Exhibit 14



Warner Music Group Corp.



LOGO



Code of Conduct



May 5, 2005



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Warner Music Group Corp.Code of ConductMay 2005




Contents



|    |  |                                          |  |   
|--- |  | ---------------------------------------- |  | --
|1   |  | Our Values                               |  | 1 
|    |  |                                         
|2   |  | Leadership Message                       |  | 2 
|    |  |                                         
|3   |  | Our Code of Conduct                      |  | 3 
|3.1 |  | Acknowledgement                          |  | 3 
|    |  |                                         
|4   |  | Seeking Advice and Reporting Concerns    |  | 5 
|4.1 |  | Where to Seek Help                       |  | 5 
|    |  |                                         
|5   |  | Our Responsibilities                     |  | 8 
|5.1 |  | Your Responsibilities                    |  | 8 
|5.2 |  | Management Responsibilities              |  | 8 
|5.3 |  | Enforcement                              |  | 9 
|    |  |                                         
|6   |  | Our People                               |  | 10
|6.1 |  | Equal Employment Opportunity             |  | 10
|6.2 |  | Harassment-Free Work Environment         |  | 10
|6.3 |  | Health and Safety                        |  | 11
|6.4 |  | Drug-Free Work Environment               |  | 11
|6.5 |  | Employee Privacy                         |  | 11
|    |  |                                         
|7   |  | Our Company and Shareholders             |  | 12
|7.1 |  | Accurate Financial Reporting             |  | 12
|7.2 |  | Securities Trading                       |  | 12
|7.3 |  | Proprietary and Confidential Information |  | 13
|7.4 |  | Safeguarding of Company Assets           |  | 13
|7.5 |  | Electronic Communications                |  | 14
|7.6 |  | Copyright Infringement                   |  | 14
|7.7 |  | Records Management                       |  | 15
|    |  |                                         
|8   |  | Our Marketplace and Industry             |  | 16
|8.1 |  | Conflicts of Interest                    |  | 16
|8.2 |  | Gifts and Entertainment                  |  | 17
|8.3 |  | Sales, Marketing and Promotions          |  | 18
|8.4 |  | Fair Competition and Antitrust Laws      |  | 18
|8.5 |  | Contracts and Procurement                |  | 19
|8.6 |  | Doing Business with Governments          |  | 19
|8.7 |  | Doing Business Internationally           |  | 19



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Warner Music Group Corp.Code of ConductMay 2005




|     |  |                                         |  |    
|---- |  | --------------------------------------- |  | ---
|9    |  | Public and Community                    |  | 20 
|9.1  |  | Media and Public Relations              |  | 20 
|9.2  |  | Political and Public Activity           |  | 20 
|9.3  |  | Responding to Regulatory Investigations |  | 21 
|9.4  |  | Environmental Responsibility            |  | 21 
|     |  |                                        
|10   |  | Available Resources                     |  | 22 
|10.1 |  | Contacts                                |  | 22 
|10.2 |  | Reference Materials Online              |  | 22 
|     |  |                                        
|11   |  | Acknowledgement Form                    |  | 23 
|     |  |                                        
|A    |  | Compliance Hotline Numbers              |  | A-1



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Code of Conduct

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|1 | Our Values
|- | ----------



The core values of Warner Music Group Corp. (WMG) form the basis of our corporate culture and inform every aspect of our business globally.



Creativity and Innovation: We emphasize creativity and
the freedom of artistic expression, and we are committed to pursuing the most innovative and inventive ways to connect more people with the music they love.



Entrepreneurial Leadership: Our entrepreneurial spirit drives our success and growth. We are committed to taking bold risks, finding new approaches
to old challenges, and executing quickly on smart ideas.



Integrity: We adhere to the highest professional and ethical standards in everything we do, whether transacting business, interacting with our artists, colleagues or suppliers or being a good corporate citizen.



Competitiveness: We love to win and have a clear understanding of
what winning means. We firmly believe in our ability to successfully compete and to create lasting value for our investors, employees, customers and artists.



Collaboration: We focus our competitive spirit on the marketplace, not in the workplace. We focus on maintaining a collaborative work
environment where people listen to and learn from each other, even when they disagree.



Diversity: As a leading global music company, we are committed to diversity in the workplace.



Community: We strive to be a force for positive change in the communities where we live and work.



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| |  | Warner Music Group Compliance Hotline (U.S.)  1-800-620-5549 (International)  See Appendix A |  | 1



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|2 | Leadership Message
|- | ------------------



Dear Colleague:



Warner Music Group Corp. (WMG) takes pride in being a global leader in the music industry and is dedicated to meeting the highest standards of
creativity and integrity in every aspect of our business.



