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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
    29, 2008oro

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-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:




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##### 





OPLINK
    COMMUNICATIONS, INC.
  Form 10-K
 June 29,
    2008
  
  TABLE OF
    CONTENTS
  PART IItem 1


Business


2Item 1A


Risk Factors


15Item 1B


Unresolved Staff Comments


27Item 2


Properties


27Item 3


Legal Proceedings


28Item 4


Submission of Matters to a Vote of Security
    Holders


30PART IIItem 5


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


30Item 6


Selected Financial Data


33Item 7


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


34Item 7A


Quantitative and Qualitative Disclosures About
    Market Risk


56Item 8


Financial Statements and Supplementary Data


57Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


57Item 9A


Controls and Procedures


58Item 9B


Other Information


58PART IIIItem 10


Directors and Executive Officers and Corporate
    Governance


60Item 11


Executive Compensation


60Item 12


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


60Item 13


Certain Relationships and Related Transactions


60Item 14


Principal Accountant Fees and Services


60PART IVItem 15


Exhibits and Financial Statement Schedules


60SIGNATURES


63EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   1




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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
             2




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9001-2000
  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; 3




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
    Mechanical design;
    System Integration; and
    Compliance.    
    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
      Continuous focus on our cost structure. in-house
      One-Stop-Shop Solution Provider.
 4




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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. 5




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
    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 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 very low
    insertion loss. 6




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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.
  
    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.
    Switches.  Optical switches are devices that
    can direct optical signals to different end destinations.
    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. 7




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
    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




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SFP Transceivers
  CWDM Transceivers
    Bi-Directional Transceivers
    DWDM Transceivers
    GePON products
  Customers
   9




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Backlog
    Marketing,
    Sales and Customer Support
      Product
    Development
        Manufacturing
   10




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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;
    the effective integration of OCP;
    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




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Intellectual
    Property
          Employees
   12




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Financial
    Information About Geographic Areas
    Years Ended June 30,2008


2007


2006Revenues:United States

$
72,098


$
50,824


$
14,750Europe


23,664



19,779



14,020Asia


62,579



28,317



18,636Canada


17,912



8,579



7,440Totals

$
176,253


$
107,499


$
54,846     June 30,2008


2007United States

$
10,423


$
7,223Asia


23,783



21,385Europe






299Totals

$
34,206


$
28,907   Executive
    Officers
    Name

Age


PositionJoseph Y. Liu


57


Chief Executive Officer and DirectorThomas P. Keegan


54


PresidentShirley Yin


40


Chief Financial OfficerPeter Lee


34


Chief Operating OfficerRiver Gong


45


Senior Vice President, Worldwide SalesStephen M. Welles


40


Vice President, General Counsel and Secretary   Joseph Y. Liu,
  Thomas P. Keegan
 13




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Shirley Yin
  Peter Lee
  River Gong,
  Stephen M. Welles
  Directors
    Name

Age

PositionJoseph Y. Liu


57


Chief Executive Officer, President and DirectorLeonard J. LeBlanc


67


Chairman of the Board of DirectorsChieh Chang


56


DirectorJesse W. Jack


72


DirectorHua Lee


56


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




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Chieh Chang
  Jesse W. Jack
  Hua Lee
  Item 1A 
    Risk
    Factors    We
    have incurred significant 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.
      Our
    quarterly revenues and operating results may fluctuate
    significantly from quarter to quarter, which may cause our stock
    price to drop.
    
    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); 15




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
    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;
    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.  Our
    recent acquisition of OCP may prove unfavorable to us and our
    stockholders, because we may not realize expected benefits or
    synergies.
        We
    depend on the growth and success of the communications industry,
    which is subject to severe fluctuations in economic
    activity.
     16




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We
    expect volatility in our stock price, which could cause you to
    lose all or part of your investment.
    
    quarterly variations in our operating results;
    changes in financial estimates by securities analysts and 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.
    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.
     17




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If our
    customers do not approve our manufacturing processes and qualify
    our products, we will lose significant customer sales and
    opportunities.
      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.
   18




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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 we
    are unable develop new products and product enhancements that
    achieve market acceptance, our revenues could decline, which
    would harm our operating results.
   19




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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;
    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; 20




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
    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




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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.  Because
    none of our customers are obligated to purchase our products,
    they may cancel or defer their purchases at any time and on
    short notice, which could harm our operating
    results.
    
    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. 22




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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.
      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.
    If tax
    benefits available to our subsidiaries located in China are
    reduced or repealed or our China subsidiaries fail to meet the
    requirements for utilizing such tax benefits, our financial
    condition and operating results could suffer.
   23




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If we
    are unable to protect our proprietary technology, our ability to
    succeed will be harmed.
    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. A new labor contract law has been enacted
    in China.
   24




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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.
 25




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Form 10-K Form 10-K
  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.     26




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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;
    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           27




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Item 3.
    Legal
    Proceedings  IPO
    Litigation
  No. 01-CV-9904.
        IPO
    16(b) Claim
   28




---



##### Table of Contents



lock-up lock-up
  Oplink
    vs. O-Net
    Communications, et al.
  O-Net O-Net O-Net O-Net O-Net, O-Net
  Merlin
    Partners, LP vs. Optical Communication Products, Inc., et
    al.
  Form 8-K;
 29




---



##### 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 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   Fiscal 2007:Quarter ended June 30, 2007

$
18.03


$
13.85Quarter ended March 31, 2007

$
21.06


$
15.47Quarter ended December 31, 2006

$
22.36


$
19.00Quarter ended September 30, 2006

$
20.80


$
14.28    30




---



##### 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 6/30/03 in stock or index-including
    reinvestment of dividends.   Use of
    Proceeds From Sales of Registered Securities
  Form S-1 (No. 333-41506).
 31




---



##### Table of Contents



Repurchases
    of Equity Securities
    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  3


