##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
 FOR ANNUAL AND TRANSITION
    REPORTS
    PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended June 28,
    2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission File Number
    000-31581
    OPLINK COMMUNICATIONS,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

No. 77-0411346(I.R.S. Employer
    Identification No.)46335 Landing Parkway,
    Fremont, CA(Address of principal
    executive offices)

94538(Zip
    Code)   Registrants telephone number, including area code:
 (510) 933-7200
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      Documents
    Incorporated by Reference:




---



##### 





Form 10-K
    June 28, 2009
  
  TABLE OF
    CONTENTS
  PART IItem 1

Business


2Item 1A

Risk Factors


15Item 1B

Unresolved Staff Comments


27Item 2

Properties


27Item 3

Legal Proceedings


27Item 4

Submission of Matters to a Vote of Security
    Holders


29PART IIItem 5

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


29Item 6

Selected Financial Data


32Item 7

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


33Item 7A

Quantitative and Qualitative Disclosures About
    Market Risk


52Item 8

Financial Statements and Supplementary Data


53Item 9

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


54Item 9A

Controls and Procedures


54Item 9B

Other Information


56PART IIIItem 10

Directors and Executive Officers and Corporate
    Governance


56Item 11

Executive Compensation


56Item 12

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


56Item 13

Certain Relationships and Related Transactions


56Item 14

Principal Accountant Fees and Services


56PART IVItem 15

Exhibits and Financial Statement Schedules


56SIGNATURES


58EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   1




---



##### Table of Contents



Part I  This report on
    Form 10-K
    contains forward-looking statements within the meaning of
    Section 27A of the Securities Act of 1933, as amended, and
    Section 21E of the Securities Exchange Act of 1934,
    including, without limitation, statements regarding our
    expectations, beliefs, intentions or future strategies that are
    signified by the words expect,
    anticipate, intend, believe,
    estimate or assume or similar language.
    All forward-looking statements included in this document are
    based on information available to us on the date hereof, and we
    assume no obligation to update any such forward-looking
    statements. Actual results could differ materially from those
    projected in the forward-looking statements. In evaluating our
    business, you should carefully consider the information set
    forth below and under the captions Risk Factors
    contained in Item 1A and Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations contained in Item 7. We caution you that
    our business and financial performance are subject to
    substantial risks and uncertainties. We undertake no obligation
    to update publicly any forward-looking statements, whether as a
    result of new information, future events or otherwise.
  Item 1.
    Business  Overview
      fiber-to-the-home
  time-to-market
       2




---



##### Table of Contents



Form 10-K Form 10-K.
  Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330.
    Our
    Solution
    Class-10K
    
    Optic-centric design;
    Electrical system design;
    Software and firmware development;
    Thermal management;
    Mechanical design;
    System Integration; and
    Compliance. 3




---



##### Table of Contents




    Optical Product Design and
    Maximization.  Oplink will provide optical design,
    mechanical design, printed circuit board (PCB) layout and
    electrical design and software and firmware design services to
    our customers.
    Testing.  Oplink will carry out full optical
    and electrical system and component testing for customers to
    test for reliability, compliance and subsystem integration.
    Customer Care.  Oplink will provide preorder
    and post-sales customer support, access to engineering support,
    flexible order fulfillment/shipment and customer training around
    the globe.
    System Integration.  Oplink provides full
    system integration with performance testing, validation and
    guaranteed product performance. The integration and testing can
    be performed with any customer specified hardware or designs.
    Procurement.  We leverage our extensive
    expertise in the optical industry in its selection of reliable
    suppliers with the highest quality products for our customers.
    Expert Assembly and Packaging.  Oplink offers
    extensive experience in integrated assembly and packaging
    optimization to meet even the most challenging specifications.
    Comprehensive Supply Chain Management.  Oplink
    employs a synchronized and fully integrated supply chain model
    that addresses integration challenges specific to the optical
    environment as well as key logistical concerns.
    Prototyping.  To facilitate successful and
    timely new product introductions, Oplinks manufacturing
    team rapidly delivers small quantities of products, or
    prototypes, to test and ensure product functionality and
    viability prior to volume production.
    Global Distribution.  Oplink provides customers
    with the flexible, worldwide shipment of assembled product.  Our
    Strategy
  sub-systems,
    Continuous focus on our cost structure.
      One-Stop-Shop Solution Provider.
 4




---



##### Table of Contents



time-to-market.
  Selectively pursuing acquisitions.
  Products
    and Technologies
    Bandwidth
    Creation Products
  and/or
  Wavelength Expansion Products. :
  
    Dense Wavelength Division Multiplexers.  A
    dense wavelength division multiplexer, or DWDM, is a solution
    for scalable, reliable, protocol independent bandwidth creation.
    A DWDM multiplexer is an integrated optical module or subsystem
    that combines two or more wavelengths for transmission over a
    single fiber (multiplexing) or separates these wavelengths
    (demultiplexing) at the receiving end. Our DWDM module and
    subsystem solutions are derived from an array of high
    performance technologies including thin film filters and arrayed
    wave guides, or AWGs. Our solutions are available in a variety
    of channel spacings.
    Coarse Wavelength
    Division Multiplexers.  A coarse wavelength
    division multiplexer, or CWDM, is a solution for cost-effective
    bandwidth creation in the access, cable TV and metro
    environments. A CWDM multiplexer is an integrated optical module
    or subsystem that combines two or more wavelengths, at a channel
    spacing that is many times wider than for standard DWDM channel
    spacing for multiplexing or demultiplexing.
    Band Wavelength
    Division Multiplexers.  Band wavelength
    division multiplexer, or BWDM, products help manage multiple
    International Telecommunication Union, or ITU, channels within
    multiplexer/demultiplexer (Mux/Demux) or optical add/drop
    applications. Our BWDMs pass a band of channels while isolating
    the channels adjacent to the band of channels sent. BWDM
    products facilitate the design of flexible (pay as 5




---



##### Table of Contents



you grow) low loss architectures as well as enable the design of
    complex mesh and ring networks. We offer a variety of BWDM
    products at 50, 100 and 200 GHz spacing.  
    DWDM Interleavers.  A DWDM interleaver is an
    optical component that combines light signals from two sets of
    signals over a single fiber, which effectively doubles the
    capacity of the optical network system, or separates a single
    light source into multiple signals.  Optical Amplification Products.
  
    Gain Blocks.  Gain blocks are integrated
    optical subsystem building blocks consisting of EDFs and fiber
    optic components used in fiber optic amplifiers to boost the
    amplitude of an incoming optical signal.
    EDFAs.  Erbium Doped Fiber Amplifiers are
    optical subsystems that employ gain blocks, advanced
    electronics, firmware and software to control the optical gain
    of an incoming optical signal.
    Wavelength Division Multiplexers (WDM)
    Pump/Signal Combiners.  Micro-optic WDM
    pump/signal combiners are components that combine power for the
    optical amplifier. They are used to efficiently combine light
    signals with pump laser sources. Pump lasers are active optical
    components used in optical amplifiers such as EDFAs to amplify
    or regenerate light signals that naturally suffer loss while
    traveling over distance within an optical network.
    Integrated Hybrid Components.  Optical
    amplifier systems can combine optical components, including
    isolators, tap couplers and WDM pump/signal combiners. The main
    advantage of hybrid components is that they minimize the
    amplifier package size, increase reliability and reduce
    manufacturing cost.
    WDM Pump Combiners.  WDM pump combiners are
    used to increase the power of an optical amplifier by combining
    multiple pump lasers into one common pump source for
    amplification.
    Polarization Beam Combiners.  Polarization beam
    combiners are optical components that combine two of the same or
    different wavelengths with opposing polarization to increase the
    power output of the optical amplifier.
    Gain Flattening Filters.  Gain flattening
    filters are used to ensure signals are amplified by equal
    amounts. Our thin film filter technology, or the technology in
    which layers of thin film separate optical signals, employs
    multiple layers of optical materials on glass to adjust optical
    output at different wavelengths to meet the needs of
    next-generation high power amplifiers.
    Isolators.  Isolators are fiber optic devices
    that transmit light in only one direction, thus preventing a
    reflected light signal from returning to its laser source or
    EDF. Reflected light can interfere with a lasers process
    and create noise, which can impair system performance in optical
    networks.
    Tap Couplers.  Tap couplers transfer optical
    signals between fibers. They are widely used for system
    monitoring purposes or for power splitting and have a very low
    insertion loss. 6




---



##### Table of Contents



Bandwidth
    Management Products
    Wavelength Performance Monitoring and Protection
    Products.
    
    Supervisory Channel WDM.  Our supervisory
    channel WDM is an integrated component that separates the
    network supervisory channel from the signal channel that is used
    in monitoring the network performance.
    Integrated WDM Monitor Arrays.  Our integrated
    WDM monitor arrays convert optical signals into electrical
    signals for network selective wavelength power monitoring. This
    module combines multiple network power monitoring functions in a
    single module and integrates WDM filters and third-party photo
    detectors, a device supplied by other optical component
    manufacturers that receives a light signal in an optical network
    and converts it into an electrical signal. These integrated
    modules allow communications service providers to monitor
    whether or not signals are being transmitted properly through
    the network.
    Integrated Tap Monitor Arrays.  Our integrated
    tap monitor arrays convert optical signals into electrical
    signals for network signal power monitoring. This module
    integrates a tap coupler, a device that splits the light power,
    and third-party photo detectors, a device supplied by other
    optical component manufacturers that receives a light signal in
    an optical network and converts it into an electrical signal.
    These integrated modules allow communications service providers
    to monitor whether or not optical signals are being transmitted
    properly through the network.
    Wavelength Protection Subsystems.  Our
    multi-channel wavelength protection subsystems are integrated
    solutions that combine tap couplers, splitters, switches,
    electronics, firmware, software and third-party photo detectors.
    These subsystems integrate network switching protection
    functions and monitor optical signal quality such as optical
    power in response to unexpected disruption in the optical
    network. They provide redundant path protection with fast
    routing and switching with network fault management and
    diagnostic capability.  Optical Switching and Routing Products.
  
