SEC Comment Letter 0000000000-23-001541 to Knife River Corp (KNF)
Knife River Corp
Date: Feb. 15, 2023 · CIK: 0001955520 · Accession: 0000000000-23-001541
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United States securities and exchange commission logo February 15, 2023 David L. Goodin President and Chief Executive Officer Knife River Holding Co 1150 West Century Avenue Bismarck, ND 58503 Re:Knife River Holding Co Amendment No. 1 to Draft Registration Statement on Form 10-12B Submitted February 3, 2023 CIK No. 0001955520 Dear David L. Goodin: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our January 13, 2023 letter Draft Registration Statement on Form 10-12B Submitted February 3, 2023 Notes to Consolidated Financial Statements Note 16 - Business Segment Data, page F-28 1.We note your revisions to this footnote for the reconciliations of reportable segment revenues and assets to the consolidated totals in response to prior comment 16. However, it appears that the reconciliation of reportable segment profit or loss (i.e. Total segment EBITDA) was not similarly revised. In addition, as noted in FASB ASC 280-10-55-49, reconciliations are also required to be shown for every other significant item of information disclosed (see paragraph 280-10-50-30(d)). Please further revise your
FirstName LastNameDavid L. Goodin Comapany NameKnife River Holding Co February 15, 2023 Page 2 FirstName LastName David L. Goodin Knife River Holding Co February 15, 2023 Page 2 disclosures accordingly. You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721 or Shannon Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding comments on the financial statements and related matters. Please contact George K. Schuler, Mining Engineer, at (202) 551-3718 if you have questions regarding comments on the mining related matters. Please contact Anuja Majmudar, Staff Attorney, at (202) 551-3844 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: John L. Robinson
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United States securities and exchange commission logo
February 15, 2023
David L. Goodin
President and Chief Executive Officer
Knife River Holding Co
1150 West Century Avenue
Bismarck, ND 58503
Re:Knife River Holding Co
Amendment No. 1 to
Draft Registration Statement on Form 10-12B
Submitted February 3, 2023
CIK No. 0001955520
Dear David L. Goodin:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
January 13, 2023 letter
Draft Registration Statement on Form 10-12B Submitted February 3, 2023
Notes to Consolidated Financial Statements
Note 16 - Business Segment Data, page F-28
1.We note your revisions to this footnote for the reconciliations of reportable segment
revenues and assets to the consolidated totals in response to prior comment 16. However,
it appears that the reconciliation of reportable segment profit or loss (i.e. Total segment
EBITDA) was not similarly revised. In addition, as noted in FASB ASC 280-10-55-49,
reconciliations are also required to be shown for every other significant item of
information disclosed (see paragraph 280-10-50-30(d)). Please further revise your
FirstName LastNameDavid L. Goodin
Comapany NameKnife River Holding Co
February 15, 2023 Page 2
FirstName LastName
David L. Goodin
Knife River Holding Co
February 15, 2023
Page 2
disclosures accordingly.
You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721 or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding comments on the
financial statements and related matters. Please contact George K. Schuler, Mining Engineer, at
(202) 551-3718 if you have questions regarding comments on the mining related matters. Please
contact Anuja Majmudar, Staff Attorney, at (202) 551-3844 or Kevin Dougherty, Staff Attorney,
at (202) 551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: John L. Robinson