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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 July
    1, 2007oro

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
  o þ o
  Rule 12b-2 o þ
      Documents
    Incorporated by Reference:




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##### 



OPLINK
    COMMUNICATIONS, INC.
  Form 10-K
 July 1,
    2007
  
  TABLE OF
    CONTENTS
  PART IItem 1


Business


2Item 1A


Risk
    Factors


17Item 1B


Unresolved Staff
    Comments


38Item 2


Properties


38Item 3


Legal
    Proceedings


39Item 4


Submission of
    Matters to a Vote of Security Holders


40PART IIItem 5


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


40Item 6


Selected Financial
    Data


42Item 7


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


43Item 7A


Quantitative and
    Qualitative Disclosures About Market Risk


63Item 8


Financial
    Statements and Supplementary Data


64Item 9


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


65Item 9A


Controls and
    Procedures


65Item 9B


Other
    Information


65PART IIIItem 10


Directors and
    Executive Officers of the Registrant


67Item 11


Executive
    Compensation


67Item 12


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


67Item 13


Certain
    Relationships and Related Transactions


67Item 14


Principal
    Accountant Fees and Services


67PART IVItem 15


Exhibits and
    Financial Statement Schedules


67SIGNATURES


70EXHIBIT 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, www.sec.gov 1-800-SEC-0330.
      Our
    Solution
    Class-10K
    
    Optic-centric design;
    Electrical system design;
    Software and firmware development; 3




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
    Thermal management;
    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 & firmware design
    services to its 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
    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.  Oplink leverages its 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.
     4




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One-Stop-Shop.
    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 5




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multiplexer is an integrated optical module or subsystem that
    combines two or more wavelengths, at a channel spacing that is
    many times wider than for standard DWDM channel spacing for
    multiplexing or demultiplexing.  
    Band Wavelength
    Division Multiplexers.  Band wavelength
    division multiplexer, or BWDM, products help manage multiple
    International Telecommunication Union, or ITU, channels within
    multiplexer/demultiplexer (Mux/Demux) or optical add/drop
    applications. Our BWDMs pass a band of channels while isolating
    the channels adjacent to the band of channels sent. BWDM
    products facilitate the design of flexible (pay as 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
    simultaneous sources 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 fiber 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.
    WDM Pump/Signal Combiners.  Micro-optic WDM
    pump/signal combiners are components that provide 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.
    Reflected light can interfere with a lasers process and
    create noise, which can impair system performance in optical
    networks. 6




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
    Tap Couplers.  Tap couplers transfer optical
    signals between fibers. They are widely used for system
    monitoring purposes and have very low insertion loss, or the
    power loss incurred when adding additional components to a fiber
    cable.  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 performance 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 wavelengths 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.
  
    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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
    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.
    Circulators.  Circulators consist of
    sophisticated micro-optic components that are used to direct
    optical signals between different fibers. Circulators are also
    used in optical amplifying applications and used 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 signal to achieve equalization of the
    spectrum or blocking specific channel.
    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.  OCPs
    Product Portfolio
        Transmitters and Receivers
 8




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




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Customers
      Backlog
    Marketing,
    Sales and Customer Support
       10




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Product
    Development
        Manufacturing
             11




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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;
    availability, performance and reliability of our products;
    our ability to participate in the growth of emerging
    technologies;
    the ability to win designs through prototyping;
    established relationships with key customers;
    ability to provide technical design support;
    the compatibility of our products with existing communications
    networks;
    manufacturing capacity and capability; and
    our financial strength.     12




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Intellectual
    Property
                O-Net
 13




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Employees
      Financial
    Information About Geographic Areas
    Years Ended June 30,2007


2006


2005Revenues:United States

$
50,824


$
14,750


$
5,323Europe


19,779



14,020



6,905Asia


28,317



18,636



11,255Canada


8,579



7,440



10,872Totals

$
107,499


$
54,846


$
34,355     June 30,2007


2006United States

$
7,223


$
5,604Asia


21,385



17,839Europe


299



Totals

$
28,907


$
23,443  14




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Executive
    Officers
    Name

Age

PositionJoseph Y. Liu


56


Chief Executive Officer, President
    and DirectorShirley Yin


39


Chief Financial OfficerChi-Min (James) Cheng


61


General Manager, China/MacauRiver Gong


44


Vice President, SalesThomas P. Keegan


53


General Counsel and Vice-President
    of Business DevelopmentRobert Shih


43


Vice President and OCP LiaisonYangfeng Yang


44


Vice President of Operations   Joseph Y. Liu,
  Shirley Yin
  Chi-Min (James) Cheng
  River Gong
  Thomas P. Keegan
  Robert Shih
 15




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Yangfeng Yang
  Directors
    Name

Age

PositionJoseph Y. Liu


56


Chief Executive Officer, President
    and DirectorLeonard J. LeBlanc


66


Chairman of the Board of DirectorsChieh Chang


55


DirectorJesse W. Jack


71


DirectorHua Lee


55


Director   Joseph Y. Lius
  Leonard J. LeBlanc
  Chieh Chang
  Jesse W. Jack
 16




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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.
        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.
       17




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Our
    ROADM Optical Switching and Routing product is a new product
    that has accounted for a significant proportion of our recent
    revenue growth. A decline in the price of, or demand for, our
    ROADM product, our failure to achieve broader market acceptance,
    or the introduction of competing products by competitors, could
    harm our revenues and operating results. Further, even if
    revenue from our ROADM product remains strong, our overall gross
    margins will continue to be negatively affected by sales of our
    ROADM product.
      If we
    are unable to successfully integrate acquired businesses or
    technologies, our operating results may be harmed. The recent
    acquisition of a 58% stake in OCP is our largest ever
    acquisition and may substantially challenge Oplinks
    management infrastructure
    
    additional operating expenses without additional revenues;
    potential dilutive issuances of equity securities;
    the incurrence of debt and contingent liabilities;
    amortization of other intangibles;
    research and development write-offs; and
    other acquisition-related expenses. 18




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
    problems assimilating the purchased operations, technologies or
    products;
    unanticipated costs associated with the acquisition;
    diversion of managements attention from our core business;
    adverse effects on existing business relationships with
    suppliers and customers;
    risks associated with entering markets in which we have no or
    limited prior experience; and
    potential loss of key employees of purchased organizations.    Our
    wavelength expansion products have accounted for a significant
    proportion of our revenues, and our revenues could be harmed if
    the price of, or demand for these products further declines or
    if these products fail to achieve broader market
    acceptance.
   19




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The
    optical networking component industry is experiencing declining
    average selling prices, which could cause our gross margins to
    decline and harm our operating results.
      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 at any
    time without penalty;
    are free to purchase products from our competitors;
    are not required to make minimum purchases; and
    may cancel orders that they place with us.    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.
     20




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If we
    are unable to generate adequate additional revenue as a result
    of the expansion of our sales operations, our competitive
    position may be harmed and our revenue or margins may
    decline.
    If our
    customers do not approve our manufacturing processes and qualify
    our products, we will lose significant customer sales and
    opportunities.
       21




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Our
    quarterly revenues and operating results are difficult to
    predict and may continue to fluctuate significantly from quarter
    to quarter and, therefore, may vary from public market
    analysts or investors expectations, which could
    cause our stock price to drop.
    
