**EXHIBIT 14**

 

**DreamWorks Animation SKG, Inc.**

**Code of Business Conduct and Ethics**

(Adopted as of September 28, 2006) 

 

**Introduction**

 

This Code of Business Conduct and Ethics of DreamWorks Animation SKG, Inc. (the “Company”) summarizes the values,principles and business practices that guide our business conduct. This Code sets out a set of basic principles to guide employees regarding the minimum requirements expected of them; however, this Code does not provide a detailed description of allemployee policies. 

 

It is the responsibility of all the peopleat the Company to maintain a work environment that fosters fairness, respect and integrity; and it is our Company policy to be lawful, highly-principled and socially responsible in all our business practices. All employees are expected to becomefamiliar with this Code and to apply these guiding principles in the daily performance of their job responsibilities. All employees of the Company are responsible for complying with this Code. This Code should also be provided to and adhered to byevery agent, consultant or representative of the Company. 

 

Allemployees are expected to seek the advice of supervisor, manager or other appropriate persons within the Company when questions arise about issues discussed in this Code and any other issues that may implicate the ethical standards or integrity ofthe Company or any of its employees. Compliance procedures are set forth in Section 18 of this Code. 

 

The Company has established an Office of Ethics and Compliance to oversee the ethics and compliance effort and serve as a resource to employees byproviding information and guidance regarding legal compliance and ethical conduct issues. If you have any questions or concerns regarding the specifics of any policy or your legal or ethical obligations, please contact your supervisor or someone inthe Company’s Legal Department at 818-695-5000. 

 

Takingactions to prevent problems is part of our Company’s culture. If you observe possible unethical or illegal conduct you are encouraged to report your concerns. If you report, in good faith, what you suspect to be illegal or unethical activities,you should not be concerned about retaliation from others. Any employees involved in retaliation will be subject to serious disciplinary action by the Company. 

 

Failure to abide by the guidelines addressed in this Code will lead to disciplinary actions, including dismissal where appropriate. *If you are in asituation which you believe may violate or lead to a violation of this Code, you are urged to follow the guidelines described in Section 18 of this Code*. 

 

**For purposes of this Code, references to “employees” include employees, officers and directors of the Company.**

**1.****Compliance with Laws, Rules and Regulations**
 

We have a long-standing commitment to conduct our business in compliance with applicable laws and regulations and in accordance with the highest ethicalprinciples. This commitment helps ensure our reputation for honesty, quality and integrity. 

 
**2.****Conflicts of Interest**
 

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. 

 

A conflict situation can arise when an employee takes actions or hasinterests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest also arise when an employee or a member of his or her family, receives improper personal benefits (including personal loans,services or payment for services that the person is performing in the course of Company business) as a result of his or her position in the Company or gains personal enrichment through access to confidential information. 

 

Conflicts of interest can arise in many common situations, despite one’sbest efforts to avoid them. Employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest with someone in the Company’s Legal Department. Any employee who becomes aware of a conflict orpotential conflict should bring it to the attention of a supervisor, manager or other appropriate persons within the Company. 

 
**3.****Outside Directorships and Other Outside Activities**
 

Although activities outside the Company are not necessarily a conflict of interest, a conflict could arise depending upon your position within the Companyand the Company’s relationship with your new employer or other activity. Outside activities may also be a conflict of interest if they cause you, or are perceived to cause you, to choose between that interest and the interests of the Company.The Company recognizes that the guidelines in this Section 3 are not applicable to directors that do not also serve in management positions within the Company (“Outside Directors”). 

 

*Outside Directorships*

 

Employees of the Company may not serve as directors of any outside businessorganization unless such service is specifically approved by senior management. There are a number of factors and criteria that the Company will use in determining whether to approve an employee’s request for an outside business directorship.For example, directorships in outside companies are subject to certain legal limitations. Directorships in outside companies should also satisfy a number of business considerations, including (1) furthering the interests of the Company and(2) not detracting in any material way from the employee’s ability to fulfill his or her commitments to the Company. The Company will also take into consideration the time commitment and potential personal liabilities and responsibilitiesassociated with the outside directorship in evaluating requests. 

