Oppenheimer Capital Appreciation Fund

N-CSR 1 d635754dncsr.htm OPPENHEIMER CAPITAL APPRECIATION FUND Oppenheimer Capital Appreciation Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

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)

Cynthia Lo Bessette

OFI Global Asset Management, Inc.

225 Liberty Street, 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: 8/31/2018

Item 1. Reports to Stockholders.

LOGO

Table of Contents



Fund Performance Discussion			3

Top Holdings and Allocations			7

Fund Expenses			10

Statement of Investments			12

Statement of Assets and Liabilities			15

Statement of Operations			17

Statements of Changes in Nets Assets			19

Financial Highlights			20

Notes to Financial Statements			25

Report of Independent Registered Public Accounting Firm			39

Federal Income Tax Information			40

Portfolio Proxy Voting Policies and Guidelines; Updates to

Statement of Investments			41

Trustees and Officers			42

Privacy Notice			48

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 8/31/18


	Class A Shares of the Fund		S&P 500 Index	Russell 1000 Growth Index
	Without Sales Charge	With Sales Charge	S&P 500 Index	Russell 1000 Growth Index
1-Year	20.23%	13.32%	19.66%	27.23%
5-Year	13.83	12.49	14.52	17.47
10-Year	8.65	8.01	10.86	12.84

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund returns include changes in share price, reinvested distributions, and a 5.75% maximum applicable sales charge except where “without sales charge” is indicated. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. Returns for periods of less than one year are cumulative and not annualized. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800. CALL OPP (225.5677). See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

2 OPPENHEIMER CAPITAL APPRECIATION FUND

Fund Performance Discussion

During the reporting period, the Fund’s Class A shares (without sales charge) generated a total return of 20.23%. In comparison, the Fund underperformed the Russell 1000 Growth Index, which returned 27.23%. The Fund outperformed the broader U.S. equity market, as measured by the S&P 500 Index, which returned 19.66%.

The Fund underperformed the Russell 1000 Growth Index (the “Index”) due largely to stock selection in the Information Technology, Health Care, Consumer Discretionary, and Utilities sectors. The Fund outperformed the Index in the Industrials sector due to stock selection, and in the Real Estate, Telecommunication Services, and Materials sectors, as a result of underweight positions.

MARKET OVERVIEW

Market fundamentals remain strong with the U.S. maintaining strong economic growth, low unemployment and low inflation. This was driven partly by inherent growth and partly by tax cuts. Earnings-per-share for the S&P 500 Index has also been strong. Even if one backs

out the portion of earnings growth related to tax reform and look further up the income statement, pre-tax earnings growth and revenue growth have also been strong. This growth has been fairly broad-based across sectors. However, the stock price performance

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

LOGO

3 OPPENHEIMER CAPITAL APPRECIATION FUND

has not been as broad-based even though the headline numbers for the market indices showed strong performance. As far as investing styles are concerned, growth stocks continued to significantly outperform value stocks, led mainly by the so-called FAANG stocks (Facebook, Apple, Amazon, Netflix, and Google). Within the Russell 1000 Growth Index, the leadership has narrowed to just two sectors, Consumer Discretionary (Internet retailing names) and Information Technology.

In the short term, we expect the U.S. economy to continue to show decent economic growth driven by favorable ongoing consumer confidence, tax benefits and falling regulatory hurdles. Rising home prices as well as technological innovation may also help drive the economy higher. Risks we are focused on include trade tariffs, interest rates, disruption of traditional business models and the narrowness of the stock market rally in large-cap stocks.

We continue to focus on the fundamentals of each business to drive our investment decisions versus getting caught up in the temporary emotions of the market, always with the long-term welfare of our shareholders in mind. Our philosophy is to seek companies with sustainable competitive advantages that can outperform in most market environments. We combine this with our valuation discipline to seek a margin of safety, with downside protection ever an important consideration.

FUND REVIEW

Top contributors to the Fund’s performance this period included Mastercard, Lowe’s, and AutoZone.

Mastercard’s performance was driven by strong core results reported over the second quarter of 2018, where revenues and earnings soundly beat expectations and organic revenue growth accelerated to over 20% year over year. While these results are unlikely sustainable, Mastercard has demonstrated an ability to grow at a faster pace than their largest competitor Visa driven by the strength of their services business, share gains in European processing, and some market share gains internationally. Notably, this reporting period, the company won Santander’s large UK debit business. More importantly, Mastercard continues to benefit from the long tail of revenue growth as the world transitions from cash and check to electronic forms of payment. The global ubiquity of acceptance at Visa and Mastercard make them both partners of choice for global card issuers.

Lowe’s has been displaying strong execution, delivering mid-single-digit growth in same-store sales and double-digit earnings-per-share (EPS) growth recently. Additionally, several weather events impacting the U.S. helped accelerate revenue growth for both Lowe’s and Home Depot due to the temporary spike in demand for certain goods. Furthermore, there has been excitement around the placement of a new CEO and the potential to reduce costs relative to Home

4 OPPENHEIMER CAPITAL APPRECIATION FUND

Depot. Lastly, as a full U.S. taxpayer, the company was a beneficiary of tax reform.

After underperforming early in 2018, AutoZone rebounded strongly in recent months. After two relatively mild winters, the winter of 2017/18 saw more normalized weather, which helped drive demand for parts that fail at higher rates in times of poor weather, causing same-store sales to again find traction. This also soothed concern about the effect Amazon is having on the industry.

Detractors from performance this reporting period included Celgene, Cedar Fair, and Allergan.

Celgene is a biotechnology company that experienced significant weakness in the fourth quarter of 2017 that continued into 2018 after lowering earnings guidance for the quarter and longer term through 2020. This was primarily due to lower expected revenues from Otezla, a drug treating certain types of arthritis, which accounts for ~10% of the company’s revenues. Secondarily, there was disappointment due to the withdrawal of a pipeline drug. These concerns are amplified in the context of the company’s blockbuster Revlimid (60+% of sales) facing patent expirations that start in 2022. The concerns appear overdone, however, as the company is on track to generate cumulative EPS of roughly three-fourths of its current stock price before the patent expiration.

Cedar Fair owns and operates regional amusement parks throughout the United

States. As a largely seasonal business, weather can play an outsized role in results. Unfortunately, prolonged periods of inclement weather in the eastern half of the country during the key summer months caused attendance to drop and earnings to fall well short of management’s expectations entering the year. We don’t see anything structurally wrong with the business; the weeks when weather was good, attendance was strong. With a yield approaching 7%, we are being paid handsomely while waiting for the weather — and financial results — to normalize.

Allergan suffered during the reporting period from concerns over loss of exclusivity in 2018 on some of its larger drugs including Restasis and Namenda XR. Concern over Botox competition also weighed on shares, which we view as a non-event. Based on an inexpensive valuation and some potential pipeline news, we believe the stock has strong potential to rebound from here.

STRATEGY & OUTLOOK

As we mentioned earlier, the risks we are focused on include trade tariffs, interest rates, disruption of traditional business models and the narrowness of stock market rally in large-cap stocks. Regarding trade tariffs, we believe the market views it as a negotiating tactic and is implying that all will end well. A true escalation could severely hamper global growth and thereby stock prices. In addition, we are afraid companies are addicted to low interest rates. If interest rates were to

5 OPPENHEIMER CAPITAL APPRECIATION FUND

rise materially, some companies’ historical decisions could look like misallocation of capital and negatively impact their stock prices. Innovation, while a positive for the overall economy over the long-term, creates short-term disruptions. Finally, there is risk around the growing disparity between stock prices of companies perceived as having “growth characteristics” irrespective of valuation versus the rest of the companies. History tells us that sooner or later, such narrow rallies result in investors crowding in a few stocks and ultimately result in meaningful declines of those stocks.

We continue to maintain our discipline around valuation. Additionally, while innovation is alive and well and helping generate economic growth, fundamental disruptions across market segments have been elevated. We are constantly monitoring potential disruption risk to our companies.

Despite a short-lived uptick in early 2018, volatility in the markets has been unusually low by historical standards but could increase. Traditionally, during periods of heightened market volatility, investors generally favor stocks of higher quality companies—with greater consistency and stability of revenue and earnings—leading to relatively better stock performance of those companies. We think seeking companies with competitive advantages and skilled management teams positions us well, should this environment come to pass. During times of economic volatility such companies frequently widen their lead over weaker competitors. We seek to invest in companies characterized by these qualities at compelling valuations and believe this disciplined approach is essential to generating superior long-term performance.