    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;
    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; and
    costs associated with, and the outcomes of, any intellectual
    property or other litigation to which we are, or may become, a
    party. 22




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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.   23




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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.
    If we
    do not achieve acceptable manufacturing yields in a
    cost-effective manner, or if we are required to develop new
    manufacturing processes to improve our yields, our operating
    results would be impaired.
    OCPs
    transition of manufacturing operations from California and
    Taiwan to SAE in China is subject to risks and
    uncertainties.
        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.
   24




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
    loss of customers;
    loss of or delay in revenues;
    loss of market share;
    damage to our brand and reputation;
    inability to attract new customers or achieve market acceptance;
    diversion of development resources;
    increased service and warranty costs;
    legal actions by our customers; and
    increased insurance costs.    We
    depend on the growth and success of the communications industry,
    which is subject to severe fluctuations in economic activity and
    is also experiencing consolidation and realignment, as well as a
    trend towards outsourced manufacturing.
           25




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Because
    we depend on third parties to supply some of our raw materials
    and equipment, we may not be able to obtain sufficient
    quantities of these materials and equipment, or these materials
    may become unavailable due to technological changes, which could
    limit our ability to fill customer orders and harm our operating
    results.
         26




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We
    compete in a highly competitive industry, and if we are unable
    to compete successfully or develop new products and product
    enhancements that achieve market acceptance, our revenues could
    decline, which would harm our operating results.
         27




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The
    market for our products is characterized by rapid technological
    changes and evolving industry standards. If we do not respond to
    the changes in a timely manner, our products likely will not
    achieve market acceptance.
        If our
    liability for U.S. and foreign taxes is greater than we have
    anticipated and reserved for, our operating results may
    suffer.
  non-U.S. tax
   28




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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, such as the recent earthquake that damaged several
    undersea fiber-optic cables responsible for Internet and
    telephone connections with parts of China;
    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.       29




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We are
    exposed to currency rate fluctuations and exchange controls that
    could adversely impact our operating results.
           30




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##### Table of Contents



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.
    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.
     31




---



##### Table of Contents



O-Net O-Net
  O-Net O-Net
  O-Net
    
    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 money damages; or
    redesign the products that use the technology.      We are
    the target of a securities class action complaint and are at
    risk of securities class action litigation, which could result
    in costs and divert management attention and
    resources.
  In re Oplink
    Communications, Inc. Initial Public Offering Securities
    Litigation No. 01-CV-9904.
 32




---



##### Table of Contents



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.
   33




---



##### Table of Contents



Because
    some of our third-party sales representatives and distributors
    carry products of one or more of our competitors, they may not
    recommend our products over competitors
    products.
    Our
    failure to comply with governmental regulations could subject us
    to liability.
       34




---



##### Table of Contents



Enacted
    and proposed changes in securities laws and regulations have
    increased and are likely to continue to increase our
    costs.
    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.
 35




---



##### Table of Contents



Form 10-K Form 10-K
  Changes
    in existing financial accounting standards or practices may
    adversely affect our results of operations.
    Because
    of the rapid changes taking place in the fiber optics industry,
    we expect to experience significant volatility in our stock
    price, which could cause you to lose all or part of your
    investment.
    
    economic downturn in the fiber optics industry;
    preannouncement of financial results; 36




---



##### Table of Contents




    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;
    the outcome of, and costs associated with, any litigation to
    which we are or may become a party;
    additions or departures of key management or engineering
    personnel; and
    future sales of our common stock.    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.      Uncertainties
    arising out of terrorist activities, resulting military actions
    and other factors could adversely affect our business and
    operating results.
   37




---



##### Table of Contents



non-U.S.-citizen non-U.S.-citizen
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties               38




---



##### Table of Contents



Item 3.
    Legal
    Proceedings  In re Oplink
    Communications, Inc. Initial Public Offering Securities
    Litigation No. 01-CV-9904.
        O-Net O-Net
 39




---



##### Table of Contents



O-Net O-Net
  O-Net
    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 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   High


LowFiscal 2006:Quarter ended June 30, 2006

$
20.53


$
15.55Quarter ended March 31, 2006

$
19.29


$
13.86Quarter ended December 31,
    2005

$
15.36


$
9.59Quarter ended September 30,
    2005

$
12.18


$
10.01    40




---



##### 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 6/30/02 in stock or index-including
    reinvestment of dividends.   Use of
    Proceeds From Sales of Registered Securities
  Form S-1 (No. 333-41506).
  Repurchases
    of Equity Securities
  Rules 10b5-1 10b-18 Rule 10b5-1 Rule 10b5-1
 41




---



##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K. Form 10-K.
  Years Ended June 30,2007


2006


2005


2004


2003(In thousands, except per share data)Consolidated Statement of
    Operations Data:Revenues

$
107,499


$
54,846


$
34,355


$
34,328


$
22,743Cost of revenues:Cost of revenues


78,588



39,121



24,709



22,736



23,080Stock compensation expense
    (recovery)


315



248



27



177



(415
)Total cost of revenues


78,903



39,369



24,736



22,913



22,665Gross profit


28,596



15,477



9,619



11,415



78Operating expenses:Research and development:Research and development


6,796



6,140



7,173



7,056



8,765Stock compensation expense


618



557



2



448



42Total research and development


7,414



6,697



7,175



7,504



8,807Sales and marketing:Sales and marketing


6,064



4,092



3,629



3,329



4,235Stock compensation expense


733



580



84



53



172Total sales and marketing


6,797



4,672



3,713



3,382



4,407General and administrative:General and administrative


7,102



6,300



6,160



6,619



7,009Stock compensation expense


3,045



1,279



110



1,011



2,074Total general and administrative


10,147



7,579



6,270



7,630



9,083Impairment charge










322







2,825Transitional costs for contract
    manufacturing andother costs


216



(72
)






452



14,123Merger fees


1,451







(904
)






1,300In-process research and development






1,120







1,565



Amortization of goodwill, intangibleand other assets


222



72



185



56



78Total operating expenses


26,247



20,068



16,761



20,589



40,623Income (loss) from operations


2,349



(4,591
)


(7,142
)


(9,174
)


(40,545
)Interest and other income, net


9,666



7,030



4,591



2,665



4,016(Loss) gain on sale of assets


(18
)


(458
)


(96
)


68



(258
)Income (loss) before minority
    interest and provision for income taxes


11,997



1,981



(2,647
)


(6,441
)


(36,787
)Minority interest


1,418



30











Provision for income taxes


(241
)


(73
)










Net income (loss)

$
13,174


$
1,938


$
(2,647
)

$
(6,441
)

$
(36,787
)Net income (loss) per share:Basic

$
0.60


$
0.09


$
(0.13
)

$
(0.31
)

$
(1.62
)Diluted

$
0.57


$
0.09


$
(0.13
)

$
(0.31
)

$
(1.62
)Shares used in per share
    calculation:Basic


22,071



21,353



21,153



20,783



22,683Diluted


22,942



22,184



21,153



20,783



22,683  42




---



##### Table of Contents



June 30,2007


2006


2005


2004


2003(In thousands)Consolidated Balance Sheet
    Data:Cash, cash equivalents, and
    short-term and long-term investments

