N-CSR 1 g07667nvcsr.htm FORM N-CSR nvcsr
 
 
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 811-4108
Oppenheimer Variable Account Funds
(Exact name of registrant as specified in charter)
6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip code)
Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)
Registrant’s telephone number, including area code: (303) 768-3200
Date of fiscal year end: December 31
Date of reporting period: 12/31/2010
 
 

 


 

Item 1. Reports to Stockholders.
(OPPENHEIMERFUNDS LOGO)
December 31, 2010 Oppenheimer Small- & Mid-Cap Annual Report Growth Fund/VA* A Series of Oppenheimer Variable Account Funds ANNUAL REPORT Listing of Top Holdings Fund Performance Discussion Listing of Investments Financial Statements * Prior to April 30, 2010, the Fund’s name was “Oppenheimer MidCap Fund/VA” oppenheimerfinds The Right Way to Invest

 


 

OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA
Portfolio Manager: Ronald J. Zibelli, Jr.

Average Annual Total Returns
For the Periods Ended 12/31/10
                         
      1-Year       5-Year       10-Year  
 
Non-Service Shares
    27.46%     –1.18%     –2.33%
Service Shares
    27.16       –1.44       –2.56  
Expense Ratios
For the Fiscal Year Ended 12/31/10
                 
      Gross       Net  
      Expense       Expense  
      Ratios       Ratios  
 
Non-Service Shares
    0.85%     0.76%
Service Shares
    1.10       1.01  
The 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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account. The net expense ratios take into account voluntary fee waivers or expense reimbursements, without which performance would have been less. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
Sector Allocation
(PIE CHART)
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on the total market value of common stocks.
Top Ten Common Stock Holdings
         
Concho Resources, Inc.
    1.9 %
Alexion Pharmaceuticals, Inc.
    1.8  
F5 Networks, Inc.
    1.6  
Dollar Tree, Inc.
    1.6  
Edwards Lifesciences Corp.
    1.5  
Albemarle Corp.
    1.4  
Skyworks Solutions, Inc.
    1.4  
Chipotle Mexican Grill, Inc., Cl. A
    1.4  
Parker-Hannifin Corp.
    1.4  
Panera Bread Co., Cl. A
    1.3  
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets.
2 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Management’s Discussion of Fund Performance. During the reporting period, the Fund’s Non-Service shares produced a total return of 27.46%. On a relative basis, the Fund underperformed the Russell 2500 Growth Index (the “Index”), which returned 28.86%.
     The U.S. economy made progress in 2010 in its recovery from recession and financial crisis. Although investor sentiment appeared to improve along with economic data during the first quarter of the year, new global developments in the spring threatened to derail the economic rebound. A sovereign debt crisis in Europe made headlines when Greece and, later, Ireland struggled to finance heavy debt loads. In the United States, high levels of unemployment and a weak housing market weighed on an already choppy recovery. These factors caused many investors to become more cautious, and stock prices generally declined amid heightened volatility over the first half of the year.
     Investor sentiment improved over the summer when it became clearer that a return to recession was unlikely. Corporate earnings continued to improve, commodity prices rose broadly in response to robust demand from the emerging markets, and U.S. gross domestic product continued to expand at a moderate pace. In addition, the Federal Reserve announced plans for a new round of quantitative easing, signaling its commitment to stimulating economic growth and job creation. As a result, investors shifted their focus to riskier assets, and the U.S. stock market rallied strongly. Greater clarity in U.S. economic and tax policies following the midterm elections also drove stock prices higher.
     The Fund’s best performing sector during the reporting period was health care, where Edwards Lifesciences Corp. drove the outperformance. Edwards Lifesciences is a global player in products and technologies designed to treat advanced cardiovascular disease. The stock performed well during the reporting period, and the Fund’s overweight exposure benefited performance. The Fund also benefited from overweight positions in biopharmaceutical company Alexion Pharmaceuticals, Inc., which was its second largest holding at period end, and SXC Health Solutions Corp. SXC Health Solutions is a provider of pharmacy benefit management services and health care information technology solutions to the health care management industry.
     The Fund also performed well within the information technology and materials sectors. In information technology, the Fund received strong results from its third largest holding at period end, networking appliances company F5 Networks, Inc., which produced a triple digit return for the Fund. F5 is a fast-growing company which we believe has the potential to further expand its product offering in the Application Controller Delivery market. The Fund held overweight positions in a few other strong performing securities including Riverbed Technology, Inc., a leading supplier of Wide Area Network (WAN) traffic optimization products; Salesforce.com, Inc., a provider to businesses of all sizes and industries worldwide of customer and collaboration relationship management services as well as a provider of a technology platform for customers and developers to build and run business applications; Cognizant Technology Solutions Corp., an information technology consulting firm, and ARM Holdings plc, a U.K.-based technology company that we exited by period end. In terms of materials, the Fund outperformed as a result of its exposure to strong performing securities, including Lubrizol Corp., Albemarle Corp., Silver Wheaton Corp. and Airgas, Inc. We exited our position in Airgas, which performed well for the Fund during the time it was held, and locked in our gains early in the reporting period. Individual contributors to performance in other sectors included the Fund’s top holding at period end, Concho Resources, Inc., an independent oil and natural gas company with operations primarily based in Texas and New Mexico, and another top ten holding, successful food retailer Chipotle Mexican Grill, Inc.
     During the reporting period, the Fund underperformed the Index largely within the consumer discretionary and financials sectors as a result of weaker relative stock selection. Within the consumer discretionary sector, the Fund’s exposure to Skechers USA, Inc., Warnaco Group, Inc., Polo Ralph Lauren Corp. and Urban Outfitters, Inc., all of which we exited during the period, detracted from relative performance. The above mentioned securities did not thrive in an economic environment in which consumers held back on consumer discretionary spending for much of 2010. In terms of financials, several of our holdings were hurt by the uncertain regulatory environment and very low interest rates during the period, which compressed their net interest margins and renewed concerns about foreclosures and the mortgage market. The top three detractors within the sector were Stifel Financial Corp., Waddell & Reed Financial, Inc. and Assured Guaranty Ltd., the latter two of which we exited during the period. We maintained our position in Stifel
3 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Financial, which provides brokerage, investment banking, trading, investment advisory and related financial services through its subsidiaries. At period end, we continued to like the underlying business fundamentals of the company. A small allocation to cash and cash equivalents also hurt relative performance versus the Index, as the Index is comprised solely of stocks.
     We believe market volatility will likely persist in the near term as the economy continues to struggle in a slow growth environment. That being said, we continue to utilize our disciplined investment process to seek out investment opportunities in the small- and mid-cap markets. Historically, smaller, more nimble companies have provided greater long-term growth potential than their larger counterparts. We sift through the thousands of small- and mid-cap companies in the U.S. stock market in search of potential growth candidates. Our bottom-up approach to investing helps us identify dynamic firms whose potential for above-average, sustainable revenue and earnings growth may position them to outperform.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.981.2871. Read the prospectus carefully before investing.
Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.
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.
Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each share class of the Fund held until December 31, 2010. Performance is measured over a ten-fiscal-year period. Performance information does not reflect charges that apply to separate accounts investing in the Fund. If these charges were taken into account, performance would be lower. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares. Past performance cannot guarantee future results.
     The Fund’s performance is compared to the performance of the Russell 2500® Growth Index, Russell 2000® Growth Index, Russell Midcap® Growth Index, and the S&P 500 Index. On April 30, 2010, the Fund changed its name from Oppenheimer MidCap Fund/VA to Oppenheimer Small- & Mid-Cap Growth Fund/VA and changed its investment strategy to emphasize investments in common stocks of companies that, at the time of purchase, are within the range of the market capitalization of the smallest company included in the Russell 2000 Growth Index and the largest company included in the Russell Midcap Growth Index. The Fund also changed the benchmark indices against which it measures its performance from the S&P 500 Index and the Russell Midcap Growth Index to the Russell 2500 Growth Index and the Russell 2000 Growth Index because Fund management believes that the latter two indices are more comparable with the Fund’s changed investment style. The Russell 2500 Growth Index is an unmanaged index of U.S. small-cap and mid-cap growth stocks. The Russell 2000 Growth Index is an unmanaged index of those companies among the 2,000 smallest companies in the Russell 3000 Index that have higher price-to-book ratios and higher forecasted growth values. The Russell Midcap Growth Index is an unmanaged index of medium-capitalization domestic growth stocks. The S&P 500 Index is an unmanaged index of equity securities that is a measure of the general domestic stock market. The indices’ performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. 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 securities comprising the index.
4 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

Non-Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PERFORMANCE GRAPH)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
5 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PERFORMANCE GRAPH)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
6 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees (if applicable); 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 December 31, 2010.
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 Period” 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 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 charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.
                         
    Beginning     Ending     Expenses  
    Account     Account     Paid During  
    Value     Value     6 Months Ended  
    July 1, 2010     December 31, 2010     December 31, 2010  
 
Actual                  
Non-Service shares
  $ 1,000.00     $ 1,339.20     $ 4.61  
Service shares
    1,000.00       1,337.40       6.14  
 
                       
Hypothetical
(5% return before expenses)
                       
Non-Service shares
    1,000.00       1,021.27       3.98  
Service shares
    1,000.00       1,019.96       5.31  
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 fund, based on the 6-month period ended December 31, 2010 are as follows:
         
Class   Expense Ratios
 
Non-Service shares
    0.78 %
Service shares
    1.04  
The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. 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.
7 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

STATEMENT OF INVESTMENTS December 31, 2010
                 
    Shares     Value  
 
Common Stocks—100.8%
               
Consumer Discretionary—22.2%
               
Auto Components—1.7%
               
BorgWarner, Inc.1
    102,250     $ 7,398,810  
TRW Automotive Holdings Corp.1
    62,000       3,267,400  
 
             
 
            10,666,210  
 
               
Diversified Consumer Services—0.7%
               
Sotheby’s
    104,470       4,701,150  
 
             
Hotels, Restaurants & Leisure—4.6%
               
Cheesecake Factory, Inc. (The)1
    174,630       5,354,156  
Chipotle Mexican Grill, Inc., Cl. A1
    41,971       8,925,553  
Panera Bread Co., Cl. A1
    85,790       8,682,806  
Starwood Hotels & Resorts Worldwide, Inc.
    107,310       6,522,302  
 
             
 
            29,484,817  
 
               
Internet & Catalog Retail—2.0%
               
E-Commerce China Dangdang, Inc.,
               
Sponsored ADR1
    53,150       1,438,771  
NetFlix.com, Inc.1
    16,800       2,951,760  
Priceline.com, Inc.1
    20,640       8,246,712  
 
             
 
            12,637,243  
 
               
Leisure Equipment & Products—0.9%
               
Hasbro, Inc.
    128,660       6,070,179  
 
             
Media—2.6%
               
Discovery Communications, Inc.1
    187,590       7,822,503  
Scripps Networks Interactive, Cl. A
    116,780       6,043,365  
Valassis Communications, Inc.1
    99,480       3,218,178  
 
             
 
            17,084,046  
 
               
Multiline Retail—2.6%
               
Dollar Tree, Inc.1
    181,305       10,167,584  
Nordstrom, Inc.
    161,040       6,824,875  
 
             
 
            16,992,459  
 
               
Specialty Retail—4.8%
               
Dick’s Sporting Goods, Inc.1
    89,680       3,363,000  
Guess?, Inc.
    64,130       3,034,632  
O’Reilly Automotive, Inc.1
    112,260       6,782,749  
Tiffany & Co.
    116,440       7,250,719  
Tractor Supply Co.
    146,910       7,123,666  
Ulta Salon, Cosmetics & Fragrance, Inc.1
    95,800       3,257,200  
 
             
 
            30,811,966  
 
               
Textiles, Apparel & Luxury Goods—2.3%
               
Fossil, Inc.1
    67,390       4,749,647  
Phillips/Van Heusen Corp.
    97,770       6,160,488  
Under Armour, Inc., Cl. A1
    71,840       3,939,706  
 
             
 
            14,849,841  
 
               
Consumer Staples—4.9%
               
Beverages—1.1%
               
Hansen Natural Corp.1
    138,900       7,261,692  
 
             
Food & Staples Retailing—1.5%
               
Fresh Market, Inc. (The)1
    47,370       1,951,644  
Whole Foods Market, Inc.1
    151,450       7,661,856  
 
             
 
            9,613,500  
 
               
Food Products—0.5%
               
TreeHouse Foods, Inc.1
    65,610       3,352,015  
Personal Products—1.8%
               
Estee Lauder Cos., Inc. (The), Cl. A
    88,680       7,156,476  
Nu Skin Asia Pacific, Inc., Cl. A
    137,690       4,166,499  
 
             
 
            11,322,975  
 
               
Energy—5.9%
               
Energy Equipment & Services—2.9%
               
Complete Production Services, Inc.1
    113,150       3,343,583  
Core Laboratories NV
    66,600       5,930,730  
Dril-Quip, Inc.1
    52,930       4,113,720  
Superior Energy Services, Inc.1
    161,930       5,665,931  
 
             
 
            19,053,964  
 
               
Oil, Gas & Consumable Fuels—3.0%
               
Concho Resources, Inc.1
    140,560       12,322,895  
Whiting Petroleum Corp.1
    59,410       6,962,258  
 
             
 
            19,285,153  
 
               
Financials—5.7%
               
Capital Markets—1.4%
               
Affiliated Managers Group, Inc.1
    53,390       5,297,356  
Stifel Financial Corp.1
    62,200       3,858,888  
 
             
 
            9,156,244  
 
               
Commercial Banks—2.2%
               
East West Bancorp, Inc.
    257,580       5,035,689  
First Republic Bank1
    80,240       2,336,589  
Signature Bank1
    141,500       7,075,000  
 
             
 
            14,447,278  
 
               
Diversified Financial Services—1.1%
               
MSCI, Inc., Cl. A1
    175,280       6,828,909  
 
             
Real Estate Management & Development—1.0%
               
Jones Lang LaSalle, Inc.
    74,290       6,234,417  
8 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

                 
    Shares     Value  
 
Health Care—14.6%
               
Biotechnology—2.5%
               
Alexion Pharmaceuticals, Inc.1
    143,200     $ 11,534,760  
United Therapeutics Corp.1
    71,170       4,499,367  
 
             
 
            16,034,127  
 
               
Health Care Equipment & Supplies—2.5%
               
Edwards Lifesciences Corp.1
    117,380       9,488,999  
ResMed, Inc.1
    192,840       6,679,978  
 
             
 
            16,168,977  
 
               
Health Care Providers & Services—4.0%
               
AmerisourceBergen Corp.
    153,700       5,244,244  
Catalyst Health Solutions, Inc.1
    95,690       4,448,628  
Emergency Medical Services LP, Cl. A1
    60,030       3,878,538  
Health Management Associates, Inc., Cl. A1
    454,040       4,331,542  
HMS Holdings Corp.1
    119,560       7,743,901  
 
             
 
            25,646,853  
 
               
Health Care Technology—1.8%
               
Cerner Corp.1
    52,110       4,936,901  
SXC Health Solutions Corp.1
    158,100       6,776,166  
 
             
 
            11,713,067  
 
               
Life Sciences Tools & Services—1.3%
               
Illumina, Inc.1
    54,190       3,432,395  
Waters Corp.1
    65,330       5,076,794  
 
             
 
            8,509,189  
 
               
Pharmaceuticals—2.5%
               
Nektar Therapeutics1
    203,640       2,616,774  
Perrigo Co.
    90,580       5,736,431  
Salix Pharmaceuticals Ltd.1
    35,300       1,657,688  
Valeant Pharmaceuticals International, Inc.
    216,310       6,119,410  
 
             
 
            16,130,303  
 
               
Industrials—15.1%
               
Aerospace & Defense—2.7%
               
BE Aerospace, Inc.1
    192,730       7,136,792  
DigitalGlobe, Inc.1
    77,970       2,472,429  
TransDigm Group, Inc.1
    104,850       7,550,249  
 
             
 
            17,159,470  
 
               
Commercial Services & Supplies—0.8%
               
Stericycle, Inc.1
    67,440       5,457,245  
 
             
Electrical Equipment—4.1%
               
AMETEK, Inc.
    183,945       7,219,841  
Polypore International, Inc.1
    100,780       4,104,769  
Rockwell Automation, Inc.
    119,950       8,601,615  
Roper Industries, Inc.
    82,480       6,303,946  
 
             
 
            26,230,171  
 
               
Machinery—4.5%
               
CNH Global NV1
    101,790       4,859,455  
Gardner Denver, Inc.
    100,661       6,927,490  
Joy Global, Inc.
    38,090       3,304,308  
Parker-Hannifin Corp.
    101,440       8,754,272  
WABCO Holdings, Inc.1
    84,310       5,137,008  
 
             
 
            28,982,533  
 
               
Road & Rail—1.3%
               
Kansas City Southern, Inc.1
    175,870       8,417,138  
 
             
Trading Companies & Distributors—1.7%
               
MSC Industrial Direct Co., Inc., Cl. A
    119,530       7,732,396  
WESCO International, Inc.1
    62,640       3,307,392  
 
             
 
            11,039,788  
 
               
Information Technology—24.6%
               
Communications Equipment—2.8%
               
F5 Networks, Inc.1
    80,370       10,460,959  
Riverbed Technology, Inc.1
    208,660       7,338,572  
 
             
 
            17,799,531  
 
               
Computers & Peripherals—0.9%
               
NetApp, Inc.1
    102,100       5,611,416  
 
             
Electronic Equipment & Instruments—1.0%
               
Dolby Laboratories, Inc., Cl. A1
    47,280       3,153,576  
Trimble Navigation Ltd.1
    80,830       3,227,542  
 
             
 
            6,381,118  
 
               
Internet Software & Services—3.2%
               
Akamai Technologies, Inc.1
    156,740       7,374,617  
Rackspace Hosting, Inc.1
    221,020       6,942,238  
SINA Corp.1
    92,240       6,347,957  
 
             
 
            20,664,812  
 
               
IT Services—2.2%
               
Cognizant Technology Solutions Corp.1
    91,060       6,673,787  
Syntel, Inc.
    62,600       2,991,654  
Teradata Corp.1
    113,310       4,663,840  
 
             
 
            14,329,281  
 
               
Semiconductors & Semiconductor Equipment—6.3%
               
Atheros Communications, Inc.1
    136,530       4,904,158  
Atmel Corp.1
    439,590       5,415,749  
Broadcom Corp., Cl. A
    104,070       4,532,249  
Cavium Networks, Inc.1
    155,850       5,872,428  
9 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Shares     Value  
 
Semiconductors & Semiconductor Equipment Continued
               
Netlogic Microsystems, Inc.1
    242,790     $ 7,626,034  
Silicon Laboratories, Inc.1
    71,180       3,275,704  
Skyworks Solutions, Inc.1
    315,140       9,022,458  
 
             
 
            40,648,780  
 
               
Software—8.2%
               
Citrix Systems, Inc.1
    115,400       7,894,514  
Concur Technologies, Inc.1
    118,380       6,147,473  
Fortinet, Inc.1
    138,780       4,489,533  
Informatica Corp.1
    148,320       6,530,530  
Red Hat, Inc.1
    178,930       8,168,155  
Rovi Corp.1
    117,470       7,284,315  
Salesforce.com, Inc.1
    58,560       7,729,920  
TIBCO Software, Inc.1
    232,570       4,583,955  
 
             
 
            52,828,395  
 
               
Materials—5.7%
               
Chemicals—3.7%
               
Albemarle Corp.
    164,950       9,200,911  
Lubrizol Corp. (The)
    44,730       4,780,742  
Rockwood Holdings, Inc.1
    60,370       2,361,674  
Solutia, Inc.1
    336,690       7,770,805  
 
             
 
            24,114,132  
 
               
Containers & Packaging—0.8%
               
Rock-Tenn Co., Cl. A
    97,250       5,246,638  
 
               
Metals & Mining—1.2%
               
Silver Wheaton Corp.1
    190,650       7,442,976  
 
               
Telecommunication Services—2.1%
               
Wireless Telecommunication Services—2.1%
               
NII Holdings, Inc.1
    192,490       8,596,603  
SBA Communications Corp.1
    122,980       5,034,796  
 
             
 
            13,631,399  
 
             
Total Common Stocks (Cost $463,471,713)
            650,041,397  
 
               
Investment Companies—0.4%
               
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%2,3
    49,708       49,708  
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%3,4
    2,477,343       2,477,343  
 
             
Total Investment Companies
(Cost $2,527,051)
            2,527,051  
 
               
Total Investments, at Value
(Cost $465,998,764)
    101.2 %     652,568,448  
Liabilities in Excess of Other Assets
    (1.2 )     (8,027,040 )
     
Net Assets
    100.0 %   $ 644,541,408  
     
Footnotes to Statement of Investments
 
1.   Non-income producing security.
 
2.   Interest rate is less than 0.0005%.
 
3.   Rate shown is the 7-day yield as of December 31, 2010.
 
4.   Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:
                                 
    Shares     Gross     Gross     Shares  
    December 31, 2009     Additions     Reductions     December 31, 2010  
 
Oppenheimer Institutional Money Market Fund, Cl. E
    10,877,341       247,300,053       255,700,051       2,477,343  
                                 
                    Value     Income  
 
Oppenheimer Institutional Money Market Fund, Cl. E
                  $ 2,477,343     $ 28,145  
10 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
1) Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
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 table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
                                 
                    Level 3–        
    Level 1–     Level 2–     Significant        
    Unadjusted     Other Significant     Unobservable        
    Quoted Prices     Observable Inputs     Inputs     Value  
 
Assets Table
                               
Investments, at Value:
                               
Common Stocks
                               
Consumer Discretionary
  $ 143,297,911     $     $     $ 143,297,911  
Consumer Staples
    31,550,182                   31,550,182  
Energy
    38,339,117                   38,339,117  
Financials
    36,666,848                   36,666,848  
Health Care
    94,202,516                   94,202,516  
Industrials
    97,286,345                   97,286,345  
Information Technology
    158,263,333                   158,263,333  
Materials
    36,803,746                   36,803,746  
Telecommunication Services
    13,631,399                   13,631,399  
Investment Companies
    2,527,051                   2,527,051  
     
Total Assets
  $ 652,568,448     $     $     $ 652,568,448  
     
Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
See accompanying Notes to Financial Statements.
11 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010
         
Assets
       
Investments, at value—see accompanying statement of investments:
       
Unaffiliated companies (cost $463,521,421)
  $ 650,091,105  
Affiliated companies (cost $2,477,343)
    2,477,343  
 
     
 
    652,568,448  
 
       
Receivables and other assets:
       
Investments sold
    1,198,279  
Shares of beneficial interest sold
    132,479  
Dividends
    83,825  
Other
    22,974  
 
     
Total assets
    654,006,005  
 
       
Liabilities
       
Payables and other liabilities:
       
Shares of beneficial interest redeemed
    9,246,382  
Shareholder communications
    97,054  
Transfer and shareholder servicing agent fees
    55,532  
Trustees’ compensation
    20,834  
Distribution and service plan fees
    18,742  
Other
    26,053  
 
     
Total liabilities
    9,464,597  
 
       
Net Assets
  $ 644,541,408  
 
     
 
       
Composition of Net Assets
       
Par value of shares of beneficial interest
  $ 13,863  
Additional paid-in capital
    760,866,762  
Accumulated net investment loss
    (20,834 )
Accumulated net realized loss on investments
    (302,888,067 )
Net unrealized appreciation on investments
    186,569,684  
 
     
Net Assets
  $ 644,541,408  
 
     
 
       
Net Asset Value Per Share
       
Non-Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $611,872,248 and 13,144,426 shares of beneficial interest outstanding)
  $ 46.55  
Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $32,669,160 and 718,702 shares of beneficial interest outstanding)
  $ 45.46  
See accompanying Notes to Financial Statements.
12 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010
         
Investment Income
       
Dividends:
       
Unaffiliated companies (net of foreign withholding taxes of $37,216)
  $ 2,675,622  
Affiliated companies
    28,145  
Interest
    281  
 
     
Total investment income
    2,704,048  
 
       
Expenses
       
Management fees
    4,152,994  
Distribution and service plan fees—Service shares
    68,751  
Transfer and shareholder servicing agent fees:
       
Non-Service shares
    548,533  
Service shares
    27,541  
Shareholder communications:
       
Non-Service shares
    90,387  
Service shares
    4,600  
Trustees’ compensation
    25,838  
Custodian fees and expenses
    3,435  
Administration service fees
    1,500  
Other
    63,015  
 
     
Total expenses
    4,986,594  
Less waivers and reimbursements of expenses
    (551,229 )
 
     
Net expenses
    4,435,365  
 
       
Net Investment Loss
    (1,731,317 )
 
       
Realized and Unrealized Gain
       
Net realized gain on investments from unaffiliated companies
    74,149,150  
Net change in unrealized appreciation/depreciation on investments
    71,236,219  
 
       
Net Increase in Net Assets Resulting from Operations
  $ 143,654,052  
 
     
See accompanying Notes to Financial Statements.
13 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

STATEMENTS OF CHANGES IN NET ASSETS
                 
Year Ended December 31,   2010     2009  
 
Operations
               
Net investment loss
  $ (1,731,317 )   $ (925,079 )
Net realized gain (loss)
    74,149,150       (78,545,847 )
Net change in unrealized appreciation/depreciation
    71,236,219       224,373,833  
     
Net increase in net assets resulting from operations
    143,654,052       144,902,907  
 
               
Beneficial Interest Transactions
               
Net decrease in net assets resulting from beneficial interest transactions:
               
Non-Service shares
    (72,544,702 )     (52,496,797 )
Service shares
    (348,697 )     (2,261,210 )
     
 
    (72,893,399 )     (54,758,007 )
 
               
Net Assets
               
Total increase
    70,760,653       90,144,900  
Beginning of period
    573,780,755       483,635,855  
     
End of period (including accumulated net investment income (loss) of $(20,834) and $37,265, respectively)
  $ 644,541,408     $ 573,780,755  
     
See accompanying Notes to Financial Statements.
14 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Non-Service Shares   Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 36.52     $ 27.54     $ 54.07     $ 50.85     $ 49.39  
 
Income (loss) from investment operations:
                                       
Net investment loss1
    (.11 )     (.05 )     (.13 )     (.02 )     (.02 )
Net realized and unrealized gain (loss)
    10.14       9.03       (26.40 )     3.24       1.48  
     
Total from investment operations
    10.03       8.98       (26.53 )     3.22       1.46  
 
Net asset value, end of period
  $ 46.55     $ 36.52     $ 27.54     $ 54.07     $ 50.85  
     
 
                                       
Total Return, at Net Asset Value2
    27.46 %     32.61 %     (49.07 )%     6.33 %     2.96 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 611,872     $ 547,683     $ 461,684     $ 1,002,442     $ 1,054,809  
 
Average net assets (in thousands)
  $ 548,739     $ 478,968     $ 754,170     $ 1,045,592     $ 1,135,831  
 
Ratios to average net assets:3
                                       
Net investment loss
    (0.29 )%     (0.17 )%     (0.30 )%     (0.04 )%     (0.04 )%
Total expenses4
    0.85 %     0.86 %     0.71 %     0.69 %     0.69 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.76 %     0.71 %     0.68 %     0.69 %     0.69 %
 
Portfolio turnover rate
    95 %     102 %     78 %     112 %     56 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    0.85 %
Year Ended December 31, 2009
    0.86 %
Year Ended December 31, 2008
    0.71 %
Year Ended December 31, 2007
    0.69 %
Year Ended December 31, 2006
    0.69 %
See accompanying Notes to Financial Statements.
15 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

FINANCIAL HIGHLIGHTS Continued
                                         
Service Shares   Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 35.75     $ 27.03     $ 53.22     $ 50.19     $ 48.87  
 
Income (loss) from investment operations:
                                       
Net investment loss1
    (.20 )     (.13 )     (.24 )     (.17 )     (.16 )
Net realized and unrealized gain (loss)
    9.91       8.85       (25.95 )     3.20       1.48  
     
Total from investment operations
    9.71       8.72       (26.19 )     3.03       1.32  
 
Net asset value, end of period
  $ 45.46     $ 35.75     $ 27.03     $ 53.22     $ 50.19  
     
 
                                       
Total Return, at Net Asset Value2
    27.16 %     32.26 %     (49.21 )%     6.04 %     2.70 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 32,669     $ 26,098     $ 21,952     $ 47,270     $ 47,131  
 
Average net assets (in thousands)
  $ 27,552     $ 22,605     $ 35,815     $ 49,421     $ 44,273  
 
Ratios to average net assets:3
                                       
Net investment loss
    (0.53 )%     (0.44 )%     (0.57 )%     (0.31 )%     (0.33 )%
Total expenses4
    1.10 %     1.12 %     0.98 %     0.96 %     0.97 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    1.01 %     0.97 %     0.95 %     0.96 %     0.97 %
 
Portfolio turnover rate
    95 %     102 %     78 %     112 %     56 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    1.10 %
Year Ended December 31, 2009
    1.12 %
Year Ended December 31, 2008
    0.98 %
Year Ended December 31, 2007
    0.96 %
Year Ended December 31, 2006
    0.97 %
See accompanying Notes to Financial Statements.
16 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Oppenheimer Small- & Mid-Cap Growth Fund/VA (the “Fund”), formerly known as Oppenheimer MidCap Fund/VA, is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek capital appreciation by investing in “growth type” companies. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
     The Fund offers two classes of shares. Both classes are sold at their offering price, which is the net asset value per share, to separate investment accounts of participating insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other investment products. The class of shares designated as Service shares is subject to a distribution and service plan. Both 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.
     The following is a summary of significant accounting policies consistently followed by the Fund.
Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.
     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.
     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.
     U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.
     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.
     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued
17 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities 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 adjusted for any discounts related to 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.
     There have been no significant changes to the fair valuation methodologies of the Fund during the period.
Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.
Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.
     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.
     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.
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.
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 remain open for the three preceding fiscal reporting period ends.
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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.
                         
                    Net Unrealized Appreciation  
                    Based on Cost  
Undistributed   Undistributed     Accumulated     of Securities and Other  
Net Investment   Long-Term     Loss     Investments for Federal  
Income   Gain     Carryforward1,2,3,4     Income Tax Purposes  
 
$—
  $     $ 301,034,992     $ 184,716,600  
 
1.   As of December 31, 2010, the Fund had $301,034,992 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2010, details of the capital loss carryforward were as follows:
         
Expiring        
 
2017
  $ 301,034,992  
 
2.   During the fiscal year ended December 31, 2010, the Fund utilized $72,390,451 of capital loss carryforward to offset capital gains realized in that fiscal year.
 
3.   During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.
 
4.   During the fiscal year ended December 31, 2010, $157,834,371 of unused capital loss carryforward expired.
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 may differ from their ultimate characterization for federal income tax purposes. 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 December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.
                 
            Reduction  
    Reduction     to Accumulated  
Reduction   to Accumulated Net     Net Realized  
to Paid-in Capital   Investment Loss     Loss on Investments  
 
$159,508,986
  $ 1,673,218     $ 157,835,768  
No distributions were paid during the years ended December 31, 2010 and December 31, 2009.
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 as of December 31, 2010 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.
         
Federal tax cost of securities
  $ 467,851,848  
 
     
 
       
Gross unrealized appreciation
  $ 185,300,459  
Gross unrealized depreciation
    (583,859 )
 
     
Net unrealized appreciation
  $ 184,716,600  
 
     
Trustees’ Compensation. The Board of Trustees 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.
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NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
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. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed 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 market value of the securities received. Interest income 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.
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 0.50%. 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.
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
2. 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 December 31, 2010     Year Ended December 31, 2009  
    Shares     Amount     Shares     Amount  
 
Non-Service Shares
                               
Sold
    660,517     $ 26,701,795       730,850     $ 22,021,499  
Redeemed
    (2,513,826 )     (99,246,497 )     (2,496,465 )     (74,518,296 )
     
Net decrease
    (1,853,309 )   $ (72,544,702 )     (1,765,615 )   $ (52,496,797 )
     
 
                               
Service Shares
                               
Sold
    170,363     $ 6,822,078       97,563     $ 2,820,902  
Redeemed
    (181,692 )     (7,170,775 )     (179,541 )     (5,082,112 )
     
Net decrease
    (11,329 )   $ (348,697 )     (81,978 )   $ (2,261,210 )
     
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3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2010, were as follows:
                 
    Purchases   Sales  
 
Investment securities
  $ 536,304,551     $ 597,025,225  
4. 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:
         
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  
Over $1.5 billion
    0.58  
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS fees at an annual rate of 0.10% of the daily net assets of each class of shares. For the year ended December 31, 2010, the Fund paid $568,665 to OFS for services to the Fund.
Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares to pay OppenheimerFunds Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s Service shares. Under the Plan, payments are made periodically at an annual rate of 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors of the insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners that hold Service shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
Waivers and Reimbursements of Expenses. From April 1, 2009 through March 31, 2010, the Manager voluntarily waived its advisory fee by 0.09% of the Fund’s average annual net assets. Effective April 1, 2010 through August 31, 2010, the Manager voluntarily agreed to waive its advisory fee by 0.05% of the Fund’s average daily net assets. During the year ended December 31, 2010, the Manager waived $243,506 in advisory fees as a result of these voluntary arrangements. These voluntary undertakings were applied after all other waivers and/or reimbursements.
     The Manager has voluntarily agreed to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 0.80% for Non-Service shares and 1.05% for Service shares. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $282,216 and $14,086 for Non-Service and Service shares, respectively.
     The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $11,421 for IMMF management fees.
     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
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NOTES TO FINANCIAL STATEMENTS Continued
5. Pending Litigation
Since 2009, a number of lawsuits have been pending in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff ”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
6. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:
We have audited the accompanying statement of assets and liabilities of Oppenheimer Small- & Mid-Cap Growth Fund/VA formerly known as Oppenheimer MidCap Fund/VA, (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2010, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. 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. The accompanying financial highlights of Oppenheimer Small- & Mid-Cap Growth Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those financial highlights.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian and transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Small- & Mid-Cap Growth Fund/VA as of December 31, 2010, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG llp
Denver, Colorado
February 16, 2011
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FEDERAL INCOME TAX INFORMATION Unaudited
In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.
     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.
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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio manager and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Ronald Zibelli, Jr., the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical
25 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued
performance to relevant market indices and to the performance of other mid-cap growth funds underlying variable insurance products. The Board considered that the Fund underperformed its performance universe median during the one-year, three-year, five-year and ten-year periods considered by the Board. The Board also considered, however, the Manager’s assertion that the portfolio manager’s high quality emphasis, which generally was out of favor in 2009, accounted for the Fund’s underperformance. The Board considered that the Manager changed the Fund’s name and investment policies on May 1, 2010 to reflect that the Fund could invest in small-cap stocks as well as mid-cap stocks. The Board also considered the Manager’s assertion that, going forward, these changes should improve the Fund’s performance.
     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other mid-cap growth funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds to those of retail funds, it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s actual management fees and total expenses were lower than the expense group median. The Board considered that, effective May 1, 2009, the Manager voluntarily agreed to cap annual total expenses, as a percentage of net assets, for non-service shares at 0.80% and for service shares at 1.05%. The Board also considered that the Manager voluntarily waived 0.09% of its management fee after all other waivers and/or reimbursements from April 1, 2009 through March 31, 2010, and that the Manager agreed voluntarily to waive 0.05% of its management fee from April 1, 2010 through August 31, 2010.
     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
26 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures 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 Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (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 1.800.525.7048, 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.
27 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited
     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of
Fund, Length of Service, Age   Portfolios in the Fund Complex Currently Overseen
 
   
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.
 
   
William L. Armstrong,
Chairman of the Board of
Trustees (since 2003),
Trustee (since 1999)
Age: 73
  President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
George C. Bowen,
Trustee (since 1999)
Age: 74
  Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Bowen has served on the Boards of certain Oppenheimer funds since 1998, 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 Boards’ deliberations.
 
   
Edward L. Cameron,
Trustee (since 1999)
Age: 72
  Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000 — June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
Jon S. Fossel,
Trustee (since 1990)
Age: 68
  Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, 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 Boards’ deliberations.
 
   
Sam Freedman,
Trustee (since 1996)
Age: 70
  Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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 Boards’ deliberations.
28 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of
Fund, Length of Service, Age   Portfolios in the Fund Complex Currently Overseen
 
   
Beverly L. Hamilton,
Trustee (since 2002)
Age: 64
  Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 36 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, 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 Boards’ deliberations.
 
   
Robert J. Malone,
Trustee (since 2002)
Age: 66
  Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank- Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 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 Boards’ deliberations.
 
   
F. William Marshall, Jr.,
Trustee (since 2001)
Age: 68
  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, 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 Boards’ deliberations.
 
   
INTERESTED TRUSTEE AND OFFICER
  The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
 
   
William F. Glavin, Jr.,
Trustee, President and Principal Executive Officer
(since 2009)
Age: 52
  Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004- January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003- March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer
29 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of
Fund, Length of Service, Age   Portfolios in the Fund Complex Currently Overseen
 
   
William F. Glavin, Jr., Continued
  (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, 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 Boards’ deliberations.
 
   
OTHER OFFICERS OF THE FUND
  The addresses of the Officers in the chart below are as follows: for Messrs. Zibelli, Jr., Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 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.
 
   
Ronald J. Zibelli, Jr.,
Vice President and Portfolio Manager
(since 2008)
Age: 51
  Vice President of the Manager (since May 2006); a Chartered Financial Analyst. Prior to joining the Manager, Managing Director and Small Cap Growth Team Leader at Merrill Lynch Investment Managers (January 2002- May 2006). A portfolio manager and officer of 3 portfolios in the OppenheimerFunds complex.
 
   
Thomas W. Keffer,
Vice President and Chief Business Officer
(since 2009)
Age: 55
  Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Mark S. Vandehey,
Vice President and Chief Compliance Officer
(since 2004)
Age: 60
  Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer
(since 1999)
Age: 51
  Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Robert G. Zack,
Vice President and Secretary
(since 2001)
Age: 62
  Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.
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 1.800.981.2871.
30 | OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA

 


 

OPPENHEIMER SMALL- & MID-CAP GROWTH FUND/VA
A Series of Oppenheimer Variable Account Funds
     
Manager
  OppenheimerFunds, Inc.
 
   
Distributor
  OppenheimerFunds Distributor, Inc.
 
   
Transfer Agent
  OppenheimerFunds Services
 
   
Independent Registered
Public Accounting Firm
  KPMG llp
 
   
Counsel
  K&L Gates LLP
 
   
 
  Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.
© Copyright 2011 OppenheimerFunds, Inc. All rights reserved.
(OPPENHEIMER FUNDS LOGO)

 


 

December 31, 2010
(GRAPHIC)
ANNUAL REPORT
     Listing of Top Holdings
     Fund Performance Discussion
     Listing of Investments
     Financial Statements
(OPPENHEIMER FUNDS LOGO)

 


 

OPPENHEIMER BALANCED FUND/VA
Portfolio Managers: Emmanuel Ferreira, Krishna Memani and Peter A. Strzalkowski
Average Annual Total Returns
For the Periods Ended 12/31/10
                         
    1-Year   5-Year   10-Year
 
Non-Service Shares
    12.91 %     -2.14 %     1.62 %
                         
                    Since
                    Inception
    1-Year   5-Year   (5/1/02)
 
Service Shares
    12.68 %     -2.39 %     1.51 %
 
Expense Ratios
For the Fiscal Year Ended 12/31/10
                 
    Gross   Net
    Expense   Expense
    Ratios   Ratios
 
Non-Service Shares
    0.92 %     0.66 %
Service Shares
    1.17       0.91  
The 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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account. The net expense ratios take into account voluntary fee waivers or expense reimbursements, without which performance would have been less. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
Portfolio Allocation
(PIE CHART)
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on the total market value of investments.
         
Top Ten Common Stock Holdings        
Take-Two Interactive Software, Inc.
    5.3 %
Google, Inc., Cl. A
    2.6  
Mylan, Inc.
    2.5  
JPMorgan Chase & Co.
    2.3  
QUALCOMM, Inc.
    2.3  
Chevron Corp.
    2.2  
THQ, Inc.
    2.2  
Nestle SA
    2.1  
Jupiter Telecommunications Co. Ltd.
    1.9  
Lorillard, Inc.
    1.7  
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets.
2 | OPPENHEIMER BALANCED FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Management’s Discussion of Fund Performance. During the reporting period, the Fund’s Non-Service shares produced a total return of 12.91%. In comparison, the S&P 500 Index returned 15.08% and the Barclays Capital U.S. Aggregate Bond Index returned 6.54%.
Economic and Market Overview
Although the U.S. and other western economies continued to recover from a recession and worldwide financial crisis during the reporting period, the recovery proved to be choppy. In Europe, over the first half of 2010, Greece and Ireland struggled to finance heavy debt loads, sparking fears of contagion to other markets and compelling national governments throughout the region to adopt fiscal austerity measures. At the same time, inflationary pressures in China prompted local government authorities to raise short-term interest rates, which fueled new concerns in the spring of 2010 regarding a major engine of global economic growth. Japan encountered a drop in export activity when the yen appreciated sharply against most major currencies. Finally, demand for goods and services in the United States remained under pressure from persistently high levels of unemployment and a weak domestic housing market.
     Economic conditions generally continued to improve in Europe and the U.S. over the second half of 2010, and investor sentiment was bolstered when the U.S. Federal Reserve announced a new round of quantitative easing in the fall. Corporate earnings continued to exceed analysts’ forecasts and the U.S. and other developed economies continued to expand at moderate rates. Many of the emerging markets shrugged off the economic problems undermining more developed economies during the first half of 2010 and enjoyed strong economic growth throughout the period. China and other nations in Southeast Asia continued to attract manufacturing facilities and investment capital, helping to support an expanding middle class of consumers. A record high volume of new emerging-market corporate bond issues provided evidence of the robust capital inflows to Asia and Latin America.
     In terms of the global bond and equity markets, both continued their very strong performance runs. Emerging-market equities continued their rally throughout 2010 although at more muted levels than those seen in 2009. U.S. equities, particularly small capitalization stocks, performed quite strongly as well. Global investors over the reporting period continued to seek higher yields in a historically low interest-rate environment, supporting prices of emerging-market bonds, commercial mortgage-backed securities and high yield, non-investment grade corporate bonds. After U.S. Treasuries experienced a strong run up for much of 2010, they cooled off substantially in December 2010 and experienced a steep sell-off.
Fund Strategy
During the reporting period, the Fund’s portfolio was divided roughly evenly between equities and fixed-income securities. The Fund underperformed the S&P 500 Index primarily as a result of its allocation to fixed-income securities in a period when equities outperformed bonds. Measured separately, both the Fund’s equity component and fixed-income component outperformed their respective benchmarks. On the equity side, we focused on high-quality companies whose fundamentals we felt were best suited to thrive in a slow-growth economic environment. Further, where we felt most confident of a stock’s potential, we created the largest positions.
     Making the strongest positive contributions were Take-Two Interactive Software, Inc., Potash Corp. of Saskatchewan, Inc., Chevron Corp. and Genzyme Corp. Video game developer Take-Two Interactive Software, Inc., the Fund’s top equity holding at period end, produced strong results for the Fund for the overall period, despite the video game industry experiencing weakened consumer demand for much of the reporting period. Potash Corp. of Saskatchewan, Inc., one of the world’s largest fertilizer enterprises, produced strong results for the Fund during the period. Following two years of subpar global crop production, demand for fertilizer and crop nutrients strengthened during the reporting period as countries sought to rebuild grain and animal-feed supplies. Chevron Corp., another top ten common stock holding of the Fund, produced strong returns for the Fund during the reporting period. While the stock witnessed a degree of volatility, it rallied for the overall reporting period. During the reporting period, Genzyme Corp., a biotechnology company that develops treatments for rare inherited diseases, received a public tender offer at a premium to its then-current stock price. In terms of detractors from performance, Research In Motion Ltd., Pfizer, Inc. and General Cable Corp. experienced declines when held. We exited our position in all three holdings by period end.
3 | OPPENHEIMER BALANCED FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
     The Fund’s fixed-income component also produced positive absolute returns during the period and significantly outper-formed the Barclays Capital U.S. Aggregate Bond Index in a few areas, specifically mortgage-backed securities (MBS), commercial mortgage-backed securities (CMBS) and certain investment grade and high yield investments. MBS guaranteed by government-sponsored enterprises (GSEs)—also referred to as agency MBS—enjoyed quite good performance during the reporting period, and outperformed similar-duration Treasuries. MBS originated by private entities—otherwise known as non-agency MBS—continued to post solid returns, demonstrating, in our view, the continuing benefit of dwindling supply. This sector tends to naturally amortize, and little or no new issuance has taken place since the housing market declined. As a result of the problems in the residential real estate market, MBS, in general, have benefited from declining prepayments, which have increased the value of many mortgages. CMBS continued to perform well and the fixed-income component’s allocation to CMBS on average was approximately 3% larger than the Barclays Capital U.S. Aggregate Bond Index’s during the reporting period. The Fund received a greater contribution to return from MBS than CMBS, however, due to the Fund’s much larger exposure to MBS.
     A few other areas within the fixed-income component contributed to Fund performance during the reporting period. Relative to the Barclays Capital U.S. Aggregate Bond Index, the performance of our investments in investment-grade securities significantly outperformed, primarily due to an overweight to financials and a tilt towards lower-rated, investment grade corporate debt, especially BBB-rated securities. Our investments in high yield, non-investment grade securities also performed well, as our allocations to BB-rated bonds added to the Fund’s outperformance. Lastly, our allocation to asset-backed securities (ABS) contributed to Fund performance. ABS are often collateralized by credit card receivables and auto loans, and these generally performed well for the Fund during the period. In the fourth quarter, the performance of credit card receivables trailed off slightly, while the performance of auto loans remained strong. The Fund had a small allocation in U.S. Government agency debt, which modestly contributed to performance as a result of stronger relative security selection.
     The Fund had minimal exposure to U.S. Treasury securities during the period, while the Barclays Capital U.S. Aggregate Bond Index had a roughly 33.5% allocation to them at period end. Treasuries overall produced solid performance during the reporting period with a return of approximately 6% for the Barclays Capital U.S. Aggregate Bond Index. However, the Fund’s small allocation to Treasuries contributed to its relative outperformance, as most other categories of the Barclays Capital U.S. Aggregate Bond Index performed better. The Fund’s lack of direct exposure to Treasuries fared especially well in December, when they encountered a steep sell-off. During the period, we generally maintained the Fund’s duration posture in a range that was in line with the Barclays Capital U.S. Aggregate Bond Index. We successfully used interest rate futures and other derivative instruments to help establish the Fund’s duration position.
4 | OPPENHEIMER BALANCED FUND/VA

 


 

Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.981.2871. Read the prospectus carefully before investing.
Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.
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.
Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each share class of the Fund held until December 31, 2010. In the case of Non-Service shares, performance is measured over a ten-year period. In the case of Service shares, performance is measured from inception of the Class on May 1, 2002. Performance information does not reflect charges that apply to separate accounts investing in the Fund. If these charges were taken into account, performance would be lower. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares.
     The Fund’s performance is compared to the performance of both the S&P 500 Index, an unmanaged index of U.S. equity securities that is a measure of the general domestic stock market, and the Barclays Capital U.S. Aggregate Bond Index, an unmanaged index of U.S. corporate, government and mortgage-backed securities that is a measure of the domestic bond market. The indices’ performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments vary from the securities comprising the indices.
5 | OPPENHEIMER BALANCED FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
(PERFORMANCE GRAPH)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
6 | OPPENHEIME BALANCED FUND/VA

 


 

FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees (if applicable); 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 December 31, 2010.
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 Period” 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 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 charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical “ lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.
                         
    Beginning   Ending   Expenses
    Account   Account   Paid During
    Value   Value   6 Months Ended
    July 1, 2010   December 31, 2010   December 31, 2010
 
Actual
                       
 
Non-Service Shares
  $ 1,000.00     $ 1,160.90     $ 3.65  
 
Service Shares
    1,000.00       1,160.50       5.02  
 
                       
Hypothetical
                       
(5% return before expenses)
                       
 
Non-Service Shares
    1,000.00       1,021.83       3.42  
 
Service Shares
    1,000.00       1,020.57       4.70  
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 fund, based on the 6-month period ended December 31, 2010 are as follows:
         
Class   Expense Ratios
 
Non-Service Shares
    0.67 %
 
Service Shares
    0.92  
The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. 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.
7 | OPPENHEIMER BALANCED FUND/VA

 


 

STATEMENT OF INVESTMENTS December 31, 2010
                 
    Shares     Value  
 
Common Stocks—49.4%
               
Consumer Discretionary—1.9%
               
Media—1.9%
               
Jupiter Telecommunications Co. Ltd.
    4,393     $ 4,620,793  
 
             
Consumer Staples—5.4%
               
Food & Staples Retailing—0.6%
               
CVS Caremark Corp.
    44,100       1,533,357  
 
             
Food Products—2.2%
               
Nestle SA
    87,780       5,140,059  
 
             
Tobacco—2.6%
               
Altria Group, Inc.
    83,010       2,043,706  
Lorillard, Inc.
    50,660       4,157,160  
 
             
 
            6,200,866  
 
               
Energy—4.9%
               
Energy Equipment & Services—1.6%
               
Halliburton Co.
    49,300       2,012,919  
Schlumberger Ltd.
    20,400       1,703,400  
 
             
 
            3,716,319  
 
               
Oil, Gas & Consumable Fuels—3.3%
               
BP plc, ADR
    29,250       1,291,973  
Chevron Corp.
    56,870       5,189,388  
CONSOL Energy, Inc.
    31,300       1,525,562  
 
             
 
            8,006,923  
 
               
Financials—5.9%
               
Diversified Financial Services—2.3%
               
JPMorgan Chase & Co.
    132,900       5,637,618  
 
             
Insurance—3.6%
               
Assurant, Inc.
    51,500       1,983,780  
Everest Re Group Ltd.
    34,210       2,901,692  
MetLife, Inc.
    82,200       3,652,968  
 
             
 
            8,538,440  
 
               
Health Care—9.8%
               
Biotechnology—4 .2%
               
Amgen, Inc.1
    46,400       2,547,360  
Genzyme Corp. (General Division)1
    39,680       2,825,216  
Gilead Sciences, Inc.1
    77,790       2,819,110  
Vanda Pharmaceuticals, Inc.1
    199,000       1,882,540  
 
             
 
            10,074,226  
 
               
Health Care Providers & Services—1.4%
               
Humana, Inc.1
    31,730       1,736,900  
WellPoint, Inc.1
    30,050       1,708,643  
 
             
 
            3,445,543  
                 
    Shares     Value  
 
Pharmaceuticals—4.2%
               
Merck & Co., Inc.
    113,127     $ 4,077,097  
Mylan, Inc.1
    281,030       5,938,164  
 
             
 
            10,015,261  
 
               
Industrials—1.2%
               
Aerospace & Defense—0.1%
               
AerCap Holdings NV1
    9,000       127,080  
Industrial Conglomerates—0.3%
               
Tyco International Ltd.
    20,650       855,736  
Machinery—0.8%
               
Navistar International Corp.1
    33,720       1,952,725  
Information Technology—17.8%
               
Communications Equipment—3.0%
               
Harris Corp.
    33,050       1,497,165  
Orbcomm, Inc.1
    375       971  
QUALCOMM, Inc.
    113,360       5,610,186  
 
             
 
            7,108,322  
 
               
Internet Software & Services—4.1%
               
eBay, Inc.1
    128,390       3,573,094  
Google, Inc., Cl. A1
    10,670       6,337,660  
 
             
 
            9,910,754  
 
               
IT Services—0.7%
               
MasterCard, Inc., Cl. A
    7,300       1,636,003  
Software—10.0%
               
Microsoft Corp.
    73,290       2,046,257  
Oracle Corp.
    128,700       4,028,310  
Take-Two Interactive Software, Inc.1
    1,048,576       12,834,570  
THQ, Inc.1
    853,300       5,170,998  
 
             
 
            24,080,135  
 
               
Materials—1.8%
               
Chemicals—1.8%
               
Celanese Corp., Series A
    46,000       1,893,820  
Potash Corp. of Saskatchewan, Inc.
    16,200       2,508,246  
 
             
 
            4,402,066  
 
               
Metals & Mining—0.0%
               
Kaiser Aluminum Corp.
    114       5,710  
Telecommunication Services—0.0%
               
Diversified Telecommunication Services—0.0%
               
XO Holdings, Inc.1
    85       58  
Utilities—0.7%
               
Electric Utilities—0.7%
               
Edison International, Inc.
    40,500       1,563,300  
 
             
Total Common Stocks (Cost $103,841,503)
            118,571,294  
8 | OPPENHEIMER BALANCED FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Asset-Backed Securities—3.8%
               
Ally Auto Receivables Trust 2010-2,
               
Automobile Receivables Nts.,
               
Series 2010-2, Cl. A2, 0.89%, 9/17/12
  $ 235,000     $ 235,472  
Ally Auto Receivables Trust 2010-4,
               
Automobile Receivables Nts.,
               
Series 2010-4, Cl. A3, 0.91%, 11/17/14
    30,000       29,823  
Ally Master Owner Trust 2010-1,
               
Asset-Backed Certificates,
               
Series 2010-1, Cl. A, 2.01%, 1/15/132,3
    240,000       244,477  
Ally Master Owner Trust 2010-3,
               
Asset-Backed Certificates,
               
Series 2010-3, Cl. A, 2.88%, 4/15/132
    200,000       204,943  
AmeriCredit Automobile Receivables
               
Trust 2009-1, Automobile
               
Receivables-Backed Nts.,
               
Series 2009-1, Cl. A3, 3.04%, 10/15/13
    160,000       162,940  
AmeriCredit Automobile Receivables
               
Trust 2010-4, Automobile
               
Receivables-Backed Nts.,
               
Series 2010-4, Cl. D, 4.20%, 11/8/16
    120,000       118,275  
AmeriCredit Prime Automobile
               
Receivables Trust 2010-1, Automobile
               
Receivables Nts., Series 2010-1,
               
Cl. A2, 0.97%, 1/15/13
    66,685       66,715  
AmeriCredit Prime Automobile
               
Receivables Trust 2010-2,
               
Automobile Receivables Nts.,
               
Series 2010-2, Cl. A2, 1.22%, 10/8/13
    100,000       100,320  
Bank of America Auto Trust 2010-2,
               
Automobile Receivables,
               
Series 2010-2, Cl. A2, 0.91%, 10/15/12
    150,000       150,301  
Capital One Multi-Asset
               
Execution Trust, Credit Card
               
Asset-Backed Certificates,
               
Series 2008-A5, Cl. A5, 4.85%, 2/18/14
    260,000       263,252  
CarMax Auto Owner Trust 2010-3,
               
Automobile Asset-Backed Nts.,
               
Series 2010-3, Cl. A3, 0.99%, 2/17/15
    65,000       64,644  
Centre Point Funding LLC,
               
Asset-Backed Nts., Series 2010-1A,
               
Cl. 1, 5.43%, 7/20/152
    69,920       72,328  
Chrysler Financial Lease Trust,
               
Asset-Backed Nts., Series 2010-A,
               
Cl. A2, 1.78%, 6/15/112
    127,849       128,015  
Citibank Credit Card Issuance Trust,
               
Credit Card Receivable Nts.,
               
Series 2003-C4, Cl. C4, 5%, 6/10/15
    180,000       189,374  
Citibank Omni Master Trust, Credit
               
Card Receivables, Series 2009-A8,
               
Cl. A8, 2.36%, 5/16/162,3
    325,000       329,151  
CNH Equipment Trust,
               
Asset-Backed Certificates:
               
Series 2009-B, Cl. A3, 2.97%, 3/15/13
    81,004       81,358  
Series 2010-A, Cl. A2, 0.81%, 3/25/15
    243,480       243,593  
                 
    Principal        
    Amount     Value  
 
Asset-Backed Securities Continued
               
Countrywide Home Loans,
               
Asset-Backed Certificates:
               
Series 2002-4, Cl. A1, 1.001%, 2/25/333
  $ 13,799     $ 12,529  
Series 2005-16,Cl. 2AF2, 5.382%, 5/1/363
    271,497       232,567  
Series 2005-17, Cl. 1AF2, 5.363%, 5/1/363
    153,866       123,797  
CWABS Asset-Backed Certificates
               
Trust 2006-25, Asset-Backed
               
Certificates, Series 2006-25,
               
Cl. 2A2, 0.381%, 6/25/473
    480,000       429,750  
DaimlerChrysler Auto Trust 2007-A,
               
Automobile Receivable Nts.,
               
Series 2007-A, Cl. A4, 5.28%, 3/8/13
    251,974       258,154  
DT Auto Owner Trust,
               
Automobile Receivable Nts.,
               
Series 2009-1,Cl. A1, 2.98%, 10/15/152
    135,196       136,247  
Ford Credit Auto Lease Trust,
               
Automobile Receivable Nts.:
               
Series 2010-A, Cl. A, 1.04%, 3/15/132
    130,670       130,788  
Series 2010-B, Cl. A2, 0.75%, 10/15/124
    245,000       245,000  
Ford Credit Auto Owner Trust,
               
Automobile Receivable Nts.:
               
Series 2009-E, Cl. A2, 0.80%, 3/15/12
    241,090       241,214  
Series 2010-A, Cl. A4, 2.15%, 6/15/15
    350,000       356,622  
Ford Credit Floorplan Master Owner
               
Trust 2009-2, Asset-Backed Nts.,
               
Series 2009-2, Cl. A, 1.81%, 9/15/123
    245,000       248,696  
Ford Credit Floorplan Master Owner
               
Trust 2010-1, Asset-Backed Nts.,
               
Series 2010-1,Cl. A, 1.91%, 12/15/142,3
    250,000       254,708  
GE Capital Credit Card Master
               
Note Trust, Asset-Backed Nts.,
               
Series 2009-2, Cl. A, 3.69%, 7/15/15
    105,000       109,111  
Harley-Davidson Motorcycle
               
Trust 2006-3, Motorcycle
               
Contract-Backed Nts.,
               
Series 2006-3, Cl. A4, 5.22%, 6/15/13
    210,185       213,927  
Harley-Davidson Motorcycle
               
Trust 2009-2, Motorcycle
               
Contract-Backed Nts.,
               
Series 2009-2, Cl. A2, 2%, 7/15/12
    18,072       18,083  
Hertz Vehicle Financing LLC,
               
Automobile Receivable Nts.,
               
Series 2010-1A, Cl. A1, 2.60%, 2/15/142
    240,000       242,319  
HSBC Home Equity Loan Trust 2005-3,
               
Closed-End Home Equity Loan
               
Asset-Backed Certificates,
               
Series 2005-3, Cl. A1, 0.521%, 1/20/353
    233,073       223,831  
HSBC Home Equity Loan Trust 2006-4,
               
Closed-End Home Equity Loan
               
Asset-Backed Certificates,
               
Series 2006-4, Cl. A2V, 0.371%, 3/20/363
    68,743       68,480  
MBNA Credit Card Master Note Trust,
               
Credit Card Receivables,
               
Series 2003-C7, Cl. C7, 1.61%, 3/15/163
    255,000       252,182  
9 | OPPENHEIMER BALANCED FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Asset-Backed Securities Continued
               
Merrill Auto Trust Securitization 2007-1,
               
Asset-Backed Nts.,
               
Series 2007-1, Cl. A4, 0.32%, 12/15/133
  $ 156,440     $ 156,030  
Morgan Stanley Resecuritization Trust,
               
Automobile Receivable Nts.,
               
Series 2010-F, Cl. A, 0.511%, 6/17/112,3
    485,000       483,920  
Navistar Financial Dealer Note
               
Master Owner Trust, Asset-Backed Nts.,
               
Series 2010-1, Cl. A, 1.911%, 1/26/152,3
    405,000       405,987  
Nissan Auto Lease Trust 2010-B,
               
Automobile Asset-Backed Nts.,
               
Series 2010-B, Cl. A3, 1%, 12/15/13
    220,000       219,733  
Nissan Master Owner Trust,
               
Automobile Receivable Nts.,
               
Series 2010-AA, Cl. A, 1.41%, 1/15/132,3
    240,000       242,834  
RASC Series 2006-KS7 Trust,
               
Home Equity Mtg. Asset-Backed
               
Pass-Through Certificates,
               
Series 2006-KS7, Cl. A2, 0.361%, 9/25/363
    110,085       109,488  
Santander Drive Auto Receivables
               
Trust 2010-2, Automobile
               
Receivables Nts.,
               
Series 2010-2, Cl. A2, 0.95%, 8/15/13
    225,000       225,301  
Santander Drive Auto Receivables
               
Trust 2010-3, Automobile
               
Receivables Nts.,
               
Series 2010-3, Cl. C, 3.06%, 11/15/17
    235,000       233,846  
Volkswagen Auto Lease Trust 2010-A,
               
Automobile Receivable Nts.,
               
Series 2010-A, Cl. A3, 0.99%, 11/20/13
    215,000       214,643  
World Financial Network
               
Credit Card Master Note Trust,
               
Credit Card Receivables,
               
Series 2009-A, Cl. A, 4.60%, 9/15/15
    245,000       251,935  
 
             
Total Asset-Backed Securities
(Cost $9,128,365)
            9,026,703  
 
               
Mortgage-Backed Obligations—28.2%
               
Government Agency—22.9%
               
FHLMC/FNMA/FHLB/Sponsored—22.8%
               
Federal Home Loan Mortgage Corp.:
               
5.50%, 9/1/39
    1,254,824       1,338,203  
7%, 10/1/37
    1,036,026       1,171,236  
Federal Home Loan Mortgage Corp.,
               
Gtd. Real Estate Mtg. Investment
               
Conduit Multiclass Pass-Through Certificates:
               
Series 2006-11, Cl. PS, 23.611%, 3/25/363
    242,857       342,927  
Series 2426, Cl. BG, 6%, 3/15/17
    423,404       459,707  
Series 2427, Cl. ZM, 6.50%, 3/15/32
    452,949       504,856  
Series 2626, Cl. TB, 5%, 6/1/33
    695,185       747,297  
Series 2638, Cl. KG, 4%, 11/1/27
    619,589       625,254  
Series 2648, Cl. JE, 3%, 2/1/30
    156,599       157,315  
                 
    Principal        
    Amount     Value  
 
FHLMC/FNMA/FHLB/Sponsored Continued
               
Federal Home Loan Mortgage Corp.,
               
Gtd. Real Estate Mtg. Investment
               
Conduit Multiclass Pass-Through
               
Certificates: Continued
               
Series 2663, Cl. BA, 4%, 8/1/16
  $ 401,620     $ 409,451  
Series 2676, Cl. KB, 5%, 2/1/20
    83,277       84,122  
Series 2686, Cl. CD, 4.50%, 2/1/17
    214,423       218,785  
Series 2907, Cl. GC, 5%, 6/1/27
    93,049       94,746  
Series 2911, Cl. CU, 5%, 2/1/28
    274,293       279,252  
Series 2929, Cl. PC, 5%, 1/1/28
    95,391       96,810  
Series 2952, Cl. GJ, 4.50%, 12/1/28
    46,059       46,499  
Series 3019, Cl. MD, 4.75%, 1/1/31
    288,920       296,968  
Series 3025, Cl. SJ, 23.796%, 8/15/353
    73,546       102,532  
Series 3094, Cl. HS, 23.429%, 6/15/343
    144,226       189,495  
Series 3242, Cl. QA, 5.50%, 3/1/30
    151,623       156,205  
Series 3291, Cl. NA, 5.50%, 10/1/27
    45,991       46,525  
Series 3306, Cl. PA, 5.50%, 10/1/27
    90,620       91,580  
Series R001, Cl. AE, 4.375%, 4/1/15
    67,162       68,504  
Federal Home Loan Mortgage Corp.,
               
Interest-Only Stripped
               
Mtg.-Backed Security:
               
Series 183, Cl. IO, 13.857%, 4/1/275
    184,821       36,101  
Series 192, Cl. IO, 11.391%, 2/1/285
    52,091       10,396  
Series 2130, Cl. SC, 51.439%, 3/15/295
    143,725       25,680  
Series 243, Cl. 6, 2.173%, 12/15/325
    178,613       34,795  
Series 2527, Cl. SG, 36.64%, 2/15/325
    55,905       2,657  
Series 2531, Cl. ST, 62.465%, 2/15/305
    828,182       52,229  
Series 2796, Cl. SD, 68.671%, 7/15/265
    213,166       37,771  
Series 2802, Cl. AS, 96.397%, 4/15/335
    200,043       17,804  
Series 2920, Cl. S, 66.453%, 1/15/355
    1,107,932       159,381  
Series 3110, Cl. SL, 99.999%, 2/15/265
    158,112       20,280  
Federal Home Loan Mortgage Corp.,
               
Principal-Only Stripped Mtg.-Backed
               
Security, Series 176,
               
Cl. PO, 4.228%, 6/1/266
    51,131       43,117  
Federal National Mortgage Assn.:
               
3.50%, 1/1/26-1/1/417
    3,820,000       3,798,436  
4%, 1/1/417
    5,645,000       5,616,775  
4.50%, 1/1/26-1/1/417
    8,112,000       8,361,163  
5%, 1/1/417
    6,502,000       6,836,242  
5.50%, 9/25/20
    12,029       13,063  
5.50%, 1/1/26-1/1/417
    5,949,000       6,367,157  
6%, 12/1/34-3/1/37
    2,133,786       2,340,847  
6%, 1/1/417
    1,785,000       1,940,352  
6%, 11/1/348
    1,037,093       1,137,765  
6.50%, 1/1/417
    1,780,000       1,978,303  
7%, 11/1/178
    197,380       211,435  
7.50%, 1/1/33
    210,293       241,182  
8.50%, 7/1/32
    5,976       6,732  
Federal National Mortgage Assn.,
               
Gtd. Real Estate Mtg. Investment
               
Conduit Multiclass Pass-Through
               
Certificates:
               
Trust 1998-61, Cl. PL, 6%, 11/25/28
    164,186       181,466  
Trust 2004-101, Cl. BG, 5%, 1/25/20
    1,000,000       1,069,508  
Trust 2004-81, Cl. KC, 4.50%, 4/1/17
    307,131       312,182  
10 | OPPENHEIMER BALANCED FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
FHLMC/FNMA/FHLB/Sponsored Continued
               
Federal National Mortgage Assn.,
               
Gtd. Real Estate Mtg. Investment
               
Conduit Multiclass Pass-Through
               
Certificates: Continued
               
Trust 2004-9, Cl. AB, 4%, 7/1/17
  $ 248,310     $ 255,003  
Trust 2005-104, Cl. MC, 5.50%, 12/25/25
    700,000       764,473  
Trust 2005-12, Cl. JC, 5%, 6/1/28
    261,025       266,808  
Trust 2005-22, Cl. EC, 5%, 10/1/28
    99,698       102,030  
Trust 2005-30, Cl. CU, 5%, 4/1/29
    107,828       110,812  
Trust 2005-69, Cl. LE, 5.50%, 11/1/33
    444,231       475,644  
Trust 2006-46, Cl. SW, 23.244%, 6/25/363
    182,550       252,872  
Trust 2006-57, Cl. PA, 5.50%, 8/25/27
    151,066       152,256  
Trust 2009-36, Cl. FA, 1.201%, 6/25/373
    450,998       459,816  
Trust 2009-37, Cl. HA, 4%, 4/1/19
    624,544       659,448  
Trust 2009-70, Cl. PA, 5%, 8/1/35
    693,399       727,539  
Federal National Mortgage Assn.,
               
Interest-Only Stripped Mtg.-Backed Security:
               
Trust 2001-65, Cl. S, 47.471%, 11/25/315
    463,072       86,620  
Trust 2001-81, Cl. S, 37.251%, 1/25/325
    106,444       21,103  
Trust 2002-47, Cl. NS, 35.776%, 4/25/325
    238,789       44,845  
Trust 2002-51, Cl. S, 36.064%, 8/25/325
    219,265       41,144  
Trust 2002-52, Cl. SD, 43.051%, 9/25/325
    265,971       52,794  
Trust 2002-77, Cl. SH, 47.715%, 12/18/325
    152,104       28,488  
Trust 2002-84, Cl. SA, 48.085%, 12/25/325
    411,299       70,611  
Trust 2002-9, Cl. MS, 36.237%, 3/25/325
    160,864       29,098  
Trust 2003-33, Cl. SP, 49.444%, 5/25/335
    467,455       81,153  
Trust 2003-4, Cl. S, 44.135%, 2/25/335
    265,437       49,827  
Trust 2003-46, Cl. IH, 0%, 6/1/335,9
    1,489,043       184,504  
Trust 2003-89, Cl. XS, 53.849%, 11/25/325
    162,982       12,282  
Trust 2004-54, Cl. DS, 51.415%, 11/25/305
    219,066       27,885  
Trust 2005-14, Cl. SE, 41.451%, 3/25/355
    167,490       22,855  
Trust 2005-40, Cl. SA, 65.702%, 5/25/355
    618,618       103,439  
Trust 2005-71, Cl. SA, 68.213%, 8/25/255
    668,281       91,276  
Trust 2005-93, Cl. SI, 17.83%, 10/25/355
    116,055       14,343  
Trust 2006-60, Cl. DI, 41.33%, 4/25/355
    107,329       15,693  
Trust 2007-88, Cl. XI, 22.457%, 6/25/375
    670,648       93,534  
Trust 2008-67, Cl. KS, 34.057%, 8/25/345
    300,406       22,506  
Trust 222, Cl. 2, 20.46%, 6/1/235
    393,826       73,791  
Trust 233, Cl. 2, 34.397%, 8/1/235
    369,928       80,430  
Trust 252, Cl. 2, 32.907%, 11/1/235
    325,262       65,624  
Trust 319, Cl. 2, 6.206%, 2/1/325
    107,455       22,013  
Trust 331, Cl. 9, 14.804%, 2/1/335
    307,723       57,046  
Trust 334, Cl. 17, 22.82%, 2/1/335
    179,299       34,100  
Trust 339, Cl. 12, 0%, 7/1/335,9
    304,980       53,843  
Trust 339, Cl. 7, 0%, 7/1/335,9
    1,075,755       183,197  
Trust 343, Cl. 13, 3.941%, 9/1/335
    280,571       48,674  
Trust 345, Cl. 9, 3.359%, 1/1/345
    469,020       80,180  
Trust 351, Cl. 10, 13.574%, 4/1/345
    43,970       7,549  
Trust 351, Cl. 8, 0%, 4/1/345,9
    137,582       23,654  
Trust 356, Cl. 10, 0%, 6/1/355,9
    110,493       18,867  
Trust 356, Cl. 12, 0%, 2/1/355,9
    58,217       9,980  
Trust 362, Cl. 13, 0.217%, 8/1/355
    416,149       70,142  
Trust 364, Cl. 16, 0%, 9/1/355,9
    309,155       54,684  
                 
    Principal        
    Amount     Value  
 
FHLMC/FNMA/FHLB/Sponsored Continued
               
Federal National Mortgage Assn.,
               
Principal-Only Stripped
               
Mtg.-Backed Security,
               
Trust 1993-184, Cl. M, 4.788%, 9/25/236
  $ 144,937     $ 129,378  
 
             
 
            54,714,941  
 
               
GNMA/Guaranteed—0.1%
               
Government National Mortgage Assn., 8%, 4/15/23
    66,784       78,552  
Government National Mortgage Assn.,
               
Interest-Only Stripped
               
Mtg.-Backed Security:
               
Series 2001-21, Cl. SB, 88.416%, 1/16/275
    252,115       39,077  
Series 2002-15, Cl. SM, 77.353%, 2/16/325
    288,890       44,728  
Series 2002-76, Cl. SY, 81.039%, 12/16/265
    653,604       109,577  
Series 2004-11, Cl. SM, 69.372%, 1/17/305
    219,124       41,566  
 
             
 
            313,500  
 
               
Non-Agency—5.3%
               
Commercial—3.6%
               
Banc of America Commercial
               
Mortgage, Inc., Commercial
               
Mtg. Pass-Through Certificates:
               
Series 2006-1, Cl. AM, 5.421%, 9/1/45
    530,000       539,017  
Series 2007-1, Cl. A4, 5.451%, 1/1/17
    355,000       370,895  
Series 2007-1, Cl. AMFX, 5.482%, 1/1/49
    455,000       445,551  
Bear Stearns ARM Trust 2007-4,
               
Mtg. Pass-Through Certificates,
               
Series 2007-4, Cl. 22A1, 5.87%, 6/1/473
    277,642       230,000  
Citigroup, Inc./Deutsche Bank
               
2007-CD4 Commercial Mortgage Trust,
               
Commercial Mtg. Pass-Through
               
Certificates, Series 2007-CD4,
               
Cl. A4, 5.322%, 12/1/49
    290,000       301,043  
Deutsche Alt-B Securities, Inc.,
               
Mtg. Pass-Through Certificates,
               
Series 2006-AB4,
               
Cl. A1A, 6.005%, 10/25/36
    282,819       166,817  
Deutsche Mortgage & Asset
               
Receiving, Commercial Mtg.
               
