SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

_____________________

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended February 1, 2004

OR

(  )Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number

001-07572

PHILLIPS-VAN HEUSEN CORPORATION

(Exact name of registrant as specified in its charter)



|DELAWARE                 | 13-1166910         
|------------------------ | -------------------
|(State of incorporation) | (IRS Employer      
|                         | Identification No.)

200 Madison Avenue

New York, New York 10016

(Address of principal executive offices)



212-381-3500

(Registrant's telephone number)



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



|                                | Name of Each Exchange  
|------------------------------- | -----------------------
|Title of Each Class             | on Which Registered    
|Common Stock, $1.00 par value   | New York Stock Exchange
|Preferred Stock Purchase Rights | New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether 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 and (2) has been subject to such filing requirements for at least 90 days.

YesX No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.  (X)

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes X No

The aggregate market value of the registrant's voting stock held by nonaffiliates of the registrant (assuming, for purposes of this
calculation only, that the registrant's directors, executive officers and greater than 10% shareholders are affiliates of the registrant) based
upon the closing sale price of the registrants common stock on March 23, 2004 was $442,485,300.

Number of shares of Common Stock outstanding as of March 23, 2004: 30,719,719.

DOCUMENTS INCORPORATED BY REFERENCE

|Document                                 |  | Location in Form 10-K
|---------------------------------------- |  | ---------------------
|                                         |  | in which incorporated
|Registrant's Proxy Statement             |  |                      
|for the Annual Meeting of                |  | Part III             
|Stockholders to be held on June 15, 2004 |  |                      



* * *

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Forward-looking statements in this Annual Report on Form
10-K including, without limitation, statements relating to our plans, strategies, objectives, expectations and intentions, are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking
statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which might not be
anticipated, including, without limitation, the following: (i) our plans, strategies, objectives, expectations and intentions are subject to
change at any time at our discretion; (ii) the levels of sales of our apparel and related products, both to our wholesale customers and in our
retail stores, and the levels of sales of our licensees at wholesale and retail, and the extent of discounts and promotional pricing in which
we and our licensees are required to engage, all of which can be affected by weather conditions, changes in the economy, fuel prices,
reductions in travel, fashion trends and other factors; (iii) our plans and results of operations will be affected by our ability to manage our
growth and inventory, including our ability to realize revenue growth from developing and growing Calvin Klein; (iv) our operations and results
could be affected by quota restrictions (which, among other things, could limit our ability to produce products in cost-effective countries
that have the labor and technical expertise needed), the availability and cost of raw materials (particularly petroleum-based synthetic
fabrics, which are currently in high demand), our ability to adjust timely to changes in trade regulations and the migration and development of
manufacturers (which can affect where our products can best be produced), and civil conflict, war or terrorist acts, the threat of any of the
foregoing or political and labor instability in the United States or any of the countries where our products are or are planned to be produced;
(v) disease epidemics and health related concerns, which could result in closed factories, reduced workforces, scarcity of raw materials and
scrutiny or embargoing of goods produced in infected areas; (vi) acquisitions and issues arising with acquisitions and proposed transactions,
including without limitation, the ability to integrate an acquired entity into us with no substantial adverse affect on the acquired entity's,
or our existing operations, employee relationships, vendor relationships, customer relationships or financial performance; (vii) the failure of
our licensees to market successfully licensed products or to preserve the value of our brands, or their misuse of our brands and (viii) other
risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

We do not undertake any obligation to update publicly any forward-looking statement, whether as a result of the receipt of new information,
future events or otherwise.

PART I

Item 1.  Business

Unless the context otherwise requires, the terms "we," "our" or "us" refer to Phillips-Van Heusen Corporation and its subsidiaries taken
as a whole. Our fiscal years are based on the 52-53 week period ending on the Sunday closest to February 1, and are designated by the calendar
year in which the fiscal year commences. We derive market share data information used herein from various industry sources. References to the
brand names Calvin Klein Collection, Calvin Klein, ck, ck Calvin Klein, Van Heusen, IZOD, IZOD Club, Bass, G.H. Bass & Co., Geoffrey
Beene, Arrow, Kenneth Cole New York, Reaction by Kenneth Cole,BCBG Max Azria andMICHAEL Michael Kors and to other brand
names in this report are to registered trademarks owned by us or licensed to us by the owner. References to our acquisition of Calvin Klein
refer to our February 2003 acquisition of Calvin Klein, Inc., Calvin Klein (Europe), Inc., Calvin Klein (Europe II) Corp., Calvin Klein Europe
S.r.l. and CK Service Corp., which companies we refer to collectively as "Calvin Klein."

Overview

We are one of the largest apparel companies in the world, with a heritage dating back over 120 years. We design and market nationally
recognized branded dress shirts, sportswear and, to a lesser degree, footwear and other related products. We believe we market approximately
one in three of the dress shirts sold in the United States and have a leading position in men's sportswear tops. Our portfolio of brands
includes our own brands, Van Heusen, G.H. Bass & Co., Bass, IZOD, Calvin Klein Collection, Calvin Klein, ckandck
Calvin Klein and our licensed brands, Arrow, Geoffrey Beene, Kenneth Cole New York, Reaction by Kenneth Coleand, beginning in 2004, BCBG Max Azria and MICHAEL Michael Kors. We recently entered into a contract to license our
Bass wholesale footwear business.

We design, source and market substantially all of our products on a brand-by-brand basis targeting distinct consumer demographics and
lifestyles. We market our brands at multiple price points and across multiple channels of distribution. This allows us to provide products to a
broad range of consumers, while minimizing competition among our brands and reducing our reliance on any one demographic group, merchandise
preference or distribution channel. Currently, our products are distributed at wholesale through more than 10,000 doors in national and
regional department, mid-tier department, mass market, specialty and independent stores in the United States. We also leverage our apparel
design and sourcing expertise by offering private label programs to retailers. Our wholesale business represents our core business and we
believe that it is the basis for our brand equity. As a profitable complement to our wholesale business, we also market our products directly
to consumers through our Van Heusen, IZOD, Geoffrey BeeneandBass retail stores, primarily located in outlet malls throughout
the United States, as well as 11 recently-opened Calvin Klein stores, located in premium outlet malls in the United States.

We were incorporated in the State of Delaware in 1976 as the successor to a business begun in 1881, and, with respect to our footwear
business, to G.H. Bass & Co., a business begun in 1876. Our principal executive offices are located at 200 Madison Avenue, New York, New
York 10016; our telephone number is (212) 381-3500.

We make available, at no cost, on or through our corporate website our annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after we have electronically filed such material with the Securities and Exchange Commission. Our corporate website
address is www.pvh.com.

The Calvin Klein Acquisition

On February 12, 2003, we acquired Calvin Klein. Over the past 30 years, we believe Calvin Klein has become one of the best known
designer names in the world. We believe that the Calvin Klein brands - Calvin Klein Collection, ck, Calvin Kleinandck Calvin
Klein - complement our existing portfolio of brands by providing us with the opportunity to market products at higher price points, in
higher-end distribution channels and to different consumer groups than our other product offerings. Although the Calvin Klein brand is
well established and, we believe, enjoys strong brand awareness among consumers worldwide, there were numerous product areas in which no
products, or only a limited number of products, were offered under any Calvin Klein label, including men's and women's better
sportswear, footwear and certain accessories. We are in the process of introducing in the United States a Calvin Klein men's better
sportswear line for the Fall 2004 season, and, through our licensing agreement with Kellwood Company, a women's better sportswear line for the
Spring 2004 season. We believe our expertise in brand management, product design, sourcing and other logistics provides us with the ability to
successfully expand product offerings and distribution under the Calvin Klein brands while preserving the brands' prestige and global
presence. As a result, we believe we have the opportunity to realize sales growth and enhanced profitability.

Products sold under the Calvin Klein brands are sold primarily under licenses and other arrangements and include jeans, underwear,
fragrances, eyewear, men's tailored clothing, ties, shoes, hosiery, socks, swimwear, watches, coats, leather goods, table top and soft home
furnishings and accessories. In addition, collections of high-end collection apparel and accessories for men and women are sold under the
Calvin Klein Collectionbrand. We believe these collections are an important factor in maintaining the Calvin Klein image. The
collection apparel and accessories are sold to a limited number of high-end department stores and independent boutiques throughout the world
and through three company-operated stores located in New York City, Dallas and Paris. Through calendar 2003, we designed, manufactured and
marketed these collections. Commencing with the Spring 2004 collection, the wholesale collection apparel businesses have been licensed to
Vestimenta, S.p.A., one of the world's leading

2

manufacturers and distributors of women's and men's high-end apparel. Calvin Klein controls all design operations and product development
for most of its licensees, including Vestimenta. Calvin Klein oversees a worldwide marketing, advertising and promotion program of
approximately $200 million, the majority of which is funded by its licensees. We believe that maintaining control over design and advertising
through Calvin Klein's dedicated in-house teams plays a key role in the continued strength of the Calvin Kleinbrands.

Our Business

Our business includes the design, sourcing and marketing of a varied selection of branded and private label dress shirts, sportswear
and, to a lesser degree, footwear and other related products, as well as the licensing of our brands for an assortment of products. Prior to
our acquisition of Calvin Klein, our business was reported in two segments: (1) Apparel and (2) Footwear and Related Products. Our Apparel
segment was operated in two groups: dress shirts and sportswear. The acquisition of Calvin Klein impacted the way we manage and analyze our
operating results. As a result, we have changed the way we report our segment data, and we now report the following two business segments: (1)
Apparel and Related Products and (2) Calvin Klein Licensing.

Apparel and Related Products

Dress Shirts

We market our dress shirts principally under the Van Heusen, Arrow, IZOD, Geoffrey Beene, Calvin Klein, Kenneth
Cole New Yorkand Reaction by Kenneth Colebrands, and will be introducing a line of BCBG Max Azriadress shirts for Fathers'
Day 2004 and a line of MICHAEL Michael Kors dress shirts for Holiday 2004.

Our dress shirt business, which generated, through the wholesale channel, 20.3% of our fiscal 2003 revenues, includes the design and
marketing of dress shirts in a broad selection of styles and colors that are sold at retail price points generally ranging from $20 to $65 a
shirt.

TheVan Heusendress shirt has provided a strong foundation for us for most of our history and is the best selling dress shirt brand
in the United States. The Van Heusen dress shirt targets the updated classical consumer, is marketed at opening to moderate price points
and is distributed through more than 3,500 doors, principally in department stores, including Belk, Inc., Federated Department Stores, Inc.,
J.C. Penny Company, Inc., The May Department Stores Company and Saks Inc. and through our Van Heusen retail stores.

The Arrowdress shirt targets the updated classical consumer, is marketed at opening to moderate price points and is distributed
through more than 2,000 doors, principally in mid-tier department stores, including Kohl's Corporation and Sears, Roebuck and Co. The
Arrow dress shirt is positioned as a mid-tier department store complement to Van Heusen. We market Arrow dress shirts
under a license agreement with Cluett American Corp. that expires on June 30, 2007 and which we may extend through June 30, 2017.

The IZOD dress shirt targets the modern traditional consumer, is marketed at moderate price points and is distributed through more
than 1,100 doors, principally in department stores, including Belk, JCPenney and May.

The Geoffrey Beene dress shirt is the best selling designer dress shirt brand in department stores in the United States. The
Geoffrey Beene dress shirt targets the more style conscious consumer, is marketed at moderate to upper moderate price points and is
distributed through more than 2,500 doors, principally in department stores, including Federated, Marshall Field's, May and Saks, and through
our Geoffrey Beene retail stores. We market Geoffrey Beene dress shirts under a license agreement with Geoffrey Beene Inc. that
expires on December 31, 2008 and which we may extend through December 31, 2013.

The Calvin Klein dress shirt targets the classical contemporary consumer, is marketed at better price points and currently is
distributed through more than 550 doors, principally in department and specialty stores, including Federated, Marshall Field's and May.

The Kenneth Cole New York dress shirt targets the modern consumer, is marketed at better price points and is distributed through more
than 650 doors, principally in department stores including Dillards, Inc., Federated, Marshall Field's and May. The Reaction by Kenneth
Cole dress shirt targets the more youthful, modern consumer, is

3

marketed at opening to better price points and is distributed through more than 350 doors, principally in department stores, including
Federated and May. We market the two Kenneth Cole brands of dress shirts under a license agreement with K.C.P.L., Inc. that expires on
December 31, 2005.

We also offer private label programs to retailers. Private label offerings allow a retailer to sell its own line of exclusive merchandise
and give the retailer control over distribution of the product. These programs present an opportunity for us to leverage our design, sourcing
and logistics expertise. Our private label customers work with our designers to develop shirts in the styles, sizes and cuts that the customers
desire to sell in their stores under their private labels. Private label programs offer the consumer quality product and offer the retailer the
opportunity to enjoy product exclusivity at generally higher margins. Private label products, however, generally do not have the same level of
consumer recognition as branded products and private label manufacturers do not generally provide retailers with the same breadth of services
and in-store sales and promotional support as branded manufacturers. We market private label dress shirts to national department and mass
market stores. Our private label programs include Staffordfor JCPenney, Grant Thomas for Lord & Taylor,Cezanifor
Saks and PuritanandGeorgefor Wal-Mart Stores, Inc.

Sportswear

We market our sportswear principally under the IZOD, Van Heusen, Arrowand Geoffrey Beenebrands. Our
sportswear business, which generated 49.2% of our fiscal 2003 revenues, includes men's knit and woven sport shirts, sweaters, bottoms,
swimwear, boxers and outerwear marketed at wholesale and sportswear, accessories and other apparel for men and women offered in our Van
Heusen, IZOD and Geoffrey Beene retail stores. We are in the process of introducing a Calvin Klein men's better
sportswear line for the Fall 2004 season.

IZOD is the best selling main floor department store men's sportswear tops brand. IZOD apparel consists of active-inspired
men's sportswear, including sweaters, knit and woven sport shirts, slacks, fleecewear and microfiber jackets. IZOD sportswear targets
the active consumer, is marketed at moderate to upper moderate price points and is distributed through more than 2,400 doors, principally in
department stores, including Belk, Federated, JCPenney, May and Saks, and through our IZOD retail stores. Our IZOD stores offer
men's and women's active-inspired sportswear, with a focus on golf, travel and resort apparel.

Van Heusen is the best selling main floor department store men's woven sport shirt brand in the United States. Van Heusensportswear also includes knit sport shirts and sweaters. Like Van Heusendress shirts, Van Heusensport shirts and sweaters
target the updated classical consumer, are marketed at opening to moderate price points and are distributed through more than 3,500 doors,
principally in department stores, including Belk, Federated, JCPenney, May and Saks, and through our Van Heusen retail stores. Our
Van Heusenstores offer a range of men's products from dress furnishings to sportswear, as well as women's sportswear.

Arrow sportswear targets the updated classical consumer, is marketed at moderate price points and is distributed through more than
2,000 doors, principally in mid-tier department stores, including Kohl's and Sears. Arrowsportswear consists of men's knit and woven
tops, sweaters and bottoms. We market Arrowsportswear at wholesale under the same license agreement as Arrow dress shirts.

Geoffrey Beene sportswear targets a more style conscious consumer than IZOD, Van HeusenandArrow and is positioned as
a designer label for men's woven and knit sport shirts on the main floor of department stores. Geoffrey Beene sportswear is marketed at
upper moderate price points and is distributed through more than 800 doors, principally in department stores, including Federated, Marshall
Field's and May, and through our Geoffrey Beene retail stores. Our Geoffrey Beenestores offer men's furnishings, casual and
dress casual sportswear and women's casual and dress casual sportswear, under a license agreement which expires on December 31, 2005, and which
we may extend for up to two additional three-year periods, the last of which would end on December 31, 2011. We market Geoffrey Beene
men's sportswear at wholesale under the same license agreement as Geoffrey Beenedress shirts.

Our Calvin Klein men's better sportswear line will be targeted to a modern classic consumer. We anticipate that this new line will be
distributed though 200 to 250 doors, in better fashion department and specialty stores, and through our Calvin Klein retail stores.

4

Footwear

Sales of our footwear and related Bass products generated 21.5% of our fiscal 2003 revenues. The products include casual and
dress casual shoes for men, women and children marketed at wholesale and in our Bass retail stores and Bassapparel and
accessories for men and women offered only in our Bass retail stores. We recently entered into an exclusive agreement to license our
Bass wholesale footwear business to Brown Shoe Company, Inc., a leading footwear retailer and wholesaler of branded and private label
footwear. Effective February 2, 2004, Brown Shoe has assumed responsibility under the license agreement for the design, sourcing and marketing
of footwear at wholesale, on a worldwide basis, under the Bass label. The initial term of the license expires on January 31, 2007 and
may be extended through January 31, 2013, subject to certain conditions. We will continue to operate our Bass retail stores.

The Bass brand has a leading position in men's casual footwear in the United States. Bass footwear is generally known for its
classic American style and is marketed at moderate price points. Our Bass retail stores carry an assortment of Bass footwear from
the wholesale line, as well as styles that are not available at wholesale. Most of our stores also carry Bass apparel for men and women,
as well as accessories such as handbags, belts and travel gear.

Licensing

We license our brands globally for a broad range of products. The licensing of our brands generated 9.0% of our fiscal 2003 revenues. We
believe royalty and other revenues from our licensing partners provide us with a relatively stable flow of revenues and extend and strengthen
our brands globally.

We grant licensing partners the right to manufacture and sell at wholesale specified products under one or more of our brands. In addition,
certain foreign licensees are granted the right to open retail stores under the licensed brand name and sell only goods under that name in such
stores. A substantial portion of the sales by our domestic licensing partners are made to our largest wholesale customers. As compensation
under these agreements, each licensing partner pays us royalties based upon its sales of our branded products, subject generally to payment of
a minimum royalty. These payments generally range from 3.0% to 7.0% of the licensing partners' sales of the licensed products. In addition,
licensing partners are generally required to spend an amount equal to between 2.0% and 5.0% of their sales to advertise our products. We
provide support to our business partners and seek to preserve the integrity of our brand names by taking an active role in the design, quality
control, advertising, marketing and distribution of each licensed product, most of which are subject to our prior approval and continuing
oversight.

We license our Van Heusen, IZOD, IZOD Club and G.H. Bass & Co. brand names for various products worldwide. We also
sublicense to others the Arrow and Geoffrey Beene brand names for various products. Our largest licensing partners for these
brand names as a group in fiscal 2003 by licensing revenues earned by us were:

- Fishman & Tobin, Inc. accounting for approximately 20%
- PG USA Sportswear, Inc. accounting for approximately 15%
- Block Sportswear, Inc. accounting for approximately 9%



5

We license under approximately 60 license agreements. The products offered by our key domestic licensing partners include:

|Licensing Partner                       |  | Product Category                                                       
|--------------------------------------- |  | -----------------------------------------------------------------------
|Block Sportswear, Inc.                  |  | Van Heusen and IZOD 'big and tall' sportswear                          
|Brown Shoe Company, Inc.                |  | Basswholesale footwear (commenced in 2004)                             
|Custom Leather Canada Limited           |  | Van Heusen belts                                                       
|Fishman & Tobin, Inc.                   |  | Van Heusen and IZOD boys' sportswear                                   
|Aptaker Co., Inc. d/b/a Nouveau Eyewear |  | Van Heusen and G.H. Bass eyewear                                       
|Randa Neckwear Corp.                    |  | Van Heusen neckwear                                                    
|Tropical Sportswear International, Inc. |  | Van Heusen men's pants                                                 
|Westport Corporation                    |  | Van Heusen small leather goods                                         
|Clearvision Optical Company, Inc.       |  | IZOD eyewear                                                           
|Gold Toe Brand, Inc.                    |  | IZOD and IZOD Club hosiery                                             
|Humphrey's Accessories LLC              |  | IZOD belts                                                             
|International Home Textiles, Inc.       |  | IZOD soft home furnishing products                                     
|Kellwood Company                        |  | IZOD women's sportswear, swimwear, and accessories (commencing in 2004)
|Knothe Corporation                      |  | IZOD sleepwear and loungewear                                          
|Mallory & Church Corporation            |  | IZOD neckwear                                                          
|Peerless Delaware, Inc.                 |  | IZOD tailored clothing                                                 
|PG USA Sportswear, Inc.                 |  | IZOD Club men's and women's golf apparel                               

Additional products sold bearing our marks include Van Heusen underwear, handkerchiefs, scarves and hosiery and
IZOD leather outerwear. A large number of our Van Heusen licenses are with foreign licensees that offer dress shirts and
sportswear under that brand name.

Calvin Klein Licensing

An important source of revenues for Calvin Klein is its business arrangements with licensees and other third parties worldwide that
manufacture and distribute globally a broad array of products under the Calvin Klein brands. For fiscal 2003, approximately 54% of
revenues from Calvin Klein's business partners was generated by its domestic business partners and approximately 46% was generated by its
foreign business partners. Calvin Klein combines its design, marketing and imaging skills with the specific manufacturing, distribution and
geographic capabilities of its business partners to enter into new product categories and extend existing lines of business. Calvin Klein's
largest business partners in terms of royalty and other revenues earned by Calvin Klein in fiscal 2003 were:

- Warnaco, Inc. accounting for approximately 26%
- Unilever N.V. accounting for approximately 18%
- Marchon Eyewear, Inc. accounting for approximately 10%

6

Calvin Klein has over 30 licensing arrangements. The products offered by Calvin Klein's key business partners include:

|Business Partner                  |  | Product Category                                                                                                                                     
|--------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Warnaco, Inc.                     |  | Men's, women's and children's jeanswear; men's underwear and sleepwear; women's intimate apparel and sleepwear; women's
swimwear (commencing in 2005)
|Unilever N.V.                     |  | Men's, women's and children's fragrance and bath products                                                                                            
|Marchon Eyewear, Inc.             |  | Men's and women's optical frames and sunglasses                                                                                                      
|Onward Kashiyama Co. Ltd. (Japan) |  | Men's and women's apparel and certain casual attire and women's coats and accessories                                                                
|CK Jeanswear Europe, S.p.A.       |  | Men's, women's and children's jeanswear and women's belts                                                                                            
|CK Jeanswear Asia Ltd.            |  | Men's, women's and children's jeanswear                                                                                                              
|Design Works Inc.                 |  | Soft home furnishing products                                                                                                                        
|CK Watch Co., Ltd. (Swatch SA)    |  | Men's and women's watches and clocks                                                                                                                 
|McGregor Industries, Inc.         |  | Men's and women's socks and women's tights                                                                                                           
|Peerless Delaware, Inc.           |  | Men's tailored clothing                                                                                                                              

Additional products sold bearing Calvin Klein brands include certain men's furnishings and small leather goods, table top
furnishings, women's better footwear and swimwear and men's dress footwear. Kellwood Company, together with G.A.V., introduced a line of
women's better sportswear in the United States under the Calvin Klein brand which commenced with the Spring 2004 collection. We believe
this line will become a prominent brand in the women's better sportswear sector because of the image and strength of the Calvin Klein
brand. Vestimenta is producing the men's and women's high-end apparel under the Calvin Klein Collection label, commencing with the
Spring 2004 collection.

