("Division") of the United States Securities and Exchange Commission ("Commission")

UNITED STATES OF AMERICA 

SECURITIES AND EXCHANGE COMMISSION 

NON-PROSECUTION AGREEMENT 
1. This agreement arises out of an investigation by the Division of Enforcement 
("Division") 
ofthe United States Securities and Exchange Commission ("Commission") 
into possible violations 
of the Foreign Corrupt Practices Act and books and records and 
internal controls provisions 
of the federal securities laws by Ralph Lauren Corporation 
("Respondent") from approximately 2005 through 2009 ("Investigation"). Prior to a 
public enforcement action being brought 
by the Commission against Respondent, without 
admitting or denying liability, Respondent has agreed to enter into this non-prosecution 
agreement ("Agreement") on the following terms and conditions: 
COOPERATION 
2. The Respondent, a corporation organized and operating under the laws 
of 
Delaware, agrees to cooperate fully and truthfully in the Investigation and any other 
related enforcement litigation or proceeding to which the Commission 
is a party (the 
"Proceedings"), regardless 
ofthe time period in which the cooperation is  required. In 
addition, the Respondent agrees to cooperate fully and truthfully, when directed by the 
Division's staff, in an official investigation or proceeding by any federal, state, or self­
regulatory organization ("Other Proceedings"). The full, truthful, and continuing 
cooperation 
of the Respondent shall include, but not be limited to: 
a. producing, in a responsive and prompt manner, all non-privileged 
documents, information, and other materials 
to the Commission as requested by the 
Division's staff, wherever located, 
in the possession, custody, or control of the 
Respondent; 
b. using its best efforts to secure the full, truthful, and continuing 
cooperation, as defined in Paragraph 3, 
of current and former directors, officers, 
employees and agents, including making these persons available, when requested to do so 
by the Division's staff, at its expense, for interviews and the provision 
oftestimony in the 
investigation, trial and other judicial proceedings 
in connection with the Proceedings or 
Other Proceedings; and 
c. entering into tolling agreements, when requested to do so by the 
Division's staff, during the period 
of cooperation. 
3. The full, truthful, and continuing cooperation of each person described in 
Paragraph 2 above will be subject to the procedures and protections 
of this paragraph, 
and shall include, but not be limited to: 
a. producing all non-privileged documents and other materials as requested 
by the Division's staff; 

b. appearing for interviews, at such times and places, as requested by the 
Division's staff; 
c. responding to all inquiries, when requested to do so by the Division's 
staff, 
in connection with the Proceedings or Other Proceedings; and 
d. testifying at trial and other judicial proceedings, when requested to do so 
by the Division's staff, in connection with the Proceedings or Other Proceedings. 
4. The Respondent understands and agrees 
to perform the following undertakings: 
a. to pay disgorgement obtained or retained as a result of the violations 
discovered during the Investigation, without reimbursement or indemnification from any 
source, 
in the amount of $593,000, together with prejudgment interest thereon in the 
amount 
of $141,846 within 30 days of approval of the Non-Prosecution Agreement by 
the Commission by delivering 
or mailing by next-day mail a certified check, bank 
cashier's check, 
or United States postal money order, payable to the Securities and 
Exchange Commission, to the Office 
of Financial Management, Securities and Exchange 
Commission, Operations Center, 6432 General Green Way, Mail Stop 0-3, Alexandria, 
Virginia 22312 along with a  letter identifying the Respondent and specifying that the 
payment 
is made pursuant to a non-prosecution agreement entered into with the 
Commission on April22, 2013, and send an additional copy 
of the letter and check in 
accordance with the service requirements of Paragraph 7; and 
PUBLIC STATEMENTS 
5. After this Agreement is executed, the Respondent agrees not to take any action or 
to make or permit any public statement through present or future attorneys, employees, 
agents, or other persons authorized to speak for 
it, except in legal proceedings in which 
the Commission 
is not a party, denying, directly or indirectly, the factual basis of any 
aspect 
of this Agreement. This paragraph is not intended to apply to any statement made 
by an individual in the course 
of any criminal, civil, or regulatory proceeding initiated by 
the government or self-regulatory organization against such individual, unless such 
individual 
is speaking on behalf of the Respondent. If it is determined by the 
Commission that a public statement by the Respondent or any related person contradicts 
in whole 
or in part this Agreement, at its sole discretion, the Commission may bring an 
enforcement action 
in accordance with Paragraphs 8 through 10. 
6. Prior to issuing a press release concerning this Agreement, the Respondent agrees 
to have the text 
of the release approved by the staff of the Division. 

