UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________________________
SCHEDULE
13G
________________________________
Under
the Securities Exchange Act of 1934
(Amendment
No.___ )*
________________________________
KBR,
INC.
(Name
of
Issuer)
________________________________
Common
Stock, par value $0.001 per share
(Title
of
Class of Securities)
________________________________
48242W
10
6
(CUSIP
Number)
________________________________
December
31, 2006
(Date
of
Event Which Requires Filing of this Statement)
________________________________
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
□
Rule
13d-1(b)
□
Rule
13d-1(c)
x
Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(the “Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Halliburton
Company
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) □
(b) □
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
135,627,000
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
135,627,000
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,627,000
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See
Instructions) □
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.9%
(based on the total number of shares outstanding as of January 31,
2007 of
167,643,000)
|
||
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Halliburton
Energy Services, Inc.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) □
(b) □
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
135,627,000
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
135,627,000
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,627,000
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See
Instructions) □
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.9%
(based on the total number of shares outstanding as of January 31,
2007 of
167,643,000)
|
||
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DII
Industries, LLC
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) □
(b) □
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
135,627,000
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
135,627,000
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,627,000
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See
Instructions) □
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.9%
(based on the total number of shares outstanding as of January 31,
2007 of
167,643,000)
|
||
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
||
|
1.
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kellogg
Energy Services, Inc.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) □
(b) □
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5.
|
SOLE
VOTING POWER
|
0
|
|
6.
|
SHARED
VOTING POWER
|
135,627,000
|
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
0
|
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
135,627,000
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,627,000
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(See
Instructions) □
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.9%
(based on the total number of shares outstanding as of January 31,
2007 of
167,643,000)
|
||
|
12.
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
||
| Item 1. |
Item
1(a). Name
of
Issuer:
KBR,
Inc.
Item
1(b). Address
of Issuer's Principal Executive Offices:
601
Jefferson Street, Suite 3400
|
Houston,
TX 77002
|
| Item 2. |
Item
2(a). Name
of
Person Filing:
This
statement is filed on behalf of (i) Halliburton Company, (ii) Halliburton
Energy Services, Inc., (iii) DII Industries, LLC and (iv) Kellogg Energy
Services, Inc.
Item
2(b). Address
of Principal Business Office, or if none, Residence:
1401
McKinney, Suite 2400, Houston, Texas 77010 (all entities)
Item
2(c). Citizenship:
Delaware
(all entities)
Item
2(d). Title
of
Class of Securities:
Common
stock, par value $0.001 per share.
Item
2(e). CUSIP
Number:
48242W
10
6
| Item 3. |
If
this statement is filed pursuant to§§
240.13d-1(b) or 240.13(d)-2(b) or (c), check whether the person filing
is
a:
|
Not
applicable.
|
(a)
|
□
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
(b)
|
□
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
(c)
|
□
|
Insurance
Company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
(d)
|
□
|
Investment
Company registered under Section 8 of the Investment Company Act
of 1940
(15 U.S.C. 80a-8).
|
|
(e)
|
□
|
An
investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
□
|
An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
□
|
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
□
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
□
|
A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C.
80a-3);
|
|
(j)
|
□
|
Group,
in accordance with §
240.13d-1(b)(1)(ii)(J).
|
| Item 4. |
Ownership.
|
|
(a)
|
Amount
Beneficially Owned:
|
135,627,000*
|
|
(b)
|
Percent
of Class:
80.9%*
|
|
|
(c)
|
Number
of shares as to which the person
has:
|
|
(i)
|
sole
power to vote or to direct
|
the
vote 0*
|
(ii)
|
shared
power to vote or to direct the
|
vote 135,627,000*
(iii) sole
power to dispose or to direct the disposition
of 0*
(iv) shared
power to dispose or to direct the disposition
of 135,627,000*
*
The
share amounts and the percentage figure stated in this Item 4 are provided
for
each of Halliburton Company, Halliburton Energy Services, Inc., DII Industries,
LLC and Kellogg Energy Services, Inc.
| Item 5. |
Ownership
of Five Percent or Less of a
Class.
|
If
this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following □
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
applicable.
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding
Company.
|
Not
applicable.
| Item 8. |
Identification
and Classification of Members of the
Group.
|
Not
applicable.
| Item 9. |
Notice
of Dissolution of Group.
|
Not
applicable.
| Item 10. |
Certification.
|
Not
applicable.
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, we certify
that
the information set forth in this statement is true, complete and
correct.
Date:
February 12, 2007
Halliburton
Company
By:
/s/ Craig W. Nunez
Name: Craig
W. Nunez
Title:
Vice President - Treasurer
Halliburton
Energy Services, Inc.
By:
/s/ Craig W. Nunez
Name:
Craig W. Nunez
Title:
Vice President - Treasurer
DII
Industries, LLC
By:
/s/ Craig W. Nunez
Name: Craig
W. Nunez
Title:
Vice President - Treasurer
Kellogg
Energy Services, Inc.
By:
/s/ Craig W. Nunez
Name:
Craig W. Nunez
Title
Vice President - Treasurer
EXHIBIT
INDEX
Exh.
99.1Joint
Filing Agreement dated February 12, 2007 among Halliburton Company, Halliburton
Energy Services, Inc., DII Industries, LLC and Kellogg Energy Services,
Inc.
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them
of
a statement on Schedule 13G (including any and all amendments thereto) with
respect to the common stock, par value $0.001 per share, of KBR, Inc., a
Delaware corporation, and further agree that this Joint Filing Agreement shall
be included as an exhibit to such joint filing.
The
undersigned further agree that each party hereto is responsible for the timely
filing of such statement on Schedule 13G and any amendments thereto, and for
the
completeness and accuracy of the information concerning such party contained
therein; provided that no party is responsible for the completeness or accuracy
of the information concerning the other parties, unless such party knows or
has
reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be executed in one or more counterparts, each of
which shall be deemed
to be an
original instrument, but all of such counterparts together shall constitute
but
one agreement.
In
evidence thereof the undersigned, being duly authorized, hereby execute this
Joint Filing Agreement this 12th
day of
February, 2007.
Halliburton
Company
By:
/s/
Craig W. Nunez
Name:
Craig W. Nunez
Title:
Vice President - Treasurer
Halliburton
Energy Services, Inc.
By:
/s/ Craig W. Nunez
Name:
Craig W. Nunez
Title:
Vice President - Treasurer
DII
Industries, LLC
By:
/s/ Craig W. Nunez
Name:
Craig W. Nunez
Title:
Vice President - Treasurer
Kellogg
Energy Services, Inc.
By:
/s/ Craig W. Nunez
Name:
Craig W. Nunez
Title:
Vice President - Treasurer