wk-2025-12-31-ixbrl


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Kellogg Brown & Root (U.K.) Limited

Strategic Report

Year ended 31 December 2025

The Directors present their strategic report of Kellogg Brown & Root (U.K.) Limited (“the Company”) for

the year ended 31 December 2025.

Principal activities and business review

Principal activity

The Company's principal activity is the employment of staff on UK payrolls on behalf of certain KBR, Inc.

group companies ("the Group").

Business review

The payroll costs for the year were £146,755,000 (2024: £150,557,000). All payroll costs were recharged

to group companies at cost.

At year end the Company's defined benefit pension scheme moved from an asset of £61,737,000 in 2024 to

an asset of £59,370,000 due to changes in market conditions and assumptions made by the Company's

directors based on the actuarial valuation report at 31 December 2025. The main change which has

contributed to a small decrease in asset is a continued actuarial loss in 2025. The principal actuarial

assumptions used can be seen in note 15 of the accounts.

Future developments and proposed spin-off of the MTS business

In September 2025, KBR announced that it was planning to split into two, separately listed groups, with

one primarily operating in the energy sector, and the other servicing the defence sector. This had no impact

on the business activity of the company in 2025.

During 2026, the ultimate shareholder of the company is anticipated to change, and be listed separately

from KBR, Inc. KBR, Inc is intending to retain a minority stake in the separated group. KBR management

continues to evaluate the steps required to effect the split of the businesses and to the extent that these have

been determined at the point at which the 2025 accounts are finalised, these will be set out in Note 21 of

the financial statements under “Events after the end of the reporting period”

Results

The profit for the year, after taxation, amounted to £1,436,000 (2024 loss: £19,401,000). The net assets at

the end of the year totalled £72,984,000 (2024: net assets - £72,036,000).

Financial risk management objectives and policies

Principal risks and uncertainties

The management of the business and the execution of the Company's strategy are subject to a number of

risks. The key business risks and uncertainties affecting the Company are considered to relate to the

following:

• Defined benefit pension scheme liabilities. The pension scheme’s funding position and investment

performance is analysed regularly. Funding valuations are negotiated and de-risking opportunities are

reviewed.

• Recoverability of intercompany receivables. Where amounts are due from group companies with net

liabilities, parental guarantees and letters of support are obtained to ensure that they will be able to

meet their obligations as they fall due.


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Kellogg Brown & Root (U.K.) Limited

Strategic Report (continued)

Year ended 31 December 2025

Principal risks and uncertainties (continued)

• Solvency of KBR group. The Company is dependent on financial support and funding from other

KBR group companies.

Cash flow risk, pricing risk and credit and liquidity risk are managed on a Group level and are disclosed in

the Annual Report of the Group.

Key Performance Indicators ("KPIs")

The business which comprises this Company makes up part of the group. The KPIs used to review and

monitor the business are set by the directors of the group and are discussed in more detail in the Annual

Report of the Group.

Section 172(1) statement

The directors continue to have regard to the matters set out in sections 172(1) (a) to (f) of the Companies

Act 2006, thereby promoting the success of the Company for the benefit of its stakeholders as a whole,

including the likely consequences of their decisions in the longer term, and how they have taken wider

stakeholders' needs into account.

During the year ended 31 December 2025, the board reviewed its stakeholder mapping to assess whether

the identification of key stakeholders remains appropriate. It was concluded that the key stakeholders

remain the Company's ultimate parent company KBR, Inc., its subsidiaries, employees and Kellogg Brown

& Root (U.K.) Limited's Pension Scheme.

The Company is also aware of its impact on the local communities where it operates, and its wider social

and environmental responsibilities.

In order to place stakeholders' considerations at the heart of the board's decision-making process, the

directors receive regular feedback and insights on the Company's key stakeholders during their board

meetings, town halls with employees, meetings with employees' representatives, clients and pension plan

trustees. The directors recognise the importance of proactive engagement with the Company's stakeholders

in order to understand their perspectives first-hand and to maintain positive and effective relationships.

During the year, the directors discussed service delivery and other strategic matters with senior members of

the KBR, Inc. companies during formal meetings, informal correspondence and attendance at strategic

boards.

Issues related to the Company's personnel secondments to various KBR projects are addressed at regular

internal project reviews attended by the directors. By way of example, the following issues are escalated:

safety, compliance, client feedback (positive and negative), performance, potential financial impacts and all

matters about which there is doubt.

The Company's ultimate parent's board regularly receives information regarding the Company's

performance. The Company remains aligned with the strategic and business development objectives of

KBR, Inc..


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Kellogg Brown & Root (U.K.) Limited

Strategic Report (continued)

Year ended 31 December 2025

Section 172(1) statement (continued)

The directors regularly engage with employees and management teams, to review operations first-hand and

to assure themselves of the adequacy of resources, employment conditions, facilities, safety arrangements

and compliance with all relevant regulations.

The directors review and monitor the compliance of its employees with the KBR Code of Business

Conduct and ethics, anti-corruption legislation and support of the Company's statements on the Modern

Slavery Act. In addition, the directors have made available an independent whistleblowing facility which

can be accessed on the KBR's website.

The directors maintain the Company's culture regarding staff members which involves equity in reward and

recognition, job satisfaction, career development and a positive work environment. The Company's Zero

Harm policy in the area of health and safety is their top priority.