 

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*Other Outside Engagements*

 

We recognize that employees often engage in community service in their local communities and engage in a variety ofcharitable activities and we commend employees’ efforts in this regard. However, it is every employee’s duty to ensure that all outside activities, even charitable or pro bono activities, do not constitute a conflict of interest or areotherwise inconsistent with employment by the Company. 

 
**4.****Gifts and Entertainment**
 

Business gifts and entertainment are designed to build goodwill and sound working relationships among business partners. A problem would arise if(1) the receipt by one of our employees of a gift or entertainment would compromise, or could be reasonably viewed as compromising, that individual’s ability to make objective and fair business decisions on behalf of the Company or(2) the offering by one of our employees of a gift or entertainment appears to be an attempt to obtain business through improper means or use improper means to gain any special advantage in our business relationships, or could reasonably beviewed as such an attempt. 

 

The onus is on the individualemployee to use good judgment and ensure there is no violation of these principles. If you have any question or uncertainty about whether any gifts or proposed gifts are appropriate, please contact your supervisor, manager or other appropriatepersons within the Company or someone in the Company’s Legal Department. 

 
**5.****Insider Trading**
 

There are instances where our employees have information about the Company, its subsidiaries or affiliates or about a company with which we do businessthat is not known to the investing public. Such inside information may relate to, among other things: plans; new products or processes; mergers, acquisitions or dispositions of businesses or securities; problems facing the Company or a company withwhich we do business; sales; profitability; negotiations relating to significant contracts or business relationships; significant litigation; or financial information. 

 

If the information is such that a reasonable investor would consider the information important in reaching an investmentdecision, then the Company employee who holds the information must not buy or sell Company securities, nor provide such information to others, until such information becomes public. Further, employees must not buy or sell securities in any othercompany about which they have such material non-public information, nor provide such information to others, until such information becomes public. Usage of material non-public information in the above manner is not only illegal, but also unethical.Employees who involve themselves in illegal insider trading (either by personally engaging in the trading or by disclosing material non-public information to others) will be subject to immediate termination. The Company’s policy is to reportsuch violations to the appropriate authorities and to cooperate fully in any investigation of insider trading. 

 

The Company has additional, specific rules that govern trades in Company securities by directors, certain officers and certain employees. 

 

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Employees may need assistance in determining how the rules governing inside information apply to specificsituations and should consult the Company’s Legal Department in these cases. 

 
**6.****Corporate Opportunities**
 

Subject to the provisions of our Restated Certificate of Incorporation, employees owe a duty to the Company to advance its legitimate interests when theopportunity to do so arises. Employees are prohibited (without the consent of the Board of Directors or an appropriate committee thereof) from (1) taking for themselves personally opportunities that are discovered through the use of corporateproperty, information or their position, (2) using corporate property, information or their position for personal gain and (3) competing with the Company directly or indirectly. 

 
**7.****Antitrust and Fair Dealing**
 

The Company believes that the welfare of consumers is best served by economic competition. Our policy is to compete vigorously, aggressively andsuccessfully in today’s increasingly competitive business climate and to do so at all times in compliance with all applicable antitrust, competition and fair dealing laws in all the markets in which we operate. We seek to excel while operatinghonestly and ethically, never through taking unfair advantage of others. Each employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors and other employees. No one should take unfair advantage throughmanipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices. 

 

The antitrust laws of many jurisdictions are designed to preserve a competitive economy and promote fair and vigorous competition. We are all required tocomply with these laws and regulations. Employees involved in marketing, sales and purchasing, contracts or in discussions with competitors have a particular responsibility to ensure that they understand our standards and are familiar withapplicable competition laws. Because these laws are complex and can vary from one jurisdiction to another, employees should seek the advice of someone in the Company’s Legal Department when questions arise. 

 
**8.****Discrimination and Harassment**
 

The Company is committed to providing a work environment that values diversity among its employees. All human resources policies and activities of theCompany intend to create a respectful workplace in which every individual has the incentive and opportunity to reach his or her highest potential. 