With respect to revenues generated from the sale of Calvin Klein men's underwear and sleepwear and women's intimate apparel and
sleepwear, Warnaco pays us an administration fee based on Warnaco's worldwide sales of underwear, intimate apparel and sleepwear bearing any of
the Calvin Klein marks under an administration agreement between Calvin Klein and Warnaco. Warnaco controls design and advertising
related to the sale of underwear, intimate apparel and sleepwear products bearing the Calvin Klein name. See "-Trademarks."

Wholesale Customers

Our wholesale business represents our core business and we believe that it is the basis for our brand equity. Currently, our products
are distributed at wholesale through more than 10,000 doors in national and regional department, mid-tier department, mass market, specialty
and independent stores in the United States. A few of our customers, including Federated, JCPenney, Kohl's, May and Wal-Mart account for
significant portions of our revenues. Sales to our five largest customers were 27.2% of our revenues in fiscal 2003, 30.7% of our revenues in
fiscal 2002 and 27.7% of our revenues in fiscal 2001. No single customer accounted for greater than 10% of our revenues in fiscal 2003.

We believe we provide our customers with a significantly high level of service. We have six separate sales forces covering the following
products and product categories:

- national brand dress shirts- Van Heusen, ArrowandIZOD

7



Each sales force includes a team of sales professionals that work closely with our customers providing them with a dedicated level of
service including designing a focused selling strategy for each brand while ensuring that each brand's particular qualities and identities are
strategically positioned to target a distinct consumer base. Our customers offer our dress shirts and men's sportswear on the main floor of
their stores and we offer our customers merchandising support with visual display fixtures and in-store marketing. When a line of our products
is displayed in a stand-alone area on the main floor, we are able to further enhance brand recognition, to permit more complete merchandising
of our lines and to differentiate the presentation of products. We believe the broad appeal of our products, with multiple well known brands
offering differing styles at different price points, together with our customer, advertising and marketing support and our ability to offer
products with innovative qualities, allow us to expand and develop relationships with apparel retailers in the United States.

We believe that our investments in logistics and supply chain management allow us to respond rapidly to changes in sales trends and consumer
demands while enhancing our inventory management efficiencies. We believe our customers can better manage their inventories as a result of our
continuous analysis of sales trends, our broad array of product availability and our quick response capabilities. Certain of our products can
be ordered at any time through our EDI replenishment systems. For customers who reorder these products, we generally ship these products within
one to two days of order receipt.

Retail Stores

We operate over 700 retail stores under the Van Heusen, IZOD, Bass, Geoffrey Beene and Calvin Klein names. We
recently announced that we would close up to 200 under-performing stores over the next two years. Ranging in size from 1,000 to 11,000 square
feet, with an average of approximately 4,000 square feet, our stores are primarily located in outlet malls throughout the United States. We
believe our profitable retail division is an important complement to our wholesale operations because we believe that the stores further
enhance consumer awareness of our brands, including by offering products that are not available in our wholesale lines, while also providing a
means for managing excess inventory.

Our Van Heusen outlet stores offer men's dress shirts and neckwear, men's and women's sportswear, including woven and knit shirts,
sweaters, bottoms and outerwear, and men's and women's accessories. The stores are targeted to the value-conscious, middle American
consumer.

Our IZOD outlet stores offer men's and women's active-inspired sportswear, including knit and woven shirts, sweaters, bottoms and
activewear. These stores focus on golf, travel and resort clothing.

Our Bass outlet stores offer a modified assortment of Bass footwear from the Bass wholesale line, as well as styles not
available at wholesale. Most of our stores also carry apparel for men and women, including tops, bottoms and outerwear and accessories such as
handbags, wallets, belts and travel gear. We will continue to operate our Bass retail stores although we have agreed to license to Brown
Shoe, effective February 2004, the design, sourcing and marketing of Bass footwear at wholesale.

Our Geoffrey Beene outlet stores offer men's dress shirts and neckwear, men's and women's sportswear including woven and knit shirts,
sweaters, bottoms and outerwear and men's and women's accessories. These stores are targeted towards a more fashion-conscious, designer-
oriented consumer.

8

We are expanding our retail offerings by opening Calvin Klein stores in premium outlet malls that are consistent with the Calvin
Klein image and in which other prestige designers maintain stores. Since October 29, 2003, we have opened 11 stores in the United States.
We currently intend to open as many as 75 Calvin Klein outlet stores over time in such premium outlet malls. The Calvin Kleinstores offer Calvin Kleinmen's and women's apparel and other Calvin Kleinproducts to communicate the Calvin Klein
lifestyle. We also operate three stores that offer Calvin Klein men's and women's high-end collection apparel and accessories and other
products under the Calvin Klein brands. These stores are located in New York City, Dallas and Paris.

Design

Our business depends on our ability to stimulate consumer tastes and demands, as well as on our ability to remain competitive in the
areas of quality and price.

A significant factor that plays a key role in the continued strength of our brands is our in-house design teams. We form separate teams of
designers and merchandisers for each of our brands, and with respect to Calvin Klein, for each product category, creating a structure that
focuses on the special qualities and identity of each brand and product. These designers and merchandisers consider consumer taste and
lifestyle and trends when creating a brand or product plan for a particular season. The process from initial design to finished product varies
greatly, but generally spans six to ten months prior to each selling season. Our product lines are developed primarily for two major selling
seasons, Spring and Fall. However, certain of our product lines offer more frequent introductions of new merchandise.

Calvin Klein has developed a cohesive team of senior design directors who share a vision for the Calvin Klein brands and who each
lead a separate design team. We have maintained the in-house design teams of Calvin Klein since the acquisition. These teams control all design
operations and product development for most licensees and other strategic alliances. In addition, new teams sharing the same vision have been
assembled for our men's better sportswear line, and for overseeing all design operation and product development in connection with the
licensing of the women's better sportswear line.

Sourcing and Production

To address the needs of our customers, we are continuing to make investments and develop strategies to enhance our ability to provide
our customers with timely product availability and delivery. Our investments in sophisticated systems should allow us to reduce the cycle time
between the design of products to the delivery of those products to our customers. We believe the enhancement of our supply chain efficiencies
and working capital management through the effective use of our distribution network and overall infrastructure will allow us to better control
costs and provide improved service to our customers.

In 2003, approximately 225 different manufacturers produced our products in over 300 factories worldwide. During fiscal 2003, in excess of
95% of our products were produced by manufacturers located in foreign countries. We source finished products and raw materials. Raw materials
include fabric, buttons, thread, labels and similar materials. Raw materials and production commitments are generally made two to six months
prior to production and quantities are finalized at that time. We believe we are one of the largest procurers of shirting fabric in the world.
Finished products consist of manufactured and fully assembled products ready for shipment to our customers and our stores. Most of our dress
shirts and all of our sportswear are sourced and manufactured to our specifications by independent manufacturers in the Far East, Indian
subcontinent, Middle East, Caribbean and Central America who meet our quality, cost and human rights requirements. Our footwear is sourced and
manufactured to our specifications by independent manufacturers who meet our quality, cost and human rights requirements, principally located
in the Far East, Europe, South America and the Caribbean. No single supplier is critical to our production needs, and we believe that an ample
number of alternative suppliers exist should we need to secure additional or replacement production capacity and raw materials. Given our
extensive network of sourcing partners, we believe we are able to obtain goods at low cost and on a timely basis.

Our foreign offices and buying agents enable us to monitor the quality of the goods manufactured by, and the delivery performance of, our
suppliers, which includes the enforcement of human rights standards through our ongoing approval and monitoring system. In addition, sales are
monitored regularly at both the retail and wholesale levels and modifications in production can be made either to increase or reduce
inventories. We continually seek

9

additional suppliers throughout the world for our sourcing needs and place our orders in a manner designed to limit the risk that a
disruption of production at any one facility could cause a serious inventory problem. We have not experienced significant production delays or
difficulties in importing goods. Our purchases from our suppliers are effected through individual purchase orders specifying the price and
quantity of the items to be produced.

Approximately 7% of our dress shirts are manufactured in our domestic apparel manufacturing facility located in Ozark, Alabama. This
facility, which we own, is approximately 108,000 square feet, and is utilized by us primarily as a quick response facility, including by
fulfilling product replenishment orders.

Warehousing and Distribution

To facilitate distribution, our products are shipped from manufacturers to our wholesale and retail warehousing and distribution centers
for inspection, sorting, packing and shipment to our customers. Ranging in size from 67,000 to 575,000 square feet, our centers are located in
North Carolina, Tennessee, Pennsylvania, Georgia, Arkansas and Maine. Each of our centers is generally dedicated to serving either our
wholesale customers or our retail stores. Our warehousing and distribution centers are designed to provide responsive service to our customers
and our retail stores, as the case may be, on a cost-effective basis. This includes the use of various forms of electronic communications to
meet customer needs, including advance shipping notices for all major customers. Our Maine facilities will be closed in 2004 in connection with
the licensing of the Bass brand to Brown Shoe for wholesale footwear. Continuing operations for our Bass retail operations that
were performed at the Maine facilities will be moved to another of our facilities. We believe that our distribution centers and capabilities
compare favorably on a cost and service basis with those of our competitors and that these constitute part of our core competencies.

Advertising and Promotion

We market substantially all of our products on a brand-by-brand basis targeting distinct consumer demographics and lifestyles. Our
marketing programs are an integral feature of our product offerings. Advertisements generally portray a lifestyle rather than a specific item.
We intend for each of our brands to be a leader in its respective market segment, with strong consumer awareness and consumer loyalty. We
believe that our brands are successful in their respective segments because we have strategically positioned each brand to target a distinct
consumer demographic. We will continue to design and market our products to complement each other, satisfy lifestyle needs, emphasize product
features important to our target consumers and produce consumer loyalty.

We advertise our brands primarily in national print media, including fashion, entertainment/human interest, business, men's, women's, niche
and sports magazines and The New York Times. We also participate in cooperative advertising programs with our customers, as we believe
that brand awareness and in-store positioning are further strengthened by our contributions to such programs.

With respect to our retail operations, we rely upon local outlet mall developers to promote traffic for their centers. Outlet center
developers employ multiple formats, including signage (highway billboards, off-highway directional signs, on-site signage and on-site
information centers), print advertising (brochures, newspapers and travel magazines), direct marketing (to tour bus companies and travel
agents), radio and television and special promotions.

In acquiring Calvin Klein, we believe we acquired one of the best known designer names in the world. One of the efforts that has helped to
establish the Calvin Klein image has been its high-profile, cutting-edge advertising campaigns that have stimulated admiration,
publicity, curiosity and debate. Calvin Klein has a dedicated in-house advertising agency, CRK Advertising, with experienced in-house creative
and media teams that develop and execute a substantial portion of the advertising for products under the Calvin Klein brands. The teams
work closely with other functional areas within Calvin Klein and its licensing and other business partners to deliver a consistent and unified
brand message to the consumer. Calvin Klein oversees a worldwide marketing, advertising and promotion program of approximately $200 million, a
majority of which is funded by its licensees.

Calvin Klein products are advertised primarily in national print media, through outdoor signage and, with respect to fragrances, in
television advertising spots. We believe promotional activities throughout the year further strengthen brand awareness of the Calvin
Klein brands. The Spring and Fall Calvin Klein high-end apparel collections are presented at major fashion shows in New York City
and Milan, which typically generate extensive

10

media coverage. Other Calvin Klein promotional efforts include in-store appearances by fashion models, providing wardrobes to celebrities
for award ceremonies, product launches, gift-with-purchase programs, charity events and special corporate-sponsored events.

We have continued the Calvin Klein advertising and promotional practices and strategies since the acquisition. We have not reduced, and do
not intend to reduce, the Calvin Klein marketing and advertising teams and continue to maintain the Calvin Klein advertising and promotions
budget at or above recent historical levels.

Trademarks

We own the Van Heusen, Bass, G.H. Bass & Co., IZOD and IZOD Clubbrands, as well as
related trademarks and lesser-known names. As a result of our acquisition of Calvin Klein, we beneficially own the Calvin Klein
Collection, Calvin Klein, ckandck Calvin Kleinmarks. Calvin Klein and Warnaco are co-owners of the Calvin Klein Trademark
Trust, which is the sole and exclusive title owner of substantially all registered Calvin Klein Collection, Calvin Klein, ckandck Calvin Klein trademarks. The sole purpose of the trust is to hold these marks. Calvin Klein maintains and protects the marks
on behalf of the trust pursuant to a servicing agreement. The trust exclusively licenses to Warnaco on a perpetual, royalty-free basis the use
of the marks on men's underwear and sleepwear and women's intimate apparel and sleepwear, and to Calvin Klein on a perpetual, royalty-free
basis the use of the marks on all other products. Warnaco pays us a fee based on Warnaco's worldwide sales of underwear, intimate apparel and
sleepwear products bearing any of the Calvin Klein marks under an administration agreement between Calvin Klein and Warnaco.

In acquiring the Calvin Klein Collection, Calvin Klein, ckand ck Calvin Klein marks, we agreed to allow Mr. Calvin
Klein to retain the right to use his name, on a non-competitive basis, with respect to his right of publicity, unless those rights were already
being used in the Calvin Klein business. We also granted Mr. Klein a royalty-free worldwide right to use the Calvin Klein mark with
respect to certain personal businesses and activities, such as motion picture, television and video businesses, a book business, writing,
speaking and/or teaching engagements, non-commercial photography, charitable activities and architectural and industrial design projects,
subject to certain limitations designed to protect the image and prestige of the Calvin Klein brands and to avoid competitive
conflicts.

Our trademarks are the subject of registrations and pending applications throughout the world for use on a variety of apparel, footwear and
related products, and we continue to expand our worldwide usage and registration of new and related trademarks. In general, trademarks remain
valid and enforceable as long as the marks continue to be used in connection with the products and services with which they are identified and,
as to registered trade names, the required registration renewals are filed. In markets outside of the United States, particularly those where
products bearing any of our brands are not sold by us or any of our licensees or other authorized users, our rights to the use of trademarks
may not be clearly established.

We regard the license to use our trademarks and our other intellectual property rights in and to the trademarks as valuable assets in
marketing our products and, on a worldwide basis, vigorously seek to protect them against infringement. We are susceptible to others imitating
our products and infringing our intellectual property rights. This is especially the case since our acquisition of Calvin Klein, as the
Calvin Klein brands enjoy significant worldwide consumer recognition and their generally higher pricing provides significant opportunity
and incentive for counterfeiters and infringers. Calvin Klein has a broad, proactive enforcement program, which we believe has been generally
effective in controlling the sale of counterfeit products in the United States and in major markets abroad. We have taken enforcement action
with respect to our other marks on an as needed basis.

Our Relationship with Mr. Klein

In order to assist in a seamless transition of our acquisition of Calvin Klein, we have entered into a three-year consulting agreement
with Mr. Klein for $1.0 million per year. Mr. Klein is available to consult on advertising, marketing, design, promotion and publicity aspects
of Calvin Klein.

Prior to our acquisition of Calvin Klein, Calvin Klein was obligated to pay Mr. Klein and his heirs in perpetuity a percentage of sales of
certain products bearing any of the Calvin Kleinbrands under a design services letter agreement. In connection with our acquisition of
Calvin Klein, we bought all of Mr. Klein's rights under that agreement in consideration of a warrant to purchase our common stock and for
granting him the right to receive from

11

us contingent purchase price payments for a period of 15 years based on a percentage of total worldwide net sales of products bearing any of
the Calvin Klein brands. In addition, Mr. Klein was released from all of his obligations under that agreement, including his obligation
to render design services to Calvin Klein, and the design services letter agreement was terminated. Our obligation to make contingent purchase
price payments to Mr. Klein in connection with our acquisition of Calvin Klein is guaranteed by our Calvin Klein subsidiaries and is secured by
a subordinated pledge of all of the equity interests in our Calvin Klein subsidiaries and a subordinated lien on substantially all of our
domestic Calvin Klein subsidiaries' assets. Events of default under the agreements governing the collateral for our contingent payment
obligations to Mr. Klein, include, but are not limited to (1) our failure to make payments to Mr. Klein when due, (2) covenant defaults, (3)
cross-defaults to other indebtedness in excess of an agreed amount, (4) events of bankruptcy, (5) monetary judgment defaults and (6) a change
of control, including the sale of any portion of the equity interests in our Calvin Klein subsidiaries. An event of default under those
agreements would permit Mr. Klein to foreclose on his security interest in the collateral. In addition, if we fail to pay Mr. Klein a
contingent purchase price payment when due and such failure to pay continues for 60 days or more after a final judgment by a court is rendered
relating to our failure to pay, Mr. Klein will no longer be restricted from competing with us as he otherwise would be under the non-
competition provisions contained in the purchase agreement relating to our acquisition of Calvin Klein, although he would still not be able to
use any of the Calvin Klein brands or any similar trademark in any competing business.

Competition

The apparel industry is competitive as a result of its fashion orientation, its mix of large and small producers, the flow of domestic
and imported merchandise and the wide diversity of retailing methods. Some of our larger branded apparel competitors include Polo/Ralph Lauren,
Tommy Hilfiger, Nautica, Perry Ellis and Chaps. As a result of our acquisition of Calvin Klein, we believe Donna Karan, Ralph Lauren's Purple
Label, Giorgio Armani, Gucci and Prada also are our competitors. In addition, we face significant competition from retailers, including our own
wholesale customers, through their private label programs.

The footwear industry is characterized by fragmented competition. Consequently, retailers and consumers have a wide variety of choices
regarding brands, style and price. However, over the years, the Bass brand has maintained an important position in casual footwear,
while we have extended the brand's offerings to modern, contemporary casual and dress casual styles. We believe that few of our competitors
have the overall men's and women's brand recognition of Bass.Our primary footwear competitors include Dockers, Timberland, Rockport,
Sperry and Naturalizer.

We compete primarily on the basis of style, quality and service. Our business depends on our ability to stimulate consumer tastes and
demands, as well as on our ability to remain competitive in the areas of quality, service and price. We believe we are particularly well-
positioned to compete in the apparel and footwear industries. Our diversified portfolio of apparel brands and apparel and footwear products and
our use of multiple channels of distribution has allowed us to develop a business that produces results which are not dependent on any one
demographic group, merchandise preference or distribution channel. We have developed a portfolio of brands that appeal to a broad spectrum of
consumers. Our owned brands have long histories and enjoy high recognition within their respective consumer segments. We develop our owned and
licensed brands to complement each other and to generate strong consumer loyalty. The acquisition of Calvin Klein and its prestigious brands
provides us with the opportunity to develop businesses that target different consumer groups at higher price points and in higher-end
distribution channels than our other brands, as well as with significant global opportunities due to the worldwide recognition of the Calvin
Kleinbrands.

Tariffs and Import Restrictions

A substantial portion of our products is manufactured by contractors located outside the United States. These products are imported and
are subject to U.S. customs laws, which impose tariffs as well as import quota restrictions for textiles and apparel established by the U.S.
government. In addition, a portion of our imported products is eligible for certain duty-advantaged programs commonly known as NAFTA, AGOA,
CBTPA and CBI. While importation of goods from some countries from which we obtain goods may be subject to embargo by U.S. Customs authorities
if shipments exceed quota limits, we closely monitor import quotas and can, in most cases, shift production to contractors located in countries
with available quotas. The existence of import quotas has, therefore, not had a material adverse effect on our business. Moreover, with the
gradual elimination of textile and apparel

12

quotas over the next few years by the World Trade Organization, these quota restrictions will no longer affect our business in most
countries.

Environmental Matters

Our facilities and operations are subject to various environmental, health and safety laws and regulations, including the proper
maintenance of asbestos-containing materials. In addition, we may incur liability under environmental statutes and regulations with respect to
the contamination of sites that we own or operate or previously owned or operated (including contamination caused by prior owners and operators
of such sites, abutters or other persons) and the off-site disposal of hazardous materials. We believe our operations are in compliance with
terms of all applicable laws and regulations.

Employees

As of February 1, 2004, we employed approximately 5,000 persons on a full-time basis and approximately 4,000 persons on a part-time
basis. Approximately 4% of our employees are represented for the purpose of collective bargaining by five different unions. Additional persons,
some represented by these five unions, are employed from time to time based upon our manufacturing schedules and retailing seasonal needs. Our
collective bargaining agreements generally are for three-year terms. We believe that our relations with our employees are satisfactory.

Executive Officers

The following table sets forth the name, age and position of each of our executive officers:

|Name             | Age | Position                                            
|---------------- | --- | ----------------------------------------------------
|Bruce J. Klatsky | 55  | Chairman and Chief Executive Officer; Director      
|Mark Weber       | 55  | President and Chief Operating Officer; Director     
|Emanuel Chirico  | 46  | Executive Vice President and Chief Financial Officer
|Francis K. Duane | 47  | Vice Chairman, Sportswear                           
|Allen E. Sirkin  | 61  | Vice Chairman, Dress Shirts                         
|Michael Zaccaro  | 58  | Vice Chairman, Retail Apparel                       

Mr. Bruce J. Klatsky has been employed by us in various capacities over the last 30 years, and was our President from 1987 to March 1998.
Mr. Klatsky was named Chief Executive Officer in June of 1993 and Chairman of the Board in June of 1994.

Mr. Mark Weber has been employed by us in various capacities over the last 30 years, had been a Vice President since 1988, was Vice Chairman
since 1995 and was named President and Chief Operating Officer in 1998.

Mr. Emanuel Chirico joined us as Vice President and Controller in 1993. Mr. Chirico was named Executive Vice President and Chief Financial
Officer in 1999.

Mr. Francis K. Duane became our Vice Chairman, Sportswear in 2001, after serving as President of our Izod division since May 1998.

Mr. Allen E. Sirkin has been employed by us since 1985. He served as Chairman of our Apparel Group from 1990 until 1995 and was named Vice
Chairman, Dress Shirts in 1995.

Mr. Michael Zaccaro became our Vice Chairman, Retail Apparel in April 2002. Prior to that he was Group President, Van Heusen and Izod Retail
from August 2001 until April 2002, President, Izod Retail from January 1999 until July 2001 and President, Van HeusenRetail from August
1996 until December 1998.

Each of our executive officers holds the office indicated until his or her successor is chosen and qualified at the regular meeting of the
board of directors held immediately following the annual meeting of stockholders.

13

Risk Factors

Our substantial level of debt could impair our financial condition.