Pass-Through Certificates,
               
Series 2010-C1, Cl. A1, 3.156%, 7/1/462
    284,493       285,443  
Deutsche Mortgage & Asset
               
Receiving, Commercial Mtg.
               
Pass-Through Certificates,
               
Interest-Only Stripped Mtg.-
               
Backed Security, Series 2010-C1,
               
Cl. XPA, 4.82%, 9/1/204,5
    2,275,000       203,129  
First Horizon Alternative Mortgage
               
Securities Trust 2004-FA2, Mtg.
               
Pass-Through Certificates,
               
Series 2004-FA2, Cl. 3A1, 6%, 1/25/35
    263,429       264,518  
11 | OPPENHEIMER BALANCED FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Commercial Continued
               
First Horizon Alternative Mortgage
               
Securities Trust 2007-FA2, Mtg.
               
Pass-Through Certificates,
               
Series 2007-FA2, Cl. 1A1, 5.50%, 4/25/37
  $ 491,268     $ 355,589  
IndyMac INDX Mortgage Loan
               
Trust 2005-AR23, Mtg. Pass-Through
               
Certificates, Series 2005-AR23,
               
Cl. 6A1, 5.214%, 11/1/353
    369,278       285,361  
JPMorgan Chase Commercial
               
Mortgage Securities Corp.,
               
Commercial Mtg. Pass-Through
               
Certificates:
               
Series 2010-C2, Cl. A2, 3.616%, 11/1/432
    340,000       329,680  
Series 2007-LDPX, Cl. A2S2, 5.187%, 1/1/494
    140,000       141,428  
Series 2007-LDPX, Cl. A2S, 5.305%, 1/15/49
    95,000       97,291  
Series 2007-LDP10, Cl. A3S, 5.317%, 4/1/13
    355,000       362,130  
Series 2007-LDPX, Cl. A3, 5.42%, 1/15/49
    40,000       41,666  
Series 2007-LD11, Cl. A2, 5.802%, 6/15/493
    270,000       279,747  
JPMorgan Chase Commercial
               
Mortgage Securities Trust
               
2006-LDP7, Commercial Mtg.
               
Pass-Through Certificates,
               
Series 2006-LDP7, 5.872%, 4/1/453
    515,000       534,949  
JPMorgan Mortgage Trust 2007-S3,
               
Mtg. Pass-Through Certificates,
               
Series 2007-S3, Cl. 1A90, 7%, 7/1/37
    377,210       294,574  
LB-UBS Commercial Mortgage
               
Trust 2006-C3, Commercial
               
Mtg. Pass-Through Certificates,
               
Series 2006-C3, Cl. AM, 5.712%, 3/11/39
    90,000       91,262  
LB-UBS Commercial Mortgage
               
Trust 2007-C1, Commercial
               
Mtg. Pass-Through Certificates,
               
Series 2007-C1, Cl. A2, 5.318%, 1/15/12
    210,000       215,399  
Mastr Adjustable Rate Mortgages
               
Trust 2004-13, Mtg. Pass-Through
               
Certificates, Series 2004-13,
               
Cl. 2A2, 2.83%, 4/1/343
    236,800       239,476  
Mastr Alternative Loan Trust 2004-6,
               
Mtg. Pass-Through Certificates,
               
Series 2004-6, Cl. 10A1, 6%, 7/25/34
    544,413       543,405  
Merrill Lynch Mortgage Investors
               
Trust 2005-A5, Mtg. Pass-Through
               
Certificates, Series 2005-A5,
               
Cl. A9, 2.752%, 6/1/353
    311,496       276,396  
ML-CFC Commercial Mortgage
               
Trust 2006-3, Commercial
               
Mtg. Pass-Through Certificates,
               
Series 2006-3, Cl. AM, 5.456%, 7/12/46
    475,000       480,249  
NCUA Guaranteed Notes,
               
Asset-Backed Nts., Series 2010-R3,
               
Cl. 2A, 0.825%, 12/8/203
    380,000       379,525  
                 
    Principal        
    Amount     Value  
 
Commercial Continued
               
Wachovia Bank Commercial Mortgage
               
Trust 2007-C34, Commercial
               
Mtg. Pass-Through Certificates,
               
Series 2007-C34, Cl. A3, 5.678%, 7/1/17
  $ 260,000     $ 271,730  
WaMu Mortgage Pass-Through
               
Certificates 2005-AR14 Trust,
               
Mtg. Pass-Through Certificates,
               
Series 2005-AR14, Cl. 1A4,
               
2.671%, 12/1/353
    174,279       150,187  
Wells Fargo Commercial Mortgage
               
Trust 2010-C1, Commercial
               
Mtg. Pass-Through Certificates,
               
Series 2010-C1, Cl. A1, 3.349%, 10/1/572
    188,970       189,566  
Wells Fargo Mortgage-Backed
               
Securities 2007-AR8 Trust,
               
Mtg. Pass-Through Certificates,
               
Series 2007-AR8, Cl. A1, 6.134%, 11/1/373
    259,269       210,482  
 
             
 
            8,576,505  
 
               
Multifamily—0.5%
               
Citigroup Mortgage Loan Trust, Inc.
               
2006-AR3, Mtg. Pass-Through
               
Certificates, Series 2006-AR3,
               
Cl. 1A2A, 5.77%, 6/1/363
    244,352       227,871  
GE Capital Commercial
               
Mortgage Corp., Commercial
               
Mtg. Pass-Through Certificates,
               
Series 2001-3, Cl. A2, 6.07%, 6/1/38
    330,000       338,915  
Wells Fargo Mortgage-Backed
               
Securities 2006-AR6 Trust,
               
Mtg. Pass-Through Certificates,
               
Series 2006-AR6,
               
Cl. 3A1, 3.203%, 3/25/363
    604,695       538,743  
 
             
 
            1,105,529  
 
               
Other—0.1%
               
Greenwich Capital Commercial
               
Funding Corp./Commercial
               
Mortgage Trust 2007-GG9,
               
Commercial Mtg. Pass-Through
               
Certificates, Series 2007-GG9,
               
Cl. A4, 5.444%, 3/1/39
    320,000       337,624  
Residential—1.1%
               
Banc of America Mortgage
               
Securities, Inc., Mtg. Pass-Through
               
Certificates, Series 2004-E,
               
Cl. 2A6, 2.87%, 6/1/343
    155,264       147,746  
CHL Mortgage Pass-Through
               
Trust 2006-6, Mtg. Pass-Through
               
Certificates, Series 2006-6,
               
Cl. A3, 6%, 4/1/36
    270,397       247,470  
Citigroup Commercial Mortgage
               
Trust 2008-C7, Commercial
               
Mtg. Pass-Through Certificates,
               
Series 2008-C7, Cl. A4, 6.293%, 12/1/493
    300,000       322,989  
12 | OPPENHEIMER BALANCED FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Residential Continued
               
Countrywide Alternative Loan
               
Trust 2005-29CB, Mtg. Pass-Through
               
Certificates, Series 2005-29CB,
               
Cl. A4, 5%, 7/1/35
  $ 790,362     $ 632,155  
GSR Mortgage Loan Trust 2006-5F,
               
Mtg. Pass-Through Certificates,
               
Series 2006-5F, Cl. 2A1, 6%, 6/1/36
    273,058       263,102  
JPMorgan Alternative Loan
               
Trust 2006-S4, Mtg. Pass-Through
               
Certificates, Series 2006-S4,
               
Cl. A6, 5.71%, 12/1/36
    126,415       113,990  
RALI Series 2003-QS1 Trust,
               
Mtg. Asset-Backed Pass-Through
               
Certificates, Series 2003-QS1,
               
Cl. A2, 5.75%, 1/25/33
    157,665       158,846  
RALI Series 2006-QS13 Trust,
               
Mtg. Asset-Backed Pass-Through
               
Certificates, Series 2006-QS13,
               
Cl. 1A8, 6%, 9/25/36
    28,707       18,211  
WaMu Mortgage Pass-Through
               
Certificates 2007-HY7 Trust,
               
Mtg. Pass-Through Certificates,
               
Series 2007-HY7, Cl. 2A1, 5.629%, 7/1/373
    316,555       222,951  
WaMu Mortgage Pass-Through
               
Certificates Series 2007-HY5
               
Trust, Mtg. Pass-Through
               
Certificates, Series 2007-HY5,
               
Cl. 3A1, 5.743%, 5/1/373
    245,189       224,262  
Wells Fargo Alternative Loan
               
2007-PA5 Trust, Mtg.
               
Asset-Backed Pass-Through
               
Certificates, Series 2007-PA5,
               
Cl. 1A1, 6.25%, 11/1/37
    202,463       177,066  
Wells Fargo Mortgage-Backed
               
Securities 2004-R Trust, Mtg.
               
Pass-Through Certificates,
               
Series 2004-R, Cl. 2A1, 2.872%, 9/1/343
    101,025       98,078  
 
             
 
            2,626,866  
 
             
Total Mortgage-Backed Obligations
(Cost $66,341,678)
            67,674,965  
 
               
U.S. Government Obligations—0.5%
               
Federal Home Loan Mortgage Corp. Nts.:
               
1.75%, 9/10/15
    310,000       305,048  
5%, 2/16/17
    115,000       129,652  
5.25%, 4/18/16
    195,000       223,318  
Federal National Mortgage Assn. Nts.:
               
1.625%, 10/26/15
    295,000       287,861  
4.875%, 12/15/16
    90,000       101,027  
5%, 3/15/16
    120,000       135,725  
 
             
Total U.S. Government Obligations
(Cost $1,180,417)
            1,182,631  
                 
    Principal        
    Amount     Value  
 
Non-Convertible Corporate Bonds and Notes—13.4%
               
Consumer Discretionary—1.7%
               
Auto Components—0.1%
               
BorgWarner, Inc., 4.625%
               
Sr. Unsec. Unsub. Nts., 9/15/20
  $ 209,000     $ 206,737  
Diversified Consumer Services—0.1%
               
Service Corp. International, 6.75%
               
Sr. Unsec. Nts., 4/1/15
    230,000       236,900  
Hotels, Restaurants & Leisure—0.3%
               
Hyatt Hotels Corp., 5.75%
               
Sr. Unsec. Unsub. Nts., 8/15/152
    340,000       355,981  
Marriott International, Inc., 6.20%
               
Sr. Unsec. Unsub. Nts., 6/15/16
    255,000       279,127  
 
             
 
            635,108  
 
               
Household Durables—0.2%
               
Fortune Brands, Inc., 6.375%
               
Sr. Unsec. Unsub. Nts., 6/15/14
    173,000       187,637  
Jarden Corp., 6.125%
               
Sr. Unsec. Nts., 11/15/22
    240,000       230,100  
Whirlpool Corp., 8%
               
Sr. Unsec. Nts., 5/1/12
    180,000       194,033  
 
             
 
            611,770  
 
               
Leisure Equipment & Products—0.2%
               
Mattel, Inc.:
               
5.625% Sr. Unsec. Nts., 3/15/13
    215,000       231,267  
6.125% Sr. Unsec. Nts., 6/15/11
    230,000       234,895  
 
             
 
            466,162  
 
               
Media—0.7%
               
Comcast Cable Communications
               
Holdings, Inc., 9.455%
               
Sr. Unsec. Nts., 11/15/22
    138,000       191,311  
DirecTV Holdings LLC/DirecTV
               
Financing Co., Inc., 7.625%
               
Sr. Unsec. Unsub. Nts., 5/15/16
    405,000       449,542  
Interpublic Group of Co., Inc.
               
(The), 10% Sr. Unsec. Nts., 7/15/17
    196,000       230,300  
Lamar Media Corp., 9.75%
               
Sr. Unsec. Nts., 4/1/14
    218,000       251,790  
Time Warner Entertainment
               
Co. LP, 8.375% Sr. Nts., 7/15/33
    122,000       154,400  
Viacom, Inc., 7.875%
               
Sr. Unsec. Debs., 7/30/30
    130,000       153,900  
Virgin Media Secured Finance plc,
               
6.50% Sr. Sec. Nts., 1/15/18
    230,000       243,225  
 
             
 
            1,674,468  
 
               
Specialty Retail—0.1%
               
Staples, Inc., 7.75%
               
Sr. Unsec. Unsub. Nts., 4/1/11
    350,000       355,655  
13 | OPPENHEIMER BALANCED FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Consumer Staples—0.7%
               
Beverages—0.2%
               
Anheuser-Busch InBev Worldwide, Inc.,
               
7.75% Sr. Unsec. Unsub. Nts., 1/15/192
  $ 340,000     $ 423,737  
Constellation Brands, Inc., 8.375%
               
Sr. Nts., 12/15/14
    220,000       241,450  
 
             
 
            665,187  
 
               
Food & Staples Retailing—0.1%
               
Delhaize Group, 5.70% Sr. Unsec. Nts., 10/1/402
    148,000       141,370  
Food Products—0.2%
               
Bunge Ltd. Finance Corp.:
               
5.35% Sr. Unsec. Unsub. Nts., 4/15/14
    29,000       30,505  
8.50% Sr. Unsec. Nts., 6/15/19
    155,000       182,024  
TreeHouse Foods, Inc., 7.75%
               
Sr. Unsec. Nts., 3/1/18
    240,000       260,700  
 
             
 
            473,229  
 
               
Tobacco—0.2%
               
Altria Group, Inc., 10.20%
               
Sr. Unsec. Nts., 2/6/39
    255,000       369,635  
Lorillard Tobacco Co., 8.125%
               
Sr. Unsec. Nts., 5/1/40
    142,000       146,014  
 
             
 
            515,649  
 
               
Energy—1.4%
               
Energy Equipment & Services—0.2%
               
Rowan Cos., Inc., 5%
               
Sr. Unsec. Nts., 9/1/17
    205,000       207,075  
Weatherford International Ltd., 6.50%
               
Sr. Unsec. Bonds, 8/1/36
    150,000       153,681  
 
             
 
            360,756  
 
               
Oil, Gas & Consumable Fuels—1.2%
               
Cloud Peak Energy Resources LLC,
               
8.25% Sr. Unsec. Unsub. Nts., 12/15/17
    215,000       231,931  
Energy Transfer Partners LP:
               
5.65% Sr. Unsec. Unsub. Nts., 8/1/12
    91,000       96,451  
7.50% Sr. Unsec. Unsub. Bonds, 7/1/38
    160,000       186,691  
Enterprise Products Operating LLP,
               
7.50% Sr. Unsec. Unsub. Nts., 2/1/11
    195,000       195,865  
Kaneb Pipe Line Operating Partnership
               
LP, 5.875% Sr. Unsec. Nts., 6/1/13
    440,000       476,552  
Kinder Morgan Energy Partners LP,
               
6.50% Sr. Unsec. Unsub. Nts., 9/1/39
    185,000       191,742  
Nexen, Inc., 6.40% Sr. Unsec. Unsub.
               
Bonds, 5/15/37
    121,000       117,601  
ONEOK Partners LP, 7.10%
               
Sr. Unsec. Nts., 3/15/11
    100,000       101,206  
Range Resources Corp., 8%
               
Sr. Unsec. Sub. Nts., 5/15/19
    150,000       164,063  
                 
    Principal        
    Amount     Value  
 
Oil, Gas & Consumable Fuels Continued
               
Ras Laffan Liquefied Natural Gas Co.
               
Ltd. III, 5.50% Sr. Sec. Nts., 9/30/142
  $ 140,000     $ 151,481  
Rockies Express Pipeline LLC:
               
3.90% Sr. Unsec. Unsub. Nts., 4/15/152
    255,000       252,464  
5.625% Sr. Unsec. Unsub. Nts., 4/15/202
    163,000       157,840  
Southwestern Energy Co., 7.50%
               
Sr. Nts., 2/1/18
    225,000       254,813  
Woodside Finance Ltd., 4.50% Nts., 11/10/142
    335,000       352,421  
 
             
 
            2,931,121  
 
               
Financials—5.2%
               
Capital Markets—0.9%
               
Blackstone Holdings Finance Co. LLC,
               
6.625% Sr. Unsec. Nts., 8/15/192
    340,000       350,069  
Goldman Sachs Capital, Inc. (The),
               
6.345% Sub. Bonds, 2/15/34
    255,000       243,693  
Macquarie Group Ltd., 4.875%
               
Sr. Unsec. Nts., 8/10/172
    378,000       370,616  
Morgan Stanley:
               
5.50% Sr. Unsec. Unsub. Nts., 7/24/202
    90,000       91,092  
5.55% Sr. Unsec. Unsub. Nts.,
               
Series F, 4/27/17
    570,000       594,614  
TD Ameritrade Holding Corp., 2.95%
               
Sr. Unsec. Unsub. Nts., 12/1/12
    225,000       230,321  
UBS AG Stamford, CT, 2.25%
               
Sr. Unsec. Nts., 8/12/13
    234,000       236,145  
 
             
 
            2,116,550  
 
               
Commercial Banks—1.3%
               
ANZ National International Ltd.,
               
2.375% Sr. Unsec. Nts., 12/21/122
    230,000       233,660  
Barclays Bank plc, 6.278%
               
Perpetual Bonds10
    510,000       433,500  
BNP Paribas SA, 5.186% Sub.
               
Perpetual Nts.2,10
    245,000       224,788  
Fifth Third Cap Trust IV, 6.50%
               
Jr. Unsec. Sub. Nts., 4/15/37
    322,000       308,315  
HSBC Finance Capital Trust IX,
               
5.911% Nts., 11/30/353
    600,000       558,000  
Huntington BancShares, Inc.,
               
7% Sub. Nts., 12/15/20
    381,000       401,873  
Lloyds TSB Bank plc, 6.50% Unsec.
               
Sub. Nts., 9/14/202
    230,000       211,976  
Sanwa Bank Ltd. (The),
               
7.40% Sub. Nts., 6/15/11
    219,000       223,176  
Wells Fargo & Co., 7.98%
               
Jr. Sub. Perpetual Bonds, Series K10
    476,000       504,560  
 
             
 
            3,099,848  
14 | OPPENHEIMER BALANCED FUND/VA

 


 

                 
    Principal    
    Amount   Value
 
Consumer Finance—0.2%
               
American Express Bank FSB, 5.55%
               
Sr. Unsec. Nts., 10/17/12
  $ 205,000     $ 219,365  
Capital One Capital IV, 6.745%
               
Sub. Bonds, 2/17/373
    370,000       369,075  
 
               
 
            588,440  
 
               
Diversified Financial Services—0.9%
               
Bank of America Corp., 5.875%
               
Sr. Unsec. Unsub. Nts., 1/5/21
    95,000       98,473  
Citigroup, Inc.:
               
5.375% Sr. Unsec. Nts., 8/9/20
    457,000       475,715  
6.01% Sr. Unsec. Nts., 1/15/15
    232,000       254,739  
ING Groep NV, 5.775% Jr. Unsec.
               
Sub. Perpetual Bonds10
    255,000       220,575  
JPMorgan Chase & Co., 7.90%
               
Perpetual Bonds, Series 110
    660,000       703,937  
Merrill Lynch & Co., Inc., 7.75%
               
Jr. Sub. Bonds, 5/14/38
    340,000       353,883  
 
               
 
            2,107,322  
 
               
Insurance—1.5%
               
American International Group, Inc.:
               
5.85% Sr. Unsec. Nts., Series G, 1/16/18
    218,000       225,434  
6.40% Sr. Unsec. Unsub. Nts., 12/15/20
    230,000       241,762  
CNS Financial Corp., 5.875%
               
Sr. Unsec. Unsub. Bonds, 8/15/20
    235,000       234,408  
Genworth Financial, Inc., 8.625%
               
Sr. Unsec. Unsub. Nts., 12/15/16
    207,000       233,068  
Gulf South Pipeline Co. LP, 5.75%
               
Sr. Unsec. Nts., 8/15/122
    212,000       224,952  
Hartford Financial Services Group, Inc.
               
(The), 5.25% Sr. Unsec. Nts., 10/15/11
    242,000       249,184  
Irish Life & Permanent Group
               
Holdings plc, 3.60% Sr. Unsec. Unsub.
               
Nts., 1/14/132
    320,000       287,181  
Lincoln National Corp., 6.05%
               
Jr. Unsec. Sub. Bonds, 4/20/67
    455,000       424,288  
Manulife Financial Corp., 4.90%
               
Sr. Unsec. Unsub. Nts., 9/17/20
    135,000       128,720  
PartnerRe Finance B LLC, 5.50%
               
Sr. Unsec. Nts., 6/1/20
    217,000       218,922  
Prudential Financial, Inc., 3.625%
               
Sr. Unsec. Unsub. Nts., 9/17/12
    227,000       235,681  
RenRe North America Holdings, Inc.,
               
5.75% Sr. Unsec. Nts., 3/15/20
    238,000       239,361  
Swiss Re Capital I LP, 6.854%
               
Perpetual Bonds2,10
    442,000       424,441  
ZFS Finance USA Trust IV, 5.875%
               
Sub. Bonds, 5/9/322
    270,000       264,500  
 
               
 
            3,631,902  
                 
    Principal        
    Amount     Value  
 
Real Estate Investment Trusts—0.4%
               
AvalonBay Communities, Inc., 6.625%
               
Sr. Unsec. Unsub. Nts., 9/15/11
  $ 100,000     $ 103,799  
Brandywine Operating Partnership LP,
               
5.75% Sr. Unsec. Unsub. Nts., 4/1/12
    123,000       127,404  
Liberty Property LP, 7.25%
               
Sr. Unsec. Unsub. Nts., 3/15/11
    240,000       242,759  
Mack-Cali Realty LP, 5.25%
               
Sr. Unsec. Unsub. Nts., 1/15/12
    93,000       95,443  
Simon Property Group LP, 5%
               
Sr. Unsec. Unsub. Nts., 3/1/12
    225,000       231,262  
WCI Finance LLC/WEA Finance LLC,
               
5.40% Sr. Unsec. Unsub. Nts., 10/1/122
    105,000       111,359  
 
             
 
            912,026  
 
               
Health Care—0.6%
               
Biotechnology—0.2%
               
Celgene Corp., 5.70% Sr. Unsec.
               
Nts., 10/15/40
    235,000       228,576  
Genzyme Corp., 5% Sr. Unsec.
               
Nts., 6/15/20
    225,000       236,665  
 
             
 
            465,241  
 
               
Health Care Providers & Services—0.3%
               
Laboratory Corp. of America Holdings,
               
4.625% Nts., 11/15/20
    173,000       171,776  
Quest Diagnostic, Inc., 5.75%
               
Sr. Unsec. Nts., 1/30/40
    252,000       240,873  
WellPoint, Inc., 5% Sr. Unsec. Unsub.
               
Nts., 1/15/11
    220,000       220,234  
 
             
 
            632,883  
 
               
Pharmaceuticals—0.1%
               
Hospira, Inc., 5.60% Sr. Unsec. Unsub.
               
Nts., 9/15/40
    75,000       73,978  
Mylan, Inc., 6% Sr. Nts., 11/15/182
    245,000       241,325  
 
             
 
            315,303  
 
               
Industrials—0.9%
               
Aerospace & Defense—0.2%
               
Alliant Techsystems, Inc., 6.75%
               
Sr. Sub. Nts., 4/1/16
    230,000       239,488  
BE Aerospace, Inc., 8.50%
               
Sr. Unsec. Nts., 7/1/18
    205,000       224,988  
 
             
 
            464,476  
 
               
Commercial Services & Supplies—0.3%
               
Browning-Ferris Industries, Inc.,
               
7.40% Sr. Unsec. Debs., 9/15/35
    78,000       92,576  
Corrections Corp. of America,
               
7.75% Sr. Nts., 6/1/17
    235,000       250,569  
15 | OPPENHEIMER BALANCED FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Commercial Services & Supplies
               
Continued
               
R.R. Donnelley & Sons Co., 5.625%
               
Sr. Unsec. Nts., 1/15/12
  $ 230,000     $ 235,589  
Republic Services, Inc., 6.75%
               
Sr. Unsec. Unsub. Nts., 8/15/11
    195,000       201,331  
 
             
 
            780,065  
 
               
Industrial Conglomerates—0.2%
               
General Electric Capital Corp., 4.25%
               
Sr. Unsec. Nts., Series A, 6/15/12
    215,000       223,671  
Tyco International Ltd./Tyco
               
International Finance SA, 6.875%
               
Sr. Unsec. Unsub. Nts., 1/15/21
    192,000       231,439  
 
             
 
            455,110  
 
               
Machinery—0.1%
               
SPX Corp., 7.625% Sr. Unsec.
               
Nts., 12/15/14
    265,000       289,513  
Professional Services—0.1%
               
FTI Consulting, Inc.,
               
6.75% Sr. Nts., 10/1/202
    240,000       239,400  
Information Technology—0.6%
               
Communications Equipment—0.3%
               
Harris Corp., 6.15%
               
Sr. Unsec. Nts., 12/15/40
    425,000       436,473  
Motorola, Inc., 8%
               
Sr. Unsec. Nts., 11/1/11
    220,000       231,741  
 
             
 
            668,214  
 
               
Electronic Equipment & Instruments—0.1%
               
Arrow Electronics, Inc., 3.375%
               
Sr. Unsec. Unsub. Nts., 11/1/15
    430,000       417,300  
 
             
IT Services—0.1%
               
SAIC, Inc., 5.95% Sr. Unsec. Unsub.
               
Nts., 12/1/402
    142,000       144,495  
 
             
Software—0.1%
               
Symantec Corp., 4.20%
               
Sr. Unsec. Unsub. Nts., 9/15/20
    303,000       278,512  
 
             
Materials—1.1%
               
Chemicals—0.5%
               
Agrium, Inc., 6.125% Sr. Unsec.
               
Nts., 1/15/41
    359,000       381,562  
Airgas, Inc., 3.25% Sr. Nts., 10/1/15
    198,000       195,807  
Ashland, Inc., 9.125% Sr. Unsec.
               
Nts., 6/1/17
    210,000       243,075  
CF Industries, Inc., 6.875%
               
Sr. Unsec. Unsub. Nts., 5/1/18
    230,000       246,675  
Potash Corp., 5.625%
               
Sr. Unsec. Unsub. Nts., 12/1/40
    140,000       141,803  
 
             
 
            1,208,922  
                 
    Principal        
    Amount     Value  
 
Containers & Packaging—0.3%
               
Ball Corp., 7.125% Sr. Unsec.
               
Nts., 9/1/16
  $ 250,000     $ 270,625  
Sealed Air Corp., 7.875%
               
Sr. Nts., 6/15/17
    277,000       305,004  
Sonoco Products Co., 5.75%
               
Sr. Unsec. Unsub. Nts., 11/1/40
    118,000       114,154  
 
             
 
            689,783  
 
               
Metals & Mining—0.3%
               
Freeport-McMoRan Copper & Gold,
               
Inc., 8.375% Sr. Nts., 4/1/17
    330,000       365,510  
Vale Inco Ltd., 5.70% Sr. Unsec. Unsub.
               
Nts., 10/15/15
    14,000       15,097  
Xstrata Canada Corp.:
               
5.375% Sr. Unsec. Unsub. Nts., 6/1/15
    75,000       79,573  
6% Sr. Unsec. Unsub. Nts., 10/15/15
    132,000       144,534  
Xstrata Finance Canada Ltd., 5.80%
               
Sr. Unsec. Unsub. Bonds, 11/15/162
    35,000       38,441  
 
             
 
            643,155  
 
               
Telecommunication Services—0.7%
               
Diversified Telecommunication Services—0.6%
               
AT&T, Inc., 6.30% Sr. Unsec. Bonds,
               
1/15/38
    213,000       225,451  
British Telecommunications plc,
               
9.875% Bonds, 12/15/30
    142,000       189,740  
Embarq Corp., 6.738%
               
Sr. Unsec. Nts., 6/1/13
    225,000       244,535  
Frontier Communications Corp.,
               
8.25% Sr. Unsec. Nts., 4/15/17
    230,000       253,575  
Qwest Corp., 7.625% Sr. Unsec.
               
Unsub. Nts., 6/15/15
    210,000       237,825  
Telus Corp., 8% Nts., 6/1/11
    101,000       103,765  
Verizon Communications, Inc., 6.40%
               
Sr. Unsec. Nts., 2/15/38
    140,000       155,389  
 
             
 
            1,410,280  
 
               
Wireless Telecommunication Services—0.1%
               
American Tower Corp., 7%
               
Sr. Unsec. Nts., 10/15/17
    162,000       182,908  
Utilities—0.5%
               
Electric Utilities—0.4%
               
Allegheny Energy Supply Co. LLC,
               
8.25% Bonds, 4/15/122
    202,000       216,789  
FirstEnergy Solutions Corp., 6.80%
               
Sr. Unsec. Nts., 8/15/39
    138,000       134,163  
Great Plains Energy, Inc., 2.75%
               
Sr. Unsec. Unsub. Nts., 8/15/13
    155,000       156,677  
Northeast Utilities, 7.25% Sr. Unsec.
               
Nts., 4/1/12
    230,000       246,038  
16 | OPPENHEIMER BALANCED FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Electric Utilities Continued
               
Texas-New Mexico Power Co., 9.50%
               
Sec. Nts., 4/1/192
  $ 235,000     $ 299,659  
 
             
 
            1,053,326  
 
               
Gas Utilities—0.1%
               
AmeriGas Partners LP, 7.25%
               
Sr. Unsec. Nts., 5/20/15
    224,000       231,274  
 
             
Total Non-Convertible Corporate Bonds and Notes (Cost $31,183,263)
            32,300,360  
                 
    Shares     Value  
 
Investment Companies—19.0%
               
JPMorgan U.S. Treasury Plus Money
               
Market Fund, Agency Shares, 0.00%11,12
    15,063     $ 15,063  
Oppenheimer Institutional Money
               
Market Fund, Cl. E, 0.21%11,13
    45,755,638       45,755,638  
 
             
Total Investment Companies
(Cost $45,770,701)
            45,770,701  
 
               
Total Investments, at Value
(Cost $257,445,927)
    114.3 %     274,526,654  
Liabilities in Excess of Other Assets
    (14.3 )     (34,324,857 )
     
Net Assets
    100.0 %   $ 240,201,797  
     
Footnotes to Statement of Investments
 
1.   Non-income producing security.
 
2.   Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $9,490,443 or 3.95% of the Fund’s net assets as of December 31, 2010.
 
3.   Represents the current interest rate for a variable or increasing rate security.
 
4.   Restricted security. The aggregate value of restricted securities as of December 31, 2010 was $589,557, which represents 0.25% of the Fund’s net assets. See Note 6 of the accompanying Notes. Information concerning restricted securities is as follows:
                                 
                            Unrealized  
    Acquisition                     Appreciation  
Security   Date     Cost     Value     (Depreciation)  
 
Deutsche Mortgage & Asset Receiving, Commercial Mtg.
Pass-Through Certificates, Interest-Only Stripped Mtg.-
Backed Security, Series 2010-C1, Cl. XPA, 4.82%, 9/1/20
    10/27/10     $ 207,598     $ 203,129     $ (4,469 )
Ford Credit Auto Lease Trust, Automobile Receivable Nts.,
Series 2010-B, Cl. A2, 0.75%, 10/15/12
    10/21/10       244,995       245,000       5  
JPMorgan Chase Commercial Mortgage Securities Corp.,
Commercial Mtg. Pass-Through Certificates,
Series 2007-LDPX, Cl. A2S2, 5.187%,1/1/49
    7/14/10       138,250       141,428       3,178  
             
 
          $ 590,843     $ 589,557     $ (1,286 )
             
 
5.   Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $2,812,945 or 1.17% of the Fund’s net assets as of December 31, 2010.
 
6.   Principal-Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans. The value of these securities generally increases as interest rates decline and prepayment rates rise. The price of these securities is typically more volatile than that of coupon-bearing bonds of the same maturity. Interest rates disclosed represent current yields based upon the current cost basis and estimated timing of future cash flows. These securities amount to $172,495 or 0.07% of the Fund’s net assets as of December 31, 2010.
 
7.   When-issued security or delayed delivery to be delivered and settled after December 31, 2010. See Note 1 of the accompanying Notes.
 
8.   All or a portion of the security position is held in collateralized accounts to cover initial margin requirements on open futures contracts and written options on futures, if applicable. The aggregate market value of such securities is $271,005. See Note 5 of the accompanying Notes.
 
9.   The current amortization rate of the security’s cost basis exceeds the future interest payments currently estimated to be received. Both the amortization rate and interest payments are contingent on future mortgage pre-payment speeds and are therefore subject to change.
 
10.   This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest. Rate reported represents the current interest rate for this variable rate security.
 
11.   Rate shown is the 7-day yield as of December 31, 2010.
17 | OPPENHEIMER BALANCED FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
 
12.   Interest rate is less than 0.0005%.
 
13.   Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:
                                 
    Shares     Gross     Gross     Shares  
    December 31, 2009     Additions     Reductions     December 31, 2010  
 
OFI Liquid Assets Fund, LLC
          474,837       474,837        
Oppenheimer Institutional Money Market Fund, Cl. E
    30,151,515       103,813,278       88,209,155       45,755,638  
                 
    Value     Income  
 
OFI Liquid Assets Fund, LLC
  $     $ 8 a
Oppenheimer Institutional Money Market Fund, Cl. E
    45,755,638       55,153  
     
 
  $ 45,755,638     $ 55,161  
     
 
a.   Net of compensation to the securities lending agent and rebates paid to the borrowing counterparties.
Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
  1)   Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
 
  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 table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
                                 
                    Level 3 —        
    Level 1 —     Level 2 —     Significant        
    Unadjusted     Other Significant     Unobservable        
    Quoted Prices     Observable Inputs     Inputs     Value  
 
Assets Table
                               
Investments, at Value:
                               
Common Stocks
                               
Consumer Discretionary
  $ 4,620,793     $     $     $ 4,620,793  
Consumer Staples
    12,874,282                   12,874,282  
Energy
    11,723,242                   11,723,242  
Financials
    14,176,058                   14,176,058  
Health Care
    23,535,030                   23,535,030  
Industrials
    2,935,541                   2,935,541  
Information Technology
    42,735,214                   42,735,214  
Materials
    4,407,776                   4,407,776  
Telecommunication Services
    58                   58  
Utilities
    1,563,300                   1,563,300  
Asset-Backed Securities
          9,026,703             9,026,703  
Mortgage-Backed Obligations
          67,674,965             67,674,965  
U.S. Government Obligations
          1,182,631             1,182,631  
Non-Convertible Corporate Bonds and Notes
          32,300,360             32,300,360  
Investment Companies
    45,770,701                   45,770,701  
     
Total Investments, at Value
    164,341,995       110,184,659             274,526,654  
Other Financial Instruments:
                               
Futures margins
    52,512                   52,512  
     
Total Assets
  $ 164,394,507     $ 110,184,659     $     $ 274,579,166  
     
18 | OPPENHEIMER BALANCED FUND/VA

 


 

                                 
                    Level 3 —        
    Level 1 —     Level 2 —     Significant        
    Unadjusted     Other Significant     Unobservable        
    Quoted Prices     Observable Inputs     Inputs     Value  
 
Liabilities Table
                               
Other Financial Instruments:
                               
Futures margins
  $ (14,250 )   $     $     $ (14,250 )
     
Total Liabilities
  $ (14,250 )   $     $     $ (14,250 )
     
Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
Futures Contracts as of December 31, 2010 are as follows:
                                         
                                    Unrealized  
            Number of     Expiration             Appreciation  
Contract Description   Buy/Sell     Contracts     Date     Value     (Depreciation)  
 
U.S. Treasury Long Bonds, 20 yr.
  Buy     45       3/22/11     $ 5,495,625     $ (22,972 )
U.S. Treasury Nts., 2 yr.
  Sell     37       3/31/11       8,099,531       1,196  
U.S. Treasury Nts., 5 yr.
  Sell     5       3/31/11       588,594       11,112  
U.S. Treasury Nts., 10 yr.
  Sell     5       3/22/11       602,188       319  
U.S. Ultra Bonds
  Buy     2       3/22/11       254,188       2,673  
 
                                     
 
                                  $ (7,672 )
 
                                     
See accompanying Notes to Financial Statements.
19 | OPPENHEIMER BALANCED FUND/VA

 


 

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010.
         
Assets
       
Investments, at value—see accompanying statement of investments:
       
Unaffiliated companies (cost $211,690,289)
  $ 228,771,016  
Affiliated companies (cost $45,755,638)
    45,755,638  
 
     
 
    274,526,654  
Receivables and other assets:
       
Investments sold (including $3,511,651 sold on a when-issued or delayed delivery basis)
    3,649,301  
Interest, dividends and principal paydowns
    815,182  
Futures margins
    52,512  
Other
    14,675  
 
     
Total assets
    279,058,324  
 
       
Liabilities
       
Payables and other liabilities:
       
Investments purchased (including $38,535,628 purchased on a when-issued or delayed delivery basis)
    38,562,101  
Shares of beneficial interest redeemed
    108,495  
Distribution and service plan fees
    53,658  
Shareholder communications
    44,975  
Transfer and shareholder servicing agent fees
    20,265  
Futures margins
    14,250  
Trustees’ compensation
    12,883  
Other
    39,900  
 
     
Total liabilities
    38,856,527  
 
       
Net Assets
  $ 240,201,797  
 
     
 
       
Composition of Net Assets
       
Par value of shares of beneficial interest
  $ 21,026  
Additional paid-in capital
    292,273,661  
Accumulated net investment income
    5,128,069  
Accumulated net realized loss on investments and foreign currency transactions
    (74,298,660 )
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies
    17,077,701  
 
     
Net Assets
  $ 240,201,797  
 
     
 
       
Net Asset Value Per Share
       
Non-Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $150,621,790 and 13,130,034 shares of beneficial interest outstanding)
  $ 11.47  
Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $89,580,007 and 7,895,970 shares of beneficial interest outstanding)
  $ 11.35  
See accompanying Notes to Financial Statements.
20 | OPPENHEIMER BALANCED FUND/VA

 


 

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010
         
Investment Income
       
Interest (net of foreign withholding taxes of $1,117)
  $ 4,519,752  
Dividends:
       
Unaffiliated companies (net of foreign withholding taxes of $26,938)
    2,054,137  
Affiliated companies
    55,153  
Income from investment of securities lending cash collateral—net, affiliated companies
    8  
 
     
Total investment income
    6,629,050  
 
       
Expenses
       
Management fees
    1,780,237  
Distribution and service plan fees—Service shares
    218,194  
Transfer and shareholder servicing agent fees:
       
Non-Service shares
    151,632  
Service shares
    87,288  
Shareholder communications:
       
Non-Service shares
    35,610  
Service shares
    20,549  
Custodian fees and expenses
    15,263  
Trustees’ compensation
    12,419  
Administration service fees
    1,500  
Other
    61,602  
 
     
Total expenses
    2,384,294  
Less waivers and reimbursements of expenses
    (614,948 )
 
     
Net expenses
    1,769,346  
 
       
Net Investment Income
    4,859,704  
 
       
Realized and Unrealized Gain (Loss)
       
Net realized gain (loss) on:
       
Investments from unaffiliated companies
    15,190,576  
Closing and expiration of futures contracts
    976,981  
Foreign currency transactions
    (95,048 )
Short positions
    (31,177 )
Swap contracts
    4,460  
Increase from payment by affiliate
    873  
 
     
Net realized gain
    16,046,665  
Net change in unrealized appreciation/depreciation on:
       
Investments
    6,229,756  
Translation of assets and liabilities denominated in foreign currencies
    1,036,724  
Futures contracts
    321,322  
Swap contracts
    35,332  
 
     
Net change in unrealized appreciation/depreciation
    7,623,134  
 
       
Net Increase in Net Assets Resulting from Operations
  $ 28,529,503  
 
     
See accompanying Notes to Financial Statements.
21 | OPPENHEIMER BALANCED FUND/VA

 


 

STATEMENTS OF CHANGES IN NET ASSETS
                 
Year Ended December 31,   2010     2009  
 
Operations
               
Net investment income
  $ 4,859,704     $ 6,170,062  
Net realized gain (loss)
    16,046,665       (30,890,935 )
Net change in unrealized appreciation/depreciation
    7,623,134       70,642,719  
     
Net increase in net assets resulting from operations
    28,529,503       45,921,846  
 
               
Dividends and/or Distributions to Shareholders
               
Dividends from net investment income:
               
Non-Service shares
    (2,184,050 )      
Service shares
    (1,027,757 )      
     
 
    (3,211,807 )      
 
               
Beneficial Interest Transactions
               
Net increase (decrease) in net assets resulting from beneficial interest transactions:
               
Non-Service shares
    (25,243,141 )     (40,306,895 )
Service shares
    (8,416,068 )     4,509,086  
     
 
    (33,659,209 )     (35,797,809 )
 
               
Net Assets
               
Total increase (decrease)
    (8,341,513 )     10,124,037  
Beginning of period
    248,543,310       238,419,273  
     
End of period (including accumulated net investment income of $5,128,069 and $3,221,774, respectively)
  $ 240,201,797     $ 248,543,310  
     
See accompanying Notes to Financial Statements.
22 | OPPENHEIMER BALANCED FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Non-Service Shares    Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 10.30     $ 8.45     $ 16.41     $ 17.69     $ 17.07  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .23       .25       .41       .43       .40  
Net realized and unrealized gain (loss)
    1.09       1.60       (7.03 )     .19       1.38  
     
Total from investment operations
    1.32       1.85       (6.62 )     .62       1.78  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.15 )           (.39 )     (.46 )     (.36 )
Distributions from net realized gain
                (.95 )     (1.44 )     (.80 )
     
Total dividends and/or distributions to shareholders
    (.15 )           (1.34 )     (1.90 )     (1.16 )
 
Net asset value, end of period
  $ 11.47     $ 10.30     $ 8.45     $ 16.41     $ 17.69  
     
 
                                       
Total Return, at Net Asset Value2
    12.91 %     21.89 %     (43.47 )%     3.79 %     11.15 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 150,622     $ 159,797     $ 169,621     $ 385,948     $ 435,639  
 
Average net assets (in thousands)
  $ 151,620     $ 159,013     $ 295,669     $ 418,103     $ 456,513  
 
Ratios to average net assets:3
                                       
Net investment income
    2.13 %     2.71 %     3.14 %     2.55 %     2.42 %
Total expenses4
    0.91 %     0.89 %     0.76 %     0.75 %     0.75 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.65 %     0.60 %     0.67 %     0.73 %     0.75 %
 
Portfolio turnover rate5
    54 %     87 %     67 %     68 %     76 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    0.92 %
Year Ended December 31, 2009
    0.91 %
Year Ended December 31, 2008
    0.76 %
Year Ended December 31, 2007
    0.75 %
Year Ended December 31, 2006
    0.75 %
 
5.   The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:
                 
    Purchase Transactions     Sale Transactions  
 
Year Ended December 31, 2010
  $ 412,930,431     $ 414,511,903  
Year Ended December 31, 2009
  $ 504,698,365     $ 520,212,670  
Year Ended December 31, 2008
  $ 474,582,075     $ 434,587,487  
Year Ended December 31, 2007
  $ 296,201,319     $ 315,527,720  
Year Ended December 31, 2006
  $ 612,825,833     $ 666,549,894  
See accompanying Notes to Financial Statements.
23 | OPPENHEIMER BALANCED FUND/VA

 


 

FINANCIAL HIGHLIGHTS Continued
                                         
Service Shares    Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 10.19     $ 8.38     $ 16.28     $ 17.57     $ 16.97  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .20       .22       .37       .38       .36  
Net realized and unrealized gain (loss)
    1.08       1.59       (6.97 )     .19       1.37  
     
Total from investment operations
    1.28       1.81       (6.60 )     .57       1.73  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.12 )           (.35 )     (.42 )     (.33 )
Distributions from net realized gain
                (.95 )     (1.44 )     (.80 )
     
Total dividends and/or distributions to shareholders
    (.12 )           (1.30 )     (1.86 )     (1.13 )
 
Net asset value, end of period
  $ 11.35     $ 10.19     $ 8.38     $ 16.28     $ 17.57  
     
 
                                       
Total Return, at Net Asset Value2
    12.68 %     21.60 %     (43.62 )%     3.49 %     10.86 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 89,580     $ 88,746     $ 68,798     $ 121,399     $ 111,363  
 
Average net assets (in thousands)
  $ 87,280     $ 77,101     $ 100,164     $ 117,012     $ 100,010  
 
Ratios to average net assets:3
                                       
Net investment income
    1.87 %     2.42 %     2.90 %     2.30 %     2.17 %
Total expenses4
    1.16 %     1.15 %     1.01 %     1.00 %     1.01 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.90 %     0.85 %     0.92 %     0.98 %     1.01 %
 
Portfolio turnover rate5
    54 %     87 %     67 %     68 %     76 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    1.17 %
Year Ended December 31, 2009
    1.17 %
Year Ended December 31, 2008
    1.01 %
Year Ended December 31, 2007
    1.00 %
Year Ended December 31, 2006
    1.01 %
 
5.   The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:
                 
    Purchase Transactions     Sale Transactions  
 
Year Ended December 31, 2010
  $ 412,930,431     $ 414,511,903  
Year Ended December 31, 2009
  $ 504,698,365     $ 520,212,670  
Year Ended December 31, 2008
  $ 474,582,075     $ 434,587,487  
Year Ended December 31, 2007
  $ 296,201,319     $ 315,527,720  
Year Ended December 31, 2006
  $ 612,825,833     $ 666,549,894  
See accompanying Notes to Financial Statements.
24 | OPPENHEIMER BALANCED FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Oppenheimer Balanced Fund/VA (the “Fund”), is a separate series of Oppenheimer Variable Account Funds, an open end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek high total investment return, which includes current income and capital appreciation. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
     The Fund offers two classes of shares. Both classes are sold at their offering price, which is the net asset value per share, to separate investment accounts of participating insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other investment products. The class of shares designated as Service shares is subject to a distribution and service plan. Both 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.
     The following is a summary of significant accounting policies consistently followed by the Fund.
Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.
     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.
     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.
     U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.
     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.
     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee,
25 | OPPENHEIMER BALANCED FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities 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 adjusted for any discounts related to 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.
     There have been no significant changes to the fair valuation methodologies of the Fund during the period .
Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. Their failure to do so may cause the Fund to lose the opportunity to obtain or dispose of the security at a price and yield it considers advantageous. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase.
As of December 31, 2010, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:
         
    When-Issued or Delayed Delivery  
    Basis Transactions  
 
Purchased securities
  $ 38,535,628  
Sold securities
    3,511,651  
The Fund may enter into “forward roll” transactions with respect to mortgage-related securities. In this type of transaction, the Fund sells a mortgage-related security to a buyer and simultaneously agrees to repurchase a similar security (same type, coupon and maturity) at a later date at a set price. During the period between the sale and the repurchase, the Fund will not be entitled to receive interest and principal payments on the securities that have been sold. The Fund records the incremental difference between the forward purchase and sale of each forward roll as realized gain (loss) on investments or as fee income in the case of such transactions that have an associated fee in lieu of a difference in the forward purchase and sale price.
     Forward roll transactions may be deemed to entail embedded leverage since the Fund purchases mortgage-related securities with extended settlement dates rather than paying for the securities under a normal settlement cycle. This embedded leverage increases the Fund’s market value of investments relative to its net assets which can incrementally increase the volatility of the Fund’s performance. Forward roll transactions can be replicated over multiple settlement periods.
     Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Fund to receive inferior securities at redelivery as compared to the securities sold to the counterparty; and counterparty credit risk.
Securities Sold Short. The Fund may short sell when-issued securities for future settlement. The value of the open short position is recorded as a liability, and the Fund records an unrealized gain or loss for the change in value of the open short position. The Fund records a realized gain or loss when the short position is closed out.
     As of December 31, 2010, the Fund had no outstanding securities sold short.
26 | OPPENHEIMER BALANCED FUND/VA

 


 

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.
Investment in OFI Liquid Assets Fund, LLC. The Fund is permitted to invest cash collateral received in connection with its securities lending activities. Pursuant to the Fund’s Securities Lending Procedures, the Fund may invest cash collateral in, among other investments, an affiliated money market fund. OFI Liquid Assets Fund, LLC (“LAF”) is a limited liability company whose investment objective is to seek current income and stability of principal. The Manager is also the investment adviser of LAF. LAF is not registered under the Investment Company Act of 1940. However, LAF does comply with the investment restrictions applicable to registered money market funds set forth in Rule 2a-7 adopted under the Investment Company Act. When applicable, the Fund’s investment in LAF is included in the Statement of Investments. Shares of LAF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of LAF’s expenses, including its management fee of 0.08%.
Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.
     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.
     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.
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.
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 remain open for the three preceding fiscal reporting period ends.
27 | OPPENHEIMER BALANCED FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
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.
                         
                    Net Unrealized  
                    Appreciation  
                    Based on Cost of  
                    Securities and  
Undistributed   Undistributed     Accumulated     Other Investments  
Net Investment   Long-Term     Loss     for Federal Income  
Income   Gain     Carryforward1,2,3,4     Tax Purposes  
 
$5,132,304
  $     $ 73,401,146     $ 16,188,828  
 
1.   As of December 31, 2010, the Fund had $73,280,658 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2010, details of the capital loss carryforwards were as follows:
         
Expiring        
 
2016
  $ 28,551,951  
2017
    44,728,707  
 
     
Total
  $ 73,280,658  
 
     
 
2.   The Fund had $120,488 of straddle losses which were deferred.
 
3.   During the fiscal year ended December 31, 2010, the Fund utilized $15,850,155 of capital loss carryforward to offset capital gains realized in that fiscal year.
 
4.   During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.
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 may differ from their ultimate characterization for federal income tax purposes. 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 December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.
                 
    Increase     Increase to  
    to Accumulated Net     Accumulated Net Realized  
    Investment Income     Loss on Investments  
     
 
  $ 258,398     $ 258,398  
The tax character of distributions paid during the years ended December 31, 2010 and December 31, 2009 was as follows:
                 
    Year Ended     Year Ended  
    December 31, 2010     December 31, 2009  
 
Distributions paid from:
               
Ordinary income
  $ 3,211,807     $  
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 as of December 31, 2010 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.
         
Federal tax cost of securities
  $ 258,342,473  
Federal tax cost of other investments
    (3,540,501 )
 
     
Total federal tax cost
  $ 254,801,972  
 
     
 
       
Gross unrealized appreciation
  $ 29,102,763  
Gross unrealized depreciation
    (12,913,935 )
 
     
Net unrealized appreciation
  $ 16,188,828  
 
     
28 | OPPENHEIMER BALANCED FUND/VA

 


 

Trustees’ Compensation. The Board of Trustees 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.
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. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed 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 market value of the securities received. Interest income 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.
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 0.50%. 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.
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
29 | OPPENHEIMER BALANCED FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
2. 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 December 31, 2010     Year Ended December 31, 2009  
    Shares     Amount     Shares     Amount  
 
Non-Service Shares
                               
Sold
    272,126     $ 2,909,287       484,890     $ 4,273,547  
Dividends and/or distributions reinvested
    209,000       2,184,050              
Redeemed
    (2,866,355 )     (30,336,478 )     (5,041,004 )     (44,580,442 )
     
Net decrease
    (2,385,229 )   $ (25,243,141 )     (4,556,114 )   $ (40,306,895 )
     
 
                               
Service Shares
                               
Sold
    627,983     $ 6,716,376       1,886,160     $ 16,689,571  
Dividends and/or distributions reinvested
    99,204       1,027,757              
Redeemed
    (1,542,514 )     (16,160,201 )     (1,382,728 )     (12,180,485 )
     
Net increase (decrease)
    (815,327 )   $ (8,416,068 )     503,432     $ 4,509,086  
     
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF and LAF, for the year ended December 31, 2010, were as follows:
                 
    Purchases     Sales  
 
Investment securities
  $ 106,307,480     $ 148,393,656  
U.S. government and government agency obligations
    2,602,331       2,837,036  
To Be Announced (TBA) mortgage-related securities
    412,930,431       414,511,903  
4. 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:
         
Fee Schedule        
 
Up to $200 million
    0.75 %
Next $200 million
    0.72  
Next $200 million
    0.69  
Next $200 million
    0.66  
Over $800 million
    0.60  
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS fees at an annual rate of 0.10% of the daily net assets of each class of shares. For the year ended December 31, 2010, the Fund paid $239,666 to OFS for services to the Fund.
Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares to pay OppenheimerFunds Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s
30 | OPPENHEIMER BALANCED FUND/VA

 


 

Service shares. Under the Plan, payments are made periodically at an annual rate of 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors of the insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners that hold Service shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
Waivers and Reimbursements of Expenses. The Manager has voluntarily agreed to waive a portion of the advisory fee and/or reimburse certain expenses so that the “Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses” will not exceed 0.67% of average annual net assets for Non-Service shares and 0.92% of average annual net assets for Service shares. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $343,597 and $197,835 for Non-Service and Service shares, respectively.
     From April 1, 2009 through March 31, 2010, the Manager voluntarily waived the advisory fee by 0.08% of the Fund’s average annual net assets. That voluntary waiver was applied after all other waivers and/or reimbursements. During the year ended December 31, 2010, the Manager waived $48,729.
     The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $24,787 for IMMF management fees.
     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
     During the year ended December 31, 2010, the Manager voluntarily reimbursed the Fund $873 for certain transactions. The payment is reported separately in the Statement of Operations and increased the Fund’s total returns by less than 0.01%.
5. Risk Exposures and the Use of Derivative Instruments
The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity and debt securities: they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.
Market Risk Factors. In accordance with its investment objectives, the Fund may use derivatives to increase or decrease its exposure to one or more of the following 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 to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.
31 | OPPENHEIMER BALANCED FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
5. Risk Exposures and the Use of Derivative Instruments Continued
Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.
Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.
Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.
Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.
The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.
Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.
     Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.
     Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.
Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.
Credit Related Contingent Features. The Fund’s agreements with derivative counterparties have several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s International Swap and Derivatives Association, Inc. master agreements which govern certain positions in swaps, over-the-counter options and swaptions, and forward currency exchange contracts for each individual counterparty.
32 | OPPENHEIMER BALANCED FUND/VA

 


 

Valuations of derivative instruments as of December 31, 2010 are as follows:
                                 
    Asset Derivatives     Liability Derivatives  
    Statement             Statement        
Derivatives Not   of Assets             of Assets        
Accounted for as   and Liabilities             and Liabilities        
Hedging Instruments   Location     Value     Location     Value  
 
Interest rate contracts
  Futures margins   $ 52,512 *   Futures margins   $ 14,250 *
 
*   Includes only the current day’s variation margin. Prior variation margin movements have been reflected in cash on the Statement of Assets and Liabilities upon receipt or payment.
The effect of derivative instruments on the Statement of Operations is as follows:
                         
Amount of Realized Gain or (Loss) Recognized on Derivatives  
Derivatives Not   Closing and              
Accounted for as   expiration of futures              
Hedging Instruments   contracts     Swap contracts     Total  
 
Credit contracts
  $     $ 4,460     $ 4,460  
Interest rate contracts
    976,981             976,981  
     
Total
  $ 976,981     $ 4,460     $ 981,441  
     
                         
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives  
Derivatives Not                  
Accounted for as                  
Hedging Instruments   Futures contracts     Swap contracts     Total  
 
Credit contracts
  $     $ 35,332     $ 35,332  
Interest rate contracts
    321,322             321,322  
     
Total
  $ 321,322     $ 35,332     $ 356,654  
     
Futures Contracts
A futures contract is a commitment to buy or sell a specific amount of a financial instrument at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts and may also buy or write put or call options on these futures contracts.
     Futures contracts traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or most recently prior to, the time when the Fund’s assets are valued.
     Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses.
     Futures contracts are reported on a schedule following the Statement of Investments. Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Statement of Investments. Cash held by the broker to cover initial margin requirements on open futures contracts and the receivable and/or payable for the daily mark to market for the variation margin are noted in the Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Statement of Operations. Realized gains (losses) are reported in the Statement of Operations at the closing or expiration of futures contracts.
     The Fund has purchased futures contracts on various bonds and notes to increase exposure to interest rate risk.
     The Fund has sold futures contracts on various bonds and notes to decrease exposure to interest rate risk.
     During the year ended December 31, 2010, the Fund had an average market value of $13,735,596 and $11,462,097 on futures contracts purchased and sold, respectively.
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NOTES TO FINANCIAL STATEMENTS Continued
5. Risk Exposures and the Use of Derivative Instruments Continued
     Additional associated risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities.
Swap Contracts
The Fund may enter into swap contract agreements with a counterparty to exchange a series of cash flows based on either specified reference rates, or the occurrence of a credit event, over a specified period. Such contracts may include interest rate, equity, debt, index, total return, credit and currency swaps.
     Swaps are marked to market daily using primarily quotations from pricing services, counterparties and brokers. Swap contracts are reported on a schedule following the Statement of Investments. The values of swap contracts are aggregated by positive and negative values and disclosed separately on the Statement of Assets and Liabilities by contracts in unrealized appreciation and depreciation positions. Upfront payments paid or received, if any, affect the value of the respective swap. Therefore, to determine the unrealized appreciation (depreciation) on swaps, upfront payments paid should be subtracted from, while upfront payments received should be added to, the value of contracts reported as an asset on the Statement of Assets and Liabilities. Conversely, upfront payments paid should be added to, while upfront payments received should be subtracted from the value of contracts reported as a liability. The unrealized appreciation (depreciation) related to the change in the valuation of the notional amount of the swap is combined with the accrued interest due to (owed by) the Fund at termination or settlement. The net change in this amount during the period is included on the Statement of Operations. The Fund also records any periodic payments received from (paid to) the counterparty, including at termination, under such contracts as realized gain (loss) on the Statement of Operations.
     Swap contract agreements are exposed to the market risk factor of the specific underlying reference asset. Swap contracts are typically more attractively priced compared to similar investments in related cash securities because they isolate the risk to one market risk factor and eliminate the other market risk factors. Investments in cash securities (for instance bonds) have exposure to multiple risk factors (credit and interest rate risk). Because swaps require little or no initial cash investment, they can expose the Fund to substantial risk in the isolated market risk factor.
     Credit Default Swap Contracts. A credit default swap is a bilateral contract that enables an investor to buy or sell protection on a debt security against a defined-issuer credit event, such as the issuer’s failure to make timely payments of interest or principal on the debt security, bankruptcy or restructuring. The Fund may enter into credit default swaps either by buying or selling protection on a single security or a basket of securities (the “reference asset”).
     The buyer of protection pays a periodic fee to the seller of protection based on the notional amount of debt securities underlying the swap contract. The seller of protection agrees to compensate the buyer of protection for future potential losses as a result of a credit event on the reference asset. The contract effectively transfers the credit event risk of the reference asset from the buyer of protection to the seller of protection.
     The ongoing value of the contract will fluctuate throughout the term of the contract based primarily on the credit risk of the reference asset. If the credit quality of the reference asset improves relative to the credit quality at contract initiation, the buyer of protection may have an unrealized loss greater than the anticipated periodic fee owed. This unrealized loss would be the result of current credit protection being cheaper than the cost of credit protection at contract initiation. If the buyer elects to terminate the contract prior to its maturity, and there has been no credit event, this unrealized loss will become realized. If the contract is held to maturity, and there has been no credit event, the realized loss will be equal to the periodic fee paid over the life of the contract.
     If there is a credit event, the buyer of protection can exercise its rights under the contract and receive a payment from the seller of protection equal to the notional amount of the reference asset less the market value of the reference asset. Upon exercise of the contract the difference between the value of the underlying reference asset and the notional amount is recorded as realized gain (loss) and is included on the Statement of Operations.
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     The Fund has engaged in pairs trades by purchasing protection through a credit default swap referenced to the debt of an issuer, and simultaneously selling protection through a credit default swap referenced to the debt of a different issuer with the intent to realize gains from the pricing differences of the two issuers who are expected to have similar market risks. Pairs trades attempt to gain exposure to credit risk while hedging or offsetting the effects of overall market movements.
     For the year ended December 31, 2010, the Fund had average notional amounts of $758,077 and $758,077 on credit default swaps to buy protection and credit default swaps to sell protection, respectively.
     Additional associated risks to the Fund include counterparty credit risk and liquidity risk.
      As of December 31, 2010, the Fund had no such credit default swaps outstanding.
6. Restricted Securities
As of December 31, 2010, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.
7. Securities Lending
The Fund lends portfolio securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. The loans are secured by collateral (either securities, letters of credit, or cash) in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of each business day and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and cost in recovering the securities loaned or in gaining access to the collateral. The Fund continues to receive the economic benefit of interest or dividends paid on the securities loaned in the form of a substitute payment received from the borrower and recognizes the gain or loss in the fair value of the securities loaned that may occur during the term of the loan. The Fund has the right under the lending agreement to recover the securities from the borrower on demand.
     As of December 31, 2010, the Fund had no securities on loan.
8. Pending Litigation
Since 2009, a number of lawsuits have been pending in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
35 | OPPENHEIMER BALANCED FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
8. Pending Litigation Continued
     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoffand his firm (“Madoff”) . Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
9. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:
We have audited the accompanying statement of assets and liabilities of Oppenheimer Balanced Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds ), including the statement of investments, as of December 31, 2010, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. 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. The accompanying financial highlights of Oppenheimer Balanced Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those financial highlights.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Balanced Fund/VA as of December 31, 2010, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG llp
Denver, Colorado
February 16, 2011
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FEDERAL INCOME TAX INFORMATION Unaudited
In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.
     Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2010 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 32.70% to arrive at the amount eligible for the corporate dividend-received deduction.
     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.
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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment Performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Emmanuel Ferreira, Krishna Memani, and Peter Strzalkowski, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other mixed-asset target allocation
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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued
moderate funds underlying variable insurance products. The Board considered that the Fund performed competitively with its performance universe median during the one-year period, although it underperformed its performance universe median during the three-year, five-year and ten-year periods. The Board noted the appointment on April 1, 2009 of a new portfolio manager for the Fund and of the head of the Investment Grade Fixed Income Team to oversee the Fund’s investments. The Board also noted that the Fund performed in the top quintile of its performance universe for the year-to-date ended April 30, 2010.
     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other mixed-asset target allocation moderate funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds to those of retail funds, it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s total expenses and its actual management fees were lower than its expense group median. The Board noted that the Fund’s management fee schedule was equal to the management fee schedule for the Oppenheimer Balanced Fund, except for an additional breakpoint for the retail fund for assets exceeding $1.5 billion. The Board also considered that, effective September 1, 2007, the Manager voluntarily undertook to waive a portion of the management fee so that annual total expenses, as a percentage of net assets, would not exceed 0.67% for non-service shares and 0.92% for service shares. The Board also noted that the Manager voluntarily waived 0.08% of its management fee after all other waivers and/or reimbursements from April 1, 2009 through March 31, 2010.
     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
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PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures 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 Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (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 1.800.525.7048, 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.
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TRUSTEES AND OFFICERS Unaudited
     
Name, Position(s) Held with the Fund, Length of Service,Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
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.
 
