SecProbe.io

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 May 27, 2025

Nathan Ring
Vice President and Chief Financial Officer
Knife River Corporation
1150 West Century Avenue
P.O. Box 5568
Bismarck, ND 58506-5568

 Re: Knife River Corporation
 Form 10-K for the fiscal year ended December 31, 2024
 Filed February 21, 2025
 File No. 001-41642
Dear Nathan Ring:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
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</DOCUMENT>

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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

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 May 8, 2025

Nathan Ring
Vice President and Chief Financial Officer
Knife River Corporation
1150 West Century Avenue
P.O. Box 5568
Bismarck, ND 58506-5568

 Re: Knife River Corporation
 Form 10-K for the fiscal year ended December 31, 2024
 Filed February 21, 2025
 File No. 001-41642
Dear Nathan Ring:

 We have reviewed your filing and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended December 31, 2024
Item 8. Financial Statements and Supplementary Data
Notes to 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.
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 from external customers for
Pacific in
 2024 corresponds with $493.1 on page 46 but the revenue amounts for
Northwest,
 Mountain, Central, and Energy Services segments do not reconcile.
 May 8, 2025
Page 2

 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.

 Please contact Brian McAllister at 202-551-3341 or Kimberly Calder at
202-551-3701
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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      Knife River Holding Company

      1150 West Century Avenue

      Bismarck, ND 58503

    May 8, 2023

    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:

              Jennifer O’Brien

    Shannon Buskirk

    George K. Schuler

    Anuja Majmudar

    Kevin Dougherty

              Re:

              Knife River Holding Co.

    Registration Statement on Form 10-12B

        File No. 001-41642

    Ladies and Gentlemen:

    Reference is made to the Registration Statement on Form 10-12B (File No. 001-41642) (as amended, the “Registration Statement”), filed by Knife River
        Holding Company (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”).

    The Company hereby requests that the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern time, on May 10, 2023, or as soon as practicable
      thereafter, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

    If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, John
      L. Robinson of Wachtell, Lipton, Rosen & Katz, at (212) 403-1056.  We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Robinson and that such effectiveness also be confirmed in writing.

      U.S. Securities and Exchange Commission

      May 8, 2023

      Page 2

            Sincerely,

            Knife River Holding Company

          /s/ Brian R. Gray

            Name:

            Brian R. Gray

            Title:

            President and Chief Executive Officer

          cc:

            Karl A. Liepitz, Vice President, General Counsel

                                        and Secretary, MDU Resources Group, Inc.

    Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz

CORRESP
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filename1.htm

    [Letterhead of Wachtell, Lipton, Rosen & Katz]

      May 3, 2023

      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:

              Jennifer O’Brien

              Shannon Buskirk

              George K. Schuler

              Anuja Majmudar

              Kevin Dougherty

              Re:

              Knife River Holding Co.

                Amendment No. 2 to Registration Statement on Form 10-12B

                Filed April 28, 2023

                File No. 001-41642

      Ladies and Gentlemen:

      On behalf of our client, Knife River Holding Company (“Knife River” or the “Company”), currently a wholly owned subsidiary of MDU Resources Group, Inc. (“MDU Resources”), this
        letter responds to the comment from the Staff of the Division of Corporation Finance (the “Staff”) that was set forth in your letter dated May 3, 2023 (the “Comment Letter”), with respect to the above-referenced Registration Statement
        on Form 10-12B (the “Registration Statement”).

       For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold and corresponds to the numbered comment contained in the Comment Letter, followed by the response on behalf of
        the Company.  Terms not otherwise defined in this letter shall have the meanings set forth in the Form 10.  Any page references set forth below refer to pages of the Form 10.

      U.S. Securities and Exchange Commission

        May 3, 2023

      Page 2

      Amendment No. 2 to Form 10 Filed April 28, 2023

      Notes to Unaudited Pro Forma Consolidated Financial Statements

          Note 2 - Transaction Accounting Adjustments, page 59

                1.

                With regard to pro forma adjustment F, please provide us with a reconciliation of the 57,033,536 shares of Knife River Holding Company common stock to be issued on
                  a pro forma basis pursuant to the separation and distribution agreement.

                  Response: We respectfully acknowledge the Staff’s comment and have provided below a reconciliation for the 57,033,536 shares of Knife River Holding Company common stock to be issued on a pro forma
                      basis as outlined in adjustment F of the Notes to the Unaudited Pro Forma Consolidated Financial Statements.