 

We are firmly committed to providing equal employment opportunities to all individuals and will not tolerate any illegal discrimination or harassment ofany kind. Examples include derogatory comments based on age, race, gender or ethnic characteristics and unwelcome sexual advances or comments. This policy applies to both applicants and employees and in all phases of employment, includingrecruiting, hiring, placement, training and development, transfer, promotion, demotion, performance reviews, compensation and benefits, and separation from employment. 

 

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All levels of supervision are responsible for monitoring and complying with the Company’s policiesand procedures for handling employee complaints concerning harassment or other forms of unlawful discrimination. Because employment-related laws are complex and vary from state to state and country to country, supervisors should obtain the advice ofsomeone in the Company’s Legal Department in advance whenever there is any doubt as to the lawfulness of any proposed action or inaction. 

 
**9.****Health and Safety**
 

The Company strives to provide each employee with a safe and healthy work environment. Each employee has a responsibility to ensure that our operationsand our products meet applicable government or Company standards, whichever is more stringent. All employees are required to be alert to environmental and safety issues and to be familiar with environmental, health and safety laws and Companypolicies applicable to their area of business. Since these laws are complex and subject to frequent changes, you should obtain the advice of someone in the Company’s Legal Department whenever there is any doubt as to the lawfulness of anyaction or inaction. 

 

Threats or acts of violence and physicalintimidation are not permitted. The use of illegal drugs in the workplace will not be tolerated. 

 
**10.****Record-Keeping and Retention**
 

Many persons within the Company record or prepare some type of information during their workday, such as time cards, financial reports, accountingrecords, business plans, environmental reports, injury and accident reports, expense reports, and so on. Many people, both within and outside the Company, depend upon these reports to be accurate and truthful for a variety of reasons. These peopleinclude our employees, governmental agencies, auditors and the communities in which we operate. Also, the Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. We maintain thehighest commitment to recording information accurately and truthfully. 

 

All financial statements and books, records and accounts of the Company must accurately reflect transactions and events and conform both to required legal requirements and accounting principles and also to the Company’s system ofinternal accounting. As a Company employee, you have the responsibility to ensure that false or intentionally misleading entries are not made by you, or anyone who reports to you, in the Company’s accounting records. Regardless of whetherreporting is required by law, dishonest reporting within the Company, or to organizations or people outside the Company, is strictly prohibited. All officers and employees of the Company that are responsible for financial or accounting matters arealso required to ensure the full, fair, accurate, timely and understandable disclosure in all periodic reports required to by filed by the Company with the Securities and Exchange Commission. This commitment and responsibility extends to the highestlevels of our organization, including our chairman, chief executive officer, chief financial officer and chief accounting officer. 

 

Properly maintaining corporate records is of the utmost importance. To address this concern, records are maintained for required periods as defined in ourrecords and retention 

 

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policy. These controls should be reviewed regularly by all employees and following consistently. In accordance with these policies, in the event oflitigation or governmental investigation, please consult the Company’s Legal Department. 

 

The Company recognizes that the guidelines in this Section 10 are not applicable to the Company’s Outside Directors. 

 
**11.****Confidentiality**
 

Information is one of our most valuable corporate assets, and open and effective dissemination of information is critical to our success. However, much ofour Company’s business information is confidential or proprietary. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or our customers, if disclosed. Employees mustmaintain the confidentiality of confidential information entrusted to them by the Company, except when disclosure is authorized by the Company’s Legal Department or required by laws or regulations. 

 

It is also our Company’s policy that all employees must treat what theylearn about our customers, joint venture partners and suppliers and each of their businesses as confidential information. The protection of such information is of the highest importance and must be discharged with the greatest care for the Companyto merit the continued confidence of such persons. Confidential information to such person is information it would consider private, which is not common knowledge outside of that company and which an employee of the Company has learned as a resultof his or her employment by the Company. For example, we never sell confidential or personal information about our customers and do not share such information with any third party except with the customer’s consent or as required by law. Noemployee may disclose confidential information owned by someone other than the Company to non-employees without the authorization of the Company’s Legal Department, nor shall any such person disclose the information to others unless aneed-to-know basis has been established. 