Our
ability to deliver lasting value for our investors, employees, customers and artists depends upon our adherence to WMGs core values, which are the foundation of our business and the driving force behind our corporate culture, professional
conduct and day-to-day business practices. They guide our business decisions and are the means by which we build our careers and evaluate and reward every member of the WMG family.



It is the responsibility of all WMG employees worldwide to follow these principles and to display the highest standards of
professionalism in everything they do in the workplace. This requires a genuine commitment from each and every one of us at every level of WMG.



Employees faced with business or personal situations that are not covered in the WMG Code of Conduct are expected to exercise good judgment and to act
ethically in their decision-making. They are also expected to follow all laws and regulations that impact our business. Any questions about these values or our Code of Conduct can always be directed to WMGs Compliance Officer.



Only by working together to uphold these values can we maintain a productive
work environment and a reputation for quality, leadership, integrity and trust.



Sincerely,



Edgar Bronfman, Jr.

Chairman and Chief Executive Officer



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Code of Conduct

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|3 | Our Code of Conduct
|- | -------------------



This Code of Conduct (the Code) is intended to provide all WMG employees with a basic understanding of the standards of conduct that apply to
our business. This document is also a guide that can be used in our day-to-day activities, informing us of our responsibilities, as well as the resources available to assist us in living up to WMGs standards.



This Code cannot anticipate every situation that you may encounter. Because
some ethical issues may arise that are not explicitly covered within the Code, each individual employee has the responsibility to exercise good judgment while seeking guidance when appropriate.



The Code is available in both hard copy and electronically in the U.S. on
the WMG Intranet (http://bside.wmg.com). It can also be accessed via our external Internet site (www.wmg.com). In addition, frequently asked questions are found throughout the Code to illustrate how our standards may be applied in the
workplace. Any changes, waivers or exceptions to the Code must be approved in writing by the WMG Compliance Officer, who may be required to seek approval from the Board of Directors and disclose such waivers publicly.



|3.1 | Acknowledgement
|--- | ---------------



You are required to acknowledge that you have received and read the Code. WMG may ask you to re-submit this acknowledgment on an annual basis or whenever
the Code is significantly updated.



Frequently Asked Questions



1) Why
does WMG have a Code?



WMG is committed to high standards
of ethics and integrity in all of our businesses. The Code is a guide to help our employees understand WMGs standards of conduct and our employees role in upholding these standards.



2) To whom does the WMG Code apply?



The Code applies to all directors, officers and employees of WMG worldwide,
regardless of title or tenure. These standards apply to you even if you do not acknowledge the Code, subject to applicable local law. Moreover, we will encourage all those who conduct business with WMG (e.g., vendors, consultants and business
partners) and anyone on the WMG payroll to conduct themselves in a manner consistent with the Code.



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3) Who oversees the Code?



Adherence to the Code is everyones responsibility, and is monitored by
the management of WMG and its operating companies and the WMG board of directors.



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|4 | Seeking Advice and Reporting Concerns
|- | -------------------------------------



Sections six through nine of the Code (Our People, Our Company and Shareholders, Our Marketplace and Industry and
Public and Community) describe particular WMG standards. Because not all situations are clearly right or wrong, you should not hesitate to seek advice when you are unsure about an appropriate course of action.
This would include, for instance, situations when:



| |  |  | Applicable policies seem difficult to interpret under the circumstances
| | - |  | -----------------------------------------------------------------------



| |  |  | The relevant laws or standards are complex
| | - |  | ------------------------------------------



| |  |  | You have limited experience dealing with the subject matter
| | - |  | -----------------------------------------------------------



| |  |  | You find yourself in a gray area and need guidance
| | - |  | ----------------------------------------------------



All WMG directors, officers and employees should report potential or suspected violations of this Code (See Section 4.1 below.) This includes instances
where you suspect the following parties are  or are about to be  engaged in misconduct:



| |  |  | Executives, managers or employees
| | - |  | ---------------------------------



| |  |  | Members of the Board of Directors
| | - |  | ---------------------------------



| |  |  | Vendors
| | - |  | -------



| |  |  | Consultants
| | - |  | -----------



| |  |  | Business partners
| | - |  | -----------------



|4.1 | Where to Seek Help
|--- | ------------------



Depending upon the type of assistance you seek, there are several avenues for you to choose from:



| |  |  | Your Manager, Human Resources Representative or Business Unit Head. Your manager is usually a good place to start, because he or she is likely to be familiar with the issue
at hand.Additionally, because many of your questions may be answered by your Human Resources representative, typically this individual, or a business unit head acting in this capacity, should be your second point of contact.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | WMG Compliance Officer.If you are uncomfortable discussing the issue with your manager or Human Resources representative, or if they are unable to provide you with the
answers you seek, you may contact the WMG Compliance Officer:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