   
William L. Armstrong,
Chairman of the Board of
Trustees (since 2003),
Trustee (since 1999)
Age: 73
  President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mort-gage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
George C. Bowen,
Trustee (since 1999)
Age: 74
  Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Bowen has served on the Boards of certain Oppenheimer funds since 1998, 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 Boards’ deliberations.
 
   
Edward L. Cameron,
Trustee (since 1999)
Age: 72
  Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000 - June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
Jon S. Fossel,
Trustee (since 1990)
Age: 68
  Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, 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 Boards’ deliberations.
 
   
Sam Freedman,
Trustee (since 1996)
Age: 70
  Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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 Boards’ deliberations.
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Name, Position(s) Held with the Fund, Length of Service,Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
Beverly L. Hamilton,
Trustee (since 2002)
Age: 64
  Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 36 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, 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 Boards’ deliberations.
 
   
Robert J. Malone,
Trustee (since 2002)
Age: 66
  Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 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 Boards’ deliberations.
 
   
F. William Marshall, Jr.,
Trustee (since 2000)
Age: 68
  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, 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 Boards’ deliberations.
 
   
INTERESTED TRUSTEE
AND OFFICER
  The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281- 1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
 
   
William F. Glavin, Jr.,
Trustee, President and
Principal Executive Officer
(since 2009)
Age: 52
  Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004- January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003- March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006)
43 | OPPENHEIMER BALANCED FUND/VA


 

TRUSTEES AND OFFICERS Unaudited/Continued
     
Name, Position(s) Held with the Fund, Length of Service,Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
William F. Glavin, Jr.,
Continued
  of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, 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 Boards’ deliberations.
 
   
OTHER OFFICERS OF THE FUND
  The addresses of the Officers in the chart below are as follows: for Messrs. Ferreira, Memani, Strzalkowski, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
 
   
Emmanuel Ferreira,
Vice President and Portfolio
Manager (since 2003)
Age: 43
  Vice President of the Manager (since January 2003); Portfolio Manager at Lashire Investments (July 1999-December 2002). A portfolio manager and officer of 4 portfolios in the OppenheimerFunds complex.
 
   
Krishna Memani,
Vice President
and Portfolio Manager (since 2009)
Age: 50
  Director of Fixed Income (since October 2010), Senior Vice President and Head of the Investment Grade Fixed Income Team of the Manager (since March 2009). Prior to joining the Manager, Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities (June 2006-January 2009); Chief Credit Strategist at Credit Suisse Securities (August 2002-March 2006); a Managing Director and Senior Portfolio Manager at Putnam Investments (September 1998-June 2002). A portfolio manager and an officer of 22 portfolios in the OppenheimerFunds complex.
 
   
Peter A. Strzalkowski,
Vice President and Portfolio
Manager (since 2009)
Age: 45
  Vice President of the Manager (since August 2007), CFA and a member of the Manager’s Investment Grade Fixed Income Team (since April 2009). Prior to joining the Manager, Managing Partner and Chief Investment Officer of Vector Capital Management, LLC, a structured products money management firm he founded, (July 2006-August 2007); a Senior Portfolio Manager at Highland Capital Management, L.P. (June 2005-July 2006) and a Senior Fixed Income Portfolio Manager at Microsoft Corp. (June 2003-June 2005); a Vice President and Senior Fixed Income Portfolio Manager at First Citizens Bank Trust, Capital Management Group (April 2000-June 2003); a Vice President and Fixed Income Portfolio Manager at Centura Banks (November 1998-April 2000). A portfolio manager and officer of 7 portfolios in the OppenheimerFunds complex.
 
   
Thomas W. Keffer,
Vice President and Chief Business Officer
(since 2009) Age: 55
  Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Mark S. Vandehey,
Vice President and Chief Compliance Officer
(since 2004)
Age: 60
  Senior Vice President and Chief Compliance Office of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Brian W. Wixted,
Treasurer and Principal
Financial & Accounting
Officer (since 1999)
Age: 51
  Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
44 | OPPENHEIMER BALANCED FUND/VA


 

     
Name, Position(s) Held with the Fund, Length of Service,Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
Robert G. Zack,
Vice President and Secretary
(since 2001)
Age: 62
  Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.
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 1.800.981.2871.
45 | OPPENHEIMER BALANCED FUND/VA


 

OPPENHEIMER BALANCED FUND/VA
A Series of Oppenheimer Variable Account Funds
     
Manager
  OppenheimerFunds, Inc.
 
   
Distributor
  OppenheimerFunds Distributor, Inc.
 
   
Transfer Agent
  OppenheimerFunds Services
 
   
Independent Registered
Public Accounting Firm
  KPMG llp
 
   
Counsel
  K&L Gates LLP
 
   
 
  Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.
     
     
©2011 OppenheimerFunds, Inc. All rights reserved.   (OPPENHEIMERFUNDS LOGO)


 

(GRAPHICS)

 


 

OPPENHEIMER CAPITAL APPRECIATION FUND/VA
Portfolio Manager: Julie Van Cleave, CFA1
Average Annual Total Returns
For the Periods Ended 12/31/10
                         
    1-Year   5-Year   10-Year
 
Non-Service Shares
    9.42%     1.20%     -0.01%
 
                         
                      Since
                      Inception
    1-Year   5-Year     (9/18/01)  
 
Service Shares
    9.15%     0.95%     2.78%
Expense Ratios
For the Fiscal Year Ended 12/31/10
         
 
Non-Service Shares
    0.79 %
Service Shares
    1.04  
The 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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
 
1. Effective April 26, 2010
Sector Allocation
(PIE CHART)
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on the total market value of common stocks.
         
Top Ten Common Stock Holdings        
 
 
Apple, Inc.
    5.1 %
QUALCOMM, Inc.
    3.8  
Google, Inc., Cl. A
    3.6  
Oracle Corp.
    2.7  
Occidental Petroleum Corp.
    2.3  
Cisco Systems, Inc.
    2.0  
Juniper Networks, Inc.
    2.0  
ConocoPhillips
    1.8  
Schlumberger Ltd.
    1.8  
Emerson Electric Co.
    1.7  
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets.
2 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Management’s Discussion of Fund Performance. During the twelve-month period ended December 31, 2010, the Fund’s Non-Service shares produced a return of 9.42%, underperforming the Russell 1000 Growth Index and the S&P 500 Index, which returned 16.71% and 15.08%, respectively.
     The U.S. economy made progress in 2010 in its recovery from recession and financial crisis. Although investor sentiment appeared to improve along with economic data during the first quarter of the year, new global developments in the spring threatened to derail the economic rebound. A sovereign debt crisis in Europe made headlines when Greece and, later, Ireland struggled to finance heavy debt loads. In the United States, high levels of unemployment and a weak housing market weighed on an already choppy recovery. These factors caused many investors to become more cautious, and stock prices generally declined amid heightened volatility over the first half of the year.
     Investor sentiment improved over the summer when it became clearer that a return to recession was unlikely. Corporate earnings continued to improve, commodity prices rose broadly in response to robust demand from the emerging markets, and U.S. gross domestic product continued to expand at a moderate pace. In addition, the Federal Reserve announced plans for a new round of quantitative easing, signaling its commitment to stimulating economic growth and job creation. As a result, investors shifted their focus to riskier assets, and the U.S. stock market rallied strongly. Greater clarity in U.S. economic and tax policies following the midterm elections also drove stock prices higher.
     During the reporting period, the Fund underperformed the Russell 1000 Growth Index (the “Index”) primarily within the materials, financials and consumer discretionary sectors, as a result of weaker relative stock selection. Within materials, an overweight position in Monsanto Co. detracted from results as did an underweight position in the diversified metals and mining subsector, which performed well for the Index during the period. We exited our position in Monsanto by period end. In financials, the Fund’s exposure to stocks within the capital markets subsector underperformed, namely Credit Suisse Group AG, Goldman Sachs Corp. and Charles Schwab Corp. We exited our positions in all three holdings by period end. In the consumer discretionary sector, underweight positions in the automobiles and components subsector and the consumer services subsector, both of which performed well for the Index, detracted from performance. The Fund’s underperformance in the consumer services subsector was also the result of an overweight position in Apollo Group, Inc., which we exited.
     The Fund outperformed the Index within the telecommunication services and utilities sectors during the period. The Fund outperformed in the telecommunication services sector due to its overweight position in NII Holdings, Inc., which performed well during the reporting period. Not holding securities in the utilities sector, which produced a negative total return for the Index, also produced positive relative results for the Fund. Other individual contributors to performance during the period included an underweight position in Microsoft Corp., as well as overweight positions in Broadcom Corp., industrials stocks Joy Global, Inc. and Parker-Hannifin Corp., and health care holding Novo Nordisk AS. We exited our position in Microsoft Corp. by period end.
     As of the reporting period’s end, the Fund had its largest overweight positions in the health care and industrials sectors, and its greatest underweight positions in the consumer discretionary, energy, materials and information technology sectors. While an uncertain economic environment may continue to create volatile short-term returns in the market, the portfolio continues to seek quality growth companies supported by long-term growth themes. As such, we remain optimistic regarding the Fund’s disciplined investment strategy over the long term, which combines top-down sector analysis and bottom-up fundamental research.
3 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.981.2871. Read the prospectus carefully before investing.
Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.
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.
Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each share class of the Fund held until December 31, 2010. In the case of Non-Service shares, performance is measured over a ten-year period. In the case of Service shares, performance is measured from inception of the Class on September 18, 2001. Performance information does not reflect charges that apply to separate accounts investing in the Fund. If these charges were taken into account, performance would be lower. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares.
     The Fund’s performance is compared to the performance of the S&P 500 Index, an unmanaged index of equity securities that is a measure of the general domestic stock market, and the Russell 1000 Growth Index, an unmanaged index of 1,000 U.S. large cap growth stocks. The indices’ performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. 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 securities comprising the index.
4 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

Non-Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(LINE GRAPH)
Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(LINE GRAPH)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
5 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees (if applicable); 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 December 31, 2010.
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 Period” 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 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 charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.
                         
    Beginning   Ending   Expenses
    Account   Account   Paid During
    Value   Value   6 Months Ended
    July 1, 2010   December 31, 2010   December 31, 2010
 
Actual
                       
Non-Service shares
  $ 1,000.00     $ 1,239.30     $ 4.52  
Service shares
    1,000.00       1,237.70       5.94  
 
                       
Hypothetical
(5% return before expenses)
                       
Non-Service shares
    1,000.00       1,021.17       4.08  
Service shares
    1,000.00       1,019.91       5.36  
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 fund, based on the 6-month period ended December 31, 2010 are as follows:
         
Class   Expense Ratios
 
Non-Service shares
    0.80 %
Service shares
    1.05  
The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. 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.
6 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

STATEMENT OF INVESTMENTS December 31, 2010
                 
    Shares     Value  
 
Common Stocks—100.2%
               
Consumer Discretionary—12.4%
               
Hotels, Restaurants & Leisure—1.6%
               
McDonald’s Corp.
    248,240     $ 19,054,901  
Internet & Catalog Retail—1.5%
               
Amazon.com, Inc.1
    97,124       17,482,320  
Media—2.0%
               
McGraw-Hill Cos., Inc. (The)
    248,450       9,046,065  
Walt Disney Co. (The)
    407,570       15,287,951  
 
             
 
            24,334,016  
 
               
Multiline Retail—0.3%
               
Target Corp.
    57,250       3,442,443  
Specialty Retail—3.1%
               
Bed Bath & Beyond, Inc.1
    262,900       12,921,535  
O’Reilly Automotive, Inc.1
    194,740       11,766,191  
TJX Cos., Inc. (The)
    273,070       12,121,577  
 
             
 
            36,809,303  
 
               
Textiles, Apparel & Luxury Goods—3.9%
               
Coach, Inc.
    288,630       15,964,125  
Nike, Inc., Cl. B
    205,160       17,524,767  
Polo Ralph Lauren Corp., Cl. A
    119,640       13,270,469  
 
             
 
            46,759,361  
 
               
Consumer Staples—9.1%
               
Beverages—1.5%
               
Brown-Forman Corp., Cl. B
    34,450       2,398,409  
PepsiCo, Inc.
    240,250       15,695,533  
 
             
 
            18,093,942  
 
               
Food & Staples Retailing—1.5%
               
Costco Wholesale Corp.
    247,550       17,875,586  
Food Products—4.8%
               
DANONE SA
    235,730       14,811,680  
General Mills, Inc.
    368,033       13,098,294  
Nestle SA
    295,586       17,308,378  
Unilever NV CVA
    368,700       11,479,842  
 
             
 
            56,698,194  
 
               
Household Products—1.3%
               
Colgate-Palmolive Co.
    198,240       15,932,549  
Energy—9.6%
               
Energy Equipment & Services—3.1%
               
Halliburton Co.
    402,720       16,443,058  
Schlumberger Ltd.
    254,890       21,283,315  
 
             
 
            37,726,373  
 
               
Oil, Gas & Consumable Fuels—6.5%
               
Chevron Corp.
    173,200       15,804,500  
ConocoPhillips
    321,330       21,882,573  
EOG Resources, Inc.
    129,930       11,876,901  
Occidental Petroleum Corp.
    282,860       27,748,566  
 
             
 
            77,312,540  
 
               
Financials—5.7%
               
Commercial Banks—2.4%
               
U.S. Bancorp
    548,930       14,804,642  
Wells Fargo & Co.
    452,580       14,025,454  
 
             
 
            28,830,096  
 
               
Diversified Financial Services—3.3%
               
BM&F BOVESPA SA
    1,269,560       10,041,761  
CME Group, Inc.
    29,610       9,527,018  
IntercontinentalExchange, Inc.1
    72,720       8,664,588  
JPMorgan Chase & Co.
    267,710       11,356,258  
 
             
 
            39,589,625  
 
               
Health Care—13.5%
               
Biotechnology—1.3%
               
Celgene Corp.1
    255,860       15,131,560  
Health Care Equipment & Supplies—2.1%
               
Baxter International, Inc.
    271,150       13,725,613  
Stryker Corp.
    218,840       11,751,708  
 
             
 
            25,477,321  
 
               
Health Care Providers & Services—2.3%
               
Express Scripts, Inc.1
    240,780       13,014,159  
Medco Health Solutions, Inc.1
    232,640       14,253,853  
 
             
 
            27,268,012  
 
               
Life Sciences Tools & Services—2.3%
               
Mettler-Toledo International, Inc.1
    56,650       8,566,047  
Thermo Fisher Scientific, Inc.1
    347,210       19,221,546  
 
             
 
            27,787,593  
 
               
Pharmaceuticals—5.5%
               
Allergan, Inc.
    288,600       19,818,162  
Bristol-Myers Squibb Co.
    543,080       14,380,758  
Novo Nordisk AS, Cl. B
    165,769       18,692,680  
Roche Holding AG
    82,488       12,086,477  
 
             
 
            64,978,077  
 
               
Industrials—14.5%
               
Aerospace & Defense—2.8%
               
Goodrich Corp.
    216,332       19,052,359  
United Technologies Corp.
    186,350       14,669,472  
 
             
 
            33,721,831  
 
               
Air Freight & Logistics—1.3%
               
United Parcel Service, Inc., Cl. B
    208,910       15,162,688  
7 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Shares     Value  
 
Electrical Equipment—2.9%
               
ABB Ltd.
    599,978     $ 13,366,355  
Emerson Electric Co.
    362,610       20,730,414  
 
             
 
            34,096,769  
 
               
Machinery—6.2%
               
Caterpillar, Inc.
    210,700       19,734,162  
Danaher Corp.
    329,280       15,532,138  
Joy Global, Inc.
    211,607       18,356,907  
Parker-Hannifin Corp.
    234,330       20,222,679  
 
             
 
            73,845,886  
 
               
Road & Rail—1.3%
               
Union Pacific Corp.
    170,770       15,823,548  
Information Technology—30.0%
               
Communications Equipment—7.8%
               
Cisco Systems, Inc.1
    1,187,670       24,026,564  
Juniper Networks, Inc.1
    646,920       23,884,286  
QUALCOMM, Inc.
    915,390       45,302,651  
 
             
 
            93,213,501  
 
               
Computers & Peripherals—5.1%
               
Apple, Inc.1
    189,280       61,054,157  
Electronic Equipment & Instruments—1.3%
               
Corning, Inc.
    783,180       15,131,038  
Internet Software & Services—5.9%
               
Akamai Technologies, Inc.1
    287,860       13,543,813  
eBay, Inc.1
    515,230       14,338,851  
Google, Inc., Cl. A1
    72,920       43,312,292  
 
             
 
            71,194,956  
 
               
IT Services—3.5%
               
Cognizant Technology Solutions Corp.1
    214,730       15,737,562  
International Business Machines Corp.
    88,240       12,950,102  
Visa, Inc., Cl. A
    180,027       12,670,300  
 
             
 
            41,357,964  
 
               
Semiconductors & Semiconductor Equipment—1.6%
               
Broadcom Corp., Cl. A
    455,600       19,841,380  
Software—4.8%
               
Intuit, Inc.1
    233,840       11,528,312  
Oracle Corp.
    1,014,540       31,755,102  
Vmware, Inc., Cl. A1
    155,930       13,863,736  
 
             
 
            57,147,150  
 
               
Materials—4.2%
               
Chemicals—2.5%
               
Ecolab, Inc.
    239,720       12,086,682  
Praxair, Inc.
    188,212       17,968,600  
 
             
 
            30,055,282  
 
               
Metals & Mining—1.7%
               
Barrick Gold Corp.
    243,240       12,935,503  
Freeport-McMoRan Copper & Gold, Inc., Cl. B
    64,150       7,703,774  
 
             
 
            20,639,277  
 
               
Telecommunication Services—1.2%
               
Wireless Telecommunication Services—1.2%
               
NII Holdings, Inc.1
    319,600       14,273,336  
 
             
Total Common Stocks
(Cost $856,088,482)
            1,197,142,575  
 
               
Investment Companies—0.0%
               
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%2,3
    9,530       9,530  
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%2,4
    72,534       72,534  
 
             
Total Investment Companies
(Cost $82,064)
            82,064  
 
               
Total Investments, at Value
(Cost $856,170,546)
    100.2 %     1,197,224,639  
Liabilities in Excess of Other Assets
    (0.2 )     (2,149,238 )
     
 
               
Net Assets
    100.0 %   $ 1,195,075,401  
     
8 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

Footnotes to Statement of Investments
 
1.   Non-income producing security.
 
2.   Rate shown is the 7-day yield as of December 31, 2010.
 
3.   Interest rate is less than 0.0005%.
 
4.   Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:
                                 
    Shares     Gross     Gross     Shares  
    December 31, 2009     Additions     Reductions     December 31, 2010  
 
Oppenheimer Institutional Money Market Fund, Cl. E
    7,898,767       269,513,524       277,339,757       72,534  
                 
    Value     Income  
 
Oppenheimer Institutional Money Market Fund, Cl. E
  $ 72,534     $ 33,991  
Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
1) Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
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 table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
                                 
                    Level 3–        
    Level 1–     Level 2–     Significant        
    Unadjusted     Other Significant     Unobservable        
    Quoted Prices     Observable Inputs     Inputs     Value  
 
Assets Table
                               
Investments, at Value:
                               
Common Stocks
                               
Consumer Discretionary
  $ 147,882,344     $     $     $ 147,882,344  
Consumer Staples
    108,600,271                   108,600,271  
Energy
    115,038,913                   115,038,913  
Financials
    68,419,721                   68,419,721  
Health Care
    160,642,563                   160,642,563  
Industrials
    172,650,722                   172,650,722  
Information Technology
    358,940,146                   358,940,146  
Materials
    50,694,559                   50,694,559  
Telecommunication Services
    14,273,336                   14,273,336  
Investment Companies
    82,064                   82,064  
     
Total Assets
  $ 1,197,224,639     $     $     $ 1,197,224,639  
     
 
Liabilities Table
                               
Other Financial Instruments:
                               
Foreign currency exchange contracts
  $     $ (1,356 )   $     $ (1,356 )
     
Total Liabilities
  $     $ (1,356 )   $     $ (1,356 )
     
Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
9 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
The table below shows the significant transfers between Level 1 and Level 2. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
                 
    Transfers into Level 1*     Transfers out of Level 2*  
 
Assets Table
               
Investments, at Value:
               
Common Stocks
               
Financials
    $ 11,587,906       $ (11,587,906 )
Industrials
    19,626,598       (19,626,598 )
       
Total Assets
     $ 31,214,504        $ (31,214,504 )
       
 
*   Transferred from Level 2 to Level 1 due to the presence of a readily available unadjusted quoted market price. As of the prior reporting period end, these securities were absent of a readily available unadjusted quoted market price due to a significant event occurring before the Fund’s assets were valued but after the close of the securities’ respective exchanges.
Foreign Currency Exchange Contracts as of December 31, 2010 are as follows:
                                         
            Contract                      
            Amount     Expiration             Unrealized  
Counterparty/Contract Description   Buy/Sell     (000’s)     Date     Value     Depreciation  
 
Deutsche Bank Capital Corp.
                                       
Danish Krone (DKK)
  Sell     399 DKK     1/3/11     $ 71,482     $ 1,356  
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
See accompanying Notes to Financial Statements.
10 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010
         
Assets
       
Investments, at value—see accompanying statement of investments:
       
Unaffiliated companies (cost $856,098,012)
  $ 1,197,152,105  
Affiliated companies (cost $72,534)
    72,534  
 
     
 
    1,197,224,639  
 
       
Receivables and other assets:
       
Dividends
    2,631,496  
Shares of beneficial interest sold
    136,457  
Investments sold
    71,483  
Other
    37,236  
 
     
Total assets
    1,200,101,311  
 
       
Liabilities
       
Unrealized depreciation on foreign currency exchange contracts
    1,356  
Payables and other liabilities:
       
Shares of beneficial interest redeemed
    4,343,554  
Distribution and service plan fees
    271,331  
Shareholder communications
    218,390  
Transfer and shareholder servicing agent fees
    111,056  
Trustees’ compensation
    34,751  
Other
    45,472  
 
     
Total liabilities
    5,025,910  
 
       
Net Assets
  $ 1,195,075,401  
 
     
 
       
Composition of Net Assets
       
Par value of shares of beneficial interest
  $ 29,715  
Additional paid-in capital
    1,209,571,625  
Accumulated net investment income
    1,761,658  
Accumulated net realized loss on investments and foreign currency transactions
    (357,604,256 )
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies
    341,316,659  
 
     
Net Assets
  $ 1,195,075,401  
 
     
 
       
Net Asset Value Per Share
       
Non-Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $771,086,429 and 19,112,005 shares of beneficial interest outstanding)
  $ 40.35  
Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $423,988,972 and 10,602,603 shares of beneficial interest outstanding)
  $ 39.99  
See accompanying Notes to Financial Statements.
11 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010
         
Investment Income
       
Dividends:
       
Unaffiliated companies (net of foreign withholding taxes of $387,126)
  $ 15,344,362  
Affiliated companies
    33,991  
Interest
    714  
 
     
Total investment income
    15,379,067  
 
       
Expenses
       
Management fees
    9,268,654  
Distribution and service plan fees—Service shares
    1,058,768  
Transfer and shareholder servicing agent fees:
       
Non-Service shares
    976,827  
Service shares
    427,935  
Shareholder communications:
       
Non-Service shares
    154,704  
Service shares
    68,283  
Trustees’ compensation
    54,830  
Custodian fees and expenses
    40,925  
Administration service fees
    1,500  
Other
    109,303  
 
     
Total expenses
    12,161,729  
Less waivers and reimbursements of expenses
    (22,303 )
 
     
Net expenses
    12,139,426  
 
       
Net Investment Income
    3,239,641  
 
       
Realized and Unrealized Gain (Loss)
       
Net realized gain on:
       
Investments from unaffiliated companies
    85,546,977  
In-kind redemptions
    72,760,040  
Foreign currency transactions
    973,183  
 
     
Net realized gain
    159,280,200  
Net change in unrealized appreciation/depreciation on:
       
Investments
    (42,832,009 )
Translation of assets and liabilities denominated in foreign currencies
    3,890,351  
 
     
Net change in unrealized appreciation/depreciation
    (38,941,658 )
 
       
Net Increase in Net Assets Resulting from Operations
  $ 123,578,183  
 
     
See accompanying Notes to Financial Statements.
12 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

STATEMENTS OF CHANGES IN NET ASSETS
                 
Year Ended December 31,   2010     2009  
 
Operations
               
Net investment income
  $ 3,239,641     $ 2,793,303  
Net realized gain (loss)
    159,280,200       (43,296,323 )
Net change in unrealized appreciation/depreciation
    (38,941,658 )     521,300,083  
     
Net increase in net assets resulting from operations
    123,578,183       480,797,063  
 
               
Dividends and/or Distributions to Shareholders
               
Dividends from net investment income:
               
Non-Service shares
    (1,796,034 )     (2,975,281 )
Service shares
          (24,236 )
     
 
    (1,796,034 )     (2,999,517 )
 
               
Beneficial Interest Transactions
               
Net decrease in net assets resulting from beneficial interest transactions:
               
Non-Service shares
    (385,079,054 )     (97,375,095 )
Service shares
    (59,987,624 )     (5,924,734 )
     
 
    (445,066,678 )     (103,299,829 )
 
               
Net Assets
               
Total increase (decrease)
    (323,284,529 )     374,497,717  
Beginning of period
    1,518,359,930       1,143,862,213  
     
End of period (including accumulated net investment income of $1,761,658 and $434,803, respectively)
  $ 1,195,075,401     $ 1,518,359,930  
     
See accompanying Notes to Financial Statements.
13 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Non-Service Shares      Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 36.94     $ 25.67     $ 47.18     $ 41.43     $ 38.52  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .11       .09       .10       .07       .07  
Net realized and unrealized gain (loss)
    3.36       11.27       (21.55 )     5.78       2.98  
     
Total from investment operations
    3.47       11.36       (21.45 )     5.85       3.05  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.06 )     (.09 )     (.06 )     (.10 )     (.14 )
 
 
Net asset value, end of period
  $ 40.35     $ 36.94     $ 25.67     $ 47.18     $ 41.43  
     
 
                                       
Total Return, at Net Asset Value2
    9.42 %     44.52 %     (45.52 )%     14.15 %     7.95 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 771,086     $ 1,074,190     $ 829,931     $ 1,631,791     $ 1,598,967  
 
Average net assets (in thousands)
  $ 976,242     $ 927,670     $ 1,256,525     $ 1,631,686     $ 1,615,352  
 
Ratios to average net assets:3
                                       
Net investment income
    0.31 %     0.29 %     0.25 %     0.15 %     0.17 %
Total expenses4
    0.79 %     0.78 %     0.66 %     0.65 %     0.67 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.79 %     0.78 %     0.66 %     0.65 %     0.67 %
 
Portfolio turnover rate
    58 %     46 %     67 %     59 %     47 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    0.79 %
Year Ended December 31, 2009
    0.78 %
Year Ended December 31, 2008
    0.66 %
Year Ended December 31, 2007
    0.65 %
Year Ended December 31, 2006
    0.67 %
See accompanying Notes to Financial Statements.
14 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

                                         
Service Shares      Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 36.64     $ 25.42     $ 46.78     $ 41.09     $ 38.23  
 
Income (loss) from investment operations:
                                       
Net investment income (loss)1
    .02       .01       2     (.05 )     (.03 )
Net realized and unrealized gain (loss)
    3.33       11.21       (21.36 )     5.74       2.96  
     
Total from investment operations
    3.35       11.22       (21.36 )     5.69       2.93  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
          2           2     (.07 )
 
 
Net asset value, end of period
  $ 39.99     $ 36.64     $ 25.42     $ 46.78     $ 41.09  
     
 
                                       
Total Return, at Net Asset Value3
    9.15 %     44.15 %     (45.66 )%     13.86 %     7.68 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 423,989     $ 444,170     $ 313,931     $ 546,887     $ 463,140  
 
Average net assets (in thousands)
  $ 427,640     $ 368,634     $ 454,558     $ 510,874     $ 426,539  
 
Ratios to average net assets:4
                                       
Net investment income (loss)
    0.06 %     0.03 %     0.00 %5     (0.10 )%     (0.08 )%
Total expenses6
    1.04 %     1.04 %     0.91 %     0.91 %     0.92 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    1.04 %     1.03 %     0.91 %     0.91 %     0.92 %
 
Portfolio turnover rate
    58 %     46 %     67 %     59 %     47 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   Less than $0.005 per share.
 
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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. 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 were as follows:
         
Year Ended December 31, 2010
    1.04 %
Year Ended December 31, 2009
    1.04 %
Year Ended December 31, 2008
    0.91 %
Year Ended December 31, 2007
    0.91 %
Year Ended December 31, 2006
    0.92 %
See accompanying Notes to Financial Statements.
15 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Oppenheimer Capital Appreciation Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek capital appreciation by investing in securities of well-known, established companies. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
     The Fund offers two classes of shares. Both classes are sold at their offering price, which is the net asset value per share, to separate investment accounts of participating insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other investment products. The class of shares designated as Service shares is subject to a distribution and service plan. Both 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.
     The following is a summary of significant accounting policies consistently followed by the Fund.
Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.
     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.
     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.
     U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.
     Forward foreign currency exchange contracts are valued utilizing current and forward currency rates obtained from independent pricing services.
     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.
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In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities 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 adjusted for any discounts related to 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.
     There have been no significant changes to the fair valuation methodologies of the Fund during the period.
Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.
Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.
     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.
     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.
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.
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
17 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued

jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.
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.
                             
                        Net Unrealized  
                        Appreciation  
                        Based on Cost of  
Undistributed     Undistributed     Accumulated     Securities and Other  
Net Investment     Long-Term     Loss     Investments for Federal  
Income     Gain     Carryforward1,2,3     Income Tax Purposes  
 
$3,118,651       $—       $352,318,773       $335,891,539  
 
1.   As of December 31, 2010, the Fund had $352,318,773 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2010, details of the capital loss carryforwards were as follows:
         
Expiring        
 
2011
  $ 23,369,993  
2013
    34,677,838  
2016
    113,637,770  
2017
    180,633,172  
 
     
Total
  $ 352,318,773  
 
     
 
2.   During the fiscal year ended December 31, 2010, the Fund utilized $72,900,879 of capital loss carryforward to offset capital gains realized in that fiscal year.
 
3.   During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.
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 may differ from their ultimate characterization for federal income tax purposes. 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 December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.
                     
        Reduction     Increase  
        to Accumulated     to Accumulated Net  
Increase     Net Investment     Realized Loss  
to Paid-in Capital     Income     on Investments  
 
$70,658,398       $116,752       $70,541,646  
The tax character of distributions paid during the years ended December 31, 2010 and December 31, 2009 was as follows:
                 
    Year Ended     Year Ended  
    December 31, 2010     December 31, 2009  
 
Distributions paid from:
               
Ordinary income
    $1,796,034     $2,999,517  
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 as of December 31, 2010 are noted in the following table.
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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.
         
Federal tax cost of securities
  $ 861,595,666  
Federal tax cost of other investments
    (70,126 )
 
     
Total federal tax cost
  $ 861,525,540  
 
     
 
Gross unrealized appreciation
  $ 341,183,635  
Gross unrealized depreciation
    (5,292,096 )
 
     
Net unrealized appreciation
  $ 335,891,539  
 
     
Trustees’ Compensation. The Board of Trustees 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.
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. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed 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 market value of the securities received. Interest income 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.
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 0.50%. 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.
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NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
2. 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 December 31, 2010     Year Ended December 31, 2009  
    Shares     Amount     Shares     Amount  
 
Non-Service Shares
                               
Sold
    2,554,247     $ 93,160,063       2,978,928     $ 88,352,509  
Dividends and/or distributions reinvested
    48,307       1,796,034       134,506       2,975,281  
Redeemed
    (12,572,941 )     (480,035,151 )     (6,361,581 )     (188,702,885 )
     
Net decrease
    (9,970,387 )   $ (385,079,054 )     (3,248,147 )   $ (97,375,095 )
     
 
                               
Service Shares
                               
Sold
    1,613,467     $ 57,695,403       2,097,785     $ 61,332,284  
Dividends and/or distributions reinvested
                1,099       24,157  
Redeemed
    (3,133,549 )     (117,683,027 )     (2,325,106 )     (67,281,175 )
     
Net decrease
    (1,520,082 )   $ (59,987,624 )     (226,222 )   $ (5,924,734 )
     
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2010, were as follows:
                 
    Purchases     Sales  
 
Investment securities
  $ 786,778,432     $ 1,200,250,724  
4. 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:
         
Fee Schedule        
 
Up to $200 million
    0.75 %
Next $200 million
    0.72  
Next $200 million
    0.69  
Next $200 million
    0.66  
Over $800 million
    0.60  
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS fees at an annual rate of 0.10% of the daily net assets of each class of shares. For the year ended December 31, 2010, the Fund paid $1,421,342 to OFS for services to the Fund.
Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares to pay OppenheimerFunds
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Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s Service shares. Under the Plan, payments are made periodically at an annual rate of 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors of the insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners that hold Service shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
Waivers and Reimbursements of Expenses. The Manager has voluntarily agreed to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 0.80% for Non-Service shares and 1.05% for Service shares. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $5,467 and $2,227 for Non-Service and Service shares, respectively.
     The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $14,609 for IMMF management fees.
     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
5. Risk Exposures and the Use of Derivative Instruments
The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity and debt securities: they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.
Market Risk Factors. In accordance with its investment objectives, the Fund may use derivatives to increase or decrease its exposure to one or more of the following 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 to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.
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.
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NOTES TO FINANCIAL STATEMENTS Continued
5. Risk Exposures and the Use of Derivative Instruments Continued
Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.
Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.
The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.
Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.
     Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.
     Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.
Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.
Credit Related Contingent Features. The Fund’s agreements with derivative counterparties have several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s International Swap and Derivatives Association, Inc. master agreements which govern certain positions in swaps, over-the-counter options and swaptions, and forward currency exchange contracts for each individual counterparty.
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Valuations of derivative instruments as of December 31, 2010 are as follows:
                 
    Liability Derivatives
Derivatives Not Accounted   Statement of Assets and    
for as Hedging Instruments   Liabilities Location   Value
 
Foreign exchange contracts
  Unrealized depreciation        
 
  on foreign currency        
 
  exchange contracts   $1,356
The effect of derivative instruments on the Statement of Operations is as follows:
         
Amount of Realized Gain or (Loss) Recognized on Derivatives
 
Derivatives Not Accounted for    
as Hedging Instruments   Foreign currency transactions
 
Foreign exchange contracts
  $173,812
         
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
 
Derivatives Not Accounted for   Translation of assets and liabilities
as Hedging Instruments   denominated in foreign currencies
 
Foreign exchange contracts
  $(5,751)
Foreign Currency Exchange Contracts
The Fund may enter into foreign currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date.
     Forward contracts are reported on a schedule following the Statement of Investments. Forward contracts will be valued daily based upon the closing prices of the forward currency rates determined at the close of the Exchange as provided by a bank, dealer or pricing service. The resulting unrealized appreciation (depreciation) is reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.
     The Fund has purchased and sold certain forward foreign currency exchange contracts of different currencies in order to acquire currencies to pay for related foreign securities purchase transactions, or to convert foreign currencies to U.S. dollars from related foreign securities sale transactions. These foreign currency exchange contracts are negotiated at the current spot exchange rate with settlement typically within two business days thereafter.
     The Fund has entered into forward foreign currency exchange contracts with the obligation to purchase specified foreign currencies in the future at a currently negotiated forward rate in order to take a positive investment perspective on the related currency. These forward foreign currency exchange contracts seek to increase exposure to foreign exchange rate risk.
     The Fund has entered into forward foreign currency exchange contracts with the obligation to purchase specified foreign currencies in the future at a currently negotiated forward rate in order to decrease exposure to foreign exchange rate risk associated with foreign currency denominated securities held by the Fund.
     The Fund has entered into forward foreign currency exchange contracts with the obligation to sell specified foreign currencies in the future at a currently negotiated forward rate in order to take a negative investment perspective on the related currency. These forward foreign currency exchange contracts seek to increase exposure to foreign exchange rate risk.
     The Fund has entered into forward foreign currency exchange contracts with the obligation to sell specified foreign currencies in the future at a currently negotiated forward rate in order to decrease exposure to foreign exchange rate risk associated with foreign currency denominated securities held by the Fund.

     During the year ended December 31, 2010, the Fund had average contract amounts on forward foreign currency contracts to buy and sell of $576,973 and $1,253,051, respectively.
     Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty will default.
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NOTES TO FINANCIAL STATEMENTS Continued
6. Pending Litigation
Since 2009, a number of lawsuits have been pending in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff ”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
7. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:
We have audited the accompanying statement of assets and liabilities of Oppenheimer Capital Appreciation Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2010, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. 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. The accompanying financial highlights of Oppenheimer Capital Appreciation Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those financial highlights.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian and transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Capital Appreciation Fund/VA as of December 31, 2010, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG llp
Denver, Colorado
February 16, 2011
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FEDERAL INCOME TAX INFORMATION Unaudited
In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.
     Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2010 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.
     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.
26 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio manager and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Julie Van Cleave, the portfolio manager for the Fund, effective April 26, 2010, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical
27 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued
performance to relevant market indices and to the performance of other large-cap growth funds underlying variable insurance products. The Board considered that the Fund outperformed its performance universe median during the one-year and ten-year periods, although it underperformed its performance universe median during the three-year and five-year periods. The Board noted the recent change in portfolio management to the Fund, effective April 26, 2010.
     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other large-cap growth funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds to those of retail funds, it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s actual management fees were competitive with its expense group median and that its total expenses were higher than its expense group median. The Board also considered that, as of May 1, 2009, the Manager has voluntarily agreed to cap annual total expenses, as a percentage of net assets, for non-service shares at 0.80% and for service shares at 1.05%.
     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
28 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures 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 Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (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 1.800.525.7048, 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.
29 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited
     
Name, Position(s) Held with
the Fund, Length of
Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
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.
 
   
William L. Armstrong,
Chairman of the Board of
Trustees (since 2003),
Trustee (since 1999)
Age: 73
  President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
George C. Bowen,
Trustee (since 1999)
Age: 74
  Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Bowen has served on the Boards of certain Oppenheimer funds since 1998, 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 Boards’ deliberations.
 
   
Edward L. Cameron,
Trustee (since 1999)
Age: 72
  Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
Jon S. Fossel,
Trustee (since 1990)
Age: 68
  Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following:
 
  Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, 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 Boards’ deliberations.
 
   
Sam Freedman,
Trustee (since 1996)
Age: 70
  Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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 Boards’ deliberations.
30 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

     
Name, Position(s) Held with
the Fund, Length of
Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
Beverly L. Hamilton,
Trustee (since 2002)
Age: 64
  Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 36 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, 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 Boards’ deliberations.
 
   
Robert J. Malone,
Trustee (since 2002)
Age: 66
  Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 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 Boards’ deliberations.
 
   
F. William Marshall, Jr.,
Trustee (since 2000)
Age: 68
  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, 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 Boards’ deliberations.
 
   
INTERESTED TRUSTEE
AND OFFICER
  The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
 
   
William F. Glavin, Jr.,
Trustee, President and
Principal Executive Officer
(since 2009)
Age: 52
  Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005- March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of
31 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with
the Fund, Length of
Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
William F. Glavin, Jr.,
Continued
  Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005- March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, 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 Boards’ deliberations.
 
   
OTHER OFFICERS OF
THE FUND
  The addresses of the Officers in the chart below are as follows: for Messrs. Keffer, Zack and Ms. Van Cleave, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 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.
 
   
Julie Van Cleave, CFA,
Vice President and Portfolio
Manager (since 2010)
Age: 51
  Vice President and Senior Portfolio Manager of the Manager (since April 2010). Prior to joining the Manager, a Managing Director, U.S. Large-Cap Growth Equity, and lead portfolio manager at Deutsche Asset Management (December 2002-February 2009). Prior to 2002, a Managing Director, a portfolio manager and a team leader with Mason Street Advisors, a wholly owned subsidiary of Northwestern Mutual Life. A portfolio manager and officer of 3 portfolios in the OppenheimerFunds complex.
 
   
Thomas W. Keffer,
Vice President and
Chief Business Officer
(since 2009)
Age: 55
  Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Mark S. Vandehey,
Vice President and Chief
Compliance Officer
(since 2004)
Age: 60
  Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Brian W. Wixted,
Treasurer and Principal
Financial & Accounting
Officer (since 1999)
Age: 51
  Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
32 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

     
Name, Position(s) Held with
the Fund, Length of
Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
Robert G. Zack,
Vice President and
Secretary (since 2001)
Age: 62
  Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.
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 1.800.981.2871.
33 | OPPENHEIMER CAPITAL APPRECIATION FUND/VA

 


 

OPPENHEIMER CAPITAL APPRECIATION FUND/VA
     
A Series of Oppenheimer Variable Account Funds
 
   
Manager
  OppenheimerFunds, Inc.
 
   
Distributor
  OppenheimerFunds Distributor, Inc.
 
   
Transfer Agent
  OppenheimerFunds Services
 
   
Independent Registered
  KPMG llp
Public Accounting Firm
   
 
   
Counsel
  K&L Gates LLP
 
   
 
  Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.
(OPPENHEIMER FUNDS)
©2011 OppenheimerFunds, Inc. All rights reserved.

 


 

(OPPENHEIMER FUNDS LOGO)

 


 

OPPENHEIMER CORE BOND FUND/VA
Portfolio Managers: Krishna Memani and Peter A. Strzalkowski
Average Annual Total Returns
For the Periods Ended 12/31/10
                         
      1-Year     5-Year     10-Year
 
Non-Service Shares
    11.42 %     –3.94 %     1.06 %
                         
                      Since
                      Inception
      1-Year     5-Year     (5/1/02)
 
Service Shares
    11.28 %     –4.19 %     0.01 %
Expense Ratios
For the Fiscal Year Ended 12/31/10
                 
      Gross     Net
      Expense     Expense
      Ratios     Ratios
 
Non-Service Shares
    0.80 %     0.71 %
Service Shares
    1.05       0.96  
The 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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account. The net expense ratios take into account voluntary fee waivers or expense reimbursements, without which performance would have been less. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
Corporate Bonds & Notes—Top Ten Industries
         
Insurance
    3.9 %
Commercial Banks
    3.4  
Oil, Gas & Consumable Fuels
    3.2  
Capital Markets
    2.3  
Diversified Financial Services
    2.3  
Media
    1.8  
Diversified Telecommunication Services
    1.6  
Chemicals
    1.3  
Electric Utilities
    1.2  
Real Estate Investment Trusts
    1.0  
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets.
2 | OPPENHEIMER CORE BOND FUND/VA

 


 

Credit Allocation
         
Credit Rating Breakdown   NRSRO Only Rated  
Agency
    47.3 %
AAA
    21.4  
AA
    1.9  
A
    8.0  
BBB
    13.8  
BB
    4.3  
B
    0.3  
CCC
    2.0  
CC
    0.2  
C
    0.1  
Unrated
    0.7  
 
     
Total
    100.0 %
 
     
The percentages above are based on the market value of the Fund’s securities as of December 31, 2010 and are subject to change. Except for securities labeled “Agency” and “unrated” and except for certain securities issued or guaranteed by a foreign sovereign or supranational entity, all securities have been rated by at least one Nationally Recognized Statistical Rating Organization (“NRSRO”), such as Standard & Poor’s (“S&P”). For securities rated only by an NRSRO other than S&P, OppenheimerFunds, Inc. converts that rating to the equivalent S&P rating. If two or more NRSROs have assigned a rating to a security, the highest S&P equivalent rating is used. Unrated securities issued or guaranteed by a foreign sovereign or supranational entity are assigned a credit rating equal to the highest NRSRO rating assigned to that foreign sovereign or supranational entity. Fund assets invested in Oppenheimer Institutional Money Market Fund are assigned that fund’s S&P rating, which is currently AAA. “Investment-grade” securities are securities rated within the NRSROs’ four highest rating categories. Unrated securities do not necessarily indicate low credit quality, but may or may not be equivalent of investment-grade. Please consult the Fund’s prospectus for further information. Additional information can be found in the Fund’s Statement of Additional Information.
3 | OPPENHEIMER CORE BOND FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Management’s Discussion of Fund Performance. During the 12-month reporting period ended December 31, 2010, the Fund’s Non-Service shares produced a total return of 11.42%, outperforming the Barclays Capital U.S. Aggregate Bond Index (the “Index”), which generated a total return of 6.54% during the period. In comparison, the Barclays Capital Credit Index and the Citigroup Broad Investment Grade Bond Index produced total returns of 8.47% and 6.30%, respectively.
     Although the U.S. and other western economies continued to recover from a recession and worldwide financial crisis during the reporting period, the recovery proved to be choppy. In Europe, over the first half of 2010, Greece and, later, Ireland struggled to finance heavy debt loads, sparking fears of contagion to other markets and compelling national governments throughout the region to adopt fiscal austerity measures. At the same time, inflationary pressures in China prompted local government authorities to raise short-term interest rates, which fueled new concerns in the spring of 2010 regarding a major engine of global economic growth. Japan encountered a drop in export activity when the yen appreciated sharply against most major currencies. Finally, demand for goods and services in the United States remained under pressure from persistently high levels of unemployment and a weak domestic housing market.
     Economic conditions generally continued to improve in Europe and the U.S. over the second half of 2010, and investor sentiment was bolstered when the U.S. Federal Reserve announced a new round of quantitative easing in the fall. Corporate earnings continued to exceed analysts’ forecasts and the U.S. and other developed economies continued to expand at moderate rates. Many of the emerging markets shrugged off the economic problems undermining more developed economies during the first half of 2010 and enjoyed strong economic growth throughout the period. China and other nations in Southeast Asia continued to attract manufacturing facilities and investment capital, helping to support an expanding middle class of consumers. A record high volume of new emerging-market corporate bond issues provided evidence of the robust capital inflows to Asia and Latin America.
     The U.S. bond market continued its strong performance run during the reporting period. U.S. investors over the reporting period continued to seek higher yields in a historically low interest-rate environment, supporting prices of mortgage-backed securities, asset-backed securities and high yield, non-investment grade corporate bonds. After U.S. Treasuries experienced a strong run up for much of 2010, they cooled off substantially in December 2010 and experienced a steep sell-off.
     During the reporting period, the Fund significantly outperformed the Index in a few areas, specifically mortgage-backed securities (MBS), commercial mortgage-backed securities (CMBS) and certain investment grade and high yield investments. MBS guaranteed by government-sponsored enterprises (GSEs) — also referred to as agency MBS — enjoyed quite good performance during the reporting period, and outperformed similar-duration Treasuries. MBS originated by private entities — otherwise known as non-agency MBS — continued to post solid returns, demonstrating, in our view, the continuing benefit of dwindling supply. This sector tends to naturally amortize, and little or no new issuance has taken place since the housing market declined. As a result of the problems in the residential real estate market, MBS, in general, have benefited from declining prepayments, which have increased the value of many mortgages. Our large relative overweight to CMBS, which posted even stronger returns than MBS, also benefited Fund performance. CMBS continued to perform well and our allocation to CMBS on average was approximately 3% larger than the Index’s during the reporting period. The Fund received a greater contribution to return from MBS than CMBS, however, due to the Fund’s much larger exposure to MBS.
     A few other areas contributed to Fund performance during the reporting period. Relative to the Index, the performance of our investments in investment grade securities significantly outperformed, primarily due to an overweight to financials and a tilt towards lower-rated, investment grade corporate debt, especially BBB-rated securities. Our investments in high yield, non-investment grade securities also performed well, as our allocations to BB-rated bonds added to the Fund’s outperformance. Lastly, a roughly 9% allocation to asset-backed securities (ABS) contributed to Fund performance. ABS are often collateralized by credit card receivables and auto loans, and these generally performed well for the Fund during the period. In the fourth quarter, the performance of credit card receivables trailed off slightly, while the performance of auto loans remained strong. The Fund had a small allocation in U.S. Government agency debt, which modestly contributed to performance as a result of stronger relative security selection.
4 | OPPENHEIMER CORE BOND FUND/VA

 


 

     The Fund had minimal exposure to U.S. Treasury securities during the period, while the Index had a roughly 33.5% allocation to them at period end. Treasuries overall produced solid performance during the reporting period with a return of approximately 6% for the Index. However, the Fund’s small allocation to Treasuries contributed to its relative outperformance versus the Index, as most other categories of the Index performed better. The Fund’s lack of direct exposure to Treasuries fared especially well in December, when they encountered a steep sell-off. During the period, we generally maintained the Fund’s duration posture in a range that was in line with the Index. We successfully used interest rate futures and other derivative instruments to help manage the Fund’s duration position.
     Looking forward, the U.S. economic recovery now appears to be firmly entrenched. Indeed, the U.S. economy appears to be strengthening on the heels of the new tax-cut stimulus, the U.S. Federal Reserve’s second round of quantitative easing, solid holiday retail sales, and improving corporate profitability. On the flip side, unemployment may continue to stay high for some time and the residential real estate market remains under pressure. We may likely see normalized growth rates with abnormally low domestic interest rates for an extended period of time. We believe credit spreads may potentially continue to narrow or stay steady into early 2011. If so, that may potentially bode well for the Fund’s overweight to corporate credit and the allocation to high yield bonds. We expect to maintain meaningful allocations to domestic high yield debt, MBS and CMBS, and continue to underweight U.S. Treasuries and U.S. Government agency debt.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.981.2871. Read the prospectus carefully before investing.
Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.
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.
Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each share class of the Fund held until December 31, 2010. In the case of Non-Service shares, performance is measured over a ten-fiscal-year period. In the case of Service shares, performance is measured from inception of the Class on May 1, 2002. Performance information does not reflect charges that apply to separate accounts investing in the Fund. If these charges were taken into account, performance would be lower. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares.
     The Fund’s performance is compared to the performance of the Citigroup Broad Investment Grade Bond Index, an index of institutionally traded U.S. Treasury Bonds, government-sponsored bonds, mortgage-backed securities and corporate securities; the Barclays Capital U.S. Aggregate Bond Index, an index of U.S. corporate and government bonds, and the Barclays Capital Credit Index, an index of non-convertible U.S. investment grade corporate bonds. Indices are unmanaged and cannot be purchased directly by investors. Index performance is shown for illustrative purposes only and does not predict or depict the performance of the Fund. The indices’ performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. 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 securities comprising the indices.
5 | OPPENHEIMER CORE BOND FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Non-Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PERFORMANCE GRAPH)
Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PERFORMANCE GRAPH)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
6 | OPPENHEIMER CORE BOND FUND/VA

 


 

FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees (if applicable); 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 December 31, 2010.
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 Period” 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 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 charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.
                         
