What the changes say
- Climate risk now includes physical disruptions from severe weather, while sustainability scrutiny and greenwashing concerns are newly highlighted.
- Debt increased to $1,181.1 million from $690.0 million, including $756 million of term loans.
- Strata acquisition and Separation risks were removed, while shareholder dilution was reframed as a current risk.
- MEPP risks now include other employers’ withdrawals potentially increasing Knife River’s required contributions.
What changed since the prior 10-K
New
- NewLegal and Regulatory Compliance Risks
Stakeholder actions and regulatory activity related to sustainability matters, particularly climate change and reducing GHG emissions, could adversely impact our operations, costs of or access to capital and impact or limit business plans
Investors, customers, employees, lenders, and regulators may demand sustainability practices, while greenwashing accusations could damage reputation, capital access, costs, or business plans.
- NewFinancial and Accounting Risks
Stockholder percentage of ownership in us may be diluted in the future
Equity awards, acquisitions, capital raises, or preferred stock issuances could dilute ownership, voting power, or the value of common stock.
Dropped
- DroppedFinancial and Accounting Risks
classified as being in one of these statuses are required to adopt Rehabilitation Plans or Funding Improvement Plans to improve their funded status through increased contributions, reduced benefits or a combination of the two
- DroppedFinancial and Accounting Risks
We have minimal history of operating as an independent, public company, and our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results
- DroppedFinancial and Accounting Risks
United States federal income tax consequences may restrict our ability to engage in certain desirable strategic or capital-raising transactions after the Separation
- DroppedFinancial and Accounting Risks
We may not achieve some or all of the expected benefits of the Separation, and the Separation may materially and adversely affect our financial position, results of operations and cash flows
- DroppedFinancial and Accounting Risks
Our stockholders’ percentage ownership in our company may be diluted because of equity awards that have been and will be granted to our directors, officers and employees or otherwise as a result of equity issuances for acquisitions or capital market transactions
- DroppedFinancial and Accounting Risks
We may not be able to fully realize the benefits from the Acquisition
- DroppedFinancial and Accounting Risks
The announcement and pendency of the Acquisition may have an adverse effect on our results of operations
- DroppedFinancial and Accounting Risks
Completion of the Acquisition is subject to conditions beyond our control that may prevent, delay or otherwise adversely affect its completion in a material way, including, but not limited to, those described herein
- DroppedFinancial and Accounting Risks
The incurrence by us of substantial indebtedness in connection with the financing of the Acquisition may have an adverse impact on our liquidity, limit our flexibility in responding to other business opportunities, and increase our vulnerability to adverse economic and industry conditions
- DroppedFinancial and Accounting Risks
We have incurred, and will continue to incur, transaction fees and costs in connection with the Acquisition
Reworded
- 94% rewrittenLegal and Regulatory Compliance Risks
The insurance industry has been and may be adversely affected by severe weather events, which may impact availability of insurance coverage, insurance premiums and insurance policy terms
The focus shifted from climate-related regulation, energy costs, and capital access to physical property damage and severe-weather production disruptions.
- 90% rewrittenFinancial and Accounting Risks
We participate in MEPPs for employees represented by certain unions. We are required to make contributions to these plans in amounts established under numerous collective bargaining agreements between our operating subsidiaries and those unions
Adds that withdrawals by other MEPP employers could force Knife River to increase contributions for unfunded liabilities.
- 67% rewrittenFinancial and Accounting Risks
If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, Knife River’s stock price and trading volume could decline
Removes the former analyst-coverage risk’s separate dilution language; dilution is now addressed in risk 35.
Was: If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline
- 66% rewritten
Our operations could be negatively impacted by import tariffs and/or other government mandates
No substantive change; the tariff and trade-policy warning retains the same cement, steel, lead-time, and cost concerns.
- 52% rewrittenFinancial and Accounting Risks
Provisions in the Company’s second amended and restated certificate of incorporation and second amended and restated bylaws and Delaware law may prevent or delay an acquisition of Knife River, which could decrease the trading price of Knife River common stock
Updates references to Knife River’s second amended governance documents and standardizes company terminology without changing the takeover threats.
