 2015, we modified our backlog policy to record the estimated value of all work forecasted to be performed under these arrangements.disclosed in financial



statements issued as of June 30, 2019. The year ended 2015 reflects a decrease of $15 million in "Equity in earnings of unconsolidated affiliates". Total assets and total shareholders' equity decreased $20 million and $11 million for the years ended 2016 and 2015, respectively.



31



Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations


Introduction


Management’s discussionThe purpose of MD&A is to provide our stockholders and analysis (“other interested parties with information necessary to gain an understanding of our financial condition and disclose changes in our financial condition since the most recent fiscal year-end and results of operations during the current fiscal period as compared to the corresponding period of the preceding fiscal year. The MD&A”)&A should be read in conjunction with Part I of this Annual Report on Form 10-K as well as the consolidated financial statements and related notes included in Part II Item 8 in this Annual Report on Form 10-K.


This MD&A does not address certain items in respect of the year ended December 31, 2017 in reliance on amendments to disclosure requirements adopted by the SEC in 2019. A discussion and analysis of such period may be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 26, 2019.

Business EnvironmentOverview


Our business portfolio includes full life-cycle professional services, project solutions and technologies delivered across two primary verticals, government and hydrocarbons, aligned with the following:

Early Project Advisory
Project Definition
Project Delivery
Operations & Maintenance

Our government services business is generally conducted in our GS business segment, and our hydrocarbons business is generally conducted in our TS and ES business segments.

Our capabilities and offerings include feasibility and solutions development; technical consulting; research and development; highly specialized mission support; systems acquisition, integration, engineering and design services; global logistics support solutions, engineering services,services; process technologies, energy project technical consulting,proprietary equipment and catalysts; program management, construction, commissioning and startup services; asset life-cycleoperations and maintenance services; and engineering, procurement and construction services for large-scale, complex projects. We strive to deliver high quality solutions and other related services. We provide these services to various internationalsupport our clients' success today and domestic governmental agenciesto help them strengthen their strategic position for the future.

Government Market Overview

In December 2019, the fiscal year 2020 U.S. defense budget was signed into law authorizing $738 billion of funding. The budget funds a national security strategy that continues the restoration of military readiness, furthers a national security strategy to confront Russia, China and other threats around the world, enhances the DoD’s cybersecurity strategy and cyber warfare capabilities, establishes the U.S. Space Force under the U.S. Air Force, and directs innovation to meet long-range emerging threats. The budget includes a wide rangenumber of customers acrossmeasures to strengthen emerging technologies including cyber-science and technologies, artificial intelligence, hypersonic capabilities, and emerging biotechnologies.

Internationally, our government services work is performed primarily for the U.K. Ministry of Defence and the Australian Department of Defence. A significant majority of our work in the U.K. is contracted through long-term private financed initiatives that are expected to provide stable, predictable earnings and cash flow over the program life. Our largest PFI extends through 2041. The Australian government continues to increase defense spending, in line with its commitment to increase defense budgets to 2% of GDP by 2020-21, with particular focus on enhancing regional security, building defense capabilities and strengthening cyber defenses.

With increased defense and space spending budgets driven in part by political instability, military conflicts, aging platforms and infrastructure and the need for technology upgrades, we expect continued opportunities to provide enabling solutions and technologies to high impact, mission critical work. These opportunities continue to drive best value selections and customer confidence in the enterprise that we have built through our strategic acquisitions and organic growth.






Hydrocarbons Market Overview

In the hydrocarbons value chain. Themarket, demand for our technologies, solutions and services depends onis highly correlated to the level of capital and operating expenditures of our customers which is often considered alongsideand prevailing market conditions and the availability of resources to support and fund projects. Significantconditions. Recent volatility in commodity prices has resulted in many of our oil and gas customershydrocarbons companies taking steps to defer suspend or terminatesuspend capital expenditures, which resultresulting in delayed or reduced volumes of business for us.

We expect continued opportunities withinacross the sector. Robust 2019 bookings and our global governmentlarge proportion of O&M funded services business aswill provide stability during this period of market softness.From conceptual development studies to project delivery and asset management services, we drive higher value and lower cost solutions to support governments’ increasing training, operation, maintenance and sustainment requirements. The acquisition of Wyle Inc. ("Wyle") and Honeywell Technology Solutions Inc. ("HTSI"), which we have converted to KBRwyle Technology Solutions, LLC ("KTS") in the third quarter of 2016 moves KBR’s GS business into the domestic high value engineering services industry for such clients as NASA and U.S. government military agencies. International tensions are also likely to contribute to increased demand for our international military support services.

Upstream oil projects have experienced the largest reductions in capital expenditures, as the effect of volatile oil prices has been more pronounced in this sector. We continue to see opportunities in the hydrocarbons market, including midstream gas projects such as LNG to satisfy future demand, particularly at locations where major supporting infrastructure already exists (i.e. near existing gas pipelines and electric power grids, port facilities, etc.). Additionally, the downstream sector, which generally benefits from low feedstock prices, should also be positively impacted. We seek to collaborate with our customers in developing these prospects by using integrated teams, from project conceptualization and technical solutions selection through project award and implementation.to meet the demands of the global economy.


WeOverall, we believe KBR haswe have a balanced portfolio of global professional services, program delivery and technologies across the government services and hydrocarbons markets. We believe our increased mix of recurring government services outsourcing opportunitiesand hydrocarbons services offers stability and predictability that enables us to be highly selective and disciplined in our pursuit of EPC projects across hydrocarbons market sectors.

Our business is organized into three core and two non-core business segments supporting the government services and hydrocarbons markets as well as upstream, midstreamfollows:

Core business segments

Government Solutions
Technology Solutions
Energy Solutions

Non-core business segments

Non-strategic Business
Other

See additional information on our business segments, including detail with respect to changes to our reportable segments that became effective for the quarter ended September 30, 2019, in Notes 1 and downstream solutions.2 to our consolidated financial statements and under "Item 1. Business" in this Annual Report on Form 10-K.


Overview of Financial Results


While theKBR delivered strong financial results were lower thanin 2019 with each operating segment contributing across our expectationskey financial metrics: revenue growth, operating income, operating cash flow and bookings.  Consolidated 2019 revenue growth of 15% was comprised of 14% from Government Solutions, 26% from Technology Solutions and 16% from Energy Solutions. We expanded our footprint through many new project program wins, including the U.S. DoD Preservation of the Force & Family program, the NASA Launch Range Operations Contract for Wallops Flight Facility, and several cost-reimbursable EPC projects in 2016, we were successful fromour Energy Solutions business.  Our U.S. Government Solutions business posted a long-term strategic perspective with effortsrecompete win rate above 95% that included the 8-year Marine Corps preposition stock program, the 5-year NAVAIR Aircrew Services Contract, and three areas under the 10-year LOGCAP V program, which is currently under protest.  Strong organic growth in Technology Solutions was attributable to expandincreasing demand for our government services offeringinnovative solutions across the chemical, petrochemical and our Brown & Root Industrial Services modelrefining markets as well as broadenincreased bundling of technology licenses with ancillary services, proprietary equipment and catalyst.  Our acquisition of SGT in April 2018 also contributed to our technology portfolio. During2019 growth.


33



Results of Operations
The following tables set forth our results of operations for the year, we acquired two significant, well established and highly technical government services companies and three smaller technology driven entities. Through our Brown & Root Industrial Services joint venture in North America, we acquired a turnaround and specialty welding company. All of these acquisitions are part of our strategy to pivot the company to become a global leader in differentiated professional services in the Government Services and Global Hydrocarbons industries. These businesses have historically provided stable earnings and cash flows which we expect will reduce volatility of our financial results associated with large EPC projects traditionally executedperiods presented, including by our E&C business segment. The steady earnings and cash flows from these acquisitions also provide us with the financial flexibility to be selective in determining which EPC sales prospects we pursue in the future. As a result, we expect more than fifty percent of our 2017 revenues to come from our GS business segment which tends to have a large percentage of its work being executed under smaller reimbursable type contracts. Finally, we made significant progress in completing our last domestic EPC power project which is the final step in exiting this non-strategic business.



Revenues
    2016 vs. 2015   2015 vs. 2014    2019 vs. 2018   2018 vs. 2017
Dollars in millions2016 2015 $ % 2014 $ %2019 2018 $ % 2017 $ %
Revenues$4,268
 $5,096
 $(828) (16)% $6,366
 $(1,270) (20)%$5,639
 $4,913
 $726
 15% $4,171
 $742
 18%


2019 vs. 2018

The decreaseincrease in consolidated revenues in 20162019 was primarily driven by lower activitythe continued strong organic growth within our GS logistics and engineering businesses primarily on our two LNG projects in Australia one of which was substantially completed at the end of 2016U.S. government contracts as well as reduced activities on two ammonia projectsincreased revenues from SGT acquired in April 2018. New services and consulting awards in the U.S. The reduction in activities on these four projects resulted in combined lower revenues of approximately $759 million. Revenues declined by $367 million related to the deconsolidation ofMiddle East from our Industrial Services AmericasES business that was contributed in the formation of the unconsolidated Brown & Root Industrial Services joint venture in North America and another $178 million as a result the sale of the Building Group and Infrastructure Americas businesses in 2015. Lower activity on fixed-price EPC power projects nearing completion in 2015 within our Non-strategic Business segment also contributed to the decrease. These revenue decreases were partially offset by the expansion of existing U.S government contracts, revenues generated by the newly acquired Wyle and KTS and a favorable settlement with the U.S. government regarding reimbursement of previously expensed legal fees and interest incurred related to the sodium dichromate case within our GS business segment. Revenues increased by $64 million due to closeout activities on an LNG project in Africa within our E&C business segment. Revenue in our T&C business segment was favorably impacted by new acquisitions and higher proprietary equipment sales.sales volume from our TS business segment also contributed significantly to consolidated revenue growth in 2019.


Consolidated2018 vs. 2017

The increase in consolidated revenues in 20152018 was primarily driven by strong organic growth within our GS logistics and engineering services business areas, the consolidation of the Aspire Defence subcontracting entities and acquisition of SGT (as discussed in Note 4 to our consolidated financial statements), and increased revenues from our TS segment. The increase was partially offset by decreased primarily due torevenue in our ES segment caused by reduced activity within our E&C business segment on one of our major LNG projects in Australia that was nearing completion. The decrease in revenues was also attributable toand the completion or substantialnear completion of several projects in the U.S., Middle East and Canada. The contributionCanada, the non-recurrence of our Industrial Services Americas business to an unconsolidated joint venture$35 million in revenue from the third quarter of 2015 resultedPEMEX settlement that occurred in 2017, and decreased revenues of $126 million as compared to 2014. These decreases were partially offset by increased work or ramp up on various chemicals and ammonia projects in the U.S. and a new oil and gas project in Europe. Our revenues were negatively impacted by activity within our Non-strategic Business segment including the reduction of $141 million of revenues related to the sale of two businesses and the wind-down of two fixed-price EPC power projects that were nearing completion in 2015. In addition, proprietary equipment sales and awards of new consulting contracts from upstream oil related projects declined within our T&C business segment contributed to the decrease.as we exit those businesses.



Gross Profit (Loss)
     2016 vs. 2015   2015 vs. 2014
Dollars in millions2016 2015 $ % 2014 $ %
Gross profit (loss)$112
 $325
 $(213) (66)% $(65) $390
 600%
Gross Profit
     2019 vs. 2018   2018 vs. 2017
Dollars in millions2019 2018 $ % 2017 $ %
Gross profit$653
 $584
 $69
 12% $439
 $145
 33%


2019 vs. 2018

The decrease$69 million increase in consolidated gross profit in 2016 was primarily due to reduced activity as a result of the completion or substantial completion of several projects, including one of our LNG projects2019 includes $80 million in Australia, and the contribution of our Industrial Services Americas business to an unconsolidated joint venture discussed above. Increased costs estimates to complete several U.S. projects in our E&C business segment led to further declines inincreased gross profit and included a decrease of $114 million resulting from an unforeseen equipment failure and other items during plant start-up on an EPC ammonia project and $112 million resulting from cost increases on a downstream EPC project due to significant weather delays and lower than expected construction productivity rates. In our Non-strategic business segment, an increase in subcontractor costs as a result of lower than anticipated productivity on a power project also negatively impacted consolidated gross profit for the period. Consolidated gross profit was positively impacted by increased activity from new awards, expansions on existing U.S. government contracts, settlement of the sodium dichromate legal matter with the U.S. government, results from the recent acquisitions within our GS business segment primarily driven by the volume growth in revenue, incremental profits resulting from the full year of operations from SGT, and favorable settlements on several legacy matters in our GS business segment including the private security legal matter. We also recognized incremental profits from construction services related to the Aspire Defence project in the U.K. associated with index-based price adjustments. TS business segment gross profit increased by $12 million over 2018 levels based on increased volumes of proprietary equipment sales. Additionally, we recognized increased earnings of $11 million primarily due to the close-out of a completed project in our Non-strategic Business. These increases were partially offset by reductions in gross profit from our ES business segment due to lower margins on several major EPC projects and the settlement on closeoutnon-recurrence of several favorable items including the recognition of variable consideration associated with the successful completion of an LNG project in Africa within our E&C business segment discussed above.Australia occurring in 2018.


2018 vs. 2017

The increase in consolidated gross profit in 20152018 was primarily due to lossescaused by strong organic growth in our GS logistics and charges that were recognized during 2014 on projects within our E&C and Non-strategic Business segments. Gross profit was also impacted by the recognition ofengineering services businesses as well as one-time favorable settlements on legacy LogCAP III and CONCAP contract disputes. Also contributing to the increase in 2018 were the third quarterconsolidation of 2015 withinthe Aspire Defence subcontracting entities, the acquisition of SGT, and increased gross profit from our Non-strategic Business segment, ongoing execution on base operations and other contracts within our GS business segment and reduced overhead spending within our E&C businessTS segment. This increase wasThese increases were partially offset by thedecreased gross profit in our ES segment due to overall reduced activity onand the major LNG project discussed above.non-recurrence of the 2017 PEMEX settlement.




34





Equity in Earnings of Unconsolidated Affiliates
    2016 vs. 2015   2015 vs. 2014    2019 vs. 2018   2018 vs. 2017
Dollars in millions2016 2015 $ % 2014 $ %2019 2018 $ % 2017 $ %
Equity in earnings of unconsolidated affiliates$91
 $149
 $(58) (39)% $163
 $(14) (9)%$35
 $79
 $(44) (56)% $70
 $9
 13%


The decrease in equity in earnings of unconsolidated affiliates in 2016 was primarily due to lower progress and increased reimbursable cost estimates on an LNG project joint venture in Australia within our E&C business segment that reduced the percentage of completion and delays profit to future periods (See "Changes in Project-related Estimates" within the Results of Operations section for further discussion). Also, within our E&C business segment, we benefited from a $15 million favorable adjustment in 2015 to correct transactions between unconsolidated affiliates associated with our offshore maintenance joint venture in Mexico that did not recur in 2016.2019 vs. 2018


The decrease in equity in earnings of unconsolidated affiliates in 20152019 was primarily due to an insurance recovery and reduced costs on a joint venture project within our GS business segment in 2014 that did not recur in 2015 as well as a reduction in volume due to the substantial completion of construction activitiesa North Sea oil project and an unfavorable arbitration ruling in early 2019 associated with a subcontractor on this project during 2015. This decrease was offset by increased earnings due tothe Ichthys LNG project. We also recognized an impairment of an equity method investment in Latin America in 2019 and the non-recurrence of the release of a correctiontax liability on our offshore maintenancean Egyptian joint venture in Mexico in our E&C business segment as noted above.

General and Administrative Expenses       
     2016 vs. 2015   2015 vs. 2014
Dollars in millions2016 2015 $ % 2014 $ %
General and administrative expenses$(143) $(155) $(12) (8)% $(239) $(84) (35)%

The decrease in general and administrative expenses in 2016 was primarily due to reduced overhead costs resulting from continued headcount reductions and other cost savings initiatives implemented throughout 2015 and 2016, partially offset by a $7 million increase due to the acquisition of Wyle and HTSI in 2016. General and administrative expenses in 2016 included $88 million related to corporate activities and $55 million related to the business segments.

The decrease in general and administrative expenses in 2015 was primarily due to lower information technology support costs resulting from the cancellation of our enterprise resource planning ("ERP") implementation project in the fourth quarter of 2014, reduced overhead costs resulting from headcount reductions and other cost savings initiatives implemented at the end of 2014 and during 2015. General and administrative expenses in 2015 included $113 million related to corporate activities and $42 million related to the business segments.

Impairment and Restructuring Charges       
     2016 vs. 2015   2015 vs. 2014
Dollars in millions2016 2015 $ % 2014 $ %
Impairment of goodwill$
 $
 $
 —% $(446) $(446) (100)%
Asset impairment and restructuring charges$(39) $(70) $(31) (44)% $(214) $(144) (67)%

Asset impairment and restructuring charges in 2016 includes $21 million in charges associated with impairments of leasehold improvements and lease terminations within our E&C and Other business segments. Additionally, we recognized $18 million of additional severance costs associated with workforce reduction efforts during the year primarily within our E&C business segment.

Asset impairment and restructuring charges in 2015 reflects $22 million of charges within our E&C and Other business segments to write off the remaining portion of one of our ERP assets which we abandoned during the year. We also recognize $21 million in charges for impairments of leasehold improvements and lease termination costs associated with lease terminations during 2015 within our E&C and Other business segments. Within our E&C and T&C business segments, we recognized severance costs of $27 million as the result of workforce reduction efforts primarily related to our announcement at the end of 2014.

In 2014, we recognized goodwill impairment of $446 million related to the remaining goodwill associated with our Roberts and Schaefer ("R&S") and BE&K, Inc. acquisitions as a result of our decision to exit related businesses and the continued business decline in certain markets.



Asset impairment and restructuring charges in 2014 reflects the impairment of $135 million for a portion of our ERP project we did not expect would provide us any future benefits, the recognition of a $31 million impairment of R&S intangible assets and $19 million of charges related to impairment of leasehold improvements and costs associated with terminated leases and other properties. We also recognized $29 million of severance charges as a result of workforce reductions.

2018. See Notes 10Note 8 to our consolidated financial statements for further discussionmore information on asset impairmentthe Ichthys LNG project.

2018 vs. 2017

The increase in equity in earnings of unconsolidated affiliates in 2018 was primarily due to increased earnings from our Brown & Root Industrial Services and restructuring charges.EPIC joint ventures in the U.S. and a project specific joint venture in Europe. These increases were partially offset by the consolidation of the Aspire Defence subcontracting entities which moved results to gross profit, decreased earnings on our Affinity joint venture, reduced activity from a joint venture in Latin America, and decreased earnings on the Ichthys LNG project due to delays in the estimated completion date.


Gain on Disposition of Assets       
     2016 vs. 2015   2015 vs. 2014
Dollars in millions2016 2015 $ % 2014 $ %
Gain on disposition of assets$7
 $61
 $(54) (89)% $7
 $54
 771%
Selling, General and Administrative Expenses       
     2019 vs. 2018   2018 vs. 2017
Dollars in millions2019 2018 $ % 2017 $ %
Selling, general and administrative expenses$(341) $(294) $47
 16% $(244) $50
 20%

2019 vs. 2018

The increase in 2019 of $47 million in selling, general and administrative expenses as compared to 2018 primarily related to an increase in corporate costs including increased IT, rebranding and other general corporate expenses.

2018 vs. 2017

The increase in selling, general and administrative expenses in 2018 was primarily due to increased expenses related to the acquisition of SGT acquired in early 2018 and organic growth in our GS business segment.

Acquisition and Integration Related Costs       
     2019 vs. 2018   2018 vs. 2017
Dollars in millions2019 2018 $ % 2017 $ %
Acquisition and integration related costs$(2) $(7) $(5) n/m $
 $7
 n/m

2019 vs. 2018

The decrease in acquisition and integration related costs was primarily due to substantial completion of acquisition and integration activities in early 2019.

2018 vs. 2017

The increase in acquisition and integration related costs in 2018 was primarily due to $5 million of incremental costs related to the acquisition of SGT and approximately $2 million related to the consolidation of the Aspire subcontracting entities.



Gain (Loss) on Disposition of Assets       
     2019 vs. 2018   2018 vs. 2017
Dollars in millions2019 2018 $ % 2017 $ %
Gain (loss) on disposition of assets$17
 $(2) $19
 (950)% $5
 $(7) (140)%

2019 vs. 2018

The gain on disposition of assets in 20162019 primarily reflects working capital adjustments in the first quarter of 2016 associated with thegain on sale of our Infrastructure Americas businessa U.S. government contract vehicle and sale of an equity method investment related to a roads project in Ireland within our Non-strategicGS Business segment. Additionally, we recognized a gain as a result of the liquidation of several legal entities.


2018 vs. 2017

The gainloss on disposition of assets in 20152018 primarily reflects the gain recognizedloss on the sale of one of our U.K. office locationunconsolidated affiliates within our E&C business segment and our Infrastructure Americas business within our Non-strategicthe ES Business segment. This also includes

Gain on Consolidation of Aspire entities       
     2019 vs. 2018   2018 vs. 2017
Dollars in millions2019 2018 $ % 2017 $ %
Gain on consolidation of Aspire entities$
 $108
 $(108) n/m $
 $108
 n/m

The gain on consolidation of Aspire entities in 2018 was recognized upon the gain recognized in our E&C business segment forconsolidation of the deconsolidation and transfer of our Industrial Services Americas business to the Brown & Root Industrial Services joint venture in North America and the sale of our Building Group subsidiary within our Non-strategic Business segment in the second quarter.Aspire Defence subcontracting entities. See Notes 3 and 11Note 4 to our consolidated financial statements for additional information.



36


Non-operating Income       
  
    2016 vs. 2015   2015 vs. 2014
Dollars in millions2016 2015 $ % 2014 $ %
Non-operating income$5
 $2
 $3
 150% $17
 $(15) (88)%


Non-operating
Interest Expense       
  
    2019 vs. 2018   2018 vs. 2017
Dollars in millions2019 2018 $ % 2017 $ %
Interest expense$(99) $(66) $33
 50% $(21) $45
 214%

2019 vs. 2018

The increase in interest expense in 2019 was primarily due to increased fixed-rate borrowings as a result of the Convertible Notes in November 2018 partially offset by lower outstanding borrowings and weighted-average interest rates on our variable-rate debt. See Note 14 to our consolidated financial statements for further discussion.

2018 vs. 2017

The increase in interest expense in 2018 compared to 2017 was primarily due to increased borrowings as a result of the SGT and Aspire acquisitions and increased capital investments in the JKC joint venture. Additionally, the weighted-average interest rate on our borrowings increased as a result of the refinancing of our Senior Credit Facility in April 2018.

Other Non-operating Income (Loss)       
  
    2019 vs. 2018   2018 vs. 2017
Dollars in millions2019 2018 $ % 2017 $ %
Other non-operating income (loss)$5
 $(6) $11
 183% $4
 $(10) (250)%

2019 vs. 2018

Other non-operating income (loss) includes interest income, interest expense, foreign exchange gains and losses and other non-operating income or expense items. The increase in other non-operating income in 2016 compared to 2015 was primarily due to the strengtheningimpact of thefavorable foreign currency movements on intercompany balance positions denominated in U.S. dollars partially offset by unfavorable variances on certain U.S. dollar against the majority of ourcash positions held primarily in Australia.

2018 vs. 2017

The decrease in other non-operating income (loss) from 2017 to 2018 was primarily due to an increase in foreign currencies. This increase wasexchange losses partially offset by an increase in interest expenseother non-operating income related to borrowings under our credit agreement.interest income associated with the cash balances held by the Aspire Defence subcontracting entities.

The decrease in non-operating income in 2015 was primarily due to the gain on a negotiated settlement with our former parent as well as the reversal of associated interest under a tax sharing agreement recognized in 2014 that did not recur in 2015. Also contributing to operating income were foreign exchange gains of $9 million in 2015 due to the strengthening of the U.S. dollar against the majority of our foreign currencies compared to losses in 2014.


Provision for Income Taxes                       
    2016 vs. 2015   2015 vs. 2014    2019 vs. 2018   2018 vs. 2017
Dollars in millions2016 2015 $ % 2014 $ %2019 2018 $ % 2017 $ %
Income (loss) before provision for income taxes$33
 $312
 $(279) (89)% $(777) $1,089
 140%
Provision for income taxes$(84) $(86) $(2) (2)% $(421) $(335) (80)%
Income before provision for income taxes$268
 $396
 $(128) (32)% $247
 $149
 60%
(Provision) benefit for income taxes$(59) $(86) $(27) (31)% $193
 $279
 145%


Provision2019 vs. 2018

The decrease in income tax expense in 2019 compared to 2018 was primarily driven by the absence of the gain of $108 million recognized in 2018 as a result of obtaining control of the Aspire Defence project subcontracting joint ventures.

2018 vs. 2017

The 2018 period provision for income taxes in 2016 and 2015 consistsis higher than the 2017 period primarily due to the valuation allowance release of $87$223 million and $77 million, respectively, on our foreign earnings. TheU.S. deferred tax assets in 2017 well as higher income before provision for income taxes in 2016 is impacted by $343 million of project losses in the U.S. for which we recognize no tax benefit.2018. 




The decrease in provision for income taxes in 2015 compared to 2014 was primarily due to the absence of the nondeductible goodwill impairment loss, the increase in our valuation allowance for deferred tax assets and the recognition of taxes on undistributed earnings which increased 2014 income taxes.


A reconciliation of our effective tax rates for 2016, 20152019, 2018 and 20142017 to the U.S. statutory federal rate and further information on the effects of the Tax Act is presented in Note 1415 to our consolidated financial statements.


Net Income Attributable to Noncontrolling Interests
    2016 vs. 2015   2015 vs. 2014    2019 vs. 2018   2018 vs. 2017
Dollars in millions2016 2015 $ % 2014 $ %2019 2018 $ % 2017 $ %
Net income attributable to noncontrolling interests$(10) $(23) $(13) (57)% $(64) $(41) (64)%$(7) $(29) (22) (76)% $(8) $21
 263%


The decreasesdecrease in net income attributable to noncontrolling interests in 2016 compared to 2015 and 2015 compared to 2014 were2019 was primarily due to reduced joint venture earnings resulting from lower activity on ourthe non-recurrence of the recognition of variable consideration associated with the successful completion and performance testing of a major LNGES project project in Australia in our E&C business segment.2018, executed by a consolidated joint venture.



38





Results of Operations by Business Segment


We analyze the financial results for each of our fivethree core business segments, as well as our non-core segments. The business segments presented are consistent with our reportable segments discussed in Note 2 to our consolidated financial statements.

Years Ended December 31,Years Ended December 31,
 
 
2016 vs. 2015
 
2015 vs. 2014 
 
2019 vs. 2018
 
2018 vs. 2017
Dollars in millions2016
2015
$
%
2014
$
%2019
2018
$
%
2017
$
%
Revenues                      
Government Services$1,359
 $663
 $696
 105 % $638
 $25
 4 %
Technology & Consulting347
 324
 23
 7 % 353
 (29) (8)%
Engineering & Construction2,352
 3,454
 (1,102) (32)% 4,584
 (1,130) (25)%
Other
 
 
  % 
 
  %
Government Solutions$3,925
 $3,457
 $468
 14 % $2,193
 $1,264
 58 %
Technology Solutions374
 297
 77
 26 % 269
 28
 10 %
Energy Solutions1,339
 1,157
 182
 16 % 1,671
 (514) (31)%
Subtotal$4,058
 $4,441
 $(383) (9)% $5,575
 $(1,134) (20)%$5,638

$4,911
 $727
 15 % $4,133
 $778
 19 %
Non-strategic Business210
 655
 (445) (68)% 791
 (136) (17)%1

2
 (1) (50)% 38
 (36) (95)%
Total$4,268
 $5,096
 $(828) (16)% $6,366
 $(1,270) (20)%$5,639
 $4,913
 $726
 15 % $4,171
 $742
 18 %
                          
Gross profit (loss)                          
Government Services$137
 $(3) 140
 n/m
 $(32) $29
 91 %
Technology & Consulting73
 77
 (4) (5)% 53
 24
 45 %
Engineering & Construction7
 224
 (217) (97)% 141
 83
 59 %
Other
 
 
  % 
 
  %
Government Solutions$430
 $350
 $80
 23 % $188
 $162
 86 %
Technology Solutions118
 106
 12
 11 % 98
 8
 8 %
Energy Solutions100
 134
 (34) (25)% 153
 (19) (12)%
Subtotal$217
 $298
 $(81) (27)% $162
 $136
 84 %$648
 $590
 $58
 10 % $439
 $151
 34 %
Non-strategic Business(105) 27
 (132) (489)% (227) 254
 112 %5
 (6) 11
 n/m
 
 (6) n/m
Total$112
 $325
 $(213) (66)% $(65) $390
 n/m
$653
 $584
 $69
 12 % $439
 $145
 33 %
                          
Equity in earnings of unconsolidated affiliatesEquity in earnings of unconsolidated affiliates        Equity in earnings of unconsolidated affiliates        
Government Services$39
 $45
 $(6) (13)% $73
 $(28) (38)%
Technology & Consulting
 
 
  % 
 
  %
Engineering & Construction52
 104
 (52) (50)% 90
 14
 16 %
Other
 
 
  % 
 
  %
Government Solutions$29
 $32
 $(3) (9)% $43
 $(11) (26)%
Technology Solutions
 
 
 n/m
 
 
 n/m
Energy Solutions19
 50
 (31) (62)% 27
 23
 85 %
Subtotal$91
 $149
 $(58) (39)% $163
 $(14) (9)%$48
 $82
 $(34) (41)% $70
 $12
 17 %
Non-strategic Business
 
 
  % 
 
  %(13) (3) (10) n/m
 
 (3) n/m
Total$91
 $149
 $(58) (39)% $163
 $(14) (9)%$35
 $79
 $(44) (56)% $70
 $9
 13 %
                          
Total general and administrative expense$(143) $(155) $(12) (8)% $(239) $(84) (35)%$(341) $(294) $47
 16 % $(244) $50
 20 %
                          
Impairment of goodwill$
 $
 $
  % $(446) $(446) (100)%
Acquisition and integration related costs$(2) $(7) $(5) n/m
 $
 $7
 n/m
                          
Asset impairment and restructuring charges$(39) $(70) $(31) (44)% $(214) $(144) (67)%$
 $
 $
 n/m
 $(6) $(6) (100)%
                          
Gain on disposition of assets$7
 $61
 $(54) (89)% $7
 $54
 771 %
(Loss) Gain on disposition of assets$17
 $(2) $19
 (950)% $5
 $(7) (140)%
             
Gain on consolidation of Aspire entities$
 $108
 $(108) n/m
 $
 $108
 n/m
                          
Total operating income (loss)$28
 $310
 $(282) (91)% $(794) $1,104
 139 %$362
 $468
 $(106) (23)% $264
 $204
 77 %
 
n/m - not meaningful



39





Government ServicesSolutions


2019 vs. 2018

GS revenues increased by $696$468 million, or 105%14%, to $1.4$3.9 billion in 20162019, compared to $663 million$3.5 billion in 2015.2018. This increase was primarily driven primarily by the addition of $487 million of revenues related to the newly acquired Wylestrong growth within our GS business from new and KTS in the third quarter of 2016 and $148 million of revenue associated with continued expansion under existing U.S. government contracts. A favorable settlement withcontracts including increased volumes for disaster recovery services provided to the U.S. Air Force on the AFCAP IV project, expanded services provided to the U.S. Army in Iraq and Europe on the LogCAP IV project, human performance and behavioral health services provided to the U.S. Special Operations Command and increased engineering services on various other U.S. government on reimbursementprograms. GS revenues from the April 2018 acquisition of $33SGT increased by approximately $139 million in previously expensed legal fees plus interest related to the sodium dichromate case and the approval of a change order2019 on a road construction projectyear-over-year basis. A new award from the U.K. MoD for services in the Middle East also contributed to this increase.the increase in revenues in 2019.


GS gross profit increased by $140$80 million, or 23%, to a profit of $137$430 million in 20162019, compared to a loss of $3$350 million in 2015. This2018. The increase in 2019 was primarily due to the continued expansion under existingincreased volumes on U.S. government contracts acquisitions, the favorable settlement and the approvalfull year of operations from SGT. In addition, we received a favorable judgment to close out the change order discussed above.private security legal matter and settled several other legacy matters on the LogCAP III contract during the year. We recognized incremental profits from construction services related to the Aspire Defence project in the U.K. as uncertainties associated with index-based price adjustments have begun to dissipate.


GS equity in earnings in unconsolidated affiliates decreased by $6$3 million, or 13%9%, to $39$29 million in 20162019, compared to $45$32 million in 2015. This2018. The decrease was primarilyis due to reduced equity earningsthe consolidation of the Aspire Defence subcontracting entities in January 2018 as well as lower profitability from the construction phase of a U.K. MoDjoint venture project that was substantially completed in 2015.to provide support services on a U.S. government project.


2018 vs. 2017

GS revenues increased by $25 million,$1.3 billion, or 4%58%, to $663 million$3.5 billion in 20152018, compared to $638 million$2.2 billion in 2014.2017. This increase was primarily due to strong organic growth in our logistics and engineering services business, an additional $533 million of revenues from the expansionconsolidation of existing U.S. government contracts, partially offset by the effectAspire Defence subcontracting entities in January 2018, and an additional $342 million of reduced troop numbers on services under U.K. MoD and NATO contractsrevenues from the acquisition of SGT in Afghanistan. Revenues were also positively impacted by favorable settlement of disputes with the U.S. government on some of our legacy projects.April 2018.


GS gross loss decreasedprofit increased by $29$162 million, or 91%86%, to a loss of $3$350 million in 20152018, compared to a loss of $32$188 million in 2014.2017. This improvementincrease was driven by increased activity on U.S. government contracts discussed above, partially offset byprimarily due to $61 million of gross profit from the reduction in Afghanistan-related support activities. The positive impactconsolidation of the Aspire Defence subcontracting entities, $31 million of gross profit from the acquisition of SGT, increases from organic revenue growth in our logistics and engineering services business areas, and one-time favorable settlement of disputes with the U.S. governmentsettlements on some of our legacy projects includes the recognition of $18CONCAP and LogCAP III matters which contributed $11 million in legal fees related to these legacy contracts during 2015.gross profit.


GS equity in earnings in unconsolidated affiliates decreased by $28$11 million,, or 38%26%, to $45$32 million in 20152018, compared to $73$43 million in 2014. This decrease was driven primarily by an insurance recovery on a joint venture for a U.K. MoD project in 2014 that did not recur in 2015 as well as the impact of reaching substantial completion of construction activities on this project.

Technology & Consulting

T&C revenues increased by $23 million, or 7%, to $347 million in 2016 compared to $324 million in 2015 due to an increase in proprietary equipment sales offset by lower engineering and technology license fee revenues related to several petrochemicals, ammonia and refining projects. The three technology companies acquired in the first quarter of 2016 contributed $28 million in revenues during 2016.

T&C gross profit decreased by $4 million, or 5%, to $73 million in 2016 compared to $77 million in 2015 due to lower profitability on the proprietary equipment sales versus technology license fees.

T&C revenues decreased by $29 million, or 8%, to $324 million in 2015 compared to $353 million in 2014 due to a decrease in proprietary equipment sales and awards of new consulting contracts from upstream oil projects partially offset by higher technology revenues related to several petrochemicals, ammonia and refining projects.

T&C gross profit increased by $24 million, or 45%, to $77 million in 2015 compared to $53 million in 2014 due to higher profitability on the mix of projects executed, a larger number of license milestones achieved and significant overhead reductions during 2015.

Engineering & Construction

E&C revenues decreased by $1.1 billion, or 32%, to $2.4 billion in 2016 compared to $3.5 billion in 2015.2017. This decrease was primarily due to the eliminationconsolidation of $367the Aspire Defence subcontracting entities.

Technology Solutions

2019 vs. 2018

TS revenues increased by $77 million, or 26%, to $374 million in 2019 compared to $297 million in 2018, primarily due to higher proprietary equipment sales.

TS gross profit increased by $12 million, or 11%, to $118 million in 2019 compared to $106 million in 2018, primarily driven by increased revenue volume at lower gross profit margins resulting from a less favorable mix of license and proprietary equipment sales.

2018 vs. 2017

TS revenues increased by $28 million, or 10% to $297 million in 2018 compared to $269 million in 2017, primarily due to an increase in volume within the petrochemicals, syngas, and refining product lines.

TS gross profit increased by $8 million, or 8%, to $106 million in 2018 compared to $98 million in 2017, primarily due to the mix of license and proprietary equipment sales as well as the overall volume of projects.



40



Energy Solutions

2019 vs. 2018

ES revenues increased by $182 million, or 16%, to $1.3 billion in 2019, compared to $1.2 billion in 2018. Revenues increased by approximately $173 million in our Services and Consulting business primarily due to the ramp up of recently awarded projects and expansion of services internationally, primarily in the Middle East. Revenue increases from new cost-reimbursable projects along the U.S. Gulf Coast in our EPC Delivery Solutions business were substantially offset by declines resulting from the deconsolidationcompletion of our Industrial Services Americas businessvarious EPC projects in the third quarter of 2015,U.S. as well as the Ichthys LNG project in Australia.

ES gross profit decreased by $34 million, or 25% to $100 million in 2019, compared to $134 million in 2018. This decrease was primarily due to non-recurring 2018 events including the recognition of variable consideration associated with the successful completion of an LNG project in Australia and favorable close-outs on several ammonia projects in the U.S. Also contributing to the decline were lower profits from services provided to the Ichthys LNG project joint venture. These decreases were partially offset by earnings in 2019 resulting from the ramp up of new projects in the Middle East and the favorable settlement reached with a supplier on an ammonia project completed in the U.S.

ES equity in earnings in unconsolidated affiliates decreased by $31 million, or 62%, to $19 million in 2019, compared to $50 million in 2018. This decrease was primarily due to the substantial completion of a North Sea oil project, lower earnings due to an unfavorable arbitration ruling in early 2019 associated with a subcontractor on the Ichthys LNG project, and non-recurrence of a release of a tax liability on an Egyptian joint venture in 2018. See Note 8 to our consolidated financial statements for more information on the Ichthys LNG project.

2018 vs. 2017

ES revenues decreased by $514 million, or 31%, to $1.2 billion in 2018, compared to $1.7 billion in 2017. This decrease was primarily due to reduced activity and the completion or near completion of several projects in Australia,the U.S. and Europe including our two LNG projectsCanada, and the non-recurrence of $35 million in Australia and an EPC ammonia project.revenue from the PEMEX settlement in 2017. These decreases were partially offset by new chemicalwins and various othergrowth on existing projects inand the U.S.recognition of variable consideration associated with the successful completion and performance testing of a new oil and gas project in Europe.major ES project.




E&CES gross profit decreased by $217$19 million, or 97%,12% to $7$134 million in 20162018, compared to $224$153 million in 2015.2017. This decrease was primarily due to increased coststhe non-recurrence of $114$35 million resultingin revenue from the mechanical failure of a vendor supplied compressorPEMEX settlement and pumps during commissioning as well as various mechanical issues encountered during start-up on an EPC ammonia project in the U.S., reduced activity on an LNG project in Australiaprojects completing or nearing completion and the deconsolidationunder recovery of our Industrial Services Americas business discussed above. Gross profit was also impacted by cost increases of $112 million resulting from significant weather delays and less than expected construction productivity rates on a downstream EPC project in the U.S.resources. These decreases were partially offset by the recognition of variable consideration associated with the successful completion and performance testing of a major ES project and a one-time favorable settlement on closeout of an LNG projectammonia/urea plant in Africa of $64 million as well as reduced overhead costs resulting from our previously announced restructuring plan.the U.S.


E&CES equity in earnings in unconsolidated affiliates decreased increased by $52$23 million, or 50%85%, to $52$50 million in 20162018, compared to $104$27 million in 2015. The decrease was due to a non-recurring $15 million favorable adjustment recognized in the second quarter of 2015 on our offshore maintenance joint venture in Mexico, as well as lower progress and increased reimbursable cost estimates on an LNG project joint venture in Australia which reduces percentage of completion and delays profits into future periods.

E&C revenues decreased by $1.1 billion, or 25%, to $3.5 billion in 2015 compared to $4.6 billion in 2014. This decrease resulted primarily from reduced activity on a major LNG project in Australia, the completion of Canadian pipe fabrication and module assembly projects which had peak activity in 2014, reduced activity in the construction market and the elimination of revenues resulting from the deconsolidation of our Industrial Services Americas business during the third quarter.

E&C gross profit increased by $83 million, or 59%, to $224 million in 2015 compared to $141 million in 2014.2017. This increase was primarily due to Canadian pipe fabricationan increase in earnings provided by a JV in Europe and module assembly projects, which had profitincreased earnings from the Brown & Root Industrial Services and EPIC joint ventures in 2015 resulting from negotiated settlements and closeout activities compared to recognition of losses in 2014, and reduced overheads in 2015. This increase wasthe U.S. These increases were partially offset by reduceddecreased activity on a major LNG project in Australia.

E&C equity in earnings in unconsolidated affiliatesincreasedby$14 million, or 16%, to $104 million in 2015 compared to $90 million in 2014. The increase was primarily attributable to our offshore maintenance joint venture in Mexico which had increasedand a decrease in earnings on the Ichthys LNG project due to an EAC increase and schedule prolongation.

41



Non-strategic Business

2019 vs. 2018

Non-strategic Business generated revenues of $1 million in 20152019 compared to $2 million in 2018. Revenues in the Non-strategic Business were primarily associated with close-out activities on completed projects as we exit the business.

Non-strategic Business earned $5 million of gross profit in 2019 primarily due to favorable benefits on the close-out of a completed project in the U.S, compared to a gross loss of $6 million in 2018 primarily due to the vessels beingsettlement of a legacy legal matter.

Non-strategic Business equity in dry dock during 2014 and the non-recurring $15earnings from unconsolidated affiliates decreased by $10 million favorable adjustmentto a loss $13 million in 2019 as compared to a loss of $3 million in 2018 primarily due to an impairment charge associated with an equity method investment in Latin America. See Note 2 to our Mexican joint venture. The increase was partially offset by reduced earnings on an LNG project joint venture in Australiaconsolidated financial statements for a discussion of the reclassification of certain operations between our ES and reduced earnings on our ammonia plant joint venture in Egypt.

Non-strategic Business segments.


2018 vs. 2017

Non-strategic Business revenues decreased by $445$36 million, or 68%95%, to $210$2 million in 20162018 compared to $655$38 million in 2015.2017. This decrease was due to the elimination of revenues of $178 million due to the sale of the Building Group and Infrastructure Americas businesses in the second and fourth quarters of 2015, respectively, and the completion or near completion of several EPCtwo power projects as we exit that business.those businesses.


Non-strategic Business incurred a gross profit decreased by $132 million to a loss of $105$6 million in 20162018 compared to a profitgross loss of $27$0 million in 2015.2017. This decreasechange was primarily due to increased forecasted coststhe settlement of $117 million to complete a power project due to poor subcontractor construction productivity, resulting schedule delays and changes inlegacy legal matter during the project execution strategy.year ended 2018.

Non-strategic Business revenues decreased by $136 million, or 17%, to $655 million in 2015 compared to $791 million in 2014. This decrease was due to the sale of Building Group in the second quarter of 2015 and the near completion of several power and construction projects partially offset by increased activity on power and infrastructure projects that began in the second half of 2014.

Non-strategic Business gross profit increased by $254 million to a profit of $27 million in 2015 compared to a loss of $227 million in 2014. This increase was due to non-recurring charges recognized during 2014 on a power project, improved performance and favorable settlements on power projects in the third quarter of 2015 as well as overhead savings resulting from the Building Group sale mentioned above and headcount reductions which began in late 2014.




Changes in Project-related Estimates


With a portfolio of more than one thousand contracts, we generally realize both lower and higher than expected margins on projects in any given period due to judgments and estimates inherent in revenue recognition for our contracts. We recognize revisions of revenues and costs in the period in which the revisions are known. This may result in the recognition of costs before the recognition of related revenue recovery, if any.

During the year ended December 31, 2016, we recognized unfavorable changes in estimates of losses of $231 million on an EPC ammonia project See Notes 1 and a power project within our E&C and Non-strategic Business segments. We also recognized a decrease in gross profit of $112 million on a downstream EPC project in the U.S. which resulted in this project becoming a loss project. See Note 2 to our consolidated financial statements for additional information related to our use of estimates and changes in project-related estimates. Information discussed therein is incorporated by reference into this Part II, Item 7.

In addition to the changes in project-related estimates discussed above, we have recorded contract price adjustments in the estimates of revenues and costs at completion on the Ichthys LNG project which we believe we are contractually entitled to but our client has disputed. The client has agreed to a contractual mechanism (“Deed of Settlement”) to facilitate the continuation of work under the contract while we work to resolve this dispute. See Note 6 for additional information related to the unapproved change orders and claims related to the Ichthys project. Information discussed therein is incorporated by reference into this Part II, Item 7.


Acquisitions, Dispositions and Other Transactions


Information relating to various acquisitions, dispositions and other transactions is described in Notes 3, 84, 11 and 1112 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and the information discussed therein is incorporated by reference into this Part II, Item 7.


Backlog of Unfilled Orders


Backlog generally represents the total dollar amount of revenues we expect to realize in the future as a result of performing work on contracts and our pro-rata share of work to be performed by unconsolidated joint ventures. We generally include total expected revenues in backlog when a contract is awarded under a legally binding agreement. In many instances, arrangements included in backlog are complex, nonrepetitive and may fluctuate over the contract period due to the release of contracted work in phases by the customer. Additionally, nearly all contracts allow customers to terminate the agreement at any time for convenience. Where contract duration is indefinite and clients can terminate for convenience without compensating us for periods beyond the date of termination, backlog is limited to the estimated amount of expected revenues within the following twelve months. Certain contracts provide maximum dollar limits, with actual authorization to perform work under the contract agreed upon on a periodic basis with the customer. In these arrangements, only the amounts authorized are included in backlog. For projects where we act solely in a project management capacity, we only include the expected value of our services in backlog.


In connection with our acquisitions of Wyle and HTSI, we determined that our then-existing backlog policy differed from those utilized by Wyle and HTSI. We concluded that the methodology utilized by Wyle and HTSI provided a better estimate of future revenues, and accordingly, we modified our backlog policy forFor U.S. government contracts, in our GS business segment to reflect both the funded and unfunded portions of future revenue from existing contracts for which the customer has determined scope and price. We define backlog as it relates to U.S. government contracts, asincludes our estimate of the remaining future revenue from existing signed contracts over the remaining base contract performance period (including customer approved option periods) for which work scope and price have been agreed with the customer. We define fundedFunded backlog asrepresents the portion of backlog for which funding currently is appropriated, less the amount of revenue we have previously recognized. We define unfundedUnfunded backlog asrepresents the total backlog less the funded backlog. Our previous backlog policy for U.S. government contracts only included estimated future revenues for which funding had been appropriated by the customer. Our GS backlog does not include any estimate of future potential delivery orders that might be awarded under our government-wide acquisition contracts, agency-specific indefinite delivery/indefinite quantity contracts or other multiple-award contract vehicles nor does it include option periods that have not been exercised by the customer. The modification to our backlog policy did not have a material impact to our historical GS backlog when implemented in the period ended September 30, 2016.

Within our GS business segment,

For U.K. government PFIs, we calculate estimatedestimate backlog for long-term contracts associated with the U.K. government's PFIs based on the aggregate amount that our client would contractually be obligated to pay us over the life of the project. We update our estimates of the future work to be executed under these contracts on a quarterly basis and adjust backlog if necessary.



Refer to "Item 1A. Risk Factors" contained in Part 1 of this Annual Report on Form 10-K for a discussion of other factors that may cause backlog to ultimately convert into revenues at different amounts.


We have included in the table below our proportionate share of unconsolidated joint ventures' estimated revenues.backlog. Since these projects are accounted for under the equity method, only our share of future earnings from these projects will be recorded in our results of operations. Our proportionate share of backlog for projects related to unconsolidated joint ventures totaled $7.4$2.6 billion and $3.0 billion at December 31, 20162019 and $8.5 billion at December 31, 2015. We consolidate joint ventures which are majority-owned and controlled or are variable interest entities ("VIEs") in which we are the primary beneficiary.2018, respectively. Our backlog included in the table below for projects related to consolidated joint ventures with noncontrolling interests includes 100% of the backlog associated with those joint ventures and totaled $151 million$5.3 billion at both December 31, 20162019 and $285 million at December 31, 2015.2018.


The following table summarizes our backlog by business segment:segment for the years ended December 31, 2019 and December 31, 2018, respectively:
Dollars in millionsDecember 31, 2015 New Awards Other (a) Net Workoff (b) December 31, 2016December 31, 2019 December 31, 2018
Government Services$6,516
 $1,847
 $856
 $(1,398) $7,821
Technology & Consulting430
 228
 2
 (347) 313
Engineering & Construction5,148
 526
 (501) (2,404) 2,769
Government Solutions$10,960
 $11,005
Technology Solutions579
 594
Energy Solutions3,097
 1,896
Subtotal12,094
 2,601
 357
 (4,149) 10,903
14,636
 13,495
Non-strategic Business239
 
 6
 (210) 35

 2
Total backlog$12,333
 $2,601
 $363
 $(4,359) $10,938
$14,636
 $13,497
(a)Other includes adjustments for (i) backlog acquired from acquisitions during the period of $1.0 billion, (ii) effects of changes in foreign exchange rates, primarily related to adverse movements in the British pound of $(1.1) billion, (iii) changes in scope on existing projects of $2.1 billion and (iv) elimination of our proportionate share of revenue workoff from our unconsolidated joint ventures of $(1.7) billion less equity in earnings
(b)These amounts represent the revenue workoff on our projects plus equity earnings from our unconsolidated joint venture projects.


We estimate that as of December 31, 2016, 38%2019, 31% of our backlog will be executed within one year. Of this amount, 62%88% will be recognized in revenuesas revenue on our consolidated statement of operations and 38%12% will be recorded by our unconsolidated joint ventures. As of December 31, 2016, $2482019, $68 million of our backlog relates to active contracts that are in a loss position.


As of December 31, 2016, 16%2019, 11% of our backlog was attributable to fixed-price contracts, 55%50% was attributable to PFIs and 29% of our backlog39% was attributable to cost-reimbursable contracts. For contracts that contain both fixed-price and cost-reimbursable components, we classify the individual components as either fixed-price or cost-reimbursable according to the composition of the contract; however, for smaller contracts, we characterize the entire contract based on the predominant component. As of December 31, 2016, $7.12019, $9.2 billion of our GS backlog was currently funded by our customers.


As of December 31, 2019, we had approximately $2.8 billion of priced option periods for U.S. government contracts that are not included in the backlog amounts presented above.