0







0



0(July 2  September 30, 2007)Month 4


1,363,184


$
14.50



1,363,184


$
20,233,832(October 1  October 28, 2007)Month 5


651,699


$
14.82



651,699


$
10,575,653(October 29  November 25, 2007)Month 6


705,604


$
14.32



705,604


$
471,404(November 26  December 30, 2007)Month 7


28,078


$
15.00



28,078



0(December 31, 2007  January 27, 2008)Months 8  12


0







0



0(January 28  June 29, 2008)Total


2,748,565


$
14.55



2,748,565



0   Rule 10b-18,
 32




---



##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K. Form 10-K.
  Years Ended June 30,2008


2007


2006


2005


2004(In thousands, except per share data)Consolidated Statements of Operations Data:Revenues

$
176,253


$
107,499


$
54,846


$
34,355


$
34,328Cost of revenues:Cost of revenues


140,539



78,588



39,121



24,709



22,736Stock compensation expense


456



315



248



27



177Total cost of revenues


140,995



78,903



39,369



24,736



22,913Gross profit


35,258



28,596



15,477



9,619



11,415Operating expenses:Research and development:Research and development


14,393



6,796



6,140



7,173



7,056Stock compensation expense


1,022



618



557



2



448Total research and development


15,415



7,414



6,697



7,175



7,504Sales and marketing:Sales and marketing


10,501



6,064



4,092



3,629



3,329Stock compensation expense


1,001



733



580



84



53Total sales and marketing


11,502



6,797



4,672



3,713



3,382General and administrative:General and administrative


14,268



7,102



6,300



6,160



6,619Stock compensation expense


5,452



3,045



1,279



110



1,011Total general and administrative


19,720



10,147



7,579



6,270



7,630Impairment charge and other costs


626











322



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


2,285



216



(72
)






452Merger fees


5,618



1,451







(904
)


In-process research and development










1,120







1,565Amortization of goodwill, intangible and other assets


1,519



222



72



185



56Total operating expenses


56,685



26,247



20,068



16,761



20,589(Loss) income from operations


(21,427
)


2,349



(4,591
)


(7,142
)


(9,174
)Interest and other income, net


7,518



9,666



7,030



4,591



2,665Gain (loss) on sale of assets


2,305



(18
)


(458
)


(96
)


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


(11,604
)


11,997



1,981



(2,647
)


(6,441
)Minority interest


5,891



1,418



30







Provision for income taxes


(1,045
)


(241
)


(73
)






Net (loss) income

$
(6,758
)

$
13,174


$
1,938


$
(2,647
)

$
(6,441
)Net (loss) income per share:Basic

$
(0.31
)

$
0.60


$
0.09


$
(0.13
)

$
(0.31
)Diluted

$
(0.31
)

$
0.57


$
0.09


$
(0.13
)

$
(0.31
)Shares used in per share calculation:Basic


21,533



22,071



21,353



21,153



20,783Diluted


21,533



22,942



22,184



21,153



20,783   33




---



##### Table of Contents



June 30,2008


2007


2006


2005


2004(In thousands)Consolidated Balance Sheet Data:Cash, cash equivalents, and short-term and long-term investments

$
142,081


$
227,878


$
188,280


$
186,133


$
190,443Working capital


159,696



254,076



138,276



132,260



137,268Total assets


268,740



368,389



237,955



228,273



232,941Long-term liabilities


989



207



30







104Total stockholders equity

$
238,270


$
269,775


$
227,140


$
218,571


$
219,740         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
     34




---



##### Table of Contents



REVENUES.
  COST OF REVENUES.
  RESEARCH AND DEVELOPMENT EXPENSES.
  SALES AND MARKETING EXPENSES.
  GENERAL AND ADMINISTRATIVE EXPENSES.
  STOCK COMPENSATION EXPENSE.
   35




---



##### Table of Contents



ACQUISITIONS. Form 10-K
  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      36




---



##### Table of Contents



Cash

$
79,379Fair value of assumed vested stock options


910Transaction costs


1,406Total purchase price

$
81,695     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,


June 30,2008


2007


2006Net revenues

$
176,253


$
170,598


$
120,655Net (loss) income

$
(12,104
)

$
(18,755
)

$
2,846Net (loss) income per shareBasic

$
(0.56
)

$
(0.82
)

$
0.13Diluted

$
(0.56
)

$
(0.82
)

$
0.12Shares used in per share calculationsBasic


21,533



22,864



22,210Diluted


21,533



22,864



23,041    37




---



##### Table of Contents



Use of
    Estimates and Critical Accounting Policies
      Revenue
    Recognition and Product Returns
    Depreciation
    and Amortization Expenses
    Accrued
    Warranty
   38




---



##### Table of Contents



Allowance
    for Doubtful Accounts
    Excess
    and Obsolete Inventory
    Impairment
    of Investments
    Long-Lived
    Asset Valuation
   39




---



##### Table of Contents



Business
    Combination
    95-3 (EITF 95-3).
    Income
    Taxes
      Stock
    Compensation
   40




---



##### Table of Contents



Loss
    Contingencies
    Results
    of Operations
  For Each
    of the Years Ended June 30, 2008, 2007 and 2006
  REVENUE
  Years Ended






Years EndedJune 30,



Percentage


June 30



Percentage2008

2007

Change

Change


2007

2006

Change

Change(In thousands, except percentages)Revenue

$
176,253


$
107,499


$
68,754



64.0
%


$
107,499


$
54,846


$
52,653



96.0
%        41




---



##### Table of Contents



GROSS
    PROFIT
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2008


2007


Change


Change



2007


2006


Change


Change(In thousands, except percentages)Gross profit

$
35,258


$
28,596


$
6,662



23.3
%


$
28,596


$
15,477


$
13,119



84.8
%Gross profit margin


20.0
%


26.6
%











26.6
%


28.2
%           RESEARCH
    AND DEVELOPMENT
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2008


2007


Change


Change



2007


2006


Change


Change(In thousands, except percentages)Research and development

$
15,415


$
7,414


$
8,001



107.9
%


$
7,414


$
6,697


$
717



10.7
%  42




---



##### Table of Contents



SALES AND
    MARKETING
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2008


2007


Change


Change



2007


2006


Change


Change(In thousands, except percentages)Sales and marketing

$
11,502


$
6,797


$
4,705



69.2
%


$
6,797


$
4,672


$
2,125



45.5
%       GENERAL
    AND ADMINISTRATIVE
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2008


