Washington, D.C. 20549

(Mark One)

X QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 3, 2002

OR

__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the transition period from ___________________________________ to ______________________________

Commission file number 1-724

(Exact name of registrant as specified in its charter)

(Address of principal executive offices)

Registrant's telephone number (212) 381-3500

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 (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.

Yes X No ___

The number of outstanding shares of common stock, par value $1.00 per share, of Phillips-Van Heusen Corporation as of November 22, 2002: 27,812,414 shares.

PHILLIPS-VAN HEUSEN CORPORATION

INDEX

PART I -- FINANCIAL INFORMATION

Item 1 - Financial Statements

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Stockholders and Board of Directors

Phillips-Van Heusen Corporation

We have reviewed the accompanying condensed consolidated balance sheet of Phillips-Van Heusen Corporation as of November 3, 2002 and November 4, 2001 and the related condensed consolidated income statements and cash flows for the thirteen and thirty-nine week periods ended November 3, 2002 and November 4, 2001. These financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is to express an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Phillips-Van Heusen Corporation as of February 3, 2002, and the related consolidated income statement, statement of changes in stockholders' equity, and statement of cash flows for the year then ended (not presented herein) and in our report dated March 4, 2002, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of February 3, 2002, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

New York, New York

November 20, 2002

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Phillips-Van Heusen Corporation

Condensed Consolidated Balance Sheets

(In thousands, except share data)

See accompanying notes.

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Phillips-Van Heusen Corporation

Condensed Consolidated Income Statements

Unaudited

(In thousands, except per share data)

See accompanying notes.

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Phillips-Van Heusen Corporation

Condensed Consolidated Statements of Cash Flows

Unaudited

(In thousands)

See accompanying notes.

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PHILLIPS-VAN HEUSEN CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share data)

GENERAL

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information. Accordingly, they do not contain all disclosures required by generally accepted accounting principles in the United States for complete financial statements. Reference should be made to the audited consolidated financial statements, including the notes thereto, included in the Company's Annual Report on Form 10-K for the year ended February 3, 2002.

The preparation of interim financial statements in conformity with generally accepted accounting principles in the United States 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.

The results of operations for the thirty-nine weeks ended November 3, 2002 and November 4, 2001 are not necessarily indicative of those for a full fiscal year due, in part, to seasonal factors. The data contained in these financial statements are unaudited and are subject to year end adjustments; however, in the opinion of management, all known adjustments (which consist only of normal recurring accruals) have been made to present fairly the consolidated operating results for the unaudited periods.

INVENTORIES

Inventories, comprised principally of finished goods, are stated at the lower of cost or market. Cost for certain apparel inventories is determined using the last-in, first-out method (LIFO). Cost for footwear and other apparel inventories is determined using the first-in, first- out method (FIFO). Inventories would have been approximately $3,100 higher than reported at November 4, 2001 if the FIFO method of inventory accounting had been used for all apparel. At November 3, 2002 and February 3, 2002, no LIFO reserve is recorded because the combination of the liquidation of certain LIFO inventories resulting from the exiting of Central America manufacturing facilities and reduced overall prices resulted in LIFO cost approximating FIFO cost.

The final determination of cost of sales and inventories under the LIFO method is made at the end of each fiscal year based on inventory cost and quantities on hand. Interim LIFO determinations are based on management's estimates of expected year end inventory levels and costs. Such estimates are subject to revision at the end of each quarter. Since estimates of future inventory levels and costs are subject to external factors, interim financial results are subject to year end LIFO inventory adjustments.

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EARNINGS PER SHARE

The Company computed its basic and diluted net income per share by dividing net income by:

ADOPTION OF NEW ACCOUNTING STANDARD

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. In the first half of 2002, the Company completed the required transitional impairment tests. No impairment resulted from these tests.

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:

Due to rounding, the components of the "as adjusted" basic net income per share for the thirteen week period ended November 4, 2001 and diluted net income per share for the thirty-nine week period ended November 4, 2001 do not add to the total.