$
227,878


$
188,280


$
186,133


$
190,443


$
188,103Working capital


254,076



138,276



132,260



137,268



185,138Total assets


368,389



237,955



228,273



232,941



233,793Non-current liabilities


207



30







104



1,555Total stockholders equity


269,775



227,140



218,571



219,740



218,766       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
   43




---



##### Table of Contents



REVENUES.
    COST OF REVENUES.
 44




---



##### Table of Contents



RESEARCH AND DEVELOPMENT EXPENSES.
  SALES AND MARKETING EXPENSES.
  GENERAL AND ADMINISTRATIVE EXPENSES.
  STOCK COMPENSATION EXPENSE.
  ACQUISITIONS. Form 8-K ,
   45




---



##### Table of Contents



lock-up lock-up
        Cash

$
84,150Fair value of common stock issued


14,217Transaction costs


1,345Total purchase price

$
99,712       Technology

$
2,615Customer relationships


1,801Trade names


407Backlog


52Net working capital


75,756Net assets held for sale


13,898Net fixed assets


2,232Other net assets


2,951Total purchase price

$
99,712     Form 8-K
     46




---



##### Table of Contents



Use of
    Estimates and Critical Accounting Policies
      Revenue
    Recognition and Product Returns
    Accrued
    Warranty
    Allowance
    for Doubtful Accounts
   47




---



##### Table of Contents



Excess
    and Obsolete Inventory
    Long-Lived
    Asset Valuation
    Business
    Combination
   48




---



##### Table of Contents



Deferred
    Taxes
    Stock
    Compensation
        Loss
    Contingencies
   49




---



##### Table of Contents



Results
    of Operations
  For Each
    of the Years Ended June 30, 2007, 2006 and 2005
  REVENUES
  Years Ended








Years EndedJune 30,





Percentage


June 30,





Percentage2007


2006


Change


Change


2006


2005


Change


Change(In thousands, except percentages)Revenues

$
107,499


$
54,846


$
52,653



96.0
%

$
54,846


$
34,355


$
20,491



59.6
%         GROSS
    PROFIT
  Years Ended








Years EndedJune 30,





Percentage


June 30,





Percentage2007


2006


Change


Change


2006


2005


Change


Change(In thousands, except percentages)Gross profit

$
28,596


$
15,477


$
13,119



84.8
%

$
15,477


$
9,619


$
5,858



60.9
%Gross profit margin


26.6
%


28.2
%










28.2
%


28.0
%    50




---



##### Table of Contents



RESEARCH
    AND DEVELOPMENT
  Years Ended








Years EndedJune 30,





Percentage


June 30,





Percentage2007


2006


Change


Change


2006


2005


Change


Change(In thousands, except percentages)Research and development

$
7,414


$
6,697


$
717



10.7
%

$
6,697


$
7,175


$
(478
)


(6.7
)%      51




---



##### Table of Contents



SALES AND
    MARKETING
  Years Ended








Years EndedJune 30,





Percentage


June 30,





Percentage2007


2006


Change


Change


2006


2005


Change


Change(In thousands, except percentages)Sales and marketing

$
6,797


$
4,672


$
2,125



45.5
%

$
4,672


$
3,713


$
959



25.8
%         GENERAL
    AND ADMINISTRATIVE
  Years Ended








Years EndedJune 30,





Percentage


June 30,





Percentage2007


2006


Change


Change


2006


2005


Change


Change(In thousands, except percentages)General and administrative

$
10,147


$
7,579


$
2,568



33.9
%

$
7,579


$
6,270


$
1,309



20.9
%         STOCK
    COMPENSATION EXPENSE
  Years Ended








Years EndedJune 30,





Percentage


June 30,





Percentage2007


2006


Change


Change


2006


2005


Change


Change(In thousands, except percentages)Stock compensation expense

$
4,711


$
2,664


$
2,047



76.8
%

$
2,664


$
223


$
2,441



1094.6
%  52




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##### Table of Contents



IMPAIRMENT CHARGE.
 53




---



##### Table of Contents



TRANSITIONAL COSTS FOR CONTRACT MANUFACTURING AND OTHER
    COSTS.
    MERGER FEES.
    IN-PROCESS RESEARCH AND DEVELOPMENT (IP
    R&D).
    AMORTIZATION OF INTANGIBLE AND OTHER
    ASSETS.
  INTEREST
    AND OTHER INCOME, NET
  Years Ended





Years EndedJune 30,



Percentage

June 30,



Percentage2007

2006

Change

Change

2006

2005

Change

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

$
9,666


$
7,030


$
2,636



37.5
%

$
7,030


$
4,591


$
2,439



53.1
%    54




---



##### Table of Contents



LOSS ON SALE OF ASSETS.
  MINORITY INTEREST.
  PROVISION FOR INCOME TAXES.
 55




---



##### Table of Contents



Quarterly
    Results of Operations
    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 and other costs


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   56




---



##### Table of Contents



Three Months EndedJune 30,


Mar. 31,


Dec. 31,


Sept. 30,2006


2006


2005


2005(In thousands, except per share data)(Unaudited)Revenues

$
16,915


$
14,597


$
12,651


$
10,683Cost of revenues:Cost of revenues


11,676



10,223



9,164



8,058Stock compensation expense


72



55



66



55Total cost of revenues


11,748



10,278



9,230



8,113Gross profit


5,167



4,319



3,421



2,570Operating expenses:Research and development:Research and development


1,767



1,547



1,338



1,488Stock compensation expense


109



141



154



153Total research and development


1,876



1,688



1,492



1,641Sales and marketing:Sales and marketing


1,238



1,083



886



885Stock compensation expense


176



121



141



142Total sales and marketing


1,414



1,204



1,027



1,027General and administrative:General and administrative


1,512



1,451



1,701



1,636Stock compensation expense


472



278



282



247Total general and administrative


1,984



1,729



1,983



1,883Transitional costs for contract
    manufacturing and other costs


(72
)










Amortization of intangible and
    other assets


27



27



18



In-process research and development










1,120



Total operating expenses


5,229



4,648



5,640



4,551Loss from operations


(62
)


(329
)


(2,219
)


(1,981
)Interest and other income, net


2,010



1,831



1,629



1,560Gain (loss) on sale of assets


14



(445
)


(8
)


(19
)Income (loss) before minority
    interest and provision for income taxes


1,962



1,057



(598
)


(440
)Minority interest


14



12



4



Provision for income taxes


(32
)


(41
)






Net income (loss)

$
1,944


$
1,028


$
(594
)

$
(440
)Net income (loss) per share:Basic

$
0.09


$
0.05


$
(0.03
)

$
(0.02
)Diluted

$
0.09


$
0.05


$
(0.03
)

$
(0.02
)Shares used in per share
    calculation:Basic


21,466



21,355



21,318



21,274Diluted


22,508



22,234



21,318



21,274  57




---



##### Table of Contents




    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;
    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 specifically 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 produce
    timely 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.   58




---



##### Table of Contents



Liquidity
    and Capital Resources
          Fiscal
    2007
           59




---



##### Table of Contents



Fiscal
    2006
             60




---



##### Table of Contents



Fiscal
    2005
                 61




---



##### Table of Contents



Contractual
    Obligations
    Contractual Obligations Due by PeriodLess Than


1-3


4-5


AfterContractual Obligations

Total


1 Year


Years


Years


5 yearsPurchase obligations

$
19,761


$
19,761


$



$



$
Operating leases


3,198



1,601



1,505



92



Total

$
22,959


$
21,362


$
1,505


$
92


$
   Recent
    Accounting Pronouncements
    06-09 (EITF 06-09), EITF 06-09 non-U.S. subsidiaries, EITF 06-09
     62