The difference between backlog of $14.6 billion and the remaining performance obligation as defined by ASC 606 of $11.4 billion is primarily due to our proportionate share of backlog related to unconsolidated joint ventures which is not included in our remaining performance obligation. See Note 3 to our consolidated financial statements for discussion of the remaining performance obligations.
Liquidity and Capital Resources


EngineeringLiquidity is provided by available cash and constructionequivalents, cash generated from operations, our Senior Credit Facility and access to financial markets. Our operating cash flow can vary significantly from year to year and is affected by the mix, terms, timing and percentage of completion of our projects.  We often receive cash in the early phases of our larger fixed-price projects, technology projects, and those of our consolidated joint ventures in advance of incurring related costs.  On reimbursable contracts, we may utilize cash on hand or availability under our Senior Credit Facility to satisfy any periodic operating cash requirements for working capital, as we frequently incur costs and subsequently invoice our customers.
ES services projects generally require us to provide credit support for our performance obligations to our customers in the form of letters of credit, surety bonds or guarantees. Our ability to obtain new project awards in the future may be dependent on


our ability to maintain or increase our letter of credit and surety bonding capacity, which may be further dependent on the timely release of existing letters of credit and surety bonds. As the need for credit support arises, letters of credit will be issued under our $1 billion$500 million PLOC or our $500 million Revolver under our Senior Credit Agreement orFacility. Letters of credit may also be arranged with our banks on a bilateral, syndicated or other basis. We believe we have adequate letter of credit capacity under our existing Credit Agreement and bilateral lines, as well as adequate surety bond capacity under our existing lines to support our operations and current backlog for the next 12 months.
Cash generated from operations and our Credit Agreement are our primary sources of liquidity.  Our operating cash flow can vary significantly from year to year and is affected by the mix, terms, timing and percentage of completion of our engineering and construction projects.  We sometimes receive cash in the early phases of our larger engineering and construction fixed-price projects and those of our consolidated joint ventures in advance of incurring related costs.  On reimbursable contracts, we may utilize cash on hand or availability under our Credit Agreement to satisfy any periodic operating cash requirements for working capital, as we frequently incur costs and subsequently invoice our customers. We believe that existing cash balances, internally generated cash flows, availability under our Senior Credit Facility and our Credit Agreement availabilityother lines of credit are sufficient to support our day-to-day domestic and foreign business operations for at least the next 12 months. As of December 31, 2019, we were in compliance with all financial covenants related to our debt agreements.


Cash and equivalents totaled $536$712 million at December 31, 20162019 and $883$739 million at December 31, 20152018 and consisted of the following:
December 31,December 31,
Dollars in millions2016 20152019 2018
Domestic cash$249
 $360
Domestic U.S. cash$207
 $211
International cash231
 470
245
 210
Joint venture cash56
 53
Joint venture and Aspire project cash260
 318
Total$536
 $883
$712
 $739


Our cash balances are held in numerous accounts throughout the world to fund our global activities. Domestic cash relates to cash balances held by U.S. entities and is largely used to support project activities of those businesses as well as general corporate needs such as the payment of dividends to shareholders, repayment of debt and potential repurchases of our outstanding common stock.


Our international cash balances may be available for general corporate purposes but are subject to local restrictions, such as capital adequacy requirements and local obligations, including maintaining sufficient cash balances to support our underfunded U.K. pension plan and other obligations incurred in the normal course of business by those foreign entities. RepatriatedRepatriations of our undistributed foreign earnings are generally free of U.S. tax but may incur withholding and/or state taxes. We consider our future U.S. and non-U.S. cash needs such as 1) our anticipated foreign working capital requirements, including funding of our U.K. pension plan, 2) the expected growth opportunities across all geographical markets and 3) our plans to invest in strategic growth opportunities that may become subject to U.S. income taxes. During 2016, as a result of strategic businessinclude acquisitions and previously announced estimated contract losses, around the world including whether foreign earnings are permanently reinvested. For December 31, 2019, we reevaluatedchanged our permanent reinvestment assertion of certainon our undistributed foreign earnings. Asearnings on a result, we provided cumulative income taxes of $51 million on certain foreign earnings which provide us, if necessary, the ability to repatriate an additional $300wholly owned subsidiary in Saudi Arabia. KBR has determined that $70 million of internationalundistributed earnings is available for future repatriation of cash without recognizing additional tax expense. As of December 31, 2016,for deployment in the U.S. Accordingly, we have repatriated approximately $93 millionof this international cash. See Note 14 to our consolidated financial statements for further discussion regarding undistributed foreign earnings.recorded the income tax expense expected with the future repatriation.


Joint venture cash and Aspire Defence project cash balances reflect the amounts held by joint venture entities that we consolidate for financial reporting purposes. These amounts are limited to joint venturethose entities' activities and are not readily available for general corporate purposes; however, portions of such amounts may become available to us in the future should there be a distribution of dividends to the joint venture partners. We expect that the majority of the joint venture cash balances will be utilized for the corresponding joint venture projects.
  
As of December 31, 2016,2019, substantially all of our excess cash was held in commercial bank time deposits or interest bearing short-term investment accounts with the primary objectives of preserving capital and maintaining liquidity.
Cash Flows

The following table summarizes our cash flows for the periods indicated:
Cash flows activities summary      
  Years ended December 31,
Dollars in millions 2016 2015 2014
Cash flows provided by operating activities $61
 $47
 $170
Cash flows (used in) provided by investing activities (981) 101
 (44)
Cash flows provided by (used in) financing activities 584
 (192) (210)
Effect of exchange rate changes on cash (11) (43) (52)
Decrease in cash and equivalents $(347) $(87) $(136)
  Years ended December 31,
Dollars in millions 2019 2018 2017
Cash flows provided by operating activities $256
 $165
 $193
Cash flows used in investing activities (158) (491) (12)
Cash flows (used in) provided by financing activities (133) 654
 (290)
Effect of exchange rate changes on cash 8
 (28) 12
Increase (decrease) in cash and equivalents $(27) $300
 $(97)



Operating Activities. Cash flows from operating activities result primarily from earnings and are affected by changes in operating assets and liabilities which consist primarily of working capital balances for projects. Working capital levels vary from year to year and are primarily affected by the company'sCompany's volume of work. These levels are also impacted by the mix, stage of completion and commercial terms of engineering and construction projects. Working capital requirements also vary by project depending on the type of client and location throughout the world. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients. A normal trend for these projects is to have higher cash balances during the initial phases of execution which then decline to equal project earnings at the end of the construction phase. As a result, our cash position is reduced as customer advances are worked off, unless they are replaced by advances on other projects.




The primary components of our working capital accounts are accounts receivable, which includes retainage and trade receivables, costs and estimated earnings in excess of billings on uncompleted contracts ("CIE"),contract assets, accounts payable and billings in excess of costs and estimated earnings on uncompleted contracts ("BIE").contract liabilities. These components are impacted by the size and changes in the mix of our cost reimbursable versus fixed price projects, and as a result, fluctuations in these components are not uncommon in our business.


Cash provided by operations totaled $61$256 million in 2016,2019 as compared to net income of $209 million. The difference primarily resultingresults from favorable net changes of $156 million in working capital balances for projects which were partially offset by a decrease in cash resulting from a net loss in 2016 as well as cash used in the items specified below:

Accounts receivable is impacted by the timing and collections on billings to our customers. The decrease in accounts receivable in 2016 is primarily due to collections from customers on three large EPC projects within our E&C business segment as well as collections of retainage and trade receivables associated with the substantial completion of a power project within our Non-strategic business segment. We also increased collections from customers on various projects in our T&C business segment. These decreases in accounts receivable were partially offset by increased billings on various Wyle and KTS projects and the expansion of existing U.S. government and other contracts within our GS business segment in 2016.
Our CIE was impacted by the timing of billings to our customers and is generally related to our cost reimbursable projects where we bill as we incur project costs. In 2016, CIE decreased in our T&C and E&C business segments and was partially offset by the expansion of existing U.S. government and other projects in our GS business.
Accounts payable is impacted by the timing of receipts of invoices from our vendors and subcontractors and payments on these invoices. The increase in accounts payable in 2016 was primarily due to a U.S. government project and other projects from the Wyle and KTS acquired within our GS business segment as well as the timing of invoicing and payments within the normal course of business.
BIE is associated with our fixed price projects, which we generally structure to be cash positive, and is impacted by the timing of achievement of billing of milestones and payments received from our customers in advance of incurring project costs. The increase in BIE is due primarily to increases associated with two EPC ammonia projects in the U.S. in our E&C business segment partially offset by decreases from various projects in our T&C business segment and a power project in our Non-strategic business unit.
In addition, we received distributions of earnings from our unconsolidated affiliates of $56 million and contributed $41 million to our pension funds in 2016.
Cash provided by operations totaled $47 million in 2015. Cash generated from our earnings and net changes in working capital balances for projects remained relatively flat in 2015. The cash generated by earnings was partially offset by the other items as specifieddiscussed below:


AccountsThe $16 million unfavorable cash flow impact related to accounts receivable decreasedwas primarily related to increased billing volume due to the timingramp up of collections on customer billings related to projects within our E&C business segment including an EPC LNG project in Australia as well as several EPC powerrecently awarded cost-reimbursable projects in the U.S. in our Non-strategic business segment.
The decrease in CIE primarily reflected the timing of billings as we substantially completed execution ofMiddle East and several major EPC projects within our E&C business segment. Additionally, CIE decreased on various projects in Canada prior to the deconsolidation of our Industrial Services Americas business in the third quarter of 2015.
Accounts payable decreased in 2015 due to the timing of invoicing and payments within the normal course of business on an EPC LNG project in Australia and severalnew EPC projects in the U.S. within our E&CES business segment. Also contributing to the decrease were certainsegment offset by strong collections on several projects in Canada from our Industrial Services AmericasGS business segment.

The $31 million unfavorable cash flow impact related to contract assets was largely attributable to higher activity on EPC projects in our ES business segment as well as increased volume in our TS business segment.

The $23 million favorable cash flow impact related to increased accounts payable on several projects in the U.S. and Middle East in our ES business segment as well as various projects in the U.K.our TS business segment, offset by decreased volume as a U.S. project winds down in our GS business segment and a power project in our Non-strategic business segment.
In 2015, we received distributions of earnings from our unconsolidated affiliates of $92 million. We used $44 million for the net settlement of derivative contracts and contributed approximately $48 million to our pension funds in 2015.
The $19 millionfavorable cash flow impact related to contract liabilities was primarily due to advances related to growth and ramp up of new EPC and services primarily in the U.S. in our ES business segment, offset by progress on several projects in our TS business segment.

We received distributions of earnings from our unconsolidated affiliates of $69 million and contributed $45 million to our pension funds in 2019. In addition, we collected $57 million from the U.S. Army in the private security matter contractor settlement, of which $44 million which was previously recorded in "Claims receivable" on our consolidated balance sheets.

Cash provided by operations totaled $170$165 million in 2014. We generated cash2018 as compared to net income of $310 million. The difference primarily results from the non-cash gain on consolidation of Aspire subcontracting entities of $108 million and net unfavorable changes of $123 million in working capital balances for projects of approximately $197as discussed below.

The $203 million unfavorable cash flow impact related to accounts receivable was primarily related to increases in 2014. accounts receivable in our GS U.S. operations and increases in accounts receivable in the consolidated Aspire Defence subcontracting entities, since the date we obtained control. These increases are largely attributable to growth in our business and the transition associated with our recent acquisitions and system implementations. We generally expect these increases to reverse over time.

The $25 million favorable cash generatedflow impact related to contract assets was primarily related to increases in contract assets related to various projects in our Technology and GS business segments, partially offset by earningsdecreases in contract assets in our ES business segment.

The $112 million favorable cash flow impact related to accounts payable was primarily related to an increase in accounts payable related to the consolidated Aspire Defence subcontracting entities subsequent to the date we obtained control and growth in our business on various other U.S. government projects. This increase was partially offset by the other items as specified below:decreases in accounts payable related to our ES and Technology business segments.





Accounts receivable decreased primarily due to the timing of collections on customer billingsThe $60 million unfavorable cash flow impact related to contract liabilities was primarily related to workoff on projects nearing completion within our E&CES business segment including an LNG project in Africa that was nearing completion and various other projects in Canada and the U.S.
The increase in CIE in 2014 primarily reflected the timing of billings as we substantially completed execution of major projects within our E&C business segment partially offset by increases on U.S government contractswith various projects in our GS business segment.
BIE increased in 2014, reflecting the timing of our achievement of billing milestones and the receipt of payment in advance of incurring costs related to a power project within our Non-strategic Business segment as well as several projects in our E&C business segment.
In addition, we received distributions of earnings from our unconsolidated affiliates of $75 million and contributed $41 million to our pension funds in 2018.

We received distributions of earnings from our unconsolidated affiliates of $249 million. We used $40 million for the net settlement of derivative contracts and contributed approximately $48 million to our pension funds in 2014.
Investing activities. Cash used in investing activities totaled $981$158 million in 20162019 and was primarily due to the $911 million usedinvestment in the acquisitions of Wyle and HTSI withinJKC. See Note 8 to our GS business segment and the acquisitionconsolidated financial statements for discussion of the three technology companies inIchthys Project and our T&C business segment. We also invested an additional $56 million in the Brown & Root Industrial Services joint venture in North America within our E&C business segment for its acquisition of a turnaround and specialty welding company.investment contributions to JKC.

Cash provided by investing activities totaled $101 million in 2015 and was primarily due to proceeds from the sale of assets and investments within our Non-strategic Business segment.


Cash used in investing activities totaled $44$491 million in 2014 which2018 and was primarily due to purchasesthe acquisition of property, plantSGT and equipment associated with information technology projects which have now largely been canceled.investment in JKC, partially offset by the incremental cash resulting from the consolidation of the Aspire subcontracting entities.


Financing activities. Cash used in financing activities totaled $133 million in 2019 and was primarily due to $70 million in payments on borrowings under our Senior Credit Facility and $46 million for dividend payments to common shareholders.
Cash provided by financing activities totaled $584$654 million in 20162018 and primarily due to $700includes $1.1 billion in borrowings on Term Loans A and B, $350 million in cashfrom issuance of Convertible Notes, $250 million from borrowings from revolving credit agreement and $22 million from proceeds from borrowings under our Credit Agreement.sale of warrants. These sources of cash were partially offset by $820 million of payments on borrowings, of $50 million and dividend payments to shareholders of $46 million.

Cash used in financing activities totaled $192$62 million in 2015 and included $40 million for our purchase of anote hedges, $57 million in debt issuance costs, $56 million to acquire the noncontrolling interest in athe Aspire Defence subcontracting entities and the remaining 25% noncontrolling interest in one of our other joint venture, $47ventures and $44 million for dividend payments to shareholders $62 millionof our common stock. See Note 14 to our consolidated financial statements for the purchasefurther discussion of treasury stockdebt and $28 million for distributions to noncontrolling interests.credit facilities.

Cash used in financing activities totaled $210 million in 2014 and included $106 million for the purchase of treasury stock, $47 million for dividend payments to shareholders and $61 million for distributions to noncontrolling interests. The uses of cash were partially offset by $10 million of investments from noncontrolling interests and $4 million of proceeds from the exercise of stock options.

Future sources of cash. We believe that future sources of cash include cash flows from operations, cash derived from working capital management, and cash borrowings under our Senior Credit Agreement and other permanent financing activities, as well as potential litigation proceeds including potential settlement of the PEMEX litigation discussed in Note 16 to our consolidated financial statements.Facility.


Future uses of cash. We believe that future uses of cash include working capital requirements, funding of recognized project losses,joint venture capital calls, capital expenditures, dividends, pension funding obligations, repayments of borrowings under our Senior Credit Agreement,Facility, share repurchases and strategic investments including acquisitions. Our capital expenditures will be focused primarily on facilities and equipment to support our businesses. In addition, we will use cash to fund pension obligations,make payments under operating leases and various other obligations, including potential litigation payments, as they arise.


Other factors potentially affecting liquidity


Cash from operations can be significantly impacted by our primary working capital accounts as previously described. We expect unfavorable working capital impactsIchthys LNG Project. As discussed in 2017 related to project losses in our E&C business segment. These impacts on liquidity could be mitigated by proceeds from resolution of the EPC1 matter. See Note 168 to our consolidated financial statements, JKC has included in its project estimates-at-completion significant revenues associated with unapproved change orders and claims against the client as well as estimated recoveries of claims against suppliers and subcontractors. The client has reserved their contractual rights on certain amounts previously funded to JKC and may seek recoveries of those amounts.

JKC incurred substantial costs to complete the power plant under PEMEXthe fixed-price portion of the Ichthys LNG contract. JKC believes these costs are recoverable from the Consortium who abandoned their contractual obligation to complete the power plant as the original subcontractor. We have initiated arbitrations and PEP Arbitration for further discussion.other legal proceedings to recover these costs which may take several years to resolve. As a result, we funded JKC our proportionate share of the capital requirements to complete the power plant as these legal proceedings progress.

As of December 31, 2019, we have made investment contributions to JKC of approximately $484 million to fund our proportionate share of the project execution activities on an inception-to-date basis. JKC's obligations to the client are guaranteed on a joint and several basis by the joint venture partners. Negotiations and legal proceedings with the client and the subcontractors are ongoing, the goal of which is to minimize these expected outflows. If we experience unfavorable outcomes associated with the various legal and commercial disputes, our total investment contributions could increase which could have a material adverse effect on our financial position and cash flows.

As of December 31, 2019, we had $164 million in letters of credit outstanding in support of performance and warranty guarantees provided to the client. The performance letter of credit expires upon provisional acceptance of the facility by the client and the warranty letter of credit expires upon the end of the warranty obligation.




U.K. pension obligation. We have recognized on our balance sheet a funding deficit of $277 million (measured as the difference between the fair value of plan assets and the projected benefit obligation) for our frozen defined benefit pension plans. The total amounts of employer pension contributions paid for the year ended December 31, 2019 were $45 million and primarily related to our defined benefit plan in the U.K. The funding requirements for our U.K. pension plan are determined based on the U.K. Pensions Act 1995. Annual minimum funding requirements are based on a binding agreement with the trustees of the U.K. pension plan that is negotiated on a triennial basis. The binding agreement also includes other assurances and commitments regarding the business and assets that support the U.K. pension plan. We agreed to a new triennial agreement with the trustees of the U.K. pension plan in June 2019. The agreement calls for minimum annual contributions of £33 million ($43 million at current exchange rates) from 2019 through the next valuation. In the future, pension funding may increase or decrease depending on changes in the levels of interest rates, pension plan asset return performance and other factors. A significant increase in our funding requirements for the U.K. pension plan could result in a material adverse impact on our financial position.

Credit Agreement and Senior Credit Facility


Information relating to our Credit Agreement and the Senior Credit Facility is described in Note 1314 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and the information discussed therein is incorporated by reference into this Part II, Item 7.


Nonrecourse Project Finance DebtOn February 7, 2020, we amended our Senior Credit Facility to, among other things, reduce the applicable margins and commitment fees associated with the various borrowings under the facility. Simultaneous with the amendment, we used proceeds from the new facility to refinance our outstanding borrowings resulting in an amended Senior Credit Facility that is comprised of a $500 million Revolver, a $500 million PLOC, a $275 million Term Loan A and a $520 million Term Loan B. In addition, the amendment extended the maturity dates with respect to the Revolver and the Term Loan A to February 7, 2025 and Term Loan B to February 7, 2027, and amended certain other provisions including the financial covenants.


Convertible Senior Notes
On November 15, 2018, we issued and sold $350 million of 2.50% Convertible Senior Notes due 2023 (the "Convertible Notes"). The Convertible Notes bear interest at 2.50% per year and interest is payable on May 1 and November 1 of each year, beginning on May 1, 2019. The Convertible Notes mature on November 1, 2023 and may not be redeemed by us prior to maturity. The indenture governing the Convertible Notes includes customary terms and covenants, including certain events of default after which the Convertible Notes may be due and payable immediately. Information relating to our nonrecourse project debtConvertible Senior Notes is described in Note 1314 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and the information discussed therein is incorporated by reference into this Part II, Item 7.


Off-Balance Sheet ArrangementsNonrecourse Project Finance Debt


Letters of credit, surety bonds and guarantees.Information relating to our nonrecourse project debt is described in Note 1314 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and the information discussed therein is incorporated by reference into this Part II, Item 7.

Off-Balance Sheet Arrangements

Letters of credit, surety bonds and guarantees. In the ordinary course of business, we may enter into various arrangements providing financial or performance assurance to customers on behalf of certain consolidated and unconsolidated subsidiaries, joint ventures and other jointly executed contracts. Such off-balance sheet arrangements include letters of credit, surety bonds and corporate guarantees to support the creditworthiness or project execution commitments of these entities and typically have various expiration dates ranging from mechanical completion of the project being constructed to a period beyond completion in certain circumstances such as for warranties. We may also guarantee that a project, once completed, will achieve specified performance standards. If the project subsequently fails to meet guaranteed performance standards, we may incur additional costs, pay liquidated damages or be held responsible for the costs incurred by the client to achieve the required performance standards. The potential amount of future payments that we could be required to make under an outstanding performance arrangement is typically the remaining estimated cost of work to be performed by or on behalf of third parties. For cost reimbursable contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed under the contract. For lump-sum or fixed-price contracts, the performance guarantee amount is the cost to complete the contracted work, less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the

Commitments
cost to complete the project. If costs exceed the remaining amounts payable under the contract, we may have recourse to third parties, such as owners, subcontractors or vendors for claims.

In our joint venture arrangements, the liability of each partner is usually joint and several. This means that each joint venture partner may become liable for the entire risk of performance guarantees provided by each partner to the customer. Typically each joint venture partner indemnifies the other partners for any liabilities incurred in excess of the liabilities the other party is obligated to bear under the respective joint venture agreement. We are unable to estimate the maximum potential amount of future payments that we could be required to make under outstanding performance guarantees related to joint venture projects due to a number of factors, including but not limited to, the nature and extent of any contractual defaults by our joint venture partners, resource availability, potential performance delays caused by the defaults, the location of the projects, and the terms of the related contracts. See “Item 1A. Risk Factors” contained in Part I of this Annual Report on Form 10-K for information regarding our fixed-price contracts and operations through joint ventures and partnerships.

Financial guarantees, made in the ordinary course of business in certain limited circumstances, are entered into with financial institutions and other contractual obligations. The following table summarizes our significant contractual obligationscredit grantors and other long-term liabilitiesgenerally obligate us to make payment in the event of a default by the borrower.  These arrangements generally require the borrower to pledge collateral to support the fulfillment of the borrower’s obligation. We account for both financial and performance guarantees at fair value at issuance in accordance with ASC 460-10 Guarantees and, as of December 31, 2016:2019, we had no material guarantees of the work or obligations of third parties recorded.
We have both committed and uncommitted lines of credit available to be used for letters of credit. Our total capacity under these committed and uncommitted lines of credit was approximately $1.4 billion of which $325 million had been utilized for outstanding letters of credit as of December 31, 2019. Information relating to our letters of credit is described in Note 14 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and the information discussed therein is incorporated by reference into this Part II, Item 7. Other than discussed in this report, we have not engaged in any material off-balance sheet financing arrangements through special purpose entities.



Contractual obligations and commitments

Significant contractual obligations and commercial commitments as of December 31, 2019 are as follows:
 Payments Due
Dollars in millions2017 2018 2019 2020 2021 Thereafter Total
Operating leases (a)$97
 $85
 $75
 $66
 $61
 $324
 $708
Purchase obligations (b)8
 6
 5
 3
 3
 1
 26
Pension funding obligation (c)36
 35
 35
 35
 35
 240
 416
Revolving credit agreement
 
 
 650
 
 
 650
Interest (d)15
 15
 15
 11
 
 
 56
Nonrecourse project finance debt8
 9
 10
 10
 5
 1
 43
Total (e)$164
 $150
 $140
 $775
 $104
 $566
 $1,899
 Payments Due
Dollars in millions2020 2021 2022 2023 2024 Thereafter Total
Debt obligations$27
 $27
 $27
 $477
 $8
 $716
 $1,282
Interest (a)68
 66
 64
 52
 40
 13
 303
Nonrecourse project finance debt11
 5
 1
 1
 
 
 18
Operating leases54
 44
 37
 33
 25
 119
 312
Pension funding obligation (b)47
 43
 43
 43
 43
 187
 406
Purchase obligations (c)30
 17
 13
 8
 2
 2
 72
Total (d)$237
 $202
 $185
 $614
 $118
 $1,037
 $2,393
 

(a)Amounts presented are netDetermined based on long-term debt borrowings outstanding at the end of subleases.2019 using the interest rates in effect for the individual borrowings as of December 31, 2019, including the effects of interest rate swaps. The payments due for interest reflect the cash interest that will be paid, which includes interest on outstanding borrowings and commitment fees. These amounts exclude the amortization of discounts or debt issuance costs.
(b)Included in our pension funding obligations are payments related to our agreement with the trustees of our U.K. pension plan. The agreement for this plan calls for minimum annual contributions of £33 million ($43 million at current exchange rates) from 2020 through the next valuation.
(c)In the ordinary course of business, we enter into commitments for theto purchase or lease of software and related maintenance, materials, supplies and similar items. The purchase obligations can span several years depending on the duration of the projects. The purchase obligations disclosed above do not include purchase obligations that we enter into with vendors in the normal course of business that support direct project costs on existing contracting arrangements with our customers. We expect to recover such obligations from our customers.
(c)Included in our pension obligations are payments related to our agreement with the trustees of our international plan. The agreement calls for minimum contributions of £28 million in 2016 through 2028. The foreign funding obligations were converted to U.S. dollars using the conversion rate as of December 31, 2016. KBR, Inc. has provided a guarantee for up to £95 million in support of Kellogg Brown & Root (U.K.) Limited's obligation to make payments to the plan in respect of its liability under the U.K. Pensions Act 1995.
(d)Determined based on borrowings outstanding at the end of 2016 using the interest rate in effect at that time and, for our outstanding long-term debt, concluding with the expiration date of the Credit Agreement.
(e)
Not included in the total areWe have excluded uncertain tax positions recorded pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 740 - Income Taxes, which totaled $261totaling $97 million as of December 31, 2016.2019. The ultimate timing of settlement of these obligations cannot be determined with reasonable assurance and have been excluded from the table above.assurance. See Note 1415 to our consolidated financial statements for further discussion on income taxes.
Additionally, we have excluded our proportionate share of obligations totaling $158 million as of December 31, 2019 related to the Funding Deeds on the Ichthys LNG Project. The amounts funded to JKC by the client are subject to refund to the extent they remain unresolved at December 31, 2020. See Note 8 to our consolidated financial statements for further discussion.




Transactions with Joint Ventures


We perform manyIn the normal course of our projects throughbusiness, we form incorporated and unincorporated joint ventures.ventures to execute projects. In addition to participating as a joint venture partner, we often provide engineering, procurement, construction, operations or maintenance services to the joint venture as a subcontractor. Where we provide services to a joint venture that we control and therefore consolidate for financial reporting purposes, we eliminate intercompany revenues and expenses on such transactions. In situations where we account for our interest in the joint venture under the equity method of accounting, we do not eliminate any portion of our subcontractor revenues or expenses. We recognize the profit over time on our services provided to joint ventures that we consolidate and joint ventures that we record under the equity method of accounting primarily using the percentage-of-completion method.accounting. See Note 1112 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information. The information discussed therein is incorporated by reference into this Part II, Item 7.


Recent Accounting Pronouncements


Information relating to recent accounting pronouncements is described in Note 2225 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and the information discussed therein is incorporated by reference into this Part II, Item 7.



49



U.S. Government Matters


Information relating to U.S. government matters commitments and contingencies is described in Note 1516 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and the information discussed therein is incorporated by reference into this Part II, Item 7.


Legal Proceedings


Information relating to various commitments and contingencies is described in Note 15Notes 16 and 1617 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and the information discussed therein is incorporated by reference into this Part II, Item 7.


Critical Accounting Policies and Estimates


The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the U.S. ("U.S. GAAP").GAAP. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the determination of financial positions, cash flows, results of operations, cash flows and related disclosures. Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements. Our criticalThe following discussion is intended to highlight and describe those accounting policies that are described belowespecially critical to the preparation of our consolidated financial statements and to provide a better understanding of our significant accounting estimates and assumptions about future events that affect the amounts reported in theour consolidated financial statements and accompanying notes.statements. Significant accounting estimates are important to the representation of our financial position and results of operations and involve our most difficult, subjective or complex judgments. We base our estimates on historical experience and on various other assumptions we believe to be reasonable according to the current facts and circumstances through the date of the issuance of our financial statements.


AccountingContract Revenue. We adopted ASC Topic 606 Revenue from Contracts with Customers on January 1, 2018, including the subsequent ASUs that amended and clarified the related guidance. Our policy on revenue recognition is provided in Note 1 to our consolidated financial statements for Government Contracts. Somethe year ended December 31, 2019. We recognize revenue on substantially all of our engineering, procurement and construction contracts and many of our services contracts over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. Contracts that include engineering, procurement and construction services are generally accounted for as a single performance obligation and are not segmented between types of services provided. We recognize revenue on those contracts over time using the cost-to-cost method, based primarily on contract costs incurred to date compared to total estimated contract costs at completion. Contract costs include all direct materials, labor and subcontractors costs and indirect costs related to contract performance. We believe this method is the most accurate measure of contract performance because it directly measures the value of the goods and services providedtransferred to the U.S. government are performedcustomer. For all other contracts where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on cost-reimbursable contracts. Generally, these contracts may contain base fees (a fixed profit percentage appliedour performance to our estimated costs to complete the work).

Revenues aredate, we recognized at the timerevenue when services are performed and such revenues include base fees, estimated direct project costs incurred and an allocationcontractually billable.

The cost-to-cost method of indirect costs. Indirect costs are applied using rates approved by our government customers. The general, administrative and overhead cost reimbursement rates are estimated periodically in accordance with government contract accounting regulations and may change based on actual costs incurred or based upon the volume of work performed. Revenues are reduced for our estimate of costs that either are in dispute with our customer or have been identified as potentially unallowable pursuantrevenue recognition requires us to the terms of the contract or the federal acquisition regulations.



Some of our U.S. government contracts include award fees, which are earned based on the client’s evaluation of our performance. When we have significant history with the client on which we earn award fees, we recognize award fees as work on the contracts is performed. That history and management's evaluation and monitoring of performance form the basis for our ability to estimate such fees over the life of the contract. Where we do not have significant history with the client, we recognize award fees when they are awarded by the client. Revisions to these estimates may result in increases or decreases to revenue and income, and are reflected in the financial statements in periods in which they are identified. Historically, revisions to these estimates have not had a material effect on our results of operations.

Similar to many cost-reimbursable contracts, these government contracts are typically subject to audit and adjustment by our customer. Each contract is unique; therefore, the level of confidence in our estimates for audit adjustments varies depending on how much historical data we have with a particular contract. KBR excludes from billings to the U.S. government costs that are expressly unallowable, or mutually agreed to be unallowable, or not allocable to government contracts based on the applicable regulations. Revenues recorded for government contract work are reduced for our estimate of potentially unallowable costs related to issues that may be categorized as disputed or unallowable as a result of cost overruns or the audit process. Ourprepare estimates of potentially unallowable costs are based upon, among other things, our internal analysis of the facts and circumstances, terms of the contracts and the applicable provisions of the FAR, quality of supporting documentation for costs incurred and subcontract terms, as applicable. From time to time, we engage outside counsel to advise us in determining whether certain costs are allowable. We also review our analysis and findings with the administrative contracting officer ("ACO"), as appropriate. In some cases, we may not reach agreement with the DCAA or the ACO regarding potentially unallowable costs which may result in our filing of claims in various courts such as the Armed Services Board of Contract Appeals ("ASBCA") or the U.S. Court of Federal Claims ("COFC"). We only include amounts in revenues related to disputed and potentially unallowable costs when we determine it is probable that such costs will result in revenue. We generally do not recognize additional revenues for disputed or potentially unallowable costs for which revenues have been previously reduced until we reach agreement with the DCAA or the ACO that such costs are allowable.

Engineering and Construction Contracts. Revenues from the performance of contracts for which specifications are provided by the customer for the construction of facilities, the production of goods or the provision of related services is accounted for using the percentage-of-completion method. These contracts include services essential to the construction or production of tangible property, such as design, EPC and EPC management. We account for these contracts in accordance with ASC 605-35, Revenue Recognition, Construction-Type and Production-Type Contracts.

At the outset of each contract, we prepare a detailed analysis of our estimated cost to complete for contracts in progress. Due to the project. Risks relatingnature of the work performed on many of our performance obligations, the estimates of total revenue and cost at completion is complex, subject to service delivery,many variables and require significant judgment. In making such estimates, judgments are required to evaluate contingencies such as weather, potential variances in schedule and the cost and usage of materials, labor cost and productivity, the impact of change orders, liability claims, contract disputes and achievement of contractual performance requirements and other factors require judgmentstandards. As a significant change in one or more of these estimates could affect the estimation process. On certain projects, we provide guaranteed completion dates and/or achievement of other performance criteria. Failure to meet schedule or performance guarantees could result in unrealized incentives or liquidated damages. Additionally, increases in contract cost can result in non-recoverable cost which could exceed revenue realized from the projects. We generally provide limited warranties for work performed under engineering and construction contracts. The warranty periods typically extend for a limited duration following substantial completionprofitability of our work on the project. Historically, warranty claims have not resultedcontracts, we routinely review and update our significant contract estimates through a disciplined project review process in material costs incurred, and any estimated costs for warranties are included in the individual project cost estimates for purposes of accounting long-term contracts.

We measurewhich management reviews the progress towards completionand execution of the project to determine the amount of revenuesour performance obligations and profit to be recognized in each reporting period. Profit is recorded based upon the product of estimated contract profit-at-completion times the current percentage-complete for the contract. Our progress estimates are based upon estimates of the total cost to complete the project, which considers, among other things, the current project schedule and anticipated completion date, as well as estimates of the extent of progress towardat completion. While progress is generally based upon costs incurred in relation to total estimated costs at completion, we also use alternative methods including physical progress, labor hours incurred to total estimated labor hours at completion or others depending on the type of project.

Our estimate of total revenues includes estimates of probable liquidated damages and certain probable claims and unapproved change orders. When estimating the amount of total gross profit or loss on a contract, we include certain probable unapproved change orders or claims to our clients as adjustments to revenues and claims to vendors, subcontractors and others as adjustments to total estimated costs. Probable claims against our clients are recorded up to the extent of the lesser of the amounts management expects to recover or actual costs incurred and include no profit until such time as they are finalized and approved. As of December 31, 2016 and 2015, we had recorded $28 million and $46 million, respectively, of claim revenue for costs incurred to date and such costs are included in the contract cost estimates. See Note 6 to our consolidated financial statements for our discussion on unapproved change orders and claims.



At least quarterly, significant projects are reviewed by management. We have a long history of working with multiple types of projects and in preparing cost estimates. However, there are many factors that impact future costs, including but not limited to weather, inflation, labor and community disruptions, timely availability of materials, productivity and other factorscost as outlined in “Item 1A. Risk Factors” contained in Part I of this Annual Report on Form 10-K. These factors can affect the accuracy of our estimates and materially impact our future reported earnings.

For contracts containing multiple deliverables we analyze each activity within the contract to ensure that we adhere to the separation guidelines of ASC 605 - Revenue Recognition and ASC 605-25 - Multiple-Element Arrangements.

Estimated Losses on Uncompleted Contracts and Changes in Contract Estimates. We record provisions for total estimated contract costs and losses, if any, are recognized on uncompleted contractsa cumulative catch-up basis in the period in which such lossesthe changes are identified. The cumulative effects of revisions toidentified at the contract revenues and estimated completion costs are recordedlevel. Such changes in contract estimates can result in the accountingrecognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in whicha prior period. Changes in contract estimates may also result in the amounts become evident and can be reasonably estimated. These revisions can includereversal of previously recognized revenue if the current estimate differs from the previous estimate.

It is common for our contracts to contain variable consideration in the form of incentive fees, performance bonuses, award fees, liquidated damages or penalties. Other contract provisions also give rise to variable consideration such items as the effects ofunapproved change orders and claims, warrantyand on certain contracts, index-based price adjustments. We estimate the amount of variable consideration at the most likely amount we expect to be entitled and is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur. Our estimates of variable consideration and determination of whether to include


such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, and any other information (historical, current or forecasted) that is reasonably available to us. Variable consideration associated with claims liquidated damagesand unapproved change orders is included in the transaction price only to the extent of costs incurred. We recognize claims against suppliers and subcontractors as a reduction in recognized costs when enforceability is established by the contract and the amounts are reasonably estimated and probable of recovery. Reductions in costs are recognized to the extent of the lesser of the amounts management expects to recover or other contractual penalties, adjustmentsactual costs incurred. As of December 31, 2019 and 2018, we had recorded $978 million and $973 million, respectively, of claim revenue and subcontractor recoveries for audit findings on U.S. government contractscosts incurred to date and contract closeout settlements. Information relating tosuch costs are included in the our changes in estimates is discussed inat completion. See Note 28 to our consolidated financial statements for our discussion on unapproved change orders and claims.

Purchase Price Allocation. We allocate the purchase price of an acquired business to the identifiable assets and liabilities of the acquiree based on estimated fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Fair value estimates are based on the assumptions management believes a market participant would use in Part II, Item 8 of this Annual Report on Form 10-Kpricing the asset and the information discussed therein is incorporated by reference into this Part II, Item 7.

Purchased intangible assets.are developed using widely accepted valuation techniques such as discounted cash flows. When determining the fair valuesvalue of the assets and liabilities of an acquired liabilities assumedbusiness, we make judgments and non-controlling interests in the acquiree, management makes significant estimates and assumptions, especially with respectusing all available information to intangible assets. Critical estimates in valuing intangible assets include,us including, but are not limited to, quoted market prices, carrying values, expected future cash flows, which includes consideration of future growth rates and margins, attrition rates, future changes in technology and brand awareness, loyalty and position and discount rates. FairWe engage third-party appraisal firms when appropriate to assist in the fair value estimates are based on the assumptions management believes a market participant would use in pricing the asset or liability. Amountsdetermination of intangible assets. The purchase price allocation recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.


Goodwill Impairment Testing. Our October 1, 2016 annualTesting. Goodwill is tested annually for possible impairment, and on an interim basis when indicators of possible impairment exist such as negative financial performance, significant changes in legal factors or business climate and industry trend, among other things. For purposes of impairment testing, goodwill is assigned to the applicable reporting units based on our current reporting structure. We test for goodwill was a quantitative analysisimpairment at the reporting unit level as of October 1 of each fiscal year using a two-step process that involves comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. The fair values of reporting units were determined using a combination of two methods, one utilizing market revenue and earnings multiples (the market approach) and the other derived from discounted cash flow models with estimated cash flows based on internal forecasts of revenues and expenses over a specified period plus a terminal value (the income approach).


UnderFor the 2019 annual goodwill impairment test under the market approach, we estimateestimated fair value by applying earnings and revenue market multiples ranging from 3.788.03 to 11.3915.51 times earnings and 0.270.56 to 2.022.22 times revenue.  TheUnder the income approach, estimateswe estimated fair value by discounting each reporting unit’s estimated future cash flows using a weighted-average cost of capital that reflectsreflecting current market conditions and the risk profile of the reporting unit. To arrive at our future cash flows, we useused estimates of economic and market assumptions, including growth rates in revenues, costs, estimates oftax rates and future expected changes in operating margins tax rates and cash expenditures. Future revenuesexpenditures that are also adjusted to matchconsistent with changes in our business strategy. The risk-adjusted discount rates applied to our future cash flows under the income approach in 2019 ranged from 10.4%10.1% to 12.8%11.6%. We believe these two approaches are appropriate valuation techniques and we generally weight the two resulting values equally as an estimate of a reporting unit's fair value for the purposes of our impairment testing. However, we may weigh one value more heavily than the other when conditions merit doing so. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The fair value derived from the weighting of these two methods provides appropriate valuations that, in the aggregate, reasonably reconcile to our market capitalization, taking into account observable control premiums.


In addition to the earnings and revenue multiples and the discount rates disclosed above, certain other judgments and estimates are used in our goodwill impairment test. Given this, ifIf market conditions change compared to those used in our market approach, or if actual future results of operations fall below the projections used in the income approach, our goodwill could become impaired in the future.

At the annual testing date of October 1, 2016, our market capitalization exceeded the carrying value of our consolidated net assets by $1 billion and the fair value of all our reporting units exceeded their respective carrying amounts as of that date.


The fair value for twoa reporting unitsunit in our E&CES business segment with goodwill of $57 million and $65$94 million, exceeded theirits carrying valuesvalue by 36% and 65%, respectively,266% based on projected growth rates and other market inputs thatincluding the timing of significant, long-term project awards by its customers. The fair value of this reporting unit and the related underlying assumptions are more sensitive to the risk of future variances due to competitive market conditions and reporting unit project execution. If future variances for theseIt is possible that changes in market conditions, revenue growth rates and profitability, and other assumptions are negative and significant,used in estimating the fair value of thesethis reporting unit could change, resulting in possible impairment of goodwill in the future. We determined that the fair value of our remaining reporting units may not substantially exceedexceeded their respective carrying values in future periods.values.




Deferred Taxes, Valuation Allowances, and Tax Contingencies.As discussed in Note 1415 to our consolidated financial statements, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. As of December 31, 2016, we had deferred tax assets of $757 million which were partially offset byWe record a valuation allowance of $542 million and further reduced by deferred tax liabilities of $245 million. The valuation allowance reducesto reduce certain deferred tax assets to amounts that are more-likely-than-not to be realized. The allowance for 2016 primarily relates to the deferred tax assets on certain net operating loss carryforwards for U.S. and non-U.S. subsidiaries.  We evaluate the realizability of our deferred tax assets by assessing the valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization areinclude our forecast of the company's forecasttiming and character of future taxable income exclusive of reversing temporary differences and carryforwards, future reversals of existing taxable temporary differences and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure

We consider both positive and negative evidence when evaluating the need for a valuation allowance on our deferred tax assets in accordance with ASC 740. Available evidence includes historical financial information supplemented by currently available information about future years.  Generally, historical financial information is more objectively verifiable than projections of future income and is therefore given more weight in our assessment.   We consider cumulative losses in the most recent twelve quarters to achievebe significant negative evidence that is difficult to overcome in considering whether a valuation allowance is required. Conversely, we consider a cumulative income position over the most recent twelve quarters, to be significant positive evidence that a valuation allowance may not be required. Changes in the amount, timing and character of our forecasted taxable income could have a significant impact of our ability to utilize deferred tax assets and related valuation allowance.

Our ability to utilize the unreserved foreign tax credit carryforwards is based on our ability to generate income from foreign sources of approximately $824 million prior to their expiration whereas our ability to utilize other net deferred tax assets exclusive of those associated with indefinite-lived intangible assets is based on our ability to generate U.S. forecasted taxable income of approximately $432 million.  Changes in our forecasted taxable income, in the applicable taxing jurisdictionsappropriate character and source as well as jurisdiction, could affect the ultimate realization of deferred tax assets and could result in an increase in the company's effective tax rate on future earnings.assets.


Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. We recognize potential interest and penalties related to unrecognized tax benefits in income tax expense.


Legal, Investigation and InvestigationOther Contingent Matters. As discussed in Notes 15 We record liabilities for loss contingencies when it is probable that a liability has been incurred and 16the amount is reasonably estimable. We provide disclosure when there is a reasonable possibility that the ultimate loss will exceed our recorded liability by a material amount or if the loss is not reasonably estimable but is expected to be material to our consolidated financial statements, as of December 31, 2016 and 2015, we have accrued an estimate of the probable and estimable costs for the resolution of some ofstatements. Generally, our legal and investigation matters. For other matters for which the liability is not probable and reasonably estimable, we have not accrued any amounts. Attorneys in our legal department monitor and manage all claims filed against us and review all pending investigations. Generally, the estimate of probable costsestimates related to these matters isare developed in consultation with internal and external legal counsel representing us.counsel. Our estimates are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. The precision of these estimates and the likelihood of future changes depend on a number of underlying variablesassumptions and a range of possible outcomes. WeWhen possible, we attempt to resolve these matters through settlements, mediation and arbitration proceedings, when possible.proceedings. If the actual settlement costs, final judgments or fines differ from our estimates, after appeals, our future financial results may be materially and adversely affected. We record adjustments to our initial estimates of these types of contingencies in the periods when the change in estimate is identified. All legal expenses associated with these matters are expensed as incurred. See Notes 16 and 17 to our consolidated financial statements for further discussion of our significant legal, investigation and other contingent matters.


Pensions. Our pension benefit obligations and expenses are calculated using actuarial models and methods. Two of the more critical assumptions and estimates used in the actuarial calculations are the discount rate for determining the current value of benefit obligations and the expected rate of return on plan assets. Other assumptions and estimates used in determining benefit obligations and plan expenses include inflation rates and demographic factors such as retirement age, mortality and turnover. These assumptions and estimates are evaluated periodically and are updated accordingly to reflect our actual experience and expectations.


The discount rate used to determine the benefit obligations was computed using a yield curve approach that matches plan specific cash flows to a spot rate yield curve based on high quality corporate bonds. The expected long-term rate of return on assets was determined by a stochastic projection that takes into account asset allocation strategies, historical long-term performance of individual asset classes, an analysis of additional return (net of fees) generated by active management, risks using standard deviations and correlations of returns among the asset classes that comprise the plans' asset mix. Plan assets are comprised primarily of equity securities, fixed income funds and securities, hedge funds, real estate and other funds. As we have both domestic and international plans, these assumptions differ based on varying factors specific to each particular country or economic environment.



The discount rate utilized to calculate the projected benefit obligation at the measurement date for our U.S. pension plan increaseddecreased to 3.73%2.89% at December 31, 20162019 from 3.42%3.98% at December 31, 2015.2018. The discount rate utilized to determine the projected benefit obligation at the measurement date for our U.K. pension plan, which constitutes 96% of all plans, decreased to 2.60%2.05% at December 31, 20162019 from 3.75%2.90% at December 31, 2015.2018. Our expected long-term rates of return on plan assets utilized at the measurement date increased to 5.00%6.09% from 4.81%6.01% for our U.S. pension plans and decreased to 6.10%5.09% from 6.25%5.20% for our U.K. pension plans, for the years ended December 31, 20162019 and 2015,2018, respectively.




The following table illustrates the sensitivity to changes in certain assumptions, holding all other assumptions constant, for our pension plans:
Effect onEffect on
Pretax Pension Cost in 2017 Pension Benefit Obligation at December 31, 2016Pretax Pension Cost in 2020 Pension Benefit Obligation at December 31, 2019
Dollars in millionsU.S. U.K. U.S. U.K.U.S. U.K. U.S. U.K.
25-basis-point decrease in discount rate
 1
 2
 99
$
 $
 $2
 $90
25-basis-point increase in discount rate
 (1) (2) (93)$
 $
 $(2) $(86)
25-basis-point decrease in expected long-term rate of return1
 3
 N/A
 N/A
$
 $4
 N/A
 N/A
25-basis-point increase in expected long-term rate of return
 (3) N/A
 N/A
$
 $(4) N/A
 N/A


Unrecognized actuarial gains and losses are generally recognized using the corridor method over a period of approximately 25 years, which represents a reasonable systematic method for amortizing gains and losses for the employee group. Our unrecognized actuarial gains and losses arise from several factors, including experience and assumption changes in the obligations and the difference between expected returns and actual returns on plan assets. The difference between actual and expected returns is deferred as an unrecognized actuarial gain or loss on our consolidated statement of comprehensive income (loss) and is recognized as a decrease or an increase in future pension expense. Our pretax unrecognized actuarial loss in accumulated other comprehensive loss at December 31, 20162019 was $1 billion,$878 million, of which $30$25 million is expected to be recognized as a component of our expected 20172020 pension expense compared to $31$18 million in 2016.2019.


The actuarial assumptions used in determining our pension benefits may differ materially from actual results due to changing market and economic conditions, changes in the legislative or regulatory environment, higher or lower withdrawal rates and longer or shorter life spans of participants. While we believe that the assumptions used are appropriate, differences in actual experience, expectations, or changes in assumptions may materially affect our financial position or results of operations. Our actuarial estimates of pension benefit expense and expected pension returns ofreturn on plan assets are discussed in Note 1213 in the accompanying consolidated financial statements.


Item 7A. Quantitative and Qualitative DiscussionDisclosures about Market Risk


Financial Market Risks. Cash and equivalents are deposited with major banks globally. Such deposits are placed with high quality institutions and the amounts invested in any single institution are limited to the extent possible in order to minimize concentration of counterparty credit risk. We invest excess cash and equivalents in short-term securities, primarily time deposits and money market funds, which carry a fixed rate of return. Additionally, a substantial portionWe have not incurred any credit risk losses related to deposits of our cash balances are maintained in foreign countries.and equivalents.


Foreign Currency Risk.We are exposed to market risk associated with changes in foreign currency exchange rates primarily related to operations outside of the U.S. We attempt to limit exposure to foreign currency fluctuations in most of these contracts through provisions requiring the client to pay us in currencies corresponding to the currency in which may adversely affect our results of operations and financial condition.

We are exposedcost is incurred. In addition to andthis natural hedge, we may use derivative instruments such as foreign exchange forward contracts and options to hedge material exposures if forecasted foreign currency revenues and costs are not denominated in the same currency and if efficient markets exist. These derivatives are generally designated as cash flow hedges and are carried at fair value. We do not enter into derivative financial instruments for trading purposes or make speculative investments in foreign currencies. We recorded a net gain of $4 million, and a net loss of $9 million and $11 million related to the impact of our hedging activities associated with our operating exposures in "Other non-operating income (loss)" on our consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017, respectively.

We also use derivative instruments to hedge foreign currency risk related to non-functional currencymonetary assets and liabilities denominated in non-functional currencies on our consolidated balance sheet.sheets. Each period, these balance sheet hedges are marked to market


through earnings and the change in their fair value is largely offset by remeasurement of the underlying assets and liabilities. The fair value of these derivatives was not material to our consolidated balance sheet for the periods presented. For more information see Note 2123 to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K and the information discussed therein is incorporated by reference into this Part II, Item 7A.


Where possible, we limit exposure to foreign currency fluctuations on forecasted transactions through provisions in our contracts that require client payments in currencies corresponding to the currency in which costs are incurred. In addition to this natural hedge, we use foreign exchange forward contracts and options to hedge forecasted foreign currency sales and purchase transactions. These derivatives are generally designated as cash flow hedges and are carried at fair value. The effective portion of the gain or loss is initially reported as a component of accumulated other comprehensive income (loss), and upon occurrence of the forecasted transaction, is subsequently reclassified into the income or expense line item to which the hedged transaction relates. Changes in the fair value of (1) credit risk and forward points, (2) instruments deemed ineffective during the period, and (3) instruments that we do not designate as cash flow hedges, are recognized within our consolidated statements of operations. We do not hold or issue derivatives for trading purposes or make speculative investments in foreign currencies. The impact of our hedging activities associated with our operating exposures was not material to our consolidated financial statements for and during the years ended December 31, 2016, 2015 and 2014.