We currently have a substantial amount of debt. Our significant level of debt could have important consequences to investors,
including:

- requiring a substantial portion of our cash flows from operations be used for the payment of interest on our debt, therefore reducing the
funds available to us for our operations or other capital needs;
- limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate because our
available cash flow after paying principal and interest on our debt may not be sufficient to make the capital and other expenditures necessary
to address these changes;
- increasing our vulnerability to general adverse economic and industry conditions because, during periods in which we experience lower
earnings and cash flow, we will be required to devote a proportionally greater amount of our cash flow to paying principal and interest on our
debt;
- limiting our ability to obtain additional financing in the future to fund working capital, capital expenditures, acquisitions and general
corporate requirements;
- placing us at a competitive disadvantage to other relatively less leveraged competitors that have more cash flow available to fund working
capital, capital expenditures and general corporate requirements; and
- any borrowings we make at variable interest rates, including our revolving credit facility, leave us vulnerable to increases in interest
rates generally.

We may not be able to realize revenue growth from Calvin Klein.

A significant portion of our business strategy involves growing the Calvin Klein business. Our realization of any revenue growth
from Calvin Klein will depend largely upon our ability to:

- develop, and obtain selling space for, a Calvin Kleinmen's better sportswear line and successfully design and market that line over
time;
- successfully develop the licensing relationship with Kellwood and G.A.V. for a Calvin Klein women's better sportswear line;
- successfully develop the licensing relationship with Vestimenta for the men's and women's high-end collection apparel businesses;
- open and successfully operate a chain of Calvin Klein retail outlet stores in premium outlet malls;
- maintain and enhance the distinctive brand identity of Calvin Klein;
- maintain good working relationships with Calvin Klein's licensees and enter into new licensing arrangements; and
- execute our strategies for Calvin Klein without adversely impacting our existing business.

We cannot assure you that we can successfully execute any of these actions or our growth strategy for the Calvin Klein brands or that
the launch of our Calvin Kleinmen's better sportswear line or the launch of any other Calvin Kleinbrandedproducts by us
or our licensees will achieve the degree of consistent success necessary to generate profits or positive cash flow. Our ability to successfully
carry out our growth strategy may be affected by, among other things, our ability to enhance our relationships with existing customers to
obtain additional selling space and develop new relationships with apparel retailers, economic and competitive conditions, changes in consumer
spending patterns and changes in consumer tastes and style trends. If we fail to develop and grow successfully the Calvin Klein business, our
financial condition and results of operations may be materially and adversely affected.

14

A substantial portion of our revenues and gross profit is derived from a small number of large customers and the loss of any of these
customers could substantially reduce our revenues.

A few of our customers, including Federated, JCPenney, Kohl's, May and Wal-Mart, account for significant portions of our revenues.
Sales to our five largest customers were 27.2% of our revenues in fiscal 2003, 30.7% of our revenues in fiscal 2002 and 27.7% of our revenues
in fiscal 2001. We do not have long-term agreements with any of our customers and purchases generally occur on an order-by-order basis. A
decision by any of our major customers, whether motivated by competitive conditions, financial difficulties or otherwise, to decrease
significantly the amount of merchandise purchased from us or our licensing or other business partners, or to change their manner of doing
business with us or our licensing or other business partners, could substantially reduce our revenues and have a material adverse effect on our
financial condition and results of operations. The retail industry has, in the past, experienced a great deal of consolidation and other
ownership changes. Retailers, in the future, may further consolidate, undergo restructurings or reorganizations, or realign their affiliations,
any of which could decrease the number of stores that carry our products or increase the ownership concentration within the retail industry.
These changes could increase our reliance on a smaller number of large customers.

Our business could be adversely affected by financial instability experienced by our customers.

During the past several years, various retailers have experienced significant financial difficulties, which have resulted in
bankruptcies, liquidations and store closings. We sell our products primarily to national and regional department, mid-tier department and mass
market stores in the United States on credit and evaluate each customer's financial condition on a regular basis in order to determine the
credit risk we take in selling goods to them. The financial difficulties of a customer could cause us to curtail business with that customer
and we may be unable to shift sales to another viable customer. We may also assume more credit risk relating to receivables of a customer
experiencing financial instability. Should these circumstances arise with respect to our customers, our inability to shift sales or to collect
on our trade accounts receivable from any one of our customers could substantially reduce our revenues and have a material adverse effect on
our financial condition and results of operations.

We primarily use foreign suppliers for our products and raw materials, which poses risks to our business operations.

During fiscal 2003, in excess of 95% of our apparel products and 95% of our raw materials for apparel were produced by and purchased
or procured from independent manufacturers located in countries in the Far East, Indian subcontinent, Middle East, Caribbean and Central
America. We believe that we are one of the largest procurers of shirting fabric in the world. Additionally, 100% of our footwear products and
of the raw materials therefor were produced by and purchased or procured from independent manufacturers located in countries in the Far East,
Europe, South America and the Caribbean. Although no single supplier and no one country is critical to our production needs, any of the
following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect
on our business, financial condition and results of operations:

- political or labor instability in countries where contractors and suppliers are located;
- political or military conflict involving the United States, which could cause a delay in the transportation of our products and raw
materials to us and an increase in transportation costs;
- heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more thorough
inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs
officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of
our brands;
- a significant decrease in availability or increase in cost of raw materials, particularly petroleum-based synthetic fabrics, which are
currently in high demand;
- disease epidemics and health related concerns, such as the SARS outbreak and the mad cow and hoof and mouth disease outbreaks in recent
years, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in
infected areas;

15

- 
- the migration and development of manufacturers, which can affect where our products are or are planned to be produced;
- imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations, which, among
other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed;
- imposition of duties, taxes and other charges on imports;
- significant fluctuation of the value of the dollar against foreign currencies; and
- restrictions on transfers of funds out of countries where our foreign licensees are located.

If our manufacturers fail to use acceptable ethical business practices, our business could suffer.

We require our manufacturers to operate in compliance with applicable laws, rules and regulations regarding working conditions,
employment practices and environmental compliance. Additionally, we impose upon our business partners, operating guidelines that require
additional obligations in those areas in order to promote ethical business practices, and our staff periodically visits and monitors the
operations of our independent manufacturers to determine compliance. However, we do not control our independent manufacturers or their labor
and other business practices. If one of our manufacturers violates labor or other laws or implements labor or other business practices that are
generally regarded as unethical in the United States, the shipment of finished products to us could be interrupted, orders could be cancelled,
relationships could be terminated and our reputation could be damaged. Any of these events could have a material adverse effect on our revenues
and, consequently, our results of operations.

Our reliance on independent manufacturers could cause delay and damage customer relationships.

In fiscal 2003, we relied upon independent third parties for the manufacture of more than 95% of our apparel products and 100% of
our footwear products. We do not have long-term contracts with any of our suppliers. A manufacturer's failure to ship products to us in a
timely manner or to meet required quality standards could cause us to miss the delivery date requirements of our customers for those products.
As a result, customers may cancel their orders, refuse to accept deliveries or demand reduced prices. Any of these actions taken by our
customers may have a material adverse effect on our revenues and, consequently, our results of operations.

As a result of our acquisition of Calvin Klein, we have increased our dependence on revenues from royalties.

In fiscal 2003, $143.1 million, or 9.0%, of our revenues were derived from licensing royalties and other revenues, principally in
our Calvin Klein Licensing segment. A few of Calvin Klein's business partners, including Warnaco, Unilever and Marchon Eyewear account for
significant portions of its revenues. Royalty and other revenues from Calvin Klein's three largest business partners accounted for
approximately 54% of its royalty and other revenues in fiscal 2003. The operating profit associated with Calvin Klein's royalty and other
revenues is significant because the operation expenses directly associated with administering and monitoring an individual licensing or similar
agreement are minimal. Therefore, the loss of a significant business partner, whether due to the termination or expiration of the relationship,
the cessation of the business partner's operations or otherwise, (including as a result of financial difficulties), without an equivalent
replacement, could materially affect our profitability. For example, Warnaco accounted for approximately 26% of Calvin Klein's royalty and
other revenues in fiscal 2003. Although Warnaco has emerged from bankruptcy proceedings, no assurance can be given as to its future financial
stability. While we generally have significant control over our business partners' products and advertising, we rely on our business partners
for, among other things, operational and financial controls over their businesses. Our business partners' failure to successfully market
licensed products or our inability to replace our existing business partners could adversely affect our revenues both directly from reduced
royalty and other revenues received and indirectly from reduced sales of our other products. Risks are also associated with a business
partner's ability to:

- obtain capital;
- manage its labor relations;

16

- 
- maintain relationships with its suppliers;
- manage its credit risk effectively; and
- maintain relationships with its customers.

In addition, we rely on our business partners to preserve the value of our brands. Although we make every attempt to protect our brands
through, among other things, approval rights over design, production quality, packaging, merchandising, distribution, advertising and promotion
of our products, we cannot assure you that we can control the use by our business partners of each of our licensed brands. The misuse of our
brands by a business partner could have a material adverse effect on our business, financial condition and results of operations. For example,
Calvin Klein in the past has been involved in legal proceedings with Warnaco with respect to certain quality and distribution issues. As a
result of our acquisition of Calvin Klein, Warnaco is entitled to control design and advertising related to the sale of underwear, intimate
apparel and sleepwear products bearing the Calvin Klein brands. We cannot assure you that Warnaco will maintain the same standards of
design and advertising previously maintained by Calvin Klein, although we believe they are generally obligated to do so.

Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop.

Our retail stores are located principally in outlet malls, which are typically located in or near vacation destinations or away from
large population centers where department stores and other traditional retailers are concentrated. As a result, fuel shortages, increased fuel
prices, travel restrictions, travel concerns and other circumstances, including as a result of war, terrorist attacks or the perceived threat
of war or terrorist attacks, which would lead to decreased travel, could have a material adverse affect on us, as was the case after the
September 11th terrorist attacks. Other factors which could affect the success of our stores include:

- the location of the mall or the location of a particular store within the mall;
- the other tenants occupying space at the mall;
- increased competition in areas where the outlet malls are located;
- a downturn in the economy generally or in a particular area where an outlet mall is located; and
- the amount of advertising and promotional dollars spent on attracting consumers to the malls.

We may be unable to protect our trademarks and other intellectual property rights.

Our trademarks and other intellectual property rights are important to our success and our competitive position. We are susceptible
to others imitating our products and infringing our intellectual property rights. Since our acquisition of Calvin Klein, we are more
susceptible to infringement of our intellectual property rights, as the Calvin Klein brands enjoy significant worldwide consumer
recognition and the generally higher pricing of Calvin Klein branded products creates additional incentive for counterfeiters and
infringers. Imitation or counterfeiting of our products or infringement of our intellectual property rights could diminish the value of our
brands or otherwise adversely affect our revenues. We cannot assure you that the actions we have taken to establish and protect our trademarks
and other intellectual property rights will be adequate to prevent imitation of our products by others or to prevent others from seeking to
invalidate our trademarks or block sales of our products as a violation of the trademarks and intellectual property rights of others. In
addition, we cannot assure you that others will not assert rights in, or ownership of, trademarks and other intellectual property rights of
ours or in marks that are similar to ours or marks that we license and/or market or that we will be able to successfully resolve these types of
conflicts to our satisfaction. In some cases, there may be trademark owners who have prior rights to our marks because the laws of certain
foreign countries may not protect intellectual property rights to the same extent as do the laws of the United States. In other cases, there
may be holders who have prior rights to similar marks. For example, we were involved in a proceeding relating to a company's claim of prior
rights to the IZOD mark in Mexico, and Calvin Klein was involved in a proceeding relating to a company's claim of prior rights to the
Calvin Klein mark in Chile. We are currently involved in opposition and cancellation proceedings with respect to marks similar to some
of our brands, both domestically and internationally.

17

The success of Calvin Klein depends on the value of our Calvin Klein brands, and if the value of those brands were to diminish, our business
could be adversely affected.

Our success depends on our brands and their value. The Calvin Kleinname is integral to the existing Calvin Klein business,
as well as to the implementation of our strategies for growing and expanding Calvin Klein. Although Mr. Klein will continue as a consultant
until February 2006, he is no longer a member of management. Our Calvin Klein business could be adversely affected if there is a perception by
consumers that, as a result of the sale of the business, Mr. Klein's role has changed in a manner that is disadvantageous to the Calvin Klein
business. The Calvin Klein brands could be adversely affected if Mr. Klein's public image or reputation were to be tarnished. We may
seek in the future stockholder approval to change the name of our company to "Calvin Klein Inc." or a similar name. Any such name change could
increase our risks related to the public perception of the Calvin Klein name. In addition, we market some of our products under the
names and brands of other recognized designers:  Geoffrey Beene, Kenneth Cole, Max Azria and Michael Kors. Our sales of those products could be
materially and adversely affected if any of those designer's images or reputations were to be negatively impacted.

Our revenues and profits are cyclical and sensitive to general economic conditions, consumer confidence and spending patterns.

The apparel and footwear industries in which we operate have historically been subject to substantial cyclical variations and are
particularly affected by adverse trends in the general economy, with consumer spending tending to decline during recessionary periods. The
success of our operations depends on consumer spending. Consumer spending is impacted by a number of factors, including actual and perceived
economic conditions affecting disposable consumer income (such as unemployment, wages and salaries), business conditions, interest rates,
availability of credit and tax rates in the general economy and in the international, regional and local markets where our products are sold.
Any significant deterioration in general economic conditions or increases in interest rates could reduce the level of consumer spending and
inhibit consumers' use of credit. In addition, war, terrorist activity or the threat of war and terrorist activity may adversely affect
consumer spending, and thereby have a material adverse effect on our financial condition and results of operations.

We face intense competition in the apparel and footwear industries.

Competition is strong in the segments of the apparel and footwear industries in which we operate. We compete with numerous domestic
and foreign designers, brands and manufacturers of apparel, accessories and footwear, some of which are significantly larger or more
diversified or have greater resources than we do. In addition, through their use of private label programs, we compete directly with our
wholesale customers. We compete within the apparel and footwear industries primarily on the basis of:

- anticipating and responding to changing consumer tastes and demands in a timely manner and developing attractive, quality products;
- maintaining favorable brand recognition;
- appropriately pricing products and creating an acceptable value proposition for customers;
- providing strong and effective marketing support;
- ensuring product availability and optimizing supply chain efficiencies with third-party manufacturers and retailers; and
- obtaining sufficient retail floor space and effective presentation of our products at retail.

We attempt to minimize risks associated with competition, including risks related to changing style trends and product acceptance, by
closely monitoring retail sales trends. The failure, however, to compete effectively or to keep pace with rapidly changing markets could have a
material adverse effect on our business, financial condition and results of operations. In addition, if we misjudge the market for our
products, we may be faced with significant excess inventories for some products and missed opportunities with others.

18

The loss of members of our executive management and other key employees could have a material adverse effect on our business.

We depend on the services and management experience of Bruce J. Klatsky, Mark Weber and other of our executive officers who have
substantial experience and expertise in our business. We also depend on key employees involved in our licensing, design and advertising
operations. Competition for qualified personnel in the apparel and footwear industries is intense, and competitors may use aggressive tactics
to recruit our key employees. The unexpected loss of services of one or more of these individuals could materially adversely affect us.

Significant influence by certain stockholders.

In connection with our acquisition of Calvin Klein, affiliates of Apax Managers, Inc. and Apax Partners Europe Managers Limited
purchased our Series B convertible preferred stock, which, as of February 1, 2004, was convertible by them into 38.2% of our outstanding common
stock. If we elect not to pay a cash dividend for any quarter, then the Series B convertible preferred stock will be treated for purposes of
the payment of future dividends and upon conversion, redemption or liquidation as if an in-kind dividend has been paid. As a result, it is
possible that if we do not pay a cash dividend on the Series B convertible preferred stock in any quarter through the first quarter of fiscal
2010 (assuming no further issuances of common stock, including as a result of the exercise of stock options), a change in control will result
under our existing various indentures and certain other agreements.

While the holders of our Series B convertible preferred stock are prohibited from initiating a takeover, in certain circumstances, they may
be able to participate in a bidding process initiated by a third party. As long as affiliates of the Apax affiliates own at least 50% of the
shares of our Series B convertible preferred stock initially sold to the Apax affiliates, they will have the ability to prevent a change of
control, or a sale of all or substantially all of our assets. Additionally, as long as 50% of our Series B convertible preferred stock remains
outstanding, the holders of our Series B convertible preferred stock will have a right to purchase their pro rata share of newly-issued
securities. The holders of our Series B convertible preferred stock have certain additional rights, including the right to approve the issuance
of certain new series of our preferred stock, which could also have the effect of discouraging a third party from pursuing a non-negotiated
takeover, and preventing changes in control, of our company.

As a result of the rights related to their ownership of our Series B convertible preferred stock, the Apax affiliates have substantial
influence over us, including by virtue of their right to elect separately as a class three directors and to have one of their directors serve
on the audit, compensation, nominating and executive committees of our board subject to applicable law, rule and regulation.



19

Item 2.  Properties

The general location, use, ownership status and approximate size of the principal properties which we currently occupy are set forth
below:

|                           |                                                   |           | Approximate
|-------------------------- | ------------------------------------------------- | --------- | -----------
|                           |                                                   | Ownership | Area in    
|Location                   | Use                                               | Status    | Square Feet
|                           |                                                   |           |            
|New York, New York         | Corporate and apparel administrative  offices and |           |            
|                           | showrooms                                         | Leased    | 138,000    
|New York, New York         | Calvin Klein administrative offices and showrooms | Leased    | 159,000    
|Bridgewater, New Jersey    | Corporate and apparel administrative offices      | Leased    | 163,000    
|S. Portland, Maine         | Footwear administrative offices                   | Leased    | 99,000     
|Ozark, Alabama             | Apparel manufacturing facilities                  | Owned     | 108,000    
|Reading, Pennsylvania      | Apparel warehouse and distribution center         | Owned     | 410,000    
|Chattanooga, Tennessee     | Apparel warehouse and distribution center         | Owned     | 451,000    
|Chattanooga, Tennessee     | Apparel storage                                   | Leased    | 60,000     
|Schuylkill Haven,          |                                                   |           |            
|Pennsylvania               | Apparel warehouse and distribution center         | Owned     | 251,000    
|Schuylkill Haven,          |                                                   |           |            
|Pennsylvania               | Apparel storage                                   | Leased    | 53,000     
|Austell, Georgia           | Apparel warehouse and distribution center         | Leased    | 421,000    
|Brinkley, Arkansas         | Apparel warehouse and distribution center         | Owned     | 112,000    
|Wilton, Maine              | Footwear warehouse and distribution center        | Owned     | 352,000    
|North Jay, Maine           | Footwear warehouse and distribution center        | Owned     | 67,000     
|Jonesville, North Carolina | Apparel and footwear warehouse and distribution   |           |            
|                           | center                                            | Owned     | 575,000    
|                           |                                                   |           |            

In addition, we lease certain other administrative/support offices and showrooms in various domestic and international
locations. We also currently operate and lease over 700 apparel and footwear retail stores principally in the United States.

In connection with our acquisition of Calvin Klein, we acquired leases for a warehouse and distribution center, which also housed
administrative offices, in North Bergen, New Jersey. We have closed the North Bergen, New Jersey facility (where we occupied 180,000 square
feet) in connection with our licensing arrangement with Vestimenta.

In connection with our licensing of the Bass brand to Brown Shoe for wholesale footwear, we will be closing our South Portland, Maine
offices and Wilton, Maine and North Jay, Maine warehouses and distribution centers. Continuing operations relating to our Bass retail
business will be relocated to other facilities.

Information with respect to minimum annual rental commitments under leases in which we are a lessee is included in the note entitled
"Leases" in the Notes to Consolidated Financial Statements included in Item 8 of this report.

Item 3.  Legal Proceedings

We are a party to certain litigation which, in management's judgment based in part on the opinions of legal counsel, will not have a
material adverse effect on our financial position.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

20

PART II

Item 5.  Market for Registrant's Common Stock and Related Security Holder Matters

Certain information with respect to the market for our common stock, which is listed on the New York Stock Exchange, and related security
holder matters appear in the Notes to Consolidated Financial Statements under the headings "Other Comments" on page F-24 "Selected Quarterly
Financial Data" on page F-25 and "Ten Year Financial Summary" on pages F-27 and F-28. As of March 23, 2004, there were 1,040 stockholders of
record of our common stock. The closing price of our common stock on March 23, 2004 was $18.03.

Item 6.  Selected Financial Data

Selected Financial Data appears under the heading "Ten Year Financial Summary" on pages F-27 and
F-28.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

The following discussion and analysis is intended to help you understand us, our operations and financial performance. It should be read in
conjunction with our consolidated financial statements and the accompanying notes.

Business Description

We are one of the largest apparel companies in the world. Our portfolio of brands includes Van Heusen, Calvin Klein, IZOD,
G.H. Bass & Co. and Bass, which are owned, and Arrow, Geoffrey Beene, Kenneth Cole New York, Reaction
by Kenneth Cole and, beginning in mid and late 2004, BCBG Max Azria and MICHAEL Michael Kors, which are licensed. We acquired
Calvin Klein, Inc., a lifestyle design and marketing company in February 2003. The addition of Calvin Klein, one of the world's most
highly recognized designer brands, provides us with an additional platform for growth in revenues and profitability, and a significant royalty
stream.

We believe that our strategy of managing and marketing a portfolio of nationally recognized brands across multiple product categories
through multiple channels of distribution provides a stable and broad-based platform that helps diversify our risk profile. In addition, we
leverage our sourcing, warehousing, distribution and information technology expertise across all of our brands, which allows us to respond
rapidly to changes in sales trends and customer demands.

The year 2003 was both exciting and challenging. Early in the year, we completed the acquisition of Calvin Klein and, at that time, outlined
a series of initiatives focused on integration, achieving targeted cost savings and beginning to take advantage of the global growth
opportunities available to the brand. The financial results for 2003 include specific integration activities which are comprised of (i) the
sales, cost of sales and operating expenses directly attributable to the Calvin Klein men's and women's high-end collection apparel
businesses which were transferred to Vestimenta S.p.A. under a license agreement which went into full effect on January 1, 2004 and (ii) the
costs of certain duplicative personnel and facilities during the integration of various Calvin Klein logistical and back office functions.

In the fourth quarter of 2003, we took certain initiatives to further align our strategic energies to supporting and growing our dress
shirt, sportswear and Calvin Klein businesses. We announced we would exit the wholesale footwear business by licensing the Bass brand
for wholesale distribution of footwear to Brown Shoe and announced the closing of up to 200 underperforming retail outlet stores across our
Van Heusen, IZOD, Bass and Geoffrey Beene retail outlet chains. We have estimated that the pre-tax costs to be
incurred in connection with these actions are approximately $40.0 million, of which $20.7 million was incurred prior to year end. (Please see
the note entitled "Asset Impairments, Restructuring, Activity Exit Costs and Other Charges" in the Notes to Consolidated Financial Statements
included in Item 8 of this report.) Overall, including the liquidation of working capital associated with

21

exiting the wholesale footwear business and the outlet store closing program, these actions are expected to provide positive net cash
flow.