The Company’s people play an active role in the life of local communities, supporting charities, local

schools and providing employment opportunities.

Statement of engagement with suppliers, customers and others in a business

relationship with the Company

Our suppliers are key to the success of the Company by providing various staff benefits such as pension

and healthcare, which allows the company to attract and retain talented employees. The directors regularly

engage with employees and management teams, to review operations firsthand and to assure themselves of

the adequacy of resources, employment conditions, facilities, safety arrangements and compliance with all

relevant regulations.

The Company has strong relationships with its customers who are other KBR, Inc. group companies.

During the year, the directors discussed service delivery and other strategic matters with senior members of

the KBR, Inc. companies during formal meetings, informal correspondence and attendance at strategic

boards.

This report was approved by the board of directors on 23 September 2026 and signed on behalf of the

board by:


Mr S J B Bradie
Director

Registered office:
Hill Park Court
Springfield Drive
Leatherhead
Surrey
KT22 7NL


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Kellogg Brown & Root (U.K.) Limited

Directors' Report

Year ended 31 December 2025

The directors present their report and the financial statements of the Company for the year ended

31 December 2025.

Directors

The directors who served the company during the year were as follows:


S J B Bradie
J J Ibrahim
C Jeffs	Resigned 24 April 2026
J P Baillie
P C O'Shaughnessy

Company secretary


S Galindo
M S Z Cable-Lewis	(Appointed 15 May 2025)

Dividends

The directors do not recommend the payment of a dividend (2024: £nil).

Events after the end of the reporting period

Particulars of events after the reporting date are detailed in note 21 to the financial statements.

Employment of disabled persons

In pursuit of its equal opportunity policy, the Company gives full and fair consideration to the employment

of disabled persons, taking into account the degree of disablement, proposed job function and working

environment. An employee who becomes disabled whilst in the group's employment will continue where

possible in the employment in which he or she was engaged prior to the disablement. Training and

development is undertaken by the Company for all employees including disabled persons.

Employee involvement

The Company has continued the regular distribution to employees of news bulletins and parent company

publications. It is the Company's continuing policy to seek improvements to the existing channels of

communication.

Energy and carbon reporting disclosure

The Company is a subsidiary of Kellogg Brown & Root Holdings Limited which prepares consolidated

accounts containing the detailed Energy and Carbon Disclosure in its Director's Report.


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Kellogg Brown & Root (U.K.) Limited

Directors' Report (continued)

Year ended 31 December 2025

Going concern

The directors of the company have prepared the financial statements on a going concern basis which they

consider appropriate for the following reasons.

At the balance sheet, the company was in a net current asset position of £23,615,000 (2024: net current

asset - £ 18,810,000) and a net asset position of £72,984,000 (2024: net asset - £72,036,000), providing

employment services on behalf of certain KBR, Inc. group companies.

The defined benefit pension plan of the Company is jointly guaranteed by Kellogg Brown & Root Holdings

Limited (Principal Guarantor), Kellogg Brown & Root Holdings (U.K.) Limited (First Additional

Guarantor) and Kellogg Brown & Root Limited (Second Additional Guarantor). An updated guarantee

package will be agreed with the trustees of the pension fund prior to the spin off of the MTS business,

which will include the Company.

Consequently, the directors are confident that the Company will have sufficient funds to continue to meet

its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and

therefore have prepared the financial statements on a going concern basis.

Disclosure of information in the strategic report

In accordance with section 414C(11) of the Companies Act 2006 the following information has been

presented in the strategic report on pages 1 to 2 as the directors consider this to be of strategic importance

to the company:

• Principal activities and business review

• Future developments

• Results

• Principal risks and uncertainties

• Key performance indicators

Statement of directors’ responsibilities

The directors are responsible for preparing the strategic report, the directors' report and the financial

statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under the law

the directors have elected to prepare the financial statements in accordance with applicable law and United

Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including

Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland'.

Under company law the directors must not approve the financial statements unless they are satisfied that

they give a true and fair view of the state of affairs of the Company and of the profit or loss of the

Company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies for the Company’s financial statements and then apply them

consistently;


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Kellogg Brown & Root (U.K.) Limited

Directors' Report (continued)

Year ended 31 December 2025

Statement of directors’ responsibilities (continued)

• make judgments and estimates that are reasonable and prudent;

• state whether the financial statements have been prepared in accordance with applicable accounting

standards, identify those standards, and note the effect and the reasons for any material departure from

those standards; and

• assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related

to going concern; and

• prepare the financial statements on the going concern basis of accounting unless they either intend to

liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and

explain the Company's transactions and disclose with reasonable accuracy at any time the financial position

of the Company and enable them to ensure that the financial statements comply with the Companies Act

2006. The directors are also responsible for safeguarding the assets of the company and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditor

Each of the persons who is a director at the date of approval of this report confirms that:

• so far as they are aware, there is no relevant audit information of which the company's auditor is

unaware; and

• they have taken all steps that they ought to have taken as a director to make themselves aware of any

relevant audit information and to establish that the company's auditor is aware of that information.

Auditor

Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and

Grant Thornton will therefore continue in office.