    Beginning   Ending   Expenses
    Account   Account   Paid During
    Value   Value   6 Months Ended
  July 1, 2010   December 31, 2010   December 31, 2010
 
Actual
                       
Non-Service shares
  $ 1,000.00     $ 1,040.40     $ 3.86  
Service shares
    1,000.00       1,038.00       5.15  
 
                       
Hypothetical
(5% return before expenses)
                       
Non-Service shares
    1,000.00       1,021.42       3.83  
Service shares
    1,000.00       1,020.16       5.10  
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 fund, based on the 6-month period ended December 31, 2010 are as follows:
         
Class   Expense Ratios
 
Non-Service shares
    0.75 %
Service shares
    1.00  
The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. 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.
7 | OPPENHEIMER CORE BOND FUND/VA

 


 

STATEMENT OF INVESTMENTS December 31, 2010
                 
    Principal        
    Amount     Value  
 
Asset-Backed Securities—9.1%
               
Ally Auto Receivables Trust 2010-2, Automobile Receivables Nts.,
Series 2010-2, Cl. A2, 0.89%, 9/17/12
  $ 485,000     $ 485,960  
Ally Auto Receivables Trust 2010-4, Automobile Receivables Nts.,
Series 2010-4, Cl. A3, 0.91%, 11/17/14
    280,000       278,349  
Ally Master Owner Trust 2010-1, Asset-Backed Certificates,
Series 2010-1, Cl. A, 2.01%, 1/15/131,2
    480,000       488,955  
Ally Master Owner Trust 2010-3, Asset-Backed Certificates,
Series 2010-3, Cl. A, 2.88%, 4/15/131
    660,000       676,311  
AmeriCredit Automobile Receivables Trust 2009-1, Automobile Receivables-Backed Nts., Series 2009-1, Cl. A3, 3.04%, 10/15/13
    35,000       35,643  
AmeriCredit Automobile Receivables Trust 2010-3, Automobile Receivables-Backed Nts., Series 2010-3, Cl. A2, 0.77%, 12/9/13
    550,000       550,246  
AmeriCredit Automobile Receivables Trust 2010-4, Automobile Receivables-Backed Nts., Series 2010-4, Cl. D, 4.20%, 11/8/16
    240,000       236,550  
AmeriCredit Prime Automobile Receivables Trust 2010-1, Automobile Receivables Nts., Series 2010-1, Cl. A2, 0.97%, 1/15/13
    133,371       133,430  
AmeriCredit Prime Automobile Receivables Trust 2010-2, Automobile Receivables Nts., Series 2010-2, Cl. A2, 1.22%, 10/8/13
    195,000       195,624  
Argent Securities Trust 2006-M3, Asset-Backed Pass-Through Certificates,
Series 2006-M3, Cl. A2B, 0.361%, 9/25/362
    20,792       7,793  
Bank of America Auto Trust 2010-2, Automobile Receivables,
Series 2010-2, Cl. A2, 0.91%, 10/15/12
    530,000       531,062  
Capital One Multi-Asset Execution Trust, Credit Card Asset-Backed Certificates,
Series 2008-A5, Cl. A5, 4.85%, 2/18/14
    550,000       556,880  
Centre Point Funding LLC, Asset-Backed Nts.,
Series 2010-1A, Cl. 1, 5.43%, 7/20/151
    135,471       140,136  
Chrysler Financial Lease Trust, Asset-Backed Nts.,
Series 2010-A, Cl. A2, 1.78%, 6/15/111
    253,239       253,567  
Citibank Credit Card Issuance Trust, Credit Card Receivable Nts.,
Series 2003-C4, Cl. C4, 5%, 6/10/15
    310,000       326,145  
Citibank Omni Master Trust, Credit Card Receivables,
Series 2009-A8, Cl. A8, 2.36%, 5/16/161,2
    620,000       627,919  
CNH Equipment Trust, Asset-Backed Certificates:
               
Series 2009-B, Cl. A3, 2.97%, 3/15/13
    156,782       157,468  
Series 2010-A, Cl. A2, 0.81%, 3/25/15
    467,003       467,219  
Countrywide Home Loans, Asset-Backed Certificates:
               
Series 2002-4, Cl. A1, 1.001%, 2/25/332
    26,188       23,777  
Series 2005-16, Cl. 2AF2, 5.382%, 5/1/362
    527,911       452,214  
Series 2005-17, Cl. 1AF2, 5.363%, 5/1/362
    294,910       237,278  
CWABS Asset-Backed Certificates Trust 2006-25, Asset-Backed Certificates,
Series 2006-25, Cl. 2A2, 0.381%, 6/25/472
    40,000       35,813  
DaimlerChrysler Auto Trust 2007-A, Automobile Receivable Nts.,
Series 2007-A, Cl. A4, 5.28%, 3/8/13
    503,949       516,307  
DT Auto Owner Trust, Automobile Receivable Nts.,
Series 2009-1, Cl. A1, 2.98%, 10/15/151
    270,393       272,493  
First Franklin Mortgage Loan Trust 2006-FF10, Mtg. Pass-Through Certificates,
Series 2006-FF10, Cl. A3, 0.351%, 7/25/362
    8,728       8,584  
First Franklin Mortgage Loan Trust 2006-FF9, Mtg. Pass-Through Certificates,
Series 2006-FF9, Cl. 2A2, 0.371%, 7/7/362
    5,313       5,061  
Ford Credit Auto Lease Trust, Automobile Receivable Nts.:
               
Series 2010-A, Cl. A, 1.04%, 3/15/131
    261,340       261,575  
Series 2010-B, Cl. A2, 0.75%, 10/15/123
    505,000       505,001  
Ford Credit Auto Owner Trust, Automobile Receivable Nts.:
               
Series 2009-E, Cl. A2, 0.80%, 3/15/12
    467,857       468,098  
Series 2010-A, Cl. A4, 2.15%, 6/15/15
    670,000       682,676  
Ford Credit Floorplan Master Owner Trust 2009-2, Asset-Backed Nts.,
Series 2009-2, Cl. A, 1.81%, 9/15/122
    470,000       477,090  
Ford Credit Floorplan Master Owner Trust 2010-1, Asset-Backed Nts.,
Series 2010-1, Cl. A, 1.91%, 12/15/141,2
    490,000       499,227  
Harley-Davidson Motorcycle Trust 2006-3, Motorcycle Contract-Backed Nts.,
Series 2006-3, Cl. A4, 5.22%, 6/15/13
    338,508       344,535  
8 | OPPENHEIMER CORE BOND FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Asset-Backed Securities Continued
               
Harley-Davidson Motorcycle Trust 2009-2, Motorcycle Contract-Backed Nts.,
Series 2009-2, Cl. A2, 2%, 7/15/12
  $ 33,356     $ 33,376  
Hertz Vehicle Financing LLC, Automobile Receivable Nts.,
Series 2010-1A, Cl. A1, 2.60%, 2/15/141
    495,000       499,783  
HSBC Home Equity Loan Trust 2005-3, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2005-3, Cl. A1, 0.521%, 1/20/352
    463,268       444,898  
HSBC Home Equity Loan Trust 2006-4, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-4, Cl. A2V, 0.371%, 3/20/362
    9,548       9,511  
Mastr Asset-Backed Securities Trust 2006-WMC3, Mtg. Pass-Through Certificates,
Series 2006-WMC3, Cl. A3, 0.361%, 8/25/362
    67,138       25,045  
Merrill Auto Trust Securitization 2007-1, Asset-Backed Nts.,
Series 2007-1, Cl. A4, 0.32%, 12/15/132
    301,902       301,111  
Morgan Stanley Resecuritization Trust, Automobile Receivable Nts.,
Series 2010-F, Cl. A, 0.511%, 6/17/111,2
    340,000       339,243  
Navistar Financial Dealer Note Master Owner Trust, Asset-Backed Nts.,
Series 2010-1, Cl. A, 1.911%, 1/26/151,2
    790,000       791,926  
NC Finance Trust, Collateralized Mtg. Obligation Pass-Through Certificates,
Series 1999-I, Cl. ECFD, 1/25/293,4
    3,370,016       404,402  
Nissan Auto Lease Trust 2010-B, Automobile Asset-Backed Nts.,
Series 2010-B, Cl. A3, 1%, 12/15/13
    440,000       439,465  
Nissan Master Owner Trust, Automobile Receivable Nts.,
Series 2010-AA, Cl. A, 1.41%, 1/15/131,2
    485,000       490,727  
RASC Series 2006-KS7 Trust, Home Equity Mtg. Asset-Backed Pass-Through Certificates, Series 2006-KS7, Cl. A2, 0.361%, 9/25/362
    8,256       8,212  
Santander Drive Auto Receivables Trust 2010-2, Automobile Receivables Nts.,
Series 2010-2, Cl. A2, 0.95%, 8/15/13
    485,000       485,648  
Santander Drive Auto Receivables Trust 2010-3, Automobile Receivables Nts.,
Series 2010-3, Cl. C, 3.06%, 11/15/17
    485,000       482,619  
Toyota Auto Receivable Owner Trust 2010-B, Automobile Receivable Nts.,
Series 2010-B, Cl. A2, 0.74%, 7/16/12
    575,000       575,855  
Volkswagen Auto Lease Trust 2010-A, Automobile Receivable Nts.,
Series 2010-A, Cl. A3, 0.99%, 11/20/13
    440,000       439,269  
World Financial Network Credit Card Master Note Trust, Credit Card Receivables,
Series 2009-A, Cl. A, 4.60%, 9/15/15
    465,000       478,162  
 
             
Total Asset-Backed Securities
(Cost $20,162,819)
            17,188,238  
 
               
Mortgage-Backed Obligations—75.9%
               
Government Agency—62.8%
               
FHLMC/FNMA/FHLB/Sponsored—62.5%
               
Federal Home Loan Mortgage Corp.:
               
5%, 12/15/34
    27,202       28,721  
5.50%, 9/1/39
    1,585,041       1,690,362  
6%, 5/15/18-10/15/29
    3,390,794       3,721,858  
6.50%, 4/15/18-4/1/34
    744,930       830,301  
7%, 8/15/16-10/1/37
    430,772       484,671  
7%, 10/1/315
    471,399       537,618  
8%, 4/1/16
    240,914       265,089  
9%, 8/1/22-5/1/25
    79,653       90,199  
10.50%, 11/14/20
    2,932       3,370  
Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment Conduit Multiclass
Pass-Through Certificates:
               
Series 151, Cl. F, 9%, 5/15/21
    18,409       21,289  
Series 1674, Cl. Z, 6.75%, 2/15/24
    60,071       67,245  
Series 2006-11, Cl. PS, 23.611%, 3/25/362
    466,948       659,355  
Series 2034, Cl. Z, 6.50%, 2/15/28
    7,160       8,021  
Series 2042, Cl. N, 6.50%, 3/15/28
    20,672       23,804  
Series 2043, Cl. ZP, 6.50%, 4/15/28
    748,125       777,736  
Series 2046, Cl. G, 6.50%, 4/15/28
    59,597       63,823  
Series 2053, Cl. Z, 6.50%, 4/15/28
    8,540       9,657  
Series 2066, Cl. Z, 6.50%, 6/15/28
    1,091,677       1,223,406  
Series 2195, Cl. LH, 6.50%, 10/15/29
    716,652       817,040  
Series 2220, Cl. PD, 8%, 3/15/30
    3,107       3,636  
Series 2326, Cl. ZP, 6.50%, 6/15/31
    209,156       241,004  
Series 2461, Cl. PZ, 6.50%, 6/15/32
    971,948       1,083,950  
Series 2470, Cl. LF, 1.26%, 2/15/322
    9,009       9,211  
Series 2500, Cl. FD, 0.76%, 3/15/322
    178,918       180,022  
Series 2526, Cl. FE, 0.66%, 6/15/292
    269,493       270,537  
Series 2538, Cl. F, 0.86%, 12/15/322
    1,227,874       1,240,157  
Series 2551, Cl. FD, 0.66%, 1/15/332
    184,696       185,382  
Series 2638, Cl. KG, 4%, 11/1/27
    1,177,219       1,187,982  
Series 2648, Cl. JE, 3%, 2/1/30
    303,718       305,106  
Series 2663, Cl. BA, 4%, 8/1/16
    373,729       381,017  
Series 2686, Cl. CD, 4.50%, 2/1/17
    319,551       326,051  
Series 2750, Cl. XG, 5%, 2/1/34
    130,000       135,783  
9 | OPPENHEIMER CORE BOND FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
FHLMC/FNMA/FHLB/Sponsored Continued
               
Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment Conduit
Multiclass Pass-Through Certificates: Continued
               
Series 2890, Cl. PE, 5%, 11/1/34
  $ 130,000     $ 135,762  
Series 2907, Cl. GC, 5%, 6/1/27
    217,931       221,905  
Series 2911, Cl. CU, 5%, 2/1/28
    538,138       547,867  
Series 2929, Cl. PC, 5%, 1/1/28
    218,837       222,094  
Series 2936, Cl. PE, 5%, 2/1/35
    69,000       72,199  
Series 2939, Cl. PE, 5%, 2/15/35
    247,000       258,136  
Series 2952, Cl. GJ, 4.50%, 12/1/28
    105,046       106,051  
Series 3019, Cl. MD, 4.75%, 1/1/31
    438,539       450,755  
Series 3025, Cl. SJ, 23.796%, 8/15/352
    93,159       129,874  
Series 3094, Cl. HS, 23.429%, 6/15/342
    266,263       349,837  
Series 3242, Cl. QA, 5.50%, 3/1/30
    314,076       323,567  
Series 3291, Cl. NA, 5.50%, 10/1/27
    92,982       94,062  
Series 3306, Cl. PA, 5.50%, 10/1/27
    320,845       324,241  
Series R001, Cl. AE, 4.375%, 4/1/15
    208,022       212,180  
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
               
Series 205, Cl. IO, 9.41%, 9/1/296
    23,220       4,877  
Series 206, Cl. IO, 0%, 12/1/296,7
    290,274       71,906  
Series 2074, Cl. S, 57.597%, 7/17/286
    4,941       970  
Series 2079, Cl. S, 73.347%, 7/17/286
    8,629       1,809  
Series 2130, Cl. SC, 51.625%, 3/15/296
    336,726       60,164  
Series 243, Cl. 6, 2.173%, 12/15/326
    348,919       67,972  
Series 2526, Cl. SE, 42.143%, 6/15/296
    12,171       2,173  
Series 2527, Cl. SG, 40.749%, 2/15/326
    650,286       30,901  
Series 2531, Cl. ST, 58.869%, 2/15/306
    250,173       15,777  
Series 2796, Cl. SD, 68.618%, 7/15/266
    555,394       98,411  
Series 2802, Cl. AS, 96.534%, 4/15/336
    392,608       34,942  
Series 2819, Cl. S, 53.547%, 6/15/346
    108,890       19,087  
Series 2920, Cl. S, 66.499%, 1/15/356
    1,977,742       284,507  
Series 3004, Cl. SB, 99.999%, 7/15/356
    118,947       16,857  
Series 3110, Cl. SL, 99.999%, 2/15/266
    316,224       40,560  
Federal Home Loan Mortgage Corp., Principal-Only Stripped Mtg.-Backed Security,
Series 176, Cl. PO, 4.219%, 6/1/268
    127,827       107,791  
Federal National Mortgage Assn.:
               
3.50%, 1/1/26-1/1/419
    7,785,000       7,740,579  
4%, 1/1/419
    10,880,000       10,825,600  
4.50%, 1/1/26-1/1/419
    16,140,000       16,631,401  
5%, 2/25/22-7/25/22
    21,421       22,742  
5%, 1/1/419
    13,273,000       13,955,312  
5.285%, 10/1/36
    233,549       244,802  
5.50%, 1/1/26-1/1/419
    13,066,000       13,983,208  
6%, 11/1/34-6/1/35
    3,858,695       4,248,310  
6%, 1/1/419
    3,215,000       3,494,808  
6.50%, 3/25/11-1/1/34
    1,249,685       1,367,450  
6.50%, 8/25/175
    213,824       234,004  
6.50%, 1/1/419
    2,816,000       3,129,719  
7%, 11/1/17-7/25/35
    708,621       775,519  
7.50%, 1/1/33
    13,438       15,412  
8.50%, 7/1/32
    21,912       24,686  
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit
Multiclass Pass-Through Certificates:
               
Trust 1989-17, Cl. E, 10.40%, 4/25/19
    16,927       21,032  
Trust 1993-87, Cl. Z, 6.50%, 6/25/23
    695,596       775,466  
Trust 1998-58, Cl. PC, 6.50%, 10/25/28
    591,167       652,231  
Trust 1998-61, Cl. PL, 6%, 11/25/28
    309,056       341,584  
Trust 1999-54, Cl. LH, 6.50%, 11/25/29
    463,992       512,432  
Trust 2001-44, Cl. QC, 6%, 9/25/16
    28,924       31,271  
Trust 2001-51, Cl. OD, 6.50%, 10/25/31
    35,605       40,620  
Trust 2001-74, Cl. QE, 6%, 12/25/31
    876,487       968,288  
Trust 2002-12, Cl. PG, 6%, 3/25/17
    14,869       16,133  
Trust 2003-28, Cl. KG, 5.50%, 4/25/23
    3,964,000       4,335,208  
Trust 2004-101, Cl. BG, 5%, 1/25/20
    1,975,000       2,112,279  
Trust 2004-81, Cl. KC, 4.50%, 4/1/17
    234,679       238,539  
Trust 2004-9, Cl. AB, 4%, 7/1/17
    661,604       679,437  
Trust 2005-100, Cl. BQ, 5.50%, 11/25/25
    1,160,000       1,249,380  
Trust 2005-12, Cl. JC, 5%, 6/1/28
    513,807       525,190  
Trust 2005-22, Cl. EC, 5%, 10/1/28
    202,328       207,062  
Trust 2005-30, Cl. CU, 5%, 4/1/29
    190,118       195,379  
Trust 2006-110, Cl. PW, 5.50%, 5/25/28
    47,490       48,408  
Trust 2006-46, Cl. SW, 23.244%, 6/25/362
    355,768       492,818  
Trust 2006-50, Cl. KS, 23.244%, 6/25/362
    582,911       795,267  
Trust 2006-57, Cl. PA, 5.50%, 8/25/27
    320,242       322,765  
Trust 2009-36, Cl. FA, 1.201%, 6/25/372
    709,683       723,559  
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
               
Trust 2001-61, Cl. SH, 50.113%, 11/18/316
    35,960       6,735  
Trust 2001-63, Cl. SD, 41.204%, 12/18/316
    10,970       2,026  
Trust 2001-65, Cl. S, 47.552%, 11/25/316
    902,242       168,768  
Trust 2001-68, Cl. SC, 32.641%, 11/25/316
    7,521       1,371  
Trust 2001-81, Cl. S, 37.52%, 1/25/326
    240,840       47,747  
Trust 2002-28, Cl. SA, 40.314%, 4/25/326
    6,246       1,083  
Trust 2002-38, Cl. SO, 58.831%, 4/25/326
    14,936       2,674  
Trust 2002-39, Cl. SD, 45.877%, 3/18/326
    9,876       1,950  
Trust 2002-47, Cl. NS, 35.828%, 4/25/326
    621,556       116,728  
Trust 2002-48, Cl. S, 36.642%, 7/25/326
    10,314       1,893  
Trust 2002-51, Cl. S, 36.117%, 8/25/326
    570,591       107,070  
Trust 2002-52, Cl. SD, 42.698%, 9/25/326
    695,123       137,979  
Trust 2002-52, Cl. SL, 38.254%, 9/25/326
    6,456       1,213  
Trust 2002-53, Cl. SK, 43.546%, 4/25/326
    34,412       6,722  
Trust 2002-56, Cl. SN, 39.116%, 7/25/326
    14,063       2,582  
Trust 2002-60, Cl. SM, 45.772%, 8/25/326
    119,586       17,842  
Trust 2002-7, Cl. SK, 45.81%, 1/25/326
    55,778       8,550  
Trust 2002-77, Cl. BS, 40.651%, 12/18/326
    73,919       12,027  
Trust 2002-77, Cl. IS, 52.767%, 12/18/326
    25,447       4,977  
Trust 2002-77, Cl. JS, 36.871%, 12/18/326
    120,370       19,100  
Trust 2002-77, Cl. SA, 38.391%, 12/18/326
    114,356       18,673  
Trust 2002-77, Cl. SH, 47.759%, 12/18/326
    317,493       59,464  
Trust 2002-84, Cl. SA, 48.202%, 12/25/326
    803,065       137,869  
Trust 2002-9, Cl. MS, 36.577%, 3/25/326
    11,952       2,162  
Trust 2002-90, Cl. SN, 47.493%, 8/25/326
    61,521       9,182  
Trust 2002-90, Cl. SY, 51.565%, 9/25/326
    40,192       6,185  
Trust 2003-26, Cl. DI, 8.559%, 4/25/336
    23,580       4,972  
Trust 2003-33, Cl. SP, 49.559%, 5/25/336
    858,985       149,124  
10 | OPPENHEIMER CORE BOND FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
FHLMC/FNMA/FHLB/Sponsored Continued
               
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security: Continued
               
Trust 2003-4, Cl. S, 44.233%, 2/25/336
  $ 558,979     $ 104,929  
Trust 2003-89, Cl. XS, 53.473%, 11/25/326
    478,215       36,036  
Trust 2004-54, Cl. DS, 51.461%, 11/25/306
    487,091       62,003  
Trust 2005-14, Cl. SE, 41.477%, 3/25/356
    399,494       54,513  
Trust 2005-40, Cl. SA, 65.797%, 5/25/356
    1,115,101       186,456  
Trust 2005-40, Cl. SB, 80.731%, 5/25/356
    53,400       8,452  
Trust 2005-71, Cl. SA, 68.363%, 8/25/256
    1,379,284       188,386  
Trust 2005-93, Cl. SI, 17.83%, 10/25/356
    1,029,019       127,177  
Trust 2006-60, Cl. DI, 41.383%, 4/25/356
    287,488       42,034  
Trust 2008-67, Cl. KS, 34.057%, 8/25/346
    2,800,395       209,805  
Trust 221, Cl. 2, 32.909%, 5/1/236
    8,585       1,715  
Trust 222, Cl. 2, 21.249%, 6/1/236
    994,525       186,343  
Trust 252, Cl. 2, 32.983%, 11/1/236
    850,922       171,681  
Trust 294, Cl. 2, 11.431%, 2/1/286
    93,434       18,520  
Trust 301, Cl. 2, 2.60%, 4/1/296
    11,277       2,263  
Trust 303, Cl. IO, 5.001%, 11/1/296
    146,700       36,363  
Trust 320, Cl. 2, 9.699%, 4/1/326
    672,824       185,123  
Trust 321, Cl. 2, 0.909%, 4/1/326
    2,145,325       552,680  
Trust 324, Cl. 2, 0.035%, 7/1/326
    22,483       4,828  
Trust 331, Cl. 5, 0%, 2/1/336,7
    30,194       5,422  
Trust 331, Cl. 9, 14.883%, 2/1/336
    542,709       100,608  
Trust 334, Cl. 12, 0%, 2/1/336,7
    53,933       9,421  
Trust 334, Cl. 17, 22.94%, 2/1/336
    378,513       71,988  
Trust 339, Cl. 12, 0%, 7/1/336,7
    731,423       129,129  
Trust 339, Cl. 7, 0%, 7/1/336,7
    1,810,011       308,237  
Trust 343, Cl. 13, 3.941%, 9/1/336
    669,434       116,134  
Trust 343, Cl. 18, 5.387%, 5/1/346
    193,443       33,564  
Trust 345, Cl. 9, 3.322%, 1/1/346
    891,758       152,449  
Trust 351, Cl. 10, 13.571%, 4/1/346
    266,260       45,713  
Trust 351, Cl. 8, 0%, 4/1/346,7
    418,833       72,009  
Trust 356, Cl. 10, 0%, 6/1/356,7
    348,841       59,567  
Trust 356, Cl. 12, 0%, 2/1/356,7
    174,652       29,941  
Trust 362, Cl. 13, 0.217%, 8/1/356
    615,095       103,675  
Trust 364, Cl. 15, 0%, 9/1/356,7
    38,231       6,214  
Trust 364, Cl. 16, 0%, 9/1/356,7
    742,332       131,305  
Trust 365, Cl. 16, 0%, 3/1/366,7
    1,131,912       215,792  
Federal National Mortgage Assn., Principal-Only Stripped Mtg.-Backed Security,
Trust 1993-184, Cl. M, 4.754%, 9/25/238
    306,670       273,750  
 
             
 
            118,259,430  
 
               
GNMA/Guaranteed—0.3%
               
Government National Mortgage Assn.:
               
7%, 12/29/23-3/15/26
    31,252       35,743  
8.50%, 8/1/17-12/15/17
    116,827       131,447  
Government National Mortgage Assn., Gtd. Real Estate Mtg. Investment
Conduit Pass-Through Certificates:
               
Series 1999-32, Cl. ZB, 8%, 9/16/29
    84,459       101,662  
Series 2000-7, Cl. Z, 8%, 1/16/30
    36,181       42,262  
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
               
Series 1998-19, Cl. SB, 61.128%, 7/16/286
    17,912       3,806  
Series 2001-21, Cl. SB, 88.689%, 1/16/276
    650,598       100,840  
Series 2002-15, Cl. SM, 77.353%, 2/16/326
    669,738       103,694  
Series 2004-11, Cl. SM, 69.385%, 1/17/306
    500,369       94,915  
 
             
 
            614,369  
 
               
Non-Agency—13.1%
               
Commercial—9.9%
               
Asset Securitization Corp., Commercial Interest-Only Stripped Mtg.-Backed Security,
Series 1997-D4, Cl. PS1, 0.174%, 4/14/296
    7,900,610       248,515  
Banc of America Commercial Mortgage, Inc., Commercial Mtg. Pass-Through Certificates:
               
Series 2006-1, Cl. AM, 5.421%, 9/1/45
    1,280,000       1,301,778  
Series 2007-1, Cl. A4, 5.451%, 1/1/17
    710,000       741,791  
Series 2007-1, Cl. AMFX, 5.482%, 1/1/49
    900,000       881,309  
Capital Lease Funding Securitization LP, Interest-Only Corporate-Backed Pass-Through Certificates, Series 1997-CTL1, 0%, 6/22/241,6,7
    5,456,973       253,300  
CHL Mortgage Pass-Through Trust 2005-17, Mtg. Pass-Through Certificates,
Series 2005-17, Cl. 1A8, 5.50%, 9/1/35
    75,767       67,227  
Citigroup, Inc./Deutsche Bank 2007-CD4 Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-CD4, Cl. A2B, 5.205%, 12/11/49
    380,000       390,930  
Deutsche Mortgage & Asset Receiving, Commercial Mtg. Pass-Through Certificates,
Series 2010-C1, Cl. A1, 3.156%, 7/1/461
    593,941       595,926  
Deutsche Mortgage & Asset Receiving, Commercial Mtg. Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security, Series 2010-C1, Cl. XPA, 4.82%, 9/1/203,6
    4,765,000       425,456  
11 | OPPENHEIMER CORE BOND FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Commercial Continued
               
First Horizon Alternative Mortgage Securities Trust 2004-FA2, Mtg. Pass-Through Certificates, Series 2004-FA2, Cl. 3A1, 6%, 1/25/35
  $ 544,419     $ 546,671  
First Horizon Alternative Mortgage Securities Trust 2007-FA2, Mtg. Pass-Through Certificates, Series 2007-FA2, Cl. 1A1, 5.50%, 4/25/37
    218,573       158,207  
First Horizon Mortgage Pass-Through Trust 2007-AR3, Mtg. Pass-Through Certificates, Series 2007-AR3, Cl. 1A1, 6.052%, 11/1/372
    449,542       367,655  
GE Capital Commercial Mortgage Corp., Commercial Mtg. Obligations,
Series 2004-C3, Cl. A2, 4.433%, 7/10/39
    7,056       7,097  
Impac CMB Trust Series 2005-4, Collateralized Asset-Backed Bonds,
Series 2005-4, Cl. 1A1A, 0.801%, 5/25/352
    619,888       468,810  
IndyMac INDX Mortgage Loan Trust 2005-AR23, Mtg. Pass-Through Certificates,
Series 2005-AR23, Cl. 6A1, 5.214%, 11/1/352
    767,364       592,984  
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mtg.
Pass-Through Certificates:
               
Series 2010-C2, Cl. A2, 3.616%, 11/1/431
    710,000       688,449  
Series 2007-LDPX, Cl. A2S2, 5.187%, 1/1/493
    2,310,000       2,333,562  
Series 2007-LDPX, Cl. A2S, 5.305%, 1/15/49
    1,640,000       1,679,544  
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7, Commercial Mtg.
Pass-Through Certificates, Series 2006-LDP7, 5.872%, 4/1/452
    1,175,000       1,220,516  
JPMorgan Mortgage Trust 2007-S3, Mtg. Pass-Through Certificates,
Series 2007-S3, Cl. 1A90, 7%, 7/1/37
    733,464       572,783  
LB-UBS Commercial Mortgage Trust 2006-C3, Commercial Mtg. Pass-Through Certificates, Series 2006-C3, Cl. AM, 5.712%, 3/11/39
    85,000       86,192  
LB-UBS Commercial Mortgage Trust 2007-C1, Commercial Mtg. Pass-Through Certificates, Series 2007-C1, Cl. A2, 5.318%, 1/15/12
    465,000       476,955  
Lehman Brothers Commercial Conduit Mortgage Trust, Interest-Only Stripped Mtg.-Backed Security, Series 1998-C1, Cl. IO, 0%, 2/18/306,7
    3,652,229       83,661  
Lehman Structured Securities Corp., Commercial Mtg. Pass-Through Certificates,
Series 2002-GE1, Cl. A, 2.514%, 7/1/241
    163,342       121,406  
Mastr Alternative Loan Trust 2004-6, Mtg. Pass-Through Certificates,
Series 2004-6, Cl. 10A1, 6%, 7/25/34
    1,047,699       1,045,760  
Merrill Lynch Mortgage Investors Trust 2005-A5, Mtg. Pass-Through Certificates,
Series 2005-A5, Cl. A9, 2.752%, 6/1/352
    591,391       524,751  
ML-CFC Commercial Mortgage Trust 2006-3, Commercial Mtg. Pass-Through Certificates, Series 2006-3, Cl. AM, 5.456%, 7/12/46
    1,000,000       1,011,051  
Salomon Brothers Mortgage Securities VII, Inc., Interest-Only Commercial Mtg. Pass-Through Certificates, Series 1999-C1, Cl. X, 0%, 5/18/326,7
    45,455,038       170,775  
Wachovia Bank Commercial Mortgage Trust 2007-C34, Commercial Mtg. Pass-Through Certificates, Series 2007-C34, Cl. A3, 5.678%, 7/1/17
    520,000       543,460  
WaMu Mortgage Pass-Through Certificates 2005-AR14 Trust, Mtg. Pass-Through Certificates, Series 2005-AR14, Cl. 1A4, 2.671%, 12/1/352
    408,310       351,867  
Wells Fargo Commercial Mortgage Trust 2010-C1, Commercial Mtg. Pass-Through Certificates, Series 2010-C1, Cl. A1, 3.349%, 10/1/571
    382,914       384,121  
Wells Fargo Mortgage-Backed Securities 2007-AR8 Trust, Mtg. Pass-Through Certificates, Series 2007-AR8, Cl. A1, 6.134%, 11/1/372
    552,898       448,859  
 
             
 
            18,791,368  
 
               
Multifamily—0.9%
               
Citigroup Mortgage Loan Trust, Inc. 2006-AR3, Mtg. Pass-Through Certificates,
Series 2006-AR3, Cl. 1 A2A, 5.77%, 6/1/362
    499,685       465,983  
GE Capital Commercial Mortgage Corp., Commercial Mtg. Pass-Through Certificates, Series 2001-3, Cl. A2, 6.07%, 6/1/38
    640,000       657,289  
12 | OPPENHEIMER CORE BOND FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Multifamily Continued
               
Wells Fargo Mortgage-Backed Securities 2006-AR6 Trust, Mtg. Pass-Through Certificates, Series 2006-AR6, Cl. 3A1, 3.203%, 3/25/362
  $ 589,946     $ 525,603  
 
             
 
            1,648,875  
 
               
Other—0.0%
               
Salomon Brothers Mortgage Securities VI, Inc., Interest-Only Stripped Mtg.-Backed Security, Series 1987-3, Cl. B, 0%, 10/23/176,7
    9       1  
Salomon Brothers Mortgage Securities VI, Inc., Principal-Only Stripped Mtg.-Backed Security, Series 1987-3, Cl. A, 4.173%, 10/23/178
    1,277       1,247  
 
             
 
            1,248  
 
               
Residential—2.3%
               
CHL Mortgage Pass-Through Trust 2005-30, Mtg. Pass-Through Certificates,
Series 2005-30, Cl. A5, 5.50%, 1/1/36
    471,181       455,428  
CHL Mortgage Pass-Through Trust 2005-J4, Mtg. Pass-Through Certificates,
Series 2005-J4, Cl. A7, 5.50%, 11/1/35
    39,582       32,566  
GSR Mortgage Loan Trust 2006-5F, Mtg. Pass-Through Certificates,
Series 2006-5F, Cl. 2A1, 6%, 6/1/36
    613,494       591,126  
JPMorgan Alternative Loan Trust 2006-S4, Mtg. Pass-Through Certificates,
Series 2006-S4, Cl. A6, 5.71%, 12/1/36
    552,479       498,176  
Merrill Lynch Mortgage Investors Trust 2006-3, Mtg. Pass-Through Certificates,
Series MLCC 2006-3, Cl. 2A1, 6.025%, 10/25/362
    54,930       50,912  
RALI Series 2003-QS1 Trust, Mtg. Asset-Backed Pass-Through Certificates,
Series 2003-QS1, Cl. A2, 5.75%, 1/25/33
    314,306       316,660  
RALI Series 2006-QS13 Trust:
               
Mtg. Asset-Backed Pass-Through Certificates,
Series 2006-QS13, Cl. 1A5, 6%, 9/25/36
    64,822       41,120  
Mtg. Asset-Backed Pass-Through Certificates,
Series 2006-QS13, Cl. 1A8, 6%, 9/25/36
    2,272       1,441  
RALI Series 2007-QS6 Trust, Mtg. Asset-Backed Pass-Through Certificates,
Series 2007-QS6, Cl. A28, 5.75%, 4/25/37
    27,853       17,412  
Structured Adjustable Rate Mortgage Loan Trust, Mtg. Pass-Through Certificates,
Series 2004-5, Cl. 3A1, 2.602%, 5/1/342
    259,845       245,800  
WaMu Mortgage Pass-Through Certificates 2007-HY1 Trust, Mtg. Pass-Through Certificates,
Series 2007-HY1, Cl. 4A1, 5%, 2/1/372
    66,129       52,339  
WaMu Mortgage Pass-Through Certificates 2007-HY7 Trust, Mtg. Pass-Through Certificates,
Series 2007-HY7, Cl. 2A1, 5.629%, 7/1/372
    603,739       425,215  
WaMu Mortgage Pass-Through Certificates Series 2007-HY5 Trust, Mtg. Pass-Through Certificates,
Series 2007-HY5, Cl. 3A1, 5.743%, 5/1/372
    1,018,966       931,998  
Wells Fargo Alternative Loan 2007-PA5 Trust, Mtg. Asset-Backed Pass-Through Certificates,
Series 2007-PA5, Cl. 1A1, 6.25%, 11/1/37
    412,424       360,689  
Wells Fargo Mortgage-Backed Securities 2004-R Trust, Mtg. Pass-Through Certificates,
Series 2004-R, Cl. 2A1, 2.872%, 9/1/342
    273,041       265,076  
 
             
 
            4,285,958  
 
             
Total Mortgage-Backed Obligations
(Cost $140,426,578)
            143,601,248  
 
               
U.S. Government Obligations—1.6%
               
Federal Home Loan Mortgage Corp. Nts.:
               
1.75%, 9/10/15
    820,000       806,901  
5%, 2/16/17
    295,000       332,586  
5.25%, 4/18/16
    515,000       589,789  
Federal National Mortgage Assn. Nts.:
               
1.625%, 10/26/15
    745,000       726,970  
4.875%, 12/15/16
    240,000       269,404  
5%, 3/15/16
    320,000       361,932  
 
             
Total U.S. Government Obligations
(Cost $3,080,620)
            3,087,582  
 
               
Corporate Bonds and Notes—35.1%
               
Consumer Discretionary—4.6%
               
Auto Components—0.2%
               
BorgWarner, Inc., 4.625% Sr. Unsec. Unsub. Nts., 9/15/20
    424,000       419,409  
Diversified Consumer Services—0.3%
               
Service Corp. International, 6.75% Sr. Unsec. Nts., 4/1/15
    475,000       489,250  
13 | OPPENHEIMER CORE BOND FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Hotels, Restaurants & Leisure—0.7%
               
Hyatt Hotels Corp., 5.75% Sr. Unsec. Unsub. Nts., 8/15/151
  $ 725,000     $ 759,076  
Marriott International, Inc., 6.20% Sr. Unsec. Unsub. Nts., 6/15/16
    526,000       575,767  
 
             
 
            1,334,843  
 
               
Household Durables—0.7%
               
Fortune Brands, Inc., 6.375% Sr. Unsec. Unsub. Nts., 6/15/14
    370,000       401,304  
Jarden Corp., 6.125% Sr. Unsec. Nts., 11/15/22
    489,000       468,829  
Whirlpool Corp., 8% Sr. Unsec. Nts., 5/1/12
    380,000       409,625  
 
             
 
            1,279,758  
 
               
Leisure Equipment & Products—0.5%
               
Mattel, Inc.:
               
5.625% Sr. Unsec. Nts., 3/15/13
    395,000       424,885  
6.125% Sr. Unsec. Nts., 6/15/11
    455,000       464,683  
 
             
 
            889,568  
 
               
Media—1.8%
               
Comcast Cable Communications Holdings, Inc., 9.455% Sr. Unsec. Nts., 11/15/22
    292,000       404,803  
DirecTV Holdings LLC/ DirecTV Financing Co., Inc., 7.625% Sr. Unsec. Unsub. Nts., 5/15/16
    850,000       943,483  
Interpublic Group of Co., Inc. (The), 10% Sr. Unsec. Nts., 7/15/17
    405,000       475,875  
Lamar Media Corp., 9.75% Sr. Unsec. Nts., 4/1/14
    438,000       505,890  
Time Warner Entertainment Co. LP, 8.375% Sr. Nts., 7/15/33
    257,000       325,251  
Viacom, Inc., 7.875% Sr. Unsec. Debs., 7/30/30
    270,000       319,638  
Virgin Media Secured Finance plc, 6.50% Sr. Sec. Nts., 1/15/18
    480,000       507,600  
 
             
 
            3,482,540  
 
               
Specialty Retail—0.4%
               
Staples, Inc., 7.75% Sr. Unsec. Unsub. Nts., 4/1/11
    680,000       690,987  
Consumer Staples—1.9%
               
Beverages—0.7%
               
Anheuser-Busch InBev Worldwide, Inc., 7.75% Sr. Unsec. Unsub. Nts., 1/15/191
    700,000       872,400  
Constellation Brands, Inc., 8.375% Sr. Nts., 12/15/14
    445,000       488,388  
 
             
 
            1,360,788  
 
               
Food & Staples Retailing—0.2%
               
Delhaize Group, 5.70% Sr. Unsec. Nts., 10/1/401
    305,000       291,336  
Food Products—0.5%
               
Bunge Ltd. Finance Corp.:
               
5.35% Sr. Unsec. Unsub. Nts., 4/15/14
    210,000       220,900  
8.50% Sr. Unsec. Nts., 6/15/19
    200,000       234,869  
TreeHouse Foods, Inc., 7.75% Sr. Unsec. Nts., 3/1/18
    470,000       510,538  
 
             
 
            966,307  
 
               
Tobacco—0.5%
               
Altria Group, Inc., 10.20% Sr. Unsec. Nts., 2/6/39
    515,000       746,518  
Lorillard Tobacco Co., 8.125% Sr. Unsec. Nts., 5/1/40
    270,000       277,632  
 
             
 
            1,024,150  
 
               
Energy—3.6%
               
Energy Equipment & Services—0.4%
               
Rowan Cos., Inc., 5% Sr. Unsec. Nts., 9/1/17
    400,000       404,049  
Weatherford International Ltd., 6.50% Sr. Unsec. Bonds, 8/1/36
    308,000       315,559  
 
             
 
            719,608  
 
               
Oil, Gas & Consumable Fuels—3.2%
               
Cloud Peak Energy Resources LLC, 8.25% Sr. Unsec. Unsub. Nts., 12/15/17
    445,000       480,044  
Energy Transfer Partners LP:
               
5.65% Sr. Unsec. Unsub. Nts., 8/1/12
    179,000       189,723  
7.50% Sr. Unsec. Unsub. Bonds, 7/1/38
    345,000       402,552  
Enterprise Products Operating LLP, 7.50% Sr. Unsec. Unsub. Nts., 2/1/11
    515,000       517,284  
Kaneb Pipe Line Operating Partnership LP, 5.875% Sr. Unsec. Nts., 6/1/13
    840,000       909,780  
Kinder Morgan Energy Partners LP, 6.50% Sr. Unsec. Unsub. Nts., 9/1/39
    360,000       373,119  
Nexen, Inc., 6.40% Sr. Unsec. Unsub. Bonds, 5/15/37
    237,000       230,341  
ONEOK Partners LP, 7.10% Sr. Unsec. Nts., 3/15/11
    206,000       208,485  
Range Resources Corp., 8% Sr. Unsec. Sub. Nts., 5/15/19
    303,000       331,406  
Ras Laffan Liquefied Natural Gas Co. Ltd. III, 5.50% Sr. Sec. Nts., 9/30/141
    270,000       292,142  
Rockies Express Pipeline LLC:
               
3.90% Sr. Unsec. Unsub. Nts., 4/15/151
    532,000       526,710  
5.625% Sr. Unsec. Unsub. Nts., 4/15/201
    326,000       315,680  
Southwestern Energy Co., 7.50% Sr. Nts., 2/1/18
    465,000       526,613  
Woodside Finance Ltd., 4.50% Nts., 11/10/141
    702,000       738,506  
 
             
 
            6,042,385  
14 | OPPENHEIMER CORE BOND FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Financials—13.5%
               
Capital Markets—2.3%
               
Blackstone Holdings Finance Co. LLC, 6.625% Sr. Unsec. Nts., 8/15/191
  $ 705,000     $ 725,879  
Goldman Sachs Capital, Inc. (The), 6.345% Sub. Bonds, 2/15/34
    515,000       492,164  
Macquarie Group Ltd., 4.875% Sr. Unsec. Nts., 8/10/171
    780,000       764,763  
Morgan Stanley:
               
5.50% Sr. Unsec. Unsub. Nts., 7/24/201
    178,000       180,161  
5.55% Sr. Unsec. Unsub. Nts., Series F, 4/27/17
    1,205,000       1,257,036  
TD Ameritrade Holding Corp., 2.95% Sr. Unsec. Unsub. Nts., 12/1/12
    475,000       486,233  
UBS AG Stamford, CT, 2.25% Sr. Unsec. Nts., 8/12/13
    482,000       486,419  
 
             
 
            4,392,655  
 
               
Commercial Banks—3.4%
               
ANZ National International Ltd., 2.375% Sr. Unsec. Nts., 12/21/121
    475,000       482,559  
Barclays Bank plc, 6.278% Perpetual Bonds10
    1,050,000       892,500  
BNP Paribas SA, 5.186% Sub. Perpetual Nts.1,10
    515,000       472,513  
Fifth Third Cap Trust IV, 6.50% Jr. Unsec. Sub. Nts., 4/15/37
    631,000       604,183  
HSBC Finance Capital Trust IX, 5.911% Nts., 11/30/352
    1,270,000       1,181,100  
Huntington BancShares, Inc., 7% Sub. Nts., 12/15/20
    745,000       785,814  
Lloyds TSB Bank plc, 6.50% Unsec. Sub. Nts., 9/14/201
    493,000       454,366  
Sanwa Bank Ltd. (The), 7.40% Sub. Nts., 6/15/11
    465,000       473,867  
Wells Fargo & Co., 7.98% Jr. Sub. Perpetual Bonds, Series K10
    1,010,000       1,070,600  
 
             
 
            6,417,502  
 
               
Consumer Finance—0.6%
               
American Express Bank FSB, 5.55% Sr. Unsec. Nts., 10/17/12
    415,000       444,081  
Capital One Capital IV, 6.745% Sub. Bonds, 2/17/372
    780,000       778,050  
 
             
 
            1,222,131  
 
               
Diversified Financial Services—2.3%
               
Bank of America Corp., 5.875% Sr. Unsec. Unsub. Nts., 1/5/21
    140,000       145,119  
Citigroup, Inc.:
               
5.375% Sr. Unsec. Nts., 8/9/20
    924,000       961,840  
6.01% Sr. Unsec. Nts., 1/15/15
    480,000       527,046  
ING Groep NV, 5.775% Jr. Unsec. Sub. Perpetual Bonds10
    535,000       462,775  
JPMorgan Chase & Co., 7.90% Perpetual Bonds, Series 110
    1,430,000       1,525,197  
Merrill Lynch & Co., Inc., 7.75% Jr. Sub. Bonds, 5/14/38
    709,000       737,951  
 
             
 
            4,359,928  
 
               
Insurance—3.9%
               
American International Group, Inc.:
               
5.85% Sr. Unsec. Nts., Series G, 1/16/18
    445,000       460,176  
6.40% Sr. Unsec. Unsub. Nts., 12/15/20
    470,000       494,036  
CNS Financial Corp., 5.875% Sr. Unsec. Unsub. Bonds, 8/15/20
    460,000       458,842  
Genworth Financial, Inc., 8.625% Sr. Unsec. Unsub. Nts., 12/15/16
    419,000       471,765  
Gulf South Pipeline Co. LP, 5.75% Sr. Unsec. Nts., 8/15/121
    455,000       482,799  
Hartford Financial Services Group, Inc. (The), 5.25% Sr. Unsec. Nts., 10/15/11
    465,000       478,804  
Irish Life & Permanent Group Holdings plc, 3.60% Sr. Unsec. Unsub. Nts., 1/14/131
    620,000       556,413  
Lincoln National Corp., 6.05% Jr. Unsec. Sub. Bonds, 4/20/67
    945,000       881,213  
Manulife Financial Corp., 4.90% Sr. Unsec. Unsub. Nts., 9/17/20
    260,000       247,905  
PartnerRe Finance B LLC, 5.50% Sr. Unsec. Nts., 6/1/20
    454,000       458,022  
Prudential Financial, Inc., 3.625% Sr. Unsec. Unsub. Nts., 9/17/12
    465,000       482,783  
RenRe North America Holdings, Inc., 5.75% Sr. Unsec. Nts., 3/15/20
    480,000       482,745  
Swiss Re Capital I LP, 6.854% Perpetual Bonds1,10
    926,000       889,213  
ZFS Finance USA Trust IV, 5.875% Sub. Bonds, 5/9/321
    532,000       521,163  
 
             
 
            7,365,879  
 
               
Real Estate Investment Trusts—1.0%
               
AvalonBay Communities, Inc., 6.625% Sr. Unsec. Unsub. Nts., 9/15/11
    202,000       209,675  
Brandywine Operating Partnership LP, 5.75% Sr. Unsec. Unsub. Nts., 4/1/12
    237,000       245,486  
Liberty Property LP, 7.25% Sr. Unsec. Unsub. Nts., 3/15/11
    465,000       470,345  
Mack-Cali Realty LP, 5.25% Sr. Unsec. Unsub. Nts., 1/15/12
    180,000       184,728  
Simon Property Group LP, 5% Sr. Unsec. Unsub. Nts., 3/1/12
    470,000       483,082  
WCI Finance LLC/WEA Finance LLC, 5.40% Sr. Unsec. Unsub. Nts., 10/1/121
    220,000       233,325  
 
             
 
            1,826,641  
15 | OPPENHEIMER CORE BOND FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Health Care—1.5%
               
Biotechnology—0.5%
               
Celgene Corp., 5.70% Sr. Unsec. Nts., 10/15/40
  $ 495,000     $ 481,469  
Genzyme Corp., 5% Sr. Unsec. Nts., 6/15/20
    465,000       489,107  
 
             
 
            970,576  
 
               
Health Care Providers & Services—0.7%
               
Laboratory Corp. of America Holdings, 4.625% Nts., 11/15/20
    356,000       353,481  
Quest Diagnostic, Inc., 5.75% Sr. Unsec. Nts., 1/30/40
    520,000       497,040  
WellPoint, Inc., 5% Sr. Unsec. Unsub. Nts., 1/15/11
    435,000       435,462  
 
             
 
            1,285,983  
 
               
Pharmaceuticals—0.3%
               
Hospira, Inc., 5.60% Sr. Unsec. Unsub. Nts., 9/15/40
    148,000       145,983  
Mylan, Inc., 6% Sr. Nts., 11/15/181
    495,000       487,575  
 
             
 
            633,558  
 
               
Industrials—2.4%
               
Aerospace & Defense—0.5%
               
Alliant Techsystems, Inc., 6.75% Sr. Sub. Nts., 4/1/16
    477,000       496,676  
BE Aerospace, Inc., 8.50% Sr. Unsec. Nts., 7/1/18
    420,000       460,950  
 
             
 
            957,626  
 
               
Commercial Services & Supplies—0.8%
               
Browning-Ferris Industries, Inc., 7.40% Sr. Unsec. Debs., 9/15/35
    165,000       195,833  
Corrections Corp. of America, 7.75% Sr. Nts., 6/1/17
    473,000       504,336  
R.R. Donnelley & Sons Co., 5.625% Sr. Unsec. Nts., 1/15/12
    455,000       466,057  
Republic Services, Inc., 6.75% Sr. Unsec. Unsub. Nts., 8/15/11
    295,000       304,577  
 
             
 
            1,470,803  
 
               
Industrial Conglomerates—0.5%
               
General Electric Capital Corp., 4.25% Sr. Unsec. Nts., Series A, 6/15/12
    460,000       478,551  
Tyco International Ltd./Tyco International Finance SA, 6.875% Sr. Unsec. Unsub. Nts., 1/15/21
    405,000       488,193  
 
             
 
            966,744  
 
               
Machinery—0.3%
               
SPX Corp., 7.625% Sr. Unsec. Nts., 12/15/14
    510,000       557,175  
Professional Services—0.3%
               
FTI Consulting, Inc., 6.75% Sr. Nts., 10/1/201
    482,000       480,795  
Information Technology—1.6%
               
Communications Equipment—0.7%
               
Harris Corp., 6.15% Sr. Unsec. Nts., 12/15/40
    871,000       894,514  
Motorola, Inc., 8% Sr. Unsec. Nts., 11/1/11
    450,000       474,017  
 
             
 
            1,368,531  
 
               
Electronic Equipment & Instruments—0.4%
               
Arrow Electronics, Inc., 3.375% Sr. Unsec. Unsub. Nts., 11/1/15
    875,000       849,157  
IT Services—0.2%
               
SAIC, Inc., 5.95% Sr. Unsec. Unsub. Nts., 12/1/401
    282,000       286,955  
Software—0.3%
               
Symantec Corp., 4.20% Sr. Unsec. Unsub. Nts., 9/15/20
    618,000       568,054  
Materials—2.8%
               
Chemicals—1.3%
               
Agrium, Inc., 6.125% Sr. Unsec. Nts., 1/15/41
    702,000       746,118  
Airgas, Inc., 3.25% Sr. Nts., 10/1/15
    417,000       412,382  
Ashland, Inc., 9.125% Sr. Unsec. Nts., 6/1/17
    440,000       509,300  
CF Industries, Inc., 6.875% Sr. Unsec. Unsub. Nts., 5/1/18
    480,000       514,800  
Potash Corp., 5.625% Sr. Unsec. Unsub. Nts., 12/1/40
    285,000       288,670  
 
             
 
            2,471,270  
 
               
Containers & Packaging—0.7%
               
Ball Corp., 7.125% Sr. Unsec. Nts., 9/1/16
    486,000       526,095  
Sealed Air Corp., 7.875% Sr. Nts., 6/15/17
    572,000       629,829  
Sonoco Products Co., 5.75% Sr. Unsec. Unsub. Nts., 11/1/40
    243,000       235,079  
 
             
 
            1,391,003  
 
               
Metals & Mining—0.8%
               
Freeport-McMoRan Copper & Gold, Inc., 8.375% Sr. Nts., 4/1/17
    698,000       773,110  
Vale Inco Ltd., 5.70% Sr. Unsec. Unsub. Nts., 10/15/15
    28,000       30,194  
Xstrata Canada Corp.:
               
5.375% Sr. Unsec. Unsub. Nts., 6/1/15
    245,000       259,937  
6% Sr. Unsec. Unsub. Nts., 10/15/15
    347,000       379,949  
 
             
 
            1,443,190  
16 | OPPENHEIMER CORE BOND FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Telecommunication Services—1.8%
               
Diversified Telecommunication Services—1.6%
               
AT&T, Inc., 6.30% Sr. Unsec. Bonds, 1/15/38
  $ 440,000     $ 465,721  
British Telecommunications plc, 9.875% Bonds, 12/15/30
    298,000       398,186  
Embarq Corp., 6.738% Sr. Unsec. Nts., 6/1/13
    440,000       478,201  
Frontier Communications Corp., 8.25% Sr. Unsec. Nts., 4/15/17
    477,000       525,893  
Qwest Corp., 7.625% Sr. Unsec. Unsub. Nts., 6/15/15
    447,000       506,228  
Telus Corp., 8% Nts., 6/1/11
    266,000       273,281  
Verizon Communications, Inc., 6.40% Sr. Unsec. Nts., 2/15/38
    289,000       320,767  
 
             
 
            2,968,277  
 
               
Wireless Telecommunication Services—0.2%
               
American Tower Corp., 7% Sr. Unsec. Nts., 10/15/17
    337,000       380,495  
Utilities—1.4%
               
Electric Utilities—1.2%
               
Allegheny Energy Supply Co. LLC, 8.25% Bonds, 4/15/121
    428,000       459,336  
FirstEnergy Solutions Corp., 6.80% Sr. Unsec. Nts., 8/15/39
    292,000       283,880  
Great Plains Energy, Inc., 2.75% Sr. Unsec. Unsub. Nts., 8/15/13
    320,000       323,462  
Northeast Utilities, 7.25% Sr. Unsec. Nts., 4/1/12
    470,000       502,774  
Texas-New Mexico Power Co., 9.50% Sec. Nts., 4/1/191
    510,000       650,324  
 
             
 
            2,219,776  
 
               
Gas Utilities—0.2%
               
AmeriGas Partners LP, 7.25% Sr. Unsec. Nts., 5/20/15
    462,000       477,015  
 
             
Total Corporate Bonds and Notes
(Cost $64,189,945)
            66,322,648  
                 
    Shares          
 
Investment Companies—14.7%
               
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%11,12
    1,838,966       1,838,966  
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%11,13
    25,899,825       25,899,825  
 
             
Total Investment Companies
(Cost $27,738,791)
            27,738,791  
 
               
Total Investments, at Value
(Cost $255,598,753)
    136.4 %     257,938,507  
Liabilities in Excess of Other Assets
    (36.4 )     (68,819,104 )
     
 
Net Assets
    100.0 %   $ 189,119,403  
     
 
Footnotes to Statement of Investments
 
1.   Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $19,309,053 or 10.21% of the Fund’s net assets as of December 31, 2010.
 
2.   Represents the current interest rate for a variable or increasing rate security.
 
3.   Restricted security. The aggregate value of restricted securities as of December 31, 2010 was $3,668,421, which represents 1.94% of the Fund’s net assets. See Note 6 of the accompanying Notes. Information concerning restricted securities is as follows:
                                 
                            Unrealized  
    Acquisition                     Appreciation  
Security   Date     Cost     Value     (Depreciation)  
 
Deutsche Mortgage & Asset Receiving, Commercial Mtg. Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security, Series 2010-C1, Cl. XPA, 4.82%, 9/1/20
    10/27/10     $ 434,816     $ 425,456     $ (9,360 )
Ford Credit Auto Lease Trust, Automobile Receivable Nts., Series 2010-B, Cl. A2, 0.75%, 10/15/12
    10/21/10       504,990       505,001       11  
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mtg. Pass-Through Certificates, Series 2007-LDPX, Cl. A2S2, 5.187%, 1/1/49
    7/14/10       2,281,125       2,333,562       52,437  
NC Finance Trust, Collateralized Mtg. Obligation Pass-Through Certificates, Series 1999-I, Cl. ECFD, 1/25/29
    8/10/10       3,281,116       404,402       (2,876,714 )
             
 
          $ 6,502,047     $ 3,668,421     $ (2,833,626 )
             
17 | OPPENHEIMER CORE BOND FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
 
Footnotes to Statement of Investments Continued
 
4.   Issue is in default. See Note 1 of the accompanying Notes.
 
5.   All or a portion of the security position is held in collateralized accounts to cover initial margin requirements on open futures contracts and written options on futures, if applicable. The aggregate market value of such securities is $575,411. See Note 5 of the accompanying Notes.
 
6.   Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $7,063,019 or 3.73% of the Fund’s net assets as of December 31, 2010.
 
7.   The current amortization rate of the security’s cost basis exceeds the future interest payments currently estimated to be received. Both the amortization rate and interest payments are contingent on future mortgage pre-payment speeds and are therefore subject to change.
 
8.   Principal-Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans. The value of these securities generally increases as interest rates decline and prepayment rates rise. The price of these securities is typically more volatile than that of coupon-bearing bonds of the same maturity. Interest rates disclosed represent current yields based upon the current cost basis and estimated timing of future cash flows. These securities amount to $382,788 or 0.20% of the Fund’s net assets as of December 31, 2010.
 
9.   When-issued security or delayed delivery to be delivered and settled after December 31, 2010. See Note 1 of the accompanying Notes.
 
10.   This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest. Rate reported represents the current interest rate for this variable rate security.
 
11.   Rate shown is the 7-day yield as of December 31, 2010.
 
12.   Interest rate is less than 0.0005%.
 
13.   Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:
                                 
    Shares     Gross     Gross     Shares  
    December 31, 2009     Additions     Reductions     December 31, 2010  
 
OFI Liquid Assets Fund, LLC
          1,252,854       1,252,854        
Oppenheimer Institutional Money Market Fund, Cl. E
    23,853,396       97,238,514       95,192,085       25,899,825  
                 
    Value     Income  
 
OFI Liquid Assets Fund, LLC
  $     $ 24 a
Oppenheimer Institutional Money Market Fund, Cl. E
    25,899,825       41,805  
     
 
  $ 25,899,825     $ 41,829  
     
 
a.   Net of compensation to the securities lending agent and rebates paid to the borrowing counterparties.
Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
  1)   Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
 
  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).
18 | OPPENHEIMER CORE BOND FUND/VA

 


 

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
                                 
                    Level 3—        
    Level 1—     Level 2—     Significant        
    Unadjusted     Other Significant     Unobservable        
    Quoted Prices     Observable Inputs     Inputs     Value  
     
Assets Table
                               
Investments, at Value:
                               
Asset-Backed Securities
  $     $ 17,188,238     $     $ 17,188,238  
Mortgage-Backed Obligations
          143,601,248             143,601,248  
U.S. Government Obligations
          3,087,582             3,087,582  
Corporate Bonds and Notes
          66,322,648             66,322,648  
Investment Companies
    27,738,791                   27,738,791  
     
Total Investments, at Value
    27,738,791       230,199,716             257,938,507  
Other Financial Instruments:
                               
Futures margins
    100,654                   100,654  
     
Total Assets
  $ 27,839,445     $ 230,199,716     $     $ 258,039,161  
     
Liabilities Table
                               
Other Financial Instruments:
                               
Futures margins
  $ (64,245 )   $     $     $ (64,245 )
     
Total Liabilities
  $ (64,245 )   $     $     $ (64,245 )
     
Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
Futures Contracts as of December 31, 2010 are as follows:
                                         
                                    Unrealized  
            Number of     Expiration             Appreciation  
Contract Description   Buy/Sell     Contracts     Date     Value     (Depreciation)  
 
U.S. Treasury Long Bonds, 20 yr.
  Buy       82       3/22/11     $ 10,014,250     $ 57,602  
U.S. Treasury Nts., 2 yr.
  Sell       114       3/31/11       24,955,313       (7,776 )
U.S. Treasury Nts., 5 yr.
  Sell       11       3/31/11       1,294,906       20,181  
U.S. Treasury Nts., 10 yr.
  Sell       60       3/22/11       7,226,250       (65,938 )
U.S. Ultra Bonds
  Buy       5       3/22/11       635,469       10,153  
 
                                     
 
                                  $ 14,222  
 
                                     
See accompanying Notes to Financial Statements.
19 | OPPENHEIMER CORE BOND FUND/VA

 


 

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010
         
Assets
       
Investments, at value—see accompanying statement of investments:
       
Unaffiliated companies (cost $229,698,928)
  $ 232,038,682  
Affiliated companies (cost $25,899,825)
    25,899,825  
 
     
 
    257,938,507  
Receivables and other assets:
       
Investments sold (including $7,519,105 sold on a when-issued or delayed delivery basis)
    7,768,284  
Interest, dividends and principal paydowns
    1,372,961  
Futures margins
    100,654  
Other
    20,983  
 
     
Total assets
    267,201,389  
 
       
Liabilities
       
Payables and other liabilities:
       
Investments purchased (including $77,615,627 purchased on a when-issued or delayed delivery basis)
    77,677,043  
Shares of beneficial interest redeemed
    163,713  
Futures margins
    64,245  
Shareholder communications
    52,495  
Distribution and service plan fees
    36,273  
Transfer and shareholder servicing agent fees
    16,011  
Trustees’ compensation
    15,787  
Other
    56,419  
 
     
Total liabilities
    78,081,986  
 
       
Net Assets
  $ 189,119,403  
 
     
 
       
Composition of Net Assets
       
Par value of shares of beneficial interest
  $ 24,539  
Additional paid-in capital
    272,678,943  
Accumulated net investment income
    10,595,621  
Accumulated net realized loss on investments
    (96,533,676 )
Net unrealized appreciation on investments
    2,353,976  
 
     
Net Assets
  $ 189,119,403  
 
     
 
       
Net Asset Value Per Share
       
Non-Service Shares:
       
Net asset value, redemption price per share and offering price per share
(based on net assets of $132,557,001 and 17,145,808 shares of beneficial interest outstanding)
  $ 7.73  
Service Shares:
       
Net asset value, redemption price per share and offering price per share
(based on net assets of $56,562,402 and 7,393,102 shares of beneficial interest outstanding)
  $ 7.65  
See accompanying Notes to Financial Statements.
20 | OPPENHEIMER CORE BOND FUND/VA

 


 

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010
         
Investment Income
       
Interest (net of foreign withholding taxes of $2,319)
  $ 10,291,972  
Dividends:
       
Affiliated companies
    41,805  
Unaffiliated companies
    20  
Fee income on when-issued securities
    1,319,549  
Income from investment of securities lending cash collateral, net—affiliated companies
    24  
 
     
Total investment income
    11,653,370  
 
       
Expenses
       
Management fees
    1,161,961  
Distribution and service plan fees—Service shares
    143,251  
Transfer and shareholder servicing agent fees:
       
Non-Service shares
    136,342  
Service shares
    57,316  
Shareholder communications:
       
Non-Service shares
    52,362  
Service shares
    22,192  
Trustees’ compensation
    15,554  
Custodian fees and expenses
    14,503  
Administration service fees
    1,500  
Other
    60,384  
 
     
Total expenses
    1,665,365  
Less waivers and reimbursements of expenses
    (158,675 )
 
     
Net expenses
    1,506,690  
 
       
Net Investment Income
    10,146,680  
 
       
Realized and Unrealized Gain (Loss)
       
Net realized gain (loss) on:
       
Investments from unaffiliated companies
    6,542,835  
Closing and expiration of futures contracts
    1,687,026  
Short positions
    (90,347 )
Swap contracts
    8,330  
 
     
Net realized gain
    8,147,844  
Net change in unrealized appreciation/depreciation on:
       
Investments
    1,899,205  
Futures contracts
    753,266  
Swap contracts
    65,987  
 
     
Net change in unrealized appreciation/depreciation
    2,718,458  
 
       
Net Increase in Net Assets Resulting from Operations
  $ 21,012,982  
 
     
See accompanying Notes to Financial Statements.
21 | OPPENHEIMER CORE BOND FUND/VA

 


 

STATEMENTS OF CHANGES IN NET ASSETS
                 
Year Ended December 31,   2010     2009  
 
Operations
               
Net investment income
  $ 10,146,680     $ 13,959,437  
Net realized gain (loss)
    8,147,844       (69,315,102 )
Net change in unrealized appreciation/depreciation
    2,718,458       69,885,948  
     
Net increase in net assets resulting from operations
    21,012,982       14,530,283  
 
               
Dividends and/or Distributions to Shareholders
               
Dividends from net investment income:
               
Non-Service shares
    (2,543,053 )      
Service shares
    (932,463 )      
     
 
    (3,475,516 )      
 
               
Beneficial Interest Transactions
               
Net decrease in net assets resulting from beneficial interest transactions:
               
Non-Service shares
    (17,432,675 )     (29,962,563 )
Service shares
    (5,299,305 )     (9,685,378 )
     
 
    (22,731,980 )     (39,647,941 )
 
               
Net Assets
               
Total decrease
    (5,194,514 )     (25,117,658 )
Beginning of period
    194,313,917       219,431,575  
     
End of period (including accumulated net investment income of $10,595,621 and $3,511,374, respectively)
  $ 189,119,403     $ 194,313,917  
     
See accompanying Notes to Financial Statements.
22 | OPPENHEIMER CORE BOND FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Non-Service Shares     Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 7.07     $ 6.45     $ 11.06     $ 11.16     $ 11.19  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .40       .48       .66       .55       .53  
Net realized and unrealized gain (loss)
    .40       .14       (4.82 )     (.08 )     .03  
     
Total from investment operations
    .80       .62       (4.16 )     .47       .56  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.14 )           (.45 )     (.57 )     (.59 )
 
Net asset value, end of period
  $ 7.73     $ 7.07     $ 6.45     $ 11.06     $ 11.16  
     
 
                                       
Total Return, at Net Asset Value2
    11.42 %     9.61 %     (39.05 )%     4.39 %     5.28 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 132,557     $ 137,597     $ 156,339     $ 325,661     $ 367,106  
 
Average net assets (in thousands)
  $ 136,333     $ 137,631     $ 271,355     $ 345,723     $ 391,750  
 
Ratios to average net assets:3
                                       
Net investment income
    5.32 %     7.40 %     6.76 %     5.07 %     4.83 %
Total expenses4
    0.79 %     0.75 %     0.63 %     0.68 %     0.77 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.70 %     0.61 %     0.62 %     0.68 %     0.77 %
 
Portfolio turnover rate5
    98 %     143 %     51 %     89 %     114 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    0.80 %
Year Ended December 31, 2009
    0.76 %
Year Ended December 31, 2008
    0.63 %
Year Ended December 31, 2007
    0.68 %
Year Ended December 31, 2006
    0.77 %
 
5.   The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:
                 
    Purchase Transactions     Sale Transactions  
 
Year Ended December 31, 2010
  $ 775,240,942     $ 766,486,357  
Year Ended December 31, 2009
  $ 977,840,247     $ 1,009,549,121  
Year Ended December 31, 2008
  $ 1,019,711,829     $ 963,377,934  
Year Ended December 31, 2007
  $ 662,784,931     $ 678,316,693  
Year Ended December 31, 2006
  $ 1,168,229,255     $ 1,270,329,129  
See accompanying Notes to Financial Statements.
23 | OPPENHEIMER CORE BOND FUND/VA

 


 

FINANCIAL HIGHLIGHTS Continued
                                         
Service Shares     Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 6.99     $ 6.41     $ 10.98     $ 11.10     $ 11.15  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .37       .46       .63       .52       .49  
Net realized and unrealized gain (loss)
    .41       .12       (4.77 )     (.08 )     .03  
     
Total from investment operations
    .78       .58       (4.14 )     .44       .52  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.12 )           (.43 )     (.56 )     (.57 )
 
Net asset value, end of period
  $ 7.65     $ 6.99     $ 6.41     $ 10.98     $ 11.10  
     
 
                                       
Total Return, at Net Asset Value2
    11.28 %     9.05 %     (39.07 )%     4.09 %     4.93 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 56,562     $ 56,717     $ 63,093     $ 103,542     $ 41,191  
 
Average net assets (in thousands)
  $ 57,313     $ 52,648     $ 101,597     $ 70,116     $ 21,265  
 
Ratios to average net assets:3
                                       
Net investment income
    5.06 %     7.16 %     6.55 %     4.85 %     4.56 %
Total expenses4
    1.04 %     1.01 %     0.88 %     0.92 %     1.06 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.95 %     0.86 %     0.87 %     0.92 %     1.06 %
 
Portfolio turnover rate5
    98 %     143 %     51 %     89 %     114 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    1.05 %
Year Ended December 31, 2009
    1.02 %
Year Ended December 31, 2008
    0.88 %
Year Ended December 31, 2007
    0.92 %
Year Ended December 31, 2006
    1.06 %
 
5.   The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:
                 
    Purchase Transactions     Sale Transactions  
 
Year Ended December 31, 2010
  $ 775,240,942     $ 766,486,357  
Year Ended December 31, 2009
  $ 977,840,247     $ 1,009,549,121  
Year Ended December 31, 2008
  $ 1,019,711,829     $ 963,377,934  
Year Ended December 31, 2007
  $ 662,784,931     $ 678,316,693  
Year Ended December 31, 2006
  $ 1,168,229,255     $ 1,270,329,129  
See accompanying Notes to Financial Statements.
24 | OPPENHEIMER CORE BOND FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Oppenheimer Core Bond Fund/VA (the “Fund”), is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s main investment objective is to seek a high level of current income. As a secondary objective, the Fund seeks capital appreciation when consistent with its primary objective. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
     The Fund offers two classes of shares. Both classes are sold at their offering price, which is the net asset value per share, to separate investment accounts of participating insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other investment products. The class of shares designated as Service shares is subject to a distribution and service plan. Both 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.
The following is a summary of significant accounting policies consistently followed by the Fund.
Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.
     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.
     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.
     U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.
     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.
     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued
25 | OPPENHEIMER CORE BOND FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities 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 adjusted for any discounts related to 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.
     There have been no significant changes to the fair valuation methodologies of the Fund during the period.
Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. Their failure to do so may cause the Fund to lose the opportunity to obtain or dispose of the security at a price and yield it considers advantageous. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase.
As of December 31, 2010, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:
         
    When-Issued or Delayed  
    Delivery Basis Transactions  
 
Purchased securities
  $ 77,615,627  
Sold securities
    7,519,105  
The Fund may enter into “forward roll” transactions with respect to mortgage-related securities. In this type of transaction, the Fund sells a mortgage-related security to a buyer and simultaneously agrees to repurchase a similar security (same type, coupon and maturity) at a later date at a set price. During the period between the sale and the repurchase, the Fund will not be entitled to receive interest and principal payments on the securities that have been sold. The Fund records the incremental difference between the forward purchase and sale of each forward roll as realized gain (loss) on investments or as fee income in the case of such transactions that have an associated fee in lieu of a difference in the forward purchase and sale price.
     Forward roll transactions may be deemed to entail embedded leverage since the Fund purchases mortgage-related securities with extended settlement dates rather than paying for the securities under a normal settlement cycle. This embedded leverage increases the Fund’s market value of investments relative to its net assets which can incrementally increase the volatility of the Fund’s performance. Forward roll transactions can be replicated over multiple settlement periods.
     Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Fund to receive inferior securities at redelivery as compared to the securities sold to the counterparty; and counterparty credit risk.
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Securities Sold Short. The Fund may short sell when-issued securities for future settlement. The value of the open short position is recorded as a liability, and the Fund records an unrealized gain or loss for the change in value of the open short position. The Fund records a realized gain or loss when the short position is closed out.
     As of December 31, 2010, the Fund had no outstanding securities sold short.
Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities in default, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently default. Information concerning securities in default as of December 31, 2010 is as follows:
         
Cost
  $ 3,281,116  
Market Value
  $ 404,402  
Market Value as a % of Net Assets
    0.21 %
Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.
Investment in OFI Liquid Assets Fund, LLC. The Fund is permitted to invest cash collateral received in connection with its securities lending activities. Pursuant to the Fund’s Securities Lending Procedures, the Fund may invest cash collateral in, among other investments, an affiliated money market fund. OFI Liquid Assets Fund, LLC (“LAF”) is a limited liability company whose investment objective is to seek current income and stability of principal. The Manager is also the investment adviser of LAF. LAF is not registered under the Investment Company Act of 1940. However, LAF does comply with the investment restrictions applicable to registered money market funds set forth in Rule 2a-7 adopted under the Investment Company Act. When applicable, the Fund’s investment in LAF is included in the Statement of Investments. Shares of LAF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of LAF’s expenses, including its management fee of 0.08%.
Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.
     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.
     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.
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NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
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.
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 remain open for the three preceding fiscal reporting period ends.
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.
                         