    Optical Add/Drop Multiplexers.  Optical
    add/drop multiplexers, or OADMs, are used when part of the
    information from an optical signal carried on the network is
    demultiplexed, or dropped, at an intermediate point and
    different information is multiplexed, or added, for subsequent
    transmission. The remaining traffic passes through the
    multiplexer without additional processing. The OADM is typically
    used for rerouting a number of specific optical wavelengths with
    different end destinations. OADMs can also include other optical
    components such as optical conditioning products or optical
    monitoring products for increased functionality.
    Reconfigurable OADMs
    (ROADMs).  ROADMs combine OADM
    functionality, optical wavelength selective switching, or WSS,
    and conditioning products, electronic circuitry, integrated
    firmware and software to add remote configuration and
    provisioning flexibility to the network by allowing the dynamic
    add/drop of variable optical wavelengths having different
    amplitudes with different end destinations. 7




---



##### Table of Contents




    Switches.  Optical switches are devices that
    can direct optical signals to different end destinations.
    Circulators.  Circulators consist of
    sophisticated micro-optic components that are used to re-direct
    optical signals. Circulators are also used in dispersion
    compensation applications and in DWDM fiber grating based
    wavelength expansion products.  Wavelength Conditioning Products.
  
    Variable Optical Attenuators.  Variable optical
    attenuators, or VOAs, are optical devices that reduce the power
    of the optical signal in DWDM networks to ensure that all
    optical signals within a network have equal power. The amount of
    power reduction of a particular optical signal can be adjusted
    to match the power of other optical signals in the network
    thereby enhancing network performance and service quality.
    Variable Multiplexers.  Variable Multiplexers
    combine multiple ITU channel signals along with the function of
    adjusting the power level. The subsystems attenuate the power
    level of individual ITU signals to achieve equalization of the
    spectrum or blocking specific channels.
    Dynamic Band Equalization Products.  Dynamic
    band equalization products monitor and adjust power levels of
    multiple bands of ITU channels. These subsystems separate
    multiple ITU channels into bands of channels, and then monitor
    and control the power levels of these bands through standard
    telecommunication interfaces such as RS232 and then multiplex
    these multiple bands onto a single fiber. They are used for
    power equalization in various parts of the network including
    metro and long haul.  Transmission
    Products
      Transmitters and Receivers
    Transceivers
 8




---



##### Table of Contents



SFP Transceivers
  SFP+ Transceivers
  XFP Transceivers
  CWDM Transceivers
    Bi-Directional Transceivers
    DWDM Transceivers
    GePON products
 9




---



##### Table of Contents



Customers
    Backlog
    Marketing,
    Sales and Customer Support
  and/or
    Research
    and Development
      Manufacturing
   10




---



##### Table of Contents



Quality
  9001-1994 9001-2000
  Competition
    
    competitive pricing;
    the quality of our manufacturing processes and products;
    the breadth of our product line;
    offering short-lead times;
    availability, performance and reliability of our products;
    our ability to participate in the growth of emerging
    technologies;
    the ability to win designs through prototyping;
    established relationships with key customers;
    ability to provide technical design support;
    the compatibility of our products with existing communications
    networks;
    manufacturing capacity and capability; and
    our financial strength.   11




---



##### Table of Contents



Intellectual
    Property
          Employees
   12




---



##### Table of Contents



Financial
    Information About Geographic Areas
    Years Ended June 30,2009


2008


2007Revenues:United States

$
48,154


$
72,098


$
50,824Canada


6,949



17,912



8,579Europe


24,001



23,664



19,779China


34,529



31,713



17,365Japan


17,462



17,783



4,351Asia-Pacific (excluding China and Japan)


12,637



13,083



6,601Totals

$
143,732


$
176,253


$
107,499     June 30,2009


2008United States

$
7,492


$
10,423Asia


22,826



23,783Totals

$
30,318


$
34,206   Executive
    Officers
    Name

Age

PositionJoseph Y. Liu


58


Chief Executive Officer and DirectorShirley Yin


41


Chief Financial OfficerPeter Lee


35


Chief Operating OfficerRiver Gong


46


Senior Vice President, Worldwide SalesStephen M. Welles


41


Vice President, General Counsel and Secretary   Joseph Y. Liu,
  Shirley Yin
  Peter Lee
 13




---



##### Table of Contents



River Gong,
  Stephen M. Welles
  Directors
    Name

Age

PositionJoseph Y. Liu


58


Chief Executive Officer, President and DirectorLeonard J. LeBlanc


68


Chairman of the Board of DirectorsChieh Chang


57


DirectorJesse W. Jack


73


DirectorHua Lee


57


Director   Joseph Y. Lius
  Leonard J. LeBlanc
  Chieh Chang
 14




---



##### Table of Contents



Jesse W. Jack
  Hua Lee
  Item 1A 
    Risk
    Factors        Our
    quarterly revenues and operating results may fluctuate
    significantly from quarter to quarter, which may cause our stock
    price to drop.
    
    current uncertain macro-economic climate could lead to reduced
    demand from our customers, increased price competition for our
    products, and increased risk of excess and obsolete inventories;
    fluctuations in demand for, and sales of, our products;
    declines in the average selling prices of our products;
    fluctuations in the mix of products sold during a quarter (for
    example, the percentage of total sales represented by lower
    margin products such as our ROADM products and line transmission
    applications products);
    competitive factors in the fiber optic components and subsystems
    market, including introductions of new products, new
    technologies and product enhancements by competitors,
    consolidation of competitors, customers and service provider end
    users and pricing pressures;
    the ability of our manufacturing operations in China to timely
    produce and deliver products in the quantity and of the quality
    our customers require; 15




---



##### Table of Contents




    our inability to cut costs quickly in the event of market or
    demand downturns, due to the fact that a high percentage of our
    expenses, including those related to manufacturing, engineering,
    research and development, sales and marketing and general and
    administrative functions, are fixed in the short term;
    the availability of materials and components used in our
    products or increases in the prices of these materials;
    our ability to develop, introduce, manufacture and ship new and
    enhanced optical networking products in a timely manner and in
    production quantities without defects or other quality
    issues; and
    costs associated with, and the outcomes of, any intellectual
    property or other litigation to which we may be a party.  We
    expect volatility in our stock price, which could cause you to
    lose all or part of your investment.
  intra-day
  
    quarterly variations in our operating results;
    changes in financial estimates by securities analysts
    and/or our
    failure to meet estimates;
    changes in market values of comparable companies;
    announcements by our competitors or us of new products or of
    significant acquisitions, strategic partnerships or joint
    ventures;
    any loss by us of a major customer;
    economic fluctuations in the market for optical communications
    products, or in the telecommunications industry generally;
    the outcome of, and costs associated with, any litigation to
    which we are or may become a party;
    departures of key management or engineering personnel; and
    future sales of our common stock.  The
    optical networking component industry is experiencing declining
    average selling prices, which could cause our gross margins to
    decline and harm our operating results.
    We
    have incurred substantial losses in the past, and if we are
    unable to continue to increase our revenues while controlling
    our costs and operating expenses, we may be unable to sustain
    our profitability.
   16




---



##### Table of Contents



Our
    operating results may be further adversely affected by the
    downturn in the global economy and the global telecommunications
    industry.
    
    reduced demand for our products as a result of constraints on
    IT-related capital spending, decreasing our revenue;
    increased price competition for our products; and
    higher overhead costs as a percentage of revenue, producing
    lower gross margins.      Our
    sales are mostly made pursuant to short-lead-time purchase
    orders, and therefore our revenue and financial results are
    difficult to predict.
    
    may stop purchasing our products or defer their purchases on
    short notice;
    are free to purchase products from our competitors;
    are not required to make minimum purchases; and
    may cancel orders that they place with us on short notice.    We
    depend on the growth and success of the communications industry,
    which is subject to severe fluctuations in economic
    activity.
     17




---



##### Table of Contents



If we
    are unable to develop new products and product enhancements that
    achieve market acceptance, our revenues could decline, which
    would harm our operating results.
        Our
    ROADM Optical Switching and Routing product has accounted for a
    significant portion of our revenues for recent periods. We have
    recently experienced declines in both unit shipments and ASPs of
    our ROADM products as a result of increased competition, and we
    expect this trend to continue.
       18




---



##### Table of Contents



We
    depend upon a small number of customers for a substantial
    portion of our revenues, and any decrease in revenues from, or
    loss of, these customers without a corresponding increase in
    revenues from other customers would harm our operating
    results.
        Our
    markets are highly competitive, some of our customers are also
    our competitors, and our other customers may choose to purchase
    our competitors products rather than our products or
    develop internal capabilities to produce their own fiber optic
    modules.
         19




---



##### Table of Contents



Because
    we depend on third parties to supply some of our raw materials
    and components, we may not be able to obtain sufficient
    quantities of these materials, which could limit our ability to
    fill customer orders and harm our operating
    results.
        If our
    customers do not approve our manufacturing processes and qualify
    our products, we will lose significant customer sales and
    opportunities.
      If we
    are unable to successfully integrate acquired businesses or
    technologies, our operating results may be harmed.
    
    additional operating expenses without additional revenues;
    potential dilutive issuances of equity securities;
    the incurrence of debt and contingent liabilities;
    intangible asset write-offs;
    research and development write-offs; 20




---



##### Table of Contents




    other acquisition-related expenses; and
    cannibalization of product lines leading to revenue attrition.    
    problems assimilating the purchased operations, technologies or
    products;
    unanticipated costs associated with the acquisition;
    diversion of managements attention from our core business;
    adverse effects on existing business relationships with
    suppliers and customers;
    risks associated with entering markets in which we have no or
    limited prior experience; and
    potential loss of key employees of purchased organizations.  If we
    fail to effectively manage our manufacturing capability, produce
    products that meet our customers quality requirements and
    achieve acceptable production yields in China, we may not be
    able to deliver sufficient quantities of products that meet all
    of our customers order requirements in a timely manner,
    which would harm our operating results.
        