                  The following is a reconciliation of the number of shares of Knife River Holding Company common stock to be issued on a pro forma
                    basis:

              Total shares of Knife River Holding Company common stock issued

              MDU Resources – Outstanding shares as of 3/31/2023

              204,162,814

              MDU Resources shares held by Knife River Corporation as “Parent stock held by subsidiary” as of 3/31/2023

              538,921

              Total MDU Resources outstanding shares as of 3/31/2023 (1)

              203,623,893

              Conversion Ratio – MDU Resources to Knife River Holding Company share conversion ratio of the 90% common stock held by the public

              0.25

              Knife River Holding Company common stock to be held by the public, representing 90% of the outstanding Knife River Holding Company common stock

              50,905,974

              % of shares owned by MDU Resources

              10.0%

              Shares owned by MDU Resources

              5,656,219

              Total shares of Knife River Holding Company common stock outstanding

              56,562,193

              Treasury shares issued in hook stock exchange

              471,343

              Total shares of Knife River Holding Company common stock issued

              57,033,536

      (1) Represents the number of MDU Resources common shares outstanding as of March 31, 2023, less the number of shares of MDU Resources
        common stock held by Knife River Corporation as Parent stock held by subsidiary as of March 31, 2023. Per the terms of the separation and distribution agreement, the conversion ratio is applied only to those MDU Resources common shares not held by
        Knife River Corporation. The 538,921 shares of MDU Resources common stock held by Knife River Corporation are separately exchanged for 471,343 shares of Knife River Holding Company per the terms of the hook stock exchange.

        U.S. Securities and Exchange Commission

          May 3, 2023

        Page 3

      *     *     *     *     *

      If you have any questions concerning the Registration Statement or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 403-1056
        or JLRobinson@wlrk.com or my colleague, Travis C. Anderson-Hamilton, at (212) 403-1170 or TCAnderson-Hamilton@wlrk.com.

              Sincerely,

            /s/ John L. Robinson

              John L. Robinson

            cc:

              Karl A. Liepitz, Vice President, General Counsel

                                          and Secretary, MDU Resources Group, Inc.

      Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz

United States securities and exchange commission logo
May 3, 2023
Brian R. Gray
President and Chief Executive Officer
Knife River Holding Company
1150 West Century Avenue
Bismarck, ND 58503
Re:Knife River Holding Company
Amendment No. 2 to Registration Statement on Form 10-12B
Filed April 28, 2023
File No. 001-41642
Dear Brian R. Gray:
            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. 2 to Registration Statement on Form 10-12B
Notes to Unaudited Pro Forma Consolidated Financial Statements
Note 2 - Transaction Accounting Adjustments, page 59
1.With regard to pro forma adjustment F, please provide us with a reconciliation of the
57,033,536 shares of Knife River Holding Company common stock to be issued on a pro
forma basis pursuant to the separation and distribution agreement.

 FirstName LastNameBrian R.  Gray
 Comapany NameKnife River Holding Company
 May 3, 2023 Page 2
 FirstName LastName
Brian R.  Gray
Knife River Holding Company
May 3, 2023
Page 2
            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

CORRESP
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    [Letterhead of Wachtell, Lipton, Rosen & Katz]

    April 28, 2023

    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:

              Jennifer O’Brien

              Shannon Buskirk

              George K. Schuler

              Anuja Majmudar

              Kevin Dougherty

              Re:

              Knife River Holding Co.

              Amendment No. 1 to Registration Statement on Form 10-12B

              Filed April 7, 2023

              File No. 001-41642

    Ladies and Gentlemen:

    On behalf of our client, Knife River Holding Company (“Knife River” or the “Company”), currently a wholly owned subsidiary of MDU Resources Group, Inc. (“MDU Resources”), this letter responds to the
      comments from the Staff of the Division of Corporation Finance (the “Staff”) that were set forth in your letter dated April 17, 2023 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form 10-12B (the
      “Registration Statement”).  The Company is concurrently filing Amendment No. 2 to the Registration Statement on Form 10 (the “Form 10”) electronically via EDGAR.

    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 response on behalf of the Company.  Terms
      not otherwise defined in this letter shall have the meanings set forth in the Form 10.  All page references in the responses set forth below refer to pages of the Form 10.

    U.S. Securities and Exchange Commission

      April 28, 2023

    Page 2

    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 Interpretations for
              Non-GAAP Measures

    Response:  In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure in Selected Historical and Pro Forma Consolidated Financial Data, page 52 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, net income margin, with greater prominence than the non-GAAP measures.

    Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 93

          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.

    Response:  In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure in Management’s Discussion and Analysis of Financial Condition and Results of Operations
      – Liquidity and Capital Resources, page 93, to clarify the intended meaning with respect to the Company’s normalized capital structure and net working capital cycle.

    Exhibit

          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.

    Response:  In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 143 to 146 to provide a summary of the material terms of the financing
      arrangements.  The Company also advises the Staff to please refer to the Indenture, filed as Exhibit 4.2.

    *     *     *     *     *

    U.S. Securities and Exchange Commission

      April 28, 2023

    Page 3

    If you have any questions concerning the Registration Statement or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 403-1056 or
      JLRobinson@wlrk.com or my colleague, Travis C. Anderson-Hamilton, at (212) 403-1170 or TCAnderson-Hamilton@wlrk.com.

    Sincerely,

     /s/ John L. Robinson

    John L. Robinson

          cc:

            Karl A. Liepitz, Vice President, General Counsel

            and Secretary, MDU Resources Group, Inc.

             Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz

United States securities and exchange commission logo
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

CORRESP
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    [Letterhead of Wachtell, Lipton, Rosen & Katz]

    April 7, 2023

    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:

            Jennifer O’Brien

              Shannon Buskirk

              George K. Schuler

              Anuja Majmudar

              Kevin Dougherty

          Re:

            Knife River Holding Co.

              Registration Statement on Form 10-12B

              File March 10, 2023

              File No. 001-41642

    Ladies and Gentlemen:

    On behalf of our client, Knife River Holding Company (“Knife River” or the “Company”), currently a wholly owned subsidiary of MDU Resources Group, Inc. (“MDU Resources”), this letter responds to the
      comments from the Staff of the Division of Corporation Finance (the “Staff”) that were set forth in your letter dated March 21, 2023 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form 10-12B (the
      “Registration Statement”).  The Company is concurrently filing Amendment No. 1 to the Registration Statement on Form 10 (the “Form 10”) electronically via EDGAR.

    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 response on behalf of the Company.  Terms
      not otherwise defined in this letter shall have the meanings set forth in the Form 10.  All page references in the responses set forth below refer to pages of the Form 10.

    U.S. Securities and Exchange Commission

      April 7, 2023

    Page 2

    Registration Statement on Form 10-12B Submitted March 10, 2023

    Notes to Unaudited Pro Forma Consolidated Financial Statements

    Note 2 - Transaction Accounting Adjustments, page 58

          1.

            Please expand your disclosure to clarify the nature of the additional employee-related assets and obligations that will be given pro forma effect in adjustment C.

    Response:  In response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure in Note 2 adjustment C on page 59 of the Information Statement to provide the requested
      information.

          2.

            We note the reclassification of certain transactions historically included in related-party accounts to be given pro forma effect in adjustment D. Please tell us more about your conclusion that the 19.9%
              retention of Knife River Holding Company by MDU Resources is not reflective of a related-party relationship as contemplated in FASB ASC 850.

    Response:  In response to the Staff’s comment, the Company respectfully advises the Staff that it has reviewed the definition of Related Parties in ASC 850-10-20 and determined that MDU Resources does not meet the
      definition to be considered a related party. The Company also reviewed the significant influence indicators in ASC 323-10-15-6 through ASC 323-10-15-8 and concluded that MDU Resources will not have significant influence over the Company at the time
      of the separation. The Company revised the disclosure on page 136 to clarify that MDU Resources will not exert any control over the Company through the shares of common stock it retains. The Company has provided its detailed analysis of these
      sections of the codification below.

    FASB Accounting Standards Codification (ASC) 850-10-20 defines related parties as:

          a.

            “Affiliates of the entity

          b.

            Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the
              investing entity

          c.

            Trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management

          d.

            Principal owners of the entity and members of their immediate families

          e.

            Management of the entity and members of their immediate families

          f.

            Other parties with which the entity may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursing its
              own separate interest

          g.

            Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that
              one or more of the transaction parties might be prevented from fully pursuing its own separate interests.”

      U.S. Securities and Exchange Commission

        April 7, 2023

      Page 3

    Additionally, the FASB ASC master glossary provides the following definitions for affiliates and principal owners:

    “Affiliate: A party that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with an entity.”