RESULTS OF OPERATIONS

Operations Overview

The following table summarizes our results of operations in 2003, 2002 and 2001.

(in millions, except percentages)

|                                 | 2003      |  | 2002      |  | 2001     
|-------------------------------- | --------- |  | --------- |  | ---------
|                                 |           |  |           |  |          
|Net sales                        | $1,438.9  |  | $1,393.2  |  | $1,421.0 
|Royalty and other revenues       | 143.1     |  | 11.8      |  | 10.8     
|Total revenues                   | 1,582.0   |  | 1,405.0   |  | 1,431.9  
|                                 |           |  |           |  |          
|Gross profit                     | 657.5     |  | 531.2     |  | 506.2    
|% of total revenues              | 41.6%     |  | 37.8%     |  | 35.4%    
|                                 |           |  |           |  |          
|Selling, general and             |           |  |           |  |          
|administrative expenses          | 601.8     |  | 462.2     |  | 465.1    
|% of total revenues              | 38.0%     |  | 32.9%     |  | 32.5%    
|                                 |           |  |           |  |          
|Gain on sale of investment       | 3.5       |  |           |  |          
|                                 |           |  |           |  |          
|Income before interest and taxes | 59.3      |  | 69.0      |  | 41.1     
|                                 |           |  |           |  |          
|Interest expense                 | 37.5      |  | 23.9      |  | 24.8     
|Interest income                  | 1.1       |  | 1.2       |  | 0.3      
|                                 |           |  |           |  |          
|Income before taxes              | 22.9      |  | 46.3      |  | 16.7     
|                                 |           |  |           |  |          
|Income tax expense               | 8.2       |  | 15.9      |  | 6.0      
|                                 |           |  |           |  |          
|Net income                       | $    14.7 |  | $    30.4 |  | $    10.7



We generate net sales from (i) the wholesale distribution of apparel, principally under the brand names Van Heusen, Calvin
Klein, IZOD, Arrow, Geoffrey Beene, Kenneth Cole New York, Reaction by Kenneth Cole and various private labels,
and, through the end of 2003, footwear under the Bassbrand, and (ii) the sale, through approximately 700 company operated retail
stores, of apparel, footwear and accessories under the brand names Van Heusen, IZOD, Geoffrey Beene, Bass and,
beginning at the end of the third quarter of 2003, Calvin Klein. Our stores operate in an outlet format, except for three Calvin
Klein image stores located in New York City, Dallas and Paris selling men's and women's high-end collection apparel and accessories, soft
home furnishings and tableware.

We generate royalty and other revenues from fees for licensing the use of our trademarks. Prior to 2003, royalty and other revenues related
principally to licensing the IZOD and Van Heusen trademarks. In 2003, royalty and other revenues increased significantly due to
the acquisition of Calvin Klein. Calvin Klein royalty and other revenues are derived under licenses and other arrangements primarily for jeans,
underwear, fragrances, eyewear, watches, table top and soft home furnishings.

In 2003, net sales were 91.0% and royalty and other revenues were 9.0% of our total revenues.

22

Gross profit on total revenues is total revenues less cost of goods sold. We include as cost of goods sold costs of production and
procurement of product, including inbound freight, purchasing and receiving, inspection and internal transfer costs. Since there is no cost of
goods sold associated with royalty and other revenues, 100% of such revenues are included in gross profit. Due to the above factors, our gross
profit may not be comparable to that of other entities.

Selling, general and administrative expenses include all operating expenses other than expenses included in cost of goods sold. Salaries and
related fringe benefits are the largest component of selling, general and administrative expenses, comprising 49.8% of such expenses in 2003.
Rent and occupancy for offices, warehouses and retail stores is the next largest expense, comprising 20.7% of selling, general and
administrative expenses in 2003.

Net Sales

The 2003 net sales increase of $45.7 million is principally attributable to the net sales increases described below, offset, in part by the
net sales decreases described below.

Net sales increases in 2003 include:

- $36.0 million attributable to the Calvin Klein businesses which we acquired on February 12, 2003. Of such amount, $14.2 million relate to
the three Calvin Klein image stores which we currently plan to continue to operate, and $21.8 million relate to wholesale distribution
of Calvin Klein men's and women's high-end collection apparel products. The high-end wholesale collection apparel business has been
transferred to Vestimenta under a license agreement which went into full effect on January 1, 2004.
- $44.9 million attributable to our wholesale apparel business. Significant sales increases were achieved in IZOD and Arrow
brand sportswear and Calvin Klein brand dress shirts, and, to a lesser extent, in Van Heusen brand sportswear and Arrow
brand dress shirts.

Net sales decreases in 2003 include:

- A $20.1 million decline in our retail outlet divisions due to a difficult retail environment, particularly in the first three quarters of
the year. Sales in our retail stores open at least two years declined 3.6% in 2003. Such decreases, when considered with prior year decreases,
were deemed an impairment indicator which caused us to evaluate our chain of outlet stores in the fourth quarter of 2003. In connection
therewith, an impairment of long-lived assets was recorded for approximately 200 stores. Many of these stores are expected to be closed over
the next two years.
- A $15.1 million decrease attributable to reduced wholesale sales of footwear and private label sportswear.

In 2002, the $27.8 million net sales decrease related principally to a weak apparel environment, particularly in dress shirts, as well as a
weak overall retail environment, as sales in our retail stores open at least two years declined 3.2%. Also contributing to the 2002 decrease
was a reduction in promotional and close-out dress shirt sales used to liquidate excess inventory during 2001.

Net sales in 2004 are expected to include the effect of exiting and starting various businesses, including, without limitation, the
following:

- The loss of the net sales attributable to the wholesale distribution of footwear under the Bass brand, which in 2003 were $61.3
million. The Bass wholesale footwear business has been transferred to Brown Shoe under a license that went into effect on February 2,
2004 and has an initial term that continues through January 31, 2007.

23

- 
- The loss of the net sales attributable to store closings. We announced at the end of 2003, our intention to close up to 200 underperforming
retail outlet stores over the next two years.
- The loss of the net sales from the wholesale distribution of the Calvin Klein men's and women's high-end collection apparel
businesses, which businesses have been transferred under the license with Vestimenta. The net sales of the businesses were $21.8 million in
2003.
- The addition of net sales attributable to our planned launch of a Calvin Klein men's better sportswear line to be marketed to
upscale specialty and department stores for the Fall 2004 season.
- The addition of net sales from Calvin Klein retail outlet stores in premium outlet malls, which we have begun to open. We currently
intend to open as many as 75 Calvin Klein outlet stores over the next four to five years.

The net effect of these items, as well as anticipated changes in our ongoing businesses, is currently expected to result in an increase in
2004 net sales of 1.0%-2.5%.

Royalty and Other Revenues

The 2003 royalty and other revenues increase of $131.3 million is principally attributable to royalty and other revenues of the Calvin Klein
Licensing segment. We currently expect that royalty and other revenues of the segment will increase in the future, both as a result of growth
in the businesses of existing licensees, as well as signing additional license agreements.

Gross Profit on Total Revenues

The increase in the 2003 gross profit on total revenues percentage compared with 2002 is due principally to the increase in royalty and
other revenues as a percentage of total revenues. Since royalty and other revenues do not carry a cost of sales, the gross profit percentage on
such revenues is 100.0%. We currently expect that royalty and other revenues will continue to increase as a percentage of total revenues. If
this occurs, the gross profit on total revenues percentage should increase.

Partially offsetting the gross profit percentage improvement from the revenue mix was the impact of the wholesale distribution of Calvin
Klein men's and women's high-end collection apparel products. These businesses had a 120 basis point negative impact on the 2003
percentage. Their elimination by virtue of the license with Vestimenta, combined with our closing of underperforming retail outlet stores, is
expected to have a positive effect on our gross profit percentage in 2004.

The increase in the 2002 gross profit on total revenues percentage compared with 2001 related principally to the cost benefits realized from
the closure, at the beginning of 2002, of three dress shirt manufacturing facilities, as well as the reduction in promotional and close-out
dress shirt sales used to liquidate excess inventory during 2001.

Selling, General and Administrative Expenses

The increased 2003 selling, general and administrative expense as a percentage of total revenues is principally related to two factors:

- Revenues associated with the Calvin Klein Licensing segment are principally royalty and other revenues which do not carry a cost of sales.
Thus, all operating expenses associated with the Calvin Klein Licensing segment's royalty and other revenues are classified as selling, general
and administrative expenses, which increases our selling, general and administrative expense as a percentage of total revenues.

24

- 
- In 2003, we incurred approximately $36.4 million of selling, general and administrative expenses associated with (i) the wholesale
distribution of Calvin Klein men's and women's high-end collection products, and (ii) the costs of certain duplicative personnel and
facilities incurred during the integration of various Calvin Klein logistical and back office functions. The 2003 year also includes an $11.1
million charge for the impairment of long-lived assets in certain of our retail outlet stores, and related severance and lease termination
costs.

While the transitional and impairment expenses are not expected to recur in 2004, increased expenses for Calvin Klein advertising and
licensing administration, as well as expenses related to exiting the wholesale footwear business, are expected to keep the 2004 selling,
general and administrative expense percentage relatively flat.

Gain on Sale of Investment

In the second quarter of 2003, we sold our minority interest in Gant Company AB for $17.2 million, net of related expenses, which resulted
in a pre-tax gain of $3.5 million.

Interest Expense and Interest Income

Interest expense in 2003 increased significantly over 2002 and 2001 due to the acquisition of Calvin Klein. The $401.6 million net cash
purchase price was funded by issuing $250.0 million of convertible redeemable preferred stock with the balance being funded by use of our cash
and a term loan from the holders of the convertible redeemable preferred stock. The term loan carried an interest rate of 10%, and had a
principal amount of between $100.0 million and $125.0 million from February 12, 2003 through May 5, 2003. The term loan was repaid on May 5,
2003 with the proceeds from our issuance of $150.0 million of 8 1/8% senior unsecured notes due 2013. Amortization of fees associated with the
8 1/8% senior unsecured notes also contributed to the increased interest expense in 2003.



On February 18, 2004, we issued $150.0 million of 7 1/4% senior unsecured notes due 2011. We used the net proceeds of the issuance towards
the purchase and redemption of our 9 1/2% senior subordinated notes due 2008. In connection with the purchase and redemption, we paid a
prepayment penalty of $7.3 million, and wrote off debt issuance costs of $1.7 million. The penalty and the write-off of debt issuance costs
will be included in interest expense in the first quarter of 2004. As a result, interest expense in 2004 is expected to increase substantially
over 2003. Excluding the effect of the prepayment penalty and the write-off of debt issuance costs, we currently expect that interest expense
in 2004 will decrease below 2003 levels, as the benefits of the lower interest rate of the 7 1/4% senior unsecured notes are realized.

Income Taxes

Income tax expense as a percentage of pre-tax income was as follows:



|2003  | 2002  | 2001 
|----- | ----- | -----
|35.8% | 34.3% | 36.0%

The increased rate for 2003 compared with 2002 relates principally to (i) lower pre-tax income, which causes state and local franchise taxes
that are not based on income to become a higher percentage, and (ii) increased non-deductible expenses included in pre-tax book income,
principally related to the sale of our minority interest in Gant.

The decreased rate in 2002 compared with 2001 relates principally to (i) higher pre-tax income, which causes state and local franchise taxes
which are not based on income to become a lower percentage, (ii) certain state tax saving strategies implemented by us and (iii) the cessation,
upon adoption of FASB Statement No. 142, of amortizing for book purposes goodwill which is not tax deductible.

25



LIQUIDITY AND CAPITAL RESOURCES

Our capital structure and cash flows were impacted significantly by the Calvin Klein acquisition. To finance the acquisition, we issued
$250.0 million of convertible redeemable preferred stock. The preferred stock has a conversion price of $14.00 per share and a dividend rate of
8.0% per annum, payable quarterly, in cash. If we elect not to pay a cash dividend for any quarter, then the convertible preferred stock will
be treated for purposes of the payment of future dividends and upon conversion, redemption or liquidation as if an in-kind dividend had been
paid. During the first three quarters of 2003, we did not pay the preferred dividends in cash, and as a result, the liquidation preference of
the preferred stock increased to $264.7 million. We paid the fourth quarter dividend in cash during the first quarter of 2004. We currently
plan to continue to pay future dividends on the preferred stock in cash. However, we, at our option, may choose not to pay a cash dividend in
future quarters.

We also obtained a term loan from the preferred stockholders to finance the acquisition. The term loan was repaid in May 2003 with the net
proceeds of our issuance of $150.0 million of 8 1/8% senior unsecured notes due 2013. As a result of this debt issuance, as well as our
February 2004 issuance of 7 1/4% senior unsecured notes due 2011 and repurchase and redemption of our 9 1/2% senior subordinated notes due 2008
with the proceeds thereof, we have no maturities of long-term debt until February 15, 2011. In addition, the preferred stockholders cannot
require redemption of the convertible redeemable preferred stock until 2013.

Cash provided by operating activities was $56.2 million in 2003 compared with $105.2 million in 2002. Cash provided by operating activities
was impacted significantly by the Calvin Klein acquisition. Cash flow from net income, adjusted for noncash depreciation, deferred taxes and
the impairment of long-lived assets, decreased $11.0 million compared with 2002. The remaining decrease in operating cash flow relates to
changes in operating assets and liabilities as follows:

- Cash flow from receivables decreased $9.6 million, due principally to the timing of royalty payments related to the Calvin Klein Licensing
segment.
- Cash flow from inventories increased $24.3 million, due principally to liquidating inventories associated with the Calvin Klein
men's and women's high-end collection apparel businesses in connection with the transfer of the businesses pursuant to the license with
Vestimenta.
- Cash outflow for accounts payable and accrued expenses increased $30.4 million, due principally to the Calvin Klein acquisition, including
professional fees and restructuring initiatives, which included severance and lease exit costs.
- We made a voluntary $17.0 million contribution to our pension plan in January 2004 to improve our funding status.

We currently expect our cash flow from operating activities in 2004 to be in a range of $95.0 million to $105.0 million. Capital
expenditures in 2004 are currently expected to be in a range of $38.0 million to $40.0 million, contingent purchase price payments in 2004 to
Mr. Klein are currently expected to be in a range of $20.0 million to $22.0 million, and cash dividends in 2004 on both our common and
preferred stock are currently expected to aggregate $25.0 million to $26.0 million. As a result, we currently expect to generate $10.0 million
to $20.0 million of cash flow in 2004.

Beyond 2004, we currently expect that our net income will increase as a result of the growth in our businesses, principally related to
Calvin Klein. Such earnings growth, if it materializes, is likely to increase our cash flow. From a cash flow perspective, any future earnings
growth may be partially offset by, among other factors, increased working capital requirements or an increase in contingent purchase price
payments to Mr. Klein.

For near-term liquidity, in addition to our cash balance, we have a secured revolving credit facility which provides for revolving credit
borrowings, as well as the issuance of letters of credit. We may, at our option, borrow and repay amounts up to a maximum of $325.0 million
under both the revolving credit borrowings and the issuance of letters of credit. Based on our working capital projections, we believe that our
borrowing capacity under this

26

secured revolving credit facility provides us with adequate liquidity for our peak seasonal needs for the foreseeable future. As of February
1, 2004, we had no borrowings and $139.2 million outstanding letters of credit under this facility.

In the longer term, we believe that our ability to generate earnings and cash flow will be adequate to service our debt and fund any
required working capital to support our growth. We believe that with the conversion price of our convertible redeemable preferred stock at
$14.00 per share, the preferred stock in the future will be converted to common stock rather than redeemed. However, due to the extended date
at which redemption could be required, and given our projections of future profitability, we believe that adequate financing could be secured,
if necessary, to obtain additional funds for redemption, or, if opportunities present themselves, future acquisitions.

Contractual Obligations and Off-Balance Sheet Arrangements

The following table summarizes, as of February 1, 2004, unless otherwise noted, our contractual cash obligations by future
period:

|Contractual Cash Obligations           |                       
|-------------------------------------- | ----------------------
|                                       |                       
|                                       | Payments Due by Period
|                                       |                       
|Description                            | Obligations           
|                                       |                       
|                                       |                       
|Long-term debt (1)                     | $   400.0             
|Interest payments on long-term debt(1) | 342.0                 
|Operating leases (2)                   | 293.2                 
|Inventory purchase commitments         | 373.5                 
|Minimum contractual royalty            |                       
|payments(3)                            | 51.0                  
|Supplemental defined benefit plan (4)  | 15.8                  
|Total contractual cash obligations     | $1,475.5              

(1)

(2)

(3)

(4)

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have a material current effect, or that are reasonably likely to have a material
future effect, on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.

27



MARKET RISK - INTEREST AND EXCHANGE RATE SENSITIVITY

Financial instruments held by us include cash equivalents and long-term debt. Based upon the amount of cash equivalents held at February 1,
2004 and the average net amount of cash equivalents that we currently anticipate holding during 2004, we believe that a change of 100 basis
points in interest rates would not have a material effect on our financial position or results of operations. The note entitled "Long-Term
Debt" in the Notes to the Consolidated Financial Statements included in Item 8 of this report outlines the principal amounts, interest rates,
fair values and other terms required to evaluate the expected sensitivity of interest rate changes on the fair value of our fixed rate long-
term debt.

Substantially all of our sales and expenses are currently denominated in United States dollars. However, certain of our operations and
license agreements, particularly in the Calvin Klein Licensing segment, expose us to fluctuations in foreign currency exchange rates, primarily
the rate of exchange of the United States dollar against the Euro and the Yen. Exchange rate fluctuations can cause the United States dollar
equivalent of the foreign currency cash flows to vary. This exposure arises as a result of (i) license agreements that require licensees to
make royalty and other payments to us based on the local currency in which the licensees operate, with us bearing the risk of exchange rate
fluctuations and (ii) our retail and administrative operations that require cash outflows in foreign currencies. To a certain extent, there is
a natural hedge of exchange rate changes in that the foreign license agreements generally produce cash inflows and the foreign retail and
administrative operations generally produce cash outflows. We may from time to time purchase foreign currency forward exchange contracts to
hedge against changes in exchange rates. No forward exchange contracts were held as of February 1, 2004. We believe that future exchange rate
changes will not have a material effect on our financial condition or results of operations.

SEASONALITY

Our business is seasonal, with higher sales and income in the second half of the year, which coincides with our two peak retail selling
seasons: the first running from the start of the back to school and Fall selling season beginning in August and continuing through September,
and the second being the Christmas selling season beginning with the weekend following Thanksgiving and continuing through the week after
Christmas.

Also contributing to the strength of the second half is the high volume of Fall shipments to wholesale customers, which are generally more
profitable than Spring shipments. The less profitable Spring selling season at wholesale combines with retail seasonality to make the first
quarter weaker than the other quarters. Due to the Calvin Klein acquisition, in particular the impact of the substantial level of royalty and
other revenues generated from the Calvin Klein Licensing segment, which tend to be earned more evenly throughout the year, some of this
historical seasonality has been moderated in 2003, and additional moderation may occur in the future.

ACCOUNTING POLICIES INVOLVING SIGNIFICANT ESTIMATES

Our financial statements are based on the selection and application of significant accounting policies, which require management to make
significant estimates and assumptions. We believe that the following are the more critical judgmental areas in the application of our
accounting policies that currently affect our financial condition and results of operations:

Sales allowance accrual - We have arrangements with many of our department and specialty store customers to support their sales of
our products. We establish accruals which, based on a review of the individual customer arrangements and the expected performance of our
products in their stores, we believe will be required to satisfy our obligations. It is possible that the accrual estimates could vary from
actual results, which would require adjustment to the allowance accruals.

Inventories - We state our inventories at the lower of cost or market. When market conditions indicate that inventories may need to
be sold below cost, inventories are written down to the estimated net realizable value. We believe that all inventory writedowns required at
February 1, 2004 have been recorded. If market conditions were to change, it is possible that the required level of inventory reserves would
need to be adjusted.

28

Income taxes - As of February 1, 2004, we have deferred tax assets of $54.3 million related to tax loss and credit carryforwards which
begin to expire principally in 2008. Realization of these carryforwards is primarily dependent upon the achievement of future taxable income.
Based on the extended expiration dates and projections of future taxable income, we have determined that realization of these assets is more
likely than not. If future changes to market conditions require a change in judgment as to realization, it is possible that material
adjustments to these deferred tax assets may be required.

Goodwill and other intangible assets - As discussed in the Notes to the Consolidated Financial Statements included in Item 8 of this
report, in 2002, we adopted FASB Statement No. 142. This statement requires, among other things, that goodwill and other indefinitely lived
intangible assets no longer be amortized, and instead be tested for impairment based on fair value. An impairment loss could have a material
adverse impact on our financial condition and results of operations. Performance of the goodwill impairment tests requires significant
judgments regarding the allocation of net assets to the reporting unit level, which is the level at which the impairment tests are required.
The determination of whether an impairment exists also depends on, among other factors, the estimated fair value of the reporting units, which
itself depends in part on market conditions.

Medical claims accrual - We self-insure a significant portion of our employee medical costs. Based on trends and the number of
covered employees, we record estimates of medical claims which have been incurred but not paid. If actual medical claims varied significantly
from these estimates, an adjustment to the medical claims accrual would be required.

Pension benefits - Included in the calculations of expense and liability for our pension plans are various assumptions, including
return on assets, discount rate and future compensation increases. Based on these assumptions, and due in large part to decreases in discount
rates and the poor performance of U.S. equity markets in 2001 and 2002, we have significant unrecognized costs for our pension plans at
February 1, 2004. Depending on future asset performance and discount rates, such costs could be required to be amortized in the future which
could have a material effect on future pension expense. We are currently estimating that our 2004 pension expense will increase by
approximately $4.0 million compared with 2003.

Long-lived asset impairment - During the fourth quarter of 2003, we determined that the long-lived assets in approximately 200 of our
retail outlet stores were not recoverable, which resulted in us recording an impairment charge of $9.0 million. In order to calculate the
impairment charge, we estimated each store's undiscounted future cash flows and the fair value of the related long-lived assets. The
undiscounted future cash flows for each store were estimated assuming the 2003 sales trends continued in the future. If different assumptions
had been used for future sales trends, the number of impaired stores could have been significantly higher or lower. The fair value of the long-
lived assets was estimated based on our experience in disposing of leasehold improvements of stores which we had closed.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Information with respect to Quantitative and Qualitative Disclosures About Market Risk appears under the heading "Market Risk" in Item
7.