SERVICE 

7. The Respondent agrees to serve by hand delivery or by next-day mail all written 
notices and correspondence required by or related to this Agreement to Tracy 
L. Davis, 
Assistant Regional Director, United States Securities and Exchange Commission, 44 
Montgomery Street, Suite 2800, San Francisco, CA 
941 04, ( 415) 705-2318, unless 
otherwise directed in writing by the staff 
of the Division. 
VIOLATION OF AGREEMENT 
8. The Respondent understands and agrees that it shall be a violation ofthis 
Agreement if it knowingly provides false or misleading information or materials in 
connection with the Proceedings or Other Proceedings. In the event of such misconduct, 
the Division will advise the Commission 
of the Respondent's misconduct and may make 
a criminal referral for providing false information (18 U.S.C. 
§ 1001), contempt (18 
U.S.C. 
§§ 401-402) and/or obstructing justice (18 U.S.C. § 1503 et seq.). 
9. It is further understood and agreed that should the Division determine that it  has 
failed to comply with any term or condition 
of this Agreement, the Division will notify 
the Respondent or its counsel of the fact and provide an opportunity for the Respondent 
to make a submission consistent with the procedures set forth 
in the Securities Act of 
1933 Release No. 5310. Under these circumstances, the Division may, in its sole 
discretion and not subject to judicial review, recommend to the Commission an 
enforcement action against the Respondent for any securities law violations, including, 
but not limited to, the substantive offenses relating to the Investigation. Nothing 
in this 
agreement limits the Division's discretion to recommend to the Commission an 
enforcement action against the Respondent for future violations 
of the federal securities 
laws, without notice, to protect the public interest. 
I
0. The Respondent understands and agrees that in any future enforcement action 
resulting from its violation 
of the Agreement, any documents, statements, information, 
testimony, 
or evidence provided by it during the Proceedings or Other Proceedings, and 
any leads derived there from, may be used against it 
in future legal proceedings. 
11. The Respondent understands and agrees that any enforcement action brought by 
the Commission following the Respondent's violation 
of the Agreement that would not 
have been time-barred by the applicable statute 
of limitations if brought on the date ofthe 
execution of this Agreement, may be commenced against the Respondent, 
notwithstanding the expiration ofthe statute of limitations between the signing of this 
Agreement and the commencement 
of such action. 
12. In the event it  breaches this Agreement, the Respondent agrees not to dispute, 
contest, or contradict the factual statements contained 
in Exhibit A, or their admissibility, 
in any future Commission enforcement action against it. 

COMPLIANCE WITH AGREEMENT 

13. Subject to the full, truthful, and continuing cooperation 
of the Respondent, as 
described 
in Paragraphs 2 and 3, and compliance with all obligations and undertakings in 
the Agreement, the Commission agrees not to bring any enforcement action or 
proceeding against the Respondent arising from the Investigation. This agreement should 
not, however, be deemed exoneration 
of the Respondent or to be construed as a finding 
by the Commission that no violations 
of the federal securities laws have occurred. 
14. The Respondent understands and agrees that this Agreement does not bind other 
federal, state or self-regulatory organizations, but the Commission may, at its discretion, 
issue a letter 
to these organizations detailing the fact, manner, and extent of its 
cooperation during the Proceedings or Other Proceedings, upon the written request 
ofthe 
Respondent. 
15. The Respondent understands and agrees that 
if it sells, merges, or transfers all or 
substantially all 
of its business operations as they exist as ofthe date ofthis Agreement, 
whether such a sale 
is structured as a stock or asset sale, merger, or transfer during the 
Deferred Period, it shall include in any contract for sale, merger, or transfer a provision 
binding the purchaser/successor 
in interest to the obligations set forth in this Agreement. 
Furthermore, the protections arising from this Agreement will not apply to purchasers or 
successors 
in interest unless such purchaser or successor enters into a written agreement, 
on terms acceptable to the Division, agreeing to assume all the obligations set forth 
in this 
Agreement. 
16. The Respondent understands and agrees that the Agreement only provides 
protection against enforcement actions arising from the Investigation and does not relate 
to any other violations 
or any individual or entity other than the Respondent. 
VOLUNTARY AGREEMENT 
17. The Respondent's decision to enter into this Agreement is  freely and voluntarily 
made and 
is not the result of force, threats, assurances, promises, or representations other 
than those contained 
in this Agreement. 
18. The Respondent read and understands this Agreement. Furthermore, the 
Respondent has reviewed all legal and factual aspects 
of this matter with its attorney and 
is  fully satisfied with its attorney's legal representation. The Respondent has thoroughly 
reviewed this Agreement with its attorney and has received satisfactory explanations 
concerning each paragraph 
of the Agreement. After conferring with its attorney and 
considering all available alternatives, the Respondent has made a knowing decision to 
enter into the Agreement. 
19. The Respondent represents that its Board 
of Directors has duly authorized, in the 
resolution attached as Exhibit B, the execution and delivery 
of this Agreement, and that 
the person signing this Agreement has authority to bind the Respondent. 

