N-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-3105

Oppenheimer Capital Appreciation Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Arthur S. Gabinet

OFI Global Asset Management, Inc.

Two World Financial Center, New York, New York 10281-1008

(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: August 31

Date of reporting period: 11/29/2013

Item 1. Schedule of Investments.

STATEMENT OF INVESTMENTS    November 29, 2013* / Unaudited

	Shares		Value			Shares		Value
Common Stocks—98.2%					Oil, Gas & Consumable Fuels—2.9%
Consumer Discretionary—18.5%					Antero Resources Corp.1		472,360	$	25,932,564
Hotels, Restaurants & Leisure—0.3%					Cabot Oil & Gas Corp.		253,490		8,732,730
Chipotle Mexican Grill, Inc.1		25,080	$	13,138,409	EOG Resources, Inc.		151,100		24,931,500
Internet & Catalog Retail—4.8%					Noble Energy, Inc.		598,030		42,005,627
Amazon.com, Inc.1		329,150		129,560,023	Pioneer Natural Resources Co.		260,730		46,344,758
priceline.com, Inc.1		46,820		55,824,890					147,947,179
TripAdvisor, Inc.1		687,330		60,704,986	Financials—6.0%
				246,089,899	Capital Markets—4.6%
Media—6.0%					Ameriprise Financial, Inc.		664,170		71,896,403
Time Warner, Inc.		926,390		60,873,087	Charles Schwab Corp. (The)		2,566,500		62,827,920
Twenty-First Century Fox, Inc., Cl. B		3,273,360		108,119,081	Goldman Sachs Group, Inc. (The)		230,630		38,962,632
Walt Disney Co. (The)		1,973,954		139,242,715	Invesco Ltd.		961,620		33,512,457
				308,234,883	Northern Trust Corp.		441,590		26,049,394
Specialty Retail—4.6%									233,248,806
Home Depot, Inc. (The)		921,780		74,359,993	Insurance—1.3%
O’Reilly Automotive, Inc.1		207,733		25,958,316	Aon plc		812,640		66,343,930
Tiffany & Co.		613,639		54,699,780	Real Estate Investment Trusts (REITs)—0.1%
TJX Cos., Inc. (The)		1,271,122		79,928,151	American Tower Corp.		63,470		4,936,062
				234,946,240	Health Care—20.5%
Textiles, Apparel & Luxury Goods—2.8%					Biotechnology—11.2%
Nike, Inc., Cl. B		1,325,756		104,920,330	Amgen, Inc.		516,300		58,899,504
VF Corp.		163,920		38,452,353	Biogen Idec, Inc.1		636,780		185,283,877
				143,372,683	Celgene Corp.1		689,856		111,598,005
Consumer Staples—7.4%					Gilead Sciences, Inc.1		2,108,010		157,700,228
Beverages—2.6%					Vertex Pharmaceuticals, Inc.1		890,300		61,804,626
Brown-Forman Corp., Cl. B		737,773		55,347,731					575,286,240
SABMiller plc		1,507,490		77,696,305	Health Care Equipment & Supplies—1.9%
				133,044,036	Becton Dickinson & Co.		282,090		30,632,153
Food & Staples Retailing—3.0%					Medtronic, Inc.		1,134,790		65,046,163
Costco Wholesale Corp.		497,405		62,389,509					95,678,316
CVS Caremark Corp.		1,368,810		91,655,518	Health Care Providers & Services—1.6%
				154,045,027	UnitedHealth Group, Inc.		1,091,080		81,263,638
Food Products—1.8%					Health Care Technology—1.0%
Flowers Foods, Inc.		623,120		13,540,397	Cerner Corp.1		901,410		51,804,033
Hershey Co. (The)		253,030		24,516,077	Pharmaceuticals—4.8%
J.M. Smucker Co. (The)		543,190		56,622,126	Bristol-Myers Squibb Co.		1,833,493		94,204,870
				94,678,600	Pfizer, Inc.		2,609,300		82,793,089
Energy—5.7%					Roche Holding AG		244,200		67,923,980
Energy Equipment & Services—2.8%									244,921,939
Ensco plc, Cl. A		164,600		9,724,568
Halliburton Co.		1,344,050		70,804,554
Noble Corp. plc		255,830		9,752,240
Oceaneering International, Inc.		702,900		54,256,851
				144,538,213

