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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)[ X ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended June 27, 2010or[  ]

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

No. 77-0411346(State or other jurisdiction of
    incorporation or organization)

(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 x
  o x
  x o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. x
    Large accelerated filer o

Accelerated filer x

Non-accelerated filero
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o x
      Documents Incorporated by
    Reference:
   1




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##### 





Form 10-K
    June 27, 2010
    TABLE OF CONTENTS
   
 PART IItem 1

Business


3Item 1A

Risk Factors


19Item 1B

Unresolved Staff Comments


33Item 2

Properties


33Item 3

Legal Proceedings


33Item 4

(Removed and Reserved)


33PART IIItem 5

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


34Item 6

Selected Financial Data


36Item 7

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


38Item 7A

Quantitative and Qualitative Disclosures About
    Market Risk


57Item 8

Financial Statements and Supplementary Data


58Item 9

Changes in and Disagreements with Accountants on
    Accounting 
    and Financial Disclosure


58Item 9A

Controls and Procedures


58Item 9B

Other Information


61PART IIIItem 10

Directors, Executive Officers and Corporate
    Governance


61Item 11

Executive Compensation


61Item 12

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


61Item 13

Certain Relationships and Related Transactions
    and Director Independence


61Item 14

Principal Accountant Fees and Services


61PART IVItem 15

Exhibits and Financial Statement Schedules


61SIGNATURES


64EX-10.10EX-10.11EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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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
      fiber-to-the-home
  time-to-market
   3




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Form 10-K Form 10-K.
  Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330.
    Our
    Solution
   4




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Class-10K
      -
  -
  -
  -
  -
  -
  -
    -
    Optical Product Design and Optimization. Oplink
    provides optical design, mechanical design, printed circuit
    board (PCB) layout and electrical design and software and
    firmware design services to our customers.-
    Testing. Oplink carries out full optical and
    electrical system and component testing for customers to test
    for reliability, compliance and subsystem integration.-
    Customer Care. Oplink provides preorder and
    post-sales customer support, access to engineering support,
    flexible order fulfillment/shipment and customer training around
    the globe.-
    System Integration. Oplink provides full system
    integration with performance testing, validation and guaranteed
    product performance. The integration and testing can be
    performed with any customer specified hardware or designs.-
    Procurement. Oplink leverages its extensive
    expertise in the optical industry in its selection of reliable
    suppliers with the highest quality products for 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. 5




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Our
    Strategy
  sub-systems,
    Strengthening and expanding our leadership in the
    passives. state-of-the-art peer-to-peer 40G/100G,
  Innovation through integration and miniaturization based on
    commercially available technology platforms.
  Growing market share in 10G and higher speed transceivers for
    metro applications. best-in-class time-to-market
  Enhancing engineering capabilities in China.
  One-Stop-Shop OMS solution provider.
 6




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time-to-market.
  Continuous focus on our cost structure.
      Customer satisfaction.
  Selectively pursuing acquisitions.
  Products
    and Technologies
    Bandwidth
    Creation Products
  and/or
 7




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Wavelength Expansion Products. :
  -
    Dense Wavelength Division Multiplexers. A dense
    wavelength division multiplexer, or DWDM, is a solution for
    scalable, reliable, protocol independent bandwidth creation. A
    DWDM multiplexer is an integrated optical module or subsystem
    that combines two or more wavelengths for transmission over a
    single fiber (multiplexing) or separates these wavelengths
    (demultiplexing) at the receiving end. Our DWDM module and
    subsystem solutions are derived from an array of high
    performance technologies including thin film filters and arrayed
    wave guides, or AWGs. Our solutions are available in a variety
    of channel spacings.-
    Coarse Wavelength Division Multiplexers. A
    coarse wavelength division multiplexer, or CWDM, is a solution
    for cost-effective bandwidth creation in the access, cable TV
    and metro environments. A CWDM multiplexer is an integrated
    optical module or subsystem that combines two or more
    wavelengths, at a channel spacing that is many times wider than
    for standard DWDM channel spacing for multiplexing or
    demultiplexing.-
    Band Wavelength Division Multiplexers. Band
    wavelength division multiplexer, or BWDM, products help manage
    multiple International Telecommunication Union, or ITU, channels
    within multiplexer/demultiplexer (Mux/Demux) or optical add/drop
    applications. Our BWDMs pass a band of channels while isolating
    the channels adjacent to the band of channels sent. BWDM
    products facilitate the design of flexible (pay as you grow) low
    loss architectures as well as enable the design of complex mesh
    and ring networks. We offer a variety of BWDM products for the
    50, 100 and 200 GHz channel spacing plans.-
    DWDM Interleavers. A DWDM interleaver is an optical
    component that combines two set of light signals each spaced at
    alternating ITU channel numbers from two separate fibers into a
    single fiber, which effectively doubles the capacity of the
    optical network system, or conversely, separates a single light
    source into two sets of alternately spaced signals.  Optical Amplification Products. optical-to-electrical
  -
    Gain Blocks. Gain blocks are integrated optical
    subsystem building blocks consisting of Erbium Doped Fibers
    (EDFs) and fiber optic components used in fiber
    optic amplifiers to boost the intensity of an incoming optical
    signal. 8




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-
    EDFAs. Erbium Doped Fiber Amplifiers are optical
    subsystems that employ gain blocks, advanced electronics,
    firmware and software to control the optical gain of an incoming
    optical signal.-
    Wavelength Division Multiplexers (WDM)
    Pump/Signal Combiners. Micro-optic WDM pump/signal combiners
    are components that combine power for the optical amplifier.
    They are used to efficiently combine light signals with pump
    laser sources. Pump lasers are active optical components used in
    optical amplifiers such as EDFAs to amplify or regenerate light
    signals that naturally suffer loss while traveling over distance
    within an optical network.-
    Integrated Hybrid Components. Optical amplifier
    systems can combine optical components, including isolators, tap
    couplers and WDM pump/signal combiners. The main advantage of
    hybrid components is that they minimize the amplifier package
    size, increase reliability and reduce manufacturing cost.-
    WDM Pump Combiners. WDM pump combiners are used to
    increase the power of an optical amplifier by combining multiple
    pump lasers of different wavelengths into one common pump source
    for amplification.-
    Polarization Beam Combiners. Polarization beam
    combiners are optical components that combine two light sources
    of the same or different wavelengths with opposite polarization
    to increase the power output of the optical amplifier.-
    Gain Flattening Filters. Gain flattening filters are
    used to ensure that signals are amplified by equal amounts. Our
    thin film filter technology, or the technology in which layers
    of thin film separate optical signals, employs multiple layers
    of optical materials on glass to adjust optical output at
    different wavelengths to meet the needs of next-generation high
    power amplifiers.-
    Isolators. Isolators are fiber optic devices that
    transmit light in only one direction, thus preventing a
    reflected light signal from returning to its laser source or
    EDF. Reflected light can interfere with a lasers
    performance and create noise, which can impair system
    performance in optical networks.-
    Tap Couplers. Tap couplers transfer a small amount
    of optical signals from the main fiber into a secondary fiber.
    They are widely used for system monitoring purposes or for power
    splitting and have a very low insertion loss.  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 channels for use in
    monitoring the network performance. 9




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-
    Integrated WDM Monitor Arrays. Our integrated WDM
    monitor arrays convert optical signals into electrical signals
    for network wavelength selective power monitoring. This module
    combines multiple network power monitoring functions in a single
    module and integrates WDM filters and third-party photo
    detectors, a device supplied by other optical component
    manufacturers that receives a light signal in an optical network
    and converts it into an electrical signal. These integrated
    modules allow communications service providers to monitor
    whether or not signals are being transmitted properly through
    the network.-
    Integrated Tap Monitor Arrays. Our integrated tap
    monitor arrays convert optical signals into electrical signals
    for network signal power monitoring. This module integrates a
    tap coupler, a device that splits the light power, and
    third-party photo detectors, a device supplied by other optical
    component manufacturers that receives a light signal in an
    optical network and converts it into an electrical signal. These
    integrated modules allow communications service providers to
    monitor whether or not optical signals are being transmitted
    properly through the network.-
    Wavelength Protection Subsystems. Our multi-channel
    wavelength protection subsystems are integrated solutions that
    combine tap couplers, splitters, switches, electronics,
    firmware, software and third-party photo detectors. These
    subsystems integrate network switching protection functions and
    monitor optical signal quality such as optical power in response
    to unexpected disruption in the optical network. They provide
    redundant path protection with fast routing and switching with
    network fault management and diagnostic capability.  Optical Switching and Routing Products.
  -
    Optical Add/Drop Multiplexers. Optical add/drop
    multiplexers, or OADMs, are used when part of the information
    from an optical signal carried on the network is demultiplexed,
    or dropped, at an intermediate point and different information
    is multiplexed, or added, for subsequent transmission. The
    remaining traffic passes through the multiplexer without
    additional processing. The OADM is typically used for rerouting
    a number of specific optical wavelengths with different end
    destinations. OADMs can also include other optical components
    such as optical conditioning products or optical monitoring
    products for increased functionality.-
    Reconfigurable OADMs (ROADMs). ROADMs
    combine OADM functionality, optical wavelength selective
    switching, or WSS, and conditioning products, electronic
    circuitry, integrated firmware and software to add remote
    configuration and provisioning flexibility to the network by
    allowing the dynamic add/drop of selective optical wavelengths
    having variable amplitudes for different end destinations.-
    Switches. Optical switches are devices that can
    direct optical signals to different end destinations.-
    Circulators. Circulators consist of sophisticated
    micro-optic components that are used to
    re-direct
    optical signals. Circulators are also used in dispersion
    compensation applications and in DWDM fiber grating based
    wavelength expansion products.  Wavelength Conditioning Products.
 10




