**
As filed with the Securities and Exchange Commission on September 27, 2019 

 

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**Form 20-F/A**

**(Amendment No. 2)**

 

 

**(Mark One)**

 
****☐********
**REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**

**OR**

 
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2018**

**OR**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**OR**

 
****☐********
**SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**Date of event requiring this shell companyreport                     **

**For the transition period from                     to                    **

**Commission file number 001-37821**

 

 

**LINE Kabushiki Kaisha**

**(Exact name of Registrant as specified in its charter)**

 

 

 
**LINE Corporation**  **Japan****(Translation of Registrant’s name into English)**  **(Jurisdiction of incorporation or organization)**
**JR Shinjuku Miraina Tower, 23rd Floor**

**4-1-6 Shinjuku**

**Shinjuku-ku, Tokyo, 160-0022, Japan**

**(Address of principal executive offices)**

**Satoshi Yano**

**Telephone: +81-3-4316-2050;E-mail: ir@linecorp.com; Facsimile:+81-3-4316-2131**

**(Name, telephone, e-mail and/or facsimile number and address of company contact person)**

**Securities registered or tobe registered pursuant to Section 12(b) of the Act.**

 

**Title of Each Class**
 
**Trading Symbol(s)**
 
**Name of Each Exchange on WhichRegistered**
**American Depositary Shares, each representing one share of common stock** **LN** **New York Stock Exchange, Inc.****Common Stock*** **LN*** **New York Stock Exchange, Inc.***
**Securities registered or to be registered pursuant to Section 12(g) of the Act.**

**None**

**Securities for whichthere is a reporting obligation pursuant to Section 15(d) of the Act.**

**None**

**As of December 31, 2018, there were 240,524,642 shares of common stock outstanding**

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.**    ****Yes   ******☒**    ****No   ******☐ 

Ifthis report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. **    ****Yes  ******☐**    ****No   ******☒ 

Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. **    ****Yes   ******☒**    ****No   ******☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). **    ****Yes  ******☒**    ****No   ******☐ 

Indicate by check mark whether theregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. 

**Large acceleratedfiler****  **☒**    ****    ********    ****Accelerated filer******  ☐**    ****    ********    ****Non-accelerated filer******  ☐**    ****    ********    ****Emerging growth company   ******☐ 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.**  **☐ 

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012. 

Indicate by check mark which basis of accounting the registrant has usedto prepare the financial statements included in this filing. 

**U.S.GAAP  **☐******    International Financial Reporting Standards as issued by the International Accounting Standards Board  **☒******    Other  **☐********

If “Other” has been checked in response to the previous question, indicate by check markwhich financial statement item the registrant has elected to follow. **Item 17******  ☐**    ****Item 18******  ☐ 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). **    ****Yes   ******☐******    ****No   ******☒ 

 
*
Not for trading, but only in connection with the registration of the American Depositary Shares.

 

 

 
**

**EXPLANATORY NOTE**

This Amendment No. 2 to Form 20-F (the “Form20-F/A”) amends our annual report on Form 20-F for the year ended December 31, 2018, which was originally filed with the U.S. Securities and ExchangeCommission on March 29, 2019, and which was amended on June 28, 2019 (the “Annual Report”). The purpose of this Form 20-F/A is solely to include the financial statements and related notesof LINE MOBILE Corporation (“LINE MOBILE”) as Exhibit 15.2 in compliance with Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended(“Rule 3-09”).

Rule 3-09requires, among other things, that separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method be included in the Form 20-F when such entities areindividually significant. LINE MOBILE was one of our wholly owned subsidiaries until we entered into a partnership agreement with SoftBank Corporation concerning LINE MOBILE, pursuant to which our interest in LINE MOBILE decreased from 100.0% to49.0% on April 2, 2018, with SoftBank Corporation holding the remaining interest. This resulted in LINE MOBILE being accounted for as an associate under the equity method, rather than as a consolidated subsidiary. We have determined that ourequity method investment in LINE MOBILE was significant under Rule 3-09 and Rule 1-02(w) of Regulation S-X in relation to ourfinancial results for the year ended December 31, 2018. 

This Form 20-F/A istherefore filed solely to supplement the Annual Report with the inclusion of the audited financial statements and related notes of LINE MOBILE as of March 31, 2019 and for the period of April 2, 2018 to March 31, 2019 (the “LINEMOBILE Financial Statements”). 

Except for the inclusion of Exhibit 15.2, this Form20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to theAnnual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, aretrue or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report. 

 
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**PART III**

 
**Item 17.**
*******Financial Statements*******

Not applicable. 

 
**Item 18.**
*******Financial Statements*******

Item 18 of the Annual Report is amended and supplemented by including the LINE MOBILE Financial Statements as Exhibit 15.2hereto. 

 
**Item 19.**
*******Exhibits*******

Item 19 of the Annual Report is amended by the addition of the following exhibits: 

 

12.1
 — Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
12.2
 — Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
13.1
 
—
 Certification by the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
13.2
 — Certification by the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
15.2
 — LINE MOBILE Financial Statements
 
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**SIGNATURES**

The registrant hereby certifies that it meets all of the requirements for filing on Form20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. 

 

LINE Corporation

*(Registrant)*

/s/ In Joon Hwang

Name: In Joon Hwang

Title: Chief Financial Officer

Date: September 27, 2019 

 
3