Item 8.  Financial Statements and Supplementary Data

See page F-1 of this report for a listing of the consolidated financial statements and supplementary data included in this report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.  Controls and Procedures

As of February 1, 2004, we carried out an evaluation, under the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the

29

design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective as of February 1, 2004. Disclosure controls and procedures are
controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms.

There have been no changes in our internal control over financial reporting during the period to which this report relates that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.







30



PART III

Item 10.  Directors and Executive Officers of the Registrant

Information required by Item 10 is incorporated herein by reference to the section entitled "Election of Directors" in our proxy statement
for the Annual Meeting of Stockholders to be held on June 15, 2004. Information with regard to compliance by our officers and directors with
Section 16(a) of the Securities Exchange Act is incorporated herein by reference to the section entitled "Section 16(a) Beneficial Ownership
Reporting Compliance" in our proxy statement for the Annual Meeting of Stockholders to be held on June 15, 2004. Information with regard to our
executive officers is contained in the section entitled "Executive Officers of the Registrant" in Part I, Item 1 of this report. Information
with regard to our Audit Committee Financial Expert and our Code of Ethics is incorporated herein by reference to the sections entitled
"Election of Directors" and "Other Information," respectively, in our proxy statement for the Annual Meeting of Stockholders to be held on June
15, 2004.

Item 11.  Executive Compensation

Information with respect to Executive Compensation is incorporated herein by reference to the sections entitled "Executive Compensation,"
"Compensation Committee Report on Executive Compensation" and "Performance Graph" in our proxy statement for the Annual Meeting of Stockholders
to be held on June 15, 2004.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information with respect to the Security Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information is
incorporated herein by reference to the sections entitled "Security Ownership of Certain Beneficial Owners and Management" and "Equity
Compensation Plan Information" in our proxy statement for the Annual Meeting of Stockholders to be held on June 15, 2004.

Item 13.  Certain Relationships and Related Transactions

Information with respect to Certain Relationships and Related Transactions is incorporated herein by reference to the sections entitled
"Election of Directors" and "Compensation of Directors" in our proxy statement for the Annual Meeting of Stockholders to be held on June 15,
2004.

Item 14.  Principal Accounting Fees and Services

Information required by Item 14 is incorporated herein by reference to the section entitled "Selection of Auditors" in our proxy statement
for the Annual Meeting of Stockholders to be held on June 15, 2004.

31



PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1)	See page F-1 for a listing of the consolidated financial statements included in Item 8 of this report.

(a)(2)	See page F-1 for a listing of financial statement schedules submitted as part of this report.

(a)(3)	The following exhibits are included in this report:

Exhibit

Number

| | 2.1 | Stock Purchase Agreement, dated December 17, 2002, among Phillips-Van Heusen Corporation, Calvin Klein, Inc., Calvin Klein
(Europe), Inc., Calvin Klein (Europe II) Corp., Calvin Klein Europe S.r.l., CK Service Corp., Calvin Klein, Barry Schwartz, Trust for the
Benefit of the Issue of Calvin Klein, Trust for the Benefit of the Issue of Barry Schwartz, Stephanie Schwartz-Ferdman and Jonathan Schwartz
(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 20, 2002). The registrant agrees to furnish
supplementally a copy of any omitted schedules to the Commission upon request.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.1 | Certificate of Incorporation (incorporated by reference to Exhibit 5 to our Annual Report on Form 10-K for the fiscal year
ended January 29, 1977).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.2 | Amendment to Certificate of Incorporation, filed June 27, 1984 (incorporated by reference to Exhibit 3B to our Annual Report on
Form 10-K for the fiscal year ended February 3, 1985).                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.3 | Certificate of Designation of Series A Cumulative Participating Preferred Stock, filed June 10, 1986 (incorporated by reference
to Exhibit A of the document filed as Exhibit 3 to our Quarterly Report on Form 10-Q for the period ended May 4, 1986).                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.4 | Amendment to Certificate of Incorporation, filed June 2, 1987 (incorporated by reference to Exhibit 3(c) to our Annual Report
on Form 10-K for the fiscal year ended January 31, 1988).                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.5 | Amendment to Certificate of Incorporation, filed June 1, 1993 (incorporated by reference to Exhibit 3.5 to our Annual Report on
Form 10-K for the fiscal year ended January 30, 1994).                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.6 | Amendment to Certificate of Incorporation, filed June 20, 1996 (incorporated by reference to Exhibit 3.1 to our Quarterly
Report on Form 10-Q for the period ended July 28, 1996).                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.7 | Certificate of Designations, Preferences, and Rights of Series B Convertible Preferred Stock of Phillips-Van Heusen Corporation
(incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on February 26, 2003).                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.8 | Corrected Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Phillips-Van Heusen
Corporation, dated April 17, 2003 (incorporated by reference to Exhibit 3.9 to our Annual Report on Form 10-K for the fiscal year ended
February 2, 2003).                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 3.9 | By-Laws of Phillips-Van Heusen Corporation, as amended through June 18, 1996 (incorporated by reference to Exhibit 3.2 to our
Quarterly Report on Form 10-Q for the period ended July 28, 1996).                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 4.1 | Specimen of Common Stock certificate (incorporated by reference to Exhibit 4 to our Annual Report on Form 10-K for the fiscal
year ended January 31, 1981).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

32



| |       |                                                                                                                                                                                                                                                                                                                                             
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.2   | Preferred Stock Purchase Rights Agreement (the "Rights Agreement"), dated June 10, 1986 between PVH and The Chase Manhattan
Bank, N.A. (incorporated by reference to Exhibit 3 to our Quarterly Report on Form 10-Q for the period ended May 4, 1986).                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                             
| | 4.3   | Amendment to the Rights Agreement, dated March 31, 1987 between PVH and The Chase Manhattan Bank, N.A. (incorporated by
reference to Exhibit 4(c) to our Annual Report on Form 10-K for the year ended February 2, 1987).                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                             
| | 4.4   | Supplemental Rights Agreement and Second Amendment to the Rights Agreement, dated as of July 30, 1987, between PVH and The
Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit (c)(4) to our Schedule 13E-4, Issuer Tender Offer Statement, dated July 31,
1987).                                                              
| |       |                                                                                                                                                                                                                                                                                                                                             
| | 4.5   | Third Amendment to Rights Agreement, dated June 30, 1992, from Phillips-Van Heusen Corporation to The Chase Manhattan Bank,
N.A. and The Bank of New York (incorporated by reference to Exhibit 4.5 to our Quarterly Report on Form 10-Q for the period ended April 30,
2000).                                                              
| |       |                                                                                                                                                                                                                                                                                                                                             
| | 4.6   | Notice of extension of the Rights Agreement, dated June 5, 1996, from Phillips-Van Heusen Corporation to The Bank of New York
(incorporated by reference to Exhibit 4.13 to our Quarterly Report on Form 10-Q for the period ended April 28, 1996).                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                             
| | 4.7   | Fourth Amendment to Rights Agreement, dated April 25, 2000, from Phillips-Van Heusen Corporation to The Bank of New York
(incorporated by reference to Exhibit 4.7 to our Quarterly Report on Form 10-Q for the period ended April 30, 2000).                                                                                               
| |       |                                                                                                                                                                                                                                                                                                                                             
| | 4.8   | Supplemental Rights Agreement and Fifth Amendment to the Rights Agreement dated February 12, 2003, between Phillips-Van Heusen
Corporation and The Bank of New York (successor to The Chase Manhattan Bank, N.A.), as rights agent (incorporated by reference to Exhibit 4.1
to our Current Report on Form 8-K, filed on February 26, 2003).
| |       |                                                                                                                                                                                                                                                                                                                                             
| | 4.9   | Indenture, dated as of April 22, 1998, with PVH as issuer and Union Bank of California, N.A., as Trustee (incorporated by
reference to Exhibit 4.7 to our Quarterly Report on Form 10-Q for the period ended May 3, 1998).                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                             
| | 4.10  | Indenture, dated as of November 1, 1993, between PVH and The Bank of New York, as Trustee (incorporated by reference to Exhibit
4.01 to our Registration Statement on Form S-3 (Reg. No. 33-50751) filed on October 26, 1993).                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                             
| | 4.11  | First Supplemental Indenture, dated as of October 17, 2002 to Indenture dated as of November 1, 1993 between PVH and The Bank
of New York, as Trustee (incorporated by reference to Exhibit 4.15 to our Quarterly Report on Form 10-Q for the period ended November 3,
2002).                                                               
| |       |                                                                                                                                                                                                                                                                                                                                             
| | 4.12  | Second Supplemental Indenture, dated as of February 12, 2002 to Indenture, dated as of November 1, 1993, between Phillips-Van
Heusen Corporation and the Bank Of New York, As Trustee (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on
February 26, 2003).                                             
| |       |                                                                                                                                                                                                                                                                                                                                             
| | 4.13  | Indenture, dated as of May 5, 2003, between Phillips-Van Heusen Corporation and SunTrust Bank, as Trustee (incorporated by
reference to Exhibit 4.13 to our Quarterly Report on Form 10-Q for the period ended May 4, 2003).                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                             
| | +4.14 | Indenture, dated as of February 18, 2004 between Phillips-Van Heusen Corporation and SunTrust Bank as Trustee.                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                             
| | *10.1 | 1987 Stock Option Plan, including all amendments through April 29, 1997 (incorporated by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q for the period ended May 4, 1997).                                                                                                                                                  
| |      

33



| | *10.2  | Phillips-Van Heusen Corporation Special Severance Benefit Plan, as amended through March 7, 2002 (incorporated by reference to
Exhibit 10.2 to our Annual Report on Form 10-K for the period ended February 3, 2002).                                                               
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       
| | *10.3  | Phillips-Van Heusen Corporation Capital Accumulation Plan (incorporated by reference to our Current Report on Form 8-K filed on
January 16, 1987).                                                                                                                                  
| |       
| | *10.4  | Phillips-Van Heusen Corporation Amendment to Capital Accumulation Plan (incorporated by reference to Exhibit 10(n) to our
Annual Report on Form 10-K for the fiscal year ended February 2, 1987).                                                                                   
| |       
| | *10.5  | Form of Agreement amending Phillips-Van Heusen Corporation Capital Accumulation Plan with respect to individual participants
(incorporated by reference to Exhibit 10(1) to our Annual Report on Form 10-K for the fiscal year ended January 31, 1988).                             
| |       
| | *10.6  | Form of Agreement amending Phillips-Van Heusen Corporation Capital Accumulation Plan with respect to individual participants
(incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q for the period ending October 29, 1995).                               
| |       
| | *10.7  | Agreement amending Phillips-Van Heusen Corporation Capital Accumulation Plan with respect to Bruce J. Klatsky (incorporated by
reference to Exhibit 10.13 to our Quarterly Report on Form 10-Q for the period ended May 4, 1997).                                                   
| |        |                                                                                                                                                                                                                                                                                     
| | *10.8  | Phillips-Van Heusen Corporation Supplemental Defined Benefit Plan, dated January 1, 1991, as amended and restated on June 2,
1992 (incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the fiscal year ended January 31, 1993).                        
| |       
| | *10.9  | Phillips-Van Heusen Corporation Supplemental Savings Plan, effective as of January 1, 1991 and amended and restated as of April
29, 1997 (incorporated by reference to Exhibit 10.10 to our Quarterly Report on Form 10-Q for the period ended May 4, 1997).                        
| |       
| | *10.10 | Phillips-Van Heusen Corporation 1997 Stock Option Plan, effective as of April 29, 1997, as amended through December 18, 2001
(incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the period ended February 3, 2002).                                  
| |       
| | *10.11 | Phillips-Van Heusen Corporation Senior Management Bonus Program for fiscal year 1999 (incorporated by reference to Exhibit
10.13 to our Quarterly Report on Form 10-Q for the period ended August 1, 1999).                                                                         
| |       
| | *10.12 | Phillips-Van Heusen Corporation Long-Term Incentive Plans for the 21 month period ending February 4, 2001 and the 33 month
period ending February 3, 2002 (incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the fiscal year ended January
30, 2000).
| |        |                                                                                                                                                                                                                                                                                     
| | *10.13 | Phillips-Van Heusen Corporation 2000 Stock Option Plan, effective as of April 27, 2000, as amended through December 18, 2001
(incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the period ended February 3, 2002).                                  
| |        |                                                                                                                                                                                                                                                                                     
| | *10.14 | Phillips-Van Heusen Corporation Performance Incentive Bonus Plan, effective as of March 2, 2000, as amended through March 7,
2001 (incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended February 4, 2001).                        
| |        |                                                                                                                                                                                                                                                                                     
| | *10.15 | Phillips-Van Heusen Corporation Long-Term Incentive Plan, effective as of January 31, 2000 (incorporated by reference to
Exhibit 10.17 to our Quarterly Report on Form 10-Q for the period ended July 30, 2000).                                                                    
| |        |                                                                                                                                                                                                                                                                                     
| | *10.16 | Phillips-Van Heusen Corporation 2003 Stock Option Plan, effective as of May 1, 2003, as amended through June 10, 2003
(incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended May 4, 2003).                                            
| |        |                                                                                                                                                                                                                                                                                     

34



| | 10.17 | Revolving Credit Agreement, dated as of October 17, 2002, among PVH, The IZOD Corporation, PVH Wholesale Corp., PVH Retail
Corp., izod.com.inc., G.H. Bass Franchises Inc., CD Group Inc., and the lender parties thereto, JP Morgan Chase Bank, as Administrative Agent
and Collateral Agent, Lead Arranger and Sole Bookrunner, Fleet Retail Finance Inc., as Co-Arranger and Co-Syndication Agent, SunTrust Bank, as
Co-Syndication Agent, The CIT Group/Commercial Services, Inc., as Co-Documentation Agent, and Bank of America, N.A., as Co-Documentation Agent
(incorporated by reference to Exhibit 10.01 to our Quarterly Report on Form 10-Q for the period ended November 3, 2002).                                                                                        
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 10.18 | Securities Purchase Agreement, dated December 16, 2002, among Phillips-Van Heusen Corporation, Lehman Brothers Inc. and the
Investors named therein (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on December 20, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 10.19 | Warrant, issued on February 12, 2003, by Phillips-Van Heusen Corporation to the Calvin Klein 2001 Revocable Trust (incorporated
by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on February 26, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 10.20 | Term Loan Agreement, dated as of December 16, 2002, by and between Phillips-Van Heusen Corporation, each of the lenders listed
therein, and Apax Managers, Inc., as administrative agent for the lenders (incorporated by reference to Exhibit 10.3 to our Current Report on
Form 8-K, filed on February 26, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 10.21 | First Amendment to the Term Loan Agreement, dated as of February 12, 2003, by and between Phillips-Van Heusen Corporation, each
of the lenders listed therein, and Apax Managers, Inc., as administrative agent for the lenders (incorporated by reference to Exhibit 10.4 to
our Current Report on Form 8-K, filed on February 26, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 10.22 | First Amendment and Waiver Agreement, dated as of December 13, 2002 to the Revolving Credit Agreement, dated as of October 17,
2002, among Phillips-Van Heusen Corporation, The IZOD Corporation, PVH Wholesale Corp., PVH Retail Corp., izod.com.inc., G.H. Bass Franchises
Inc., CD Group Inc., and the lender parties thereto, JPMorgan Chase Bank, as Administrative Agent and Collateral Agent, Lead Arranger and Sole
Bookrunner, Fleet Retail Finance Inc., as Co-Arranger and Co-Syndication Agent, SunTrust Bank, as Co-Syndication Agent, The CIT
Group/Commercial Services, Inc., as Co-Documentation Agent, and Bank of America, N.A., as Co-Documentation Agent (incorporated by reference to
Exhibit 10.5 to our Current Report on Form 8-K, filed on February 26, 2003).
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 10.23 | Consent dated as of February 12, 2003 among Phillips-Van Heusen Corporation, The IZOD Corporation, PVH Wholesale Corp., PVH
Retail Corp., izod.com.inc., G.H. Bass Franchises Inc., CD Group Inc., and the lender parties thereto, JPMorgan Chase Bank, as Administrative
Agent and Collateral Agent, Lead Arranger and Sole Bookrunner, Fleet Retail Finance Inc., as Co-Arranger and Co-Syndication Agent, SunTrust
Bank, as Co-Syndication Agent, The CIT Group/Commercial Services, Inc., as Co-Documentation Agent, and Bank of America, N.A., as Co-
Documentation Agent (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed on February 26, 2003).                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 10.24 | Registration Rights Agreement, dated as of February 12, 2003, by and among Phillips-Van Heusen Corporation, the Calvin Klein
2001 Revocable Trust, Barry Schwartz, Trust for the Benefit of the Issue of Calvin Klein, Trust for the Benefit of the Issue of Barry Schwartz,
Stephanie Schwartz-Ferdman and Jonathan Schwartz, and the Investors listed therein (incorporated by reference to Exhibit 10.7 to our Current
Report on Form 8-K, filed on February 26, 2003).                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 10.25 | Investors' Rights Agreement, dated as of February 12, 2003, by and among Phillips-Van Heusen Corporation and the Investors
listed therein (incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K, filed on February 26, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

35



| | +10.26 | Second Amendment and Waiver Agreement, dated as of January 30, 2004, to the Revolving Credit Agreement, dated as of October 17,
2003, among Phillips-Van Heusen Corporation, The IZOD Corporation, PVH Wholesale Corp., PVH Retail Corp., izod.com.inc, G.H. Bass Franchises
Inc., CD Group Inc., and the lender parties thereto, JPMorgan Chase Bank, as Administrative Agent and Collateral Agent, Lead Arranger and Sole
Bookrunner, Fleet Retail Finance Inc., as Co-Arranger and Co-Syndication Agent, SunTrust Bank, as Co-Syndication Agent, The CIT
Group/Commercial Services, Inc., as Co-Documentation Agent, and Bank of America, N.A., as Co-Documentation Agent.
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | +21    | Phillips-Van Heusen Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       
| | +23    | Consent of Independent Auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       
| | +99.1  | Certification Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | +99.2  | Certification Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | +99.3  | Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | +99.4  | Certification Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

__________________________

*	Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(c) of

this report.

+	Filed herewith.

(b)	Reports on Form 8-K filed during the fourth quarter of 2003:

We filed a report on Form 8-K, dated as of January 29, 2004, to disclose the issuance of a press release by us. The purpose of such
press release was to announce our commencement of a cash tender offer to purchase our 9 1/2% Senior Subordinated Notes due 2008 and a related
consent solicitation.

(c)	Exhibits: See (a)(3) above for a listing of the exhibits included as part of this report.

(d)	Financial Statement Schedules: See page F-1 for a listing of the financial statement schedules submitted as part of this report.





36



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated:  April 7, 2004

| | PHILLIPS-VAN HEUSEN CORPORATION
| | -------------------------------
| |                                
| | By:/s/     Bruce J. Klatsky    
| | Bruce J. Klatsky               
| | Chairman, Chief Executive      
| | Officer and Director           
| |                                

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

|Signature            | Title                          | Date          
|-------------------- | ------------------------------ | --------------
|                     |                                |               
|/s/ Bruce J. Klatsky | Chairman, Chief Executive      | April 7, 2004 
|Bruce J. Klatsky     | Officer and Director           |               
|                     | (Principal Executive Officer)  |               
|                     |                                |               
|/s/ Mark Weber       | President, Chief Operating     | April 15, 2004
|Mark Weber           | Officer and Director           |               
|                     |                                |               
|/s/ Emanuel Chirico  | Executive Vice President and   | April 7, 2004 
|Emanuel Chirico      | Chief Financial Officer        |               
|                     | (Principal Financial Officer)  |               
|                     |                                |               
|/s/ Vincent A. Russo | Vice President and Controller  | April 14, 2004
|Vincent A. Russo     | (Principal Accounting Officer) |               
|                     |                                |               
|/s/ Edward H. Cohen  | Director                       | April 9, 2004 
|Edward H. Cohen      |                                |               
|                     |                                |               
|/s/ Joseph B. Fuller | Director                       | April 9, 2004 
|Joseph B. Fuller     |                                |               
|                     |                                |               
|/s/ Joel H. Goldberg | Director                       | April 7, 2004 
|Joel H. Goldberg     |                                |               
|                     |                                |               
|/s/ Marc Grosman     | Director                       | April 9, 2004 
|Marc Grosman         |                                |               
|                     |                                |               
|/s/ David A. Landau  | Director                       | April 12, 2004
|David A. Landau      |                                |               
|                     |                                |               
|/s/ Harry N.S. Lee   | Director                       | April 14, 2004
|Harry N.S. Lee       |                                |               
|                     |                                |               
|/s/ Bruce Maggin     | Director                       | April 7, 2004 
|Bruce Maggin         |                                |               
|                     |                                |               
|/s/ Henry Nasella    | Director                       | April 9, 2004 
|Henry Nasella        |                                |               
|                     |                                |               
|/s/ Christian Näther | Director                       | April 2, 2004 
|Christian Näther     |                                |               
|                     |                                |               
|/s/ Peter J. Solomon | Director                       | April 6, 2004 
|Peter J. Solomon     |                                |               

37

FORM 10-K-ITEM 15(a)(1) and 15(a)(2)

PHILLIPS-VAN HEUSEN CORPORATION

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

|15(a)(1)  The following consolidated financial statements and supplementary data are included in Item 8 of this
report:
|-----------------------------------------------------------------------------------------------------------------------

| | Consolidated Income Statements--Years Ended             |     
| | ------------------------------------------------------- | ----
| | February 1, 2004, February 2, 2003 and February 3, 2002 | F-2 
| |                                                         |     
| | Consolidated Balance Sheets--February 1, 2004 and       |     
| | February 2, 2003                                        | F-3 
| |                                                         |     
| | Consolidated Statements of Cash Flows--Years Ended      |     
| | February 1, 2004, February 2, 2003 and February 3, 2002 | F-4 
| |                                                         |     
| | Consolidated Statements of Changes in Stockholders'     |     
| | Equity--Years Ended February 1, 2004, February 2, 2003  |     
| | and February 3, 2002                                    | F-5 
| |                                                         |     
| | Notes to Consolidated Financial Statements              | F-6 
| |                                                         |     
| | Selected Quarterly Financial Data                       | F-25
| |                                                         |     
| | Report of Ernst & Young LLP, Independent Auditors       | F-26
| |                                                         |     
| | Ten Year Financial Summary                              | F-27
| |                                                         |     





|15(a)(2)  The following consolidated financial statement schedule is included herein:
|-------------------------------------------------------------------------------------



| | Schedule II - Valuation and Qualifying Accounts | F-29
| | ----------------------------------------------- | ----

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable and therefore have been omitted.

