    our ability to procure the necessary raw materials and equipment
    on a timely basis;
    a potential lack of availability of qualified management and
    manufacturing personnel;
    our ability to maintain quality;
    our ability to effectively manage headcount, particularly if we
    undertake to expand our manufacturing operations;
    vulnerability of telecommunications networks in East Asia to
    natural disasters, such as the recent earthquake that damaged
    several undersea fiber-optic cables responsible for Internet and
    telephone connections with parts of China; and
    our ability to quickly and efficiently implement an adequate set
    of financial controls to effectively track and control inventory
    levels and inventory mix and to accurately predict inventory
    requirements. 21




---



##### Table of Contents



If we
    fail to predict our manufacturing requirements accurately, we
    could incur additional carrying costs and have excess and
    obsolete inventory or we could experience manufacturing delays,
    which could cause us to lose orders or customers.
    Our
    products may have defects that are not detected until full
    deployment of a customers equipment, which could result in
    a loss of customers, damage to our reputation and substantial
    costs.
    
    loss of customers;
    loss of or delay in revenues;
    loss of market share;
    damage to our brand and reputation;
    inability to attract new customers or achieve market acceptance;
    diversion of development resources;
    increased service and warranty costs;
    legal actions by our customers; and
    increased insurance costs.  We
    depend on key personnel to manage our business effectively in a
    rapidly changing market, and if we are unable to retain our key
    employees and hire additional personnel, our ability to sell our
    products could be harmed.
   22




---



##### Table of Contents



We are
    exposed to currency rate fluctuations and exchange controls that
    could adversely impact our operating results.
      If our
    liability for U.S. and foreign taxes is greater than we have
    anticipated and reserved for, our operating results may
    suffer.
    The
    tax benefits available to our subsidiaries located in China are
    currently being phased out, which will result in higher taxes
    required to be paid by our Chinese subsidiaries than were
    required in the past.
    If we
    are unable to protect our proprietary technology, our ability to
    succeed will be harmed.
   23




---



##### Table of Contents



We may
    be involved in intellectual property disputes in the future,
    which will divert managements attention and could cause us
    to incur significant costs and prevent us from selling or using
    the challenged technology.
      
    obtain from the owner of the infringed intellectual property
    right a license to sell or use the relevant technology, which
    license may not be available on reasonable terms, or at all;
    stop selling, incorporating or using our products that use the
    challenged intellectual property;
    pay substantial monetary damages; or
    redesign the products that use the technology.    Our
    failure to comply with governmental regulations could subject us
    to liability. New laws could be enacted that increase the risks
    and costs to Oplink.
       24




---



##### Table of Contents



Failure
    to maintain effective internal controls in accordance with
    Section 404 of the Sarbanes-Oxley Act of 2002 could impair
    the reliability of our financial statements, cause us to delay
    filing our periodic reports with the SEC, harm our reputation
    and adversely affect our stock price.
  Form 10-K Form 10-K.
  Form 10-K Form 10-K
 25




---



##### Table of Contents



Changes
    in existing financial accounting standards or practices may
    adversely affect our results of operations.
    Disruption
    to commercial activities in the United States or in other
    countries, particularly in China and Taiwan, may adversely
    impact our results of operations, our ability to raise capital
    or our future growth.
    
    disruptions to commercial activities or damage to our facilities
    as a result of natural disasters, political unrest, war,
    terrorism, labor strikes, and work stoppages;
    disruptions of telecommunications networks due to natural
    disasters;
    difficulties and costs of staffing and managing foreign
    operations with personnel who have expertise in optical network
    technology;
    unexpected changes in regulatory or certification requirements
    for optical systems or networks;
    disruptions in the transportation of our products and other
    risks related to the infrastructure of foreign countries;
    economic instability;
    any future outbreak of severe acute respiratory syndrome, avian
    influenza and other epidemics or illnesses; and
    power shortages at our manufacturing facilities in China, which
    may lead to production delays.        Provisions
    of our charter documents and Delaware law and other arrangements
    may have anti-takeover effects that could prevent any change in
    control, which could negatively affect your
    investment.
    
    issue preferred stock with rights senior to those of the common
    stock without any further vote or action by the stockholders;
    provide for a classified board of directors;
    eliminate the right of the stockholders to call a special
    meeting of stockholders; 26




---



##### Table of Contents




    eliminate the right of stockholders to act by written
    consent; and
    impose various procedural and other requirements, which could
    make it difficult for stockholders to effect certain corporate
    actions.    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties          Item 3.
    Legal
    Proceedings  IPO
    Securities Litigation
     27




---



##### Table of Contents



IPO
    16(b) Claim
  lock-up lock-up
    Oplink
    vs. O-Net
    Communications, et al.
  O-Net (O-Net), O-Net O-Net O-Net O-Net, O-Net
  Other
    Matters
   28




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders   Part II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    for Registrants Common Equity
    High


LowFiscal 2009:Quarter ended June 30, 2009

$
12.99


$
7.56Quarter ended March 31, 2009

$
8.60


$
5.95Quarter ended December 31, 2008

$
12.31


$
5.14Quarter ended September 30, 2008

$
14.00


$
9.39Fiscal 2008:Quarter ended June 30, 2008

$
11.15


$
9.15Quarter ended March 31, 2008

$
15.02


$
8.65Quarter ended December 31, 2007

$
16.15


$
13.86Quarter ended September 30, 2007

$
16.17


$
12.38    29




---



##### Table of Contents



Stock
    Performance Graphs and Cumulative Total Return
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
 Among Oplink Communications,
    Inc., The NASDAQ Composite Index
    And The NASDAQ Telecommunications Index
  
 * $100 invested on 6/30/04 in stock or index, including
    reinvestment of dividends.   Use of
    Proceeds from Sales of Registered Securities
  Form S-1 (No. 333-41506).
 30




---



##### Table of Contents



Repurchases
    of Equity Securities
  Rule 10b-18,
  Maximum Number (orTotal Number of

Approximate DollarShares (or Units)

Value) of Shares (orTotal Number of

Average Price

Purchased as Part of

Units) that may yet beShares (or Units)

Paid per Share

Publicly Announced

Purchased Under theMonth

Purchased

(or Unit)

Plans or Programs

Plans or ProgramsMonths 1  4





$







$
20.0 million(June 30  October 26, 2008)Month 5


226,745


$
6.92



226,745


$
18.4 million(October 27  November 23, 2008)Month 6


100,405


$
7.14



100,405


$
17.7 million(November 24  December 28, 2008)Month 7


40,600


$
7.62



40,600


$
17.4 million(December 29, 2008  January 25, 2009)Month 8


19,117


$
7.74



19,117


$
17.2 million(January 26  February 22, 2009)Month 9


86,726


$
6.94



86,726


$
16.6 million(February 23  March 29, 2009)Month 10


14,670


$
7.80



14,670


$
16.5 million(March 30  April 26, 2009)Months 11  12





$







$
16.5 million(April 27  June 28, 2009)488,263


$
7.09



488,263


$
16.5 million  31




---



##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K.
  Form 10-K.
  one-for-seven (1-for-7)
    Years Ended June 30,2009


2008


2007


2006


2005(In thousands, except per share data)Consolidated Statement of Operations Data:Revenues

$
143,732


$
176,253


$
107,499


$
54,846


$
34,355Cost of revenues:Cost of revenues


110,611



140,539



78,588



39,121



24,709Stock compensation expense


459



456



315



248



27Total cost of revenues


111,070



140,995



78,903



39,369



24,736Gross profit


32,662



35,258



28,596



15,477



9,619Operating expenses:Research and development:Research and development


10,819



14,393



6,796



6,140



7,173Stock compensation expense


980



1,022



618



557



2Total research and development


11,799



15,415



7,414



6,697



7,175Sales and marketing:Sales and marketing


8,076



10,501



6,064



4,092



3,629Stock compensation expense


1,105



1,001



733



580



84Total sales and marketing


9,181



11,502



6,797



4,672



3,713General and administrative:General and administrative


9,639



14,268



7,102



6,300



6,160Stock compensation expense


2,848



5,452



3,045



1,279



110Total general and administrative


12,487



19,720



10,147



7,579



6,270Impairment charge


10,829



626











322Transitional costs for contract manufacturing, other charges and
    restructuring costs






2,285



216



(72
)


Merger fees






5,618



1,451







(904
)In-process research and development














1,120



Amortization of goodwill, intangible and other assets


1,648



1,519



222



72



185Total operating expenses


45,944



56,685



26,247



20,068



16,761(Loss) income from operations


(13,282
)


(21,427
)


2,349



(4,591
)


(7,142
)Interest and other income, net


3,066



7,518



9,666



7,030



4,591(Loss) gain on sale of assets


(1,533
)


2,305



(18
)


(458
)


(96
)(Loss) income before minority interest and provision for income
    taxes


(11,749
)


(11,604
)


11,997



1,981



(2,647
)Minority interest






5,891



1,418



30



Provision for income taxes


(2,074
)


(1,045
)


(241
)


(73
)


Net (loss) income

$
(13,823
)

$
(6,758
)

$
13,174


$
1,938


$
(2,647
) 32




---



##### Table of Contents



Years Ended June 30,2009


2008


2007


2006


2005(In thousands, except per share data)Net (loss) income per share:Basic

$
(0.67
)

$
(0.31
)

$
0.60


$
0.09


$
(0.13
)Diluted

$
(0.67
)

$
(0.31
)

$
0.57


$
0.09


$
(0.13
)Shares used in per share calculation:Basic


20,589



21,533



22,071



21,353



21,153Diluted


20,589



21,533



22,942



22,184



21,153   June 30,2009


2008


2007


2006


2005(In thousands)Consolidated Balance Sheet Data:Cash, cash equivalents, and short-term and long-term investments