ENTIRETY OF AGREEMENT 
20. This Agreement constitutes the entire agreement between the Commission and the 
Respondent, and supersedes all prior understandings, 
if any, whether oral or written, 
relating to the subject matter herein. 
21. This Agreement cannot be modified except in writing, signed by the Respondent 
and a representative 
ofthe Commission. 
22. In the event an ambiguity 
or a question of intent or interpretation arises, this 
Agreement shall be construed as 
if drafted jointly by the parties hereto, and no 
presumption 
or burden of proof shall arise favoring or disfavoring the Commission or the 
Respondent by virtue 
ofthe authorship of any of the provisions of the Agreement. 
The signatories below acknowledge acceptance 
of the foregoing terms and conditions. 
RESPONDENT 
Ralph Lauren Corporation 
By: 
I    T Date 	
Name: ve 
Title: Senior Vice President, General 
Counsel and Secretary 
Ralph Lauren Corporation 
625 Madison A venue 
New 
York, 
NY 10022 
On 
Apt'' l ItO , _, 2013, Avery S. Fischer, a person known to me, personally 
appeared before me and acknowledged executing the foregoing agreement with full 
authority to do so on 
behalf of Ralph Lauren Corporation as its Senior Vice President, 
General Counsel and Secretary and pursuant to the attached Resolution 
of the Board of 
·.. yqo~J~,""~
i~/N~~ 
~ -=~~ :_ :State:. ~ 
ELLEN BROOKS 
-~··.;. ·.-.. Comrriission number: 
Notary Public, State of New York 

--:·.·. ··,·.::commission expiration: 
No. 01 BR6038011 

Qualified in New York County 
Commission Expires March 6, 2011 

RESPONDENT'S COUN SEL 
Approv
ed as to fo rm : 
ho n 
as A. Hanu sik 
C 
well & Moring LLP 
I 00 I 
Penn sylvani a A ve nue, NW 
Washington, DC 20004 
(202) 624-2530 
SECU RIT I
ES AN D EXC HANGE COMM ISS ION 
DIVISION OF 
EN FORCEMENT 
Kara Novaco Broc kmeye r 
FCPA Unit Chief 

EXHIBIT A 
STATEMENT OF FACTS 
1 
If this case had gone to trial, the Commission would have presented evidence sufficient to 
prove the following facts: 
Ralph Lauren Corporation 
1. Ralph Lauren Corporation ("RLC") is  incorporated in Delaware with its principal 
place 
of business in New York, New York. RLC is  a world-wide designer, marketer and 
distributor 
of premium apparel, accessories, fragrances and other products. RLC's stock is 
registered pursuant to Section 12(b) of Securities Exchange Act of 1934 and it is listed on the 
New York Stock Exchange. 
2. P.R.L. - S.R.L. ("RLC Argentina") was an indirect wholly-owned subsidiary of 
RLC headquartered and incorporated in Argentina. RLC Argentina marketed and sold RLC and 
other merchandise, including merchandise that was imported from outside Argentina. 
3. The General Manager 
of RLC Argentina was a dual U.S. and Argentine citizen 
and was hired by RLC 
in approximately 2003 to manage the RLC Argentina business. From 
approximately 2003 through about 2009, RLC Argentina's General Manager was an agent and 
employee 
ofRLC, as that term is used in Section 30A (a)( I) ofthe Securities Exchange Act of 
1934 ("Exchange Act"). 
4. RLC Argentina retained a customs broker to assist it with customs clearance 
issues related to the importation 
of merchandise into Argentina. Customs Broker A was one of 
the two owners of the customs broker. Customs Broker A served as the customs broker for RLC 
Argentina from approximately 2003 through 2011. 
Bribes Paid To Customs Officials 
5. From approximately 2005 through approximately 2009, RLC Argentina's 
General Manager and others who worked at RLC Argentina approved bribe payments to be made 
to Argentine customs officials through Customs Broker A to assist in improperly obtaining 
paperwork necessary for RLC products to clear customs, to permit clearance 
of items without the 
necessary paperwork, to permit the clearance 
of prohibited goods, and to avoid inspection of 
products by Argentine customs officials. 
6. In order to obtain the money for the bribe payments, Customs Broker A would 
submit invoices to RLC Argentina's General Manager, or others who reported to the General 
Manager, for reimbursement 
of Customs Broker A's expenses. In addition to line items for 
1 
The facts set forth below are made pursuant to settlement negotiations and are not binding against RLC or its 
directors, officers or employees, or any other person or entity 
in any other legal proceeding. 

