SecProbe.io

February 18, 2020
Yifan Liang
Chief Financial Officer and Corporate Secretary
Alpha and Omega Semiconductor Limited
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
Re:Alpha and Omega Semiconductor Limited
Form 10-K for Fiscal Year Ended June 30, 2019
Form 8-K for Period Ended February 5, 2020
Form 10-Q for Fiscal Quarter Ended December 31, 2019
File No. 001-34717
Dear Mr. Liang:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed on February 5, 2020
Exhibit 99.1
Alpha and Omega Semiconductor Reports Financial Results for the Fiscal Second Quarter of
2020 Ended December 31, 2019 , page 1
1.In the bullets under the heading “Financial Results for Fiscal Q2 Ended December 31,
2019”, we note you discuss changes in non-GAAP gross margin, non-GAAP operating
expenses, non-GAAP operating income, and non-GAAP income per share.  Please do not
discuss and analyze non-GAAP measures without a similar discussion and analysis of the
most directly comparable GAAP measure in a location with equal or greater prominence.
Refer to Item 10(e)(1)(i)(A) of Regulation S-K  and Question 102.10 of the updated
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

 FirstName LastNameYifan Liang
 Comapany NameAlpha and Omega Semiconductor Limited
 February 18, 2020 Page 2
 FirstName LastName
Yifan Liang
Alpha and Omega Semiconductor Limited
February 18, 2020
Page 2
2.In your reconciliations related to non-GAAP net income and non-GAAP income per
share, it appears you present certain adjustments, net of income taxes.  Please revise your
reconciliations to reflect the impact of income taxes as a separate adjustment and to
explain how the tax impact is calculated.  Refer to Question 102.11 of the updated
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
Form 10-Q for the quarterly period ended December 31, 2019
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 32
3.We note your disclosures that decreases in gross margins were primarily the result of low
capacity utilization due to the commencement of limited mass production in your
Chongqing joint venture during the interim periods.  Please revise future disclosures to
more fully explain your expectations regarding production at your joint venture, including
the additional costs you expect to incur to reach full production and the anticipated time
frame when when you expect full production to commence.  Please update these
disclosures and explain reasons for significant changes, to the extent applicable.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Andi Carpenter at 202-551-3645 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing