Financial Statements

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

_____________

FORM 11-K

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One):

ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].

For the fiscal year ended December 31, 2003

OR

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

For the transition period from __________ to __________

Commission file number 001-07572    

A. Full title of the plan and the address of the plan, if different from that of the issuer named below: PVH Associates Investment Plan For Residents Of The Commonwealth Of Puerto Rico

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Phillips-Van Heusen Corporation, 200 Madison Avenue, New York, New York 10016

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

PHILLIPS-VAN HEUSEN CORPORATION

ASSOCIATES INVESTMENT PLAN FOR

RESIDENTS OF THE COMMONWEALTH

OF PUERTO RICO

 

 

Date: June 23, 2004 By /s/ Pamela N. Hootkin

Pamela N. Hootkin, Member of

Administrative Committee

 

Phillips-Van Heusen Corporation

Associates Investment Plan for Residents
of the Commonwealth of Puerto Rico

Financial Statements

Years ended December 31, 2003 and 2002

 

Contents

 

Report of Independent Registered Public Accounting Firm

F-2

Statements of Net Assets Available for Benefits

F-3

Statements of Changes in Net Assets Available for Benefits

F-4

Notes to Financial Statements

F-5

Supplemental Schedules

F-13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-1

[Letterhead of Ernst & Young LLP]

 

 

Report of Independent Registered Public Accounting Firm

Administrative Committee of the Plan

Phillips-Van Heusen Corporation

Associates Investment Plan for Residents

of the Commonwealth of Puerto Rico

We have audited the accompanying statements of net assets available for benefits of the Phillips-Van Heusen Corporation Associates Investment Plan for Residents of the Commonwealth of Puerto Rico as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2003, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

June 10, 2004

F-2

Phillips-Van Heusen Corporation

Associates Investment Plan for Residents

of the Commonwealth of Puerto Rico

Statements of Net Assets Available for Benefits

 

 

December 31

 

2003

2002

     

Assets

   

Investments, at fair value (Notes A and E):

   

Investments held by UMB Trust:

   

Money Market Funds

$ 14,898

$ 3,953

Mutual Funds

27,942

20,500

Investment in Phillips-Van Heusen Corporation Associates Investment Plans Master Trust

18,716

11,934

Contribution receivable

664

321

Net assets available for benefits

$ 62,220

$ 36,708

 

 

 

See notes to financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-3

Phillips-Van Heusen Corporation

Associates Investment Plan for Residents

of the Commonwealth of Puerto Rico

Statements of Changes in Net Assets Available for Benefits

 

 

Year ended December 31

 

2003

2002

     

Additions

   

Contributions:

   

Employer Company Fund, net of forfeitures

$ 3,929

$ 776

Employees

10,957

1,725

 

14,886

2,501

Interest and investment income

878

659

Total additions

15,764

3,160

     

Deductions

   

Transfer out

-

31,671

Total deductions

-

31,671

     

Net realized and unrealized appreciation (depreciation)
of investments

9,748

(2,478)

Net increase (decrease)

25,512

(30,989)

     

Net assets available for benefits at beginning of year

36,708

67,697

Net assets available for benefits at end of year

$62,220

$ 36,708

 

See notes to financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

F-4

Phillips-Van Heusen Corporation

Associates Investment Plan for Residents

of the Commonwealth of Puerto Rico

Notes to Financial Statements

December 31, 2003

 

A. Description of the Plan

The following description of the Phillips-Van Heusen Corporation (the "Company") Associates Investment Plan for Residents of the Commonwealth of Puerto Rico (the "Plan") provides only general information. Participants should refer to the Plan Document for a more complete description of the Plan's provisions.

Change in Trustee and Recordkeeper

Effective February 1, 2002, the Plan's Trustee changed from State Street Bank (the "Predecessor Trustee") to UMB Bank (the "Trustee" or "Successor Trustee"). On the same date, the Plan's recordkeeper changed from PricewaterhouseCoopers/Unifi Network (the "Predecessor Recordkeeper") to Strong Retirement Plan Services (the "Recordkeeper" or "Successor Recordkeeper").