		Paul Larson
		Portfolio Manager

6 OPPENHEIMER CAPITAL APPRECIATION FUND

Top Holdings and Allocations

TOP TEN COMMON STOCK HOLDINGS


Microsoft Corp.			6.7%
Apple, Inc.			6.5
Amazon.com, Inc.			6.3
Facebook, Inc., Cl. A			5.0
Mastercard, Inc., Cl. A			5.0
Alphabet, Inc., Cl. C			4.8
UnitedHealth Group, Inc.			3.0
salesforce.com, Inc.			2.7
Lowe’s Cos., Inc.			2.6
Charles Schwab Corp. (The)			2.2

Portfolio holdings and allocations are subject to change. Percentages are as of August 31, 2018, and are based on net assets.

TOP TEN COMMON STOCK INDUSTRIES


Software			14.9%
Internet Software & Services			11.1
Internet & Catalog Retail			8.0
Specialty Retail			6.5
Technology Hardware, Storage & Peripherals			6.5
IT Services			6.4
Biotechnology			5.8
Semiconductors & Semiconductor Equipment			4.6
Capital Markets			4.6
Health Care Providers & Services			4.5

Portfolio holdings and allocations are subject to change. Percentages are as of August 31, 2018, and are based on net assets.

SECTOR ALLOCATION

LOGO

Portfolio holdings and allocations are subject to change. Percentages are as of August 31, 2018, and are based on the total market value of common stocks.

For more current Fund holdings, please visit oppenheimerfunds.com.

7 OPPENHEIMER CAPITAL APPRECIATION FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 8/31/18


	Inception Date		1-Year			5-Year			10-Year

Class A (OPTFX)		1/22/81		20.23	%		13.83	%		8.65	%
Class C (OTFCX)		12/1/93		19.33			12.96			7.81
Class I (OPTIX)		12/29/11		20.70			14.30			14.68	*
Class R (OTCNX)		3/1/01		19.92			13.53			8.38
Class Y (OTCYX)		11/3/97		20.51			14.09			9.00

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 8/31/18


	Inception Date		1-Year			5-Year			10-Year

Class A (OPTFX)		1/22/81		13.32	%		12.49	%		8.01	%
Class C (OTFCX)		12/1/93		18.33			12.96			7.81
Class I (OPTIX)		12/29/11		20.70			14.30			14.68	*
Class R (OTCNX)		3/1/01		19.92			13.53			8.38
Class Y (OTCYX)		11/3/97		20.51			14.09			9.00

*Shows performance since inception.

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800. CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75% and for Class C shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I, Class R and Class Y shares. Returns for periods of less than one year are cumulative and not annualized. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

The Fund’s performance is compared to the performance of the S&P 500 Index and the Russell 1000 Growth Index. The S&P 500 Index is a capitalization-weighted index of 500 stocks intended to be a representative sample of leading companies in leading industries within the U.S. economy. The Russell 1000 Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s

8 OPPENHEIMER CAPITAL APPRECIATION FUND

performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

The views in the Fund Performance Discussion represent the opinions of this Fund’s portfolio manager(s) and are not intended as investment advice or to predict or depict the performance of any investment. These views are as of the close of business on August 31, 2018, and are subject to change based on subsequent developments. The Fund’s portfolio and strategies are subject to change.

Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, visiting oppenheimerfunds.com, or calling 1.800. CALL OPP (225.5677). Read prospectuses and summary prospectuses carefully before investing.

Shares of Oppenheimer funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested.

9 OPPENHEIMER CAPITAL APPRECIATION FUND

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and/or contingent deferred sales charges on redemptions; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended August 31, 2018.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended August 31, 2018” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

10 OPPENHEIMER CAPITAL APPRECIATION FUND


Actual	Beginning Account Value March 1, 2018	Ending Account Value August 31, 2018	Expenses Paid During 6 Months Ended August 31, 2018
Class A	$ 1,000.00	$ 1,094.30	$ 5.40
Class C	1,000.00	1,089.80	9.47
Class I	1,000.00	1,096.40	3.33
Class R	1,000.00	1,092.90	6.77
Class Y	1,000.00	1,095.50	4.18

Hypothetical (5% return before expenses)
Class A	1,000.00	1,020.06	5.21
Class C	1,000.00	1,016.18	9.14
Class I	1,000.00	1,022.03	3.22
Class R	1,000.00	1,018.75	6.53
Class Y	1,000.00	1,021.22	4.03

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended August 31, 2018 are as follows:


Class	Expense Ratios
Class A		1.02	%
Class C		1.79
Class I		0.63
Class R		1.28
Class Y		0.79

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager and Transfer Agent. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

11 OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF INVESTMENTS August 31, 2018


	Shares		Value

Common Stocks—99.8%

Consumer Discretionary—18.1%

Hotels, Restaurants & Leisure—3.2%
Cedar Fair LP¹		1,558,035	$	82,793,980

Starbucks Corp.		1,586,710		84,809,649

				167,603,629

Internet & Catalog Retail—8.0%
Amazon.com, Inc.²		165,560		333,224,268

Booking Holdings, Inc.²		48,010		93,693,915

				426,918,183

Media—0.4%
Comcast Corp.,
Cl. A		553,118		20,459,835

Specialty Retail—6.5%
AutoNation, Inc.²		1,526,060		69,206,821

AutoZone, Inc.²		105,420		80,844,490

CarMax, Inc.²		744,890		58,138,664

Lowe’s Cos., Inc.		1,285,340		139,780,725

				347,970,700

Consumer Staples—2.8%

Food Products—1.1%
Kraft Heinz Co.
(The)		503,510		29,339,528

Mondelez
International, Inc.,
Cl. A		695,350		29,705,352

				59,044,880

Household Products—0.8%
Spectrum Brands
Holdings, Inc.		521,370		45,280,984

Tobacco—0.9%
British American
Tobacco plc		967,400		46,706,912

Energy—2.2%

Oil, Gas & Consumable Fuels—2.2%
Husky Energy, Inc.		2,535,031		41,920,283

Magellan
Midstream Partners
LP¹		1,058,060		72,212,595

				114,132,878

Financials—5.6%

Capital Markets—4.6%
Charles Schwab
Corp. (The)		2,299,460		116,789,573

CME Group, Inc.,
Cl. A		246,420		43,056,967


	Shares		Value

Capital Markets (Continued)

Intercontinental
Exchange, Inc.		1,137,130	$	86,683,420

				246,529,960
Diversified Financial Services—1.0%
Berkshire Hathaway,
Inc., Cl. B²		254,050		53,025,316

Health Care—13.6%

Biotechnology—5.8%
Biogen, Inc.²		222,780		78,750,502

Celgene Corp.²		683,742		64,579,432

Exact Sciences
Corp.²		430,530		32,242,392

Galapagos NV²		206,532		20,922,938

Gilead Sciences, Inc.		704,080		53,319,978

Vertex
Pharmaceuticals,
Inc.²		324,550		59,847,020

				309,662,262

Health Care Equipment & Supplies—1.3%
Intuitive Surgical,
Inc.²		123,740		69,294,400

Health Care Providers & Services—4.5%
Laboratory Corp. of
America Holdings²		467,930		80,891,059

UnitedHealth
Group, Inc.		588,690		158,039,718

				238,930,777

Health Care Technology—0.7%
Cerner Corp.²		592,740		38,593,301

Pharmaceuticals—1.3%
Allergan plc		348,450		66,801,349

Industrials—10.5%

Aerospace & Defense—2.0%
Lockheed Martin
Corp.		121,600		38,961,856

Spirit AeroSystems
Holdings, Inc., Cl. A		800,990		68,484,645

				107,446,501

Airlines—1.6%
Spirit Airlines, Inc.²		1,800,310		85,550,731

Commercial Services & Supplies—1.9%
Johnson Controls
International plc		489,130		18,474,440