legitimate charges, the invoices also included requests for payments for "Loading and Delivery 
Expenses" and "Stamp Tax/Label Tax." These line  items were used to disguise the bribe 
payments. No back up documentation was provided to RLC Argentina for the "Loading and 
Delivery Expenses" 
or the "Stamp Tax/Label Tax" line items on the invoice. 
7. From approximately 2005 through approximately 2009, RLC Argentina paid 
approximately $568,000 to Customs Broker A for the purpose 
ofpaying bribes to Argentine 
customs officials to secure the importation 
ofRLC's products into Argentina. 
Gifts to Argentine Government Officials 
8. In addition to paying bribes to Argentine customs officials, RLC Argentina's 
General Manager directly provided or authorized that several gifts be made to Argentine 
government officials to improperly secure the importation 
ofRLC's products into Argentina. 
The gifts provided to three different government officials between approximately 2005 through 
approximately 2009 included perfume, dresses and handbags valued at between $400 and 
$14,000 each. 
RLC's Inadequate Internal Controls and Inaccurate Books and Records 
9. As evidenced by the improper payments to Argentine customs officials and gifts 
to other government officials, the failure 
to ensure that proper and effective due diligence was 
conducted on the customs broker and Customs Broker 
A, and the failure of the review process 
for authorization or approval 
of reimbursement payments to Customs Broker A to detect a single 
improper payment, between 2005 and 2009, RLC failed to devise and maintain a system 
of 
internal controls at RLC Argentina sufficient to provide reasonable assurances that (i) 
transactions were executed in accordance with management's general 
or specific authorization; 
(ii) transactions were recorded as necessary to permit preparation of financial statements in 
conformity with generally accepted accounting principles or any other criteria applicable to such 
statements; (iii) transactions were recorded as necessary to maintain accountability for assets; 
and (iv) that access to assets was permitted only 
in accordance with management's general or 
specific authorization. RLC's policies, procedures and training related to anticorruption and the 
Foreign Corrupt Practices Act ("FCPA") compliance 
in place at that time of the misconduct 
warranted further strengthening to ensure effective compliance with the related laws. 
10. Between 2005 and 2009, certain RLC Argentina employees and agents paid 
bribes which were inaccurately recorded 
in RLC Argentina's books, records and accounts, which 
were consolidated into the books and records 
of RLC. 
RLC's Self-Report 
11. In or about February 201 0, RLC' s Board of Directors adopted a new FCPA policy 
and shortly thereafter the policy was disseminated through 
RLC's intranet site. In approximately 
Spring or Summer 
201 0 RLC Argentina employees reviewed the FCP A policy and raised 
concerns about the company's customs broker 
in Argentina. As a result, RLC conducted an 
internal investigation 
of the allegations and discovered the improper payments to the customs 

officials and gifts to Argentine government officials. Within two weeks of uncovering the 
payments and gifts, RLC self-reported its preliminary findings to the both the SEC and the 
Department ofJustice. 
Remedial Measures and Cooperation 
I 2. Upon discovering the bribes, RLC took steps to end the misconduct, including 
terminating its customs broker. RLC also thoroughly reviewed its pre-existing compliance 
program and undertook steps to further update and enhance its compliance program, and 
successfully implemented those new enhancements. These steps included, in part, adoption of: 
(1) an amended anticorruption policy and translation ofthe policy into eight languages, (2) 
enhanced due diligence procedures for third parties, (3) an enhanced commissions policy, (4) an 
amended gift policy, and (5) in-person anticorruption training for certain employees. RLC also 
ceased retail operations 
in Argentina and is in the process of formally winding down all 
operations there. 
RLC provided extensive, thorough, real-time cooperation with the staff 
ofthe Division 
and the Department 
of Justice, including: voluntary and complete production of documents and 
disclosure 
of information to the staff, including the facts described above; voluntarily providing 
accurate translations 
of documents; voluntarily making witnesses available for interviews; and 
conducting a risk assessment of certain other world-wide operations ofthe company. The world­
wide review included its operations in Italy, Hong Kong and Japan, and identified no further 
violations. In fact, the revised compliance policies appear to be working, as the world-wide 
review identified one instance of a bribe solicitation being rejected by the company's employees 
after adoption 
ofthe company's revised FCPA policy in 2010. 

EXHIBITB 
RALPH LAUREN CORPORATION 

CERTIFICATE OF 

CORPORATE RESOLUTION 

I, Yen D. Chu, do hereby certify that I am the duly elected, qualified and acting Vice President, 
Corporate Counsel 
& Assistant Secretary of Ralph Lauren Corporation (the "Company"), a 
Delaware corporation, and that the following 
is a complete and accurate copy of a resolution 
adopted by the Board 
of Directors (the "Board") of the Company by unanimous written consent 
which resolved as follows: 
RESOLVED, that the 
Company's Senior Vice President, General Counsel and Secretary, 
or the Company's Senior Vice President and Chief Financial Officer be, and each ofthem 
hereby is, authorized, directed and empowered, in the name and on behalf 
ofthe 
Company, to execute (by manual 
or facsimile signature) and deliver the Non-Prosecution 
Agreement with the United States Securities and Exchange Commission substantially in 
the form submitted to and reviewed by the Board with such changes thereto as such 
officer 
or officers may approve, and to take any action and to execute (by manual or 
facsimile signature) and deliver all such further documents, contracts, letters, agreements, 
instruments, drafts, receipts 
or other writings that such officer or officers may in their 
sole discretion deem necessary, appropriate 
or desirable to carry out, comply with and 
effectuate the purposes 
of the foregoing resolutions and the transactions contemplated 
thereby and that the authority 
of such officers to execute and deliver any of such 
documents and instruments, and to take any such other action, shall be conclusively 
evidenced by their execution and delivery thereof 
or their taking thereof. 
I further certify that the aforesaid resolution has not been amended 
or revoked in any respect and 
remains in full force and effect. 
IN WITNESS 
WHEREOF, I have executed this Certificate on this /P"-Iday 
of
fij'r; I , 2013. 
Assistant Secretary 
Ralph Lauren Corporation 
ice President, Corporate Counsel & 
-=--~ ~ 
-:-/ ~ -~ .-.-ELLEN BROOKS 
-::-~-:---_-_ ~-Notary Public, State of New York 
...-:.__ :.:: ·--...___ :-<No. 01 BR6038011 
· ·  -· . · 	--Qualified in New York County 
Commission Expires 
March 6, 7ol4 