WMG Compliance Officer

Warner Music Group

75 Rockefeller Plaza

New York, NY 10019

(212) 275-4780

Facsimile: (212) 405-5297

E-mail: conduct@wmg.com



| |  |  | Compliance Hotline. WMG has established the Compliance Hotline, a confidential toll-free hotline (in the United States  1-800-620-5549, International  see
Appendix A for numbers) that you can use to seek guidance or report potential violations of the Code. The Compliance Hotline is available to all WMG employees 24 hours a day, 7 days a week and 365 days a year. When you call the Compliance
Hotline:
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | You may raise your concern anonymously if you wish, and we will honor your request to the extent allowable by law.
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | We will investigate your concern in a timely manner and ensure that you receive an appropriate response.
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | We will keep your concern confidential to the extent allowable by law, and ensure that you are not retaliated against for raising a legitimate, good faith concern.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



Frequently Asked Questions



1) Of the individuals who are available to help with a
concern, which one should I call first?



If you have a
question or concern, you should first try to resolve the issue by speaking with your manager, a Human Resources representative or your business unit head. Typically, if these individuals are unable to assist you, they will be able to direct you to
other WMG resources who can. Of course, if you are uncomfortable raising a concern with your manager or Human Resources representative, or if doing so would be impractical under the circumstances, you can always call the Compliance Hotlineor
the WMG Compliance Officer.



2) When should I report a
violation of the Code?



Any time you believe that a
violation of the Code may have occurred or is about to occur, you should inform your manager, Human Resources representative or business unit head. You can also call the Compliance Hotline or the WMG Compliance Officer.



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3) What if I want to report a violation of WMG standards anonymously?



You may report a violation of WMG standards anonymously
through Compliance Hotline. Please note that unless you provide sufficient information and detail about your concern, WMG may be limited in its ability to respond. However, it is up to you whether you wish to remain anonymous. Regardless of
whether you choose to identify yourself or remain anonymous, WMG will provide an opportunity for you to be generally informed regarding the general status or resolution of your issue, as appropriate or permitted by law.



4) What happens when I call theCompliance
Hotline?



The following occurs when a call is
placed to the Compliance Hotline:



| |  |  | The call will be fielded by a trained professional from an outside firm skilled in identifying key issues associated with the matter you identify.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The professional will ensure that the issue you raise gets an appropriate and timely response.
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | You will be provided with a case number that allows you to call the Compliance Hotline after a specified period of time to get an updated status of the issue.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



Please note that the Compliance Hotline
has operators capable of speaking a variety of languages. For more information as to the appropriate number to dial, please see Appendix A.



5) What happens after I report a violation of the Code?



Your report will be promptly investigated under the direction of the WMG Compliance Officer. If your allegation is substantiated, corrective action
will be taken. Allegations of a serious nature, including those related to fraudulent financial reporting or misappropriation of assets, will be disclosed promptly to the Board of Directors or the appropriate committee of the Board.



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|5 | Our Responsibilities
|- | --------------------



|5.1 | Your Responsibilities
|--- | ---------------------



As a WMG employee, you are responsible for:



| |  |  | Becoming familiar with, and upholding the standards contained in the Code, as well as other legal, professional, and ethical standards that apply to your job
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Seeking help or advice when you are unsure of the proper course of action
| | - |  | -------------------------------------------------------------------------



| |  |  | Raising concerns or potential violations of the law or of the Code standards to WMG management or the appropriate committee of the Board of Directors
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



Frequently Asked Questions



What do I need to do to keep up to date on the standards, laws and
regulations that apply to me as a WMG employee?



You
should begin by reading this document. Subsequently, you should attend any required training that has been assigned to you. Finally, you should pay particular attention to company bulletins as these may contain important information about new
policies and recent developments in our business.



|5.2 | Management Responsibilities
|--- | ---------------------------



All employees with management or supervisory roles have additional responsibilities that include:



| |  |  | Ensuring that WMG resources are available to help our employees seek advice or report misconduct
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | Establishing clear goals that are achievable without violating WMGs standards of conduct
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Setting a positive example by conducting our business with honesty and integrity
| | - |  | --------------------------------------------------------------------------------



| |  |  | Enforcing WMG standards consistently and fairly
| | - |  | -----------------------------------------------



| |  |  | Remaining accountable for their personal conduct and of those they supervise
| | - |  | ----------------------------------------------------------------------------



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Frequently Asked Questions



What should I do if I believe that my managers or colleagues are not
living up to WMGs standards?



