UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-10810

KIEWIT ROYALTY TRUST

(Exact name of registrant as specified in its charter)

Nebraska		47-6131402
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Trust Division
U.S. Bank National Association
1700 Farnam Street
Omaha, Nebraska 68102

(Address of principal executive offices and zip code)

(402) 536-5100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
None	None	None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☑		Smaller reporting company ☑
						Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☑

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KIEWIT ROYALTY TRUST

FORM 10-Q

For the Three and Six Months Ended June 30, 2021

INDEX

	Page
Part I. FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Item 2. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 4. Controls and Procedures	9
Part II. OTHER INFORMATION	9
Item 1. Legal Proceedings	9
Item 6. Exhibits	10

Forward-Looking Statements

This Form 10-Q, including specifically the section entitled "Trustee’s Discussion and Analysis of Financial Condition and Results of Operations," includes "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor created thereby. All statements, other than statements of historical fact, included in this Form 10-Q are forward-looking statements. Such statements include, without limitation, certain statements regarding the Trust’s financial position, industry conditions and other matters contained in this Form 10-Q. Although the Trustee believes that the expectations reflected in such forward-looking statements are reasonable, such expectations are subject to numerous risks and uncertainties, and the Trustee can give no assurance that they will prove to be correct. There are many factors, none of which is within the Trustee’s control, that may cause such expectations not to be realized, including, among other things, factors identified in the Trust's Form 10-K for the year ended December 31, 2020.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

KIEWIT ROYALTY TRUST

CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND TRUST CORPUS

June 30, 2021 and

December 31, 2020

(unaudited)


	June 30,		December 31,
	2021		2020
Assets
Cash and cash equivalents	$	62,360	$	288,282
Royalty and overriding royalty interests in coal leases		167,817		167,817
Less accumulated amortization		(167,817)		(167,817)
Net royalty and overriding royalty interests in coal leases		—		—
Total assets	$	62,360	$	288,282

Liabilities
Distributions payable to unit holders	$	—	$	288,282
Trust reserve	$	62,360	$	—


Total liabilities and trust corpus	$	62,360	$	288,282

The accompanying notes are an integral part of the condensed financial statements.

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KIEWIT ROYALTY TRUST

CONDENSED STATEMENTS OF DISTRIBUTABLE INCOME

For the three and six months ended June 30, 2021 and 2020

(unaudited)


	Three Months Ended June 30,
	2021		2020

Royalty income	$	44,874	$	50,936
Interest income		1		10
Trust expenses		(37,331)		(58,183)
Trust reserve		(7,544)		—
Distributable income	$	—	$	(7,237)
Distributable income per unit	$	—	$	(0.000573)


	Six Months Ended June 30,
	2021		2020

Royalty income	$	142,135	$	651,673
Interest income		2		496
Trust expenses		(79,777)		(83,183)
Trust reserve		(62,360)		—
Distributable income	$	—	$	568,986
Distributable income per unit	$	—	$	0.045038

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CONDENSED STATEMENTS OF CHANGES IN TRUST CORPUS

For the three and six months ended June 30, 2021 and 2020

(unaudited)


	Six Months Ended June 30,
	2021		2020

Trust corpus at January 1, 2021 and 2020	$	—	$	—
Distributable income		54,816		576,223
Distributions payable to unit holders		—		—
Trust reserve		(54,816)		(576,223)

Trust corpus at March 31, 2021 and 2020		—		—

Distributable income		(62,360)		(7,237)
Distributions payable to unit holders		—		(568,986)
Trust reserve		62,360		576,223
Trust corpus at June 30, 2021 and 2020	$	—	$	—

The accompanying notes are an integral part of the condensed financial statements.

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KIEWIT ROYALTY TRUST

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

Basis of Presentation

The accompanying condensed financial statements have been prepared in accordance with the instructions for Form 10-Q and do not necessarily include all of the information and footnotes required by U.S. generally accepted accounting principles (GAAP) for complete financial statements. In the opinion of U.S. Bank National Association, as sole trustee of the Trust (the "Trustee"), all adjustments necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2020.