F-1





PHILLIPS-VAN HEUSEN CORPORATION

CONSOLIDATED INCOME STATEMENTS

(In thousands, except per share data)

|                                                   | 2003           | 2002          | 2001         
|-------------------------------------------------- | -------------- | ------------- | -------------
|                                                   |                |               |              
|Net sales                                          | $1,438,891     | $1,393,207    | $1,421,046   
|Royalty and other revenues                         | 143,120        | 11,766        | 10,846       
|Total revenues                                     | 1,582,011      | 1,404,973     | 1,431,892    
|Cost of goods sold                                 | 924,477        | 873,743       | 925,662      
|                                                   |                |               |              
|Gross profit                                       | 657,534        | 531,230       | 506,230      
|Selling, general and administrative expenses       | 601,752        | 462,195       | 465,091      
|Gain on sale of investment                         | 3,496          |               |              
|Income before interest and taxes                   | 59,278         | 69,035        | 41,139       
|                                                   |                |               |              
|Interest expense                                   | 37,476         | 23,892        | 24,753       
|Interest income                                    | 1,104          | 1,163         | 302          
|                                                   |                |               |              
|Income before taxes                                | 22,906         | 46,306        | 16,688       
|Income tax expense                                 | 8,200          | 15,869        | 6,008        
|                                                   |                |               |              
|Net income                                         | 14,706         | 30,437        | 10,680       
|                                                   |                |               |              
|Preferred stock dividends                          | 20,027         |               |              
|                                                   |                |               |              
|Net income (loss) available to common stockholders | $     (5,321)  | $    30,437   | $    10,680  
|                                                   |                |               |              
|Basic net income (loss) per common share           | $       (0.18) | $        1.10 | $        0.39
|                                                   |                |               |              
|Diluted net income (loss) per common share         | $       (0.18) | $        1.08 | $        0.38
|                                                   |                |               |              





































See notes to consolidated financial statements.



F-2





PHILLIPS-VAN HEUSEN CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

|                                                                               |              |            
|------------------------------------------------------------------------------ | ------------ | -----------
|                                                                               | February 1,  | February 2,
|                                                                               | 2004         | 2003       
|                                                                               |              |            
|ASSETS                                                                         |              |            
|Current Assets:                                                                |              |            
|Cash and cash equivalents                                                      | $    132,988 | $117,121   
|Accounts receivable, less allowances for doubtful accounts                     |              |            
|of $5,863 and $2,872                                                           | 96,691       | 69,765     
|Inventories                                                                    | 218,428      | 230,971    
|Other, including deferred taxes of $17,164 and $19,404                         | 40,805       | 33,270     
|Total Current Assets                                                           | 488,912      | 451,127    
|Property, Plant and Equipment                                                  | 138,537      | 142,635    
|Goodwill                                                                       | 160,391      | 94,742     
|Tradenames and Other Intangible Assets                                         | 628,773      | 18,233     
|Other Assets, including deferred taxes of $32,043 as of February 2, 2003       | 22,670       | 64,963     
|                                                                               |              |            
|                                                                               | $1,439,283   | $771,700   
|                                                                               |              |            
|LIABILITIES AND STOCKHOLDERS' EQUITY                                           |              |            
|Current Liabilities:                                                           |              |            
|Accounts payable                                                               | $     49,772 | $  40,638  
|Accrued expenses                                                               | 133,092      | 86,801     
|Total Current Liabilities                                                      | 182,864      | 127,439    
|Long-Term Debt                                                                 | 399,097      | 249,012    
|Other Liabilities, including deferred taxes of $178,269 as of February 1, 2004 | 296,419      | 123,022    
|Series B convertible redeemable preferred stock; par value $100 per share;     |              |            
|10,000 shares authorized, issued and outstanding                               | 264,746      |            
|Stockholders' Equity:                                                          |              |            
|Preferred stock, par value $100 per share; 140,000 shares                      |              |            
|authorized (125,000 shares designated as Series A; 15,000 shares               |              |            
|undesignated); no shares outstanding                                           |              |            
|Common stock, par value $1 per share; 100,000,000 shares                       |              |            
|authorized; shares issued 30,645,744 and 27,812,954                            | 30,646       | 27,813     
|Additional capital                                                             | 155,397      | 123,645    
|Retained earnings                                                              | 145,649      | 155,525    
|Accumulated other comprehensive loss                                           | (35,081)     | (34,370)   
|                                                                               | 296,611      | 272,613    
|Less: 33,045 and 28,581 shares of common stock held in                         |              |            
|treasury-at cost                                                               | (454)        | (386)      
|                                                                               |              |            
|Total Stockholders' Equity                                                     | 296,157      | 272,227    
|                                                                               |              |            
|                                                                               | $1,439,283   | $771,700   





See notes to consolidated financial statements.



F-3





PHILLIPS-VAN HEUSEN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

|                                                                       | 2003      | 2002      | 2001     
|---------------------------------------------------------------------- | --------- | --------- | ---------
|Operating activities:                                                  |           |           |          
|Net income                                                             | $14,706   | $  30,437 | $  10,680
|Adjustments to reconcile to net cash provided by operating activities: |           |           |          
|Depreciation and amortization                                          | 28,570    | 25,678    | 25,734   
|Deferred income taxes                                                  | 3,944     | 14,203    | 4,756    
|Impairment of long-lived assets                                        | 12,147    |           |          
|                                                                       |           |           |          
|Changes in operating assets and liabilities:                           |           |           |          
|Receivables                                                            | 3,603     | 13,180    | 17,888   
|Inventories                                                            | 27,039    | 2,733     | 39,331   
|Accounts payable and accrued expenses                                  | (17,316)  | 13,081    | (23,737) 
|Employer pension contributions                                         | (18,359)  | (2,005)   | (5,371)  
|Prepaids and other-net                                                 | 1,889     | 7,921     | (5,628)  
|Net Cash Provided By Operating Activities                              | 56,223    | 105,228   | 63,653   
|                                                                       |           |           |          
|Investing activities:                                                  |           |           |          
|Purchase of property, plant and equipment                              | (31,970)  | (29,451)  | (33,406) 
|Sale of investment in Gant Company AB, net of related fees             | 17,234    |           |          
|Acquisition of Calvin Klein, net of acquired cash                      | (401,565) |           |          
|Contingent purchase price payments to Mr. Klein                        | (16,955)  |           |          
|Other acquisitions                                                     |           |           | (5,600)  
|Net Cash Used By Investing Activities                                  | (433,256) | (29,451)  | (39,006) 
|                                                                       |           |           |          
|Financing activities:                                                  |           |           |          
|Proceeds from issuance of 10% secured term loan                        | 125,000   |           |          
|Repayment of 10% secured term loan                                     | (125,000) |           |          
|Proceeds from issuance of 8 1/8% senior unsecured notes, net           |           |           |          
|of related fees                                                        | 144,696   |           |          
|Proceeds from issuance of Series B convertible redeemable              |           |           |          
|preferred stock, net of related fees                                   | 249,250   |           |          
|Proceeds from revolving line of credit                                 | 16,500    |           | 58,300   
|Payments on revolving line of credit                                   | (16,500)  |           | (58,300) 
|Exercise of stock options                                              | 3,577     | 1,985     | 2,845    
|Acquisition of treasury shares                                         | (68)      | (60)      |          
|Cash dividends on common stock                                         | (4,555)   | (4,160)   | (4,136)  
|Net Cash Provided (Used) By Financing Activities                       | 392,900   | (2,235)   | (1,291)  
|                                                                       |           |           |          
|Increase in cash                                                       | 15,867    | 73,542    | 23,356   
|Cash at beginning of period                                            | 117,121   | 43,579    | 20,223   
|Cash at end of period                                                  | $132,988  | $117,121  | $ 43,579 







See notes to consolidated financial statements.







F-4



PHILLIPS-VAN HEUSEN CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share data)

|                              |              |              |                    | Accumulated       |                    |               
|----------------------------- | ------------ | ------------ | ------------------ | ----------------- | ------------------ | --------------
|                              | Common Stock |              |                    | Other             |                    |               
|                              | Shares       | $1 par
Value | Additional
Capital | Retained
Earnings | Comprehensive
Loss | Treasury
Stock
|                              |              |              |                    |                   |                    |               
|February 4, 2001              | 27,428,108   | $27,428      | $118,755           | $122,704          |                    | $(326)        
|Net income                    |              |              |                    | 10,680            |                    |               
|Minimum pension liability,    |              |              |                    |                   |                    |               
|net of tax benefit of $7,700  |              |              |                    |                   | $ (12,500)         |               
|Total comprehensive loss      |              |              |                    |                   |                    |               
|Stock options exercised       | 218,064      | 218          | 2,627              |                   |                    |               
|Tax benefit from exercise     |              |              |                    |                   |                    |               
|of stock options              |              |              | 277                |                   |                    |               
|Cash dividends on common      |              |              |                    |                   |                    |               
|stock                         |              |              |                    | (4,136)           |                    |               
|                              |              |              |                    |                   |                    |               
|February 3, 2002              | 27,646,172   | 27,646       | 121,659            | 129,248           | (12,500)           | (326)         
|Net income                    |              |              |                    | 30,437            |                    |               
|Minimum pension liability,    |              |              |                    |                   |                    |               
|net of tax benefit of $13,300 |              |              |                    |                   | (21,870)           |               
|Total comprehensive income    |              |              |                    |                   |                    |               
|Stock options exercised       | 166,782      | 167          | 1,818              |                   |                    |               
|Tax benefit from exercise     |              |              |                    |                   |                    |               
|of stock options              |              |              | 168                |                   |                    |               
|Cash dividends on common      |              |              |                    |                   |                    |               
|stock                         |              |              |                    | (4,160)           |                    |               
|Acquisition of 3,954          |              |              |                    |                   |                    |               
|treasury shares               |              |              |                    |                   |                    | (60)          
|                              |              |              |                    |                   |                    |               
|February 2, 2003              | 27,812,954   | 27,813       | 123,645            | 155,525           | (34,370)           | (386)         
|Net income                    |              |              |                    | 14,706            |                    |               
|Minimum pension liability,    |              |              |                    |                   |                    |               
|net of tax benefit of $400    |              |              |                    |                   | (530)              |               
|Foreign currency translation  |              |              |                    |                   |                    |               
|adjustments, net of tax       |              |              |                    |                   |                    |               
|benefit of $111               |              |              |                    |                   | (181)              |               
|Total comprehensive income    |              |              |                    |                   |                    |               
|Stock options exercised       | 296,864      | 297          | 3,280              |                   |                    |               
|Tax benefit from exercise     |              |              |                    |                   |                    |               
|of stock options              |              |              | 371                |                   |                    |               
|Issuance of common stock and  |              |              |                    |                   |                    |               
|warrant related to Calvin     |              |              |                    |                   |                    |               
|Klein acquisition             | 2,535,926    | 2,536        | 28,101             |                   |                    |               
|Cash dividends on common      |              |              |                    |                   |                    |               
|stock                         |              |              |                    | (4,555)           |                    |               
|Preferred stock dividends     |              |              |                    | (20,027)          |                    |               
|Acquisition of 4,464          |              |              |                    |                   |                    |               
|treasury shares               |              |              |                    |                   |                    | (68)          
|                              |              |              |                    |                   |                    |               
|February 1, 2004              | 30,645,744   | $30,646      | $155,397           | $145,649          | $(35,081)          | $    (454)    

See notes to consolidated financial statements.

F-5

PHILLIPS-VAN HEUSEN CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar and share amounts in thousands, except per share data)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The consolidated financial statements include the accounts of Phillips-Van Heusen Corporation and
its subsidiaries, taken as a whole (the "Company"). Significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates - The preparation of the financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from the estimates.

Fiscal Year - Fiscal years are designated in the financial statements and notes by the calendar year in which the fiscal year
commences. Results for 2003, 2002 and 2001 represent the 52 weeks ended February 1, 2004, February 2, 2003 and February 3, 2002,
respectively.

Cash and Cash Equivalents - The Company considers all highly liquid investments with a maturity of three months or less when
purchased to be cash equivalents.

Goodwill and Intangible Assets - In 2002, the Company adopted FASB Statement No. 142, "Goodwill and Other Intangible Assets."
This standard requires that goodwill and other indefinitely lived intangible assets not be amortized, but instead be tested for impairment.
Goodwill is tested for impairment annually, and between annual tests if an event occurs or circumstances change that would indicate the
carrying amount may be impaired. Impairment testing for goodwill is done at a reporting unit level. Under FASB Statement No. 142, reporting
units are defined as an operating segment or one level below the operating segment, called a component. However, two or more components of an
operating segment shall be aggregated and deemed a single reporting unit if the components have similar economic characteristics. Under these
criteria, as of February 1, 2004, the Company had nine reporting units. The Company's goodwill relates to and is directly assigned to three of
its reporting units. An impairment loss would be recognized when the carrying amount of the reporting unit's net assets exceeds the estimated
fair value of the reporting unit and the carrying amount of reporting unit goodwill is determined to exceed the implied fair value of that
goodwill. The estimated fair value of a reporting unit is calculated based on the reporting unit's percentage contribution of earnings to the
Company and applied to the estimated fair market value of the Company.

Indefinitely lived intangible assets not subject to amortization are tested for impairment annually, and between annual tests if an
event occurs or circumstances change that would indicate that the carrying amount may be impaired. Intangible assets with a definite life,
which are thus subject to amortization, are tested for impairment whenever events or circumstances indicate that the carrying amount of the
asset may not be recoverable. An impairment loss would be recognized when the carrying amount of the asset exceeds the fair value of the asset,
which is determined using the estimated undiscounted cash flows associated with the asset's use. The amount of the impairment loss to be
recorded is calculated by the excess of the asset's carrying value over its fair value.

No impairment of goodwill or other intangible assets resulted from the Company's required annual impairment tests in 2003 and 2002.

Asset Impairments - The Company reviews for and records impairment losses on long-lived assets (excluding goodwill and other
indefinitely lived intangible assets) in accordance with FASB Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets." The Company records impairment losses when events and circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by the related assets are less than the carrying amounts of those assets.





F-6



PHILLIPS-VAN HEUSEN CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

Inventories - Inventories, comprised principally of finished goods, are stated at the lower of cost or market. Cost for certain
apparel inventories of $116,353 (2003) and $121,129 (2002) is determined using the last-in, first-out method (LIFO). Cost for all other
inventories is determined using the first-in, first-out method (FIFO). At February 1, 2004 and February 2, 2003, no LIFO reserve was recorded
because LIFO cost approximated FIFO cost.

Property, Plant and Equipment - Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is
provided over the estimated useful lives of the related assets on a straight-line basis. The range of useful lives is as follows:  Buildings
and building improvements: 15-40 years; machinery, software and equipment: 3-10 years; furniture and fixtures: 7-10 years. Leasehold
improvements are amortized using the straight-line method over the lesser of the term of the related lease or the estimated useful life of the
asset. Major additions and betterments are capitalized, and repairs and maintenance are charged to operations in the period incurred.

Contributions from Landlords - The Company receives build out contributions from landlords primarily as an incentive for the
Company to lease retail store space from the landlords. Such amounts are amortized as a reduction of rent expense over the life of the related
lease.

Fair Value of Financial Instruments - Using discounted cash flow analyses, the Company estimates that the fair value of all
financial instruments approximates their carrying value, except as noted in the note entitled "Long-Term Debt."

Revenue Recognition - Sales are recognized upon shipment of products to customers since title passes upon shipment and, in the
case of sales by the Company's outlet stores, when goods are sold to consumers. Allowances for estimated returns and discounts are provided
when sales are recorded. Royalty revenue, including licensee contributions toward advertising, is recognized when licensed products are sold by
the Company's licensees. For licensees whose sales are not expected to exceed contractual sales minimums, royalty revenue is recognized based
on contractual minimums.

Advertising - Advertising costs are expensed as incurred and are included in selling, general and administrative expenses.
Included in advertising expenses are costs associated with cooperative advertising programs, under which the Company generally shares the cost
of a customer's advertising expenditures. Advertising expenses totalled $77,013 (2003), $33,544 (2002) and $33,132 (2001). Advertising expenses
increased significantly in 2003 due to advertising and promotion associated with Calvin Klein, which the Company acquired on February 12,
2003.

Shipping and Handling Fees and Costs - Shipping and handling fees billed to customers are included in net sales. Internal and
external shipping and handling costs are included in cost of sales. Such costs include inbound freight costs, purchasing and receiving costs,
inspection costs, internal transfer costs and other product procurement related charges.

Cost of Sales and Selling, General and Administrative Expenses - Costs associated with the production and procurement of product
are included in cost of sales, including inbound freight costs, purchasing and receiving costs, inspection costs, internal transfer costs and
other product procurement related charges. All other expenses, excluding interest and income taxes, are included in selling, general and
administrative expenses, including warehousing and distribution expenses as the predominant expenses associated therewith are general and
administrative in nature, including rent, utilities and payroll.

Reclassifications- For comparative purposes, certain prior period amounts have been reclassified to conform to the current
period's presentation.









F-7



PHILLIPS-VAN HEUSEN CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

Derivative Financial Investments - The Company from time to time purchases foreign currency forward exchange contracts to hedge
against changes in exchange rates. Forward exchange contracts are not held for the purpose of trading or speculation. The Company classifies
such contracts as cash flow hedges because the principal terms of the forward exchange contracts are the same as the underlying forecasted
foreign currency cash flows. Therefore, changes in the fair value of the forward contracts should be highly effective in offsetting changes in
the expected foreign currency cash flows, and accordingly, changes in the fair value of forward exchange contracts are recorded in accumulated
other comprehensive loss until the contracts mature. At February 1, 2004 and February 2, 2003, the Company owned no forward exchange contracts,
and thus no amounts are recorded in accumulated other comprehensive loss.

Stock-Based Compensation - The Company accounts for its stock options under the intrinsic value method of APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and complies with the disclosure requirements of FASB Statement No. 123, "Accounting for Stock-
Based Compensation," as amended by FASB Statement No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure."  Under APB
Opinion No. 25, the Company does not recognize compensation expense because the exercise price of the Company's stock options equals the market
price of the underlying stock on the date of grant.

The following table illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition
provisions of FASB Statement No. 123:

|                                           | 2003       | 2002      | 2001    
|------------------------------------------ | ---------- | --------- | --------
|                                           |            |           |         
|Net income - as reported                   | $14,706    | $30,437   | $10,680 
|Deduct:  Stock-based employee              |            |           |         
|compensation expense determined under fair |            |           |         
|value method, net of related tax effects   | 3,385      | 3,368     | 2,998   
|                                           |            |           |         
|Net income - as adjusted                   | $11,321    | $27,069   | $ 7,682 
|                                           |            |           |         
|Net income (loss) per common share:        |            |           |         
|Basic - as reported                        | $   (0.18) | $    1.10 | $   0.39
|Diluted - as reported                      | $   (0.18) | $    1.08 | $   0.38
|Basic - as adjusted                        | $   (0.29) | $    0.98 | $   0.28
|Diluted - as adjusted                      | $   (0.29) | $    0.97 | $   0.28

The assumptions used to calculate the fair value of stock options at their grant dates are presented in the note entitled "Stockholders'
Equity."

ACQUISITION OF CALVIN KLEIN

On February 12, 2003, the Company purchased all of the issued and outstanding stock of Calvin Klein, Inc. and certain affiliated
companies. The Company paid $401,565 in cash, net of $6,435 cash acquired, and issued 2,536 shares of the Company's common stock, valued at
$30,000, in connection with the acquisition. The purchase price also included, in consideration of Mr. Klein's sale to the Company of all of
his rights under a design services letter agreement with Calvin Klein, Inc., a nine-year warrant in favor of Mr. Klein to purchase 320 shares
of the Company's common stock at $28.00 per share, which the Company has valued at $637 based on the Black-Scholes model, and contingent
purchase price payments for 15 years based on 1.15% of total worldwide net sales of products bearing any of the Calvin Kleinbrands.
Such contingent purchase price payments are charged to goodwill. The Company and the former stockholders of the acquired entities are in the
process of finalizing the closing date net book value of the acquired entities; thus the amount paid is subject to adjustment.

F-8



PHILLIPS-VAN HEUSEN CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

Please see the notes entitled "Convertible Redeemable Preferred Stock," "Goodwill and Other Intangible Assets," "Long-Term Debt" and
"Noncash Investing and Financing Transactions" in relation to the acquisition.

If the acquisition, including the issuance of convertible redeemable preferred stock, had occurred on the first day of fiscal 2002
instead of on February 12, 2003, the Company's proforma consolidated results of operations would have been:



|                                           | 2003            | 2002          
|------------------------------------------ | --------------- | --------------
|                                           |                 |               
|Total revenues                             | $1,586,575      | $1,576,965    
|Net income                                 | $     14,336    | $     37,959  
|Basic net income (loss) per common share   | $        (0.20) | $         0.59
|Diluted net income (loss) per common share | $        (0.20) | $         0.58

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:



|                                                  |          
|------------------------------------------------- | ---------
|Current assets, including acquired cash of $6,435 | $  55,687
|Intangible assets                                 | 610,600  
|Other non-current assets                          | 4,592    
|Total assets acquired                             | $670,879 
|                                                  |          
|Current liabilities                               | $  72,581
|Deferred taxes                                    | 208,355  
|Total liabilities assumed                         | $280,936 
|                                                  |          
|Net assets acquired                               | $389,943 

In connection with the acquisition, the Company recorded a liability of $19,724 in accordance with EITF 95-3, "Recognition of
Liabilities in Connection with a Purchase Business Combination," principally related to severance and termination benefits for certain
employees of the acquired entities and lease and other contractual obligations related to certain facilities which the Company no longer
operates. Through 2003, $9,607 was charged to this liability, leaving $10,117 in this liability at February 1, 2004.

In connection with the acquisition, the Company recorded $48,694 in goodwill. Included in intangible assets are tradenames valued at
$524,000, perpetual license rights valued at $86,000 and a covenant not to compete valued at $600, which the Company recorded based upon third-
party valuations. In addition, the Company recorded a deferred tax liability of $231,800 in relation to the acquisition of the tradenames and
perpetual license rights.





