2007


Change


Change



2007


2006


Change


Change(In thousands, except percentages)General and administrative

$
19,720


$
10,147


$
9,573



94.3
%


$
10,147


$
7,579


$
2,568



33.9
%    43




---



##### Table of Contents



STOCK
    COMPENSATION EXPENSE
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2008


2007


Change


Change



2007


2006


Change


Change(In thousands, except percentages)Stock compensation expense

$
7,931


$
4,711


$
3,220



68.4
%


$
4,711


$
2,664


$
2,047



76.8
%     change-in-control
     44




---



##### Table of Contents



IMPAIRMENT CHARGE AND OTHER COSTS.
    TRANSITIONAL COSTS FOR CONTRACT
    MANUFACTURING.
  MERGER FEES.
    IN-PROCESS RESEARCH AND DEVELOPMENT.
    AMORTIZATION OF INTANGIBLE AND OTHER
    ASSETS.
 45




---



##### Table of Contents



INTEREST
    AND OTHER INCOME, NET
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2008


2007


Change


Change



2007


2006


Change


Change(In thousands, except percentages)Interest and other income, net

$
7,518


$
9,666


$
(2,148
)


(22.2
)%


$
9,666


$
7,030


$
2,636



37.5
%     GAIN (LOSS) ON SALE OF ASSETS.
  MINORITY INTEREST.
      PROVISION FOR INCOME TAXES.
 46




---



##### Table of Contents



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


$



$
341     Accrued
    Restructuring Costs
        EITF 95-3.
 47




---



##### Table of Contents



June 30,2008Accrued RestructuringSeverance benefits

$
80Other acquisition related costs


290Total restructuring accruals


370Less: current portion


370Non-current portion

$
     Year EndedJune 30,2008Accrued restructuring beginning balance

$
Additions


3,183Cash payments


(2,813
)Accrued restructuring ending balance

$
370  48




---



##### Table of Contents



Quarterly
    Results of Operations
    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   49




---



##### Table of Contents



Three Months EndedJune 30,


Mar. 31,


Dec. 31,


Sept. 30,2007


2007


2006


2006(In thousands, except per share data)(Unaudited)Revenues

$
37,212


$
27,620


$
22,953


$
19,714Cost of revenues:Cost of revenues


28,085



20,515



16,497



13,491Stock compensation expense


106



69



75



65Total cost of revenues


28,191



20,584



16,572



13,556Gross profit


9,021



7,036



6,381



6,158Operating expenses:Research and development:Research and development


2,432



1,364



1,429



1,571Stock compensation expense


222



123



144



129Total research and development


2,654



1,487



1,573



1,700Sales and marketing:Sales and marketing


1,941



1,461



1,280



1,382Stock compensation expense


243



162



170



158Total sales and marketing


2,184



1,623



1,450



1,540General and administrative:General and administrative


2,367



1,464



1,772



1,499Stock compensation expense


965



641



717



722Total general and administrative


3,332



2,105



2,489



2,221Transitional costs for contract manufacturing


216











Merger fees


1,451











Amortization of intangible and other assets


117



35



35



35Total operating expenses


9,954



5,250



5,547



5,496(Loss) income from operations


(933
)


1,786



834



662Interest and other income, net


2,678



2,504



2,323



2,161(Loss) gain on sale of assets


(10
)


(8
)


(2
)


2Income before minority interest and provision for income taxes


1,735



4,282



3,155



2,825Minority interest


1,390



7



9



12Provision for income taxes


(116
)


(10
)


(33
)


(82
)Net income

$
3,009


$
4,279


$
3,131


$
2,755Net income per share:Basic

$
0.13


$
0.19


$
0.14


$
0.13Diluted

$
0.13


$
0.19


$
0.14


$
0.12Shares used in per share calculation:Basic


22,524



22,202



22,000



21,557Diluted


23,252



23,011



23,022



22,552     
    the availability of raw materials used in our products,
    increases in the price of these raw materials or to the extent a
    greater degree of the raw material content of our product is
    from third parties, which most likely would cause our gross
    profit margin to decline; 50




---



##### Table of Contents




    impact on our sales and margins as a result of our customers
    continued migration to contract manufacturers and the extent to
    which we engage in contract manufacturing activities, which most
    likely would cause our gross profit margin to decline;
    fluctuation in the mix of products sold towards products with
    lower margins such as ROADMs;
    fluctuations in demand for, and sales of, our products;
    changes in customer, geographic or product mix and the average
    selling prices of our products;
    economic conditions specific to the communications and related
    industries and the development and size of the markets for our
    products;
    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, is fixed in the short term;
    cancellations or delays of orders or shipment rescheduling by
    our customers;
    the lingering effects of the recent economic downturn and
    resulting uncertainty of the fiber optic industry;
    the ability of our manufacturing operations in China to timely
    produce and deliver products in the quantity and of the quality
    our customers require;
    our ability to successfully improve our manufacturing
    capabilities and achieve acceptable production yields in our
    facilities in China;
    the tendency of communications equipment suppliers to
    sporadically place large orders with short lead times;
    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;
    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;
    with respect to new products, a mismatching of research and
    development expenses and sales and marketing expenses that are
    incurred in one quarter with revenues that are not recognized,
    if at all, until a subsequent quarter when the new products are
    introduced and commercially accepted;
    costs associated with, and the outcomes of, any intellectual
    property or other litigation to which we are, or may become, a
    party;
    intense price competition together with general excess global
    production capacity has resulted in significant price erosion
    year after year, particularly as it relates to OCPs
    products; and
    the merger integration of OCP may challenge our operational
    infrastructure.    Liquidity
    and Capital Resources
   51