KAR Auction
Services, Inc.		1,294,490		81,151,578

				99,626,018

12 OPPENHEIMER CAPITAL APPRECIATION FUND


	Shares		Value

Machinery—2.4%
Deere & Co.		290,350	$	41,752,330

Stanley Black &
Decker, Inc.		243,830		34,265,430

Wabtec Corp.		457,470		49,553,150

				125,570,910

Road & Rail—1.9%
Canadian National
Railway Co.		475,010		42,233,139

Union Pacific Corp.		391,530		58,972,249

				101,205,388

Trading Companies & Distributors—0.7%
Fastenal Co.		619,150		36,133,594

Information Technology—44.2%

Communications Equipment—0.7%
Motorola Solutions,
Inc.		280,740		36,035,787

Internet Software & Services—11.1%
Alphabet, Inc.,
Cl. C²		207,500		252,774,425

eBay, Inc.²		1,950,090		67,492,615

Facebook, Inc.,
Cl. A²		1,523,452		267,716,220

				587,983,260

IT Services—6.4%
First Data Corp.,
Cl. A²		2,015,820		51,846,890

Mastercard, Inc.,
Cl. A		1,236,780		266,600,297

PayPal Holdings,
Inc.²		240,660		22,220,138

				340,667,325

Semiconductors & Semiconductor
Equipment—4.6%
Applied Materials,
Inc.		965,640		41,541,833

Broadcom, Inc.		212,930		46,638,058

NVIDIA Corp.		266,930		74,921,912

Texas Instruments,
Inc.		750,800		84,389,920

				247,491,723

Software—14.9%
Activision Blizzard,
Inc.		1,048,680		75,609,828

Microsoft Corp.		3,177,840		356,966,767

Oracle Corp.		1,510,340		73,372,317

Red Hat, Inc.²		259,620		38,353,663

salesforce.com, Inc.²		941,650		143,771,122


	Shares		Value

Software (Continued)

ServiceNow, Inc.²		465,200	$	91,346,672

Snap, Inc., Cl. A²		1,162,017		12,665,985

				792,086,354

Technology Hardware, Storage &
Peripherals—6.5%
Apple, Inc.		1,514,918		344,840,784

Materials—1.5%

Chemicals—0.5%
Albemarle Corp.		273,432		26,118,225

Metals & Mining—1.0%
Compass Minerals
International, Inc.		824,870		51,595,618

Utilities—1.3%

Gas Utilities—1.3%
AmeriGas Partners
LP¹		1,803,958		70,624,956

Total Common Stocks
(Cost $3,562,222,754)				5,303,932,540



Investment Company—0.1%

Oppenheimer
Institutional
Government Money
Market Fund, Cl.
E, 1.91%^3,4(Cost
$6,953,637)		6,953,637		6,953,637

Total
Investments, at Value (Cost $3,569,176,391)		99.9%		5,310,886,177
Net Other Assets
(Liabilities)		0.1		4,519,133

Net Assets		100.0%	$	5,315,405,310

13 OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments

1. Security is a Master Limited Partnership.

2. Non-income producing security.

3. Rate shown is the 7-day yield at period end.

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:


	Shares August 31, 2017		Gross Additions		Gross Reductions		Shares August 31, 2018
Investment Company
Oppenheimer Institutional
Government Money Market Fund,
Cl. E		13,689,488		861,647,192		868,383,043		6,953,637

	Value		Income		Realized Gain (Loss)		Change in Unrealized Gain (Loss)
Investment Company
Oppenheimer Institutional
Government Money Market Fund,
Cl. E	$	6,953,637	$	348,898	$	—	$	—

See accompanying Notes to Financial Statements.

14 OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF ASSETS AND LIABILITIES August 31, 2018




Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $3,562,222,754)	$	5,303,932,540
Affiliated companies (cost $6,953,637)		6,953,637

		5,310,886,177

Cash		5,000,059

Receivables and other assets:
Dividends		3,722,416
Shares of beneficial interest sold		975,309
Other		698,003

Total assets		5,321,281,964


Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		3,685,547
Trustees’ compensation		1,239,470
Distribution and service plan fees		856,624
Shareholder communications		18,471
Other		76,542

Total liabilities		5,876,654


Net Assets	$	5,315,405,310



Composition of Net Assets
Par value of shares of beneficial interest	$	81,437

Additional paid-in capital		3,250,152,029

Accumulated net investment income		292,486

Accumulated net realized gain on investments and foreign currency transactions		323,169,746

Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		1,741,709,612

Net Assets	$	5,315,405,310

15 OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF ASSETS AND LIABILITIES Continued



Net Asset Value Per Share
Class A Shares:

Net asset value and redemption price per share (based on net assets of $3,606,256,676 and 54,785,822 shares of beneficial interest outstanding)	$	65.82

Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	69.84


Class C Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $404,732,893 and 8,175,765 shares of beneficial interest outstanding)	$	49.50


Class I Shares:

Net asset value, redemption price and offering price per share (based on net assets of $1,076,451,995 and 15,039,635 shares of beneficial interest outstanding)	$	71.57


Class R Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $112,844,815 and 1,820,053 shares of beneficial interest outstanding)	$	62.00


Class Y Shares:

Net asset value, redemption price and offering price per share (based on net assets of $115,118,931 and 1,616,152 shares of beneficial interest outstanding)	$	71.23

See accompanying Notes to Financial Statements.

16 OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT

OF OPERATIONS For the Year Ended August 31, 2018




Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $237,205)	$	52,024,842
Affiliated companies		348,898

Interest		48,396

Total investment income		52,422,136


Expenses
Management fees		30,378,606

Distribution and service plan fees:
Class A		7,681,043
Class B¹		68,458
Class C		3,829,616
Class R		492,927

Transfer and shareholder servicing agent fees:
Class A		6,905,469
Class B¹		14,706
Class C		783,591
Class I		330,121
Class R		205,504
Class Y		328,404

Shareholder communications:
Class A		59,899
Class B¹		1,780
Class C		8,159
Class I		2
Class R		2,003
Class Y		1,604

Borrowing fees		181,165

Trustees’ compensation		69,705

Custodian fees and expenses		41,286

Other		142,089

Total expenses		51,526,137
Less reduction to custodian expenses		(4,460)
Less waivers and reimbursements of expenses		(223,808)

Net expenses		51,297,869


Net Investment Income		1,124,267

17 OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT

OF OPERATIONS Continued




Realized and Unrealized Gain (Loss)
Net realized gain on:
Investment transactions in unaffiliated companies	$	359,129,873
Foreign currency transactions		11,919

Net realized gain		359,141,792
Net change in unrealized appreciation/depreciation on:
Investment transactions in unaffiliated companies		595,530,951
Translation of assets and liabilities denominated in foreign currencies		(12,436)

Net change in unrealized appreciation/depreciation		595,518,515


Net Increase in Net Assets Resulting from Operations	$	955,784,574

1. Effective June 1, 2018, all Class B shares converted to Class A shares.

See accompanying Notes to Financial Statements.

18 OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended August 31, 2018		Year Ended August 31, 2017

Operations
Net investment income	$	1,124,267	$	4,895,201

Net realized gain		359,141,792		532,753,365

Net change in unrealized appreciation/depreciation		595,518,515		253,249,952

Net increase in net assets resulting from operations		955,784,574		790,898,518

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(429,192)		(2,270,647)
Class B¹		—		—
Class C		—		—
Class I		(4,316,201)		(4,582,153)
Class R		—		—
Class Y		(340,631)		(302,072)

		(5,086,024)		(7,154,872)

Distributions from net realized gain:
Class A		(290,163,465)		(120,856,737)
Class B¹		(1,215,441)		(1,685,631)
Class C		(42,436,177)		(18,820,855)
Class I		(93,841,344)		(36,295,783)
Class R		(9,007,135)		(3,435,600)
Class Y		(12,795,685)		(4,320,049)

		(449,459,247)		(185,414,655)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		371,143		(236,194,499)
Class B¹		(18,960,850)		(26,957,568)
Class C		2,063,037		(54,110,947)
Class I		(165,770,737)		5,380,375
Class R		10,239,630		(880,037)
Class Y		(50,338,072)		13,526,232

		(222,395,849)		(299,236,444)

Net Assets
Total increase		278,843,454		299,092,547

Beginning of period		5,036,561,856		4,737,469,309

End of period (including accumulated net investment income of $292,486 and $3,415,971, respectively)	$	5,315,405,310	$	5,036,561,856

1. Effective June 1, 2018, all Class B shares converted to Class A shares.

See accompanying Notes to Financial Statements.

19 OPPENHEIMER CAPITAL APPRECIATION FUND

FINANCIAL HIGHLIGHTS


Class A	Year Ended August 31, 2018		Year Ended August 31, 2017		Year Ended August 31, 2016		Year Ended August 31, 2015		Year Ended August 29, 2014¹

Per Share Operating Data
Net asset value, beginning of period		$59.87		$52.99		$58.99		$66.40		$54.14

Income (loss) from investment operations:
Net investment income (loss)²		(0.00)³		0.04		0.07		(0.06)		(0.03)
Net realized and unrealized gain		11.40		9.01		1.36		2.21		14.86

Total from investment operations		11.40		9.05		1.43		2.15		14.83

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.01)		(0.04)		0.00		0.00		(0.02)
Distributions from net realized gain		(5.44)		(2.13)		(7.43)		(9.56)		(2.55)

Total dividends and/or distributions to shareholders		(5.45)		(2.17)		(7.43)		(9.56)		(2.57)

Net asset value, end of period		$65.82		$59.87		$52.99		$58.99		$66.40



Total Return, at Net Asset Value⁴		20.23%		17.90%		2.02%		3.16%		28.09%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$3,606,256		$3,266,760		$3,112,543		$3,368,384		$3,397,665

Average net assets (in thousands)		$3,403,324		$3,120,844		$3,198,528		$3,497,054		$3,171,028

Ratios to average net assets:⁵
Net investment income (loss)		(0.01)%		0.08%		0.14%		(0.10)%		(0.05)%
Expenses excluding specific expenses listed below		1.03%		1.05%		1.05%		1.04%		1.05%
Interest and fees from borrowings		0.00%⁶		0.00%⁶		0.00%⁶		0.00%⁶		0.00%

Total expenses⁷		1.03%		1.05%		1.05%		1.04%		1.05%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.03%⁸		1.04%		1.05%⁸		1.04%⁸		1.05%⁸

Portfolio turnover rate		29%		63%		79%		66%		67%

1. Represents the last business day of the Fund’s reporting period.

2. Per share amounts calculated based on the average shares outstanding during the period.

3. Less than $0.005 per share.

4. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5. Annualized for periods less than one full year.

6. Less than 0.005%.

7. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Year Ended August 31, 2018	1.03	%
Year Ended August 31, 2017	1.05	%
Year Ended August 31, 2016	1.05	%
Year Ended August 31, 2015	1.04	%
Year Ended August 29, 2014	1.05	%

8. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

20 OPPENHEIMER CAPITAL APPRECIATION FUND


Class C	Year Ended August 31, 2018		Year Ended August 31, 2017		Year Ended August 31, 2016		Year Ended August 31, 2015		Year Ended August 29, 2014¹

Per Share Operating Data
Net asset value, beginning of period		$46.61		$42.02		$48.56		$56.67		$46.87

Income (loss) from investment operations:
Net investment loss²		(0.36)		(0.30)		(0.27)		(0.45)		(0.42)
Net realized and unrealized gain		8.69		7.02		1.16		1.90		12.77

Total from investment operations		8.33		6.72		0.89		1.45		12.35

Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		0.00		0.00		0.00		0.00
Distributions from net realized gain		(5.44)		(2.13)		(7.43)		(9.56)		(2.55)


Total dividends and/or distributions to shareholders		(5.44)		(2.13)		(7.43)		(9.56)		(2.55)

Net asset value, end of period		$49.50		$46.61		$42.02		$48.56		$56.67



Total Return, at Net Asset Value³		19.33%		16.98%		1.26%		2.37%		27.11%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$404,733		$376,618		$390,891		$430,473		$425,871

Average net assets (in thousands)		$386,071		$375,968		$408,311		$445,480		$398,019

Ratios to average net assets:⁴
Net investment loss		(0.77)%		(0.69)%		(0.62)%		(0.86)%		(0.81)%
Expenses excluding specific expenses listed below		1.79%		1.82%		1.82%		1.80%		1.81%
Interest and fees from borrowings		0.00%⁵		0.00%⁵		0.00%⁵		0.00%⁵		0.00%

Total expenses⁶		1.79%		1.82%		1.82%		1.80%		1.81%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.79%⁷		1.81%		1.82%⁷		1.80%⁷		1.81%⁷

Portfolio turnover rate		29%		63%		79%		66%		67%

1. Represents the last business day of the Fund’s reporting period.

2. Per share amounts calculated based on the average shares outstanding during the period.

3. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Year Ended August 31, 2018	1.79	%
Year Ended August 31, 2017	1.82	%
Year Ended August 31, 2016	1.82	%
Year Ended August 31, 2015	1.80	%
Year Ended August 29, 2014	1.81	%

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

21 OPPENHEIMER CAPITAL APPRECIATION FUND

FINANCIAL HIGHLIGHTS Continued


Class I	Year Ended August 31, 2018		Year Ended August 31, 2017		Year Ended August 31, 2016		Year Ended August 31, 2015		Year Ended August 29, 2014¹


Per Share Operating Data
Net asset value, beginning of period		$64.64		$57.04		$62.72		$69.75		$56.75

Income (loss) from investment operations:
Net investment income²		0.26		0.29		0.32		0.22		0.24
Net realized and unrealized gain		12.36		9.71		1.43		2.31		15.60

Total from investment operations		12.62		10.00		1.75		2.53		15.84

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.25)		(0.27)		0.00		0.00		(0.29)
Distributions from net realized gain		(5.44)		(2.13)		(7.43)		(9.56)		(2.55)


Total dividends and/or distributions to shareholders		(5.69)		(2.40)		(7.43)		(9.56)		(2.84)

Net asset value, end of period		$71.57		$64.64		$57.04		$62.72		$69.75



Total Return, at Net Asset Value³		20.70%		18.40%		2.45%		3.60%		28.63%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$1,076,452		$1,131,656		$988,213		$1,009,353		$1,026,931

Average net assets (in thousands)		$1,101,304		$1,046,626		$987,503		$1,050,463		$944,683

Ratios to average net assets:⁴
Net investment income		0.39%		0.49%		0.56%		0.33%		0.38%
Expenses excluding specific expenses listed below		0.63%		0.63%		0.63%		0.62%		0.63%
Interest and fees from borrowings		0.00%⁵		0.00%⁵		0.00%⁵		0.00%⁵		0.00%

Total expenses⁶		0.63%		0.63%		0.63%		0.62%		0.63%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.63%⁷		0.63%⁷		0.63%⁷		0.62%⁷		0.63%⁷

Portfolio turnover rate		29%		63%		79%		66%		67%

1. Represents the last business day of the Fund’s reporting period.

2. Per share amounts calculated based on the average shares outstanding during the period.

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Year Ended August 31, 2018	0.63	%
Year Ended August 31, 2017	0.63	%
Year Ended August 31, 2016	0.63	%
Year Ended August 31, 2015	0.62	%
Year Ended August 29, 2014	0.63	%

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

22 OPPENHEIMER CAPITAL APPRECIATION FUND


Class R	Year Ended August 31, 2018		Year Ended August 31, 2017		Year Ended August 31, 2016		Year Ended August 31, 2015		Year Ended August 29, 2014¹

Per Share Operating Data
Net asset value, beginning of period		$56.82		$50.49		$56.68		$64.31		$52.61

Income (loss) from investment operations:
Net investment loss²		(0.15)		(0.10)		(0.06)		(0.21)		(0.18)
Net realized and unrealized gain		10.77		8.56		1.30		2.14		14.43

Total from investment operations		10.62		8.46		1.24		1.93		14.25

Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		0.00		0.00		0.00		0.00
Distributions from net realized gain		(5.44)		(2.13)		(7.43)		(9.56)		(2.55)


Total dividends and/or distributions to shareholders		(5.44)		(2.13)		(7.43)		(9.56)		(2.55)

Net asset value, end of period		$62.00		$56.82		$50.49		$56.68		$64.31



Total Return, at Net Asset Value³		19.92%		17.60%		1.74%		2.89%		27.78%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$112,845		$92,888		$83,248		$89,442		$95,477