We are exposed to the effects of fluctuations in foreign exchange rates (primarily Australian Dollar, British Pound, Canadian Dollar, and Euro) on the translation of the financial statements of our foreign operations into our reporting currency. The impact of this translation to U.S. dollars is recognized as a cumulative translation adjustment in accumulated other comprehensive income (loss). We do not hedge our exposure to potential foreign currency translation adjustments.

Interest Rate Risk. We are exposed to market risk for changes in interest rates for the Revolver and term loan borrowings under our Senior Credit Agreement,Facility. We had no borrowings outstanding under the revolving credit facility and $932 million under the term loan portions of which there were $650 million atour Senior Credit Facility as of December 31, 2016.2019.   Borrowings under ourthe Senior Credit AgreementFacility bear interest at variable rates.rates as described in Note 14 to our consolidated financial statements.

We manage interest rate exposure by entering into interest rate swap agreements where we agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated on an agreed-upon notional principal amount.  On October 10, 2018, we entered into interest rate swap agreements covering $500 million of notional value of our outstanding term loans. Under these swap agreements, we receive one month LIBOR rate and pay an average monthly fixed rate of 3.055% for the term of the swaps which expire in October 2022. The swap agreements were designated as a cash flow hedge at inception in accordance with ASC Topic 815 Accounting for Derivative and Hedging Transactions. The total fair value of these derivative instruments was a liability of approximately $21 million as of December 31, 2019.

At December 31, 2019, we had fixed rate debt aggregating $850 million and variable rate debt aggregating $432 million, after taking into account the effects of the interest rate swaps. Our weighted average interest rate for the year ended December 31, 20162019 was 2.00%5.29%.  We had no derivative financial instruments to manage interest rate risk related to outstanding borrowings. If interest rates were to increase by 50 basis points, pre-tax interest expense would increase by approximately $3$2 million in the next twelve months.months net of the impact from our swap agreements, based on outstanding borrowings as of December 31, 2019.




54





Item 8. Financial Statements and Supplementary Data

55







Report of Independent Registered Public Accounting Firm


TheTo the Shareholders and Board of Directors and Shareholders
KBR, Inc.:


Opinion on the ConsolidatedFinancial Statements
We have audited the accompanying consolidated balance sheets of KBR, Inc. and subsidiaries (the Company) as of December 31, 20162019 and 2015, and2018, the related consolidated statements of operations and comprehensive income, (loss), shareholders’ equity, and cash flows for each of the years in the three‑year period ended December 31, 2016.2019, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In connection with our audits ofopinion, the consolidated financial statements wepresent fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial statement schedule II. reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for revenues as of January 1, 2018 due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended.
Basis for Opinion
These consolidated financial statements and financial statement schedule, are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
In our opinion,Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements referredthat were communicated or required to above present fairly,be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment. The communication of critical audit matters does not alter in all material respects, the financial position of KBR, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three‑year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also inany way our opinion on the related financial statement schedule, when considered in relation to the basic consolidated financial statements, taken as a whole, presents fairly,and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of variable consideration and estimated costs at completion for long-term, fixed-price construction contracts
As discussed in Notes 1 and 8 to the consolidated financial statements, the Company recognizes revenue over time for substantially all material respects,construction contracts. The Company estimates variable consideration and includes such amounts in the information set forth therin.transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company measures progress toward completion using the cost-to-cost method, which measures progress as the ratio of (1) actual contract costs incurred to date to (2) the Company’s estimated costs at completion (EAC). In estimating the transaction price, judgments are required to determine the amount of consideration for index-based price adjustments and claims against customers. In estimating the measure of progress, judgments are required to determine the estimated


amount of costs to complete contracts in progress, including costs for subcontractor commitments and contingencies, as well as probable recoveries from claims against suppliers and subcontractors.
We also have audited,identified the evaluation of variable consideration and EACs for long-term, fixed-price construction contracts as a critical audit matter. Evaluating the estimated amounts expected to be recovered from claims against customers, suppliers, and subcontractors required auditor judgment because the amounts are in accordancedispute and the ultimate resolution of claims is uncertain. Evaluating the amount of consideration for index-based price adjustments involves auditor judgment given the variability and uncertainty associated with changes in the standardsindex. Evaluating the EAC for contracts in progress involves auditor judgment given the variability and uncertainty associated with estimating costs, including subcontractor commitments and contingencies, to be incurred over a long-term contract period.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s process for estimating (1) costs to complete long-term, fixed-price contracts in progress, including costs for subcontractor commitments and contingencies, as well as probable recoveries from claims against suppliers and subcontractors, (2) amounts expected to be recovered from claims against customers, and (3) index-based price adjustments. We evaluated the Company’s ability to estimate these amounts by comparing the Company’s previous estimates to actual results. We assessed the Company’s entitlement to and probable recovery from certain claims against customers, suppliers, and subcontractors by inspecting correspondence obtained from the Company’s external legal counsel. We involved professionals with specialized skills and knowledge who assisted in evaluating the Company’s estimated probable recovery for certain claims against customers, suppliers, and subcontractors by comparing the Company’s estimate against our independently developed range of probable recoveries. We evaluated the amount of consideration estimated for index-based price adjustments by comparing assumptions for the index to published data. We evaluated the EAC by (1) obtaining and inspecting contractual documents with customers and subcontractors, (2) interviewing project personnel to gain an understanding of the Publicstatus of project activities, and (3) obtaining and analyzing underlying documentation for a selection of costs in the EAC, including subcontractor commitments and contingencies.
Evaluation of the realizability of foreign tax credit carryforwards
As discussed in Notes 1 and 15 to the consolidated financial statements, the Company Accounting Oversight Board (United States), KBR, Inc.’s internal control over financial reportinghad $255 million of foreign tax credit carryforwards recorded as deferred tax assets as of December 31, 2016, based2019. The Company evaluates its ability to utilize foreign tax credit carryforwards by forecasting taxable foreign sourced income in the carryforward period and has determined there is a greater than 50% likelihood that a portion of these foreign tax credit carryforwards will be used prior to their expiration dates. A valuation allowance is recorded against the remaining amount of foreign tax credit carryforwards expected to expire unutilized. Changes in the Company’s forecasted amount and timing of foreign sourced income and tax elections could have a significant impact on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring OrganizationsCompany’s ability to utilize these carryforwards and the related valuation allowance.
We identified the evaluation of the Treadway Commission (COSO),realizability of foreign tax credit carryforwards as a critical audit matter. Applying and evaluating the results of our report dated February 24, 2017 expressed an unqualified opinion onprocedures required a high degree of auditor judgment related to forecasted amounts and timing of foreign sourced income as the effectivenessvaluation allowance is sensitive to changes in these assumptions. Additionally, specialized skills are necessary to evaluate tax elections.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s process for evaluating the realizability of foreign tax credit carryforwards, including controls related to (1) the development of the forecasted taxable foreign sourced income, and (2) tax elections. To assess the Company’s internal controlability to estimate taxable foreign sourced income, we compared the Company’s previous forecasts to actual results. We performed sensitivity analyses over financial reporting.
Our report dated February 24, 2017,the amount and timing of forecasted taxable foreign sourced income to assess the impact on utilization of foreign tax credit carryforwards prior to expiration. In addition, we involved federal and international income tax professionals with specialized skills and knowledge, who assisted in assessing the effectiveness of internal control over financial reporting as of December 31, 2016, contains an explanatory paragraph which states KBR, Inc. acquired Wyle Inc. and KBRwyle Technology Solutions, LLC (formerly Honeywell Technology Solutions Inc.) during 2016, and management excluded from its assessmentCompany’s application of the effectivenessrelevant tax regulations applied to derive taxable foreign sourced income.
Assessment of KBR, Inc.’s internal control over financialthe carrying value of goodwill within a reporting as of December 31, 2016, Wyle Inc.unit in the Energy Solutions business segment and KBRwyle Technologya reporting unit in the Government Solutions LLC’s internal control over financial reporting associated with total assets of $1.2 billion,business segment
As discussed in Notes 1 and total revenues of $487 million included in11 to the consolidated financial statements, the Company’s goodwill balance at December 31, 2019 was $1,265 million, of KBR, Inc.which $94 million and subsidiaries as$889 million related to reporting units within the Energy Solutions and Government Solutions business segments, respectively. The Company performs goodwill impairment testing on an annual basis and whenever indicators of potential impairment exist. The estimated fair values of reporting units are determined based on internal forecasts of revenues and margins for each reporting unit over a specified period. No impairment was recorded for the year ended December 31, 2016. Our audit of internal control over financial reporting of KBR, Inc. also excluded an evaluation2019.


We identified the assessment of the carrying value of goodwill for a reporting unit within the Energy Solutions business segment and a reporting unit within the Government Solutions business segment as a critical audit matter. A high degree of auditor judgment was required to evaluate forecasted revenue and margins as the reporting unit fair values are sensitive to changes in these assumptions.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controlcontrols over financialthe Company’s goodwill impairment assessment process, including controls related to development of forecasted revenue and margins. We compared the forecasted revenue and margins to (1) historical operating results, (2) remaining uncompleted performance obligations, and (3) public information available for specific customers’ intent to pursue certain projects. We performed sensitivity analyses over forecasted revenue and margins to assess their impact on the Company’s determination of the fair value of the reporting units. To assess the Company’s ability to estimate reporting unit revenues and margins, we compared the Company’s historical cash flow forecasts to actual results. We tested the reconciliation of Wyle Inc. and KBRwyle Technology Solutions, LLC.


the fair value of the Company’s reporting units to the market capitalization of the Company.
/s/ KPMG LLP


We have served as the Company’s auditor since 2005.

Houston, Texas
February 24, 20172020







58





KBR, Inc.
Consolidated Statements of Operations and Comprehensive Income
(In millions, except for per share data)
 Years ended December 31,
 2016 2015 2014
      
Revenues$4,268
 $5,096
 $6,366
Cost of revenues(4,156) (4,771) (6,431)
Gross profit (loss)112
 325
 (65)
Equity in earnings of unconsolidated affiliates91
 149
 163
General and administrative expenses(143) (155) (239)
Impairment of goodwill
 
 (446)
Asset impairment and restructuring charges(39) (70) (214)
Gain on disposition of assets7
 61
 7
Operating income (loss)28
 310
 (794)
Other non-operating income5
 2
 17
Income (loss) before income taxes and noncontrolling interests33
 312
 (777)
Provision for income taxes(84) (86) (421)
Net income (loss)(51) 226
 (1,198)
Net income attributable to noncontrolling interests(10) (23) (64)
Net income (loss) attributable to KBR$(61) $203
 $(1,262)
Net income (loss) attributable to KBR per share:     
Basic$(0.43) $1.40
 $(8.66)
Diluted$(0.43) $1.40
 $(8.66)
Basic weighted average common shares outstanding142
 144
 146
Diluted weighted average common shares outstanding142
 144
 146
Cash dividends declared per share$0.32
 $0.32
 $0.32
See accompanying notes to consolidated financial statements.


KBR, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In millions)

 Years ended December 31,
 2016 2015 2014
      
Net income (loss)$(51) $226
 $(1,198)
Other comprehensive income (loss), net of tax:     
Foreign currency translation adjustments:     
Foreign currency translation adjustments, net of tax7
 (68) (71)
Reclassification adjustment included in net income
 4
 1
Foreign currency translation adjustments, net of tax of $(3), $(3) and $47
 (64) (70)
Pension and post-retirement benefits, net of tax:     
Actuarial gains (losses), net of tax(249) 71
 (96)
Reclassification adjustment included in net income24
 39
 34
Pension and post-retirement benefits, net of taxes of $45, $(22) and $10(225) 110
 (62)
Changes in fair value of derivatives:     
Changes in fair value of derivatives, net of tax
 
 (2)
Reclassification adjustment included in net income(1) 1
 
Changes in fair value of derivatives, net of taxes of $0, $0 and $0(1) 1
 (2)
Other comprehensive income (loss), net of tax(219) 47
 (134)
Comprehensive income (loss)(270) 273
 (1,332)
Less: Comprehensive income attributable to noncontrolling interests(10) (25) (66)
Comprehensive income (loss) attributable to KBR$(280) $248
 $(1,398)
 Years ended December 31,
 2019 2018 2017
      
Revenues$5,639
 $4,913
 $4,171
Cost of revenues(4,986) (4,329) (3,732)
Gross profit653
 584
 439
Equity in earnings of unconsolidated affiliates35
 79
 70
Selling, general and administrative expenses(341) (294) (244)
Acquisition and integration related costs(2) (7) 
Asset impairment and restructuring charges
 
 (6)
(Gain) loss on disposition of assets17
 (2) 5
Gain on consolidation of Aspire subcontracting entities
 108
 
Operating income362
 468
 264
Interest expense(99) (66) (21)
Other non-operating income (loss)5
 (6) 4
Income before income taxes and noncontrolling interests268
 396
 247
(Provision) benefit for income taxes(59) (86) 193
Net income209
 310
 440
Net income attributable to noncontrolling interests(7) (29) (8)
Net income attributable to KBR$202
 $281
 $432
Net income attributable to KBR per share:     
Basic$1.42
 $1.99
 $3.05
Diluted$1.41
 $1.99
 $3.05
Basic weighted average common shares outstanding141
 140
 141
Diluted weighted average common shares outstanding142
 141
 141
Cash dividends declared per share$0.32
 $0.32
 $0.32
      
Net income$209
��$310
 $440
Other comprehensive income (loss), net of tax:     
Foreign currency translation adjustments, net of taxes of $1, $(2) and $6(11) (45) 2
Pension and post-retirement benefits, net of taxes of $11, $(14) and $(27)(62) 68
 125
Changes in fair value of derivatives, net of taxes of $2, $3 and $0(4) (11) 
Total other comprehensive income (loss)(77) 12
 127
Comprehensive income132
 322
 567
Less: Comprehensive income attributable to noncontrolling interests(7) (29) (7)
Comprehensive income attributable to KBR$125
 $293
 $560
See accompanying notes to consolidated financial statements.


59





KBR, Inc.
Consolidated Balance Sheets
(In millions, except share data)
December 31,December 31,
2016 20152019 2018
      
Assets      
Current assets:      
Cash and equivalents$536
 $883
$712
 $739
Accounts receivable, net of allowance for doubtful accounts of $14 and $17592
 628
Costs and estimated earnings in excess of billings on uncompleted contracts ("CIE")416
 224
Claims receivable400
 
Accounts receivable, net of allowance for doubtful accounts of $14 and $9938
 927
Contract assets215
 185
Other current assets103
 109
146
 108
Total current assets2,047
 1,844
2,011
 1,959
Claims and accounts receivable131
 526
Property, plant, and equipment, net of accumulated depreciation of $324 and $352 (including net PPE of $36 and $48 owned by a variable interest entity)145
 169
Claims receivable59
 98
Property, plant, and equipment, net of accumulated depreciation of $386 and $355 (including net PPE of $29 and $35 owned by a variable interest entity)130
 121
Operating lease right-of-use assets175
 
Goodwill959
 324
1,265
 1,265
Intangible assets, net of accumulated amortization of $100 and $91248
 35
Intangible assets, net of accumulated amortization of $184 and $151495
 516
Equity in and advances to unconsolidated affiliates369
 281
850
 724
Deferred income taxes118
 99
236
 222
Other assets127
 134
143
 147
Total assets$4,144
 $3,412
$5,364
 $5,052
Liabilities and Shareholders’ Equity      
Current liabilities:      
Accounts payable$535
 $438
$572
 $546
Billings in excess of costs and estimated earnings on uncompleted contracts ("BIE")552
 509
Contract liabilities484
 463
Accrued salaries, wages and benefits171
 173
209
 221
Nonrecourse project debt9
 10
11
 10
Operating lease liabilities39
 
Other current liabilities292
 263
186
 179
Total current liabilities1,559
 1,393
1,501
 1,419
Pension obligations526
 333
277
 250
Employee compensation and benefits113
 105
115
 109
Income tax payable78
 78
92
 84
Deferred income taxes149
 94
16
 27
Nonrecourse project debt34
 51
7
 17
Revolving credit agreement650
 
Deferred income from unconsolidated affiliates90
 100
Long term debt1,183
 1,226
Operating lease liabilities192
 
Other liabilities200
 206
124
 202
Total liabilities3,399
 2,360
3,507
 3,334
KBR shareholders’ equity:      
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 0 shares issued and outstanding
 
Common stock, $0.001 par value, 300,000,000 shares authorized, 175,913,310 and 175,108,100 shares issued, and 142,803,782 and 142,058,356 shares outstanding
 
Paid-in capital in excess of par ("PIC")2,088
 2,070
Accumulated other comprehensive loss ("AOCL")(1,050) (831)
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued
 
Common stock, $0.001 par value 300,000,000 shares authorized, 178,330,201 and 177,383,302 shares issued, and 141,819,148 and 140,900,032 shares outstanding, respectively
 
PIC2,206
 2,190
Retained earnings488
 595
1,441
 1,235
Treasury stock, 33,109,528 shares and 33,049,744 shares, at cost(769) (769)
Treasury stock, 36,511,053 shares and 36,483,270 shares, at cost, respectively(817) (817)
AOCL(987) (910)
Total KBR shareholders’ equity757
 1,065
1,843
 1,698
Noncontrolling interests(12) (13)14
 20
Total shareholders’ equity745
 1,052
1,857
 1,718
Total liabilities and shareholders’ equity$4,144
 $3,412
$5,364
 $5,052
See accompanying notes to consolidated financial statements.

60





KBR, Inc.
Consolidated Statements of Shareholders’ Equity
(In millions)


December 31,December 31,
2016 2015 20142019 2018 2017
          
Balance at January 1,$1,052
 $935
 $2,439
$1,718
 $1,197
 $725
Cumulative effect of change in accounting policies, net of tax (Note 1)50
 144
 
Adjusted balance at January 1, 20181,768
 1,341
 725
Acquisition of noncontrolling interest
 (40) 

 69
 (8)
Share-based compensation18
 18
 22
12
 10
 12
Tax benefit increase related to share-based plans
 1
 
Common stock issued upon exercise of stock options
 1
 4
5
 2
 
Tax benefit decrease related to share-based plans1
 
 
Dividends declared to shareholders(46) (47) (47)(46) (44) (45)
Repurchases of common stock(4) (62) (106)(4) (3) (53)
Issuance of employee stock purchase plan ("ESPP") shares3
 5
 4
3
 3
 3
Issuance of convertible debt
 18
 
Investments by noncontrolling interests
 
 10
1
 
 1
Distributions to noncontrolling interests(9) (28) (61)(14) (3) (4)
Other noncontrolling interests activity
 (3) 2

 2
 (1)
Comprehensive income (loss)(270) 273
 (1,332)
Comprehensive income132
 322
 567
Balance at December 31,$745
 $1,052
 $935
$1,857
 $1,718
 $1,197
See accompanying notes to consolidated financial statements.



61



KBR, Inc.
Consolidated Statements of Cash Flows
(In millions)
 Years ended December 31,
 2019 2018 2017
      
Cash flows from operating activities:     
Net income$209
 $310
 $440
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization104
 63
 48
Equity in earnings of unconsolidated affiliates(35) (79) (70)
Deferred income tax (benefit) expense(14) 26
 (322)
Loss (gain) on disposition of assets(17) 2
 (5)
Gain on consolidation of Aspire subcontracting entities
 (108) 
Other34
 24
 29
Changes in operating assets and liabilities, net of acquired businesses:     
Accounts receivable, net of allowance for doubtful accounts(16) (203) 92
Contract assets(31) 25
 40
Claims receivable39
 3
 430
Accounts payable23
 112
 (193)
Contract liabilities19
 (60) (198)
Accrued salaries, wages and benefits(9) 11
 14
Payments from (advances to) unconsolidated affiliates, net10
 12
 11
Distributions of earnings from unconsolidated affiliates69
 75
 62
Pension funding(45) (41) (37)
Other assets and liabilities(84) (7) (148)
Total cash flows provided by operating activities256
 165
 193
Cash flows from investing activities:     
Purchases of property, plant and equipment(20) (17) (8)
Investments in equity method joint ventures(146) (344) 
Proceeds from sale of assets or investments9
 25
 2
Acquisitions of businesses, net of cash acquired
 (354) (4)
Adjustments to cash due to consolidation of Aspire entities
 197
 
Other(1) 2
 (2)
Total cash flows used in investing activities$(158) $(491) $(12)



KBR, Inc.
Consolidated Statements of Cash Flows
(In millions)
 Years ended December 31,
 2016 2015 2014
      
Cash flows from operating activities:     
Net income (loss)$(51) $226
 $(1,198)
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization45
 39
 72
Equity in earnings of unconsolidated affiliates(91) (149) (163)
Deferred income tax expense18
 14
 353
Gain on disposition of assets(7) (61) (7)
Gain on negotiated settlement with former parent
 
 (24)
Impairment of goodwill
 
 446
Asset impairment16
 31
 171
Other3
 21
 11
Changes in operating assets and liabilities, net of acquired businesses:     
Accounts receivable, net of allowance for doubtful accounts121
 41
 170
Costs and estimated earnings in excess of billings on uncompleted contracts8
 224
 (107)
Accounts payable(6) (274) (10)
Billings in excess of costs and estimated earnings on uncompleted contracts33
 (2) 144
Accrued salaries, wages and benefits(50) (8) (29)
Reserve for loss on uncompleted contracts(5) (94) 57
(Advances to) payments from unconsolidated affiliates, net(1) 10
 13
Distributions of earnings from unconsolidated affiliates56
 92
 249
Income taxes payable(52) 26
 14
Pension funding(41) (48) (48)
Retainage payable(2) (2) (16)
Subcontractor advances8
 (12) (3)
Net settlement of derivative contracts(9) (44) (40)
Other assets and liabilities68
 17
 115
Total cash flows provided by operating activities61
 47
 170
Cash flows from investing activities:     
Purchases of property, plant and equipment(11) (10) (53)
Payments for investments in equity method joint ventures(61) (19) 
Proceeds from sale of assets or investments2
 130
 9
Acquisitions of businesses, net of cash acquired(911) 
 
Total cash flows (used in) provided by investing activities$(981) $101
 $(44)


KBR, Inc.
Consolidated Statements of Cash Flows
(In millions)
KBR, Inc.
Consolidated Statements of Cash Flows
(In millions)
KBR, Inc.
Consolidated Statements of Cash Flows
(In millions)
Years ended December 31,Years ended December 31,
2016 2015 20142019 2018 2017
          
Cash flows from financing activities:          
Payments to reacquire common stock(4) (62) (106)(4) (3) (53)
Acquisition of noncontrolling interest
 (40) 
Acquisition of remaining ownership interest in joint ventures
 (56) 
Investments from noncontrolling interests
 
 10
1
 
 1
Distributions to noncontrolling interests(9) (28) (61)(14) (3) (4)
Payments of dividends to shareholders(46) (47) (47)(46) (44) (45)
Proceeds from sale of warrants
 22
 
Purchase of note hedges
 (62) 
Issuance of convertible notes
 350
 
Net proceeds from issuance of common stock
 1
 4
5
 2
 
Excess tax benefits from share-based compensation1
 
 

 1
 
Borrowings on revolving credit agreement700
 
 

 250
 
Borrowings on long term debt
 1,075
 
Payments on revolving credit agreement(50) 
 

 (720) (180)
Payments on short-term and long-term borrowings(9) (11) (11)(70) (100) (9)
Debt issuance costs
 (57) 
Other1
 (5) 1
(5) (1) 
Total cash flows provided by (used in) financing activities584
 (192) (210)
Total cash flows provided (used) by financing activities(133) 654
 (290)
Effect of exchange rate changes on cash(11) (43) (52)8
 (28) 12
Decrease in cash and equivalents(347) (87) (136)
Increase (decrease) in cash and equivalents(27) 300
 (97)
Cash and equivalents at beginning of period883
 970
 1,106
739
 439
 536
Cash and equivalents at end of period$536
 $883
 $970
$712
 $739
 $439
Supplemental disclosure of cash flows information:          
Cash paid for interest$12
 $10
 $11
$80
 $52
 $21
Cash paid for income taxes (net of refunds)$49
 $66
 $37
$54
 $21
 $144
Noncash investing activities     
Acquisition of technology licensing rights$
 $16
 $
Noncash financing activities          
Dividends declared$12
 $12
 $12
$11
 $11
 $11
See accompanying notes to consolidated financial statements.

63





KBR, Inc.
Notes to Consolidated Financial Statements


Note 1. Description of Company and Significant Accounting Policies

KBR, Inc., a Delaware corporation, was formed on March 21, 2006 and is headquartered in Houston, Texas. KBR, Inc. and its wholly owned and majority-owned subsidiaries (collectively referred to herein as "KBR", "the Company", "we", "us" or "our") is a global provider of differentiated, professional services and technologies across the asset and program life-cycle within the government services and hydrocarbons industries. Our capabilities include highly-specialized engineering services, mission and logistics support solutions, technology licensing, consulting, procurement, construction, construction management, program management, operations, maintenance and other support services to a diverse customer base, including domestic and foreign governments, international and national oil and gas companies, independent refiners, petrochemical producers, fertilizer producers and manufacturers.


Principles of Consolidation


OurThe accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP")GAAP and include the accounts of KBR, Inc. and our wholly owned and majority-owned, controlledthe subsidiaries and variable interest entities ("VIEs") of which we areit controls, including VIEs where it is the primary beneficiary. We account for investments over which we have significant influence, but not a controlling financial interest, using the equity method of accounting. See Note 1112 to our consolidated financial statements for further discussion onof our equity investments and VIEs. The cost method is used when we do not have the ability to exert significant influence. All material intercompany balances and transactions of consolidated subsidiaries are eliminated.eliminated in consolidation.


Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation on thein our consolidated statements of operations, consolidated balance sheets and the consolidated statements of cash flows.

We have evaluated all events and transactions occurring subsequent toafter the balance sheet date ofbut before the financial statements throughwere issued and have included the filing dateappropriate disclosures.

We have elected to classify certain indirect costs incurred as overhead (included in "Cost of this annual reportrevenues") or general administrative expenses for U.S. GAAP reporting purposes in the same manner as such costs are defined in our disclosure statements under CAS. Effective January 1, 2019, we established a new CAS structure and revised our disclosure statements accordingly to reflect the related cost accounting practice changes. Consequently, for the years ended December 31, 2018 and 2017, $128 million and $97 million, respectively, was reclassified from "Cost of revenues" to "Selling, general and administrative expenses" on Form 10-K.our consolidated statement of operations.


 Year Ended Year Ended
 December 31, 2018 December 31, 2017
Dollars in millionsAs Reported As Previously Reported As Reported As Previously Reported
Statement of Operations       
Cost of revenues$(4,329) $(4,457) $(3,732) $(3,829)
Selling, general and administrative expenses(294) (166) (244) (147)


Business Reorganization

Effective January 1, 2019, we changed the name of our Government Services segment to "Government Solutions", our Technology segment to "Technology Solutions" and our Hydrocarbons Services segment to "Energy Solutions". The change did not have an impact on our reportable segments.

As of January 1, 2019, our segments consist of the following 5 reportable segments:
Government Solutions
Technology Solutions
Energy Solutions
Non-strategic Business
Other

See Note 2 to our consolidated financial statements for further discussion on our segments. We have presented our segment results reflecting these changes for all periods presented. In conjunction with the change in segments, we evaluated goodwill associated with each of our reporting units using Level 3 fair value inputs, and no impairment indicators were identified.

Use of Estimates


The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements andliabilities; the reported amounts of revenues and expenses during for


the reporting period. Actualperiods covered and certain amounts disclosed in the notes to our consolidated financial statements. These estimates are based on information available through the date of the issuance of the financial statements and actual results could differ from those estimates. Areas requiring significant estimates and assumptions by our management include the following:


project revenues, costs and profits on engineering and construction contracts, including recognition of estimated losses on uncompleted contracts
project revenues, award fees, costs and profits on government services contracts
provisions for uncollectible receivables and client claims and recoveries of costs from subcontractors, vendors and others
provisions for income taxes and related valuation allowances and tax uncertainties
recoverability of goodwill
recoverability of other intangibles and long-lived assets and related estimated lives
recoverability of equity method and cost method investments
valuation of pension obligations and pension assets
accruals for estimated liabilities, including litigation accruals
consolidation of VIEs
valuation of share-based compensation
valuation of assets and liabilities acquired in business combinations


In accordance with normal practice in the construction industry, we include in current assets and current liabilities amounts related to construction contracts realizable and payable over a period in excess of one year. If the underlying estimates and assumptions upon which the financial statements are based change in the future, actual amounts may differ from those included in the accompanying consolidated financial statements.





Cash and Equivalents


We consider highly liquid investments with an original maturity of three months or less to be cash equivalents. See Note 45 to our consolidated financial statements for our discussion on cash and equivalents.


Revenue Recognition


GovernmentWe adopted ASC Topic 606, Revenue from Contracts with Customers on January, 1, 2018. Our financial results for reporting periods beginning January 1, 2018 are presented under the new accounting standard, while financial results for prior periods will continue to be reported in accordance with our historical accounting policy.

Revenue is measured based on the amount of consideration specified in a contract with a customer. Revenue is recognized when and as our performance obligations under the terms of the contract are satisfied which generally occurs with the transfer of control of the goods or services to the customer.

Contract Combination

To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate a combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts primarily because we provide a significant service of integrating a complex set of tasks and components into a single project or capability. Contracts that cover multiple phases of the product lifecycle (development, construction and maintenance & support) are typically considered to have multiple performance obligations even when they are part of a single contract.

For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. In cases where we do not provide the distinct good or service on a standalone basis, which is more prevalent than not, the primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we forecast our expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct good or service.

Services Contracts

For service contracts (including maintenance contracts) where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized

Certain services provided to the United States ("U.S.") government are performed on cost-reimbursable contracts. Generally, these contracts may contain base fees (a fixed profit percentage applied to our estimates of costs to complete the work) and award fees (a variable profit percentage applied to definitized costs, which is subject to our customer's discretion and tied to the specific performance measures defined in the contract, such as adherence to schedule, health and safety, quality of work, responsiveness, cost performance and business management).

Revenues are recognized at the timewhen services are performed and such revenuescontractually billable. For all other types of service contracts, revenue is recognized over time generally using the cost-to-cost method (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress because it best depicts the transfer of value to the customer. Contract costs include base fees, actualall direct projectmaterials, labor and subcontractor costs incurred and an allocation of indirect costs. Indirect costs related to contract performance.

Under the typical payment terms of our services contracts, amounts are applied using rates approved by our government customers. The general, administrative and overhead cost reimbursement rates are estimated periodicallybilled as work progresses in accordance with government contract accounting regulations and may change based on actual costs incurredagreed-upon contractual terms, either at periodic intervals (e.g., weekly, biweekly or basedmonthly) or upon the volumeachievement of work performed. Award fees are recognized when such fees are probable and estimable. Estimates of the total fee to be earned are made based on contract provisions, prior experience with similar contracts or clients and management’s evaluation of the performance on such contracts. Revenues are reduced for our estimate of costs that either are in dispute with our customer or have been identified as potentially unallowable pursuant to the terms of the contract or the federal acquisition regulations.contractual milestones.


Engineering and Construction Contracts


Contracts. Revenues fromWe recognize revenue over time, as performance obligations are satisfied, for substantially all of our engineering and construction contracts due to the continuous transfer of control to the customer. For most of our engineering and construction contracts, the customer contracts with us to provide construction, engineering, designa significant service of integrating a complex set of tasks and components into a single project or similar servicescapability and are recognizedtherefore accounted for as single performance obligations. We recognize revenue using the percentage-of-completioncost-to-cost method, of accounting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605 - Revenue Recognition. Dependingbased primarily on the type of job, progress is generally measured based uponcontract costs incurred to date compared to total estimated contract costs. This method is the most accurate measure of our contract performance because it directly measures the value of the goods and services transferred to the customer.

Contract costs at completion, man-hours expended to date to total man-hours estimated at completion or physical progress. Changes in total estimated contractinclude all direct material, labor and subcontractor costs and losses, if any, are provided for in the period they are determined. Certain claims and change orders that are in the process of negotiation with customers for additional work or changes in the scope of workindirect costs related to contract performance. Customer-furnished materials are included in both contract valuerevenue and cost of revenue when collectionmanagement concludes that the company is deemed probableacting as a principal rather than as an agent. We recognize revenue, but not profit, on certain uninstalled materials that are not specifically produced or fabricated for a project. Revenue for uninstalled materials is recognized when the cost is incurred and control is transferred to the value can be reliably estimated.

Our work is performed under three general types of contracts: fixed-price contracts, cost-reimbursable plus a fee or mark-up contracts and "hybrid" contracts containing cost-reimbursable and fixed-price scopes. All contract types may be modified by cost escalation provisions or other risk sharing mechanisms and incentive and penalty provisions. Duringcustomer. Project mobilization costs are generally charged to the term of a project the contract or componentsas incurred when they are an integrated part of the contract mayperformance obligation being transferred to the client. Pre-contract costs are expensed as incurred unless they are expected to be renegotiatedrecovered from the client.

The payment terms of our engineering and construction contracts from time to include characteristics oftime require the customer to make advance payments as well as interim payments as work progresses. The advance payment generally is not considered to contain a different contract type. Whensignificant financing component as we negotiate any type of contract, we frequently are requiredexpect to accomplish the scope of work and meet certain performance criteriarecognize those amounts in revenue within a specified time frame; otherwise, we could be assessed damages, whichyear of receipt as work progresses on the related performance obligation.

Variable Consideration

It is common for our contracts to contain variable consideration in some cases are agreed-upon liquidated damages. We include an estimatethe form of incentive fees, performance bonuses, award fees, liquidated damages in our estimatesor penalties. Other contract provisions also give rise to variable consideration such as a reduction of total contract value when it is deemed probable that they will be assessed. Profit is recorded based upon the product of estimated contract profit-at-completion times the current percentage-complete for the contract.

Fixed-price contracts, which include unit-rate contracts (essentially a fixed-price contract with the only variable being units of work performed), are for a fixed sum to cover all costs and any profit element for a defined scope of work. Fixed-price contracts entail significant risk to us because they require us to predetermine the work to be performed, the project execution schedule and the costs associated with the work. As a result, we may benefit or be penalized for cost variations from our original estimates. However, these contract prices may be adjusted for changes in scope of work, new or changing laws and regulations and other negotiated events.

Cost-reimbursable contracts include contracts where the price is variable based upon our actual costs incurred for time and materials and for reimbursable labor hour contracts. Profit on cost-reimbursable contracts may be a fixed amount, a mark-up applied to costs incurred or a combination of the two. Cost-reimbursable contracts are generally less risky than fixed-price contracts because the owner/customer retains many of the project risks.



Unapproved Change Orders and Claims. Revenues and gross profit on contracts can be significantly affected by change orders and claims that may not be approved by the customer until the later stages of a contract or subsequent to the date a project is completed. If it is not probable that the costs will be recovered through a change in contract price, the costs attributable to unapproved change orders and claims, are treated as contract costs without incremental revenue. Forand on certain contracts, whereindex-based price adjustments. We estimate the amount of variable consideration at the most likely amount to which we expect to be entitled. Variable consideration is included in the transaction price when it is probable that a significant reversal of cumulative revenue recognized will not occur or when the costs will be recovered through a change orderuncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include such amounts in the transaction price are based largely on our assessment of legal enforceability, anticipated performance, and any other information (historical, current or resolution of a claim, total estimated contract revenueforecasted) that is increased by the lesser of the amounts management expectsreasonably available to recover or the costs expected to be incurred.us.

When estimating the amount of total gross profit or loss on a contract, we includeVariable consideration associated with claims and unapproved change orders oris included in the transaction price only to the extent of costs incurred. We recognize claims to our clients as adjustments to revenues. We include claims toagainst vendors, subcontractors and others as adjustments to total estimated costs. If we have a reasonable legal basisreduction in recognized costs when enforceability is established by the contract and the amounts are reasonably estimable and probable claims against othersof recovery. Reductions in costs are recorded uprecognized to the extent of the lesser of the amounts management expects to recover or actual costs incurred.

We provide limited warranties to customers for work performed under our contracts that typically extend for a limited duration following substantial completion of our work on a project. Such warranties are not sold separately and do not provide customers with a service in addition to assurance of compliance with agreed-upon specifications. Accordingly, these types of warranties are not considered to be separate performance obligations. Historically, warranty claims have not resulted in material costs incurred and include no profit until such time as they are finalized and approved. See Note 6 to our consolidated financial statements for our discussion on unapproved change orders and claims.incurred.


Services Contracts

Contract Estimates and Modifications
Revenues for
Due to the nature of the work required to be performed on many of our servicesperformance obligations, the estimation of total revenue and cost at completion is complex and subject to many variables and requires significant judgment. As a significant change in one or more of these estimates could affect the profitability of our contracts, are recorded aswe routinely review and update our contract-related estimates through a disciplined project review process in which management reviews the services are renderedprogress and execution of our performance obligations and the amounts are deemed realized or realizableEAC. As part of this process, management reviews information including, but not limited to, outstanding contract matters, progress towards completion, program schedule and earned. Revenues are recognized when persuasive evidencethe associated changes in estimates of a customer arrangement exists, delivery has occurred or services have been rendered,revenues and costs. Management must make assumptions and estimates regarding the priceavailability and productivity of labor, the complexity of the work to be performed, the availability and cost of materials, the performance of subcontractors and the availability and timing of funding from the customer, along with other risks inherent in performing services under all contracts where we recognize revenue over time using the cost-to-cost method.

We recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior period. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate differs from the previous estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the period it is fixedidentified.

Contracts are often modified to account for changes in contract specifications and determinable, and collectionrequirements. Most of revenues is reasonably assured. Revenues associated with incentive feesour contract modifications are for these contracts are recognized when earned.

Gross Profit

Gross profit represents business segment revenues less the cost of revenues, which includes business segment overhead costs directly attributable to execution of contracts by the business segment.

Contract Costs

Contract costs include all direct material and labor costs and those indirect costs related to contract performance. Indirect costs, included in cost of revenues, include charges for such items as facilities, engineering, project management, quality control, bids and proposals and procurement.

General and Administrative Expenses

Our general and administrative expenses represent corporate and segment overhead expensesgoods or services that are not associated withdistinct from existing contracts due to the executionsignificant integration provided in the context of the contracts. Generalcontract and administrative expenses include chargesare accounted for such items as executive management, corporate business development, information technology, financeif they were part of the original contract. The effect of a contract modification on the transaction price and accounting, human resourcesour measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. We account for contract modifications when the modification results in the promise to deliver additional goods or services that are distinct and various other corporate functions.

Accounts Receivable

Accounts receivable are recorded at the invoicedincrease in price of the contract is for the same amount based on contracted prices. Amounts collected on accounts receivable areas the stand-alone selling price of the additional goods or services included in net cash providedthe modification.

Contract Assets and Liabilities

Billing practices are governed by operating activities in the consolidated statementscontract terms of cash flows.

We establish an allowance for doubtful accountseach project based onupon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the assessmentpercentage-of-completion method. Contract assets include unbilled amounts typically resulting from revenue under long-term contracts when the percentage-of-completion method of revenue recognition is utilized and revenue recognized exceeds the clients’ willingness and ability to pay. In addition to such allowances, there are often items in dispute or being negotiated that may require us to make an estimate asamount billed to the ultimate outcome. Past due receivable balances are written off when our internal collection efforts have been unsuccessfulcustomer. Contract liabilities consist of advance payments and billings in collecting the amounts due. See Note 5 to our consolidated financial statements for our discussion on accounts receivable.excess of revenue recognized as well as deferred revenue.


Retainage, included in accounts receivable, representscontract assets, represent the amounts withheld from billings by our clients pursuant to provisions in the contracts and may not be paid to us until the completion of specific tasks or the completion of the project and, in some instances, for even longer periods. Retainage may also be subject to restrictive conditions such as performance guarantees.

Our retainage receivable excludes amounts withheld bycontract assets and liabilities are reported in a net position on a contract-by-contract basis at the U.S. government on certain contracts. See Note 15 to our consolidated financial statements for our discussion on U.S. government receivables.



Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts, Including Claims, and Advanced Billings and Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts

Billing practices are governed by the contract termsend of each project based upon costs incurred, achievement of milestonesreporting period. We classify contract assets and liabilities as current or pre-agreed schedules. Billings do not necessarily correlate withnoncurrent to the extent the revenue recognized using the percentage-of-completion method of accounting. Costs and estimated earnings in excess of billings on uncompleted contracts ("CIE") represent the excess of contract costs and profits recognizedis expected to date using the percentage-of-completion method over billings to date on certain contracts. Billings in excess of costs and estimated earnings on uncompleted contracts ("BIE") represents the excess of billings to date over the amount of contract costs and profits recognized to date using the percentage-of-completion method on certain contracts. For service-type contracts, revenuesbe recognized in excess of amounts billedone year from the balance sheet date.

Gross Profit

Gross profit represents revenues less the cost of revenues, which includes business segment overhead costs directly attributable to execution of contracts by the business segment.

General and Administrative Expenses

Our general and administrative expenses represent expenses that are not associated with the execution of the contracts. General and administrative expenses include charges for such items as executive management, corporate business development, information technology, finance and accounting, human resources and various other corporate functions.

Accounts Receivable

Accounts receivable are recorded based on contracted prices when we obtain an unconditional right to payment under the terms of our contracts. We establish an allowance for doubtful accounts based on the assessment of our clients' willingness and ability to pay. In addition to such allowances, there are often items in dispute or being negotiated that may require us to make an


estimate as to the customerultimate outcome. Past due receivable balances are recordedwritten off when our internal collection efforts have been unsuccessful in CIEcollecting the amounts due.

In 2018, we entered into a factoring agreement to sell certain receivables to unrelated third-party financial institutions. These transactions are accounted for as sales and amounts billedresult in a reduction in accounts receivable because the agreements transfer effective control over and risk related to the customer in excess of revenues recognizedreceivable to date are recorded in BIE. With the exception of claims and change orders that we arepurchaser. Our factoring agreement does not allow for recourse in the processevent of negotiating with customers, unbilled receivables are usually billed during normal billing processes following achievementuncollectibility, and we do not retain any controlling interest in the underlying accounts receivable once sold. We derecognized $14 million of the contractual requirements. We anticipate that substantially all incurred costs associated with unbilled receivablesaccounts receivable as of December 31, 2016 will be billed and collected2018 under this factoring agreement. The fees associated with sale of receivables under this agreement were not material in 2017. See Note 6 to our consolidated financial statements for our discussion on CIE and BIE.2018. No receivables were factored in 2019.


Property, Plant and Equipment


Property, plant and equipment are reported at cost less accumulated depreciation except for those assets that have been written down to their fair values due to impairment. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance and repairs are charged to expense as incurred. The cost of property, plant and equipment sold or otherwise disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in operating income for the respective period. Depreciation is generally provided on the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized using the straight-line method over the shorter of the useful life of the improvement or the lease term. See Note 810 to our consolidated financial statements for our discussion on property, plant and equipment.
Acquisitions

We account for business combinations using the acquisition method of accounting in accordance with ASC 805 - Business Combinations, which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. We conduct external and internal valuations of certain acquired assets and liabilities for inclusion in our balance sheet as of the date of acquisition. Initial purchase price allocations are subject to revisions within the measurement period, not to exceed one year from the date of acquisition. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred.

Goodwill and Intangible Assets
Goodwill is an asset representing the excess cost over the fair market value of net assets acquired in business combinations. In accordance with ASC 350 - Intangibles - Goodwill and Other, goodwill is not amortized but is tested annually for impairment or on an interim basis when indicators of potential impairment exist. Goodwill is tested for impairment at the reporting unit level. Our reporting units are our operating segments or components of operating segments where discrete financial information is available and segment management regularly reviews the operating results. For purposes of impairment testing, goodwill is allocated to the applicable reporting units based on the currentour reporting structure. If the fair value of a reporting unit exceeds its carrying value, the goodwill of the reporting unit is not considered impaired. If the carrying value of a reporting unit exceeds its fair value, a second step of the goodwill impairment test is performed to measure the amount of goodwill impairment. The second step compares the implied fair value of the reporting unit goodwill to the carrying value of the reporting unit goodwill. We determine the implied fair value of the goodwill in the same manner as determining the amount of goodwill to be recognized in a business combination. We completed our annual goodwill impairment test in the fourth quarter of 20162019 and determined that none of the goodwill was impaired. See Note 911 to our consolidated financial statements for reported goodwill in each of our segments.
We had intangible assets with anet carrying valuevalues of $248$495 million and $35$516 million as of December 31, 20162019 and 2015,2018, respectively. Intangible assets with indefinite lives are not amortized but are subject to annual impairment tests or on an interim basis when indicators of potential impairment exist. An intangible asset with an indefinite life is impaired if its carrying value exceeds its fair value. As of December 31, 2016, none2019, NaN of our intangible assets with indefinite lives were impaired. Intangible assets with finite lives are amortized on a straight-line basis over the useful life of those assets, ranging from 1 year to 25 years. See Note 911 to our consolidated financial statements for further discussion of our intangible assets.



Investments


We account for non-marketable investments using the equity method of accounting if the investment gives us the ability to exercise significant influence over, but not control, of an investee. Significant influence generally exists if we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions.




Equity in earnings of unconsolidated affiliates, in the consolidated statements of operations, reflects our proportionate share of the investee's net income, including any associated affiliate taxes. Our proportionate share of the investee’s other comprehensive income (loss), net of income taxes, is recorded in the consolidated statements of shareholders’ equity and consolidated statements of comprehensive income (loss). In general, the equity investment in our unconsolidated affiliates is equal to our current equity investment plus those entities' undistributed earnings.
    
We evaluate our equity method investments for impairment at least annually or whenever events or changes in circumstances indicate, in management’s judgment, that the carrying value of an investment may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, management compares the estimated fair value of the investment to the carrying value of the investment to determine whether an impairment has occurred. If the estimated fair value is less than the carrying value and management considers the decline in value to be other than temporary, the excess of the carrying value over the estimated fair value is recognized in the financial statements as an impairment. See Note 1112 to our consolidated financial statements for our discussion on equity method investments.


Where we are unable to exercise significant influence over the investee, or when our investment balance is reduced to zero from our proportionate share of losses, the investments are accounted for under the cost method. Under the cost method, investments are carried at cost and adjusted only for other-than-temporary declines in fair value, distributions of earnings or additional investments.


Variable Interest EntitiesJoint Ventures and VIEs


The majority of our joint ventures are VIEs. We account for VIEs in accordance with ASC 810 - Consolidation, which requires the consolidation of VIEs in which a company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive the benefits from the VIE that could potentially be significant to the VIE. If a reporting enterprise meets these conditions, then it has a controlling financial interest and is the primary beneficiary of the VIE. Our unconsolidated VIEs are accounted for under the equity method of accounting.


We assess all newly created entities and those with which we become involved to determine whether such entities are VIEs and, if so, whether or not we are their primary beneficiary. Most of the entities we assess are incorporated or unincorporated joint ventures formed by us and our partner(s) for the purpose of executing a project or program for a customer and are generally dissolved upon completion of the project or program. Many of our long-term, energy-relatedengineering and construction projects are executed through such joint ventures. Although the joint ventures in which we participate own and hold contracts with the customers, the services required by the contracts are typically performed by the joint venture partners, or by other subcontractors under subcontracts with the joint ventures. Typically, these joint ventures are funded by advances from the project owner, and accordingly, require little or no equity investment by the joint venture partners but may require subordinated financial support from the joint venture partners such as letters of credit, performance and financial guarantees or obligations to fund losses incurred by the joint venture. Other joint ventures, such as privately financed initiatives ("PFIs"),PFIs, generally require the partners to invest equity and take an ownership position in an entity that manages and operates an asset after construction is complete. The assets of joint ventures are restricted for use to the obligations of the particular joint venture and are not available for our general operations.


As required by ASC 810 - Consolidation, weWe perform a qualitative assessment to determine whether we are the primary beneficiary once an entity is identified as a VIE. Thereafter, we continue to re-evaluate whether we are the primary beneficiary of the VIE in accordance with ASC 810 - Consolidation. A qualitative assessment begins with an understanding of the nature of the risks in the entity as well as the nature of the entity’s activities. These include the terms of the contracts entered into by the entity, ownership interests issued by the entity and how they were marketed and the parties involved in the design of the entity. We then identify all of the variable interests held by parties involved with the VIE including, among other things, equity investments, subordinated debt financing, letters of credit, financial and performance guarantees and contracted service providers. Once we identify the variable interests, we determine those activities which are most significant to the economic performance of the entity and which variable interest holder has the power to direct those activities. Though infrequent, some of our assessments reveal no primary beneficiary because the power to direct the most significant activities that impact the economic performance is held equally by two or more variable interest holders


who are required to provide their consent prior to the execution of their decisions. Most of the VIEs with which we are involved have relatively few variable interests and are primarily related to our equity investment, significant service contracts and other subordinated financial support. See Note 1112 to our consolidated financial statements for our discussion on variable interest entities.




In February 2015,Occasionally, we may determine that we are the FASB issued Accounting Standards Update ("ASU") No. 2015-02, Consolidation (Topic 810) - Amendmentsprimary beneficiary as a result of a reconsideration event associated with an existing unconsolidated VIE. We account for the change in control under the acquisition method of accounting for business combinations in accordance with ASC 805. See Note 4 to the Consolidation Analysis. This ASU amended the consolidation guidance for VIEs as well as general partners’ investments in limited partnerships and modified the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. The amendments were effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. On January 1, 2016, we adopted ASU 2015-02. The adoption of this update did not have a material impact on our consolidated financial statements.

Acquisitions

We account for business combinations using the acquisition method of accounting in accordance with ASC 805 - Business Combinations, which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. We conduct external and internal valuations of certain acquired assets and liabilities for inclusion in our balance sheet as of the date of acquisition. Initial purchase price allocations are subject to revisions within the measurement period, not to exceed one year from the date of acquisition. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred.


Deconsolidation of a Subsidiary


We account for a gain or loss on deconsolidation of a subsidiary or derecognition of a group of assets in accordance with ASC 810-10-40-5. We measure the gain or loss as the difference between (a) the aggregate of all the following: (1) the fair value of any consideration received, (2) the fair value of any retained noncontrolling investment in the former subsidiary or group of assets at the date the subsidiary is deconsolidated or the group of assets is derecognized and (3) the carrying amount of any noncontrolling interest in the former subsidiary (including any accumulated other comprehensive income attributable to the noncontrolling interest) at the date the subsidiary is deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying amount of the group of assets.


Pensions


We account for our defined benefit pension plans in accordance with ASC 715 - Compensation - Retirement Benefits, which requires an employer to:


recognize on its balance sheet the funded status (measured as the difference between the fair value of plan assets and the benefit obligation) of the pension plan;
recognize, through comprehensive income, certain changes in the funded status of a defined benefit plan in the year in which the changes occur;
measure plan assets and benefit obligations as of the end of the employer’s fiscal year; and
disclose additional information.