---



##### Table of Contents



Fiscal
    2008
               52




---



##### Table of Contents



start-up
    Fiscal
    2007
                Fiscal
    2006
   53




---



##### 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

$
17,520


$
17,520


$



$



$
Operating leases


1,052



612



327



113



Capital expenditure


2,143







2,122



21Total

$
20,715


$
18,132


$
2,449


$
134


$
   Recent
    Accounting Pronouncements
   54




---



##### Table of Contents



No. 142-3, (FSP 142-3). FSP 142-3 FSP 142-3 FSP 142-3 FSP 142-3
  No. 157-2, (FSP 157-2), FSP 157-2 FSP 157-2.
       55




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Exposure
     56




---



##### Table of Contents



Carrying


Average Rate


Carrying


Average RateValue at


of Return at


Value at


of Return atJune 30,


June 30,


June 30,


June 30,2008


2008


2007


2007(Annualized)





(Annualized)Investment Securities:Cash equivalents  variable rate

$
35,798



1.1
%

$
12,289



5.2
%Cash equivalents  fixed rate


19,933



0.0
%


4,137



5.3
%Short-term investments  variable rate


8,615



2.9
%


154



2.2
%Short-term investments  fixed rate


41,462



2.0
%


73,146



5.0
%Long-term investments  variable rate


5,003



2.4
%






0.0
%Long-term investments  fixed rate


15,000



3.0
%


42,978



8.1
%Total

$
125,811






$
132,704   Expected Fiscal Year Maturity Date2009


2010


Total


Fair ValueLong-term investments  variable rate

$



$
5,003


$
5,003


$
4,999Long-term investments  fixed rate






15,000



15,000



14,951Average interest rate






2.8
%


2.8
%   Foreign
    Currency Exchange Rate Exposure
        Item 8.
    Financial
    Statements and Supplementary Data  page F-1
  Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure   57




---



##### Table of Contents



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
    Item 9B.
    Other
    Information   58




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated
    Framework
                59




---



##### Table of Contents



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
   60




---



##### Table of Contents



Exhibits
  Exhibit No.

Description2
.1(1)

Agreement and Plan of Merger by and among Oplink Communications,
    Inc, Oplink Acquisition Corporation and Optical Communication
    Products, Inc, dated as of June 19, 2007.3
.1(2)

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s 1998 Stock Plan.10
.5(2)*

Oplink Form of Indemnity Agreement.10
.6(4)*

Form of Stock Option Agreement between Oplink and Chieh Chang,
    and Leonard LeBlanc.10
.7(6)*

Executive Corporate Event Agreement, dated March 21, 2003,
    by and between the Registrant and Joseph Y. Liu.10
.8(7)

Stock Purchase Agreement between Oplink Communications, Inc. and
    The Furukawa Electric Co., Ltd. dated April 22, 2007.10
.9(8)*

Form of Executive Corporate Event Agreement for River Gong,
    Thomas P. Keegan, Peter Lee, Stephen Wells, Yanfeng Yang and
    Shirley Yin.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
    Form 8-K
    filed on June 25, 2007 and incorporated herein by reference.(2)
    
    Previously filed as an Exhibit to the Registrants
    Registration Statement on
    Form S-1
    No. 333-41506,
    as amended, filed on September 20, 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. 61




---



##### Table of Contents



(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 April 23, 2007 and incorporated herein by
    reference.(8)
    
    Previously filed as an Exhibit to the Registrants Report
    on
    Form 8-K
    filed on September 4, 2008 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. 62




---



##### 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 12, 2008/s/  Shirley
    YinShirley
    Yin

Chief Financial Officer
    (Principal Financial and 
    Accounting Officer)

September 12, 2008/s/  Leonard
    J. LeBlancLeonard
    J. LeBlanc

Chairman of the Board

September 12, 2008/s/  Chieh
    ChangChieh
    Chang

Director

September 12, 2008/s/  Jesse
    W. JackJesse
    W. Jack

Director

September 12, 2008/s/  Hua
    LeeHua
    Lee

Director

September 12, 2008  63




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##### Table of Contents



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-46  F-1




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##### 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 30,2008


2007(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
72,001


$
111,600Short-term investments


50,077



73,300Accounts receivable, net


34,200



34,795Inventories


27,950



35,427Net assets held for sale






22,200Prepaid expenses and other current assets


4,949



6,412Total current assets


189,177



283,734Long-term investments


20,003



42,978Property, plant and equipment, net


34,206



28,907Goodwill and intangible assets, net


23,487



7,421Other assets


1,867



5,349Total assets

$
268,740


$
368,389LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
16,014


$
14,604Accrued liabilities


11,756



13,509Income tax payable


1,000



311Accrued transitional costs for contract manufacturing


341



1,234Restructuring accrual


370



Total current liabilities


29,481



29,658Non-current liabilities


989



207Total liabilities


30,470



29,865Commitments and contingencies (Note 15)Minority interest






68,749Stockholders equity:Common stock, $0.001 par value, 34,000,000 shares
    authorized; 20,729,935 and 23,167,521 shares issued and
    outstanding as of June 30, 2008 and 2007, respectively


21



23Additional paid-in capital


449,492



478,615Accumulated other comprehensive income


8,256



3,112Accumulated deficit


(219,499
)


(211,975
)Total stockholders equity


238,270



269,775Total liabilities and stockholders equity

$
268,740


$
368,389    F-3




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Years Ended June 30,2008


2007


2006(In thousands, except per share data)Revenues

$
176,253


$
107,499


$
54,846Cost of revenues:Cost of revenues


140,539



78,588



39,121Stock compensation expense


456



315



248Total cost of revenues


140,995



78,903



39,369Gross profit


35,258



28,596



15,477Operating expenses:Research and development:Research and development


14,393



6,796



6,140Stock compensation expense


1,022



618



557Total research and development


15,415



7,414



6,697Sales and marketing:Sales and marketing


10,501



6,064



4,092Stock compensation expense


1,001



733



580Total sales and marketing


11,502



6,797



4,672General and administrative:General and administrative


14,268



7,102



6,300Stock compensation expense


5,452



3,045



1,279Total general and administrative


19,720



10,147



7,579Impairment charge and other costs


626







Transitional costs for contract manufacturing and other costs


2,285



216



(72
)Merger fees


5,618



1,451



In-process research and development










1,120Amortization of intangible and other assets


1,519



222



72Total operating expenses


56,685



26,247



20,068(Loss) income from operations


(21,427
)


