CORRESP 1 filename1.htm

Correspondence

		Skyline Corporation
		P.O. Box 743 (46515-0743)
		2520 ByPass Road
		Elkhart, Indiana 46514-1584
		(574) 294-6521

February 6, 2015

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Attn: John Cash, Accounting Branch Chief

100 F Street, N.E.

Washington, D.C. 20549

Re: Skyline Corporation

Form 10-K for the Fiscal Year Ended May 31, 2014

Filed August 22, 2014

Definitive Proxy Statement on Schedule 14A

Filed August 29, 2014

File No. 001-04714

Dear Mr. Cash:

We have received your letter dated February 2, 2015 detailing your office’s review of the above-referenced filings. On behalf of Skyline Corporation (“Skyline” or the “Company”), below are our responses to those comments. For your convenience, I have reproduced your comments and requests for information in bold below followed by our responses in regular type.

* * * * *

Definitive Proxy Statement on Schedule 14A

Retirement Benefits, page 15

1. We note that you have entered into retirement benefit arrangements with your named executive officers and that you reference a Supplemental Retirement Benefits Plan. Please file such arrangements as exhibits to your future Exchange Act filings. See Item 601(b)(10)(iii) of Regulation S-K.

Response: As requested, the Company will file the Supplemental Retirement Benefits Plan arrangements as exhibits to the Company’s future Exchange Act filings.

* * * * *

On behalf of the Company, I hereby acknowledge in connection with the responses contained in this letter that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

U.S. Securities and Exchange Commission

February 6, 2015

Page 2 of 2

We appreciate your review of our responses to your comments. Should you have additional comments or questions, please contact me at (574) 350-2275.

Sincerely,

/s/ Jon S. Pilarski

Jon S. Pilarski

Chief Financial Officer

cc: Scott R. Troeger, Esq.

David P. Hooper, Esq.