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Mail Stop 3561
February 9, 2006
By Facsimile and U.S. Mail
Mr. Vincent Russo
Chief Accounting Officer
Phillips-Van Heusen Corporation
200 Madison Avenue
New York, New York 10016
Re: Phillips-Van Heusen Corporation
Form 10-K for the year ended January 30, 2005
Filed April 14, 2005
File No. 1-07572
Dear Mr. Russo:
We have reviewed your filing and have the following
comments.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year-End January 30, 2005
Item 1. Business, page 2
Sourcing and Production, page 10
1. We note that 95% of your products were produced by foreign
manufactures, and that you enter into hedging contracts for
exposure
related to price changes in foreign currency against the US
Dollar.
In this regard, we note that you disclose the aggregate
transaction
gain or loss recorded in your consolidated statements of income
for
the three years ended January 30, 2005. If significant, please
disclose any exchange rate changes subsequent to year-end and its
effects on unsettled balances related to foreign currency
transactions. Please refer to paragraph 32 of SFAS 52. You
should
also consider enhancing your MD&A discussion to discuss how
changes
in foreign currencies have impacted your results of operations for
any un-hedged, or non-dollar denominated, purchases of raw
material,
or finished products.
Consolidated Balance Sheets, page F-3
2. Please describe to us what analysis was performed with regard
to
the application of SFAS no. 150 to your Series B convertible
preferred stock. Please be as detailed as possible and include a
discussion of the conversion feature. See paragraphs A7 and A9 of
Statement no. 150. Lastly, explain and prospectively disclose any
liquidation preferences that may exist with your preferred stock
See
SFAS no. 129.
Note 3. Acquisition of Arrow Tradename, page F-12
3. We note that you acquired an entity that licenses the Arrow
trademark. Tell us how much consideration was paid for this
entity.
It appears that you have not assigned any value to the existing
contracts and business relations of this entity. Tell us what
consideration you gave to the value of the existing trademark
licensees.
Note 17. Segment Data, page F-25
4. Please tell us in more detail how you determined that you have
only two reportable segments. We note that you sell different
products (e.g. dress shirts, sportswear, and footwear), you have
different distribution channels (e.g. wholesale and retail) and
you
manufacture and source products. You also market private label and
branded products. Please supplement your response by providing us
with examples of current internal reports that management uses to
assess the performance of your business such as budgets, flash
reports and internal financial statements. In this regard, please
explain to us in detail your operating segments and provide to us
three years of revenue information for each operating segment you
have identified. Also, provide three years of profit (loss) and
margin history, and asset information for each operating segment
identified. We may have further comment.
Valuation and Qualifying Accounts, page F-36
5. In future filings, please revise Schedule II filed pursuant to
Rule 5-04 of Regulation S-X to separately disclose the amounts
charged to costs and expenses and to net sales. The additional
disclosure may be provided in a footnote to the table. See Rule
12-
09 of Regulation S-X.
``` ```````````````````````````````````````````````Please
respond to these comments within 10 business days or tell us when
you
will provide us with a response. Please furnish a letter with
your
responses to our comments and provide any requested supplemental
information. Please understand that we may have additional
comments
after reviewing your responses to our comments. Please file your
response letter on EDGAR as a correspondence file.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
If you have any questions regarding this comment, please
direct them to Robert Babula, Staff Accountant, at (202) 551-3339
or,
in his absence, to the undersigned at (202) 551-3841. Any other
questions regarding disclosures issues may be directed to H.
Christopher Owings, Assistant Director at (202) 551-3725.
Sincerely,
Michael Moran, Esq.
Branch Chief
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Mr. Vincent Russo
Phillips-Van Heusen Corporation
February 9, 2006
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