                    Net Unrealized  
                    Appreciation Based on Cost  
Undistributed   Undistributed             of Securities and Other  
Net Investment   Long-Term     Accumulated Loss     Investments for Federal  
Income   Gain     Carryforward1,2,3,4,5     Income Tax Purposes  
 
$10,681,504
  $     $ 96,469,932     $ 2,277,091  
 
1.   As of December 31, 2010, the Fund had $95,426,697 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2010, details of the capital loss carryforwards were as follows:
         
Expiring        
 
2013
  $ 226,262  
2014
    6,107,275  
2015
    1,245,459  
2016
    12,777,851  
2017
    75,069,850  
 
     
Total
  $ 95,426,697  
 
     
 
2.   As of December 31, 2010, the Fund had $1,043,235 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2019.
 
3.   During the fiscal year ended December 31, 2010, the Fund utilized $8,990,701 of capital loss carryforward to offset capital gains realized in that fiscal year.
 
4.   During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.
 
5.   During the fiscal year ended December 31, 2010, $20,894,853 of unused capital loss carryforward expired.
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 may differ from their ultimate characterization for federal income tax purposes. 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 December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.
                 
            Reduction to  
    Increase to     Accumulated Net  
Reduction to   Accumulated Net     Realized Loss  
Paid-in Capital   Investment Income     on Investments  
 
$20,894,853
  $ 413,083     $ 20,481,770  
The tax character of distributions paid during the years ended December 31, 2010 and December 31, 2009 was as follows:
                 
    Year Ended     Year Ended  
    December 31, 2010     December 31, 2009  
 
Distributions paid from:
               
Ordinary income
  $ 3,475,516     $  
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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 as of December 31, 2010 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.
         
Federal tax cost of securities
  $ 255,661,416  
Federal tax cost of other investments
    (22,826,750 )
 
     
Total federal tax cost
  $ 232,834,666  
 
     
 
Gross unrealized appreciation
  $ 7,759,279  
Gross unrealized depreciation
    (5,482,188 )
 
     
Net unrealized appreciation
  $ 2,277,091  
 
     
Trustees’ Compensation. The Board of Trustees 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.
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. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed 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 market value of the securities received. Interest income 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.
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 0.50%. 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.
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NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
2. 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 December 31, 2010     Year Ended December 31, 2009  
    Shares     Amount     Shares     Amount  
 
Non-Service Shares
                               
Sold
    1,228,005     $ 9,215,341       1,228,549     $ 7,870,664  
Dividends and/or distributions reinvested
    357,672       2,543,053              
Redeemed
    (3,913,294 )     (29,191,069 )     (5,976,436 )     (37,833,227 )
     
Net decrease
    (2,327,617 )   $ (17,432,675 )     (4,747,887 )   $ (29,962,563 )
     
 
                               
Service Shares
                               
Sold
    1,784,838     $ 13,294,523       1,841,099     $ 11,758,361  
Dividends and/or distributions reinvested
    132,264       932,463              
Redeemed
    (2,632,411 )     (19,526,291 )     (3,581,065 )     (21,443,739 )
     
Net decrease
    (715,309 )   $ (5,299,305 )     (1,739,966 )   $ (9,685,378 )
     
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF and LAF, for the year ended December 31, 2010, were as follows:
                 
    Purchases     Sales  
 
Investment securities
  $ 143,632,778     $ 154,349,874  
U.S. government and government agency obligations
    6,781,932       7,419,795  
To Be Announced (TBA) mortgage-related securities
    775,240,942       766,486,357  
4. 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:
         
Fee Schedule        
 
Up to $1 billion
    0.60 %
Over $1 billion
    0.50  
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS fees at an annual rate of 0.10% of the daily net assets of each class of shares. For the year ended December 31, 2010, the Fund paid $194,204 to OFS for services to the Fund.
30 | OPPENHEIMER CORE BOND FUND/VA

 


 

Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares to pay OppenheimerFunds Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s Service shares. Under the Plan, payments are made periodically at an annual rate of 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors of the insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners that hold Service shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
Waivers and Reimbursements of Expenses. The Manager has voluntarily agreed to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 0.75% for Non-Service shares and 1.00% for Service shares. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $38,287 and $16,296 for Non-Service and Service shares, respectively.
     From April 1, 2009 through March 31, 2010, the Manager voluntarily waived the management fee by 0.18% of the Fund’s average annual net assets. This voluntary waiver was applied after all other waivers and/or reimbursements. During the year ended December 31, 2010, the Manager waived $85,957.
     The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $18,135 for IMMF management fees.
     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
5. Risk Exposures and the Use of Derivative Instruments
The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity and debt securities: they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.
Market Risk Factors. In accordance with its investment objectives, the Fund may use derivatives to increase or decrease its exposure to one or more of the following 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 to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.
Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.
31 | OPPENHEIMER CORE BOND FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
5. Risk Exposures and the Use of Derivative Instruments Continued
Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.
Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.
Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.
The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.
Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.
     Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.
     Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.
Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.
Credit Related Contingent Features. The Fund’s agreements with derivative counterparties have several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s International Swap and Derivatives Association, Inc. master agreements which govern certain positions in swaps, over-the-counter options and swaptions, and forward currency exchange contracts for each individual counterparty.
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Valuations of derivative instruments as of December 31, 2010 are as follows:
                                 
    Asset Derivatives     Liability Derivatives  
    Statement             Statement        
Derivatives Not   of Assets             of Assets        
Accounted for as   and Liabilities             and Liabilities        
Hedging Instruments   Location     Value     Location     Value  
 
Interest rate contracts
  Futures margins     $ 100,654 *   Futures margins     $ 64,245 *
 
*   Includes only the current day’s variation margin. Prior variation margin movements have been reflected in cash on the Statement of Assets and Liabilities upon receipt or payment.
The effect of derivative instruments on the Statement of Operations is as follows:
                         
Amount of Realized Gain or (Loss) Recognized on Derivatives  
Derivatives Not   Closing and              
Accounted for as   expiration of              
Hedging Instruments   futures contracts     Swap contracts     Total  
 
Credit contracts
  $     $ 8,330     $ 8,330  
Interest rate contracts
    1,687,026             1,687,026  
     
Total
  $ 1,687,026     $ 8,330     $ 1,695,356  
     
                         
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives  
Derivatives Not                  
Accounted for as                  
Hedging Instruments   Futures contracts     Swap contracts     Total  
 
Credit contracts
  $     $ 65,987     $ 65,987  
Interest rate contracts
    753,266             753,266  
     
Total
  $ 753,266     $ 65,987     $ 819,253  
     
Futures Contracts
A futures contract is a commitment to buy or sell a specific amount of a financial instrument at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts and may also buy or write put or call options on these futures contracts.
     Futures contracts traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or most recently prior to, the time when the Fund’s assets are valued.
     Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses.
     Futures contracts are reported on a schedule following the Statement of Investments. Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Statement of Investments. Cash held by the broker to cover initial margin requirements on open futures contracts and the receivable and/or payable for the daily mark to market for the variation margin are noted in the Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Statement of Operations. Realized gains (losses) are reported in the Statement of Operations at the closing or expiration of futures contracts.
     The Fund has purchased futures contracts on various bonds and notes to increase exposure to interest rate risk.
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NOTES TO FINANCIAL STATEMENTS Continued
5. Risk Exposures and the Use of Derivative Instruments Continued
The Fund has sold futures contracts on various bonds and notes to decrease exposure to interest rate risk.
     During the year ended December 31, 2010, the Fund had an average market value of $25,954,050 and $25,073,744 on futures contracts purchased and sold, respectively.
     Additional associated risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities.
Swap Contracts
The Fund may enter into swap contract agreements with a counterparty to exchange a series of cash flows based on either specified reference rates, or the occurrence of a credit event, over a specified period. Such contracts may include interest rate, equity, debt, index, total return, credit and currency swaps.
     Swaps are marked to market daily using primarily quotations from pricing services, counterparties and brokers. Swap contracts are reported on a schedule following the Statement of Investments. The values of swap contracts are aggregated by positive and negative values and disclosed separately on the Statement of Assets and Liabilities by contracts in unrealized appreciation and depreciation positions. Upfront payments paid or received, if any, affect the value of the respective swap. Therefore, to determine the unrealized appreciation (depreciation) on swaps, upfront payments paid should be subtracted from, while upfront payments received should be added to, the value of contracts reported as an asset on the Statement of Assets and Liabilities. Conversely, upfront payments paid should be added to, while upfront payments received should be subtracted from the value of contracts reported as a liability. The unrealized appreciation (depreciation) related to the change in the valuation of the notional amount of the swap is combined with the accrued interest due to (owed by) the Fund at termination or settlement. The net change in this amount during the period is included on the Statement of Operations. The Fund also records any periodic payments received from (paid to) the counterparty, including at termination, under such contracts as realized gain (loss) on the Statement of Operations.
     Swap contract agreements are exposed to the market risk factor of the specific underlying reference asset. Swap contracts are typically more attractively priced compared to similar investments in related cash securities because they isolate the risk to one market risk factor and eliminate the other market risk factors. Investments in cash securities (for instance bonds) have exposure to multiple risk factors (credit and interest rate risk). Because swaps require little or no initial cash investment, they can expose the Fund to substantial risk in the isolated market risk factor.
Credit Default Swap Contracts. A credit default swap is a bilateral contract that enables an investor to buy or sell protection on a debt security against a defined-issuer credit event, such as the issuer’s failure to make timely payments of interest or principal on the debt security, bankruptcy or restructuring. The Fund may enter into credit default swaps either by buying or selling protection on a single security or a basket of securities (the “reference asset”).
     The buyer of protection pays a periodic fee to the seller of protection based on the notional amount of debt securities underlying the swap contract. The seller of protection agrees to compensate the buyer of protection for future potential losses as a result of a credit event on the reference asset. The contract effectively transfers the credit event risk of the reference asset from the buyer of protection to the seller of protection.
     The ongoing value of the contract will fluctuate throughout the term of the contract based primarily on the credit risk of the reference asset. If the credit quality of the reference asset improves relative to the credit quality at contract initiation, the buyer of protection may have an unrealized loss greater than the anticipated periodic fee owed. This unrealized loss would be the result of current credit protection being cheaper than the cost of credit protection at contract initiation. If the buyer elects to terminate the contract prior to its maturity, and there has been no credit event, this unrealized loss will become realized. If the contract is held to maturity, and there has been no credit event, the realized loss will be equal to the periodic fee paid over the life of the contract.
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     If there is a credit event, the buyer of protection can exercise its rights under the contract and receive a payment from the seller of protection equal to the notional amount of the reference asset less the market value of the reference asset. Upon exercise of the contract the difference between the value of the underlying reference asset and the notional amount is recorded as realized gain (loss) and is included on the Statement of Operations.
     The Fund has engaged in pairs trades by purchasing protection through a credit default swap referenced to the debt of an issuer, and simultaneously selling protection through a credit default swap referenced to the debt of a different issuer with the intent to realize gains from the pricing differences of the two issuers who are expected to have similar market risks. Pairs trades attempt to gain exposure to credit risk while hedging or offsetting the effects of overall market movements.
     For the year ended December 31, 2010, the Fund had average notional amounts of $1,415,769 and $1,415,769 on credit default swaps to buy protection and credit default swaps to sell protection, respectively.
     Additional associated risks to the Fund include counterparty credit risk and liquidity risk.
     As of December 31, 2010, the Fund had no such credit default swaps outstanding.
6. Restricted Securities
As of December 31, 2010, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.
7. Securities Lending
The Fund lends portfolio securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. The loans are secured by collateral (either securities, letters of credit, or cash) in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of each business day and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and cost in recovering the securities loaned or in gaining access to the collateral. The Fund continues to receive the economic benefit of interest or dividends paid on the securities loaned in the form of a substitute payment received from the borrower and recognizes the gain or loss in the fair value of the securities loaned that may occur during the term of the loan. The Fund has the right under the lending agreement to recover the securities from the borrower on demand.
     As of December 31, 2010, the Fund had no securities on loan.
8. Pending Litigation
Since 2009, a number of lawsuits have been pending in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract,
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NOTES TO FINANCIAL STATEMENTS Continued
8. Pending Litigation Continued
breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
9. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:
We have audited the accompanying statement of assets and liabilities of Oppenheimer Core Bond Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2010, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. 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. The accompanying financial highlights of Oppenheimer Core Bond Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those financial highlights.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Core Bond Fund/VA as of December 31, 2010, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG llp
Denver, Colorado
February 16, 2011
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FEDERAL INCOME TAX INFORMATION Unaudited
In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.
     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.
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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Krishna Memani and Peter Strzalkowski, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other A-rated corporate debt funds underlying variable insurance products. The Board considered that, while the Fund underperformed its performance universe median during the one-year, three-year, five-year and ten-year periods, it ranked in the top quintile for the one-year period and the year-to-date ended April 30, 2010. The Board also noted, however, the changes in
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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued
the portfolio management team that occurred at the end of 2008 and the appointment of a new portfolio manager on April 1, 2009, and it considered the Manager’s assertion that the Investment Grade Fixed Income Team has been repositioning the portfolio gradually to better take advantage of changing market conditions.
     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other A-rated corporate debt funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds to those of retail funds, it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s total expenses and actual management fees were lower than its expense group median. The Board considered that, effective May 1, 2009, the Manager voluntarily agreed to cap annual total expenses, as a percentage of net assets, for non-service shares at 0.75% and for service shares at 1.00%. The Board also considered that the Manager had voluntarily waived 0.18% of the management fees after all other waivers and/or reimbursements from April 1, 2009 through March 31, 2010.
     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
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PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies (“portfolio proxies”) relating to securities held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (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 1.800.525.7048, and (ii) in the Fund’s 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.
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TRUSTEES AND OFFICERS Unaudited
     
Name, Position(s) Held with the Fund, Length of Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
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.
 
   
William L. Armstrong,
Chairman of the Board of
Trustees (since 2003),
Trustee (since 1999)
Age: 73
  President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
George C. Bowen,
Trustee (since 1999)
Age: 74
  Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Bowen has served on the Boards of certain Oppenheimer funds since 1998, 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 Boards’ deliberations.
 
   
Edward L. Cameron,
Trustee (since 1999)
Age: 72
  Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
Jon S. Fossel,
Trustee (since 1990)
Age: 68
  Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, 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 Boards’ deliberations.
 
   
Sam Freedman,
Trustee (since 1996)
Age: 70
  Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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 Boards’ deliberations.
 
   
Beverly L. Hamilton,
Trustee (since 2002)
Age: 64
  Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment
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Name, Position(s) Held with the Fund, Length of Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
Beverly L. Hamilton,
Continued
  (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 36 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, 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 Boards’ deliberations.
 
   
Robert J. Malone,
Trustee (since 2002)
Age: 66
  Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 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 Boards’ deliberations.
 
   
F. William Marshall, Jr.,
Trustee (since 2000)
Age: 68
  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, 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 Boards’ deliberations.
 
   
INTERESTED TRUSTEE
AND OFFICER
  The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281- 1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
 
   
William F. Glavin, Jr.,
Trustee, President and
Principal Executive Officer
(since 2009)
Age: 52
  Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005- March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003- March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005- March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007)
43 | OPPENHEIMER CORE BOND FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with the Fund, Length of Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
William F. Glavin, Jr.,
Continued
  of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005- December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, 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 Boards’ deliberations.
 
   
OTHER OFFICERS OF
THE FUND
  The addresses of the Officers in the chart below are as follows: for Messrs. Memani, Strzalkowski, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 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.
 
   
Krishna Memani,
Vice President and
Portfolio Manager
(since 2009)
Age: 50
  Director of Fixed Income (since October 2010), Senior Vice President and Head of the Investment Grade Fixed Income Team of the Manager (since March 2009). Prior to joining the Manager, Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities (June 2006-January 2009); Chief Credit Strategist at Credit Suisse Securities (August 2002-March 2006); a Managing Director and Senior Portfolio Manager at Putnam Investments (September 1998-June 2002). A portfolio manager and an officer of 22 portfolios in the OppenheimerFunds complex.
 
   
Peter A. Strzalkowski,
Vice President and
Portfolio Manager
(since 2009)
Age: 45
  Vice President of the Manager (since August 2007), CFA and a member of the Manager’s Investment Grade Fixed Income Team (since April 2009). Prior to joining the Manager, Managing Partner and Chief Investment Officer of Vector Capital Management, LLC, a structured products money management firm he founded, (July 2006-August 2007); a Senior Portfolio Manager at Highland Capital Management, L.P. (June 2005-July 2006) and a Senior Fixed Income Portfolio Manager at Microsoft Corp. (June 2003-June 2005); a Vice President and Senior Fixed Income Portfolio Manager at First Citizens Bank Trust, Capital Management Group (April 2000- June 2003); a Vice President and Fixed Income Portfolio Manager at Centura Banks (November 1998-April 2000). A portfolio manager and officer of 7 portfolios in the OppenheimerFunds complex.
 
   
Thomas W. Keffer,
Vice President and
Chief Business Officer
(since 2009)
Age: 55
  Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Mark S. Vandehey,
Vice President and
Chief Compliance Officer
(since 2004)
Age: 60
  Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Brian W. Wixted,
Treasurer and Principal
Financial & Accounting
Officer (since 1999)
Age: 51
  Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Robert G. Zack,
Vice President and Secretary
(since 2001)
Age: 62
  Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd.
44 | OPPENHEIMER CORE BOND FUND/VA

 


 

     
Name, Position(s) Held with the Fund, Length of Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
Robert G. Zack,
Continued
  and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.
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 1.800.981.2871.
45 | OPPENHEIMER CORE BOND FUND/VA

 


 

OPPENHEIMER CORE BOND FUND/VA
A Series of Oppenheimer Variable Account Funds
     
Manager
  OppenheimerFunds, Inc.
 
   
Distributor
  OppenheimerFunds Distributor, Inc.
 
   
Transfer Agent
  OppenheimerFunds Services
 
   
Independent Registered
  KPMG llp
Public Accounting Firm
   
 
   
Counsel
  K&L Gates LLP
 
   
 
  Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.
©2011 OppenheimerFunds, Inc. All rights reserved.
(OPPENHEIMER FUNDS LOGO)

 


 

(OPPENHEIMER FUND LOGO)
December 31, 2010 Oppenheimer Global Securities Annual Report Fund/VA A Series of Oppenheimer Variable Account Funds ANNUAL REPORT Listing of Top Holdings Fund Performance Discussion Listing of Investments Financial Statements

 


 

OPPENHEIMER GLOBAL SECURITIES FUND/VA
Portfolio Manager: Rajeev Bhaman
Average Annual Total Returns
For the Periods Ended 12/31/10
                         
      1-Year     5-Year     10-Year
 
Non-Service Shares
    15.96 %     3.94 %     4.93 %
                         
      1-Year     5-Year     10-Year
 
Service Shares
    15.70 %     3.68 %     4.69 %
                         
                      Since
                      Inception
      1-Year     5-Year     (5/1/03)
 
Class 3
    15.97 %     3.93 %     11.93 %
                         
                      Since
                      Inception
      1-Year     5-Year     (5/3/04)
 
Class 4
    15.67 %     3.67 %     7.21 %
Expense Ratios
 
For the Fiscal Year Ended 12/31/10
Non-Service Shares
    0.76 %
Service Shares
    1.01  
Class 3
    0.76  
Class 4
    1.01  
The 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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account. The net expense ratios take into account voluntary fee waivers or expense reimbursements, without which performance would have been less. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
Regional Allocation
(PERFORMANCE GRAPH)
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on the total market value of investments.
         
Top Ten Common Stock Holdings
 
Telefonaktiebolaget LM Ericsson, B Shares
    4.0 %
Siemens AG
    3.0  
eBay, Inc.
    2.5  
Credit Suisse Group AG
    2.1  
Juniper Networks, Inc.
    2.1  
Altera Corp.
    1.9  
LVMH Moet Hennessy Louis Vuitton SA
    1.9  
Tiffany & Co.
    1.9  
Intuit, Inc.
    1.8  
Carnival Corp.
    1.8  
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets.
2 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Management’s Discussion of Fund Performance. For the year ended December 31, 2010, the Fund’s Non-Service shares returned 15.96%, outperforming its benchmark, the MSCI World Index, which returned 11.76%. During much of the reporting period, markets were fretting about the possibility of a global, double dip recession. These fears largely retreated in the fourth quarter as economic data on the whole was in line with forecasts or even better than what was expected, equity valuations were still reasonable and earnings momentum continued to be strong. While confidence in the recovery grew, we still saw slow growth and high unemployment in the developed economies, and the prospect of some slowdown in growth in the emerging world as authorities tackled rising inflation.
     Last year, we wrote that we believed the “medicine” of massive government intervention had clearly helped and that we were in the early stages of an economic recovery. Our relatively sanguine view that there would be a fairly robust market recovery sooner rather than later encouraged us to continue to stick with our investment principles and, as a result, we were again able to produce results that were well ahead of the benchmark this reporting period. However, we continued to anticipate that the recovery would be a slow process. We have seen a somewhat pedestrian recovery in the developed world but much faster growth in the emerging economies. At period end, little has changed except that investor confidence in the robustness of the market recovery has improved.
     We have made few changes to the portfolio over 2010. As we did in 2009, we added a few quality financial stocks, while retaining an underweight stance to the sector overall. In our opinion, some very strong franchises in investment banking, wealth management and the emerging world are being undervalued by the market. We reduced our exposure to the consumer staples sector to a large extent because of the takeover of Cadbury plc by Kraft Foods, Inc., but we also exited Diageo plc, Tesco plc and Reckitt Benckiser Group plc, all U.K. companies. As a consequence, our U.K. weighting in the portfolio fell sharply.
     Our bottom-up approach to investing, which seeks long-term, sustainable and superior growth stocks has led us to continue to focus on the information technology and consumer discretionary sectors. This is where we have generally found the most companies with the characteristics that we seek. Indeed, we have just over 45% of the Fund’s net assets invested in these two sectors as of December 31, 2010, compared to the benchmark’s roughly 22% allocation. As it was in 2009, it is particularly encouraging that these two sectors were the greatest positive contributors to performance over the period. Our exposure to the consumer discretionary sector increased slightly during the period, largely because of strong performance of our holdings within the sector, but also because of a slight increase we made in our media holdings.
     Within information technology, the biggest contributors to Fund performance were Intuit, Inc., the U.S. accounting software giant, Telefonaktiebolaget LM Ericsson, our largest holding at period end, and Altera Corp., the manufacturer of programmable logic devices. These companies were among the top five positive contributors to overall Fund performance. Among consumer discretionary companies, we had positive contributions from a wide range of holdings, led by LVMH Moet Hennessy Louis Vuitton SA, one of the world’s largest luxury goods companies, Tiffany & Co., which is arguably America’s top genuine luxury brand with a global reach, and Carnival Corp. We also got a small boost to performance by virtue of our minimal exposure in the very sluggish utilities sector.
     In terms of the energy and materials sectors, oil and other commodity prices rose materially over the year, generating strong performance for the Index in those sectors. The Fund’s underweight in both the energy and materials sectors detracted the most from Fund performance. In our opinion, commodity bulls appear to us to be ignoring one of the fundamentals of economics, that if prices go up, supply will increase and demand will fall. However, there is often a greater lag time in which this occurs in commodity markets. We do not currently plan to stray from our underweight stance and we further reduced our exposure to energy during the period. Consumer staples stocks also had a slightly dull year as growing confidence in the world economy undermined their defensive characteristics.
     At the country level, Sweden, Germany and the U.S. contributed most to Fund performance. Sweden grabbed the top spot thanks to Telefonaktiebolaget LM Ericsson, but also with very strong support from Assa Abloy AB. Germany was just behind with Siemens AG and Bayerische Motoren Werke (BMW) AG, both solid performers over the year. The U.S. was in the third spot; and we mentioned the main contributors earlier. Few countries had any significant negative impact, but Switzerland did, as it was restrained by a difficult year for both Credit Suisse Group AG and Transocean Ltd.
3 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
     We believe the outlook for equities is still encouraging. Valuations by historic standards are reasonable and in many cases below historic averages which is unusual at this stage of an economic recovery. Company finances are as sound as they have been for many years, cash generation is high and profits growth is still strong. The concerns about a possible “double dip” recession have largely evaporated with growing confidence that the global recovery is firmly anchored. There is, of course, a long list of actual and potential risks. In the developed world, the euro crisis has further to run, but we believe this will not derail the accelerating recovery of core economies, notably Germany, which is enjoying a huge benefit from the weakness of the currency. Many banks are still undercapitalized. The austerity programs being launched in many European countries will likely slow growth. In the U.S., unemployment is likely to remain high and the housing market continues to exhibit weakness. Overall, growth in the developed world is likely to continue at levels that are considered pedestrian by the standards of the recent past.
     The emerging world is where the growth story is much stronger, but it is unlikely to continue at the fast-paced rate of the last twelve months. Inflation, particularly in food, is beginning to be a serious concern and most emerging economies have applied the brakes through a combination of higher rates and rising bank reserve requirements. There are already signs of a slowdown in China and India, and this is to be welcomed, but further tightening is likely.
     This is just the background. We, of course, build our portfolios from the bottom-up, focusing on companies that we believe are capable of long term, sustainable and superior growth. We believe that we have a Fund that is invested in many companies that meet this criteria. In a slow growth world, we believe that companies that are capable of this superior growth are rare and will in time be accorded a significant premium to the broader market, something that is lacking at the moment.
     To once again describe how we manage the Fund, our investment process is driven by a number of powerful, long-term economic, demographic and technological forces that we summarize in the themes of our MANTRASM (Mass Affluence, New Technology, Restructuring and Aging). We invest in companies that we believe are capable of generating long-term, sustainable and superior growth that is driven by the powerful structural change derived from our MANTRA themes. These companies seek to generate solid returns on invested capital that we believe is generally indicative of meaningful and sustainable competitive advantage. We place particular emphasis on the financial strength of companies with a strong focus on cash flow. In addition, we invest in companies where we believe management is not only highly capable, but also runs the company for the benefit of all shareholders.
     The Fund’s investment strategy focuses on seeking to identify long-term structural growth stocks—companies that have durable long-term earnings and good cash-flow characteristics, strong economic returns on invested capital, and healthy balance sheets. We think this long-term thematic approach to investing remains ideal for building capital over the long term. We also expect to stick to our contrarian nature in terms of stock acquisition: buying good names when they appear neglected and out-of-fashion. Our focus on quality franchises remains the bedrock of the Fund.
     Only a few hundred of the many tens of thousands of companies listed on stock exchanges globally have the characteristics that we seek and this is where we concentrate our attention when building our portfolio. A very important part of our strategy is patience. Because we set certain targets for ourselves when buying a stock, we are willing to wait until we believe these targets are achievable. All stocks from time to time drop out of favor with the markets – this is when we are most interested.
     The decisions we make in the construction of our portfolio are based on our opinions of how best to seek strong absolute performance, and not necessarily the latest trend our benchmark or peers are moving towards. When we purchase a stock, we do so in the belief that it has the potential to at least double within our long-term time-frame, which we generally deem to be three to five years. We believe very strongly that real earnings growth drives stock prices and as such, we typically seek companies that we believe are capable of achieving sustainable and strong earnings growth over long periods of time. We like companies whose businesses have a global reach and are not solely reliant on their domestic markets. Although our direct investment in emerging market equities has been constant through the year at slightly under 10% of the portfolio, our economic exposure to the fast growing developing world is much higher through the companies that we own.
4 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.981.2871. Read the prospectus carefully before investing.
Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.
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.
Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each share class of the Fund held until December 31, 2010. In the case of Non-Service shares and Service shares, performance is measured over a ten-year period. In the case of Class 3 shares, performance is measured from inception of the class on May 1, 2003. In the case of Class 4 shares, performance is measured from inception of the class on May 3, 2004. Performance information does not reflect charges that apply to separate accounts investing in the Fund. If these charges were taken into account, performance would be lower. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares.
     The Fund’s performance is compared to the performance of the Morgan Stanley Capital International (MSCI) World Index, an unmanaged index of equity securities listed on stock exchanges of a select number of foreign countries and the U.S. the index performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. 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 securities comprising the index.
5 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Non-Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PERFORMANCE GRAPH)
Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PERFORMANCE GRAPH)
6 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

Class 3 Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
 (PERFORMANCE GRAPH)
Class 4 Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
 (PERFORMANCE GRAPH)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
7 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees (if applicable); 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 December 31, 2010.
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 Period” 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 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 charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.
8 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

                         
    Beginning   Ending   Expenses
    Account   Account   Paid During
    Value   Value   6 Months Ended
    July 1, 2010     December 31, 2010     December 31, 2010  
 
Actual
                       
Non-Service shares
  $ 1,000.00     $ 1,256.20     $ 4.33  
Service shares
    1,000.00       1,254.80       5.75  
Class 3 shares
    1,000.00       1,256.20       4.33  
Class 4 shares
    1,000.00       1,254.40       5.75  
 
Hypothetical
(5% return before expenses)
                       
Non-Service shares
    1,000.00       1,021.37       3.88  
Service shares
    1,000.00       1,020.11       5.16  
Class 3 shares
    1,000.00       1,021.37       3.88  
Class 4 shares
    1,000.00       1,020.11       5.16  
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 fund, based on the 6-month period ended December 31, 2010 are as follows:
         
Class   Expense Ratios
 
Non-Service shares
    0.76 %
Service shares
    1.01  
Class 3 shares
    0.76  
Class 4 shares
    1.01  
The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. 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.
9 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

STATEMENT OF INVESTMENTS December 31, 2010
                 
    Shares     Value  
 
Common Stocks—98.7%
               
Consumer Discretionary—17.3%
               
Automobiles—1.5%
               
Bayerische Motoren Werke (BMW) AG
    75,529     $ 5,925,604  
Bayerische Motoren Werke (BMW) AG, Preference
    705,262       36,336,077  
 
             
 
            42,261,681  
 
               
Diversified Consumer Services—0.0%
               
Zee Learn Ltd.
    492,103       302,646  
Hotels, Restaurants & Leisure—3.8%
               
Carnival Corp.
    1,090,646       50,289,687  
Lottomatica SpA
    417,500       5,174,605  
McDonald’s Corp.
    567,920       43,593,539  
Shuffle Master, Inc.1
    616,100       7,054,345  
 
             
 
            106,112,176  
 
               
Household Durables—1.6%
               
Sony Corp.
    1,288,800       46,462,835  
Media—3.7%
               
Grupo Televisa SA, Sponsored GDR1
    1,358,076       35,214,911  
McGraw-Hill Cos., Inc. (The)
    278,970       10,157,298  
Walt Disney Co. (The)
    1,179,900       44,258,049  
Wire & Wireless India Ltd.1
    2,281,600       622,510  
Zee Entertainment Enterprises Ltd.
    3,936,820       12,964,257  
 
             
 
            103,217,025  
 
               
Specialty Retail—3.2%
               
Industria de Diseno Textil SA
    481,087       36,020,612  
Tiffany & Co.
    843,600       52,530,972  
 
             
 
            88,551,584  
 
               
Textiles, Apparel & Luxury Goods—3.5%
               
Bulgari SpA
    1,732,778       18,721,032  
LVMH Moet Hennessy Louis Vuitton SA
    319,840       52,613,558  
Tod’s SpA
    269,399       26,604,020  
 
             
 
            97,938,610  
 
               
Consumer Staples—8.3%
               
Beverages—3.2%
               
Companhia de Bebidas das Americas, Sponsored ADR, Preference
    930,575       28,875,742  
Fomento Economico Mexicano SA de CV, UBD
    6,736,224       37,662,856  
Grupo Modelo SA de CV, Series C
    3,411,977       21,203,987  
 
             
 
            87,742,585  
 
               
Food & Staples Retailing—1.4%
               
Shinsegae Department Store Co.
    10,507       5,684,464  
Wal-Mart Stores, Inc.
    624,870       33,699,239  
 
             
 
            39,383,703  
 
               
Food Products—2.3%
               
Nestle SA
    525,225       30,755,154  
Unilever plc
    1,126,403       34,473,481  
 
             
 
            65,228,635  
Household Products—1.4%
               
Colgate-Palmolive Co.
    478,210       38,433,738  
Energy—3.7%
               
Energy Equipment & Services—2.6%
               
Technip SA
    412,260       38,067,652  
Transocean Ltd.1
    477,252       33,173,787  
 
             
 
            71,241,439  
 
               
Oil, Gas & Consumable Fuels—1.1%
               
Total SA
    585,890       31,043,174  
Financials—16.3%
               
Capital Markets—4.9%
               
3i Group plc
    2,576,148       13,194,023  
Credit Suisse Group AG
    1,473,595       59,369,330  
Goldman Sachs Group, Inc. (The)
    179,390       30,166,222  
UBS AG1
    2,085,366       34,235,688  
 
             
 
            136,965,263  
 
               
Commercial Banks—3.7%
               
Banco Bilbao Vizcaya Argentaria SA
    2,721,385       27,492,778  
HSBC Holdings plc
    3,566,173       36,566,487  
Societe Generale SA, Cl. A
    320,542       17,227,960  
Sumitomo Mitsui Financial Group, Inc.
    653,300       23,270,644  
 
             
 
            104,557,869  
 
               
Consumer Finance—0.7%
               
SLM Corp.1
    1,477,640       18,603,488  
Diversified Financial Services—1.1%
               
Investor AB, B Shares
    1,419,138       30,363,453  
Insurance—5.9%
               
AFLAC, Inc.
    479,390       27,051,978  
Allianz SE
    305,932       36,368,595  
Dai-ichi Life Insurance Co.
    20,806       33,801,101  
Fidelity National Financial, Inc., Cl. A
    942,400       12,892,032  
Prudential plc
    2,843,067       29,609,741  
XL Group plc
    1,204,570       26,283,717  
 
             
 
            166,007,164  
 
               
Health Care—7.1%
               
Biotechnology—1.8%
               
Amylin Pharmaceuticals, Inc.1
    1,095,038       16,108,009  
Basilea Pharmaceutica AG1
    19,039       1,323,567  
Dendreon Corp.1
    207,690       7,252,535  
Gilead Sciences, Inc.1
    240,500       8,715,720  
Regeneron Pharmaceuticals, Inc.1
    96,552       3,169,802  
Theravance, Inc.1
    569,100       14,267,337  
 
             
 
            50,836,970  
10 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

                 
    Shares     Value  
 
Health Care Equipment & Supplies—1.0%
               
Zimmer Holdings, Inc.1
    537,690     $ 28,863,199  
Health Care Providers & Services—2.3%
               
Aetna, Inc.
    1,013,500       30,921,885  
WellPoint, Inc.1
    598,535       34,032,700  
 
             
 
            64,954,585  
 
               
Pharmaceuticals—2.0%
               
Bayer AG
    355,486       26,150,902  
Mitsubishi Tanabe Pharma Corp.
    799,000       13,492,167  
Roche Holding AG
    103,595       15,179,160  
 
             
 
            54,822,229  
 
               
Industrials—14.1%
               
Aerospace & Defense—2.9%
               
Embraer SA, ADR
    886,753       26,070,538  
European Aeronautic Defense & Space Co.1
    1,386,180       32,305,239  
Lockheed Martin Corp.
    163,960       11,462,444  
Raytheon Co.
    256,560       11,888,990  
 
             
 
            81,727,211  
 
               
Air Freight & Logistics—0.7%
               
TNT NV
    739,827       19,525,588  
Building Products—1.6%
               
Assa Abloy AB, Cl. B
    1,580,496       44,531,605  
Commercial Services & Supplies—0.7%
               
Secom Co. Ltd.
    403,900       19,127,916  
Electrical Equipment—2.0%
               
Emerson Electric Co.
    443,340       25,345,748  
Nidec Corp.
    173,900       17,584,912  
Prysmian SpA
    679,000       11,568,760  
 
             
 
            54,499,420  
 
               
Industrial Conglomerates—5.5%
               
3M Co.
    428,790       37,004,577  
Koninklijke Philips Electronics NV
    1,160,800       35,553,213  
Siemens AG
    663,147       82,564,385  
 
             
 
            155,122,175  
 
               
Machinery—0.7%
               
Fanuc Ltd.
    130,300       20,012,822  
Information Technology—28.1%
               
Communications Equipment—6.1%
               
Juniper Networks, Inc.1
    1,583,440       58,460,605  
Telefonaktiebolaget LM Ericsson, B Shares
    9,698,309       112,303,619  
 
             
 
            170,764,224  
 
               
Electronic Equipment & Instruments—4.7%
               
Corning, Inc.
    1,383,320       26,725,742  
Hoya Corp.
    1,035,000       25,138,810  
Keyence Corp.
    95,274       27,600,006  
Kyocera Corp.
    161,800       16,520,778  
Murata Manufacturing Co. Ltd.
    529,800       37,129,720  
 
             
 
            133,115,056  
 
               
Internet Software & Services—2.5%
               
eBay, Inc.1
    2,500,090       69,577,505  
IT Services—2.7%
               
Automatic Data Processing, Inc.
    571,840       26,464,755  
Infosys Technologies Ltd.
    630,108       48,514,018  
 
             
 
            74,978,773  
 
               
Semiconductors & Semiconductor Equipment—5.1%
               
Altera Corp.
    1,528,710       54,391,502  
Maxim Integrated Products, Inc.
    1,415,335       33,430,213  
MediaTek, Inc.
    1,531,891       21,858,907  
Taiwan Semiconductor Manufacturing Co. Ltd.
    13,575,184       33,057,399  
 
             
 
            142,738,021  
 
               
Software—7.0%
               
Adobe Systems, Inc.1
    1,074,443       33,071,356  
Intuit, Inc.1
    1,038,730       51,209,389  
Microsoft Corp.
    1,699,710       47,455,903  
Nintendo Co. Ltd.
    60,600       17,786,649  
SAP AG
    912,028       46,221,135  
 
             
 
            195,744,432  
 
               
Materials—0.7%
               
Chemicals—0.7%
               
Linde AG
    120,238       18,333,029  
Telecommunication Services—2.2%
               
Wireless Telecommunication Services—2.2%
               
America Movil SAB de CV, ADR, Series L
    121,380       6,959,929  
KDDI Corp.
    4,772       27,565,809  
Vodafone Group plc
    10,676,562       27,798,495  
 
             
 
            62,324,233  
 
               
Utilities—0.9%
               
Electric Utilities—0.9%
               
Fortum OYJ
    786,400       23,857,723  
 
             
 
               
Total Common Stocks
(Cost $2,072,185,389)
            2,759,873,784  
11 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Shares     Value  
 
Investment Companies—1.2%
               
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%2,3
    720,713     $ 720,713  
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%2,4
    32,313,050       32,313,050  
 
             
Total Investment Companies
(Cost $33,033,763)
            33,033,763  
 
Total Investments, at Value
(Cost $2,105,219,152)
    99.9 %   $ 2,792,907,547  
Other Assets
               
Net of Liabilities
    0.1       3,927,591  
     
Net Assets
    100.0 %   $ 2,796,835,138  
     
 
Footnotes to Statement of Investments
 
1.   Non-income producing security.
 
2.   Rate shown is the 7-day yield as of December 31, 2010.
 
3.   Interest rate is less than 0.0005%.
 
4.   Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:
                                 
    Shares     Gross     Gross     Shares  
    December 31, 2009     Additions     Reductions     December 31, 2010  
 
Oppenheimer Institutional Money Market Fund, Cl. E
    30,907,869       307,699,375       306,294,194       32,313,050  
                  
    Value     Income  
 
Oppenheimer Institutional Money Market Fund, Cl. E
  $ 32,313,050     $ 71,454  
Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
  1)   Level 1 — unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
 
  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 table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
                                 
                    Level 3–        
    Level 1–     Level 2–     Significant        
    Unadjusted     Other Significant     Unobservable        
    Quoted Prices     Observable Inputs     Inputs     Value  
 
Assets Table
                               
Investments, at Value:
                               
Common Stocks
                               
Consumer Discretionary
  $ 484,846,557     $     $     $ 484,846,557  
Consumer Staples
    230,788,661                   230,788,661  
Energy
    102,284,613                   102,284,613  
Financials
    456,497,237                   456,497,237  
Health Care
    199,476,983                   199,476,983  
Industrials
    394,546,737                   394,546,737  
Information Technology
    652,755,485       134,162,526             786,918,011  
Materials
    18,333,029                   18,333,029  
Telecommunication Services
    34,525,738       27,798,495             62,324,233  
Utilities
          23,857,723             23,857,723  
Investment Companies
    33,033,763                   33,033,763  
     
Total Assets
  $ 2,607,088,803     $ 185,818,744     $     $ 2,792,907,547  
     
 
                               
Liabilities Table
                               
Other Financial Instruments:
                               
Foreign currency exchange contracts
  $     $ (2,260 )   $     $ (2,260 )
     
Total Liabilities
  $     $ (2,260 )   $     $ (2,260 )
     
12 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
The table below shows the significant transfers between Level 1 and Level 2. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
                                 
    Transfers into     Transfers out     Transfers into     Transfers out  
    Level 1*     of Level 1**     Level 2**     of Level 2*  
 
Assets Table
                               
Investments, at Value:
                               
Common Stocks
                               
Consumer Discretionary
  $ 107,682,363     $     $     $ (107,682,363 )
Consumer Staples
    28,024,056                   (28,024,056 )
Energy
    75,498,991                   (75,498,991 )
Financials
    273,414,697                   (273,414,697 )
Health Care
    13,379,033                   (13,379,033 )
Industrials
    190,599,385                   (190,599,385 )
Information Technology
    163,218,218       (99,532,566 )     99,532,566       (163,218,218 )
Telecommunication Services
    28,924,502       (24,532,360 )     24,532,360       (28,924,502 )
     
Total Assets
  $ 880,741,245     $ (124,064,926 )   $ 124,064,926     $ (880,741,245 )
     
 
*   Transferred from Level 2 to Level 1 due to the presence of a readily available unadjusted quoted market price. As of the prior reporting period end, these securities were absent of a readily available unadjusted quoted market price due to a significant event occuring before the Fund’s assets were valued but after the close of the securities’ respective exchanges.
 
**   Transferred from Level 1 to Level 2 because of the absence of a readily available unadjusted quoted market price due to a significant event occurring before the Fund’s assets were valued but after the close of the securities’ respective exchanges.
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:
                 
Geographic Holdings   Value     Percent  
 
United States
  $ 1,064,758,053       38.1 %
Japan
    325,494,169       11.7  
Germany
    251,899,727       9.0  
Sweden
    187,198,677       6.7  
France
    171,257,583       6.1  
United Kingdom
    141,642,227       5.1  
Switzerland
    140,862,899       5.0  
Mexico
    101,041,683       3.6  
Spain
    63,513,390       2.3  
India
    62,403,431       2.2  
Italy
    62,068,417       2.2  
The Netherlands
    55,078,801       2.0  
Brazil
    54,946,280       2.0  
Taiwan
    54,916,306       2.0  
Ireland
    26,283,717       0.9  
Finland
    23,857,723       0.9  
Korea, Republic of South
    5,684,464       0.2  
     
Total
  $ 2,792,907,547       100.0 %
     
Foreign Currency Exchange Contracts as of December 31, 2010 are as follows:
                                         
            Contract Amount     Expiration             Unrealized  
Counterparty/Contract Description   Buy/Sell     (000’s)     Date     Value     Depreciation  
 
Brown Brothers Harriman
                                       
Swedish Krona (SEK)
  Sell     4,788  SEK     1/5/11     $ 711,836     $ 2,260  
See accompanying Notes to Financial Statements.
13 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010
         
Assets
       
Investments, at value—see accompanying statement of investments:
       
Unaffiliated companies (cost $2,072,906,102)
  $ 2,760,594,497  
Affiliated companies (cost $32,313,050)
    32,313,050  
 
     
 
    2,792,907,547  
Receivables and other assets:
       
Interest and dividends
    3,493,590  
Investments sold
    3,477,867  
Other
    227,093  
 
     
Total assets
    2,800,106,097  
 
       
Liabilities
       
Unrealized depreciation on foreign currency exchange contracts
    2,260  
Payables and other liabilities:
       
Shares of beneficial interest redeemed
    1,821,252  
Distribution and service plan fees
    711,545  
Shareholder communications
    286,508  
Transfer and shareholder servicing agent fees
    235,897  
Trustees’ compensation
    50,727  
Legal, auditing and other professional fees
    36,375  
Other
    126,395  
 
     
Total liabilities
    3,270,959  
 
       
Net Assets
  $ 2,796,835,138  
 
     
 
       
Composition of Net Assets
       
Par value of shares of beneficial interest
  $ 92,604  
Additional paid-in capital
    2,133,608,934  
Accumulated net investment income
    23,680,132  
Accumulated net realized loss on investments and foreign currency transactions
    (48,567,034 )
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies
    688,020,502  
 
     
Net Assets
  $ 2,796,835,138  
 
     
 
       
Net Asset Value Per Share
       
Non-Service Shares:
       
Net asset value, redemption price per share and offering price per share
(based on net assets of $1,410,763,429 and 46,563,559 shares of beneficial interest outstanding)
  $ 30.30  
Service Shares:
       
Net asset value, redemption price per share and offering price per share
(based on net assets of $1,101,584,428 and 36,675,663 shares of beneficial interest outstanding)
  $ 30.04  
Class 3 Shares:
       
Net asset value, redemption price per share and offering price per share
(based on net assets of $202,621,365 and 6,643,369 shares of beneficial interest outstanding)
  $ 30.50  
Class 4 Shares:
       
Net asset value, redemption price per share and offering price per share
(based on net assets of $81,865,916 and 2,721,393 shares of beneficial interest outstanding)
  $ 30.08  
See accompanying Notes to Financial Statements.
14 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010
         
Investment Income
       
Dividends:
       
Unaffiliated companies (net of foreign withholding taxes of $4,749,919)
  $ 51,422,607  
Affiliated companies
    71,454  
Interest
    44,489  
 
     
Total investment income
    51,538,550  
 
       
Expenses
       
Management fees
    16,477,772  
Distribution and service plan fees:
       
Service shares
    2,487,757  
Class 4 shares
    191,270  
Transfer and shareholder servicing agent fees:
       
Non-Service shares
    1,335,869  
Service shares
    997,433  
Class 3 shares
    196,460  
Class 4 shares
    76,505  
Shareholder communications:
       
Non-Service shares
    165,185  
Service shares
    124,272  
Class 3 shares
    24,187  
Class 4 shares
    9,474  
Custodian fees and expenses
    284,724  
Trustees’ compensation
    56,368  
Administration service fees
    1,500  
Other
    143,515  
 
     
Total expenses
    22,572,291  
Less waivers and reimbursements of expenses
    (31,932 )
 
     
Net expenses
    22,540,359  
 
       
Net Investment Income
    28,998,191  
 
       
Realized and Unrealized Gain
       
Net realized gain on:
       
Investments from unaffiliated companies (net of foreign capital gains tax of $264,531)
    35,894,050  
Foreign currency transactions
    25,571,948  
 
     
Net realized gain
    61,465,998  
Net change in unrealized appreciation/depreciation on:
       
Investments
    288,320,153  
Translation of assets and liabilities denominated in foreign currencies
    9,675,167  
 
     
Net change in unrealized appreciation/depreciation
    297,995,320  
 
       
Net Increase in Net Assets Resulting from Operations
  $ 388,459,509  
 
     
See accompanying Notes to Financial Statements.
15 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

STATEMENTS OF CHANGES IN NET ASSETS
                 
Year Ended December 31,   2010     2009  
 
Operations
               
Net investment income
  $ 28,998,191     $ 31,953,433  
Net realized gain (loss)
    61,465,998       (65,102,360 )
Net change in unrealized appreciation/depreciation
    297,995,320       806,598,818  
     
Net increase in net assets resulting from operations
    388,459,509       773,449,891  
 
               
Dividends and/or Distributions to Shareholders
               
Dividends from net investment income:
               
Non-Service shares
    (19,240,136 )     (27,800,589 )
Service shares
    (12,039,643 )     (16,163,769 )
Class 3 shares
    (2,863,873 )     (4,130,611 )
Class 4 shares
    (934,492 )     (1,262,683 )
     
 
    (35,078,144 )     (49,357,652 )
Distributions from net realized gain:
               
Non-Service shares
          (26,507,538 )
Service shares
          (17,924,453 )
Class 3 shares
          (3,946,570 )
Class 4 shares
          (1,437,851 )
     
 
          (49,816,412 )
 
               
Beneficial Interest Transactions
               
Net decrease in net assets resulting from beneficial interest transactions:
               
Non-Service shares
    (133,425,702 )     (140,936,466 )
Service shares
    (16,572,723 )     (37,527,816 )
Class 3 shares
    (29,607,611 )     (22,954,318 )
Class 4 shares
    (6,420,742 )     (4,666,393 )
     
 
    (186,026,778 )     (206,084,993 )
 
               
Net Assets
               
Total increase
    167,354,587       468,190,834  
Beginning of period
    2,629,480,551       2,161,289,717  
     
End of period (including accumulated net investment income of $23,680,132 and $30,325,856, respectively)
  $ 2,796,835,138     $ 2,629,480,551  
     
See accompanying Notes to Financial Statements.
16 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Non-Service Shares   Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 26.50     $ 20.21     $ 36.60     $ 36.79     $ 33.38  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .33       .33       .55       .45       .43  
Net realized and unrealized gain (loss)
    3.85       6.94       (14.46 )     1.69       5.20  
     
Total from investment operations
    4.18       7.27       (13.91 )     2.14       5.63  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.38 )     (.50 )     (.46 )     (.50 )     (.36 )
Distributions from net realized gain
          (.48 )     (2.02 )     (1.83 )     (1.86 )
     
Total dividends and/or distributions to shareholders
    (.38 )     (.98 )     (2.48 )     (2.33 )     (2.22 )
 
Net asset value, end of period
  $ 30.30     $ 26.50     $ 20.21     $ 36.60     $ 36.79  
     
 
                                       
Total Return, at Net Asset Value2
    15.96 %     39.77 %     (40.19 )%     6.32 %     17.69 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 1,410,764     $ 1,364,597     $ 1,150,113     $ 2,193,638     $ 2,297,315  
 
Average net assets (in thousands)
  $ 1,336,110     $ 1,206,240     $ 1,679,720     $ 2,302,726     $ 2,189,511  
 
Ratios to average net assets:3
                                       
Net investment income
    1.22 %     1.51 %     1.95 %     1.21 %     1.27 %
Total expenses4
    0.76 %     0.75 %     0.65 %     0.65 %     0.66 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.76 %     0.75 %     0.65 %     0.65 %     0.66 %
 
Portfolio turnover rate
    15 %     11 %     19 %     18 %     21 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    0.76 %
Year Ended December 31, 2009
    0.75 %
Year Ended December 31, 2008
    0.65 %
Year Ended December 31, 2007
    0.65 %
Year Ended December 31, 2006
    0.66 %
See accompanying Notes to Financial Statements.
17 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

FINANCIAL HIGHLIGHTS Continued
                                         
Service Shares     Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 26.28     $ 20.02     $ 36.27     $ 36.49     $ 33.16  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .26       .27       .47       .33       .33  
Net realized and unrealized gain (loss)
    3.82       6.90       (14.32 )     1.72       5.16  
     
Total from investment operations
    4.08       7.17       (13.85 )     2.05       5.49  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.32 )     (.43 )     (.38 )     (.44 )     (.30 )
Distributions from net realized gain
          (.48 )     (2.02 )     (1.83 )     (1.86 )
     
Total dividends and/or distributions to shareholders
    (.32 )     (.91 )     (2.40 )     (2.27 )     (2.16 )
 
Net asset value, end of period
  $ 30.04     $ 26.28     $ 20.02     $ 36.27     $ 36.49  
     
 
                                       
Total Return, at Net Asset Value2
    15.70 %     39.36 %     (40.33 )%     6.08 %     17.36 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 1,101,584     $ 980,485     $ 772,107     $ 1,300,989     $ 983,558  
 
Average net assets (in thousands)
  $ 997,627     $ 830,887     $ 1,051,239     $ 1,180,656     $ 750,499  
 
Ratios to average net assets:3
                                       
Net investment income
    0.96 %     1.23 %     1.70 %     0.91 %     0.98 %
Total expenses4
    1.01 %     1.00 %     0.90 %     0.89 %     0.91 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    1.01 %     1.00 %     0.90 %     0.89 %     0.91 %
 
Portfolio turnover rate
    15 %     11 %     19 %     18 %     21 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    1.01 %
Year Ended December 31, 2009
    1.00 %
Year Ended December 31, 2008
    0.90 %
Year Ended December 31, 2007
    0.89 %
Year Ended December 31, 2006
    0.91 %
See accompanying Notes to Financial Statements.
18 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

                                         
Class 3 Shares     Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 26.67     $ 20.34     $ 36.82     $ 36.99     $ 33.55  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .33       .33       .56       .45       .43  
Net realized and unrealized gain (loss)
    3.88       6.98       (14.56 )     1.71       5.23  
     
Total from investment operations
    4.21       7.31       (14.00 )     2.16       5.66  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.38 )     (.50 )     (.46 )     (.50 )     (.36 )
Distributions from net realized gain
          (.48 )     (2.02 )     (1.83 )     (1.86 )
     
Total dividends and/or distributions to shareholders
    (.38 )     (.98 )     (2.48 )     (2.33 )     (2.22 )
 
Net asset value, end of period
  $ 30.50     $ 26.67     $ 20.34     $ 36.82     $ 36.99  
Total Return, at Net Asset Value2
    15.97 %     39.70 %     (40.19 )%     6.34 %     17.69 %
     
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 202,621     $ 206,356     $ 175,971     $ 361,621     $ 395,901  
 
Average net assets (in thousands)
  $ 196,495     $ 182,553     $ 269,650     $ 391,270     $ 369,406  
 
Ratios to average net assets:3
                                       
Net investment income
    1.22 %     1.49 %     1.95 %     1.22 %     1.26 %
Total expenses4
    0.76 %     0.75 %     0.65 %     0.65 %     0.66 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.76 %     0.75 %     0.65 %     0.65 %     0.66 %
 
Portfolio turnover rate
    15 %     11 %     19 %     18 %     21 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    0.76 %
Year Ended December 31, 2009
    0.75 %
Year Ended December 31, 2008
    0.65 %
Year Ended December 31, 2007
    0.65 %
Year Ended December 31, 2006
    0.66 %
See accompanying Notes to Financial Statements.
19 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

FINANCIAL HIGHLIGHTS Continued
                                         
Class 4 Shares       Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 26.32     $ 20.03     $ 36.28     $ 36.49     $ 33.15  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .26       .27       .47       .34       .34  
Net realized and unrealized gain (loss)
    3.82       6.92       (14.34 )     1.70       5.16  
     
Total from investment operations
    4.08       7.19       (13.87 )     2.04       5.50  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.32 )     (.42 )     (.36 )     (.42 )     (.30 )
Distributions from net realized gain
          (.48 )     (2.02 )     (1.83 )     (1.86 )
     
Total dividends and/or distributions to shareholders
    (.32 )     (.90 )     (2.38 )     (2.25 )     (2.16 )
 
Net asset value, end of period
  $ 30.08     $ 26.32     $ 20.03     $ 36.28     $ 36.49  
     
 
                                       
Total Return, at Net Asset Value2
    15.67 %     39.38 %     (40.35 )%     6.06 %     17.40 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 81,866     $ 78,043     $ 63,099     $ 123,542     $ 114,232  
 
Average net assets (in thousands)
  $ 76,519     $ 66,965     $ 93,909     $ 122,385     $ 100,973  
 
Ratios to average net assets:3
                                       
Net investment income
    0.97 %     1.22 %     1.69 %     0.93 %     1.00 %
Total expenses4
    1.01 %     1.00 %     0.91 %     0.90 %     0.91 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    1.01 %     1.00 %     0.91 %     0.90 %     0.91 %
 
Portfolio turnover rate
    15 %     11 %     19 %     18 %     21 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    1.01 %
Year Ended December 31, 2009
    1.00 %
Year Ended December 31, 2008
    0.91 %
Year Ended December 31, 2007
    0.90 %
Year Ended December 31, 2006
    0.91 %
See accompanying Notes to Financial Statements.
20 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Oppenheimer Global Securities Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek long-term capital appreciation by investing a substantial portion of its assets in securities of foreign issuers, “growth-type” companies, cyclical industries and special situations that are considered to have appreciation possibilities. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
     The Fund offers Non-Service, Service, Class 3 and Class 4 shares. All classes are sold at their offering price, which is the net asset value per share, to separate investment accounts of participating insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other investment products. The class of shares being designated as Service shares and Class 4 shares are subject to a distribution and service plan. 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. The Fund assesses a 1% fee on the proceeds of Class 3 and Class 4 shares that are redeemed (either by selling or exchanging to another Oppenheimer fund or other investment option offered through your variable life insurance or variable annuity contract) within 60 days of their purchase. The fee, which is retained by the Fund, is accounted for as an addition to paid-in capital.
     The following is a summary of significant accounting policies consistently followed by the Fund.
Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.
     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.
     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.
     U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.
21 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
     Forward foreign currency exchange contracts are valued utilizing current and forward currency rates obtained from independent pricing services.
     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.
     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities 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 adjusted for any discounts related to 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.
     There have been no significant changes to the fair valuation methodologies of the Fund during the period.
Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.
Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.
     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.
     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.
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.
22 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

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 remain open for the three preceding fiscal reporting period ends.
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.
                         
                    Net Unrealized  
                    Appreciation  
                    Based on Cost of  
Undistributed   Undistributed     Accumulated     Securities and Other  
Net Investment   Long-Term     Loss     Investments for Federal  
Income   Gain     Carryforward1,2,3     Income Tax Purposes  
 
$31,700,131
  $     $ 17,214,823     $ 648,698,863  
 
1.   As of December 31, 2010, the Fund had $17,214,823 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2010, details of the capital loss carryforward were as follows:
         
Expiring    
 
2017
  $ 17,214,823  
 
2.   During the fiscal year ended December 31, 2010, the Fund utilized $61,984,330 of capital loss carryforward to offset capital gains realized in that fiscal year.
 
3.   During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.
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 may differ from their ultimate characterization for federal income tax purposes. 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 December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.
         
Reduction   Reduction  
to Accumulated   to Accumulated  
Net Investment   Net Realized Loss  
Income   on Investments  
 
$565,771
  $ 565,771  
The tax character of distributions paid during the years ended December 31, 2010 and December 31, 2009 was as follows:
                 
    Year Ended     Year Ended  
    December 31, 2010     December 31, 2009  
 
Distributions paid from:
               
Ordinary income
  $ 35,078,144     $ 49,392,292  
Long-term capital gain
          49,781,772  
     
Total
  $ 35,078,144     $ 99,174,064  
     
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 as of December 31, 2010 are noted in the following
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NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
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.
         
Federal tax cost of securities
  $ 2,144,543,051  
Federal tax cost of other investments
    (711,836 )
 
     
Total federal tax cost
  $ 2,143,831,215  
 
     
 
       
Gross unrealized appreciation
  $ 713,036,000  
Gross unrealized depreciation
    (64,337,137 )
 
     
Net unrealized appreciation
  $ 648,698,863  
 
     
Certain foreign countries impose a tax on capital gains which is accrued by the Fund based on unrealized appreciation, if any, on affected securities. The tax is paid when the gain is realized.
Trustees’ Compensation. The Board of Trustees 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.
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. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed 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 market value of the securities received. Interest income 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.
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 0.50%. 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
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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.
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
2. 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 December 31, 2010     Year Ended December 31, 2009  
    Shares     Amount     Shares     Amount  
 
Non-Service Shares
                               
Sold
    3,002,141     $ 81,399,571       4,700,539     $ 96,201,259  
Dividends and/or distributions reinvested
    719,257       19,240,136       3,644,841       54,308,127  
Redeemed
    (8,659,048 )     (234,065,409 )     (13,740,529 )     (291,445,852 )
     
Net decrease
    (4,937,650 )   $ (133,425,702 )     (5,395,149 )   $ (140,936,466 )
     
 
                               
Service Shares
                               
Sold
    4,081,506     $ 109,511,274       2,545,715     $ 56,464,839  
Dividends and/or distributions reinvested
    453,129       12,039,643       2,301,703       34,088,222  
Redeemed
    (5,166,594 )     (138,123,640 )     (6,110,959 )     (128,080,877 )
     
Net decrease
    (631,959 )   $ (16,572,723 )     (1,263,541 )   $ (37,527,816 )
     
 
                               
Class 3 Shares
                               
Sold
    201,269     $ 5,485,318       250,961     $ 5,397,159  
Dividends and/or distributions reinvested
    106,384       2,863,873       538,120       8,077,181  
Redeemed
    (1,401,659 )     (37,956,802 )1     (1,702,099 )     (36,428,658 )2
     
Net decrease
    (1,094,006 )   $ (29,607,611 )     (913,018 )   $ (22,954,318 )
     
 
                               
Class 4 Shares
                               
Sold
    83,546     $ 2,267,578       131,734     $ 2,846,292  
Dividends and/or distributions reinvested
    35,118       934,492       181,977       2,700,534  
Redeemed
    (362,658 )     (9,622,812 )1     (497,765 )     (10,213,219 )2
     
Net decrease
    (243,994 )   $ (6,420,742 )     (184,054 )   $ (4,666,393 )
     
 
1.   Net of redemption fees of $3,781 and $2,816 for Class 3 and Class 4, respectively.
 
2.   Net of redemption fees of $5,246 and $4,411 for Class 3 and Class 4, respectively.
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2010, were as follows:
                 
    Purchases     Sales  
 
Investment securities
  $ 386,662,911     $ 583,878,682  
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NOTES TO FINANCIAL STATEMENTS Continued
4. 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:
         
Fee Schedule    
 
Up to $200 million
    0.75 %
Next $200 million
    0.72  
Next $200 million
    0.69  
Next $200 million
    0.66  
Over $800 million
    0.60  
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS fees at an annual rate of 0.10% of the daily net assets of each class of shares. For the year ended December 31, 2010, the Fund paid $2,593,552 to OFS for services to the Fund.
Distribution and Service Plan for Service Shares and Class 4 Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares and Class 4 shares to pay OppenheimerFunds Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s Service shares and Class 4 shares. Under the Plan, payments are made periodically at an annual rate of 0.25% of the daily net assets of Service shares and Class 4 shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors of the insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners that hold Service shares and Class 4 shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares and Class 4 shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
Waivers and Reimbursements of Expenses. The Manager has voluntarily agreed to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 1.00% for Non-Service and Class 3 shares and 1.25% for Service and Class 4 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 IMMF. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $31,932 for IMMF management fees.
     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
5. Risk Exposures and the Use of Derivative Instruments
The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity and debt securities: they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may
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allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.
Market Risk Factors. In accordance with its investment objectives, the Fund may use derivatives to increase or decrease its exposure to one or more of the following 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 to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.
Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.
Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.
Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.
Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.
The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.
Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.
     Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.
     Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.
Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial
27 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
5. Risk Exposures and the Use of Derivative Instruments Continued
institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.
Credit Related Contingent Features. The Fund’s agreements with derivative counterparties have several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s International Swap and Derivatives Association, Inc. master agreements which govern certain positions in swaps, over-the-counter options and swaptions, and forward currency exchange contracts for each individual counterparty.
Valuations of derivative instruments as of December 31, 2010 are as follows:
             
    Liability Derivatives  
Derivatives Not Accounted   Statement of Assets and      
for as Hedging Instruments   Liabilities Location   Value  
 
Foreign exchange contracts
  Unrealized depreciation on foreign currency exchange contracts     $2,260  
The effect of derivative instruments on the Statement of Operations is as follows:
Amount of Realized Gain or (Loss) Recognized on Derivatives
         
Derivatives Not Accounted for      
as Hedging Instruments   Foreign currency transactions  
 
Foreign exchange contracts
  $ (1,362,614 )
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
         
Derivatives Not Accounted for   Translation of assets and liabilities  
as Hedging Instruments   denominated in foreign currencies  
 
Foreign exchange contracts
  $ (2,260 )
Foreign Currency Exchange Contracts
The Fund may enter into foreign currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date.
     Forward contracts are reported on a schedule following the Statement of Investments. Forward contracts will be valued daily based upon the closing prices of the forward currency rates determined at the close of the Exchange as provided by a bank, dealer or pricing service. The resulting unrealized appreciation (depreciation) is reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.
     The Fund has purchased and sold certain forward foreign currency exchange contracts of different currencies in order to acquire currencies to pay for related foreign securities purchase transactions, or to convert foreign currencies to U.S. dollars from related foreign securities sale transactions. These foreign currency exchange contracts are negotiated at the current spot exchange rate with settlement typically within two business days thereafter.
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     The Fund has entered into forward foreign currency exchange contracts with the obligation to purchase specified foreign currencies in the future at a currently negotiated forward rate in order to take a positive investment perspective on the related currency. These forward foreign currency exchange contracts seek to increase exposure to foreign exchange rate risk.
     The Fund has entered into forward foreign currency exchange contracts with the obligation to purchase specified foreign currencies in the future at a currently negotiated forward rate in order to decrease exposure to foreign exchange rate risk associated with foreign currency denominated securities held by the Fund.
     The Fund has entered into forward foreign currency exchange contracts with the obligation to sell specified foreign currencies in the future at a currently negotiated forward rate in order to take a negative investment perspective on the related currency. These forward foreign currency exchange contracts seek to increase exposure to foreign exchange rate risk.
     The Fund has entered into forward foreign currency exchange contracts with the obligation to sell specified foreign currencies in the future at a currently negotiated forward rate in order to decrease exposure to foreign exchange rate risk associated with foreign currency denominated securities held by the Fund.
     During the year ended December 31, 2010, the Fund had average contract amounts on forward foreign currency contracts to buy and sell of $2,571,248 and $3,566,990, respectively.
     Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty will default.
6. Pending Litigation
Since 2009, a number of lawsuits have been pending federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair
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NOTES TO FINANCIAL STATEMENTS Continued
6. Pending Litigation Continued
the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
7. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:
We have audited the accompanying statement of assets and liabilities of Oppenheimer Global Securities Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2010, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. 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. The accompanying financial highlights of Oppenheimer Global Securities Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those financial highlights.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian and transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Global Securities Fund/VA as of December 31, 2010, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG llp
Denver, Colorado
February 16, 2011
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FEDERAL INCOME TAX INFORMATION Unaudited
In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.
     Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2010 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 33.45% to arrive at the amount eligible for the corporate dividend-received deduction.
     The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis. The maximum amount allowable but not less than $5,012,947 of foreign income taxes were paid by the Fund during the fiscal year ended December 31, 2010. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes.
     Gross income of the maximum amount allowable but not less than $31,934,331 was derived from sources within foreign countries or possessions of the United States.
     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.
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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio manager and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Rajeev Bhaman, the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s
33 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued
historical performance to relevant market indices and to the performance of other global growth funds underlying variable insurance products. The Board considered that the Fund outperformed its performance universe median during the one-year and ten-year periods and performed equal to its performance universe median during the five-year period, although it underperformed its performance universe median during the three-year period. The Board considered the Manager’s assertion that the Global Team’s long-term focus is providing strong, long-term performance. The Board then considered the Fund’s recent improved performance, noting that the Fund ranked in the top quintile for the one-year period and the year-to-date ended April 30, 2010.
     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other global growth funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds to those of retail funds, it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s total expenses and actual management fees were lower than its expense group median. The Board also noted that, effective May 1, 2009, the Manager voluntarily agreed to cap annual total expenses, as a percentage of net assets, for non-service and Class 3 Shares at 1.00% and for service and Class 4 Shares at 1.25%.
     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
34 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures 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 Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (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 1.800.525.7048, 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.
35 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited
     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Fund, Length of Service, Age   the Fund Complex Currently Overseen
 
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.
 