$
168,656


$
142,081


$
227,878


$
188,280


$
186,133Working capital


188,750



159,696



254,076



138,276



132,260Total assets


249,947



268,740



368,389



237,955



228,273Long-term liabilities


3,492



989



207



30



Total stockholders equity

$
228,027


$
238,270


$
269,775


$
227,140


$
218,571   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  This discussion contains forward-looking statements within
    the meaning of Section 27A of the Securities Act of 1933,
    as amended, and Section 21E of the Securities Exchange Act
    of 1934, including, without limitation, statements regarding our
    anticipated revenues, gross margins and expense levels for
    future periods, and other statements reflecting our
    expectations, beliefs, intentions or future strategies that are
    signified by the words expect,
    anticipate, intend, believe,
    estimate or assume or similar language.
    All forward-looking statements included herein are based on
    information available to us on the date hereof, and we assume no
    obligation to update any such forward-looking statements. We
    caution you that our business and financial performance are
    subject to substantial risks and uncertainties. Actual results
    could differ materially from those projected in the
    forward-looking statements. In evaluating our business, you
    should also carefully consider the information set forth under
    the caption Risk Factors contained in Item 1A
    above in addition to the information contained in this
    Item 7. We undertake no obligation to update publicly any
    forward-looking statements, whether as a result of new
    information, future events or otherwise.
    Overview
     33




---



##### Table of Contents



REVENUES.
  COST OF REVENUES.
  RESEARCH AND DEVELOPMENT EXPENSES.
  SALES AND MARKETING EXPENSES.
  GENERAL AND ADMINISTRATIVE EXPENSES.
  STOCK COMPENSATION EXPENSE.
    Use of
    Estimates and Critical Accounting Policies
   34




---



##### Table of Contents



Revenue
    Recognition and Product Returns
    Depreciation
    and Amortization Expenses
    Accrued
    Warranty
    Allowance
    for Doubtful Accounts
   35




---



##### Table of Contents



Excess
    and Obsolete Inventory
    Impairment
    of Investments
  held-to-maturity available-for-sale Held-to-maturity Available-for-sale held-to-maturity
  Impairment
    of Long-Lived Asset
   36




---



##### Table of Contents



Impairment
    of Goodwill and Other Intangible Assets
      Fair
    Value Accounting
        instrument-by-instrument
  Business
    Combination
   37




---



##### Table of Contents



95-3 (EITF 95-3).
  Income
    Taxes
    and/or
      Stock
    Compensation
     38




---



##### Table of Contents



Loss
    Contingencies
    Results
    of Operations
  For Each
    of the Years Ended June 30, 2009, 2008 and 2007
  REVENUES
  Years Ended






Years EndedJune 30,



Percentage


June 30



Percentage2009

2008

Change

Change


2008

2007

Change

Change(In thousands, except percentages)Revenues

$
143,732


$
176,253


$
(32,521
)


−18.5
%


$
176,253


$
107,499


$
68,754



64.0
%        39




---



##### Table of Contents



GROSS
    PROFIT
  Years Ended






Years EndedJune 30,



Percentage


June 30,



Percentage2009

2008

Change

Change


2008

2007

Change

Change(In thousands, except percentages)Gross profit

$
32,662


$
35,258


$
(2,596
)


−7.4
%


$
35,258


$
28,596


$
6,662



23.3
%Gross profit margin


22.7
%


20.0
%











20.0
%


26.6
%           RESEARCH
    AND DEVELOPMENT
  Years Ended






Years EndedJune 30,



Percentage


June 30,



Percentage2009

2008

Change

Change


2008

2007

Change

Change(In thousands, except percentages)Research and development

$
11,799


$
15,415


$
(3,616
)


−23.5
%


$
15,415


$
7,414


$
8,001



107.9
%      40




---



##### Table of Contents



SALES AND
    MARKETING
  Years Ended






Years EndedJune 30,



Percentage


June 30,



Percentage2009

2008

Change

Change


2008

2007

Change

Change(In thousands, except percentages)Sales and marketing

$
9,181


$
11,502


$
(2,321
)


−20.2
%


$
11,502


$
6,797


$
4,705



69.2
%       GENERAL
    AND ADMINISTRATIVE
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2009


2008


Change


Change



2008


2007


Change


Change(In thousands, except percentages)General and administrative

$
12,487


$
19,720


$
(7,233
)


−36.7
%


$
19,720


$
10,147


$
9,573



94.3
%   change-in-control
   41




---



##### Table of Contents



STOCK
    COMPENSATION EXPENSE
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2009


2008


Change


Change



2008


2007


Change


Change(In thousands, except percentages)Stock compensation expense

$
5,392


$
7,931


$
(2,539
)


−32.0
%


$
7,931


$
4,711


$
3,220



68.4
%     change-in-control
  change-in-control
  IMPAIRMENT CHARGE AND OTHER COSTS.
       42




---



##### Table of Contents



TRANSITIONAL COSTS FOR CONTRACT
    MANUFACTURING.
  MERGER FEES.
    AMORTIZATION OF INTANGIBLE AND OTHER
    ASSETS.
  INTEREST
    AND OTHER INCOME, NET
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2009


2008


Change


Change



2008


2007


Change


Change(In thousands, except percentages)Interest and otherincome, net

$
3,066


$
7,518


$
(4,452
)


−59.2
%


$
7,518


$
9,666


$
(2,148
)


−22.2
%       GAIN (LOSS) ON SALE OR DISPOSAL OF ASSETS.
 43




---



##### Table of Contents



MINORITY INTEREST.
  PROVISION FOR INCOME TAXES.
      Accrued
    Transitional costs for Contract Manufacturing
    Consolidation ofWorkforce


Excess FacilitiesReduction


and Other Charges


TotalBalance at June 30, 2006

$



$



$
Liability assumed from OCP acquisition


1,232







1,232Additional charge


216







216Cash payments


(214
)






(214
)Balance at June 30, 2007


1,234







1,234Additional charge


553



1,732



2,285Other adjustment


(100
)






(100
)Cash payments


(1,346
)


(1,732
)


(3,078
)Balance at June 30, 2008


341







341Other adjustment


(199
)


160



(39
)Cash payments


(142
)






(142
)Balance at June 30, 2009

$



$
160


$
160  44




---



##### Table of Contents



Accrued
    Restructuring Costs
        AccruedRestructuringBalance at June 30, 2007

$
Additions


3,183Cash payments


(2,813
)Balance at June 30, 2008


370Cash payments


(370
)Balance at June 30, 2009

$
  45




---



##### Table of Contents



Quarterly
    Results of Operations
    Three Months EndedJune 30,


Mar. 31,


Dec. 31,


Sept. 30,2009


2009


2008


2008(In thousands, except per share data)(Unaudited)Revenues

$
32,364


$
30,805


$
37,611


$
42,952Cost of revenues:Cost of revenues


23,009



22,018



28,939



36,645Stock compensation expense


107



108



126



118Total cost of revenues


23,116



22,126



29,065



36,763Gross profit


9,248



8,679



8,546



6,189Operating expenses:Research and development:Research and development


2,275



2,477



2,785



3,282Stock compensation expense


239



266



252



223Total research and development


2,514



2,743



3,037



3,505Sales and marketing:Sales and marketing


2,057



1,817



1,945



2,257Stock compensation expense


271



252



267



315Total sales and marketing


2,328



2,069



2,212



2,572General and administrative:General and administrative


1,940



2,331



2,702



2,666Stock compensation expense


590



624



723



911Total general and administrative


2,530



2,955



3,425



3,577Impairment charges and other costs










10,829



Amortization of intangible and other assets


412



412



412



412Total operating expenses


7,784



8,179



19,915



10,066Income (loss) from operations


1,464



500



(11,369
)


(3,877
)Interest and other income, net


429



297



1,300



1,040Loss on sale of assets


(740
)


(182
)


(492
)


(119
)Income (loss) before (provision) benefit for income taxes


1,153



615



(10,561
)


(2,956
)(Provision) benefit for income taxes


(904
)


(729
)


15



(456
)Net income (loss)

$
249


$
(114
)

$
(10,546
)

$
(3,412
)Net income (loss) per share:Basic

$
0.01


$
(0.01
)

$
(0.51
)

$
(0.16
)Diluted

$
0.01


$
(0.01
)

$
(0.51
)

$
(0.16
)Shares used in per share calculation:Basic


20,447



20,468



20,686



20,757Diluted


20,892



20,468



20,686



20,757  46




---



##### Table of Contents



Three Months EndedJune 30,


Mar. 31,


Dec. 31,


Sept. 30,2008


2008


2007


2007(In thousands, except per share data)(Unaudited)Revenues

$
37,323


$
40,836


$
48,943


$
49,151Cost of revenues:Cost of revenues


28,040



37,464



37,841



37,194Stock compensation expense


110



103



114



129Total cost of revenues


28,150



37,567



37,955



37,323Gross profit


9,173



3,269



10,988



11,828Operating expenses:Research and development:Research and development


3,026



3,325



3,610



4,432Stock compensation expense


255



245



256



266Total research and development


3,281



3,570



3,866



4,698Sales and marketing:Sales and marketing


2,397



2,461



2,763



2,880Stock compensation expense


266



247



239



249Total sales and marketing


2,663



2,708



3,002



3,129General and administrative:General and administrative


3,109



3,141



3,614



4,404Stock compensation expense


738



693



2,919



1,102Total general and administrative


3,847



3,834



6,533



5,506Transitional costs for contract manufacturing


451



547



532



755Merger fees






(371
)


4,568



1,421Impairment charges and other costs


(69
)


69



626



Amortization of intangible and other assets


419



433



401



266Total operating expenses


10,592



10,790



19,528



15,775Loss from operations


(1,419
)


(7,521
)


(8,540
)


(3,947
)Interest and other income, net


853



1,513



2,093



3,059(Loss) gain on sale of assets


(88
)


2,433



(3
)


(37
)Loss before minority interest and provision for income taxes


(654
)


(3,575
)


(6,450
)


(925
)Minority interest










3,407



2,484Provision for income taxes


(137
)


(365
)


(309
)


(234
)Net (loss) income

$
(791
)