UNITED STATES OF AMERICA 

SECURITIES AND EXCHANGE COMMISSION 


NON-PROSECUTION AGREEMENT 

1. This agreement arises out of an investigation by the Division of Enforcement 
("Division") of the United States Securities and Exchange Commission ("Commission") 
into possible violations of the Foreign Corrupt Practices Act and books and records and 
internal controls provisions of the federal securities laws by Ralph Lauren Corporation 
("Respondent") from approximately 2005 through 2009 ("Investigation"). Prior to a 
public enforcement action being brought by the Commission against Respondent, without 
admitting or denying liability, Respondent has agreed to enter into this non-prosecution 
agreement ("Agreement") on the following terms and conditions: 

COOPERATION 

2. The Respondent, a corporation organized and operating under the laws of 
Delaware, agrees to cooperate fully and truthfully in the Investigation and any other 
related enforcement litigation or proceeding to which the Commission is a party (the 
"Proceedings"), regardless of the time period in which the cooperation is required. In 
addition, the Respondent agrees to cooperate fully and truthfully, when directed by the 
Division's staff, in an official investigation or proceeding by any federal, state, or self­
regulatory organization ("Other Proceedings"). The full, truthful, and continuing 
cooperation of the Respondent shall include, but not be limited to: 

a. producing, in a responsive and prompt manner, all non-privileged 
documents, information, and other materials to the Commission as requested by the 
Division's staff, wherever located, in the possession, custody, or control of the 
Respondent; 

b. using its best efforts to secure the full, truthful, and continuing 
cooperation, as defined in Paragraph 3, of current and former directors, officers, 
employees and agents, including making these persons available, when requested to do so 
by the Division's staff, at its expense, for interviews and the provision of testimony in the 
investigation, trial and other judicial proceedings in connection with the Proceedings or 
Other Proceedings; and 

c. entering into tolling agreements, when requested to do so by the 
Division's staff, during the period of cooperation. 

3. The full, truthful, and continuing cooperation of each person described in 
Paragraph 2 above will be subject to the procedures and protections of this paragraph, 
and shall include, but not be limited to: 

a. producing all non-privileged documents and other materials as requested 
by the Division's staff; 



b. appearing for interviews, at such times and places, as requested by the 
Division's staff; 

c. responding to all inquiries, when requested to do so by the Division's 
staff, in connection with the Proceedings or Other Proceedings; and 

d. testifying at trial and other judicial proceedings, when requested to do so 
by the Division's staff, in connection with the Proceedings or Other Proceedings. 

4. The Respondent understands and agrees to perform the following undertakings: 

a. to pay disgorgement obtained or retained as a result of the violations 
discovered during the Investigation, without reimbursement or indemnification from any 
source, in the amount of $593,000, together with prejudgment interest thereon in the 
amount of $141,846 within 30 days of approval of the Non-Prosecution Agreement by 
the Commission by delivering or mailing by next-day mail a certified check, bank 
cashier's check, or United States postal money order, payable to the Securities and 
Exchange Commission, to the Office of Financial Management, Securities and Exchange 
Commission, Operations Center, 6432 General Green Way, Mail Stop 0-3, Alexandria, 
Virginia 22312 along with a letter identifying the Respondent and specifying that the 
payment is made pursuant to a non-prosecution agreement entered into with the 
Commission on April22, 2013, and send an additional copy of the letter and check in 
accordance with the service requirements of Paragraph 7; and 

PUBLIC STATEMENTS 

5. After this Agreement is executed, the Respondent agrees not to take any action or 
to make or permit any public statement through present or future attorneys, employees, 
agents, or other persons authorized to speak for it, except in legal proceedings in which 
the Commission is not a party, denying, directly or indirectly, the factual basis of any 
aspect of this Agreement. This paragraph is not intended to apply to any statement made 
by an individual in the course of any criminal, civil, or regulatory proceeding initiated by 
the government or self-regulatory organization against such individual, unless such 
individual is speaking on behalf of the Respondent. If it is determined by the 
Commission that a public statement by the Respondent or any related person contradicts 
in whole or in part this Agreement, at its sole discretion, the Commission may bring an 
enforcement action in accordance with Paragraphs 8 through 10. 

6. Prior to issuing a press release concerning this Agreement, the Respondent agrees 
to have the text of the release approved by the staff of the Division. 



SERVICE 


7. The Respondent agrees to serve by hand delivery or by next-day mail all written 
notices and correspondence required by or related to this Agreement to Tracy L. Davis, 
Assistant Regional Director, United States Securities and Exchange Commission, 44 
Montgomery Street, Suite 2800, San Francisco, CA 941 04, ( 415) 705-2318, unless 
otherwise directed in writing by the staff of the Division. 