    “Principal Owner: Principal owners are owners of record or known beneficial owners of more than 10 percent of the voting interest of the entity.”

    As discussed below, we do not consider MDU Resources to be a related party post separation. MDU Resources expects to retain 19.9% or less of the shares of the Company of which the exact amount is undetermined at this
      time. Analysis of the retention of such shares, has indicated that MDU Resources would not meet the definition of a related party as it will not be considered an “Affiliate,” is expected to record its investment in the Company using the fair value
      method of accounting under ASC 820, does not meet the definition of a “Principal Owner” and does not have significant influence over the management or policies of the Company. The Company considered the following factors when reviewing ASC 850-10-20
      and assessing whether MDU Resources is a related party:

          1.

            Affiliates of the entity.

    Following the completion of the separation, MDU Resources and the Company will no longer be affiliated entities. The Company will enter into a Stockholder and Registration Rights Agreement, the form of which is attached
      as Exhibit 4.1 to the Form 10, which is designed to ensure that MDU Resources does not have the power to direct the voting of the retained equity interest. Sections 3.01(a) and 3.01(b) of Exhibit 4.1 state that:

     “From the date of this Agreement and until the date that the Parent Group ceases to own any Remaining Shares, Parent shall, and shall cause each other member of the Parent Group to (in each case, to the extent
      that they then own any Remaining Shares), be present, in person or by proxy, at each and every SpinCo stockholder meeting, and otherwise to cause all Remaining Shares then owned by them to be counted as present for purposes of establishing a quorum
      at any such meeting, and to vote or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted or consented on any such matter, all such Remaining Shares in proportion to the votes cast by the other holders of
      SpinCo Shares on such matter.”

    “From the date of this Agreement and until the date that the Parent Group ceases to own any Remaining Shares, Parent hereby grants (emphasis added), and shall cause each other member of the Parent Group (in each
      case, to the extent that they own any Remaining Shares) to grant, an irrevocable proxy (emphasis added), which shall be deemed coupled with an interest sufficient in Law to support an irrevocable proxy to SpinCo (emphasis added) or its designees, to
      vote (emphasis added), with respect to any matter (including waivers of contractual or statutory rights), all Remaining Shares owned by them in proportion to the votes cast by the other holders of SpinCo Shares on such matter; provided that (i) such
      proxy shall automatically be revoked as to a particular Remaining Share upon any Transfer of such Remaining Share from a member of the Parent Group to a Person other than a member of the Parent Group and (ii) nothing in this Section 3.01(b) shall
      limit or prohibit any such Transfer.”

    The language included in the Stockholder and Registration Rights Agreement provides that MDU Resources will vote its retained equity interest in proportion to the vote of the non-MDU Resources stockholders of the Company
      (See Section 3.01(a) in Exhibit 4.1). In addition, MDU Resources will grant the Company an irrevocable proxy to vote its shares in such proportion, which will preclude MDU Resources’ ability to influence the Company (See Section 3.01(b) in Exhibit
      4.1). Based on this, the Company has determined that MDU Resources will not exert any control over Knife River through the retained shares and therefore would not be considered an affiliate.

          2.

            Entities for which investments in their equity securities would be required to be accounted for by the equity method by the investing entity.

    See the analysis completed under the criteria of ASC 323-10-15-6 below where it has been identified that MDU Resources would not have significant influence over the Company. MDU Resources, therefore, will not be required
      to account for its investment in the Company under the equity method and expects to account for its investment in the Company under the fair value method of accounting under ASC 820.

      U.S. Securities and Exchange Commission

        April 7, 2023

      Page 4

          3.

            Principal owners of the entity and members of their immediate families.

    MDU Resources will not be a principal owner of the Company, nor will any immediate family members of the MDU Resources’ board of directors or management team. MDU Resources has not determined the expected ownership of
      the Company at this time; however, it will not retain more than 19.9% of the common stock of the Company. Although the ownership percentage may exceed the 10% threshold identified in the FASB definition of “Principal Owner,” the Stockholder and
      Registration Rights Agreement outlines the voting rights of MDU Resources’ and is clear that MDU Resources retained interest will be voted in proportion to the votes of the non-MDU Resources stockholders of the Company and MDU Resources will grant an
      irrevocable proxy to the Company to ensure enforcement of this provision.  The Company has, therefore, concluded that MDU Resources will not have a voting interest of greater than 10%.  MDU Resources will not have the ability to influence decisions
      of the Company and, as a result, MDU Resources will not meet the definition of a “Principal Owner” of the Company.