You should call the
Compliance Hotline or contact the WMG Compliance Officer to discuss the specific nature of your concern. WMG is committed to addressing all issues that arise or are reported by WMG employees.



|5.3 | Enforcement
|--- | -----------



The standards addressed in the Code and its related policies are very serious matters. Individuals found to be in violation of WMGs standards may be
subject to disciplinary action, up to and including termination.



Violating or compromising these standards may result in substantial legal fines, sanctions, or harm to your or WMGs reputation. In addition, certain violations may expose you to personal liability, which could result in criminal
prosecution.



We never want to see any of our employees placed
in this position, and WMG has established resources to help assist you in achieving compliance with the Code at all times.



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|6 | Our People
|- | ----------



WMG is committed to creating a safe and secure work environment that is free of discrimination and harassment.



|6.1 | Equal Employment Opportunity
|--- | ----------------------------



WMG is an equal opportunity employer. All of our employment decisions (e.g., recruiting, hiring, training, promoting, compensating and terminating) will
be made in accordance with applicable laws and regulations. Moreover, we will apply our employment decisions without regard to race, religion, national origin, color, sex, age, marital status, sexual orientation, disability, veteran status or any
other category protected by the laws of the applicable country or local government.



|6.2 | Harassment-Free Work Environment
|--- | --------------------------------



WMG is committed to creating and maintaining a work environment that is governed by mutual respect and tolerance. We will not tolerate behavior that can
be construed as harassment, whether it is directed at a WMG employee or a third party. We also extend this prohibition to our agents, suppliers, vendors, consultants, contractors and other business partners. If you are aware of an incident of
harassment, it is your responsibility to report it.



By way of
example, forms of harassment may include, but are not limited to, physical, verbal, and nonverbal behavior that disrupts an employees work performance or in any way contributes to an intimidating, hostile or offensive work environment.



Frequently Asked Questions



1) One possible type of harassment is sexual harassment. What are some
examples of sexual harassment?



Some examples of behavior
that may constitute sexual harassment include, but are not limited to:



| |  |  | Unwelcome sexual advances
| | - |  | -------------------------



| |  |  | Requests for sexual favors as a condition of employment or promotion
| | - |  | --------------------------------------------------------------------



| |  |  | Jokes, activities or conduct creating an offensive work environment
| | - |  | -------------------------------------------------------------------



| |  |  | Displaying or sending communications that contain sexual, derogatory or obscene content
| | - |  | ---------------------------------------------------------------------------------------



At times, some people may find WMGs products or potential products to be objectionable. Please note that sending and
receiving product-related communications in the ordinary course of business is permissible.



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2) Are both men and women protected from sexual harassment?



Yes. WMG will seek to protect both women and men from sexual
harassment, whether carried out by a person of the same or opposite sex.



3) What should I do if I witness what I think is harassment?



If you witness harassment or are the subject of harassment, you are encouraged to let the person who carried out the harassment know that his or her
behavior is unwelcome and that it be stopped immediately. If for any reason you are uncomfortable with doing this, or, if after speaking with the individual the offensive behavior does not stop, you should report the incident (See Section 4.1
above.) Remember, you are protected from retaliation if you report a concern in good faith.



|6.3 | Health and Safety
|--- | -----------------



WMG is committed to providing our employees with a safe working environment. As such, we ask you to comply with all applicable health and safety rules,
taking appropriate measures to ensure your physical safety and that of your colleagues. Please also make yourself familiar with any injury and illness prevention programs that WMG may have in effect.



|6.4 | Drug-Free Work Environment
|--- | --------------------------



WMG does not permit substance abuse on company premises, or while representing WMG in a business capacity. If you feel you or a colleague may need help
with a substance abuse problem, we encourage you to contact the appropriate Human Resources representative. In addition, many WMG companies in the U.S. have an employee assistance program available.



|6.5 | Employee Privacy
|--- | ----------------



WMG will treat as confidential our employees personal information (e.g., information relating to compensation, health status and employment
records.) Our employees should not disclose private information of others that is gained as a result of their position with WMG unless such disclosure is lawful and properly authorized.