---



##### Table of Contents



06-03 (EITF 06-03), EITF 06-03
      Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Exposure
     63




---



##### Table of Contents



Carrying


Average Rate


Carrying


Average RateValue at


of Return at


Value at


of Return atJune 30,


June 30,


June 30,


June 30,2007


2007


2006


2006(Annualized)





(Annualized)Investment Securities:Cash equivalents 
    variable rate

$
12,289



5.2
%

$
1,195



5.0
%Cash equivalents  fixed
    rate


4,137



5.3
%






0.0
%Short-term investments 
    variable rate


154



2.2
%


24,669



4.0
%Short-term investments 
    fixed rate


73,146



5.0
%


92,726



4.2
%Long-term investments 
    fixed rate


42,978



8.1
%


63,029



4.9
%Total

$
132,704






$
181,619   Contractual Fiscal Year Maturity Date2008


2009


2010 and after


Total


Fair ValueLong-term investments 
    fixed rate

$



$
32,438


$
10,540


$
42,978


$
42,918Average interest rate






5.4
%


8.7
%


8.1
%   Foreign
    Currency Exchange Rate Exposure
        Item 8.
    Financial
    Statements and Supplementary Data  page F-1,
 64




---



##### Table of Contents



Item 9.
    Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Managements
    Report on Internal Control Over Financial
    Reporting
        Internal Control 
    Integrated Framework
    Changes
    in Internal Controls
    Item 9B.
    Other
    Information   65




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated
    Framework
                  66




---



##### Table of Contents



Part III
  Item 10.
    Directors
    and Executive Officers of the Registrant  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
   67




---



##### Table of Contents



Exhibits
  Exhibit No.

Description2
.1(9)

Agreement and Plan of Merger by
    and among Oplink Communications, Inc, Oplink Acquisition
    Corporation and Optical Communication Products, Inc, dated as of
    June 19, 20073
.1(1)

Amended and Restated Certificate
    of Incorporation of Oplink.3
.2(1)

Bylaws of Oplink.3
.3(2)

Certificate of Designation of
    Series A Junior Participating Preferred Stock3
.4(3)

Certificate of Amendment to
    Amended and Restated Certificate of Incorporation of the
    Registrant.4
.1(1)(2)

Reference is made to
    Exhibits 3.1, 3.2 and 3.3.4
.2(1)

Third Amended and Restated Rights
    Agreement, dated as of February 7, 2000 by and among Oplink
    and the investors listed on Exhibit A attached thereto.4
.3(2)

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

Stock Purchase Agreement by and
    between the Furukawa Electric Co. and Oplink Communications,
    Inc. dated as of April 22, 200710
.2(1)

State-owned Land Use Rights
    Assignment Contract dated May 16, 2000 by and between
    Oplink Communications Inc. and Zhuhai Bonded Area Management
    Committee.10
.6(1)(5)

Oplinks 2000 Equity
    Incentive Plan.10
.7(1)(5)

Oplinks 2000 Employee Stock
    Purchase Plan.10
.8(1)(5)

Oplinks 1995 Stock Plan.10
.9(1)(5)

Oplinks 1998 Stock Plan.10
.10(1)(5)

Oplink Form of Indemnity Agreement.10
.14(3)(5)

Form of Stock Option Agreement
    between Oplink and Chieh Chang, Herbert Chang and Leonard
    LeBlanc.10
.22(4)(5)

Amended and Restated Executive
    Corporate Event Agreement, dated February 20, 2003, by and
    between the Registrant and Bruce Horn.10
.24(4)(5)

Executive Corporate Event
    Agreement, dated February 24, 2003, by and between the
    Registrant and River Gong.10
.25(4)(5)

Executive Corporate Event
    Agreement, dated March 21, 2003, by and between the
    Registrant and Joseph Y. Liu.10
.27(5)(6)

Consulting Agreement dated as of
    January 17, 2004, by and between the Registrant and Allen
    Hsu.10
.29(7)

Building Purchase Agreement dated
    April 15, 2004 by and between the Registrant and Dianne
    S. Gagos & Mitchell S. Gagos, Trustees, The
    Dianne S. Gagos Survivors Trust, U/I/D April 8, 1992.10
.30(8)

Amendment to Amended and Restated
    Executive Corporate Event Agreement between the Registrant and
    Bruce Horn, dated August 14, 2003.10
.31(8)

Amendment to Executive Corporate
    Event Agreement between the Registrant and River Gong, dated
    August 14, 2003.10
.33(5)(10)

Stock Purchase Agreement between
    Oplink Communications, Inc. and The Furukawa Electric Co., Ltd.
    dated April 22, 2007.21
.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).  68




---



##### Table of Contents



(1)
    
    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.(2)
    
    Previously filed as an Exhibit to the Registrants Report
    on
    Form 8-K
    filed on March 22, 2002 and incorporated herein by
    reference.(3)
    
    Previously filed as an Exhibit to the Registrants Annual
    Report on Form
    10-K filed
    on September 30, 2002 and incorporated herein by reference.(4)
    
    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.(5)
    
    Management contract or compensatory plan or arrangement.(6)
    
    Previously filed as an Exhibit to the Registrants
    Quarterly Report on
    Form 10-Q
    filed on May 11, 2004 and incorporated herein by reference.(7)
    
    Previously filed as an Exhibit to the Registrants Annual
    Report on
    Form 10-K
    filed on September 10, 2004 and incorporated herein by
    reference.(8)
    
    Previously filed as an Exhibit to the Registrants Annual
    Report on Form
    10-K filed
    on September 23, 2005 and incorporated herein by reference.(9)
    
    Previously filed as an Exhibit to the Registrants Report
    on Form 8-K
    filed on June 25, 2007 and incorporated herein by reference.(10)
    
    Previously filed as an Exhibit to the Registrants Report
    on Form 8-K
    filed on April 23, 2007 and incorporated herein by
    reference.*
    
    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. 69




---



##### Table of Contents



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

Title

Date/s/  Joseph
    Y. LiuJoseph
    Y. Liu

Chief Executive Officer and
    President (Principal Executive Officer)

September 14, 2007/s/  Shirley
    YinShirley
    Yin

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 14, 2007/s/  Leonard
    J. LeBlancLeonard
    J. LeBlanc

Chairman of the Board

September 14, 2007/s/  Chieh
    ChangChieh
    Chang

Director

September 14, 2007/s/  Jesse
    W. JackJesse
    W. Jack

Director

September 14, 2007/s/  Hua
    LeeHua
    Lee

Director

September 14, 2007  70




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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-45  F-1




---



##### Table of Contents



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




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  CONSOLIDATED BALANCE SHEETS
  June 30,2007


2006(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
111,600


$
7,856Short-term investments


73,300



117,395Accounts receivable, net


34,795



13,369Inventories


35,427



7,953Net assets held for sale


22,200



Prepaid expenses and other current
    assets


6,412



2,435Total current assets


283,734



149,008Long-term investments


42,978



63,029Property, plant and equipment, net


28,907



23,443Goodwill and intangible assets, net


7,421



1,694Other assets


5,349



781Total assets

$
368,389


$
237,955LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
14,604


$
4,516Accrued liabilities


13,820



6,216Accrued transitional costs for
    contract manufacturing and other costs


1,234



Total current liabilities


29,658



10,732Non-current liabilities


207



30Total liabilities


29,865



10,762Commitments and contingencies
    (Note 14)Minority interest


68,749



53Stockholders equity:Common stock, $0.001 par
    value, 34,000,000 shares authorized; 23,167,521 and
    21,521,989 shares issued and outstanding as of
    June 30, 2007 and 2006, respectively