Master Trust

On March 28, 2002, the Phillips-Van Heusen Corporation Associates Investment Plans Master Trust (the "Master Trust") was established for the investment of the Company's Common Stock Fund. The Plan is one of three plans participating in the Master Trust. For the period February 1, 2002 through March 27, 2002, assets from the Company's Common Stock Fund were held in the Puerto Rico Plan Trust.

General

The Plan is a defined contribution plan covering salaried clerical and hourly production associates of Phillips-Van Heusen Corporation (the "Company") who are residents of the Commonwealth of Puerto Rico, have at least one year of service (1,000 hours in a year) and are age 21 or older. The Plan is subject to the reporting and disclosure requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective April 1, 2002, the Plan covers salaried and hourly retail field workers who are residents of the Commonwealth of Puerto Rico who are at least age 21 or older, have completed at least three consecutive months of service and are regularly scheduled to work at least 20 hours per week.

 

F-5

A. Description of the Plan (continued)

Contributions

Each year, participants may contribute up to 10% of pre-tax annual compensation, as defined by the Plan, limited to $8,000 per annum in 2003 and 2002, respectively. The Company matches 100% of the first 2% of eligible compensation that a participant contributed to the Plan plus 25% of the next 4% of eligible compensation contributed by the participant.

Participant Accounts

Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings. Forfeited balances of terminated participants' nonvested accounts are used to reduce future Company contributions.

Vesting

Amounts attributable to employee contributions and the allocated earnings thereon are immediately vested. Participants become 25%, 50%, 75% and 100% vested in Company contributions after two, three, four and five years of service, respectively. Upon death, permanent disability, or reaching age 65, participants or their beneficiaries become 100% vested in Company contributions.

Investment Options

Upon enrollment in the Plan, a participant may direct employee contributions into any of eight investment options. A participant may contribute a maximum of 25% of employee contributions into the Phillips-Van Heusen Corporation Common Stock Fund.

The Company contributions are invested in any fund offered by the Plan as elected by the participant. However, existing balances contributed to the Company's Common Stock Fund as of March 31, 1999 must remain in the fund until participants are age 55 or older, at which time they may choose to transfer their investment.

 

 

 

 

 

 

 

 

 

F-6

A. Description of the Plan (continued)

Participant Loans Receivable

Participants may borrow from the Plan, with certain restrictions, using their vested account balance as collateral. The minimum loan amount is $1,000 and the maximum loan amount is the lesser of (i) $50,000 reduced by the participant's highest outstanding loan balance during the previous 12 months, or (ii) 50% of the vested value of the participant's account. Interest is fixed for the term of the loan at the prime rate as of the first business day of the month of application as published in The Wall Street Journal, plus 1%. Loan repayments are made through payroll deductions which may be specified for a term of 1 to 5 years or up to 15 years for the purchase of a primary residence.

Forfeitures

Contributions made on behalf of non-vested or partially vested employees who have terminated are retained by the Plan and are used to reduce the Company's future matching contributions.

Payment of Benefits

Participants entitled to final distributions generally will receive payment in the form of a lump sum amount equal to the value of their vested account.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

B. Significant Accounting Policies

The accounting records of the Plan are maintained on the accrual basis.

Substantially all administrative expenses are paid by the Company.

 

 

 

 

 

 

F-7

 

B. Significant Accounting Policies (continued)

In accordance with the Rules and Regulations of the Department of Labor, investments are included in the accompanying financial statements at market value as determined by quoted market prices or at fair value as determined by the trustee. Purchases and sales of securities are reflected on a trade date basis.

All assets of the Plan are held by the Trustee and are segregated from the assets of the Company. The Master Trust holds the investments in Employers Common Stock. The Plan shares in the Master Trust interest and investment income based upon its participants' shares of the Master Trust net assets available for benefits.