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-
    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 desired power. The amount
    of power reduction of a particular optical signal can be
    adjusted to match the power of other optical signals in the
    network thereby enhancing network performance and service
    quality.-
    Variable Multiplexers. Variable Multiplexers combine
    multiple ITU channel signals along with the function of
    adjusting the power level. The subsystems attenuate the power
    level of individual ITU signals to achieve equalization of the
    spectrum or blocking specific channels.-
    Dynamic Band Equalization Products. Dynamic band
    equalization products monitor and adjust power levels of
    multiple bands of ITU channels. These subsystems separate
    multiple ITU channels into bands of channels, and then monitor
    and control the power levels of these bands through standard
    telecommunication interfaces such as RS232 and then combine
    these multiple bands onto a single fiber. They are used for
    power equalization in various parts of the network including
    metro and long haul.  Optical
    Interconnect Products
    Connectors and Adapters.
  Fixed Attenuators.
  Patchcords.
  Termination and Distribution Enclosures. end-to-end
  Transmission
    Products
   11




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SFP Transceivers.
  SFP+ Transceivers.
  XFP Transceivers. SONET/SDH,
  CWDM Transceivers. MUX/DMUX
  OC-192
  Bi-Directional Transceivers.
   12




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DWDM Transceivers.
    Optical Supervisory Channel Transceivers.
  GEPON Products.
  Customers
    Backlog
   13




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Marketing,
    Sales and Customer Support
  and/or
    Research
    and Development
      Manufacturing
     14




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Quality
  9001-1994 9001-2000
  Competition
    -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
  -
   15




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O-Net
    Intellectual
    Property
          Employees
   16




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Financial
    Information About Geographic Areas
    Years Ended June 30,2010


2009


2008Revenues:United States

$
46,963


$
48,154


$
72,098China


34,698



34,529



31,713Europe


24,012



24,001



23,664Japan


16,624



17,462



17,783Canada


4,163



6,949



17,912Asia-Pacific (excluding China and Japan)


12,349



12,637



13,083Totals

$
138,809


$
143,732


$
176,253     June 30,2010


2009United States

$
5,959


$
7,492Asia


27,404



22,826Totals

$
33,363


$
30,318   Executive
    Officers
    Name

Age

PositionJoseph Y. Liu


59


Chairman and Chief Executive OfficerShirley Yin


42


Senior Vice President and Chief Financial OfficerPeter Lee


36


Chief Operating OfficerRiver Gong


47


Senior Vice President, Worldwide SalesStephen M. Welles


42


Vice President, General Counsel and Secretary   Joseph Y. Liu,
  Shirley Yin
 17




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Peter Lee
  River Gong,
  Stephen M. Welles
  Directors
    Name

Age

PositionJoseph Y. Liu


59


Chairman and Chief Executive OfficerChieh Chang


58


DirectorTim Christoffersen


68


DirectorJesse W. Jack


74


DirectorHua Lee


58


Director   Joseph Y. Lius
  Chieh Chang
  Tim Christoffersen
 18




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Jesse W. Jack
  Hua Lee
 Item 1A -
    Risk Factors        Our
    quarterly revenues and operating results may fluctuate
    significantly from quarter to quarter, which may cause our stock
    price to drop.
    
    current uncertain macro-economic climate could lead to reduced
    demand from our customers, 19




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increased price competition for our products, and increased risk
    of excess and obsolete inventories;  
    fluctuations in demand for, and sales of, our products;
    declines in the average selling prices of our products;
    fluctuations in the mix of products sold during a quarter (for
    example, the percentage of total sales represented by lower
    margin products such as our ROADM products and line transmission
    applications products);
    competitive factors in the fiber optic components and subsystems
    market, including introductions of new products, new
    technologies and product enhancements by competitors,
    consolidation of competitors, customers and service provider end
    users and pricing pressures;
    the ability of our manufacturing operations in China to timely
    produce and deliver products in the quantity and of the quality
    our customers require;
    our inability to cut costs quickly in the event of market or
    demand downturns, due to the fact that a high percentage of our
    expenses, including those related to manufacturing, engineering,
    research and development, sales and marketing and general and
    administrative functions, are fixed in the short term;
    the availability of materials and components used in our
    products or increases in the prices of these materials;
    our ability to develop, introduce, manufacture and ship new and
    enhanced optical networking products in a timely manner and in
    production quantities without defects or other quality
    issues; and
    costs associated with, and the outcomes of, any intellectual
    property or other litigation to which we may be a party.  We
    expect volatility in our stock price, which could cause you to
    lose all or part of your investment.
  intra-day
  
    quarterly variations in our operating results;
    changes in financial estimates by securities analysts
    and/or our
    failure to meet estimates;
    changes in market values of comparable companies;
    announcements by our competitors or us of new products or of
    significant acquisitions, strategic partnerships or joint
    ventures;
    any loss by us of a major customer;
    economic fluctuations in the market for optical communications
    products, or in the telecommunications industry generally;
    the outcome of, and costs associated with, any litigation to
    which we are or may become a party;
    departures of key management or engineering personnel; and
    future sales of our common stock. 20




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We are
    subject to the cyclical nature of the telecommunications
    equipment market and any future downturn may reduce demand for
    our products and revenue.
    period-to-period
  year-to-year,
    Because
    we depend on third parties to supply some of our materials and
    components, we may not be able to obtain sufficient quantities
    of these materials, which could limit our ability to fill
    customer orders and harm our operating results.
  and/or and/or
 21




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Shifts
    in our product mix may result in declines in gross
    margins.
    Resources
    devoted to research and development may not yield new products
    that achieve commercial success.
    We
    depend upon a small number of customers for a substantial
    portion of our revenues, and any decrease in revenues from, or
    loss of, these customers without a corresponding increase in
    revenues from other customers would harm our operating
    results.
        Our
    cost advantage from having our manufacturing and most of our
    R&D in China may diminish over time due to increasing labor
    costs.
  and/or
 22




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We may
    be involved in intellectual property disputes in the future,
    which could divert managements attention, cause us to
    incur significant costs and prevent us from selling or using the
    challenged technology.
    
    obtain from the owner of the infringed intellectual property
    right a license to sell or use the relevant technology, which
    license may not be available on reasonable terms, or at all;
    stop selling, incorporating or using our products that use the
    challenged intellectual property;
    pay substantial monetary damages; or
    redesign the products that use the technology.          We are
    under continuous pressure to reduce the prices of our
    products.
   23




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Our
    products may have defects that are not detected until full
    deployment of a customers equipment, which could result in
    a loss of customers, damage to our reputation and substantial
    costs.
    
    loss of customers;
    loss of or delay in revenues;
    loss of market share;
    damage to our brand and reputation;
    inability to attract new customers or achieve market acceptance;
    diversion of development resources;
    increased service and warranty costs;
    legal actions by our customers; and
    increased insurance costs.  We
    have incurred substantial losses in the past, and if we are
    unable to continue to increase our revenues while controlling
    our costs and operating expenses, we may be unable to sustain
    our profitability.
    If we
    do not successfully increase our manufacturing capacity, we may
    face capacity constraints that could harm our
    business.
    and/or
 24




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Our
    sales are mostly made pursuant to short-lead-time purchase
    orders, and therefore our revenue and financial results are
    difficult to predict.
    
    may stop purchasing our products or defer their purchases on
    short notice;
    are free to purchase products from our competitors;
    are not required to make minimum purchases; and
    may cancel orders that they place with us on short notice.    If we
    are unable to develop new products and product enhancements that
    achieve market acceptance, our revenues could decline, which
    would harm our operating results.
       25




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Our
    ROADM Optical Switching and Routing product accounts for a
    significant portion of our revenues.
        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.
  O-Net
   26




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If our
    customers do not approve our manufacturing processes and qualify
    our products, we will lose significant customer sales and
    opportunities.
      If we
    are unable to successfully integrate acquired businesses or
    technologies, our operating results may be harmed.
    
    additional operating expenses without additional revenues;
    potential dilutive issuances of equity securities;
    the incurrence of debt and contingent liabilities;
    intangible asset write-offs;
    research and development write-offs;
    other acquisition-related expenses; and
    cannibalization of product lines leading to revenue attrition.   27




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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.  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; 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.   28




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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.
    We
    depend on key personnel to manage our business effectively in a
    rapidly changing market, and if we are unable to retain our key
    employees and hire additional personnel, our ability to sell our
    products could be harmed.
      We are
    exposed to currency rate fluctuations and exchange controls that
    could adversely impact our operating results.
     29




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If our
    liability for U.S. and foreign taxes is greater than we have
    anticipated and reserved for, our operating results may
    suffer.
    The
    tax benefits available to our subsidiaries located in China are
    currently being phased out, which will result in higher taxes
    required to be paid by our Chinese subsidiaries than were
    required in the past.
    If we
    are unable to protect our proprietary technology, our ability to
    succeed will be harmed.
    Our
    failure to comply with governmental regulations could subject us
    to liability. New laws could be enacted that increase the risks
    and costs to Oplink.
     30