Summary of Significant Accounting Policies

(a) Basis of Accounting:

The condensed financial statements of the Trust, as prepared on the modified cash basis, reflect the Trust's assets, liabilities, trust corpus, and distributable income as follows:

Royalty income and interest income are recognized in the month in which amounts are received by the Trust.

Trust expenses, consisting principally of routine general and administrative costs, include payments made during the accounting period.

Reserves for liabilities that are contingent or uncertain in amount may also be established if considered necessary.

Net royalty and overriding royalty interests that are producing properties are amortized using the unit-of-production method. This amortization is shown as a reduction of Trust corpus.

Distributions to Unit Holders are recognized when declared by the Trustee.

Production withholding taxes withheld from Unit Holder distributions and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from royalty income in the condensed statement of distributable income.

These condensed statements differ from financial statements prepared in accordance with GAAP and were prepared on the modified cash basis of reporting, which is considered to be the most meaningful because Distributions to Unit Holders are based on net cash receipts. This comprehensive basis of accounting, other than GAAP, corresponds to the accounting permitted for royalty trusts by the U.S. Securities and Exchange Commission as specified by Staff Accounting Bulletin Topic 12E, Financial Statements of Royalty Trusts.

The condensed financial statements of the Trust differ from financial statements prepared in conformity with United States generally accepted accounting principles (GAAP) because of the following:

●

Royalty income and interest income are recognized in the month received rather than in the month of production.

●

Expenses generally are not accrued.

●

Amortization of the net royalty and overriding royalty interests is shown as a reduction to Trust corpus and not as a charge to operating results.

●

Reserves may be established for contingencies that would not be recorded under GAAP.

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(b) Cash and Cash Equivalents:

The Trust considers all highly liquid financial instruments with original maturities of three months or less when purchased to be cash equivalents.

(c) Related Party:

The Trust was organized to provide an efficient, orderly and practical means of administering the income received from royalty interests and is administered by the Trustee. Pursuant to the terms of the Trust Indenture, the Trust pays the Trustee an annual fee of $100,000. The Trustee may adjust this fee annually in its sole discretion. The Trust pays a Trustee fee of $25,000 per quarter as long as the Trust has sufficient royalty income to make such payments. Going forward, it is unknown how long the Trust can continue to make these quarterly payments.

(d) Impact of COVID-19:

On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The Trust cannot reasonably estimate the length or severity of this pandemic, and the Trust currently cannot anticipate the impact on its financial results or results of operations for fiscal 2021. Further, the pandemic has had a significant impact on the coal industry and the Trust is heavily reliant on revenue from coal mines.

(e) Subsequent Events:

On July 28^th, 2021, the Trust entered into a agreement with Navajo Transitional Energy Company, LLC (“NTEC”) pursuant to which NTEC has agreed to purchase certain overriding royalty interests owned by the Trust in lease MTM-069782 and MTM-110692. The agreement is subject to various closing conditions, including either court approval or Unit Holder approval of the transaction. At closing, the Trust has agreed to convey to NTEC the leases free and clear of all liens in exchange for a total cash value of $105,000, less advance minimum royalties previously received by the Trust of $20,715.67, for an anticipated cash payment of $84,274.33.

(f) Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. While the Trust reported income for the periods presented, the Trust receives substantially all of its royalty payments from the Decker Mine, which filed for bankruptcy in December 2020. After the bankruptcy filing, Decker Mine curtailed its mining operations, and in first quarter 2021, ceased its mining operations. Other than the royalty payments received from the mines, the Trust does not have any other established source of revenues sufficient to cover its operating costs.

Management has assessed the Trust’s ability to continue as a going concern based on the following factors: (i) the Trust’s primary source of revenue, the Decker Mine, recently filed for bankruptcy and ceased mining activity, and the Trust anticipates that the Trust will not receive any additional royalty payments in the foreseeable future, if at all, and (ii) without the Decker Mine, the Trust does not have any additional sources of liquidity, unless it consummates the sale of the Trust assets, and the sale of the royalty interests are subject to legal approvals and market conditions. As a result, the Trust projects that it will not have sufficient cash on hand to meet its obligations as they become due within one year of the date that the financial statements are issued. These conditions, among others, raise substantial doubt about the Trust’s ability to continue as a going concern.

