Oppenheimer Capital Appreciation Fund


	Shares		Value
Common Stocks—98.5%
Consumer Discretionary—19.4%
Hotels, Restaurants & Leisure—2.6%
Cedar Fair LP¹		925,782	$	65,749,038
Starbucks Corp.		1,039,920		66,149,311
				131,898,349

Household Durables—2.2%
Newell Brands, Inc.		718,780		38,059,401
Whirlpool Corp.		378,140		70,160,096
				108,219,497

Internet & Catalog Retail—6.2%
Amazon.com, Inc.²		218,160		216,986,299
Priceline Group, Inc. (The)²		49,680		93,253,831
				310,240,130

Media—3.0%
Comcast Corp., Cl. A		3,570,538		148,855,729

Specialty Retail—5.4%
AutoNation, Inc.²		1,623,570		64,163,486
AutoZone, Inc.²		156,200		94,644,704
Lowe’s Cos., Inc.		1,381,010		108,782,158
				267,590,348

Consumer Staples—7.3%
Beverages—3.9%
Constellation Brands, Inc., Cl. A		369,880		67,595,570
Dr Pepper Snapple Group, Inc.		618,610		57,413,194
Molson Coors Brewing Co., Cl. B		747,990		70,901,972
				195,910,736

Food Products—1.9%
Kraft Heinz Co. (The)		584,130		53,856,786
Mondelez International, Inc., Cl. A		815,740		38,005,327
				91,862,113

Household Products—1.5%
HRG Group, Inc.²		781,140		14,818,226
Spectrum Brands Holdings, Inc.		446,810		60,073,604
				74,891,830

Energy—2.2%
Oil, Gas & Consumable Fuels—2.2%
Husky Energy, Inc.²		2,693,857		31,009,717


	Shares		Value
Oil, Gas & Consumable Fuels (Continued)
Magellan Midstream Partners LP¹		1,080,150	$	78,408,089
				109,417,806

Financials—6.7%
Capital Markets—4.1%
BlackRock, Inc., Cl. A		62,840		25,716,642
Charles Schwab Corp. (The)		1,601,490		62,057,737
CME Group, Inc., Cl. A		456,430		53,534,675
Intercontinental Exchange, Inc.		1,054,410		63,464,938
				204,773,992

Diversified Financial Services—1.0%
Berkshire Hathaway, Inc., Cl. B²		303,600		50,179,008

Real Estate Investment Trusts (REITs)—1.6%
Crown Castle International Corp.		554,530		56,367,974
Mid-America Apartment Communities, Inc.		241,500		24,618,510
				80,986,484

Health Care—14.8%
Biotechnology—4.2%
Amgen, Inc.		275,160		42,715,839
Biogen, Inc.²		273,920		67,869,158
Celgene Corp.²		850,702		97,328,816
				207,913,813

Health Care Equipment & Supplies—4.6%
CR Bard, Inc.		136,280		41,896,561
Danaher Corp.		646,830		54,941,740
Intuitive Surgical, Inc.²		64,980		59,435,907
Medtronic plc		551,180		46,453,450
Stryker Corp.		206,200		29,478,352
				232,206,010

Health Care Providers & Services—2.1%
Humana, Inc.		173,590		40,318,013
Laboratory Corp. of America Holdings²		468,850		65,170,150
				105,488,163

Health Care Technology—0.8%
Cerner Corp.²		592,740		38,735,559


	Shares		Value
Pharmaceuticals—3.1%
Allergan plc		488,540	$	109,310,825
Merck & Co., Inc.		532,820		34,691,910
Valeant Pharmaceuticals International, Inc.²		907,100		10,930,555
				154,933,290

Industrials—8.6%
Airlines—0.9%
Spirit Airlines, Inc.²		856,190		45,463,689

Commercial Services & Supplies—2.2%
Johnson Controls International plc		753,880		31,482,029
KAR Auction Services, Inc.		1,868,610		81,415,337
				112,897,366

Machinery—2.3%
Deere & Co.		252,820		30,960,337
Stanley Black & Decker, Inc.		197,850		27,232,074
Wabtec Corp.		707,920		57,872,460
				116,064,871

Professional Services—1.0%
Nielsen Holdings plc		1,256,310		48,342,809

Road & Rail—2.2%
Canadian National Railway Co.		538,270		41,678,246
Canadian Pacific Railway Ltd.		426,690		67,515,159
				109,193,405

Information Technology—36.8%
Internet Software & Services—11.6%
Alphabet, Inc., Cl. C²		350,520		338,202,727
Facebook, Inc., Cl. A²		1,605,740		243,205,381
				581,408,108

IT Services—6.2%
Mastercard, Inc., Cl. A		1,698,190		208,673,587
PayPal Holdings, Inc.²		1,894,250		98,898,793
				307,572,380

