FORM 20-F/A

As filed with the Securities and Exchange Commission on September 28, 2020

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

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

For the fiscal year ended December 31, 2019

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

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

Date of event requiring this shell company report

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 to be registered pursuant to Section 12(b) of the Act.


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
American Depositary Shares, each representing one share of common stock	LN	New York Stock Exchange, Inc.

Common Stock*		New York Stock Exchange, Inc.*

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

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

None

As of December 31, 2019, there were 241,133,142 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 ☐

If this 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 the registrant (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 Rule 405 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 the registrant 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 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 has elected 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 Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark which basis of accounting the registrant has used to 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 mark which 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 Rule 12b-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 “Form 20-F/A”) amends LINE Corporation’s Annual Report on Form 20-F for the year ended December 31, 2019, which was originally filed with the U.S. Securities and Exchange Commission on March 27, 2020, and which was amended on June 29, 2020 (the “Annual Report”).

We are filing this Form 20-F/A solely to include the financial statements and related notes of LINE MOBILE Corporation (“LINE MOBILE”) as part of the Annual Report in compliance with Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended (“Rule 3-09”). Rule 3-09 requires that separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method be included in a registrant’s Form 20-F when such entities are individually significant. We have determined that our equity method investment in LINE MOBILE, which is not consolidated in our financial statements included in the Annual Report, was significant under Rule 3-09 for the year ended December 31, 2018. This Form 20-F/A is, therefore, filed solely to supplement the Annual Report with the financial statements and related notes of LINE MOBILE as of March 31, 2019 and March 31, 2020, for the period from April 2, 2018 to March 31, 2019, and for the year ended March 31, 2020 (collectively, the “LINE MOBILE Financial Statements”), which are included in this Form 20-F/A as Exhibit 15.2. In accordance with Rule 3-09, only the LINE MOBILE Financial Statements as of March 31, 2019 and for the period from April 2, 2018 to March 31, 2019 are required to be audited. The LINE MOBILE Financial Statements as of and for the year ended March 31, 2020 are unaudited.

Except for the inclusion of Exhibit 15.2, this Form 20-F/A does not reflect events occurring after the filing of the Annual Report and only updates the Annual Report as specifically set forth in this Form 20-F/A. No other updates, amendments or changes 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 the Annual Report.

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 15.2 hereto.

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	—	Financial Statements of LINE MOBILE as of March 31, 2019 (audited) and March 31, 2020 (unaudited), for the period from April 2, 2018 to March 31, 2019 (audited), and for the year ended March 31, 2020 (unaudited)

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-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 28, 2020