Average net assets (in thousands)		$101,443		$86,076		$85,690		$94,706		$94,728

Ratios to average net assets:⁴
Net investment loss		(0.27)%		(0.18)%		(0.12)%		(0.35)%		(0.30)%
Expenses excluding specific expenses listed below		1.29%		1.31%		1.31%		1.30%		1.31%
Interest and fees from borrowings		0.00%⁵		0.00%⁵		0.00%⁵		0.00%⁵		0.00%

Total expenses⁶		1.29%		1.31%		1.31%		1.30%		1.31%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.29%⁷		1.30%		1.31%⁷		1.30%⁷		1.31%⁷

Portfolio turnover rate		29%		63%		79%		66%		67%

1. Represents the last business day of the Fund’s reporting period.

2. Per share amounts calculated based on the average shares outstanding during the period.

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Year Ended August 31, 2018	1.29	%
Year Ended August 31, 2017	1.31	%
Year Ended August 31, 2016	1.31	%
Year Ended August 31, 2015	1.30	%
Year Ended August 29, 2014	1.31	%

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

23 OPPENHEIMER CAPITAL APPRECIATION FUND

FINANCIAL HIGHLIGHTS Continued


Class Y	Year Ended August 31, 2018		Year Ended August 31, 2017		Year Ended August 31, 2016		Year Ended August 31, 2015		Year Ended August 29, 2014¹

Per Share Operating Data
Net asset value, beginning of period		$64.36		$56.79		$62.57		$69.73		$56.72

Income (loss) from investment operations:
Net investment income²		0.15		0.16		0.22		0.09		0.14
Net realized and unrealized gain		12.30		9.69		1.43		2.31		15.57

Total from investment operations		12.45		9.85		1.65		2.40		15.71

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.14)		(0.15)		0.00		0.00		(0.15)
Distributions from net realized gain		(5.44)		(2.13)		(7.43)		(9.56)		(2.55)


Total dividends and/or distributions to shareholders		(5.58)		(2.28)		(7.43)		(9.56)		(2.70)

Net asset value, end of period		$71.23		$64.36		$56.79		$62.57		$69.73



Total Return, at Net Asset Value³		20.51%		18.16%		2.28%		3.38%		28.40%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$115,119		$149,511		$119,008		$146,485		$185,284

Average net assets (in thousands)		$161,873		$129,570		$136,687		$148,398		$237,983

Ratios to average net assets:⁴
Net investment income		0.22%		0.27%		0.38%		0.13%		0.22%
Expenses excluding specific expenses listed below		0.80%		0.82%		0.82%		0.81%		0.81%
Interest and fees from borrowings		0.00%⁵		0.00%⁵		0.00%⁵		0.00%⁵		0.00%

Total expenses⁶		0.80%		0.82%		0.82%		0.81%		0.81%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.80%⁷		0.81%		0.82%⁷		0.81%⁷		0.81%⁷

Portfolio turnover rate		29%		63%		79%		66%		67%

1. Represents the last business day of the Fund’s reporting period.

2. Per share amounts calculated based on the average shares outstanding during the period.

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:


Year Ended August 31, 2018	0.80	%
Year Ended August 31, 2017	0.82	%
Year Ended August 31, 2016	0.82	%
Year Ended August 31, 2015	0.81	%
Year Ended August 29, 2014	0.81	%

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

24 OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS August 31, 2018

1. Organization

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.

The Fund offers Class A, Class C, Class I, Class R and Class Y shares, and previously offered Class B shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares were permitted. Reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds were permitted through May 31, 2018. Effective June 1, 2018 (the “Conversion Date”), all Class B shares converted to Class A shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class R shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, C and R shares have, and Class B shares had, separate distribution and/or service plans under which they pay, and Class B shares paid, fees. Class I and Class Y shares do not pay such fees. Previously issued Class B shares automatically converted to Class A shares 72 months after the date of purchase.

The following is a summary of significant accounting policies followed in the Fund’s preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

2. Significant Accounting Policies

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.

25 OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

Although the net assets and the values are presented at the foreign exchange rates at market close, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments shown in the Statement of Operations.

For securities, which are subject to foreign withholding tax upon disposition, realized and unrealized gains or losses on such securities are recorded net of foreign withholding tax.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims recorded on the Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate.

Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as determined necessary by the Manager.

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the securities received. Withholding taxes on foreign dividends, if any, and capital gains taxes on foreign investments, if any, have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations. Interest income, if any, is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Return of Capital Estimates. Distributions received from the Fund’s investments in Master Limited Partnerships (MLPs) and Real Estate Investments Trusts (REITs), generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates. Such estimates are based on historical information available from each MLP, REIT and other industry sources. These estimates may subsequently be revised based on information received from MLPs and REITs after their tax reporting periods are

26 OPPENHEIMER CAPITAL APPRECIATION FUND

2. Significant Accounting Policies (Continued)

concluded.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 2.00%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

Indemnifications. The Fund’s organizational documents provide current and former Trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended August 31, 2018, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes.

27 OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

Undistributed

Net Investment

Income

Undistributed

Long-Term

Gain

Accumulated

Loss

Carryforward

Net Unrealized

Appreciation

Based on cost of

Securities and

Other Investments

for Federal Income

Tax Purposes

$31,986,332

$296,208,623

$—

$1,762,493,751

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net realized gains presented in those financial statements in accordance with U.S. GAAP. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

Accordingly, the following amounts have been reclassified for the reporting period. Net assets of the Fund were unaffected by the reclassifications.


Increase to Paid-in Capital	Reduction to Accumulated Net Investment Loss		Reduction to Accumulated Net Realized Gain on Investments¹

$32,711,252		$838,272		$33,549,524

1. $32,711,252, including $29,630,894 of long-term capital gain, was distributed in connection with Fund share redemptions.

The tax character of distributions paid during the reporting periods:


	Year Ended August 31, 2018		Year Ended August 31, 2017

Distributions paid from:
Ordinary income	$	158,332,775	$	7,154,870
Long-term capital gain		296,212,496		185,414,657

Total	$	454,545,271	$	192,569,527

The 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 in the following table. 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 or tax realization of financial statement unrealized gain or loss.

28 OPPENHEIMER CAPITAL APPRECIATION FUND

2. Significant Accounting Policies (Continued)


Federal tax cost of securities	$	3,548,392,252

Gross unrealized appreciation	$	1,855,992,529
Gross unrealized depreciation		(93,498,778)

Net unrealized appreciation	$	1,762,493,751

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

New Accounting Pronouncement. In March 2017, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), ASU 2017-08. This provides guidance related to the amortization period for certain purchased callable debt securities held at a premium. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Manager is evaluating the impacts of these changes on the financial statements.

3. Securities Valuation

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 least quarterly or more frequently, if necessary.

Valuation Methods and Inputs

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

29 OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

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 when a significant event has occurred that would materially affect the value of the security, are 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.

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 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

30 OPPENHEIMER CAPITAL APPRECIATION FUND

3. Securities Valuation (Continued)

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 that are included in the Fund’s Statement of Assets and Liabilities at period end 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	$	962,952,347	$	—	$	—	$	962,952,347
Consumer Staples		104,325,864		46,706,912		—		151,032,776
Energy		114,132,878		—		—		114,132,878
Financials		299,555,276		—		—		299,555,276
Health Care		702,359,151		20,922,938		—		723,282,089
Industrials		555,533,142		—		—		555,533,142
Information Technology		2,349,105,233		—		—		2,349,105,233
Materials		77,713,843		—		—		77,713,843
Utilities		70,624,956		—		—		70,624,956
Investment Company		6,953,637		—		—		6,953,637

Total Assets	$	5,243,256,327	$	67,629,850	$	—	$	5,310,886,177

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.

For the reporting period, there were no transfers between levels.

4. Investments and Risks

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.

31 OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Investments and Risks (Continued)

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.

5. Market Risk Factors

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

32 OPPENHEIMER CAPITAL APPRECIATION FUND

5. Market Risk Factors (Continued)

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.

6. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Year Ended August 31, 2018				Year Ended August 31, 2017
	Shares		Amount		Shares		Amount
Class A
Sold¹		3,127,997	$	190,995,806		3,070,284	$	169,684,859
Dividends and/or distributions reinvested		4,872,258		283,662,873		2,416,279		120,234,047
Redeemed		(7,780,948)		(474,287,536)		(9,654,066)		(526,113,405)

Net increase (decrease)		219,307	$	371,143		(4,167,503)	$	(236,194,499)



Class B
Sold		1,839	$	86,908		9,935	$	431,121
Dividends and/or distributions reinvested		27,203		1,208,897		42,664		1,676,267
Redeemed¹		(436,004)		(20,256,655)		(674,195)		(29,064,956)

Net decrease		(406,962)	$	(18,960,850)		(621,596)	$	(26,957,568)

33 OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Shares of Beneficial Interest (Continued)


	Year Ended August 31, 2018				Year Ended August 31, 2017
	Shares		Amount		Shares		Amount
Class C
Sold		907,781	$	42,117,915		832,962	$	35,814,654
Dividends and/or distributions reinvested		957,203		42,145,661		458,866		17,881,997
Redeemed		(1,768,657)		(82,200,539)		(2,515,083)		(107,807,598)

Net increase (decrease)		96,327	$	2,063,037		(1,223,255)	$	(54,110,947)



Class I
Sold		696,977	$	46,045,355		1,427,682	$	83,557,343
Dividends and/or distributions reinvested		1,554,848		98,157,545		763,075		40,877,936
Redeemed		(4,720,284)		(309,973,637)		(2,006,162)		(119,054,904)

Net increase (decrease)		(2,468,459)	$	(165,770,737)		184,595	$	5,380,375



Class R
Sold		363,207	$	20,969,561		319,014	$	16,662,884
Dividends and/or distributions reinvested		160,529		8,819,470		70,901		3,355,044
Redeemed		(338,517)		(19,549,401)		(403,791)		(20,897,965)

Net increase (decrease)		185,219	$	10,239,630		(13,876)	$	(880,037)



Class Y
Sold		790,136	$	51,929,057		1,161,705	$	69,696,874
Dividends and/or distributions reinvested		190,858		12,006,908		79,940		4,268,810
Redeemed		(1,688,024)		(114,274,037)		(1,014,204)		(60,439,452)

Net increase (decrease)		(707,030)	$	(50,338,072)		227,441	$	13,526,232

1. All outstanding Class B shares converted to Class A shares on June 1, 2018.

7. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IGMMF, for the reporting period were as follows:


	Purchases		Sales

Investment securities	$	1,491,285,504	$	2,143,230,712

8. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:

34 OPPENHEIMER CAPITAL APPRECIATION FUND

8. Fees and Other Transactions with Affiliates (Continued)


Fee Schedule

Up to $200 million			0.75%
Next $200 million			0.72
Next $200 million			0.69
Next $200 million			0.66
Next $700 million			0.60
Next $1 billion			0.58
Next $2 billion			0.56
Next $2 billion			0.54
Next $2 billion			0.52
Next $2.5 billion			0.50
Over $11 billion			0.48

The Fund’s effective management fee for the reporting period was 0.59% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets, which shall be calculated after any applicable fee waivers. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s Independent Trustees. Benefits are based on years of service and fees paid to each Trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active Independent Trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan.

35 OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

8. Fees and Other Transactions with Affiliates (Continued)

During the reporting period, the Fund’s projected benefit obligations, payments to retired

Trustees and accumulated liability were as follows:


Projected Benefit Obligations Increased	$	—
Payments Made to Retired Trustees		67,152
Accumulated Liability as of August 31, 2018		579,065

The Fund’s Board of Trustees (“Board”) has adopted a compensation deferral plan for Independent Trustees that enables Trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of Trustees’ fees under the plan will not affect the net assets of the Fund and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class B, Class C and Class R Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class C and Class R shares, and had previously adopted a similar plan for Class B shares, pursuant to Rule 12b-1 under the 1940 Act to compensate the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class C shares’ daily net assets and 0.25% on Class R shares’ daily net assets. The Fund paid the Distributor an annual asset-based sales charge of 0.75% on Class B shares prior to their Conversion Date. The Fund also pays a service fee

36 OPPENHEIMER CAPITAL APPRECIATION FUND

8. Fees and Other Transactions with Affiliates (Continued)

under the Plans at an annual rate of 0.25% of daily net assets and previously paid this fee for Class B prior to their Conversion Date. The Plans continue in effect from year to year only if the Fund’s Board of Trustees votes annually to approve their continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

Sales Charges. Front-end sales charges and CDSC do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.


Year Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class B Contingent Deferred Sales Charges Retained by Distributor¹		Class C Contingent Deferred Sales Charges Retained by Distributor		Class R Contingent Deferred Sales Charges Retained by Distributor

August 31, 2018		$602,950		$12,093		$4,130		$18,428		$—

1. Effective June 1, 2018, all Class B shares converted to Class A shares.

Waivers and Reimbursements of Expenses. Effective for the period January 1, 2017 through December 31, 2017, the Transfer Agent voluntarily waived and/or reimbursed Fund expenses in an amount equal to 0.015% of average annual net assets for Classes A, B, C, I, R and Y.

During the reporting period, the Transfer Agent waived fees and/or reimbursed the Fund for transfer agent and shareholder servicing agent fees as follows:


Class A	$	166,075
Class B¹		719
Class C		18,996
Class R		4,806
Class Y		7,795

1. Effective June 1, 2018, all Class B shares converted to Class A shares.

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 IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $25,417 for IGMMF management fees. This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

37 OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

9. Borrowings and Other Financing

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a $1.95 billion revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with atypical redemption activity. Expenses and fees related to the Facility are paid by the participating funds and are disclosed separately or as other expenses on the Statement of Operations. The Fund did not utilize the Facility during the reporting period.

10. Subsequent Event

On October 18, 2018, Massachusetts Mutual Life Insurance Company (“MassMutual”), an indirect corporate parent of the Sub-Adviser and the Manager announced that it has entered into a definitive agreement, whereby Invesco Ltd. (“Invesco”), a global investment management company, will acquire the Sub-Adviser. As of the time of the announcement, the transaction is expected to close in the second quarter of 2019, pending necessary regulatory and other third-party approvals. This is subject to change.

38 OPPENHEIMER CAPITAL APPRECIATION FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees

Oppenheimer Capital Appreciation Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Oppenheimer Capital Appreciation Fund (the “Fund”), including the statement of investments, as of August 31, 2018, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two year period then ended, and the related notes (collectively, the “financial statements”) and the financial highlights for each of the years in the five year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of August 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two year period then ended, and the financial highlights for each of the years in the five year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of August 31, 2018, by correspondence with the custodian and the transfer agent, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

KPMG LLP

We have not been able to determine the specific year that we began serving as the auditor of one or more Oppenheimer Funds investment companies, however we are aware that we have served as the auditor of one or more Oppenheimer Funds investment companies since at least 1969.

Denver, Colorado

October 25, 2018

39 OPPENHEIMER CAPITAL APPRECIATION FUND

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2018, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2017.

Capital gain distributions of $3.5868 per share were paid to Class A, Class B, Class C, Class I, Class R and Class Y shareholders, respectively, on December 14, 2017. Whether received in stock or in cash, the capital gain distribution should be treated by shareholders as a gain from the sale of the capital assets held for more than one year (long-term capital gains).

Dividends, if any, paid by the Fund during the reporting period which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 100% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the reporting period which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $49,567,237 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2018, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the reporting period, the maximum amount allowable but not less than $9,125 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend and the maximum amount allowable but not less than $34,633,635 of the short-term capital gain distribution to be paid by the Fund qualifies as a short-term capital gain dividend.

The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance.

40 OPPENHEIMER CAPITAL APPRECIATION FUND

PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Guidelines under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Guidelines is available (i) without charge, upon request, by calling the Fund toll-free at 1.800. CALL OPP (225.5677), (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800. CALL OPP (225.5677), and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Householding—Delivery of Shareholder Documents

This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus (or, if available, the fund’s summary prospectus), annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.

Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800. CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus (or, if available, the summary prospectus), reports and privacy policy within 30 days of receiving your request to stop householding.

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TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the Fund, Length of Service, Year of Birth		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/ Directorships Held.

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal. Each of the Trustees in the chart below oversees 48 portfolios in
		the OppenheimerFunds complex.

Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2005) Year of Birth: 1943		Governor of Community Foundation of the Florida Keys (non-profit) (since July 2012); Director of TCP Capital, Inc. (registered business development company) (since November 2015); Chairman Emeritus of the Board of Trustees (since August 2011), Chairman of the Board of Trustees (August 2007-August 2011), Trustee of the Board of Trustees (since August 1991) of The Jackson Laboratory (non-profit); Member of Zurich Insurance Group’s Investment Management Advisory Council (insurance) (October 2004-February 2017); Treasurer (since 2007) and Trustee (since May 1992) of the Institute for Advanced Study (non-profit educational institute); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Sub-Adviser’s parent company) (September 2004- June 2015); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

Beth Ann Brown, Trustee (since 2016) Year of Birth: 1968		Director, Board of Directors of Caron Engineering Inc. (since January 2018); Advisor, Board of Advisors of Caron Engineering Inc. (December 2014-December 2017); Independent Consultant (since September 2012); held the following positions at Columbia Management Investment Advisers LLC: Head of Intermediary Distribution (2008-2012), Managing Director, Strategic Relations (2005-2008), Managing Director, Head of National Accounts (2004-2005); Senior Vice President, National Account Manager (2002-2004), Senior Vice President, Key Account Manager (1999-2002) and Vice President, Key Account Manager (1996-1999) of Liberty Funds Distributor, Inc.; President and Director, of Acton Shapleigh Youth Conservation Corps (non -profit) (2012-2015); and Vice President and Director of Grahamtastic Connection (non-profit) (since May 2013). Ms. Brown has served on the Boards of certain Oppenheimer funds since January 2016, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

Edmund P. Giambastiani, Jr., Trustee (since 2013) Year of Birth: 1948		Director of THL Credit, Inc. (since November 2016) (alternative credit investment manager); Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (April 2012-September 2016); Director of Mercury Defense Systems Inc. (information technology) (August 2011-February 2013); Trustee of the U.S. Naval Academy Foundation Athletic & Scholarship Program (since November 2010); Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Chairman of Monster

42 OPPENHEIMER CAPITAL APPRECIATION FUND


Edmund P. Giambastiani, Jr., Continued		Worldwide, Inc. (career services) (March 2015-November 2016), Director of Monster Worldwide, Inc. (career services) (February 2008-June 2011); Lead Director (June 2011-March 2015); Chairman of Alenia North America, Inc. (military and defense products) (January 2008-October 2009); Director of SRA International, Inc. (information technology and services) (January 2008-July 2011); President of Giambastiani Group LLC (national security and energy consulting) (since October 2007); United States Navy, career nuclear submarine officer (June 1970-October 2007); Seventh Vice Chairman of the Joint Chiefs of Staff (2005-October 2007); Supreme Allied Commander of NATO Allied Command Transformation (2003- 2005) and Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Central Intelligence Agency. He recently completed serving as a federal commissioner on the Military Compensation and Retirement Modernization Commission. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

Elizabeth Krentzman, Trustee (since 2014) Year of Birth: 1959		Trustee of the University of Florida National Board Foundation (since September 2017); Member of the Cartica Funds Board of Directors (private investment funds) (since January 2017); Member of the University of Florida Law Center Association, Inc. Board of Trustees and Audit Committee Member (since April 2016); Member of University of Florida Law Advisory Board, Washington, DC Alumni Group (since 2015); Advisory Board Member of the Securities and Exchange Commission Historical Society (since 2007); held the following positions at Deloitte & Touche LLP: Principal and Chief Regulatory Advisor for Asset Management Services (2007 - 2014) and U.S. Mutual Fund Leader (2011 - 2014); General Counsel of the Investment Company Institute (trade association) (June 2004 - April 2007); held the following positions at Deloitte & Touche LLP: National Director of the Investment Management Regulatory Consulting Practice (1997 - 2004), Principal (2003 - 2004), Director (1998 - 2003) and Senior Manager (1997 - 1998); Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission (1996 - 1997) and various positions with the Division of Investment Management – Office of Regulatory Policy (1991 - 1996) of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP (1987 – 1991). Ms. Krentzman has served on the Boards of certain Oppenheimer funds since August 2014, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

Mary F. Miller, Trustee (since 2004) Year of Birth: 1942		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (October 1998-November 2011); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

43 OPPENHEIMER CAPITAL APPRECIATION FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Joel W. Motley, Trustee (since 2002) Year of Birth: 1952		Director of Office of Finance Federal Home Loan Bank (since September 2016); Director of Greenwall Foundation (since October 2013); Member of Board and Investment Committee of The Greenwall Foundation (since April 2013); Member of the Vestry of Trinity Wall Street (since April 2012); Director of Southern Africa Legal Services Foundation (since March 2012); Board Member and Investment Committee Member of Pulitzer Center for Crisis Reporting (non-profit journalism) (since March 2011); Managing Director of Public Capital Advisors, LLC (privately- held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch (since July 2000) and Member of the Investment Committee and Board of Historic Hudson Valley (since February 2010). Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

Joanne Pace, Trustee (since 2012) Year of Birth: 1958		Advisory Board Director of Massey Quick Simon & Co. (wealth management), LLC (since October 2014); Board Director of Horizon Blue Cross Blue Shield of New Jersey (healthcare) (since November 2012); Advisory Board Director of The Alberleen Group LLC (investment banking) (since March 2012); Governing Council Member (since 2016) and Chair of Education Committee (since 2017) of Independent Directors Council (IDC) (since 2016); Board Member of 100 Women in Finance (non-profit) (since January 2015); Advisory Council Member of Morgan Stanley Children’s Hospital (non-profit) (since May 2012); Director of The Komera Project (non-profit) (April 2012-2016); New York Advisory Board Director of Peace First (non-profit) (March 2010-2013); Senior Advisor of SECOR Asset Management, LP (2010-2011); Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010); Partner and Chief Operating Officer of FrontPoint Partners, LLC (hedge fund) (2005-2006); held the following positions at Credit Suisse (investment banking): Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003-2004); held the following positions at Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012); Board Director of Managed Funds Association (2008-2010); Board Director of Morgan Stanley Foundation (2007- 2010) and Investment Committee Chair (2008-2010). Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

44 OPPENHEIMER CAPITAL APPRECIATION FUND


Daniel Vandivort, Trustee (since 2014) Year of Birth: 1954		Chairman and Lead Independent Director/Trustee (March 2010-September 2014), Chairman of the Audit Committee (March 2009-September 2014) and Director/Trustee (December 2008-September 2014) of the Board of Directors/ Trustees of Value Line Funds; Trustee (since January 2015) and Treasurer and Chairman of the Audit Committee and Finance Committee (since January 2016) of Board of Trustees of Huntington Disease Foundation of America; Trustee, Board of Trustees, RIM Retirement Savings Plan (2005-2007); President and Chief Investment Officer, Robeco Investment Management, formerly known as Weiss Peck and Greer (January 2005-June 2007); Member, Management Committee of Robeco Investment Management (2001-2007); Chairman and Trustee of the Board of Trustees of Weiss, Peck and Greer Funds (2004-2005); Managing Director and Head of Fixed Income, Weiss, Peck and Greer (November 1994-January 2005); Managing Director and Head of Fixed Income, CS First Boston Investment Management (January 1992-November 1994); Director, Global Product Development, First Boston Asset Management (November 1989-January 1992); Vice President, Fixed Income Sales, First Boston Corp. (May 1984-November 1989). Mr. Vandivort has served on the Boards of certain Oppenheimer funds since 2014, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

INTERESTED TRUSTEE AND OFFICER		Mr. Steinmetz is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as Chairman and director of the Sub-Adviser and officer and director of the Manager. Both as a Trustee and as an officer, Mr. Steinmetz serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Steinmetz’s address is 225 Liberty Street, New York, New York 10281-1008. Mr. Steinmetz is an officer of 106 portfolios in the OppenheimerFunds complex.

Arthur P. Steinmetz, Trustee (since 2015), President and Principal Executive Officer (since 2014) Year of Birth: 1958		Chairman of OppenheimerFunds, Inc. (since January 2015); CEO and Chairman of OFI Global Asset Management, Inc. (since July 2014), President of OFI Global Asset Management, Inc. (since May 2013), a Director of OFI Global Asset Management, Inc. (since January 2013), Director of OppenheimerFunds, Inc. (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (OppenheimerFunds, Inc.‘s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities (January 2013-December 2013); Executive Vice President of OFI Global Asset Management, Inc. (January 2013-May 2013); Chief Investment Officer of OppenheimerFunds, Inc. (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of OppenheimerFunds, Inc. (April 2009-October 2010); Executive Vice President of OppenheimerFunds, Inc. (October 2009-December 2012); Director of Fixed Income of OppenheimerFunds, Inc. (January 2009-April 2009); and a Senior Vice President of OppenheimerFunds, Inc. (March 1993-September 2009).