Semiconductors & Semiconductor Equipment—3.3%
Broadcom Ltd.		421,660		100,979,137


	Shares		Value
Semiconductors & Semiconductor Equipment (Continued)
Texas Instruments, Inc.		750,800	$	61,933,492
				162,912,629

Software—8.6%
Activision Blizzard, Inc.		973,170		57,008,299
Microsoft Corp.		3,962,410		276,734,714
Oracle Corp.		1,677,910		76,160,335
Snap, Inc., Cl. A²		954,900		20,253,429
				430,156,777

Technology Hardware, Storage & Peripherals—7.1%
Apple, Inc.		2,333,448		356,457,516

Materials—1.3%
Chemicals—1.1%
Albemarle Corp.		232,902		26,457,667
Sherwin-Williams Co. (The)		80,430		26,684,261
				53,141,928

Construction Materials—0.2%
Vulcan Materials Co.		88,360		11,014,074

Utilities—1.4%
Gas Utilities—1.4%
AmeriGas Partners LP¹		1,524,613		67,601,341
Total Common Stocks (Cost $3,882,157,344)				4,916,329,750


Investment Company—1.0%
Oppenheimer Institutional Government Money Market Fund, Cl. E, 0.74%^3,4(Cost $49,583,461)		49,583,461		49,583,461

Total Investments, at Value (Cost $3,931,740,805)		99.5%		4,965,913,211
Net Other Assets (Liabilities)		0.5		25,485,097
Net Assets		100.0%	$	4,991,398,308

4. 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.

Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1) Value of investment securities, other assets and liabilities — at the exchange rates prevailing at Market Close as described in Note 3.

(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

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 primarily using unadjusted quoted market prices, when available, as supplied by third party pricing services or broker-dealers.

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

Equity securities traded on a securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the official closing price on the principal exchange on which the security is traded, as identified by the Manager, prior to the time when the Fund’s assets are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded, or if no sales

occurred, the security is valued at the mean between the quoted bid and asked prices. Over-the-counter equity securities are valued at the last published sale price, or if no sales occurred, at the mean between the quoted bid and asked prices. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the time when the Fund’s assets are valued.

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.

Securities for which market quotations are not readily available 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. Those standardized fair valuation 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.

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 may be 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)

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, if any, are classified as Level 2 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.

Investments in Money Market Instruments. The Fund is permitted to invest its free

cash balances in money market instruments to provide liquidity or for defensive purposes. The Fund may invest in money market instruments by investing in Class E shares of Oppenheimer Institutional Government Money Market Fund (“IGMMF”), which is an Affiliated Fund. IGMMF is regulated as a money market fund under the 1940 Act, as amended. The Fund may also invest in money market instruments directly or in other affiliated or unaffiliated money market funds.

Master Limited Partnerships (“MLPs”). MLPs issue common units that represent an equity ownership interest in a partnership and provide limited voting rights. MLP common units are registered with the Securities and Exchange Commission (“SEC”), and are freely tradable on securities exchanges such as the NYSE and the NASDAQ Stock Market (“NASDAQ”), or in the over-the-counter (“OTC”) market. An MLP consists of one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. MLP common unit holders have a limited role in the partnership’s operations and management. The Fund, as a limited partner, normally would not be liable for the debts of the MLP beyond the amounts the Fund has contributed, but would not be shielded to the same extent that a shareholder of a corporation would be. In certain circumstances creditors of an MLP would have the right to seek return of capital distributed to a limited partner. This right of an MLP’s creditors would continue after the Fund sold its investment in the MLP.

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 securities.

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.


Federal tax cost of securities	$	3,932,078,061

Gross unrealized appreciation	$	1,100,976,329
Gross unrealized depreciation		(67,141,179)

Net unrealized appreciation	$	1,033,835,150


By:		/s/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer
Date:		7/14/2017


By:		/s/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer
Date:		7/14/2017


By:		/s/ Brian S. Petersen
		Brian S. Petersen
		Principal Financial Officer
Date:		7/14/2017


	Value		Income
Oppenheimer Institutional Government Money Market Fund, Cl. E	$	49,583,461	$	376,654


	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	$	966,804,053	$	—	$	—	$	966,804,053
Consumer Staples		362,664,679		—		—		362,664,679
Energy		109,417,806		—		—		109,417,806
Financials		335,939,484		—		—		335,939,484
Health Care		739,276,835		—		—		739,276,835
Industrials		431,962,140		—		—		431,962,140
Information Technology		1,838,507,410		—		—		1,838,507,410
Materials		64,156,002		—		—		64,156,002
Utilities		67,601,341		—		—		67,601,341
Investment Company		49,583,461		—		—		49,583,461

Total Assets	$	4,965,913,211	$	—	$	—	$	4,965,913,211