This report was approved by the board of directors on 23 September 2026 and signed on behalf of the

board by:


Mr S J B Bradie
Director

Registered office:
Hill Park Court
Springfield Drive
Leatherhead
Surrey
KT22 7NL


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Independent Auditor’s Report to the Member of Kellogg Brown & Root (U.K.) Limited

Opinion

We have audited the financial statements of Kellogg Brown & Root (U.K.) Limited (the “Company”), which

comprise the Income Statement, Statement of Comprehensive Income, Statement of Financial Position,

Statement of Changes in Equity for the year ended 31 December 2025 and the related notes to the financial

statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the financial statements is

applicable law and FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of

Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, Kellogg Brown & Root (U.K.) Limited’s financial statements:

• give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice

of the assets, liabilities and financial position of the company as at 31 December 2025 and of its

financial performance for the year then ended; and

• have been properly prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and

applicable law. Our responsibilities under those standards are further described in the ‘Responsibilities of the

auditor for the audit of the financial statements’ section of our report. We are independent of the company in

accordance with the ethical requirements that are relevant to our audit of the financial statements in the United

Kingdom, including the FRC’s Ethical Standard and the ethical pronouncements established by Chartered

Accountants Ireland, applied as determined to be appropriate in the circumstances for the entity. We have

fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of going concern basis of

accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a

going concern for a period of at least twelve months from the date when the financial statements are authorised

for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

relevant sections of this report.


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Independent Auditor’s Report to the Member of Kellogg Brown & Root (U.K.) Limited

(continued)

Other information

Other information comprises information included in the annual report, other than the financial statements and

our auditor’s report thereon, including the Directors’ Report and the Strategic Report. The directors are

responsible for the other information. Our opinion on the financial statements does not cover the other

information and, except to the extent otherwise explicitly stated in our report, we do not express any form of

assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify such material

inconsistencies in the financial statements, we are required to determine whether there is a material misstatement

in the financial statements or a material misstatement of the other information. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we are required to report

that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic Report and the Directors’ Report for the financial year for which

the financial statements are prepared is consistent with the financial statements; and

• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal

requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the

audit, we have not identified any material misstatements in the Strategic Report and the Directors’ Report. We

have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to

you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received

from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.


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Independent Auditor’s Report to the Member of Kellogg Brown & Root (U.K.) Limited

(continued)

Responsibilities of management and those charged with governance for the financial

statements

As explained more fully in the Directors' responsibilities statement, management is responsible for the

preparation of the financial statements which give a true and fair view in accordance with United Kingdom

Generally Accepted Accounting Practice, including FRS 102, and for such internal control as directors determine

necessary to enable the preparation of financial statements are free from material misstatement, whether due to

fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue

as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis

of accounting unless management either intends to liquidate the Company or to cease operations, or has no

realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Responsibilities of the auditor for the audit of the financial statements

The objectives of an auditor are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes

their opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of an auditor’s responsibilities for the audit of the financial statements is located on the

Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of

our auditor’s report.

Explanation as to what extent the audit was considered capable of detecting irregularities,

including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures

in line with our responsibilities, to detect material misstatements in respect of irregularities, including fraud.

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the

financial statements may not be detected, even though the audit is properly planned and performed in accordance

with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is

detailed below.


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Independent Auditor’s Report to the Member of Kellogg Brown & Root (U.K.) Limited

(continued)

Responsibilities of the auditor for the audit of the financial statements (continued)

Explanation as to what extent the audit was considered capable of detecting irregularities,

including fraud (continued)

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance

with laws and regulations related to compliance with Data Privacy law, Employment Law, Environmental

Regulations, and Health & Safety, and we considered the extent to which non-compliance might have a material

effect on the financial statements. We also considered those laws and regulations that have a direct impact on the

preparation of the financial statements such as the Companies Act 2006 and local tax legislation. The Audit

engagement partner considered the experience and expertise of the engagement team to ensure that the team had

appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation.

We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements

(including the risk of override of controls), and determined that the principal risks were related to posting

inappropriate journal entries to manipulate financial performance and management bias through judgements and

assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual

transactions. We apply professional scepticism through the audit to consider potential deliberate omission or

concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.

In response to these principal risks, our audit procedures included but were not limited to:

• enquiries board on the policies and procedures in place regarding compliance with laws and regulations,

including consideration of known or suspected instances of non-compliance and whether they have

knowledge of any actual, suspected or alleged fraud;

• review of minutes of board meetings during the year to corroborate inquiries made;

• gaining an understanding of the entity’s current activities, the scope of authorisation and the

effectiveness of its control environment to mitigate risk related to fraud;

• discussion amongst the engagement team in relation to the identified laws and regulations and regarding

the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for

fraudulent manipulation of financial statements throughout the audit;

• identifying and testing journal entries to address the risk of inappropriate journals and management

override of controls;

• designing audit procedures to incorporate unpredictability around the nature, timing or extent of our

testing;

• challenging assumptions and judgements made by management in their significant accounting estimates;

and

• review of the financial statement disclosures to underlying supporting documentation and inquiries of

management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those

charged with governance and management. As with any audit, there remains a risk of non-detection or

irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of

internal controls.


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Independent Auditor’s Report to the Member of Kellogg Brown & Root (U.K.) Limited

(continued)

The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the company’s members, as a body, in accordance with chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members

those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s

members as a body, for our audit work, for this report, or for the opinions we have formed.