   
William L. Armstrong,
Chairman of the Board
of Trustees (since 2003),
Trustee (since 1999)
Age: 73
  President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
George C. Bowen,
Trustee (since 1999)
Age: 74
  Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Bowen has served on the Boards of certain Oppenheimer funds since 1998, 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 Boards’ deliberations.
 
   
Edward L. Cameron,
Trustee (since 1999)
Age: 72
  Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999,
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 Boards’ deliberations.
 
   
Jon S. Fossel,
Trustee (since 1990)
Age: 68
  Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, 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 Boards’ deliberations.
 
   
Sam Freedman,
Trustee (since 1996)
Age: 70
  Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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 Boards’ deliberations.
36 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Fund, Length of Service, Age   the Fund Complex Currently Overseen
 
Beverly L. Hamilton,
Trustee (since 2002)
Age: 64
  Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 36 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, 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 Boards’ deliberations.
 
   
Robert J. Malone,
Trustee (since 2002)
Age: 66
  Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 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 Boards’ deliberations.
 
   
F. William Marshall, Jr.,
Trustee (since 2000)
Age: 68
  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, 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 Boards’ deliberations.
 
   
INTERESTED TRUSTEE AND OFFICER
  The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
 
   
William F. Glavin, Jr.,
Trustee, President and Principal Executive Officer (since 2009)
Age: 52
  Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006- February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006)
37 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Fund, Length of Service, Age   the Fund Complex Currently Overseen
 
William F. Glavin, Jr.,
Continued
  of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, 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 Boards’ deliberations.
 
   
OTHER OFFICERS OF THE FUND
  The addresses of the Officers in the chart below are as follows: for Messrs. Bhaman, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 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.
 
   
Rajeev Bhaman,
Vice President and Portfolio Manager (since 2004)
Age: 47
  Senior Vice President of the Manager (since May 2006); Vice President of the Manager (January 1997-May 2006). An officer of 2 portfolios in the OppenheimerFunds complex.
 
   
Thomas W. Keffer,
Vice President and Chief Business Officer
(since 2009)
Age: 55
  Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Mark S. Vandehey,
Vice President and Chief Compliance Officer
(since 2004)
Age: 60
  Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Brian W. Wixted,
Treasurer and Principal Financial & Accounting Officer (since 1999)
Age: 51
  Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Robert G. Zack,
Vice President and Secretary
(since 2001)
Age: 62
  Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.
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 1.800.981.2871.
38 | OPPENHEIMER GLOBAL SECURITIES FUND/VA

 


 

OPPENHEIMER GLOBAL SECURITIES FUND/VA
A Series of Oppenheimer Variable Account Funds
     
Manager
  OppenheimerFunds, Inc.
 
Distributor
  OppenheimerFunds Distributor, Inc.
 
Transfer Agent
  OppenheimerFunds Services
 
Independent Registered Public Accounting Firm
  KPMG llp
 
Counsel
  K&L Gates LLP
Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.
© 2011 OppenheimerFunds, Inc. All rights reserved.
(OPPENHEIMERFUNDS LOGO)

 


 

(OPPENHEIMERFUNDS LOGO)
December 31, 2010 Oppenheimer High Income Fund/VA Annual Report A Series of Oppenheimer Variable Account Funds ANNUAL REPORT Listing of Top Holdings Fund Performance Discussion Listing of Investments Financial Statements

 


 

OPPENHEIMER HIGH INCOME FUND/VA
Portfolio Manager: Joseph Welsh
Average Annual Total Returns
For the Periods Ended 12/31/10
                         
      1-Year     5-Year     10-Year
 
Non-Service Shares
    14.81 %     -19.62 %     -7.44%  
                         
                      Since Inception
      1-Year     5-Year     (9/18/01)
 
Service Shares
    14.44 %     -19.61 %     -8.11%  
                         
                      Since Inception
      1-Year     5-Year     (5/1/07)
 
Class 3
    14.69 %     N/A       -28.22%  
Class 4
    14.27       N/A       -28.13  
Expense Ratios
For the Fiscal Year Ended 12/31/10
                 
      Gross Expense     Net Expense
      Ratios     Ratios
 
Non-Service Shares
    0.98 %     0.69 %
Service Shares
    1.23       0.94  
Class 3 Shares
    0.99       0.69  
Class 4 Shares
    1.23       0.94  
The 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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account. The net expense ratios take into account voluntary fee waivers or expense reimbursements, without which performance would have been less. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
Credit Allocation
         
Credit Rating Breakdown   NRSRO Only Total  
 
AAA
    3.0 %
BB
    10.9  
B
    53.3  
CCC
    27.4  
D
    0.2  
Unrated
    5.2  
 
     
Total
    100.0 %
 
     
The percentages above are based on the market value of the Fund’s securities as of December 31, 2010 and are subject to change. Except for securities labeled “unrated” and except for certain securities issued or guaranteed by a foreign sovereign or supranational entity, all securities have been rated by at least one Nationally Recognized Statistical Rating Organization (“NRSRO”), such as Standard & Poor’s (“S&P”). For securities rated only by an NRSRO other than S&P, OppenheimerFunds, Inc. converts that rating to the equivalent S&P rating. If two or more NRSROs have assigned a rating to a security, the highest S&P equivalent rating is used. Unrated securities issued or guaranteed by a foreign sovereign or supranational entity are assigned a credit rating equal to the highest NRSRO rating assigned to that foreign sovereign or supranational entity. Fund assets invested in Oppenheimer Institutional Money Market Fund are assigned that fund’s S&P rating, which is currently AAA. “Investment-grade” securities are securities rated within the NRSROs’ four highest rating categories. Unrated securities do not necessarily indicate low credit quality, but may or may not be equivalent of investment-grade. Please consult the Fund’s prospectus for further information. Additional information can be found in the Fund’s Statement of Additional Information.
Corporate Bonds & Notes—Top Ten Industries
         
Oil, Gas & Consumable Fuels
    8.7 %
Hotels, Restaurants & Leisure
    7.8  
Media
    5.9  
Paper & Forest Products
    4.6  
Aerospace & Defense
    3.7  
Chemicals
    3.5  
Diversified Telecommunication Services
    3.4  
Capital Markets
    3.2  
Energy Traders
    3.0  
Health Care Providers & Services
    3.0  
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets.
2 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Management’s Discussion of Fund Performance. Oppenheimer High Income Fund/VA’s Non-Service shares produced positive absolute results during the reporting period, with a 14.81% total return. The Fund outperformed the JPMorgan Domestic High Yield Master Index (the “Index”), which returned 14.73%, while the BofA Merrill Lynch High Yield Master Index returned 15.24% during the reporting period.
     Although the U.S. and other western economies continued to recover from a recession and worldwide financial crisis during the reporting period, the recovery proved to be choppy. In Europe, over the first half of 2010, Greece and, later, Ireland struggled to finance heavy debt loads, sparking fears of contagion to other markets and compelling national governments throughout the region to adopt fiscal austerity measures. At the same time, inflationary pressures in China prompted local government authorities to raise short-term interest rates, which fueled new concerns in the spring of 2010 regarding a major engine of global economic growth. Japan encountered a drop in export activity when the yen appreciated sharply against most major currencies. Finally, demand for goods and services in the United States remained under pressure from persistently high levels of unemployment and a weak domestic housing market.
     Economic conditions generally continued to improve in Europe and the U.S. over the second half of 2010, and investor sentiment was bolstered when the U.S. Federal Reserve announced a new round of quantitative easing in the fall. Corporate earnings continued to exceed analysts’ forecasts and the U.S. and other developed economies continued to expand at moderate rates. Many of the emerging markets shrugged off the economic problems undermining more developed economies during the first half of 2010 and enjoyed strong economic growth throughout the period. China and other nations in Southeast Asia continued to attract manufacturing facilities and investment capital, helping to support an expanding middle class of consumers. A record high volume of new emerging-market corporate bond issues provided evidence of the robust capital inflows to Asia and Latin America.
     The U.S. bond market continued its strong performance run during the reporting period. U.S. investors over the reporting period continued to seek higher yields in a historically low interest-rate environment, supporting prices of mortgage-backed securities, asset-backed securities and high yield, non-investment grade corporate bonds. Over the fourth quarter of the period, the high yield market posted positive returns despite the dramatic rise in U.S. Treasury rates in November and December.
     During the reporting period, nearly all the sectors of the Index produced strong absolute returns for the Fund. The Fund’s strongest performing sectors in terms of total return during the period included information technology, broadcasting, paper and packaging, transportation, housing, financials, telecommunications and chemicals. Investments in these areas generally performed well as market conditions continued to improve, in part due to stronger than expected corporate earnings and more positive investor sentiment.
     During the period, we established an overweight position in broadcasting, as we looked to benefit from an increase in political ads in an election year, as well as increased revenue during the World Cup. This strategy proved effective and added to Fund performance as broadcasting-related securities performed well for the Fund. The broadcasting sector rallied as advertisers once again committed advertising dollars following the economic downturn.
     The only sector where the Fund had a negative return during the period was diversified media. During the first half of the reporting period, gaming, lodging and leisure as a sector underperformed for the Fund. However, over the second half of the reporting period, the Fund’s holdings in the sector strongly rallied, and finished the period in positive territory. Cable and satellite and utilities were two additional sectors that underperformed, particularly over the first half of the period, but still produced positive results. During the reporting period, we substantially reduced our allocations to these two sectors based on our perception that investment opportunities remain limited. Additionally, while the Fund had positive returns among financial securities, the Fund was both underweight this sector and did not perform as well on a total return basis compared to the Index. While we did maintain the Fund’s relative underweight position to financials, we increased our allocation to the sector during the period as we found new opportunities.
     In terms of other allocation strategy moves during the period, we identified new opportunities in a few sectors including paper and packaging, gaming, lodging and leisure, broadcasting, industrials, technology-related securities, and increased our allocations to these areas. We believe that these industries may potentially offer attractive prices and improving fundamentals. We reduced our allocations to retail, energy, food and beverages, health care, metals and mining and telecommunication-related securities. At period end, we are generally less optimistic regarding these areas.
3 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
     Defaults in non-investment grade markets at period end remained very low, which we view as a function of improving revenue, profitability, and the ability of some issuers to extend their financing. Generally, low default rates benefit debt-holders by reducing the spread, or risk premium, demanded by investors as credit risk diminishes. The spread of the Index narrowed 82 basis points from the end of the third quarter to 583 basis points at period end. Spread compression boosted returns for the Fund and helped performance overall; moreover, the Fund had a tilt towards higher-yielding securities relative to those of the Index.
     Despite this narrowing of spreads, or risk premia, high yield bonds may potentially continue to represent value going forward, in our opinion. The primary or new-issue market for high yield bonds was over $300 billion (a record amount) by year-end, compared to $181 billion in all of 2009. Responding to the robust new-issue market throughout 2010, issuers have been able to push out their refinancing needs two to three years. The new issue market has been buoyed by pension funds and retail investors that continue to allocate new cash to the non-investment grade bond and senior loan markets in a search for yield and diversification. AMG Data Services estimates that inflows into high yield bond mutual funds topped $13 billion by year-end.
     Looking forward, the U.S. economic recovery now appears to be firmly entrenched. Indeed, the U.S. economy appears to be strengthening on the heels of the new tax-cut stimulus, QE2, solid holiday retail sales, and improving corporate profitability. On the flip side, unemployment may continue to stay high for some time and the residential real estate market remains under pressure. We believe that high yield bonds may continue to perform well as valuations appear attractive, in-flows are strong, and fundamentals continued to improve as of the reporting period’s end. Our outlook for the sector remains positive for both relative and absolute returns given the historically low rates recently available in U.S. Treasuries. Additionally, we believe that performance may potentially be achieved through diligent credit selection and thoughtful industry sector weightings. Indeed, an environment of sustained low rates and gradually improving fundamentals could potentially play well to our value-oriented process that evaluates market opportunities on a security-by-security basis.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.981.2871. Read the prospectus carefully before investing.
Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.
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.
Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each share class of the Fund held until December 31, 2010. In the case of Non-Service shares, performance is measured over a ten-year period. In the case of Service shares, performance is measured from inception of the Class on September 18, 2001. In the case of Class 3 and Class 4 shares, performance is measured from inception of the Class on May 1, 2007. Performance information does not reflect charges that apply to separate accounts investing in the Fund. If these charges were taken into account, performance would be lower. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares.
     The Fund’s performance is compared to the performance of the Merrill Lynch High Yield Master Index, an unmanaged index of U.S. corporate and government bonds that is a measure of the performance of the high-yield corporate bond market. Index performance includes reinvestment of income but does not reflect transaction fees or expenses. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. 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 securities comprising the index.
4 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

Non-Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PERFORMANCE GRAPH)
Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PERFORMANCE GRAPH)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
5 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Class 3 Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PERFORMANCE GRAPH)
Class 4 Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PERFORMANCE GRAPH)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
6 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees (if applicable); 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 December 31, 2010.
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 Period” 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 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 charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.
7 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

FUND EXPENSES
                         
    Beginning   Ending   Expenses
    Account   Account   Paid During
    Value   Value   6 Months Ended
    July 1, 2010   December 31, 2010   December 31, 2010
 
Actual
                       
Non-Service shares
  $ 1,000.00     $ 1,115.20     $ 4.01  
Service shares
    1,000.00       1,114.60       5.34  
Class 3
    1,000.00       1,114.60       4.00  
Class 4
    1,000.00       1,113.40       5.34  
 
                       
Hypothetical
(5% return before expenses)
                       
Non-Service shares
    1,000.00       1,021.42       3.83  
Service shares
    1,000.00       1,020.16       5.10  
Class 3
    1,000.00       1,021.42       3.83  
Class 4
    1,000.00       1,020.16       5.10  
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 fund, based on the 6-month period ended December 31, 2010 are as follows:
         
Class   Expense Ratios
 
Non-Service shares
    0.75 %
Service shares
    1.00  
Class 3
    0.75  
Class 4
    1.00  
The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. 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.
8 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS December 31, 2010
                 
    Principal        
    Amount     Value  
 
Corporate Bonds and Notes—87.2%
               
Consumer Discretionary—18.8%
               
Auto Components—1.5%
               
Goodyear Tire & Rubber Co. (The), 8.25% Sr. Unsec. Unsub. Nts., 8/15/20
  $ 570,000     $ 592,800  
Tower Automotive Holdings USA LLC/TA Holdings Finance, Inc., 10.625% Sr. Sec. Nts., 9/1/171
    1,389,000       1,500,120  
 
             
 
            2,092,920  
 
               
Hotels, Restaurants & Leisure—7.8%
               
Equinox Holdings, Inc., 9.50% Sr. Sec. Nts., 2/1/162
    350,000       371,438  
Harrah’s Operating Co., Inc., 10% Sr. Sec. Nts., 12/15/18
    2,658,000       2,438,690  
Isle of Capri Casinos, Inc., 7% Sr. Unsec. Sub. Nts., 3/1/14
    705,000       694,425  
Landry’s Restaurants, Inc., 11.625% Sr. Sec. Nts., 12/1/15
    455,000       487,988  
Mashantucket Pequot Tribe, 8.50% Bonds, Series A, 11/15/152,3,4
    1,505,000       205,056  
MGM Mirage, Inc.:
               
5.875% Sr. Nts., 2/27/14
    430,000       398,825  
6.75% Sr. Unsec. Nts., 4/1/13
    965,000       964,035  
Mohegan Tribal Gaming Authority:
               
6.125% Sr. Unsec. Sub. Nts., 2/15/13
    1,550,000       1,294,250  
6.875% Sr. Unsec. Sub. Nts., 2/15/15
    322,000       200,445  
8% Sr. Sub. Nts., 4/1/12
    1,260,000       1,058,400  
11.50% Sr. Sec. Nts., 11/1/172
    675,000       626,063  
Penn National Gaming, Inc., 8.75% Sr. Unsec. Sub. Nts., 8/15/19
    605,000       670,038  
Station Casinos, Inc., 6.50% Sr. Unsec. Sub. Nts., 2/1/143,4
    2,595,000       260  
Travelport LLC, 11.875% Sr. Unsec. Sub. Nts., 9/1/16
    750,000       740,625  
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 7.75% Sec. Nts., 8/15/20
    605,000       657,938  
 
             
 
            10,808,476  
 
               
Household Durables—1.8%
               
Beazer Homes USA, Inc.:
               
6.875% Sr. Unsec. Nts., 7/15/15
    690,000       671,025  
9.125% Sr. Nts., 5/15/192
    690,000       657,225  
K. Hovnanian Enterprises, Inc., 8.875% Sr. Sub. Nts., 4/1/12
    490,000       482,650  
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer
Luxembourg SA:
               
9% Sr. Nts., 4/15/192
    325,000       338,406  
8.50% Sr. Nts., 5/15/182
    320,000       323,200  
 
             
 
            2,472,506  
 
               
Leisure Equipment & Products—1.7%
               
Eastman Kodak Co., 9.75% Sr. Sec. Nts., 3/1/182
    2,355,000       2,413,875  
Media—5.9%
               
Affinion Group Holdings, Inc., 11.625% Sr. Nts., 11/15/152
    420,000       437,850  
Affinion Group, Inc., 7.875% Sr. Nts., 12/15/182
    760,000       744,800  
American Media Operations, Inc., 13.50% 2nd Lien Nts., 6/15/183,4
    2,031       2,031  
Belo (A.H.) Corp.:
               
7.25% Sr. Unsec. Unsub. Bonds, 9/15/27
    115,000       100,338  
7.75% Sr. Unsec. Unsub. Debs., 6/1/27
    719,000       650,695  
Cengage Learning Acquisitions, Inc.:
               
10.50% Sr. Nts., 1/15/152
    825,000       855,938  
13.25% Sr. Sub. Nts., 7/15/152
    355,000       376,300  
Clear Channel Communications, Inc., 10.75% Sr. Unsec. Unsub. Nts., 8/1/16
    745,000       670,500  
Entravison Communications Corp., 8.75% Sr. Sec. Nts., 8/1/172
    155,000       164,300  
Gray Television, Inc., 10.50% Sr. Sec. Nts., 6/29/15
    1,270,000       1,285,875  
Interactive Data Corp., 10.25% Sr. Nts., 8/1/181
    230,000       251,850  
Newport Television LLC/NTV Finance Corp., 12.44% Sr. Nts., 3/15/172,5
    615,000       581,175  
Nexstar Broadcasting, Inc., 8.875% Sr. Sec. Nts., 4/15/172
    485,000       517,738  
Radio One, Inc., 12.50% Sr. Unsec. Sub. Nts., 5/11/162
    133,000       131,005  
Sinclair Television Group, Inc., 8.375% Sr. Nts., 10/15/182
    650,000       674,375  
Univision Communications, Inc.:
               
7.875% Sr. Sec. Nts., 11/1/202
    115,000       121,325  
8.50% Sr. Unsec. Nts., 5/15/212
    150,000       152,625  
Visant Corp., 10% Sr. Sec. Nts., 10/1/172
    145,000       154,425  
WMG Holdings Corp., 9.50% Sr. Unsec. Nts., 12/15/14
    360,000       346,500  
 
             
 
            8,219,645  
 
               
Multiline Retail—0.1%
               
Bon-Ton Stores, Inc. (The), 10.25% Sr. Unsec. Unsub. Nts., 3/15/14
    115,000       117,875  
Consumer Staples—2.8%
               
Food & Staples Retailing—0.0%
               
Real Time Data Co., 11% Nts., 5/31/091,3,4,5
    476,601        
Food Products—2.8%
               
American Seafoods Group LLC, 10.75% Sr. Sub. Nts., 5/15/162
    925,000       989,750  
9 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Food Products Continued
               
ASG Consolidated LLC, 14.10% Sr. Nts., 5/15/172,5
  $ 1,040,591     $ 1,004,170  
Bumble Bee Acquisition Corp., 9% Sr. Sec. Nts., 12/15/172
    695,000       726,275  
Pilgrim’s Pride Corp., 7.875% Sr. Nts., 12/15/182
    595,000       595,000  
Southern States Cooperative, Inc., 11.25% Sr. Nts., 5/15/151
    595,000       633,675  
 
             
 
            3,948,870  
 
               
Energy—11.2%
               
Energy Equipment & Services—2.5%
               
Frac Tech Services LLC/Frac Tech Finance, Inc., 7.125% Sr. Nts., 11/15/182
    190,000       193,325  
Global Geophysical Services, Inc., 10.50% Sr. Unsec. Nts., 5/1/17
    640,000       640,000  
PHI, Inc., 8.625% Sr. Unsec. Nts., 10/15/182
    705,000       726,150  
Precision Drilling Corp., 6.625% Sr. Unsec. Nts., 11/15/202
    565,000       576,300  
Thermon Industries, Inc., 9.50% Sr. Sec. Nts., 5/1/172
    575,000       615,250  
Vantage Drilling Co., 11.50% Sr. Sec. Nts., 8/1/152
    605,000       659,450  
 
             
 
            3,410,475  
 
               
Oil, Gas & Consumable Fuels—8.7%
               
Alon Refining Krotz Springs, Inc., 13.50% Sr. Sec. Nts., 10/15/14
    200,000       193,000  
Antero Resources Finance Corp., 9.375% Sr. Unsec. Nts., 12/1/17
    645,000       678,056  
Atlas Energy Resources LLC, 10.75% Sr. Unsec. Nts., 2/1/18
    1,090,000       1,336,613  
Atlas Pipeline Partners LP, 8.125% Sr. Unsec. Nts., 12/15/15
    355,000       367,425  
ATP Oil & Gas Corp., 11.875% Sr. Sec. Nts., 5/1/152
    1,965,000       1,866,750  
Berry Petroleum Co., 8.25% Sr. Sub. Nts., 11/1/16
    220,000       230,450  
Bill Barrett Corp., 9.875% Sr. Nts., 7/15/16
    585,000       644,963  
BreitBurn Energy Partners LP, 8.625% Sr. Unsec. Nts., 10/15/202
    665,000       671,650  
Chaparral Energy, Inc.:
               
8.875% Sr. Unsec. Nts., 2/1/17
    640,000       652,800  
9.875% Sr. Nts., 10/1/202
    640,000       678,400  
Crosstex Energy LP/Crosstex Energy Finance Corp., 8.875% Sr. Unsec. Nts., 2/15/18
    75,000       80,719  
Linn Energy LLC, 8.625% Sr. Unsec. Nts., 4/15/202
    1,145,000       1,239,463  
MarkWest Energy Partners LP/MarkWest Energy Finance Corp., 6.75% Sr. Unsec. Nts., 11/1/20
    70,000       70,350  
Murray Energy Corp., 10.25% Sr. Sec. Nts., 10/15/152
    1,575,000       1,661,625  
Quicksilver Resources, Inc., 11.75% Sr. Nts., 1/1/16
    615,000       719,550  
Range Resources Corp., 8% Sr. Unsec. Sub. Nts., 5/15/19
    95,000       103,906  
SandRidge Energy, Inc.:
               
8.75% Sr. Unsec. Nts., 1/15/20
    560,000       578,200  
9.875% Sr. Unsec. Nts., 5/15/162
    305,000       324,063  
 
             
 
            12,097,983  
 
               
Financials—6.8%
               
Capital Markets—3.2%
               
American General Finance, 6.90% Nts., Series J, 12/15/17
    535,000       434,688  
Berry Plastics Holding Corp., 10.25% Sr. Unsec. Sub. Nts., 3/1/16
    300,000       295,875  
Nationstar Mortgage LLC/Nationstar Capital Corp., 10.875% Sr. Nts., 4/1/152
    2,475,000       2,444,063  
Nuveen Investments, Inc., 5.50% Sr. Unsec. Nts., 9/15/15
    535,000       461,438  
Pinafore LLC/Pinafore, Inc., 9% Sr. Sec. Nts., 10/1/182
    715,000       775,775  
 
             
 
            4,411,839  
 
               
Commercial Banks—0.5%
               
CIT Group, Inc., 7% Sr. Sec. Bonds, 5/1/17
    645,000       648,225  
Consumer Finance—0.4%
               
TMX Finance LLC/TitleMax Finance Corp., 13.25% Sr. Sec. Nts., 7/15/152
    570,000       629,850  
Diversified Financial Services—0.7%
               
GMAC LLC, 8% Sr. Unsec. Nts., 11/1/31
    375,000       405,938  
ING Groep NV, 5.775% Jr. Unsec. Sub. Perpetual Bonds6
    695,000       601,175  
 
             
 
            1,007,113  
 
               
Insurance—0.8%
               
International Lease Finance Corp.:
               
5.875% Unsec. Unsub. Nts., 5/1/13
    205,000       208,331  
8.625% Sr. Nts., 9/15/152
    410,000       441,775  
8.75% Sr. Unsec. Unsub. Nts., 3/15/172
    350,000       376,250  
8.875% Sr. Unsec. Nts., 9/1/17
    70,000       75,863  
 
             
 
            1,102,219  
10 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Real Estate Management & Development—1.2%
               
Realogy Corp., 10.50% Sr. Unsec. Nts., 4/15/14
  $ 1,085,000     $ 1,071,438  
Wallace Theater Holdings, Inc., 12.50% Sr. Sec. Nts., 6/15/131,7
    530,000       541,925  
 
             
 
            1,613,363  
 
               
Health Care—6.1%
               
Health Care Equipment & Supplies—2.1%
               
Accellent, Inc., 10% Sr. Sub. Nts., 11/1/172
    570,000       540,075  
Alere, Inc., 8.625% Sr. Sub. Nts., 10/1/182
    245,000       249,288  
Biomet, Inc.:
               
10.375% Sr. Unsec. Nts., 10/15/175
    460,000       504,850  
11.625% Sr. Unsec. Sub. Nts., 10/15/17
    275,000       305,250  
DJO Finance LLC/DJO Finance Corp., 9.75% Sr. Sub. Nts., 10/15/172
    520,000       538,200  
Inverness Medical Innovations, Inc., 7.875% Sr. Unsec. Unsub. Nts., 2/1/16
    385,000       387,888  
Universal Hospital Services, Inc., 8.50% Sr. Sec. Nts., 6/1/155
    350,000       361,375  
 
             
 
            2,886,926  
 
               
Health Care Providers & Services—3.0%
               
Capella Healthcare, Inc., 9.25% Sr. Unsec. Nts., 7/1/172
    95,000       100,938  
Catalent Pharma Solutions, Inc., 10.25% Sr. Unsec. Nts., 4/15/155
    495,151       502,578  
Gentiva Health Services, Inc., 11.50% Sr. Unsec. Unsub. Nts., 9/1/18
    575,000       629,625  
HCA, Inc., 6.375% Nts., 1/15/15
    380,000       375,250  
HEALTHSOUTH Corp.:
               
7.25% Sr. Unsec. Nts., 10/1/18
    350,000       357,875  
7.75% Sr. Unsec. Nts., 9/15/22
    130,000       134,550  
inVentiv Health, Inc., 10% Sr. Unsec. Nts., 8/15/182
    600,000       603,000  
Multiplan, Inc., 9.875% Sr. Nts., 9/1/182
    460,000       489,900  
OnCure Holdings, Inc., 11.75% Sr. Sec. Nts., 5/15/172
    265,000       251,750  
Radiation Therapy Services, Inc., 9.875% Sr. Sub. Nts., 4/15/172
    235,000       235,588  
UHS Escrow Corp., 7% Sr. Nts., 10/1/182
    55,000       56,650  
Vanguard Health Holding Co. II LLC/ Vanguard Holding Co. II, Inc., 8% Sr. Nts., 2/1/18
    375,000       386,250  
 
             
 
            4,123,954  
 
               
Health Care Technology—0.2%
               
MedAssets, Inc., 8% Sr. Nts., 11/15/182
    225,000       227,250  
Pharmaceuticals—0.8%
               
Mylan, Inc., 6% Sr. Nts., 11/15/182
    200,000       197,000  
Valeant Pharmaceuticals International, Inc., 6.875% Sr. Unsec. Nts., 12/1/182
    190,000       189,525  
Warner Chilcott Co. LLC, 7.75% Sr. Nts., 9/15/182
    800,000       812,000  
 
             
 
            1,198,525  
 
               
Industrials—12.8%
               
Aerospace & Defense—3.7%
               
BE Aerospace, Inc., 6.875% Sr. Nts., 10/1/20
    140,000       145,250  
DynCorp International, Inc., 10.375% Sr. Unsec. Nts., 7/1/172
    1,210,000       1,246,300  
Hawker Beechcraft Acquisition Co. LLC, 8.50% Sr. Unsec. Nts., 4/1/15
    1,435,000       1,072,663  
TransDigm, Inc., 7.75% Sr. Sub. Nts., 12/15/182
    1,585,000       1,648,400  
Triumph Group, Inc., 8.625% Sr. Unsec. Nts., 7/15/18
    895,000       982,263  
 
             
 
            5,094,876  
 
               
Air Freight & Logistics—0.4%
               
AMGH Merger Sub, Inc., 9.25% Sr. Sec. Nts., 11/1/182
    510,000       538,050  
Airlines—0.7%
               
Delta Air Lines, Inc., 12.25% Sr. Sec. Nts., 3/15/152
    915,000       1,036,238  
Building Products—1.2%
               
Associated Materials LLC, 9.125% Sr. Sec. Nts., 11/1/172
    265,000       277,588  
Ply Gem Industries, Inc., 13.125% Sr. Unsec. Sub. Nts., 7/15/14
    1,225,000       1,307,688  
Roofing Supply Group LLC/Roofing Supply Finance, Inc., 8.625% Sr. Sec. Nts., 12/1/172
    75,000       77,625  
 
             
 
            1,662,901  
 
               
Commercial Services & Supplies—0.7%
               
American Pad & Paper Co., 13% Sr. Sub. Nts., Series B, 11/15/053,4
    200,000        
West Corp.:
               
7.875% Sr. Nts., 1/15/192
    305,000       311,100  
8.625% Sr. Unsec. Nts., 10/1/182
    635,000       676,275  
 
             
 
            987,375  
 
               
Industrial Conglomerates—0.5%
               
Sequa Corp., 11.75% Sr. Unsec. Nts., 12/1/152
    600,000       645,000  
Machinery—2.1%
               
Cleaver-Brooks, Inc., 12.25% Sr. Sec. Nts., 5/1/162
    590,000       629,088  
11 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Machinery Continued
               
Manitowoc Co., Inc. (The), 8.50% Sr. Unsec. Nts., 11/1/20
  $ 685,000     $ 731,238  
Terex Corp., 8% Sr. Unsec. Sub. Nts., 11/15/17
    1,260,000       1,278,900  
Thermadyne Holdings Corp., 9% Sr. Sec. Nts., 12/15/172
    335,000       347,144  
 
             
 
            2,986,370  
 
               
Marine—0.7%
               
Marquette Transportation Co., 10.875% Sr. Sec. Nts., 1/15/172
    725,000       743,125  
Navios Maritime Acquisition Corp., 8.625% Sr. Sec. Nts., 11/1/172
    175,000       179,813  
 
             
 
            922,938  
 
               
Professional Services—0.7%
               
Altegrity, Inc., 10.50% Sr. Unsec. Sub. Nts., 11/1/152
    855,000       881,719  
TransUnion LLC/TransUnion Financing Corp., 11.375% Sr. Unsec. Nts., 6/15/182
    150,000       171,750  
 
             
 
            1,053,469  
 
               
Road & Rail—1.6%
               
Hertz Corp., 7.50% Sr. Unsec. Nts., 10/15/182
    1,265,000       1,318,763  
Western Express, Inc., 12.50% Sr. Sec. Nts., 4/15/152
    1,020,000       907,800  
 
             
 
            2,226,563  
 
               
Trading Companies & Distributors—0.5%
               
Ashtead Capital, Inc., 9% Nts., 8/15/161
    220,000       230,450  
United Rentals North America, Inc.:
               
8.375% Sr. Unsec. Sub. Nts., 9/15/20
    115,000       117,588  
9.25% Sr. Unsec. Unsub. Nts., 12/15/19
    275,000       307,313  
 
             
 
            655,351  
 
               
Information Technology—7.7%
               
Computers & Peripherals—0.7%
               
CDW LLC/CDW Finance Corp., 11% Sr. Unsec. Nts., 10/12/15
    310,000       323,175  
Seagate HDD Cayman, 6.875% Sr. Unsec. Nts., 5/1/202
    650,000       624,000  
 
             
 
            947,175  
 
               
Electronic Equipment & Instruments—0.5%
               
RBS Global, Inc./Rexnord Corp., 11.75% Sr. Unsec. Sub. Nts., 8/1/16
    660,000       711,150  
Internet Software & Services—1.9%
               
Bankrate, Inc., 11.75% Sr. Sec. Nts., 7/15/152
    370,000       412,550  
ITC DeltaCom, Inc., 10.50% Sr. Sec. Nts., 4/1/16
    1,245,000       1,360,163  
Telcordia Technologies, Inc., 11% Sr. Sec. Nts., 5/1/182
    945,000       954,450  
 
             
 
            2,727,163  
 
               
IT Services—2.0%
               
Ceridian Corp., 11.25% Sr. Unsec. Nts., 11/15/15
    535,000       532,325  
First Data Corp.:
               
8.875% Sr. Sec. Nts., 8/15/202
    570,000       604,200  
9.875% Sr. Unsec. Nts., 9/24/15
    1,260,000       1,206,450  
SunGard Data Systems, Inc.:
               
7.375% Sr. Unsec. Nts., 11/15/182
    190,000       191,900  
7.625% Sr. Unsec. Nts., 11/15/202
    190,000       193,325  
 
             
 
            2,728,200  
 
               
Semiconductors & Semiconductor Equipment—2.6%
               
Advanced Micro Devices, Inc., 7.75% Sr. Unsec. Nts., 8/1/202
    315,000       328,388  
Amkor Technology, Inc., 7.375% Sr. Unsec. Nts., 5/1/18
    345,000       360,525  
Freescale Semiconductor, Inc.:
               
9.25% Sr. Sec. Nts., 4/15/182
    395,000       436,475  
10.75% Sr. Unsec. Nts., 8/1/202
    1,065,000       1,166,175  
NXP BV/NXP Funding LLC:
               
7.875% Sr. Sec. Nts., 10/15/14
    375,000       391,875  
9.50% Sr. Unsec. Unsub. Nts., 10/15/15
    625,000       670,313  
9.75% Sr. Sec. Nts., 8/1/182
    255,000       288,150  
 
             
 
            3,641,901  
 
               
Materials—9.8%
               
Chemicals—3.5%
               
Ferro Corp., 7.875% Sr. Unsec. Nts., 8/15/18
    635,000       673,100  
Hexion U.S. Finance Corp./Hexion Nova Scotia Finance ULC:
               
8.875% Sr. Sec. Nts., 2/1/18
    950,000       1,020,063  
9% Sr. Sec. Nts., 11/15/202
    350,000       371,000  
Huntsman International LLC:
               
8.625% Sr. Sub. Nts., 3/15/212
    70,000       75,950  
8.625% Sr. Unsec. Sub. Nts., 3/15/20
    860,000       939,550  
Momentive Performance Materials, Inc.:
               
9% Sec. Nts., 1/15/212
    695,000       734,963  
11.50% Sr. Unsec. Sub. Nts., 12/1/16
    605,000       659,450  
Nalco Co., 6.625% Sr. Nts., 1/15/192
    120,000       123,300  
Rhodia SA, 6.875% Sr. Nts., 9/15/202
    230,000       234,313  
 
             
 
            4,831,689  
 
               
Containers & Packaging—1.2%
               
Berry Plastics Corp., 9.75% Sr. Sec. Nts., 1/15/212
    940,000       935,300  
Jefferson Smurfit Corp. (Escrow):
               
7.50% Sr. Unsec. Unsub. Nts., 6/1/133,4
    205,000       7,688  
8.25% Sr. Unsec. Nts., 10/1/123,4
    595,000       22,313  
12 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Containers & Packaging Continued
               
Smurfit-Stone Container Corp. (Escrow):
               
8% Sr. Unsec. Unsub. Nts., 3/15/173,4
  $ 395,000     $ 18,763  
8.375% Sr. Nts., 7/1/123,4
    205,000       7,688  
Solo Cup Co., 8.50% Sr. Sub. Nts., 2/15/14
    755,000       683,275  
 
             
 
            1,675,027  
 
               
Metals & Mining—0.5%
               
Edgen Murray Corp., 12.25% Sr. Sec. Nts., 1/15/15
    770,000       673,750  
Paper & Forest Products—4.6%
               
ABI Escrow Corp., 10.25% Sr. Sec. Nts., 10/15/182
    535,000       588,500  
Abitibi-Consolidated Co. of Canada (Escrow):
               
6% Sr. Unsec. Unsub. Nts., 6/20/133,4
    445,000       5,006  
7.75% Sr. Unsec. Bonds, 6/15/113,4
    225,000       2,531  
8.375% Sr. Unsec. Sub. Nts., 4/1/153,4
    615,000       6,919  
8.85% Unsec. Bonds, 8/1/303,4
    220,000       2,750  
Ainsworth Lumber Co. Ltd., 11% Sr. Unsec. Unsub. Nts., 7/29/152,5
    794,375       750,684  
Appleton Papers, Inc., 10.50% Sr. Sec. Nts., 6/15/152
    1,265,000       1,258,675  
Bowater Pulp & Paper Canada, Inc., 10.60% Sr. Unsec. Nts., 1/15/113,4
    315,000       85,050  
Bowater, Inc. (Escrow):
               
6.50% Sr. Unsec. Nts., 6/15/133,4
    725,000       32,625  
9% Sr. Unsec. Nts., 8/1/093,4
    185,000       8,325  
Catalyst Paper Corp., 11% Sr. Sec. Nts., 12/15/162
    847,000       802,533  
Mercer International, Inc., 9.50% Sr. Unsec. Nts., 12/1/172
    570,000       588,525  
NewPage Corp., 11.375% Sr. Sec. Nts., 12/31/14
    1,085,000       1,025,325  
Verso Paper Holdings LLC, 11.375% Sr. Unsec. Sub. Nts., Series B, 8/1/16
    1,310,000       1,319,825  
 
             
 
            6,477,273  
 
               
Telecommunication Services—5.7%
               
Diversified Telecommunication Services—3.4%
               
Broadview Networks Holdings, Inc., 11.375% Sr. Sec. Nts., 9/1/12
    340,000       334,050  
Cincinnati Bell, Inc.:
               
8.25% Sr. Nts., 10/15/17
    305,000       303,475  
8.75% Sr. Unsec. Sub. Nts., 3/15/18
    325,000       306,313  
Intelsat Bermuda Ltd.:
               
11.25% Sr. Unsec. Nts., 2/4/17
    635,000       695,325  
12.50% Sr. Unsec. Nts., 2/4/175
    318,750       353,813  
Intelsat Jackson Holdings SA, 7.25% Sr. Unsec. Nts., 10/15/202
    175,000       177,625  
Level 3 Financing, Inc., 9.25% Sr. Unsec. Unsub. Nts., 11/1/14
    1,125,000       1,122,188  
PAETEC Holding Corp., 9.50% Sr. Unsec. Unsub. Nts., 7/15/15
    1,085,000       1,128,400  
Windstream Corp., 8.125% Sr. Unsec. Unsub. Nts., 9/1/18
    305,000       321,775  
Winstar Communications, Inc., 12.75% Sr. Nts., 4/15/103,4
    1,000,000       1  
 
             
 
            4,742,965  
 
               
Wireless Telecommunication Services—2.3%
               
Cricket Communications, Inc., 7.75% Sr. Unsec. Nts., 10/15/202
    1,310,000       1,251,050  
MetroPCS Wireless, Inc.:
               
6.625% Sr. Unsec. Nts., 11/15/20
    680,000       649,400  
7.875% Sr. Unsec. Nts., 9/1/18
    1,165,000       1,214,513  
Teligent, Inc., 11.50% Sr. Nts., 12/1/083,4
    400,000        
 
             
 
            3,114,963  
 
               
Utilities—5.5%
               
Electric Utilities—2.1%
               
Edison Mission Energy, 7% Sr. Unsec. Nts., 5/15/17
    945,000       753,638  
Energy Future Intermediate Holding Co. LLC, 10% Sr. Sec. Nts., 12/1/20
    682,000       706,738  
Texas Competitive Electric Holdings Co. LLC:
               
10.25% Sr. Unsec. Nts., Series A, 11/1/15
    2,110,000       1,202,700  
10.25% Sr. Unsec. Nts., Series B, 11/1/15
    290,000       163,850  
 
             
 
            2,826,926  
 
               
Energy Traders—3.0%
               
Dynegy Holdings, Inc., 8.375% Sr. Unsec. Nts., 5/1/16
    770,000       579,425  
Energy Future Holdings Corp., 10% Sr. Sec. Nts., 1/15/202
    625,000       646,108  
Foresight Energy LLC, 9.625% Sr. Unsec. Nts., 8/15/172
    1,295,000       1,385,650  
GenOn Escrow Corp.:
               
9.50% Sr. Unsec. Nts., 10/15/182
    355,000       354,556  
9.875% Sr. Nts., 10/15/202
    355,000       354,113  
United Maritime Group LLC, 11.75% Sr. Sec. Nts., 6/15/15
    875,000       881,563  
 
             
 
            4,201,415  
 
               
Gas Utilities—0.4%
               
Ferrellgas LP/Ferrellgas Finance Corp., 6.50% Sr. Nts., 5/1/212
    570,000       558,600  
 
             
 
Total Corporate Bonds and Notes
(Cost $119,574,530)
            121,099,217  
13 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Shares     Value  
 
Preferred Stocks—2.1%
               
Ally Financial, Inc., 7%, Non-Vtg.2
    1,822     $ 1,722,075  
AmeriKing, Inc., 13% Cum. Sr. Exchangeable, Non-Vtg.4,5
    13,764        
Eagle-Picher Holdings, Inc., 11.75% Cum. Exchangeable, Series B, Non-Vtg.4
    8,000        
Greektown Holdings LLC, Preferred4
    11,550       1,226,957  
ICG Holdings, Inc., 14.25% Exchangeable, Non-Vtg.4,5
    342        
 
             
 
Total Preferred Stocks (Cost $3,770,026)
            2,949,032  
 
               
Common Stocks—4.1%
               
AbitibiBowater, Inc.4
    25,726       608,934  
American Media Operations, Inc.4
    58,065       946,791  
American Media, Inc.1,4
    9,424       1  
Charter Communications, Inc., Cl. A4
    26,844       1,045,305  
Global Aviation Holdings, Inc.4
    300       3,000  
Greektown Superholdings, Inc.4
    874       86,369  
Kaiser Aluminum Corp.
    458       22,941  
Orbcomm, Inc.4
    1,127       2,919  
Smurfit-Stone Container Corp.4
    67,428       1,726,157  
Visteon Corp.4
    18,823       1,270,967  
 
             
 
Total Common Stocks (Cost $6,607,940)
            5,713,384  
                 
    Units          
 
Rights, Warrants and Certificates—0.1%
               
ASG Warrant Corp. Wts., Strike Price $0.01, Exp. 5/15/181,4
    1,030       128,750  
Global Aero Logistics, Inc. Wts., Strike Price $10, Exp. 2/28/114
    570       6  
MediaNews Group, Inc. Wts., Strike Price $0.001, Exp. 3/19/17
    11,017       397  
 
             
 
Total Rights, Warrants and Certificates
(Cost $53,389)
            129,153  
                 
    Principal        
    Amount     Value  
 
Loan Participations—1.9%
               
Entegra Holdings LLC, Sr. Sec. Credit Facilities 3rd Lien Term Loan:
               
Tranche B, 10/19/155,8,9
  $ 853,848     $ 508,467  
Tranche B, 3.745%, 10/19/155,7
    459,727       273,767  
Tranche B, 3.745%, 10/19/155,7,8
    1,054,641       628,039  
Nuveen Investments, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 12.50%, 7/20/158
    1,116,875       1,211,111  
Polymer Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 0.75%, 10/4/117
    760,000        
 
             
 
Total Loan Participations
(Cost $2,405,869)
            2,621,384  
                 
    Shares          
 
Investment Companies—3.0%
               
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%10,11
    91,595       91,595  
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%10,12
    4,033,152       4,033,152  
         
 
Total Investment Companies
(Cost $4,124,747)
            4,124,747  
 
               
Total Investments, at Value
(Cost $136,536,501)
    98.4 %     136,636,917  
Other Assets Net of Liabilities
    1.6       2,246,095  
     
Net Assets
    100.0 %   $ 138,883,012  
     
Footnotes to Statement of Investments
 
1.   Restricted security. The aggregate value of restricted securities as of December 31, 2010 was $3,286,771, which represents 2.37% of the Fund’s net assets. See Note 6 of the accompanying Notes. Information concerning restricted securities is as follows:
                             
                        Unrealized  
    Acquisition                   Appreciation  
Security   Date   Cost     Value     (Depreciation)  
 
American Media, Inc.
  2/2/09   $ 208,776     $ 1     $ (208,775 )
ASG Warrant Corp. Wts., Strike Price $0.01, Exp. 5/15/18
  4/28/10-8/19/10     49,050       128,750       79,700  
Ashtead Capital, Inc., 9% Nts., 8/15/16
  12/18/09-1/25/10     221,070       230,450       9,380  
Interactive Data Corp., 10.25% Sr. Nts., 8/1/18
  7/20/10     230,000       251,850       21,850  
Real Time Data Co., 11% Nts., 5/31/09
  6/30/99-5/31/01     365,810             (365,810 )
Southern States Cooperative, Inc., 11.25% Sr. Nts., 5/15/15
  4/28/10-9/23/10     599,122       633,675       34,553  
Tower Automotive Holdings USA LLC/TA Holdings Finance, Inc., 10.625% Sr. Sec. Nts., 9/1/17
  8/13/10-12/31/10     1,363,564       1,500,120       136,556  
Wallace Theater Holdings, Inc., 12.50% Sr. Sec. Nts., 6/15/13
  9/30/10-10/6/10     538,963       541,925       2,962  
         
 
      $ 3,576,355     $ 3,286,771     $ (289,584 )
         
14 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

 
2.   Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $61,282,528 or 44.13% of the Fund’s net assets as of December 31, 2010.
 
3.   Issue is in default. See Note 1 of the accompanying Notes.
 
4.   Non-income producing security.
 
5.   Interest or dividend is paid-in-kind, when applicable.
 
6.   This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest. Rate reported represents the current interest rate for this variable rate security.
 
7.   Represents the current interest rate for a variable or increasing rate security.
 
8.   When-issued security or delayed delivery to be delivered and settled after December 31, 2010. See Note 1 of the accompanying Notes.
 
9.   This Senior Loan will settle after December 31, 2010, at which time the interest rate will be determined.
 
10.   Rate shown is the 7-day yield as of December 31, 2010.
 
11.   Interest rate is less than 0.0005%.
 
12.   Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:
                                 
    Shares     Gross     Gross     Shares  
    December 31, 2009     Additions     Reductions     December 31, 2010  
 
Oppenheimer Institutional Money Market Fund, Cl. E
    2,092,310       101,210,463       99,269,621       4,033,152  
                 
    Value     Income  
 
Oppenheimer Institutional Money Market Fund, Cl. E
  $ 4,033,152     $ 14,983  
Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
  1)   Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
 
  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 table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
                                       
                    Level 3—        
    Level 1—     Level 2—     Significant        
    Unadjusted     Other Significant     Unobservable        
    Quoted Prices     Observable Inputs     Inputs     Value  
 
Assets Table
                               
Investments, at Value:
                               
Corporate Bonds and Notes
  $     $ 121,012,135     $ 87,082     $ 121,099,217  
Preferred Stocks
          1,722,075       1,226,957       2,949,032  
Common Stocks
                               
Consumer Discretionary
    1,045,305       1,270,967       1,033,161       3,349,433  
Industrials
                3,000       3,000  
Information Technology
    2,919                   2,919  
Materials
    2,358,032                   2,358,032  
Rights, Warrants and Certificates
          128,750       403       129,153  
Loan Participations
          2,621,384             2,621,384  
Investment Companies
    4,124,747                   4,124,747  
     
Total Assets
  $ 7,531,003     $ 126,755,311     $ 2,350,603     $ 136,636,917  
     
Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
15 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
The following is a reconciliation of assets in which significant unobservable inputs (level 3) were used in determining fair value:
                                                         
                    Change in     Accretion/                      
                    unrealized     (amortization)             Transfers in        
    Value as of     Realized     appreciation/     of premium/     Net purchases     and/or out of     Value as of  
    December 31, 2009     gain     depreciation     discount1     (sales)     Level 3     December 31, 2010  
 
Assets Table
                                                       
Investments, at Value:
                                                       
Corporate Bonds and Notes
  $     $     $ 1,657     $ 2     $ 85,413     $ 10     $ 87,082  
Preferred Stocks
                71,957             1,155,000             1,226,957  
Common Stocks
                                                       
Consumer Discretionary
                (1,699,466 )           2,732,533       94       1,033,161  
Industrials
    4,647       1,647       (1,647 )             (1,647 )           3,000  
Rights, Warrants and Certificates
    6                                 397       403  
     
Total Assets
  $ 4,653     $ 1,647     $ (1,627,499 )   $ 2     $ 3,971,299     $ 501     $ 2,350,603  
     
 
1.   Included in net investment income.
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
See accompanying Notes to Financial Statements.
16 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010
         
Assets
       
Investments, at value—see accompanying statement of investments:
       
Unaffiliated companies (cost $132,503,349)
  $ 132,603,765  
Affiliated companies (cost $4,033,152)
    4,033,152  
 
     
 
    136,636,917  
 
       
Receivables and other assets:
       
Interest, dividends and principal paydowns
    2,816,907  
Investments sold (including $84,766 sold on a when-issued or delayed delivery basis)
    322,890  
Shares of beneficial interest sold
    2,394  
Other
    13,549  
 
     
Total assets
    139,792,657  
 
       
Liabilities
       
Payables and other liabilities:
       
Investments purchased (including $504,501 purchased on a when-issued or delayed delivery basis)
    673,444  
Shares of beneficial interest redeemed
    61,684  
Shareholder communications
    57,067  
Distribution and service plan fees
    45,053  
Legal, auditing and other professional fees
    33,382  
Trustees’ compensation
    11,822  
Transfer and shareholder servicing agent fees
    11,652  
Other
    15,541  
 
     
Total liabilities
    909,645  
 
       
Net Assets
  $ 138,883,012  
 
     
 
       
Composition of Net Assets
       
Par value of shares of beneficial interest
  $ 65,125  
Additional paid-in capital
    356,247,273  
Accumulated net investment income
    11,799,334  
Accumulated net realized loss on investments
    (229,329,136 )
Net unrealized appreciation on investments
    100,416  
 
     
Net Assets
  $ 138,883,012  
 
     
 
       
Net Asset Value Per Share
       
Non-Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $61,563,410 and 28,967,138 shares of beneficial interest outstanding)
  $ 2.13  
Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $63,712,946 and 29,839,916 shares of beneficial interest outstanding)
  $ 2.14  
Class 3 Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $6,033,911 and 2,816,850 shares of beneficial interest outstanding)
  $ 2.14  
Class 4 Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $7,572,745 and 3,501,523 shares of beneficial interest outstanding)
  $ 2.16  
See accompanying Notes to Financial Statements.
17 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010
         
Investment Income
       
Interest
  $ 13,110,036  
Dividends:
       
Unaffiliated companies
    38,472  
Affiliated companies
    14,983  
 
     
Total investment income
    13,163,491  
 
       
Expenses
       
Management fees
    1,018,717  
Distribution and service plan fees:
       
Service shares
    159,158  
Class 4 shares
    18,190  
Transfer and shareholder servicing agent fees:
       
Non-Service shares
    59,600  
Service shares
    63,670  
Class 3 shares
    5,280  
Class 4 shares
    7,278  
Shareholder communications:
       
Non-Service shares
    35,306  
Service shares
    37,424  
Class 3 shares
    3,268  
Class 4 shares
    4,292  
Custodian fees and expenses
    15,607  
Trustees’ compensation
    10,286  
Administration service fees
    1,500  
Other
    72,842  
 
     
Total expenses
    1,512,418  
Less waivers and reimbursements of expenses
    (405,850 )
 
     
Net expenses
    1,106,568  
 
       
Net Investment Income
    12,056,923  
 
       
Realized and Unrealized Gain (Loss)
       
Net realized gain (loss) on:
       
Investment from unaffiliated companies
    7,123,512  
Swap contracts
    (845,604 )
Increase from payment by affiliate
    429  
 
     
Net realized gain
    6,278,337  
Net change in unrealized appreciation/depreciation on:
       
Investments
    (1,066,033 )
Swap contracts
    816,702  
 
     
Net change in unrealized appreciation/depreciation
    (249,331 )
 
       
Net Increase in Net Assets Resulting from Operations
  $ 18,085,929  
 
     
See accompanying Notes to Financial Statements.
18 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

STATEMENTS OF CHANGES IN NET ASSETS
                 
Year Ended December 31,   2010     2009  
 
Operations
               
Net investment income
  $ 12,056,923     $ 13,178,458  
Net realized gain (loss)
    6,278,337       (120,834,824 )
Net change in unrealized appreciation/depreciation
    (249,331 )     134,090,272  
     
Net increase in net assets resulting from operations
    18,085,929       26,433,906  
 
               
Dividends and/or Distributions to Shareholders
               
Dividends from net investment income:
               
Non-Service shares
    (3,674,586 )      
Service shares
    (3,877,767 )      
Class 3 shares
    (304,126 )      
Class 4 shares
    (385,856 )      
     
 
    (8,242,335 )      
 
               
Beneficial Interest Transactions
               
Net increase (decrease) in net assets resulting from beneficial interest transactions:
               
Non-Service shares
    (10,126,348 )     (54,571,861 )
Service shares
    (5,260,981 )     7,675,335  
Class 3 shares
    929,124       2,128,095  
Class 4 shares
    (118,291 )     1,786,116  
     
 
    (14,576,496 )     (42,982,315 )
 
               
Net Assets
               
Total decrease
    (4,732,902 )     (16,548,409 )
Beginning of period
    143,615,914       160,164,323  
     
End of period (including accumulated net investment income of $11,799,334 and $10,001,371, respectively)
  $ 138,883,012     $ 143,615,914  
     
See accompanying Notes to Financial Statements.
19 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Non-Service Shares    Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 1.98     $ 1.58     $ 7.95     $ 8.55     $ 8.44  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .18       .17       .54       .57       .58  
Net realized and unrealized gain (loss)
    .10       .23       (6.44 )     (.56 )     .17  
     
Total from investment operations
    .28       .40       (5.90 )     .01       .75  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.13 )           (.47 )     (.61 )     (.64 )
 
Net asset value, end of period
  $ 2.13     $ 1.98     $ 1.58     $ 7.95     $ 8.55  
     
 
                                       
Total Return, at Net Asset Value2
    14.81 %     25.32 %     (78.67 )%     (0.10 )%     9.42 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 61,563     $ 67,385     $ 111,040     $ 294,819     $ 361,445  
 
Average net assets (in thousands)
  $ 59,598     $ 71,782     $ 211,186     $ 335,702     $ 365,154  
 
Ratios to average net assets:3
                                       
Net investment income
    9.01 %     9.78 %     9.30 %     6.96 %     7.05 %
Total expenses4
    0.98 %     0.94 %     0.80 %     0.75 %     0.74 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.69 %     0.57 %     0.78 %     0.74 %     0.74 %
 
Portfolio turnover rate
    132 %     128 %     53 %5     67 %5     57 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    0.98 %
Year Ended December 31, 2009
    0.96 %
Year Ended December 31, 2008
    0.80 %
Year Ended December 31, 2007
    0.76 %
Year Ended December 31, 2006
    0.74 %
 
5.   The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:
                 
    Purchase Transactions     Sale Transactions  
 
Year Ended December 31, 2008
  $ 40,240,084     $ 41,196,921  
Year Ended December 31, 2007
  $ 30,798,147     $ 24,096,458  
See accompanying Notes to Financial Statements.
20 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

                                         
Service Shares    Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 1.99     $ 1.58     $ 7.89     $ 8.50     $ 8.39  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .17       .16       .54       .55       .56  
Net realized and unrealized gain (loss)
    .10       .25       (6.40 )     (.57 )     .17  
     
Total from investment operations
    .27       .41       (5.86 )     (.02 )     .73  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.12 )           (.45 )     (.59 )     (.62 )
 
Net asset value, end of period
  $ 2.14     $ 1.99     $ 1.58     $ 7.89     $ 8.50  
     
 
                                       
Total Return, at Net Asset Value2
    14.44 %     25.95 %     (78.57 )%     (0.47 )%     9.23 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 63,713     $ 64,440     $ 43,375     $ 157,333     $ 173,299  
 
Average net assets (in thousands)
  $ 63,661     $ 54,202     $ 116,236     $ 169,569     $ 160,703  
 
Ratios to average net assets:3
                                       
Net investment income
    8.76 %     9.60 %     9.13 %     6.71 %     6.80 %
Total expenses4
    1.23 %     1.21 %     1.05 %     1.01 %     1.00 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.94 %     0.80 %     1.03 %     1.00 %     1.00 %
 
Portfolio turnover rate
    132 %     128 %     53 %5     67 %5     57 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    1.23 %
Year Ended December 31, 2009
    1.23 %
Year Ended December 31, 2008
    1.05 %
Year Ended December 31, 2007
    1.02 %
Year Ended December 31, 2006
    1.00 %
 
5.   The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:
                 
    Purchase Transactions     Sale Transactions  
 
Year Ended December 31, 2008
  $ 40,240,084     $ 41,196,921  
Year Ended December 31, 2007
  $ 30,798,147     $ 24,096,458  
See accompanying Notes to Financial Statements.
21 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

FINANCIAL HIGHLIGHTS Continued
                                 
Class 3 Shares    Year Ended December 31,   2010     2009     2008     20071  
 
Per Share Operating Data
                               
Net asset value, beginning of period
  $ 1.99     $ 1.57     $ 7.98     $ 8.26  
 
Income (loss) from investment operations:
                               
Net investment income2
    .18       .17       .56       .37  
Net realized and unrealized gain (loss)
    .10       .25       (6.50 )     (.65 )
     
Total from investment operations
    .28       .42       (5.94 )     (.28 )
 
Dividends and/or distributions to shareholders:
                               
Dividends from net investment income
    (.13 )           (.47 )      
 
Net asset value, end of period
  $ 2.14     $ 1.99     $ 1.57     $ 7.98  
     
 
                               
Total Return, at Net Asset Value3
    14.69 %     26.75 %     (78.89 )%     (3.39 )%
 
                               
Ratios/Supplemental Data
                               
Net assets, end of period (in thousands)
  $ 6,034     $ 4,684     $ 1,582     $ 4,921  
 
Average net assets (in thousands)
  $ 5,279     $ 3,568     $ 5,292     $ 3,750  
 
Ratios to average net assets:4
                               
Net investment income
    8.97 %     9.86 %     9.29 %     6.90 %
Total expenses5
    0.99 %     0.97 %     0.80 %     0.76 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.69 %     0.53 %     0.78 %     0.75 %
 
Portfolio turnover rate
    132 %     128 %     53 %6     67 %6
 
1.   For the period from May 1, 2007 (inception of offering) to December 31, 2007.
 
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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. 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.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    0.99 %
Year Ended December 31, 2009
    0.99 %
Year Ended December 31, 2008
    0.80 %
Period Ended December 31, 2007
    0.77 %
 
6.   The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:
                 
    Purchase Transactions     Sale Transactions  
 
Year Ended December 31, 2008
  $ 40,240,084     $ 41,196,921  
Period Ended December 31, 2007
  $ 30,798,147     $ 24,096,458  
See accompanying Notes to Financial Statements.
22 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

                                 
Class 4 Shares    Year Ended December 31,   2010     2009     2008     20071  
 
Per Share Operating Data
                               
Net asset value, beginning of period
  $ 2.01     $ 1.59     $ 7.97     $ 8.26  
 
Income (loss) from investment operations:
                               
Net investment income2
    .18       .16       .54       .36  
Net realized and unrealized gain (loss)
    .09       .26       (6.46 )     (.65 )
     
Total from investment operations
    .27       .42       (5.92 )     (.29 )
 
Dividends and/or distributions to shareholders:
                               
Dividends from net investment income
    (.12 )           (.46 )      
 
Net asset value, end of period
  $ 2.16     $ 2.01     $ 1.59     $ 7.97  
     
 
                               
Total Return, at Net Asset Value3
    14.27 %     26.42 %     (78.63 )%     (3.51 )%
 
                               
Ratios/Supplemental Data
                               
Net assets, end of period (in thousands)
  $ 7,573     $ 7,107     $ 4,167     $ 9,476  
 
Average net assets (in thousands)
  $ 7,278     $ 6,285     $ 10,658     $ 7,201  
 
Ratios to average net assets:4
                               
Net investment income
    8.74 %     9.62 %     9.00 %     6.61 %
Total expenses5
    1.23 %     1.19 %     1.07 %     1.05 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.94 %     0.80 %     1.05 %     1.04 %
 
Portfolio turnover rate
    132 %     128 %     53 %6     67 %6
 
1.   For the period from May 1, 2007 (inception of offering) to December 31, 2007.
 
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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. 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.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    1.23 %
Year Ended December 31, 2009
    1.21 %
Year Ended December 31, 2008
    1.07 %
Period Ended December 31, 2007
    1.06 %
 
6.   The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:
                 
    Purchase Transactions     Sale Transactions  
 
Year Ended December 31, 2008
  $ 40,240,084     $ 41,196,921  
Period Ended December 31, 2007
  $ 30,798,147     $ 24,096,458  
See accompanying Notes to Financial Statements.
23 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Oppenheimer High Income Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek a high level of current income from investment in high-yield, fixed-income securities. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
     The Fund offers Non-Service, Service, Class 3 and Class 4 shares. All classes are sold at their offering price, which is the net asset value per share, to separate investment accounts of participating insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other investment products. The class of shares being designated as Service shares and Class 4 shares are subject to a distribution and service plan. 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. The Fund assesses a 1% fee on the proceeds of Class 3 and Class 4 shares that are redeemed (either by selling or exchanging to another Oppenheimer fund or other investment option offered through your variable life insurance or variable annuity contract) within 60 days of their purchase. The fee, which is retained by the Fund, is accounted for as an addition to paid-in capital.
     The following is a summary of significant accounting policies consistently followed by the Fund.
Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.
     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.
     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.
     U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.
24 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

“Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.
     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities 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 adjusted for any discounts related to 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.
     There have been no significant changes to the fair valuation methodologies of the Fund during the period.
Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. Their failure to do so may cause the Fund to lose the opportunity to obtain or dispose of the security at a price and yield it considers advantageous. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase.
As of December 31, 2010, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:
         
    When-Issued or Delayed  
    Delivery Basis Transactions  
 
Purchased securities
  $ 504,501  
Sold securities
    84,766  
Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities in default, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently default. Information concerning securities in default as of December 31, 2010 is as follows:
         
Cost
  $ 4,625,679  
Market Value
  $ 407,006  
Market Value as a % of Net Assets
    0.29 %
Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a
25 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.
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.
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 remain open for the three preceding fiscal reporting period ends.
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.
                         