F-9



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

EARNINGS PER SHARE

The Company computed its basic and diluted net income (loss) per common share as follows:

|                                              | 2003      | 2002      | 2001     
|--------------------------------------------- | --------- | --------- | ---------
|                                              |           |           |          
|Net income                                    | $14,706   | $30,437   | $10,680  
|Less: Preferred stock dividends               | 20,027    |           |          
|Net income (loss) available to common         |           |           |          
|stockholders for basic and diluted net income |           |           |          
|(loss) per common share                       | $ (5,321) | $30,437   | $10,680  
|                                              |           |           |          
|Weighted average common shares                |           |           |          
|outstanding for basic net income (loss)       |           |           |          
|per common share                              | 30,314    | 27,770    | 27,595   
|Impact of dilutive employee stock options     |           | 395       | 452      
|Total shares for diluted net income (loss)    |           |           |          
|per common share                              | 30,314    | 28,165    | 28,047   
|                                              |           |           |          
|                                              |           |           |          
|Basic net income (loss) per common share      | $  (0.18) | $    1.10 | $    0.39
|Diluted net income (loss) per common share    | $  (0.18) | $    1.08 | $    0.38

Options to purchase 1,334; 2,159 and 1,499 shares of common stock were excluded from the computation of diluted net income (loss) per
common share for 2003, 2002 and 2001, respectively, because the options were not dilutive. In addition, employee stock options to purchase 695
common shares, which would have been dilutive had net income available to common stockholders been positive, were excluded from the computation
of diluted net loss per common share for 2003 because 2003 net income available to common stockholders was a loss; the inclusion of such
dilutive stock options thereof would have been antidilutive to the net loss per share computation. Conversion of the Company's convertible
redeemable preferred stock into approximately 17,930 common shares outstanding for 2003 was not assumed because the inclusion thereof would
have been antidilutive.

SALE OF INVESTMENT

In the second quarter of 2003, the Company sold its minority interest in Gant Company AB for $17,234, net of related fees, which
resulted in a one-time pre-tax gain of $3,496.

INCOME TAXES

Income taxes consist of:

|                          | 2003   | 2002    | 2001  
|------------------------- | ------ | ------- | ------
|Federal:                  |        |         |       
|Deferred                  | $3,944 | $14,203 | $4,284
|State, foreign and local: |        |         |       
|Current                   | 4,256  | 1,666   | 1,252 
|Deferred                  |        |         | 472   
|                          |        |         |       
|                          | $8,200 | $15,869 | $6,008



F-10



PHILLIPS-VAN HEUSEN CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

Taxes paid were $4,389 (2003), $1,197 (2002) and $1,454 (2001).

The approximate tax effect of items giving rise to the deferred income tax asset (liability) recognized in the Company's balance sheets
is as follows:

|                                                                    | 2003        | 2002     
|------------------------------------------------------------------- | ----------- | ---------
|                                                                    |             |          
|Depreciation and amortization                                       | $  (14,909) | $(19,343)
|Employee compensation and benefits                                  | 14,324      | 16,796   
|Tax loss and credit carryforwards                                   | 54,265      | 32,983   
|Minimum pension liability                                           | 21,400      | 21,000   
|Book versus tax basis difference related to identifiable intangible |             |          
|assets                                                              | (231,800)   |          
|Acquisition costs                                                   | (3,472)     | (541)    
|Other-net                                                           | (913)       | 552      
|                                                                    |             |          
|                                                                    | $(161,105)  | $ 51,447 

Included in the tax loss and credit carryforwards at the end of 2003 is $7,988 of alternative minimum tax credits which never expire.
The balance of the tax loss and credit carryforwards expires principally between 2008 and 2023.

A reconciliation of the statutory Federal income tax to the income tax expense is as follows:

|                                                       | 2003    | 2002    | 2001  
|------------------------------------------------------ | ------- | ------- | ------
|                                                       |         |         |       
|Statutory 35% Federal tax                              | $ 8,017 | $16,207 | $5,841
|State, foreign and local income and withholding taxes, |         |         |       
|net of Federal income tax benefit                      | 3,903   | 1,082   | 1,019 
|U.S. Federal tax credit for foreign withholding taxes  | (3,233) | (337)   | (264) 
|Other-net                                              | (487)   | (1,083) | (588) 
|                                                       |         |         |       
|Income tax expense                                     | $ 8,200 | $15,869 | $6,008

The foreign and domestic components of income (loss) before provision for income taxes were as follows:

|         | 2003     | 2002    | 2001   
|-------- | -------- | ------- | -------
|         |          |         |        
|Domestic | $33,249  | $46,306 | $16,688
|Foreign  | (10,343) |         |        
|         |          |         |        
|         | $22,906  | $46,306 | $16,688

















F-11



PHILLIPS-VAN HEUSEN CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)



PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, at cost, are summarized as follows:

|                                    | 2003       | 2002      
|----------------------------------- | ---------- | ----------
|                                    |            |           
|                                    |            |           
|Land                                | $    1,090 | $    1,139
|Buildings and building improvements | 26,036     | 28,004    
|Machinery, software and equipment   | 142,493    | 131,733   
|Furniture and fixtures              | 81,295     | 94,313    
|Leasehold improvements              | 70,303     | 73,350    
|                                    | 321,217    | 328,539   
|Less:  Accumulated depreciation     |            |           
|and amortization                    | (182,680)  | (185,904) 
|                                    | $138,537   | $142,635  

LONG-TERM DEBT

Long-term debt is as follows:

|                                          | 2003     | 2002    
|----------------------------------------- | -------- | --------
|                                          |          |         
|9 1/2% senior subordinated notes due 2008 | $149,596 | $149,521
|7 3/4% debentures due 2023                | 99,501   | 99,491  
|8 1/8% senior unsecured notes due 2013    | 150,000  |         
|                                          | $399,097 | $249,012

The Company issued $150,000 of 9 1/2% senior subordinated notes due 2008 on April 22, 1998 with a yield to maturity of 9.58%. Interest
is payable semi-annually. On February 18, 2004, the Company issued $150,000 of senior unsecured notes due 2011. The notes accrue interest at
the rate of 7 1/4% per annum, which is payable semi-annually. The Company used the net proceeds of the issuance of the 7 1/4% senior unsecured
notes and available cash to purchase and redeem its 9 1/2% senior subordinated notes due 2008. In connection with the 7 1/4% senior unsecured
notes, the Company must maintain, among other things, a certain interest coverage ratio in order to make restricted payments, as defined in the
indenture governing the notes, including cash dividends.

The Company issued $100,000 of 7 3/4% debentures due 2023 on November 15, 1993 with a yield to maturity of 7.80%. Interest is payable
semi-annually. Based on current market conditions, the Company estimates that the fair value of these debentures on February 1, 2004, using
discounted cash flow analyses, was approximately $77,700. In connection with the debentures, the Company must maintain a certain level of
stockholders' equity in order to make restricted payments, as defined in the indenture governing the debentures, including cash dividends.

























F-12



PHILLIPS-VAN HEUSEN CORPORATION



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

In connection with the Calvin Klein acquisition, the Company entered into a 10% secured term loan agreement for $125,000 with affiliates
of Apax Managers, Inc. and Apax Partners Europe Managers Limited (collectively, "Apax"). The Company borrowed $100,000 in connection with the
closing of the Calvin Klein acquisition and borrowed the remaining $25,000 on March 14, 2003. On May 5, 2003, the Company issued $150,000 of
senior unsecured notes due 2013. The net proceeds of the offering after related fees were $144,696. The Company used the net proceeds of the
offering to repay the $125,000 10% secured term loan from Apax, plus accrued interest. The notes accrue interest at the rate of 8 1/8% per
annum, which is payable semi-annually. Based on current market conditions, the Company estimates that the fair value of these notes on February
1, 2004, using discounted cash flow analyses, was approximately $148,400. In connection with the notes, the Company must maintain, among other
things, a certain interest coverage ratio in order to make restricted payments, as defined in the indenture governing the notes, including cash
dividends.

The Company has a secured revolving credit facility which provides for revolving credit borrowings, as well as the issuance of letters
of credit. The Company may, at its option, borrow and repay amounts up to a maximum of $325,000 under both the revolving credit borrowings and
the issuance of letters of credit. Borrowing spreads and letters of credit fees are based on spreads above Eurodollar and other available
interest rates, with the spreads changing based upon a pricing grid. For example, revolving credit spreads range from 175 to 275 basis points
over Eurodollar loan rates and 100 to 200 basis points on outstanding letters of credit. All outstanding borrowings and letters of credit under
this credit facility are due October 17, 2007. As of February 1, 2004, the Company had no borrowings and $139,187 outstanding letters of credit
under this facility.

In connection with the revolving credit facility and the 7 3/4% debentures due 2023, substantially all of the Company's assets have been
pledged as collateral.

Interest paid was $32,993 (2003), $23,782 (2002) and $24,805 (2001).

As a result of the Company's issuance of $150,000 7 1/4% senior unsecured notes on February 18, 2004 and the subsequent redemption of
its $150,000 9 1/2% senior subordinated notes, there are no scheduled maturities of long-term debt until 2011.

STOCKHOLDERS' EQUITY

Preferred Stock Rights - On June 10, 1986, the Company's Board of Directors declared a distribution of one Right (the "Rights") to
purchase Series A Cumulative Participating Preferred Stock, par value $100 per share, for each outstanding share of common stock. As a result
of subsequent stock splits, each outstanding share of common stock now carries with it one-fifth of one Right.

Under certain circumstances, each Right will entitle the registered holder to acquire from the Company one one-hundredth (1/100) of a
share of said Series A Preferred Stock at an exercise price of $100 per fractional share. The Rights will be exercisable, except in certain
circumstances, commencing ten days following a public announcement that (i) a person or group has acquired or obtained the right to acquire 20%
or more of the common stock, in a transaction not approved by the Board of Directors or (ii) a person or group has commenced or intends to
commence a tender offer for 30% or more of the common stock (the "Distribution Date").

If the Company is the surviving corporation in a merger or other business combination then, under certain circumstances, each holder of
a Right will have the right to receive upon exercise the number of shares of common stock having a market value equal to two times the exercise
price of the Right.





F-13



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

In the event the Company is not the surviving corporation in a merger or other business combination, or more than 50% of the Company's
assets or earning power is sold or transferred, each holder of a Right will have the right to receive upon exercise the number of shares of
common stock of the acquiring company having a market value equal to two times the exercise price of the Right.

At any time prior to the close of business on the Distribution Date, the Company may redeem the Rights in whole, but not in part, at a
price of $0.05 per Right. The rights are currently scheduled to expire on June 16, 2006.

Stock Options - Under the Company's stock option plans, non-qualified and incentive stock options ("ISOs") may be granted.
Options are granted with an exercise price equal to the closing price of the common stock on the trading date immediately preceding the date of
grant. ISOs and non-qualified options granted have a ten-year duration. Depending upon which plan options have been granted under, options are
cumulatively exercisable in either three installments commencing three years after the date of grant or in four installments commencing one
year after the date of grant.

For purposes of the required disclosure requirements of FASB Statement No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure," as illustrated in the Summary of Significant Accounting Policies, the Company estimated the fair value of stock options granted at
the date of grant using the Black-Scholes model. The estimated fair value of the options is then amortized to expense over the options' vesting
period.

The following summarizes the assumptions used to estimate the fair value of stock options granted in each year:

|                                   | 2003      | 2002      | 2001     
|---------------------------------- | --------- | --------- | ---------
|                                   |           |           |          
|Risk-free interest rate            | 3.48%     | 4.75%     | 5.30%    
|Expected option life               | 6 Years   | 7 Years   | 7 Years  
|Expected volatility                | 29.5%     | 30.4%     | 30.7%    
|Expected dividends per share       | $    0.15 | $    0.15 | $    0.15
|Weighted average estimated fair    |           |           |          
|value per share of options granted | $    3.79 | $    5.55 | $    5.17

Other data with respect to stock options follows:

|                                |        | Option Price | Weighted Average
|------------------------------- | ------ | ------------ | ----------------
|                                | Shares | Per Share    | Price Per Share 
|                                |        |              |                 
|Outstanding at February 4, 2001 | 4,017  | $ 6.81       | -               
|Granted                         | 922    | 9.65         | -               
|Exercised                       | 218    | 9.38         | -               
|Cancelled                       | 315    | 9.00         | -               
|Outstanding at February 3, 2002 | 4,406  | 6.81         | -               
|Granted                         | 894    | 10.61        | -               
|Exercised                       | 167    | 7.50         | -               
|Cancelled                       | 267    | 9.38         | -               
|Outstanding at February 2, 2003 | 4,866  | 6.81         | -               
|Granted                         | 1,038  | 12.34        | -               
|Exercised                       | 297    | 6.81         | -               
|Cancelled                       | 284    | 9.38         | -               
|Outstanding at February 1, 2004 | 5,323  | $ 6.81       | -               



F-14



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

Additional information regarding stock options outstanding at February 1, 2004 follows:

|                  |             |                  | Weighted-Average |             | Weighted-Average
|----------------- | ----------- | ---------------- | ---------------- | ----------- | ----------------
|                  |             | Weighted-Average | Exercise Price   |             | Exercise Price  
|Range of          | Number of   | Remaining        | Per Share        | Number of   | Per Share       
|Exercise          | Shares      | Contractual      | of Options       | Shares      | of Exercisable  
|Prices Per Share  | Outstanding | Life             | Outstanding      | Exercisable | Options         
|                  |             |                  |                  |             |                 
|$  6.81 - $  9.94 | 1,211       | 5.9              | $  9.46          | 870         | $  9.41         
|$10.90 - $13.16   | 1,842       | 5.1              | 12.66            | 992         | 12.94           
|$13.40 - $14.50   | 1,341       | 6.0              | 13.79            | 855         | 13.90           
|$14.55 - $17.40   | 928         | 7.1              | 14.92            | 356         | 14.84           
|$27.88            | 1           | 0.4              | 27.88            | 1           | 27.88           
|                  | 5,323       | 5.8              | $12.61           | 3,074       | $12.43          

Stock options available for grant at February 1, 2004 and February 2, 2003 amounted to 5,624 and 1,007 shares, respectively.

LEASES

The Company leases retail stores, manufacturing facilities, warehouses, showrooms, office space and equipment. The leases generally are
renewable and provide for the payment of real estate taxes and certain other occupancy expenses. Retail store leases generally provide for the
payment of percentage rentals based on store sales and other costs associated with the leased property.

At February 1, 2004, minimum annual rental commitments under non-cancellable operating leases, including leases for new retail stores
which had not begun operating at February 1, 2004, are as follows:

| | 2004                         | $ 69,914
| | ---------------------------- | --------
| | 2005                         | 51,186  
| | 2006                         | 38,526  
| | 2007                         | 29,822  
| | 2008                         | 23,288  
| | Thereafter                   | 80,469  
| | Total minimum lease payments | $293,205

Rent expense is as follows:

|                     |         | 2003    | 2002    | 2001   
|-------------------- | ------- | ------- | ------- | -------
|                     |         |         |         |        
|Minimum              | $75,626 | $65,843 | $65,010
|Percentage and other | 14,015  | 13,009  | 11,138 
|                     |         | $89,641 | $78,852 | $76,148

RETIREMENT AND BENEFIT PLANS

The Company has noncontributory, defined benefit pension plans covering substantially all U.S. employees meeting certain age and service
requirements. For those vested (after five years of service), the plans provide monthly benefits upon retirement based on career compensation
and years of credited service. It is the Company's policy to fund pension cost annually in an amount consistent with Federal law and
regulations.

F-15



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

The Company and its domestic subsidiaries also provide certain postretirement health care and life insurance benefits. Employees become
eligible for these benefits if they reach retirement age while working for the Company. Retirees contribute to the cost of this plan, which is
unfunded. During 2002, the postretirement plan was amended to eliminate benefits for active participants who, as of January 1, 2003, had not
attained age 55 and 10 years of service.

The measurement date used to determine pension and postretirement measurements for the pension plans and postretirement plan for each
year is December 31.

Following is a reconciliation of the changes in the projected benefit obligation for each of the last two years:

| |                       | Pension Plans | Postretirement Plan
| | --------------------- | ------------- | -------------------
| |                       | 2003          | 2002               
| |                       |               |                    
| | Beginning of year     | $172,934      | $148,960           
| | Service cost          | 3,982         | 3,211              
| | Interest cost         | 11,514        | 10,998             
| | Benefit payments, net | (8,388)       | (8,822)            
| | Actuarial loss        | 14,713        | 18,587             
| | Plan amendments       |               |                    
| | End of year           | $194,755      | $172,934           

The accumulated benefit obligation for the pension plans was $186,112 and $162,634 at the end of 2003 and 2002, respectively.

Following is a reconciliation of the fair value of the assets held by the Company's pension plans for each of the last two years:

| |                       | 2003     | 2002    
| | --------------------- | -------- | --------
| |                       |          |         
| | Beginning of year     | $111,658 | $123,187
| | Actual return         | 22,031   | (8,239) 
| | Benefits paid, net    | (8,388)  | (8,822) 
| | Company contributions | 1,791    | 5,532   
| | End of year           | $127,092 | $111,658

The following table illustrates the percentage of the fair value of total pension plan assets for each major category:

| |                          | 2003 | 2002
| | ------------------------ | ---- | ----
| |                          |      |     
| | U.S. equities            | 61%  | 40% 
| | International equities   | 11%  | 10% 
| | Fixed income investments | 27%  | 49% 
| | Other (including cash)   | 1%   | 1%  
| |                          | 100% | 100%









F-16



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

The pension plan assets are invested with the objective of being able to meet current and future benefit payment needs, while
controlling pension expense volatility and future contributions. Plan assets are diversified among U.S. equities, international equities, fixed
income investments and cash. The strategic target allocation is approximately 55% U.S. equities, 15% international equities and 30% fixed
income investments.

Net benefit cost recognized in each of the last three years is as follows:

| |                            | Pension Plans | Postretirement Plan
| | -------------------------- | ------------- | -------------------
| |                            | 2003          | 2002               
| |                            |               |                    
| | Service cost, including    |               |                    
| | expenses                   | $   4,156     | $  3,371           
| | Interest cost              | 11,514        | 10,998             
| | Amortization of net loss   | 3,867         | 161                
| | Amortization of transition |               |                    
| | (asset) obligation         |               | (21)               
| | Expected return on         |               |                    
| | plan assets                | (11,796)      | (12,393)           
| | Amortization of prior      |               |                    
| | service cost               | 1,856         | 1,949              
| |                            | $   9,597     | $  4,065           

Following is a reconciliation of the projected benefit obligation at the end of each of the last two years to the amounts recognized on
the balance sheet:

| |                                            | Pension Plans | Postretirement Plan
| | ------------------------------------------ | ------------- | -------------------
| |                                            | 2003          | 2002               
| |                                            |               |                    
| | Projected benefit obligation at year-end   | $ 194,755     | $172,934           
| | Unrecognized prior service cost            | (3,569)       | (5,412)            
| | Unrecognized losses                        | (64,948)      | (65,567)           
| | Employer contributions made after 12/31/03 | (17,612)      |                    
| | Minimum pension liability                  | 56,300        | 55,370             
| | Plan assets at fair value                  | (127,092)     | (111,658)          
| | Amount recognized in other liabilities     | $   37,834    | $  45,667          

The Company currently estimates that in 2004, it will contribute approximately $10,000 to the pension plans and make postretirement
claim payments of approximately $3,100 to the postretirement plan.

The health care cost trend rate assumed for 2004 is 10.0% and is assumed to decrease by 0.5% per year through 2014. Thereafter, the rate
assumed is 5.0%. If the assumed health care cost trend rate increased or decreased by 1%, the aggregate effect on the service and interest cost
components of the net postretirement benefit cost for 2003 and on the postretirement projected benefit obligation at February 1, 2004 would be
as follows:

|                                                |         | 1% Increase | 1% Decrease
|----------------------------------------------- | ------- | ----------- | -----------
|                                                |         |             |            
|Impact on service and interest cost             | $   202 | $   (177)  
|Impact on year-end projected benefit obligation | $3,443  | $(2,990)   



F-17



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

Significant rate assumptions used in determining the projected benefit obligations at the end of each year and benefit cost in the
following year, were as follows:

|                                       |       | 2003  | 2002  | 2001
|-------------------------------------- | ----- | ----- | ----- | ----
|                                       |       |       |      
|Discount rate                          | 6.25% | 6.75% | 7.50%
|Rate of increase in compensation       |       |       |      
|levels (applies to pension plans only) | 4.00% | 4.00% | 4.00%
|Long-term rate of return on assets     | 8.25% | 8.75% | 9.00%

To develop the expected long-term rate of return on assets assumption, the Company considered the current level of expected returns on
risk free investments (primarily government bonds), the historical level of the risk premium associated with the other asset classes in which
the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class was then
weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio.

The Company has an unfunded supplemental defined benefit plan covering 23 current and retired executives under which the participants
will receive a predetermined amount during the 10 years following the attainment of age 65, provided that prior to the termination of
employment with the Company, the participant has been in the plan for at least 10 years and has attained age 55. At February 1, 2004 and
February 2, 2003, $15,789 and $14,471, respectively, are included in other liabilities as the accrued cost of this plan.

The Company has a savings and retirement plan and a supplemental savings plan for the benefit of its eligible employees who elect to
participate. The Company matches a portion of employee contributions to the plans. Matching contributions were $3,863 (2003), $3,061 (2002) and
$3,082 (2001).

CONVERTIBLE REDEEMABLE PREFERRED STOCK

In connection with the Calvin Klein acquisition, the Company issued to Apax $250,000 of convertible redeemable preferred stock. The cash
proceeds from this issuance after related fees were $249,250. The convertible redeemable preferred stock has a conversion price of $14.00 per
share and a dividend rate of 8% per annum, payable quarterly, in cash. If the Company elects not to pay a cash dividend for any quarter, then
the convertible redeemable preferred stock will be treated for purposes of the payment of future dividends and upon conversion, redemption or
liquidation as if an in-kind dividend had been paid. As of February 1, 2004, the liquidation preference of the convertible redeemable preferred
stock was $264,746, as the Company elected not to pay cash dividends for each of the first three quarters of 2003 but did declare a cash
dividend in the fourth quarter of 2003 that was paid in the first quarter of 2004. Conversion may occur any time at Apax's option. Conversion
may occur at the Company's option on or after February 12, 2007, if the market value of the Company's common stock equals or exceeds 225% of
the conversion price then in effect for 60 consecutive days. Apax can require the Company to redeem for cash all of the then outstanding shares
of convertible redeemable preferred stock on or after November 1, 2013. On all matters put to a vote to holders of common stock, each holder of
shares of the convertible redeemable preferred stock is entitled to the number of votes equal to the number of shares that would be issued upon
conversion of the convertible redeemable preferred stock into common stock.













F-18



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for 2003, by segment, are as follows:

|                                                | Apparel and |              |          
|----------------------------------------------- | ----------- | ------------ | ---------
|                                                | Related     | Calvin Klein |          
|                                                | Products    | Licensing    | Total    
|                                                |             |              |          
|Balance as of February 2, 2003                  | $94,742     |              | $  94,742
|Goodwill recorded related to Calvin Klein       |             |              |          
|acquisition                                     |             | $48,694      | 48,694   
|Contingent purchase price payments to Mr. Klein |             | 16,955       | 16,955   
|Balance as of February 1, 2004                  | $94,742     | $65,649      | $160,391 

The goodwill recorded related to the Calvin Klein acquisition is not expected to be tax deductible.