Blaithin O'Neill (Senior Statutory Auditor)

For and on behalf of

Grant Thornton

Chartered Accountants & Statutory Auditors

Dublin

23 September 2026

The notes on pages 16 to 29 form part of these financial statements.


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Kellogg Brown & Root (U.K.) Limited

Income Statement

Year ended 31 December 2025


		2025	2024
	Note	£000	£000
Turnover	4	146,755	150,557
Cost of sales		(146,755)	(150,557)
Gross profit		—	—
Administrative income		112	20
Operating profit	5	112	20
Other interest receivable and similar income	8	3,329	1,669
Interest payable and similar expenses	9	(3,683)	(30,459)
Loss before taxation		(242)	(28,770)
Tax on loss	10	1,678	9,369
Profit/(loss) for the financial year		1,436	(19,401)

All the activities of the Company are from continuing operations.

The notes on pages 16 to 29 form part of these financial statements.


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Kellogg Brown & Root (U.K.) Limited

Statement of Comprehensive Income

Year ended 31 December 2025


		2025	2024
	Note	£000	£000
Profit/(loss) for the financial year		1,436	(19,401)
Remeasurement (loss)/gain on the net defined benefit plan	15	(3,065)	25,720
Tax relating to components of other comprehensive (loss)/income	10	766	(6,430)
Other comprehensive (loss)/income for the financial year		(2,299)	19,290
Total comprehensive loss for the financial year		(863)	(111)

The notes on pages 16 to 29 form part of these financial statements.


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Kellogg Brown & Root (U.K.) Limited

Statement of Financial Position

31 December 2025


		2025	2024
	Note	£000	£000
Current assets
Debtors	11	104,748	80,100
		104,748	80,100
Creditors: amounts falling due within one year	12	(81,133)	(61,290)
Net current assets		23,615	18,810
Total assets less current liabilities		23,615	18,810
Defined benefit asset	15	59,370	61,737
Provisions	13	(10,001)	(8,511)
Net assets/(liabilities)		72,984	72,036
Capital and reserves
Called up share capital	16	1	1
Capital contribution reserve	17	616,408	614,597
Profit and loss account	17	(543,425)	(542,562)
Members equity/(deficit)		72,984	72,036

These financial statements were approved by the board of directors and authorised for issue on

23 September 2026, and are signed on behalf of the board by:

Mr S J B Bradie

Director

Company registration number: 02021947

The notes on pages 16 to 29 form part of these financial statements.


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Kellogg Brown & Root (U.K.) Limited

Statement of Changes in Equity

Year ended 31 December 2025


		Called up share capital	Capital contribution reserve	Profit and loss account	Total
	Note	£000	£000	£000	£000
At 1 January 2024		1	27,222	(542,451)	(515,228)
Loss for the year		—	—	(19,401)	(19,401)
Other comprehensive income for the year:
Remeasurement of the net defined benefit plan	15	—	—	25,720	25,720
Tax relating to components of other comprehensive income	10	—	—	(6,430)	(6,430)
Total comprehensive loss for the year		—	—	(111)	(111)
Capital contribution	17	—	587,375	—	587,375
Total investments by and distributions to owners		—	587,375	—	587,375
At 31 December 2024		1	614,597	(542,562)	72,036
Profit for the year		—	—	1,436	1,436
Other comprehensive loss for the year:
Remeasurement of the net defined benefit plan	15	—	—	(3,065)	(3,065)
Tax relating to components of other comprehensive income	10	—	—	766	766
Total comprehensive loss for the year		—	—	(863)	(863)
Capital contribution	17	—	1,811	—	1,811
Total investments by and distributions to owners		—	1,811	—	1,811
At 31 December 2025		1	616,408	(543,425)	72,984


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Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements

Year ended 31 December 2025

1.General information

The Company is a private company limited by shares and is incorporated and domiciled in the United

Kingdom, and registered in England. The address of the registered office is Hill Park Court, Springfield

Drive, Leatherhead, Surrey, KT22 7NL.

2.Statement of compliance

These financial statements have been prepared in accordance with applicable United Kingdom Accounting

Standards, including Financial Reporting Standard 102, ‘The Financial Reporting Standard applicable in

the United Kingdom and the Republic of Ireland’ (‘FRS 102’) and the Companies Act 2006.

3.Accounting policies

3 (a).Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the recognition of

certain financial assets and liabilities measured at fair value.

The financial statements are prepared in sterling, which is the functional currency of the entity.

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102.

The entity's financial statements are consolidated into the financial statements of KBR, Inc. (incorporated

in the state of Delaware, U.S.A.) which can be obtained from the Public Relations Department, Hill Park

Court, Springfield Drive, Leatherhead, Surrey, KT22 7NL. KBR, Inc.’s financial statements are also

available on its website (www.kbr.com). As such, advantage has been taken of the following disclosure

exemptions available under Section 1 of FRS 102 paragraphs:

1.12 (b) No cash flow statement has been presented for the company.

1.12 (e) No disclosure has been given for the aggregate remuneration of key management personnel.