2,349



(4,591
)Interest and other income, net


7,518



9,666



7,030Gain (loss) on sale of assets


2,305



(18
)


(458
)(Loss) income before provision for income taxes


(11,604
)


11,997



1,981Minority interest


5,891



1,418



30Provision for income taxes


(1,045
)


(241
)


(73
)Net (loss) income

$
(6,758
)

$
13,174


$
1,938Net (loss) income per share:Basic

$
(0.31
)

$
0.60


$
0.09Diluted

$
(0.31
)

$
0.57


$
0.09Shares used in per share calculation:Basic


21,533



22,071



21,353Diluted


21,533



22,942



22,184    F-4




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##### Table of Contents





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





Deferred


Other





TotalCommon Stock


Paid in


Treasury


Stock


Comprehensive


Accumulated


StockholdersShares


Amount


Capital


Stock


Compensation


Income (Loss)


Deficit


Equity(In thousands, except share data)Balance at June 30, 2005


21,251,873


$
21


$
445,612


$



$
(37
)

$
62


$
(227,087
)

$
218,571Exercise of stock options


180,433



1



1,959



















1,960Issuance of common stock from ESPP


90,931







803



















803Repurchase of common stock


(1,248
)










(11
)














(11
)Reclassification of deferred stock compensation balance










(37
)






37











Stock compensation










2,672



















2,672Tax benefit arising from disqualifying dispositions of stock
    options










21



















21Components of comprehensive income:Net income


























1,938



1,938Change in cumulative translation adjustments






















1,293







1,293Change in unrealized loss on investments






















(107
)






(107
)Total comprehensive income






























3,124Balance 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 option in connection with acquisition


857,258



1



14,216



















14,217Retirement of treasury stock










(11
)


11















Stock 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 and retirement of common stock


(2,748,565
)


(3
)


(39,997
)


















(40,000
)Forfeiture of restricted stock


(291
)


























Stock 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 loss: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
)

$
238,270    F-5




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##### Table of Contents





OPLINK
    COMMUNICATIONS, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended June 30,2008


2007


2006(In thousands)Cash flows from operating activities:Net (loss) income

$
(6,758
)

$
13,174


$
1,938Adjustments to reconcile net (loss) income to net cash provided
    by operating activities:Depreciation and amortization of property, plant and equipment


7,107



4,918



6,169Amortization of intangible and other assets


3,342



519



217Stock compensation expense


7,931



4,711



2,664Inventory charges


7,274







Amortization of (discount) premium on investments


(687
)


112



241(Gain) loss on sale or disposal of assets


(2,305
)


18



458In-process research and development










1,120Impairment charge and other costs


626







Transitional costs of contract manufacturing and other costs






216



(72
)Minority interest in loss of consolidated subsidiaries


(5,891
)


(1,418
)


(30
)Tax benefit arising from disqualifying dispositions of stock
    options


69



222



21Other


556



61



(1
)Change in assets and liabilities:Accounts receivable


1,736



(12,185
)


(6,024
)Inventories


(3,090
)


(1,236
)


(328
)Prepaid expenses and other current assets


2,041



203



(403
)Other assets


109



775



156Accounts payable


1,001



2,331



487Accrued liabilities and accrued restructuring costs


(5,342
)


244



(830
)Net cash provided by operating activities


7,719



12,665



5,783Cash flows from investing activities:Purchases of available-for-sale investments


(148,547
)


(59,625
)


(46,030
)Sales and maturities of available-for-sale investments


130,540



83,741



63,266Purchases of held-to-maturity investments


(29,623
)


(62,633
)


(77,285
)Sales and maturities of held-to-maturity investments


94,700



127,540



37,000Proceeds from sales of property and equipment


27,338



12



130Purchases of property, plant and equipment


(8,014
)


(2,635
)


(1,662
)Sales of cost investments


5,000







Purchases of cost investments


(400
)






Acquisition of businesses, net of cash acquired


(81,445
)


(3,917
)


(5,871
)Net cash (used in) provided by investing activities


(10,451
)


82,483



(30,452
)Cash flows from financing activities:Proceeds from issuance of common stock


3,127



8,550



2,763Repurchase of common stock


(40,000
)






(11
)Net cash (used in) provided by financing activities


(36,873
)


8,550



2,752Effect of exchange rate changes on cash


6



46



63Net (decrease) increase in cash and cash equivalents


(39,599
)


103,744



(21,854
)Cash and cash equivalents, beginning of year


111,600



7,856



29,710Cash and cash equivalents, end of year

$
72,001


$
111,600


$
7,856Supplemental disclosures of cash flow information:Cash paid during the period for income taxes

$
531


$
138


$
25Cash paid during the period for interest

$



$
18


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

$
910


$
14,217


$
Change in unrealized gain (loss) on investments

$
23


$
52


$
(107
)Tax liability arising from the adoption of FIN 48

$
766


$



$
    F-6




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 1 
    THE COMPANY:
  The
    Company
          Risks
    and uncertainties
    Fiscal
    year
    Reclassifications
   F-7




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 2 
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES:  Basis
    of presentation
  non-U.S. subsidiaries
      Use of
    estimates
    Cash
    and cash equivalents
    Investments
   F-8




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    recognition
          Foreign
    currency translations
    Fair
    value of financial instruments
  and/or
  Concentration
    of credit risk
     F-9




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended June 30,2008


2007


2006Customer A


25
%


33
%


*Customer B


14
%


12
%


21
%Customer C


*



*



12
%     *
    
    Less than 10%.        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
    Long-lived
    assets
      Goodwill
    and 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
  Summary
   F-12




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years Ended June 30,2008


2007


2006Stock-based compensation expense by type of award:Employee stock options

$
7,011


$
4,252


$
2,227Restricted stock awards


266



83



Employee stock purchase plan


654



376



445Net change of amounts capitalized as inventory










(8
)Total stock-based compensation


7,931



4,711



2,664Tax effect on stock-based compensation










Net effect on net (loss) income

$
7,931


$
4,711


$
2,664Effect on net (loss) income per share:Basic

$
(0.37
)

$
(0.21
)