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|7 | Our Company and Shareholders
|- | ----------------------------



WMG is committed to accurately recording our financial results, protecting our company assets and ensuring the security of our information systems.



|7.1 | Accurate Financial Reporting
|--- | ----------------------------



Those who have financial reporting responsibilities must ensure financial reporting information is full, fair, accurate, timely and understandable. Honest
and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional interests are required at all times. Please refer to the WMG Whistleblower Procedures if you have a concern about
accurate financial reporting.



|7.2 | Securities Trading
|--- | ------------------



Securities laws prohibit the buying or selling of securities while in the possession of material, non-public information, and this is commonly known as
insider trading. Material information is further defined as any non-public information that a reasonable investor would consider important in making a decision to purchase or sell securities. WMG employees must never act upon, or
disclose to other parties, material non-public information. Please refer to the WMG Securities Trading Policy for more information.



Frequently Asked Questions



1) Does the securities trading policy apply to me?



If you work for any WMG operating company, our securities trading policy applies to you. Please contact your manager or Human Resources representative, or
the Compliance Hotline if you have any questions about this policy.



2) What are some examples of material information as they pertain to the securities trading policy?



Examples of information that would be regarded as material include, but are not limited to:



| |  |  | Projections of future earnings or losses
| | - |  | ----------------------------------------



| |  |  | News of a proposed or pending merger, acquisition or tender offer
| | - |  | -----------------------------------------------------------------



| |  |  | Changes in dividend policies or the declaration of a stock split or the offering of additional securities
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Changes in management
| | - |  | ---------------------



| |  |  | Significant new deals or other new developments impacting the business
| | - |  | ----------------------------------------------------------------------



| |  |  | Impending bankruptcy or financial liquidity problems
| | - |  | ----------------------------------------------------



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| |  |  | Internal financial information
| | - |  | ------------------------------



| |  |  | The gain or loss of a major contract or major artist relationship
| | - |  | -----------------------------------------------------------------



| |  |  | Major litigation
| | - |  | ----------------



| |  |  | Significant actions by regulatory bodies
| | - |  | ----------------------------------------



3) What if I learn of material non-public information of other companies we work with?



The same prohibition against insider trading applies to material non-public
information obtained relating to other companies.



4) Can I
pass along material non-public information to a family member or friend?



No. You are not permitted to give this information to others, and, under certain local law, you can be held liable for insider trading should this information be used to trade stock or other equities.



|7.3 | Proprietary and Confidential Information
|--- | ----------------------------------------



You should be on guard to protect WMGs confidential information. Such information may include artist agreements, pricing structures and competitive
strategy. Confidential information should only be shared internally on a need-to-know basis. You should not seek to personally benefit from, or divulge to a competitor or outside party any of our confidential information.



Be especially vigilant about any inquiries by members of the financial
press, investment analysts or others in the financial community. You should refer all such inquiries to your local Corporate Communications group. Please refer to the WMG Regulation FD: Policy Regarding Communications with Analysts, Security
Holders and Others for more information about these inquiries.



Please also remember that we must protect the confidential information of our vendors, consultants, and business partners. Such information is never to be disclosed except with the approval of WMGs Legal
Department. Respecting the privacy of music consumers is a paramount concern. This includes respect for and strict observance of the privacy policy relating to our Internet sites.



|7.4 | Safeguarding of Company Assets
|--- | ------------------------------



WMGs most important assets are its artists, copyrights and employees. We expect each employee to treat each with proper respect and care. Copyrights
are the core of our business and it is crucial that we ensure their proper protection and preservation. In particular, pre-release materials must be safeguarded and distributed only to properly authorized individuals.



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Additionally, we have physical assets including computer and office equipment
which must be used responsibly and protected against misuse, damage or theft. Of special concern are our electronic information facilities, including computer and telecommunications networks. These assets are critical to our daily operations, and we
expect each employee to remain vigilant against their misuse. You should protect the security of our communications and computer systems from computer viruses and hackers by exercising caution when downloading files, and by safeguarding your network
password.



|7.5 | Electronic Communications
|--- | -------------------------



Employees must ensure that e-mail and the Internet are used responsibly. Reasonable personal use of WMGs electronic communication system is
permitted but WMG reserves the right to monitor how its computers are being used and to review information contained in these systems, including all e-mail sent and received on the WMG system.



E-mail and the Internet may never be used for illegal or unethical purposes
or for any activity which may compromise or harm our company. The use of unauthorized peer-to-peer networks is one example of such activity. Obscene and discriminatory material may never be transmitted, retrieved or stored. Please also note that all
files downloaded from the Internet are subject to the limitation of copyright laws and WMG policy.



Frequently Asked Questions



Can I send personal e-mail when I am in the office?



Yes. We realize that work and personal lives sometimes overlap. Nevertheless, always use your discretion about when it is appropriate to send personal
e-mails. Whenever possible, use an e-mail account that is not attached to the WMG name. Also, note that e-mails sent and received from WMG computers may be monitored.