1      OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF INVESTMENTS    Unaudited / Continued

	Shares		Value			Shares		Value
Industrials—9.4%					IT Services—4.4%
Aerospace & Defense—3.7%					FleetCor Technologies, Inc.1		193,840	$	23,605,835
B/E Aerospace, Inc.1		734,520	$	63,903,240	Mastercard, Inc., Cl. A		152,920		116,343,065
Honeywell International, Inc.		410,870		36,366,104	Visa, Inc., Cl. A		408,459		83,105,068
Precision Castparts Corp.		346,610		89,581,354					223,053,968
				189,850,698	Semiconductors & Semiconductor Equipment—1.2%
Airlines—0.4%					Xilinx, Inc.		1,336,140		59,364,700
Copa Holdings SA, Cl. A		131,750		19,949,585	Software—2.5%
Building Products—0.6%					Autodesk, Inc.1		2,027,210		91,731,252
Fortune Brands Home & Security, Inc.		708,470		30,889,292	Salesforce.com, Inc.1		746,150		38,866,954
Electrical Equipment—0.7%									130,598,206
AMETEK, Inc.		693,360		34,127,179	Materials—2.3%
Machinery—2.7%					Chemicals—2.3%
Ingersoll-Rand plc		1,165,810		83,262,150	Ecolab, Inc.		254,833		27,310,453
Parker Hannifin Corp.		487,500		57,447,000	PPG Industries, Inc.		490,220		90,229,893
				140,709,150					117,540,346
Road & Rail—0.2%					Total Common Stocks
Kansas City Southern		104,630		12,662,323	(Cost $3,512,484,138)				5,024,505,429
Trading Companies & Distributors—1.1%
United Rentals, Inc.1		808,020		55,535,215	Investment Company—1.9%
Information Technology—28.4%					Oppenheimer Institutional Money Market Fund, Cl. E, 0.09%2,3
Communications Equipment—1.3%					(Cost $95,784,058)		95,784,058		95,784,058
Cisco Systems, Inc.		3,039,980		64,599,575	Total Investments, at Value
Computers & Peripherals—9.8%					(Cost $3,608,268,196)		100.1%		5,120,289,487
Apple, Inc.		611,774		340,189,168	Liabilities in Excess of Other Assets		(0.1)		(5,029,309)
EMC Corp.		4,271,970		101,886,484	Net Assets		100.0%	$	5,115,260,178
Western Digital Corp.		781,040		58,609,242
				500,684,894
Internet Software & Services—9.2%
Facebook, Inc., Cl. A1		2,744,240		129,006,722
Google, Inc., Cl. A1		224,157		237,514,516
LinkedIn Corp., Cl. A1		468,245		104,900,927
				471,422,165
Footnotes to Statement of Investments * November 29, 2013 represents the last business day of the Fund’s reporting period. See accompanying Notes. 1. Non-income producing security.

2      OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF INVESTMENTS    Unaudited / Continued

Footnotes to Statement of Investments Continued

2. Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended November 29, 2013, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

	Shares August 30, 2013a		Gross Additions		Gross Reductions		Shares     November 29, 2013
Oppenheimer Institutional Money Market Fund, Cl. E		82,389,901		277,342,115		263,947,958		95,784,058
					Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E						$    95,784,058		$            22,010
a. August 30, 2013 represents the last business day of the Fund’s reporting period. See accompanying Notes. 3. Rate shown is the 7-day yield as of November 29, 2013.

3      OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO STATEMENT OF INVESTMENTS    Unaudited

Quarterly and Annual Periods. The last day of the Fund’s quarterly period was the last day the New York Stock Exchange was open for trading. The Fund’s financial statements have been presented through that date to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions.

The last day of the Fund’s fiscal year was the last day the New York Stock Exchange was open for trading. The Fund’s financial statements have been presented through that date to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions.

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.

Securities Valuation

The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

4      OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO STATEMENT OF INVESTMENTSUnaudited / Continued

Securities Valuation (Continued)

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority); (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

Short-term money market type debt securities with a remaining maturity of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

5      OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO STATEMENT OF INVESTMENTSUnaudited / Continued

Securities Valuation (Continued)

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1) Level 1-unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

6      OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO STATEMENT OF INVESTMENTSUnaudited / Continued

Securities Valuation (Continued)

2) Level 2-inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

3) Level 3-significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts as of November 29, 2013 based on valuation input level:

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	945,782,114	$	—	$	—	$	945,782,114
Consumer Staples		304,071,358		77,696,305		—		381,767,663
Energy		292,485,392		—		—		292,485,392
Financials		304,528,798		—		—		304,528,798
Health Care		981,030,186		67,923,980		—		1,048,954,166
Industrials		483,723,442		—		—		483,723,442
Information Technology		1,449,723,508		—		—		1,449,723,508
Materials		117,540,346		—		—		117,540,346
Investment Company		95,784,058		—		—		95,784,058
Total Assets	$	4,974,669,202	$	145,620,285	$	—	$	5,120,289,487

Currency contracts and forwards, if any, are reported at their unrealized appreciation/ depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

7      OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO STATEMENT OF INVESTMENTSUnaudited / Continued

Federal Taxes

The approximate aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of November 29, 2013 are noted below. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses.

Federal tax cost of securities	$	3,608,748,675
Gross unrealized appreciation	$	1,534,712,612
Gross unrealized depreciation		(23,171,800)
Net unrealized appreciation	$	1,511,540,812

8      OPPENHEIMER CAPITAL APPRECIATION FUND

Item 2. Controls and Procedures.

(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 11/29/2013, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

(b) There have been no significant changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

Exhibits attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer Capital Appreciation Fund

By:	/s/ William F. Glavin, Jr.
	William F. Glavin, Jr.
	Principal Executive Officer
Date:	1/13/2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ William F. Glavin, Jr.
	William F. Glavin, Jr.
	Principal Executive Officer
Date:	1/13/2014
By:	/s/ Brian W. Wixted
	Brian W. Wixted
	Principal Financial Officer
Date:	1/13/2014

EX-99.CERT

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, William F. Glavin, Jr., certify that:

1. I have reviewed this report on Form N-Q of Oppenheimer Capital Appreciation Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ William F. Glavin, Jr.

William F. Glavin, Jr.

Principal Executive Officer

Date: 1/13/2014

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, Brian W. Wixted, certify that:

1. I have reviewed this report on Form N-Q of Oppenheimer Capital Appreciation Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Brian W. Wixted

Brian W. Wixted

Principal Financial Officer

Date: 1/13/2014