$
(0.12
)Diluted

$
(0.37
)

$
(0.21
)

$
(0.12
)   Stock
    Compensation Expense
  catch-up
      Valuation
    Assumptions
   F-13




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended June 302008


2007


2006Risk-free interest rate


3.35
%


4.73
%


4.73
%Expected term


4.5 years



4.6 years



4.7 yearsExpected dividends


0
%


0
%


0
%Volatility


46
%


48
%


47
%     Years Ended June 302008


2007


2006Risk-free interest rate


2.87
%


4.83
%


4.44
%Expected term


1.3 years



1.3 years



1.3 yearsExpected dividends


0
%


0
%


0
%Volatility


48
%


47
%


45
%   24-month
    Equity
    Incentive Program
   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, 2005


4,790,277



3,063,489


$
14.5481Options granted


(1,075,567
)


1,075,567



17.7316Options exercised






(180,433
)


10.8641Options canceled


317,294



(317,294
)


19.5404Expired(1)


(5,837
)






Balance, 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(2)


(1,485,366
)


1,465,632



11.8119Converted from OCP options(3)


(594,679
)


594,679



28.3498Options exercised






(175,992
)


11.6157Options canceled


1,244,988



(1,244,988
)


23.0357Expired(4)


(413,747
)






Balance, June 30, 2008


3,561,060



4,088,567


$
14.6000     (1)
    
    The Companys 1995 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.  (2)
    
    The number of options and awards granted in the year ended
    June 30, 2008 include 19,734 stock awards.(3)
    
    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.(4)
    
    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. F-15




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Options Outstanding at June 30, 2008


Options Vested and Exercisable at June 30, 2008Weighted











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)$ 0.0001 - $  2.00


16,364



0.6


$
0.92


$
153



16,364



0.6


$
0.92


$
153$ 3.0001 - $  5.00


485,834



4.1



4.60



2,748



485,834



4.1



4.60



2,748$ 5.0001 - $ 10.00


409,287



4.2



6.00



1,746



409,287



4.2



6.00



1,746$10.0001 - $ 11.00


665,277



9.1



10.10



119



121,539



6.8



10.13



26$11.0000 - $ 13.00


400,114



8.9



12.22







77,095



6.5



12.54



$13.0001 - $ 15.00


627,301



8.3



13.46







166,143



6.2



13.75



$15.0001 - $ 17.00


93,954



8.4



16.94







39,207



8.2



16.88



$17.0001 - $ 19.00


378,878



6.3



18.05







236,359



5.4



18.06



$19.0001 - $ 20.00


97,650



7.8



19.64







47,788



7.4



19.59



$20.0001 - $ 21.00


759,105



8.0



20.24







378,312



7.9



20.25



$21.0001 - $ 37.00


77,678



2.6



31.09







77,108



2.5



31.11



$40.0001 - $158.00


77,125



2.3



88.19







77,125



2.3



88.19



4,088,567



7.1


$
14.60


$
4,766



2,132,161



5.4


$
14.97


$
4,672Vested and expected to vest


3,732,805



6.7


$
11.47


$
4,750         Employee
    Stock Purchase Plan
     F-16




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock
    compensation related to OCP stock recorded in fiscal
    2007
    Employee
    Stock Purchase Plan
    Restricted
    Stock Awards
      paid-in-capital change-in-control
  Derivative
    financial instruments and hedging activities
   F-17




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Comprehensive
    income (loss)
    June 30,2008


2007Accumulated other comprehensive income:Cumulative translation adjustment

$
8,244


$
3,123Unrealized gain (loss) on investments, net


12



(11
)$
8,256


$
3,112   Net
    (loss) income per share
    Years Ended June 30,2008


2007


2006Numerator:Net (loss) income

$
(6,758
)

$
13,174


$
1,938Denominator:Weighted average shares outstanding  basic


21,533



22,071



21,353Effect of dilutive potential shares






871



831Weighted average shares outstanding  diluted


21,533



22,942



22,184Net (loss) income per share  basic

$
(0.31
)

$
0.60


$
0.09Net (loss) income per share  diluted

$
(0.31
)

$
0.57


$
0.09Antidilutive stock options not included in net income (loss) per
    share calculation


4,089



1,600



2,184  F-18




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recently
    issued accounting standards
    No. 142-3, (FSP 142-3). FSP 142-3 No. 142-3
  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   F-20




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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   June 30, 2007Gross


GrossCarrying


Amortized


Unrealized


Unrealized


EstimatedValue


Cost


Gains


Losses


Fair ValueShort-term investments:Certificates of deposit

$
75


$
75


$



$



$
75Obligations of states and political subdivisions


79



79











79Corporate securities


16,152



16,165







(24
)


16,141United States government agencies


56,994



56,996







(94
)


56,902Total short-term investments


73,300



73,315







(118
)


73,197Long-term investments:Corporate securities


7,438



7,438







(30
)


7,408United States government agencies


35,540



35,536



6



(32
)


35,510Total long-term investments


42,978



42,974



6



(62
)


42,918Total investments

$
116,278


$
116,289


$
6


$
(180
)

$
116,115  F-21




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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   June 30, 2007Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueAvailable-for-sale investments:Certificates of deposit

$
75


$



$



$
75Obligations of states and political subdivisions


79











79Corporate securities


10,932







(13
)


10,919United States government agencies


12,536



6



(4
)


12,538Total available-for-sale investments


23,622



6



(17
)


23,611Held-to-maturity investments:Corporate securities


12,671







(41
)


12,630United States government agencies


79,996







(122
)


79,874Total held-to-maturity investments


92,667







(163
)


92,504Total investments

$
116,289


$
6


$
(180
)

$
116,115    F-22




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    June 30, 2008In Loss Position


In Loss Position< 12 Months


12 Months and Longer


Total in Loss PositionGross





Gross





GrossFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses


Value


LossesAvailable-for-sale investments:Corporate securities

$
13,955


$
(15
)

$



$



$
13,955


$
(15
)United States government agencies


998



(2
)










998



(2
)Total available-for-sale investments


14,953



(17
)










14,953



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


4,616



(3
)