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. During 2001, the Company charged approximately $9,900 to this reserve, leaving $11,100 in this reserve at February 3, 2002. During the first nine months of 2002, the Company charged approximately $6,500, related principally to certain lease obligations and severance and related costs, to this reserve, leaving $4,600 in this reserve at November 3, 2002. The actions related to these charges have been substantially completed by the Company; however, due to the extended terms of certain lease and employee termination contractual obligations associated with these actions, costs continue to be charged to this reserve.

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SEGMENT DATA

The Company manages and analyzes its operating results by its two vertically integrated business segments: (i) Apparel and (ii) Footwear and Related Products. In identifying its reportable segments, the Company evaluated its operating divisions and product offerings. The Company aggregates the results of its apparel divisions into the Apparel segment. This segment derives revenues from marketing dress shirts, sportswear and accessories, principally under the brand names Van Heusen, Izod, Geoffrey Beene, DKNY, Arrow, Kenneth Cole and Calvin Klein. The Company's footwear business has been identified as the Footwear and Related Products segment. This segment derives revenues from marketing casual footwear, apparel and accessories principally under the Bass/G.H. Bass & Co. brand name. Sales for both segments occur principally in the United States.

Net sales of the Company's apparel segment in the third quarter of 2002 were $314.8 million compared with $305.2 million last year, a 3.1% increase. This increase was due principally to growth in the Company's sportswear business.

Gross profit on apparel sales was 34.7% in the third quarter of 2002 compared with 32.6% last year. This increase was due principally to overall lower product costs, driven by last year's reconfiguration of the Company's sourcing operations, and more full-price sales as the Company's significantly lower inventory levels resulted in less clearance and promotional selling.

Selling, general and administrative expenses as a percentage of apparel sales were 24.9% in the third quarter of 2002 compared with 25.4% last year. This percentage decrease was due principally to an increase in sales leverage.

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Net sales of the Company's footwear and related products segment in the third quarter of 2002 were $94.3 million compared with $99.8 million last year, a decrease of 5.5%. This decrease was due principally to a soft back to school selling season coupled with unseasonably warm weather throughout the early Fall season.

Gross profit on footwear and related products sales was 43.8% in the third quarter of 2002 compared with 44.2% last year. This decrease was due principally to higher promotional markdowns which were needed to drive sales and move inventory because of the sales pressures mentioned above.

Selling, general and administrative expenses as a percentage of footwear and related products sales in the third quarter of 2002 were 36.7% compared with 35.5% last year. This percentage increase was due principally to a decrease in sales leverage.

Interest expense in the third quarter of 2002 was $5.7 million compared with $6.3 million last year. This decrease was due principally to the positive cash flow generated in 2001 and the first nine months of 2002.

Income taxes in the current quarter reflect an adjustment to bring the full year estimated rate to 34.0% compared with last year's full year rate of 36.0%. The decreased rate in the current year results principally from various tax saving strategies which generated certain federal and state income tax credits.

Corporate expenses were $5.3 million in the third quarter of 2002 compared with $4.9 million in last year's third quarter. This increase is in line with the modest increase in corporate expenses expected for the full year, which is due principally to certain logistical expenses.

Net sales of the Company's apparel segment in the first nine months of 2002 were $810.5 million, a decrease of 1.7% from last year's $824.6 million. This decrease was due principally to a weak dress shirt market which developed during 2001 and has continued into 2002, combined with less clearance and promotional selling in 2002.

Gross profit on apparel sales was 34.6% in the first nine months of 2002 compared with 32.2% last year. This increase was due principally to overall lower product costs, driven by last year's reconfiguration of the Company's sourcing operations, and more full-price sales as the Company's significantly lower inventory levels resulted in less clearance and promotional selling.

Selling, general and administrative expenses as a percentage of apparel sales in the first nine months of 2002 were 28.0% compared with 26.6% last year. This increase was due principally to an increase in incentive compensation as well as reduced sales leverage.

Net sales of the Company's footwear and related products segment in the first nine months of 2002 were $279.2 million compared with $281.7 million last year, a decrease of 0.9%. This decrease was due principally to a soft back to school selling season coupled with unseasonably warm weather throughout the early Fall season which negatively impacted the current year's third quarter, offset, in part, by modest growth in both the Company's retail and wholesale footwear businesses in the first half of this year.