Was: Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law may prevent or delay an acquisition of Knife River, which could decrease the trading price of our common stock
- 49% rewrittenFinancial and Accounting Risks
The trading market for Knife River common stock has existed only a relatively short period, and the market price and trading volume of its common stock may fluctuate significantly
Only company-name wording changed; the warning about volatile trading prices and volume remains materially the same.
Was: The trading market for our common stock has existed only a short period, and the market price and trading volume of our common stock may fluctuate significantly
- 44% rewrittenFinancial and Accounting Risks
We have substantial indebtedness and may incur substantial additional indebtedness, which could adversely affect our business, profitability and its ability to meet obligations
Reports debt rising from $690.0 million to $1,181.1 million, with term loans increasing to $756 million and the revolver to $500 million.
Was: We have substantial indebtedness and may incur substantial additional indebtedness, which could adversely affect our business, profitability and our ability to meet obligations
- 44% rewrittenLegal and Regulatory Compliance Risks
Changes in tax law may negatively affect our business
Removes specific 2026 Tax Cuts and Jobs Act expiration and global minimum-tax examples, while retaining broader risks from tax-rate and deduction changes.
- 37% rewrittenFinancial and Accounting Risks
Despite our current level of indebtedness, we may be able to incur substantially more debt, which could increase the risks to our financial condition
Was: Despite our current level of indebtedness, we may be able to incur substantially more debt, which could increase the risks to our financial condition described above
- 36% rewritten
Significant changes in prices for commodities, labor, or other production and delivery inputs could negatively affect our businesses
- 33% rewrittenFinancial and Accounting Risks
We cannot guarantee the timing, declaration, amount or payment of dividends, if any, on our common stock
- 28% rewrittenFinancial and Accounting Risks
A lowering or withdrawal of the ratings, outlook or watch assigned to Knife River or its debt by rating agencies may increase our future borrowing costs and reduce our access to capital
Was: A lowering or withdrawal of the ratings, outlook or watch assigned to us or our debt by rating agencies may increase our future borrowing costs and reduce our access to capital
- 26% rewritten
Artificial intelligence presents risks and challenges that can negatively impact our business by posing security risks to our confidential information, proprietary information and personal data
Was: Artificial intelligence presents risks and challenges that can impact our business by posing security risks to our confidential information, proprietary information and personal data
- 26% rewrittenLegal and Regulatory Compliance Risks
We may be negatively impacted by pending and/or future litigation, claims or investigations
- 26% rewritten
We are exposed to risk of loss resulting from the nonpayment and/or nonperformance by our customers and counterparties
Was: We are exposed to risk of loss resulting from the nonpayment and/or nonperformance of our customers and counterparties
- 25% rewritten
Our business is based in large part on government-funded infrastructure projects and building activities, and any reductions or reallocation of spending or related subsidies in these areas could adversely impact us
Was: Our business is based in large part on government-funded infrastructure projects and building activities, and any reductions or reallocation of spending or related subsidies in these areas could have an adverse effect on us
- 22% rewritten
Our accounting systems and our ability to collect information and invoice customers for products and services could be disrupted. If our operations are disrupted, it could result in decreased revenues and remediation costs that could adversely affect our results of operations and cash flows
- 21% rewrittenHuman Capital Risks
Increasing costs associated with health care plans may adversely affect our results of operations
- 20% rewritten
Our success depends, in part, on the ability to execute on our acquisition strategy, to successfully integrate acquired businesses and to retain key employees of acquired businesses
Was: Our success depends, in part, on our ability to execute on our acquisition strategy, to successfully integrate acquired businesses and to retain key employees of acquired businesses
All 38 risk factors
Headings as the filing states them, in filing order.