$
(3,940
)

$
(3,352
)

$
1,325Net (loss) income per share:Basic

$
(0.04
)

$
(0.19
)

$
(0.16
)

$
0.06Diluted

$
(0.04
)

$
(0.19
)

$
(0.16
)

$
0.06Shares used in per share calculation:Basic


20,700



20,633



21,617



23,182Diluted


20,700



20,633



21,617



23,792   quarter-to-quarter
 47




---



##### Table of Contents



Liquidity
    and Capital Resources
      Fiscal
    2009
               48




---



##### Table of Contents



Fiscal
    2008
                start-up
    Fiscal
    2007
       49




---



##### Table of Contents



Off-Balance-Sheet
    Arrangements
    Contractual
    Obligations
    Contractual Obligations Due by PeriodLess Than


1-3


4-5


AfterContractual Obligations

Total


1 Year


Years


Years


5 YearsPurchase obligations

$
10,375


$
10,375


$



$



$
Operating leases


635



393



226



16



Capital expenditure


840



613



205



22Total

$
11,850


$
11,381


$
431


$
38


$
   Recent
    Accounting Pronouncements
     50




---



##### Table of Contents



No. 157-4, (FSP 157-4), No. 107-1 28-1, (FSP 107-1 28-1), No. 115-2 124-2, Other-Than-Temporary (FSP 115-2 124-2),
  No. 99-20-1, No. 99-20 No. 99-20-1). No. 99-20-1 EITF 99-20 No. 99-20-1 No. 99-20-1 No. 99-20-1
  No. 142-3, (FSP 142-3). FSP 142-3 FSP 142-3 FSP 142-3 No. 142-3
  No. 157-3, (FSP 157-3), FSP 157-3 FSP 157-3
  No. 157-2, (FSP 157-2). FSP 157-2 FSP 157-2
 51




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Exposure
    available-for-sale held-to-maturity
 52




---



##### Table of Contents



Carrying


Average Rate


Carrying


Average RateValue at


of Return at


Value at


of Return atJune 30,


June 30,


June 30,


June 30,2009


2009


2008


2008(Annualized)





(Annualized)Investment Securities:Cash equivalents  variable rate

$
24,813



0.3
%

$
35,798



1.1
%Cash equivalents  fixed rate


4,999



0.2
%


19,933



0.0
%Short-term investments  variable rate


14,362



1.2
%


8,615



2.9
%Short-term investments  fixed rate


101,412



1.4
%


41,462



2.0
%Long-term investments  variable rate










5,003



2.4
%Long-term investments  fixed rate


3,180



1.5
%


15,000



3.0
%Total

$
148,766






$
125,811   Expected Fiscal Year Maturity Date2010


2011


Total


Fair ValueLong-term investments  fixed rate

$



$
3,180


$
3,180


$
3,180Average interest rate






1.5
%


1.5
%   Foreign
    Currency Exchange Rate Exposure
        Item 8.
    Financial
    Statements and Supplementary Data  page F-1
 53




---



##### Table of Contents



Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Managements
    Report on Internal Control Over Financial
    Reporting
      Internal Control 
    Integrated Framework
    Changes
    in Internal Controls
   54




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated
    Framework
                55




---



##### Table of Contents



Item 9B.
    Other
    Information   Part III  Item 10.
    Directors
    and Executive Officers and Corporate Governance  Form 10-K
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.  Financial Statements
    Financial Statement Schedules
   56




---



##### Table of Contents



Exhibits
  Exhibit No.

Description3
.1(1)

Amended and Restated Certificate of Incorporation of Oplink.3
.2(2)

Bylaws of Oplink.3
.3(3)

Certificate of Designation of Series A Junior Participating
    Preferred Stock.3
.4(4)

Certificate of Amendment to Amended and Restated Certificate of
    Incorporation of the Registrant.3
.5(5)

Amendment to Bylaws of Oplink Communications, Inc.4
.1(3)

Rights Agreement, dated as of March 18, 2002, between
    Oplink Communications, Inc. and The Bank of New York.10
.1(2)

State-owned Land Use Rights Assignment Contract dated
    May 16, 2000 by and between Oplink Communications Inc. and
    Zhuhai Bonded Area Management Committee.10
.2(2)*

Oplinks 2000 Equity Incentive Plan.10
.3(2)*

Oplinks 2000 Employee Stock Purchase Plan.10
.4(2)*

Oplink Form of Indemnity Agreement.10
.5(4)*

Form of Stock Option Agreement between Oplink and Chieh Chang,
    and Leonard LeBlanc.10
.6(6)*

Executive Corporate Event Agreement, dated March 21, 2003,
    by and between the Registrant and Joseph Y. Liu.10
.7(7)*

Form of Executive Corporate Event Agreement for Executive
    Officers.10
.8(8)*

Form of Notice of Grant of Restricted Stock Units under 2000
    Equity Incentive Plan and Terms and Conditions of Restricted
    Stock Unit Grant.21
.1

Subsidiaries of Oplink.23
.1

Consent of Burr, Pilger & Mayer LLP.24
.1

Power of Attorney is contained on the Signatures page.31
.1

Certification of Chief Executive Officer Required under
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended.31
.2

Certification of Chief Financial Officer Required under
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended.32
.1**

Certification of Chief Executive Officer Required under
    Rule 13a-14(b)
    or
    Rule 15d-14(b)
    of the Securities Exchange Act of 1934, as amended, and
    18 U.S.C. Section 1350.32
.2**

Certification of Financial Officer Required under
    Rule 13a-14(b)
    or
    Rule 15d-14(b)
    of the Securities Exchange Act of 1934, as amended, and
    Section 1350 of Chapter 63 of Title 18 of the
    United States Code (18 U.S.C. Section 1350).     (1)
    
    Previously filed as an Exhibit to the Registrants
    Registration Statement on
    Form S-1/A,
    No.
    333-41506,
    filed on August 29, 2000 and incorporated herein by
    reference.(2)
    
    Previously filed as an Exhibit to the Registrants
    Registration Statement on
    Form S-1/A,
    No.
    333-41506,
    filed on August 1, 2000 and incorporated herein by
    reference.(3)
    
    Previously filed as an Exhibit to the Registrants Report
    on
    Form 8-K
    filed on March 22, 2002 and incorporated herein by
    reference.(4)
    
    Previously filed as an Exhibit to the Registrants
    Quarterly Report on
    Form 10-Q
    filed on November 14, 2005 and incorporated herein by
    reference.(5)
    
    Previously filed as an Exhibit to the Registrants Report
    on
    Form 8-K
    filed on December 20, 2007 and incorporated herein by
    reference.(6)
    
    Previously filed as an Exhibit to the Registrants
    Quarterly Report on
    Form 10-Q
    filed on May 13, 2003 and incorporated herein by
    reference.(7)
    
    Previously filed as an Exhibit to the Registrants Report
    on
    Form 8-K
    filed on September 4, 2008 and incorporated herein by
    reference.(8)
    
    Previously filed as an Exhibit to the Registrants Report
    on
    Form 8-K
    filed on August 18, 2009 and incorporated herein by
    reference.*
    
    Management contract or compensatory plan or arrangement.**
    
    The certifications attached as Exhibits 32.1 and 32.2
    accompany this Annual Report on
    Form 10-K
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    and shall not be deemed filed by Oplink for purposes
    of Section 18 of the Securities Exchange Act of 1934, as
    amended. 57




---



##### Table of Contents



SIGNATURES      By:
    /s/  Shirley
    Yin     Form 10-K,
    Signature

Title

Date/s/  Joseph
    Y. LiuJoseph
    Y. Liu

Chief Executive Officer and Director (Principal Executive
    Officer)

September 11, 2009/s/  Shirley
    YinShirley
    Yin

Chief Financial Officer 
    (Principal Financial and 
    Accounting Officer)

September 11, 2009/s/  Leonard
    J. LeBlancLeonard
    J. LeBlanc

Chairman of the Board

September 11, 2009/s/  Chieh
    ChangChieh
    Chang

Director

September 11, 2009/s/  Jesse
    W. JackJesse
    W. Jack

Director

September 11, 2009/s/  Hua
    LeeHua
    Lee

Director

September 11, 2009  58




---



##### 



Oplink
    Communications, Inc.
  Index to
    Financial Statements
   
 PageReport of Burr, Pilger & Mayer LLP


F-2Consolidated Balance Sheets


F-3Consolidated Statements of Operations


F-4Consolidated Statements of Stockholders
    Equity


F-5Consolidated Statements of Cash Flows


F-6Notes to Consolidated Financial Statements


F-7Schedule II  Valuation and
    Qualifying Accounts


F-41   F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             Internal Control  Integrated
    Framework
  
    F-2




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  CONSOLIDATED
    BALANCE SHEETS
  June 30,2009


2008(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
49,702


$
72,001Short-term investments


115,774



50,077Accounts receivable, net


29,023



34,200Inventories


10,031



27,950Prepaid expenses and other current assets


2,648



4,949Total current assets


207,178



189,177Long-term investments


3,180



20,003Property, plant and equipment, net


30,318



34,206Goodwill and intangible assets, net


8,848



23,487Other assets


423



1,867Total assets

$
249,947


$
268,740LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
7,580


$
16,014Accrued liabilities


10,044



11,756Income tax payable


644



1,000Accrued transitional costs for contract manufacturing


160



341Restructuring accrual






370Total current liabilities


18,428



29,481Income tax payable, non-current


2,816



766Other non-current liabilities


676



223Total liabilities


21,920



30,470Commitments and contingencies (Note 15)Stockholders equity:Common stock, $0.001 par value, 34,000,000 shares
    authorized; 20,497,592 and 20,729,935 shares issued and
    outstanding as of June 30, 2009 and 2008, respectively


20



21Additional paid-in capital


453,083



449,492Accumulated other comprehensive income


8,246



8,256Accumulated deficit


(233,322
)