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Changes
    in existing financial accounting standards or practices may
    adversely affect our results of operations.
   31




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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;
    difficulties and costs of staffing and managing foreign
    operations with personnel who have expertise in optical network
    technology;
    unexpected changes in regulatory or certification requirements
    for optical systems or networks;
    disruptions in the transportation of our products and other
    risks related to the infrastructure of foreign countries;
    economic instability;
    any future outbreak of severe acute respiratory syndrome, avian
    influenza and other epidemics or illnesses; and
    power shortages at our manufacturing facilities in China, which
    may lead to production delays.      Provisions
    of our charter documents and Delaware law and other arrangements
    may have
    anti-takeover
    effects that could prevent any change in control, which could
    negatively affect your investment.
    
    issue preferred stock with rights senior to those of the common
    stock without any further vote or action by the stockholders;
    provide for a classified board of directors;
    eliminate the right of the stockholders to call a special
    meeting of stockholders;
    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. 32




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    
    We own our building in Fremont, California, totaling
    approximately 51,000 square feet. The building is our
    headquarters and is used for administration, sales and
    marketing, and research and development.
    We own our facility in the Zhuhai Free Trade Zone, China,
    totaling approximately 787,000 square feet. Our facility in
    the Zhuhai Free Trade Zone is our principal manufacturing center
    and is also used for administration, research and development,
    and employee living quarters. We currently lease
    68,000 square feet of our facility in the Zhuhai Free Trade
    Zone to third parties. We plan to terminate the lease by the end
    of calendar year 2010 to accommodate our future production
    capacity requirement.
    We own our facility in Taipei, Taiwan, totaling approximately
    30,000 square feet which is used to maintain complete
    in-house manufacturing capabilities for our optical interconnect
    products including product design, supply chain management,
    quality control, manufacturing and sales and marketing.
    We also own a 61,000 square feet research and development
    facility in Wuhan, China, of which 20,000 square feet is
    currently leased to third parties.    
    We lease a total of approximately 46,000 square feet in
    Shanghai, China. Our Shanghai facilities are used for
    manufacturing, administration, and research and development. The
    lease for our Shanghai facilities expires in July 2011.
    We lease a research and development site in Hsinchu, Taiwan.
    This lease is for an 8,400 square feet facility and expires
    on December 31, 2012.
    We lease a small facility in Woodland Hills, California. The
    facility is used for sales and marketing and supply chain
    management. The lease expires in January 2011.    Item 3.
    Legal
    Proceedings    Item 4.
    (Removed
    and Reserved) 33




---



##### Table of Contents



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 2010:Quarter ended June 30, 2010

$
19.60


$
13.40Quarter ended March 31, 2010

$
19.16


$
14.80Quarter ended December 31, 2009

$
18.00


$
14.40Quarter ended September 30, 2009

$
14.37


$
11.16Fiscal 2009:Quarter ended June 30, 2009

$
12.99


$
7.56Quarter ended March 31, 2009

$
8.60


$
5.95Quarter ended December 31, 2008

$
12.31


$
5.14Quarter ended September 30, 2008

$
14.00


$
9.39    34




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##### 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 6/30/05 in stock
    or index, including reinvestment of dividends.
 Fiscal year ending June 30.
  6/05

6/06

6/07

6/08

6/09

6/10Oplink Communications, Inc.


100.00



158.58



129.91



83.14



98.73



124.11NASDAQ Composite


100.00



107.08



130.99



114.02



90.79



105.54NASDAQ Telecommunications


100.00



104.77



148.09



129.55



101.24



105.45   Use of
    Proceeds from Sales of Registered Securities
  Form S-1 (No. 333-41506).
 35




---



##### Table of Contents



Repurchases
    of Equity Securities
    Total Number of


Approximate DollarShares Purchased


Value of Shares thatTotal Number





as Part of Publicly


may yet beof Shares


Average Price


Announced Plans


Purchased Under theMonth

Purchased


Paid per Share


or Programs


Plans or ProgramsMarch 29  April 25, 2010





$







$
16.5 million (1
)April 26  May 23, 2010


639,100



14.76



639,100


$
7.1 millionMay 24  June 27, 2010


883,805



14.21



883,805


$
34.5 million (2
)1,522,905


$
14.44



1,522,905     (1)
    
    In August 2008, Oplink announced a
    share repurchase program authorizing the repurchase up to
    $20 million of its common stock. Approximately
    $3.5 million of common stock was repurchased under this
    program during fiscal 2009. No shares were purchased under this
    program during the first ten months of fiscal 2010.(2)
    
    On June 1, 2010, Oplink
    announced a new program authorizing the repurchase up to an
    additional $40 million of its common stock.  Equity
    Compensation Plan Information
    Item 6.
    Selected
    Financial Data  Form 10-K. Form 10-K.
  Form 10-K.
      36




---



##### Table of Contents



Years Ended June 30,2010


2009


2008


2007


2006(In thousands, except per share data)Consolidated Statement of Operations Data:Revenues

$
138,809


$
143,732


$
176,253


$
107,499


$
54,846Cost of revenues:Cost of revenues


94,265



110,611



140,539



78,588



39,121Stock compensation expense


373



459



456



315



248Total cost of revenues


94,638



111,070



140,995



78,903



39,369Gross profit


44,171



32,662



35,258



28,596



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


10,097



10,819



14,393



6,796



6,140Stock compensation expense


1,061



980



1,022



618



557Total research and development


11,158



11,799



15,415



7,414



6,697Sales and marketing:Sales and marketing


8,238



8,076



10,501



6,064



4,092Stock compensation expense


1,368



1,105



1,001



733



580Total sales and marketing


9,606



9,181



11,502



6,797



4,672General and administrative:General and administrative


7,623



9,639



14,268



7,102



6,300Stock compensation expense


3,218



2,848



5,452



3,045



1,279Total general and administrative


10,841



12,487



19,720



10,147



7,579Impairment charge






10,829



626







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










2,285



216



(72
)Merger fees










5,618



1,451



In-process research and development


















1,120Amortization of goodwill, intangible and other assets


1,651



1,648



1,519



222



72Total operating expenses


33,256



45,944



56,685



26,247



20,068Income (loss) from operations


10,915



(13,282
)


(21,427
)


2,349



(4,591
)Interest and other income, net


867



3,066



7,518



9,666



7,030Gain (loss) on sale or disposal of assets


942



(1,533
)


2,305



(18
)


(458
)Income (loss) before provision for income taxes


12,724



(11,749
)


(11,604
)


11,997



1,981Provision for income taxes


(1,645
)


(2,074
)


(1,045
)


(241
)


(73
)Net income (loss)


11,079



(13,823
)


(12,649
)


11,756



1,908Net loss attributable to noncontrolling interest










(5,891
)


(1,418
)


(30
)Net income (loss) attributable to Oplink Communications, Inc.

$
11,079


$
(13,823
)

$
(6,758
)

$
13,174


$
1,938Net income (loss) per share attributable toOplink Communications, Inc.:Basic

$
0.54


$
(0.67
)

$
(0.31
)

$
0.60


$
0.09Diluted

$
0.51


$
(0.67
)

$
(0.31
)

$
0.57


$
0.09Shares used in per share calculation:Basic


20,699



20,589



21,533



22,071



21,353Diluted


21,631



20,589



21,533



22,942



22,184   June 30,2010


2009


2008


2007


2006(In thousands)Consolidated Balance Sheet Data:Cash, cash equivalents, and short-term and long-term investments

$
160,343


$
168,656


$
142,081


$
227,878


$
188,280Working capital


182,606



188,750



159,696



254,076



138,276Total assets


259,598



249,947



268,740



368,389



237,955Long-term liabilities


4,923



3,492



989



207



30Total stockholders equity

$
228,649


$
228,027


$
238,270


$
269,775


$
227,140  37




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##### Table of Contents



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
        Revenues.
  Cost of Revenues.
 38




---



##### Table of Contents



Research and Development Expenses.
  Sales and Marketing Expenses.
  General and Administrative Expenses.
  Stock Compensation Expense.
    Use of
    Estimates and Critical Accounting Policies
     39




---



##### Table of Contents



Revenue
    Recognition and Product Returns
    Depreciation
    and Amortization Expenses
    Accrued
    Warranty
    Allowance
    for Doubtful Accounts
   40




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##### Table of Contents



Excess
    and Obsolete Inventory
    Impairment
    of Investments
  held-to-maturity available-for-sale. Held-to-maturity Available-for-sale held-to-maturity
  Impairment
    of Long-Lived Asset
   41




---



##### Table of Contents



Impairment
    of Goodwill and Other Intangible Assets
      Fair
    Value Accounting
        Business
    Combinations
   42




---



##### Table of Contents



Income
    Taxes
    and/or
    Stock
    Compensation
     43




---



##### Table of Contents



Loss
    Contingencies
    Results
    of Operations for Fiscal 2010, 2009 and 2008
  Revenues
  Years Ended






Years EndedJune 30,



Percentage


June 30,



Percentage2010

2009

Change

Change


2009

2008

Change

Change(In thousands, except percentages)Revenues

$
138,809


$
143,732


$
(4,923
)


−3.4
%


$
143,732


$
176,253


$
(32,521
)