23



22Additional paid-in capital


478,615



451,030Treasury stock, at cost
    (1,248 shares as of June 30, 2006)






(11
)Accumulated other comprehensive
    income


3,112



1,248Accumulated deficit


(211,975
)


(225,149
)Total stockholders equity


269,775



227,140Total liabilities and
    stockholders equity

$
368,389


$
237,955    F-3




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Years Ended June 30,2007


2006


2005(In thousands, except per share data)Revenues

$
107,499


$
54,846


$
34,355Cost of revenues:Cost of revenues


78,588



39,121



24,709Stock compensation expense


315



248



27Total cost of revenues


78,903



39,369



24,736Gross profit


28,596



15,477



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


6,796



6,140



7,173Stock compensation expense


618



557



2Total research and development


7,414



6,697



7,175Sales and marketing:Sales and marketing


6,064



4,092



3,629Stock compensation expense


733



580



84Total sales and marketing


6,797



4,672



3,713General and administrative:General and administrative


7,102



6,300



6,160Stock compensation expense


3,045



1,279



110Total general and administrative


10,147



7,579



6,270Impairment charge










322Transitional costs for contract
    manufacturing and other costs


216



(72
)


Merger fees


1,451







(904
)In-process research and development






1,120



Amortization of intangible and
    other assets


222



72



185Total operating expenses


26,247



20,068



16,761Income (loss) from operations


2,349



(4,591
)


(7,142
)Interest and other income, net


9,666



7,030



4,591Loss on sale of assets


(18
)


(458
)


(96
)Income (loss) before provision for
    income taxes


11,997



1,981



(2,647
)Minority interest


1,418



30



Provision for income taxes


(241
)


(73
)


Net income (loss )

$
13,174


$
1,938


$
(2,647
)Net income (loss) per shareBasic

$
0.60


$
0.09


$
(0.13
)Diluted

$
0.57


$
0.09


$
(0.13
)Shares used in per share
    calculationBasic


22,071



21,353



21,153Diluted


22,942



22,184



21,153    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, 2004


21,067,553


$
21


$
444,251


$



$
(158
)

$
66


$
(224,440
)

$
219,740Exercise of stock options


39,267







263



















263Issuance of common stock from ESPP


145,053







996



















996Stock compensation










102



















102Amortization of deferred
    compensation


















121











121Components of comprehensive loss:Net loss


























(2,647
)


(2,647
)Change in cumulative translation
    adjustments






















(7
)






(7
)Change in unrealized gain on
    investments






















3







3Total comprehensive loss






























(2,651
)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 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
)

$
269,775    F-5




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Years Ended June 30,2007


2006


2005(In thousands)Cash flows from operating
    activities:Net income (loss)

$
13,174


$
1,938


$
(2,647
)Adjustments to reconcile net income
    (loss) to net cash provided by operating activities:Depreciation and amortization of
    property and equipment


4,918



6,169



7,697Amortization of intangible and
    other assets


519



217



185Stock compensation expense


4,711



2,664



223Amortization of premium on
    investments


112



241



955Loss on sale or disposal of assets


18



458



96In-process research and development






1,120



Impairment charge










322Transitional costs of contract
    manufacturing and other costs


216



(72
)


Minority interest in loss of
    consolidated subsidiaries


(1,418
)


(30
)


Tax benefit resulting from stock
    option transactions


222



21



Other


61



(1
)


(8
)Change in assets and liabilities:Accounts receivable


(12,185
)


(6,024
)


418Inventories


(1,236
)


(328
)


(2,232
)Prepaid expenses and other current
    assets


203



(403
)


(78
)Other assets


775



156



141Accounts payable


2,331



487



(1,268
)Accrued liabilities and accrued
    restructuring costs


244



(830
)


(1,433
)Net cash provided by operating
    activities


12,665



5,783



2,371Cash flows from investing
    activities:Purchases of available-for-sale
    investments


(59,625
)


(46,030
)


(99,072
)Sales and maturities of
    available-for-sale investments


83,741



63,266



113,450Purchases of held-to-maturity
    investments


(62,633
)


(77,285
)


(48,000
)Sales and maturities of
    held-to-maturity investments


127,540



37,000



10,000Proceeds from sales of property and
    equipment


12



130



434Purchase of property and equipment


(2,635
)


(1,662
)


(6,636
)Acquisition of businesses, net of
    cash acquired


(3,917
)


(5,871
)


(717
)Net cash provided by (used in)
    investing activities


82,483



(30,452
)


(30,541
)Cash flows from financing
    activities:Proceeds from issuance of common
    stock


8,550



2,763



1,259Repurchase of common stock






(11
)


Payments received on notes
    receivable










12Repayment of capital lease
    obligations










(81
)Net cash provided by financing
    activities


8,550



2,752



1,190Effect of exchange rate changes on
    cash


46



63



Net increase (decrease) in cash and
    cash equivalents


103,744



(21,854
)


(26,980
)Cash and cash equivalents,
    beginning of year


7,856



29,710



56,690Cash and cash equivalents, end of
    year

$
111,600


$
7,856


$
29,710Supplemental disclosures of cash
    flow information:Cash paid during the period for
    income taxes

$
138


$
25


$
Cash paid during the period for
    interest

$
18


$



$
6Supplemental non-cash investing
    and financing activities:Issuance of common stock in
    connection with acquisitions

$
14,217


$



$
Change in unrealized gain (loss) on
    investments

$
52


$
(107
)

$
3    F-6




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  NOTE 1 
    THE
    COMPANY:  The
    Company
      Form 8-K
  Risks
    and Uncertainties
   F-7




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Concentration
    of credit risk
        Years Ended June 30,2007


2006


2005Customer A


33
%


*



*Customer B


12
%


21
%


16
%Customer C


*



12
%


26
%     *
    
    Less than 10%.    Inventories
  first-in, 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
   F-11




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accrued
    transitional costs for contract manufacturing
    Income
    taxes
      Research
    and development costs
    Stock
    compensation
  Summary
     F-12




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedJune 30,2005Net loss as reported

$
(2,647
)Stock-based employee compensation
    expense included in reported net loss


144Pro forma stock compensation
    expense computed under the fair value method for all awards


(3,198
)Pro forma net loss

$
(5,701
)Basic and diluted net loss per
    share, as reported

$
(0.13
)Pro forma basic and diluted net
    loss per share

$
(0.27
)       Years Ended June 30,Oplink


OCP


Consolidated2007


2007


2007


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

$
4,092


$
160


$
4,252


$
2,227Restricted stock awards






83



83



Employee stock purchase plan


368



8



376



445Net change of amounts capitalized
    as inventory














(8
)Total stock-based compensation


4,460



251



4,711



2,664Tax effect on stock-based
    compensation


(1,516
)


(85
)


(1,602
)


(906
)Net effect on net income

$
2,944


$
166


$
3,109


$
1,758Effect on net income (loss) per
    share:Basic

$
(0.13
)