VIOLATION OF AGREEMENT 

8. The Respondent understands and agrees that it shall be a violation of this 
Agreement if it knowingly provides false or misleading information or materials in 
connection with the Proceedings or Other Proceedings. In the event of such misconduct, 
the Division will advise the Commission of the Respondent's misconduct and may make 
a criminal referral for providing false information (18 U.S.C. § 1001), contempt (18 
U.S.C. §§ 401-402) and/or obstructing justice (18 U.S.C. § 1503 et seq.). 

9. It is further understood and agreed that should the Division determine that it has 
failed to comply with any term or condition of this Agreement, the Division will notify 
the Respondent or its counsel of the fact and provide an opportunity for the Respondent 
to make a submission consistent with the procedures set forth in the Securities Act of 
1933 Release No. 5310. Under these circumstances, the Division may, in its sole 
discretion and not subject to judicial review, recommend to the Commission an 
enforcement action against the Respondent for any securities law violations, including, 
but not limited to, the substantive offenses relating to the Investigation. Nothing in this 
agreement limits the Division's discretion to recommend to the Commission an 
enforcement action against the Respondent for future violations of the federal securities 
laws, without notice, to protect the public interest. 

I0. The Respondent understands and agrees that in any future enforcement action 
resulting from its violation of the Agreement, any documents, statements, information, 
testimony, or evidence provided by it during the Proceedings or Other Proceedings, and 
any leads derived there from, may be used against it in future legal proceedings. 

11. The Respondent understands and agrees that any enforcement action brought by 
the Commission following the Respondent's violation of the Agreement that would not 
have been time-barred by the applicable statute of limitations if brought on the date of the 
execution of this Agreement, may be commenced against the Respondent, 
notwithstanding the expiration of the statute of limitations between the signing of this 
Agreement and the commencement of such action. 

12. In the event it breaches this Agreement, the Respondent agrees not to dispute, 
contest, or contradict the factual statements contained in Exhibit A, or their admissibility, 
in any future Commission enforcement action against it. 



COMPLIANCE WITH AGREEMENT 


13. Subject to the full, truthful, and continuing cooperation of the Respondent, as 
described in Paragraphs 2 and 3, and compliance with all obligations and undertakings in 
the Agreement, the Commission agrees not to bring any enforcement action or 
proceeding against the Respondent arising from the Investigation. This agreement should 
not, however, be deemed exoneration of the Respondent or to be construed as a finding 
by the Commission that no violations of the federal securities laws have occurred. 

14. The Respondent understands and agrees that this Agreement does not bind other 
federal, state or self-regulatory organizations, but the Commission may, at its discretion, 
issue a letter to these organizations detailing the fact, manner, and extent of its 
cooperation during the Proceedings or Other Proceedings, upon the written request of the 
Respondent. 

15. The Respondent understands and agrees that if it sells, merges, or transfers all or 
substantially all of its business operations as they exist as of the date of this Agreement, 
whether such a sale is structured as a stock or asset sale, merger, or transfer during the 
Deferred Period, it shall include in any contract for sale, merger, or transfer a provision 
binding the purchaser/successor in interest to the obligations set forth in this Agreement. 
Furthermore, the protections arising from this Agreement will not apply to purchasers or 
successors in interest unless such purchaser or successor enters into a written agreement, 
on terms acceptable to the Division, agreeing to assume all the obligations set forth in this 
Agreement. 

16. The Respondent understands and agrees that the Agreement only provides 
protection against enforcement actions arising from the Investigation and does not relate 
to any other violations or any individual or entity other than the Respondent. 

VOLUNTARY AGREEMENT 

17. The Respondent's decision to enter into this Agreement is freely and voluntarily 
made and is not the result of force, threats, assurances, promises, or representations other 
than those contained in this Agreement. 

18. The Respondent read and understands this Agreement. Furthermore, the 
Respondent has reviewed all legal and factual aspects of this matter with its attorney and 
is fully satisfied with its attorney's legal representation. The Respondent has thoroughly 
reviewed this Agreement with its attorney and has received satisfactory explanations 
concerning each paragraph of the Agreement. After conferring with its attorney and 
considering all available alternatives, the Respondent has made a knowing decision to 
enter into the Agreement. 

19. The Respondent represents that its Board of Directors has duly authorized, in the 
resolution attached as Exhibit B, the execution and delivery of this Agreement, and that 
the person signing this Agreement has authority to bind the Respondent. 



ENTIRETY OF AGREEMENT 

20. This Agreement constitutes the entire agreement between the Commission and the 
Respondent, and supersedes all prior understandings, if any, whether oral or written, 
relating to the subject matter herein. 

21. This Agreement cannot be modified except in writing, signed by the Respondent 
and a representative of the Commission. 

22. In the event an ambiguity or a question of intent or interpretation arises, this 
Agreement shall be construed as if drafted jointly by the parties hereto, and no 
presumption or burden of proof shall arise favoring or disfavoring the Commission or the 
Respondent by virtue of the authorship of any of the provisions of the Agreement. 