Other
- 01We operate in a highly competitive industry
- 02We may not be able to secure, permit or economically mine strategically located aggregate reserves
- 03We are exposed to risk of loss resulting from the nonpayment and/or nonperformance by our customers and counterparties26% rewritten
- 04Our success depends, in part, on the ability to execute on our acquisition strategy, to successfully integrate acquired businesses and to retain key employees of acquired businesses20% rewritten
- 05In addition, potential acquisitions may be in states in which we do not currently operate, which could result in unforeseen operating difficulties and difficulties in coordinating geographically dispersed operations, personnel and facilities
- 06Technology disruptions or cyberattacks could adversely impact operations
- 07Our accounting systems and our ability to collect information and invoice customers for products and services could be disrupted. If our operations are disrupted, it could result in decreased revenues and remediation costs that could adversely affect our results of operations and cash flows22% rewritten
- 08Artificial intelligence presents risks and challenges that can negatively impact our business by posing security risks to our confidential information, proprietary information and personal data26% rewritten
- 09We may be unable to protect our intellectual property, or may be alleged to have infringed upon the intellectual property rights of others, which could result in a loss of our competitive advantage and a diversion of resources
- 10Pandemics may have a negative impact on our business operations, revenues, results of operations, liquidity and cash flows
- 11Our business is seasonal and subject to weather conditions that could adversely affect our operations
- 12Significant changes in prices for commodities, labor, or other production and delivery inputs could negatively affect our businesses36% rewritten
- 13Supply chain disruptions may adversely affect our operations
- 14Our operations could be negatively impacted by import tariffs and/or other government mandates66% rewritten
- 15Our business is based in large part on government-funded infrastructure projects and building activities, and any reductions or reallocation of spending or related subsidies in these areas could adversely impact us25% rewritten
- 16Economic volatility affects our operations, as well as the demand for our products and services
Legal and Regulatory Compliance Risks
- 17We may be negatively impacted by pending and/or future litigation, claims or investigations26% rewritten
- 18Unexpected factors affecting self-insurance claims and reserve estimates could adversely affect us
- 19Our operations are subject to environmental laws and regulations that may increase costs, impact or limit business plans, or expose us to environmental liabilities
- 20Our operations could be adversely impacted by sever weather events, including as a result of climate change
- 21The insurance industry has been and may be adversely affected by severe weather events, which may impact availability of insurance coverage, insurance premiums and insurance policy terms94% rewritten
- 22Stakeholder actions and regulatory activity related to sustainability matters, particularly climate change and reducing GHG emissions, could adversely impact our operations, costs of or access to capital and impact or limit business plansNew
- 23Changes in tax law may negatively affect our business44% rewritten
Human Capital Risks
- 24Our operations may be negatively affected if we are unable to obtain, develop and retain key personnel and skilled labor forces
- 25Increasing costs associated with health care plans may adversely affect our results of operations21% rewritten
Financial and Accounting Risks
- 26Aggregate resource and reserve calculations are estimates and subject to uncertainty
- 27Backlog may not accurately represent future revenue and gross margin
- 28We operate in a capital-intensive industry and are subject to capital market and interest rate risks
- 29We have two frozen defined benefit pension plans for certain current and former employees. Assumptions regarding future costs, returns on investments, interest rates and other actuarial assumptions have a significant impact on the funding requirements and expense recorded relating to these plans
- 30We participate in MEPPs for employees represented by certain unions. We are required to make contributions to these plans in amounts established under numerous collective bargaining agreements between our operating subsidiaries and those unions90% rewritten
- 31We have substantial indebtedness and may incur substantial additional indebtedness, which could adversely affect our business, profitability and its ability to meet obligations44% rewritten
- 32Despite our current level of indebtedness, we may be able to incur substantially more debt, which could increase the risks to our financial condition37% rewritten
- 33A lowering or withdrawal of the ratings, outlook or watch assigned to Knife River or its debt by rating agencies may increase our future borrowing costs and reduce our access to capital28% rewritten
- 34The trading market for Knife River common stock has existed only a relatively short period, and the market price and trading volume of its common stock may fluctuate significantly49% rewritten
- 35If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, Knife River’s stock price and trading volume could decline67% rewritten
- 36Stockholder percentage of ownership in us may be diluted in the futureNew
- 37We cannot guarantee the timing, declaration, amount or payment of dividends, if any, on our common stock33% rewritten
- 38Provisions in the Company’s second amended and restated certificate of incorporation and second amended and restated bylaws and Delaware law may prevent or delay an acquisition of Knife River, which could decrease the trading price of Knife River common stock52% rewritten
Other Knife River 10-Ks
- FY2024 10-K risk factors46 risks
Knife River faces high vulnerability to weather seasonality, government infrastructure spending shifts, and local aggregate permitting challenges. The company carries $690 million in debt and navigates risks tied to its recent spin-off from MDU Resources. Acquisitions and input commodity price swings heavily influence operating results.
Filed Feb 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.