Our pension benefit obligations and expenses are calculated using actuarial models and methods. Two of the more critical assumptions and estimates used in the actuarial calculations are the discount rate for determining the current value of benefit obligations and the expected rate of return on plan assets. Other assumptions and estimates used in determining benefit obligations and plan expenses include inflation rates and demographic factors such as retirement age, mortality and turnover. These assumptions and estimates are evaluated periodically (typically annually) and are updated accordingly to reflect our actual experience and expectations.


The discount rate used to determine the benefit obligations was computed using a yield curve approach that matches plan specific cash flows to a spot rate yield curve based on high quality corporate bonds. The expected long-term rate of return on assets was determined by a stochastic projection that takes into account asset allocation strategies, historical long-term performance of individual asset classes, an analysis of additional return (net of fees) generated by active management, risks using standard deviations and correlations of returns among the asset classes that comprise the plans' asset mix. Plan assets are comprised primarily of equity securities, fixed income funds and securities, hedge funds, real estate and other funds. As we have both domestic and international plans, these assumptions differ based on varying factors specific to each particular country, participant demographics or economic environment.




Unrecognized actuarial gains and losses are generally recognized using the corridor method over a period of approximately 25 years, which represents a reasonable systematic method for amortizing gains and losses for the employee group. Our unrecognized actuarial gains and losses arise from several factors, including experience and assumption changes in the obligations and the difference between expected returns and actual returns on plan assets. The difference between actual and expected returns is deferred as an unrecognized actuarial gain or loss on our consolidated statement of comprehensive income (loss) and is recognized as a decrease or an increase in future pension expense.


Income Taxes


We recognize the amount of taxes payable or refundable for the year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. We provide a valuation allowance for deferred tax assets if it is more likely than not that these items will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. See Note 1415 to our consolidated financial statements for our discussion on income taxes.



Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. A current tax asset or liability is recognized for the estimated taxes refundable or payable on tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. A valuation allowance is provided for deferred tax assets if it is more-likely-than-notmore likely than not that these items will not be realized. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and available tax planning strategies in making this assessment. Additionally, we use forecasts of certain tax elements such as taxable income and foreign tax credit utilization in making this assessment of realization. Given the inherent uncertainty involved with the use of such estimates and assumptions, there can be significant variation between estimated and actual results.
 
We have operations in numerous countries other than the United States. Consequently, we are subject to the jurisdiction of a significant number of taxing authorities. The income earned in these various jurisdictions is taxed on differing bases, including income actually earned, income deemed earned and revenue-based tax withholding. The final determination of our tax liabilities involves the interpretation of local tax laws, tax treaties and related authorities in each jurisdiction. Changes in the operating environment, including changes in tax law and currency/repatriation controls, could impact the determination of our tax liabilities for a tax year.
 
We recognize the effect of income tax positions only if it is more-likely-than-notmore likely than not that those positions will be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The companyCompany records potential interest and penalties related to unrecognized tax benefits in income tax expense.
 
Tax filings of our subsidiaries, unconsolidated affiliates and related entities are routinely examined by tax authorities in the normal course of business. These examinations may result in assessments of additional taxes, which we work to resolve with the tax authorities and through the judicial process. Predicting the outcome of disputed assessments involves some uncertainty. Factors such as the availability of settlement procedures, willingness of tax authorities to negotiate and the operation and impartiality of judicial systems vary across the different tax jurisdictions and may significantly influence the ultimate outcome. We review the facts for each assessment, and then utilize assumptions and estimates to determine the most likely outcome and provide taxes, interest and penalties as needed based on this outcome.




Derivative Instruments


We enter into derivative financial transactions to hedge existing or forecasted exposuresrisk to changing foreign currency exchange rates.rates and interest rate risk on variable rate debt. We do not enter into derivative transactions for speculative or trading purposes. We recognize all derivatives at fair value on the balance sheet. Derivatives that are not accounted fordesignated as hedges underin accordance with ASC 815 - Derivatives and Hedging, are adjusted to fair value and such changes are reflected in the results of operations. If the derivative is designated as a cash flow hedge, under ASC 815, changes in the fair value of derivatives are recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of a designated hedge's change in fair value is recognized in earnings. See Note 2123 to our consolidated financial statements for our discussion on derivative instruments.


Recognized gains or losses on derivatives entered into to manage project related foreign exchange risk are included in gross profit. Foreign currency gains and losses for hedges of non-project related foreign exchange risk are reported within "other"Other non-operating income" on our consolidated statements of operations. Realized gains or losses on derivatives used to manage interest rate risk are included in interest expense in our consolidated statements of operations.


Concentration of Credit Risk


Financial instruments which potentially subject our company to concentrations of credit risk consist principally of cash and cash equivalents, and trade receivables. Our cash is primarily held with major banks and financial institutions throughout the world. We believe the risk of any potential loss on deposits held in these institutions is minimal.



Contracts with clients usually contain standard provisions allowing the client to curtail or terminate contracts for convenience. Upon such a termination, we are generally entitled to recover costs incurred, settlement expenses and profit on work completed prior to termination and demobilization cost.


We have revenues and receivables from transactions with an external customer that amounts to 10% or more of our revenues (which are generally not collateralized). We generated significant revenues from transactions with the U.S. government and U.K. government within our GS business segment and with the Chevron Corporation ("Chevron"),within our E&C business segment, primarily from a major liquefied natural gas ("LNG") project in Australia which is nearing completion.segment. No other customers represented 10% or more of consolidated revenues in any of the periods presented.


The following tables present summarized data related to our transactions with the U.S. government and Chevron.U.K governmental agencies.
Revenues from major customers:          
Years ended December 31,Years ended December 31,
Dollars in millions2016 2015 20142019 2018 2017
U.S. government$1,090
 $378
 $321
$3,014
 $2,610
 $1,914
Chevron$105
 $523
 $1,069
U.K. government$659
 $622
 $66
Percentages of revenues and accounts receivable from major customers:     
 Years ended December 31,

2019 2018 2017
U.S. government revenues percentage53% 53% 46%
U.S. government receivables percentage52% 57% 32%
U.K. government revenues percentage12% 13% 2%
U.K. government receivables percentage5% 4% 1%

Percentages of revenues and accounts receivable from major customers:     
 Years ended December 31,

2016 2015 2014
U.S. government revenues percentage26% 7% 5%
U.S. government receivables percentage27% 4% 6%
Chevron revenues percentage2% 10% 17%
Chevron receivables percentage1% 5% 9%


Noncontrolling interest


Noncontrolling interests represent the equity investments of the minority owners in our joint ventures and other subsidiary entities that we consolidate in our financial statements.




Foreign currency


Our reporting currency is the U.S. dollar. The functional currency of our non-U.S. subsidiaries is typically the currency of the primary environment in which they operate. Where the functional currency for a non-U.S. subsidiary is not the U.S. dollar, translation of all of the assets and liabilities (including long-term assets, such as goodwill) to U.S. dollars is based on exchange rates in effect at the balance sheet date. Translation of revenues and expenses to U.S. dollars is based on the average rate during the period and shareholders’ equity accounts are translated at historical rates. Translation gains or losses, net of income tax effects, are reported in "accumulated"Accumulated other comprehensive loss" on our consolidated balance sheets.


Transaction gains and losses that arise from foreign currency exchange rate fluctuations on transactions denominated in a currency other than the functional currency are recognized in income each reporting period when these transactions are either settled or remeasured. Transaction gains and losses on intra-entity foreign currency transactions and balances including advances and demand notes payable, on which settlement is not planned or anticipated in the foreseeable future, are recorded in "accumulated"Accumulated other comprehensive loss" on our consolidated balance sheets.


Share-based compensation


We account for share-based payments, including grants of employee stock options, restricted stock-based awards and performance cash units, in accordance with ASC 718 - Compensation-Stock Compensation, which requires that all share-based payments (to the extent that they are compensatory) be recognized as an expense in our consolidated statements of operations based on their fair values on the award date and the estimated number of shares of common stock we ultimately expect to vest. We recognize share-based compensation expense on a straight-line basis over the service period of the award, which is no greater than 5 years. See Note 1921 to our consolidated financial statements for our discussion on share-based compensation and incentive plans.



Commitments and Contingencies


We record liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.


Additional Balance Sheet Information


Other Current Assets. The components of "other"Other current assets" on our consolidated balance sheets as of December 31, 20162019 and 20152018 are presented below:
 December 31,
Dollars in millions2019 2018
Prepaid expenses$65
 $49
Value-added tax receivable37
 29
Advances to subcontractors20
 5
Other miscellaneous assets24
 25
Total other current assets$146
 $108

 December 31,
Dollars in millions2016 2015
Inventory$5
 $5
Restricted cash2
 2
Prepaid expenses56
 58
Value-added tax receivable17
 9
Advances to subcontractors1
 9
Other miscellaneous assets22
 26
Total other current assets$103
 $109


Other Assets.Included in "Other assets" on our consolidated balance sheets as of December 31, 2019 and 2018 is noncurrent refundable income taxes of $98 million and $98 million, respectively, related to various tax refunds subject to ongoing audits with certain tax jurisdictions.



Other Current Liabilities. The components of "other"Other current liabilities" on our consolidated balance sheets as of December 31, 20162019 and 20152018 are presented below:
 December 31,
Dollars in millions2019 2018
Current maturities of long-term debt$27
 $22
Reserve for estimated losses on uncompleted contracts10
 6
Retainage payable41
 33
Income taxes payable25
 30
Value-added tax payable36
 33
Dividend payable11
 11
Other miscellaneous liabilities36
 44
Total other current liabilities$186
 $179

 December 31,
Dollars in millions2016 2015
Reserve for estimated losses on uncompleted contracts (a)$63
 $60
Retainage payable47
 49
Income taxes payable55
 56
Restructuring reserves30
 29
Taxes payable not based on income14
 7
Value-added tax payable16
 12
Insurance payable14
 12
Dividend payable12
 12
Other miscellaneous liabilities (b)41
 26
Total other current liabilities$292
 $263

(a)See Note 2 to our consolidated financial statements for further discussion on significant reserves for estimated losses on uncompleted contracts.
(b)Included in "other miscellaneous liabilities" is deferred rent of $4 million and $7 million as of December 31, 2016 and 2015, respectively.

Other Liabilities

Included in "other ."Other liabilities" on our consolidated balance sheetssheet as of December 31, 20162018 included deferred rent primarily related to real-estate leases as well as the unamortized portion of a deferred gain related to a 2012 sale-leaseback real-estate transaction totaling $92 million. See "Impact of Adoption of New Accounting Standards" for further discussion.

Impact of Adoption of New Accounting Standards

Lease Accounting

Effective January 1, 2019, we adopted ASU No. 2016-02, Leases (Topic 842) and 2015 isrelated ASUs using the modified retrospective transition approach. The modified retrospective transition approach provides for an “effective date” method for recording leases that existed or were entered into on or after January 1, 2019, without restating prior-period information. Our unconsolidated joint ventures anticipate adopting the new lease standard effective January 1, 2020.

ASC Topic 842 provided several optional practical expedients for use in transition. We elected to use the package of practical expedients which allowed us to not reassess our previous conclusions about lease identification, lease classification and the accounting treatment for initial direct costs. We did not elect the practical expedient pertaining to the use of hindsight.
The most significant effects of the new standard on our consolidated financial statements are the recognition of new operating lease right-of-use ("ROU") assets and operating lease liabilities on our consolidated balance sheet for operating leases as well as significant new disclosures about our leasing activities as further discussed in Note 18. On January 1, 2019, we recorded “Operating


lease liabilities” of approximately $253 million based on the present value of the remaining lease payments over the lease term. Additionally, we reclassified current and noncurrent deferred rent of $103$68 million associated with straight-line accounting and $114tenant incentives related to existing real estate leases against the initial "Operating lease right-of-use assets" as of January 1, 2019. The adoption of the new standard did not have a material impact on our results of operations or cash flows.

As a result of the adoption, we recorded a cumulative-effect adjustment to retained earnings of $21 million, respectively. Also includednet of deferred taxes of $7 million, representing the unamortized portion of a deferred gain previously recorded in "other liabilities"conjunction with the 2012 sale and leaseback of the office building in Houston, Texas where our corporate headquarters is located. We concluded the transaction resulted in the transfer of control of the office building to the buyer-lessor at market terms and therefore would have qualified as a payablesale under ASC Topic 842 with gain recognition in the period in which the sale was recognized.

We recognized the cumulative effect of initially applying ASC Topic 842 as an adjustment to our former parentassets and liabilities in our consolidated balance sheet as of $19 millionJanuary 1, 2019, as follows:
 Balance at Adjustments Due to Balance at
Dollars in millionsDecember 31, 2018 ASC 842 January 1, 2019
Assets     
Operating lease right-of-use asset$
 $185
 $185
Other current assets108
 (1) 107
Deferred income taxes222
 (7) 215
      
Liabilities     
Operating lease liabilities
 40
 40
Other current liabilities179
 (5) 174
Operating lease liabilities (noncurrent)
 213
 213
Other liabilities (noncurrent)202
 (92) 110
      
Shareholders' equity     
Retained Earnings1,235
 21
 1,256


Revenue Recognition

Practical Expedients and Exemptions

Upon the adoption of ASC 606, we utilized certain practical expedients and exemptions as follows:

We applied the modified-retrospective method upon adoption of ASC Topic 606 which allowed the new accounting standard to be applied only to contracts that were not considered substantially complete as of January 1, 2018.
In cases where we have an unconditional right to consideration from a customer in an amount that corresponds directly with the value of our performance completed to date, we recognize revenue in the amount to which we have a right to invoice for services performed.
We do not adjust the contract price for the effects of a significant financing component if the company expects, at contract inception, that the period between when the company transfers a service to a customer and when the customer pays for that service will be one year or less.
We availed ourselves of the SEC Exemption under ASU 2017-13 to defer the application of ASC 606 to most of our unconsolidated joint ventures for one year.



Impact of 606 Adoption

We recognized the cumulative effect of initially applying ASC 606 as an adjustment to retained earnings in the balance sheet as of January 1, 2018 as follows:
 Balance at Adjustments Due to Balance at
Dollars in millionsDecember 31, 2017 ASC 606 January 1, 2018
Assets     
Accounts receivable$510
 $157
 $667
Contract assets383
 (191) 192
Other current assets93
 5
 98
Equity in and advances to unconsolidated affiliates365
 87
 452
Deferred income taxes300
 (6) 294
Other assets124
 1
 125
      
Liabilities     
Contract liabilities368
 9
 377
Deferred income from unconsolidated affiliates101
 (101) 
Other liabilities171
 1
 172
      
Equity     
Retained Earnings854
 144
 998

The impact of adoption on our consolidated statement of operations, balance sheet and cash flows for the period ended December 31, 2018 was as follows:
 Year Ended December 31, 2018
 As Balances Without Effect of Change
Dollars in millionsReported Adoption of ASC 606 Higher/(Lower)
Statement of Operations     
Revenues$4,913
 $4,904
 $9
Cost of revenues(4,329) (4,328) 1
Equity in earnings of unconsolidated affiliates79
 75
 4
Income before income taxes and noncontrolling interests396
 384
 12
Provision for income taxes(86) (85) 1
Net income310
 300
 10
      
EPS     
Basic$1.99
 $1.92
 $0.07
Diluted$1.99
 $1.91
 $0.08



 As of December 31, 2018
 As Balances Without Effect of Change
Dollars in millionsReported Adoption of ASC 606 Higher/(Lower)
Assets     
Accounts receivable$927
 $594
 $333
Contract assets185
 496
 (311)
Other current assets108
 103
 5
Equity in and advances to unconsolidated affiliates724
 716
 8
Deferred income taxes222
 229
 (7)
Other assets147
 143
 4
      
Liabilities     
Contract liabilities463
 479
 (16)
Deferred income taxes27
 28
 (1)
Deferred income from unconsolidated affiliates
 95
 (95)
Other liabilities202
 202
 
      
Equity     
Retained earnings1,235
 1,080
 155
Accumulated other comprehensive loss(910) (899) (11)

 Year Ended December 31, 2018
 As Balances Without Effect of Change
Dollars in millionsReported Adoption of ASC 606 Higher/(Lower)
Cash flows from operating activities     
Net income$310
 $300
 $10
Adjustments to reconcile net income to net cash provided by operating activities:     
Equity in earnings of unconsolidated affiliates(79) (75) (4)
Deferred income tax (benefit) expense26
 25
 1
      
Changes in operating assets and liabilities, net of acquired businesses:     
Accounts receivable, net of allowances for doubtful accounts(203) 130
 (333)
Contract assets25
 (286) 311
Contract liabilities(60) (77) 17
Other assets and liabilities(7) (5) (2)
Total cash flows used in operating activities165
 165
 


The impacts of adoption were primarily related to: (1) conforming our contracts recorded over time from previously acceptable methods to the cost-to-cost percentage of completion methodology, (2) combining certain deliverables that were previously considered separate deliverables into a single performance obligation, and (3) separating certain contracts that were previously considered one deliverable into multiple performance obligations.

The impacts of adoption on our balance sheet as of January 1, 2018 were primarily related to reclassification of amounts between "Accounts receivable, net of allowance for doubtful accounts" and "Contract assets" based on whether an unconditional right to consideration has been established or not, and the deferral of costs incurred and payments received to fulfill a contract, which were previously recorded in income in the period incurred or received but under the new standard will generally be capitalized and amortized over the period of contract performance.



In connection with the consolidation of certain previously unconsolidated VIEs associated with the Aspire Defence project in the first quarter of 2018, we elected to adopt ASC 606 for each of the periods presented. Thisremaining unconsolidated Aspire Defence contracting entities effective January 1, 2018. As a result of the adoption by the Aspire Defence contracting entities, we identified multiple performance obligations associated with the project deliverables that were previously accounted for as a single deliverable under its contract with the MoD. In addition to the above impacts of adoption on revenue and gross margin, the cumulative effect of the adoption by Aspire Defence contracting entities resulted in sufficient additional income that had been previously recorded as "Deferred income from unconsolidated affiliates" on our consolidated balance sheets in the amount will be paidof $101 million, which was reversed and included in the cumulative effect adjustment. Also, deferred construction income in the amount of $87 million previously recorded in "Equity in and advance to unconsolidated affiliates" was reversed and included in the cumulative effect adjustment as a result of the early adoption of ASC 606 by the Aspire Defence contracting entities. We deferred the application of ASC 606 to our former parent upon receiptremaining unconsolidated joint ventures until January 1, 2019.

Effective January 1, 2019, we adopted ASU No. 2017-13, Revenue from Contracts with Customers (Topic 606)for our remaining unconsolidated affiliates, using the modified retrospective approach, except for unconsolidated VIEs associated with the Aspire Defence project for which we adopted ASC Topic 606 on January 1, 2018. We recognized the cumulative effect of initially applying ASC Topic 606 for our unconsolidated affiliates as an adjustment to our assets and retained earnings in the balance sheet as of January 1, 2019, as follows:
 Balance at Adjustments Due to Balance at
Dollars in millionsDecember 31, 2018 ASC 606 January 1, 2019
Assets     
Equity in and advances to unconsolidated affiliates$724
 $29
 $753
      
Shareholders' equity     
Retained Earnings1,235
 29
 1,264


Other Standards

Effective January 1, 2019, we adopted ASU No. 2017-12, Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedge Activities, using the modified retrospective approach. This ASU is intended to improve and simplify accounting rules related to hedge accounting. The adoption of this ASU did not have a material impact to our financial statements.
Effective January 1, 2019, we adopted ASU No. 2018-16, Inclusion of the Secured Overnight Financing Rate Overnight Index Swap Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. As a result, entities may designate changes in this rate as the hedged risk in hedges of interest rate risk for fixed-rate financial instruments. The adoption of ASU 2018-16 did not have any impact on our financial position, results of operations or cash flows.

Effective January 1, 2019, we adopted ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220). Under the new standard, we did not elect to reclassify the income tax refund fromeffects stranded in AOCL to retained earnings as a result of the U.S. Internal Revenue Service in an amount greater than or equalenactment of comprehensive tax legislation, commonly referred to $19 million.as the Tax Cuts and Jobs Act of 2017. Therefore, the adoption of this ASU had no impact on financial statements.



Note 2. Business Segment Information


We provide a wide range of professional services and the management of our business is heavily focused on major projects or programs within each of our reportable segments. At any given time, a relatively few number of projects, government programs and joint ventures represent a substantial part of our operations. Our reportable segments follow the same accounting policies as those described in Note 1 to our consolidated financial statements.


We are organized into three3 core business segments, Government Solutions, Technology Solutions, and two non-core business segments. Our three core business segments focus on our core strengths in technical services relating to government services, technology Energy Solutions,
and consulting and engineering and construction. Our two2 non-core business segments are our Non-strategic Business segment, which includes businesses we intend to exit upon completion of existing contracts because they are no longer a part of our future strategic focus, and "Other", which includes our corporate expenses and general and administrative expenses not allocated to the other business segments. Each business segment reflects a reportable segment led by a separate business segment president who reports directly to our chief operating decision maker ("CODM").  Our business segments areas described below.below:


Government Services ("GS"). Solutions. Our GS business segment provides full life-cycle support solutions to defense, space, aviation and other programs and missions for military and other government agencies in the U.S., United Kingdom ("U.K.") and Australia. As program management integrator, KBR covers the full spectrum of defense, space, aviation and other government programs and missions from research and development; through systems engineering, test and evaluation, systems integration and program


management; to operations support, maintenance and field logistics. Our recent acquisitions as described in Note 34 to our consolidated financial statements have been combinedfully integrated with our existing U.S. operations within this business segment and operate under the single "KBRwyle" brand.operations.


Technology & Consulting ("T&C"). Solutions. Our T&CTS business segment combines KBR's proprietary KBR technologies, equipment and catalyst supply and associated knowledge-based services and our three specialist consulting brands, Granherne, Energo and GVA underinto a single customer-facing global business.  This segment provides licensed technologies, know-howbusiness for refining, petrochemicals, inorganic and consulting services to the hydrocarbons value chain, from wellhead to crude refining and through refining and petrochemicals to specialty chemicals production.  In addition to sharing many of the same customers, these brands share the approach of earlyas well as gasification, syngas, ammonia, nitric acid and continuous customer involvement to deliver an optimal solution to meet the customers' objectives throughfertilizers. From early planning andthrough scope definition, advanced technologies and project life-cycle support.
Engineering & Construction ("E&C"). Our E&Csupport, our TS business segment works closely with customers to provide the optimal approach to maximize their return on investment.
Energy Solutions. Our ES business segment provides full life-cycle support solutions across the upstream, midstream and downstream hydrocarbons markets. We provide comprehensive project and program delivery capability globally.capabilities as well as engineering services front-end consulting and feasibility studies, sustaining capital construction, turnarounds, maintenance services, and more. Our key capabilities leverage our operational and technical excellence as a global provider of EPC and high-impact consulting and engineering procurement and construction ("EPC")services for onshore oil and gas; LNG/gas to liquids ("GTL");GTL; oil refining; petrochemicals; chemicals; fertilizers; offshore oil and gas (shallow-water, deep-watergas; and subsea); floating solutions ( floating production units ("FPUs"), floating production, storage and offshore ("FPSO"), floating liquefied natural gas ("FLNG") & floating storage and regasification unit ("FSRU")); and maintenance services (via the “Brown & Root Industrial Services” brand).solutions.
Non-strategic Business. Our Non-strategic Business segment represents the operations or activities which we determine are no longer core to our business strategy and that we have exited or intend to exit upon completion of existing contracts. ThisAll Non-Strategic Business projects are substantially complete. Current activities in this business segment also included businessesprimarily relate to final project close-out, negotiation and settlement of claims, joint venture liquidation and various other matters associated with these projects.
Effective for the quarter ended September 30, 2019, we exited upon salereported the results of joint venture operations related to third partiesa project in Latin America within our Non-strategic Business segment. The reclassification results from our decision during 2015.the quarter to wind down the operating activities of the joint venture and exit the business. Equity in earnings of unconsolidated affiliates related to this joint venture were previously reported in our Energy Solutions business segment and were losses of $13 million and $3 million for the years ended December 31, 2019 and 2018, respectively.
Other. Our Other business segment includes our corporate expenses and selling, general and administrative expenses not allocated to the business segments above and any future activities that do not individually meet the criteria for segment presentation.
Reportable segment performance is evaluated by our CODM using gross profit (loss) and equity in earnings of unconsolidated affiliates, which is defined as business segment revenues less the cost of revenues, and includes overhead directly attributable to the business segment.

above.
The following table presents revenues, gross profit (loss), equity in earnings of unconsolidated affiliates, impairmentselling, general and administrative expenses, acquisition and integration related costs, gain on disposition of goodwill, asset impairmentassets, gain on consolidation of Aspire entities and restructuring charges, capital expenditures and depreciation and amortizationoperating income (loss) by reporting segment.



Operations by Reportable Segment
 Years ended December 31,
Dollars in millions2019 2018 2017
Revenues:     
Government Solutions$3,925
 $3,457
 $2,193
Technology Solutions374
 297
 269
Energy Solutions1,339
 1,157
 1,671
Subtotal5,638
 4,911
 4,133
Non-strategic Business1
 2
 38
Total$5,639
 $4,913
 $4,171
Gross profit (loss):     
Government Solutions$430
 $350
 $188
Technology Solutions118
 106
 98
Energy Solutions100
 134
 153
Subtotal648
 590
 439
Non-strategic Business5
 (6) 
Total$653
 $584
 $439
Equity in earnings of unconsolidated affiliates:     
Government Solutions$29
 $32
 $43
Technology Solutions
 
 
Energy Solutions19
 50
 27
Subtotal48
 82
 70
Non-strategic Business(13) (3) 
Total$35
 $79
 $70
Selling, general and administrative expenses:     
Government Solutions$(134) (109) (57)
Technology Solutions(28) (24) (25)
Energy Solutions(63) (64) (68)
Other(116) (97) (94)
Subtotal(341) (294) (244)
Non-strategic Business
 
 
Total$(341) (294) (244)
Acquisition and integration related costs:     
Government Solutions$(2) (7) 
Technology Solutions
 
 
Energy Solutions
 
 
Other
 
 
Subtotal(2) (7) 
Non-strategic Business
 
 
Total$(2) (7) 
Asset impairment and restructuring charges     
Government Solutions$
 $
 $
Technology Solutions
 
 
Energy Solutions
 
 (6)
Other
 
 
Subtotal
 
 (6)
Non-strategic Business
 
 
Total$
 $
 $(6)
 Years ended December 31,
Dollars in millions2016 2015 2014
Revenues:     
Government Services$1,359
 $663
 $638
Technology & Consulting347
 324
 353
Engineering & Construction2,352
 3,454
 4,584
Other
 
 
Subtotal4,058
 4,441
 5,575
Non-strategic Business210
 655
 791
Total$4,268
 $5,096
 $6,366
Gross profit (loss):     
Government Services$137
 $(3) $(32)
Technology & Consulting73
 77
 53
Engineering & Construction7
 224
 141
Other
 
 
Subtotal217
 298
 162
Non-strategic Business(105) 27
 (227)
Total$112
 $325
 $(65)
Equity in earnings of unconsolidated affiliates:     
Government Services$39
 $45
 $73
Technology & Consulting
 
 
Engineering & Construction52
 104
 90
Other
 
 
Subtotal91
 149
 163
Non-strategic Business
 
 
Total$91
 $149
 $163
Impairment of goodwill (Note 9):     
Government Services$
 $
 $
Technology & Consulting
 
 
Engineering & Construction
 
 (293)
Other
 
 
Subtotal
 
 (293)
Non-strategic Business
 
 (153)
Total$
 $
 $(446)
Asset impairment and restructuring charges (Note 10):     
Government Services$(1) $
 $(5)
Technology & Consulting(1) (10) (2)
Engineering & Construction(30) (34) (24)
Other(7) (22) (149)
Subtotal(39) (66) (180)
Non-strategic Business
 (4) (34)
Total$(39) $(70) $(214)
Segment operating income (loss):     
Government Services$152
 $37
 $25
Technology & Consulting66
 62
 49
Engineering & Construction4
 295
 (114)
Other(93) (140) (312)
Subtotal129
 254
 (352)
Non-strategic Business(101) 56
 (442)
Total$28
 $310
 $(794)




 Years ended December 31,
Dollars in millions2019 2018 2017
Gain (loss) on disposition of assets:     
Government Solutions12
 4
 
Technology Solutions
 
 
Energy Solutions
 (2) 5
Other5
 (4) 
Subtotal17
 (2) 5
Non-strategic Business
 
 
Total17
 (2) 5
Gain on consolidation of Aspire entities:     
Government Solutions
 113
 
Technology Solutions
 
 
Energy Solutions
 
 
Other
 (5) 
Subtotal
 108
 
Non-strategic Business
 
 
Total
 108
 
Segment operating income (loss):     
Government Solutions$335
 $383
 $173
Technology Solutions90
 82
 73
Energy Solutions56
 118
 111
Other(111) (106) (93)
Subtotal370
 477
 264
Non-strategic Business(8) (9) 
Total$362
 $468
 $264
Years ended December 31,Years ended December 31,
Dollars in millions2016 2015 20142019 2018 2017
Capital expenditures:          
Government Services$2
 $
 $
Technology & Consulting
 
 
Engineering & Construction5
 6
 19
Government Solutions$7
 $11
 $4
Technology Solutions1
 
 
Energy Solutions3
 1
 2
Other4
 4
 34
9
 5
 2
Subtotal11
 10
 53
20
 17
 8
Non-strategic Business
 
 

 
 
Total$11
 $10
 $53
$20
 $17
 $8
Depreciation and amortization:          
Government Services$16
 $6
 $8
Technology & Consulting3
 2
 2
Engineering & Construction16
 17
 23
Government Solutions$58
 $42
 $27
Technology Solutions6
 3
 3
Energy Solutions21
 10
 10
Other10
 14
 33
19
 8
 8
Subtotal45
 39
 66
104
 63
 48
Non-strategic Business
 
 6

 
 
Total$45
 $39
 $72
$104
 $63
 $48


Prior Period Adjustments
During the fourth quarter of 2016, we corrected a cumulative error related to contract cost estimates on an LNG project in Australia within our E&C business segment. The cumulative error occurred throughout the period beginning in 2009 and through the third quarter of 2016 and resulted in a $13 million reduction to revenues and gross profit on our consolidated statements of operations and a decrease to "CIE" on our consolidated balance sheets during the fourth quarter of 2016. We evaluated the cumulative errors discussed above on both a quantitative and qualitative basis and determined that the cumulative impact of the errors did not affect the trend of net income, cash flows or liquidity and therefore did not have a material impact to previously issued financial statements. Additionally, we determined that the cumulative impact of the error did not have a material impact to our consolidated financial statements for the fiscal year ended December 31, 2016.
During the second quarter of 2015, we corrected a cumulative error related to transactions between unconsolidated affiliates associated with our Mexican offshore maintenance joint venture within our E&C business segment. The cumulative error occurred throughout the period beginning in 2007 and through the first quarter of 2015 and resulted in a $15 million increase to "equity in earnings of unconsolidated affiliates" on our consolidated statements of operations and an increase to "equity in and advances to unconsolidated affiliates" on our consolidated balance sheets during the second quarter of 2015. We evaluated the cumulative errors discussed above on both a quantitative and qualitative basis and determined that the cumulative impact of the errors did not affect the trend of net income, cash flows or liquidity and therefore did not have a material impact to previously issued financial statements. Additionally, we determined that the cumulative impact of the error did not have a material impact to our consolidated financial statements for the fiscal year ended December 31, 2015.
Changes in Project-related Estimates


There are many factors that may affect the accuracy of our cost estimates and ultimately our future profitability. These include, but are not limited to, the availability and costs of resources (such as labor, materials and equipment), productivity and weather, and for unit rate and construction service contracts, the availability and detail of customer supplied engineering drawings. With a portfolio of more than one thousand1000 contracts, we generally realize both lower and higher than expected margins on projects in any given period. We recognize revisions of revenues and costs in the period in which the revisions are known. This may result in the recognition of costs before the recognition of related revenue recovery, if any.


Changes in project-related estimates by business segment, which significantly impacted operating income during the periods presented, are as follows:



Energy Solutions


Government ServicesWe recognized changes to equity earnings as a result of various changes to estimates on the Ichthys LNG Project during the years ended December 31, 2018 and 2017. See Note 8 for a discussion of the matters impacting this project. We also recognized a favorable change in estimated revenues and net income associated with variable consideration recognized as a result of successful completion and performance testing of a major ES project during the year ended December 31, 2018.


During the year ended December 31, 2016, revenues, gross profit,2017, the PEMEX and segment operating income included a favorable change in estimate of $33 million as a result of reaching a settlement with the U.S. government for reimbursement of previously expensed legal fees associated with the sodium dichromate litigation. SeePEP arbitration was settled (see Note 1517 to our consolidated financial statements for information related to the settlement with the U.S. government. Additionally, we recognized a $15 million favorable change tostatements) which resulted in additional revenues and gross profit related to the approval of a change order on a road construction project in the Middle East. The change order resulted in an extension of the contract terms and increased the total contract value.

During$35 million during the year ended December 31, 2014, we recognized an unfavorable adjustment of $30 million related the write-off of legal fees associated with the sodium dichromate litigation offset by additional gross profit of $29 million related to the favorable settlement of outstanding items on LogCAP III.2017.

Engineering & Construction

We recognized unfavorable changes in estimates of losses of $114 million and $27 million in 2016 and 2015 respectively, on an EPC ammonia project in the U.S. primarily due to unforeseen costs related to the mechanical failure of a vendor supplied compressor and pumps that occurred during commissioning as well as various mechanical issues encountered during start-up. These issues delayed completion of the project to October 2016, which resulted in increased costs and the recognition of contractual liquidated damages due to the client. Included in the reserve for estimated losses on uncompleted contracts, which is a component of "other current liabilities" on our consolidated financial statements, is $3 million and $4 million as of December 31, 2016 and 2015, respectively, related to this project. The project completed performance testing and in October 2016, care, custody and control of the plant were transferred to the customer. Our estimates of revenues and costs at completion have been, and may continue to be, impacted by remaining punch list items and warranty obligations. Our estimated loss at completion as of December 31, 2016 represents our best estimate based on current information. Actual results could differ from the estimates we have used to account for this project as of December 31, 2016.

During the year ended December 31, 2016, we recognized unfavorable changes in estimated losses of $112 million on a downstream EPC project in the U.S. resulting from significant weather delays and forecast construction productivity rates less than previously expected. These issues have delayed completion until 2018, which resulted in additional estimated costs to complete. The EPC project is 58% complete as of December 31, 2016. This project is now a loss project and included in the reserve for estimated losses on uncompleted contracts is $35 million as of December 31, 2016. Our estimated loss at completion represents our best estimate based on current information. Actual results could differ from the estimates we have used to account for this project as of December 31, 2016.

During the year ended December 31, 2016, 2015 and 2014, revenues, gross profit, and segment operating income include $64 million, $17 million and $33 million, respectively, resulting from favorable changes in estimates to complete due to settlements on close out of a LNG project in Africa.

We recognized favorable (unfavorable) changes in our estimates of losses of $21 million, and $(72) million in 2015 and 2014, respectively, on seven Canadian pipe fabrication and module assembly projects. The favorable changes to our estimate of losses on these projects in 2015 were primarily due to negotiated settlements with clients. In 2014 we experienced significant cost increases to complete these projects which resulted in the unfavorable changes. All of these projects were completed in 2015.
We recognized unfavorable changes in estimates of losses of $62 million in 2014 on an EPC project in North America, primarily due to higher construction costs as well as increased costs due to delays in the completion of the project. This project was completed in 2015.
Non-strategic Business

We recognized unfavorable changes in estimates of losses on a power project of $117 million, $33 million and $90 million in 2016, 2015 and 2014, respectively, primarily due to increases in forecasted costs to complete the project driven by subcontractor cost increases from poor subcontractor productivity, resulting schedule delays and changes in the project execution strategy. Included in the reserve for estimated losses on uncompleted contracts is $14 million and $47 million as of December 31, 2016 and 2015, respectively, related to this project. The project has a contract value of $572 million and was approximately 94% complete as of December 31, 2016. We expect to complete this power project in the first half of 2017. Our estimates of revenues and costs at completion have been, and may continue to be, impacted by our performance, the performance of our subcontractors, and the U.S. labor market. Our estimated loss at completion as of December 31, 2016 represents our best estimate based on current information. Actual results could differ from the estimates we have used to account for this project as of December 31, 2016.


During the year ended December 31, 2015, we recognized additional gross profit of $57 million related to favorable settlements and cost savings associated with the completion of a power project in the U.S. During 2014, we recognized $60 million of unfavorable changes in our estimate of costs to complete on a separate power project resulting in a loss on the project. This power project was completed in 2015.


Balance Sheet Information by Reportable Segment


Within KBR, not all assets are associated with specific business segments. Those assetsAssets specific to business segments include receivables, inventories,contract assets, other current assets, claims and accounts receivable, certain identified property, plant and equipment, equity in and advances to related companies and goodwill. The remaining assets, such as cash and the remaining property, plant and equipment, are considered to be shared among the business segments and are therefore reported in "Other."
 December 31,
Dollars in millions2019 2018
Total assets:   
Government Solutions$2,749
 $2,804
Technology Solutions222
 204
Energy Solutions1,497
 1,271
Other889
 746
Subtotal5,357
 5,025
Non-strategic Business7
 27
Total$5,364
 $5,052
Goodwill (Note 11):   
Government Solutions$978
 $977
Technology Solutions50
 51
Energy Solutions237
 237
Other
 
Subtotal1,265
 1,265
Non-strategic Business
 
Total$1,265
 $1,265
Equity in and advances to related companies (Note 12):   
Government Solutions$151
 $114
Technology Solutions
 
Energy Solutions699
 610
Other
 
Subtotal850
 724
Non-strategic Business
 
Total$850
 $724

 December 31,
Dollars in millions2016 2015
Total assets:   
Government Services$1,646
 $464
Technology & Consulting219
 198
Engineering & Construction1,600
 1,656
Other666
 1,060
Subtotal4,131
 3,378
Non-strategic Business13
 34
Total$4,144
 $3,412
Goodwill (Note 9):   
Government Services$674
 $60
Technology & Consulting52
 31
Engineering & Construction233
 233
Other
 
Subtotal959
 324
Non-strategic Business
 
Total$959
 $324
Equity in and advances to related companies (Note 11):   
Government Services$37
 $26
Technology & Consulting
 
Engineering & Construction332
 255
Other
 
Subtotal369
 281
Non-strategic Business
 
Total$369
 $281





Selected Geographic Information


Revenues by country are determined based on the location of services provided. Long-lived assets by country are determined based on the location of tangible assets.
Years ended December 31,Years ended December 31,
Dollars in millions2016 2015 20142019 2018 2017
Revenues:          
United States$2,111
 $2,212
 $2,324
$2,705
 $2,260
 $1,986
Middle East849
 786
 707
1,027
 884
 836
Europe498
 495
 624
1,058
 989
 480
Australia376
 836
 1,380
288
 329
 334
Canada145
 185
 752
39
 21
 224
Africa111
 164
 251
197
 133
 121
Other Countries178
 418
 328
Asia214
 190
 125
Other countries111
 107
 65
Total$4,268
 $5,096
 $6,366
$5,639
 $4,913
 $4,171
 
 December 31,
Dollars in millions2019 2018
Property, plant & equipment, net:   
United States$50
 $51
United Kingdom44
 50
Other36
 20
Total$130
 $121



82


 December 31,
Dollars in millions2016 2015
Property, plant & equipment, net:   
United States$70
 $73
United Kingdom35
 48
Other40
 48
Total$145
 $169

Note 3. Revenue

We disaggregate our revenue from customers by type of service, geographic destination and contract type for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below.

Revenue by Service/Product line was as follows:

 Year Ended
 December 31,
Dollars in millions2019 2018
     Government Solutions   
          Space and Mission Solutions$874
 $651
          Engineering1,158
 1,141
          Logistics1,893
 1,665
     Subtotal
3,925
 3,457
    
     Technology Solutions374
 297
    
     Energy Solutions   
          EPC Delivery Solutions438
 432
          Services and Consulting901
 725
     Subtotal1,339
 1,157
    
     Non-strategic business1
 2
    
Total net revenue$5,639
 $4,913


Government Solutions revenue earned from key U.S. Government customers including U.S. DoD agencies and NASA was $3.0 billion and $2.6 billion for the years ended December 31, 2019 and 2018, respectively. Government Solutions revenue earned from non-U.S. Government customers including the U.K. MoD, the Australian Defence Force and others was $911 million and $847 million for the years ended December 31, 2019 and 2018, respectively.

Revenue by geographic destination was as follows:

 Year Ended December 31, 2019

Dollars in millions
Government Solutions Technology Solutions Energy Solutions Non-strategic Business Total
     United States$2,110
 $38
 $556
 $1
 $2,705
     Middle East795
 15
 217
 
 1,027
     Europe796
 71
 191
 
 1,058
     Australia93
 1
 194
 
 288
     Canada1
 1
 37
 
 39
     Africa76
 31
 90
 
 197
     Asia
 211
 3
 
 214
     Other countries54
 6
 51
 
 111
Total net revenue$3,925
 $374
 $1,339
 $1
 $5,639




 Year Ended December 31, 2018

Dollars in millions
Government Solutions Technology Solutions Energy Solutions Non-strategic Business Total
     United States$1,767
 $22
 $469
 $2
 $2,260
     Middle East735
 14
 135
 
 884
     Europe766
 50
 173
 
 989
     Australia60
 1
 268
 
 329
     Canada1
 2
 18
 
 21
     Africa77
 25
 31
 
 133
     Asia
 177
 13
 
 190
     Other countries51
 6
 50
 
 107
Total net revenue$3,457
 $297
 $1,157
 $2
 $4,913


Many of our contracts contain both fixed price and cost reimbursable components. We define contract type based on the component that represents the majority of the contract. Revenue by contract type was as follows:

 Year Ended December 31, 2019
Dollars in millionsGovernment Solutions Technology Solutions Energy Solutions Non-strategic Business Total
     Fixed Price$1,111
 $367
 $240
 $1
 $1,719
     Cost Reimbursable2,814
 7
 1,099
 
 3,920
Total net revenue$3,925
 $374
 $1,339
 $1
 $5,639


 Year Ended December 31, 2018
Dollars in millionsGovernment Solutions Technology Solutions Energy Solutions Non-strategic Business Total
     Fixed Price$1,031
 $288
 $187
 $2
 $1,508
     Cost Reimbursable2,426
 9
 970
 
 3,405
Total net revenue$3,457
 $297
 $1,157
 $2
 $4,913


We recognized revenue of $15 million from performance obligations satisfied in previous periods for the year ended December 31, 2019.

On December 31, 2019, we had $11.4 billion of transaction price allocated to remaining performance obligations. We expect to recognize approximately 34% of our remaining performance obligations as revenue within one year, 33% in years two through five, and 33% thereafter. Revenue associated with our remaining performance obligations to be recognized beyond one year includes performance obligations related to Aspire Defence and Fasttrax projects, which have contract terms extending through 2041 and 2023, respectively. The balance of remaining performance obligations does not include variable consideration that was determined to be constrained as of December 31, 2019.

Note 3.4. Acquisitions and Dispositions


Honeywell Technology Solutions Inc.Stinger Ghaffarian Technologies Acquisition


On September 16, 2016,April 25, 2018, we acquired 100% of the outstanding common stock of Honeywell Technology Solutions Inc. ("HTSI") from Honeywell International Inc., which we converted into KBRwyle Technology Solutions, LLC ("KTS"). KTS provides an arraySGT. SGT is a leading provider of mission-criticalhigh-value engineering, mission operations, scientific and IT software solutions in the government services and customized solutions throughout the world, primarily to U.S. government agencies. This acquisition provides KBR with complete life-cycle service capabilities, including high-end technical engineering and mission support, cyber security and logistics and equipment maintenance within our GS business segment.

The aggregate consideration paidmarket. We accounted for this transaction using the acquisition was $300 million, less $20 million of initial working capital adjustments for net cash consideration of $280 million, all of which was funded by an advance on our Credit Agreement (as defined in Note 13 to our consolidated financial statements).method under ASC 805, Business Combinations. The final settlement of the working capital adjustments is expected in the first half of 2017. Accordingly, adjustments to the initial purchase accounting for the acquired net assets will likely be completed during the first half of 2017, as we obtain additional information regarding the facts and circumstances that existed as of the acquisition date.

We recognized goodwill of $131 million arising from the acquisition, which relates primarily to growth opportunities based on a broader service offering of the combined operations, including KTS's specialized technical services and KBR's logistical expertise as well as expected cost synergies. Approximately $117 million of the goodwill is deductible for income tax purposes. This acquisition is reported within our GS business segment. Aggregate base consideration for the acquisition was $355 million, plus $10 million of working capital and other purchase price adjustments set forth in the purchase agreement. We recognized acquisition-relatedgoodwill of $257 million arising from the acquisition. We recognized direct, incremental costs related to this acquisition of $7$2 million whichand $4 million during the years ended December 31,


2019 and 2018, respectively. These costs are included in "General"Acquisition and administrative expenses"integration related costs" on the consolidated statements of operations.

The acquired SGT business contributed $481 million and $342 million of revenues, and $47 million and $31 million of gross profit during the years ended December 31, 2019 and 2018, respectively.

Aspire Defence Subcontracting Joint Ventures

Effective January 15, 2018, as a result of our joint venture partner's compulsory liquidation, we assumed operational control of and began consolidating the Aspire Defence subcontracting entities in our consolidated statementfinancial statements. We accounted for these transactions under the acquisition method of operationsaccounting for business combinations and recognized a gain of approximately $108 million included in "Gain on consolidation of Aspire subcontracting entities" as a result of remeasuring our equity interests in each of the subcontracting entities to fair value. We also recognized goodwill of approximately $42 million.

We subsequently completed the purchase of our partner's interests in the subcontracting entities on April 18, 2018 for $50 million pursuant to a share and business purchase agreement and approval by Aspire Defence Limited, the Aspire Defence Limited project lenders and the MoD. We accounted for the change in ownership interests as an equity transaction. The difference between the noncontrolling interests of $119 million in the subcontracting entities at the date of acquisition and the cash consideration paid to our partner was recognized as a net increase to "PIC" of $69 million. We incurred $1 million of acquisition-related costs for the year ended December 31, 2016.2018, which were recorded in "Acquisition and integration related costs" on our consolidated statements of operations. NaN acquisition-related costs were recorded for the year ended December 31, 2019.




The following table summarizes the consideration paid for this acquisition and the fair value of the assets acquired and liabilities assumed as of the acquisition date.
Dollars in millions 
Fair value of total consideration transferred$280
  
Recognized amounts of identifiable assets acquired and liabilities assumed: 
Trade receivables, net29
CIE93
Prepaids and other current assets5
Total current assets127
Property, plant and equipment, net7
Intangible assets (a): 
Customer relationships62
Backlog7
Internally developed software1
Deferred income taxes8
Total assets212
  
Accounts payable23
BIE5
Other current liabilities35
Total current liabilities63
  
Goodwill$131
(a)These intangible assets are amortized over their estimated useful lives up to 20 years.

KTS’s results of operations of the subcontracting entities have been included in our consolidated statements of operations for periods subsequent to the acquisitionassuming control on September 16, 2016.January 15, 2018. The acquired KTS businesssubcontracting entities contributed $146$535 million and $533 million of revenues and $12$71 million and $61 million of gross profit forduring the period from September 16, 2016 through December 31, 2016. In connection with the transaction, we entered into a transition services agreement ("TSA") with the seller for a period of up to six months which primarily relates to payroll processing, human resources, information technology, real estate and other support services provided by the seller.

Wyle Inc. ("Wyle") Acquisition

On July 1, 2016, we acquired 100% of the equity interests of Wyle from its shareholders, including Court Square Capital Partners and certain officers of Wyle, pursuant to an agreement and plan of merger. Wyle delivers an array of custom solutions for customers in the U.S. Department of Defense, NASA and other federal agencies. Wyle's expertise includes systems and sustainment engineering, program and acquisition management, life science research, space medical operations, information technology and the testing and evaluation of aircraft, advanced systems and networks. The acquisition combines KBR's strengths in international, large-scale government logistics and support operations with Wyle's specialized technical services, largely focused in the contiguous U.S.

The aggregate consideration paid for the acquisition was $600 million, including repayment of outstanding balances under Wyle's credit facility and other transaction expenses, plus $23 million of purchase price adjustments, which resulted in net cash consideration of $623 million. We funded the total cash paid with a $400 million advance on our Credit Agreement and available cash on-hand. See Note 13 to our consolidated financial statements for information related to our Credit Agreement.



We recognized goodwill of $483 million arising from the acquisition, which relates primarily to growth opportunities based on a broader service offering of the combined operations, including Wyle's differentiated technical capabilities and KBR's international program management and logistics expertise. Additionally, goodwill relates to the existence of Wyle's skilled employee base and other expected synergies of the combined operations. Approximately $107 million of the goodwill is deductible for income tax purposes. Certain data necessary to complete the purchase price allocation is not yet available and primarily relates to final tax returns that provide the underlying tax basis of assets and liabilities. This acquisition is reported within our GS business segment. We recognized acquisition-related costs of $3 million, which are included in "General and administrative expenses" in our consolidated statement of operations for the yearyears ended December 31, 2016.2019 and 2018, respectively.


The following table summarizes the consideration paid for this acquisition and the fair value of the assets acquired and liabilities assumed as of the acquisition date.
Dollars in millions 
Fair value of total consideration transferred$623
  
Recognized amounts of identifiable assets acquired and liabilities assumed: 
Cash10
Trade receivables, net47
CIE98
Prepaids and other current assets4
Total current assets159
Property, plant and equipment, net10
Intangible assets (a): 
Customer relationships82
Trademarks/trade names48
Backlog11
Total assets310
  
Accounts payable59
Other current liabilities47
Total current liabilities106
Deferred income taxes52
Other liabilities12
Total liabilities170
  
Goodwill$483
(a)These intangible assets are amortized over their estimated useful lives up to 20 years with the exception of Trademarks/trade names which have an indefinite life.

Wyle’s results of operations have been included in our consolidated statements of operations for periods subsequent to the acquisition on July 1, 2016. The acquired Wyle businesses contributed $341 million of revenues and $26 million of gross profit for the period from July 1, 2016 through December 31, 2016.

The following supplemental pro forma condensed consolidated results of operations assume that HTSISGT and Wylethe Aspire Defence subcontracting entities had been acquired as of January 1, 2015.2017. The supplemental pro forma financial information was prepared based on the historical financial information of HTSISGT and Wylethe Aspire Defence subcontracting entities and has been adjusted to give effect to pro forma adjustments that are both directly attributable to the transaction. The protransaction and factually supportable. Pro forma amounts reflect certain adjustments were primarily related to the amortization expenseof intangibles, interest on borrowings related to the acquisitions and interest expense associated with the portionreclassification of the purchase price funded by a $700 million advancegain on our Credit Agreement, and also reflect adjustmentsconsolidation of the Aspire entities to the 2016 results to exclude acquisition related costs as they are nonrecurring and are directly attributable to the transaction.