−18.5
%        44




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##### Table of Contents



Gross
    Profit
  Years Ended






Years EndedJune 30,



Percentage


June 30,



Percentage2010

2009

Change

Change


2009

2008

Change

Change(In thousands, except percentages)Gross profit

$
44,171


$
32,662


$
11,509



35.2
%


$
32,662


$
35,258


$
(2,596
)


−7.4
%Gross profit margin


31.8
%


22.7
%











22.7
%


20.0
%   and/or
     45




---



##### Table of Contents



Research
    and Development
  Years Ended






Years EndedJune 30,



Percentage


June 30,



Percentage2010

2009

Change

Change


2009

2008

Change

Change(In thousands, except percentages)Research and development

$
11,158


$
11,799


$
(641
)


−5.4
%


$
11,799


$
15,415


$
(3,616
)


−23.5
%       Sales and
    Marketing
  Years Ended






Years EndedJune 30,



Percentage


June 30,



Percentage2010

2009

Change

Change


2009

2008

Change

Change(In thousands, except percentages)Sales and marketing

$
9,606


$
9,181


$
425



4.6
%


$
9,181


$
11,502


$
(2,321
)


−20.2
%       General
    and Administrative
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2010


2009


Change


Change



2009


2008


Change


Change(In thousands, except percentages)General and administrative

$
10,841


$
12,487


$
(1,646
)


−13.2
%


$
12,487


$
19,720


$
(7,233
)


−36.7
%  46




---



##### Table of Contents



change-in-control
  Stock
    Compensation Expense
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2010


2009


Change


Change



2009


2008


Change


Change(In thousands, except percentages)Stock compensation expense

$
6,020


$
5,392


$
628



11.6
%


$
5,392


$
7,931


$
(2,539
)


−32.0
%       change-in-control
  Impairment Charge and Other Costs.
   47




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##### Table of Contents



Transitional Costs for Contract Manufacturing.
    Consolidation ofWorkforce


Excess FacilitiesReduction


and Other Charges


TotalBalance at June 30, 2007

$
1,234


$



$
1,234Additional charge


553



1,732



2,285Other adjustment


(100
)






(100
)Cash payments


(1,346
)


(1,732
)


(3,078
)Balance at June 30, 2008


341







341Reclassification


(199
)


160



(39
)Cash payments


(142
)






(142
)Balance at June 30, 2009






160



160Other adjustment






(160
)


(160
)Balance at June 30, 2010

$



$



$
   Merger Fees.
  Amortization of Intangible and Other
    Assets.
 48




---



##### Table of Contents



Interest
    and Other Income, Net
  Years Ended









Years EndedJune 30,





Percentage



June 30,





Percentage2010


2009


Change


Change



2009


2008


Change


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

$
867


$
3,066


$
(2,199
)


−71.7
%


$
3,066


$
7,518


$
(4,452
)


−59.2
%       Gain (Loss) on Sale or Disposal of Assets.
    Provision for Income Taxes.
    Noncontrolling Interest.
 49




---



##### Table of Contents



Quarterly
    Results of Operations
   50




---



##### Table of Contents



Three Months EndedJune 30,


Mar. 31,


Dec. 31,


Sept. 30,2010


2010


2009


2009(In thousands, except per share data)(Unaudited)Revenues

$
38,878


$
33,623


$
32,743


$
33,565Cost of revenues:Cost of revenues


26,426



22,562



21,643



23,634Stock compensation expense


105



81



88



99Total cost of revenues


26,531



22,643



21,731



23,733Gross profit


12,347



10,980



11,012



9,832Operating expenses:Research and development:Research and development


3,030



2,574



2,268



2,225Stock compensation expense


306



241



245



269Total research and development


3,336



2,815



2,513



2,494Sales and marketing:Sales and marketing


2,152



2,077



1,923



2,086Stock compensation expense


350



329



361



328Total sales and marketing


2,502



2,406



2,284



2,414General and administrative:General and administrative


2,168



1,924



1,810



1,721Stock compensation expense


703



651



914



950Total general and administrative


2,871



2,575



2,724



2,671Amortization of intangible and other assets


434



410



403



404Total operating expenses


9,143



8,206



7,924



7,983Income from operations


3,204



2,774



3,088



1,849Interest and other income, net


108



292



193



274Gain on sale or disposal of assets


600



4



214



124Income before provision for income taxes


3,912



3,070



3,495



2,247Provision for income taxes


(333
)


(516
)


(358
)


(438
)Net income

$
3,579


$
2,554


$
3,137


$
1,809Net income per share:Basic

$
0.17


$
0.12


$
0.15


$
0.09Diluted

$
0.17


$
0.12


$
0.14


$
0.09Shares used in per share calculation:Basic


20,534



20,907



20,797



20,566Diluted


21,387



21,792



21,694



21,173   51




---



##### Table of Contents



Three Months EndedJune 30,


Mar. 31,


Dec. 31,


Sept. 30,2009


2009


2008


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

$
32,364


$
30,805


$
37,611


$
42,952Cost of revenues:Cost of revenues


23,009



22,018



28,939



36,645Stock compensation expense


107



108



126



118Total cost of revenues


23,116



22,126



29,065



36,763Gross profit


9,248



8,679



8,546



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


2,275



2,477



2,785



3,282Stock compensation expense


239



266



252



223Total research and development


2,514



2,743



3,037



3,505Sales and marketing:Sales and marketing


2,057



1,817



1,945



2,257Stock compensation expense


271



252



267



315Total sales and marketing


2,328



2,069



2,212



2,572General and administrative:General and administrative


1,940



2,331



2,702



2,666Stock compensation expense


590



624



723



911Total general and administrative


2,530



2,955



3,425



3,577Impairment charges and other costs










10,829



Amortization of intangible and other assets


412



412



412



412Total operating expenses


7,784



8,179



19,915



10,066Income (loss) from operations


1,464



500



(11,369
)


(3,877
)Interest and other income, net


429



297



1,300



1,040Loss on sale or disposal of assets


(740
)


(182
)


(492
)


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


1,153



615



(10,561
)


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


(904
)


(729
)


15



(456
)Net income (loss)

$
249


$
(114
)

$
(10,546
)

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

$
0.01


$
(0.01
)

$
(0.51
)

$
(0.16
)Diluted

$
0.01


$
(0.01
)

$
(0.51
)

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


20,447



20,468



20,686



20,757Diluted


20,892



20,468



20,686



20,757   quarter-to-quarter
 52




---



##### Table of Contents



Liquidity
    and Capital Resources
      Fiscal
    2010
             53




---



##### Table of Contents



available-for-sale held-to-maturity available-for-sale held-to-maturity
    Fiscal
    2009
                  Fiscal
    2008
   54




---



##### Table of Contents



start-up
    Off-Balance-Sheet
    Arrangements
   55




---



##### Table of Contents



Contractual
    Obligations
    Contractual Obligations Due by PeriodLess Than


1-3


4-5


After 5Contractual Obligations

Total


1 Year


Years


Years


YearsPurchase obligations

$
23,908


$
23,908


$



$



$
Operating leases


308



236



72







Capital expenditure


108



86







22



Total

$
24,324


$
24,230


$
72


$
22


$
   Recent
    Accounting Pronouncements
    2009-05, 820-10,
  2009-16
   56




---



##### Table of Contents



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


Average Rate


Carrying


Average RateValue at


of Return at


Value at


of Return atJune 30,


June 30,


June 30,


June 30,2010


2010


2009


2009(Annualized)





(Annualized)Investment Securities:Cash equivalents  variable rate

$
8,423



0.1
%

$
24,813



0.3
%Cash equivalents  fixed rate


9,759



0.2
%


4,999



0.2
%Short-term investments  variable rate










14,362



1.2
%Short-term investments  fixed rate


109,632



1.0
%


101,412



1.4
%Long-term investments  variable rate














Long-term investments  fixed rate


10,000



1.4
%


3,180



1.5
%Total

$
137,814






$
148,766   Expected Fiscal Year Maturity Date2011

2012

Total

Fair ValueLong-term investments  fixed rate

$



$
10,000


$
10,000


$
10,002Average interest rate






1.4
%


1.4
%


  57




---



##### Table of Contents



Foreign
    Currency Exchange Rate Exposure
        Item 8.
    Financial
    Statements and Supplementary Data  page F-1
 Item 9. Changes
    In and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Managements
    Report on Internal Control Over Financial
    Reporting
   58




---



##### Table of Contents



Internal Control 
    Integrated Framework
    Changes
    in Internal Controls
   59




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated
    Framework
                60




---



##### Table of Contents



Item 9B.
    Other
    Information    Part III
  Item 10.
    Directors
    and Executive Officers and Corporate Governance  Form 10-K
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accountant Fees and Services    PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules.         61




---



##### Table of Contents



Exhibit No.