 

Employees of theCompany should guard against unintentional disclosure of confidential information and take special care not to store confidential information where unauthorized personnel can see it, whether at work, at home, in public places or elsewhere.Situations that could result in inadvertent disclosure of such information include: discussing confidential information in public (for example, in restaurants, elevators or airplanes); talking about confidential information on mobile phones; workingwith sensitive information in public using laptop computers; and transmitting confidential information via fax. Within the workplace, do not assume that all Company employees, contractors or subsidiary personnel should see confidential information.

 

The obligation not to disclose confidential information of theCompany and our customers continues with an employee even after you leave the Company. As such, the Company respects the obligations of confidence Company employees may have from prior employment, and asks that employees not reveal confidentialinformation obtained in the course of their prior employment. Company employees must not be assigned to work in a job that would require the use of a prior employer’s confidential information. 

 

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**12.****Proprietary Information**
 

Our Company depends on intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and serviceplans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports, for its continued vitality. If our intellectual property is not protected, it becomes available to othercompanies that have not made the significant investment that our Company has made to produce this property and thus gives away some of our competitive advantage. All of the rules stated above with respect to confidential information apply equally toproprietary information. 

 

Certain employees are required tosign a proprietary information agreement that restricts disclosure of proprietary, trade secret and certain other information about the Company, its joint venture partners, suppliers and customers. The policy set forth in this Code applies to allemployees, without regard to whether such agreements have been signed. It is the responsibility of every Company employee to help protect our intellectual property. Management at all levels of the Company is encouraged to foster and maintainawareness of the importance of protecting the Company’s intellectual property. 

 
**13.****Protection and Proper Use of Company Assets**
 

Collectively, employees have a responsibility for safeguarding and making proper and efficient use of the Company’s property. Each of us also has anobligation to prevent the Company’s property from loss, damage, misuse, theft, embezzlement or destruction. Theft, loss, misuse, carelessness and waste of assets have a direct impact on the Company’s profitability and may jeopardize thefuture of the Company. Any situations or incidents that could lead to the theft, loss, misuse or waste of Company property should be reported immediately to the security department or to your supervisor or manager as soon as they come to yourattention. 

 
**14.****Relationships with Government Personnel**
 

Employees of the Company should be aware that practices that may be acceptable in the commercial business environment (such as providing certaintransportation, meals, entertainment and other things of nominal value), may be entirely unacceptable and even illegal when they relate to government employees or others who act on the government’s behalf. Therefore, you must be aware of andadhere to the relevant laws and regulations governing relations between government employees and customers and suppliers in every country where you conduct business. 

 

It is strictly against Company policy for employees to give money or gifts to any official or any employee of a governmentalentity if doing so could reasonably be construed as having any connection with the Company’s business relationship. Such actions are generally prohibited by law. 

 

We expect our employees to refuse to make questionable payments. Any proposed payment or gift to a government official mustbe reviewed in advance by the Company’s Legal Department, even if such payment is common in the country of payment. Employees should be aware that they do not actually have to make the payment to violate the Company’s policy and the law— merely offering, promising or authorizing it is sufficient. 

 

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In addition, many jurisdictions have laws and regulations regarding business gratuities which may beaccepted by government personnel. For example, business courtesies or entertainment such as paying for meals or drinks are rarely appropriate when working with government officials. Gifts or courtesies that would not be appropriate even for privateparties are in all cases inappropriate for government officials. Please consult the Company’s Legal Department for more guidance on these issues. 

 

Contributions to political parties or candidates in connection with elections are discussed in Section 15. 

 
**15.****Political Contributions**
 

Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. Many local laws also prohibit corporatecontributions to local political campaigns. In accordance with these laws, the Company does not make direct contributions to any candidates for federal, state or local offices where applicable laws make such contributions illegal. Contributions topolitical campaigns must not be, or appear to be, made with or reimbursed by Company funds or resources. Company funds and resources include (but are not limited to) Company facilities, office supplies, letterhead, telephones and fax machines.