The supplemental pro forma financial information presented below does not include any anticipated cost savings or expected realization of other synergies associated with the transaction.January 1, 2017. Accordingly, this supplemental pro forma financial information is presented for informational purposes only and is not necessarily indicative of what the actual results of operations of the combined company would have been had the acquisitionacquisitions occurred on January 1, 2015,2017, nor is it indicative of future results of operations.
 Years ended December 31,
Dollars in millions, except per share data2016 2015
 (Unaudited)
Revenue$5,129
 $6,599
Net income (loss) attributable to KBR(23) 248
Diluted earnings per share$(0.16) $1.72

Chematur Subsidiaries Acquisition

On January 11, 2016, we acquired 100% of the outstanding common stock of three subsidiaries of Connell Chemical Industry LLC (through its subsidiary, Chematur Technologies AB): Plinke GmbH ("Plinke"), Weatherly Inc., ("Weatherly") and Chematur Ecoplanning Oy ("Ecoplanning"). Plinke specializes in proprietary technology and specialist equipment for the purification and concentration of inorganic acids used or produced in hydrocarbon processing facilities. Weatherly provides nitric acid and ammonium nitrate proprietary technologies and services to the fertilizer market. Ecoplanning offers proprietary evaporation and crystallization technologies and specialist equipment for weak acid and base solutions. As a result of this acquisition, we can expand our technology and consulting solutions into new markets while leveraging KBR's global sales and EPC capabilities.

The aggregate consideration paid for the acquisition was $25 million, less $2 million of acquired cash and other adjustments resulting in net cash consideration of $23 million. The consideration paid included an escrow of $5 million that secures the indemnification obligations of the seller and other contingent obligations related to the operation of the business.

We recognized goodwill of $24 million arising from the acquisition, which relates primarily to future growth opportunities to extend the acquired technologies outside North America to new customers and in revamping units of the existing customer base globally. None of the goodwill is deductible for income tax purposes. The purchase price allocation is complete. This acquisition is reported within our T&C business segment. We recognized acquisition related costs of $1 million, which are included in "General and administrative expenses" on our consolidated statement of operations for the year ended December 31, 2016.



The following table summarizes the consideration paid for this acquisition and the fair value of the assets acquired and liabilities assumed as of the acquisition date and subsequent working capital adjustments.
Dollars in millions 
Fair value of total consideration transferred$25
  
Recognized amounts of identifiable assets acquired and liabilities assumed: 
Cash2
Trade receivables, net5
CIE8
Prepaids and other current assets5
Total current assets20
Intangible assets (a): 
Developed technology10
Customer relationships7
Trademarks/trade names2
Other assets1
Total assets40
  
Accounts payable2
BIE15
Other current liabilities7
Total current liabilities24
Deferred income taxes10
Other liabilities5
Total liabilities39
  
Goodwill$24
 Year ended December 31,
Dollars in millions2018 2017
 (Unaudited)
Revenue$5,060
 $5,057
Net income attributable to KBR367
 342
Diluted earnings per share$2.59
 $2.41

(a)These intangible assets are amortized over their estimated useful lives up to 20 years with the exception of Trademarks/trade names which have an indefinite life.


As a result of this acquisition, $28 million of revenue and a gross profit of $1 million were included in our consolidated statements of operations as of December 31, 2016.

Dispositions

In December 2015, we finalized the sale of our Infrastructure Americas business to Stantec Consulting Services Inc. for net cash proceeds, including working capital adjustments, of $18 million. The sale of this business within our Non-strategic Business segment is consistent with our restructuring plans announced in December 2014. The disposition resulted in a pretax gain of $7 million and is subject to finalization of certain indemnification claims. The gain on this transactions is included under "gain on disposition of assets" on our consolidated statements of operations.

In June 2015, we sold our Building Group subsidiary to a subsidiary of Pernix Group, Inc., for net cash proceeds, including working capital adjustments, of $23 million. The sale of the Building Group within our Non-strategic Business segment is consistent with our restructuring plans announced in December 2014. The disposition resulted in a pre-tax gain of $28 million and is included under "gain on disposition of assets" on our consolidated statements of operations.



Note 4.5. Cash and Equivalents


We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and equivalents include cash balances held by our wholly owned subsidiaries as well as cash held by joint ventures that we consolidate. Joint venture and the Aspire project cash balances are limited to joint venturespecific project activities and are not available for other projects, general cash needs or distribution to us without approval of the board of directors of the respective joint ventures.entities. We expect to use joint venturethis cash for project costs and distributions of earnings related to joint venture operations. However, some of the earnings distributions may be paid to other KBR entities where the cash can be used for general corporate needs.earnings.



The components of our cash and equivalents balance are as follows:
December 31, 2016December 31, 2019
Dollars in millionsInternational (a) Domestic (b) TotalInternational (a) Domestic (b) Total
Operating cash and equivalents$163
 $242
 $405
$187
 $114
 $301
Short-term investments (c)68
 7
 75
58
 93
 151
Cash and equivalents held in joint ventures50
 6
 56
Cash and equivalents held in consolidated joint ventures and Aspire Defence subcontracting entities259
 1
 260
Total$281
 $255
 $536
$504
 $208
 $712


December 31, 2015December 31, 2018
Dollars in millionsInternational (a) Domestic (b) TotalInternational (a) Domestic (b) Total
Operating cash and equivalents$177
 $253
 $430
$123
 $104
 $227
Short-term investments (c)293
 107
 400
87
 107
 194
Cash and equivalents held in joint ventures49
 4
 53
Cash and equivalents held in consolidated joint ventures and Aspire Defence subcontracting entities315
 3
 318
Total$519
 $364
 $883
$525
 $214
 $739
 
(a)Includes deposits held in non-U.S. operating accountsaccounts.
(b)Includes U.S. dollar and foreign currency deposits held in operating accounts that constitute onshore cash for tax purposes but may reside either in the U.S. or in a foreign countrycountry.
(c)Includes time deposits, money market funds, and other highly liquid short-term investments.


Note 5.6. Accounts Receivable
    
The components of our accounts receivable, net of allowance for doubtful accounts, are as follows:
 December 31, 2019
Dollars in millionsUnbilled Trade & Other Total
Government Solutions$184
 $381
 $565
Technology Solutions6
 56
 62
Energy Solutions118
 192
 310
Subtotal308
 629
 937
Non-strategic Business
 1
 1
Total$308
 $630
 $938

 December 31, 2016
Dollars in millionsRetainage Trade & Other Total
Government Services$6
 $190
 $196
Technology & Consulting
 52
 52
Engineering & Construction53
 276
 329
Other
 3
 3
Subtotal59
 521
 580
Non-strategic Business5
 7
 12
Total$64
 $528
 $592




 December 31, 2018
Dollars in millionsUnbilled Trade & Other Total
Government Solutions$266
 $334
 $600
Technology Solutions11
 62
 73
Energy Solutions69
 185
 254
Subtotal346
 581
 927
Non-strategic Business
 
 
Total$346
 $581
 $927



86
 December 31, 2015
Dollars in millionsRetainage Trade & Other Total
Government Services$2
 $75
 $77
Technology & Consulting
 70
 70
Engineering & Construction51
 402
 453
Other
 2
 2
Subtotal53
 549
 602
Non-strategic Business9
 17
 26
Total$62
 $566
 $628




Note 6. Costs7. Contract Assets and Estimated Earnings in Excess of Billings on Uncompleted Contracts and Billings in Excess of Costs and Estimated Earnings on Uncompleted ContractsContract Liabilities
Our CIEcontract assets by business segment are as follows:
 December 31,
Dollars in millions2019 2018
Government Solutions$111
 $123
Technology Solutions36
 19
Energy Solutions68
 43
Subtotal215
 185
Non-strategic Business
 
Total$215
 $185


Our contract liabilities balances by business segment are as follows:
 December 31,
Dollars in millions2019 2018
Government Solutions$261
 $261
Technology Solutions73
 98
Energy Solutions147
 100
Subtotal481
 459
Non-strategic Business3
 4
Total$484
 $463

 December 31,
Dollars in millions2016 2015
Government Services$271
 $68
Technology & Consulting30
 42
Engineering & Construction (a)115
 114
Subtotal416
 224
Non-strategic Business
 
Total$416
 $224


We recognized revenue of $211 million for the year ended December 31, 2019, that was previously included in the contract liability balance at December 31, 2018.
Our BIE balances by business segment are as follows:
 December 31,
Dollars in millions2016 2015
Government Services$76
 $69
Technology & Consulting61
 72
Engineering & Construction388
 307
Subtotal525
 448
Non-strategic Business27
 61
Total$552
 $509
Note 8. Unapproved Change Orders and Claims Against Clients and Estimated Recoveries of Claims Against Suppliers and Subcontractors

Unapproved change orders and claims


The amounts of unapproved change orders and claims revenueagainst clients and estimated recoveries of claims against suppliers and subcontractors included in determining the profit or loss on contracts are as follows:
Dollars in millions2019 2018
Amounts included in project estimates-at-completion at January 1,$973
 $924
Increase, net of foreign currency effect12
 53
Approved change orders, net of foreign currency effect(7) (4)
Amounts included in project estimates-at-completion at December 31,$978
 $973
Amounts recognized over time based on progress at December 31,$974
 $945

Dollars in millions2016 2015
Amounts included in project estimates-at-completion at January 1,$46
 $31
Additions19
 71
Approved change orders(37) (42)
Adjustment due to disposition of business
 (14)
Amounts included in project estimates-at-completion at December 31,$28
 $46
Amounts recorded in revenues on a percentage-of-completion basis at December 31,$28
 $41


The table above excludes unapprovedAs of December 31, 2019 and 2018, the predominant component of change orders, customer claims and estimated recoveries of claims revenue relatedagainst suppliers and subcontractors above relates to our unconsolidated affiliates. Our30% proportionate share of unapproved change orders and claims as described below was $257 million as of December 31, 2016 and $58 million as of December 31, 2015 onassociated with the Ichthys LNG projectProject discussed below.

KBR intends to vigorously pursue approval and collection of amounts still due under unapproved change orders and claims, against the clients and recoveries from subcontractors. Further, there are additional claims that KBR believes it is entitled to recover from its client and from subcontractors which have been excluded from estimated revenues and profits at completion as appropriate under U.S. GAAP. These commercial matters may not be resolved in the near term. Our current estimates for the above unapproved change orders, client claims and estimated recoveries of claims against suppliers and subcontractors may prove inaccurate and any material change could have a material adverse effect on our E&C business segment.results of operations, financial position and cash flows.




Ichthys LNG project. Project

Project Status

We have a 30% ownership interest in an Australianthe JKC joint venture, (the “Ichthys JV”) which has contracted to perform the engineering, procurement, supply, construction and commissioning of onshore LNG facilities for a client in Darwin, Australia.Australia (the "Ichthys LNG Project"). The contract between the Ichthys JVJKC and its client is a hybrid contract containing both cost-reimbursable and fixed-price (including unit-rate) scopes. See Note 11 to our consolidated financial statements for more discussion on this joint venture.
The construction and commissioning of the Ichthys JVLNG Project is complete and all performance tests have been successfully performed. The entire facility, including two LNG liquefaction trains, cryogenic tanks and the combined cycle power generation facility, has been handed over to the client and is producing LNG. JKC is in the process of executing project close-out activities and continues to negotiate the various legal and commercial disputes with the client, suppliers and other third parties as further described below.
Unapproved Change Orders and Claims Against Client

Under the cost-reimbursable scope of the contract with the client, JKC has entered into commercial contracts with multiple suppliers and subcontractors to execute various scopes of work on the project. Certain of these suppliers and subcontractors have made contract claims against the Ichthys JVJKC for recovery of costs and an extensionextensions of time in order to progress the works under the scope of their respective contracts due to a variety of issues related to alleged changes to the scope of work, delays and lower than planned subcontractor productivity. Some of theseIn addition, JKC has incurred costs related to scope increases and other factors, and has made claims relate to cost-reimbursable work between the Ichthys JV and its client while other claims relatefor matters for which JKC believes it is entitled to fixed-price scopes of work, including unit-rate components.reimbursement under the contract.
We believe
JKC believes any amounts paid or payable to the suppliers and subcontractors in settlement of their contract claims related to the cost-reimbursable scopes of work isscope are an adjustment to the contract price, inand accordingly JKC has made claims for contract price adjustments under the cost-reimbursable scope of the contract between the Ichthys JVJKC and its client, however,client. However, the client has disputed thissome of these contract price adjustment.adjustments and subsequently withheld certain payments. In order to facilitate the continuation of work under the contract while we workJKC worked to resolve this dispute, the client has agreed to a contractual mechanism (“Deed of Settlement”Funding Deed”) in 2016 providing funding in the form of an interim contract price adjustment to the Ichthys JV forJKC and consented to settlement of subcontractor claims as of that date related to the cost-reimbursable scopes of work. The Ichthys JVscope. While the client has reserved its contractual rights under this funding mechanism, settlement funds (representing the interim contract price adjustment) have been paid by the client. JKC in turn settled thethese subcontractor claims relating to cost-reimbursable work coveredwhich have been funded through the Funding Deed by the Deed of Settlement and will pursue resolution of unapproved change orders and claims which were not covered by the Deed of Settlement through direct negotiation with the client.
As of December 31, 2016, the total amount of contract price adjustments included in the estimates of revenues and costs at completion for the project is $857 million, of which $557 million is covered by the Deed of Settlement and $300 million related to unapproved change orders and claims which the Ichthys JV continues to pursue with its client. Our proportionate share of the total amount of the contract price adjustments, included in the unapproved change orders and claims related to our unconsolidated affiliates discussed above, is $257 million, of which $167 million relates to the Deed of Settlement and $90 million relates to the remaining change orders and claims. To date, we have submitted change orders and claims to the client that exceed the amounts included in our estimates of contract revenue at completion. There may be additional interim contract price adjustments in future periods, including additions to the Deed of Settlement. There were no such contract price adjustments in 2015 or 2014.
If the Ichthys JV does not resolve the differences withJKC's claims against its client which were funded under the Funding Deed remain unresolved by December 31, 2020, itJKC will be required to refund sums in excess of the final adjusted contract price withfunded by the client under the terms of the Deed of Settlement.Funding Deed. We, along with our joint venture partners, are jointly and severally liable to the client for any amounts required to be refunded.

Our proportionate share of the total amount of the contract price adjustments under the Funding Deed included in the unapproved change orders and claims related to JKC discussed above is $158 million and $159 million as of December 31, 2019 and 2018, respectively. The Ichthys JV may filedifference in these values is due to exchange rate fluctuations.

In September and October 2017, additional settlements pertaining to suppliers and subcontractors under the cost-reimbursable scope of the contract were presented to the client. The client consented to these settlements and paid for them but reserved its contractual rights. In reliance, JKC in turn settled these claims with the associated suppliers and subcontractors. The formal contract price adjustments for these settlements remained pending at December 31, 2019. However, unlike amounts funded under the Funding Deed, there is no requirement to refund these amounts to the client by a certain date.

In October 2018, JKC received a favorable ruling from an arbitration tribunal related to the Funding Deeds. The ruling determined a contract interpretation in JKC's favor, to the effect that delay and disruption costs payable to subcontractors under the cost-reimbursable scope of the EPC contract are for the client's account and are reimbursable to JKC. JKC contends this ruling resolves the reimbursability of the subcontractor settlement sums under the Funding Deed and additional settlements made in September and October 2017.  Pursuant to this decision, JKC has undertaken steps for a formal contract adjustment to the cost-reimbursable scope of the contract for these settlement claims which are included in the recognized unapproved change orders as of December 31, 2019. Our view is that the arbitration ruling resolves our obligations under the Funding Deeds and settlements with reimbursable subcontractors. However, the client does not agree with the impact of the arbitration award and, accordingly, we have initiated a new proceeding to obtain further determination from the arbitration tribunal.



There has been deterioration of paint and insulation on certain exterior areas of the plant. The client previously requested and funded paint remediation for a portion of the facilities. JKC’s profit estimate at completion includes a portion of revenues and costs for these remediation activities. Revenue for the client-funded amounts are included in the table above. In the first quarter of 2019, the client demanded repayment of the amounts previously funded to JKC. JKC is disputing the client's demand. The client has also requested a proposal to remediate any remaining non-conforming paint and insulation, but JKC and its client have not resolved the nature and extent of the non-conformances, the method and degree of remediation that was and is required, or who is responsible. We believe the remaining remediation costs could be material given the plant is now operating and there will be several operating constraints on any such works.

In addition, JKC has started proceedings against the paint manufacturer and initiated claims against the subcontractors. JKC has also made demands on insurance policies in respect of these matters. Proceedings and claims against the paint manufacturer, certain subcontractors and insurance policies are ongoing.
Combined Cycle Power Plant

Pursuant to JKC's fixed-price scope of its contract with its client, JKC awarded a fixed-price EPC contract to a subcontractor for the design, construction and commissioning of the Combined Cycle Power Plant (the "Power Plant"). The subcontractor was a consortium consisting of General Electric and GE Electrical International Inc. and a joint venture between UGL Infrastructure Pty Limited and CH2M Hill (collectively, the "Consortium"). On January 25, 2017, JKC received a Notice of Termination from the Consortium, and the Consortium ceased work on the Power Plant and abandoned the construction site. JKC believes the Consortium materially breached its subcontract and repudiated its obligation to complete the Power Plant, plus undertook actions making it more difficult and more costly for the works to be completed by others after the Consortium abandoned the site. Subsequently, the Consortium filed a request for arbitration with the ICC asserting that JKC repudiated the contract. The Consortium also sought an order that the Consortium validly terminated the subcontract. JKC has responded to this request, denying JKC committed any breach of its subcontract with the Consortium and restated its claim that the Consortium breached and repudiated its subcontract with JKC and is furthermore liable to JKC for all costs to complete the Power Plant.

In March 2017, JKC prevailed in a legal action against the clientConsortium requiring the return of materials, drawings and tools following their unauthorized removal from the site by the Consortium. After taking over the work, JKC discovered incomplete and defective engineering designs, defective workmanship on the site, missing, underreported and defective materials and the improper termination of key vendors/suppliers. JKC's investigations also indicate that progress of the work claimed by the Consortium was over-reported. JKC has evaluated the cost to resolve any open reimbursable subcontractorcomplete the Consortium's work, which significantly exceeds the awarded fixed-price subcontract value. JKC's cost to complete the Power Plant includes re-design efforts, additional materials and significant re-work. These costs represent estimated recoveries of claims prioragainst the Consortium and have been included in JKC's estimate to complete the Consortium's remaining obligations.

JKC is pursuing recourse against the Consortium to recover all of the costs to complete the Power Plant, plus the additional interest, and/or general damages by all means inclusive of calling bank guarantees provided by the Consortium partners. In April 2018, JKC prevailed in a legal action to call bank guarantees (bonds) and received funds totaling $52 million. Each of the Consortium partners has joint and several liability with respect to all obligations under the subcontract. JKC intends to pursue recovery of all additional amounts due from the Consortium via various legal remedies available to JKC.

Costs incurred to complete the Power Plant that have been determined to be probable of recovery from the Consortium under U.S. GAAP have been included as a reduction of cost in our estimate of profit at completion. The estimated recoveries exclude interest, liquidated damages and other related costs which JKC intends to pursue recovery from the Consortium. Amounts expected to be recovered from the Consortium are included in the table above.

As of December 31, 2019, JKC's claims against the Consortium were approximately $1.9 billion for recovery of JKC's costs. Hearings on the arbitration will take place in May and August of 2020 (the "Arbitration"). JKC also initiated suit against the parent companies of the Consortium members to seek a declaration that the parents either had to perform and finish the work or pay for the completion of the power plant based on their payment and performance guarantees. In May 2019, the court ruled against the declaration and JKC's appeal is pending from the court.

To the extent JKC is unsuccessful in prevailing in the Arbitration or the Consortium members are unable to satisfy their financial obligations in the event of a decision favorable to JKC, we would be responsible for our pro-rata portion of unrecovered costs from the Consortium. This could have a material adverse impact on the profit at completion of the overall contract and thus on our consolidated statements of operations and financial position.


Ichthys Project Funding

As a result of the ongoing disputes with the client and pursuit of recoveries against the Consortium through the Arbitration, we have funded our proportionate share of the working capital requirements of JKC to complete the project. As of December 31, 2019, we have made investment contributions to JKC of approximately $484 million on an inception-to-date basis.

If we experience unfavorable outcomes associated with the various legal and commercial disputes, our total investment contributions could increase which could have a material adverse effect on our financial position and cash flows. Further, if our joint venture partner(s) in JKC do not fulfill their responsibilities under the JKC JV agreement or subcontract, we could be exposed to additional funding requirements as a result of the nature of the JKC JV agreement.

As of December 31, 2019, we had $164 million in letters of credit outstanding in support of performance and warranty guarantees provided to the client. The performance and warranty letters of credit have been extended to February 2021 to allow for the various disputes to be resolved.

Other Matters

JKC is entitled to an amount of profit and overhead (“TRC Fee”) which is a fixed percentage of the target reimbursable costs ("TRC") under the reimbursable component of the contract which was to be agreed by JKC and its client. At the time of the contract, JKC and its client agreed to postpone the fixing of the TRC until after a specific milestone in the project had been achieved. Although the milestone was achieved, JKC and its client have been unable to reach agreement on the TRC. This matter was taken to arbitration in 2017. A decision was issued in December 2017 concluding that the TRC should be determined based on project estimate information available at April 2014. JKC has included an estimate for the TRC Fee in its determination of profit at completion at December 31, 2019, based on the contract provisions and the decision from the December 2017 arbitration. JKC has submitted the revised estimate of the TRC Fee to the client. The parties have not agreed to the revised estimate, and JKC has started an additional arbitration on this dispute.

In late 2019, the International Chamber of Commerce consolidated the Funding Deed arbitration, TRC arbitration and certain other claims asserted by JKC along with claims asserted by its client. The client will file a detailed statement of its claim in December 2020. The arbitration panel has been constituted but a hearing date has not been scheduled. A hearing date for the Funding Deed arbitration has been schedule for September 2020.
It is anticipated that these
All of the Ichthys LNG project commercial matters are complex and involve multiple interests, including the client, suppliers and other third parties. Ultimate resolution may not be resolvedoccur in the near term. IfOur current estimates for resolving these matters are not resolved for the amounts recorded, or to the extent the Ichthys JV is not successful in recovering amounts contractually due under the Deed of Settlement, itmay prove inaccurate and, if so, any material change could have ana material adverse effect on our results of operations, financial position and cash flows.
On January 25, 2017, the Ichthys JV received Notice of Termination from the UGL-CH2M Hill JV Consortium subcontractor (the "Consortium"). The subcontract is a fixed-price contract for the design, construction and commissioning of a combined cycle power plant on the Ichthys LNG project site. The power plant is approximately 89% complete. The Ichthys JV believes the Consortium breached its contract and will seek
See Note 12 to enforce remedies contained within such subcontract. We are currently evaluating the estimated cost to complete the Consortium’s work, which is likely to exceed the subcontract value. As a result, the Ichthys JV will pursue recourse against the Consortium to recover the amounts needed to complete the subcontractor’s obligation, inclusive of calling bank guarantees (bonds) provided by the Consortium. We expect the Consortium to challenge the Ichthys JV's recourse actions. If the Ichthys JV is unsuccessful in recovering such costs, we would be responsible for our pro rata portion of unrecovered costs which could have a material adverse impact on our consolidated financial statements of operations, financial position and cash flow.for further discussion regarding our equity method investment in JKC.

Liquidated damages

Some of our engineering and construction contracts have schedule dates and performance obligations that if not met could subject us to penalties for liquidated damages. These generally relate to specified activities that must be completed by a set contractual date or by achievement of a specified level of output or throughput. Each contract defines the conditions under which a customer may make a claim for liquidated damages. However, in some instances, liquidated damages are not asserted by the customer, but the potential to do so is used in negotiating or settling claims and closing out the contract. Any accrued liquidated damages are recognized as a reduction in revenues in our consolidated statements of operations.



It is possible that liquidated damages related to several projects totaling $8 million at December 31, 2016 and $6 million at December 31, 2015 could be incurred if the projects are completed as currently forecasted. However, based upon our evaluation of our performance, we have concluded these liquidated damages are not probable and therefore, they have not been recognized.

Note 7.9. Claims and Accounts Receivable


The components of ourOur claims and accounts receivable balance not expected to be collected within the next 12 months arewas $59 million and $98 million as follows:
 December 31,
Dollars in millions2016 2015
Government Services$131
 $126
Engineering & Construction
 400
Total$131
 $526

Our GS business segment's claimsof December 31, 2019 and 2018, respectively. Claims and accounts receivable primarily reflect claims filed with the U.S. government related to payments not yet received for costcosts incurred under various U.S. government contracts.cost-reimbursable contracts within our GS business segment. These claims relate to disputed costs or contracts where our costs have exceeded the U.S. government's funded value on the task order.  Included in the amount abovethese amounts is $83$28 million and $73 million as of December 31, 20162019 and 2015,2018, respectively, related to Form 1s issued by the U.S. government questioning or objecting to costs billed to them. See Note 1516 of our consolidated financial statements for further discussion.additional information. The amount above also includes $48$31 million and $43$25 million as of December 31, 20162019 and 2015,2018, respectively, related to contracts where our reimbursable costs have exceeded the U.S. government's funded values on the underlying task orders or task orders where the U.S. government has not authorized us to bill. We believe suchthe remaining disputed costs will be resolved in our favor, at which time the U.S. government will be required to obligate funds from appropriations for the year in which resolution occurs.resolutions occur.


Our E&C business segment's claims and accounts receivable related to our EPC 1 arbitration is expected to be settled in 2017 and has been reclassed to "Claims receivable" on our consolidated balance sheets as of December 31, 2016. See Note 16 to our consolidated financial statements under PEMEX and PEP Arbitration for further discussion.

90



Note 8.10. Property, Plant and Equipment


The components of our property, plant and equipment balance are as follows:
  
Estimated
Useful
Lives in Years
 December 31,
Dollars in millions 2019 2018
LandN/A $5
 $5
Buildings and property improvements1-35 124
 122
Equipment and other1-25 387
 349
Total  516
 476
Less accumulated depreciation  (386) (355)
Net property, plant and equipment  $130
 $121

  
Estimated
Useful
Lives in Years
 December 31,
Dollars in millions 2016 2015
LandN/A $7
 $7
Buildings and property improvements5 - 44 124
 140
Equipment and other3 - 25 338
 374
Total  469
 521
Less accumulated depreciation  (324) (352)
Net property, plant and equipment  $145
 $169

See Note 10 to our consolidated financial statements for discussion on asset impairment.

In the fourth quarter of 2015, we closed on the sale of our office facility located in Greenford, U.K. for approximately $33 million in net cash proceeds. The sale resulted in a pre-tax gain of $23 million on disposition of assets on our consolidated statements of operations. We also closed on the sale of our office facility located in Birmingham, Alabama for approximately $6 million in net cash proceeds. The gain on these transactions is included under "gain on disposition of assets" on our consolidated statements of operations.


Depreciation expense was $33 million, $31 million, $35 million and $61$27 million for the years ended December 31, 2016, 20152019, 2018, and 2014,2017, respectively.




Note 9.11. Goodwill and Intangible Assets


Goodwill


The table below summarizes changes in the carrying amount of goodwill by business segment.
Dollars in millionsGovernment Solutions Technology Solutions Energy Solutions Total
Balance as of January 1, 2018$679
 $51
 $238
 $968
Goodwill acquired during the period299
 
 
 299
Purchase price adjustment2
 
 
 2
Foreign currency translation(3) 
 (1) (4)
Balance as of December 31, 2018$977
 $51
 $237
 $1,265
Goodwill acquired during the period$
 


 $
 $
Purchase price adjustment
 
 
 
Foreign currency translation1
 (1) 
 
Balance as of December 31, 2019$978
 $50
 $237
 $1,265

Dollars in millionsGovernment Services Technology & Consulting Engineering & Construction Other Subtotal Non-strategic Business Total
Balance as of January 1, 2015:             
Gross goodwill$60
 $31
 $526
 $
 $617
 $331
 $948
Accumulated impairment losses
 
 (293) 
 (293) (331) (624)
Net goodwill as of January 1, 2015$60
 $31
 $233
 $
 $324
 $
 $324
Impairment loss$
 $
 $
 $
 $
 $
 $
Net foreign exchange difference
 
 
 
 
 
 
              
Balances as of December 31, 2015:             
Gross goodwill$60
 $31
 $526
 $
 $617
 $331
 $948
Accumulated impairment losses
 
 (293) 
 (293) (331) (624)
Net goodwill as of December 31, 2015$60
 $31
 $233
 $
 $324
 $
 $324
Goodwill acquired during the period$614
 $24
 $
 $
 $638
 $
 $638
Impairment loss
 
 
 
 
 
 
Net foreign exchange difference
 (3) 
 
 (3) 
 (3)
              
Balance as of December 31, 2016:             
Gross goodwill$674
 $52
 $526
 $
 $1,252
 $331
 $1,583
Accumulated impairment losses
 
 (293) 
 (293) (331) (624)
Net goodwill as of December 31, 2016$674
 $52
 $233
 $
 $959
 $
 $959




Intangible Assets


Intangible assets are comprised of customer relationships, trade names, licensing agreements and other.  The cost and accumulated amortization of our intangible assets were as follows:
Dollars in millionsDecember 31, 2019

Weighted Average Remaining Useful Lives Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net
Trademarks/trade namesIndefinite $61
 $
 $61
Customer relationships16 271
 (83) 188
Developed technologies22 68
 (36) 32
Contract backlog19 255
 (52) 203
Other14 24
 (13) 11
Total intangible assets  $679
 $(184) $495
        
 December 31, 2018
 Weighted Average Remaining Useful Lives Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net
Trademarks/trade namesIndefinite $61
 $
 $61
Customer relationships17 272
 (69) 203
Developed technologies22 61
 (34) 27
Contract backlog20 249
 (36) 213
Other14 24
 (12) 12
Total intangible assets  $667
 $(151) $516
Dollars in millionsDecember 31, 2016
 Weighted Average Remaining Useful Lives Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net
Trademarks/trade namesIndefinite $60
 $
 $60
Customer relationships14 199
 (47) 152
Developed technologies10 46
 (33) 13
Other1 43
 (20) 23
Total intangible assets  $348
 $(100) $248
        
 December 31, 2015
 Weighted Average Remaining Useful Lives Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net
Trademarks/trade namesIndefinite $11
 $
 $11
Customer relationships3 48
 (40) 8
Developed technologies11 35
 (33) 2
Other9 32
 (18) 14
Total intangible assets  $126
 $(91) $35

Intangibles that are not subject to amortization are reviewed annually for impairment or more often if events or circumstances change that would create a triggering event. Intangibles subject to amortization are impaired if the carrying value of the intangible is not recoverable and exceeds its fair value. See Note 3 to our consolidated financial statements for discussion on additions of intangible assets.
Our intangibles amortization expense is presented below:
 Years ended December 31,
Dollars in millions2019 2018 2017
Intangibles amortization expense$33
 $32
 $21
 Years ended December 31,
Dollars in millions2016 2015 2014
Intangibles amortization expense$14
 $4
 $11

Our expected intangibles amortization expense for the next five years is presented below:
Dollars in millions
Expected future
intangibles
amortization expense
2020$32
2021$28
2022$23
2023$23
2024$23
Beyond 2024$304

Dollars in millions
Expected future
intangibles
amortization expense
2017$22
2018$14
2019$13
2020$11
2021$9
Beyond 2021$119




Note 10. Asset Impairment and Restructuring

Information related to "asset impairment and restructuring charges" on our consolidated statements of operations is presented below:
92
 Years ended December 31,
Dollars in millions2016 2015 2014
Asset impairment:     
Government Services$
 $
 $
Technology & Consulting
 
 
Engineering & Construction10
 8
 1
Other7
 21
 139
Subtotal17
 29
 140
Non-strategic Business
 2
 31
Total$17
 $31
 $171
Restructuring charges:     
Government Services$1
 $
 $5
Technology & Consulting1
 10
 2
Engineering & Construction20
 26
 23
Other
 1
 10
Subtotal22
 37
 40
Non-strategic Business
 2
 3
Total$22
 $39
 $43
Asset impairment and restructuring charges:     
Total$39
 $70
 $214

Asset impairment charges include the following:

Enterprise resource planning project - In December 2014, we recorded an asset impairment charge of $135 million within our Other business segment related to our decision to abandon further implementation of our enterprise resource planning ("ERP") project which began in 2013. During 2015, we recorded an additional $5 million within our E&C business segment and $17 million within our Other business segment resulting from our decision to abandon the remaining portion of this ERP project.

Intangible assets - No intangibles were considered impaired during 2015 and 2016. During 2014, we recorded noncash impairment charges of $31 million related to certain intangible assets within our Non-strategic Business segment. See Note 9 to our consolidated financial statements for additional information on intangibles.
Leasehold improvements - During 2016 and 2015, we recorded $17 million and $9 million, respectively, primarily within our E&C and Other business segments related to asset impairments on abandoned office space. During 2014, we recorded a charge of $5 million within our Other and E&C business segments related to the impairment of leasehold improvements and other property associated with the terminated leases discussed below.
Restructuring charges include the following:

Early Termination of leases - During 2016 and 2015, we recorded additional charges of $4 million and $12 million, respectively, on early lease terminations within our E&C and Other business segments. During 2014, we recognized a charge of $14 million on early termination of operating leases within our E&C, GS and Non-strategic Business segments.

Severance - As presented below, we recognized severance charges of $18 million, $27 million and $29 million during each of the twelve months ended December 31, 2016, 2015 and 2014, respectively, associated with workforce reductions.


Severance Accrual

In connection with our long-term strategic reorganization, we announced that beginning in the fourth quarter of 2014 we would undertake a restructuring, which would include actions such as reducing the amount of real estate we utilized and significantly reducing our workforce. There were additional actions undertaken in 2015 and 2016, including staff reductions to support current business levels. The table below provides a rollforward of one-time charges associated with employee terminations based on the fair value of the termination benefits. These amounts are included in "other current liabilities" on our consolidated balance sheets.
Dollars in millionsSeverance Accrual
Balance at December 31, 2014$21
Charges27
Payments(29)
Balance at December 31, 2015$19
Charges18
Payments(29)
Balance at December 31, 2016$8




Note 11.12. Equity Method Investments and Variable Interest Entities


We conduct some of our operations through joint ventures, which operate as partnerships, corporations, undivided interests and other business forms and are principally accounted for using the equity method of accounting. Additionally, the majority of our joint ventures are also VIEs.


The following table presents a rollforward of our equity in and advances to unconsolidated affiliates:
Dollars in millions2019 2018
Beginning balance at January 1,$724
 $365
Cumulative effect of change in accounting policy (a)29
 87
Adjusted balance at January 1,753
 452
Equity in earnings of unconsolidated affiliates35
 79
Distributions of earnings of unconsolidated affiliates(69) (75)
Payments from (advances to) unconsolidated affiliates, net(10) (12)
Investments (b)146
 344
Foreign currency translation adjustments(7) (28)
Other2
 (36)
Balance at December 31,$850
 $724
Dollars in millions2016 2015
Balance at January 1,$281
 $151
Equity in earnings of unconsolidated affiliates91
 149
Distributions of earnings of unconsolidated affiliates (a)(56) (92)
Advances (receipts)1
 (10)
Investments (b)61
 80
Foreign currency translation adjustments(8) (9)
Other(8) 1
Balance before reclassification362
 270
Reclassification of excess distributions (a)12
 16
Recognition of excess distributions (a)(5) (5)
Balance at December 31,$369
 $281

 

(a)We received cash dividendsAt January 1, 2018, deferred construction income in excessthe amount of $87 million previously recorded in "Equity in and advance to unconsolidated affiliates" was reversed and included in the cumulative effect adjustment as a result of the carrying valueearly adoption of oneASC 606 by the Aspire Defence project joint ventures. At January 1, 2019, we recognized a cumulative effect adjustment of our investments. We have no obligation to return any portion$29 million as a result of the cash dividends received. We recorded the excess dividend amount as "deferred income fromadoption of ASC 606 by our remaining unconsolidated affiliates" on our consolidated balance sheets and recognize these dividends as earnings are generated by the investment.project joint ventures.
(b)In 2016, investments included a $56Investments include $141 million investmentand $344 million in funding contributions to JKC for the Brown & Root Industrial Services joint ventureyears ended December 31, 2019 and a $5 million investment in EPIC Piping LLC ("EPIC") joint venture. In 2015, investments included a $58 million investment in the Brown & Root Industrial Services joint venture, a $24 million investment in EPIC, and the disposition of a joint venture included in the sale of the Building Group.2018, respectively.




Equity Method Investments


New InvestmentsBrown & Root Industrial Services Joint Venture.On September 30, 2015, we executed an agreement with Bernhard Capital Partners ("BCP"), a private equity firm, to establish the Brown & Root Industrial Services joint venture in North America. In connection with the formation of the joint venture, we contributed our Industrial Services Americas business and received cash consideration of $48 million and a 50% interest in the joint venture. As a result of the transaction, we no longer had a controlling interest in this Industrial Services business and deconsolidated it effective September 30, 2015. The Brown & Root Industrial Services joint venture offers engineering, construction and reliability-driven maintenance services for the refinery, petrochemical, chemical, specialty chemicals and fertilizer markets. Our interest in this venture is accounted for using the equity method and we have determined that the Brown & Root Industrial Services joint venture is not a VIE. Results from this joint venture are included in our ES business segment.



Summarized financial information

Summarized financial information for all jointly owned operations including VIEs that are accounted for using the equity method of accounting is as follows:

Balance Sheets
 December 31,
Dollars in millions2019 2018
Current assets$3,072
 $3,526
Noncurrent assets3,219
 3,121
Total assets$6,291
 $6,647
    
Current liabilities$949
 $1,277
Noncurrent liabilities2,922
 3,212
Total liabilities$3,871
 $4,489

Statements of Operations
 Years ended December 31,
Dollars in millions2019 2018 2017
Revenues$2,592
 $3,190
 $5,781
Operating income$92
 $197
 $278
Net income$48
 $173
 $145


Unconsolidated Variable Interest Entities

For the VIEs in which we participate, our maximum exposure to loss consists of our equity investment in the VIE and any amounts owed to us for services we may have provided to the VIE, reduced by any unearned revenues on the project. Our maximum exposure to loss may also include our obligation to fund our proportionate share of any future losses incurred. As of December 31, 2019, we do not project any losses related to these joint venture projects. Where our performance and financial obligations are joint and several to the client with our joint venture partners, we may be further exposed to losses above our ownership interest in the joint venture.
The following summarizes the total assets and total liabilities as reflected in our consolidated balance sheets related to our unconsolidated VIEs in which we have a significant variable interest but are not the primary beneficiary.
 December 31, 2019
Dollars in millionsTotal Assets Total Liabilities
Affinity joint venture (U.K. MFTS project)$14
 $10
Aspire Defence Limited$67
 $5
JKC joint venture (Ichthys LNG project)$546
 $29
U.K. Road project joint ventures$40
 $21
Middle East Petroleum Corporation (EBIC Ammonia project)$47
 $1
Dollars in millionsDecember 31, 2018
Total Assets Total Liabilities
Affinity joint venture (U.K. MFTS project)$16
 $8
Aspire Defence Limited$68
 $5
JKC joint venture (Ichthys LNG project)$427
 $32
U.K. Road project joint ventures$37
 $10
Middle East Petroleum Corporation (EBIC Ammonia project)$51
 $1




Affinity.In February 2016, Affinity, Flying Training Services Ltd. ("Affinity"), a joint venture between KBR and Elbit Systems, was awarded a service contract by a third party to procure, operate and maintain aircraft and aircraft-related assets over an 18-year contract period, in support of the U.K. Military Flying Training System ("UKMFTS")UKMFTS project. The contract has been determined to contain a leasing arrangement and various other services between the joint venture and the customer. KBR owns a 50% interest in Affinity. In addition,KBR owns a 50% interest in the two joint ventures, Affinity Capital Works and Affinity Flying Services, which provide procurement, operations and management support services under subcontracts with Affinity. The remaining 50% interest in these entities is held by Elbit Systems. KBR has provided its proportionate share of certain limited financial and performance guarantees in support of the partners' contractual obligations. The three project-related entities are VIEs; however, KBR is not the primary beneficiary of any of these entities.  We account for KBR's interests in each entity using the equity method of accounting within our GS business segment. The project is funded through KBR and Elbit Systems provided equity, subordinated debt and non-recourse third party commercial bank debt. During the first quarter of 2016, under the terms of the subordinated debt agreement between the partners and Affinity, we advancedOur maximum exposure to loss includes our proportionate share, or $14 million, to meet initial working capital needs of the venture. We expect repayment on the advance and the associated interest over the term of the project. The amount is includedequity investments in the "equity in and advances to unconsolidated affiliates" balance on our consolidated balance sheetsproject entities as of December 31, 2016 and in "(advances to) payments from unconsolidated affiliates, net" in our consolidated statement of cash flows for the twelve months ended December 31, 2016.2019.


Other

On September 30, 2015, we executed an agreement with Bernhard Capital Partners ("BCP"), a private equity firm, to establish the Brown & Root Industrial Services joint venture in North America. In connection with the formation of the joint venture, we contributed our Industrial Services Americas business and received cash consideration of $48 million and a 50% interest in the joint venture. As a result of the transaction, we no longer have a controlling interest in this Industrial Services business and have deconsolidated it effective September 30, 2015. The transaction resulted in a pre-tax gain of $7 million, which is included in "gain on disposition of assets" on our consolidated statements of operations. The fair value of our retained interest in the former business was determined using both a market approach and an income approach. Cash consideration was the primary input used for the market approach.
The Brown & Root Industrial Services joint venture will continue to offer services similar or related to those offered when the business was part of KBR. Our interest in this venture is accounted for using the equity method and we have determined that the Brown & Root Industrial Services joint venture is not a VIE. Our continuing involvement in the joint venture will be through our 50% voting interest and representation on the board of managers. Consistent with our other equity investments, transactions between us and the joint venture, if any, are deemed related party transactions. In connection with this transaction, we entered into an agreement effective October 1, 2015 to provide specified transition services to the new joint venture over a limited duration. See the Related Party discussion below for details on amounts related to this agreement.
On September 30, 2015, we acquired a minority interest in a partnership that owns a pipe fabrication business operating under the name EPIC and a minority interest in its general partner. BCP holds a controlling interest in these entities. Consideration for these interests was $19 million in cash and contribution of the majority of our Canada pipe fabrication and module assembly business excluding the seven completed loss projects. We have determined that this arrangement is not a VIE and we will account for our ownership interest using the equity method. In addition, we entered into an alliance agreement with EPIC to provide certain pipe fabrication services to KBR.
Mantenimiento Marino de Mexico, S. de R.L. de C.V. ("MMM"). MMM is a joint venture formed under a partnership agreement related to services performed for PEMEX. We determined that MMM is not a VIE. The MMM joint venture was set up under Mexican maritime law in order to hold navigation permits to operate in Mexican waters. The scope of the business is to render services for maintenance, repair and restoration of offshore oil and gas platforms and provisions of quartering in the territorial waters of Mexico. KBR holds a 50% interest in the MMM joint venture. Results from MMM are included in our E&C business segment.



Summarized financial information

Summarized financial information for all jointly owned operations including VIEs that are accounted for using the equity method of accounting is as follows:

Balance Sheets
 December 31,
Dollars in millions2016 2015
Current assets$2,655
 $2,331
Noncurrent assets3,003
 3,435
Total assets$5,658
 $5,766
    
Current liabilities$1,657
 $1,501
Noncurrent liabilities3,148
 3,742
Total liabilities$4,805
 $5,243

Statements of Operations
 Years ended December 31,
Dollars in millions2016 2015 2014
Revenues$5,877
 $5,245
 $6,439
Operating income$365
 $635
 $659
Net income$192
 $476
 $419

Unconsolidated Variable Interest Entities

The following summarizes the total assets and total liabilities as reflected in our consolidated balance sheets as well as our maximum exposure to losses related to our unconsolidated VIEs in which we have a significant variable interest but are not the primary beneficiary. Generally, our maximum exposure to loss is limited to our equity investment in the joint venture and any amounts payable to us for services we provided to the joint venture, reduced for any unearned revenues on the projects.
 December 31, 2016
Dollars in millionsTotal Assets Total Liabilities 
Maximum
Exposure to 
Loss
Affinity project$12
 $3
 $12
Aspire Defence project$14
 $107
 $14
Ichthys LNG project$124
 $33
 $124
U.K. Road projects$30
 $9
 $30
EBIC Ammonia plant (65% interest)$34
 $2
 $22
Dollars in millionsDecember 31, 2015
Total Assets Total Liabilities 
Maximum
Exposure to 
Loss
Aspire Defence project$17
 $121
 $17
Ichthys LNG project$87
 $63
 $87
U.K. Road projects$34
 $11
 $34
EBIC Ammonia plant (65% interest)$36
 $2
 $22



Aspire Defence project. In April 2006, Aspire Defence Limited, a joint venture between KBR and two financial investors,other project sponsors, was awarded a privately financed project contract by the U.K. Ministry of Defence ("MoD")MoD to upgrade and provide a range of services to the British Army’s garrisons at Aldershot and around Salisbury Plain in the U.K. In addition to a package of ongoing services to be delivered over 35 years,, the project includesincluded a nine-yearnine-year construction program to improve soldiers’ single living, technical and administrative accommodations, along with leisure and recreational facilities. The initial construction program was completed in 2014. In late 2016, Aspire Defence Limited was awarded a significant contract variation, expanding services to be provided under the existing contract including new construction, program management services and facilities maintenance across the garrisons. Aspire Defence Limited manages the existing properties and is responsible for design, refurbishment, construction and integration of new and modernized facilities. We indirectly own a 45% interest in Aspire Defence Limited, the projectcontracting company that is the holder of the 35-year concession contract. In addition, we own a 50% interest in each of two joint ventures that provide the construction and the related support services to Aspire Defence. Our financial and performance guarantees are joint and several, subject to certain limitations, with our joint venture partners. The project is funded through equity and subordinated debt provided by the project sponsors and the issuance of publicly heldpublicly-held senior bonds which are nonrecourse to us.KBR and the other project sponsors. The entities we hold an interest in are VIEs;contracting company is a VIE; however, we are not the primary beneficiary of these entities.this entity as of December 31, 2018. We account for our interestsinterest in each of the entitiesAspire Defence Limited using the equity method of accounting. As of December 31, 2016,2019, included in our GS segment, our assets and liabilities associated with our investment in this project, within our consolidated balance sheets, were $14$67 million and $107$5 million,, respectively. Our maximum exposure to loss of $14 million indicatedincludes our equity investments in the table above is limited to our equity interestproject entities and amounts payable to us for services provided to the entitythese entities as of December 31, 2016. Our maximum exposure2019.

Prior to January 15, 2018, we also owned a 50% interest in the joint ventures that provide the construction and operatingthe related support services under subcontract arrangements with Aspire Defence Limited. On January 15, 2018, Carillion plc, our U.K. partner in these joint venture losses is limitedventures, entered into compulsory liquidation. As a result, KBR began consolidating the subcontracting entities in its financial statements effective January 15, 2018. See Note 4 to our proportionate share of any amounts required to fund future losses incurred by those entities under their respective contracts with the project company.consolidated financial statements for further discussion.


Ichthys LNG project. In January 2012, we formed a joint venture to provide EPC services to construct the Ichthys Onshore LNG Export Facility in Darwin, Australia ("Ichthys LNG project"). The project is being executed through two joint ventures,entities (collectively, "JKC"), which are VIEs, in which we own a 30% equity interest. We account for our investments using the equity method of accounting.  At December 31, 2016,2019, our assets and liabilities associated with our investment in this projectJKC recorded in our consolidated balance sheets under our E&CES business segment were $124$546 million and $33$29 million,, respectively.  Our maximum exposureThese assets include expected cost recoveries from unapproved change orders and claims against the client as well as estimated recoveries of claims against suppliers and subcontractors arising from issues related to loss of $124 million indicated in the table above is limited to our equity interest and amounts payable to us for services providedchanges to the entity as of December 31, 2016. We also have exposure to loss as a result of commercial agreements entered into by the Ichthys JV with its clientwork scope, delays and with its subcontractors.lower than planned subcontractor activity. See Note 68 to our consolidated financial statements for further discussion on the significant contingencies as well as unapproved change orders and claims related to this project.


U.K. Road projects. We are involved in four privately financed projects, executed through joint ventures, to design, build, operate and maintain roadways for certain government agencies in the U.K. We have a 25% ownership interest in each of these joint ventures and account for them using the equity method of accounting. The joint ventures have obtained financing through third parties that is nonrecourse to the joint venture partners. These joint ventures are VIEs; however, we are not the primary beneficiary. At December 31, 2016,2019, included in our GS business segment, our assets and liabilities associated with our investment in this project recorded in our consolidated balance sheets were $30$40 million and $9$21 million, respectively. Our maximum exposure to loss representsincludes our equity investments in these ventures.


EBIC Ammonia project. We have an investment in a development corporation that has an indirect interest in the Egypt Basic Industries Corporation ("EBIC") ammonia plant project located in Egypt. We performed the EPC work for the project and completed our operations and maintenance services for the facility in the first half of 2012. We own 65% of this development corporation and consolidate it for financial reporting purposes. The development corporation owns a 25% ownership interest in a company that consolidates the ammonia plant which is considered a VIE. The development corporation accounts for its investment in the


company using the equity method of accounting. The VIE is funded through debt and equity. Indebtedness of EBIC under its debt agreement is nonrecourse to us. We are not the primary beneficiary of the VIE. As of December 31, 2016,2019, included in our E&CES business segment, our assets and liabilities associated with our investment in this project, within our consolidated balance sheets, were $34$47 million and $2$1 million,, respectively. Our maximum exposure to loss of $22 million indicated in the table above is limited toincludes our proportionate share of the equity investment and amounts payable to us for services provided to the entity as of December 31, 2016.2019.




Related Party Transactions


We often provide engineering, construction management and other subcontractor services to our joint ventures and our revenues include amounts related to these services. For the years ended December 31, 2016, 20152019, 2018 and 2014,2017, our revenues included $235$684 million, $291$721 million and $351$133 million, respectively, related to services we provided to our joint ventures, primarily those in our E&C business segment. Under the terms of our TSA with Brown & Root Industrial Servicesthe Aspire Defence Limited joint venture we collect cash from customers and make payments to vendors and employees on behalf of the joint venture. For the years ended December 31, 2016 and 2015, we incurred approximately $16 million and $3 million, respectively, of reimbursable costs under the TSA. Also in 2015, we entered into an alliance agreement withwithin our EPIC joint venture to provide certain pipe fabrication services to KBR. For the years ended December 31, 2016 and 2015, EPIC performed $25 million and $8 million, respectively, of services to KBR under the agreement. GS business segment.