          4.

            Management of the entity and members of their immediate families.

    MDU Resources will not be in a management role at the Company nor will any immediate family members of the MDU Resources board of directors or management team.

          5.

            Significant influence over the management or operating policies.

    The Company completed an analysis of ASC 323-10-15-6 and concluded that MDU Resources will not have the ability to exercise significant influence over the Company. The Company considered the following factors when
      reviewing ASC 323-10-15-6 and assessing whether MDU Resources is a related party.

    ASC 323-10-15-6 states the following: “Ability to exercise significant influence over operating and financial policies of an investee may be indicated in several ways, including the following:

          a.

            Representation on the board of directors

          b.

            Participation in policy-making processes

          c.

            Material intra-entity transactions

          d.

            Interchange of managerial personnel

          e.

            Technological dependency

          f.

            Extent of ownership by an investor in relation to the concentration of other shareholdings (but substantial or majority ownership of the voting stock of an investee by another investor does not necessarily preclude the ability to exercise
              significant influence by the investor).”

      U.S. Securities and Exchange Commission

        April 7, 2023

      Page 5

    ASC 323-10-15-7 further states: “Determining the ability of an investor to exercise significant influence is not always clear and applying judgment is necessary to assess the status of each investment.”

    ASC 323-10-15-8 states: “An investment (direct or indirect) of 20 percent or more of the voting stock of an investee shall lead to a presumption that in the absence of predominant evidence to the contrary an investor has
      the ability to exercise significant influence over an investee. Conversely, an investment of less than 20 percent of the voting stock of an investee shall lead to a presumption that an investor does not have the ability to exercise significant
      influence unless such ability can be demonstrated...”

          a.

            Representation on the board of directors.

    MDU Resources will not have representation on the board of directors of the Company, participation in the policy-making process of the Company, or disproportionate voting rights compared to other stockholders (indeed, it
      will have no voting rights, as described above). Each member of the Company’s board of directors will be independent of MDU Resources and elected through a stockholder vote in accordance with the Company’s certificate of incorporation and bylaws. As
      previously stated, because of the restrictions on MDU Resources’ ability to vote independently under the Stockholder and Rights Agreement, MDU Resources will not be able to influence the selection of directors.

          b.

            Participation in policy-making processes.

    The Company will have its own executive management team and board of directors. In addition, MDU Resources and the Company will enter into a Stockholder and Registration Rights Agreement in connection with the separation
      that will outline that MDU Resources will vote its retained interest in proportion to the votes cast by the Company’s other stockholders. In addition, MDU Resources will grant an irrevocable proxy to the Company, which will preclude MDU Resources’
      ability to influence decisions for the Company.

          c.

            Material intra-entity transactions.

    There will be a transition services agreement in place between MDU Resources and the Company at the time of the spin. The transition services agreement will include a maximum term of twenty-four months, however the
      agreement will terminate earlier if all services thereunder are effectively transitioned prior to such time. MDU Resources will provide certain services to the Company and vice versa, including financial reporting, tax, legal, risk management, human
      resources, information technology, insurance and other general and administrative functions. The agreement will be limited in duration and scope and will not give MDU Resources access to the Company’s organized workforce or substantive processes.
      None of the services specified under the transition services agreement will involve specialized goods or services.

          d.

            Interchange of managerial personnel.

    While there will be certain individuals that will provide services between the two companies under the transition services agreement noted previously, the executive manag

United States securities and exchange commission logo
March 21, 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
Registration Statement on Form 10-12B
Filed March 10, 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.
Form 10 filed on March 10, 2023
Notes to Unaudited Pro Forma Consolidated Financial Statements
Note 2 - Transaction Accounting Adjustments, page 58
1.Please expand your disclosure to clarify the nature of the additional employee-related
assets and obligations that will be given pro forma effect in adjustment C.
2.We note the reclassification of certain transactions historically included in related-party
accounts to be given pro forma effect in adjustment D. Please tell us more about your
conclusion that the 19.9% retention of Knife River Holding Company by MDU Resources
is not reflective of a related-party relationship as contemplated in FASB ASC 850.