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Gross profit on footwear and related products sales was 42.5% in the first nine months of 2002 compared with 42.6% last year. This decrease was due principally to higher promotional markdowns taken in the third quarter of this year to drive sales and move inventory, offset, in part, by lower product costs throughout the year.

Selling, general and administrative expenses as a percentage of footwear and related products sales in the first nine months of 2002 were 36.1% compared with 35.9% last year. This percentage increase was due principally to a decrease in sales leverage, as actual expenses in the current year were about flat with last year.

Interest expense in the first nine months of 2002 was $16.9 million compared with $18.9 million last year. This decrease was due principally to the positive cash flow generated in 2001 and the first nine months of 2002.

Income taxes were estimated at a rate of 34.0% for the current year compared with the 2001 full year rate of 36.0%. The decreased rate in the current year results principally from various tax saving strategies which generated certain federal and state income tax credits.

Corporate expenses in the first nine months were $16.8 million in 2002 compared with $14.4 million last year. This increase was due principally to the acceleration of certain logistical expenses in the first half of 2002.

The Company's business is seasonal, with higher sales and income in the second half of the year, which coincides with the Company's two peak retail selling seasons: the first running from the start of the back to school and Fall selling seasons 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.

Net cash provided by operations in the first nine months of 2002 was $37.5 million compared with net cash used by operations of $20.2 million in the prior year. Of this $57.7 million increase, $45.6 million relates to accounts payable and accrued expenses. In 2001, the February rent payments for many of the Company's facilities and retail stores were paid the first few days of the year. In 2002, this cash outflow did not repeat as the February rent payments were made at the end of 2001. Also, cash outflow in the first nine months of 2001 includes certain incentive compensation payments earned in fiscal 2000. This cash outflow did not repeat in the first nine months of 2002 due to a reduction in incentive compensation earned in fiscal 2001.

The Company has a secured credit agreement which includes a revolving credit facility under which the Company may, at its option, borrow and repay amounts within certain limits. The agreement also includes a letter of credit facility. The aggregate maximum amount outstanding under both the revolving credit facility and the letter of credit facility is $325 million.

The Company believes that its borrowing capacity under this secured credit agreement provides the Company with adequate liquidity for its peak seasonal needs for the foreseeable future. The foregoing is a forward-looking statement and may be affected by factors such as changes in cash flow or the size of any acquisition the Company may undertake.

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The Company is currently estimating that fourth quarter sales will be flat to up 2% and net income per diluted share will be in the range of $0.15 to $0.20. Accordingly, the Company is currently estimating that 2002 full year net income per diluted share will be in the range of $1.03 to $1.08. In addition, the Company currently estimates that sales for 2003 will be flat to up 3% with diluted net income per share in the range of $1.10 to $1.20.

The foregoing statements are forward-looking and there can be no assurance that the Company's actual results will not differ. Factors that could affect the accuracy of these forward-looking statements include, without limitation, the following: (i) changes in the Company's plans, strategies, objectives, expectations and intentions, such as the acquisition of new businesses or the sale or discontinuance of existing businesses; (ii) changes in the levels of sales of the Company's apparel and footwear products, both to its wholesale customers and in its retail stores, and the extent of discounts and promotional pricing in which the Company is 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) the Company's plans and results of operations will be affected by the Company's ability to manage its growth and inventory; and (iv) the Company's operations and results could be affected by quota restrictions (which, among other things, could limit the Company's 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), the Company's ability to adjust timely to changes in trade regulations and the migration and development of manufacturers (which can affect where the Company's products can best be produced), and civil conflict or war and political and labor instability in the countries where the Company's products are or are planned to be produced; and (v) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission.

Within the 90 days prior to the filing date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company 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 significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out this evaluation.

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Part II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

11

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+ Filed herewith.

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Pursuant to the requirements 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: December 13, 2002

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I, Bruce J. Klatsky, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Phillips-Van Heusen Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: December 13, 2002

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I, Emanuel Chirico, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Phillips-Van Heusen Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: December 13, 2002

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