Naturally, our electronic facilities must not be used for illegal activity, but please also be mindful that you should not
use our systems and networks to solicit for your non-company business activity, or for religious, charitable or political causes.



|7.6 | Copyright Infringement
|--- | ----------------------



The illegal copying and distribution of recorded music (i.e., piracy) is a serious issue within the music community and threatens our work at
WMG. Therefore, downloading copyrighted music and/or burning CDs from unauthorized peer-to-peer networks are prohibited. If you have any questions about this or other copyright policies, contact your manager or the WMG Legal Department.



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|7.7 | Records Management
|--- | ------------------



There may be legal requirements which may make necessary the retention of company records and documents. This applies to e-mail messages, electronic and
recorded data, as well as hard copies of our business documents.



In addition to any applicable statutory record retention requirements, the existence of pending litigation, investigations or subpoenas may require that our records be retained longer than usual. Accordingly, WMGs Legal Department
will provide guidance on issues as they arise and will instruct that certain categories of documents not be discarded until any pending matters are resolved.



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|8 | Our Marketplace and Industry
|- | ----------------------------



WMG is committed to treating all parties with which it does business in a fair and equitable manner. In addition, we will comply with all laws, rules and
regulations applicable to our marketplace.



|8.1 | Conflicts of Interest
|--- | ---------------------



In the course of our business, conflicts of interest can arise in a variety of circumstances. These may include many situations where you, a member of
your household or a family members personal interests may conflict with that of WMG. In all cases, it is your responsibility to avoid conflicts of interest, or even the appearance of a conflict of interest. Please note that you may be required
to complete an annual conflict of interest questionnaire designed to help identify and therefore mitigate potential conflicts of interest.



In the event that you, a member of your household or a family member experience an actual or even potential conflict of interest, it is your
responsibility to report this situation directly to the WMG Compliance Officer who will help you address this situation. Potential conflicts of interest include, but are not limited to:



| |  |  | Investing significantly in WMG competitors, vendors, consultants or other business partners
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | Working for other companies, especially our competitors, vendors, consultants or business partners, while employed at WMG
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | Doing business on behalf of WMG with a competitor, vendor, consultant or business partner if you or a family member has a personal or financial interest or stake in the other
company
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Working with a member of your household or a family member, where the member of your household or family member is in a direct reporting relationship
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



Frequently Asked Questions



1) What are specific examples of conflicts of interest?



The following scenarios illustrate conflicts of interest that might occur
at WMG, based on an action of a WMG employee or a member of an employees immediate family or household:



| |  |  | Engaging in the music business outside of WMG, including making contractual arrangements with artists
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | Investing in a competitor such as another music company, where the investment is not exempt (see Question #2 below)
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | Investing in a vendor such as a supplier to WMG where the investment is not exempt (see Question #2 below)
| | - |  | ----------------------------------------------------------------------------------------------------------



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| |  |  | Investing in a company if you have access to the companys material non-public information (See Section 7.2  Securities Trading) based upon your work with WMG
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Working with a member of your household or a family member on the same WMG project and reporting to him or her or vice-versa
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | Involvement in a competitive business or partnership by a member of your household or a family member
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | Serving as a director of another company without written approval of the WMG Compliance Officer or WMG Conflicts Committee
| | - |  | --------------------------------------------------------------------------------------------------------------------------



Please note that you should always consult your manager or the WMG
Compliance Officer when you are faced with a specific circumstance that may pose a conflict of interest.



2) What investments are exempt from conflict of interest requirements?



Exempt investments will not give rise to a conflict of interest and do not require any type of approval. They
include:



| |  |  | A portfolio investment (a group of stocks held through someone else such as deferred compensation account or another fund offered through WMG)
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Investments in mutual funds
| | - |  | ---------------------------



| |  |  | Publicly-traded securities (which can be held in any amount, except for those involving competitors, vendors, consultants or business partners, which is limited to investments of
not more than 2% of the issued and outstanding stock of the corporation. Amounts under that amount are not considered significant.)
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8.2 | Gifts and Entertainment
|--- | -----------------------



We encourage you to use common sense and good judgment when you entertain or exchange occasional gifts as a way to encourage good business relationships.
Please note that any such gifts or entertainment, whether given or received, should be customary and reasonable. Our policy is that WMG employees should not accept a gift or other item greater than USD$100 or EUR100 (or equivalent) at any one time
without pre-approval. No employee may accept more than USD$500 or EUR500 (or equivalent) in gifts in total for the calendar year without pre-approval. Questions about this policy may be directed to the WMG Compliance Officer, and you should review
any other WMG policy relating to gifts and entertainment for more specific guidance.