                    Net Unrealized  
                    Depreciation Based on Cost  
Undistributed   Undistributed     Accumulated     of Securities and Other  
Net Investment   Long-Term     Loss     Investments for Federal  
Income   Gain     Carryforward1,2,3,4     Income Tax Purposes  
 
$12,095,248
  $     $ 229,091,469     $ 244,167  
 
1.   As of December 31, 2010, the Fund had $229,091,469 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2010, details of the capital loss carryforwards were as follows:
         
Expiring        
 
2011
  $ 8,529,303  
2012
    128,504  
2016
    48,495,519  
2017
    171,938,143  
 
     
Total
  $ 229,091,469  
 
     
 
2.   During the fiscal year ended December 31, 2010, the Fund utilized $4,432,223 of capital loss carryforward to offset capital gains realized in that fiscal year.
 
3.   During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.
 
4.   During the fiscal year ended December 31, 2010, $51,629,168 of unused capital loss carryforward expired.
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 may differ from their ultimate characterization for federal income tax purposes. 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 December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.
                 
            Reduction  
    Reduction     to Accumulated  
Reduction   to Accumulated Net     Net Realized  
to Paid-in Capital   Investment Income     Loss on Investments  
 
$51,628,739
  $ 2,016,625     $ 53,645,364  
26 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

The tax character of distributions paid during the years ended December 31, 2010 and December 31, 2009 was as follows:
                 
    Year Ended     Year Ended  
    December 31, 2010     December 31, 2009  
 
Distributions paid from:
               
Ordinary income
  $ 8,242,335     $  
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 as of December 31, 2010 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.
         
Federal tax cost of securities
  $ 136,854,827  
Federal tax cost of other investments
    26,257  
 
     
Total federal tax cost
  $ 136,881,084  
 
     
 
Gross unrealized appreciation
  $ 11,479,090  
Gross unrealized depreciation
    (11,723,257 )
 
     
Net unrealized depreciation
  $ (244,167 )
 
     
Trustees’ Compensation. The Board of Trustees 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.
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. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed 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 market value of the securities received. Interest income 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.
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 0.50%. 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.
27 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
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.
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
2. 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 December 31, 2010     Year Ended December 31, 2009  
    Shares     Amount     Shares     Amount  
 
Non-Service Shares
                               
Sold
    11,152,476     $ 21,983,381       20,776,611     $ 33,067,312  
Dividends and/or distributions reinvested
    1,954,567       3,674,586              
Redeemed
    (18,147,101 )     (35,784,315 )     (56,972,656 )     (87,639,173 )
     
Net decrease
    (5,040,058 )   $ (10,126,348 )     (36,196,045 )   $ (54,571,861 )
     
 
                               
Service Shares
                               
Sold
    2,939,505     $ 5,849,488       10,597,049     $ 17,230,535  
Dividends and/or distributions reinvested
    2,040,930       3,877,767              
Redeemed
    (7,528,455 )     (14,988,236 )     (5,702,302 )     (9,555,200 )
     
Net increase (decrease)
    (2,548,020 )   $ (5,260,981 )     4,894,747     $ 7,675,335  
     
 
                               
Class 3 Shares
                               
Sold
    2,054,702     $ 4,093,320       2,785,296     $ 4,527,494  
Dividends and/or distributions reinvested
    160,066       304,126              
Redeemed
    (1,747,107 )     (3,468,322 )1     (1,445,037 )     (2,399,399 )2
     
Net increase
    467,661     $ 929,124       1,340,259     $ 2,128,095  
     
 
                               
Class 4 Shares
                               
Sold
    1,725,510     $ 3,440,558       3,615,090     $ 5,889,866  
Dividends and/or distributions reinvested
    200,967       385,856              
Redeemed
    (1,958,189 )     (3,944,705 )1     (2,698,668 )     (4,103,750 )2
     
Net increase (decrease)
    (31,712 )   $ (118,291 )     916,422     $ 1,786,116  
     
 
1.   Net of redemption fees of $3,684 and $7,734 for Class 3 and Class 4 shares, respectively.
 
2.   Net of redemption fees of $3,548 and $4,585 for Class 3 and Class 4 shares, respectively.
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2010, were as follows:
                 
    Purchases     Sales  
 
Investment securities
  $ 145,915,009     $ 141,635,036  
28 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

4. 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:
         
Fee Schedule        
 
Up to $200 million
    0.75 %
Next $200 million
    0.72  
Next $200 million
    0.69  
Next $200 million
    0.66  
Next $200 million
    0.60  
Over $1 billion
    0.50  
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS fees at an annual rate of 0.10% of the daily net assets of each class of shares. For the year ended December 31, 2010, the Fund paid $136,311 to OFS for services to the Fund.
Distribution and Service Plan for Service Shares and Class 4 Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares and Class 4 shares to pay OppenheimerFunds Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s Service shares and Class 4 shares. Under the Plan, payments are made periodically at an annual rate of 0.25% of the daily net assets of Service shares and Class 4 shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors of the insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners that hold Service shares and Class 4 shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares and Class 4 shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
Waivers and Reimbursements of Expenses. From April 1, 2009 through March 31, 2010, the Manager voluntarily waived its advisory fee by 0.26% of the Fund’s average annual net assets. This voluntary waiver was applied after all other waivers and/or reimbursements. During the year ended December 31, 2010, the Manager waived $87,865.
     The Manager has voluntarily agreed to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 0.75% for Non-Service and Class 3 shares and 1.00% for Service and Class 4 shares. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $136,885, $145,405, $12,356 and $16,771 for Non-Service, Service, Class 3 and Class 4 shares, respectively.
     The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $6,568 for IMMF management fees.
     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
     During the year ended December 31, 2010, the Manager voluntarily reimbursed the Fund $429 for certain transactions. The payment is reported separately in the Statement of Operations and increased the Fund’s total returns by less than 0.01%.
5. Risk Exposures and the Use of Derivative Instruments
The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or
29 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
5. Risk Exposures and the Use of Derivative Instruments Continued
change the level or types of exposure to market risk factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity and debt securities: they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.
Market Risk Factors. In accordance with its investment objectives, the Fund may use derivatives to increase or decrease its exposure to one or more of the following 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 to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.
Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.
Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.
Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.
Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.
     The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.
Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.
     Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.
     Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.
30 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.
Credit Related Contingent Features. The Fund’s agreements with derivative counterparties have several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s International Swap and Derivatives Association, Inc. master agreements which govern certain positions in swaps, over-the-counter options and swaptions, and forward currency exchange contracts for each individual counterparty.
The effect of derivative instruments on the Statement of Operations is as follows:
         
Amount of Realized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted      
for as Hedging Instruments   Swap contracts  
 
Credit contracts
  $ (845,604 )
         
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted      
for as Hedging Instruments   Swap contracts  
 
Credit contracts
  $ 816,702  
Swap Contracts
The Fund may enter into swap contract agreements with a counterparty to exchange a series of cash flows based on either specified reference rates, or the occurrence of a credit event, over a specified period. Such contracts may include interest rate, equity, debt, index, total return, credit and currency swaps.
     Swaps are marked to market daily using primarily quotations from pricing services, counterparties and brokers. Swap contracts are reported on a schedule following the Statement of Investments. The values of swap contracts are aggregated by positive and negative values and disclosed separately on the Statement of Assets and Liabilities by contracts in unrealized appreciation and depreciation positions. Upfront payments paid or received, if any, affect the value of the respective swap. Therefore, to determine the unrealized appreciation (depreciation) on swaps, upfront payments paid should be subtracted from, while upfront payments received should be added to, the value of contracts reported as an asset on the Statement of Assets and Liabilities. Conversely, upfront payments paid should be added to, while upfront payments received should be subtracted from the value of contracts reported as a liability. The unrealized appreciation (depreciation) related to the change in the valuation of the notional amount of the swap is combined with the accrued interest due to (owed by) the Fund at termination or settlement. The net change in this amount during the period is included on the Statement of Operations. The Fund also records any periodic payments received from (paid to) the counterparty, including at termination, under such contracts as realized gain (loss) on the Statement of Operations.
     Swap contract agreements are exposed to the market risk factor of the specific underlying reference asset. Swap contracts are typically more attractively priced compared to similar investments in related cash securities because they isolate the risk to one market risk factor and eliminate the other market risk factors. Investments in cash securities (for instance bonds) have exposure to multiple risk factors (credit and interest rate risk). Because swaps require little or no initial cash investment, they can expose the Fund to substantial risk in the isolated market risk factor.
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NOTES TO FINANCIAL STATEMENTS Continued
5. Risk Exposures and the Use of Derivative Instruments Continued
Credit Default Swap Contracts. A credit default swap is a bilateral contract that enables an investor to buy or sell protection on a debt security against a defined-issuer credit event, such as the issuer’s failure to make timely payments of interest or principal on the debt security, bankruptcy or restructuring. The Fund may enter into credit default swaps either by buying or selling protection on a single security or a basket of securities (the “reference asset”).
     The buyer of protection pays a periodic fee to the seller of protection based on the notional amount of debt securities underlying the swap contract. The seller of protection agrees to compensate the buyer of protection for future potential losses as a result of a credit event on the reference asset. The contract effectively transfers the credit event risk of the reference asset from the buyer of protection to the seller of protection.
     The ongoing value of the contract will fluctuate throughout the term of the contract based primarily on the credit risk of the reference asset. If the credit quality of the reference asset improves relative to the credit quality at contract initiation, the buyer of protection may have an unrealized loss greater than the anticipated periodic fee owed. This unrealized loss would be the result of current credit protection being cheaper than the cost of credit protection at contract initiation. If the buyer elects to terminate the contract prior to its maturity, and there has been no credit event, this unrealized loss will become realized. If the contract is held to maturity, and there has been no credit event, the realized loss will be equal to the periodic fee paid over the life of the contract.
     If there is a credit event, the buyer of protection can exercise its rights under the contract and receive a payment from the seller of protection equal to the notional amount of the reference asset less the market value of the reference asset. Upon exercise of the contract the difference between the value of the underlying reference asset and the notional amount is recorded as realized gain (loss) and is included on the Statement of Operations.
     The Fund has sold credit protection through credit default swaps to increase exposure to the credit risk of individual securities and/or, indexes that are either unavailable or considered to be less attractive in the bond market.
     The Fund has purchased credit protection through credit default swaps to decrease exposure to the credit risk of individual securities and/or, indexes.
     For the year ended December 31, 2010, the Fund had average notional amounts of $506,154 and $1,066,154 on credit default swaps to buy protection and credit default swaps to sell protection, respectively.
     Additional associated risks to the Fund include counterparty credit risk and liquidity risk.
     As of December 31, 2010, the Fund had no such credit default swaps outstanding.
6. Restricted Securities
As of December 31, 2010, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.
7. Pending Litigation
Since 2009, a number of lawsuits have been pending in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
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     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
8. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:
We have audited the accompanying statement of assets and liabilities of Oppenheimer High Income Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2010, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. 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. The accompanying financial highlights of Oppenheimer High Income Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those financial highlights.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer High Income Fund/VA as of December 31, 2010, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG llp
Denver, Colorado
February 16, 2011
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FEDERAL INCOME TAX INFORMATION Unaudited
In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.
     Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2010 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 0.30% to arrive at the amount eligible for the corporate dividend-received deduction.
     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.
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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio manager and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Joseph Welsh, the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
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     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other high current yield funds underlying variable insurance products. The Board considered that the Fund underperformed its performance universe median during the one-year, three-year, five-year and ten-year periods. The Board also noted, however, the appointment of a new portfolio manager and the newly formed High Yield Corporate Debt Team on April 1, 2009 to oversee the Fund’s investments. The Board considered the Manager’s assertion that the portfolio manager gradually has re-positioned the Fund to better take advantage of market conditions. The Board considered the Fund’s recent improved performance, noting that the Fund had ranked in the third quintile for the one-year period ended April 30, 2010.
     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other high current yield funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds to those of retail funds, it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s management fees and its actual total expenses were lower than its expense group median. The Board also considered that, effective May 1, 2009, the Manager voluntarily agreed to cap annual total expenses, as a percentage of net assets, for non-service and Class 3 Shares at 0.75% and for service and Class 4 Shares at 1.00%. The Board also considered that the Manager voluntarily waived 0.26% of its management fee after all other waivers and/or reimbursements from April 1, 2009 through March 31, 2010.
     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued
     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
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PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures 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 Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (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 1.800.525.7048, 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.
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TRUSTEES AND OFFICERS Unaudited
     
Name, Position(s) Held with the Fund, Length of Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
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.
 
   
William L. Armstrong,
Chairman of the Board of
Trustees (since 2003),
Trustee (since 1999)
Age: 73
  President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
George C. Bowen,
Trustee (since 1999)
Age: 74
  Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Bowen has served on the Boards of certain Oppenheimer funds since 1998, 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 Boards’ deliberations.
 
   
Edward L. Cameron,
Trustee (since 1999)
Age: 72
  Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
Jon S. Fossel,
Trustee (since 1990)
Age: 68
  Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, 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 Boards’ deliberations.
 
   
Sam Freedman,
Trustee (since 1996)
Age: 70
  Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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 Boards’ deliberations.
 
   
Beverly L. Hamilton,
Trustee (since 2002)
Age: 64
  Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment
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Name, Position(s) Held with the Fund, Length of Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
Beverly L. Hamilton,
Continued
  (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 36 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, 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 Boards’ deliberations.
 
   
Robert J. Malone,
Trustee (since 2002)
Age: 66
  Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 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 Boards’ deliberations.
 
   
F. William Marshall, Jr.,
Trustee (since 2000)
Age: 68
  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, 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 Boards’ deliberations.
 
   
INTERESTED TRUSTEE AND OFFICER
  The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
 
   
William F. Glavin, Jr.,
Trustee, President and
Principal Executive Officer
(since 2009)
Age: 52
  Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004- March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006- September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006)
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TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with the Fund, Length of Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
William F. Glavin, Jr.,
Continued
  and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006- December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, 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 Boards’ deliberations.
 
   
OTHER OFFICERS OF THE FUND
  The addresses of the Officers in the chart below are as follows: for Messrs. Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Welsh, Vandehey and Wixted, 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.
 
   
Joseph Welsh,
Vice President and Portfolio
Manager (since 2009)
Age: 46
  Head of the Manager’s High Yield Corporate Debt Team (since April 2009); Senior Vice President of the Manager (since May 2009); Vice President of the Manager (December 2000-April 2009); Assistant Vice President of the Manager (December 1996-November 2000); a high yield bond analyst of the Manager (January 1995-December 1996); a CFA. A portfolio manager and officer of 6 portfolios in the OppenheimerFunds complex.
 
   
Thomas W. Keffer,
Vice President and Chief
Business Officer (since 2009)
Age: 55
  Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Mark S. Vandehey,
Vice President and Chief
Compliance Officer
(since 2004)
Age: 60
  Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Brian W. Wixted,
Treasurer and Principal
Financial & Accounting
Officer (since 1999)
Age: 51
  Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Robert G. Zack,
Vice President and Secretary
(since 2001)
Age: 62
  Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.
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 1.800.981.2871.
42 | OPPENHEIMER HIGH INCOME FUND/VA

 


 

OPPENHEIMER HIGH INCOME FUND/VA
     
A Series of Oppenheimer Variable Account Funds
 
   
Manager
  OppenheimerFunds, Inc.
 
   
Distributor
  OppenheimerFunds Distributor, Inc.
 
   
Transfer Agent
  OppenheimerFunds Services
 
   
Independent Registered
Public Accounting Firm
  KPMG llp
 
   
Counsel
  K&L Gates LLP
 
   
 
  Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.
©2011 OppenheimerFunds, Inc. All rights reserved.
(OPPENHEIMERFUNDS LOGO)

 


 

(OPPENHEIMERFUNDS LOGO)
December 31, 2010 Oppenheimer Main Street Fund®/VA Annual Report A Series of Oppenheimer Variable Account Funds ANNUAL REPORT Listing of Top Holdings Fund Performance Discussion Listing of Investments Financial Statements

 


 

OPPENHEIMER MAIN STREET FUND®/VA
Portfolio Managers: Manind (“Mani”) Govil and Benjamin Ram
Average Annual Total Returns
For the Periods Ended 12/31/10
                         
      1-Year       5-Year       10-Year  
 
Non-Service Shares
    16.11 %     1.94 %     1.67 %
Service Shares
    15.83     1.69     1.44
Expense Ratios
For the Fiscal Year Ended 12/31/10
         
Non-Service Shares
    0.78 %
Service Shares
    1.03  
The 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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
Sector Allocation
(PIE CHART)
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on the total market value of common stocks.
         
Top Ten Common Stock Holdings  
Apple, Inc.
    4.3 %
Philip Morris International, Inc.
    4.2  
Chevron Corp.
    4.0  
Occidental Petroleum Corp.
    3.9  
CIT Group, Inc.
    3.8  
Wells Fargo & Co.
    3.1  
QUALCOMM, Inc.
    3.1  
AES Corp. (The)
    3.0  
Ford Motor Co.
    3.0  
United Parcel Service, Inc., Cl. B
    2.9  
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets.
2 | OPPENHEIMER MAIN STREET FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Management’s Discussion of Fund Performance. For the 12-month period ended December 31, 2010, Oppenheimer Main Street Fund/VA’s Non-Service shares produced a total return of 16.11%, outperforming its benchmark, the S&P 500 Index, which returned 15.08%. The Fund also outperformed the average return of 12.05% of the funds reported in the Lipper VA Large Cap Core category. The Fund’s bottom-up security selection process proved particularly effective in the financials, information technology and consumer staples sectors. The Fund’s exposure to certain securities in the health care, materials and utilities sectors detracted from relative performance during the period.
Economic and Market Overview
The U.S. economy made progress in 2010 in its recovery from recession and financial crisis. Although investor sentiment appeared to improve along with economic data during the first quarter of the year, new global developments in the spring threatened to derail the economic rebound. A sovereign debt crisis in Europe made headlines when Greece and, later, Ireland struggled to finance heavy debt loads. In the United States, high levels of unemployment and a weak housing market weighed on an already choppy recovery. These factors caused many investors to become more cautious, and stock prices generally declined amid heightened volatility over the first half of the year.
     Investor sentiment improved over the summer when it became clearer that a return to recession was unlikely. Corporate earnings continued to improve, commodity prices rose broadly in response to robust demand from the emerging markets, and U.S. gross domestic product continued to expand at a moderate pace. In addition, the Federal Reserve announced plans for a new round of quantitative easing, signaling its commitment to stimulating economic growth and job creation. As a result, investors shifted their focus to riskier assets, and the U.S. stock market rallied strongly. Greater clarity in U.S. economic and tax policies following the midterm elections also drove stock prices higher, helping all ten sectors of the S&P 500 Index end the year with positive absolute returns.
Fund Strategy
Throughout 2010, we continued to employ a research-intensive approach to uncover opportunities one stock at a time. Our bottom-up security selection process proved particularly effective in the financials sector, where a number of companies gained value. For example, bank holding company CIT Group, Inc. had emerged from bankruptcy in 2009, issuing new shares of stock at an attractive price. We took advantage of this special situation, enabling the Fund to participate in the stock’s gains as a new management team reduced the company’s liabilities and worked with regulators to gain easier access to capital. In the information technology sector, a number of companies benefited from greater consumer and business spending on productivity-enhancing technologies. The Fund’s top holding at period end, electronics innovator Apple, Inc., ranked among the Fund’s top 2010 performers, as the company continued to demonstrate its competitive advantage in the tablet computer and smartphone categories. The Fund’s results in the traditionally defensive computer staples sector were bolstered by tobacco seller Philip Morris International, Inc., which gained market share and benefited from a weakening U.S. dollar. Philip Morris was the Fund’s second largest holding at period end.
     Other strong stock picks during 2010 included automaker Ford Motor Co., which gained market share and boosted profit margins as car sales recovered from previously depressed levels. Among retailers, auto parts supplier AutoZone, Inc. demonstrated superior execution of its business plan as it gained market share and generated the highest profit margins in its category.
     Disappointments during the year undermined returns in the health care sector, where insurer WellPoint, Inc. saw enrollment decline in a weak U.S. labor market and investors grew concerned regarding the impact of health care reform legislation. In the materials sector, agricultural commodities producer Monsanto Co. suffered from intensifying competitive pressures in its seed business, prompting its sale from the portfolio. The Fund’s returns in the utilities sector were hurt by electricity producer The AES Corp., which declined when investors reacted negatively to an investment in the company by China Investment Corp. In other areas, banking giant Wells Fargo & Co. encountered industry-wide issues surrounding the mortgage foreclosure process, and food company General Mills, Inc. slumped as investors turned to more economically-sensitive investments.
     As of year-end, our bottom-up process has identified a number of opportunities among high-quality companies that lagged during the 2010 market rally but have exhibited strong business fundamentals and attractive valuations. We also
3 | OPPENHEIMER MAIN STREET FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
have found opportunities among non-U.S. companies with sound business models that have demonstrated their ability to prosper in different phases of the economic cycle. In our judgment, such companies are poised for gains in a more selective market environment as the subpar economic recovery continues.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.981.2871. Read the prospectus carefully before investing.
Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.
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.
Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each share class of the Fund held until December 31, 2010. In the case of Non-Service shares and Service shares, performance is measured over a ten-fiscal-year period. Performance information does not reflect charges that apply to separate accounts investing in the Fund. If these charges were taken into account, performance would be lower. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares.
     The Fund’s performance is compared to the performance of the S&P 500 Index, an unmanaged index of U.S. equity securities. Index performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. 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 securities comprising the index.
4 | OPPENHEIMER MAIN STREET FUND/VA

 


 

Non-Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(LINE GRAPH)
Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(LINE GRAPH)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
5 | OPPENHEIMER MAIN STREET FUND/VA

 


 

FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees (if applicable); 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 December 31, 2010.
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 Period” 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 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 charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.
                         
    Beginning     Ending     Expenses  
    Account     Account     Paid During  
    Value     Value     6 Months Ended  
    July 1, 2010     December 31, 2010     December 31, 2010  
 
Actual                  
Non-Service Shares
  $ 1,000.00     $ 1,249.50     $ 4.43  
Service Shares
    1,000.00       1,248.30       5.85  
 
                       
Hypothetical
(5% return before expenses)
                       
Non-Service Shares
    1,000.00       1,021.27       3.98  
Service Shares
    1,000.00       1,020.01       5.26  
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 fund, based on the 6-month period ended December 31, 2010 are as follows:
         
Class   Expense Ratios
 
Non-Service Shares
    0.78 %
Service Shares
    1.03  
The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. 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.
6 | OPPENHEIMER MAIN STREET FUND/VA

 


 

STATEMENT OF INVESTMENTS December 31, 2010
                 
    Shares     Value  
 
Common Stocks—98.8%
               
Consumer Discretionary—12.2%
               
Automobiles—3.0%
               
Ford Motor Co.1
    2,943,130     $ 49,415,153  
Hotels, Restaurants & Leisure—4.4%
               
Hyatt Hotels Corp., Cl. A1
    606,168       27,738,248  
McDonald’s Corp.
    580,416       44,552,732  
 
             
 
            72,290,980  
 
               
Media—2.9%
               
McGraw-Hill Cos., Inc. (The)
    999,921       36,407,124  
Washington Post Co. (The), Cl. B
    25,568       11,237,136  
 
             
 
            47,644,260  
 
               
Multiline Retail—0.5%
               
Target Corp.
    150,100       9,025,513  
Specialty Retail—1.4%
               
AutoZone, Inc.1
    87,760       23,922,498  
Consumer Staples—9.2%
               
Food Products—5.0%
               
General Mills, Inc.
    1,006,930       35,836,639  
Mead Johnson Nutrition Co., Cl. A
    457,252       28,463,937  
Sara Lee Corp.
    1,053,540       18,447,485  
 
             
 
            82,748,061  
 
               
Tobacco—4.2%
               
Philip Morris International, Inc.
    1,185,519       69,388,427  
Energy—11.4%
               
Oil, Gas & Consumable Fuels—11.4%
               
Chevron Corp.
    717,269       65,450,796  
Enterprise Products Partners LP
    547,170       22,767,744  
Noble Energy, Inc.
    228,690       19,685,635  
Occidental Petroleum Corp.
    665,820       65,316,942  
Plains All American Pipeline LP
    234,811       14,743,783  
 
             
 
            187,964,900  
 
               
Financials—18.9%
               
Capital Markets—3.5%
               
Goldman Sachs Group, Inc. (The)
    140,110       23,560,898  
State Street Corp.
    754,342       34,956,208  
 
             
 
            58,517,106  
 
               
Commercial Banks—7.0%
               
CIT Group, Inc.1
    1,343,720       63,289,212  
Wells Fargo & Co.
    1,675,020       51,908,870  
 
             
 
            115,198,082  
 
               
Diversified Financial Services—4.7%
               
Bank of America Corp.
    2,739,710       36,547,731  
Citigroup, Inc.1
    8,723,030       41,259,932  
 
             
 
            77,807,663  
 
               
Insurance—3.7%
               
AFLAC, Inc.
    582,660       32,879,504  
Progressive Corp.
    1,382,750       27,475,243  
 
             
 
            60,354,747  
 
               
Health Care—11.4%
               
Biotechnology—1.9%
               
Celgene Corp.1
    412,762       24,410,745  
Human Genome Sciences, Inc.1
    300,230       7,172,495  
 
             
 
            31,583,240  
 
               
Health Care Equipment & Supplies—1.1%
               
Medtronic, Inc.
    497,120       18,438,181  
Health Care Providers & Services—2.9%
               
Express Scripts, Inc.1
    342,170       18,494,289  
WellPoint, Inc.1
    512,490       29,140,181  
 
             
 
            47,634,470  
 
               
Pharmaceuticals—5.5%
               
Abbott Laboratories
    644,650       30,885,182  
Merck & Co., Inc.
    1,043,188       37,596,496  
Perrigo Co.
    72,610       4,598,391  
Teva Pharmaceutical Industries Ltd., Sponsored ADR
    342,210       17,839,407  
 
             
 
            90,919,476  
 
               
Industrials—10.2%
               
Aerospace & Defense—2.2%
               
Boeing Co. (The)
    235,310       15,356,331  
Precision Castparts Corp.
    146,860       20,444,381  
 
             
 
            35,800,712  
 
               
Air Freight & Logistics—2.9%
               
United Parcel Service, Inc., Cl. B
    662,320       48,071,186  
Commercial Services & Supplies—1.7%
               
Republic Services, Inc.
    952,124       28,430,420  
Construction & Engineering—0.9%
               
KBR, Inc.
    513,924       15,659,264  
Industrial Conglomerates—2.5%
               
Tyco International Ltd.
    993,210       41,158,622  
7 | OPPENHEIMER MAIN STREET FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Shares     Value  
 
Information Technology—18.8%
               
Communications Equipment—3.1%
               
QUALCOMM, Inc.
    1,035,171     $ 51,230,613  
Computers & Peripherals—4.9%
               
Apple, Inc.1
    221,572       71,470,264  
Western Digital Corp.1
    290,070       9,833,373  
 
             
 
            81,303,637  
 
               
Internet Software & Services—5.5%
               
eBay, Inc.1
    1,723,975       47,978,224  
Google, Inc., Cl. A1
    72,530       43,080,644  
 
             
 
            91,058,868  
 
               
Semiconductors & Semiconductor Equipment—1.2%
               
Marvell Technology Group Ltd.1
    1,028,970       19,087,394  
Software—4.1%
               
Check Point Software Technologies Ltd.1
    660,080       30,535,301  
Microsoft Corp.
    1,348,697       37,655,620  
 
             
 
            68,190,921  
 
               
Materials—1.6%
               
Chemicals—1.6%
               
Praxair, Inc.
    280,970       26,824,206  
Telecommunication Services—2.1%
               
Wireless Telecommunication Services—2.1%
               
America Movil SAB de CV, ADR, Series L
    600,686       34,443,335  
Utilities—3.0%
               
Energy Traders—3.0%
               
AES Corp. (The)1
    4,129,100       50,292,438  
 
             
 
Total Common Stocks
(Cost $1,262,449,085)
            1,634,404,373  
 
               
Investment Companies—1.3%
               
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%2,3
    23,091       23,091  
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%2,4
    21,709,488       21,709,488  
 
             
Total Investment Companies
(Cost $21,732,579)
            21,732,579  
 
               
Total Investments, at Value
(Cost $1,284,181,664)
    100.1 %     1,656,136,952  
Liabilities in Excess of Other Assets
    (0.1 )     (961,284 )
     
Net Assets
    100.0 %   $ 1,655,175,668  
     
Footnotes to Statement of Investments
1.   Non-income producing security.
 
2.   Rate shown is the 7-day yield as of December 31, 2010.
 
3.   Interest rate is less than 0.0005%.
 
4.   Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:
                                 
    Shares     Gross     Gross     Shares  
    December 31, 2009     Additions     Reductions     December 31, 2010  
 
Oppenheimer Institutional Money Market Fund, Cl. E
    2,607,806       511,917,457       492,815,775       21,709,488  
                 
    Value     Income  
 
Oppenheimer Institutional Money Market Fund, Cl. E
  $ 21,709,488     $ 33,536  
Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
  1)   Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
 
  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).
8 | OPPENHEIMER MAIN STREET FUND/VA

 


 

Footnotes to Statement of Investments Continued
The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
                                 
                    Level 3—        
    Level 1—     Level 2—     Significant        
    Unadjusted     Other Significant     Unobservable        
    Quoted Prices     Observable Inputs     Inputs     Value  
 
Assets Table
                               
Investments, at Value:
                               
Common Stocks
                               
Consumer Discretionary
  $ 202,298,404     $     $     $ 202,298,404  
Consumer Staples
    152,136,488                   152,136,488  
Energy
    187,964,900                   187,964,900  
Financials
    311,877,598                   311,877,598  
Health Care
    188,575,367                   188,575,367  
Industrials
    169,120,204                   169,120,204  
Information Technology
    310,871,433                   310,871,433  
Materials
    26,824,206                   26,824,206  
Telecommunication Services
    34,443,335                   34,443,335  
Utilities
    50,292,438                   50,292,438  
Investment Companies
    21,732,579                   21,732,579  
     
Total Assets
  $ 1,656,136,952     $     $     $ 1,656,136,952  
     
Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
See accompanying Notes to Financial Statements.
9 | OPPENHEIMER MAIN STREET FUND/VA

 


 

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010
         
Assets
       
Investments, at value—see accompanying statement of investments:
       
Unaffiliated companies (cost $1,262,472,176)
  $ 1,634,427,464  
Affiliated companies (cost $21,709,488)
    21,709,488  
 
     
 
    1,656,136,952  
Receivables and other assets:
       
Dividends
    1,763,886  
Other
    36,024  
 
     
Total assets
    1,657,936,862  
 
       
Liabilities
       
Payables and other liabilities:
       
Shares of beneficial interest redeemed
    1,577,129  
Distribution and service plan fees
    725,708  
Shareholder communications
    242,543  
Transfer and shareholder servicing agent fees
    140,481  
Trustees’ compensation
    33,381  
Other
    41,952  
 
     
Total liabilities
    2,761,194  
 
       
Net Assets
  $ 1,655,175,668  
 
     
 
       
Composition of Net Assets
       
Par value of shares of beneficial interest
  $ 79,736  
Additional paid-in capital
    1,706,470,152  
Accumulated net investment income
    13,277,741  
Accumulated net realized loss on investments
    (436,607,249 )
Net unrealized appreciation on investments
    371,955,288  
 
     
Net Assets
  $ 1,655,175,668  
 
     
 
       
Net Asset Value Per Share
       
Non-Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $469,720,321 and 22,491,840 shares of beneficial interest outstanding)
  $ 20.88  
Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $1,185,455,347 and 57,243,945 shares of beneficial interest outstanding)
  $ 20.71  
See accompanying Notes to Financial Statements.
10 | OPPENHEIMER MAIN STREET FUND/VA

 


 

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010
         
Investment Income
       
Dividends:
       
Unaffiliated companies (net of foreign withholding taxes of $57,358)
  $ 28,062,673  
Affiliated companies
    33,536  
Interest
    796  
 
     
Total investment income
    28,097,005  
 
       
Expenses
       
Management fees
    10,730,968  
Distribution and service plan fees—Service shares
    2,959,203  
Transfer and shareholder servicing agent fees:
       
Non-Service shares
    454,922  
Service shares
    1,193,556  
Shareholder communications:
       
Non-Service shares
    68,705  
Service shares
    177,846  
Trustees’ compensation
    61,017  
Custodian fees and expenses
    9,526  
Administration service fees
    1,500  
Other
    121,559  
 
     
Total expenses
    15,778,802  
Less waivers and reimbursements of expenses
    (25,541 )
 
     
Net expenses
    15,753,261  
 
       
Net Investment Income
    12,343,744  
 
       
Realized and Unrealized Gain
       
Net realized gain on investments from unaffiliated companies
    122,769,693  
Net change in unrealized appreciation/depreciation on investments
    110,123,026  
 
       
Net Increase in Net Assets Resulting from Operations
  $ 245,236,463  
 
     
See accompanying Notes to Financial Statements.
11 | OPPENHEIMER MAIN STREET FUND/VA

 


 

STATEMENTS OF CHANGES IN NET ASSETS
                 
Year Ended December 31,   2010     2009  
 
Operations
               
Net investment income
  $ 12,343,744     $ 17,132,592  
Net realized gain (loss)
    122,769,693       (277,476,159 )
Net change in unrealized appreciation/depreciation
    110,123,026       638,505,737  
     
Net increase in net assets resulting from operations
    245,236,463       378,162,170  
 
               
Dividends and/or Distributions to Shareholders
               
Dividends from net investment income:
               
Non-Service shares
    (5,119,114 )     (8,430,011 )
Service shares
    (11,011,249 )     (16,363,358 )
     
 
    (16,130,363 )     (24,793,369 )
 
               
Beneficial Interest Transactions
               
Net decrease in net assets resulting from beneficial interest transactions:
               
Non-Service shares
    (66,941,748 )     (56,849,676 )
Service shares
    (135,835,930 )     (120,134,918 )
     
 
    (202,777,678 )     (176,984,594 )
 
               
Net Assets
               
Total increase
    26,328,422       176,384,207  
Beginning of period
    1,628,847,246       1,452,463,039  
     
End of period (including accumulated net investment income of $13,277,741 and $17,048,397, respectively)
  $ 1,655,175,668     $ 1,628,847,246  
     
See accompanying Notes to Financial Statements.
12 | OPPENHEIMER MAIN STREET FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Non-Service Shares Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 18.18     $ 14.56     $ 25.61     $ 24.78     $ 21.79  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .17       .21       .29       .33       .27  
Net realized and unrealized gain (loss)
    2.73       3.71       (9.64 )     .75       2.98  
     
Total from investment operations
    2.90       3.92       (9.35 )     1.08       3.25  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.20 )     (.30 )     (.32 )     (.25 )     (.26 )
Distributions from net realized gain
                (1.38 )            
     
Total dividends and/or distributions to shareholders
    (.20 )     (.30 )     (1.70 )     (.25 )     (.26 )
 
Net asset value, end of period
  $ 20.88     $ 18.18     $ 14.56     $ 25.61     $ 24.78  
     
 
                                       
Total Return, at Net Asset Value2
    16.11 %     28.29 %     (38.47 )%     4.43 %     15.03 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 469,720     $ 474,637     $ 432,360     $ 907,727     $ 1,046,146  
 
Average net assets (in thousands)
  $ 454,937     $ 430,517     $ 670,994     $ 1,006,655     $ 1,054,522  
 
Ratios to average net assets3
                                       
Net investment income
    0.93 %     1.35 %     1.42 %     1.28 %     1.19 %
Total expenses4
    0.78 %     0.78 %     0.66 %     0.65 %     0.66 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.78 %     0.78 %     0.66 %     0.65 %     0.66 %
 
Portfolio turnover rate
    45 %     128 %     132 %     111 %     100 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    0.78 %
Year Ended December 31, 2009
    0.78 %
Year Ended December 31, 2008
    0.66 %
Year Ended December 31, 2007
    0.65 %
Year Ended December 31, 2006
    0.66 %
See accompanying Notes to Financial Statements.
13 | OPPENHEIMER MAIN STREET FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Service Shares Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 18.04     $ 14.42     $ 25.38     $ 24.58     $ 21.63  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .13       .17       .24       .26       .22  
Net realized and unrealized gain (loss)
    2.70       3.70       (9.56 )     .75       2.95  
     
Total from investment operations
    2.83       3.87       (9.32 )     1.01       3.17  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.16 )     (.25 )     (.26 )     (.21 )     (.22 )
Distributions from net realized gain
                (1.38 )            
     
Total dividends and/or distributions to shareholders
    (.16 )     (.25 )     (1.64 )     (.21 )     (.22 )
 
Net asset value, end of period
  $ 20.71     $ 18.04     $ 14.42     $ 25.38     $ 24.58  
     
 
                                       
Total Return, at Net Asset Value2
    15.83 %     27.99 %     (38.63 )%     4.15 %     14.76 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 1,185,456     $ 1,154,210     $ 1,020,103     $ 1,464,690     $ 1,099,293  
 
Average net assets (in thousands)
  $ 1,193,630     $ 1,029,909     $ 1,268,430     $ 1,315,488     $ 810,181  
 
Ratios to average net assets:3
                                       
Net investment income
    0.68 %     1.10 %     1.20 %     1.03 %     0.95 %
Total expenses4
    1.03 %     1.03 %     0.91 %     0.90 %     0.91 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    1.03 %     1.03 %     0.91 %     0.90 %     0.91 %
 
Portfolio turnover rate
    45 %     128 %     132 %     111 %     100 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    1.03 %
Year Ended December 31, 2009
    1.03 %
Year Ended December 31, 2008
    0.91 %
Year Ended December 31, 2007
    0.90 %
Year Ended December 31, 2006
    0.91 %
See accompanying Notes to Financial Statements.
14 | OPPENHEIMER MAIN STREET FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Oppenheimer Main Street Fund/VA (the “Fund”), is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek high total return. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
     The Fund offers two classes of shares. Both classes are sold at their offering price, which is the net asset value per share, to separate investment accounts of participating insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other investment products. The class of shares designated as Service shares is subject to a distribution and service plan. Both 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.
     The following is a summary of significant accounting policies consistently followed by the Fund.
Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.
     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.
     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.
     U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.
     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.
     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued
15 | OPPENHEIMER MAIN STREET FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities 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 adjusted for any discounts related to 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.
     There have been no significant changes to the fair valuation methodologies of the Fund during the period.
Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.
Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.
     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.
     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.
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.
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
16 | OPPENHEIMER MAIN STREET FUND/VA

 


 

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 remain open for the three preceding fiscal reporting period ends.
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.
                         
                    Net Unrealized  
                    Appreciation  
                    Based on Cost of  
Undistributed   Undistributed     Accumulated     Securities and Other  
Net Investment   Long-Term     Loss     Investments for Federal  
Income   Gain     Carryforward1,2,3     Income Tax Purposes  
 
$10,058,130
    $            —       $   431,808,304     $ 370,409,328  
 
1.   As of December 31, 2010, the Fund had $431,808,304 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2010, details of the capital loss carryforwards were as follows:
         
Expiring        
 
2016
  $ 99,612,647  
2017
    332,195,657  
 
     
Total
  $ 431,808,304  
 
     
 
2.   During the fiscal year ended December 31, 2010, the Fund utilized $118,380,559 of capital loss carryforward to offset capital gains realized in that fiscal year.
 
3.   During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.
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 may differ from their ultimate characterization for federal income tax purposes. 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 December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.
                 
            Increase  
    Increase     to Accumulated Net  
Reduction   to Accumulated Net     Realized Loss  
to Paid-in Capital   Investment Income     on Investments  
 
$                 86
  $ 15,963     $ 15,877  
The tax character of distributions paid during the years ended December 31, 2010 and December 31, 2009 was as follows:
                 
    Year Ended     Year Ended  
    December 31, 2010     December 31, 2009  
 
Distributions paid from:
               
Ordinary income
  $ 16,130,363     $ 24,793,369  
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 as of December 31, 2010 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.
         
Federal tax cost of securities
  $ 1,285,727,624  
 
     
Gross unrealized appreciation
  $ 374,188,913  
Gross unrealized depreciation
    (3,779,585 )
 
     
Net unrealized appreciation
  $ 370,409,328  
 
     
17 | OPPENHEIMER MAIN STREET FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
Trustees’ Compensation. The Board of Trustees 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.
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. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed 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 market value of the securities received. Interest income 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.
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 0.50%. 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.
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
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2. 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 December 31, 2010     Year Ended December 31, 2009  
    Shares     Amount     Shares     Amount  
 
Non-Service Shares
                               
Sold
    2,851,462     $ 52,574,153       2,817,732     $ 41,817,781  
Dividends and/or distributions reinvested
    279,275       5,119,114       776,960       8,430,011  
Redeemed
    (6,743,462 )     (124,635,015 )     (7,176,221 )     (107,097,468 )
     
Net decrease
    (3,612,725 )   $ (66,941,748 )     (3,581,529 )   $ (56,849,676 )
     
 
                               
Service Shares
                               
Sold
    7,702,331     $ 136,115,255       8,552,121     $ 117,291,434  
Dividends and/or distributions reinvested
    604,682       11,011,249       1,515,498       16,352,225  
Redeemed
    (15,049,192 )     (282,962,434 )     (16,800,298 )     (253,778,577 )
     
Net decrease
    (6,742,179 )   $ (135,835,930 )     (6,732,679 )   $ (120,134,918 )
     
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2010, were as follows:
                 
    Purchases     Sales  
 
Investment securities
  $ 729,725,493     $ 941,031,383  
4. 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:
         
Fee Schedule        
 
Up to $200 million
    0.75 %
Next $200 million
    0.72  
Next $200 million
    0.69  
Next $200 million
    0.66  
Over $800 million
    0.60  
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS fees at an annual rate of 0.10% of the daily net assets of each class of shares. For the year ended December 31, 2010, the Fund paid $1,647,091 to OFS for services to the Fund.
Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares to pay OppenheimerFunds Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s Service shares. Under the Plan, payments are made periodically at an annual rate of 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors of the insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their variable contract
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NOTES TO FINANCIAL STATEMENTS Continued
4. Fees and Other Transactions with Affiliates Continued

owners that hold Service shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
Waivers and Reimbursements of Expenses. The Manager has voluntarily agreed to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 0.80% for Non-Service shares and 1.05% for Service shares. During the year ended December 30, 2010, the Manager waived and/or reimbursed the Fund $2,971 and $7,176 for Non-Service and Service shares, respectively.
     The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $15,394 for IMMF management fees.
     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
5. Pending Litigation
Since 2009, a number of lawsuits have been pending in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff ”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
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6. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:
We have audited the accompanying statement of assets and liabilities of Oppenheimer Main Street Fund/VA, (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2010, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. 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. The accompanying financial highlights of Oppenheimer Main Street Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those financial highlights.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian and transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Main Street Fund/VA as of December 31, 2010, and the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG llp
Denver, Colorado
February 16, 2011
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FEDERAL INCOME TAX INFORMATION Unaudited
In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.
     Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2010 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.
     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.
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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Manind Govil and Benjamin Ram, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
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     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other large-cap core funds underlying variable insurance products. The Board considered that the Fund outperformed or performed competitively with its performance universe median during the one-year and ten-year periods, although it underperformed its performance universe median during the three-year and five-year periods.
     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other large-cap core funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds to those of retail funds, it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s actual management fees were equal to its expense group median, although its total expenses were higher than its expense group median. The Board also considered that, effective May 1, 2009, the Manager voluntarily agreed to cap annual total expenses, as a percentage of net assets, for non-service shares at 0.80% and for service shares at 1.05%.
     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
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PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures 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 Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (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 1.800.525.7048, 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.
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TRUSTEES AND OFFICERS Unaudited
     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Fund, Length of Service, Age   the Fund Complex Currently Overseen
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.
 
   
William L. Armstrong,
Chairman of the Board
of Trustees (since 2003),
Trustee (since 1999)
Age: 73
  President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
George C. Bowen,
Trustee (since 1999)
Age: 74
  Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Bowen has served on the Boards of certain Oppenheimer funds since 1998, 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 Boards’ deliberations.
 
   
Edward L. Cameron,
Trustee (since 1999)
Age: 72
  Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000 — June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
Jon S. Fossel,
Trustee (since 1995)
Age: 68
  Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, 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 Boards’ deliberations.
 
   
Sam Freedman,
Trustee (since 1996)
Age: 70
  Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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 Boards’ deliberations.
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TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Fund, Length of Service, Age   the Fund Complex Currently Overseen
Beverly L. Hamilton,
Trustee (since 2002)
Age: 64
  Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 36 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, 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 Boards’ deliberations.
 
   
Robert J. Malone,
Trustee (since 2002)
Age: 66
  Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 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 Boards’ deliberations.
 
   
F. William Marshall, Jr.,
Trustee (since 2000)
Age: 68
  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, 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 Boards’ deliberations.
 
   
INTERESTED TRUSTEE
AND OFFICER
  The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
 
   
William F. Glavin, Jr.,
Trustee, President and
Principal Executive Officer
(since 2009)
Age: 52
  Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director
28 | OPPENHEIMER MAIN STREET FUND/VA

 


 

     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Fund, Length of Service, Age   the Fund Complex Currently Overseen
William F. Glavin, Jr.,
Continued
  (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003- November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008- June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, 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 Boards’ deliberations.
 
   
OTHER OFFICERS OF
THE FUND
  The addresses of the Officers in the chart below are as follows: for Messrs. Govil, Ram, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 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.
 
   
Manind Govil,
Vice President and Portfolio
Manager (since 2009)
Age: 41
  Mr. Govil, CFA, has been a Senior Vice President and the Main Street Team Leader of the Manager (since May 2009). Prior to joining the Manager, managed the RS Largecap Alpha fund (August 2005-March 2009) first with Guardian Life Insurance Company of America then with RS Investment Management Co. LLC, subsequent to their merger; head of equity investments at The Guardian Life Insurance Company of America (August 2005-October 2006) when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC; lead portfolio manager — large cap blend/core equity, co-head of equities and head of equity research (2001-July 2005); lead portfolio manager — core equity (April 1996-July 2005), at Mercantile Capital Advisers, Inc. A portfolio manager and officer of 4 portfolios in the OppenheimerFunds complex.
 
   
Benjamin Ram,
Vice President and Portfolio
Manager (since 2009)
Age: 38
  Vice President of the Manager (since May 2009). Prior to joining the Manager, a sector manager for financial investments and a co-portfolio manager for mid-cap portfolios with the RS Core Equity Team of RS Investment Management Co. LLC (January 2006-May 2009) first with Guardian Life Insurance Company of America then with RS Investment Management Co. LLC, subsequent to their merger; a financials analyst (2003-2005) and co-portfolio manager (2005-2006) at Mercantile Capital Advisers, Inc; a bank analyst at Legg Mason Securities (2000-2003); a senior financial analyst at the CitiFinancial division of Citigroup, Inc. (1997-2000). A portfolio manager and officer of 4 portfolios in the OppenheimerFunds complex.
 
   
Thomas W. Keffer,
Vice President and
Chief Business Officer
(since 2009)
Age: 55
  Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Mark S. Vandehey,
Vice President and Chief
Compliance Officer
(since 2004)
Age: 60
  Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Brian W. Wixted,
Treasurer and Principal
Financial & Accounting
Officer (since 1999)
Age: 51
  Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
29 | OPPENHEIMER MAIN STREET FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Fund, Length of Service, Age   the Fund Complex Currently Overseen
Robert G. Zack,
Vice President and Secretary
(since 2001)
Age: 62
  Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.
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 1.800.981.2871.
30 | OPPENHEIMER MAIN STREET FUND/VA

 


 

OPPENHEIMER MAIN STREET FUND®/VA
A Series of Oppenheimer Variable Account Funds
     
Manager
  OppenheimerFunds, Inc.
 
   
Distributor
  OppenheimerFunds Distributor, Inc.
 
   
Transfer Agent
  OppenheimerFunds Services
 
   
Independent Registered Public Accounting Firm
  KPMG llp
 
   
Counsel
  K&L Gates LLP
 
   
 
  Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.
     
©2011 OppenheimerFunds, Inc. All rights reserved.   (OPPENHEIMERFUNDS LOGO)

 


 

(OPPENHEIMERFUNDS LOGO)

 


 

OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA
Portfolio Managers: Matthew P. Ziehl and Raman Vardharaj
Average Annual Total Returns
For the Periods Ended 12/31/10
                         
    1-Year   5-Year   10-Year
 
Non-Service Shares
    23.41 %     3.64 %     6.64 %
                         
                          Since
                          Inception
    1-Year   5-Year         (7/16/01)
 
Service Shares
    23.06 %     3.38 %     7.32 %
Expense Ratios
For the Fiscal Year Ended 12/31/10
                 
      Gross     Net
      Expense     Expense
      Ratios     Ratios
 
Non-Service Shares
    0.85 %     0.80 %
Service Shares
    1.10       1.05  
The 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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account. The net expense ratios take into account voluntary fee waivers or expense reimbursements, without which performance would have been less. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
Sector Allocation
(PIE CHART)
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on the total market value of common stocks.
Top Ten Common Stock Holdings
         
Holly Corp.
    1.4 %
Blue Coat Systems, Inc.
    1.2  
MSCI, Inc., Cl. A
    1.1  
Digital Realty Trust, Inc.
    1.1  
AES Corp. (The)
    1.0  
Old Dominion Freight Line, Inc.
    1.0  
Bally Technologies, Inc.
    1.0  
NeuStar, Inc., Cl. A
    0.9  
Imax Corp.
    0.9  
Children’s Place Retail Stores, Inc.
    0.8  
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets.

2 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


 

FUND PERFORMANCE DISCUSSION
Management’s Discussion of Fund Performance. For the 12-month period ended December 31, 2010, Oppenheimer Main Street Small Cap Fund/VA’s Non-Service shares produced a total return of 23.41%, underperforming the Russell 2000 Index, which generated a total return of 26.85%. We attribute the Fund’s lagging relative performance to shortfalls in our bottom-up security selection strategy in the information technology, financials and industrials sectors. Most of the Fund’s underperformance occurred during the fourth quarter of the year in the midst of a market rally that lifted lower-quality stocks more than the higher-quality stocks on which the Fund mainly focused. The Fund’s exposure to certain securities within the health care, consumer discretionary and energy sectors contributed positively to performance during the period.
Economic and Market Overview
The U.S. economy made progress in 2010 in its recovery from recession and financial crisis. Although investor sentiment appeared to improve along with economic data during the first quarter of the year, new global developments in the spring threatened to derail the economic rebound. A sovereign debt crisis in Europe made headlines when Greece and, later, Ireland struggled to finance heavy debt loads. In the United States, high levels of unemployment and a weak housing market weighed on an already choppy recovery. These factors caused many investors to become more cautious, and stock prices generally declined amid heightened volatility over the first half of the year.
     Investor sentiment improved over the summer when it became clearer that a return to recession was unlikely. Corporate earnings continued to improve, commodity prices rose broadly in response to robust demand from the emerging markets, and U.S. gross domestic product expanded at a moderate pace. In addition, the Federal Reserve Board announced plans for a new round of quantitative easing, signaling its commitment to stimulating economic growth and job creation. As a result, investors shifted their focus to riskier assets, and the U.S. stock market rallied strongly. Greater clarity in U.S. economic and tax policies following the midterm elections also drove stock prices higher. Small-cap stocks generally produced substantially greater gains than their large-cap counterparts in this environment, as investors favored smaller, more speculative companies.
Fund Strategy
Throughout 2010, we continued to employ both fundamental and quantitative approaches to uncovering small-cap opportunities one company at a time. Our research identified a number of higher-quality growing businesses in the small-cap and mid-cap ranges, including companies that have demonstrated either a sustainable competitive advantage, superior execution of their business plans or other characteristics that set them apart in their industries. However, because the fourth-quarter rally was led by lower-quality stocks, the Fund’s results for the year overall lagged market averages.
     Performance relative to the Russell 2000 Index (the “Index”) was particularly weak in the information technology sector. Nonetheless, the Fund’s top individual performer for the year was business process software developer TIBCO Software, Inc. TIBCO Software, Inc. performed well as its customers sought to enhance productivity in a sluggish economy through increased use of TIBCO’s service-oriented architecture (SOA) and business process management (BPM) products, which seek to increase productivity of clients’ logistical operating systems. However, the Fund’s tilt towards higher-quality stocks in the information technology sector produced modest shortfalls among a number of holdings, more than offsetting TIBCO Software’s positive contributions to relative performance within the sector.
     A relatively defensive stance also undermined relative results in the financials sector, where a number of real estate investment trusts (REITs) that did not meet our investment criteria fared well for the Index. We also had exposure to a few REITs that did not perform well during the period. In the industrials sector, a defensive investment bias was exacerbated by disappointments among a handful of transportation-related holdings. The Fund’s results also were undermined by for-profit post-secondary educator Education Management Corp., which was hurt by intensifying regulatory scrutiny throughout its industry. We exited our position in Education Management Corp. by period end.

3 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


 

FUND PERFORMANCE DISCUSSION
     The Fund produced better relative performance in the health care sector, where pharmacy benefit manager SXC Health Solutions Corp. advanced after winning new business. SXC Health Solutions’ gains more than offset weakness in biotechnology firm InterMune, Inc. when regulatory approval for a promising new drug was withheld pending new studies. We exited our position in InterMune by period end. In addition, genetic testing company Genoptix, Inc. missed earnings targets due to competitive pressures and internal issues, prompting its sale from the Fund’s portfolio. In the consumer discretionary sector, retailer Tractor Supply Co. saw store traffic increase significantly after stocking brand-name animal feed that previously had been exclusive to independent farm supply stores, and entertainment technology company Imax Corp. benefited from the rising popularity of 3-D movies. Finally, the energy sector provided above-average results, largely due to oil refiner Holly Corp., which rallied strongly toward year-end as commodity prices and profit margins climbed. Holly Corp. was the Fund’s top holding at period end.
     As of year-end, our bottom-up process has identified a number of opportunities among higher-quality small- and mid-cap companies that lagged during the 2010 market rally but have exhibited strong business fundamentals and attractive valuations.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.981.2871. Read the prospectus carefully before investing. Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.
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.
Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each share class of the Fund held until December 31, 2010. In the case of Non-Service shares, performance is measured over a ten-fiscal-year period. In the case of Service shares, performance is measured from inception of the Class on July 16, 2001. Performance information does not reflect charges that apply to separate accounts investing in the Fund. If these charges were taken into account, performance would be lower. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares.
     The Fund’s performance is compared to the performance of the Russell 2000 Index, an unmanaged index of equity securities of small capitalization companies that is a measure of the small company market. Index performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. 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 securities comprising the index.

4 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


 

Non-Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PIE CHART)
Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(PIE CHART)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.

5 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


 

FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees (if applicable); 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 December 31, 2010.
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 Period” 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 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 charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.
                         
    Beginning     Ending     Expenses  
    Account     Account     Paid During  
    Value     Value     6 Months Ended  
    July 1, 2010     December 31, 2010     December 31, 2010  
 
Actual
                       
Non-Service shares
  $ 1,000.00     $ 1,250.70     $ 4.55  
Service shares
    1,000.00       1,248.20       5.96  
 
                       
Hypothetical
                       
(5% return before expenses)
                       
Non-Service shares
    1,000.00       1,021.17       4.08  
Service shares
    1,000.00       1,019.91       5.36  
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 fund, based on the 6-month period ended December 31, 2010 are as follows:
         
Class   Expense Ratios
 
Non-Service shares
    0.80 %
Service shares
    1.05  
The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. 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.

