Oppenheimer Capital Appreciation Fund


	Shares		Value

Common Stocks—98.4%

Consumer Discretionary—16.5%

Hotels, Restaurants & Leisure—2.5%
McDonald’s Corp.		569,130	$ 69,468,007

Starbucks Corp.		928,620	50,971,952

			120,439,959


Household Durables—1.2%
Whirlpool Corp.		331,080	57,813,190


Internet & Catalog Retail—3.2%
Amazon.com, Inc.¹		197,130	142,483,593

Netflix, Inc.¹		113,070	11,597,590

			154,081,183


Leisure Products—1.2%
Hasbro, Inc.		671,700	58,632,693


Media—2.0%
Walt Disney Co. (The)		954,654	94,720,770


Specialty Retail—3.9%
Home Depot, Inc. (The)		517,950	68,431,554

O’Reilly Automotive, Inc.¹		176,340	46,629,586

TJX Cos., Inc. (The)		912,322	69,445,951

			184,507,091


Textiles, Apparel & Luxury Goods—2.5%
Coach, Inc.		936,590	36,920,378

NIKE, Inc., Cl. B		1,444,942	79,789,697

			116,710,075


Consumer Staples—5.0%

Beverages—2.6%
Constellation Brands, Inc., Cl. A		341,870	52,357,390

Dr Pepper Snapple Group, Inc.		347,990	31,806,286

Molson Coors Brewing Co., Cl. B		398,920	39,564,886

			123,728,562


Food & Staples Retailing—2.4%
Costco Wholesale Corp.		237,805	35,378,250

CVS Health Corp.		625,350	60,315,008

Kroger Co. (The)		481,040	17,201,990

			112,895,248


Energy—3.4%

Energy Equipment & Services—1.0%
Halliburton Co.		1,123,244	47,378,432


	Shares		Value

Oil, Gas & Consumable Fuels—2.4%
EOG Resources, Inc.		1,069,674	$	87,028,677

Pioneer Natural Resources Co.		174,197		27,927,263

				114,955,940


Financials—3.7%

Capital Markets—2.4%
BlackRock, Inc., Cl. A		197,860		71,991,361

Charles Schwab Corp. (The)		1,294,210		39,576,942

				111,568,303


Commercial Banks—0.9%
JPMorgan Chase & Co.		675,480		44,088,579


Diversified Financial Services—0.4%
Intercontinental Exchange, Inc.		74,800		20,279,776


Health Care—13.0%

Biotechnology—6.7%
Biogen, Inc.¹		651,720		188,822,836

Celgene Corp.¹		489,672		51,670,189

Regeneron Pharmaceuticals, Inc.¹		68,600		27,366,598

Vertex Pharmaceuticals, Inc.¹		537,790		50,095,139

				317,954,762


Health Care Equipment & Supplies—0.5%
Medtronic plc		316,980		25,510,550


Pharmaceuticals—5.8%
Allergan plc¹		778,380		183,503,085

Bristol-Myers Squibb Co.		1,289,483		92,455,931

				275,959,016


Industrials—12.8%

Aerospace & Defense—0.8%
United Technologies Corp.		362,830		36,493,441

Building Products—1.1%
A.O. Smith Corp.		315,210		25,941,783

Allegion plc		416,233		28,154,000

				54,095,783


Electrical Equipment—1.6%
Acuity Brands, Inc.		140,870		36,490,965


	Shares		Value

Electrical Equipment (Continued)

Rockwell Automation, Inc.		368,260	$	42,736,573

				79,227,538


Industrial Conglomerates—1.8%
Danaher Corp.		874,630		86,028,607


Machinery—4.5%
Caterpillar, Inc.		244,580		17,734,496

Colfax Corp.¹		386,790		10,478,141

Cummins, Inc.		307,070		35,150,303

Ingersoll-Rand plc		786,600		52,552,746

Stanley Black & Decker, Inc.		237,130		26,838,373

WABCO Holdings, Inc.¹		344,480		37,169,392

Wabtec Corp.		449,960		34,817,905

				214,741,356


Professional Services—1.1%
Nielsen Holdings plc		974,850		52,047,241


Road & Rail—1.9%
Canadian Pacific Railway Ltd.		338,160		43,822,155

J.B. Hunt Transport Services, Inc.		552,220		45,679,638

				89,501,793


Information Technology—40.2%

Electronic Equipment, Instruments, & Components—0.4%
Corning, Inc.		929,560		19,418,508


Internet Software & Services—12.3%
Alphabet, Inc., Cl. A¹		344,397		257,901,693

Alphabet, Inc., Cl. C¹		82,650		60,807,258

eBay, Inc.¹		2,096,220		51,273,541

Facebook, Inc., Cl. A¹		846,480		100,570,289

LinkedIn Corp., Cl. A¹		830,975		113,428,088

				583,980,869


IT Services—8.5%
MasterCard, Inc., Cl. A		1,497,750		143,634,225

PayPal Holdings, Inc.¹		5,323,270		201,166,373

Visa, Inc., Cl. A		756,286		59,701,217

				404,501,815


	Shares		Value

Semiconductors & Semiconductor Equipment—5.9%
Broadcom Ltd.		554,930	$ 85,658,995