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Frequently Asked Questions



1) When can I accept a gift?



Nominal gifts such as flowers, candy, T-shirts, or the like are acceptable
as long as you do not ask for them and as long as they do not influence, or appear to influence, your ability to make fair and objective business decisions. Gifts of cash, or cash equivalents such as vouchers or gift certificates, are never
acceptable. As a rule of thumb, if accepting a gift will make you feel obligated, do not accept it. When in doubt, always seek to consult your manager or the WMG Compliance Officer.



2) If I am invited to a business dinner, convention, or other gathering, is having my expenses for the function paid by
others a prohibited gift?



Functions such as business
dinners, drinks or other meetings in a social context are not considered gifts if a significant purpose of the meeting is business-related. But this can be a tricky area. If you are given tickets to a sporting event for your personal use, this
should be considered a gift. If you attend such a function with our business partners, it would not ordinarily be a gift, unless this occurs with a frequency that suggests an invalid business purpose.



|8.3 | Sales, Marketing and Promotions
|--- | -------------------------------



WMGs reputation depends on fair dealing and ethical conduct, and we will not tolerate treating our potential customers, vendors, consultants and
other business partners unfairly. Our business practices must always be above reproach and fully compliant with all applicable laws, including laws regarding so-called payola practices.



|8.4 | Fair Competition and Antitrust Laws
|--- | -----------------------------------



The countries we operate in have very complex antitrust laws, which are laws designed to protect free trade and competition. You should be aware that if
we act in ways that reduce free marketplace competition, we may be violating these laws. Of particular concern are communications or conversations with competitors. You should never make agreements or hold discussions with our competitors on the
following issues:



| |  |  | Pricing
| | - |  | -------



| |  |  | Markets and prospective customers
| | - |  | ---------------------------------



| |  |  | Boycotts of other competitors, customers, or suppliers
| | - |  | ------------------------------------------------------



In addition you should not make any agreements with our vendors, consultants or business partners that tie their purchase of one product to another, or
with respect to their resale price of our products. If you are working on a potential merger, acquisition, joint venture or any other



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situation that causes you concern with regard to antitrust issues, you must consult with WMGs Legal Department, as the requirements and regulatory
approvals in this area are complex and may vary from country to country.



Frequently Asked Questions



What type of agreements between WMG and its vendors, consultants, and business partners may violate antitrust and competition laws?



WMG negotiates many agreements with vendors, consultants and business partners. Two examples of agreements which raise
significant concerns include:



| |  |  | Fixing sale prices (agreeing with retailers or business partners to set a minimum price at which they will sell WMG products or services)
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Tying products (requiring a customer to purchase a product that it does not want in order to buy the product it does want)
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



|8.5 | Contracts and Procurement
|--- | -------------------------



WMG is committed to adhering to all the laws and regulations that apply to the procurement of goods or services, and will treat all parties with which we
do business fairly. We expect all our employees to conduct themselves in an ethical manner when obtaining new business on behalf of WMG. All of our proposals and contracting arrangements should be based on price, quality, service, and our ability to
meet our own needs, and those of our contracting party.



|8.6 | Doing Business with Governments
|--- | -------------------------------



When conducting business with governments, WMG employees should be mindful of all laws and regulations concerning government bodies and their employees.
We should be particularly sensitive to the Foreign Corrupt Practices Act (FCPA), a U.S. anti-bribery law which prohibits payments to or from foreign government officials in return for business or favorable treatment. The activity of all
WMG employees, even those outside of the U.S., can expose us to legal liability based upon the FCPA. Please consult with WMGs Legal Department if you have any questions about this law or any dealings with domestic or foreign governments and
their employees.



|8.7 | Doing Business Internationally
|--- | ------------------------------



There are many different laws and regulations that affect the way we conduct our business around the globe. For example, certain countries restrict
imports and exports, or the flow of trade and goods in and out of their borders. Certain countries and the European Union may have laws that affect business dealings with companies inside specific countries. Such laws may take the form of boycotts
or sanctions for doing business with specific nations. If you are uncertain as to the laws relating to business conducted in a foreign country, or how you should proceed, consult the WMG Compliance Officer or WMGs Legal Department.



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|9 | Public and Community
|- | --------------------



WMG is committed to good corporate citizenship, and we will observe all relevant laws and regulations while encouraging and expecting our employees to do
the same.



|9.1 | Media and Public Relations
|--- | --------------------------



WMG will periodically issue press releases and make public disclosures about our financial situation. To ensure that all reports and press releases are
accurate and consistent, employees must refer all inquiries from the media to the Corporate Communications group.