To alleviate the identified conditions and consistent with the terms of the Trust Indenture, the Trust has executed an agreement to sell certain interests in royalty interests held by the Spring Creek Mine and intends to sell all other royalty interests at a public auction in September 2021 to monetize the royalty interests. Refer to note (e) describing the sale of certain royalty interests to NTEC. In addition, the Trust has filed a proof of claim in the bankruptcy court for the royalty income from Decker Mine and has established a reserve for cash received to cover future expenses. However, these plans have not been finalized and are not within the Trust’s control, and therefore cannot be deemed probable. As such, there is no assurance that the Trust’s plans are probable of being implemented.

The Trust has concluded that management’s plans do not alleviate substantial doubt regarding the Trust’s ability to continue as a going concern.

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The Trust’s financial statements currently do not include any adjustments that might result from the outcome of any uncertainly as to the Trust’s ability to continue as a going concern.

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Item 2. Trustee’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview.

Kiewit Royalty Trust (the "Trust") is a royalty trust with royalty and overriding royalty interests in certain coal leases. The Trust was formed for the purposes of administering the income received from such coal leases and distributing such income (together with interest earned thereon, if any, less payment of or provision for obligations) to the holders of the units of beneficial interest.

During the three month and six month periods ended June 30, 2021, the Trust received a total of $44,874 and $142,135, respectively, of royalty and overriding royalty payments, net of production expenses. The following table reflects the royalty and overriding royalty payments, net of production expenses, received by the Trust at the following mines:


	Three Months Ended
	June 30,
	2021		2020
Decker Mine	$	44,874	$	50,936
Spring Creek Mine		—		—
Total Royalty Income	$	44,874	$	50,936


	Six Months Ended
	June 30,
	2021		2020
Decker Mine	$	142,135	$	651,673
Spring Creek Mine		—		—
Total Royalty Income	$	142,135	$	651,673

Decker Mine. Royalty and overriding royalty amounts received by the Trust from the Decker Mine decreased to $44,874 during the second quarter of 2021, as compared to $50,936 received during the same period in 2020. During the six month period ended June 30, 2021, the royalty amounts decreased substantially by $509,538, or approximately 78%, as compared to the same period in 2020. Until 2021, when the Decker Mine announced cessation of mining activities, the primary producer currently was an East Decker Mine, which in recent years was the only lease actively producing. The changes this quarter, as well as during the first six months of 2021, resulted from the cession of mine operations. The royalty payment received in second quarter related to first quarter production before the Decker Mine announced that it would no longer be mining.

In December 2020, Lighthouse Resources, Inc., the owner of the Decker Mine, filed for Chapter 11 bankruptcy, in the United States Bankruptcy Court for the District of Delaware (Case No. 20-13056(JTD)). Lighthouse initially reduced operations at the Decker Mine, and in first quarter 2021, the Decker Mine ceased operations. The Trust is actively monitoring the bankruptcy filings, and is an unsecured creditor in the bankruptcy case. In light of the pending bankruptcy, the Trust no longer believes that it will receive additional royalty payments from the Decker Mine, and as an unsecured creditor in the bankruptcy case, it is unlikely the Trust will receive any payments from the bankruptcy trustee. At this time, the Mine has indicated no additional royalty payments will be made to the Trust in the future.

The Trust intends to auction its interests in the Decker Mine leases in order to monetize these agreements. The auction is anticipated in September 2021, and it is unknown whether the Trust will have any bidders for these assets. Following the auction, any sale transaction will be subject to court approval or Unit Holder approval. If the auction is successful and NTEC purchases the interests in the Spring Creek Mines, the Trust intends to petition the applicable court to liquidate and wind up the operations of the Trust pursuant to the terms of the Trust Indenture.