(219,499
)Total stockholders equity


228,027



238,270Total liabilities and stockholders equity

$
249,947


$
268,740    F-3




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended June 30,2009


2008


2007(In thousands, except per share data)Revenues

$
143,732


$
176,253


$
107,499Cost of revenues:Cost of revenues


110,611



140,539



78,588Stock compensation expense


459



456



315Total cost of revenues


111,070



140,995



78,903Gross profit


32,662



35,258



28,596Operating expenses:Research and development:Research and development


10,819



14,393



6,796Stock compensation expense


980



1,022



618Total research and development


11,799



15,415



7,414Sales and marketing:Sales and marketing


8,076



10,501



6,064Stock compensation expense


1,105



1,001



733Total sales and marketing


9,181



11,502



6,797General and administrative:General and administrative


9,639



14,268



7,102Stock compensation expense


2,848



5,452



3,045Total general and administrative


12,487



19,720



10,147Impairment charge and other costs


10,829



626



Transitional costs for contract manufacturing and other costs






2,285



216Merger fees






5,618



1,451Amortization of intangible and other assets


1,648



1,519



222Total operating expenses


45,944



56,685



26,247(Loss) income from operations


(13,282
)


(21,427
)


2,349Interest and other income, net


3,066



7,518



9,666(Loss) gain on sale of assets


(1,533
)


2,305



(18
)(Loss) income before provision for income taxes


(11,749
)


(11,604
)


11,997Minority interest






5,891



1,418Provision for income taxes


(2,074
)


(1,045
)


(241
)Net (loss) income

$
(13,823
)

$
(6,758
)

$
13,174Net (loss) income per share:Basic

$
(0.67
)

$
(0.31
)

$
0.60Diluted

$
(0.67
)

$
(0.31
)

$
0.57Shares used in per share calculation:Basic


20,589



21,533



22,071Diluted


20,589



21,533



22,942    F-4




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  AccumulatedAdditional





Other





TotalCommon Stock


Paid in


Treasury


Comprehensive


Accumulated


StockholdersShares


Amount


Capital


Stock


Income (Loss)


Deficit


Equity(In thousands, except share data)Balance at June 30, 2006


21,521,989


$
22


$
451,030


$
(11
)

$
1,248


$
(225,149
)

$
227,140Exercise of stock options


672,577







7,497















7,497Issuance of common stock from ESPP


115,697







1,053















1,053Issuance of common stock options in connection with acquisition


857,258



1



14,216















14,217Retirement of treasury stock










(11
)


11











Stock-based compensation










4,608















4,608Tax benefit arising from disqualifying dispositions of stock
    options










222















222Components of comprehensive income:Net income






















13,174



13,174Change in cumulative translation adjustments


















1,812







1,812Change in unrealized gain on investments


















52







52Total comprehensive income


























15,038Balance at June 30, 2007


23,167,521



23



478,615







3,112



(211,975
)


269,775Exercise of stock options


175,992



1



2,043















2,044Issuance of common stock from ESPP


115,494







1,083















1,083Issuance of common stock options in connection with acquisition










910















910Repurchase of common stock


(2,748,565
)


(3
)






(39,997
)










(40,000
)Forfeiture of restricted stock


(291
)






















Retirement of treasury stock










(39,997
)


39,997











Stock-based compensation


19,784







6,769















6,769Tax benefit arising from disqualifying dispositions of stock
    options










69















69Cumulative effect of adoption of FIN 48






















(766
)


(766
)Components of comprehensive income:Net loss






















(6,758
)


(6,758
)Change in cumulative translation adjustments


















5,121







5,121Change in unrealized gain on investments


















23







23Total comprehensive loss


























(1,614
)Balance at June 30, 2008


20,729,935



21



449,492







8,256



(219,499
)


238,270Exercise of stock options


68,478







535















535Issuance of common stock from ESPP


171,442







1,135















1,135Repurchase of common stock


(488,263
)


(1
)






(3,471
)










(3,472
)Retirement of treasury stock










(3,471
)


3,471











Stock-based compensation


16,000







5,392















5,392Components of comprehensive income:Net loss






















(13,823
)


(13,823
)Change in cumulative translation adjustments


















85







85Change in unrealized loss on investments


















(95
)






(95
)Total comprehensive loss


























(13,833
)Balance at June 30, 2009


20,497,592


$
20


$
453,083


$



$
8,246


$
(233,322
)

$
228,027    F-5




---



##### Table of Contents





OPLINK
    COMMUNICATIONS, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended June 30,2009


2008


2007(In thousands)Cash flows from operating activities:Net (loss) income

$
(13,823
)

$
(6,758
)

$
13,174Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Depreciation and amortization of property, plant and equipment


7,070



7,107



4,918Amortization of intangible and other assets


3,810



3,342



519Stock compensation expense


5,392



7,931



4,711Provision for doubtful accounts


438



113



Inventory charges


4,065



7,274



Amortization of (discount) premium on investments


(419
)


(687
)


112Loss (gain) on sale or disposal of assets


1,533



(2,305
)


18Impairment charge and other costs


10,829



626



Transitional costs of contract manufacturing and other costs










216Minority interest in loss of consolidated subsidiaries






(5,891
)


(1,418
)Tax benefit arising from disqualifying dispositions of stock
    options






69



222Other


(556
)


556



61Change in assets and liabilities:Accounts receivable


4,774



1,623



(12,185
)Inventories


14,457



(3,090
)


(1,236
)Prepaid expenses and other current assets


2,933



2,041



203Other assets


130



109



775Accounts payable


(8,505
)


1,001



2,331Accrued liabilities and other liabilities


(45
)


(5,342
)


244Net cash provided by operating activities


32,083



7,719



12,665Cash flows from investing activities:Purchases of
    available-for-sale
    investments


(150,907
)


(148,547
)


(59,625
)Sales and maturities of
    available-for-sale
    investments


82,911



130,540



83,741Purchases of
    held-to-maturity
    investments


(3,198
)


(29,623
)


(62,633
)Sales and maturities of
    held-to-maturity
    investments


22,646



94,700



127,540Proceeds from sales of property and equipment


608



27,338



12Purchases of property and equipment


(4,135
)


(8,014
)


(2,635
)Proceeds from sales of cost investments






5,000



Purchases of cost investments






(400
)


Acquisition of businesses, net of cash acquired






(81,445
)


(3,917
)Net cash (used in) provided by investing activities


(52,075
)


(10,451
)


82,483Cash flows from financing activities:Proceeds from issuance of common stock


1,670



3,127



8,550Repurchase of common stock


(3,472
)


(40,000
)


Net cash (used in) provided by financing activities


(1,802
)


(36,873
)


8,550Effect of exchange rate changes on cash


(505
)


6



46Net (decrease) increase in cash and cash equivalents


(22,299
)


(39,599
)


103,744Cash and cash equivalents, beginning of year


72,001



111,600



7,856Cash and cash equivalents, end of year

$
49,702


$
72,001


$
111,600Supplemental disclosures of cash flow information:Cash paid during the period for income taxes

$
580


$
531


$
138Cash paid during the period for interest

$



$



$
18Supplemental non-cash investing and financing activities:Issuance of common stock and options in connection with
    acquisitions

$



$
910


$
14,217Change in unrealized gain (loss) on investments

$
(95
)

$
23


$
52Tax liabilities arising from the adoption of FIN 48

$



$
766


$
    F-6




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 1 
    THE
    COMPANY:  The
    Company
    fiber-to-the-home
      Fiscal
    year
  52-week
  Reclassifications
    NOTE 2 
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES:  Basis
    of presentation
   F-7




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  non-U.S. subsidiaries
    one-for-seven
    Risks
    and uncertainties
  Form 10-K Form 10-Q
  Use of
    estimates
    Cash
    and cash equivalents
    Investments
  held-to-maturity available-for-sale. Held-to-maturity Available-for-sale held-to-maturity
 F-8




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale held-to-maturity Other-than-temporary
  Revenue
    recognition
          Foreign
    currency translations
    Fair
    value of financial instruments
  and/or Available-for-sale Held-to-maturity
 F-9




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Concentration
    of credit risk
        Years Ended June 30,2009


2008


2007Customer A


20
%


25
%


33
%Customer B


17
%


14
%


12
%     Inventories
  first-in,
  Accounts
    Receivable and Allowance for Doubtful Accounts
   F-10




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property,
    plant and equipment
    Impairment
    of long-lived assets
      Impairment
    of goodwill and other intangible assets
    Accrued
    transitional costs for contract manufacturing
   F-11




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income
    taxes
      Research
    and development costs
    Advertising
    costs
    Stock
    compensation
   F-12




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended June 30,2009


2008


2007Stock-based compensation expense by type of award:Employee stock options

$
4,212


$
7,011


$
4,252Restricted stock awards


223



266



83Employee stock purchase plan


957



654



376Net change of amounts capitalized as inventory










Total stock-based compensation


5,392



7,931



4,711Tax effect on stock-based compensation










Net effect on net (loss) income

$
5,392


$
7,931


$
4,711Effect on net (loss) income per share:Basic

$
(0.26
)

$
(0.37
)

$
(0.21
)Diluted

$
(0.26
)

$
(0.37
)

$
(0.21
)   catch-up
      Valuation
    Assumptions
    Years Ended June 302009


2008


2007Risk-free interest rate


2.78
%


3.35
%


4.73
%Expected term


4.6 years



4.5 years



4.6 yearsExpected dividends


0
%


0
%


0
%Volatility


52
%


46
%


48
%  F-13




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended June 302009


2008


2007Risk-free interest rate


1.23
%


2.87
%


4.83
%Expected term


1.3 years



1.3 years



1.3 yearsExpected dividends


0
%


0
%


0
%Volatility


64
%


48
%


47
%   24-month
    Equity
    Incentive Program
  1 48
 F-14




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedNumber of


AverageShares Available


Options


Exercisefor Grant


Outstanding


PriceBalance, June 30, 2006


4,026,167



3,641,329


$
15.2351Options authorized during fiscal 2007


665,768







Options granted


(594,912
)


594,912



17.4252Options exercised






(672,577
)