Only the Chief Executive Officer, Chief Financial Officer, Head of Investor Relations and Senior Vice President and Associate Director of Corporate
Communications are authorized to respond to requests for financial and other company reports. Any contact with bankers, securities analysts or other securities markets professionals, such as brokers, investment advisors and mutual fund
managers, or to our security holders must be forwarded to Corporate Communications and communications with these people should be made only by specifically designated people with prior approval.



Frequently Asked Questions



What if I am contacted by a member of the media concerning a particular
artist or even about WMG itself?



You must refer all media
inquiries to your local Corporate Communications group or your business unit head.



|9.2 | Political and Public Activity
|--- | -----------------------------



It is important that you make a clear distinction between those situations where you are acting in your private capacity and acting, or appearing to act,
on behalf of WMG. For example, you may make a political contribution as a private citizen, but you may not use the WMG name when you are doing so. Moreover, you should not pressure or direct your colleagues to join you in your political or other
public activities.



WMG resources or services should not be
used to support your political activities, and any contributions from our company to any candidate for public office may only be made through our Political Action Committee (PAC) in the U.S. or only with the approval of WMGs Legal Department.



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Frequently Asked Questions



Can I make my own contributions to a political candidate or organization?
Can I volunteer to work on a political campaign?



You are
free to contribute your money, time or other resources to a political candidate, organization or campaign without the approval of the WMG Legal Department as long as you use your own (and not WMGs) resources and do so on your own time



|9.3 | Responding to Regulatory Investigations
|--- | ---------------------------------------



WMG will respond to government inquiries in a timely, complete and coordinated manner. Employees who are contacted by government representatives or other
third parties inquiring about company matters, must immediately notify WMGs Legal Department.You should not attempt to respond to such queries on your own either verbally or in writing, but rather refer such requests to the WMG
Legal Department. This is especially critical if the requests pertain to a summons, subpoena, or other document requiring a court appearance or response. Please also report to WMGs Legal Department any inquiries or requests from outside
attorneys, even if litigation is not pending or threatened.



|9.4 | Environmental Responsibility
|--- | ----------------------------



Because violations of environmental laws or regulations may have serious consequences for WMG and the individuals involved, our employees must abide by
all such laws and regulations. We must not falsify information on any environmental form, monitoring report, or in response to inquiries from a government agency.

.



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|10 | Available Resources
|-- | -------------------



There are several resources available that can provide you with additional information on the matters addressed in the Code. Some of these are listed
below.



|10.1 | Contacts
|---- | --------



|                                         |  |                  |  | 
|---------------------------------------- |  | ---------------- |  | 
|WMG Compliance Officer (conduct@wmg.com) |  | (212) 275-4780   |  | 
|                                         |  |                 
|WMG Corporate Communications             |  | (212) 275-2244   |  | 
|                                         |  |                 
|WMG Conflicts Committee                  |  | (212) 275-4780   |  | 
|                                         |  |                 
|WMG Legal Department                     |  | (212) 275-2030   |  | 
|                                         |  |                 
|WMI Legal Department                     |  | +44 20 7368 2830 |  | 
|                                         |  |                 
|WMG Human Resources                      |  | (212) 275-1990   |  | 
|                                         |  |                 
|WMI Human Resources                      |  | +44 20 7368 2805 |  | 
|                                         |  |                 
|WMG Investor Relations                   |  | (212) 275-4790   |  | 
|                                         |  |                 
|Employee Assistance Program (U.S.)       |  | (800) 833-8707   |  | 



|10.2 | Reference Materials Online
|---- | --------------------------



Materials such as this Code and other policies referenced in this Code are available to employees at (http://bside.wmg.com). If you are unable to
view these materials on B-Side, please contact your manager, Human Resources representative or business unit head.



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|11 | Acknowledgement Form
|-- | --------------------



I hereby acknowledge that I have read and received this Code of Conduct (Version 1.0, May 2005.)



|                             |  | 
|---------------------------- |  | 
|                             |  | 
|Signed                       |  | 
|                             | 
|                             |  | 
|Name (Print)                 |  | 
|                             | 
|                             |  | 
|Title                        |  | 
|                             | 
|                             |  | 
|Employee ID #, if applicable |  | 
|                             | 
|                             |  | 
|Company Name                 |  | 
|                             | 
|                             |  | 
|Date                         |  | 



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|A | Compliance Hotline Numbers
|- | --------------------------



United States: 1-800-620-5549



Outside of the United States: Toll-free numbers are being established. Until such numbers are established, please call 678-250-7548  feel
free to call collect.



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