$
(0.01
)

$
(0.14
)

$
(0.08
)Diluted

$
(0.13
)

$
(0.01
)

$
(0.14
)

$
(0.08
)   Stock
    compensation related to Oplink stock awards
    catch-up
 F-13




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Valuation
    Assumptions
    Years Ended June 302007


2006


2005Risk-free interest rate


4.73
%


4.73
%


3.59
%Expected term


4.6 years



4.7 years



4.0 yearsExpected dividends


0
%


0
%


0
%Volatility


48
%


47
%


54
%     Years Ended June 302007


2006


2005Risk-free interest rate


4.83
%


4.44
%


3.33
%Expected term


1.3 years



1.3 years



2.0 yearsExpected dividends


0
%


0
%


0
%Volatility


47
%


45
%


52
%   24-month
   F-14




---



##### Table of Contents



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


AverageShares Available


Options


Exercisefor Grant


Outstanding


PriceBalance, June 30, 2004


5,065,272



2,827,761


$
15.8655Options granted


(674,929
)


674,929



11.1804Options exercised






(39,267
)


6.6619Options canceled


399,934



(399,934
)


18.7215Balance, 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


$
16.3067  F-15




---



##### Table of Contents



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


Options Vested and Exercisable at June 30, 2007Weighted











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 - $  2.0000


11,964



1.8


$
0.6273


$
172



11,964



1.8


$
0.6273


$
172$ 4.0001 - $  5.0000


806,615



5.2



4.6282



8,366



806,615



5.2



4.6282



8,366$ 5.0001 - $ 10.0000


83,061



4.6



8.1084



572



82,924



4.6



8.1060



572$10.0001 - $ 11.0000


301,987



7.8



10.2320



1,440



118,487



7.6



10.1933



570$12.0000 - $ 13.0000


238,829



7.9



12.2893



647



91,857



7.6



12.4298



236$13.0001 - $ 15.0000


296,909



7.7



14.0995



267



138,769



6.5



13.7472



174$15.0001 - $ 17.0000


108,528



8.7



16.7665







19,571



4.9



15.8496



$17.0001 - $ 19.0000


362,682



7.5



18.0433







170,899



5.2



18.1335



$19.0001 - $ 20.0000


91,000



9.2



19.7000







291



9.2



19.7000



$20.0001 - $ 21.0000


767,670



9.0



20.2359







178,998



8.9



20.2464



$28.0000 - $ 37.0000


299,650



3.1



35.5272







299,650



3.1



35.5272



$42.0000 - $140.0000


80,341



3.2



65.7666







80,341



3.2



65.7666



3,449,236



6.9


$
16.3067


$
11,464



2,000,366



5.5


$
15.8164


$
10,090Vested and expected to vest


3,214,791



6.3


$
16.2719


$
11,211     $
    Employee
    Stock Purchase Plan
   F-16




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock
    compensation related to OCP stock
        Equity
    Incentive Program
      Options Outstanding at June 30, 2007


Options Exercisable at June 30, 2007Weighted








WeightedAverage


Weighted





Average


WeightedRemaining


Average





Remaining


AverageNumber


Contractual


Exercise


Number


Contractual


ExerciseRange of Exercise Price

Outstanding


Life


Price


Outstanding


Life


Price(In years)








(In years)$ 0.19 - $ 1.60


621,607



4.6


$
1.03



424,107



3.6


$
0.82$ 1.62 - $ 3.47


4,481,269



7.0



2.04



571,011



4.7



2.33$ 3.64 - $ 9.72


55,880



4.6



7.16



52,880



4.5



7.36$11.00 - $11.12


1,948,615



1.2



11.00



1,948,615



1.2



11.00$17.38 - $17.38


457,086



0.6



17.38



457,086



0.6



17.387,564,457



4.9


$
5.23



3,453,699



2.1


$
9.11  F-17




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Employee
    Stock Purchase Plan
  th
  Restricted
    Stock Awards
  th
        Derivative
    financial instruments and hedging activities
   F-18




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Comprehensive
    income (loss)
    Net
    income (loss) per share
    Years Ended June 30,2007


2006


2005Numerator:Net income (loss)

$
13,174


$
1,938


$
(2,647
)Denominator:Weighted average shares
    outstanding  basic


22,071



21,353



21,153Effect of dilutive potential shares


871



831



Weighted average shares
    outstanding  diluted


22,942



22,184



21,153Net income (loss) per
    share  basic

$
0.60


$
0.09


$
(0.13
)Net income (loss) per
    share  diluted

$
0.57


$
0.09


$
(0.13
)Antidilutive stock options not
    included in net income (loss) per share calculation


1,600



2,184



3,063   Recently
    issued accounting standards
   F-19




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    06-09 (EITF 06-09), EITF 06-09 non-U.S. subsidiaries, EITF 06-09
         F-20




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    06-03 (EITF 06-03), EITF 06-03
      NOTE 3 
    SHORT-TERM
    AND LONG-TERM INVESTMENTS     F-21




---



##### Table of Contents



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


GrossCarrying


Amortized


Unrealized


Unrealized


EstimatedValue


Cost


Gains


Losses


Fair ValueShort-term investments:Certificates of deposit

$
390


$
390


$



$



$
390Obligations of states and
    political subdivisions


18,400



18,400











18,400Corporate securities


43,618



43,677



1



(180
)


43,498United States government agencies


54,987



55,001







(440
)


54,561Total short-term investments


117,395



117,468



1



(620
)


116,849Long-term investments:Corporate securities


3,029



3,029







(7
)


3,022United States government agencies


60,000



60,000







(525
)


59,475Total long-term investments


63,029



63,029







(532
)


62,497Total investments

$
180,424


$
180,497


$
1


$
(1,152
)

$
179,346  F-22




---



##### Table of Contents



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


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueAvailable-for-sale investments:Certificates of deposit

$
390


$



$



$
390Obligations of states and
    political subdivisions


18,400











18,400Corporate securities


23,867



1



(60
)


23,808United States government agencies


5,000







(14
)


4,986Total available-for-sale
    investments


47,657



1



(74
)


47,584Held-to-maturity investments:Corporate securities


22,839







(127
)


22,712United States government agencies


110,001







(951
)


109,050Total held-to-maturity investments


132,840







(1,078
)


131,762Total investments

$
180,497


$
1


$
(1,152
)

$
179,346  F-23




---



##### Table of Contents



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

$
17,929


$
(60
)

$



$



$
17,929


$
(60
)United States government agencies


4,986



(14
)










4,986



(14
)Total available-for-sale
    investments:


22,915



(74
)










22,915



(74
)Held-to-maturity investments:Corporate securities


17,189



(66
)


5,523



(61
)


22,712



(127
)United States government agencies


54,544



(457
)


54,506



(494
)


109,050



(951
)Total held-to-maturity investments


71,733



(523
)


60,029



(555
)


131,762



(1,078
)Total investments in loss position

$
94,648


$
(597
)

$
60,029


$
(555
)

$
154,677


$
(1,152
)  F-24




---



##### Table of Contents



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


EstimatedCost


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

$
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


23,622



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


60,229



60,126Due in one year to five years


32,438



32,378Total held-to-maturity investments


92,667



92,504Total investments

$
116,289


$
116,115     NOTE 4 
    ACCRUED
    TRANSITIONAL COSTS FOR CONTRACT MANUFATCURING AND OTHER
    COSTS    Consolidation ofWorkforce