The entity's financial statements are also consolidated into the financial statements of Kellogg Brown &

Root Holdings Limited (incorporated in England & Wales) which can be obtained from the Public

Relations Department, Hill Park Court, Springfield Drive, Leatherhead, Surrey, KT22 7NL. As such,

advantage has been taken of the following disclosure exemptions available under Section 1 of FRS 102

paragraphs:

1.12(c) Disclosures in respect of financial instruments have not been presented.


	- 17 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

3 (b).Going Concern

The directors of the company have prepared the financial statements on a going concern basis which they

consider appropriate for the following reasons.

At the balance sheet, the company was in a net current asset position of £23,615,000 (2024: net current

asset - £18,810,000) and a net asset position of £72,984,000 (2024: net asset - £72,036,000), providing

employment services on behalf of certain KBR, Inc. group companies.

The defined benefit pension plan of the Company is jointly guaranteed by Kellogg Brown & Root Holdings

Limited (Principal Guarantor), Kellogg Brown & Root Holdings (U.K.) Limited (First Additional

Guarantor) and Kellogg Brown & Root Limited (Second Additional Guarantor). An updated guarantee

package will be agreed with the trustees of the pension fund prior to the spin off of the MTS business,

which will include the Company.

Consequently, the directors are confident that the Company will have sufficient funds to continue to meet

its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and

therefore have prepared the financial statements on a going concern basis.

3 (c).Revenue recognition

The turnover shown in the income statement represents payroll costs recharged to group companies during

the year, exclusive of Value Added Tax.

3 (d).Interest income and expenses

Interest receivable and payable on borrowings is calculated using the effective interest method and is

recognised as income or expense as it accrues.

3 (e).Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the

reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised

in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive

income or directly in equity, respectively.

Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the

amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or

substantively enacted at the reporting date.

Any taxable losses made by Group companies are surrendered to other Group companies as Group Relief

for payment. All Group Relief surrenders and claims are managed by Kellogg Brown & Root Limited as

the representative entity of the Group for corporation tax. Companies claiming and surrendering Group

Relief will therefore recognise a payable or receivable balance from Kellogg Brown & Root Limited.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses

and other deferred tax assets are recognised to the extent that it is probable that they will be recovered

against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using

the tax rates and laws that have been enacted or substantively enacted by the reporting date that are

expected to apply to the reversal of the timing difference.


	- 18 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

3.Accounting policies (continued)

3 (f).Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot

exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign

currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being

taken to the profit and loss account.

3 (g).Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of

financial assets and liabilities like trade and other debtors and creditors and amounts owed by and to group

undertakings.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting

period for objective evidence of impairment. If objective evidence of impairment is found, an impairment

loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between

an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original

effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any

impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference

between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation

of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position

when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a

net basis or to realise the asset and settle the liability simultaneously.

3 (h).Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The

Company’s net obligation in respect of defined benefit plans is calculated by estimating the amount of

future benefit that employees have earned in return for their service in prior periods; that benefit is

discounted to determine its present value. The fair value of any plan assets is deducted. The Company

determines the net interest expense (income) on the net defined benefit liability (asset) for the period by

applying the discount rate as determined at the beginning of the annual period to the net defined benefit

liability (asset) taking account of changes arising as a result of contributions and benefit payments.

The discount rate is the yield at the balance sheet date on AA credit rated bonds denominated in the

currency of operations, and having maturity dates approximating to the terms of the Company’s

obligations. A valuation is performed annually by a qualified actuary using the projected unit credit

method. The Company recognises net defined benefit plan assets to the extent that it is able to recover the

surplus either through reduced contributions in the future or through refunds from the plan.

Changes in the net defined benefit liability/asset arising from employee service rendered during the period,

net interest on net defined benefit liability/asset, and the cost of plan introductions, benefit changes,

curtailments and settlements during the period are recognised in the income statement.

Remeasurement of the net defined benefit liability/asset is recognised in other comprehensive income in

the period in which it occurs.


	- 19 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

3.Accounting policies (continued)

3 (i).Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which the Company pays fixed

contributions into a separate entity and will have no legal or constructive obligation to pay further amounts.

Obligations for contributions to defined contribution pension plans are recognised as an expense in the

income statement in the periods during which services are rendered by employees.

3 (j).Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly

liquid investments with original maturities of three months or less.

3 (k).Bank overdrafts

Bank loans and overdrafts comprise bank overdrafts forming an integral part of the Company's cash

management and are repayable on demand.

3 (l).Critical accounting estimates and assumptions

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates

will, by definition, seldom equal the related actual results. The estimates and assumptions that have a

significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the

next financial year are addressed below.

• Going concern (for details of assumptions adopted see note 3 (b))

• Defined benefit plans (for details of assumptions adopted see note 3 (h))

• Recoverability of financial assets (for details of assumptions adopted see note 3 (g))

4.Turnover

Turnover arises from:


	2025	2024
	£000	£000
Rendering of services	146,755	150,557

The turnover is attributable to the one principal activity of the Company. An analysis of turnover by the

geographical markets that substantially differ from each other is given below:


	2025	2024
	£000	£000
United Kingdom	144,234	148,204
Rest of Europe	1,523	1,205
Middle and Far East	728	207
Rest of World	270	941
	146,755	150,557


	- 20 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

5.Operating profit /(loss)

Operating profit/(loss) is stated after charging / (crediting):


	2025	2024
	£000	£000
Other operating expenses	25	71
Foreign exchange differences	(137)	(90)

The fee payable to the Company's auditor for the audit of the company's financial statements was £15,600

(2024: £15,600). This fee was borne by Kellogg Brown & Root Limited, a fellow subsidiary of Kellogg

Brown & Root Holdings Limited, in the current and prior year.