Intangible assets subject to amortization consist of the following:

|                        | 2003          
|----------------------- | --------------
|                        | Gross Carrying
|                        | Amount        
|                        |               
|Covenant not to compete | $600          

Amortization expense of the covenant not to compete was $60 in 2003, and is expected to be $60 in each of the next nine years.

Intangible assets not subject to amortization consist of the following:

|                         | 2003     | 2002   
|------------------------ | -------- | -------
|                         |          |        
|Tradenames               | $542,233 | $18,233
|Perpetual license rights | 86,000   |        
|Total                    | $628,233 | $18,233

At the end of 2003, accumulated amortization was $16,849 for goodwill and $527 for other intangible assets. At the end of each of 2002
and 2001, accumulated amortization was $16,849 for goodwill and $467 for other intangible assets.























F-19



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

If goodwill and other indefinitely lived intangible assets had not been amortized in 2001, the Company's adjusted net income and
earnings per share would have been as follows:

|                              |  | 2001   
|----------------------------- |  | -------
|                              |  |        
|                              |  | Net    
|                              |  | Income 
|                              |  |        
|As reported                   |  | $10,680
|Amortization of goodwill and  |  |        
|other indefinitely lived      |  |        
|intangible assets, net of tax |  | 2,849  
|As adjusted                   |  | $13,529

OTHER ACQUISITIONS

Costs associated with other acquisitions on the Consolidated Statements of Cash Flows for 2001 consist principally of certain inventory
purchases related to the Company entering into a license to market dress shirts and sportswear under the Arrow brand and its acquisition
of the license to market dress shirts under the Kenneth Cole brands on July 24, 2000.

COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table sets forth the detail of accumulated other comprehensive loss, net of related taxes:

|                                         | 2003      |  | 2002     
|---------------------------------------- | --------- |  | ---------
|                                         |           |  |          
|Minimum pension liability adjustment     | $(34,900) |  | $(34,370)
|Foreign currency translation adjustments | (181)     |  |          
|                                         | $(35,081) |  | $(34,370)

ASSET IMPAIRMENTS, RESTRUCTURING, ACTIVITY EXIT COSTS AND OTHER CHARGES

Licensing the Bass Wholesale Business

In the fourth quarter of 2003, the Company announced the licensing of the Bass brand for wholesale distribution of footwear to
Brown Shoe Company, Inc. and the Company's exiting of the wholesale footwear business. In connection with exiting the wholesale footwear
business, the Company is relocating its retail footwear operations from South Portland, Maine to its New York, New York and Bridgewater, New
Jersey offices. The Company is accounting for these actions under FASB Statement No. 146, "Accounting for Costs Associated with Exit and
Disposal Activities."















F-20



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

Costs associated with these activities are as follows:

|                                      | Total Expected | Incurred | Liability
|------------------------------------- | -------------- | -------- | ---------
|                                      | to be Incurred | in 2003  | at 2/1/04
|                                      |                |          |          
|Severance and termination benefits    | $  7,306       | $1,709   | $1,660   
|Long-lived asset impairments          | 3,130          | 3,130    |          
|Inventory liquidation costs           | 3,407          | 3,407    |          
|Lease termination costs               | 2,200          |          |          
|Other wholesale footwear exit costs   | 4,244          | 1,353    |          
|Relocation of retail operations costs | 5,633          |          |          
|Total                                 | $25,920        | $9,599   | $1,660   
|                                      |                |          |          

The expected lease termination costs relate to the Company's facility in South Portland, Maine. Under FASB Statement No.
146, such costs will be recorded based on their fair value at the earlier of when an agreement is reached to terminate the lease, or when the
facility ceases to be used. The Company presently expects to cease using the facility in the third quarter of 2004. The long-lived asset
impairments relate principally to leasehold improvements in the South Portland, Maine facility and to various information systems that
specifically supported the Company's wholesale footwear business. Costs associated with severance and termination benefits, long-lived asset
impairments and other wholesale footwear exit costs are included in selling, general and administrative expenses of the Apparel and Related
Products segment. Inventory liquidation costs are included in cost of goods sold of the Apparel and Related Products segment.

Retail Store Asset Impairment and Store Closings

Over the last two years, the Company's retail factory outlet stores have been under significant competitive pressure, which has
resulted in negative same store sale comparisons and reduced overall profitability. This condition was an impairment indicator which caused the
Company to evaluate its portfolio of stores to determine whether the net book value of the long-lived assets within the stores, principally
leasehold improvements, was recoverable.

Based on this evaluation, during the fourth quarter of 2003, the Company determined that the long-lived assets in approximately 200
stores were not recoverable, which resulted in the Company recording an impairment of $9,017. This determination was made by comparing each
store's expected undiscounted future cash flows to the carrying amount of the long-lived assets, and for each store in which the long-lived
assets were not deemed recoverable, the net book value of the long-lived assets in excess of the fair value was written off. Fair value was
estimated based on the Company's past experience in disposing of leasehold improvements of stores which it has closed.

In connection with the recording of the impairment of long-lived assets, the Company determined it would close a significant number of
the impaired stores. Severance and lease termination costs for these actions are expected to total approximately $4,800, of which $2,123 was
incurred in 2003. Of the $2,123, approximately $1,500 is included in accrued expenses as of February 1, 2004.

The charges for the asset impairment and severance and lease termination costs are included in selling, general and administrative
expenses of the Apparel and Related Products segment.









F-21



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

2001 Restructuring and Other Charges

In the fourth quarter of 2001, the Company recorded restructuring and other charges of $21,000 related to streamlining certain corporate
and divisional operations, exiting three dress shirt manufacturing facilities and liquidating related dress shirt inventories. These charges
were accounted for under EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity." While EITF Issue No. 94-3 was nullified by FASB Statement No. 146 in 2002, the Company has appropriately continued to account for
this charge under the accounting and disclosure rules of EITF Issue No. 94-3.

The cost components of the charges are as follows:



|Termination benefits for approximately 1,200 employees | $  8,900
|------------------------------------------------------ | --------
|Inventory liquidations included in cost of goods sold  | 5,400   
|Lease terminations and other exit obligations          | 5,200   
|Asset write-offs                                       | 1,500   
|                                                       | $21,000 

Other than inventory liquidations which were charged to cost of goods sold, all of the charges were included in selling, general and
administrative expenses.

The actions related to these charges have been completed by the Company as planned. However, due to the extended terms of certain
contractual obligations associated with these actions, $900 remains in this liability as of February 1, 2004. These obligations will be paid in
2004.

NONCASH INVESTING AND FINANCING TRANSACTIONS

Omitted from the Company's Investing Activities and Financing Activities sections of the Consolidated Statements of Cash Flows for 2003
were certain noncash transactions related to the Calvin Klein acquisition. As part of the purchase price, the Company issued shares of its
common stock, valued at $30,000, to the selling shareholders. In addition, the Company issued a nine-year warrant to purchase the Company's
common stock to Mr. Klein, valued at $637. Please see the note entitled "Acquisition of Calvin Klein."

Excluded from the Financing Activities section of the Consolidated Statements of Cash Flows for 2003 were preferred dividends of
$20,027, as the Company elected not to pay a cash dividend in each of the first three quarters of 2003, and declared a cash dividend in the
fourth quarter of 2003 that was paid in the first quarter of 2004, on the Company's convertible redeemable preferred stock that was issued to
finance the acquisition. Please see the note entitled "Convertible Redeemable Preferred Stock."

SEGMENT DATA

The Calvin Klein acquisition has impacted significantly the way the Company manages and analyzes its operating results. As such, the
Company has changed the way it reports its segment data. The Company manages and analyzes its operating results by two business segments: (i)
Apparel and Related Products segment and (ii) Calvin Klein Licensing segment. In identifying its reportable segments, the Company evaluated its
operating divisions and product offerings. The Company aggregates the results of its dress shirt and sportswear divisions into the Apparel and
Related Products segment. This segment derives revenues from marketing dress shirts and sportswear and, to a lesser extent, footwear and other
accessories, principally under the brand names Van Heusen, Izod, Geoffrey Beene, Arrow, Kenneth Cole New York, Reaction by Kenneth Cole,
Bass/G.H. Bass & Co., Calvin Klein and ck Calvin

F-22



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

Klein. The Calvin Klein Licensing segment derives revenues from (a) licensing and similar arrangements worldwide of the Calvin Klein
Collection, Calvin Kleinand ck Calvin Kleinbrands for a broad array of products and (b) the marketing, directly by the
Company, of high-end apparel and accessories collections for men and women under the Calvin Klein Collectionbrand. The Company includes
the Calvin Klein Collection businesses in the Calvin Klein Licensing segment because management views the purpose of the
Calvin Klein Collection businesses as building and marketing the Calvin Klein brands, which supports and benefits all of
the brands' licensing businesses.

|                                                | Segment Data   
|----------------------------------------------- | ---------------
|                                                | 2003           
|                                                |                
|Revenues - Apparel and Related Products         |                
|Net sales                                       | $1,402,877     
|Royalty and other revenues                      | 14,228         
|Total                                           | 1,417,105      
|                                                |                
|Revenues - Calvin Klein Licensing               |                
|Net sales                                       | 36,014         
|Royalty and other revenues                      | 128,892        
|Total                                           | 164,906        
|                                                |                
|Total revenues                                  |                
|Net sales                                       | 1,438,891      
|Royalty and other revenues                      | 143,120        
|Total                                           | $1,582,011     
|                                                |                
|Operating income - Apparel and Related Products | $     74,636(1)
|                                                |                
|Operating income - Calvin Klein Licensing       | 9,366(2)       
|                                                |                
|Corporate expenses                              | 24,724         
|                                                |                
|Income before interest and taxes                | $    59,278    
|                                                |                

Corporate expenses represent overhead operating expenses that the Company does not allocate to its segments and include
expenses for senior corporate management, corporate finance and information technology related to corporate infrastructure. Corporate expenses
for 2003 include a one-time pre-tax gain of $3,496 related to the Company's sale of its minority interest in Gant.

(1)

(2)

(3)

F-23



PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollar and share amounts in thousands, except per share data)

|                                  | 2003         | 2002      | 2001      
|--------------------------------- | ------------ | --------- | ----------
|Identifiable assets               |              |           |           
|Apparel and Related Products      | $   518,866  | $474,822  | $498,481  
|Calvin Klein Licensing            | 632,490      |           |           
|Corporate                         | 287,927      | 296,878   | 210,452   
|                                  | $1,439,283   | $771,700  | $ 708,933 
|Depreciation and Amortization     |              |           |           
|Apparel and Related Products      | $     24,003 | $  22,753 | $   24,083
|Calvin Klein Licensing            | 1,583        |           |           
|Corporate                         | 2,984        | 2,925     | 1,651     
|                                  | $     28,570 | $  25,678 | $   25,734
|Identifiable Capital Expenditures |              |           |           
|Apparel and Related Products      | $     28,179 | $  26,519 | $   30,538
|Calvin Klein Licensing            | 1,388        |           |           
|Corporate                         | 2,403        | 2,932     | 2,868     
|                                  | $     31,970 | $  29,451 | $   33,406

Revenues for the Apparel and Related Products segment occur principally in the United States. Revenues for the Calvin Klein Licensing
segment occurred as follows for 2003:

|Domestic | $  93,958
|-------- | ---------
|Foreign  | 70,948   
|         | $164,906 

OTHER COMMENTS

The Company has guaranteed the payment of certain purchases made by one of the Company's suppliers from three raw material vendors. The
amount guaranteed at February 1, 2004 was $693. The maximum amount guaranteed under all three contracts is $4,500. The guarantees expire on
January 31, 2005.

One of the Company's directors, Mr. Harry N.S. Lee, is a director of TAL Apparel Limited, an apparel manufacturer and exporter based in
Hong Kong. During 2003, 2002 and 2001, the Company purchased approximately $13,507, $14,390 and $2,681, respectively, of products from TAL
Apparel Limited and certain related companies.

The Company is a party to certain litigation which, in management's judgment, based in part on the opinions of legal counsel, will not
have a material adverse effect on the Company's financial position.

During each of 2003, 2002 and 2001, the Company paid four $0.0375 per share cash dividends on its common stock.





















F-24

PHILLIPS-VAN HEUSEN CORPORATION

SELECTED QUARTERLY FINANCIAL DATA - UNAUDITED

(In thousands, except per share data)



|                        | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter
|----------------------- | ----------- | ----------- | ----------- | -----------
|                        | 2003(1)     | 2002        | 2003(2)     | 2002       
|                        |             |             |             |            
|Total revenues(5)       | $383,677    | $349,421    | $382,322    | $331,192   
|Gross profit(5)         | 161,614     | 118,880     | 161,027     | 129,660    
|Net income (loss)       | (2,153)     | (831)       | 8,977       | 7,853      
|                        |             |             |             |            
|Basic net income (loss) |             |             |             |            
|per common share        | (0.22)      | (0.03)      | 0.13        | 0.28       
|                        |             |             |             |            
|Diluted net income      |             |             |             |            
|(loss) per common share | (0.22)      | (0.03)      | 0.13        | 0.28       
|                        |             |             |             |            
|Price range of common   |             |             |             |            
|stock per share         |             |             |             |            
|High                    | 13.74       | 16.00       | 15.20       | 16.46      
|Low                     | 11.16       | 10.35       | 12.65       | 11.00      

(1)

(2)

(3)

(4)

(5)





















F-25



REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS





To the Stockholders and the Board of Directors

Phillips-Van Heusen Corporation



We have audited the accompanying consolidated balance sheets of Phillips-Van Heusen Corporation and subsidiaries as of February 1, 2004
and February 2, 2003, and the related consolidated income statements, consolidated statements of changes in stockholders' equity and
consolidated statements of cash flows for each of the three years in the period ended February 1, 2004. Our audits also included the financial
statement schedule included in Item 15(a)(2). These financial statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position
of Phillips-Van Heusen Corporation and subsidiaries at February 1, 2004 and February 2, 2003, and the consolidated results of their operations
and their cash flows for each of the three years in the period ended February 1, 2004 in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.

As described in the summary of significant accounting policies, the Company adopted FASB Statement No. 142, "Goodwill and Other
Intangible Assets," effective February 4, 2002.



E&Y SIGNATURE STAMP

New York, New York

March 8, 2004



































F-26



PHILLIPS-VAN HEUSEN CORPORATION

TEN YEAR FINANCIAL SUMMARY

(In thousands, except per share data, percents and ratios)





|                                           | 2003(1)        | 2002          | 2001(2)        | 2000(3)        | 1999          
|------------------------------------------ | -------------- | ------------- | -------------- | -------------- | --------------
|Summary of Operations                      |                |               |                |                |               
|Revenues                                   |                |               |                |                |               
|Apparel and Related Products               | $1,417,105     | $1,404,973    | $1,431,892     | $1,455,548     | $1,271,490    
|Calvin Klein Licensing                     | 164,906        |               |                |                |               
|                                           | 1,582,011      | 1,404,973     | 1,431,892      | 1,455,548      | 1,271,490     
|Cost of goods sold and expenses            | 1,522,733      | 1,335,938     | 1,390,753      | 1,385,011      | 1,223,180     
|Income (loss) before interest and taxes    | 59,278         | 69,035        | 41,139         | 70,537         | 48,310        
|Interest expense, net                      | 36,372         | 22,729        | 24,451         | 22,322         | 22,430        
|Income tax expense (benefit)               | 8,200          | 15,869        | 6,008          | 18,115         | 9,007         
|Net income (loss)                          | $     14,706   | $     30,437  | $     10,680   | $     30,100   | $     16,873  
|                                           |                |               |                |                |               
|Per Share Statistics                       |                |               |                |                |               
|Basic net income (loss) per common share   | $       (0.18) | $        1.10 | $         0.39 | $         1.10 | $         0.62
|Diluted net income (loss) per common share | (0.18)         | 1.08          | 0.38           | 1.10           | 0.62          
|                                           |                |               |                |                |               
|Dividends paid per common share            | 0.15           | 0.15          | 0.15           | 0.15           | 0.15          
|Stockholders' equity per common share      | 9.68           | 9.80          | 9.62           | 9.80           | 8.86          
|                                           |                |               |                |                |               
|Financial Position                         |                |               |                |                |               
|Current assets                             | 488,912        | 451,127       | 405,300        | 436,381        | 425,970       
|Current liabilities                        | 182,864        | 127,439       | 114,358        | 138,095        | 124,580       
|Working capital                            | 306,048        | 323,688       | 290,942        | 298,286        | 301,390       
|Total assets                               | 1,439,283      | 771,700       | 708,933        | 724,364        | 673,748       
|Long-term debt                             | 399,097        | 249,012       | 248,935        | 248,851        | 248,784       
|Convertible redeemable preferred stock     | 264,746        |               |                |                |               
|Stockholders' equity                       | $   296,157    | $   272,227   | $   265,727    | $   268,561    | $   241,685   
|                                           |                |               |                |                |               
|Other Statistics                           |                |               |                |                |               
|Total debt to total capital(7)             | 41.6%          | 47.8%         | 48.4%          | 48.1%          | 50.7%         
|Net debt to net capital(8)                 | 32.2%          | 32.6%         | 43.6%          | 46.0%          | 38.9%         
|Current ratio                              | 2.7            | 3.5           | 3.5            | 3.2            | 3.4           
|Average common shares outstanding          | 30,314         | 27,770        | 27,595         | 27,305         | 27,289        

________________

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)





F-27



PHILLIPS-VAN HEUSEN CORPORATION

TEN YEAR FINANCIAL SUMMARY (CONTINUED)

|                                           | 1998           | 1997(4)        | 1996(3)        | 1995(5)        | 1994(6)       
|------------------------------------------ | -------------- | -------------- | -------------- | -------------- | --------------
|Summary of Operations                      |                |                |                |                |               
|Revenues                                   |                |                |                |                |               
|Apparel and Related Products               | $1,303,085     | $1,350,007     | $1,359,593     | $1,464,128     | $1,255,466    
|Calvin Klein Licensing                     |                |                |                |                |               
|                                           | 1,303,085      | 1,350,007      | 1,359,593      | 1,464,128      | 1,255,466     
|Cost of goods sold and expenses            | 1,259,600      | 1,437,160      | 1,311,855      | 1,443,555      | 1,205,764     
|Income (loss) before interest and taxes    | 43,485         | (87,153)       | 47,738         | 20,573         | 49,702        
|Interest expense, net                      | 27,743         | 20,672         | 23,164         | 23,199         | 12,793        
|Income tax expense (benefit)               | 3,915          | (41,246)       | 6,044          | (2,920)        | 6,894         
|Net income (loss)                          | $     11,827   | $    (66,579)  | $     18,530   | $          294 | $     30,015  
|                                           |                |                |                |                |               
|Per Share Statistics                       |                |                |                |                |               
|Basic net income (loss) per common share   | $         0.43 | $       (2.46) | $         0.69 | $        0.01  | $         1.13
|Diluted net income (loss) per common share | 0.43           | (2.46)         | 0.68           | 0.01           | 1.11          
|                                           |                |                |                |                |               
|Dividends paid per common share            | 0.15           | 0.15           | 0.15           | 0.15           | 0.15          
|Stockholders' equity per common share      | 8.39           | 8.11           | 10.73          | 10.20          | 10.35         
|                                           |                |                |                |                |               
|Financial Position                         |                |                |                |                |               
|Current assets                             | 368,017        | 385,018        | 362,958        | 444,664        | 429,670       
|Current liabilities                        | 132,686        | 133,335        | 122,266        | 183,126        | 114,033       
|Working capital                            | 235,331        | 251,683        | 240,692        | 261,538        | 315,637       
|Total assets                               | 674,313        | 660,459        | 657,436        | 749,055        | 596,284       
|Long-term debt                             | 248,723        | 241,004        | 189,398        | 229,548        | 169,679       
|Convertible redeemable preferred stock     |                |                |                |                |               
|Stockholders' equity                       | $   228,888    | $   220,305    | $   290,158    | $   275,292    | $   275,460   
|                                           |                |                |                |                |               
|Other Statistics                           |                |                |                |                |               
|Total debt to total capital(7)             | 54.0%          | 53.0%          | 43.1%          | 52.3%          | 38.2%         
|Net debt to net capital(8)                 | 53.0%          | 51.8%          | 41.7%          | 50.8%          | 24.5%         
|Current ratio                              | 2.8            | 2.9            | 3.0            | 2.4            | 3.8           
|Average common shares outstanding          | 27,218         | 27,108         | 27,004         | 26,726         | 26,563        

_______________

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)









F-28

| | SCHEDULE II
| | -----------

PHILLIPS-VAN HEUSEN CORPORATION



VALUATION AND QUALIFYING ACCOUNTS

(In thousands)





|                              |                                |                                     |                              |                          
|----------------------------- | ------------------------------ | ----------------------------------- | ---------------------------- | -------------------------
|Column A                      | Column B                       | Column C                            | Column D                     | Column E                 
|                              |                                | Additions                           |                              |                          
|Description                   | Balance at
Beginning
of Period | Recorded in
Relation to
Acquisition | Charged to
Costs and
Expense | Charged to
Other
Accounts
|                              |                                |                                     |                              |                          
|Year Ended February 1, 2004   |                                |                                     |                              |                          
|                              |                                |                                     |                              |                          
|Deducted from asset accounts: |                                |                                     |                              |                          
|Allowance for doubtful        |                                |                                     |                              |                          
|accounts                      | $2,872                         | $1,305(a)                           | $1,924(b)                    | $27(c)                   
|                              |                                |                                     |                              |                          
|Year Ended February 2, 2003   |                                |                                     |                              |                          
|                              |                                |                                     |                              |                          
|Deducted from asset accounts: |                                |                                     |                              |                          
|Allowance for doubtful        |                                |                                     |                              |                          
|accounts                      | $2,496                         |                                     | $  658(b)                    | $   19(c)                
|                              |                                |                                     |                              |                          
|Year Ended February 3, 2002   |                                |                                     |                              |                          
|                              |                                |                                     |                              |                          
|Deducted from asset accounts: |                                |                                     |                              |                          
|Allowance for doubtful        |                                |                                     |                              |                          
|accounts                      | $2,051                         |                                     | $  829(b)                    | $   76(c)                
|                              |                                |                                     |                              |                          



(a)	Related to Calvin Klein Acquisition

(b)	Provisions for doubtful accounts.

(c)	Recoveries of doubtful accounts previously written off.

(d)	Primarily uncollectible accounts charged against the allowance provided.





























F-29