Amounts included in our consolidated balance sheets related to services we provided to our unconsolidated joint ventures for the years ended December 31, 20162019 and 20152018 are as follows:
 December 31,
Dollars in millions2016 2015
Accounts receivable (a)$22
 $7
Costs and estimated earnings in excess of billings on uncompleted contracts (b)$1
 $5
Billings in excess of costs and estimated earnings on uncompleted contracts (b)$41
 $55
Accounts payable (c)$
 $9

 December 31,
Dollars in millions2019 2018
Accounts receivable, net of allowance for doubtful accounts$49
 $43
Contract assets (a)$2
 $1
Contract liabilities (a)$33
 $38
Accounts payable$
 $2
 
(a)Includes a $11 million net receivable from the Brown & Root Industrial Services joint venture at December 31, 2016.
(b)Reflects CIEcontract assets and BIEcontract liabilities primarily related to joint ventures within our E&CES business segment as discussed above.
(c)Reflects a $9 million net payable to the Brown & Root Industrial Services joint venture at December 31, 2015.segment.


Consolidated Variable Interest Entities


We consolidate VIEs if we determine we are the primary beneficiary of the project entity because we control the activities that most significantly impact the economic performance of the entity. The following is a summary of the significant VIEs where we are the primary beneficiary:
Dollars in millionsDecember 31, 2016
Total Assets Total Liabilities
Gorgon LNG project$28
 $60
Escravos Gas-to-Liquids project$11
 $22
Fasttrax Limited project$56
 $50
Dollars in millionsDecember 31, 2019
Total Assets Total Liabilities
KJV-G joint venture (Gorgon LNG project)$
 $17
Fasttrax Limited (Fasttrax project)$45
 $24
Aspire Defence subcontracting entities (Aspire Defence project)$530
 $283
 

Dollars in millions
December 31, 2018
Total Assets Total Liabilities
KJV-G joint venture (Gorgon LNG project)$13
 $19
Fasttrax Limited (Fasttrax project)$49
 $34
Aspire Defence subcontracting entities (Aspire Defence project)$589
 $324


Dollars in millions
December 31, 2015
Total Assets Total Liabilities
Gorgon LNG project$117
 $145
Escravos Gas-to-Liquids project$16
 $33
Fasttrax Limited project$74
 $70


Gorgon LNG project. We have a 30% ownership in an Australian joint venture which was awarded a contract in 2005 for front end engineering design and in 2009 for EPC management services to construct an LNG plant. The joint venture is considered a VIE, and, because we are the primary beneficiary, we consolidate this joint venture for financial reporting purposes. We determined that we are the primary beneficiary of this project entity because we control the activities that most significantly impact economic performance of the entity.

Escravos Gas-to-Liquids ("GTL") project. During 2005, we formed a joint venture to engineer The Gorgon LNG project execution activities were completed and construct a gas monetization facility in Escravos, Nigeria, which was completed in 2014. We own a 50% equity interest in the joint venture and determined that we are the primary beneficiary; accordingly, we have consolidated the joint venture for financial reporting purposes. There are no consolidated assets that collateralize the joint venture’s obligations. However, atonly commercial closeout activities remain as of December 31, 2016 and 2015, the joint venture had approximately $8 million and $7 million of cash, respectively, which mainly relates to advanced billings in connection with the joint venture’s obligations under the EPC contract that is expected to be fully closed out in 2017.2019.




Fasttrax Limited project. In December 2001, the Fasttrax joint venture ("Fasttrax") was created to provide to the U.K. MoD a fleet of 91 new heavy equipment transporters ("HETs")HETs capable of carrying a 72-ton Challenger II tank. Fasttrax owns, operates and maintains the HET fleet and provides heavy equipment transportation services to the British Army. The purchase of the assets was completed in 2004,


and the operating and service contracts related to the assets extend through 2023. Fasttrax's entity structure includes a parent entity and its 100% owned subsidiary, Fasttrax Limited. KBR and its partner each own a 50% interest in the parent entity, which is considered a VIE. We determined that we are the primary beneficiary of this project entity because we control the activities that most significantly impact economic performance of the entity. Therefore, we consolidate this VIE.


The purchase of the HETs by the joint venture was financed through two series of bonds secured by the assets of Fasttrax Limited and a bridge loan totaling approximately £84.9 million (approximately $120 million at the exchange rate on the date of the transaction). The secured bonds are an obligation of Fasttrax Limited and are not a debt obligation of KBR as they are nonrecourse to the joint venture partners. Accordingly, in the event of a default on the notes, the lenders may only look to the assets of Fasttrax Limited for repayment. The bridge loan of approximately £12.2 million (approximately $17 million at the exchange rate on the date of the transaction) was replaced when the joint venture partners funded their equity and subordinated debt contributions in 2005.loan. Assets collateralizing Fasttrax’s senior bonds include cash and equivalents of $15$18 million and net property, plant and equipment of approximately $36$23 million as of December 31, 2016.2019. See Note 1314 to our consolidated financial statements for further details regarding our nonrecourse project-finance debt of this VIE consolidated by KBR, including the total amount of debt outstanding at December 31, 2016.2019.


Aspire Defence project (subcontracting entities). As discussed above and in Note 4 to our consolidated financial statements, we assumed operational management of the Aspire Defence subcontracting entities in January 2018. These subcontracting entities provide the construction and the related support services under subcontract arrangements with Aspire Defence Limited. These entities are considered VIEs, and, because we are the primary beneficiary, they are consolidated for financial reporting purposes.

Acquisition of Noncontrolling Interest


During the three months ended March 31, 2015,In April 2018, we entered into an agreement to acquire the noncontrolling interestinterests in one ofthe Aspire Defence subcontracting entities from our partner. See Note 4 to our consolidated joint venturesfinancial statements for $40 million. We also paid the partner previously accrued expenses of $8 million. The acquisition of these shares was recorded as an equity transaction, with a $40 million reduction in our paid-in capital in excess of par. In the fourth quarter of 2015, 25% of total sharesdiscussion of this joint venture were issued to a new partner.transaction.


Note 12. Pension13. Retirement Benefits

Defined Contribution Retirement Plans

We have elective defined contribution plans for our employees in the U.S. and retirement savings plans for our employees in the U.K., Canada and other locations. Our defined contribution plans provide retirement benefits in return for services rendered. These plans provide an individual account for each participant and have terms that specify how contributions to the participant’s account are to be determined rather than the amount of retirement benefits the participant is to receive. Contributions to these plans are based on pretax income discretionary amounts determined on an annual basis. Our expense for the defined contribution plans totaled $51$63 million in 2016, $672019, $56 million in 20152018 and $72$52 million in 2014.2017.


Defined Benefit Pension Plans

We have two2 frozen defined benefit pension plans in the U.S., one1 frozen plan in the U.K., and one1 frozen plan in Germany. We also participate in multi-employer plans in Canada. Substantially all of our defined benefit plans are funded pension plans, which define an amount of pension benefit to be provided, usually as a function of age, years of service or compensation.





Benefit obligations and plan assets

We used a December 31 measurement date for all plans in 20162019 and 2015.2018. Plan assets, expenses and obligations for retirementour defined benefit pension plans are presented in the following tables.
 United States Int’l United States Int’l
Dollars in millions2019 2018
Change in projected benefit obligations:       
Projected benefit obligations at beginning of period$71
 $1,751
 $77
 $2,046
Acquisitions
 
 
 24
Service cost
 2
 
 2
Interest cost3
 50
 2
 50
Foreign currency exchange rate changes
 46
 
 (114)
Actuarial (gain) loss7
 214
 (4) (184)
Other
 (1) 
 
Plan amendments
 
 
 20
Benefits paid(5) (74) (4) (93)
Projected benefit obligations at end of period$76
 $1,988
 $71
 $1,751
Change in plan assets:       
Fair value of plan assets at beginning of period$54
 $1,518
 $59
 $1,673
Acquisitions
 
 
 24
Actual return on plan assets10
 200
 (3) (28)
Employer contributions2
 43
 2
 39
Foreign currency exchange rate changes
 41
 
 (96)
Benefits paid(5) (74) (4) (93)
Other(1) (1) 
 (1)
Fair value of plan assets at end of period$60
 $1,727
 $54
 $1,518
Funded status$(16) $(261) $(17) $(233)

 United States Int’l United States Int’l
Dollars in millions2016 2015
Change in projected benefit obligations:       
Projected benefit obligations at beginning of period$75
 $1,849
 $87
 $2,138
Acquisitions12
 3
 
 
Service cost
 1
 
 2
Interest cost3
 63
 2
 76
Foreign currency exchange rate changes
 (304) (3) (174)
Actuarial (gain) loss
 448
 
 (112)
Other
 (1) 
 
Benefits paid(15) (89) (11) (81)
Projected benefit obligations at end of period$75
 $1,970
 $75
 $1,849
Change in plan assets:       
Fair value of plan assets at beginning of period$59
 $1,532
 $66
 $1,652
Acquisitions8
 
 
 
Actual return on plan assets3
 235
 (1) 8
Employer contributions1
 40
 5
 43
Foreign currency exchange rate changes
 (255) 
 (90)
Benefits paid(15) (89) (11) (81)
Other
 
 
 
Fair value of plan assets at end of period$56
 $1,463
 $59
 $1,532
Funded status$(19) $(507) $(16) $(317)

In October 2018, a U.K. High Court issued a ruling requiring U.K. defined benefit pension plans to provide equal pension benefits to males and females for guaranteed minimum pensions where plan participants accrued benefits during the period from May 1990 to April 1997. We have accounted for the change in law as a retroactive plan amendment resulting in a $20 million increase to prior service cost in "Other comprehensive income" for the year ended December 31, 2018 and a $20 million increase to the projected benefit obligation of our U.K. pension plan as of December 31, 2018. The prior service cost will be amortized out of AOCL as a component of net periodic benefit cost over the remaining life expectancy of the plan participants.

The Accumulated Benefit Obligation ("ABO") is the present value of benefits earned to date. The ABO for our United States pension plans was $76 million and $71 million as of December 31, 2019 and 2018, respectively. The ABO for our international pension plans was $2.0 billion and $1.8 billion as of December 31, 2019 and 2018, respectively.



United States Int’l United States Int’lUnited States Int’l United States Int’l
Dollars in millions2016 20152019 2018
Amounts recognized on the consolidated balance sheets              
Pension obligations$19
 $507
 $16
 $317
$(16) $(261) $17
 $233

Net periodic pension cost for our defined benefit plans included the following components:
 United States Int’l United States Int’l United States Int’l
Dollars in millions2019 2018 2017
Components of net periodic benefit cost           
Service cost$
 $2
 $
 $2
 $
 $1
Interest cost3
 50
 2
 50
 3
 53
Expected return on plan assets(3) (77) (3) (80) (3) (77)
Prior service cost amortization
 1
 
 
 
 
Recognized actuarial loss2
 16
 2
 26
 1
 30
Net periodic benefit cost$2
 $(8) $1
 $(2) $1
 $7

 United States Int’l United States Int’l United States Int’l
Dollars in millions2016 2015 2014
Components of net periodic benefit cost           
Service cost$
 $1
 $
 $2
 $
 $2
Interest cost3
 63
 2
 76
 3
 90
Expected return on plan assets(3) (87) (3) (97) (4) (102)
Settlements/curtailments1
 
 
 
 1
 
Recognized actuarial loss1
 28
 5
 43
 3
 39
Net periodic benefit cost$2
 $5
 $4
 $24
 $3
 $29
The amounts in accumulated other comprehensive loss that have not yet been recognized as components of net periodic benefit cost at December 31, 20162019 and 2015,2018, net of tax were as follows:


 United States Int’l United States Int’l
Dollars in millions2019 2018
Unrecognized actuarial loss, net of tax of $9 and $215, $10 and $203, respectively$22
 $632
 $23
 $569
Total in accumulated other comprehensive loss$22
 $632
 $23
 $569
 United States Int’l United States Int’l
Dollars in millions2016 2015
Unrecognized actuarial loss, net of tax of $10 and $244, and $11 and $198, respectively$24
 $761
 $25
 $535
Total in accumulated other comprehensive loss$24
 $761
 $25
 $535

Estimated amounts that will be amortized from accumulated other comprehensive income, net of tax, into net periodic benefit cost in 20172020 are as follows:
Dollars in millionsUnited States Int’l
Actuarial loss$1
 $19
Total$1
 $19

Dollars in millionsUnited States Int’l
Actuarial loss$1
 $24
Total$1
 $24


Weighted-average assumptions used to determine
net periodic benefit cost
  
United States Int'l United States Int'l United States Int'lUnited States Int'l United States Int'l United States Int'l
2016 2015 20142019 2018 2017
Discount rate3.42% 3.75% 2.89% 3.65% 3.38% 4.45%3.98% 2.90% 3.33% 2.50% 3.73% 2.60%
Expected return on plan assets5.00% 6.10% 4.81% 6.25% 5.28% 6.45%6.09% 5.09% 6.01% 5.20% 6.01% 5.40%


Weighted-average assumptions used to determine benefit obligations at measurement date 
 United States Int'l United States Int'l
 2019 2018
Discount rate2.89% 2.05% 3.98% 2.90%

Weighted-average assumptions used to determine benefit obligations at measurement date 
 United States Int'l United States Int'l
 2016 2015
Discount rate3.73% 2.60% 3.42% 3.75%

Assumed long-term rates of return on plan assets and discount rates for estimating benefit obligations vary for the different plans according to the local economic conditions. The expected long-term rate of return on assets was determined by a stochastic projection that takes into account asset allocation strategies, historical long-term performance of individual asset classes, an analysis of additional return (net of fees) generated by active management, risks using standard deviations and correlations of returns among the asset classes that comprise the plans’ asset mix. The discount rate used to determine the benefit obligations was computed using a yield curve approach that matches plan specific cash flows to a spot rate yield curve based on high quality corporate bonds. Because all plans have been frozen, there is no rate of compensation increase.


Plan fiduciaries of our retirement plans set investment policies and strategies and oversee the investment direction, which includes selecting investment managers, commissioning asset-liability studies and setting long-term strategic targets.  Long-term strategic investment objectives include preserving the funded status of the plan and balancing risk and return and have diversified asset types, fund strategies and fund managers.  Targeted asset allocation ranges are guidelines, not limitations and occasionally plan fiduciaries will approve allocations above or below a target range.



The target asset allocation for our U.S. and International plans for 20172020 is as follows:
Asset Allocation2020 Targeted
 United States Int'l
Equity funds and securities51% 22%
Fixed income funds and securities39% 54%
Hedge funds% 7%
Real estate funds1% 3%
Other9% 14%
Total100% 100%

Asset Allocation2017 Targeted
 United States Int'l
Equity funds and securities53% 20%
Fixed income funds and securities46% 38%
Hedge funds% 21%
Real estate funds1% 5%
Other% 16%
Total100% 100%




The range of targeted asset allocations for our International plans for 20172020 and 2016,2019, by asset class, are as follows:
International Plans2020 Targeted 2019 Targeted
 Percentage Range Percentage Range
 Minimum Maximum Minimum Maximum
Equity funds and securities1% 50% 1% 60%
Fixed income funds and securities35% 100% % 99%
Hedge funds% 22% % 34%
Real estate funds% 20% % 10%
Other% 42% % 20%

International Plans2017 Targeted 2016 Targeted
 Percentage Range Percentage Range
 Minimum Maximum Minimum Maximum
Equity funds and securities% 60% % 60%
Fixed income funds and securities% 100% % 100%
Hedge funds% 35% % 35%
Real estate funds% 10% % 10%
Other% 20% % 20%


The range of targeted asset allocations for our U.S. plans for 20172020 and 2016,2019, by asset class, are as follows:
Domestic Plans2020 Targeted 2019 Targeted
 Percentage Range Percentage Range
 Minimum Maximum Minimum Maximum
Equity funds and securities41% 68% 50% 53%
Fixed income funds and securities31% 47% 37% 40%
Real estate funds1% 1% 1% 1%
Other7% 10% 9% 9%

Domestic Plans2017 Targeted 2016 Targeted
 Percentage Range Percentage Range
 Minimum Maximum Minimum Maximum
Cash and cash equivalents% % 19% 19%
Equity funds and securities52% 55% 49% 49%
Fixed income funds and securities44% 47% 32% 32%
Real estate funds1% 1% % %


ASC 820 - Fair Value Measurement addresses fair value measurements and disclosures, defines fair value, establishes a framework for using fair value to measure assets and liabilities and expands disclosures about fair value measurements. This standard applies whenever other standards require or permit assets or liabilities to be measured at fair value. ASC 820 establishes a three-tier value hierarchy, categorizing the inputs used to measure fair value. The inputs and methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a description of the primary valuation methodologies and classification used for assets measured at fair value.


Fair values of our Level 1 assets are based on observable inputs such as unadjusted quoted prices for identical assets in active markets. These consist of securities valued at the closing price reported on the active market on which the individual securities are traded.


Fair values of our Level 2 assets are based on inputs other than the quoted prices in active markets that are observable either directly or indirectly, such as quoted prices for similar assets; quoted prices that are in inactive markets; inputs other than quoted prices that are observable for the asset; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.


Fair values of our Level 3 assets are based on unobservable inputs in which there is little or no market data and require us to develop our own assumptions.





A summary of total investments for KBR’s defined benefit pension plan assets measured at fair value is presented below.
Fair Value Measurements at Reporting DateFair Value Measurements at Reporting Date
Dollars in millionsTotal Level 1 Level 2 Level 3Total Level 1 Level 2 Level 3
Asset Category at December 31, 2016       
Asset Category at December 31, 2019       
United States plan assets              
Investments measured at net asset value$56
 $
 $
 $
Investments measured at net asset value (a)$59
 $
 $
 $
Cash and equivalents1
 1
 
 
Total United States plan assets$56
 $
 $
 $
$60
 $1
 $
 $
International plan assets              
Equities$76
 $60
 $
 $16
$103
 $
 $
 $103
Fixed income12
 
 
 12
1
 
 
 1
Real estate4
 
 
 4
2
 
 
 2
Cash and cash equivalents8
 8
 
 
2
 2
 
 
Other50
 
 
 50
87
 44
 
 43
Investments measured at net asset value1,313
 
 
 
Investments measured at net asset value (a)1,532
 
 
 
Total international plan assets$1,463
 $68
 $
 $82
$1,727
 $46
 $
 $149
Total plan assets at December 31, 2016$1,519
 $68
 $
 $82
Total plan assets at December 31, 2019$1,787
 $47
 $
 $149
 Fair Value Measurements at Reporting Date
Dollars in millionsTotal Level 1 Level 2 Level 3
Asset Category at December 31, 2018       
United States plan assets       
Investments measured at net asset value (a)$54
 $
 $
 $
Total United States plan assets$54
 $
 $
 $
International plan assets       
Equities$84
 $
 $
 $84
Fixed income2
 
 
 2
Real estate1
 
 
 1
Cash and cash equivalents8
 8
 
 
Other74
 35
 
 39
Investments measured at net asset value (a)1,349
 
 
 
Total international plan assets$1,518
 $43
 $
 $126
Total plan assets at December 31, 2018$1,572
 $43
 $
 $126

 Fair Value Measurements at Reporting Date
Dollars in millionsTotal Level 1 Level 2 Level 3
Asset Category at December 31, 2015       
United States plan assets       
Investments measured at net asset value$59
 $
 $
 $
Total United States plan assets$59
 $
 $
 $
International plan assets       
Equities$66
 $54
 $
 $12
Fixed income14
 
 
 14
Real estate6
 
 
 6
Cash and cash equivalents10
 10
 
 
Other13
 
 
 13
Investments measured at net asset value1,423
 
 
 
Total international plan assets$1,532
 $64
 $
 $45
Total plan assets at December 31, 2015$1,591
 $64
 $
 $45

(a) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.




The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed each year due to the following:
Level 3 fair value measurement rollforward


Dollars in millionsTotal Equities Fixed Income Real Estate Other
International plan assets         
Balance as of December 31, 2017$74
 $26
 $5
 $3
 $40
Return on assets held at end of year(3) 1
 
 (1) (3)
Return on assets sold during the year8
 
 
 1
 7
Purchases, sales and settlements39
 11
 (3) (2) 33
Transfers13
 48
 
 
 (35)
Foreign exchange impact(5) (2) 
 
 (3)
Balance as of December 31, 2018$126
 $84
 $2
 $1
 $39
Return on assets held at end of year8
 10
 
 
 (2)
Return on assets sold during the year1
 
 
 1
 
Purchases, sales and settlements, net11
 7
 (1) 
 5
Transfers
 
 
48,000,000

48

Foreign exchange impact3
 2
 
 
 1
Balance as of December 31, 2019$149
 $103
 $1
 $2
 $43

Dollars in millionsTotal Equities Fixed Income Real Estate Other
International plan assets         
Balance as of December 31, 2014$42
 $6
 $11
 $12
 $13
Return on assets held at end of year2
 1
 
 (2) 3
Return on assets sold during the year5
 
 
 5
 
Purchases, sales and settlements(1) 5
 4
 (8) (2)
Foreign exchange impact(3) 
 (1) (1) (1)
Balance as of December 31, 2015$45
 $12
 $14
 $6
 $13
Return on assets held at end of year14
 1
 1
 1
 11
Return on assets sold during the year
 
 
 
 
Purchases, sales and settlements, net32
 5
 (1) (3) 31
Foreign exchange impact(9) (2) (2) 
 (5)
Balance as of December 31, 2016$82
 $16
 $12
 $4
 $50

Expected cash flows
Contributions. Funding requirements for each plan are determined based on the local laws of the country where such plans reside. In certain countries the funding requirements are mandatory while in other countries they are discretionary. We expect to contribute $36$47 million to our pension plans in 2017.2020.
Benefit payments. The following table presents the expected benefit payments over the next 10 years.
 Pension Benefits
Dollars in millionsUnited States Int’l
2020$5
 $57
2021$5
 $59
2022$5
 $60
2023$5
 $61
2024$5
 $63
Years 2025 - 2029$24
 $333

 Pension Benefits
Dollars in millionsUnited States Int’l
2017$5
 $48
2018$5
 $50
2019$5
 $51
2020$5
 $52
2021$5
 $53
Years 2022 – 2026$25
 $287


Multiemployer Pension Plans


We participate in multiemployer plans in Canada. Generally, the plans provide defined benefits to substantially all employees covered by collective bargain agreements. Under the terms of these agreements, our obligations are discharged upon plan contributions and are not subject to any assessments for unfunded liabilities upon our termination or withdrawal.
Our aggregate contributions to these plans were $1immaterial in 2019 and 2018, and $3 million in 2016, $8 million in 2015 and $29 million in 2014.2017. At December 31, 2016,2019, none of the plans in which we participate is individually significant to our consolidated financial statements.


Deferred Compensation Plans
Our Elective Deferral Plan is a nonqualified deferred compensation program that provides benefits payable to officers, certain key employees or their designated beneficiaries and non-employee directors at specified future dates, upon retirement, or death. ExceptThe elective deferral plan is unfunded except for $7$10 million and $8 million of mutual funds designated for a portion of our employee deferral plan included in "other"Other assets" on our consolidated balance sheets at December 31, 20162019 and 2015, respectively, designated for a portion of our employee deferral plan, the plan is unfunded.2018, respectively. The mutual funds are carriedmeasured at fair value which includes readily determinable or published net asset valuesusing Level 1 inputs under ASC 820 and may be liquidated in the near term without restrictions.


The following table presents our Our obligations under our employee deferred compensation plan were $65 million and $67 million as of December 31, 2019 and 2018, respectively, and are included in "employee"Employee compensation and benefits" in our consolidated


balance sheets.
 December 31,
 Dollars in millions
2016 2015
Deferred compensation plans obligations$70
 $70


Note 13.14. Debt and Other Credit Facilities


Our outstanding debt consisted of the following at the dates indicated:
Dollars in millionsDecember 31, 2019 December 31, 2018
Term Loan A176
 190
Term Loan B756
 796
Convertible Notes350
 350
Unamortized debt issuance costs - Term Loan A(4) (5)
Unamortized debt issuance costs and discount - Term Loan B(15) (18)
Unamortized debt issuance costs and discount - Convertible Notes(53) (65)
Total long-term debt1,210
 1,248
Less: current portion27
 22
Total long-term debt, net of current portion$1,183
 $1,226


Senior Credit AgreementFacility


On September 25, 2015, we entered intoThe senior secured credit facility ("Senior Credit Facility") consists of a new $1 billion, unsecured$500 million revolving credit agreement (the "Credit Agreement"facility ("Revolver"), a $500 million PLOC, a $350 million Delayed Draw Term Loan A, ("Term Loan A") and an $800 million Term Loan B ("Term Loan B"). The Revolver, PLOC and Term Loan A mature in April 2023 and the Term Loan B matures in April 2025. Additional borrowings are no longer available under the Term Loan A. Borrowings under the Term Loan A were used to fund investment contributions in JKC. See Note 8 to our consolidated financial statements for a discussion on JKC.

The interest rates with a syndicate of banks. The Credit Agreement is guaranteed by certain ofrespect to the Revolver and Term Loan A are based on, at the Company's domestic subsidiaries, matures in September 2020 and is available for cash borrowings and the issuance of letters of credit related to general corporate needs. Subject to certain conditions, we may request (i) that the aggregate commitments under the Credit Agreement be increased by up tooption, adjusted LIBOR plus an additional $500 million, and (ii) that the maturity date of the Credit Agreement be extended by two additional one-year terms.

Amounts drawn under the Credit Agreement will bear interest at variable rates, per annum, based either on (i) the London interbank offered rate ("LIBOR") plus an applicable margin of 1.375% to 1.75%, or (ii) a base rate plus an applicable margin of 0.375% to 0.75%,additional margin. The interest rate with the base rate equalrespect to the highest of (a) reference bank’s publicly announced base rate, (b) the Federal Funds Rate plus 0.5%, or (c)Term Loan B is LIBOR plus 1%3.75%. The amount of the applicable margin to be applied will be determined by the Company’s ratio of consolidated debt to consolidated EBITDA for the prior four fiscal quarters, as defined in theSenior Credit Agreement. The Credit AgreementFacility provides for fees on letters of credit issued under the Credit AgreementPLOC at a rate equal to the applicable margin for LIBOR-based loans, except for performance letters of credit, which are priced at 50% of such applicable margin. KBR pays an annual issuance fee of 0.125% of the face amount of a letter of credit and paysvarying rates, as shown below. Additionally, there is a commitment fee of 0.225%with respect to 0.25%, per annum, on any unused portionthe Revolver, PLOC and Term Loan A. The details of the applicable margins and commitment under the Credit Agreementfees are based on the Company's consolidated leverage ratio.ratio as follows:

  Revolver and Term Loan A    
Consolidated Leverage Ratio LIBOR Margin Base Rate Margin Performance Letter of Credit Fee Commitment Fee
Greater than or equal to 4.00 to 1.00 3.25% 2.25% 1.95% 0.450%
Less than 4.00 to 1.00 but greater than or equal to 3.00 to 1.00 3.00% 2.00% 1.80% 0.400%
Less than 3.00 to 1.00 but greater than or equal to 2.00 to 1.00 2.75% 1.75% 1.65% 0.375%
Less than 2.00 to 1.00 2.50% 1.50% 1.50% 0.350%


The Term Loan A provides for quarterly principal payments of 2.50% of the aggregate principal amount commencing with the fiscal quarter ending June 30, 2019. The Term Loan B provides for quarterly principal payments of 0.25% of the initial aggregate principal amounts commencing with the fiscal quarter ending September 30, 2018.

The Senior Credit Facility contains financial maintenance covenants of a maximum consolidated leverage ratio and a consolidated interest coverage ratio (as such terms are defined in the Senior Credit Facility). Our consolidated leverage ratio as of the last day of any fiscal quarter may not exceed 4.50 to 1 and reducing gradually during 2019 and 2020 to 3.50 to 1. Our consolidated interest coverage ratio as of the last day of any fiscal quarter, commencing with the fiscal quarter ending June 30, 2018 and thereafter, may not be less than 3.00 to 1. As of December 31, 2016, there were $85 million in letters of credit outstanding. As a result of the Wyle and HTSI acquisitions discussed in Note 3 to our consolidated financial statements, we funded $700 million of acquisition consideration with borrowings under our Credit Agreement, of which $650 million remains outstanding as of December 31, 2016. We intend to seek long-term financing to replace a portion of this debt in 2017.

The Credit Agreement contains customary covenants as defined by the agreement which include financial covenants requiring maintenance of a ratio of consolidated debt to a rolling four-quarter consolidated EBITDA not greater than 3.5 to 1 and a minimum consolidated net worth of $1.2 billion plus 50% of consolidated net income for each quarter beginning September 30, 2015 and 100% of any increase in shareholders’ equity attributable to the sale of equity interests, but excluding any adjustments in shareholders' equity attributable to changes in foreign currency translation adjustments. In December 2016, we obtained an amendment to the EBITDA financial covenant to eliminate the impact, for certain periods and subject to certain dollar limits, of previously recorded project losses attributed to an EPC ammonia project and a power project in the U.S. The amendment also amends the maximum ratio of consolidated debt to consolidated EBITDA to 3.25 to 1 effective for periods after December 31, 2017. As of December 31, 2016,2019, we were in compliance with our financial covenants.

The
On February 7, 2020, we amended our Senior Credit Agreement contains a number of other covenants restricting,Facility to, among other things, reduce the applicable margins and commitment fees associated with the various borrowings under the facility. Simultaneous with the amendment, we used proceeds from the new facility to refinance our ability to incur additional liens and indebtedness, enter into asset sales, repurchase our equity shares and make certain types of investments. Our subsidiaries are restricted from incurring indebtedness, except if such indebtedness relates to purchase money obligations, capitalized leases, refinancing or renewals secured by liens upon or in property acquired, constructed or improvedoutstanding borrowings resulting in an aggregateamended Senior Credit Facility that is comprised of a $500 million Revolver, a $500 million PLOC, a $275 million Term Loan A and a $520 million Term Loan B. In addition, the amendment extended the maturity dates with respect to the Revolver and the Term Loan A to February 7, 2025 and Term Loan B to February 7, 2027, and amended certain other provisions including the financial covenants.

Convertible Senior Notes

Convertible Senior Notes. On November 15, 2018, we issued and sold $350 million of 2.50% Convertible Senior Notes due 2023 (the "Convertible Notes") pursuant to an indenture (the "Indenture") between us and Citibank, N.A., as trustee (the "Trustee"). The Convertible Notes are senior unsecured obligations. The Convertible Notes bear interest at 2.50% per year and interest is payable on May 1 and November 1 of each year. The Convertible Notes mature on November 1, 2023 and may not be redeemed by us prior to maturity.

The Convertible Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. It is our current intent and policy to settle the principal balance of the Convertible Notes in cash and any excess value upon conversion in shares of our common stock. The initial conversion price of the Convertible Notes is approximately $25.51 (subject to adjustment in certain circumstances), based on the initial conversion rate of 39.1961 Common Shares per $1,000 principal amount notof Convertible Notes. Prior to exceed $200May 1, 2023, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date. As of December 31, 2019, the "if-converted" value of the Convertible Notes exceeded the $350 million at any time outstanding. Additionally, our subsidiaries may incur unsecured indebtedness not to exceed $200 million in aggregate outstanding principal amount by approximately $68 million.

Accounting standards require that convertible debt which may be settled in cash upon conversion (including partial cash settlement) be accounted for with a liability component based on the fair value of similar nonconvertible debt and an equity component based on the excess of the initial proceeds from the convertible debt over the liability component. The difference between the principal amount of the notes and the carrying amount represents a debt discount, which is amortized as additional non-cash interest expense over the term of the Convertible Notes. The equity component represents proceeds related to the conversion option and is recorded as additional paid-in capital. The equity component is determined at any time. issuance and is not remeasured as long as it continues to meet the conditions for equity classification. The net carrying value of the equity component related to the Convertible Notes was $57 million as of December 31, 2019 and 2018.

The amount of interest cost recognized relating to the contractual interest coupon was $9 million and $1 million for the years ended December 31, 2019 and 2018, respectively, and relating to the amortization of the discount and debt issuance costs was $12 million and $1 million for the years ended December 31, 2019 and 2018, respectively. The effective interest rate on the liability component was 6.50% for the years ended December 31, 2019 and 2018.

Convertible Notes Call Spread Overlay - Concurrent with the issuance of the Convertible Notes, we entered into privately
negotiated convertible note hedge transactions (the "Note Hedge Transactions") and warrant transactions (the "Warrant Transactions") with the option counterparties. These transactions represent a Call Spread Overlay, whereby the cost of the Note Hedge Transactions we purchased to cover the cash outlay upon conversion of the Convertible Notes was reduced by the sales price of the Warrant Transactions. Each of these transactions is described below.

The Note Hedge Transactions cost an aggregate $62 million and are expected generally to reduce the potential dilution of
common stock and/or offset the cash payments we are required to make in excess of the principal amount upon conversion of the
Convertible Notes in the event that the market price of our common stock is greater than the strike price of the Note Hedge Transactions, which is initially $25.51 (subject to adjustment), corresponding approximately to the initial conversion price of the
Convertible Notes. The Note Hedge Transactions were accounted for by recording the cost as a reduction to "Additional paid-in capital" based on the Note Hedge meeting certain scope exceptions provided under ASC Topic 815.

We are also permittedreceived proceeds of $22 million for the Warrant Transactions, in which we sold net-share-settled warrants to repurchasethe option counterparties in an amount equal to the number of shares of our equity shares, provided that no such repurchases shall be made from proceeds borrowedcommon stock initially underlying the Convertible Notes, subject to customary anti-dilution adjustments. The strike price of the warrants is $40.02 per share (subject to adjustment), which is 31% above the last reported sale price of our common stock on the New York Stock Exchange on December 31, 2019. The Warrant Transactions could have a dilutive effect to our stockholders to the extent the market price per share of our common stock, as measured under the Credit Agreement,terms of the Warrant Transactions, exceeds the applicable strike price of the warrants. The Warrant Transactions have been accounted for by recording the proceeds received as "Additional paid-in capital".



The Note Hedge Transactions and that the aggregate purchase price and dividends paid after September 25, 2015, does not exceed the Distribution Cap (equal to the sum of $750 million plus the lesser of (1) $400 million and (2) the amount receivedWarrant Transactions are separate transactions, in each case entered into by us in connection with
the arbitrationoption counterparties, and subsequent litigationare not part of the PEP contracts as discussed in Note 16 to our consolidated financial statements). Asterms of December 31, 2016, the remaining availabilityConvertible Notes and will not affect any holder's rights under the Distribution Cap was approximately $652 million.Convertible Notes.




Letters of credit, surety bonds and guarantees


In connection withthe ordinary course of business, we may enter into various arrangements providing financial or performance assurance to customers on behalf of certain projects, we are required to provideconsolidated and unconsolidated subsidiaries, joint ventures and other jointly executed contracts. Such off-balance sheet arrangements include letters of credit, surety bonds orand corporate guarantees to our customers. Letterssupport the creditworthiness or project execution commitments of these entities and typically have various expirations dates ranging from mechanical completion of the project being constructed to a period beyond completion in certain circumstances such as for warranties. We have $1 billion in a committed line of credit are provided to certain customersunder our Senior Credit Facility, comprised of the $500 million Revolver and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers and future funding commitments. We$500 million PLOC. Additionally, we have approximately $2 billion in committed and$368 million of uncommitted lines of credit to support the issuance of letters of credit and as of December 31, 2016, we have utilized $450 million of our present capacity under lines of credit. Surety bonds are also posted under the terms of certain contracts to guarantee our performance. As of December 31, 2016,2019, with respect to our $500 million Revolver, we have approximately $9000 outstanding revolver borrowings and have issued $26 million of letters of credit. With respect to our PLOC, we have $100 million of outstanding letters of credit. With respect to our $368 million of uncommitted lines of credit, we have utilized $199 million for letters of credit as of December 31, 2019. The total remaining capacity inof these committed and uncommitted lines of credit after taking into account the $650 million of outstanding revolver borrowings. The letters of credit outstanding included $85 million issued under our Credit Agreement and $365 million issued under uncommitted bank lines as of December 31, 2016.is approximately $1.0 billion. Of the letters of credit outstanding under our Senior Credit Agreement, no letters of creditFacility, none have expiry dates beyond the maturity date of the Senior Credit Agreement.Facility. Of the total letters of credit outstanding, $168$170 million relate to our joint venture operations where the letters of credit are posted using our capacity to support our pro-rata share of obligations under various contracts executed by joint ventures of which we are a member. As

We may also guarantee that a project, once completed, will achieve specified performance standards. If the need arises, future projects willproject subsequently fails to meet guaranteed performance standards, we may incur additional costs, pay liquidated damages or be supported by letters of credit issued under our Credit Agreement or other lines of credit arranged on a bilateral, syndicated or other basis. We believe we have adequate letter of credit capacity under our Credit Agreement and bilateral lines of credit to support our operationsheld responsible for the next twelve months.costs incurred by the client to achieve the required performance standards. The potential amount of future payments that we could be required to make under an outstanding performance arrangement is typically the remaining estimated cost of work to be performed by or on behalf of third parties. Amounts that may be required to be paid in excess of the estimated costs to complete contracts in progress are not estimable. For cost reimbursable contract, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed under the contract. For lump-sum or fixed-price contracts, the performance guarantee amount is the cost to complete the contracted work, less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete the project. If costs exceed the remaining amounts payable under the contract, we may have recourse to third parties, such as owners, subcontractors or vendors for claims.


In our joint venture arrangements, the liability of each partner is usually joint and several. This means that each joint venture partner may become liable for the entire risk of performance guarantees provided by each partner to the customer. Typically each joint venture partner indemnifies the other partners for any liabilities incurred in excess of the liabilities the other party is obligated to bear under the respective joint venture agreement. We are unable to estimate the maximum potential amount of future payments that we could be required to make under outstanding performance guarantees related to joint venture projects due to a number of factors, including but not limited to, the nature and extent of any contractual defaults by our joint venture partners, resource availability, potential performance delays caused by the defaults, the location of the projects, and the terms of the related contracts.

Nonrecourse Project Debt


Fasttrax Limited, a consolidated joint venture in which we indirectly own a 50% equity interest with an unrelated partner, was awarded a concession contract in 2001 with the U.K. MoD to provide a Heavy Equipment Transporter Service to the British Army. See Note 11 to our consolidated financial statements for further discussion on the joint venture. Under the terms of the arrangement, Fasttrax Limited operates and maintains 91 heavy equipment transporters HETs for a term of 22 years. The purchase of the HETs by the joint venture was financed through two series of bonds secured by the assets of Fasttrax Limited and a bridge loan totaling approximately £84.9 million (approximately $120 million atsubordinated debt from the exchange rate on the date of the transaction).joint venture partners. The secured bonds are an obligation of Fasttrax Limited and are not a debt obligation of KBR as they are nonrecourse to the joint venture partners. Accordingly, in the event of a default on the notes, the lenders may only look to the assets of Fasttrax Limited for repayment. The bridge loan of approximately £12.2 million (approximately $17 million at the exchange rate on the date of the transaction) was replaced when the joint venture partners funded their equity and subordinated debt contributions in 2005.


The secured bonds were issued in two classes consisting of Class A 3.5% Index Linked Bonds in the amount of £56£56 million (approximately $79 million at the exchange rate on the date of the transaction) and Class B 5.9% Fixed Rate Bonds in the amount of £16.7 million (approximately $24 million at the exchange rate on the date of the transaction).£20.7 million.  Semi-annual payments on both classes of bonds commenced in March 2005 and will continue through maturity in 2021.  The subordinated notes payable to each of the partners initially bear interest at 11.25% increasing to 16%16.00% over the term of the notes until maturity in 2025.  For financial reporting purposes, only our partner's portion of the subordinated notes appears in the consolidated financial statements.



The following table summarizes the combined principal installments for both classes of bonds and subordinated notes, including inflation adjusted bond indexation over the next five years and beyond as of December 31, 2016:2019:
Dollars in millionsPayments Due
2020$11
2021$5
2022$1
2023$1
2024$
Beyond 2024$

Dollars in millionsPayments Due
2017$8
2018$9
2019$10
2020$10
2021$5
Beyond 2021$1




Note 14.15. Income Taxes


The United States and foreign components of income (loss) before income taxes and noncontrolling interests were as follows:
 Years ended December 31,
Dollars in millions2019 2018 2017
United States$2
 $44
 $84
Foreign:     
United Kingdom105
 203
 40
Australia15
 7
 (30)
Canada3
 (2) 15
Middle East87
 61
 42
Africa5
 13
 20
Other51
 70
 76
Subtotal266
 352
 163
Total$268
 $396
 $247

 Years ended December 31,
Dollars in millions2016 2015 2014
United States$(250) $(35) $(1,051)
Foreign:     
United Kingdom55
 105
 130
Australia38
 32
 180
Canada(8) 87
 (101)
Middle East66
 35
 (12)
Africa76
 34
 28
Other56
 54
 49
Subtotal283
 347
 274
Total$33
 $312
 $(777)


The total income taxes included in the statements of operations and in shareholders' equity were as follows:
 Years ended December 31,
Dollars in millions2019 2018 2017
(Provision) Benefit for income taxes$(59) $(86) $193
Shareholders' equity, foreign currency translation adjustment1
 (2) 6
Shareholders' equity, pension and post-retirement benefits11
 (14) (27)
Shareholders' equity, changes in fair value of derivatives2
 3
 
Total income taxes$(45) $(99) $172

 Years ended December 31,
Dollars in millions2016 2015 2014
Provision for income taxes$(84) $(86) $(421)
Shareholders' equity, foreign currency translation adjustment(3) (3) 4
Shareholders' equity, pension and post-retirement benefits45
 (22) 10
Total income taxes$(42) $(111) $(407)



The components of the provision for income taxes were as follows:
Dollars in millionsCurrent Deferred Total
Year-ended December 31, 2019     
Federal$(4) $15
 $11
Foreign(67) 1
 (66)
State and other(2) (2) (4)
(Provision) benefit for income taxes$(73) $14
 $(59)
      
Year-ended December 31, 2018     
Federal$(1) $(6) $(7)
Foreign(56) (20) (76)
State and other(2) (1) (3)
Provision for income taxes$(59) $(27) $(86)
      
Year-ended December 31, 2017     
Federal$(6) $230
 $224
Foreign(122) 92
 (30)
State and other(2) 1
 (1)
(Provision) benefit for income taxes$(130) $323
 $193

Dollars in millionsCurrent Deferred Total
Balance as of December 31, 2016     
Federal$(5) $9
 $4
Foreign(61) (26) (87)
State and other
 (1) (1)
Provision for income taxes$(66) $(18) $(84)
      
Balance as of December 31, 2015     
Federal$(17) $8
 $(9)
Foreign(55) (22) (77)
State and other
 
 
Provision for income taxes$(72) $(14) $(86)
      
Balance as of December 31, 2014     
Federal$41
 $(333) $(292)
Foreign(110) (11) (121)
State and other1
 (9) (8)
Provision for income taxes$(68) $(353) $(421)




The components of our total foreign income tax provision were as follows:


 Years ended December 31,
Dollars in millions2019 2018 2017
United Kingdom$(19) $(32) $(7)
Australia(6) (8) 6
Canada(1) (6) 
Middle East(20) (16) (10)
Africa(1) (1) 1
Other(19) (13) (20)
Foreign provision for income taxes$(66) $(76) $(30)

 Years ended December 31,
Dollars in millions2016 2015 2014
United Kingdom$(6) $(15) $(22)
Australia
 16
 (24)
Canada1
 3
 6
Middle East(24) (8) (5)
Africa(22) (10) (24)
Other(36) (63) (52)
Foreign provision for income taxes$(87) $(77) $(121)


The components of our deferred income tax provision were as follows:
 Years ended December 31,
Dollars in millions2016 2015 2014
Expected deferred benefit$35
 $14
 $254
Tax reserves and allowances on current year activity(1) (20) (210)
Tax reserves and allowances on beginning of year deferred balances
 
 (320)
Unremitted foreign earnings(51) 
 (77)
U.K. statutory rate change(1) (8) 
Total deferred provision for income taxes$(18) $(14) $(353)


Our effective tax rates on income from operations differed from the statutory U.S. federal income tax rate of 21% for 2019 and 2018 and the statutory rate of 35% for 2017 as a result of the following:
 Years ended December 31,
 2019 2018 2017
U.S. statutory federal rate, expected (benefit) provision21 % 21 % 35 %
Increase (reduction) in tax rate from:     
Tax impact from foreign operations7
 
 (5)
Noncontrolling interests and equity earnings
 (1) (2)
State and local income taxes, net of federal benefit2
 1
 1
Other permanent differences, net3
 
 (8)
Contingent liability accrual1
 3
 (2)
U.S. taxes on foreign unremitted earnings3
 
 
Change in valuation allowance(10) (2) (90)
Research and development credits, net of provision(5) 
 
U.S. tax reform
 
 (7)
Effective tax rate on income from operations22 % 22 % (78)%

 Years ended December 31,
 2016 2015 2014
U.S. statutory federal rate, expected (benefit) provision35 % 35 % (35)%
Increase (reduction) in tax rate from:     
Rate differentials on foreign earnings(28) (10) (5)
Noncontrolling interests and equity earnings(28) (8) (4)
State and local income taxes, net of federal benefit
 2
 (2)
Other permanent differences, net54
 
 2
Contingent liability accrual41
 (1) 9
U.S. taxes on foreign unremitted earnings174
 1
 11
Non-deductible goodwill impairment
 
 20
Change in valuation allowance3
 6
 58
U.K. statutory rate change4
 3
 
Effective tax rate on income from operations255 % 28 % 54 %






The primary components of our deferred tax assets and liabilities were as follows:
 Years ended December 31,
Dollars in millions2019 2018
Deferred tax assets:   
Employee compensation and benefits$103
 $95
Foreign tax credit carryforwards257
 267
Loss carryforwards96
 103
Insurance accruals7
 9
Allowance for bad debt2
 2
Accrued liabilities63
 23
Construction contract accounting
 
Other4
 3
Total gross deferred tax assets532
 502
Valuation allowances(200) (207)
Net deferred tax assets332
 295
Deferred tax liabilities:   
Construction contract accounting(6) (1)
Intangible amortization(56) (57)
Indefinite-lived intangible amortization(49) (41)
Fixed asset depreciation2
 1
Accrued foreign tax credit carryforwards(3) (2)
Total gross deferred tax liabilities(112) (100)
Deferred income tax (liabilities) assets, net$220
 $195

 Years ended December 31,
Dollars in millions2016 2015
Deferred tax assets:   
Employee compensation and benefits$166
 $140
Foreign tax credit carryforwards356
 282
Accrued foreign tax credit carryforwards93
 97
Loss carryforwards69
 65
Insurance accruals15
 15
Allowance for bad debt9
 10
Accrued liabilities49
 45
Total gross deferred tax assets757
 654
Valuation allowances(542) (542)
Net deferred tax assets215
 112
Deferred tax liabilities:   
Construction contract accounting(34) (12)
Intangibles(29) (25)
Indefinite-lived intangibles(39) 
Depreciation and amortization2
 (2)
Unremitted foreign earnings(63) (39)
Other(82) (29)
Total gross deferred tax liabilities(245) (107)
Deferred income tax (liabilities) assets, net$(30) $5


The valuation allowance for deferred tax assets was $542$200 million and $207 million at December 31, 20162019 and 2015,2018, respectively. The net change in the total valuation allowance remained unchanged in 2016 and was $4a decrease of $7 million in 2015.2019 and a decrease of $10 million in 2018. Both years saw the benefit of a decrease in our valuation allowance associated with the ability to utilize foreign tax credits partially offset by an increase in the valuation allowance associated with our state net operating losses. The valuation allowance at December 31, 20162019 was primarily related to U.S. federal,foreign tax credit carryforwards and foreign and state net operating loss carryforwards foreign tax credit carryforwards and other deferred tax assets that, in the judgment of management, are not more-likely-than-notmore likely than not to be realized. In assessing the realizability of


deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment. Based upon

In the significant levelfourth quarter of historical2017, we achieved twelve quarters of cumulative U.S. taxable income which is inclusive of income generated in various countries within branches of our U.S. losses, management believessubsidiaries.  Income (loss) related to the U.S. branches totaled $90 million, $96 million and $163 million for the fiscal years 2019, 2018, and 2017, respectively, and is included in the foreign component of income in the notes to the financial statements in our Form 10-K. We weighted this positive evidence heavily in our analysis to overcome the previously existing negative evidence of our twelve quarter cumulative loss position.

We concluded that it was not more-likely-than-not thatfuture taxable income and the reversal of deferred tax liabilities, excluding those associated with indefinite-lived intangible assets, were the only sources of taxable income available in determining the amount of valuation allowance to be recorded against our deferred tax assets.  The deferred tax liabilities we would be ablerelied on are projected to realizereverse in the benefitssame jurisdiction and are of the deductiblesame character as the temporary differences that gave rise to the deferred tax assets. The deferred tax liabilities are projected to reverse in the same periods as the deferred tax assets and are projected to reverse beginning in fiscal year 2020 through fiscal year 2029.  We estimated future taxable income by jurisdiction exclusive of reversing temporary differences and accordingly recognizedcarryforwards and applied our foreign tax credit carryforwards based on the sourcing and character of those estimates and considered any limitations.

As a result of these analyses and considerations, we reversed approximately $223 million of our valuation allowance foron U.S. deferred tax assets as of December 31, 2017, $152 million of which related to foreign tax credit carryforwards, and $71 million of which related to other net deferred tax assets.  We did not release all of the valuation allowance as of December 31, 2017 because certain foreign tax credit carry forwards are projected to expire unused. During the year ended December 31, 20162018, we further refined our provisional estimates related to the Deemed Repatriation Transition Tax, as well as the impact of additional guidance related to the Tax Act and 2015our estimates of future taxable income. As a result, we further reduced our valuation allowance for anyU.S. deferred tax assets not more-likely-than-notby $17 million primarily related to be realized.foreign tax credit carryforwards.


Our ability to utilize the unreserved foreign tax credit carryforwards is based on our ability to generate income from foreign sources of at least $824 million prior to their expiration whereas our ability to utilize other net deferred tax assets exclusive of those associated with indefinite-lived intangible assets is based on our ability to generate U.S. forecasted taxable income of at least $432 million.  While our current projections of taxable income exceed these amounts, changes in our forecasted taxable income in the applicable taxing jurisdictions within the carryforward periods could affect the ultimate realization of deferred tax assets and our valuation allowance.