Excess FacilitiesReduction


and Other Charges


TotalBalance at June 30, 2004






1,899


$
1,899Cash payments






(1,836
)


(1,836
)Balance at June 30, 2005






63



63Cash payments






(63
)


(63
)Balance at June 30, 2006










Liability assumed from OCP
    acquisition in June 2007


1,232







1,232Additional charge in June 2007


216







216June payments


(214
)






(214
)Balance at June 30, 2007

$
1,234


$



$
1,234    F-25




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          NOTE 5 
    ACQUISITIONS  Acquisitions
    in fiscal 2007
  Form 8-K ,
    lock-up lock-up
     F-26




---



##### 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           Technology

$
2,615Customer relationships


1,801Trade names


407Backlog


52Net working capital


75,756Net assets held for sale


13,898Net fixed assets


2,232Other net assets


2,951Total purchase price

$
99,712      F-27




---



##### Table of Contents



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


2006


2005Net revenues

$
170,598


$
120,656


$
88,692Net income (loss)

$
(2,626
)

$
4,321


$
(4,490
)Net income (loss) per share:Basic

$
(0.11
)

$
0.19


$
(0.20
)Diluted

$
(0.11
)

$
0.19


$
(0.20
)Shares used in per share
    calculations:Basic


22,864



22,211



22,010Diluted


22,864



23,042



22,010     Form 8-K
        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       first-mile
 F-29




---



##### Table of Contents



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


2005Net revenues

$
58,648


$
37,467Net income (loss)

$
820


$
(4,744
)Net income (loss) per share:Basic

$
0.04


$
(0.22
)Diluted

$
0.04


$
(0.22
)Shares used in per share
    calculation:Basic


21,353



21,153Diluted


22,184



21,153       NOTE 6 
    NET
    ASSETS HELD FOR SALE   F-30




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 7 
    GOODWILL
    AND INTANGIBLE ASSETS, NET    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   Estimated


Gross


AccumulatedJune 30, 2006

Useful Life


Amount


Amortization


Net(In years)Technology


4


$
921


$
145


$
776Trade name


3



163



36



127Customer relationships


3



253



36



217Total





$
1,337


$
217


$
1,120     Years Ended June 30,Reported as:

2007


2006


2005Cost of revenues

$
297


$
145


$
Operating expenses


222



72



185Total

$
519


$
217


$
185     Fiscal Years Ending June 30,

Amount2008

$
1,9672009


1,7912010


1,4722011


1,2302012


218After 2012


169$
6,847    F-31




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 8 
    OTHER
    INVESTMENTS       F-32




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 9 
    BALANCE
    SHEET COMPONENTS (IN THOUSANDS)  June 30,2007


2006Accounts receivable, net:Accounts receivable

$
35,125


$
13,547Less: Allowance for doubtful
    accounts


(330
)


(178
)$
34,795


$
13,369Inventories:Raw materials

$
21,156


$
5,588Work-in-process


10,159



2,365Finished goods


4,112



$
35,427


$
7,953Property, plant and equipment, net:Production and engineering
    equipment

$
57,623


$
32,277Computer hardware and software


9,023



6,464Building and leasehold improvements


15,985



15,151Land


1,949



1,949Construction in progress


1,105



85,685



55,841Less: Accumulated depreciation and
    amortization


(56,778
)


(32,398
)$
28,907


$
23,443Accrued liabilities:Payroll and related expenses

$
6,205


$
1,489Accrued sales commission


778



469Accrued warranty


445



405Accrued professional fees


1,195



975Acquisition costs


620



510Accrued sales return


562



240Income tax payable


311



7Advance deposits from customers


433



21Other


3,271



2,100$
13,820


$
6,216   NOTE 10 
    ACCRUED
    WARRANTY   F-33




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at June 30, 2005

$
560Accruals for warranties issued
    during the year


242Adjustments related to
    pre-existing warranties including expirations and changes in
    estimates


(168
)Cost of warranty repair


(229
)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

$
445   NOTE 11 
    INCOME
    TAXES  non-U.S. income non-U.S. loss
  Years Ended June 30,2007


2006


2005Current tax expense:Federal

$
164


$
73


$
State


65







Foreign


12







$
241


$
73


$
Deferred tax benefit:Federal

$



$



$
State










Foreign










$



$



$
  F-34




---



##### Table of Contents



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


2006Deferred tax assets:Net operating loss carryforwards

$
46,758


$
40,095Accruals and reserves


9,851



5,115Research and development credit
    carryforwards


8,308



4,693Gross deferred tax assets


64,917



49,903Valuation allowance


(62,554
)


(49,513
)Net deferred tax assets


2,363



390Deferred tax liability


(1,931
)


(390
)Total net deferred tax assets

$
432


$
     June 30,2007


2006


2005Tax at federal statutory rate


34
%


34
%


(34
)%State, net of federal benefit










15Research credit carryforward






(1
)


(1
)Stock compensation


6



28



2In-process research and development






19



Acquired intangibles






17



Foreign rate differences


(16
)


(32
)


47Deferred tax assets not benefitted


36



(60
)


(29
)Purchase accounting adjustments


(48
)






Permanent differences and trueups


(9
)






Other


(1
)


(1
)


Effective tax rate


2
%


4
%


0
%        F-35




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        NOTE 12 
    STOCKHOLDERS
    EQUITY  Authorized
    shares
      Purchase
    Rights Plan
   F-36




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Repurchase
    of Common Stock
      Acquisition
    of Optical Communication Products
  Form 8-K
  lock-up lock-up
  NOTE 13 
    RELATED
    PARTY TRANSACTIONS  Investor
    Rights Agreement
    Loan
    to Officers
   F-37




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounts
    Receivable from Related Parties
    Majority 
    Owned Subsidiary
    NOTE 14 
    COMMITMENTS
    AND CONTINGENCIES  Indemnification
    Agreements
      Purchase
    Obligations
   F-38




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##### Table of Contents



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

$
1,6012009


1,2072010


2982011


852012


7$
3,198     Litigation
  In re Oplink
    Communications, Inc. Initial Public Offering Securities
    Litigation No. 01-CV-9904.
     F-39




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            O-Net O-Net
  O-Net O-Net
  O-Net
 F-40




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE 15 
    SEGMENT
    REPORTING  and/or
    Years Ended June 30,2007


2006


2005Revenues:United States

$
50,824


$
14,750


$
5,323Europe


19,779



14,020



6,905Asia


28,317



18,636



11,255Canada


8,579



7,440



10,872Totals

$
107,499


$
54,846


$
34,355     June 30,2007


2006United States

$
7,223


$
5,604Asia


21,385



17,839Europe


299



Totals

$
28,907


$
23,443   NOTE 16 
    401(K)
    PLAN     F-41




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 17 
    SUBSEQUENT
    EVENTS             F-42




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##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 18 
    QUARTERLY
    FINANCIAL DATA (UNAUDITED)  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 and other costs


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-43




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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. 30,2006