4,616



(3
)United States government agencies


14,939



(64
)










14,939



(64
)Total held-to-maturity investments


19,555



(67
)










19,555



(67
)Total investments in loss position

$
34,508


$
(84
)

$



$



$
34,508


$
(84
)   June 30, 2007In Loss Position


In Loss Position< 12 Months


12 Months and Longer


Total in Loss PositionGross





Gross





GrossFair


Unrealized


Fair


Unrealized


Fair


UnrealizedValue


Losses


Value


Losses


Value


LossesAvailable-for-sale investments:Corporate securities

$
10,920


$
(13
)

$



$



$
10,920


$
(13
)United States government agencies


2,656



(4
)










2,656



(4
)Total available-for-sale investments


13,576



(17
)










13,576



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


12,630



(41
)










12,630



(41
)United States government agencies


34,960



(41
)


39,918



(81
)


74,878



(122
)Total held-to-maturity investments


47,590



(82
)


39,918



(81
)


87,508



(163
)Total investments in loss position

$
61,166


$
(99
)

$
39,918


$
(81
)

$
101,084


$
(180
)  F-23




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    June 30, 2008


June 30, 2007Amortized


Estimated


Amortized


EstimatedCost


Fair Value


Cost


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

$
42,399


$
42,411


$
13,087


$
13,072Due in one year to five years














Due in five years to ten years










1,133



1,133Due after ten years










9,402



9,406Total available-for-sale investments


42,399



42,411



23,622



23,611Held-to-maturity investments:Due in one year or less


7,666



7,679



60,228



60,126Due in one year to five years


20,003



19,950



32,439



32,378Total held-to-maturity investments


27,669



27,629



92,667



92,504Total investments

$
70,068


$
70,040


$
116,289


$
116,115   NOTE 4 
    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


$



$
341    F-24




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 5 
    ACCRUED
    RESTRUCTURING COSTS        EITF 95-3.
  June 30,2008Accrued RestructuringSeverance benefits

$
80Other acquisition related costs


290Total restructuring accruals


370Less: current portion


370Non-current portion

$
     Year EndedJune 30, 2008Accrued restructuring beginning balance

$
Additions


3,183Cash payments


(2,813
)Accrued restructuring ending balance

$
370   NOTE 6 
    ACQUISITIONS  Acquisitions
    in fiscal 2008
  change-in-control
 F-25




---



##### Table of Contents



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

$
47,503Net fixed assets


5,946Other net assets


11,299Identifiable intangible assets


6,692Goodwill


10,255Total purchase price

$
81,695    F-26




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year EndedJune 30,


June 30,


June 30,2008


2007


2006Net revenues

$
176,253


$
170,598


$
120,655Net (loss) income

$
(12,104
)

$
(18,755
)

$
2,846Net (loss) income per shareBasic

$
(0.56
)

$
(0.82
)

$
0.13Diluted

$
(0.56
)

$
(0.82
)

$
0.12Shares used in per share calculationsBasic


21,533



22,864



22,210Diluted


21,533



22,864



23,041     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     Acquisitions
    in fiscal 2006
   F-28




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        F3


FibercomCash

$
4,615


$
2,000Transaction costs


40



16Purchase price


4,655



2,016Liabilities assumed


800



Total purchase price and liabilities assumed

$
5,455


$
2,016Assets acquired:Cash and cash equivalents

$
279


$
Short-term investments


1,198



Other current assets


246



218Fixed assets


338



1,568Other non-current assets


593



In-process research and development


1,120



Customer relationships


163



90Trade name


163



Technology


871



50Goodwill


484



90Total

$
5,455


$
2,016      F-29




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    first-mile
      Year EndedJune 30, 2006Net revenues

$
58,648Net income (loss)

$
820Net income (loss) per share:Basic

$
0.04Diluted

$
0.04Shares used in per share calculation:Basic


21,353Diluted


22,184       NOTE 7 
    NET
    ASSETS HELD FOR SALE AND OTHER ASSETS   F-30




---



##### Table of Contents



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


Gross


AccumulatedJune 30, 2007

Useful Life


Amount


Amortization


Net(In years)Patents


5


$
400


$
373


$
27Technology


3-6.5



5,216



1,040



4,176Trade name


3-6



570



97



473Customer relationships


3-4



2,380



252



2,128Backlog


1



52



9



43Total





$
8,618


$
1,771


$
6,847     Years Ended June 30,Reported as:

2008


2007


2006Cost of revenues

$
1,823


$
297


$
145Operating expenses


1,519



222



72Total

$
3,342


$
519


$
217  F-31




---



##### Table of Contents



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

Amount2009

$
3,8122010


3,7822011


3,6772012


1,0662013


260After 2013


61$
12,658             NOTE 9 
    OTHER
    INVESTMENTS  start-up
   F-32




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 10 
    BALANCE
    SHEET COMPONENTS (IN THOUSANDS)  June 30,2008


2007Accounts receivable, net:Accounts receivable

$
34,643


$
35,125Less: Allowance for doubtful accounts


(443
)


(330
)$
34,200


$
34,795Inventories:Raw materials

$
19,720


$
21,156Work-in-process


8,230



10,159Finished goods






4,112$
27,950


$
35,427Property, plant and equipment, net:Production and engineering equipment

$
51,134


$
57,623Computer hardware and software


7,348



9,023Building and leasehold improvements


20,538



15,985Land


1,949



1,949Construction in progress


39



1,10581,008



85,685Less: Accumulated depreciation and amortization


(46,802
)


(56,778
)$
34,206


$
28,907Accrued liabilities:Payroll and related expenses

$
3,388


$
6,205Accrued sales commission


465



778Accrued warranty


286



445Accrued professional fees


1,473



1,195Acquisition costs


13



620Accrued sales return


594



562Advance deposits from customers


239



433Other


5,298



3,271$
11,756


$
13,509   NOTE 11 
    ACCRUED
    WARRANTY   F-33




---



##### 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

$
286   NOTE 12 
    INCOME
    TAXES  non-U.S. loss non-U.S. income
  Years Ended June 30,2008