Description3.1(1)

Amended and Restated Certificate of Incorporation of the
    Registrant.3.2(2)

Bylaws of the Registrant.3.3(3)

Certificate of Designation of Series A Junior Participating
    Preferred Stock of the Registrant.3.4(4)

Certificate of Amendment to Amended and Restated Certificate of
    Incorporation of the Registrant.3.5(5)

Certificate of Amendment to Amended and Restated Certificate of
    Incorporation of the Registrant.3.6(6)

Amendment to Bylaws of the Registrant4.1(7)

Rights Agreement, dated as of March 18, 2002, between the
    Registrant and The Bank of New York.10.1(8)

State-owned Land Use Rights Assignment Contract dated
    May 16, 2000 by and between the Registrant and Zhuhai
    Bonded Area Management Committee.10.2(9)*

2000 Equity Incentive Plan.10.3(10)*

Amended and Restated 2000 Employee Stock Purchase Plan.10.4(11)

2009 Equity Incentive Plan10.5(12)*

Form of Indemnity Agreement between the Registrant and each of
    its directors and executive officers.10.6(13)*

Form of Stock Option Amendment between the Registrant and its
    non-employee directors.10.7(14)*

Executive Corporate Event Agreement, dated March 21, 2003,
    between the Registrant and Joseph Y. Liu.10.8(15)*

Form of Executive Corporate Event Agreement for Executive
    Officers.10.9(16)*

Form of Notice of Grant of Restricted Stock Units under 2000
    Equity Incentive Plan and Terms and Conditions of Grant.10.10*

Form of Notice of Grant of Stock Option under 2009 Equity
    Incentive Plan and Terms and Conditions of Grant.10.11*

Form of Notice of Grant of Restricted Stock Units under 2009
    Equity Incentive Plan and Terms and Conditions of Grant.21.1

Subsidiaries of the Registrant.23.1

Consent of Burr Pilger Mayer, Inc.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).  62




---



##### Table of Contents



(1)
    
    Previously filed as Exhibit 3.2 to the Registrants
    Registration Statement on
    Form S-1/A
    filed on August 29, 2000 and incorporated herein by
    reference.(2)
    
    Previously filed as Exhibit 3.3 to the Registrants
    Registration Statement on
    Form S-1/A
    filed on August 1, 2000 and incorporated herein by
    reference.(3)
    
    Previously filed as Exhibit 4.1 to the Registrants
    Report on
    Form 8-K
    filed on March 22, 2002 and incorporated herein by
    reference.(4)
    
    Previously filed as Exhibit 3.4 to the Registrants
    Quarterly Report on
    Form 10-Q
    filed on November 14, 2005 and incorporated herein by
    reference.(5)
    
    Previously filed as Exhibit 3.5 to the Registrants
    Quarterly Report on
    Form 10-Q
    filed on February 9, 2007 and incorporated herein by
    reference.(6)
    
    Previously filed as Exhibit 3.1 to the Registrants
    Report on
    Form 8-K
    filed on December 20, 2007 and incorporated herein by
    reference.(7)
    
    Previously filed as Exhibit 4.2 to the Registrants
    Report on
    Form 8-K
    filed on March 22, 2002 and incorporated herein by
    reference.(8)
    
    Previously filed as Exhibit 10.12 to the Registrants
    Registration Statement on
    Form S-1/A
    filed on August 1, 2000 and incorporated herein by
    reference.(9)
    
    Previously filed as Exhibit 10.26 to the Registrants
    Registration Statement on
    Form S-1/A
    filed on August 1, 2000 and incorporated herein by
    reference.(10)
    
    Previously filed as Exhibit 4.9 to the Registrants
    Registration Statement on
    Form S-8
    filed on February 2, 2010 and incorporated herein by
    reference.(11)
    
    Previously filed as Exhibit 4.7 to the Registrants
    Registration Statement on
    Form S-8
    filed on February 2, 2010 and incorporated herein by
    reference.(12)
    
    Previously filed as Exhibit 10.31 to the Registrants
    Registration Statement on
    Form S-1/A
    filed on September 9, 2000 and incorporated herein by
    reference.(13)
    
    Previously filed as Exhibit 10.29 to the Registrants
    Annual Report on
    Form 10-K
    filed on September 30, 2002 and incorporated herein by
    reference.(14)
    
    Previously filed as Exhibit 10.4 to the Registrants
    Quarterly Report on
    Form 10-Q
    filed on May 13, 2003 and incorporated herein by reference.(15)
    
    Previously filed as Exhibit 10.1 to the Registrants
    Report on
    Form 8-K
    filed on September 4, 2008 and incorporated herein by
    reference.(16)
    
    Previously filed as Exhibit 10.1 to the Registrants
    Report on
    Form 8-K
    filed on August 18, 2009 and incorporated herein by
    reference.*
    
    Management contract or compensatory plan or arrangement.**
    
    The certifications attached as Exhibits 32.1 and 32.2
    accompany this Annual Report on Form
    10-K
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    and shall not be deemed filed by Oplink for purposes
    of Section 18 of the Securities Exchange Act of 1934, as
    amended. 63




---



##### Table of Contents



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

Title

Date/s/  Joseph
    Y. LiuJoseph
    Y. Liu

Chairman and Chief Executive Officer
    (Principal Executive Officer)

September 10, 2010/s/  Shirley
    YinShirley
    Yin

Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

September 10, 2010/s/  Chieh
    ChangChieh
    Chang

Director

September 10, 2010/s/  Tim
    ChristoffersenTim
    Christoffersen

Director

September 10, 2010/s/  Jesse
    W. JackJesse
    W. Jack

Director

September 10, 2010/s/  Hua
    LeeHua
    Lee

Director

September 10, 2010  64




---



##### Table of Contents



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


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-8Schedule II  Valuation and
    Qualifying Accounts


F-38  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 30,2010


2009(In thousands, except shareand per share data)ASSETSCurrent assets:Cash and cash equivalents

$
40,711


$
49,702Short-term investments


109,632



115,774Accounts receivable, net


29,728



29,023Inventories


20,902



10,031Prepaid expenses and other current assets


7,659



2,648Total current assets


208,632



207,178Long-term investments


10,000



3,180Property, plant and equipment, net


33,363



30,318Goodwill and intangible assets, net


6,952



8,848Other assets


651



423Total assets

$
259,598


$
249,947LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
14,369


$
7,580Accrued liabilities


11,536



10,044Income tax payable


121



644Accrued transitional costs for contract manufacturing






160Total current liabilities


26,026



18,428Income tax payable, non-current


3,415



2,816Other non-current liabilities


1,508



676Total liabilities


30,949



21,920Commitments and contingencies (Note 14)Stockholders equity:Common stock, $0.001 par value, 34,000,000 shares
    authorized;
    19,582,471 and 20,497,592 shares issued and outstanding as
    of June 30, 2010 and 2009, respectively


20



20Additional paid-in capital


443,825



453,083Treasury stock, at cost (82,514 shares as of June 30,
    2010)


(1,196
)


Accumulated other comprehensive income


8,243



8,246Accumulated deficit


(222,243
)


(233,322
)Total stockholders equity


228,649



228,027Total liabilities and stockholders equity

$
259,598


$
249,947   The accompanying notes are an
    integral part of these consolidated financial statements.
 F-3




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.CONSOLIDATED STATEMENTS OF
    OPERATIONS
  Years Ended June 30,2010


2009


2008(In thousands, except per share data)Revenues

$
138,809


$
143,732


$
176,253Cost of revenues:Cost of revenues


94,265



110,611



140,539Stock compensation expense


373



459



456Total cost of revenues


94,638



111,070



140,995Gross profit


44,171



32,662



35,258Operating expenses:Research and development:Research and development


10,097



10,819



14,393Stock compensation expense


1,061



980



1,022Total research and development


11,158



11,799



15,415Sales and marketing:Sales and marketing


8,238



8,076



10,501Stock compensation expense


1,368



1,105



1,001Total sales and marketing


9,606



9,181



11,502General and administrative:General and administrative


7,623



9,639



14,268Stock compensation expense


3,218



2,848



5,452Total general and administrative


10,841



12,487



19,720Impairment charge and other costs






10,829



626Transitional costs for contract manufacturing and other costs










2,285Merger fees










5,618Amortization of intangible and other assets


1,651



1,648



1,519Total operating expenses


33,256



45,944



56,685Income (loss) from operations


10,915



(13,282
)


(21,427
)Interest and other income, net


867



3,066



7,518Gain (loss) on sale or disposal of assets


942



(1,533
)


2,305Income (loss) before provision for income taxes


12,724



(11,749
)


(11,604
)Provision for income taxes


(1,645
)


(2,074
)


(1,045
)Net income (loss)


11,079



(13,823
)


(12,649
)Net loss attributable to noncontrolling interest










5,891Net income (loss) attributable to Oplink Communications,
    Inc.