2006


2005


2005(In thousands, except per share data)(Unaudited)Revenues

$
16,915


$
14,597


$
12,651


$
10,683Cost of revenues:Cost of revenues


11,676



10,223



9,164



8,058Stock compensation expense


72



55



66



55Total cost of revenues


11,748



10,278



9,230



8,113Gross profit


5,167



4,319



3,421



2,570Operating expenses:Research and development:Research and development


1,767



1,547



1,338



1,488Stock compensation expense


109



141



154



153Total research and development


1,876



1,688



1,492



1,641Sales and marketing:Sales and marketing


1,238



1,083



886



885Stock compensation expense


176



121



141



142Total sales and marketing


1,414



1,204



1,027



1,027General and administrative:General and administrative


1,512



1,451



1,701



1,636Stock compensation expense


472



278



282



247Total general and administrative


1,984



1,729



1,983



1,883Transitional costs for contract
    manufacturing and other costs


(72
)










Amortization of intangible and
    other assets


27



27



18



In-process research and development










1,120



Total operating expenses


5,229



4,648



5,640



4,551Loss from operations


(62
)


(329
)


(2,219
)


(1,981
)Interest and other income, net


2,010



1,831



1,629



1,560Gain (loss) on sale of assets


14



(445
)


(8
)


(19
)Income (loss) before minority
    interest and provision for income taxes


1,962



1,057



(598
)


(440
)Minority interest


14



12



4



Provision for income taxes


(32
)


(41
)






Net income (loss)

$
1,944


$
1,028


$
(594
)

$
(440
)Net income (loss) per share:Basic

$
0.09


$
0.05


$
(0.03
)

$
(0.02
)Diluted

$
0.09


$
0.05


$
(0.03
)

$
(0.02
)Shares used in per share
    calculation:Basic


21,466



21,355



21,318



21,274Diluted


22,508



22,234



21,318



21,274  F-44




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##### Table of Contents



Schedule II
  Oplink Communications, Inc.
  Valuation and Qualifying Accounts
    For the Years ended June 30, 2007, 2006 and 2005
  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, 2007

$
178


$
154


$
3


$
5


$
330Year Ended June 30, 2006

$
144


$



$
87


$
53


$
178Year Ended June 30, 2005

$
441


$



$
(147
)

$
150


$
144Accrued transitional cost for
    contract manufacturing and other costsYear Ended June 30, 2007

$



$
1,232


$
216


$
214


$
1,234Year Ended June 30, 2006

$
63


$



$



$
63


$
Year Ended June 30, 2005

$
1,899


$



$



$
1,836


$
63Product returnsYear Ended June 30, 2007

$
240


$
273


$
49


$



$
562Year Ended June 30, 2006

$
390


$



$
(150
)

$



$
240Year Ended June 30, 2005

$
332


$



$
58


$



$
390     (1)
    
    Deductions represent costs charged or amounts written off
    against the reserve or allowance. F-45




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit No.

Description2
.1(9)

Agreement and Plan of Merger by
    and among Oplink Communications, Inc, Oplink Acquisition
    Corporation and Optical Communication Products, Inc, dated as of
    June 19, 20073
.1(1)

Amended and Restated Certificate
    of Incorporation of Oplink.3
.2(1)

Bylaws of Oplink.3
.3(2)

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

Certificate of Amendment to
    Amended and Restated Certificate of Incorporation of the
    Registrant.4
.1(1)(2)

Reference is made to
    Exhibits 3.1, 3.2 and 3.3.4
.2(1)

Third Amended and Restated Rights
    Agreement, dated as of February 7, 2000 by and among Oplink
    and the investors listed on Exhibit A attached thereto.4
.3(2)

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

Stock Purchase Agreement by and
    between the Furukawa Electric Co. and Oplink Communications,
    Inc. dated as of April 22, 200710
.2(1)

State-owned Land Use Rights
    Assignment Contract dated May 16, 2000 by and between
    Oplink Communications Inc. and Zhuhai Bonded Area Management
    Committee.10
.6(1)(5)

Oplinks 2000 Equity
    Incentive Plan.10
.7(1)(5)

Oplinks 2000 Employee Stock
    Purchase Plan.10
.8(1)(5)

Oplinks 1995 Stock Plan.10
.9(1)(5)

Oplinks 1998 Stock Plan.10
.10(1)(5)

Oplink Form of Indemnity Agreement.10
.14(3)(5)

Form of Stock Option Agreement
    between Oplink and Chieh Chang, Herbert Chang and Leonard
    LeBlanc.10
.22(4)(5)

Amended and Restated Executive
    Corporate Event Agreement, dated February 20, 2003, by and
    between the Registrant and Bruce Horn.10
.24(4)(5)

Executive Corporate Event
    Agreement, dated February 24, 2003, by and between the
    Registrant and River Gong.10
.25(4)(5)

Executive Corporate Event
    Agreement, dated March 21, 2003, by and between the
    Registrant and Joseph Y. Liu.10
.27(5)(6)

Consulting Agreement dated as of
    January 17, 2004, by and between the Registrant and Allen
    Hsu.10
.29(7)

Building Purchase Agreement dated
    April 15, 2004 by and between the Registrant and Dianne S.
    Gagos & Mitchell S. Gagos, Trustees, The Dianne S.
    Gagos Survivors Trust, U/I/D April 8, 1992.10
.30(8)

Amendment to Amended and Restated
    Executive Corporate Event Agreement between the Registrant and
    Bruce Horn, dated August 14, 2003.10
.31(8)

Amendment to Executive Corporate
    Event Agreement between the Registrant and River Gong, dated
    August 14, 2003.10
.33(5)(10)

Stock Purchase Agreement between
    Oplink Communications, Inc. and The Furukawa Electric Co., Ltd.
    dated April 22, 2007.21
.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.




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##### Table of Contents



Exhibit No.

Description31
.2

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

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

Certification of Financial Officer
    Required under
    Rule 13a-14(b)
    or
    Rule 15d-14(b)
    of the Securities Exchange Act of 1934, as amended, and
    Section 1350 of Chapter 63 of Title 18 of the
    United States Code (18 U.S.C. Section 1350).     (1)
    
    Previously filed as an Exhibit to the Registrants
    Registration Statement on
    Form S-1
    No. 333-41506,
    as amended, filed on September 20, 2000 and incorporated
    herein by reference.(2)
    
    Previously filed as an Exhibit to the Registrants Report
    on
    Form 8-K
    filed on March 22, 2002 and incorporated herein by
    reference.(3)
    
    Previously filed as an Exhibit to the Registrants Annual
    Report on Form
    10-K filed
    on September 30, 2002 and incorporated herein by reference.(4)
    
    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.(5)
    
    Management contract or compensatory plan or arrangement.(6)
    
    Previously filed as an Exhibit to the Registrants
    Quarterly Report on
    Form 10-Q
    filed on May 11, 2004 and incorporated herein by reference.(7)
    
    Previously filed as an Exhibit to the Registrants Annual
    Report on
    Form 10-K
    filed on September 10, 2004 and incorporated herein by
    reference.(8)
    
    Previously filed as an Exhibit to the Registrants Annual
    Report on Form
    10-K filed
    on September 23, 2005 and incorporated herein by reference.(9)
    
    Previously filed as an Exhibit to the Registrants Report
    on Form 8-K
    filed on June 25, 2007 and incorporated herein by reference.(10)
    
    Previously filed as an Exhibit to the Registrants Report
    on Form 8-K
    filed on April 23, 2007 and incorporated herein by
    reference.*
    
    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.