Information Statement Summary

PRELIMINARY AND SUBJECT TO COMPLETION, DATED JANUARY 7, 2019 ith the INFORMATION STATEMENT Fox Corporation Class A Common Stock, par value $0.01 per share Class B Common Stock, par value $0.01 per share We are providing you this information statement in connection with the distribution by Twenty-First Century Fox, Inc., which we refer to as 21CF, of the stock of its wholly owned subsidiary, Fox Corporation, which we refer to as FOX or the Company, in connection with the mergers described below involving 21CF and The Walt Disney Company, which we refer to as Disney. To effect the distribution, 21CF will distribute all of the outstanding shares of FOX common stock on a pro rata basis to the record holders of 21CF common stock (other than holders of the shares of 21CF common stock held by subsidiaries of 21CF, which we refer to as the hook stock shares), which we refer to as the distribution. Immediately following the distribution, (1) WDC Merger Enterprises I, Inc., a wholly owned subsidiary of New Disney (as defined below), will be merged with and into Disney, and (2) WDC Merger Enterprises II, Inc., a wholly owned subsidiary of New Disney, will be merged with and into 21CF, which we refer to collectively as the mergers. As a result of the mergers, Disney and 21CF will become direct, wholly owned subsidiaries of TWDC Holdco 613 Corp., a Delaware corporation and wholly owned subsidiary of Disney, which we refer to as New Disney, which will be renamed “The Walt Disney Company” concurrently with the mergers. New Disney intends to report the distribution of FOX common stock as taxable to 21CF stockholders for U.S. federal income tax purposes. If you are a record holder of 21CF common stock at the time of the distribution, a portion of each share of 21CF common stock you hold will be exchanged for 1/3 of one share of FOX common stock of the same class, and you will continue to own the remaining portion of each such share of 21CF common stock. You will receive cash in lieu of any fractional share of FOX common stock you would otherwise have been entitled to receive in connection with the distribution. No additional approval by 21CF stockholders is required for the distribution, as 21CF stockholders adopted the distribution merger agreement at the special meeting of the 21CF stockholders held on July 27, 2018. Completion of the distribution contemplated by this information statement is conditioned upon the satisfaction or waiver of certain other conditions to the transactions. In connection with the special meeting, 21CF has distributed to all holders of its common stock a joint proxy statement, which we refer to as the Merger Proxy Statement. The registration statement of which this information statement is a part does not contain a proxy and is not intended to constitute solicitation material under U.S. federal securities law. No action will be required of you to receive shares of FOX common stock, which means that you do not need to pay any consideration or surrender your existing shares of 21CF common stock or take any other action to receive your applicable shares of FOX common stock. The distribution will be effective on , 2019, which we refer to as the distribution date. Immediately after the distribution becomes effective, FOX will be a standalone, publicly traded company. 21CF currently owns all of the outstanding shares of FOX common stock. Accordingly, no trading market for FOX common stock currently exists. We anticipate, however, that a limited trading market for FOX common stock, commonly known as a “when-issued” trading market, will begin on or shortly before the distribution date, and will continue until the time of the distribution, and we expect “regular-way” trading of FOX common stock to begin on the first trading day following the completion of the distribution. FOX intends to apply to have both FOX class A common stock and FOX class B common stock authorized for listing on the Nasdaq Global Select Market, which we refer to as Nasdaq, under the symbols “FOXA” and “FOX,” respectively. In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 21 of this information statement. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS INFORMATION STATEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities. The date of this information statement is , . 21CF first mailed a Notice of Internet Availability of Information Statement Materials containing instructions on how to access this information statement to its stockholders on or about , . 21CF will mail this information statement Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Information contained herein is subject to completion orto amendment. A registration statement stockholders on Form 10 relating to these securities has been filed w who previously elected to receive a paper copy of FOX’s information statement materials. TABLE OF CONTENTS INFORMATION STATEMENT SUMMARY ................................................. 1 RISK FACTORS ........................................................................ 21 CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS ............. 37 THE TRANSACTIONS .................................................................. 39 DIVIDEND POLICY .................................................................... 51 CAPITALIZATION ..................................................................... 52 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION ......................... 53 SELECTED HISTORICAL COMBINED FINANCIAL INFORMATION .......................... 61 BUSINESS ............................................................................ 63 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................... 79 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK .................. 104 MANAGEMENT ....................................................................... 105 EXECUTIVE COMPENSATION .......................................................... 110 COMPENSATION OF DIRECTORS ....................................................... 117 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ....................... 118 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .................................................. 119 DESCRIPTION OF OUR CAPITAL STOCK ................................................. 122 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES ................................. 130 WHERE YOU CAN FIND MORE INFORMATION ........................................... 132 INDEX TO COMBINED FINANCIAL STATEMENTS ........................................ F-1 i ABOUT THIS INFORMATION STATEMENT This information statement forms part of a registration statement on Form 10 filed with the U.S. Securities and Exchange Commission, or the SEC, by Fox Corporation (File No. ), with respect to the shares of common stock, par value $0.01 per share, of FOX, which we refer to as FOX common stock, to be distributed to 21CF stockholders pursuant to the distribution. 21CF and FOX have supplied all information contained in this information statement relating to 21CF, FOX and 21CF Distribution Merger Sub, Inc. 21CF and FOX have not authorized anyone to provide you with information other than the information that is contained in this information statement. 21CF and FOX take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This information statement is dated , and you should not assume that the information contained in this information statement is accurate as of any date other than such date. Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about FOX assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution. Unless otherwise indicated or as the context otherwise requires, all references in this information statement to: • “21CF” means Twenty-First Century Fox, Inc., a Delaware corporation; • “21CF charter” means the Restated Certificate of Incorporation of 21CF; • “21CF class A common stock” means the class A common stock, par value $0.01 per share, of 21CF; • “21CF class B common stock” means the class B common stock, par value $0.01 per share, of 21CF; • “21CF common stock” means the 21CF class A common stock and the 21CF class B common stock; • “21CF effective time” means 12:02 a.m. (New York City time) on the date immediately following the closing date, when the 21CF merger becomes effective; • “21CF merger” means the merger of Wax Sub with and into 21CF, with 21CF surviving the merger and becoming a wholly owned subsidiary of New Disney; • “21CF merger consideration” means the consideration for which each share of 21CF common stock issued and outstanding immediately prior to the completion of the 21CF merger (other than excluded shares) will be exchanged, subject to proration and adjustment, in the 21CF merger; • “combination merger agreement” means the Amended and Restated Agreement and Plan

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