$
11,079


$
(13,823
)

$
(6,758
)Net income (loss) per share attributable toOplink Communications, Inc.:Basic

$
0.54


$
(0.67
)

$
(0.31
)Diluted

$
0.51


$
(0.67
)

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


20,699



20,589



21,533Diluted


21,631



20,589



21,533   The accompanying notes are an
    integral part of these consolidated financial statements.
 F-4




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##### Table of Contents



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





Other





Non-


TotalCommon Stock


Paid in


Treasury


Comprehensive


Accumulated


Controlling


StockholdersShares


Amount


Capital


Stock


Income (Loss)


Deficit


Interest


Equity(In thousands, except share data)Balance at June 30, 2007


23,167,521


$
23


$
478,615


$



$
3,112


$
(211,975
)

$
68,749


$
338,524Exercise of stock options


175,992



1



2,043



















2,044Issuance of common stock from ESPP


115,494







1,083



















1,083Issuance of common stock in connection with acquisition










910



















910Repurchase of common stock


(2,748,565
)


(3
)






(39,997
)














(40,000
)Forfeiture of restricted stock


(291
)


























Retirement of treasury stock










(39,997
)


39,997















Stock-based compensation


19,784







6,769



















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










69



















69Cumulative effect of adoption of guidance for uncertain tax
    positions






















(766
)






(766
)Purchase of subsidiary shares from noncontrolling interest


























(62,858
)


(62,858
)Components of comprehensive income:Net loss






















(6,758
)


(5,891
)


(12,649
)Change in cumulative translation adjustments


















5,121











5,121Change in unrealized gain on investments


















23











23Total comprehensive loss






























(7,505
)Balance at June 30, 2008


20,729,935



21



449,492







8,256



(219,499
)






238,270Exercise of stock options


68,478







535



















535Issuance of common stock from ESPP


171,442







1,135



















1,135Repurchase of common stock


(488,263
)


(1
)






(3,471
)














(3,472
)Retirement of treasury stock










(3,471
)


3,471















Stock-based compensation


16,000







5,392



















5,392Components of comprehensive income:Net loss






















(13,823
)






(13,823
)Change in cumulative translation adjustments


















85











85Change in unrealized loss on investments


















(95
)










(95
)Total comprehensive loss






























(13,833
)Balance at June 30, 2009


20,497,592



20



453,083







8,246



(233,322
)






228,027Exercise of stock options


390,400







4,129



















4,129Issuance of common stock from ESPP


201,400







1,361



















1,361Repurchase of common stock


(1,522,905
)










(21,989
)














(21,989
)Forfeiture of restricted stock


(3,096
)


























Retirement of treasury stock










(20,793
)


20,793















Stock-based compensation


19,080







6,020



















6,020Tax benefit arising from disqualifying dispositions of stock
    options










25



















25Components of comprehensive income:Net income






















11,079







11,079Change in cumulative translation adjustments


















(88
)










(88
)Change in unrealized gain on investments


















85











85Total comprehensive income






























11,076Balance at June 30, 2010


19,582,471


$
20


$
443,825


$
(1,196
)

$
8,243


$
(222,243
)

$



$
228,649   The accompanying notes are an
    integral part of these consolidated financial statements.
 F-5




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##### Table of Contents





OPLINK
    COMMUNICATIONS, INC.CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  Years Ended June 30,2010


2009


2008(In thousands)Cash flows from operating activities:Net income (loss)

$
11,079


$
(13,823
)

$
(12,649
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization of property, plant and equipment


6,487



7,070



7,107Amortization of intangible assets


3,848



3,810



3,342Stock compensation expense


6,020



5,392



7,931(Recovery) provision for doubtful accounts


(28
)


438



113Inventory charges






4,065



7,274Amortization of premium (discount) on investments


546



(419
)


(687
)(Gain) loss on sale or disposal of assets


(942
)


1,533



(2,305
)Impairment charge and other costs






10,829



626Tax benefit arising from disqualifying dispositions of stock
    options


25







69Other


(62
)


(556
)


556Changes in assets and liabilities:Accounts receivable


415



4,774



1,623Inventories


(10,193
)


14,457



(3,090
)Prepaid expenses and other current assets


(5,138
)


2,933



2,041Other assets


395



130



109Accounts payable


4,756



(8,505
)


1,001Accrued liabilities and other liabilities


(328
)


(45
)


(5,342
)Net cash provided by operating activities


16,880



32,083



7,719Cash flows from investing activities:Purchases of
    available-for-sale
    investments


(205,953
)


(150,907
)


(148,547
)Sales and maturities of
    available-for-sale
    investments


211,085



82,911



130,540Purchases of
    held-to-maturity
    investments


(25,000
)


(3,198
)


(29,623
)Maturities of
    held-to-maturity
    investments


20,000



22,646



94,700Proceeds from sales of property and equipment


566



608



27,338Purchases of property, plant and equipment


(5,517
)


(4,135
)


(8,014
)Sales of cost investments










5,000Purchases of cost investments










(400
)Acquisition of businesses, net of cash acquired


(5,761
)






(81,445
)Net cash used in investing activities


(10,580
)


(52,075
)


(10,451
)Cash flows from financing activities:Proceeds from issuance of common stock


5,490



1,670



3,127Repurchases of common stock


(20,793
)


(3,472
)


(40,000
)Net cash used in financing activities


(15,303
)


(1,802
)


(36,873
)Effect of exchange rate changes on cash


12



(505
)


6Net decrease in cash and cash equivalents


(8,991
)


(22,299
)


(39,599
)Cash and cash equivalents, beginning of year


49,702



72,001



111,600Cash and cash equivalents, end of year

$
40,711


$
49,702


$
72,001Supplemental disclosures of cash flow information:Cash paid during the period for income taxes

$
1,302


$
580


$
531Supplemental non-cash investing and financing activities:Unpaid repurchases of common stock

$
1,196


$



$
Issuance of common stock and options in connection with
    acquisitions

$



$



$
910Change in unrealized gain (loss) on investments

$
85


$
(95
)

$
23Tax liabilities arising from adoption of guidance for uncertain
    tax positions

$



$



$
766   The accompanying notes are an
    integral part of these consolidated financial statements.
 F-6




---



##### Table of Contents



OPLINK
    COMMUNICATIONS, INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  NOTE 1 
    THE COMPANY:
  The
    Company
        fiber-to-the-home
    Fiscal
    year
   F-7




---



##### Table of Contents



Reclassifications
    NOTE 2 
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
  Basis
    of presentation
  non-U.S. subsidiaries
      Risks
    and uncertainties
  Form 10-K Form 10-Q
  Use of
    estimates
   F-8




---



##### Table of Contents



Cash
    and cash equivalents
    Investments
  held-to-maturity available-for-sale. Held-to-maturity Available-for-sale held-to-maturity available-for-sale held-to-maturity Other-than-temporary
    Revenue
    recognition
         F-9




---



##### Table of Contents



Foreign
    currency translations
    Fair
    value of financial instruments
  and/or Available-for-sale Held-to-maturity
  Concentration
    of credit risk
        Years Ended June 30,2010


2009


2008Customer A


21
%


20
%


25
%Customer B


14
%


17
%


14
%     Inventories
  first-in,
 F-10




---



##### Table of Contents



Accounts
    receivable and allowance for doubtful accounts
    Property,
    plant and equipment
    Impairment
    of long-lived assets
     F-11




---



##### Table of Contents



Impairment
    of goodwill and other intangible assets
    Accrued
    transitional costs for contract manufacturing
    Income
    taxes
      Research
    and development costs
   F-12




---



##### Table of Contents



Advertising
    costs
    Stock
    compensation
      Years Ended June 30,2010


2009


2008Stock-based compensation expense by type of award:Employee stock options

$
3,875


$
4,212


$
7,011Restricted stock awards


1,521



223



266Employee stock purchase plan


624



957



654Total stock-based compensation


6,020



5,392



7,931Tax effect on stock-based compensation










Net effect on net income (loss)

$
6,020


$
5,392


$
7,931Effect on net income (loss) per share:Basic

$
(0.29
)

$
(0.26
)

$
(0.37
)Diluted

$
(0.28
)

$
(0.26
)

$
(0.37
)   catch-up
       F-13




---



##### Table of Contents



Valuation
    Assumptions
    Years Ended June 30,2010


2009


2008Risk-free interest rate


2.22
%


2.78
%


3.35
%Expected term


4.6 years



4.6 years



4.5 yearsExpected dividends


0
%


0
%


0
%Volatility


48
%


52
%


46
%     Years Ended June 30,2010


2009


2008Risk-free interest rate


0.58
%


1.23
%


2.87
%Expected term


1.3 years



1.3 years



1.3 yearsExpected dividends


0
%


0
%


0
%Volatility


49
%


64
%


48
%   24-month
    Equity
    Incentive Program
     F-14




---



##### Table of Contents



Options


AwardsWeighted


Restricted


WeightedShares


Number of


Average


Stock


AverageAvailable


Options


Exercise


Awards/Units


Grant Datefor Grant


Outstanding


Price


Outstanding


Fair ValueBalance, June 30, 2007


4,211,451



3,449,236


$
16.31






$
Additional authorized


598,413















Granted


(1,485,366
)


1,465,632



11.81



19,734



13.93Converted from OCP options(1)


(594,679
)


594,679



28.35







Exercised or vested






(175,992
)


11.62



(19,734
)


13.93Canceled


1,244,988



(1,244,988
)


23.04







Expired(2)


(413,747
)














Balance, June 30, 2008


3,561,060



4,088,567



14.60







Granted


(375,040
)


359,040



12.71



16,000



13.92Exercised or vested






(68,478
)


7.80



(16,000
)


13.92Canceled


583,999



(583,999
)


17.73







Expired(2)


(89,095
)














Expired(3)


(1,804,006
)














Balance, June 30, 2009


1,876,918



3,795,130



14.06







Additional shares authorized


2,500,000















Granted


(682,513
)


175,000



15.06



501,813



13.96Exercised or vested






(390,400
)


10.58



(19,080
)


14.19Canceled


125,128



(121,128
)


27.87



(4,000
)


13.90Expired(4)


(1,406,099
)














Balance, June 30, 2010


2,413,434



3,458,602


$
14.02



478,733


$
13.96     (1)
    
    In connection with the acquisition
    of OCP, Oplink assumed 5,420,687 outstanding stock options
    issued pursuant to OCPs stock option plans and converted
    them into 594,679 options to purchase shares of Oplink common
    stock pursuant to conversion terms stated in the merger
    agreement.(2)
    