The preparation of the financial statements in conformity with U.S. 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 those estimates.

C. Transactions with Parties-in-Interest

During the years ended December 31, 2003 and 2002, the Master Trust purchased 12,631 and -0- shares, respectively, of the Company's common stock and received $172,798 and $131,563, respectively, from the Company as payment of dividends on its common stock. The AIP Master Trust also sold 25,016 and 20,519 shares of the Company's common stock during the years ended December 31, 2003 and 2002, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-8

 

D. Investments

During 2003 and 2002, the Plan's investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market prices as follows:

 

Net Realized and Unrealized Appreciation (Depreciation) in Fair Value of Investments

 

2003

2002

     

Common stock - Employer Company Fund

$6,317

$ -

Investment in Phillips-Van Heusen Corporation Associates Investment Plans Master Trust

-

(549)

Shares of registered investment companies

3,431

(1,929)

 

$9,748

$ (2,478)

Investments that represent 5% or more of the fair value of the Plan's net assets are as follows:

 

December 31

 

2003

2002

     

Investment in Phillips-Van Heusen Corporation Associates Investment Plans PVH Stock Master Trust

 

$18,716

 

$11,934

Dodge & Cox Balanced

7,759

6,108

Dreyfus Appreciation Fund

6,362

5,073

Strong Advisor Bond

9,773

6,872

Strong Stable Value

14,898

3,953

Shares of registered companies representing
less than 5%

4,048

2,447

 

 

 

 

 

 

 

 

 

F-9

D. Investments (continued)

The Plan was one of three plans in the AIP Master Trust and represented an approximate .09% interest in the trust at December 31, 2001. Effective March 28, 2002, the assets in this Master Trust were transferred to a new trustee. Changes in the AIP Master Trust net assets held by fund during the year ended December 31, 2002 were as follows:

 

Phillips-Van Heusen Corporation Common
Stock Fund

 

Money

Market

Fund

 

 

Bond

Fund

 

 

Balanced

Fund

 

 

Equity

Fund

 

Current

International

Fund

 

 

Small Cap

Fund

Spartan Equity
Index

Fund

 

 

Loan

Fund

 

 

 

Total

                     

Net assets at beginning of year

$ 13,914,265

$ 8,384,429

$ 3,865,398

$10,064,698

$ 19,694,576

$ 3,225,345

$ 3,073,063

$ 4,753,611

$ 1,521,216

$ 68,496,601

Interest and investment income

47,455

77,551

44,411

65,597

44,993

(2,878)

(5,519)

16,043

-

287,653

Contributions received:

                   

Employees

71,428

144,584

124,474

235,412

458,219

111,822

132,993

245,058

-

1,523,990

Rollovers

(31,429)

319

3,023

8,995

14,062

3,212

4,198

4,858

-

7,238

Employer, net of forfeitures

227,839

34,383

35,667

52,573

113,104

26,501

54,064

115,590

-

659,721

Net realized and unrealized appreciation (depreciation)

1,473,020

-

(39,430)

152,490

78,061

49,143

146,145

(11,189)

-

1,848,240

Loan principal repayments

12,659

24,905

19,808

27,803

43,773

17,311

14,116

39,232

-

199,607

Loan interest repayments

1,961

4,591

3,471

5,540

8,566

2,041

2,360

3,456

-

31,986

Loans issued

(31,544)

(36,623)

(17,949)

(55,097)

(82,557)

(23,852)

(31,041)

(29,536)

88,557

(219,642)

Payments to participants

(1,293,379)

(656,612)

(382,741)

(761,454)

(1,475,122)

(256,262)

(177,056)

(165,241)

(121,951)

(5,289,818)

Transfers to UMB

(14,392,275)

(7,977,527)

(3,656,132)

(9,796,557)

(18,897,675)

(3,152,383)

(3,213,323)

(4,971,882)

(1,487,822)

(67,545,576)

Net assets at end of year

$ -

$ -

$ -

$ -

$ -

$

$ -

$ -

$ -

$ -

Note: Certain funds above include investments in the Chase Manhattan Bank Domestic Liquidity Fund.