The signatories below acknowledge acceptance of the foregoing terms and conditions. 

RESPONDENT 

Ralph Lauren Corporation 

By: 
I T Date 	 Name: ve 

Title: Senior Vice President, General 
Counsel and Secretary 
Ralph Lauren Corporation 
625 Madison A venue 
New York, NY 10022 

On Apt'' l ItO , _, 2013, Avery S. Fischer, a person known to me, personally 
appeared before me and acknowledged executing the foregoing agreement with full 
authority to do so on behalf of Ralph Lauren Corporation as its Senior Vice President, 
General Counsel and Secretary and pursuant to the attached Resolution of the Board of 

·.. yqo~J~,""~
i~/N~~ 
~ -=~~ :_ :State:. ~ 

ELLEN BROOKS 
-~··.;. ·.-.. Comrriission number: Notary Public, State of New York 


--:·.·. ··,·.::commission expiration: No. 01 BR6038011 

Qualified in New York County 

Commission Expires March 6, 2011 



RESPONDENT'S COUN SEL 

Approved as to fo rm : 

ho n as A. Hanu sik 
C well & Moring LLP 
I 00 I Penn sylvani a A ve nue, NW 
Washington, DC 20004 
(202) 624-2530 

SECU RIT IES AN D EXC HANGE COMM ISS ION 
DIVISION OF EN FORCEMENT 

Kara Novaco Broc kmeye r 
FCPA Unit Chief 



EXHIBIT A 

STATEMENT OF FACTS 1 

If this case had gone to trial, the Commission would have presented evidence sufficient to 
prove the following facts: 

Ralph Lauren Corporation 

1. Ralph Lauren Corporation ("RLC") is incorporated in Delaware with its principal 
place of business in New York, New York. RLC is a world-wide designer, marketer and 
distributor of premium apparel, accessories, fragrances and other products. RLC's stock is 
registered pursuant to Section 12(b) of Securities Exchange Act of 1934 and it is listed on the 
New York Stock Exchange. 

2. P.R.L. - S.R.L. ("RLC Argentina") was an indirect wholly-owned subsidiary of 
RLC headquartered and incorporated in Argentina. RLC Argentina marketed and sold RLC and 
other merchandise, including merchandise that was imported from outside Argentina. 

3. The General Manager of RLC Argentina was a dual U.S. and Argentine citizen 
and was hired by RLC in approximately 2003 to manage the RLC Argentina business. From 
approximately 2003 through about 2009, RLC Argentina's General Manager was an agent and 
employee ofRLC, as that term is used in Section 30A (a)( I) of the Securities Exchange Act of 
1934 ("Exchange Act"). 

4. RLC Argentina retained a customs broker to assist it with customs clearance 
issues related to the importation of merchandise into Argentina. Customs Broker A was one of 
the two owners of the customs broker. Customs Broker A served as the customs broker for RLC 
Argentina from approximately 2003 through 2011. 

Bribes Paid To Customs Officials 

5. From approximately 2005 through approximately 2009, RLC Argentina's 
General Manager and others who worked at RLC Argentina approved bribe payments to be made 
to Argentine customs officials through Customs Broker A to assist in improperly obtaining 
paperwork necessary for RLC products to clear customs, to permit clearance of items without the 
necessary paperwork, to permit the clearance of prohibited goods, and to avoid inspection of 
products by Argentine customs officials. 

6. In order to obtain the money for the bribe payments, Customs Broker A would 
submit invoices to RLC Argentina's General Manager, or others who reported to the General 
Manager, for reimbursement of Customs Broker A's expenses. In addition to line items for 

1 The facts set forth below are made pursuant to settlement negotiations and are not binding against RLC or its 
directors, officers or employees, or any other person or entity in any other legal proceeding. 



legitimate charges, the invoices also included requests for payments for "Loading and Delivery 
Expenses" and "Stamp Tax/Label Tax." These line items were used to disguise the bribe 
payments. No back up documentation was provided to RLC Argentina for the "Loading and 
Delivery Expenses" or the "Stamp Tax/Label Tax" line items on the invoice. 

7. From approximately 2005 through approximately 2009, RLC Argentina paid 
approximately $568,000 to Customs Broker A for the purpose of paying bribes to Argentine 
customs officials to secure the importation ofRLC's products into Argentina. 

Gifts to Argentine Government Officials 

8. In addition to paying bribes to Argentine customs officials, RLC Argentina's 
General Manager directly provided or authorized that several gifts be made to Argentine 
government officials to improperly secure the importation ofRLC's products into Argentina. 
The gifts provided to three different government officials between approximately 2005 through 
approximately 2009 included perfume, dresses and handbags valued at between $400 and 
$14,000 each. 

