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CORRESP Filing

Knife River Corp
Date: May 14, 2025 · CIK: 0001955520 · Accession: 0001955520-25-000038

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File numbers found in text: 001-41642

Referenced dates: May 8, 2025

Date
May 14, 2025
Author
Nathan Ring
Form
CORRESP
Company
Knife River Corp

Letter

Document PO Box 5568 Bismarck, ND 58506-5568 Street Address: 1150 West Century Avenue Bismarck, ND 58506 (701) 530-1400 (701) 530-1451 Fax May 14, 2025 VIA EDGAR SUBMISSION Office of Energy & Transportation Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Brian McAllister Kimberly Calder Re: Knife River Corporation Form 10-K for the fiscal year ended December 31, 2024 Filed February 21, 2025 File No. 001-41642 Ladies and Gentlemen: On behalf of Knife River Corporation (“Knife River”, the “Company”, “we”, “us” or “our”), the Company submits this letter in response to the comments from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that were set forth in the Staff’s letter dated May 8, 2025 (the “Comment Letter”) related to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 21, 2025. For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold and corresponds to the numbered comment contained in the Comment Letter, followed by the Company’s response. Form 10-K for the fiscal year ended December 31, 2024 Item 8. Financial Statements and Supplementary Data Notes to the Financial Statements Note 15 – Business Segment Data, page 99 1. Please tell us how you comply with the requirements to present the following for each reportable segment in accordance with ASC 280-10-50-22: • Interest revenue and interest expense separately, per paragraph 50-22.c. and d., and • Income tax expense or benefit in accordance with paragraph 50-22h. Response: We acknowledge the Staff’s comment and respectfully advise the Staff that in accordance with ASC 280-10-50-22, a public entity shall disclose the amounts noted in 50-22c. and d. if the specified amounts are included in the measure of segment profit or loss reviewed by the chief operating decision maker or are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss. The measure of segment profit or loss reviewed by our chief operating decision maker is earnings before interest, taxes, depreciation, depletion and amortization, which does not include the effects of interest revenue, interest expense or income tax expense or benefit. Further, our chief operating decision maker is not provided financial information for our segments that includes interest revenue, interest expense or income tax expense or benefit. Based on the above discussion, the Company believes that its current presentation is acceptable under ASC 280-10-50-22. 2. Please tell us why segment revenues disclosed on page 100 do not reconcile with the corresponding segment revenues disclosed on pages 46-51 for all periods presented. For example, $493,066 of revenue for external customers for Pacific in 2024 corresponds with $493.1 on page 46 but the revenue amounts for Northwest, Mountain, Central and Energy Services do not reconcile. Response: We acknowledge the Staff’s comment and respectfully advise the Staff that the difference noted between the segment revenues on page 100 and those disclosed on pages 46-51 are related to intersegment revenues for sales between segments. The intersegment sales amounts included in the Business Segment Data footnote disclosure in the notes to the financial statements includes both intersegment revenues and intra segment revenues (sales between companies within the segment), whereas the internal sales disclosed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations only includes the sales between companies within the segment. The following reconciles the amounts reported in the Management’s Discussion and Analysis of Financial Condition and Results of Operations to the Business Segment Data footnote disclosure in the notes to the financial statements for 2024. Pacific Northwest Mountain Central Energy Services (In millions) Aggregates $ 112.3 $ 184.8 $ 101.8 $ 157.2 $ — Ready-mix concrete 145.8 167.8 117.1 224.8 — Asphalt 30.7 104.6 120.9 185.3 — Liquid Asphalt — — — — 238.9 Other 149.3 18.1 — 31.7 50.6 Contracting Services 141.9 324.8 459.0 432.5 — Internal Sales 1 (86.9) (107.7) (135.7) (213.4) (13.8) Total 493.1 692.4 663.1 818.1 275.7 Intersegment revenues 1 — (2.5) (0.2) (0.2) (41.0) Revenues from external customers $ 493.1 $ 689.9 $ 662.9 $ 817.9 $ 234.7 1. The total of internal sales and intersegment revenues ties to the amount disclosed in the Business Segment Data disclosure for intersegment revenues in the filed Form 10-K for the year ended December 31, 2024. In future filings, we will revise our disclosures in the Business Segment Data footnote disclosure in the notes to the financial statements to present total segment revenue net of sales between companies within the segment and also remove the sales between companies within the segment from the intersegment revenue line. The total segment revenues will then reconcile to the revenues disclosed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations and only intersegment sales will be included in intersegment revenues line in the Business Segment Data footnote disclosure in the notes to the financial statements. See the following for the 2024 Business Segment Data footnote revised for these changes. For the year ended December 31, 2024 Pacific Northwest Mountain Central Energy Services Total (In thousands) Revenues from external customers $ 493,066 $ 689,893 $ 662,892 $ 817,872 $ 234,652 $ 2,898,375 Intersegment revenues 47 2,542 173 194 41,040 43,996 Total segment revenue 493,113 692,435 663,065 818,066 275,692 2,942,371 Other revenues 1,149 Less: Elimination of intersegment revenue 44,515 Total consolidated revenue $ 2,899,005 * * * * * In connection with our response to the Staff’s comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments action or absence of action by the Staff. Please direct any questions or comments regarding this letter to the undersigned at (701) 530-1400 or nathan.ring@kniferiver.com. Sincerely, /s/ Nathan Ring Nathan Ring Vice President and Chief Financial Officer