 

 

 

 

 

 

 

F-10

E. Non-Participant-Directed Investments

The following schedule depicts activity within the Master Trust as of December 31, 2003 and 2002 and for the years then ended. The Master Trust consists of participant directed investments along with all non-participant directed investments. Changes in the Phillips-Van Heusen Corporation Associates Investment Plans Master Trust net assets held during the years ended December 31, 2003 and 2002 were as follows:

 

December 31

 

2003

2002

     

Net assets:

   

Phillips-Van Heusen common stock

$20,279,641

$ 13,358,089

Strong Money Market Fund

752,382

524,115

Other

2,617

2,168

 

$21,034,640

$ 13,884,372

     
 

Year ended December 31

 

2003

2002

     

Net assets at beginning of year

$13,884,372

$ -

Changes in net assets:

   

Transfer from Predecessor Trustee

-

14,595,742

Contributions

1,207,958

821,757

Loan repayments, interest

8,056

6,273

Loan repayments, principal

52,457

-

Earnings and net realized and unrealized
depreciation in fair value

7,302,014

(403,837)

Distributions to participants

(913,378)

(1,074,496)

Transfers to participant directed investments

(506,839)

(61,067)

Net assets at end of year

$21,034,640

$13,884,372

F. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated April 27, 1995 stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its

 

 

 

 

 

F-11

F. Income Tax Status (continued)

qualification. The Plan has been amended since receiving the determination letter and a new determination letter has been applied for. The plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.

G. Transfer Out

The prior Recordkeeper proposed a reallocation of assets among the plans in the predecessor Master Trust in 2001 by adjusting the opening balances. A final determination on the correct reallocation was made in March 2002 when the assets in the predecessor Master Trust were distributed to separate trusts for the plans and the Recordkeeper conversion process was complete. This transfer out adjustment was made to reflect this reallocation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-12

 

 

 

 

 

 

 

 

 

 

Supplemental Schedule

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-13

Phillips-Van Heusen Corporation

Associates Investment Plan for Residents
of the Commonwealth of Puerto Rico

Schedule H, Line 4i--Schedule of Assets (Held at End of Year)

December 31, 2003

 

 

 

Identity of Issue, Borrower,
Lessor or Similar Party

Description of Investment,
Including Maturity Date,
Rate of Interest,
Par or Maturity Value

 

Current

Value

     

Strong Retirement Plan Services

Barclays Global Equity Index;
100.8796 shares

$ 1,028

Strong Retirement Plan Services

Dodge & Cox Balanced Fund;
106.2327 shares

7,759

Strong Retirement Plan Services

Dreyfus Appreciation Fund;
171.3021 shares

6,362

Strong Retirement Plan Services

Janus Adviser International;
105.4911 shares

2,560

Strong Retirement Plan Services

Strong Advisor Small Cap Value; 16.7174 shares

460

Strong Retirement Plan Services

Strong Advisor Bond;
885.2600 shares

9,773

Total investments held by UMB Trust- Mutual Funds

 

$27,942

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-14

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.

23.1 Consent of Independent Auditors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 23

Exhibit 23.1

 

 

 

Consent of Independent Registered Public Accounting Firm

 

 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-46810) pertaining to the Phillips-Van Heusen Corporation Associates Investment Plan for Residents of the Commonwealth of Puerto Rico of our report dated June 10, 2004, with respect to the financial statements of the Phillips-Van Heusen Corporation Associates Investment Plan for Associates who are residents of the Commonwealth of Puerto Rico included in this Annual Report (Form 11-K) for the year ended December 31, 2003.

/s/Ernst & Young LLP

June 22, 2004