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April 17, 2023
David L. Goodin
President and Chief Executive Officer
Knife River Holding Company
1150 West Century Avenue
Bismarck, ND 58503
Re:Knife River Holding Company
Amendment No. 1 to Registration Statement on Form 10-12B
Filed April 7, 2023
File No. 001-41642
Dear David L. Goodin:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Form 10 filed April 7, 2023
Selected Historical and Pro Forma Consolidated Financial Data, page 52
1.We note your disclosure of EBITDA Margin and Adjusted EBITDA Margin on a
consolidated basis.  Please revise your disclosure here and in other areas of the filing
where these non-GAAP measures are disclosed on a consolidated basis, to provide the
most directly comparable GAAP measure with equal or greater prominence to comply
with Item 10(e)(1)(i)(A) of Regulation S-K.  Refer to Question 102.10(a) of the
Compliance and Disclosure Interpreations for Non-GAAP Measures.

 FirstName LastNameDavid L.  Goodin
 Comapany NameKnife River Holding Company
 April 17, 2023 Page 2
 FirstName LastName
David L.  Goodin
Knife River Holding Company
April 17, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 92
2.We note your statement that “Knife River Holding Company targets a normalized capital
structure of 2.5 times EBITDA through the net working capital cycle.” Please revise to
clarify your meaning of normalized capital structure and net working capital cycle.
Exhibits
3.We note your disclosure in various places throughout your information statement that in
connection with the separation and distribution, Knife River Holding Company anticipates
that it will incur indebtedness in an aggregate principal amount of up to $890 million,
reflecting an aggregate principal amount of up to $700 million, consisting of some
combination of term loans and other debt, issued in connection with the separation, and a
Revolving Credit Facility of $350 million that Knife River Holding Company expects to
enter into in connection with the separation, with $190 million of the facility withdrawn as
of the separation date. Please disclose the material terms of these debt and credit
agreements and please file a copy of such agreements as exhibits when they are available.
Refer to Item 601(b) of Regulation S-K.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            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, Attorney-Adviser, at (202) 551-3844 or Kevin Dougherty, Attorney-
Adviser, at (202) 551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       John L. Robinson