2007


2006Current tax expense:Federal

$
525


$
164


$
73State


134



65



Foreign


386



12



$
1,045


$
241


$
73Deferred tax benefit:Federal

$



$



$
State










Foreign










$



$



$
  F-34




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    June 30,2008


2007Deferred tax assets:Net operating loss carryforwards

$
42,029


$
46,758Accruals and reserves


13,152



9,851Research and development credit carryforwards


8,824



8,308Gross deferred tax assets


64,005



64,917Valuation allowance


(59,397
)


(62,554
)Net deferred tax assets


4,608



2,363Deferred tax liability


(4,176
)


(1,931
)Total net deferred tax assets

$
432


$
432       June 30,2008


2007


2006Tax at federal statutory rate


35
%


34
%


34
%State, net of federal benefit


(1
)%






Research credit carryforward










(1
)%Stock compensation


(9
)%


6
%


28
%In-process research and development










19
%Acquired intangibles










17
%Foreign rate differences


7
%


(16
)%


(32
)%Deferred tax assets not benefitted


53
%


36
%


(60
)%Purchase accounting adjustments


(16
)%


(48
)%


Permanent differences and trueups


(2
)%


(9
)%


Unbenefitted pre-acquisition losses


(58
)%






Minority Interest


(18
)%






Other


(1
)%


(1
)%


(1
)%Effective tax rate


(9
)%


2
%


4
%      F-35




---



##### Table of Contents



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

$
766Additions based on tax positions related to the current year


Reductions based on tax positions related to prior years


Settlements


Balance at June 30, 2008

$
766  F-36




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 13 
    STOCKHOLDERS
    EQUITY  Authorized
    shares
      Purchase
    Rights Plan
    Repurchase
    of common stock
   F-37




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Acquisition
    of Optical Communication Products
  lock-up lock-up
    NOTE 14 
    RELATED
    PARTY TRANSACTIONS  Investor
    Rights Agreement
  No. 00-19,
  Loans
    to Officers
   F-38




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE 15 
    COMMITMENTS
    AND CONTINGENCIES  Indemnification
    Agreements
      Purchase
    Obligations
   F-39




---



##### Table of Contents



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

$
6122010


2592011


682012


682013


45$
1,052     Capital
    Expenditure
    Litigation
  IPO
    Securities Litigation
  No. 01-CV-9904.
     F-40




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##### 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
 F-41




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  O-Net O-Net, O-Net
  Merlin
    Partners, LP vs. Optical Communication Products, Inc., et
    al.
  Form 8-K;
    NOTE 16 
    SEGMENT
    REPORTING  and/or
    Years Ended June 30,2008


2007


2006Revenues:United States

$
72,098


$
50,824


$
14,750Europe


23,664



19,779



14,020Asia


62,579



28,317



18,636Canada


17,912



8,579



7,440Totals

$
176,253


$
107,499


$
54,846  F-42




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    June 30,2008


2007United States

$
10,423


$
7,223Asia


23,783



21,385Europe






299Totals

$
34,206


$
28,907   NOTE 17 
    401(K)
    PLAN      NOTE 18 
    SUBSEQUENT
    EVENTS    Rule 10b-18,
 F-43




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 19 
    QUARTERLY
    FINANCIAL DATA (UNAUDITED)  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   F-44




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Three Months EndedJune 30,


Mar. 31,


Dec. 31,


Sept. 30,2007


2007


2006


2006(In thousands, except per share data)(Unaudited)Revenues

$
37,212


$
27,620


$
22,953


$
19,714Cost of revenues:Cost of revenues


28,085



20,515



16,497



13,491Stock compensation expense


106



69



75



65Total cost of revenues


28,191



20,584



16,572



13,556Gross profit


9,021



7,036



6,381



6,158Operating expenses:Research and development:Research and development


2,432



1,364



1,429



1,571Stock compensation expense


222



123



144



129Total research and development


2,654



1,487



1,573



1,700Sales and marketing:Sales and marketing


1,941



1,461



1,280



1,382Stock compensation expense


243



162



170



158Total sales and marketing


2,184



1,623



1,450



1,540General and administrative:General and administrative


2,367



1,464



1,772



1,499Stock compensation expense


965



641



717



722Total general and administrative


3,332



2,105



2,489



2,221Transitional costs for contract manufacturing


216











Merger fees


1,451











Amortization of intangible and other assets


117



35



35



35Total operating expenses


9,954



5,250



5,547



5,496(Loss) income from operations


(933
)


1,786



834



662Interest and other income, net


2,678



2,504



2,323



2,161(Loss) gain on sale of assets


(10
)


(8
)


(2
)


2Income before minority interest and provision for income taxes


1,735



4,282



3,155



2,825Minority interest


1,390



7



9



12Provision for income taxes


(116
)


(10
)


(33
)


(82
)Net income

$
3,009


$
4,279


$
3,131


$
2,755Net income per share:Basic

$
0.13


$
0.19


$
0.14


$
0.13Diluted

$
0.13


$
0.19


$
0.14


$
0.12Shares used in per share calculation:Basic


22,524



22,202



22,000



21,557Diluted


23,252



23,011



23,022



22,552  F-45




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##### Table of Contents



Schedule II



Oplink
    Communications, Inc.



Valuation
    and Qualifying Accounts

For the
    Years ended June 30, 2008, 2007 and 2006  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, 2008

$
330


$



$
113


$



$
443Year Ended June 30, 2007

$
178


$
154


$
3


$
5


$
330Year Ended June 30, 2006

$
144


$



$
87


$
53


$
178Accrued transitional cost for contract manufacturingYear Ended June 30, 2008

$
1,234


$



$
2,185


$
3,078


$
341Year Ended June 30, 2007

$



$
1,232


$
216


$
214


$
1,234Year Ended June 30, 2006

$
63


$



$



$
63


$
Accured sales returnsYear Ended June 30, 2008

$
562


$



$
32


$



$
594Year Ended June 30, 2007

$
240


$
273


$
49


$



$
562Year Ended June 30, 2006

$
390


$



$
(150
)

$



$
240     (1)
    
    Deductions represent costs charged or amounts written off
    against the reserve or allowance. F-46