6.Staff costs

The average monthly number of persons (including executive directors) employed by the Company during

the year was:


	2025	2024
	No.	No.
Operations	900	870
Administration	416	416
	1,316	1,286

The aggregate payroll costs incurred during the year, relating to the above, were:


	2025	2024
	£000	£000
Wages and salaries	116,437	119,733
Social security costs	17,399	17,959
Other pension costs	12,919	12,865
	146,755	150,557

All staff costs were recharged to operating entities within the KBR, Inc. group in the current and preceding

year.

7.Directors' remuneration

The directors did not receive any remuneration for their services where substantially all their services have

been provided to other group companies.

In instances where directors are appointed to more than one company within the Kellogg Brown & Root

Holdings Limited group, the remuneration of individual directors is disclosed solely in the highest

company within the Kellogg Brown & Root Holdings Limited group structure in which the director holds

office. The directors’ remuneration disclosed in the accounts only represents the remuneration of directors

for whom this is their highest directorship.

None of the directors received remuneration through the Company in their capacity as a Director.


	- 21 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

8.Other interest receivable and similar income


	2025	2024
	£000	£000
Interest on cash and cash equivalents	—	2
Interest from amounts due from group undertakings	—	993
Net finance income in respect of defined benefit pension plans	3,329	674
	3,329	1,669

9.Interest payable and similar expenses


	2025	2024
	£000	£000
Interest on banks loans and overdrafts	1,488	292
Interest due to group undertakings	2,195	30,167
	3,683	30,459

10.Tax on loss

Tax income included in income statement


	2025	2024
	£000	£000
Current tax:
Group relief receivable	(3,978)	(13,288)
Adjustments in respect of prior periods	44	20
Total UK current tax	(3,934)	(13,268)
Total current tax	(3,934)	(13,268)

Deferred tax:
Origination and reversal of timing differences	2,256	3,899
Total deferred tax	2,256	3,899

Tax on loss	(1,678)	(9,369)

The “UK current tax income” in the income statement and other comprehensive income, totalling

£3,978,000 (2024: £13,288,000) relates to consideration for group relief surrendered (see note 11).

Tax (income)/expense included in other comprehensive income


	2025	2024
	£000	£000
Deferred tax
- Origination and reversal of timing differences	(766)	6,430
Total tax (income)/expense included in other comprehensive income	(766)	6,430


	- 22 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

10.Tax on loss (continued)

Reconciliation of tax (income)/expense

The tax assessed on the loss for the year is lower than (2024: lower than) the standard rate of corporation

tax in the UK of 25% (2024: 25%).


	2025	2024
	£000	£000
Loss before taxation	(242)	(28,770)
Loss multiplied by rate of tax	(61)	(7,193)
Adjustment to tax charge in respect of prior periods	44	20
Effect of expenses not deductible for tax purposes	—	905
Share options and restricted stock	(1,661)	(3,101)
Rate difference between current and deferred tax	—	—
Tax on loss	(1,678)	(9,369)

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax

main rate would increase to 25%. This new law was substantively enacted on 24 May 2021. For the

financial year ended 31 December 2025, the current tax rate was 25% .

Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in

these financial statements.

11.Debtors


	2025	2024
	£000	£000

Amounts owed by group undertakings	103,637	79,745
Other debtors	1,111	355
	104,748	80,100

Included in Amounts owed by group undertakings is £3,978,000 (2024: £13,288,000) in respect of current

year group relief receivable.

All other amounts owed by group undertakings are non-interest bearing, unsecured and repayable on

demand.


	- 23 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

12.Creditors: amounts falling due within one year


	2025	2024
	£000	£000

Bank loans and overdrafts	73,897	51,466
Trade creditors	2	1,916
Amounts owed to group undertakings	22	32
Accruals	3,291	3,290
Corporation tax	12	33
Social security and other taxes	3,411	4,010
Other creditors	498	543
	81,133	61,290

Bank overdrafts are part of the KBR Group Cash pooling agreement, unsecured and bear an interest of

1.75% annually.

Amounts owed to group undertakings amounting to £20,932 (2024: £31,172) bears monthly interest

ranging from 5.875% to 6.875% (2024: 6.75% to 6.875%), are unsecured and repayable on demand.

Interest recognised in Income statement amounted to £2,194,948 (2024: £30,166,758). The remaining

balances are non-interest bearing, unsecured and repayable on demand.

13.Provisions


	2025
	Deferred tax (note 14)
	£000
At 1 January 2025	8,511
Movements in year	1,490
At 31 December 2025	10,001

14.Deferred tax

The deferred tax included in the statement of financial position is as follows:


	2025	2024
	£000	£000
Included in provisions (note 13)	(10,001)	(8,511)
	(10,001)	(8,511)


	- 24 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

14.Deferred tax (continued)


	2025	2024
	£000	£000
Total deferred tax at 1 January	(8,511)	1,818
Recognised in profit and loss	(2,256)	(3,899)
Recognised in other comprehensive income	766	(6,430)
Total deferred tax at 31 December	(10,001)	(8,511)

The deferred tax account consists of the tax effect of timing differences in respect of:


	2025	2024
	£000	£000
Defined benefit pensions	(10,001)	(8,511)
	(10,001)	(8,511)

15.Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was

£9,383,000 (2024: £8,259,000). There is an accrual of £nil (2024: £nil) included in the statement of

financial position relating to the plan at the year end.