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Spring Creek Mine. The Trust did not receive any royalty payments from the Spring Creek Mine during the first six months of 2021 or 2020. Royalties with respect to this mine are typically paid during the second half of each calendar year but the timing of the first payment varies, and it can be received at the end of the second quarter or beginning of the third quarter. However, it is unknown whether the Trust will receive additional royalties from this mine in the future due to various factors, including the financial struggles of the coal operator, the lack of mining activities in the applicable mines, and the general depletion of coal. In 2019, the Spring Creek Mine was sold to Navajo Transitional Energy Company (“NTEC”), which is wholly owned by the Navajo Nation, and is currently operating the mine as a contract operator. Operational issues, together with general economic issues impacting coal mines, are challenging and make it difficult for the Trust to predict the long-term status of the operations of this mine.

On July 28^th, 2021, the Trust executed an agreement with NTEC pursuant to which NTEC has agreed to purchase certain overriding royalty interests owned by the Trust in certain Spring Creek Mines, specifically lease MTM-069782 and MTM-110692. The agreement is subject to various closing conditions, including either court approval or Unit Holder approval of the transaction. At closing, the Trust has agreed to convey to NTEC the leases free and clear of all liens in exchange for a total cash value of $105,000, less advance minimum royalties previously received by the Trust of $20,715.67, for an anticipated cash payment of $84,274.33. Closing is late 2021 after the Trust obtains court approval or Unit Holder approval.

Other Mines. In addition to the Decker Mine and Spring Creek Mine, the Trust also owns rights in lease number 027475 in the Black Butte Mine in Sweetwater County, Wyoming. Such mine is not part of any future mining plans yet the lease continues to be active. Interests in this mine will also be subject to the auction process discussed above relating to the Decker Mine. The Trust is uncertain whether it will have any bidder on this asset.

Interest Income. The Trust generally earns interest on the royalty payments held in reserve. During the six months ended June 30, 2021, the Trust earned a nominal amount of interest of $2 compared to $496 of interest earned during the six months ended June 30, 2020. The decrease in interest resulted from the low interest rates and fewer royalty payments.

Trust Expenses. Trust expenses decreased slightly to $79,777 for the first six months of 2021, as compared to $83,183 for the same period in 2020. Trust expenses included fees of the Trustee, accountants, attorneys, and other professionals that the Trustee employs in the administration of the Trust. Trust expenses decreased to $37,331 for the three month period ending June 30, 2021, as compared to $58,183 for the same period in 2020. The expenses fluctuate from period to period largely because of the timing of when the Trust receives invoices and pays its expenses. Further, the Trust is incurring additional fees and expenses relating to the sale of its assets to NTEC and through the auction process.

Liquidity and Capital Resources. The Trust's primary source of liquidity is the royalty payments, and the Trust no longer expects to receive any royalty payments. In accordance with the provisions of the Trust Indenture, generally all income received by the Trust, net of Trust expenses and any amounts placed in reserves, is distributed to the Unit Holders on a biannual basis as long as the Trust has sufficient income. At this time, the Trust does not expect to make any distributions in the near future due to the Trust's liquidity issues. The Trust has suspended future distribution payments in light of the substantial reduction in royalty income and is actively pursuing the liquidation of the Trust.

Trust Reserves. The Trust did not establish any trust reserves in the second quarter of 2020 but did establish a reserve in the first quarter of 2020 in the amount of $576,223. This reserve was established to hold the funds until the next scheduled biannual payment and was paid to Unit Holders in the beginning of the third quarter of 2020.

During the first quarter of 2021, the Trust's distributable income was $54,816. Historically, this amount would have been reserved to be paid at the Trust’s next distribution date within 10 days of June 30, 2021. At June 30, 2021, the Trust’s distributable income was $7,544, which was held in reserve, resulting in a total reserve of $62,360. Because of the uncertainty of future royalty payments, the Trust has temporarily suspended all distribution payments and instead reserved such amounts to cover future expenses. Due to the uncertainty with respect to timing or amount of future royalty payments, the Trust believes such suspension is in its best interests. The Trust further believes that the current reserved amounts will not be sufficient to pay expenses.

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Going Concern. The Trust may not have sufficient funding in order to continue to operate. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Trust’s continuation as a going concern is dependent upon continued mining activities and receipt of timely royalty payments form the mines, especially the Decker Mine. Because of the Trust’s limited source of revenues, the recent bankruptcy of the Decker Mine raises substantial doubt about the Trust’s ability to continue as a going concern. The Trust’s financial statements currently do not include any adjustments that might result from the outcome of any uncertainly as to the Trust’s ability to continue as a going concern.