    In accordance with previous OCP
    stock option plans that have now terminated, OCP stock options
    that were granted and subsequently cancelled are not available
    for future grant.(3)
    
    The Companys 1998 Stock
    Option Plan terminated ten years after its adoption by the
    Companys board of directors and the shares not granted at
    the time of termination have expired.(4)
    
    The Companys 2000 Stock Plan
    terminated upon the adoption of the 2009 Plan and shares not
    granted at the time of termination have expired. F-15




---



##### Table of Contents



Options Outstanding


Options Vested and Exercisableat June 30, 2010


at June 30, 2010Weighted











WeightedAverage


Weighted








Average


WeightedRemaining


Average


Aggregate





Remaining


Average


AggregateNumber


Contractual


Exercise


Intrinsic


Number


Contractual


Exercise


IntrinsicRange of Exercise Price

Outstanding


Life


Price


Value


Outstanding


Life


Price


Value(In years)





(In thousands)





(In years)





(In thousands)$ 1.00 - $  5.00


406,904



2.3


$
4.62


$
4,187



406,904



2.3


$
4.62


$
4,187$ 5.01 - $  8.00


383,463



3.0



5.73



3,520



351,567



2.6



5.56



3,287$ 8.01 - $ 10.00


27,367



1.4



8.76



168



27,367



1.4



8.76



168$10.01 - $ 11.00


427,983



7.4



10.09



2,062



230,212



7.1



10.09



1,109$11.01 - $ 13.00


221,154



6.9



12.16



608



131,848



6.2



12.31



342$13.01 - $ 15.00


665,475



6.8



13.81



734



394,611



6.3



13.68



484$15.01 - $ 18.00


310,553



6.7



16.91







192,381



5.7



17.42



$18.01 - $ 20.00


190,626



3.5



18.87







184,921



3.5



18.86



$20.01 - $ 27.00


751,083



5.9



20.24







748,731



5.9



20.24



$28.00 - $ 35.00


38,137



0.3



34.25







38,137



0.3



34.25



$42.00 - $158.00


35,857



0.3



73.44







35,857



0.3



73.44



3,458,602



5.4


$
14.02


$
11,280



2,742,536



4.8


$
14.35


$
9,578Vested and expected to vest


3,413,790



5.4


$
14.04


$
11,181     in-the-money
    Employee
    Stock Purchase Plan
   F-16




---



##### Table of Contents



Derivative
    financial instruments and hedging activities
    Comprehensive
    income (loss)
    June 30,2010


2009Accumulated other comprehensive income:Cumulative translation adjustment

$
8,241


$
8,329Unrealized gain (loss) on investments, net


2



(83
)$
8,243


$
8,246     Years Ended June 30,2010


2009


2008Net income (loss)

$
11,079


$
(13,823
)

$
(6,758
)Change in cumulative translation adjustment


(88
)


85



5,121Change in unrealized gain (loss) on investments, net


85



(95
)


23Total comprehensive income (loss)

$
11,076


$
(13,833
)

$
(1,614
)   Net
    income (loss) per share
   F-17




---



##### Table of Contents



Years Ended June 30,2010


2009


2008Numerator:Net income (loss)

$
11,079


$
(13,823
)

$
(6,758
)Denominator:Weighted average shares outstanding - basic


20,699



20,589



21,533Effect of dilutive potential shares


932







Weighted average shares outstanding  diluted


21,631



20,589



21,533Net income (loss) per share  basic

$
0.54


$
(0.67
)

$
(0.31
)Net income (loss) per share  diluted

$
0.51


$
(0.67
)

$
(0.31
)Antidilutive stock options not included
    in net income (loss) per share calculation


1,688



3,795



4,089   Recently
    issued accounting standards
    2009-05, 820-10,
  2009-16
   F-18




---



##### Table of Contents



NOTE 3 
    SHORT-TERM AND LONG-TERM INVESTMENTS
      June 30, 2010Gross


GrossCarrying


Amortized


Unrealized


Unrealized


EstimatedValue


Cost


Gains


Losses


Fair ValueShort-term investments:Certificates of deposit

$
6,823


$
6,823


$



$



$
6,823United States government agencies


14,994



14,993



4







14,997United States Treasury


41,946



41,912



34







41,946Corporate securities


45,869



45,902







(33
)


45,869Total short-term investments


109,632



109,630



38



(33
)


109,635Long-term investments:United States government agencies


10,000



10,000



2







10,002Total long-term investments


10,000



10,000



2







10,002Total investments

$
119,632


$
119,630


$
40


$
(33
)

$
119,637   June 30, 2009Gross


GrossCarrying


Amortized


Unrealized


Unrealized


EstimatedValue


Cost


Gains


Losses


Fair ValueShort-term investments:Certificates of deposit

$
3,140


$
3,140


$



$



$
3,140United States government agencies


10,004



10,001



3



(2
)


10,002United States Treasury


48,971



48,944



27







48,971Corporate securities


53,659



53,772



13



(126
)


53,659Total short-term investments


115,774



115,857



43



(128
)


115,772Long-term investments:Corporate securities


3,180



3,180











3,180Total long-term investments


3,180



3,180











3,180Total investments

$
118,954


$
119,037


$
43


$
(128
)

$
118,952  F-19




---



##### Table of Contents



available-for-sale held-to-maturity
  June 30, 2010Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueAvailable-for-sale
    investments:Certificates of deposit

$
6,823


$



$



$
6,823United States government agencies


9,993



1







9,994United States Treasury


41,912



34







41,946Corporate securities


42,801







(33
)


42,768Total
    available-for-sale
    investments


101,529



35



(33
)


101,531Held-to-maturity
    investments:Corporate securities


3,101











3,101United States government agencies


15,000



5







15,005Total
    held-to-maturity
    investments


18,101



5







18,106Total investments

$
119,630


$
40


$
(33
)

$
119,637   June 30, 2009Gross


GrossAmortized


Unrealized


Unrealized


EstimatedCost


Gains


Losses


Fair ValueAvailable-for-sale
    investments:Certificates of deposit

$
3,140


$



$



$
3,140United States government agencies


5,000



3







5,003United States Treasury


48,944



27







48,971Corporate securities


53,772



13



(126
)


53,659Total
    available-for-sale
    investments


110,856



43



(126
)


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


3,180











3,180United States government agencies


5,001







(2
)


4,999Total
    held-to-maturity
    investments


8,181







(2
)


8,179Total investments

$
119,037


$
43


$
(128
)

$
118,952   available-for-sale available-for-sale available-for-sale held-to-maturity
 F-20




---



##### Table of Contents



available-for-sale held-to-maturity
  June 30, 2010In Loss Position< 12 monthsGrossFair


UnrealizedValue


LossesAvailable-for-sale
    investments:Corporate securities

$
37,772


$
(33
)Total
    available-for-sale
    investments


37,772



(33
)Total investments in loss position

$
37,772


$
(33
)   June 30, 2009In Loss Position< 12 monthsGrossFair


UnrealizedValue


LossesAvailable-for-sale
    investments:Corporate securities

$
20,380


$
(126
)Total
    available-for-sale
    investments


20,380



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


4,999



(2
)Total
    held-to-maturity
    investments


4,999



(2
)Total investments in loss position

$
25,379


$
(128
)       June 30, 2010


June 30, 2009Amortized


Estimated


Amortized


EstimatedCost


Fair Value


Cost


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

$
101,529


$
101,531


$
110,856


$
110,773Total
    available-for-sale
    investments


101,529



101,531



110,856



110,773Held-to-maturity
    investments:Due in one year or less


8,101



8,101



5,001



4,999Due in one year to five years


10,000



10,005



3,180



3,180Total
    held-to-maturity
    investments


18,101



18,106



8,181



8,179Total investments

$
119,630


$
119,637


$
119,037


$
118,952   NOTE 4 
    FAIR VALUE ACCOUNTING
   F-21




---



##### Table of Contents




    Level 1 inputs are quoted prices (unadjusted) in active
    markets for identical assets or liabilities that the reporting
    entity has the ability to access at the measurement date;
    Level 2 inputs are inputs other than quoted prices included
    within Level 1 that are observable for the asset or
    liability, either directly or indirectly; and
    Level 3 inputs are unobservable inputs for the asset or
    liability.        Items Measured
    at Fair Value on a Recurring Basis
    June 30, 2010Level 1


Level 2


Level 3


TotalFinancial assets:Money market funds

$
10,182


$



$



$
10,182Certificates of deposit






6,823







6,823United States government agencies






9,994







9,994United States Treasury






41,946







41,946Corporate securities






50,768







50,768Total financial assets

$
10,182


$
109,531


$



$
119,713Financial liabilities

$



$



$



$
   F-22




---



##### Table of Contents



June 30, 2009Level 1


Level 2


Level 3


TotalFinancial assets:Money market funds

$
24,813


$



$



$
24,813Certificates of deposit






3,140







3,140United States government agencies






5,003







5,003United States Treasury






48,971







48,971Corporate securities






58,658







58,658Total financial assets

$
24,813


$
115,772


$



$
140,585Financial liabilities

$



$



$



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


Excess FacilitiesReduction


and Other Charges


TotalBalance at June 30, 2007

$
1,234


$



$
1,234Additional charge


553



1,732



2,285Other adjustment


(100
)






(100
)Cash payments


(1,346
)


(1,732
)


(3,078
)Balance at June 30, 2008


341







341Reclassification


(199
)