RLC's Inadequate Internal Controls and Inaccurate Books and Records 

9. As evidenced by the improper payments to Argentine customs officials and gifts 
to other government officials, the failure to ensure that proper and effective due diligence was 
conducted on the customs broker and Customs Broker A, and the failure of the review process 
for authorization or approval of reimbursement payments to Customs Broker A to detect a single 
improper payment, between 2005 and 2009, RLC failed to devise and maintain a system of 
internal controls at RLC Argentina sufficient to provide reasonable assurances that (i) 
transactions were executed in accordance with management's general or specific authorization; 
(ii) transactions were recorded as necessary to permit preparation of financial statements in 
conformity with generally accepted accounting principles or any other criteria applicable to such 
statements; (iii) transactions were recorded as necessary to maintain accountability for assets; 
and (iv) that access to assets was permitted only in accordance with management's general or 
specific authorization. RLC's policies, procedures and training related to anticorruption and the 
Foreign Corrupt Practices Act ("FCPA") compliance in place at that time of the misconduct 
warranted further strengthening to ensure effective compliance with the related laws. 

10. Between 2005 and 2009, certain RLC Argentina employees and agents paid 
bribes which were inaccurately recorded in RLC Argentina's books, records and accounts, which 
were consolidated into the books and records of RLC. 

RLC's Self-Report 

11. In or about February 201 0, RLC' s Board of Directors adopted a new FCPA policy 
and shortly thereafter the policy was disseminated through RLC's intranet site. In approximately 
Spring or Summer 201 0 RLC Argentina employees reviewed the FCP A policy and raised 
concerns about the company's customs broker in Argentina. As a result, RLC conducted an 
internal investigation of the allegations and discovered the improper payments to the customs 



officials and gifts to Argentine government officials. Within two weeks of uncovering the 
payments and gifts, RLC self-reported its preliminary findings to the both the SEC and the 
Department of Justice. 

Remedial Measures and Cooperation 

I 2. Upon discovering the bribes, RLC took steps to end the misconduct, including 
terminating its customs broker. RLC also thoroughly reviewed its pre-existing compliance 
program and undertook steps to further update and enhance its compliance program, and 
successfully implemented those new enhancements. These steps included, in part, adoption of: 
(1) an amended anticorruption policy and translation ofthe policy into eight languages, (2) 
enhanced due diligence procedures for third parties, (3) an enhanced commissions policy, (4) an 
amended gift policy, and (5) in-person anticorruption training for certain employees. RLC also 
ceased retail operations in Argentina and is in the process of formally winding down all 
operations there. 

RLC provided extensive, thorough, real-time cooperation with the staff of the Division 
and the Department of Justice, including: voluntary and complete production of documents and 
disclosure of information to the staff, including the facts described above; voluntarily providing 
accurate translations of documents; voluntarily making witnesses available for interviews; and 
conducting a risk assessment of certain other world-wide operations of the company. The world­
wide review included its operations in Italy, Hong Kong and Japan, and identified no further 
violations. In fact, the revised compliance policies appear to be working, as the world-wide 
review identified one instance of a bribe solicitation being rejected by the company's employees 
after adoption of the company's revised FCPA policy in 2010. 



EXHIBITB 

RALPH LAUREN CORPORATION 

CERTIFICATE OF 


CORPORATE RESOLUTION 


I, Yen D. Chu, do hereby certify that I am the duly elected, qualified and acting Vice President, 
Corporate Counsel & Assistant Secretary of Ralph Lauren Corporation (the "Company"), a 
Delaware corporation, and that the following is a complete and accurate copy of a resolution 
adopted by the Board of Directors (the "Board") of the Company by unanimous written consent 
which resolved as follows: 

RESOLVED, that the Company's Senior Vice President, General Counsel and Secretary, 
or the Company's Senior Vice President and Chief Financial Officer be, and each of them 
hereby is, authorized, directed and empowered, in the name and on behalf of the 
Company, to execute (by manual or facsimile signature) and deliver the Non-Prosecution 
Agreement with the United States Securities and Exchange Commission substantially in 
the form submitted to and reviewed by the Board with such changes thereto as such 
officer or officers may approve, and to take any action and to execute (by manual or 
facsimile signature) and deliver all such further documents, contracts, letters, agreements, 
instruments, drafts, receipts or other writings that such officer or officers may in their 
sole discretion deem necessary, appropriate or desirable to carry out, comply with and 
effectuate the purposes of the foregoing resolutions and the transactions contemplated 
thereby and that the authority of such officers to execute and deliver any of such 
documents and instruments, and to take any such other action, shall be conclusively 
evidenced by their execution and delivery thereof or their taking thereof. 

I further certify that the aforesaid resolution has not been amended or revoked in any respect and 
remains in full force and effect. 

IN WITNESS WHEREOF, I have executed this Certificate on this /P"-Iday of
fij'r; I , 2013. 

Assistant Secretary 
Ralph Lauren Corporation 

ice President, Corporate Counsel & 

-=-- ~ ~ 

-:- / ~ - ~ .-.- ELLEN BROOKS 
-::-~-:-- -_- _ ~- Notary Public, State of New York 

...-:.__ :.:: ·--... ___ :-<No. 01 BR6038011 
· · -· . · 	-- Qualified in New York County 

Commission Expires March 6, 7ol4