**
As filed with the Securities and Exchange Commission on June 28, 2019 

 

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**Form 20-F/A**

**(Amendment No. 1)**

 

 

**(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 periodfrom                      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 to be 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 theSecurities Act. **    Yes****  **☒**********    ****No****  **☐********

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 bycheck mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required to submit such files). **    Yes****  **☒**********    ****No****  **☐********

Indicate by check mark whether the registrant is a large accelerated filer, an acceleratedfiler, 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 accelerated filer********  **☒**********    ****        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. 1 to Form 20-F (the “Form20-F/A”) amends our annual report on Form 20-F for the year ended December 31, 2018 (the “Annual Report”), which was originally filed with the U.S.Securities and Exchange Commission on March 29, 2019. The purpose of this Form 20-F/A is solely to include the financial statements and related notes of Snow Corporation as Exhibit 15.1 in compliance withRule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended (“Rule 3-09”).

Rule 3-09 requires, among other things, that separate financial statements forunconsolidated subsidiaries and investees accounted for by the equity method be included in the Form 20-F when such entities are individually significant. We have determined that our equity method investmentin Snow Corporation, which is not consolidated in our financial statements, was significant under Rule 3-09 and Rule 1-02(w) of RegulationS-X in relation to our financial results for the years ended December 31, 2017 and December 31, 2018. This Form 20-F/A is therefore filed solely to supplementthe Annual Report with the inclusion of the audited financial statements and related notes of Snow Corporation as of January 1, 2017, December 31, 2017 and December 31, 2018 and for the years ended December 31, 2017 andDecember 31, 2018 (collectively, the “Snow Corporation Financial Statements”). 

Except for the inclusion ofExhibit 15.1, this Form 20-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 otherchanges have been made to the Annual 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, are true 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 theAnnual Report. 

 
1 

**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 Snow Corporation Financial Statements as Exhibit15.1 hereto. 

 
2 

**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
15.1
 — Consolidated Financial Statements of Snow Corporation
 
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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: June 28, 2019 

 
4