 FirstName LastNameDavid L.  Goodin
 Comapany NameKnife River Holding Company
 March 21, 2023 Page 2
 FirstName LastName
David L.  Goodin
Knife River Holding Company
March 21, 2023
Page 2
Note 3 - Autonomous Entity Adjustments, page 60
3.Please expand your disclosures for pro forma adjustments J and K to describe any material
uncertainties and assumptions associated with each autonomous entity adjustment.
            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

CORRESP
1
filename1.htm

    [Letterhead of Wachtell, Lipton, Rosen & Katz]

    March 10, 2023

    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:

            Jennifer O’Brien

              Shannon Buskirk

              George K. Schuler

              Anuja Majmudar

              Kevin Dougherty

          Re:

            Knife River Holding Co.

              Amendment No. 1 Draft Registration Statement on Form 10-12B

              Submitted February 3, 2023

              CIK No. 0001955520

    Ladies and Gentlemen:

    On behalf of our client, Knife River Holding Company (“Knife River” or the “Company”), currently a wholly owned subsidiary of MDU Resources Group, Inc. (“MDU Resources”), this letter responds to the
      comments from the Staff of the Division of Corporation Finance (the “Staff”) that were set forth in your letter dated February 15, 2023 (the “Comment Letter”), with respect to the above-referenced Draft Registration Statement on Form 10
      (the “Registration Statement”).  The Company is concurrently publicly filing its Registration Statement on Form 10 (the “Form 10”) electronically via EDGAR.

    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 response on behalf of the Company.  Terms
      not otherwise defined in this letter shall have the meanings set forth in the Form 10.  All page references in the responses set forth below refer to pages of the Form 10.

    U.S. Securities and Exchange Commission

    March 10, 2023

    Page 2

    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 disclosures accordingly.

    Response:  The Company respectfully directs the Staff to pages F-29 – F-31 of the Form 10, where the business segment information is presented. The additional significant items disclosed would be EBITDA,
      capital expenditures, and property, plant and equipment. The Company feels they adequately include the information necessary for both capital expenditures and property, plant and equipment and do not require further reconciliations within the
      footnote. Further, the Company did include a reconciliation for EBITDA but it required revision and is noted below as such.

    The presentation of capital expenditures can be reconciled to the statement of cash flows using the footnote that is currently included at the bottom of the table. The purpose of the footnote is to include
      non-cash amounts that are included in these totals but not included in the statement of cash flows. The Company has revised the footnote to include the dollar amounts in thousands instead of millions. Please see the following table that shows this
      reconciliation:

            2022

            2021

            2020

            Business Segment Note

            Capital Expenditures

            181,847

            417,524

            191,635

            Non-Cash Adjustments from Footnote

            (5,430)

             (8,077)

            916

            Total

            176,417

            409,447

            192,551

            Statement of Cash Flows

            Capital Expenditures

            (178,162)

            (174,229)

            (135,870)

            Acquisitions, net of cash acquired

            1,745

            (235,218)

            (56,681)

            Total

            (176,417)

            (409,447)

            (192,551)

    The presentation of property, plant and equipment currently ties to both the balance sheet and the Note 7 – Property, Plant and Equipment.

    The Company has revised the disclosure on page F-31 of the Form 10 to include a table presenting the reconciliation of reportable segment EBITDA to consolidated income before income taxes following the example in
      ASC 280-10-55-48 and 49.

      -2-

      U.S. Securities and Exchange Commission

      March 10, 2023

      Page 3

    *     *     *     *     *

    If you have any questions concerning the Registration Statement or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 403-1056 or
      JLRobinson@wlrk.com or my colleague, Travis C. Anderson-Hamilton, at (212) 403-1170 or TCAnderson-Hamilton@wlrk.com.

            Sincerely,

            John L. Robinson

          cc:

            Karl A. Liepitz, Vice President, General Counsel

              and Secretary, MDU Resources Group, Inc.

              Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz

  -3-

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

United States securities and exchange commission logo
January 13, 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
Draft Registration Statement on Form 10-12B
Submitted December 14, 2022
CIK No. 0001955520
Dear David L. Goodin:
            We have reviewed your 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.
Draft Registration Statement on Form 10-12B
Information Statement Summary
Summary Historical Consolidated Financial Data
Consolidated Balance Sheet, page 18
1.We note your disclosure of Working capital, which does not appear to be consistent with
the definition of working capital as defined in the FASB Codification Master Glossary.
Tell us how you considered whether your disclosure of Working capital is a non-GAAP
measure per Item 10(e) of Regulation S-K.