11.1323Options canceled


114,428



(114,428
)


16.4818Balance, June 30, 2007


4,211,451



3,449,236



16.3067Additional options and awards authorized


598,413







Options and awards granted(1)


(1,485,366
)


1,465,632



11.8119Converted from OCP options(2)


(594,679
)


594,679



28.3498Options exercised






(175,992
)


11.6157Options canceled


1,244,988



(1,244,988
)


23.0357Expired(3)


(413,747
)






Balance, June 30, 2008


3,561,060



4,088,567



14.6000Options and awards granted(1)


(375,040
)


359,040



12.7100Options exercised






(68,478
)


7.7953Options canceled


583,999



(583,999
)


17.7261Expired(3)


(89,095
)Expired(4)


(1,804,006
)






Balance, June 30, 2009


1,876,918



3,795,130


$
14.0630     (1)
    
    The number of options and awards granted in the years ended
    June 30, 2009 and 2008 include 16,000 and 19,734 stock
    awards, respectively.(2)
    
    In connection with the acquisition of OCP, Oplink assumed
    5,420,687 outstanding stock options issued pursuant to
    OCPs stock option plans and converted them into 594,679
    options to purchase shares of Oplink common stock pursuant to
    conversion terms stated in the merger agreement.(3)
    
    In accordance with previous OCP stock option plans that have now
    terminated, OCP stock options that were granted and subsequently
    cancelled are not available for future grant.(4)
    
    The Companys 1998 Stock Option Plan terminated ten years
    after its adoption by the Companys board of directors and
    the shares not granted at the time of termination have expired. F-15




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Options Outstanding at June 30, 2009


Options Vested and Exercisable at June 30, 2009Weighted











WeightedAverage


Weighted








Average


WeightedRemaining


Average


Aggregate





Remaining


Average


AggregateNumber


Contractual


Exercise


Intrinsic


Number


Contractual


Exercise


IntrinsicRange of Exercise Price

Outstanding


Life


Price


Value


Outstanding


Life


Price


Value(In years)





(In thousands)





(In years)





(In thousands)$ 1.0000 - $  5.00


471,864



3.1


$
4.60


$
3,240



471,864



3.1


$
4.60


$
3,240$ 5.0001 - $  8.00


399,368



4.1



5.78



2,274



344,808



3.3



5.49



2,063$ 8.0001 - $ 10.00


58,993



2.6



8.68



165



58,993



2.6



8.68



165$10.0001 - $ 11.00


535,645



8.1



10.10



735



230,950



7.1



10.11



314$11.0001 - $ 13.00


288,272



7.7



12.17



8



139,890



6.6



12.40



$13.0001 - $ 15.00


697,408



7.7



13.66







299,626



6.3



13.59



$15.0001 - $ 18.00


269,908



6.9



17.45







181,723



6.5



17.43



$18.0001 - $ 20.00


199,777



4.4



18.86







166,799



4.0



18.79



$20.0001 - $ 25.00


754,533



6.9



20.24







565,672



6.9



20.24



$25.0001 - $ 35.00


70,715



1.1



31.37







70,633



1.1



31.37



$42.0000 - $158.00


48,647



1.0



81.51







48,647



1.0



81.51



3,795,130



6.1


$
14.06


$
6,422



2,579,605



5.1


$
14.21


$
5,782Vested and expected to vest


3,700,146



6.0


$
14.10


$
6,359     in-the-money
    Employee
    Stock Purchase Plan
     F-16




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Derivative
    financial instruments and hedging activities
    Comprehensive
    income (loss)
    June 30,2009


2008Accumulated other comprehensive income:Cumulative translation adjustment

$
8,329


$
8,244Unrealized (loss) gain on investments, net


(83
)


12$
8,246


$
8,256   Net
    (loss) income per share
    Years Ended June 30,2009


2008


2007Numerator:Net (loss) income

$
(13,823
)

$
(6,758
)

$
13,174Denominator:Weighted average shares outstanding  basic


20,589



21,533



22,071Effect of dilutive potential shares










871Weighted average shares outstanding  diluted


20,589



21,533



22,942Net (loss) income per share  basic

$
(0.67
)

$
(0.31
)

$
0.60Net (loss) income per share  diluted

$
(0.67
)

$
(0.31
)

$
0.57Antidilutive stock options not included in net income (loss) per
    share calculation


3,795



4,089



1,600  F-17




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recently
    issued accounting standards
      No. 157-4, (FSP 157-4), No. 107-1 28-1, (FSP 107-1 28-1), No. 115-2 124-2, Other-Than-Temporary (FSP 115-2 124-2),
  No. 99-20-1, No. 99-20 No. 99-20-1). No. 99-20-1 EITF 99-20 No. 99-20-1 No. 99-20-1 No. 99-20-1
  No. 142-3, (FSP 142-3). FSP 142-3 FSP 142-3
 F-18




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FSP 142-3 No. 142-3
  No. 157-3, (FSP 157-3), FSP 157-3 FSP 157-3
  No. 157-2, (FSP 157-2). FSP 157-2 FSP 157-2
       F-19




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 3 
    SHORT-TERM
    AND LONG-TERM INVESTMENTS      June 30, 2009Gross


GrossCarrying


Amortized


Unrealized


Unrealized


EstimatedValue


Cost


Gains


Losses


Fair ValueShort-term investments:Certificates of deposit

$
3,140


$
3,140


$



$



$
3,140United States government agencies


10,004



10,001



3



(2
)


10,002United States Treasury


48,971



48,944



27







48,971Corporate securities


53,659



53,772



13



(126
)


53,659Total short-term investments


115,774



115,857



43



(128
)


115,772Long-term investments:Corporate securities


3,180



3,180











3,180Total long-term investments


3,180



3,180











3,180Total investments

$
118,954


$
119,037


$
43


$
(128
)

$
118,952   June 30, 2008Gross


GrossCarrying


Amortized


Unrealized


Unrealized


EstimatedValue


Cost


Gains


Losses


Fair ValueShort-term investments:Corporate securities

$
30,171


$
30,159


$
43


$
(18
)

$
30,184United States government agencies


19,906



19,906



2



(2
)


19,906Total short-term investments


50,077



50,065



45



(20
)


50,090Long-term investments:United States government agencies


20,003



20,003



11



(64
)


19,950Total long-term investments


20,003



20,003



11



(64
)


19,950Total investments

$
70,080


$
70,068


$
56


$
(84
)

$
70,040  F-20




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale held-to-maturity
  June 30, 2009Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueAvailable-for-sale
    investments:Certificates of deposit

$
3,140


$



$



$
3,140United States government agencies


5,000



3







5,003United States Treasury


48,944



27







48,971Corporate securities


53,772



13



(126
)


53,659Total
    available-for-sale
    investments


110,856



43



(126
)


110,773Held-to-maturity
    investments:Corporate securities


3,180











3,180United States government agencies


5,001







(2
)


4,999Total
    held-to-maturity
    investments


8,181







(2
)


8,179Total investments

$
119,037


$
43


$
(128
)

$
118,952   June 30, 2008Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueAvailable-for-sale
    investments:Corporate securities

$
22,493


$
27


$
(15
)

$
22,505United States government agencies


19,906



2



(2
)


19,906Total
    available-for-sale
    investments


42,399



29



(17
)


42,411Held-to-maturity
    investments:Corporate securities


7,666



16



(3
)


7,679United States government agencies


20,003



11



(64
)


19,950Total
    held-to-maturity
    investments


27,669



27



(67
)


27,629Total investments

$
70,068


$
56


$
(84
)

$
70,040  F-21




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale available-for-sale available-for-sale held-to-maturity
  June 30, 2009In Loss Position< 12 MonthsGrossFair


UnrealizedValue


LossesAvailable-for-sale
    investments:Corporate securities

$
20,380


$
(126
)Total
    available-for-sale
    investments


20,380



(126
)Held-to-maturity
    investments:United States government agencies


4,999



(2
)Total
    held-to-maturity
    investments


4,999



(2
)Total investments in loss position

$
25,379


$
(128
)   June 30, 2008In Loss Position< 12 MonthsGrossFair


UnrealizedValue


LossesAvailable-for-sale
    investments:Corporate securities

$
13,955


$
(15
)United States government agencies


998



(2
)Total
    available-for-sale
    investments


14,953



(17
)Held-to-maturity
    investments:Corporate securities


4,616



(3
)United States government agencies


14,939



(64
)Total
    held-to-maturity
    investments


19,555



(67
)Total investments in loss position

$
34,508


$
(84
)    F-22




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    June 30, 2009


June 30, 2008Amortized


Estimated


Amortized


EstimatedCost


Fair Value


Cost


Fair ValueAvailable-for-sale
    investments:Due in one year or less

$
110,856


$
110,773


$
42,399


$
42,411Total
    available-for-sale
    investments


110,856



110,773



42,399



42,411Held-to-maturity
    investments:Due in one year or less


5,001



4,999



7,666



7,679Due in one year to five years


3,180



3,180



20,003



19,950Total
    held-to-maturity
    investments


8,181



8,179



27,669



27,629Total investments

$
119,037


$
118,952


$
70,068


$
70,040   NOTE 4 
    FAIR
    VALUE ACCOUNTING  instrument-by-instrument
    
    Level 1 inputs are quoted prices (unadjusted) in active
    markets for identical assets or liabilities that the reporting
    entity has the ability to access at the measurement date.
    Level 2 inputs are inputs other than quoted prices included
    within Level 1 that are observable for the asset or
    liability, either directly or indirectly.
    Level 3 inputs are unobservable inputs for the asset or
    liability.  Items Measured
    at Fair Value on a Recurring Basis
   F-23




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    June 30, 2009Level 1


Level 2


Level 3


TotalFinancial assets:Money market funds

$
24,813


$



$



$
24,813Certificates of deposit






3,140







3,140United States government agencies






5,003







5,003United States Treasury






48,971







48,971Corporate securities






58,658







58,658Total financial assets

$
24,813


$
115,772


$



$
140,585Financial liabilities

$



$



$



$
     Items Measured
    at Fair Value on a Nonrecurring Basis
  other-than-temporary
  NOTE 5 
    ACCRUED
    TRANSITIONAL COSTS FOR CONTRACT MANUFACTURING    Consolidation ofWorkforce