 

Company employees who hold or seek to hold political officemust do so on their own time, whether through vacation, unpaid leave, after work hours or on weekends. Additionally, all persons must obtain advance approval from someone within the Company’s Legal Department prior to running for politicaloffice to ensure that there are no conflicts of interest with Company business. 

 

Employees may make personal political contributions as they see fit in accordance with all applicable laws. 

 

The Company recognizes that the guidelines in this Section 15 are not applicable to the Company’s Outside Directors. 

 
**16.****Waivers of the Code of Business Conduct and Ethics**
 

Any change in or waiver of this Code for executive officers (including our chief executive officer, chief financial officer, controller or principalaccounting officer) or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation. 

 
**17.****Failure to Comply**
 

No Code can address all specific situations. It is, therefore, each employee’s responsibility to apply the principles set forth in this Code in aresponsible fashion and with the exercise of good judgment and common sense. If something seems unethical or improper, it likely is. **Always remember: If you are unsure of what to do in any situation, seek guidance before you act**. 

 

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A failure by any employee to comply with the laws or regulations governing the Company’s business,this Code or any other Company policy or requirement may result in disciplinary action up to and including termination, and, if warranted, legal proceedings. All employees are expected to cooperate in internal investigations of misconduct.

 
**18.****Reporting Illegal or Unethical Behavior; Compliance Procedures**
 

As an employee of the Company, you are expected to conduct yourself in a manner appropriate for your work environment, and are also expected to besensitive to and respectful of the concerns, values and preferences of others. Whether you are an employee, contractor, supplier or otherwise a member of our Company family, you are encouraged to promptly report any practices or actions that youbelieve to be inappropriate. 

 

We have described in each sectionabove the procedures generally available for discussing and addressing ethical issues that arise. Speaking to the right people is one of your first steps to understanding and resolving what are often difficult questions. As a general matter, if youhave any questions or concerns about compliance with this Code or you are just unsure of what the “right thing” is to do, you are encouraged to speak with your supervisor, manager or other appropriate persons within the Company. If you donot feel comfortable talking to any of these persons *for any reason*, you should call someone in the Company’s Legal Department. Each of these offices has been instructed to register all complaints, brought anonymously or otherwise, anddirect those complaints to the appropriate channels within the Company. 

 

Accounting/Auditing Complaints: The law also requires that we have in place procedures for addressing complaints concerning auditing issues and procedures for employees to anonymously submit their concerns regarding accounting orauditing issues. Complaints concerning accounting or auditing issues will be directed to the attention of the Company’s Audit Committee, or the appropriate members of that committee. For direct access to the Company’s Audit Committee,please address your auditing and accounting related issues or complaints to: 

 

Karl M. von der Heyden 

Chairman of the Audit Committee 

c/o DreamWorks Animation SKG, Inc. 

1000 Flower Street 

Glendale, CA 91201 

Email: auditcommitteechair@dreamworksanimation.com

 

In addition, you may report such matters (and other matters of concern) by calling the toll-free DreamWorks Animation SKG,Inc. Ethics Hotline at (800) 273-0094 or by filing a report at the DreamWorks Animation SKG, Inc. Ethics and Compliance Webpage at www.compliance-helpline.com/dreamworksanimation.jsp. The Company’s Hotline and Website are staffed 24 hoursa day, seven days a week by trained personnel. 

 

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The toll-free phone line, webpage and mailing address above may be used to report your concernsanonymously and confidentially. Also, as discussed in the Introduction to this Code, you should know that if you report in good faith what you suspect to be illegal or unethical activities, you should not be concerned about retaliation from others.Any employees involved in retaliation will be subject to serious disciplinary action by the Company. Furthermore, the Company could be subject to criminal or civil actions for acts of retaliation against employees who “blow the whistle” onU.S. securities law violations and other federal offenses. 

 

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