160



(39
)Cash payments


(142
)






(142
)Balance at June 30, 2009






160



160Other adjustment






(160
)


(160
)Balance at June 30, 2010

$



$



$
    F-23




---



##### Table of Contents



NOTE 6 
    ACQUISITIONS
  Acquisition
    in fiscal 2010
          Cash

$
6,215Fair value of total consideration

$
6,215Net working capital

$
2,657Property, plant, and equipment


4,162Other non-current assets


188Developed technology


410Customer relationships


190Trade name


180Other non-current liabilities


(1,397
)Total identifiable net assets


6,390Fair value of noncontrolling interest


(597
)Goodwill


422Total

$
6,215    F-24




---



##### Table of Contents



Acquisitions
    in fiscal 2008
  change-in-control
  Net working capital

$
87,235Net fixed assets


3,696Other net assets


2,951Identifiable intangible assets


9,012Total purchase price

$
102,894    F-25




---



##### Table of Contents



Cash

$
79,379Fair value of assumed vested stock options


910Transaction costs


1,406Total purchase price

$
81,695     Net working capital

$
47,503Net fixed assets


5,946Other net assets


11,299Identifiable intangible assets


6,692Goodwill


10,255Total purchase price

$
81,695    Years EndedJune 30,


June 30,2008


2007Net revenues

$
176,253


$
170,598Net (loss) income

$
(12,104
)

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

$
(0.56
)

$
(0.82
)Diluted

$
(0.56
)

$
(0.82
)Shares used in per share calculationsBasic


21,533



22,864Diluted


21,533



22,864    F-26




---



##### Table of Contents



NOTE 7 
    GOODWILL AND INTANGIBLE ASSETS, NET
    Estimated


Gross


AccumulatedJune 30, 2010

Useful Life


Amount


Amortization


Net(In years)Technology


4-6


$
9,592


$
6,099


$
3,493Customer relationships


3-7



5,671



3,882



1,789Trade name


3-6



1,775



760



1,015Backlog


1



188



105



83Total





$
17,226


$
10,846


$
6,380   Estimated


Gross


AccumulatedJune 30, 2009

Useful Life


Amount


Amortization


Net(In years)Technology


4


$
8,673


$
3,903


$
4,770Trade name


6



1,595



474



1,121Customer relationships


3-4



5,481



2,524



2,957Backlog


1



97



97



Total





$
15,846


$
6,998


$
8,848     Years Ended June 30,Reported as:

2010


2009


2008Cost of revenues

$
2,197


$
2,162


$
1,823Operating expenses


1,651



1,648



1,519Total

$
3,848


$
3,810


$
3,342     Fiscal Years Ending June 30,

Amount2011

$
4,0032012


1,3092013


4842014


2472015


177After 2015


160$
6,380    F-27




---



##### Table of Contents



NOTE 8 
    OTHER INVESTMENTS
  start-up
  NOTE 9 
    BALANCE SHEET COMPONENTS (IN THOUSANDS)
  June 30,2010


2009Accounts receivable, net:Accounts receivable

$
30,192


$
29,659Less: Allowance for doubtful accounts


(464
)


(636
)$
29,728


$
29,023Inventories, net:Raw materials

$
13,744


$
7,809Work-in-process


7,158



2,222$
20,902


$
10,031Property, plant and equipment, net:Production and engineering equipment

$
42,780


$
49,920Computer hardware and software


7,654



7,352Building and leasehold improvements


26,296



21,819Land


4,168



1,949Construction in progress






1,47780,898



82,517Less: Accumulated depreciation and amortization


(47,535
)


(52,199
)$
33,363


$
30,318Accrued liabilities:Payroll and related expenses

$
3,792


$
3,120Employee withholdings and related expenses


531



586Accrued professional fees


1,168



1,561Accrued sales commission


486



535Accrued sales return


541



595Accrued warranty


421



371Advance deposits from customers


480



123Other


4,117



3,153$
11,536


$
10,044   NOTE 10 
    ACCRUED WARRANTY
   F-28




---



##### Table of Contents



Balance at June 30, 2007

$
445Accruals for warranties issued during the year


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


(2
)Cost of warranty repair


(317
)Balance at June 30, 2008


286Accruals for warranties issued during the year


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


129Cost of warranty repair


(331
)Balance at June 30, 2009


371Accruals for warranties issued during the year


230Adjustments related to pre-existing warranties including
    expirations and changes in estimates


116Cost of warranty repair


(296
)Balance at June 30, 2010

$
421   NOTE 11 
    INCOME TAXES
  non-U.S. income non-U.S. loss
  Years Ended June 30,2010


2009


2008Current income tax expense (benefit):Federal

$
(181
)

$
228


$
525State


386



442



134Foreign


697



1,404



386902



2,074



1,045Deferred income tax expense:Federal


432







State










Foreign


311







743







Total provision for income taxes

$
1,645


$
2,074


$
1,045  F-29




---



##### Table of Contents



June 30,2010


2009Deferred tax assets:Net operating loss carryforwards

$
31,504


$
37,082Accruals and reserves


16,849



17,179Credit carryforwards


7,869



7,152Gross deferred tax assets


56,222



61,413Valuation allowance


(53,665
)


(57,257
)Net deferred tax assets


2,557



4,156Deferred tax liabilities


(2,691
)


(3,724
)Total net deferred tax (liabilities) assets

$
(134
)

$
432Recorded as:Prepaid expenses and other current assets

$
118


$
901Other assets


119



Other non-current liabilities


(371
)


(469
)Total net deferred tax (liabilities) assets

$
(134
)

$
432     June 30,2010


2009


2008Tax at federal statutory rate


35
%


35
%


35
%State, net of federal benefit


2
%


(2
)%


(1
)%Research credit carryforward


(0
)%


1
%


Stock compensation


4
%


(9
)%


(9
)%Foreign rate differences


0
%


6
%


7
%Change in valuation allowance


(27
)%


(22
)%


53
%Intangible impairment






(35
)%


Purchase accounting adjustments










(16
)%Permanent differences and true ups










(2
)%Unbenefitted pre-acquisition losses










(58
)%Minority Interest










(18
)%Other


(1
)%


8
%


Effective tax rate


13
%


(18
)%


(9
)%      F-30




---



##### Table of Contents



Balance at July 1, 2007

$
766Increases related to tax positions taken during prior years


Increases related to tax positions taken during current year


Settlements


Balance at June 30, 2008


766Increases related to tax positions taken during prior years


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


1,118Settlements


Balance at June 30, 2009


4,826Increases related to tax positions taken during prior years


46Increases related to tax positions taken during current year


360Settlements


Balance at June 30, 2010

$
5,232        F-31




---



##### Table of Contents



NOTE 12 
    STOCKHOLDERS EQUITY
  Authorized
    Shares
  one-for-seven
    Purchase
    Rights Plan
   F-32




---



##### Table of Contents



Repurchase
    of Common Stock
    Rule 10b-18,
  NOTE 13 
    RELATED PARTY TRANSACTIONS
  Loans
    to Officers
      Acquisition
    of Oridus, Inc.
    NOTE 14 
    COMMITMENTS AND CONTINGENCIES
  Indemnification
    Agreements
   F-33




---



##### Table of Contents



Purchase
    Obligations
    Operating
    Leases
    Year Ending June 30,2011

$
2362012


572013


15$
308     Capital
    Expenditure
    Year Ending June 30,2011

$
862012


2013


22$
108  F-34




---



##### Table of Contents



Litigation
  Finisar
    Corporation v. Source Photonics, Inc., et al.
        IPO
    Securities Litigation
   F-35




---



##### Table of Contents



IPO 16(b)
    Claim
  lock-up lock-up
    Other
    Matters
    NOTE 15 
    SEGMENT REPORTING
  and/or
    Years Ended June 30,2010


2009


2008Revenues:United States

$
46,963


$
48,154


$
72,098China


34,698



34,529



31,713Europe


24,012



24,001



23,664Japan


16,624



17,462



17,783Canada


4,163



6,949



17,912Asia-Pacific (excluding China and Japan)


12,349



12,637



13,083Totals

$
138,809


$
143,732


$
176,253  F-36




---



##### Table of Contents



June 30,2010


2009United States

$
5,959


$
7,492Asia


27,404



22,826Totals

$
33,363


$
30,318   NOTE 16 
    401(K) PLAN
      NOTE 17 
    SUBSEQUENT EVENTS
     F-37




---



##### Table of Contents



Schedule II
    Oplink Communications, Inc.
    Valuation and Qualifying Accounts
    For the Years ended June 30, 2010, 2009 and 2008 Additions

ChargedBalance at

Through

(Credited) toBeginning

Business

Costs and



Balance atof Year

Combination

Expenses

Deductions(1)

End of Year(In thousands)Allowance for doubtful accountsYear Ended June 30, 2010

$
636


$
27


$
(28
)

$
171


$
464Year Ended June 30, 2009

$
443


$



$
438


$
245


$
636Year Ended June 30, 2008

$
330


$



$
113


$



$
443Product returnsYear Ended June 30, 2010

$
595


$



$
(54
)

$



$
541Year Ended June 30, 2009

$
594


$



$
50


$
49


$
595Year Ended June 30, 2008

$
562


$



$
32


$



$
594     (1)
    
    Deductions represent costs charged
    or amounts written off against the reserve or allowance. F-38