Excess FacilitiesReduction


and Other Charges


TotalBalance at June 30, 2006

$



$



$
Liability assumed from OCP acquisition


1,232







1,232Additional charge


216







216Cash payments


(214
)






(214
)Balance at June 30, 2007


1,234







1,234Additional charge


553



1,732



2,285Other adjustment


(100
)






(100
)Cash payments


(1,346
)


(1,732
)


(3,078
)Balance at June 30, 2008


341







341Other adjustment


(199
)


160



(39
)Cash payments


(142
)






(142
)Balance at June 30, 2009

$



$
160


$
160    F-24




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 6 
    ACCRUED
    RESTRUCTURING COSTS        June 30,2009


2008Accrued RestructuringSeverance benefits

$



$
80Other acquisition related costs






290Total restructuring accruals






370Less: current portion






370Non-current portion

$



$
     AccruedRestructuringBalance at June 30, 2007

$
Additions


3,183Cash payments


(2,813
)Balance at June 30, 2008


370Cash payments


(370
)Balance at June 30, 2009

$
  F-25




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 7 
    ACQUISITIONS  Acquisitions
    in fiscal 2008
  change-in-control 95-3 (EITF 95-3).
  Net working capital

$
87,235Net fixed assets


3,696Other net assets


2,951Identifiable intangible assets


9,012Total purchase price

$
102,894         Cash

$
79,379Fair value of assumed vested stock options


910Transaction costs


1,406Total purchase price

$
81,695    F-26




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net working capital

$
47,503Net fixed assets


5,946Other net assets


11,299Identifiable intangible assets


6,692Goodwill


10,255Total purchase price

$
81,695     Years EndedJune 30,


June 30,2008


2007Net revenues

$
176,253


$
170,598Net (loss) income

$
(12,104
)

$
(18,755
)Net (loss) income per shareBasic

$
(0.56
)

$
(0.82
)Diluted

$
(0.56
)

$
(0.82
)Shares used in per share calculationsBasic


21,533



22,864Diluted


21,533



22,864     Acquisitions
    in fiscal 2007
  Form 8-K ,
  lock-up lock-up
 F-27




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Cash

$
84,150Fair value of common stock issued


14,217Transaction costs


1,345Total purchase price

$
99,712           Technologies

$
2,615Customer relationships


1,801Tradenames


407Backlog


52Net working capital


89,654Net fixed assets


2,232Other net assets


2,951Total purchase price

$
99,712    F-28




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 8 
    GOODWILL
    AND INTANGIBLE ASSETS, NET    Estimated


Gross


AccumulatedJune 30, 2009

Useful Life


Amount


Amortization


Net(In years)Technology


4


$
8,673


$
3,903


$
4,770Trade name


6



1,595



474



1,121Customer relationships


3-4



5,481



2,524



2,957Backlog


1



97



97



Total





$
15,846


$
6,998


$
8,848   Estimated


Gross


AccumulatedJune 30, 2008

Useful Life


Amount


Amortization


Net(In years)Technology


4


$
8,673


$
1,735


$
6,938Trade name


6



1,595



209



1,386Customer relationships


3-4



5,481



1,147



4,334Backlog


1



97



97



Total





$
15,846


$
3,188


$
12,658     Years Ended June 30,Reported as:

2009


2008


2007Cost of revenues

$
2,162


$
1,823


$
297Operating expenses


1,648



1,519



222Total

$
3,810


$
3,342


$
519     Fiscal Years Ending June 30,

Amount2010

$
3,7822011


3,6772012


1,0662013


2602014


63$
8,848    F-29




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          NOTE 9 
    OTHER
    INVESTMENTS  start-up
 F-30




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 10 
    BALANCE
    SHEET COMPONENTS (IN THOUSANDS)  June 30,2009


2008Accounts receivable, net:Accounts receivable

$
29,659


$
34,643Less: Allowance for doubtful accounts


(636
)


(443
)$
29,023


$
34,200Inventories, net:Raw materials

$
7,809


$
19,720Work-in-process


2,222



8,230Finished goods






$
10,031


$
27,950Property, plant and equipment, net:Production and engineering equipment

$
49,920


$
51,134Computer hardware and software


7,352



7,348Building and leasehold improvements


21,819



20,538Land


1,949



1,949Construction in progress


1,477



3982,517



81,008Less: Accumulated depreciation and amortization


(52,199
)


(46,802
)$
30,318


$
34,206Accrued liabilities:Payroll and related expenses

$
3,120


$
3,388Accrued sales commission


535



465Accrued warranty


371



286Accrued professional fees


1,561



1,473Acquisition costs


13



13Accrued sales return


595



594Advance deposits from customers


123



239Other


3,726



5,298$
10,044


$
11,756   NOTE 11 
    ACCRUED
    WARRANTY   F-31




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at June 30, 2006

$
405Additional warranty reserve through business combination


15Accruals for warranties issued during the year


207Adjustments related to pre-existing warranties including
    expirations and changes in estimates


6Cost of warranty repair


(188
)Balance at June 30, 2007


445Accruals for warranties issued during the year


160Adjustments related to pre-existing warranties including
    expirations and changes in estimates


(2
)Cost of warranty repair


(317
)Balance at June 30, 2008


286Accruals for warranties issued during the year


287Adjustments related to pre-existing warranties including
    expirations and changes in estimates


129Cost of warranty repair


(331
)Balance at June 30, 2009

$
371   NOTE 12 
    INCOME
    TAXES  non-U.S. income non-U.S. loss
  Years Ended June 30,2009


2008


2007Current tax expense:Federal

$
228


$
525


$
164State


442



134



65Foreign


1,404



386



12$
2,074


$
1,045


$
241Deferred tax benefit:Federal

$



$



$
State










Foreign










$



$



$
  F-32




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    June 30,2009


2008Deferred tax assets:Net operating loss carryforwards

$
37,082


$
42,029Accruals and reserves


17,179



13,152Credit carryforwards


7,152



8,824Gross deferred tax assets


61,413



64,005Valuation allowance


(57,257
)


(59,397
)Net deferred tax assets


4,156



4,608Deferred tax liabilities


(3,724
)


(4,176
)Total net deferred tax assets

$
432


$
432       June 30,2009


2008


2007Tax at federal statutory rate


35
%


35
%


34
%State, net of federal benefit


(2
)%


(1
)%


Research credit carryforward


1
%






Stock compensation


(9
)%


(9
)%


6
%Foreign rate differences


6
%


7
%


(16
)%Deferred tax assets not benefitted


(22
)%


53
%


36
%Intangible impairment


(35
)%






Purchase accounting adjustments






(16
)%


(48
)%Permanent differences and trueups






(2
)%


(9
)%Unbenefitted preacquisition losses






(58
)%


Minority Interest






(18
)%


Other


8
%






(1
)%Effective tax rate


(18
)%


(9
)%


2
%      F-33




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                Balance at July 1, 2007

$
766Increases related to tax positions taken during prior years


Increases related to tax positions taken during current year


Settlements


Balance at June 30, 2008


766Increases related to tax positions taken during prior years


2,942Increases related to tax positions taken during current year


1,118Settlements


Balance at June 30, 2009

$
4,826          F-34




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 13 
    STOCKHOLDERS
    EQUITY  Authorized
    Shares
  one-for-seven
    Purchase
    Rights Plan
    Repurchase
    of Common Stock
   F-35




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 14 
    RELATED
    PARTY TRANSACTIONS  Loans
    to Officers
      NOTE 15 
    COMMITMENTS
    AND CONTINGENCIES  Indemnification
    Agreements
      Purchase
    Obligations
   F-36




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Operating
    Leases
    Year Ending June 30,2010

$
3932011


1822012


442013


16$
635     Capital
    Expenditure
    Year Ending June 30,2010

$
6132011


2052012


2013


22$
840   Litigation
  IPO
    Securities Litigation
     F-37




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    IPO 16(b)
    Claim
  lock-up lock-up
    Oplink
    vs. O-Net
    Communications, et al.
  O-Net (O-Net), O-Net O-Net O-Net O-Net, O-Net
 F-38




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    Matters
    NOTE 16 
    SEGMENT
    REPORTING  and/or
    Years Ended June 30,2009


2008


2007Revenues:United States

$
48,154


$
72,098


$
50,824Canada


6,949



17,912



8,579Europe


24,001



23,664



19,779China


34,529



31,713



17,365Japan


17,462



17,783



4,351Asia-Pacific (excluding China and Japan)


12,637



13,083



6,601Totals

$
143,732


$
176,253


$
107,499     June 30,2009


2008United States

$
7,492


$
10,423Asia


22,826



23,783Totals

$
30,318


$
34,206   NOTE 17 
    401(K)
    PLAN     F-39




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 18 
    SUBSEQUENT
    EVENTS       F-40




---



##### Table of Contents



Schedule II



Oplink
    Communications, Inc.



Valuation
    and Qualifying Accounts

For the
    Years ended June 30, 2009, 2008 and 2007  AdditionsBalance at


Through


Charged toBeginning


Business


Costs and





Balance atof Year


Combination


Expenses


Deductions(1)


End of Year(In thousands)Allowance for doubtful accountsYear Ended June 30, 2009

$
443


$



$
438


$
245


$
636Year Ended June 30, 2008

$
330


$



$
113


$



$
443Year Ended June 30, 2007

$
178


$
154


$
3


$
5


$
330Accrued sales returnsYear Ended June 30, 2009

$
594


$



$
50


$
49


$
595Year Ended June 30, 2008

$
562


$



$
32


$



$
594Year Ended June 30, 2007

$
240


$
273


$
49


$



$
562     (1)
    
    Deductions represent costs charged or amounts written off
    against the reserve or allowance. F-41