 FirstName LastNameDavid L.  Goodin
 Comapany NameKnife River Holding Co
 January 13, 2023 Page 2
 FirstName LastNameDavid L.  Goodin
Knife River Holding Co
January 13, 2023
Page 2
Risk Factors
Significant changes in prices for commodities, labor, or other production and delivery inputs
could negatively affect ..., page 19
2.We note your risk factor indicating that inflationary pressures could affect your prices and
supply and demand for your products and services, etc. We further note disclosure on
page 73 regarding the inflationary impact on your margins. Please update this risk factor if
recent inflationary pressures have materially impacted your operations. In this regard,
identify the types of inflationary pressures you are facing and how your business has been
affected. As part of your disclosure, identify actions planned or taken, if any, to mitigate
inflationary pressures.
The Separation and Distribution, page 40
3.Please revise to disclose whether the MDU Resources board of directors considered
alternatives to the spin-off transaction, or a spin-off of Knife River and MDU's
Construction Services business as a combined entity, and, if so, why those alternatives
were not pursued.
Selected Historical Consolidated Financial Data
Non-GAAP Financial Measures, page 49
4.We note your presentation of EBITDA and your statement that it is “calculated by adding
back interest expense and depreciation, depletion and amortization expense to income
(loss) before income taxes.” However, net income as presented in the statement of
operations is the GAAP measure intended by the term "earnings" in the calculation of
EBITDA in Exchange Act Release No. 47226.  Refer to Item 10(e)(i)(B) of Regulation S-
K and Questions 103.01 and 103.02 of the Compliance and Disclosure Interpretations for
Non-GAAP Financial Measures, and revise your disclosure accordingly. This comment
applies to the qualitative and quantitative reconciliation disclosures on page 87 as well.
5.We note the disclosure of EBITDA margin in other sections of your submission.  Please
expand your disclosures here to identify EBITDA Margin as a Non-GAAP measure and
provide the disclosures required by Item 10(e) of Regulation S-K and Regulation G.
Business
Business Segments, page 56
6.We note your reference under this heading and elsewhere in the submission to “net
revenue.” Please clarify what is meant by referring to revenue on a net basis, which is not
consistent with the presentation of revenue on the consolidated statements of income.
Aggregate sites and reserves, page 68
7.We reviewed your reserve disclosure and noted the sale price for your salable products
which serves as a basis for your reserve determination was not disclosed in your filing as

 FirstName LastNameDavid L.  Goodin
 Comapany NameKnife River Holding Co
 January 13, 2023 Page 3
 FirstName LastNameDavid L.  Goodin
Knife River Holding Co
January 13, 2023
Page 3
required by the footnotes to Tables 1 and 2 of paragraph (b) of Item 1303 of Regulation S-
K.  Please modify your filing to include your reserve price for your properties with your
reserve tables.
8.Please report your mine site production and ownership/lease status by division (regional)
and type (aggregate or sand and gravel) to correspond to your reserve reporting.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Segment Financial and Operating Data, page 76
9.Please revise the discussion and analysis of operating results where the financial
statements reflect material changes from period-to-period in one or more line items,
including where material changes within a line item offset one another, to describe the
underlying reasons for these material changes in quantitative and qualitative terms. Refer
to Item 303 of Regulation S-K. As one example, we note the decrease in gross profit
experienced in the Pacific reportable segment on page 77 is attributed to higher fuel,
material and production costs, partially as a result of inflationary pressures, but that these
costs were somewhat offset by the higher average selling prices. As another example, the
increase in net revenue in the Northwest reportable segment is attributed to higher sales
volumes and higher average selling prices on products. Refer to Item 303(b)(2)(iii)) for
guidance on describing the reasons for changes from period to period in revenue.
Critical Accounting Estimates
Goodwill, page 86
10.We note your statement that “At October 31, 2021, the fair value of Knife River
substantially exceeded the carrying value.” Please further revise this statement to clarify
that material goodwill does not exist at reporting units that are at risk of failing step one or
that no reporting units are at risk.
Description of Knife River Holding Company's Capital Stock
Exclusive Forum , page 113
11.We note your disclosure here and on page 37 that your forum selection provision in your
amended and restated certificate of incorporation will identify the state courts located
within the State of Delaware (or, if no state court located within the State of Delaware has
jurisdiction, the federal district court for the District of Delaware) as the exclusive forum
for certain litigation, including any “derivative action.” Please disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act. If so, please
also state that there is uncertainty as to whether a court would enforce such provision. If
the provision applies to Securities Act claims, please also state that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder. In
that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder.  If this provision does not apply