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Mr. Larson, Mss. Lo Bessette, Foxson and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Petersen, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Paul Larson, Vice President (since 2016) Year of Birth: 1971		Vice President of the Sub-Adviser and Portfolio Manager of the Main Street Team (since January 2013). Prior to joining the Sub-Adviser, he was a portfolio manager and Chief Equity Strategist at Morningstar. He was previously an analyst at Morningstar covering the energy sector and oversaw the firm’s natural resources analysts. Prior to joining Morningstar in 2002, Mr. Larson was an analyst with The Motley Fool.

45 OPPENHEIMER CAPITAL APPRECIATION FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Cynthia Lo Bessette, Secretary and Chief Legal Officer (since 2016) Year of Birth: 1969		Executive Vice President, General Counsel and Secretary of OFI Global Asset Management, Inc. (since February 2016); Senior Vice President and Deputy General Counsel of OFI Global Asset Management, Inc. (March 2015-February 2016); Chief Legal Officer of OppenheimerFunds, Inc. and OppenheimerFunds Distributor, Inc. (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., OFI Advisors, LLC and Index Management Solutions, LLC (since February 2016); Chief Legal Officer of OFI Global Institutional, Inc., HarbourView Asset Management Corporation, OFI Global Trust Company, Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Shareholder Services, Inc. and Trinity Investment Management Corporation (since February 2016); Corporate Counsel (February 2012-March 2015) and Deputy Chief Legal Officer (April 2013-March 2015) of Jennison Associates LLC; Assistant General Counsel (April 2008-September 2009) and Deputy General Counsel (October 2009-February 2012) of Lord Abbett & Co. LLC.

Jennifer Foxson, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969		Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of OppenheimerFunds, Inc. (January 1998-March 2006); Assistant Vice President of OppenheimerFunds, Inc. (October 1991-December 1998).

Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973		Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since March 2014); Chief Compliance Officer of OppenheimerFunds, Inc., OFI SteelPath, Inc., OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014).

Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer (since 2016) Year of Birth: 1970		Senior Vice President of OFI Global Asset Management, Inc. (since January 2017); Vice President of OFI Global Asset Management, Inc. (January 2013-January 2017); Vice President of OppenheimerFunds, Inc. (February 2007-December 2012); Assistant Vice President of OppenheimerFunds, Inc. (August 2002-2007).

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge upon request, by calling 1.800. CALL OPP (225.5677).

46 OPPENHEIMER CAPITAL APPRECIATION FUND

OPPENHEIMER CAPITAL APPRECIATION FUND


Manager		OFI Global Asset Management, Inc.

Sub-Adviser		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OFI Global Asset Management, Inc.

Sub-Transfer Agent		Shareholder Services, Inc.
		DBA OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG LLP

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

47 OPPENHEIMER CAPITAL APPRECIATION FUND

PRIVACY NOTICE

As an Oppenheimer fund shareholder, you are entitled to know how we protect your personal information and how we limit its disclosure.

Information Sources

We obtain non-public personal information about our shareholders from the following sources:

●

Applications or other forms.

●

When you create a user ID and password for online account access.

●

When you enroll in eDocs Direct,^SM our electronic document delivery service.

●

Your transactions with us, our affiliates or others.

●

Technologies on our website, including: “cookies” and web beacons, which are used to collect data on the pages you visit and the features you use.

If you visit oppenheimerfunds.com and do not log on to the secure account information areas, we do not obtain any personal information about you. When you do log on to a secure area, we do obtain your user ID and password to identify you. We also use this information to provide you with products and services you have requested, to inform you about products and services that you may be interested in and assist you in other ways.

We do not collect personal information through our website unless you willingly provide it to us, either directly by email or in those areas of the website that request information. In order to update your personal information (including your mailing address, email address and phone number) you must first log on and visit your user profile.

If you have set your browser to warn you before accepting cookies, you will receive the warning message with each cookie. You can refuse cookies by turning them off in your browser. However, doing so may limit your access to certain sections of our website.

We use cookies to help us improve and manage our website. For example, cookies help us recognize new versus repeat visitors to the site, track the pages visited, and enable some special features on the website. This data helps us provide better service for our website visitors.

Protection of Information

We do not disclose any non-public personal information (such as names on a customer list) about current or former customers to anyone, except as permitted by law.

Disclosure of Information

Copies of confirmations, account statements and other documents reporting activity in your fund accounts are made available to your financial advisor (as designated by you). We may also use details about you and your investments to help us, our financial service affiliates, or firms that jointly market their financial products and services with ours, to better serve your investment needs or suggest educational material that may be of interest to you. If this requires us to provide you with an opportunity to “opt in” or “opt out” of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before any such sharing takes place.

Right of Refusal

We will not disclose your personal information to unaffiliated third parties (except as permitted by law), unless we first offer you a reasonable opportunity to refuse or “opt out” of such disclosure.

48 OPPENHEIMER CAPITAL APPRECIATION FUND

Internet Security and Encryption

In general, the email services provided by our website are encrypted and provide a secure and private means of communication with us. To protect your own privacy, confidential and/ or personal information should only be communicated via email when you are advised that you are using a secure website.

As a security measure, we do not include personal or account information in non-secure emails, and we advise you not to send such information to us in non-secure emails. Instead, you may take advantage of the secure features of our website to encrypt your email correspondence. To do this, you will need to use a browser that supports Secure Sockets Layer (SSL) protocol.

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All transactions conducted via our websites, including redemptions, exchanges and purchases, are secured by the highest encryption standards available. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.

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Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.

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You can exit the secure area by closing your browser or, for added security, you can use the Log Out button before you close your browser.

Other Security Measures

We maintain physical, electronic and procedural safeguards to protect your personal account information. Our employees and agents have access to that information only so that they may offer you products or provide services, for example, when responding to your account questions.

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, safeguard that information. Strengthening your online credentials–your online security profile–typically your user name, password, and security questions and answers, can be one of your most important lines of defense on the Internet. For additional information on how you can help prevent identity theft, visit https://www. oppenheimerfunds.com/security.

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated as of November 2017. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com, write to us at P.O. Box 5270, Denver, CO 80217-5270, or call us at 800 CALL OPP (225 5677).

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LOGO

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		Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc. 225 Liberty Street, New York, NY 10281-1008 ^© 2018 OppenheimerFunds Distributor, Inc. All rights reserved. RA0320.001.0818 October 25, 2018

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the registrant has determined that Joanne Pace, the Board’s Audit Committee Chairwoman, is an audit committee financial expert and that Ms. Pace is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a)	Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $30,600 in fiscal 2018 and $27,900 in fiscal 2017.

(b)	Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $3,500 in fiscal 2018 and $6,000 in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed $292,986 in fiscal 2018 and $289,000 in fiscal 2017 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: Internal control reviews, GIPS attestation procedures, custody audits, incremental, and additional, audit services

(c)

Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2018 and $765 in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed $533,392 in fiscal 2018 and $528,317 in fiscal 2017 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d)	All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2018 and no such fees in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2018 and no such fees in fiscal 2017 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such fees would include the cost to the principal accountant of attending audit committee meetings and consultations regarding the registrant’s retirement plan with respect to its Trustees.

(e)	(1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.

The audit committee has delegated pre-approval authority to its Chairwoman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.

Under applicable laws, pre-approval of non-audit services may be waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to its principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.

(2) 0%

(f)	Not applicable as less than 50%.

(g)

The principal accountant for the audit of the registrant’s annual financial statements billed $826,378 in fiscal 2018 and $818,082 in fiscal 2017 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

(h)	The registrant’s audit committee of the board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser,

and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

None

Item 11. Controls and Procedures.

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 8/31/2018, 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 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.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.



(a)		(1) Exhibit attached hereto.

		(2) 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/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer
Date:		10/19/2018

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/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer
Date:		10/19/2018


By:		/s/ Brian S. Petersen
		Brian S. Petersen
		Principal Financial Officer
Date:		10/19/2018