Knee Osteoarthritis (OA) is a common musculoskeletal disorder in the United States. When diagnosed at early stages, lifestyle interventions such as exercise and weight loss can slow OA progression, but at later stages, only an invasive option is available: total knee replacement (TKR). Though a generally successful procedure, only 2/3 of patients who undergo the procedure report their knees feeling "normal" post-operation, and complications can arise that require revision. This necessitates a model to identify a population at higher risk of TKR, particularly at less advanced stages of OA, such that appropriate treatments can be implemented that slow OA progression and delay TKR. Here, we present a deep learning pipeline that leverages MRI images and clinical and demographic information to predict TKR with AUC 0.834 ± 0.036 (p < 0.05). Most notably, the pipeline predicts TKR with AUC 0.943 ± 0.057 (p < 0.05) for patients without OA. Furthermore, we develop occlusion maps for case-control pairs in test data and compare regions used by the model in both, thereby identifying TKR imaging biomarkers. As such, this work takes strides towards a pipeline with clinical utility, and the biomarkers identified further our understanding of OA progression and eventual TKR onset. otherwise would, thereby reducing time spent pursuing nonsurgical alternatives with minimal probability of success while dealing with serious pain. Beyond this, if the model were to draw from medical images of the knee, it could identify anatomic regions most correlated with a TKR prediction. To this point, few studies have been conducted in this space, and those that have primarily investigate the importance of cartilage volume loss, subchondral bone defects, and bone marrow lesions [17][18][19] . An identification of more such biomarkers for TKR, however, could greatly improve understanding of both OA and TKR, and ultimately guide treatment strategies.Predictive modeling of TKR, however, has a limited history, particularly with models that use medical images. A few studies have leveraged random forest regression, Cochran-Armitage tests for trend, and t-tests to identify demographic, general health, and physical examination measurements that most strongly correlate with TKR or total joint arthroplasty (TJA) 20, 21 . Others have taken these efforts further, using techniques such as multiple regression and multivariate risk prediction models to predict TKR outright 22, 23 . To our knowledge, only one group has developed a predictive model of TKR that accepts image inputs, attaining performance that surpasses that of models using only clinical and demographic information 24 . Notably, past TKR predictive models largely measure performance by evaluating the area under the receiver operating characteristic (ROC) curve, which plots true positive rate against false positive rate 25 . However, in most datasets used in this space, the number of patients who eventually undergo TKR is dramatically higher among those who have advanced OA as opposed to those with n...