Microchip Technology, Inc.		1,043,750	53,941,000

NVIDIA Corp.		1,933,400	90,328,448

Texas Instruments, Inc.		881,960	53,446,776

			283,375,219


Software—10.2%
Activision Blizzard, Inc.		3,905,780	153,340,923

Electronic Arts, Inc.¹		1,879,170	144,226,297

Microsoft Corp.		526,410	27,899,730

Oracle Corp.		4,032,300	162,098,460

			487,565,410


Technology Hardware, Storage & Peripherals—2.9%
Apple, Inc.		1,391,668	138,971,967


Materials—3.8%

Chemicals—2.2%
Albemarle Corp.		862,682	67,720,537

Sherwin-Williams Co. (The)		130,390	37,955,225

			105,675,762


Construction Materials—1.0%
Vulcan Materials Co.		403,970	47,163,498


Metals & Mining—0.6%
Newmont Mining Corp.		821,090	26,611,527

Total Common Stocks (Cost $3,921,891,165)			4,690,624,463


Investment Company—1.2%

Oppenheimer Institutional Money Market Fund, Cl. E, 0.48%^2,3 (Cost $55,690,360)		55,690,360	55,690,360


Total Investments, at Value (Cost $3,977,581,525)		99.6%	4,746,314,823

Net Other Assets (Liabilities)		0.4	16,855,941

Net Assets		100.0%	$ 4,763,170,764

3. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the reporting period, 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 reporting period in which the issuer was an affiliate are as follows:

Oppenheimer Capital Appreciation Fund (the “Fund”) is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI.

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Reporting Period End Date. The last day of the Fund’s reporting period is the last day the New York Stock Exchange was open for trading during the period. 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.

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.

The Fund calculates the net asset value of its shares as of 4:00 P.M. Eastern time, on each day the New York Stock Exchange (the “Exchange”) is open for trading, except in the case of a scheduled early closing of the Exchange, in which case the Fund will calculate net asset value of the shares as of the scheduled early closing time of the Exchange.

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.

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

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 mean between the bid and asked price on the principal exchange or, if not available from the principal 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) a bid from the principal exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer. 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) 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.

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.

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

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 Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered are measured using net asset value as a practical expedient, and are not classified in the fair value hierarchy.

The table below categorizes amounts at period end based on valuation input level:

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

Investments in Affiliated Funds. The Fund is permitted to invest in other mutual funds advised by the Manager (“Affiliated Funds”). Affiliated Funds are open-end management

investment companies registered under the 1940 Act, as amended. The Manager is the investment adviser of, and the Sub-Adviser provides investment and related advisory services to, the Affiliated Funds. When applicable, the Fund’s investments in Affiliated Funds are included in the Statement of Investments. Shares of Affiliated Funds are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of the Affiliated Funds’ expenses, including their 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 the Affiliated Funds.

Each of the Affiliated Funds in which the Fund invests has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one Affiliated Fund than in another, the Fund will have greater exposure to the risks of that Affiliated Fund.

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in a money market Affiliated 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 or for defensive purposes. IMMF is regulated as a money market fund under the Investment Company Act of 1940, as amended.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments.

The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

The Fund’s investments in securities and/or financial derivatives may expose the Fund to various market risk factors:

Commodity Risk. Commodity risk relates to the change in value of commodities or commodity indexes as they relate to increases or decreases in the commodities market. Commodities are physical assets that have tangible properties. Examples of these types of assets are crude oil, heating oil, metals, livestock, and agricultural products.

Credit Risk. Credit risk relates to the ability of the issuer of debt to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield debt securities are subject to credit risk to a greater extent than lower-yield, higher-quality

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.

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 at period end 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.

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.

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.


	Shares		Gross		Gross		Shares
	August 31, 2015		Additions		Reductions		May 31, 2016

Oppenheimer Institutional Money Market Fund, Cl. E		76,147,497		816,768,228		837,225,365		55,690,360

					Value		Income

Oppenheimer Institutional Money Market Fund, Cl. E					$	55,690,360	$	189,537


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.


Federal tax cost of securities	$	3,985,237,366

Gross unrealized appreciation	$	842,185,123
Gross unrealized depreciation		(81,107,666)

Net unrealized appreciation	$	761,077,457


By:		/s/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer

Date:		7/13/2016


By:		/s/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer

Date:		7/13/2016


	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	$	786,904,961	$	—	$	—	$	786,904,961
Consumer Staples		236,623,810		—		—		236,623,810
Energy		162,334,372		—		—		162,334,372
Financials		175,936,658		—		—		175,936,658
Health Care		619,424,328		—		—		619,424,328
Industrials		612,135,759		—		—		612,135,759
Information Technology		1,917,813,788		—		—		1,917,813,788
Materials		179,450,787		—		—		179,450,787
Investment Company		55,690,360		—		—		55,690,360

Total Assets	$	4,746,314,823	$	—	$	—	$	4,746,314,823


By:		/s/ Brian S. Petersen
		Brian S. Petersen
		Principal Financial Officer

Date:		7/13/2016