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CORRESP
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 Document PO Box 5568 Bismarck, ND 58506-5568 Street Address: 1150 West Century Avenue Bismarck, ND 58506 (701) 530-1400 (701) 530-1451 Fax May 14, 2025 VIA EDGAR SUBMISSION Office of Energy & Transportation Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention:    Brian McAllister Kimberly Calder Re:        Knife River Corporation Form 10-K for the fiscal year ended December 31, 2024 Filed February 21, 2025 File No. 001-41642 Ladies and Gentlemen: On behalf of Knife River Corporation (“Knife River”, the “Company”, “we”, “us” or “our”), the Company submits this letter in response to the comments from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that were set forth in the Staff’s letter dated May 8, 2025 (the “Comment Letter”) related to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 21, 2025. For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold and corresponds to the numbered comment contained in the Comment Letter, followed by the Company’s response. Form 10-K for the fiscal year ended December 31, 2024 Item 8. Financial Statements and Supplementary Data Notes to the Financial Statements Note 15 – Business Segment Data, page 99 1. Please tell us how you comply with the requirements to present the following for each reportable segment in accordance with ASC 280-10-50-22: • Interest revenue and interest expense separately, per paragraph 50-22.c. and d., and • Income tax expense or benefit in accordance with paragraph 50-22h. Response: We acknowledge the Staff’s comment and respectfully advise the Staff that in accordance with ASC 280-10-50-22, a public entity shall disclose the amounts noted in 50-22c. and d. if the specified amounts are included in the measure of segment profit or loss reviewed by the chief operating decision maker or are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss. The measure of segment profit or loss reviewed by our chief operating decision maker is earnings before interest, taxes, depreciation, depletion and amortization, which does not include the effects of interest revenue, interest expense or income tax expense or benefit. Further, our chief operating decision maker is not provided financial information for our segments that includes interest revenue, interest expense or income tax expense or benefit. Based on the above discussion, the Company believes that its current presentation is acceptable under ASC 280-10-50-22. 2. Please tell us why segment revenues disclosed on page 100 do not reconcile with the corresponding segment revenues disclosed on pages 46-51 for all periods presented. For example, $493,066 of revenue for external customers for Pacific in 2024 corresponds with $493.1 on page 46 but the revenue amounts for Northwest, Mountain, Central and Energy Services do not reconcile. Response: We acknowledge the Staff’s comment and respectfully advise the Staff that the difference noted between the segment revenues on page 100 and those disclosed on pages 46-51 are related to intersegment revenues for sales between segments. The intersegment sales amounts included in the Business Segment Data footnote disclosure in the notes to the financial statements includes both intersegment revenues and intra segment revenues (sales between companies within the segment), whereas the internal sales disclosed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations only includes the sales between companies within the segment. The following reconciles the amounts reported in the Management’s Discussion and Analysis of Financial Condition and Results of Operations to the Business Segment Data footnote disclosure in the notes to the financial statements for 2024. Pacific Northwest Mountain Central Energy Services (In millions) Aggregates $ 112.3  $ 184.8  $ 101.8  $ 157.2  $ —  Ready-mix concrete 145.8  167.8  117.1  224.8  —  Asphalt 30.7  104.6  120.9  185.3  —  Liquid Asphalt —  —  —  —  238.9  Other 149.3  18.1  —  31.7  50.6  Contracting Services 141.9  324.8  459.0  432.5  —  Internal Sales 1 (86.9) (107.7) (135.7) (213.4) (13.8) Total 493.1  692.4  663.1  818.1  275.7  Intersegment revenues 1 —  (2.5) (0.2) (0.2) (41.0) Revenues from external customers $ 493.1  $ 689.9  $ 662.9  $ 817.9  $ 234.7  1. The total of internal sales and intersegment revenues ties to the amount disclosed in the Business Segment Data disclosure for intersegment revenues in the filed Form 10-K for the year ended December 31, 2024. In future filings, we will revise our disclosures in the Business Segment Data footnote disclosure in the notes to the financial statements to present total segment revenue net of sales between companies within the segment and also remove the sales between companies within the segment from the intersegment revenue line. The total segment revenues will then reconcile to the revenues disclosed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations and only intersegment sales will be included in intersegment revenues line in the Business Segment Data footnote disclosure in the notes to the financial statements. See the following for the 2024 Business Segment Data footnote revised for these changes. For the year ended December 31, 2024 Pacific Northwest Mountain Central Energy Services Total (In thousands) Revenues from external customers $ 493,066  $ 689,893  $ 662,892  $ 817,872  $ 234,652  $ 2,898,375  Intersegment revenues 47  2,542  173  194  41,040  43,996  Total segment revenue 493,113  692,435  663,065  818,066  275,692  2,942,371  Other revenues 1,149  Less: Elimination of intersegment revenue 44,515  Total consolidated revenue $ 2,899,005  * * * * * In connection with our response to the Staff’s comments, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments action or absence of action by the Staff. Please direct any questions or comments regarding this letter to the undersigned at (701) 530-1400 or nathan.ring@kniferiver.com. Sincerely, /s/ Nathan Ring Nathan Ring Vice President and Chief Financial Officer