Defined benefit plans

The Company operates a funded pension scheme providing a variety of benefits for different categories of

membership. Up to 31 March 2005 the majority of the benefit was held in defined benefit (the "Defined

Benefit Scheme") with some benefit held in defined contribution (the "Defined Contribution Scheme").

From 1 April 2005, the "Defined Benefit Scheme" was closed to future accrual. Instead employees were

given the option to contribute to the "Defined Contribution Scheme". The benefit now held in the "Defined

Benefit" fund is frozen and is increased annually in line with inflation.

The assets of the Plan are held separately from those of the Company.

The defined benefit pension plan of the Company is jointly guaranteed by Kellogg Brown & Root Holdings

Limited (Principal Guarantor), Kellogg Brown & Root Holdings (U.K.) Limited (First Additional

Guarantor) and Kellogg Brown & Root Limited (Second Additional Guarantor).

A full actuarial valuation was carried out as at 31 March 2024 and updated to 31 December 2025 by a

qualified independent actuary.

The statement of financial position net defined benefit asset is determined as follows:


	2025	2024
	£000	£000
Present value of defined benefit obligations	(862,232)	(876,916)
Fair value of plan assets	921,602	938,653
	59,370	61,737


	- 25 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

15.Employee benefits (continued)

Defined benefit plans (continued)

Changes in the present value of the defined benefit obligations are as follows:


	2025
	£000
At 1 January 2025	876,916
Interest expense	47,199
Benefits paid	(52,958)
Actuarial (loss) / gain	(8,925)
At 31 December 2025	862,232

Changes in the fair value of plan assets are as follows:


	2025
	£000
At 1 January 2025	938,653
Interest income	50,528
Benefits paid	(52,958)
Contributions by employer	905
Administrative expenses paid from plan assets	(3,536)
Remeasurements:
Return on plan assets, excluding amount included in interest income	(11,990)
At 31 December 2025	921,602

The total costs for the year in relation to defined benefit plans are as follows:


	2025	2024
	£000	£000
Recognised in profit or loss:
Net interest income	(3,329)	(674)
Administrative expenses paid from plan assets	3,536	4,606
	207	3,932

Recognised in other comprehensive income:


	2025	2024
	£000	£000
Remeasurement of the Liability:
Actuarial losses and gains	8,925	128,088
Return on plan assets, excluding amounts included in net interest	(11,990)	(102,368)
	(3,065)	25,720


	- 26 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

15.Employee benefits (continued)

Defined benefit plans (continued)

The fair value of the major categories of plan assets are as follows:


	2025	2024
	£000	£000
Equity instruments	136,475	123,101
Debt instruments	540,641	523,035
Property	95,767	99,986
Cash and cash equivalents	14,467	36,390
Other assets including government bonds and insured annuities	134,252	156,141
	921,602	938,653

The return on plan assets are as follows:


	2025	2024
	£000	£000
(Loss) / return on assets of benefit plan	39,443	(54,488)

The principal actuarial assumptions as at the statement of financial position date were:


	2025	2024
	%	%
Discount rate	5.60	5.55
Expected rate of increase in pensions	2.85	3.05
Inflation assumption	3.00	3.25

For the defined benefit scheme, the assumed life expectancy is as follows:


	2025	2024
	Years	Years
Member aged 65 (current life expectancy)
Male	21.9	21.7
Female	23.7	23.7
Member aged 40 (life expectancy at 65)
Male	23.2	23.0
Female	25.4	25.3


	- 27 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

16.Called up share capital

Authorised share capital


	2025		2024
	No.	£000	No.	£000
Ordinary shares of £1 each	1,000	1	1,000	1

Issued, called up and fully paid


	2025		2024
	No.	£000	No.	£000
Ordinary shares of £1 each	1,000	1	1,000	1

17.Reserves

Capital contribution reserve - This reserve records the value of capital contributions relating to an asset-

backed funding arrangement for the Kellogg Brown & Root (U.K.) Limited defined benefit pension plan,

which involved the transfer of a property, by a fellow subsidiary of KBR, Inc., to KBR Property Holdings

LP, a Scottish Limited Partnership, created with a purpose of partially funding the defined benefit pension

plan using rental income. The capital contributions recognised of £1,810,604 ( 2024: £3,621,207) are equal

in amount to the distributions of rental income received by the defined benefit pension plan from KBR

Property Holdings LP. As part of the dissolution agreement of KBR Property Holdings LP, the rental for

the second quarter of 2025 was waived.

During 2024, Kellogg Brown & Root (U.K.) Limited received additional capital contribution from its

parent undertaking, Kellogg Brown & Root Holdings (U.K.) Limited, in the amount of £583,753,152 . This

capital contribution was used to settle some of the “Amounts owed to group undertakings”.

Profit and loss account - This reserve records retained earnings and accumulated losses incurred to date.