The net deferred tax balance by major jurisdiction after valuation allowance as of December 31, 20162019 was as follows:
Dollars in millionsNet Gross Deferred Asset (Liability) Valuation Allowance Deferred Asset (Liability), net
United States$370
 $(156) $214
United Kingdom(6) 
 (6)
Australia12
 
 12
Canada23
 (22) 1
Other21
 (22) (1)
Total$420
 $(200) $220
Dollars in millionsNet Gross Deferred Asset (Liability) Valuation Allowance Deferred Asset (Liability), net
United States$459
 $(506) $(47)
United Kingdom104
 
 104
Australia1
 (1) 
Canada22
 (16) 6
Mexico(92) 
 (92)
Other18
 (19) (1)
Total$512
 $(542) $(30)

    



At December 31, 2016,2019, the amount of gross tax attributes available prior to the offset with related uncertain tax positions were as follows:
  
Dollars in millionsDecember 31, 2019 Expiration
Foreign tax credit carryforwards$257
 2020-2029
Foreign net operating loss carryforwards$150
 2020-2039
Foreign net operating loss carryforwards$34
 Indefinite
State net operating loss carryforwards$1,024
 Various

  
Dollars in millionsDecember 31, 2016 Expiration
Foreign tax credit carryforwards$485
 2019-2026
Foreign net operating loss carryforwards$128
 2017-2037
Foreign net operating loss carryforwards$32
 Indefinite
State net operating loss carryforwards$598
 Various


In determiningAs a result of the enactment of the U.S. Tax Act, substantially all of our previously untaxed accumulated and current E&P of certain of our foreign cash repatriation strategysubsidiaries were subject to U.S. tax. Repatriations of these foreign earnings will not be subject to additional U.S. tax but may incur withholding and/or state taxes. Although we have provided for taxes on our previously untaxed accumulated and in determining whether earnings would continuecurrent E&P of certain of our foreign subsidiaries pursuant to be considered permanently invested,the Tax Act, we consideredconsider our future U.S. and non-U.S. cash needs such as 1) our anticipated foreign working capital requirements, including funding of our U.K. pension plan, 2) the expected growth opportunities across all geographical markets and 3) our plans to invest in strategic growth opportunities that may include acquisitions around the world. The remaining international cash balances associated with pastAs of December 31, 2019, the cumulative amount of permanently reinvested foreign earnings which we currently intendis $2.3 billion. With the enactment of the Tax Act, these previously unremitted earnings have now been subject to permanently reinvest in our foreign entities are not available for domestic use. The company has not recognized an estimated deferred tax liability of approximately $319 million for undistributed earnings of $1.5 billion that it continues to consider to be permanently reinvested in the foreseeable future. TheseU.S. tax. However, these undistributed earnings could be subject to additional taxtaxes (withholding and/or state taxes) if remitted, or deemed remitted, as a dividend.


A reconciliation of the beginning and ending amount of total unrecognized tax benefits is as follows:
Dollars in millions2019 2018 2017
Balance at January 1,$90
 $184
 $261
Increases related to current year tax positions2
 1
 2
Increases related to prior year tax positions7
 18
 1
Decreases related to prior year tax positions
 (45) (1)
Settlements
 (62) (80)
Lapse of statute of limitations(1) (2) (1)
Other, primarily due to exchange rate fluctuations affecting non-U.S. tax positions(1) (4) 2
Balance at December 31,$97
 $90
 $184

Dollars in millions2016 2015 2014
Balance at January 1,$257
 $228
 $68
Increases related to current year tax positions2
 18
 13
Increases related to tax positions from acquisitions14
 
 
Increases related to prior year tax positions10
 35
 168
Decreases related to prior year tax positions(4) (3) (13)
Settlements(10) (2) (1)
Lapse of statute of limitations(6) (16) (5)
Other, primarily due to exchange rate fluctuations affecting non-U.S. tax positions(2) (3) (2)
Balance at December 31,$261
 $257
 $228
The total amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate was approximately $248$83 million as of December 31, 2016.2019. The difference between this amount and the amounts reflected in the tabular reconciliation above relates primarily to deferred income tax benefits on uncertain tax positions related to income taxes.positions. In the next twelve months, it is reasonably possible that our uncertain tax positions could change by approximately $4$35 million due to settlements with tax authorities and the expirations of statutes of limitations.
We recognize accrued interest and penalties related to uncertain tax positions in income tax expense in our consolidated statements of operations. Our accrual for interest and penalties was $14$23 million and $13$19 million for eachas of the years ended December 31, 20162019 and 2015,2018, respectively. During the years ended December 31, 2016, 2015,2019 and 2017, we recognized net interest and penaltiespenalty charges (benefits) of less than $1$3 million, and $5 million, respectively, while for the year ended December 31, 2018, we recognized a net interest and penalty benefit of $1 million related to uncertain tax positions. During the year ended December 31, 2014, we recognized net interest and penalties charges (benefits) of $1 million related to uncertain tax positions.


KBR is the parent of a group of domestic companies that are members of a U.S. consolidated federal income tax return. We also file income tax returns in various states and foreign jurisdictions. With few exceptions, we are no longer subject to examination by tax authorities for U.S. federal or state and local income tax for years before 2007.


KBR is subject to a tax sharing agreement primarily covering periods prior to the April 2007 separation from Halliburton. The tax sharing agreement provides, in part, that KBR will be responsible for any audit settlements directly attributable to itsour business activity for periods prior to itsour separation from our former parent. As of December 31, 20162019 and 2015,2018, we have recorded $19$5 million in "other"Other liabilities" on our consolidated balance sheets, respectively, for tax related items under the tax sharing agreement. The balance is not due until receipt by KBR of a future foreign tax credit refund claim filed with the IRS.


110





Note 15.16. U.S. Government Matters


We provide services to various U.S. governmental agencies, which includeincluding the U.S. Department of Defense ("DoD")DoD, NASA, and the Department of State. We may have disagreements or experience performance issues on our U.S. government contracts. When performance issues arise under any of these contracts, the U.S. government retains the right to pursue various remedies, including challenges to expenditures, suspension of payments, fines and suspensions or debarment from future business with the U.S. government. The negotiation, administration and settlement of our contracts are subject to audit by the DCAA. The DCAA serves in an advisory role to the DCMA which is responsible for the administration of the majority of our contracts. The scope of these audits include, among other things, the validity of direct and indirect incurred costs, provisional approval of annual billing rates, approval of annual overhead rates, compliance with the FAR and CAS, compliance with certain unique contract clauses and audits of certain aspects of our internal control systems. Based on the information received to date, we do not believe the completed or any ongoing government audits will have a material adverse impact on our results of operations, financial position or cash flows.


Legacy U.S. Government Matters

Between 2002 and 2011, we provided significant support to the U.S. Army and other U.S. government agencies in support of the war in Iraq under the LogCAP III contract. We continue to support the U.S. government around the world under the LogCAP IV and other contracts. We have been in the process of closeout ofclosing out the LogCAP III contract since 2011, and we expect the contract closeout process to continue throughfor at least 2018.another year. As a result of our work under LogCAP III, there are claims and disputes pending between us and the U.S. government which need to be resolved in order to close the contracts.contract. The contract closeout process includes resolving objections raised by the U.S. government through a billing dispute process referred to as Form 1s and Memorandums for Record ("MFRs").MFRs. We continue to work with the U.S. government to resolve these issues and are engaged in efforts to reach mutually acceptable resolution of these outstanding matters. However, for certain of these matters, we have filed claims with the Armed Services Board of Contract Appeals ("ASBCA")ASBCA or the U.S. Court of Federal Claims ("COFC").COFC. We also have matters related to ongoing litigation or investigations involving U.S. government contracts. We anticipate billing additional labor, vendor resolution and litigation costs as we resolve the open matters. At this time, we cannot determinematters in the timing or net amounts to be collected or paid to close out these contracts.future.

Form 1s


The U.S. government has issued and has outstanding Form 1s questioning or objecting to costs we billed to them primarily related to (1) our
use of private security and our provision of containerized housing under the LogCAP III contract discussed above and (2) our
provision of emergency construction services primarily to U.S. government facilities damaged by Hurricanes Katrina and Wilma, under our CONCAP III contract with the U.S. Navy. As a consequence of the issuance of the Form 1s, the U.S. government has withheld payment to us on outstanding invoices, pending resolution of these matters. In certain cases, we have also withheld payment to our subcontractors related to pay-when-paid contractual terms.

The U.S. government had issued Form 1s, questioning $173$80 million of billed costs as of December 31, 2016 and 2015, respectively.2019. They had previously paid us $90$52 million as of each periodthe questioned costs related to our services on these contracts and the LogCAP III contract. The remaining balance of $83$28 million for each periodas of December 31, 2019 is included in “claims and accounts receivable" on our consolidated balance sheets.sheets in “Claims and accounts receivable." In addition, we have withheld $26 million and $32 million from our subcontractors at December 31, 2016 and 2015, respectively,2019 related to these questioned costs.costs, which is included in "Other current liabilities" on our consolidated balance sheets.


While we continue to believe that the amounts we have invoiced the U.S. government are in compliance with our contract terms and that recovery is probable, we also continue to evaluate our ability to recover these amounts as new information becomes known. As is common in the industry, negotiating and resolving these matters is often an involved and lengthy process, which sometimes necessitates the filing of claims or other legal action as discussed above. Concurrent with our continued negotiations with the U.S. government, we await the rulings on the filed claims. We are unable to predict when the rulings will be issued or when the matters will be settled or resolved with the U.S. government.

Audits

In addition to reviews performed by the U.S. government through the Form 1 process, the negotiation, administration and settlement of our contracts, which primarily consist of DoD contracts, are subject to audit by the Defense Contract Audit Agency ("DCAA"). The U.S. government DCAA serves in an advisory role to the Defense Contract Management Agency ("DCMA") and the DCMA is responsible for the administration of the majority of our contracts. The scope of these audits include, among other things, the validity of direct and indirect incurred costs, provisional approval of annual billing rates, approval of annual overhead rates, compliance with the Federal Acquisition Regulation ("FAR") and Cost Accounting Standards ("CAS"), compliance with certain unique contract clauses and audits of certain aspects of our internal control systems.

As of December 31, 2016, the DCAA has completed audits and we have concluded negotiations of both direct and indirect incurred costs for the historical GS activities, including the LOGCAP III contract, through 2011. We have received DCAA audits reports for 2012 and 2013 with minimal amounts of questioned costs. The DCAA is scheduling reviews for the years subsequent to 2013. Based on the information received to date, we do not believe the completed or ongoing government audits on the historical GS activities will have a material adverse impact on our results of operations, financial position or cash flows.



As of December 31, 2016, the DCAA has completed audits of incurred direct and indirect costs through 2009 and 2011 and final rates are negotiated through 2009 and 2010 for Wyle and HTSI, respectively.  The DCAA has questioned minimal cost for the on-going audits. Based on the information received to date, we do not believe that the completed or on-going audits on the Wyle and HTSI activities will have a material adverse impact on our results of operations, financial position or cash flows. 


As a result of the Form 1s, open audits and claims discussed above as well as open audits, we have accrued a reserve for unallowable costs of $41 million at December 31, 20162019 and 20152018, and the balances are recorded in "Contract liabilities" and "Other liabilities" in the amounts of $64$26 million and $50$15 million, respectively asrespectively.

Private Security Contractors. Starting in February 2007, we received a reductionseries of Form 1s from the DCAA informing us of the U.S. government's intent to “claimsdeny reimbursement to us under the LogCAP III cost reimbursable contract for amounts related to the use of PSCs by KBR and accounts receivable”a subcontractor in connection with its work for KBR providing dining facility services in Iraq between 2003 and 2006. The government challenged $57 million in “other liabilities”billings of which the government had previously paid and withheld payments from us of $44 million. We had previously recorded the withheld payments in "Claims receivable" on our consolidated balance sheet.sheets.

After a series of favorable awards by the ASBCA and subsequent appeals by the U.S. Army, on July 9, 2019 the Court of Appeals for the Federal Circuit upheld the prior ASBCA decision confirming the entire award in our favor including interest. We recorded additional revenue of $13 million representing the awarded interest not previously recognized on the withheld payments when the cash was received. This matter is now resolved.



Investigations, Qui Tams and Litigation


The following matters relate to ongoing litigation or federal investigations involving U.S. government contracts. Many of these matters involve allegations of violations of the False Claims Act ("FCA"),FCA, which prohibits in general terms fraudulent billings to the U.S. government. Suits brought by private individuals are called "qui tams." We believe the costs of litigation and any damages that may be awarded in the FKTC Electrocution, and Burn Pit matters described below are billable under the LogCAP III contract or, as was the case for the Electrocution litigation, covered by insurance, and that any such costs or damages awarded in the Sodium Dichromate matter will continue to be billable under the Restore Iraqi Oil (“RIO”) contract and the related indemnity described below.III. All costs billed under LogCAP III or RIO are subject to audit by the DCAA for reasonableness.


First Kuwaiti Trading Company arbitration. In April 2008, First Kuwaiti Trading Company ("FKTC"),FKTC, one of our LogCAP III subcontractors providing housing containers, filed for arbitration with the American Arbitration Association offor all its claims under various LogCAP III subcontracts. After complete hearings on all of FKTC's claims, anthe arbitration panel awarded FKTC $17 million plus interest for claims involving damages on lost or unreturned vehicles. In addition, we determined that we owe FKTC $32 million in connection with other subcontracts.subcontracts provided we are reimbursed for these same costs by the U.S. government. We previously paid FKTC $19 million and will pay $4the remaining $30 million on pay-when-paid termsis recorded in the contract. We have accrued amounts we believe are payable to FKTC in "accounts payable" and "other current liabilities""Other Current Liabilities" on our consolidated balance sheets. The remaining $26 million owed to FKTC under contract has not been billed to the government and we will not do so until the related claims and disputes between KBR and the government over the FKTC living container contract are resolved (see Department of Justice ("DOJ") False Claims Act complaint - FKTC Containers below). At this time, we believe the likelihood we would incur a loss related to this matter is remote.

Electrocution litigation. During 2008, a lawsuit was filed against KBR in the Allegheny County Common Pleas Court alleging that the Company was responsible for an electrical incident which resulted in the death of a soldier at the Radwaniyah Palace Complex near Baghdad, Iraq. Plaintiffs claimed unspecified damages for personal injury, death and loss of consortium by the parents. On January 5, 2017 we entered into a confidential settlement agreement with the plaintiffs. This settlement, including the recovery of legal fees, was covered by insurance and did not have a material impact to our financial statements. This matter is now resolved.

Burn Pit litigation. From November 2008 through current, KBR has been served with in excess of 60 lawsuits in various states alleging exposure to toxic materials resulting from the operation of burn pits in Iraq or Afghanistan in connection with services provided by KBR under the LogCAP III contract. These suits have been consolidated and are pending in U.S. Federal District Court in Baltimore, Maryland, where a hearing on KBR’s jurisdictional motions is scheduled for March 2017. The plaintiffs are claiming unspecified damages. KBR will continue to pursue all available jurisdictional and other dismissal options. At this time, we believe the likelihood that we would incur a loss related to this matter is remote. As of December 31, 2016, no amounts have been accrued.

Sodium Dichromate litigation. From December 2008 through September 2009, five cases were filed2019, we believe our recorded accruals and the pay-when-paid terms in various Federal District Courtsour contract with FKTC are adequate if we are unable to favorably resolve our claims and disputes against KBR by national guardsmen and other military personnel alleging exposure to sodium dichromate at the Qarmat Ali Water Treatment Plant in Iraq in 2003, which were consolidated into one case before in the U.S. District Court for the Southern District of Texas. The Texas case was then dismissed by the Courtgovernment. See "KBR Contract Claim on the merits on multiple grounds including the conclusion that no one was injured and is now on appeal to the Fifth Circuit. The plaintiffs are claiming unspecified damages. At this time, we believe the likelihood that we would incur a loss related to this matter is remote. As of December 31, 2016, no amounts have been accrued.FKTC containers" below.




COFC/ASBCA Claims. During the period of time since the first sodium dichromate litigation was filed, we incurred legal defense costs that we believed were reimbursable under the related U.S. government contract. These costs were billed and claims were filed to recover the associated costs incurred to date. After KBR filed claims for payment, the ASBCA issued an order in August 2015 that KBR is entitled to reimbursement of the sodium dichromate legal fees and any resulting judgments pursuant to the 85-804 indemnity agreement it had with the government. On June 23, 2016, KBR and U.S. Army Corps of Engineers entered into a settlement agreement regarding reimbursement of the $33 million in legal fees and interest incurred through the time of the claim. As part of the settlement, all reasonable future defense costs and payment of awards will be reimbursed consistent with the Government's indemnity obligation. The majority of these historical costs have been reimbursed to us. This matter is now resolved.

Qui tams. We have several qui tam cases pending, one of which has been joined by the U.S. government (see DOJ FCA complaint - Iraq Subcontractor below). We believe the likelihood that we would incur a loss in the qui tams the U.S. government has not joined is remote and as of December 31, 2016, no amounts have been accrued. Costs incurred in defending the qui tams cannot be billed to the U.S. government until those matters are successfully resolved in our favor. If successfully resolved, we can bill 80% of the costs to the U.S. government under federal regulations. As of December 31, 2016, we have incurred and expensed $10 million in legal costs to date in defending ourselves in qui tams. There are two active cases as discussed below.

Barko qui tam. Relator Harry Barko, a KBR subcontracts administrator in Iraq for a year in 2004/2005, filed a qui tam lawsuit in June 2005 in the U.S. District Court for the District of Columbia, alleging violations of the FCA by KBR and KBR subcontractors Daoud & Partners and Eamar Combined for General Trading and Contracting. The DOJ investigated Barko's allegations and elected not to intervene. The claim was unsealed in March of 2009. The court is currently considering KBR's motion for summary judgment. At this time, we believe the likelihood that we would incur a loss related to this matter is remote. As of December 31, 2016, no amounts have been accrued.

Howard qui tam. In March 2011, Geoffrey Howard and Zella Hemphill filed a complaint in the U.S. District Court for the Central District of Illinois alleging that KBR mischarged the government $628 million for unnecessary materials and equipment. In October 2014, the Department of JusticeDOJ declined to intervene and the case was partially unsealed. Discovery is ongoingDepositions of DCMA and KBR personnel are expected to occur in this case. At this time, weearly 2020. The court has set a deadline of July 19, 2020 as the cutoff for all fact discovery and depositions. We believe the likelihood that we would incur a loss related to this matter is remote. Asallegations of fraud by the relators are without merit and, as of December 31, 2016,2019, no amounts have been accrued.


DOJ False Claims Act complaint - FKTC Containers. In November 2012, the U.S. Department of Justice filed a complaint in the U.S. District Court for the Central District of Illinois against KBR, FKTC and others, related to our settlement of delay claims by our subcontractor, FKTC, in connection with FKTC's provision of living trailers for the bed down mission in Iraq in 2003-2004. The DOJ alleges that KBR submitted false claims to the U.S. government for reimbursement of costs for FKTC's services, which the U.S. government alleges were inflated, unverified, not subject to an adequate price analysis and had been contractually assumed by FKTC. Our contractual dispute with the Army over this settlement has been ongoing since 2005. In March 2014, KBR's motion to dismiss was denied and in September 2014, the District Court granted FKTC's motion to dismiss for lack of personal jurisdiction. The case is currently in discovery which we expect to be substantially completed in 2017. At this time, we believe the likelihood that we would incur a loss related to this matter is remote. As of December 31, 2016, no amounts have been accrued.

KBR Contract Claim on FKTC containers. KBR previously filed a claim before the ASBCA to recover the costs paid to FKTC to settle its delay and disruption claims. The DCMA had disallowed the majority of those costs. Those contract claims were stayed in 2013 at the request of the DOJ so that they could pursue the FCA case referenced above. On February 19, 2016, the ASBCA, at KBR’s request, lifted the stay and has allowed KBR to proceed with its contract claim for the costs withheld. KBR has requested a trial date as early in 2017 as the ASBCA’s schedule will permit.



DOJ False Claims Act complaint - Iraq Subcontractor. In January 2014, the U.S. Department of JusticeDOJ filed a complaint in the U.S. District Court for the Central District of Illinois against KBR and two2 former KBR subcontractors, including FKTC, alleging that three3 former KBR employees were offered and accepted kickbacks from these subcontractors in exchange for favorable treatment in the award and performance of subcontracts to be awarded during the course of KBR's performance of the LogCAP III contract in Iraq. The complaint alleges that as a result of the kickbacks, weKBR submitted invoices with inflated or unjustified subcontract prices, resulting in alleged violations of the FCA and the Anti-Kickback Act. The DOJ's investigation dates back to 2004. We self-reported most of the violations and tendered credits to the U.S. government as appropriate. On May 22, 2014, FTKCFKTC filed a motion to dismiss, which the U.S. government opposed. Following the submission of our answer in April 2014, the U.S. government was granted a Motion to Strike certain affirmative defenses in March 2015. We do not believe this limits KBR's ability to fully defend all allegations in this matter.

Discovery for this complaint is now complete. The Court has yet to rule on various motions filed in early 2019 that would affect the scope and venue of the case. The court will set hearing and trial dates after addressing the pending motions which we expect will occur in 2020. As of December 31, 2016,2019, we have accrued our best estimate of probable loss related to an unfavorable settlement of this matter in "other"Other liabilities" on our consolidated balance sheets. At this time,

Other matters

KBR Contract Claim on FKTC containers. KBR previously filed a claim before the ASBCA to recover the costs paid to FKTC to settle its requests for equitable adjustment. The DCMA had disallowed the majority of those costs. Those contract claims were stayed in 2013 at the request of the DOJ so that they could pursue the FCA case referenced above. Those claims were reinstated in 2016. We tried our contract appeal in September 2017. In November 2018, we received an unfavorable ruling from the ASBCA disallowing all of our costs paid to FKTC. KBR's motion for reconsideration by a senior panel of judges at the ASBCA was denied. KBR filed its brief on appeal in September 2019. We expect oral arguments will take place in 2020. As of December 31, 2019, we believe our recorded accruals and the likelihood thatpay-when-paid terms in our contract with FKTC are adequate in the event we would incur a loss relatedare unable to this matter in excess offavorably resolve our claims and disputes against the amounts we have accrued is remote. We expect discovery to extend into late 2017 and do not expect a trial before mid-2018.government.


Note 16.17. Other Commitments and Contingencies


Litigation and regulatory matters related to the Company’s restatement of its 2013 annual financial statements
In re KBR, Inc. Securities Litigation.Lead plaintiffs, Arkansas Public Employees Retirement System and IBEW Local 58/NECA Funds, seek class action status on behalf of our shareholders, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against the Company, our former chief executive officer, our current and former chief financial officers, and our former chief accounting officer, arising out of the restatement of our 2013 annual financial statements, and seek undisclosed damages. Unaoil Investigation. The case is currently pending in the U.S. District Court for the Southern District of Texas. KBR's Motion to Dismiss was denied in September 2015. We have reached a preliminary agreement to settle this case as of January 11, 2017, subject to final documentation and Court approval. We have accrued the proposed settlement amount in "other current liabilities" on our consolidated balance sheets, net of insurance proceeds which did not have a material impact to our financial statements.

Butorin v. Blount et al, is a May 2014 shareholder derivative complaint pending in the U.S. District Court of Delaware and filed on behalf of the Company naming certain current and former members of the Company's board of directors as defendantsDOJ, SEC, and the Company as a nominal defendant. The complaint alleges that the named directors breached their fiduciary duties by permitting the Company's internal controls to be inadequate. KBR has filed a Motion to Dismiss, to which the derivative plaintiff has responded. At this time, we are not yet able to determine the likelihood of loss, if any, arising from this matter.
Stella Dupree and Donald Taylor v. KBR, Inc., was filed by shareholders of the Company on May 12, 2015 in Delaware Chancery Court seeking the right to inspect and make copies of certain books and records of the Company under §220 of Delaware General Corporation Law relating primarily to the restatement of our 2013 annual financial statements. The remaining plaintiff voluntarily dismissed this case on February 26, 2016 following receipt of a limited set of documents from the Company. This matter is now resolved.
We have also received requests for information and a subpoena for documents from the Securities Exchange Commission ("SEC") regarding the restatement of our 2013 annual financial statements. We have been and intend to continue cooperating with the SEC. We have accrued our estimate of a potential settlement in "other current liabilities" on our consolidated balance sheets which did not have a material impact to our financial statements.

PEMEX and PEP Arbitration

In 2004, we filed for arbitration with the International Chamber of Commerce ("ICC") claiming recovery of damages against PEP, a subsidiary of PEMEX, the Mexican national oil company, related to a 1997 contract between PEP and our subsidiary, Commisa, and PEP subsequently counterclaimed. The project, known as EPC 1, required Commisa to build offshore platforms and treatment and reinjection facilities in Mexico and encountered significant schedule delays and increased costs due to problems with design work, late delivery and defects in equipment, increases in scope and other changes. In 2009, the ICC arbitration panel awarded us a total of approximately $351 million including legal and administrative recovery fees as well as interest and PEP was awarded approximately $6 million on counterclaims, plus interest on a portion of that sum. In August 2016, the U.S. Court of Appeal for the Second Circuit affirmed a 2013 District Court ruling confirming the ICC award and PEP filed a Motion for Rehearing in September 2016 which was denied. On January 31, 2017, PEP filed an application for certiorari to the United States Supreme Court. Commisa will file a response. PEP has posted $465 million as security for the judgment, pending exhaustion of all appeals.



Commisa and PEP are in active discussions to settle this dispute for the payment to Commisa. The potential agreement will be subject to final approval by the parties' respective board of directors.

Other Matters

The U.S. DOJ and the SECSFO are conducting investigations of activities Unaoil, a Monaco based company, may have engaged in relatedrelation to international projects involving several global companies, as well as KBR'sincluding KBR, whose interactions with Unaoil.Unaoil are a subject of those investigations. The investigations are focused on compliance with the U.S. FCPA. KBR believes it is cooperating with the DOJ, SEC, and the SECSFO in their investigations, which includesincluding through the voluntary submission of information and complianceresponding to formal document requests.



Chadian Employee Class Action. In May 2018, former employees of our former Chadian subsidiary, Subsahara Services, Inc. (SSI), filed a class action suit claiming unpaid damages arising from the ESSO Chad Development Project for Exxon Mobil Corporation (Exxon) dating back to the early 2000s. Exxon is also named as a defendant in the case. The SSI employees previously filed two class action cases in or around 2005 and 2006 for alleged unpaid overtime and bonuses.  The Chadian Labour Court ruled in favor of the SSI employees for unpaid overtime resulting in a settlement of approximately $25 million which was reimbursed by Exxon under its contract with document requests,SSI.  The second case for alleged unpaid bonuses was ultimately dismissed by the Supreme Court of Chad. 

The current case claims $122 million in unpaid bonuses characterized as damages rather than employee bonuses to avoid the previous Supreme Court dismissal and a 5-year statute of limitations on wage-related claims.  SSI’s initial defense was filed and a hearing was held in December 2018.  A merits hearing was held in February 2019.  In March 2019, the Labour Court issued a decision awarding the plaintiffs approximately $34 million including a formal request from$2 million provisional award.  SSI and Exxon have appealed the SEC by subpoena.

Tisnado vs DuPont, et al, In May 2016, KBR was served with a Fourth Amended Petition in Interventionaward and was brought into a lawsuitrequested suspension of the provisional award which was originallyapproved on April 2, 2019.  Exxon and SSI filed on November 14, 2014, ina submission to the 11th Judicial District Court of Harris County, Texas. This suit was brought by the family members of persons who died in an incident at the DuPont plant in LaPorte, Texas. KBRAppeal on June 21, 2019. The court has filed an Answer to the Petition, denying the plaintiffs' claims and asserting affirmative defenses. This case is in its early stages of discovery. set a hearing for February 28, 2020.

At this time we do not believe a risk of material loss is probable related to this matter, and therefore we have not accrued any loss provisions.  SSI is no longer an existing entity in Chad or the United States.  Further, we believe any amounts ultimately paid to the former employees related to this adverse ruling would be reimbursable by Exxon based on the applicable contract.  

North West Rail Link Project. We participate in an unincorporated joint venture with two partners to provide engineering and design services in relation to the operations, trains and systems of a metro rail project in Sydney, Australia.  The project commenced in 2014 and during its execution encountered delays and disputes resulting in claims and breach notices submitted to the joint venture by the client.  Since November 2018, the client has submitted multiple claims alleging breach of contract and breach of duty by the joint venture in its execution of the services, claiming losses and damages of up to approximately $300 million Australian dollars.   We currently believe the gross of amount of the claims significantly exceeds the client’s entitlement as well as the joint venture’s limits of liability under the contract and that the claims will be covered by project-specific professional indemnity insurance subject to deductibles. 

The joint venture and its client are not yet ablediscussing potential resolution of the claims although no specific course of action has been agreed.  In August 2019, the client advised that it has filed legal proceedings in the Supreme Court of New South Wales to determinepreserve its position with regards to statute of limitations.  The joint venture was served a notice of proceedings in November 2019 and an initial hearing is expected to occur in April 2020.  KBR has a 33% participation interest in the likelihoodjoint venture and the partners have joint and several liability with respect to all obligations under the contract.  As of loss, if any, arising fromDecember 31, 2019, we have reserved an amount that is immaterial with respect to this matter. However, it is reasonably possible that we may ultimately be required to pay material amounts in excess of reserves. At this time, fact discovery and expert review have not been initiated and the outcome thereof is uncertain such that a more precise estimate cannot be made at this time. Discussions between the joint venture and its client are ongoing.  


Environmental


We are subject to numerous environmental, legal and regulatory requirements related to our operations worldwide. In the U.S, these laws and regulations include, among others: the Comprehensive Environmental Response, Compensation and Liability Act; the Resources Conservation and Recovery Act; the Clean Air Act; the Clean Water Act;Act and the Toxic Substances Control Act. In addition to federal and state laws and regulations, other countries where we do business often have numerous environmental regulatory requirements by which we must abide in the normal course of our operations. These requirements apply to our business segments where we perform construction and industrial maintenance services or operate and maintain facilities.


We continue to monitor conditions at sites owned or previously owned. These locations were primarily utilized for manufacturing or fabrication work and are no longer in operation. The use of these facilities created various environmental issues including deposits of metals, volatile and semi-volatile compounds and hydrocarbons impacting surface and subsurface soils and groundwater. The range of remediation costs could change depending on our ongoing site analysis and the timing and techniques used to implement remediation activities. We do not expect that costs related to environmental matters will have a material adverse effect on our consolidated financial position or results of operations. Based on the information presently available to us the assessment and remediation costs associated with all environmental matters is immaterial and we do not anticipate incurring additional costs.


We had been named as a potentially responsible party in various clean-up actions taken by federal and state agencies in the U.S. All of these matters have been settled or resolved and as of December 31, 20162019, we have not been named in any additional matters.



Existing or pending climate change legislation, regulations, international treaties or accords are not expected to have a short-term material direct effect on our business, the markets that we serve or on our results of operations or financial position. However, climate change legislation could have a direct effect on our customers or suppliers, which could impact our business. For example, our commodity-based markets depend on the level of activity of mineral and oil and gas companies and existing or future laws, regulations, treaties or international agreements related to climate change, including incentives to conserve energy or use alternative energy sources, which could impact our business if such laws, regulations, treaties or international agreements reduce the worldwide demand for minerals, oil and natural gas.  We will continue to monitor developments in this area.

Leases

We are obligated under operating leases, principally for the use of land, offices, equipment, field facilities and warehouses. We recognize minimum rental expenses over the term of the lease. When a lease contains a fixed escalation of the minimum rent or rent holidays, we recognize the related rent expense on a straight-line basis over the lease term and record the difference between the recognized rental expense and the amounts payable under the lease as deferred lease credits. We have certain leases for office space where we receive allowances for leasehold improvements. We capitalize these leasehold improvements as property, plant and equipment and deferred lease credits. Leasehold improvements are amortized over the shorter of their economic useful lives or the lease term. Total rent expense was $154 million, $155 million and $158 million in 2016, 2015 and 2014, respectively. The current portion of deferred rent of $4 million and $7 million at December 31, 2016 and 2015, respectively, is recorded in "other current liabilities" on our consolidated balance sheets and the noncurrent deferred rent of $103 million and $114 million at December 31, 2016 and 2015, respectively, is recorded in "other liabilities" on our consolidated balance sheets.



Future total rental payments on noncancelable operating leases are as follows:
Dollars in millions
Future rental
payments (a)
2017$97
2018$85
2019$75
2020$66
2021$61
Beyond 2021$324
(a)Amounts presented are net of subleases.


Insurance Programs


Our employee-related health care benefits program is self-funded. Our workers’ compensation, automobile and general liability insurance programs include a deductible applicable to each claim.  Claims in excess of our deductible are paid by the insurer. The liabilities are based on claims filed and estimates of claims incurred but not reported. As of December 31, 2016,2019, liabilities for anticipated claim payments and incurred but not reported claims for all insurance programs totaled approximately $49$42 million, comprised of $9$14 million included in "accrued"Accrued salaries, wages and benefits," $15$2 million included in "other"Other current liabilities" and $25$26 million included in "other"Other liabilities" all on our consolidated balance sheets. As of December 31, 2015,2018, liabilities for unpaid and incurred but not reported claims for all insurance programs totaled approximately $52$48 million, comprised of $14$16 million included in "accrued"Accrued salaries, wages and benefits," $12$3 million included in "other"Other current liabilities" and $26$29 million included in "other"Other liabilities" all on our consolidated balance sheets.


Note 18. Leases

We enter into lease arrangements primarily for real estate, project equipment, transportation and information technology assets in the normal course of our business operations. Real estate leases accounted for approximately 85% of our lease obligations at December 31, 2019. An arrangement is determined to be a lease at inception if it conveys the right to control the use of identified property and equipment for a period of time in exchange for consideration. We have elected not to recognize an ROU asset and lease liability for leases with an initial term of 12 months or less. Many of our equipment leases, primarily associated with the performance of projects for U.S. government customers, include one or more renewal option periods, with renewal terms that can extend the lease term in one year increments. The exercise of these lease renewal options is at our sole discretion and is generally dependent on the period of project performance, or extension thereof, determined by our customers. When it is reasonably certain that we will exercise the option, we include the impact of the option in the lease term for purpose of determining total future lease payments. As most of our lease agreements do not explicitly state the discount rate implicit in the lease, we use our incremental borrowing rate on the commencement date to calculate the present value of future lease payments.

Certain leases include payments that are based solely on an index or rate. These variable lease payments are included in the calculation of the ROU asset and lease liability. Other variable lease payments, such as usage-based amounts, are excluded from the ROU asset and lease liability, and are expensed as incurred. In addition to the present value of the future lease payments, the calculation of the ROU asset also includes any deferred rent, lease pre-payments and initial direct costs of obtaining the lease, such as commissions.

In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar services, which are considered non-lease components for accounting purposes. We exclude these non-lease components in calculating the ROU asset and lease liability for real estate leases and expense them as incurred. For all other types of leases, non-lease components are included in calculating our ROU assets and lease liabilities.




The components of lease costs for the year ended December 31, 2019 were as follows:
 December 31,
Dollars in millions2019
Operating lease cost$54
Short-term lease cost121
Total lease cost$175
Operating lease cost for the year ended ended December 31, 2019 includes operating lease ROU asset amortization of $38 million and other noncash operating lease costs of $16 million related to the accretion of operating lease liabilities and straight-line lease accounting.
Total rent expense on our operating leases under the previous lease standard were $144 million and $139 million for the years ended December 31, 2018 and 2017, respectively.
Total short-term lease commitments as of December 31, 2019 was approximately $77 million. Additional information related to leases was as follows:
 December 31,
Dollars in millions2019
Cash paid for amounts included in the measurement of lease liabilities 
Operating cash flows from operating leases$56
Right-of-use assets obtained in exchange for new operating lease liabilities$20
Weighted-average remaining lease term-operating (in years)8.0
Weighted-average discount rate-operating leases7.6%

The following is a maturity analysis of the future undiscounted cash flows associated with our operating lease liabilities as of December 31, 2019:
 Year
Dollars in millions2020 2021 2022 2023 2024 Thereafter Total
Future payments - operating leases$54
 $44
 $37
 $33
 $25
 $119
 $312
Dollars in millionsOperating Leases
Total future payments$312
Less imputed interest(81)
Present value of future lease payments$231
Less current portion of lease obligations(39)
Noncurrent portion of lease obligations$192

As of December 31, 2018, future total rent payments on noncancellable operating leases under the previous lease standard were $367 million in the aggregate, which consisted of the following: $76 million in 2019; $48 million in 2020; $39 million in 2021; $32 million in 2022; $29 million in 2023; and $143 million thereafter.

115



Note 17.19. Shareholders’ Equity

The following tables summarize our activity in shareholders’ equity:
Dollars in millionsTotal PIC 
Retained
Earnings
 
Treasury
Stock
 AOCL NCI
Balance at December 31, 2016$725
 $2,088
 $467
 $(769) $(1,049) $(12)
Acquisition of noncontrolling interest(8) (8) 
 
 
 
Share-based compensation12
 12
 
 
 
 
Dividends declared to shareholders ($0.32/share)(45) 
 (45) 
 
 
Repurchases of common stock(53) 
 
 (53) 
 
Issuance of ESPP shares3
 (1) 
 4
 
 
Investments by noncontrolling interests1
 
 
 
 
 1
Distributions to noncontrolling interests(4) 
 
 
 
 (4)
Other noncontrolling interests activity(1) 
 
 
 
 (1)
Net income440
 
 432
 
 
 8
Other comprehensive income, net of tax127
 
 
 
 127
 
Balance at December 31, 2017$1,197
 $2,091
 $854
 $(818) $(922) $(8)
Cumulative effect of change in accounting policy, net of tax (Note 1)144
 
 144
 
 
 
Adjusted balance at January 1, 20181,341
 2,091
 998
 (818) (922) (8)
Acquisition of noncontrolling interest69
 69
 
 
 
 
Share-based compensation10
 10
 
 
 
 
Tax benefit decrease related to share-based plans1
 1
 
 
 
 
Common stock issued upon exercise of stock options2
 2
 
 
 
 
Dividends declared to shareholders ($0.32/share)(44) 
 (44) 
 
 
Repurchases of common stock(3) 
 
 (3) 
 
Issuance of ESPP shares3
 (1) 
 4
 
 
Issuance of convertible debt and call spread overlay18
 18
 
 
 
 
Distributions to noncontrolling interests(3) 
 
 
 
 (3)
Other noncontrolling interests activity2
 
 
 
 
 2
Net income310
 
 281
 
 
 29
Other comprehensive income, net of tax12
 
 
 
 12
 
Balance at December 31, 2018$1,718
 $2,190
 $1,235
 $(817) $(910) $20
Cumulative adjustment for the adoption of ASC 842, net of tax (Note 1)21
 
 21
 
 
 
Cumulative adjustment for the adoption of ASC 606 for our unconsolidated affiliates, net of tax (Note 1)29
 
 29
 
 
 
Adjusted balance at January 1, 20191,768
 2,190
 1,285
 (817) (910) 20
Share-based compensation12
 12
 
 
 
 
Common stock issued upon exercise of stock options5
 5
 
 
 
 
Dividends declared to shareholders ($0.32/share)(46) 
 (46) 
 
 
Repurchases of common stock(4) 
 
 (4) 
 
Issuance of ESPP shares3
 (1) 
 4
 
 
Investments by noncontrolling interests1
 
 
 
 
 1
Distributions to noncontrolling interests(14) 
 
 
 
 (14)
Net income209
 
 202
 
 
 7
Other comprehensive income (loss), net of tax(77) 
 
 
 (77) 
Balance at December 31, 2019$1,857
 $2,206
 $1,441
 $(817) $(987) $14

Dollars in millionsTotal PIC 
Retained
Earnings
 
Treasury
Stock
 AOCL NCI
Balance at December 31, 2013$2,439
 $2,065
 $1,748
 $(610) $(740) $(24)
Share-based compensation22
 22
 
 
 
 
Common stock issued upon exercise of stock options4
 4
 
 
 
 
Dividends declared to shareholders(47) 
 (47) 
 
 
Repurchases of common stock(106) 
 
 (106) 
 
Issuance of ESPP shares4
 
 
 4
 
 
Investments by noncontrolling interests10
 
 
 
 
 10
Distributions to noncontrolling interests(61) 
 
 
 
 (61)
Other noncontrolling interests activity2
 
 
 
 
 2
Net income (loss)(1,198) 
 (1,262) 
 
 64
Other comprehensive income (loss), net of tax(134) 
 
 
 (136) 2
Balance at December 31, 2014$935
 $2,091
 $439
 $(712) $(876) $(7)
Acquisition of noncontrolling interest(40) (40) 
 
 
 
Share-based compensation18
 18
 
 
 
 
Common stock issued upon exercise of stock options1
 1
 
 
 
 
Dividends declared to shareholders(47) 
 (47) 
 
 
Repurchases of common stock(62) 
 
 (62) 
 
Issuance of ESPP shares5
 
 
 5
 
 
Distributions to noncontrolling interests(28) 
 
 
 
 (28)
Other noncontrolling interests activity(3) 
 
 
 
 (3)
Net income226
 
 203
 
 
 23
Other comprehensive income, net of tax47
 
 
 
 45
 2
Balance at December 31, 2015$1,052
 $2,070
 $595
 $(769) $(831) $(13)
Share-based compensation18
 18
 
 
 
 
Tax benefit decrease related to share-based plans1
 1
 
 
 
 
Dividends declared to shareholders(46) 
 (46) 
 
 
Repurchases of common stock(4) 
 
 (4) 
 
Issuance of ESPP shares3
 (1) 
 4
 
 
Distributions to noncontrolling interests(9) 
 
 
 
 (9)
Net income (loss)(51) 
 (61) 
 
 10
Other comprehensive income (loss), net of tax(219) 
 
 
 (219) 
Balance at December 31, 2016$745
 $2,088
 $488
 $(769) $(1,050) $(12)





Accumulated other comprehensive loss,AOCL, net of tax
 December 31,
Dollars in millions2019 2018 2017
Accumulated foreign currency translation adjustments, net of tax of $3, $2 and $4$(315) $(304) $(259)
Pension and post-retirement benefits, net of tax of $224, $213 and $227(654) (592) (660)
Fair value of derivatives, net of tax of $5, $3 and $0(18) (14) (3)
Total accumulated other comprehensive loss$(987) $(910) $(922)

 December 31,
Dollars in millions2016 2015 2014
Accumulated foreign currency translation adjustments, net of tax of $(2), $1 and $4$(262) $(269) $(203)
Pension and post-retirement benefits, net of tax of $254, $209 and $231(785) (560) (670)
Changes in fair value of derivatives, net of tax of $0, $0 and $0(3) (2) (3)
Total accumulated other comprehensive loss$(1,050) $(831) $(876)




Changes in accumulated other comprehensive loss,AOCL, net of tax, by component
Dollars in millionsAccumulated foreign currency translation adjustments Accumulated pension liability adjustments Changes in fair value of derivatives Total
Balance at December 31, 2017$(259) $(660) $(3) $(922)
   Other comprehensive income adjustments before reclassifications(51) 44
 (20) (27)
   Amounts reclassified from AOCL6
 24
 9
 39
Net other comprehensive income (loss)(45) 68
 (11) 12
Balance at December 31, 2018$(304) $(592) $(14) $(910)
   Other comprehensive income adjustments before reclassifications(3) (76) (14) (93)
   Amounts reclassified from AOCL(8) 14
 10
 16
Net other comprehensive income (loss)(11) (62) (4) (77)
Balance at December 31, 2019$(315) $(654) $(18) $(987)

Dollars in millionsAccumulated foreign currency translation adjustments Pension and post-retirement benefits Changes in fair value of derivatives Total
Balance as of December 31, 2014$(203) $(670) $(3) $(876)
Other comprehensive income adjustments before reclassifications(70) 71
 
 1
Amounts reclassified from accumulated other comprehensive income4
 39
 1
 44
Balance at December 31, 2015$(269) $(560) $(2) $(831)
Other comprehensive income adjustments before reclassifications7
 (249) 
 (242)
Amounts reclassified from accumulated other comprehensive income
 24
 (1) 23
Balance at December 31, 2016$(262) $(785) $(3) $(1,050)


Reclassifications out of accumulated other comprehensive loss,AOCL, net of tax, by component
Dollars in millionsDecember 31, 2019 December 31, 2018 Affected line item on the Consolidated Statements of Operations
Accumulated foreign currency adjustments     
    Reclassification of foreign currency adjustments8
 $(6) Gain (loss) on disposition of assets and Gain on consolidation of Aspire entities, respectively
Tax benefit
 
 Provision for income taxes
Net accumulated foreign currency$8
 $(6)  
      
Accumulated pension liability adjustments     
    Amortization of actuarial loss (a)$(17) $(28) See (a) below
Tax benefit3
 4
 Provision for income taxes
Net pension and post-retirement benefits$(14) $(24) Net of tax
      
Changes in fair value for derivatives     
   Foreign currency hedge and interest rate swap settlements$(10) $(9) Other non-operating income (loss)
Tax benefit
 
 Provision for income taxes
Net changes in fair value of derivatives$(10) $(9) Net of tax
Dollars in millionsDecember 31, 2016 December 31, 2015 Affected line item on the Consolidated Statements of Operations
Pension and post-retirement benefits     
    Amortization of actuarial loss (a)$(29) $(48) See (a) below
Tax benefit (expense)5
 9
 Provision for income taxes
Net pension and post-retirement benefits$(24) $(39) Net of tax

 
(a)This item is included in the computation of net periodic pension cost. See Note 1213 to our consolidated financial statements for further discussion.



As a result of the Tax Cuts and Jobs Act of 2017, certain income tax effects related to items in AOCL have been stranded in AOCL, and we did not elect to reclassify these stranded tax effects to retained earnings. The tax effects remaining in AOCL are released only when all related units of account are liquidated, sold or extinguished.


Shares of common stock
Shares in millionsShares
Balance at December 31, 20142017174.4176.6
Common stock issued0.7
Balance at December 31, 2015175.1

Common stock issued0.8

Balance at December 31, 20162018175.9177.4

Common stock issued0.9
Balance at December 31, 2019178.3



Shares of treasury stock
Shares and dollars in millionsShares Amount
Balance at December 31, 201736.5
 $818
Treasury stock acquired, net of ESPP shares issued
 (1)
Balance at December 31, 201836.5
 817
Treasury stock acquired, net of ESPP shares issued
 
Balance at December 31, 201936.5
 $817

Shares and dollars in millionsShares Amount
Balance at December 31, 201429.6
 $712
Treasury stock acquired, net of ESPP shares issued3.4
 57
Balance at December 31, 201533.0
 769
Treasury stock acquired, net of ESPP shares issued0.1
 
Balance at December 31, 201633.1
 $769


Dividends


We declared dividends totaling $46$46 million and $47$44 million in 20162019 and 2015,2018, respectively. As of December 31, 2016 and 2015, we had accrued dividends payable of $12 million included in "other current liabilities" on our consolidated balance sheets.




Note 18.20. Share Repurchases


Authorized Share Repurchase Program


On February 25, 2014, our Board of Directors authorized a plan to repurchase up to $350 million of our outstanding shares of common shares,stock, which replaced and terminated the August 26, 2011 share repurchase program. As of December 31, 2016, $2082019, $160 million remain available for repurchase under this authorization. The authorization does not obligate the Company to acquire any particular number of shares of common sharesstock and may be commenced, suspended or discontinued without prior notice. The share repurchases are intended to be funded through the Company’s current and future cash and the authorization does not have an expiration date.


Share Maintenance Programs


Stock options and restricted stock awards granted under the KBR, Inc. 2006 Stock and Incentive Plan ("KBR Stock Plan") may be satisfied using shares of our authorized but unissued common stock or our treasury share account.


The Employee Stock Purchase Plan ("ESPP")ESPP allows eligible employees to withhold up to 10% of their earnings, subject to some limitations, to purchase shares of KBR common stock. These shares are issued from our treasury share account.


Withheld to Cover Program


In addition to the plans above, we also have in place a "withheld to cover" program, which allows us to withhold ordinarycommon shares from employees in connection with the settlement of income tax and related benefit withholding obligations arising from the issuance of share-basedshare based equity awards under the KBR Stock and Incentive Plan.



The table below presents information on our annual share repurchases activity under these programs:
 Year ending December 31, 2019
 Number of Shares Average Price per Share Dollars in Millions
Repurchases under the $350 million authorized share repurchase program
 $
 $
Repurchases under the existing share maintenance program
 
 
Withheld to cover shares194,124
 20.59
 4
Total194,124
 $20.59
 $4
      
 Year ending December 31, 2018
 Number of Shares Average Price per Share Dollars in Millions
Repurchases under the $350 million authorized share repurchase program
 $
 $
Repurchases under the existing share maintenance program
 
 
Withheld to cover shares175,469
 15.81
 3
Total175,469
 $15.81
 $3



119


 Year ending December 31, 2016
 Number of Shares Average Price per Share Dollars in Millions
Repurchases under the $350 million authorized share repurchase program
 n/a
 $
Repurchases under the existing share maintenance program
 n/a
 
Withheld to cover shares249,891
 14.93
 4
Total249,891
 $14.93
 $4
      
 Year ending December 31, 2015
 Number of Shares Average Price per Share Dollars in Millions
Repurchases under the $350 million authorized share repurchase program2,992,687
 $17.43
 $52
Repurchases under the existing share maintenance program466,974
 15.43
 7
Withheld to cover shares182,964
 16.98
 3
Total3,642,625
 $17.15
 $62




Note 19.21. Share-based Compensation and Incentive Plans

Stock Plans

In 2016, 2015 and 2014 share-based compensation awards were granted to employees under KBR share-based compensation plans.


KBR Stock and Incentive Plan (Amended May 2016)


In November 2006, KBR established the KBR Stock and Incentive Plan, ("KBR Stock Plan"), which provides for the grant of any or all of the following types of share-based compensation listed below:


stock options, including incentive stock options and nonqualified stock options;
stock appreciation rights, in tandem with stock options or freestanding;
restricted stock;
restricted stock units;
cash performance awards; and
stock value equivalent awards.


In May 2012, the KBR Stock Plan was amended to add 2 million shares of our common stock available for issuance under the KBR Stock Plan and increase certain sublimits.


In May 2016, the KBR Stock Plan was further amended to add 4.4 million shares of our common stock available for issuance under the KBR Stock Plan. Additionally, this amendment increased the sublimit under the Stock Plan in the form of restricted stock awards, restricted stock unit awards, stock value equivalent awards, or pursuant to performance awards denominated in common stock by 4.4 million. Under the terms of the KBR Stock Plan, 16.4 million shares of common stock have been reserved for issuance to employees and non-employee directors. The plan specifies that no more than 9.9 million shares can be awarded as restricted stock, restricted stock units, stock value equivalents, or pursuant to performance awards denominated in common stock.


At December 31, 2016,2019, approximately 6.85.5 million shares were available for future grants under the KBR Stock Plan, of which approximately 4.52.6 million shares remained available for restricted stock awards or restricted stock unit awards.


KBR Stock Options


Under the KBR Stock Plan, stock options are granted with an exercise price not less than the fair market value of the common stock on the date of the grant and a term no greater than 10 years. The term and vesting periods are established at the discretion of the Compensation Committee at the time of each grant. We amortize the fair value of the stock options over the vesting period on a straight-line basis. Options are granted from shares authorized by our Board of Directors.