 FirstName LastNameDavid L.  Goodin
 Comapany NameKnife River Holding Co
 January 13, 2023 Page 4
 FirstName LastNameDavid L.  Goodin
Knife River Holding Co
January 13, 2023
Page 4
to actions arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in the governing documents states this clearly.
Notes to the Consolidated Financial Statements
Note 3 - Significant Accounting Policies
Revenue recognition, page F-12
12.We note your statement that the “nature of the services provided generally include
integrating a set of services and related construction materials into a single project to
create a distinct bundle of goods and services, which is then evaluated to determine
whether a separate performance obligation exists.” Please revise to disclose how you
determine the transaction price for your contracts, including any methods, inputs and
assumptions used, and how you allocate the transaction price, including how you estimate
the stand-alone selling price. Refer to FASB ASC 606-10-50-20.
13.Your disclosure indicates that you estimate the amount of revenue to be recognized on
variable consideration using estimation methods that best predict the most likely amount
of consideration you expect to be entitled to or expect to incur. Please revise to disclose
information about the methods, inputs, and assumptions used in estimating variable
consideration and in assessing whether an estimate of variable consideration is
constrained. Refer to FASB ASC 606-10-50-20.
Property, plant and equipment, page F-14
14.We note that additions to property, plant and equipment are recorded at cost and that you
deplete Aggregate reserves using the units-of-production method based on recoverable
aggregate reserves. Please expand your disclosures to explain how you account for your
mining activities. Specifically, we note your properties are currently in various stages of
exploration, development and production. The expanded disclosures should identify how
you account for these activities at each stage as well as identify where these amounts are
accounted for in your financial statements. For example, identify where you have
expensed exploration and evaluation costs. Clarify your capitalization policy for your
Aggregate reserves balance and the type(s) of reserves used as the basis for your units-of-
production method. Describe the production costs incurred and what amounts are included
in inventory or cost of revenue.
Note 4 - Disaggregation of Revenue, page F-16
15.Please tell us your consideration of providing additional disaggregation of revenue based
on the disclosures on page 65 for Contracting Services Revenue Breakdown.
Note 16 - Business Segment Data, page F-28
16.We note you include the All Other category in the reconciliations provided on pages F-28
and F-29. Please tell us how these disclosures provided in response to FASB ASC 280-10-
50-30 appropriately reflect reconciliations of the total of the reportable segments to your

 FirstName LastNameDavid L.  Goodin
 Comapany NameKnife River Holding Co
 January 13, 2023 Page 5
 FirstName LastNameDavid L.  Goodin
Knife River Holding Co
January 13, 2023
Page 5
consolidated amounts. Refer also to FASB ASC 280-10-50-15 and FASB ASC 280-10-
55-48 and 55-49.
Exhibits
17.We note your disclosure that in connection with the separation and distribution, Knife
River Holding Company anticipates that it will incur short-term and long-term
debt.  Please file a copy of these agreements as exhibits when they are available.  Refer to
Item 601(b) of Regulation S-K.
General
18.We note your disclosure that no vote of MDU Resources stockholders is required in
connection with the spin-off.  Please provide us with a legal analysis regarding the basis
for that statement.
19.Please provide an analysis of whether the distribution of the Knife River Holding
Co. shares to the shareholders of MDU Resources Group constitutes a sale under Section
2(a)(3) of the Securities Act. We note your disclosure that MDU Resources will retain up
to 19.9 percent of the outstanding shares of Knife River Holding Company common stock
following the distribution. You further discuss that MDU Resources intends to dispose of
all shares of Knife River Holding Company common stock that it retains after the
distribution; such dispositions may include one or more exchanges of shares of the Knife
River Holding Company common stock for debt, distributions to MDU Resources
stockholders, exchanges for MDU Resources shares or one or more sales of such shares
for cash. As part of your response, explain whether the transactions in connection with the
distribution would fundamentally alter the nature of the MDU Resources shareholders’
investment such that the shareholders are providing value for the Knife River shares, and
discuss the shareholders economic and voting interests in MDU Resources prior to the
transactions compared to their economic and voting interests in MDU Resources and
Knife River after the transactions.

 FirstName LastNameDavid L.  Goodin
 Comapany NameKnife River Holding Co
 January 13, 2023 Page 6
 FirstName LastName
David L.  Goodin
Knife River Holding Co
January 13, 2023
Page 6
            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