18.Related party transactions

As a subsidiary of KBR, Inc. the Company has taken advantage of the exemption in paragraph 33.1A of

FRS 102, not to disclose transactions with other wholly owned members of the group headed by KBR, Inc..

19.Controlling party

The immediate parent undertaking is Kellogg Brown & Root Holdings (U.K.) Limited (Hill Park Court,

Springfield Drive, Leatherhead, Surrey. KT22 7NL, a company registered in England and Wales).

The Company is a wholly owned subsidiary undertaking of Kellogg Brown & Root Holdings Limited (Hill

Park Court, Springfield Drive, Leatherhead, Surrey. KT22 7NL, a company registered in England and

Wales) which heads the smallest group in which the Company is consolidated.

The ultimate parent company is KBR, Inc. (601 Jefferson Street, Suite 3400, Houston, Texas, 77002, a

company incorporated in the state of Delaware, U.S.A.) which heads the largest group in which the

Company is consolidated.


	- 28 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

19.Controlling party (continued)

The financial statements of these companies are available to the public and can be obtained from the Public

Relations Department, Hill Park Court, Springfield Drive, Leatherhead, Surrey. KT22 7NL. KBR, Inc.’s

financial statements are also available on its website (www.kbr.com).

20.Parent undertaking support

Kellogg Brown & Root Holdings (U.K. ) Limited acts as a guarantor (First Additional Guarantor) for the

Kellogg Brown & Root (U.K.) Limited defined benefit pension plan scheme, along with Kellogg Brown &

Root Holdings Limited (Principal Guarantor) and Kellogg Brown & Root Limited (Second Additional

Guarantor).

The Co-Guarantors have jointly and severally guaranteed that if the assets of the plan become insufficient

to secure the benefits in full to the beneficiaries, each beneficiary would receive the benefits to which he or

she is entitled to in full. The guarantee is split equally between Kellogg Brown & Root Limited (20%) and

Kellogg Brown & Root Holdings (U.K.) Limited (20%) with Kellogg Brown & Root Holdings Limited

guaranteeing the remaining 60% in accordance with an arrangement reached between these companies.

KBR, Inc. has agreed to guarantee the obligation of the Company to make payments to the Kellogg Brown

& Root (U.K.) Limited defined benefit pension plan up to the guaranteed amount, so that if the Company

does not pay its guaranteed obligation KBR, Inc. shall, within two weeks of demand by the Trustees, pay

that amount as if it was the principal obligator. The guaranteed amount means the lesser of A, B or C,

where:

A. £250,000,000

B. the estimated shortfall in the assets of the Plan if the Plan’s liabilities were to be secured through

buy-out policies with one or more insurers

C. the greater of (i) the shortfall in the Plan’s assets required to meet the Plan’s liabilities calculated

using the assumptions used in the technical provisions basis set out in the Plan’s Statement of

Funding Principles except that the pre- and post-retirement discount rate used for that calculation

will be equal to gilts plus 25 basis points and (ii) £150,000,000

There is also a further guarantee in the form of a legal charge over the Aspire contract. On insolvency of

KBR, Inc. the shares owned by KBR, Inc. in Aspire Defence Services Limited, KBR (U.K.) Investments

Limited, KBR (Aspire Construction) Holdings No. 2 Limited, KBR (Aspire Construction Ventures)

Holdings No. 2 Limited, KBR (Aspire Services) Holdings No. 2 Limited and KBR (Aspire Services

Ventures) Holdings No. 2 Limited would transfer to the Kellogg Brown & Root (U.K.) Limited defined

benefit pension plan scheme. The Kellogg Brown & Root (U.K.) Limited defined benefit pension plan

scheme will have access to this guarantee until the Scheme Actuary has calculated that the Scheme has

been “105% Funded” at the most recent Actuarial Valuation or a subsequent Quarter Date in respect of the

most recent Actuarial Valuation and also at the two full Quarter Dates immediately following that Quarter

Date. “105% Funded” means that the Scheme Actuary has calculated that the Scheme’s assets are at least

105% of the Scheme’s liabilities, calculated using the assumptions in the technical provisions basis set out

in the Scheme’s Statement of Funding Principles except that the pre- and post-retirement discount rate used

for that calculation will be equal to gilts plus 50 basis points. For this purpose the assets will exclude the

value of the legal charge over the Aspire contract.


	- 29 -

Kellogg Brown & Root (U.K.) Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

20.Parent undertaking support (continued)

On 23 May 2025, the Company agreed to the provision of a 5 year surety bond package; in return the

Trustee has agreed to:

• dissolving KBR Property Holdings LP with the underlying asset (the Leatherhead Campus)

reverting in full to the Group;

• the Company’s restructuring of the intercompany balances in its UK entities; and

• maintaining the Plan’s strategic return target at gilts +2% per annum for at least two years from 23

May 2025, expected to be to the end of Q2 2027.

21.Events after the end of the reporting period

With regard to the spin off of the MTS business, the company transferred all of its STS civil nuclear and

immigration sponsored employees to Kellogg Brown & Root Solutions Limited on 1 May 2026.


Contents	Pages

Strategic report	1

Directors' report	4

Independent auditor's report to the member of Kellogg Brown & Root (U.K.) Limited	7

Income statement	12

Statement of comprehensive income	13

Statement of financial position	14

Statement of changes in equity	15

Notes to the financial statements	16