Total number of stock options granted and the assumptions used to determine the fair value of granted options were as follows:
 Year ending
 December 31,
KBR stock options assumptions summary (a)2015
Granted stock options (shares in millions)1.1
Weighted average expected term (in years)5.5
Weighted average grant-date fair value per share$4.91
(a) No stock options granted in 2016



 Year ending December 31,
KBR stock options range assumptions summary (a)2015
 Range
 Start End
Expected volatility range33.92% 39.65%
Expected dividend yield range1.15% 2.13%
Risk-free interest rate range1.46% 2.12%
(a) No stock options granted in 2016

For KBR stock options granted in 2015 and 2014, theThe fair value of options at the date of grant wasare estimated using the Black-Scholes-Merton option pricing model. The expected volatility of KBR options granted in each year is based upon a blended rate that uses the historical and implied volatility of common stock for KBR. The expected term of KBR options granted was based on KBR's historical experience. The estimated dividend yield is based upon KBR’s annualized dividend rate divided by the market price of KBR’s stock on the option grant date. The risk-free interest rate is based upon the yield of U.S. government issued treasury bills or notes on the option grant date. We amortize the fair value of the stock options over the vesting period on a straight-line basis. Options are granted from shares authorized by our Board of Directors. There were 0 stock options granted in 2019, 2018 or 2017.







The following table presents stock options granted, exercised, forfeited and expired under KBR share-based compensation plans for the year ended December 31, 2016.2019.
KBR stock options activity summary
Number 
of Shares
 
Weighted
Average
Exercise Price
per Share
 
Weighted
Average
Remaining
Contractual
Term (years)
 
Aggregate
Intrinsic Value
(in millions)
Outstanding at December 31, 20182,090,519
 $24.34
 3.88 $0.83
Granted
 
 
  
Exercised(289,942) 16.26
 
  
Forfeited
 
 
  
Expired(197,990) 16.68
 
  
Outstanding at December 31, 20191,602,587
 $26.74
 3.33 $0.87
Exercisable at December 31, 20191,601,297
 $26.73
 3.33 $0.87

KBR stock options activity summary
Number 
of Shares
 
Weighted
Average
Exercise Price
per Share
 
Weighted
Average
Remaining
Contractual
Term (years)
 
Aggregate
Intrinsic Value
(in millions)
Outstanding at December 31, 20153,482,657
 $23.83
 6.55 $2.92
Granted
 
    
Exercised(28,579) 12.25
    
Forfeited(177,452) 16.68
    
Expired(541,020) 23.96
    
Outstanding at December 31, 20162,735,606
 $23.81
 5.89 $2.40
Exercisable at December 31, 20162,091,530
 $25.44
 5.23 $1.90


The total intrinsic values of options exercised for the years ended December 31, 2016, 20152019, 2018 and 20142017 were $0.1$0.3 million,, $0.3 $0.1 million and $3$0.4 million,, respectively. As of December 31, 2016,2019, there was $2 million of0 unrecognized compensation cost, net of estimated forfeitures, related to non-vested KBR stock options, expected to be recognized over a weighted average period of approximately 1.07 years.options. Stock option compensation expense was $3$0 million in 2016, $52019, $0 million in 20152018 and $6$1 million in 2014.2017.  Total income tax benefit recognized in net income for share-based compensation arrangements was $1 million in 2016 and and $2$0 million in 20152019, $0 million in 2018 and 2014.$0 million in 2017.




KBR Restricted stock


Restricted shares issued under the KBR Stock Plan are restricted as to sale or disposition. These restrictions lapse periodically over a period of time not exceeding 10 years. Restrictions may also lapse for early retirement and other conditions in accordance with our established policies. Upon termination of employment, shares on which restrictions have not lapsed must be returned to us, resulting in restricted stock forfeitures. The fair market value of the stock on the date of grant is amortized and ratably charged to income over the period during which the restrictions lapse on a straight-line basis. For awards with performance conditions, an evaluation is made each quarter as to the likelihood of meeting the performance criteria. Share-based compensation is then adjusted to reflect the number of shares expected to vest and the cumulative vesting period met to date.


The following table presents the restricted stock awards and restricted stock units granted, vested and forfeited during 20162019 under the KBR Stock Plan.
Restricted stock activity summary
Number of
Shares
 
Weighted
Average
Grant-Date
Fair Value per
Share
Nonvested shares at December 31, 20181,136,791
 $15.32
Granted802,025
 19.01
Vested(675,366) 15.92
Forfeited(33,405) 16.44
Nonvested shares at December 31, 20191,230,045
 $17.37

Restricted stock activity summary
Number of
Shares
 
Weighted
Average
Grant-Date
Fair Value per
Share
Nonvested shares at December 31, 20151,373,966
 $23.05
Granted860,580
 13.94
Vested(772,964) 24.30
Forfeited(227,064) 18.50
Nonvested shares at December 31, 20161,234,518
 $16.75


The weighted average grant-date fair value per share of restricted KBR shares granted to employees during 2016, 20152019, 2018 and 20142017 was $13.94, $16.66$19.01, $15.93 and $28.46,$15.11, respectively. Restricted stock compensation expense was $15 million for 2016, $13$12 million for 20152019, $10 million for 2018 and $16$11 million for 2014.2017.  Total income tax benefit recognized in net income for share-based compensation arrangements during 2016, 20152019, 2018 and 20142017 was $5$3 million,, $5 $2 million, and $6$4 million,, respectively. As of December 31, 2016,2019, there was $11$13 million of unrecognized compensation cost, net of estimated forfeitures, related to KBR’s non-vested restricted stock and restricted stock units, which is expected to be recognized over a weighted average period of 1.701.83 years. The total fair value of shares vested was $11$14 million in 2016, $92019, $10 million in 20152018 and $6$10 million in 20142017 based on the weighted-average fair value on the vesting date. The total fair value of shares vested was $19$11 million in 2016, $142019, $10 million in 20152018 and $11$11 million in 20142017 based on the weighted-average fair value on the date of grant.



Share-based compensation expense


The grant-date fair value of employee share options is estimated using option-pricing models. If an award is modified after the grant date, incremental compensation cost is recognized immediately as of the modification. Share-based compensation expense consists of $7$2 million recorded to cost of revenues $10and $10 million to general and administrative expenses and $1 million to restructuring charges on our consolidated statements of operations. The benefits of tax deductions in excess of the compensation cost recognized for the options (excess tax benefits) are classified as additional paid-in-capital, and cash retained as a result of these excess tax benefits is presented in the statements of cash flows as financing cash inflows.
Share-based compensation summary tableYears ended December 31,
Dollars in millions2019 2018 2017
Share-based compensation$12
 $10
 $12
Income tax benefit recognized in net income for share-based compensation$3
 $2
 $4
Incremental compensation cost$
 $1
 $

Share-based compensation summary tableYears ended December 31,
Dollars in millions2016 2015 2014
Share-based compensation$18
 $18
 $22
Income tax benefit recognized in net income for share-based compensation$6
 $7
 $8
Incremental compensation cost$8
 $2
 $2


Incremental compensation cost resulted from modifications of previously granted share-based awards which allowed certain employees to retain their awards after leaving the company.Company. Excess tax benefits realized from the exercise of share-based compensation awards are recognized as paid-in capital in excess of par.




KBR Cash Performance Based Award Units ("Cash Performance Awards")


Under the KBR Stock Plan, for Cash Performance Awards granted in 20162019, 2018 and 2015,2017, performance is based 50% on average Total Shareholder Return ("TSR"), as compared to the average TSR of KBR’s peers, and 50% on KBR’s Job Income Sold ("JIS"). For Cash Performance Awards granted in 2014, performance is based 100% on average TSR as compared to the average TSR of KBR’s peers. In accordance with the provisions of ASC 718 - Compensation-Stock Compensation, the TSR portion for the performance award units are classified as liability awards and remeasured at the end of each reporting period at fair value until settlement. The fair value approach uses the Monte Carlo valuation method which analyzes the companies comprising KBR’s peer group, considering volatility, interest rate, stock beta and TSR through the grant date. The JIS calculation is based on the Company's JIS earned at a target level averaged over a three year period. The JIS portion of the Cash Performance Award is also classified as a liability award and remeasured at the end of each reporting period based on our estimate of the amount to be paid at the end of the vesting period. The cash performance award units may only be paid in cash.


Under the KBR Stock Plan, in 2016,2019, we granted 2219 million performance based award units ("Cash Performance Awards") with a three-yearthree-year performance period from January 1, 20162019 to December 31, 2018.2021. In 2015,2018, we granted 2218 million Cash Performance Awards with a three-year performance period from January 1, 2015 to December 31, 2017. In 2014, we granted 27 million Cash Performance Awards with a three-year performance period from January 1, 20142018 to December 31, 2016.2020. In 2017, we granted 19 million Cash Performance Awards with a three-year performance period from January 1, 2017 to December 31, 2019. Cash Performance Awards forfeited, net of previous plan payout, totaled 93 million, 15 units, 3 million, units, and 175 million atunits during the years ended December 31, 2016, 20152019, 2018 and 2014,2017, respectively. At December 31, 2016,2019, the outstanding balance for Cash Performance Awards is 5649 million units. Cash Performance Awards are not considered earned until required performance conditions are met. Additionally, approval by the Compensation Committee of the Board of Directors is required before earned Cash Performance Awards are paid.


Cost for the Cash Performance Awards is accrued over the requisite service period. For the years ended December 31, 2016, 20152019, 2018 and 2014,2017, we recognized $5$34 million,, $3 $15 million and none,$22 million, respectively, in expense for Cash Performance Awards. The expense associated with these Cash Performance Awards is included in cost of services and general and administrative expense in our consolidated statements of operations. The liability for awards included in "employeeCash Performance Awards includes $27 million recorded within "Accrued salaries, wages and benefits" and $23 million recorded within "Employee compensation and benefits" on our consolidated balance sheets was $9 million at as of December 31, 2016,2019. The liability for Cash Performance Awards includes $13 million recorded within "Accrued salaries, wages and benefits, and $17 million recorded within "Employee compensation and benefits" on our consolidated balance sheets as of which none will become due within one year, and $5 million at December 31, 2015.2018.


KBR Employee Stock Purchase Plan (“ESPP”("ESPP")


Under the ESPP, eligible employees may withhold up to 10% of their earnings, subject to some limitations, to purchase shares of KBR’s common stock. Unless KBR’s Board of Directors determines otherwise, each six-month offering period commences at the beginning of February and August of each year. Employees who participate in the ESPP will receive a 5% discount on the stock price at the end of each period. During 20162019 and 2015,2018, our employees purchased approximately 190,000166,000 and 204,000164,000 shares, respectively, through the ESPP. These shares were issued from our treasury share account.



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Note 20.22. Income (Loss) per Share


Basic income (loss) per share is based upon the weighted average number of common shares outstanding during the period. Dilutive income (loss) per share includes additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the treasury stock method.


A reconciliation of the number of shares used for the basic and diluted income (loss) per share calculations is as follows:
 Years ended December 31,
Shares in millions2019 2018 2017
Basic weighted average common shares outstanding141
 140
 141
Stock options, restricted shares, and convertible debt1
 1
 
Diluted weighted average common shares outstanding142
 141
 141

 Years ended December 31,
Shares in millions2016 2015 2014
Basic weighted average common shares outstanding142
 144
 146
Stock options and restricted shares
 
 
Diluted weighted average common shares outstanding142
 144
 146


For purposes of applying the two-class method in computing earnings (loss)income per share, net earnings allocated to participating securities was none for the fiscal year 2016, $1.7$1.5 million, or $0.01 per share for fiscal year 2015 and none2019, $1.8 million, or $0.01 per share for fiscal year 2014.2018, and $3 million, or $0.02 per share for fiscal year 2017. The diluted earnings (loss)income per share calculation did not include 3.01.3 million, 3.41.5 million, and 3.02.1 million antidilutive weighted average shares for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, respectively.




Note 21.23. Financial Instruments and Risk Management


Foreign currency risk. We conduct business globally in numerous currencies and are therefore exposed to foreign currency fluctuations. We may use derivative instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. We do not use derivative instruments for speculative trading purposes. We generally utilize foreign exchange forwards and currency option contracts to hedge exposures associated with forecasted future cash flows and to hedge exposures present on our balance sheet.


As of December 31, 2016,2019, the gross notional value of our foreign currency exchange forwards and option contracts used to hedge balance sheet exposures was $81$52 million, all of which had durations of 1221 days or less. We also had approximately $14$5 million (gross notional value) of cash flow hedges which had durations of 317 months or less. The cash flow hedges are primarily related to the British Pound.


The fair value of our balance sheet and cash flow hedges included in "other"Other current assets" and "other"Other current liabilities" on our consolidated balance sheets was immaterial at December 31, 20162019, and 2015,2018, respectively. TheseThe fair values of these derivatives are considered Level 2 under ASC 820, - Fair Value Measurement, as they are based on quoted prices directly observable in active markets.


The following table summarizes the recognized changes in fair value of our balance sheet hedges offset by remeasurement of balance sheet positions. These amounts are recognized in our consolidated statements of operations for the periods presented. The net of our changes in fair value of hedges and the remeasurement of our assets and liabilities is included in "other"Other non-operating income"income (loss)" on our consolidated statements of operations.
 Years ended December 31,
Gains (losses) dollars in millions2019 2018
Balance Sheet Hedges - Fair Value$1
 $
Balance Sheet Position - Remeasurement3
 (9)
Net$4
 $(9)

 Years ended December 31,
Gains (losses) dollars in millions2016 2015
Balance Sheet Hedges - Fair Value$(7) $(40)
Balance Sheet Position - Remeasurement27
 50
Net$20
 $10


Interest rate risk. Certain of our unconsolidated subsidiaries and joint ventures are exposedThe Company uses interest rate swaps to reduce interest rate risk through theirand to manage net interest expense.  On October 10, 2018 we entered into interest rate swap agreements with a notional value of $500 million to manage the interest rate exposure on our variable rate borrowings. This variableloans.  By entering into swap agreements, the Company converted the LIBOR rate exposure is managed withbased liability into a fixed rate liability for a four year period.  Under the swap agreements, the Company receives one month LIBOR rate and pays monthly a fixed rate of 3.055% for the term of the swaps. The fair value of the interest rate swaps.swaps at December 31, 2019 was $21 million of which $8 million is included in "Other current liabilities" and $13 million is included "Other liabilities." The unrealized net losses on these interest rate swaps was $21 million and included in "AOCL" as of December 31, 2019. The fair value of the interest rate swaps held by our unconsolidated subsidiaries at December 31, 2018 was $12 million of which $3 million is included in "Other current liabilities"


and joint ventures$9 million is included in "Other liabilities". The unrealized net losses on these interest rate swaps was immaterial$12 million and included in "AOCL" as of December 31, 2016, 2015 and 2014, respectively.2018.


Note 24. Impact on Previously Issued Financial Statements for the Correction of an Error

During the second quarter ended June 30, 2019, we identified and corrected immaterial errors affecting previously issued financial statements related to the historical recognition of equity earnings associated with our interest in an unconsolidated joint venture in our ES business segment. These errors were primarily due to the impact of improperly calculated gains and losses on foreign currency transactions from 2013 through the first quarter of 2019.
As of March 31, 2019, the cumulative error for all periods previously reported was an overstatement of net income of approximately $23 million impacting “Equity in and advances to unconsolidated affiliates” in our consolidated balance sheets and “Equity in earnings of unconsolidated affiliates” in our consolidated statements of operations. The errors had no impact on our previously reported cash flows. We assessed the materiality, both quantitatively and qualitatively, in accordance with the SEC’s SAB No. 99 and SAB No. 108, and concluded these errors were not material to any of our previously issued quarterly or annual financial statements. In order to correctly present the errors noted above, previously issued financials statements have been revised and are presented as “As Corrected” in the table below.
 Three Months Ended December 31, 2018
Revised Consolidated Statement of Operations Amounts (Unaudited):
As Previously Reported Adjustments As Corrected
Equity in earnings of unconsolidated affiliates$27
 $2
 $29
Operating income$88
 $2
 $90
Net income$49
 $4
 $53
Net income attributable to KBR$43
 $4
 $47
Net income attributable to KBR per share:     
Basic$0.31
 $0.02
 $0.33
Diluted$0.31
 $0.02
 $0.33


Note 22.25. Recent Accounting Pronouncements


New accounting pronouncements requiring implementation in future periods are discussed below.

In August 2016,November 2018, the FASB issued ASU No. 2016-15, Statement2018-18, Clarifying the Interaction Between Topic 808 and Topic 606 which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. ASU No. 2018-18 is effective for interim and annual reporting periods beginning after December 15, 2019. We do not expect the adoption of Cash Flows (Topic 230) - ClassificationASU No. 2018-18 to have a material impact on our financial position, results of Certain Cash Receipts and Cash Payments.operations or cash flows.

In October 2018, the FASB issued ASU No. 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities. This ASU addresses eight specificamends the guidance for determining whether a decision-making fee is a variable interest. ASU No. 2018-17 is effective for interim and annual reporting periods beginning after December 15, 2019. We do not expect the adoption of ASU No. 2018-17 to have a material impact on our financial position, results of operations or cash flow topicsflows.

In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU requires customers in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. ASU No. 2018-15 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. We do not expect the objectiveadoption of reducing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statementASU No. 2018-15 to have a material impact on our financial position, results of operations or cash flows.

In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. This ASU amends ASC 715 to add, remove and clarify certain disclosure requirements related to defined benefit pension and other postretirement plans. ASU No. 2018-14 is effective for fiscal years ending after December 15, 2020, with early adoption permitted. We do not expect the adoption of ASU No. 2018-14 to have any impact on our financial position, results of operations or cash flows.



In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This ASU amends ASC 820 to add, remove and modify certain disclosure requirements for fair value measurements. For example, public companies will now be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. We do not expect the adoption of ASU No. 2018-13 to have any impact on our financial position, results of operations or cash flows.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 from the goodwill impairment test. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This ASU is effective for annual periods beginning after December 15, 20172019, and interim periods within those annual periods. Early adoption is permitted, including adoption in anfor interim period.or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect adoption of this ASU to be material to our ongoing financial reporting or onto known trends, demands, uncertainties and events in our business.


In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable supportable forecast and is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted for annual periods after December 15, 2018, including interim periods within those annual periods. We are currently in the process of assessing the impact of this ASU on our financial statements. We have not yet determined the effect of the standard on our ongoing financial reporting or the future impact of adoption on known trends, demands, uncertainties and events in our business.


In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting. The new standard is intended to simplify several aspects of the accounting for share-based payment transactions including (a) the income tax consequences, (b) classification of awards as either equity or liabilities, and (c) classification on the statement of cash flows. This ASU is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods and early adoption is permitted. The application of the amendments requires various transition methods depending on the specific item. We do not expect adoption of this ASU to be material to our ongoing financial reporting or on known trends, demands, uncertainties and events in our business.

125





In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term for all leases with terms longer than 12 months. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. We are currently in the process of assessing the impact of this ASU on our financial statements. We have not yet determined the effect of the standard on our ongoing financial reporting or the future impact of adoption on known trends, demands, uncertainties and events in our business.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as amended (Topic 606), which will change the way we recognize revenue and significantly expand the disclosure requirements for revenue arrangements. In July 2015, the FASB approved a one-year deferral of the effective date of the standard to 2018 for public companies, with an option that would permit companies to adopt the standard in 2017. Further amendments and technical corrections were made to the standard during 2016.
The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application.
We are continuing to evaluate the impact the new standard on our contract portfolio. Our approach includes a detailed review of contracts representative at each of our business segments and comparing historical accounting policies and practices to the new standard. Because the standard will impact our business processes, systems and controls, we are also developing a comprehensive change management plan to guide the implementation. We will adopt the requirements of the new standard effective January 1, 2018 and intend to apply the modified retrospective method of adoption with the cumulative effect of adoption recognized at the date of initial application.


Note 23.26. Quarterly Data(Unaudited)


Summarized quarterly financial data for the years ended December 31, 20162019 and 20152018 is presented in the following table. In the following table, the sum of basic and diluted “Net income (loss) attributable to KBR per share” for the four quarters may differ from the annual amounts due to the required method of computing weighted average number of shares in the respective periods. Additionally, due to the effect of rounding, the sum of the individual quarterly earnings per share amounts may not equal the calculated year earnings per share amount.
(Dollars in millions, except per share amounts)First Second Third Fourth YearFirst Second Third Fourth Year
2016         
2019         
Total revenues$996
 $1,009
 $1,073
 $1,190
 $4,268
$1,340
 $1,422
 $1,425
 $1,452
 $5,639
Gross profit (loss) (a)68
 74
 (36) 6
 112
Gross profit153
 160
 169
 171
 653
Equity in earnings of unconsolidated affiliates29
 33
 19
 10
 91

 15
 9
 11
 35
Operating income (loss) (a)65
 63
 (67) (33) 28
Net income (loss)45
 47
 (57) (86) (51)
Operating income78
 92
 104
 88
 362
Net income42
 50
 58
 59
 209
Net income attributable to noncontrolling interests(3) 
 (6) (1) (10)(2) (2) (2) (1) (7)
Net income (loss) attributable to KBR42
 47
 (63) (87) (61)
Net income (loss) attributable to KBR per share:         
Net income (loss) attributable to KBR per share—Basic$0.30
 $0.32
 $(0.44) $(0.61) $(0.43)
Net income (loss) attributable to KBR per share—Diluted$0.30
 $0.32
 $(0.44) $(0.61) $(0.43)
Net income attributable to KBR40
 48
 56
 58
 202
Net income attributable to KBR per share:         
Net income attributable to KBR per share—Basic$0.28
 $0.34
 $0.39
 $0.41
 $1.42
Net income attributable to KBR per share—Diluted$0.28
 $0.34
 $0.39
 $0.40
 $1.41
                  
                  
(Dollars in millions, except per share amounts)First Second Third Fourth YearFirst Second Third Fourth Year
2015         
2018         
Total revenues$1,436
 $1,381
 $1,199
 $1,080
 $5,096
$1,038
 $1,267
 $1,278
 $1,330
 $4,913
Gross profit70
 74
 87
 94
 325
117
 161
 149
 157
 584
Equity in earnings of unconsolidated affiliates35
 53
 35
 26
 149
21
 12
 17
 29
 79
Operating income(a)64
 96
 75
 75
 310
179
 100
 99
 90
 468
Net income51
 68
 59
 48
 226
137
 64
 56
 53
 310
Net income attributable to noncontrolling interests(7) (6) (4) (6) (23)(1) (20) (2) (6) (29)
Net income attributable to KBR44
 62
 55
 42
 203
136
 44
 54
 47
 281
Net income attributable to KBR per share:                  
Net income attributable to KBR per share—Basic$0.30
 $0.43
 $0.38
 $0.29
 $1.40
$0.96
 $0.31
 $0.38
 $0.33
 $1.99
Net income attributable to KBR per share—Diluted$0.30
 $0.43
 $0.38
 $0.29
 $1.40
$0.96
 $0.31
 $0.38
 $0.33
 $1.99

(a)Gross profit and operating
Operating income includes gain on consolidation of Aspire entities of $108 million that occurred in the fourthfirst quarter of 2016 was unfavorably impacted by changes in estimated costs to complete a downstream EPC project in the U.S. of $94 million and the correction of an immaterial error of $13 million within our E&C business segment. See Note 2 to our consolidated financial statements. The acquisitions of Wyle and HTSI contributed $24 million to gross profit in the fourth quarter of 2016.2018.




126





Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosures


Not applicable.


Item 9A. Controls and Procedures


Management’s Evaluation of Disclosure Controls and Procedures


In accordance with Rules 13a-15(b) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 20162019 at the reasonable assurance level.
Management does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the intentional acts of one or more persons. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Management’s Annual Report on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed by management, under the supervision of our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2016.2019. In conducting this evaluation, our management used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management has determined our internal control over financial reporting was effective as of December 31, 2016.2019.



As discussed in Note 3Beginning January 1, 2019, we adopted ASC 842, Leases and implemented changes to our consolidated financial statements, we acquired Wyle Inc.processes and KBRWyle Technology Solutions, LLC (formerly Honeywell Technology Solutions Inc.) during 2016. As permitted by guidelines established by the Securities and Exchange Commission for newly acquired business, we excluded the acquisitions from the scope of our annual report on internal controls over financial reportingrelated to accounting for leases.  These included the year ended December 31, 2016. These acquisitions contributed approximately $1.2 billiondevelopment of new policies and systems to our consolidated total assets asidentify and record lease activity according to the new standard, training, ongoing contract review requirements, and gathering of December 31, 2016, and $487 million and $38 million to our consolidated revenues and gross profit, respectively,information provided for the year ended December 31, 2016. We are in the process of integrating these businesses into our overall internal controls over financial reporting process and plan to include them in our scope for the year ended December 31, 2017.disclosures.   


The effectiveness of our internal control over financial reporting as of December 31, 20162019 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10-K.


Changes in Internal Control Over Financial Reporting


There werehave been no changes in our internal control procedures over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting during the three months ended December 31, 2016 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.2019.





128





Report of Independent Registered Public Accounting Firm

TheTo the Shareholders and Board of Directors and Shareholders
KBR, Inc.:

Opinion on Internal Control Over Financial Reporting
We have audited KBR, Inc.’s and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2016,2019, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). KBR, Inc.’sCommission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 24, 2020 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on KBR, Inc.’sthe Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, KBR, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
KBR, Inc. acquired Wyle Inc. and KBRwyle Technology Solutions, LLC (formerly Honeywell Technology Solutions Inc.) during 2016, and management excluded from its assessment of the effectiveness of KBR, Inc.’s internal control over financial reporting as of December 31, 2016, Wyle, Inc. and KBRwyle Technology Solutions LLC’s internal control over financial reporting associated with total assets of $1.2 billion and total revenues of $487 million included in the consolidated financial statements of KBR, Inc. and subsidiaries, as of and for the year ended December 31, 2016. Our audit of internal control over financial reporting of KBR, Inc. also excluded an evaluation of the internal control over financial reporting of Wyle Inc. and KBRwyle Technology Solutions, LLC.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of KBR, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016 and our report dated February 24, 2017, expressed an unqualified opinion on those consolidated financial statements.


/s/ KPMG LLP


Houston, Texas
February 24, 20172020

129





Item 9B. Other Information


Not applicable.


PART III


Item 10. Directors, Executive Officers and Corporate Governance


The information required by this Item is incorporated herein by reference to the KBR, Inc. Company Proxy Statement for our 20172020 Annual Meeting of Stockholders.


Item 11. Executive Compensation


The information required by this Item is incorporated herein by reference to the KBR, Inc. Company Proxy Statement for our 20172020 Annual Meeting of Stockholders.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


The information required by this Item is incorporated herein by reference to the KBR, Inc. Company Proxy Statement for our 20172020 Annual Meeting of Stockholders.


Item 13. Certain Relationships and Related Transactions, and Director Independence


The information required by this Item is incorporated herein by reference to the KBR, Inc. Company Proxy Statement for our 20172020 Annual Meeting of Stockholders.


Item 14. Principal Accounting Fees and Services


The information required by this Item is incorporated herein by reference to the KBR, Inc. Company Proxy Statement for our 20172020 Annual Meeting of Stockholders.


PART IV


Item 15. Exhibits and Financial Statement Schedules.
(a)The following documents are filed as part of this report or incorporated by reference:
1.
The consolidated financial statements of the Company listed on page 5156 of this annual report.report on Form 10-K.
2.The exhibits of the Company listed below under Item 15(b); all exhibits are incorporated herein by reference to a prior filing as indicated, unless designated by a * or **.
(b)Exhibits:






















EXHIBIT INDEX
Exhibit
Number
 Description
   
2.12.1† 
   
2.22.2† 
2.3†
   
3.1 
   
3.2 
   
4.1 
4.2
4.3
4.4*
   
10.1 
   
10.2 
   
10.3 
   
10.4 
   
10.5 
   
10.6 Amended and Restated Revolving
   
10.7 
   
10.8 
   
10.9 


   
10.10+10.10 
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19+
   
10.11+10.20+ 
   


Exhibit
Number10.21+
 Description
10.12+
   
10.13+10.22+ 
   
10.14+10.23+ KBR, Inc. Transitional Stock Adjustment Plan (incorporated by reference to Exhibit 10.23 to KBR’s Form 10-K for the fiscal year ended December 31, 2006; File No. 1-33146)
10.15+
   
10.16+10.24+ KBR Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.3 to KBR’s current report on Form 8-K dated April 9, 2007; File No. 1-33146)
10.17+
   
10.18+10.25+ 
   
10.19+10.26+ 
   
10.20+10.27+ Form of Stock Option Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.3 to KBR’s quarterly report on Form 10-Q for the period ended June 30, 2007; File No. 1-33146)
10.21+Form of KBR Restricted Stock Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.4 to KBR’s quarterly report on Form 10-Q for the period ended June 30, 2007; File No. 1-33146)
10.22+Form of KBR, Inc. Transitional Stock Adjustment Plan Stock Option Award (incorporated by reference to Exhibit 10.5 to KBR’s quarterly report on Form 10-Q for the period ended June 30, 2007; File No. 1-33146)
10.23+Form of revised KBR Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.25 to KBR’s annual report on Form 10-K for the year ended December 31, 2010; File No. 1-33146)
10.24+Form of revised KBR Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.25 to KBR’s annual report on Form 10-K for the year ended December 31, 2012; File No. 1-33146)
10.25+
10.26+Form of revised Restricted Stock Unit Agreement (U.S. Employee) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2013; File No. 1-33146)
10.27+Form of revised Restricted Stock Unit Agreement (International Employee) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.5 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2013; File No. 1-33146)001-33146)
   
10.28+ 
   
10.29+ Form of revised Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.4 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2013; File No. 1-33146)
10.30+Form of Restricted Stock Unit Agreement (Three-Year Cliff Vesting) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.29 to KBR’s annual report on Form 10-K for the year ended December 31, 2013 filed on February 27, 2014; File No. 1-33146)


Exhibit
Number
Description
10.31+Form of revised KBR Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2014; File No. 1-33146)
10.32+Form of revised Nonstatutory Stock Option Agreement for US and Non-US Employees pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2014; File No. 1-33146)001-33146)


   
10.33+10.30+ Form of revised Restricted Stock Unit Agreement (U.S. Employee) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.3 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2014; File No. 1-33146)
10.34+Form of revised Restricted Stock Unit Agreement (U.S. Employee - 3 Year Vesting) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to KBR’s quarterly report on Form 10-Q for the period ended September 31, 2014; File No. 1-33146)
10.35+Form of revised Restricted Stock Unit Agreement (International Employee - 3 Year Vesting) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to KBR’s quarterly report on Form 10-Q for the period ended September 31, 2014; File No. 1-33146)
10.36+Form of Restricted Stock Unit Agreement (U.S. Employee - 3 Year Vesting; Involuntary Termination Trigger) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.3 to KBR’s quarterly report on Form 10-Q for the period ended September 31, 2014; File No. 1-33146)
10.37+Form of Restricted Stock Unit Agreement (U.S. Employee - 5 Year Vesting; TSR Requirement) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.4 to KBR’s quarterly report on Form 10-Q for the period ended September 31, 2014; File No. 1-33146)
10.38+Form of Restricted Stock Unit Agreement (U.S. Employee - 3 Year Vesting; TSR Requirement) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.39 to KBR’s annual report on Form 10-K/A for the fiscal year ended December 31, 2015; File No. 1-33146)
10.39+Form of KBR Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.40 to KBR’s Form annual report on 10-K for the year ended December 31, 2015; File No. 1-33146)
10.40+Form of revised Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2015; File No. 1-33146)
10.41+
   
10.42+10.31+ 
   
10.43+10.32+ 
   
10.44+10.33+ 
   
10.45+10.34+ 
   
10.46+10.35+ 
   
10.47+10.36+ 
001-33146)


Exhibit
Number
Description
10.48+Severance and Change of Control Agreement effective as of July 9, 2012, by and between KBR Technical Services, Inc., a Delaware corporation, KBR, Inc., and Ivor Harrington (incorporated by reference to Exhibit 10.1 to KBR's current report on Form 8-K dated July 9, 2012; File No. 1-33146)
   
10.49+10.37+ 
   
10.50+10.38+ Severance and Change of Control Agreement effective as of December 11, 2011, by and between KBR Technical Services, Inc., a Delaware corporation, KBR, Inc., and Roy Oelking (incorporated by reference to Exhibit 10.38 to KBR’s annual report on Form 10-K for the year ended December 31, 2012; File No. 1-33146)
10.51+Severance and Change of Control Agreement effective as of December 14, 2011, by and between KBR Technical Services, Inc., a Delaware corporation, KBR, Inc., and Mitch Dauzat (incorporated by reference to Exhibit 10.1 to KBR’s quarterly report on Form 10-Q for the period ended September 30, 2013; File No. 1-33146)
10.52+Severance and Change of Control Agreement effective as of October 28, 2013, by and between KBR Technical Services, Inc., a Delaware corporation, KBR, Inc., and Brian Ferraioli (incorporated by reference to Exhibit 10.1 to KBR’s current report on Form 8-K dated October 28, 2013; File No. 1-33146)
10.53+
   
10.54+10.39+ 
10.40+
10.41+
10.42+
10.43+
10.44+
10.45+
10.46+
10.47+


10.48+
10.49+
   
*21.1 
   
*23.1 
   
*31.1 
   
*31.2 
   
**32.1 
   
**32.2 
   
***101 The following materials from the Company’s Annual Reportannual report on Form 10-K for the period ended December 31, 2016,2019, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements
***104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).



+Management contracts or compensatory plans or arrangements
   
Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
*Filed with this annual report on Form 10-K
   
**Furnished with this annual report on Form 10-K
 
***Interactive data files 




KBR, Inc.
Schedule II—Valuation and Qualifying Accounts
The table below presents valuation and qualifying accounts for continuing operations.
(Dollars in Millions)  Additions    
Descriptions
Balance at
Beginning
Period
 
Charged to
Costs and
Expenses
 
Charged to
Other
Accounts
 Deductions 
Balance at
End of Period
Year ended December 31, 2016:         
Deducted from accounts and notes receivable:         
Allowance for doubtful accounts$17
 $(2) $
 $(1)(a) $14
Reserve for losses on uncompleted contracts$60
 $331
 $
 $(328) $63
Reserve for potentially disallowable costs incurred under government contracts$50
 $10
 $6(b) $(2) $64
Year ended December 31, 2015:         
Deducted from accounts and notes receivable:         
Allowance for doubtful accounts$19
 $2
 $
 $(4)(a) $17
Reserve for losses on uncompleted contracts$159
 $69
 $
 $(168) $60
Reserve for potentially disallowable costs incurred under government contracts$74
 $
 $3(b) $(27) $50
Year ended December 31, 2014:         
Deducted from accounts and notes receivable:         
Allowance for doubtful accounts$18
 $11
 $
 $(10)(a) $19
Reserve for losses on uncompleted contracts$109
 $278
 $
 $(228) $159
Reserve for potentially disallowable costs incurred under government contracts$91
 $
 $
 $(17) $74
134


(a)Receivable write-offs, net of recoveries, and reclassifications.
(b)Reserves have been recorded as reductions of revenues, net of reserves no longer required.

See accompanying report of independent registered public accounting firm.




SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: February 24, 2017
 
KBR, INC.
(Registrant)
  
By: /s/ Stuart Bradie
 Stuart Bradie
 President and Chief Executive Officer

Dated: February 24, 20172020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 
Signature    Title
   
/s/ Stuart Bradie Principal Executive Officer,
Stuart Bradie President, Chief Executive Officer and Director
  
/s/ Brian K. FerraioliMark Sopp    Principal Financial Officer,
Brian K. FerraioliMark Sopp    Executive Vice President and Chief Financial Officer
  
/s/ Nelson E. RoweRaymond L. Carney    Principal Accounting Officer,
Nelson E. RoweRaymond L. Carney    Vice President and Chief Accounting Officer
   
/s/ Mark E. Baldwin Director
Mark E. Baldwin  
   
/s/ James R. Blackwell Director
James R. Blackwell  
   
/s/ Loren K. CarrollLester L. Lyles Director
Loren K. CarrollLester L. Lyles  
   
/s/ Jeffrey E. CurtissWendy M. Masiello Director
Jeffrey E. Curtiss
/s/ Lester L. LylesDirector
Lester L. LylesWendy M. Masiello  
   
/s/ Jack B. Moore Director
Jack B. Moore  
   
/s/ Ann D. Pickard Director
Ann D. Pickard  
   
/s/ Umberto della Sala Director
Umberto della Sala  
/s/ Richard J. SlaterDirector
Richard J. Slater



Dated: February 24, 2020
EXHIBIT INDEX

135



KBR, Inc.
Schedule II—Valuation and Qualifying Accounts
The table below presents valuation and qualifying accounts for continuing operations.
(Dollars in Millions)  Additions    
Descriptions
Balance at
Beginning
Period
 
Charged to
Costs and
Expenses
 
Charged to
Other
Accounts
 Deductions 
Balance at
End of Period
Year ended December 31, 2019:         
Deducted from accounts and notes receivable:         
Allowance for doubtful accounts$9
 $13
 $3(c) $(11)(a) $14
Reserve for losses on uncompleted contracts$6
 $12
 $
 $(8) $10
Reserve for potentially disallowable costs incurred under government contracts$55
 $5
 $
 $(2) $58
Year ended December 31, 2018:         
Deducted from accounts and notes receivable:         
Allowance for doubtful accounts$12
 $3
 $
 $(6)(a) $9
Reserve for losses on uncompleted contracts$15
 $9
 $
 $(18) $6
Reserve for potentially disallowable costs incurred under government contracts$60
 $13
 $2(b) $(20) $55
Year ended December 31, 2017:        ��
Deducted from accounts and notes receivable:         
Allowance for doubtful accounts$14
 $
 $
 $(2)(a) $12
Reserve for losses on uncompleted contracts$63
 $4
 $
 $(52) $15
Reserve for potentially disallowable costs incurred under government contracts$73
 $1
 $
 $(14) $60
Exhibit
Number
(a)
Description
2.1Agreement and PlanReceivable write-offs, net of Merger by and among Wyle Inc., KBR Holdings, LLC, Road Runner Merger Sub, Inc., and CSC Shareholder Services LLC dated as of May 18, 2016 (incorporated by reference to Exhibit 2.1 to KBR's current report on Form 8-K filed May 23, 2016; File No. 1-33146)
2.2Purchase and Sale Agreement by and among Honeywell International Inc., Honeywell Technology Solutions Inc., and KBR Holdings, LLC dated as of August 12, 2016 (incorporated by reference to Exhibit 2.1 to KBR's current report on Form 8-K filed August 12, 2016; File No. 1-33146)
3.1KBR Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to KBR’s current report on Form 8-K filed June 7, 2012; File No. 1-33146)
3.2Amended and Restated Bylaws of KBR, Inc. (incorporated by reference to Exhibit 3.2 to KBR’s annual report on Form 10-K for the year ended December 31, 2013 filed on February 27, 2014; File No. 1-33146)
4.1Form of specimen KBR common stock certificate (incorporated by reference to Exhibit 4.1 to KBR’s registration statement on Form S-1; Registration No. 333-133302)
10.1Master Separation Agreement between Halliburton Company and KBR, Inc. dated as of November 20, 2006 (incorporated by reference to Exhibit 10.1 to KBR’s current report on Form 8-K dated November 20, 2006; File No. 1-33146)
10.2Tax Sharing Agreement, dated as of January 1, 2006, by and between Halliburton Company, KBR Holdings, LLC and KBR, Inc., as amended effective February 26, 2007 (incorporated by reference to Exhibit 10.2 to KBR’s Annual Report on Form 10-K for the year ended December 31, 2006; File No. 1-33146)
10.3Employee Matters Agreement dated as of November 20, 2006, by and between Halliburton Company and KBR, Inc. (incorporated by reference to Exhibit 10.6 to KBR’s current report on Form 8-K dated November 20, 2006; File No. 1-33146)
10.4Intellectual Property Matters Agreement dated as of November 20, 2006, by and between Halliburton Company and KBR, Inc. (incorporated by reference to Exhibit 10.7 to KBR’s current report on Form 8-K dated November 20, 2006; File No. 1-33146)
10.5Form of Indemnification Agreement between KBR, Inc. and its directors and executive officers (incorporated by reference to Exhibit 10.7 to KBR’s annual report on Form 10-K for the year ended December 31, 2013 filed on February 27, 2014; File No. 1-33146)
10.6Amended and Restated Revolving Credit Agreement dated as of September 25, 2015 among KBR, Inc., the Banks party thereto, Citibank, N.A., as Administrative Agent, Bank of America, N.A., ING Bank, N.V., Dublin Branch, BNP Paribas, and The Bank of Nova Scotia as Syndication Agents, Citibank, N.A., BNP Paribas, ING Bank, N.V., Dublin Branch, The Bank of Nova Scotia, Bank of America, N.A., and Compass Bank as initial Issuing Banks, and Citigroup Global Markets Inc., BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Inc., ING Bank, N.V., Dublin Branch, and The Bank of Nova Scotia as Joint Lead Arrangers and Bookrunners (incorporated by reference to Exhibit 10.1 to KBR’s current report on Form 8-K dated September 25, 2015; File No. 1-33146)
10.7First Amendment to Amended and Restated Credit Agreement dated as of December 21, 2016 to the Amended and Restated Revolving Credit Agreement dated as of September 25, 2015 (the “Credit Agreement”) among KBR, Inc., the several banks and other institutions parties to the Credit Agreement, Citibank, NA., as administrative agent, and Bank of America, N.A., ING Bank, N.V., Dublin Branch, BNP Paribas, and The Bank of Nova Scotia as Syndication Agents (incorporated by reference to Exhibit 10.1 to KBR’s current report on Form 8-K dated December 21, 2016; File No. 1-33146)
10.8Guaranty Agreement dated as of May 18, 2016 by and between KBR, Inc. in favor of Wyle Inc. (incorporated by reference to Exhibit 10.1 to KBR's current report on Form 8-K filed May 23, 2016; File No. 1-33146)
10.9Guaranty Agreement dated as of August 12, 2016 by and between KBR, Inc. in favor of Honeywell International Inc. (incorporated by reference to Exhibit 10.1 to KBR's current report on Form 8-K filed August 12, 2016; File No. 1-33146)
10.10+KBR, Inc. 2006 Stock and Incentive Plan (As Amended and Restated March 7, 2012) (incorporated by reference to KBR's definitive Proxy Statement dated April 5, 2012; File No. 1-33146)
10.11+KBR, Inc. 2006 Stock and Incentive Plan, as amended and restated effective May 16, 2016 (incorporated by reference to Exhibit 10.1 to KBR’s current report on Form 8-K filed May 18, 2016; File No. 1-33146)
recoveries


Exhibit
Number
(b)
Description
10.12+KBR, Inc. Senior Executive Performance Pay Plan (incorporated by reference to Exhibit 10.10 to KBR’s annual report on Form 10-K forReserves of $2 million were recorded in the year ended December 31, 2013 filed on February 27, 2014; File No. 1-33146)
10.13+KBR, Inc. Management Performance Pay Plan (incorporated by reference to Exhibit 10.11 to KBR’s annual report on Form 10-K for the year ended December 31, 2013 filed on February 27, 2014; File No. 1-33146)
10.14+KBR, Inc. Transitional Stock Adjustment Plan (incorporated by reference to Exhibit 10.23 to KBR’s Form 10-K for the fiscal year ended December 31, 2006; File No. 1-33146)
10.15+KBR Dresser Deferred Compensation Plan (incorporated by reference to Exhibit 4.5 to KBR’s Registration Statement on Form S-8 filed on April 13, 2007)
10.16+KBR Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.3 to KBR’s current report on Form 8-K dated April 9, 2007; File No. 1-33146)
10.17+KBR Benefit Restoration Plan (incorporated by reference to Exhibit 10.4 to KBR’s current report on Form 8-K dated April 9, 2007; File No. 1-33146)
10.18+KBR Elective Deferral Plan (incorporated by reference to Exhibit 10.5 to KBR’s current report on Form 8-K dated April 9, 2007; File No. 1-33146)
10.19+KBR Non-Employee Directors Elective Deferral Plan (incorporated by reference to Exhibit 10.1 to KBR's current report on Form 8-K dated December 11, 2013; File No. 1-33146)
10.20+Form2018 acquisition of Stock Option Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.3 to KBR’s quarterly report on Form 10-Q for the period ended June 30, 2007; File No. 1-33146)
10.21+Form of KBR Restricted Stock Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.4 to KBR’s quarterly report on Form 10-Q for the period ended June 30, 2007; File No. 1-33146)
10.22+Form of KBR, Inc. Transitional Stock Adjustment Plan Stock Option Award (incorporated by reference to Exhibit 10.5 to KBR’s quarterly report on Form 10-Q for the period ended June 30, 2007; File No. 1-33146)
10.23+Form of revised KBR Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.25 to KBR’s annual report on Form 10-K for the year ended December 31, 2010; File No. 1-33146)
10.24+Form of revised KBR Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.25 to KBR’s annual report on Form 10-K for the year ended December 31, 2012; File No. 1-33146)
10.25+Form of revised Nonstatutory Stock Option Agreement for US and Non-US Employees pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2013; File No. 1-33146)
10.26+Form of revised Restricted Stock Unit Agreement (U.S. Employee) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2013; File No. 1-33146)
10.27+Form of revised Restricted Stock Unit Agreement (International Employee) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.5 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2013; File No. 1-33146)
10.28+Form of revised Restricted Stock Unit Agreement (Director) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.3 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2013; File No. 1-33146)
10.29+Form of revised Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.4 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2013; File No. 1-33146)
10.30+Form of Restricted Stock Unit Agreement (Three-Year Cliff Vesting) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.29 to KBR’s annual report on Form 10-K for the year ended December 31, 2013 filed on February 27, 2014; File No. 1-33146)
10.31+Form of revised KBR Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2014; File No. 1-33146)
SGT


Exhibit
Number
(c)
Description
10.32+Form
Reserves of revised Nonstatutory Stock Option Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2014; File No. 1-33146)
10.33+Form of revised Restricted Stock Unit Agreement (U.S. Employee) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.3 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2014; File No. 1-33146)
10.34+Form of revised Restricted Stock Unit Agreement (U.S. Employee - $3 Year Vesting) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to KBR’s quarterly report on Form 10-Q for the period ended September 31, 2014; File No. 1-33146)
10.35+Form of revised Restricted Stock Unit Agreement (International Employee - 3 Year Vesting) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to KBR’s quarterly report on Form 10-Q for the period ended September 31, 2014; File No. 1-33146)
10.36+Form of Restricted Stock Unit Agreement (U.S. Employee - 3 Year Vesting; Involuntary Termination Trigger) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.3 to KBR’s quarterly report on Form 10-Q for the period ended September 31, 2014; File No. 1-33146)
10.37+Form of Restricted Stock Unit Agreement (U.S. Employee - 5 Year Vesting; TSR Requirement) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.4 to KBR’s quarterly report on Form 10-Q for the period ended September 31, 2014; File No. 1-33146)
10.38+Form of Restricted Stock Unit Agreement (U.S. Employee - 3 Year Vesting; TSR Requirement) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.39 to KBR’s annual report on Form 10-K/A for the fiscal year ended December 31, 2015; File No. 1-33146)
10.39+Form of KBR Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.40 to KBR’s Form annual report on 10-K for the year ended December 31, 2015; File No. 1-33146)
10.40+Form of revised Performance Award Agreement pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2015; File No. 1-33146)
10.41+Form of revised Restricted Stock Unit Agreement (US Employee) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2016; File No. 1-33146)
10.42+Form of revised Restricted Stock Unit Agreement (International Employee) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.2 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2016; File No. 1-33146)
10.43+Form of revised Performance Stock Unit Agreement (US Employee) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.3 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2016; File No. 1-33146)
10.44+Form of revised Performance Stock Unit Agreement (International Employee) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.4 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2016; File No. 1-33146)
10.45+Form of revised Performance Award Agreement (US/International Employee) pursuant to KBR, Inc. 2006 Stock and Incentive Plan (incorporated by reference to Exhibit 10.5 to KBR’s quarterly report on Form 10-Q for the period ended March 31, 2016; File No. 1-33146)
10.46+Form of Severance and Changemillion was recorded as a reduction in Control Agreement (incorporated by reference to Exhibit 10.1 to KBR’s quarterly report on Form 10-Q for the period ended September 30, 2008; File No. 1-33146)
10.47+Amendment to the 2008 Severance and Change in Control Agreements effective as of December 31, 2008 (incorporated by reference to Exhibit 10.36 to KBR’s annual report on Form 10-K for the year ended December 31, 2011; File No. 1-33146)
10.48+Severance and Change of Control Agreement effective as of July 9, 2012, by and between KBR Technical Services, Inc., a Delaware corporation, KBR, Inc., and Ivor Harrington (incorporated by reference to Exhibit 10.1 to KBR's current report on Form 8-K dated July 9, 2012; File No. 1-33146)
revenue


See accompanying report of independent registered public accounting firm.



136
Exhibit
Number
Description
10.49+Severance and Change in Control Agreement effective as of June 2, 2014, between KBR Technical Services, Inc., a Delaware corporation, KBR, Inc. and Stuart J. Bradie (incorporated by reference to Exhibit 10.1 to KBR’s current report on Form 8-K dated April 9, 2014; File No. 1-33146)
10.50+Severance and Change of Control Agreement effective as of December 11, 2011, by and between KBR Technical Services, Inc., a Delaware corporation, KBR, Inc., and Roy Oelking (incorporated by reference to Exhibit 10.38 to KBR’s annual report on Form 10-K for the year ended December 31, 2012; File No. 1-33146)
10.51+Severance and Change of Control Agreement effective as of December 14, 2011, by and between KBR Technical Services, Inc., a Delaware corporation, KBR, Inc., and Mitch Dauzat (incorporated by reference to Exhibit 10.1 to KBR’s quarterly report on Form 10-Q for the period ended September 30, 2013; File No. 1-33146)
10.52+Severance and Change of Control Agreement effective as of October 28, 2013, by and between KBR Technical Services, Inc., a Delaware corporation, KBR, Inc., and Brian Ferraioli (incorporated by reference to Exhibit 10.1 to KBR’s current report on Form 8-K dated October 28, 2013; File No. 1-33146)
10.53+Form of Amendment to Severance and Change in Control Agreement (incorporated by reference to Exhibit 10.2 to KBR’s quarterly report on Form 10-Q for the period ended September 30, 2015; File No. 1-33146)
10.54+Severance and Change of Control Agreement effective as of February 23, 2017, by and between KBR Technical Services, Inc., a Delaware corporation, KBR, Inc., and Mark Sopp (incorporated by reference to Exhibit 10.1 to KBR’s current report on Form 8-K dated December 12, 2016; File No. 1-33146)
*21.1List of subsidiaries
*23.1Consent of KPMG LLP—Houston, Texas
*31.1Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2Certification Furnished Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
***101The following materials from the Company’s Annual Report on Form 10-K for the period ended December 31, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements
+Management contracts or compensatory plans or arrangements
*Filed with this Form 10-K
**Furnished with this Form 10-K
***Interactive data files




131