Change in Trust Corpus. During the three- and six-month period ended June 30, 2021, the trust corpus remained unchanged.

Off-Balance Sheet Arrangements. As required by the Trust Indenture, the Trust is intended to be passive in nature and the Trustee does not have any control over or any responsibility relating to the operation of the mines under which the Trust has any royalty interests and overriding royalty interests. The Trustee has powers to collect and distribute proceeds received by the Trust and pay Trust liabilities and expenses and its actions have been limited to those activities. As a result, the Trust has not engaged in any off-balance sheet arrangements.

Critical Accounting Policies and Estimates. The Trust’s condensed financial statements are prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America, and as such there are no critical accounting policies or estimates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Form 10-Q, the officer of the Trustee conducted an evaluation of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934). Based upon this evaluation, the officer of the Trustee concluded that the Trust’s disclosure controls and procedures were effective in timely alerting her of any material information relating to the Trust that is required to be disclosed by the Trust in the reports it files or submits under the Securities Exchange Act of 1934.

Changes in Internal Control Over Financial Reporting. There were no changes in the Trust’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) that occurred during the Trust’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Limitations on Controls. The Trustee does not expect that the Trust’s disclosure controls and procedures or the Trust’s internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Trust have been detected.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material legal proceedings to which the Trust is a party.

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Item 6. Exhibits.

4.1	Kiewit Royalty Trust Indenture dated May 17, 1982, as amended June 9, 1982 and June 23, 1982 (filed as Exhibit 4.1 to the Trust’s Form 10-K filed with the Securities and Exchange Commission on March 28, 2002, and incorporated herein by reference).

4.2	Order dated September 23, 1994, of the County Court of Douglas County, Nebraska (filed as Exhibit 4.2 to the Trust’s Form 10-K filed with the Securities and Exchange Commission on March 28, 2002, and incorporated herein by reference).

4.3	Order dated August 16, 2016, of the County Court of Douglas County, Nebraska (filed as Exhibit 4.3 to the Trust’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2016 and incorporated herein by reference).

10.1	Purchase and Sale of Overriding Royalty Interest in Federal Coal Lease MTM-069782 and MTM-110692 by and between the Kiewit Royalty Trust and Navajo Transitional Energy Company, LLC dated June 18, 2021 (filed as Exhibit 10.1 to the Trust’s Form 8-K filed with the Securities and Exchange Commission on August 3, 2021).

31*	Certification of Vice President and Trust Advisor pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.

32**	Certification of Vice President Trust Advisor pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS***	XBRL Instance Document

101.SCH***	XBRL Taxonomy Extension Schema Document

101.CAL***	XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB***	XBRL Taxonomy Extension Label Linkbase Document

101.PRE***	XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF***	XBRL Taxonomy Extension Definition Linkbase Document

*	Filed herewith

**	Furnished herewith

***

Furnished herewith. Pursuant to applicable federal securities rules and regulations, the Trust has complied with the reporting obligation relating to the submission of interactive data files in such exhibits. Therefore, the Trust is not subject to liability under any anti-fraud provisions of the federal securities laws if the Trust (i) makes a good faith attempt to comply with the interactive data file submission requirements and (ii) upon becoming aware that any such data file fails to comply with such requirements, promptly amends any noncompliant data file. The Trust is also not subject to the liability and anti-fraud provisions of the federal securities laws if an error or omission in an electronic filing results solely from electronic transmission errors beyond the filer’s control and, upon becoming aware of such error or omission, the filer corrects the error or omission by filing an electronic amendment as soon as reasonably practicable. Users of this data are advised that the interactive data files are furnished and not filed, are not part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Exchange Act, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KIEWIT ROYALTY TRUST

	By:	U.S. Bank National Association in its
		capacity as Trustee and not in its
		individual capacity or otherwise

Dated: August 11, 2021
		By:	/s/ G. Rosanna Moore
			G. Rosanna Moore, Vice President and Trust Advisor

(The Trust does not have a principal financial or chief accounting officer or any other officers.)

KIEWIT ROYALTY TRUST 10-Q