6 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


 

STATEMENT OF INVESTMENTS December 31, 2010
                 
    Shares     Value  
 
Common Stocks—97.3%
               
Consumer Discretionary—13.4%
               
Auto Components—0.9%
               
American Axle & Manufacturing Holdings, Inc.1
    61,550     $ 791,533  
Cooper Tire & Rubber Co.
    75,740       1,785,949  
Dana Holding Corp.1
    302,470       5,205,509  
Federal-Mogul Corp.1
    15,830       326,890  
Fuel Systems Solutions, Inc.1
    23,920       702,770  
 
             
 
            8,812,651  
 
               
Distributors—0.4%
               
Core-Mark Holding Co., Inc.1
    2,620       93,246  
Pool Corp.
    165,170       3,722,932  
 
             
 
            3,816,178  
 
               
Diversified Consumer Services—1.5%
               
Bridgepoint Education, Inc.1
    28,190       535,610  
Capella Education Co.1
    121,010       8,056,846  
Career Education Corp.1
    87,440       1,812,631  
CPI Corp.
    12,700       286,385  
Hillenbrand, Inc.
    21,160       440,340  
ITT Educational Services, Inc.1
    23,220       1,478,882  
Lincoln Educational Services Corp.
    51,440       797,834  
Pre-Paid Legal Services, Inc.1
    18,431       1,110,468  
Sotheby’s
    320       14,400  
 
             
 
            14,533,396  
 
               
Hotels, Restaurants & Leisure—2.1%
               
AFC Enterprises, Inc.1
    35,172       488,891  
Bally Technologies, Inc.1
    221,520       9,345,929  
Bob Evans Farms, Inc.
    10,460       344,762  
Brinker International, Inc.
    79,430       1,658,498  
CEC Entertainment, Inc.1
    51,839       2,012,908  
Cracker Barrel Old Country Store, Inc.
    79,010       4,327,378  
Papa John’s International, Inc.1
    56,588       1,567,488  
Ruby Tuesday, Inc.1
    2,030       26,512  
Speedway Motorsports, Inc.
    34,599       530,057  
 
             
 
            20,302,423  
 
               
Household Durables—0.3%
               
American Greetings Corp., Cl. A
    61,530       1,363,505  
CSS Industries, Inc.
    11,820       243,610  
Helen of Troy Ltd.1
    21,700       645,358  
Kid Brands, Inc.1
    42,230       361,067  
 
             
 
            2,613,540  
 
               
Internet & Catalog Retail—0.0%
               
NutriSystem, Inc.
    8,400       176,652  
Leisure Equipment & Products—0.4%
               
Eastman Kodak Co.1
    38,770       207,807  
JAKKS Pacific, Inc.1
    57,740       1,052,023  
Polaris Industries, Inc.
    20,010       1,561,180  
Sturm, Ruger & Co., Inc.
    81,600       1,247,664  
 
             
 
            4,068,674  
 
               
Media—1.9%
               
China MediaExpress Holdings, Inc.1
    46,010       728,798  
Dex One Corp.1
    24,460       182,472  
Gannett Co., Inc.
    120,920       1,824,683  
Harte—Hanks, Inc.
    745       9,514  
Imax Corp.1
    295,080       8,276,994  
Journal Communications, Inc.1
    54,900       277,245  
Lee Enterprises, Inc.1
    144,280       354,929  
McClatchy Co., Cl. A1
    91,210       425,951  
Meredith Corp.
    16,210       561,677  
National CineMedia, Inc.
    980       19,512  
Scholastic Corp.
    53,860       1,591,024  
Sinclair Broadcast Group, Inc., Cl. A
    152,583       1,248,129  
Valassis Communications, Inc.1
    46,560       1,506,216  
Wiley (John) & Sons, Inc., Cl. A
    13,840       626,122  
 
             
 
            17,633,266  
 
               
Multiline Retail—0.5%
               
Big Lots, Inc.1
    51,927       1,581,696  
Bon-Ton Stores, Inc.1
    2,210       27,979  
Dillard’s, Inc., Cl. A
    61,340       2,327,240  
Retail Ventures, Inc.1
    21,780       355,014  
 
             
 
            4,291,929  
 
               
Specialty Retail—3.4%
               
Aeropostale, Inc.1
    64,725       1,594,824  
AnnTaylor Stores Corp.1
    8,520       233,363  
Books-A-Million, Inc.
    24,410       141,578  
Cato Corp., Cl. A
    75,964       2,082,173  
Children’s Place Retail Stores, Inc.1
    162,680       8,075,435  
Collective Brands, Inc.1
    18,150       382,965  
Dress Barn, Inc. (The)1
    5,350       141,347  
DSW, Inc., Cl. A1
    42,150       1,648,065  
Express, Inc.
    36,000       676,800  
Finish Line, Inc. (The), Cl. A
    95,260       1,637,519  
Jos. A. Banks Clothiers, Inc.1
    28,735       1,158,595  
Kirkland’s, Inc.1
    97,513       1,368,107  
Men’s Wearhouse, Inc. (The)
    17,970       448,891  

7 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


 

STATEMENT OF INVESTMENTS Continued
                 
    Shares     Value  
 
Specialty Retail Continued
               
Rent-A-Center, Inc.
    68,830     $ 2,221,832  
Select Comfort Corp.1
    75,260       687,124  
Signet Jewelers Ltd.1
    48,750       2,115,750  
Stage Stores, Inc.
    22,569       391,346  
Tractor Supply Co.
    161,750       7,843,258  
 
             
 
            32,848,972  
 
               
Textiles, Apparel & Luxury Goods—2.0%
               
Carter’s, Inc.1
    460       13,575  
Deckers Outdoor Corp.1
    11,830       943,324  
Fossil, Inc.1
    77,697       5,476,085  
Perry Ellis International, Inc.1
    35,299       969,664  
Phillips/Van Heusen Corp.
    112,660       7,098,707  
Timberland Co., Cl. A1
    81,215       1,997,077  
True Religion Apparel, Inc.1
    20,980       467,015  
Warnaco Group, Inc. (The)1
    32,370       1,782,616  
 
             
 
            18,748,063  
 
               
Consumer Staples—2.1%
               
Beverages—0.2%
               
Cott Corp.1
    177,900       1,602,879  
Food & Staples Retailing—0.1%
               
Nash Finch Co.
    21,730       923,742  
Spartan Stores, Inc.
    530       8,984  
Weis Markets, Inc.
    2,960       119,377  
 
             
 
            1,052,103  
 
               
Food Products—1.2%
               
B&G Foods, Inc., Cl. A
    10,930       150,069  
Cal-Maine Foods, Inc.
    33,260       1,050,351  
Corn Products International, Inc.
    39,380       1,811,480  
Flowers Foods, Inc.
    6,930       186,486  
Fresh Del Monte Produce, Inc.
    21,068       525,647  
Overhill Farms, Inc.1
    39,140       226,229  
TreeHouse Foods, Inc.1
    150,896       7,709,277  
 
             
 
            11,659,539  
 
               
Household Products—0.2%
               
Central Garden & Pet Co., Cl. A1
    147,304       1,455,364  
Personal Products—0.4%
               
China Sky One Medical, Inc.1
    18,100       126,157  
Herbalife Ltd.
    28,770       1,967,005  
Inter Parfums, Inc.
    10,030       189,066  
Nu Skin Asia Pacific, Inc., Cl. A
    13,670       413,654  
Prestige Brands Holdings, Inc.1
    102,300       1,222,485  
 
             
 
            3,918,367  
 
               
Energy—5.4%
               
Energy Equipment & Services—1.5%
               
Acergy SA, Sponsored ADR
    95,963       2,335,739  
Atwood Oceanics, Inc.1
    42,930       1,604,294  
Bolt Technology Corp.1
    22,510       296,457  
Cal Dive International, Inc.1
    78,710       446,286  
Compagnie Generale de Geophysique-Veritas, Sponsored ADR1
    29,660       907,299  
Complete Production Services, Inc.1
    50,390       1,489,025  
Hornbeck Offshore Services, Inc.1
    7,840       163,699  
North American Energy Partners, Inc.1
    1,420       17,409  
Oil States International, Inc.1
    36,440       2,335,440  
Precision Drilling Corp.1
    145,820       1,412,996  
Seacor Holdings, Inc.
    10,620       1,073,576  
Superior Energy Services, Inc.1
    45,610       1,595,894  
Tetra Technologies, Inc.1
    57,190       678,845  
TGC Industries, Inc.1
    54,530       207,214  
 
             
 
            14,564,173  
 
               
Oil, Gas & Consumable Fuels—3.9%
               
Bill Barrett Corp.1
    40,540       1,667,410  
Callon Petroleum Co.1
    67,740       401,021  
Cloud Peak Energy, Inc.1
    84,210       1,956,198  
Contango Oil & Gas Co.1
    10,980       636,071  
CVR Energy, Inc.1
    60,654       920,728  
Dominion Resources Black Warrior Trust
    16,510       255,080  
Gran Tierra Energy, Inc.1
    124,730       1,004,077  
Green Plains Renewable Energy, Inc.1
    6,470       72,852  
Holly Corp.
    335,440       13,675,889  
James River Coal Co.1
    36,700       929,611  
MarkWest Energy Partners LP
    135,078       5,850,228  
PAA Natural Gas Storage LP
    115,900       2,890,546  
Pengrowth Energy Trust
    132,480       1,703,693  
Petrobras Argentina SA, ADR
    13,540       357,185  
PetroQuest Energy, Inc.1
    95,510       719,190  
PrimeEnergy Corp.1
    6,384       123,786  
Stone Energy Corp.1
    76,330       1,701,396  
Teekay Offshore Partners LP
    28,840       800,310  
VAALCO Energy, Inc.1
    68,890       493,252  
W&T Offshore, Inc.
    51,380       918,161  
 
             
 
            37,076,684  
 
               
Financials—20.8%
               
Capital Markets—1.8%
               
American Capital Ltd.1
    28,100       212,436  
Calamos Asset Management, Inc., Cl. A
    19,920       278,880  

8 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


 

                 
    Shares     Value  
 
Capital Markets Continued
               
Federated Investors, Inc., Cl. B
    49,430     $ 1,293,583  
Gladstone Investment Corp.
    50,130       383,495  
Investment Technology Group, Inc.1
    300       4,911  
Janus Capital Group, Inc.
    103,430       1,341,487  
Knight Capital Group, Inc., Cl. A1
    138,886       1,915,238  
MF Global Holdings Ltd.1
    558,794       4,671,518  
Oppenheimer Holdings, Inc., Cl. A, Non-Vtg.
    2,920       76,533  
optionsXpress Holdings, Inc.
    148,190       2,322,137  
Rodman & Renshaw Capital Group, Inc.1
    43,600       116,848  
Solar Capital Ltd.
    20,660       511,955  
Stifel Financial Corp.1
    51,460       3,192,578  
Triangle Capital Corp.
    14,430       274,170  
Waddell & Reed Financial, Inc., Cl. A
    13,740       484,885  
 
             
 
            17,080,654  
 
               
Commercial Banks—2.2%
               
Alliance Financial Corp.
    7,080       229,038  
Banco Latinoamericano de Exportaciones SA, Cl. E
    42,780       789,719  
Banco Macro SA, ADR
    35,245       1,769,299  
BBVA Banco Frances SA, ADR
    43,363       503,011  
CapitalSource, Inc.
    226,640       1,609,144  
Century Bancorp, Inc., Cl. A
    10,780       288,796  
City Holding Co.
    9,680       350,706  
First Midwest Bancorp, Inc.
    142,760       1,644,595  
FirstMerit Corp.
    126,310       2,499,675  
Grupo Financiero Galicia SA1
    290       4,440  
IBERIABANK Corp.
    101,622       6,008,909  
International Bancshares Corp.
    20,909       418,807  
National Bankshares, Inc.
    8,237       259,383  
Northrim BanCorp, Inc.
    15,070       291,152  
Synovus Financial Corp.
    822,410       2,171,162  
Westamerica Bancorporation
    46,720       2,591,558  
 
             
 
            21,429,394  
 
               
Consumer Finance—1.3%
               
Advance America Cash Advance Centers, Inc.
    178,500       1,006,740  
Cash America International, Inc.
    54,987       2,030,670  
Credit Acceptance Corp.1
    17,720       1,112,284  
EZCORP, Inc., Cl. A1
    81,450       2,209,739  
First Cash Financial Services, Inc.1
    67,402       2,088,788  
Nelnet, Inc., Cl. A
    77,576       1,837,775  
World Acceptance Corp.1
    36,018       1,901,750  
 
             
 
            12,187,746  
 
               
Diversified Financial Services—1.3%
               
Encore Capital Group, Inc.1
    40,700       954,415  
Life Partners Holdings, Inc.
    58,747       1,123,830  
MSCI, Inc., Cl. A1
    275,740       10,742,830  
 
             
 
            12,821,075  
 
               
Insurance—5.8%
               
Allied World Assurance Holdings Ltd.
    27,841       1,654,869  
American Equity Investment Life Holding Co.
    117,950       1,480,273  
American Safety Insurance Holdings Ltd.1
    15,930       340,583  
Amerisafe, Inc.1
    43,408       759,640  
AmTrust Financial Services, Inc.
    93,278       1,632,365  
Arch Capital Group Ltd.1
    25,190       2,217,980  
Argo Group International Holdings Ltd.
    36,110       1,352,320  
Aspen Insurance Holdings Ltd.
    57,090       1,633,916  
Berkley (W.R.) Corp.
    83,810       2,294,718  
Brown & Brown, Inc.
    100,760       2,412,194  
Delphi Financial Group, Inc., Cl. A
    10,290       296,764  
EMC Insurance Group, Inc.
    11,130       251,983  
Endurance Specialty Holdings Ltd.
    47,350       2,181,415  
Enstar Group Ltd.1
    10,950       926,151  
FBL Financial Group, Inc., Cl. A
    37,810       1,084,013  
First American Financial Corp.
    15,780       235,753  
Flagstone Reinsurance Holdings SA
    84,540       1,065,204  
FPIC Insurance Group, Inc.1
    35,080       1,296,557  
Hanover Insurance Group, Inc.
    33,660       1,572,595  
Harleysville Group, Inc.
    20,410       749,863  
Horace Mann Educators Corp.
    65,849       1,187,916  
Infinity Property & Casualty Corp.
    38,714       2,392,525  
Maiden Holdings Ltd.
    46,030       361,796  
MBIA, Inc.1
    20,990       251,670  
Meadowbrook Insurance Group, Inc.
    89,200       914,300  
Mercury General Corp.
    35,720       1,536,317  
Montpelier Re Holdings Ltd.
    88,180       1,758,309  
National Financial Partners Corp.1
    40,990       549,266  
National Interstate Corp.
    9,690       207,366  
National Western Life Insurance Co., Cl. A
    2,630       438,474  
Navigators Group, Inc. (The)1
    13,300       669,655  
OneBeacon Insurance Group Ltd.
    51,490       780,588  
Platinum Underwriters Holdings Ltd.
    45,740       2,056,928  
Primerica, Inc.
    37,320       905,010  
ProAssurance Corp.1
    33,122       2,007,193  
Protective Life Corp.
    66,960       1,783,814  
RLI Corp.
    6,960       365,887  

9 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


 

STATEMENT OF INVESTMENTS Continued
                 
    Shares     Value  
 
Insurance Continued
               
Safety Insurance Group, Inc.
    41,049     $ 1,952,701  
Selective Insurance Group, Inc.
    29,740       539,781  
StanCorp Financial Group, Inc.
    36,662       1,654,923  
Symetra Financial Corp.
    94,120       1,289,444  
Torchmark Corp.
    52,110       3,113,051  
Unitrin, Inc.
    65,970       1,618,904  
Validus Holdings Ltd.
    52,962       1,621,167  
 
             
 
            55,396,141  
 
               
Real Estate Investment Trusts—6.4%
               
Associated Estates Realty Corp.
    22,170       338,979  
Brandywine Realty Trust
    269,230       3,136,530  
BRE Properties, Inc., Cl. A
    35,980       1,565,130  
CBL & Associates Properties, Inc.
    108,210       1,893,675  
Chatham Lodging Trust
    59,950       1,034,138  
Colonial Properties Trust
    12,350       222,918  
Digital Realty Trust, Inc.
    196,640       10,134,826  
Entertainment Properties Trust
    11,020       509,675  
Essex Property Trust, Inc.
    14,190       1,620,782  
Extra Space Storage, Inc.
    83,310       1,449,594  
Getty Realty Corp.
    4,440       138,883  
Hatteras Financial Corp.
    194,690       5,893,266  
Home Properties of New York, Inc.
    29,070       1,613,094  
LaSalle Hotel Properties
    190,110       5,018,904  
Mid-America Apartment Communities, Inc.
    116,369       7,388,268  
Pebblebrook Hotel Trust
    25,870       525,678  
PS Business Parks, Inc.
    17,820       992,930  
Sabra Health Care REIT, Inc.
    14,473       266,303  
Saul Centers, Inc.
    200       9,470  
Sovran Self Storage, Inc.
    570       20,982  
Starwood Property Trust, Inc.
    229,630       4,932,452  
Strategic Hotels & Resorts, Inc.1
    475,940       2,517,723  
Tanger Factory Outlet Centers, Inc.
    138,970       7,113,874  
Taubman Centers, Inc.
    32,640       1,647,667  
U-Store-It Real Estate Investment Trust
    106,660       1,016,470  
Urstadt Biddle Properties, Inc., Cl. A
    5,090       99,001  
 
             
 
            61,101,212  
 
               
Real Estate Management & Development—0.3%
               
Campus Crest Communities, Inc.
    179,420       2,515,468  
Thrifts & Mortgage Finance—1.7%
               
BofI Holding, Inc.1
    15,070       233,736  
Federal Agricultural Mortgage Corp., Non-Vtg.
    1,470       23,990  
First Defiance Financial Corp.1
    30,150       358,785  
First Niagara Financial Group, Inc.
    372,310       5,204,894  
MGIC Investment Corp.1
    538,510       5,487,417  
People’s United Financial, Inc.
    219,300       3,072,393  
Radian Group, Inc.
    185,790       1,499,325  
Viewpoint Financial Group
    17,150       200,484  
 
             
 
            16,081,024  
 
               
Health Care—11.3%
               
Biotechnology—0.5%
               
Cubist Pharmaceuticals, Inc.1
    68,310       1,461,834  
Human Genome Sciences, Inc.1
    58,940       1,408,077  
Indevus Pharmaceuticals, Inc.1
    2,500       25  
Myriad Genetics, Inc.1
    17,820       407,009  
PDL BioPharma, Inc.
    225,762       1,406,497  
Targacept, Inc.1
    2,150       56,975  
 
             
 
            4,740,417  
 
               
Health Care Equipment & Supplies—3.1%
               
Atrion Corp.
    4,218       756,962  
China Medical Technologies, Inc., Sponsored ADR1
    32,200       361,928  
Cooper Cos., Inc. (The)
    20,490       1,154,407  
Cyberonics, Inc.1
    1,370       42,497  
Dexcom, Inc.1
    182,740       2,494,401  
Greatbatch, Inc.1
    164,690       3,977,264  
Haemonetics Corp.1
    4,860       307,055  
Hill-Rom Holdings, Inc.
    17,977       707,754  
ICU Medical, Inc.1
    9,420       343,830  
Immucor, Inc.1
    1,170       23,201  
Integra LifeSciences Holdings1
    99,170       4,690,741  
Invacare Corp.
    60,311       1,818,980  
Kensey Nash Corp.1
    34,758       967,315  
Kinetic Concepts, Inc.1
    40,524       1,697,145  
Orthofix International NV1
    81,060       2,350,740  
Sirona Dental Systems, Inc.1
    37,850       1,581,373  
Steris Corp.
    43,360       1,580,906  
Teleflex, Inc.
    4,200       226,002  
Utah Medical Products, Inc.
    8,370       223,228  
Volcano Corp.1
    143,260       3,912,431  
Young Innovations, Inc.
    9,350       299,294  
 
             
 
            29,517,454  
 
               
Health Care Providers & Services—3.9%
               
Air Methods Corp.1
    3,920       220,578  
Allied Healthcare International, Inc.1
    83,460       209,485  
Almost Family, Inc.1
    20,210       776,468  

10 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA


 

                 
    Shares     Value  
 
Health Care Providers & Services Continued
               
Amedisys, Inc.1
    29,250     $ 979,875  
AMERIGROUP Corp.1
    36,420       1,599,566  
AmSurg Corp.1
    78,610       1,646,880  
Chemed Corp.
    25,110       1,594,736  
Continucare Corp.1
    79,680       372,902  
CorVel Corp.1
    5,500       265,925  
Emergency Medical Services LP, Cl. A1
    11,260       727,509  
Ensign Group, Inc. (The)
    22,250       553,358  
Gentiva Health Services, Inc.1
    46,546       1,238,124  
Health Management Associates, Inc., Cl. A1
    808,980       7,717,669  
HEALTHSOUTH Corp.1
    2,450       50,740  
Healthspring, Inc.1
    72,938       1,935,045  
Healthways, Inc.1
    9,620       107,359  
HMS Holdings Corp.1
    65,490       4,241,787  
Kindred Healthcare, Inc.1
    22,340       410,386  
LHC Group, Inc.1
    53,190       1,595,700  
LifePoint Hospitals, Inc.1
    44,521       1,636,147  
Lincare Holdings, Inc.
    59,236       1,589,302  
Magellan Health Services, Inc.1
    42,420       2,005,618  
MEDNAX, Inc.1
    13,380       900,340  
Metropolitan Health Networks, Inc.1
    113,320       506,540  
NovaMed, Inc.1
    18,630       214,804  
Owens & Minor, Inc.
    5,730       168,634  
PharMerica Corp.1
    19,160       219,382  
Providence Service Corp.1
    13,620       218,873  
PSS World Medical, Inc.1
    8,570       193,682  
Triple-S Management Corp., Cl. B1
    40,327       769,439  
U.S. Physical Therapy, Inc.1
    33,605       666,051  
Universal American Corp.
    65,130       1,331,909  
Universal Health Services, Inc., Cl. B
    392       17,021  
 
             
 
            36,681,834  
 
               
Health Care Technology—0.9%
               
Allscripts Healthcare Solutions, Inc.1
    258,096       4,973,510  
SXC Health Solutions Corp.1
    81,990       3,514,091  
 
             
 
            8,487,601  
 
             
 
               
Life Sciences Tools & Services—0.3%
               
Bio-Rad Laboratories, Inc., Cl. A1
    2,710       281,434  
Bruker Corp.1
    65,520       1,087,632  
Cambrex Corp.1
    89,970       465,145  
eResearch Technology, Inc.1
    48,910       359,489  
Harvard Bioscience, Inc.1
    65,210       266,709  
ICON plc, Sponsored ADR1
    31,830       697,077  
 
             
 
            3,157,486  
 
               
Pharmaceuticals—2.6%
               
Endo Pharmaceuticals Holdings, Inc.1
    54,072       1,930,911  
Hi-Tech Pharmacal Co., Inc.1
    25,280       630,736  
Impax Laboratories, Inc.1
    71,090       1,429,620  
Medicis Pharmaceutical Corp., Cl. A
    57,576       1,542,461  
Par Pharmaceutical Cos., Inc.1
    44,970       1,731,795  
Perrigo Co.
    96,940       6,139,210  
Questcor Pharmaceuticals, Inc.1
    143,318       2,111,074  
Salix Pharmaceuticals Ltd.1
    161,710       7,593,902  
Valeant Pharmaceuticals International, Inc.
    20,620       583,340  
ViroPharma, Inc.1
    81,930       1,419,028  
 
             
 
            25,112,077  
 
               
Industrials—15.8%
               
Aerospace & Defense—2.0%
               
BE Aerospace, Inc.1
    206,178       7,634,771  
Ceradyne, Inc.1
    66,470       2,095,799  
Cubic Corp.
    34,370       1,620,546  
Ducommun, Inc.
    15,720       342,382  
Esterline Technologies Corp.1
    850       58,302  
Gencorp, Inc.1
    190,600       985,402  
LMI Aerospace, Inc.1
    4,770       76,272  
National Presto Industries, Inc.
    15,191       1,974,982  
Spirit Aerosystems Holdings, Inc., Cl. A1
    162,060       3,372,469  
Teledyne Technologies, Inc.1
    10,890       478,833  
 
             
 
            18,639,758  
 
               
Air Freight & Logistics—0.8%
               
Atlas Air Worldwide Holdings, Inc.1
    29,400       1,641,402  
Hub Group, Inc., Cl. A1
    176,000       6,184,640  
 
             
 
            7,826,042  
                 
Airlines—1.0%
               
Alaska Air Group, Inc.1 
    32,180       1,824,284  
Copa Holdings SA, Cl. A
    5,540       325,974  
Hawaiian Holdings, Inc.1
    199,818       1,566,573  
JetBlue Airways Corp.1
    246,420       1,628,836  
Pinnacle Airlines Corp.1
    34,120       269,548  
Republic Airways Holdings, Inc.1
    119,350       873,642  
United Continental Holdings, Inc.1
    68,060       1,621,189  
US Airways Group, Inc.1
    119,370       1,194,894  
 
             
 
            9,304,940  
 
               
Building Products—0.1%
               
Quanex Building Products Corp.
    20,490       388,695  
Smith (A.O.) Corp.
    22,015       838,331  
 
             
 
            1,227,026  
11 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Shares     Value  
 
Commercial Services & Supplies—1.6%
               
APAC Teleservices, Inc.1
    31,260     $ 189,748  
Brink’s Co. (The)
    31,530       847,526  
Consolidated Graphics, Inc.1
    31,090       1,505,689  
Deluxe Corp.
    98,936       2,277,507  
Ennis, Inc.
    45,910       785,061  
G&K Services, Inc., Cl. A
    20,480       633,037  
M&F Worldwide Corp.1
    28,072       648,463  
R.R. Donnelley & Sons Co.
    80,010       1,397,775  
Team, Inc.1
    15,110       365,662  
UniFirst Corp.
    22,134       1,218,477  
Waste Connections, Inc.
    205,305       5,652,047  
 
             
 
            15,520,992  
 
               
Construction & Engineering—1.4%
               
Aecom Technology Corp.1
    132,549       3,707,396  
Baker (Michael) Corp.1
    24,133       750,536  
Chicago Bridge & Iron Co. NV1
    60,540       1,991,766  
Great Lakes Dredge & Dock Co.
    156,190       1,151,120  
KBR, Inc.
    50,850       1,549,400  
MasTec, Inc.1
    32,320       471,549  
Sterling Construction Co., Inc.1
    27,750       361,860  
Tutor Perini Corp.
    165,573       3,544,918  
 
             
 
            13,528,545  
 
               
Electrical Equipment—1.7%
               
Advanced Battery Technologies, Inc.1
    23,770       91,515  
AZZ, Inc.
    25,850       1,034,259  
Brady Corp., Cl. A
    16,770       546,870  
Franklin Electric Co., Inc.
    5,820       226,514  
Fushi Copperweld, Inc.1
    20,480       181,862  
Generac Holdings, Inc.1
    178,290       2,882,949  
Hubbell, Inc., Cl. B
    29,630       1,781,652  
Lihua International, Inc.1
    41,910       471,068  
Powell Industries, Inc.1
    45,950       1,510,836  
Regal-Beloit Corp.
    78,410       5,234,652  
Thomas & Betts Corp.1
    44,749       2,161,377  
 
             
 
            16,123,554  
 
               
Industrial Conglomerates—0.2%
               
Seaboard Corp.
    440       876,040  
Tredegar Corp.
    54,094       1,048,342  
 
             
 
            1,924,382  
 
               
Machinery—3.4%
               
Alamo Group, Inc.
    12,750       354,705  
Blount International, Inc.1
    10,540       166,110  
Briggs & Stratton Corp.
    65,510       1,289,892  
China Yuchai International Ltd.
    45,490       1,441,578  
Crane Co.
    11,110       456,288  
Duoyuan Global Water, Inc., ADR1
    23,230       296,647  
Duoyuan Printing, Inc.1
    77,210       226,225  
EnPro Industries, Inc.1
    97,763       4,063,030  
Freightcar America, Inc.
    74,440       2,154,294  
Gardner Denver, Inc.
    83,936       5,776,476  
L.B. Foster Co., Cl. A1
    1,590       65,095  
NACCO Industries, Inc., Cl. A
    3,695       400,427  
Oshkosh Corp.1
    53,770       1,894,855  
Robbins & Myers, Inc.
    24,590       879,830  
Sauer-Danfoss, Inc.1
    8,910       251,708  
Terex Corp.1
    98,820       3,067,373  
Timken Co.
    44,100       2,104,893  
Toro Co. (The)
    36,770       2,266,503  
TriMas Corp.1
    3,900       79,794  
Twin Disc, Inc.
    1,410       42,103  
Valmont Industries, Inc.
    180       15,971  
Wabtec Corp.
    90,170       4,769,091  
Watts Water Technologies, Inc., Cl. A
    4,330       158,435  
 
             
 
            32,221,323  
 
               
Marine—0.3%
               
Diana Shipping, Inc.1
    99,720       1,198,634  
Excel Maritime Carriers Ltd.1
    123,180       693,503  
Safe Bulkers, Inc.
    118,040       1,045,834  
 
             
 
            2,937,971  
 
               
Professional Services—1.4%
               
CBIZ, Inc.1
    170,700       1,065,168  
Dolan Co. (The)1
    91,910       1,279,387  
FTI Consulting, Inc.1
    15,670       584,178  
GP Strategies Corp.1
    32,050       328,192  
Korn-Ferry International1
    124,790       2,883,897  
Navigant Consulting, Inc.1
    8,560       78,752  
Robert Half International, Inc.
    238,490       7,297,794  
 
             
 
            13,517,368  
 
               
Road & Rail—1.6%
               
Amerco1
    16,640       1,598,106  
Avis Budget Group, Inc.1
    1,080       16,805  
Genesee & Wyoming, Inc., Cl. A1
    63,471       3,360,789  
Guangshen Railway Co. Ltd., Sponsored ADR
    2,020       39,491  
Heartland Express, Inc.
    21,700       347,634  
Old Dominion Freight Line, Inc.1
    292,570       9,359,314  
 
             
 
            14,722,139  
12 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

                 
    Shares     Value  
 
Trading Companies & Distributors—0.3%
               
Aircastle Ltd.
    73,190     $ 764,836  
Applied Industrial Technologies, Inc.
    51,480       1,672,070  
DXP Enterprises, Inc.1
    14,327       343,848  
Fly Leasing Ltd., ADR
    20,920       285,767  
 
             
 
            3,066,521  
 
               
Information Technology—19.6%
               
Communications Equipment—2.3%
               
Arris Group, Inc.1
    142,340       1,597,055  
Black Box Corp.
    24,145       924,512  
Blue Coat Systems, Inc.1
    392,988       11,738,552  
Comtech Telecommunications Corp.
    33,190       920,359  
InterDigital, Inc.1
    50,780       2,114,479  
Ituran Location & Control Ltd.
    18,131       316,205  
Plantronics, Inc.
    49,994       1,860,777  
Polycom, Inc.1
    60,650       2,364,137  
 
             
 
            21,836,076  
 
               
Computers & Peripherals—0.9%
               
China Digital TV Holding Co. Ltd., ADR
    39,250       278,283  
QLogic Corp.1
    72,210       1,229,014  
Rimage Corp.1
    13,880       206,951  
STEC, Inc.1
    580       10,237  
Synaptics, Inc.1
    65,800       1,933,204  
Western Digital Corp.1
    134,640       4,564,296  
 
             
 
            8,221,985  
Electronic Equipment & Instruments—1.6%
               
Anixter International, Inc.
    28,040       1,674,829  
AVX Corp.
    109,270       1,686,036  
Brightpoint, Inc.1
    23,200       202,536  
Celestica, Inc.1
    40,090       388,873  
Coherent, Inc.1
    19,880       897,383  
Dolby Laboratories, Inc., Cl. A1
    61,457       4,099,182  
Insight Enterprises, Inc.1
    91,966       1,210,273  
KEMET Corp.1
    46,880       683,510  
Littlefuse, Inc.
    950       44,707  
MTS Systems Corp.
    320       11,987  
Multi-Fineline Electronix, Inc.1
    50,632       1,341,242  
Newport Corp.1
    5,190       90,150  
Park Electrochemical Corp.
    830       24,900  
Power-One, Inc.1
    57,960       591,192  
Spectrum Control, Inc.1
    29,910       448,351  
Vishay Intertechnology, Inc.1
    131,960       1,937,173  
 
             
 
            15,332,324  
 
               
Internet Software & Services—1.7%
               
AOL, Inc.1
    64,030       1,518,151  
EarthLink, Inc.
    214,238       1,842,447  
j2 Global Communications, Inc.1
    240,155       6,952,487  
Open Text Corp.1
    23,520       1,083,331  
Saba Software, Inc.1
    20,520       125,582  
Sohu.com, Inc.1
    27,420       1,740,896  
United Online, Inc.
    187,092       1,234,807  
ValueClick, Inc.1
    128,250       2,055,848  
Web.com Group, Inc.1
    8,800       74,360  
 
             
 
            16,627,909  
 
               
IT Services—3.0%
               
Acxiom Corp.1
    92,730       1,590,320  
Broadridge Financial Solutions, Inc.
    79,458       1,742,514  
CACI International, Inc., Cl. A1
    101,150       5,401,410  
Cass Information Systems, Inc.
    2,570       97,506  
Convergys Corp.1
    87,987       1,158,789  
CSG Systems International, Inc.1
    79,831       1,511,999  
DST Systems, Inc.
    35,994       1,596,334  
Euronet Worldwide, Inc.1
    6,730       117,371  
Forrester Research, Inc.
    1,750       61,758  
Global Cash Access, Inc.1
    156,125       498,039  
Henry (Jack) & Associates, Inc.
    4,770       139,046  
ManTech International Corp.1
    10,700       442,231  
Maximus, Inc.
    24,110       1,581,134  
NeuStar, Inc., Cl. A1
    338,888       8,828,032  
Patni Computer Systems Ltd., ADR
    54,670       1,169,391  
Satyam Computer Services Ltd., ADR1
    890       2,599  
Syntel, Inc.
    3,350       160,097  
TeleTech Holdings, Inc.1
    109,396       2,252,464  
Unisys Corp.1
    18,650       482,849  
 
             
 
            28,833,883  
Office Electronics—0.0%
               
Zebra Technologies Corp., Cl. A1
    11,550       438,785  
Semiconductors & Semiconductor Equipment—5.5%
               
Amkor Technology, Inc.1
    101,360       749,050  
ASM International NV1
    10,300       360,706  
Atheros Communications, Inc.1
    172,060       6,180,395  
ATMI, Inc.1
    20,030       399,398  
Cabot Microelectronics Corp.1
    24,650       1,021,743  
China Sunergy Co. Ltd., ADR1
    188,620       788,432  
Cypress Semiconductor Corp.1
    11,260       209,211  
Entegris, Inc.1
    30,680       229,180  
Fairchild Semiconductor International, Inc., Cl. A1
    147,940       2,309,343  
13 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Shares     Value  
 
Semiconductors & Semiconductor Equipment Continued
               
GT Solar International, Inc.1
    215,840     $ 1,968,461  
Himax Technologies, Inc., ADR
    209,760       495,034  
Integrated Device Technology, Inc.1
    2,250       14,985  
JA Solar Holdings Co. Ltd., ADS1
    181,380       1,255,150  
Kulicke & Soffa Industries, Inc.1
    83,620       602,064  
Lattice Semiconductor Corp.1
    203,320       1,232,119  
Micrel, Inc.
    108,507       1,409,506  
Microsemi Corp.1
    900       20,610  
Netlogic Microsystems, Inc.1
    186,290       5,851,369  
ON Semiconductor Corp.1
    44,000       434,720  
Photronics, Inc.1
    35,760       211,342  
PMC-Sierra, Inc.1
    70,990       609,804  
RF Micro Devices, Inc.1
    269,360       1,979,796  
Semtech Corp.1
    275,959       6,247,712  
Skyworks Solutions, Inc.1
    214,610       6,144,284  
Solarfun Power Holdings Co. Ltd., Sponsored ADR1
    87,350       713,650  
Spansion, Inc., Cl. A1
    6,920       143,244  
Standard Microsystems Corp.1
    4,470       128,870  
Teradyne, Inc.1
    136,270       1,913,231  
Tessera Technologies, Inc.1
    45,549       1,008,910  
Varian Semiconductor Equipment Associates, Inc.1
    163,279       6,036,425  
Veeco Instruments, Inc.1
    41,210       1,770,382  
 
             
 
            52,439,126  
 
               
Software—4.6%
               
Actuate Corp.1
    128,940       734,958  
Blackboard, Inc.1
    82,060       3,389,078  
Changyou.com Ltd., ADR1
    45,590       1,299,771  
Check Point Software Technologies Ltd.1
    154,074       7,127,463  
Compuware Corp.1
    185,758       2,167,796  
Concur Technologies, Inc.1
    56,300       2,923,659  
FactSet Research Systems, Inc.
    81,652       7,655,692  
Fair Isaac Corp.
    70,821       1,655,087  
Giant Interactive Group, Inc., ADR
    76,210       542,615  
Lawson Software, Inc.1
    51,760       478,780  
Manhattan Associates, Inc.1
    63,855       1,950,132  
MicroStrategy, Inc., Cl. A1
    14,216       1,215,042  
Monotype Imaging Holdings, Inc.1
    30,030       333,333  
Net 1 UEPS Technologies, Inc.1
    112,530       1,379,618  
NetScout Systems, Inc.1
    740       17,027  
Perfect World Co. Ltd.1
    41,920       991,408  
Pervasive Software, Inc.1
    43,660       225,286  
Quest Software, Inc.1
    83,310       2,311,019  
Shanda Games Ltd., Sponsored ADR1
    197,100       1,269,324  
TIBCO Software, Inc.1
    283,116       5,580,216  
Websense, Inc.1
    22,060       446,715  
 
             
 
            43,694,019  
 
               
Materials—5.1%
               
Chemicals—1.9%
               
Arch Chemicals, Inc.
    7,210       273,475  
Contango ORE, Inc.1
    1,098       11,529  
Cytec Industries, Inc.
    128,511       6,818,794  
Hawkins, Inc.
    27,000       1,198,800  
Innophos Holdings, Inc.
    58,370       2,105,990  
Innospec, Inc.1
    16,760       341,904  
KMG Chemicals, Inc.
    19,380       321,127  
Koppers Holdings, Inc.
    15,056       538,704  
Minerals Technologies, Inc.
    27,464       1,796,420  
NewMarket Corp.
    9,340       1,152,276  
OM Group, Inc.1
    26,210       1,009,347  
Solutia, Inc.1
    20,930       483,064  
Stepan Co.
    8,980       684,905  
W.R. Grace & Co.1
    51,690       1,815,870  
Westlake Chemical Corp.
    3,140       136,496  
 
             
 
            18,688,701  
 
               
Construction Materials—0.6%
               
Eagle Materials, Inc.
    204,250       5,770,063  
Containers & Packaging—1.1%
               
Boise, Inc.
    150,010       1,189,579  
Packaging Corp. of America
    287,110       7,418,922  
Rock-Tenn Co., Cl. A
    29,379       1,584,997  
Silgan Holdings, Inc.
    2,740       98,119  
 
             
 
            10,291,617  
 
               
Metals & Mining—0.8%
               
Compass Minerals International, Inc.
    82,690       7,381,736  
Gulf Resources, Inc.1
    16,250       173,713  
Redcorp Ventures Ltd., Legend Shares1,2
    666,400       3,351  
 
             
 
            7,558,800  
 
               
Paper & Forest Products—0.7%
               
Buckeye Technologies, Inc.
    95,950       2,015,910  
Clearwater Paper Corp.1
    16,330       1,278,639  
Domtar Corp.
    22,050       1,674,036  
Glatfelter
    75,380       924,913  
KapStone Paper & Packing Corp.1
    62,410       954,873  
 
             
 
            6,848,371  
14 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

                 
    Shares     Value  
 
Telecommunication Services—0.6%
               
Diversified Telecommunication Services—0.2%
               
Cincinnati Bell, Inc.1
    263,752     $ 738,506  
IDT Corp., Cl. B
    25,790       661,514  
Neutral Tandem, Inc.1
    10,440       150,754  
Nortel Inversora SA, Sponsored ADR1
    16,050       479,895  
Telecom Corp. of New Zealand Ltd., Sponsored ADR
    47,360       397,824  
 
             
 
            2,428,493  
 
               
Wireless Telecommunication Services—0.4%
               
Cellcom Israel Ltd.
    42,590       1,392,267  
NTELOS Holdings Corp.
    27,818       529,933  
USA Mobility, Inc.
    91,762       1,630,611  
 
             
 
            3,552,811  
 
               
Utilities—3.2%
               
Electric Utilities—1.1%
               
Companhia Paranaense de Energia-Copel, Sponsored ADR
    78,851       1,984,680  
El Paso Electric Co.1
    52,150       1,435,690  
Empresa Distribuidora y Comercializadora Norte SA, ADR1
    32,790       448,567  
UIL Holdings Corp.
    450       13,482  
UniSource Energy Corp.
    28,970       1,038,285  
Westar Energy, Inc.
    230,860       5,808,438  
 
             
 
            10,729,142  
Energy Traders—1.0%
               
AES Corp. (The)1
    809,390       9,858,370  
Gas Utilities—0.6%
               
Atmos Energy Corp.
    51,290       1,600,248  
Chesapeake Utilities Corp.
    6,110       253,687  
Nicor, Inc.
    290       14,477  
Southwest Gas Corp.
    53,120       1,947,910  
UGI Corp.
    46,380       1,464,680  
 
             
 
            5,281,002  
 
Multi-Utilities—0.1%
               
Integrys Energy Group, Inc.
    23,110       1,121,066  
Vectren Corp.
    5,410       137,306  
 
             
 
            1,258,372  
 
               
Water Utilities—0.4%
               
Aqua America, Inc.
    159,150       3,577,664  
 
             
Total Common Stocks (Cost $694,239,797)
            929,312,510  
 
               
Investment Companies—2.6%
               
Ares Capital Corp.
    429,060       7,070,909  
BlackRock Kelso Capital Corp.
    119,670       1,323,550  
Gladstone Capital Corp.
    81,658       940,700  
Hercules Technology Growth Capital, Inc.
    18,977       196,602  
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%3,5
    133,735       133,735  
MCG Capital Corp.
    98,070       683,548  
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%3,4
    13,940,550       13,940,550  
TICC Capital Corp.
    63,270       709,257  
 
             
Total Investment Companies (Cost $22,847,404)
            24,998,851  
Total Investments, at Value (Cost $717,087,201)
    99.9 %     954,311,361  
Other Assets Net of Liabilities
    0.1       975,118  
 
           
Net Assets
    100.0 %   $ 955,286,479  
 
           
Footnotes to Statement of Investments
     
1.   Non-income producing security.
 
2.   Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $3,351 or less than 0.005% of the Fund’s net assets as of December 31, 2010.
 
3.   Rate shown is the 7-day yield as of December 31, 2010.
 
4.   Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:
                                 
    Shares     Gross     Gross     Shares  
    December 31, 2009     Additions     Reductions     December 31, 2010  
 
Oppenheimer Institutional Money Market Fund, Cl. E
    6,595,140       301,135,286       293,789,876       13,940,550  
                 
    Value     Income  
 
Oppenheimer Institutional Money Market Fund, Cl. E
  $ 13,940,550     $ 22,622  
5. Interest rate is less than 0.0005%
15 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
1) Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
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 table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
                             
                Level 3—    
    Level 1—   Level 2—   Significant    
    Unadjusted   Other Significant   Unobservable    
    Quoted Prices   Observable Inputs   Inputs   Value
 
Assets Table
                           
Investments, at Value:
                           
Common Stocks
                           
Consumer Discretionary
  $ 127,845,744     $—   $   $ 127,845,744  
Consumer Staples
    19,688,252               19,688,252  
Energy
    51,640,857               51,640,857  
Financials
    198,612,714               198,612,714  
Health Care
    107,696,844         25       107,696,869  
Industrials
    150,560,561               150,560,561  
Information Technology
    187,424,107               187,424,107  
Materials
    49,154,201         3,351       49,157,552  
Telecommunication Services
    5,981,304               5,981,304  
Utilities
    30,704,550               30,704,550  
Investment Companies
    24,998,851               24,998,851  
     
Total Assets
  $ 954,307,985     $—   $ 3,376     $ 954,311,361  
     
Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
See accompanying Notes to Financial Statements.
16 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010
         
Assets
       
Investments, at value—see accompanying statement of investments:
       
Unaffiliated companies (cost $703,146,651)
  $ 940,370,811  
Affiliated companies (cost $13,940,550)
    13,940,550  
 
     
 
    954,311,361  
Receivables and other assets:
       
Investments sold
    1,322,757  
Dividends
    1,021,613  
Other
    16,412  
 
     
Total assets
    956,672,143  
 
       
Liabilities
       
Payables and other liabilities:
       
Distribution and service plan fees
    514,331  
Shares of beneficial interest redeemed
    430,145  
Shareholder communications
    259,995  
Transfer and shareholder servicing agent fees
    80,536  
Due to custodian
    48,330  
Trustees’ compensation
    13,793  
Other
    38,534  
 
     
Total liabilities
    1,385,664  
 
       
Net Assets
  $ 955,286,479  
 
       
Composition of Net Assets
       
Par value of shares of beneficial interest
  $ 54,530  
Additional paid-in capital
    929,224,523  
Accumulated net investment income
    4,175,047  
Accumulated net realized loss on investments
    (215,391,781 )
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies
    237,224,160  
 
     
Net Assets
  $ 955,286,479  
 
       
Net Asset Value Per Share
       
Non-Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $95,575,915 and 5,412,628 shares of beneficial interest outstanding)
  $ 17.66  
Service Shares:
       
Net asset value, redemption price per share and offering price per share (based on net assets of $859,710,564 and 49,117,021 shares of beneficial interest outstanding)
  $ 17.50  
See accompanying Notes to Financial Statements.
17 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010
         
Investment Income
       
Dividends:
       
Unaffiliated companies (net of foreign withholding taxes of $50,417)
  $ 12,241,751  
Affiliated companies
    22,622  
Interest
    415  
 
     
Total investment income
    12,264,788  
 
       
Expenses
       
Management fees
    5,732,969  
Distribution and service plan fees—Service shares
    1,818,061  
Transfer and shareholder servicing agent fees:
       
Non-Service shares
    88,009  
Service shares
    729,536  
Shareholder communications:
       
Non-Service shares
    31,214  
Service shares
    260,274  
Trustees’ compensation
    32,378  
Custodian fees and expenses
    4,471  
Administration service fees
    1,500  
Other
    79,527  
 
     
Total expenses
    8,777,939  
Less waivers and reimbursements of expenses
    (411,578 )
 
     
Net expenses
    8,366,361  
 
       
Net Investment Income
    3,898,427  
 
       
Realized and Unrealized Gain
       
Net realized gain on investments from unaffiliated companies
    52,686,058  
Net change in unrealized appreciation/depreciation on:
       
Investments
    128,458,193  
Translation of assets and liabilities denominated in foreign currencies
    16,517  
 
     
Net change in unrealized appreciation/depreciation
    128,474,710  
 
       
Net Increase in Net Assets Resulting from Operations
  $ 185,059,195  
 
     
See accompanying Notes to Financial Statements.
18 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

STATEMENTS OF CHANGES IN NET ASSETS
                 
Year Ended December 31,   2010     2009  
 
Operations
               
Net investment income
  $ 3,898,427     $ 3,381,265  
Net realized gain (loss)
    52,686,058       (133,188,329 )
Net change in unrealized appreciation/depreciation
    128,474,710       346,221,405  
     
Net increase in net assets resulting from operations
    185,059,195       216,414,341  
 
               
Dividends and/or Distributions to Shareholders
               
Dividends from net investment income:
               
Non-Service shares
    (548,102 )     (605,525 )
Service shares
    (2,854,368 )     (4,276,612 )
     
 
    (3,402,470 )     (4,882,137 )
 
               
Beneficial Interest Transactions
               
Net increase (decrease) in net assets resulting from beneficial interest transactions:
               
Non-Service shares
    (4,150,760 )     894,228  
Service shares
    33,619,248       (78,387,647 )
     
 
    29,468,488       (77,493,419 )
 
               
Net Assets
               
Total increase
    211,125,213       134,038,785  
Beginning of period
    744,161,266       610,122,481  
     
End of period (including accumulated net investment income of $4,175,047 and $3,373,950, respectively)
  $ 955,286,479     $ 744,161,266  
     
See accompanying Notes to Financial Statements.
19 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Non-Service Shares   Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 14.40     $ 10.65     $ 18.20     $ 19.15     $ 17.18  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .10       .08       .12       .09       .08  
Net realized and unrealized gain (loss)
    3.25       3.78       (6.73 )     (.30 )     2.46  
     
Total from investment operations
    3.35       3.86       (6.61 )     (.21 )     2.54  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.09 )     (.11 )     (.08 )     (.06 )     (.03 )
Distributions from net realized gain
                (.86 )     (.68 )     (.54 )
     
Total dividends and/or distributions to shareholders
    (.09 )     (.11 )     (.94 )     (.74 )     (.57 )
 
Net asset value, end of period
  $ 17.66     $ 14.40     $ 10.65     $ 18.20     $ 19.15  
     
 
                                       
Total Return, at Net Asset Value2
    23.41 %     37.20 %     (37.83 )%     (1.21 )%     15.00 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 95,576     $ 81,814     $ 58,478     $ 93,939     $ 81,405  
 
Average net assets (in thousands)
  $ 88,063     $ 69,585     $ 80,406     $ 94,815     $ 62,659  
 
Ratios to average net assets:3
                                       
Net investment income
    0.68 %     0.71 %     0.80 %     0.48 %     0.46 %
Total expenses4
    0.85 %     0.91 %     0.75 %     0.73 %     0.77 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.80 %     0.82 %     0.75 %     0.73 %     0.77 %
 
Portfolio turnover rate
    73 %     140 %     130 %     115 %     110 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total Expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    0.85 %
Year Ended December 31, 2009
    0.91 %
Year Ended December 31, 2008
    0.75 %
Year Ended December 31, 2007
    0.73 %
Year Ended December 31, 2006
    0.77 %
See accompanying Notes to Financial Statements.
20 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

                                         
Service Shares   Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 14.28     $ 10.54     $ 18.03     $ 18.98     $ 17.06  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .07       .05       .08       .05       .04  
Net realized and unrealized gain (loss)
    3.21       3.76       (6.67 )     (.29 )     2.42  
     
Total from investment operations
    3.28       3.81       (6.59 )     (.24 )     2.46  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.06 )     (.07 )     (.04 )     (.03 )     2  
Distributions from net realized gain
                (.86 )     (.68 )     (.54 )
     
Total dividends and/or distributions to shareholders
    (.06 )     (.07 )     (.90 )     (.71 )     (.54 )
 
Net asset value, end of period
  $ 17.50     $ 14.28     $ 10.54     $ 18.03     $ 18.98  
     
 
                                       
Total Return, at Net Asset Value3
    23.06 %     36.88 %     (38.00 )%     (1.39 )%     14.66 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 859,710     $ 662,347     $ 551,644     $ 821,642     $ 636,430  
 
Average net assets (in thousands)
  $ 730,069     $ 612,651     $ 769,150     $ 766,102     $ 479,456  
 
Ratios to average net assets:4
                                       
Net investment income
    0.45 %     0.47 %     0.52 %     0.23 %     0.23 %
Total expenses5
    1.10 %     1.15 %     0.99 %     0.97 %     1.00 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    1.05 %     1.07 %     0.99 %     0.97 %     1.00 %
 
Portfolio turnover rate
    73 %     140 %     130 %     115 %     110 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   Less than $0.005 per share.
 
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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. 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.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    1.10 %
Year Ended December 31, 2009
    1.15 %
Year Ended December 31, 2008
    0.99 %
Year Ended December 31, 2007
    0.97 %
Year Ended December 31, 2006
    1.00 %
See accompanying Notes to Financial Statements.
21 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Oppenheimer Main Street Small Cap Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
     The Fund offers two classes of shares. Both classes are sold at their offering price, which is the net asset value per share, to separate investment accounts of participating insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other investment products. The class of shares designated as Service shares is subject to a distribution and service plan. Both 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.
     The following is a summary of significant accounting policies consistently followed by the Fund.
Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.
     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.
     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.
     U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.
     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.
     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee,
22 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities 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 adjusted for any discounts related to 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.
     There have been no significant changes to the fair valuation methodologies of the Fund during the period.
Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.
Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.
     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.
     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.
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.
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 remain open for the three preceding fiscal reporting period ends.
23 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
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.
                         
                    Net Unrealized  
                    Appreciation Based  
                    on Cost of Securities  
Undistributed   Undistributed     Accumulated     and Other Investments  
Net Investment   Long-Term     Loss     for Federal Income  
Income   Gain     Carryforward1,2,3     Tax Purposes  
 
$3,393,342
  $     $ 207,226,042     $ 229,859,904  
 
1.   As of December 31, 2010, the Fund had $207,226,042 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2010, details of the capital loss carryforwards were as follows:
         
Expiring        
 
2016
  $ 45,463,528  
2017
    161,762,514  
 
     
Total
  $ 207,226,042  
 
     
 
2.   During the fiscal year ended December 31, 2010, the Fund utilized $46,413,192 of capital loss carryforward to offset capital gains realized in that fiscal year.
 
3.   During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.
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 may differ from their ultimate characterization for federal income tax purposes. 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 December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.
         
    Increase to  
Increase to   Accumulated Net  
Accumulated Net   Realized Loss  
Investment Income   on Investments  
 
$305,140
  $ 305,140  
The tax character of distributions paid during the years ended December 31, 2010 and December 31, 2009 was as follows:
                 
    Year Ended     Year Ended  
    December 31, 2010     December 31, 2009  
 
Distributions paid from:
               
Ordinary income
  $ 3,402,470     $ 4,882,137  
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 as of December 31, 2010 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.
         
Federal tax cost of securities
  $ 724,451,457  
 
     
Gross unrealized appreciation
  $ 236,867,825  
Gross unrealized depreciation
    (7,007,921 )
 
     
Net unrealized appreciation
  $ 229,859,904  
 
     
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Trustees’ Compensation. The Board of Trustees 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.
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. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed 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 market value of the securities received. Interest income 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.
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 0.50%. 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.
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
25 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
2. 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 December 31, 2010     Year Ended December 31, 2009  
    Shares     Amount     Shares     Amount  
 
Non-Service Shares
                               
Sold
    2,793,780     $ 42,429,352       3,169,215     $ 36,433,519  
Dividends and/or distributions reinvested
    36,202       548,102       83,752       605,525  
Redeemed
    (3,098,803 )     (47,128,214 )     (3,063,138 )     (36,144,816 )
     
Net increase (decrease)
    (268,821 )   $ (4,150,760 )     189,829     $ 894,228  
     
 
                               
Service Shares
                               
Sold
    11,844,155     $ 173,858,907       14,093,981     $ 149,861,179  
Dividends and/or distributions reinvested
    189,911       2,854,368       592,905       4,262,989  
Redeemed
    (9,301,032 )     (143,094,027 )     (20,638,747 )     (232,511,815 )
     
Net increase (decrease)
    2,733,034     $ 33,619,248       (5,951,861 )   $ (78,387,647 )
     
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2010, were as follows:
                 
    Purchases     Sales  
 
Investment securities
  $ 610,839,072     $ 589,808,446  
4. 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:
         
Fee Schedule        
 
Up to $200 million
    0.75 %
Next $200 million
    0.72  
Next $200 million
    0.69  
Next $200 million
    0.66  
Over $800 million
    0.60  
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS fees at an annual rate of 0.10% of the daily net assets of each class of shares. For the year ended December 31, 2010, the Fund paid $798,923 to OFS for services to the Fund.
Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares to pay OppenheimerFunds Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s Service shares. Under the Plan, payments are made periodically at an annual rate of 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors of the insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners
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that hold Service shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
Waivers and Reimbursements of Expenses. The Manager has voluntarily agreed to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 0.80% for Non-Service shares and 1.05% for Service shares. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $44,175 and $357,636 for Non-Service and Service shares, respectively.
     The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $9,767 for IMMF management fees.
     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
5. Pending Litigation
Since 2009, a number of lawsuits have been pending in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
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NOTES TO FINANCIAL STATEMENTS Continued
6. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:
We have audited the accompanying statement of assets and liabilities of Oppenheimer Main Street Small Cap Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2010, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. 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. The accompanying financial highlights of Oppenheimer Main Street Small Cap Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those financial highlights.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian and transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Main Street Small Cap Fund/VA as of December 31, 2010, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG llp
Denver, Colorado
February 16, 2011
29 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

FEDERAL INCOME TAX INFORMATION Unaudited
In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.
     Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2010 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.
     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.
30 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Matthew Ziehl and Raman Vardharaj, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
31 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued
     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other small-cap core funds underlying variable insurance products. The Board considered that the Fund outperformed its performance universe median during the one-year, three-year and five-year periods, although it underperformed its performance universe median during the ten-year period. The Board noted the Fund’s recent performance, which ranked in the top quintile of the Fund’s performance universe during the one-year period ended April 30, 2010.
     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other small-cap core funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds to those of retail funds, it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s actual management fees and total expenses were lower than its expense group median. The Board also considered that, effective May 1, 2009, the Manager voluntarily agreed to cap annual total expenses, as a percentage of net assets, for Non-Service shares at 0.80% and for Service shares at 1.05%.
     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
32 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures 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 Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (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 1.800.525.7048, 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.
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TRUSTEES AND OFFICERS Unaudited
     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Fund, Length of Service, Age   the Fund Complex Currently Overseen
 
   
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.
 
   
William L. Armstrong,
Chairman of the Board of Trustees (since 2003), Trustee (since 1999)
Age: 73
  President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
George C. Bowen,
Trustee (since 1999)
Age: 74
  Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Bowen has served on the Boards of certain Oppenheimer funds since 1998, 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 Boards’ deliberations.
 
   
Edward L. Cameron,
Trustee (since 1999)
Age: 72
  Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
Jon S. Fossel,
Trustee (since 1998)
Age: 68
  Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, 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 Boards’ deliberations.
 
   
Sam Freedman,
Trustee (since 1998)
Age: 70
  Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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 Boards’ deliberations.
 
   
Beverly L. Hamilton,
Trustee (since 2002)
Age: 64
  Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment
34 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Fund, Length of Service, Age   the Fund Complex Currently Overseen
 
   
Beverly L. Hamilton,
Continued
  (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 36 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, 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 Boards’ deliberations.
 
   
Robert J. Malone,
Trustee (since 2002)
Age: 66
  Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 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 Boards’ deliberations.
 
   
F. William Marshall, Jr.,
Trustee (since 2000)
Age: 68
  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, 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 Boards’ deliberations.
 
   
INTERESTED TRUSTEE
AND OFFICER
  The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
 
   
William F. Glavin, Jr.,
Trustee, President and Principal Executive Officer (since 2009)
Age: 52
  Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005- March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003- March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004- August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008- June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President
35 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Fund, Length of Service, Age   the Fund Complex Currently Overseen
 
   
William F. Glavin, Jr.,
Continued
  (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007- December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, 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 Boards’ deliberations.
 
   
OTHER OFFICERS OF
THE FUND
  The addresses of the Officers in the chart below are as follows: for Messrs. Ziehl, Vardharaj, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite or until his or her resignation, retirement, death or removal.
 
   
Matthew P. Ziehl,
Vice President and Portfolio Manager (since 2009)
Age: 43
  Vice President of the Manager (since May 2009). Prior to joining the Manager, a portfolio manager with RS Investment Management Co. LLC (October 2006-May 2009); a managing director at The Guardian Life Insurance Company of America (December 2001-October 2006) when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC; a team leader and co-portfolio manager with Salomon Brothers Asset Management, Inc. for small growth portfolios (January 2001-December 2001). A portfolio manager and officer of 2 portfolios in the OppenheimerFunds complex.
 
   
Raman Vardharaj,
Vice President and Portfolio Manager (since 2009)
Age: 39
  Vice President of the Manager (since May 2009). Prior to joining the Manager, a sector manager and a senior quantitative analyst creating stock selection models, monitoring portfolio risks and analyzing portfolio performance across the RS Core Equity Team of RS Investment Management Co. LLC (October 2006-May 2009); a quantitative analyst at The Guardian Life Insurance Company of America (1998-October 2006) when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. A portfolio manager and officer of 2 portfolios in the OppenheimerFunds complex.
 
   
Thomas W. Keffer,
Vice President and Chief Business Officer (since 2009)
Age: 55
  Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Mark S. Vandehey,
Vice President and Chief
Compliance Officer
(since 2004)
Age: 60
  Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Brian W. Wixted,
Treasurer and Principal
Financial & Accounting
Officer (since 1999)
Age: 51
  Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Robert G. Zack,
Vice President and Secretary (since 2001)
Age: 62
  Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership
36 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

     
Name, Position(s) Held with the   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Fund, Length of Service, Age   the Fund Complex Currently Overseen
 
   
Robert G. Zack,
Continued
  Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.
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 1.800.981.2871.
37 | OPPENHEIMER MAIN STREET SMALL CAP FUND/VA

 


 

OPPENHEIMER MAIN STREET SMALL CAP FUND®/VA
A Series of Oppenheimer Variable Account Funds
     
Manager
  OppenheimerFunds, Inc.
 
   
Distributor
  OppenheimerFunds Distributor, Inc.
 
   
Transfer Agent
  OppenheimerFunds Services
 
   
Independent Registered
Public Accounting Firm
  KPMG llp
 
   
Counsel
  K&L Gates LLP
 
   
 
  Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.
©2011 OppenheimerFunds, Inc. All rights reserved.
(OPPENHEIMERFUNDS LOGO)

 


 

(COVER PAGE)
December 31, 2010 Oppenheimer Money Fund/VA Annual Report A Series of Oppenheimer Variable Account Funds ANNUAL REPORT Investment Strategy Discussion Listing of Investments Financial Statements

 


 

OPPENHEIMER MONEY FUND/VA
Current Yield
         
For the 7-Day Period Ended 12/31/10        
With Compounding
    0.01 %
Without Compounding
    0.01  
         
For the 12-Month Period Ended 12/31/10        
With Compounding
    0.03 %
Without Compounding
    0.03  
Portfolio Managers: Carol Wolf and Christopher Proctor1
The performance data quoted represents past performance, which does not guarantee future results. Yields include dividends in a hypothetical investment for the periods shown. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The yields take into account voluntary fee waivers or expense reimbursements, without which yields would have been lower. Some of these undertakings may be modified at any time; some may not be modified or terminated until one year from the date of the current prospectus, as indicated therein. There is no guarantee that the Fund will maintain a positive yield. The Fund’s performance should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s performance does not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
Narrative by Carol Wolf and Christopher Proctor, Portfolio Managers
During the 12-month reporting period ended December 31, 2010, the Fund produced a 0.03% yield with and without compounding. As of December 31, the Fund’s 7-day yield, with and without compounding, was 0.01%.
     The Fund’s yield remained meager during 2010 due to historically low short-term interest rates, but it remained competitive with other money market funds. In addition, the Fund continued to be successful in preserving capital and maintaining liquidity for its shareholders.
Economic and Market Environment
The money markets in 2010 were influenced primarily by low short-term interest rates in sluggishly expanding U.S. and European economies. Despite a return to mild economic growth, investors responded cautiously at the start of the reporting period to several new economic developments. Perhaps most significantly, a resurgent European sovereign debt crisis nearly led to the insolvency of Greece and, later, Ireland requiring intervention by the International Monetary Fund and European Central Bank. Amid fears of contagion throughout the region, many European nations adopted austerity budgets that threatened to dampen the global economic recovery. Meanwhile, the United States continued to struggle with high levels of unemployment and weak housing markets, and domestic economic uncertainty was heightened for a time by a catastrophic oil spill in the Gulf of Mexico. In this environment, the Federal Reserve (“the Fed”) maintained its target for the overnight federal funds rate in a range of 0% to 0.25%, as it has since December 2008. Consequently, money market yields remained near historical lows.
     The U.S. economic recovery gained momentum over the second half of the year, after the Fed announced a new round of quantitative easing to stimulate the economy. In general, corporate earnings exceeded analysts’ forecasts, commodity prices climbed amid robust demand for construction materials in the world’s emerging markets, and the U.S. economy remained on an upward trajectory. Although investors’ anticipation of better economic times sparked rallies among certain higher yielding sectors of the bond market, U.S. Treasury securities lost value and money market yields remained anchored by the low federal funds rate. Still, the Fed kept short-term interest rates unchanged in the face of stubbornly high U.S. unemployment, a weak housing market and low inflation.
Portfolio Strategy
We maintained a conservative investment posture in 2010’s choppy economic climate. With relatively narrow yield differences along the market’s maturity spectrum, it made little sense for us to incur the incremental risks that longer-dated money market instruments typically entail. In addition, our credit analysts continued to monitor the health of financial institutions that issue or back money market instruments, and we limited our purchases to
 
1.   Christopher Proctor has been a portfolio manager since May 2010.
2 | OPPENHEIMER MONEY FUND/VA

 


 

those we deemed highly creditworthy. Accordingly, we typically focused during the reporting period on commercial paper from what we believed were high-quality issuers. The Fund also held short-term municipal securities at times during the reporting period.
     While we generally maintained the Fund’s weighted average maturity in a range that was in line with industry averages, we reduced it early in the reporting period until we became more comfortable with credit conditions in the sluggish economy. In addition, the Fund adapted well to new federal regulations governing money market funds, including a requirement to maintain a weighted average maturity of no more than 60 days. These changes had relatively little impact on the Fund’s performance in the reporting period’s low interest-rate environment. However, a new international banking agreement, known as “Basel III,” could have a more profound impact on money markets in the future, as higher capital requirements and stricter liquidity rules could lead to reduced issuance of certain money market instruments, potentially putting downward pressure on yields.
     We look forward to gradually improving economic conditions in 2011. Nonetheless, we have maintained a conservative investment posture while we wait to see the longer-term impacts of the Basel III agreement and the Fed’s quantitative easing program. In the meantime, we have monitored the market carefully for opportunities to purchase longer-dated instruments whenever we believed it was warranted by their yields and credit profiles. Otherwise, we have continued to focus on shorter-term instruments, including floating-rate instruments on which yields are reset daily or weekly. Indeed, preserving capital and maintaining liquidity are central to what makes Oppenheimer Money Fund/VA part of The Right Way to Invest.
An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.981.2871. Read the prospectus 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.
Portfolio Allocation
(PIE CHART)
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on the total market value of investments.
3 | OPPENHEIMER MONEY FUND/VA

 


 

FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur ongoing costs, including management 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 December 31, 2010.
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, 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 Period” 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, and an assumed rate of return of 5% per year before expenses, which is not the 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 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 charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.
                         
    Beginning     Ending     Expenses  
    Account     Account     Paid During  
    Value     Value     6 Months Ended  
    July 1, 2010     December 31, 2010     December 31, 2010  
 
Actual
                       
 
  $ 1,000.00     $ 1,000.10     $ 1.87  
 
                       
Hypothetical
(5% return before expenses)
                       
 
    1,000.00       1,023.34       1.89  
Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The annualized expense ratio based on the 6-month period ended December 31, 2010 is as follows:
         
Expense Ratio
  0.37 %  
 
The expense ratio reflects voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. The “Financial Highlights” table in the Fund’s financial statements, included in this report, also shows the gross expense ratio, without such waivers or reimbursements and reduction to custodian expenses, if applicable.
4 | OPPENHEIMER MONEY FUND/VA

 


 

STATEMENT OF INVESTMENTS December 31, 2010
                                 
    Maturity     Final Legal     Principal        
    Date*     Maturity Date**     Amount     Value  
 
Certificates of Deposit—22.4%
                               
Yankee Certificates of Deposit—22.4%
                               
Bank of Montreal, Chicago:
                               
0.25%
    1/27/11       1/27/11     $ 2,000,000     $ 2,000,000  
0.25%
    1/28/11       1/28/11       3,000,000       3,000,000  
Barclays Bank plc, New York, 0.44%1
    1/19/11       7/19/11       4,000,000       4,000,000  
BNP Paribas, New York, 0.50%
    6/30/11       6/30/11       1,000,000       1,000,000  
Rabobank Nederland NV, New York:
                               
0.288%1
    1/31/11       7/29/11       2,000,000       2,000,000  
0.332%1
    1/12/11       5/12/11       3,000,000       3,000,000  
0.361%1
    1/25/11       6/27/11       2,000,000       2,000,000  
Royal Bank of Canada, New York:
                               
0.37%1
    1/3/11       11/10/11       3,500,000       3,500,000  
0.39%1
    1/3/11       8/16/11       3,000,000       3,000,000  
Societe Generale, New York, 0.34%
    2/2/11       2/2/11       3,000,000       3,000,013  
Svenska Handelsbanken, New York:
                               
0.27%
    2/4/11       2/4/11       2,000,000       2,000,000  
0.29%
    2/22/11       2/22/11       2,000,000       2,000,000  
0.29%
    3/3/11       3/3/11       3,000,000       3,000,051  
 
                             
Total Certificates of Deposit (Cost $33,500,064)
                            33,500,064  
 
                               
Direct Bank Obligations—17.8%
                               
Barclays US Funding LLC, 0.30%
    3/1/11       3/1/11       3,000,000       2,998,525  
Commonwealth Bank of Australia, 0.27%2
    2/9/11       2/9/11       5,400,000       5,398,450  
Credit Agricole North America, Inc., 0.30%
    1/20/11       1/20/11       5,600,000       5,599,124  
Credit Suisse, New York Branch, 0.23%
    1/5/11       1/5/11       2,000,000       1,999,949  
ING (US) Funding LLC, 0.28%
    2/2/11       2/2/11       3,500,000       3,499,129  
Nordea North America, Inc., 0.29%
    3/15/11       3/15/11       2,700,000       2,698,412  
Societe Generale North America, Inc.:
                               
0.30%
    1/20/11       1/20/11       2,400,000       2,399,620  
0.30%
    1/28/11       1/28/11       2,000,000       1,999,550  
 
                             
Total Direct Bank Obligations (Cost $26,592,759)
                            26,592,759  
 
                               
Short-Term Notes—46.5%
                               
Capital Markets—3.9%
                               
BNP Paribas Finance, Inc.:
                               
0.39%
    3/23/11       3/23/11       2,550,000       2,547,762  
0.46%
    6/17/11       6/17/11       3,300,000       3,292,958  
 
                             
 
                            5,840,720  
Leasing & Factoring—4.9%
                               
Toyota Motor Credit Corp.:
                               
0.33%
    4/5/11       4/5/11       5,000,000       4,995,692  
0.35%
    4/12/11       4/12/11       2,250,000       2,247,791  
 
                             
 
                            7,243,483  
Municipal—12.2%
                               
Carroll Cnty., KY Solid Waste Disposal Revenue Bonds, North America Stainless Project, Series 2006, 0.39%1
    1/7/11       1/7/11       4,300,000       4,300,000  
Chicago, IL Industrial Development Revenue Bonds, Freedman Seating Co. Project, Series 1998, 0.50%1
    1/7/11       1/7/11       1,275,000       1,275,000  
Health Care Revenue Bonds, SFO Associates Project, Series 1994, 0.34%1
    1/7/11       1/7/11       1,900,000       1,900,000  
IL Finance Authority, Freedman Seating Co. Project, Series 2005, 0.50%1
    1/7/11       1/7/11       1,440,000       1,440,000  
5 | OPPENHEIMER MONEY FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                                 
    Maturity     Final Legal     Principal        
    Date*     Maturity Date**     Amount     Value  
 
Municipal Continued
                               
IN Health Facilities Financing Authority Hospital Revenue Bonds, Deaconess Hospital Obligation Project, Series 2004B, 0.31%1
    1/7/11       1/7/11     $ 4,130,000     $ 4,130,000  
Miami-Dade Cnty., FL Industrial Development Authority Bonds, Airbus Service Co., Inc. Project, Series 98, 0.38%1
    1/7/11       1/7/11       1,000,000       1,000,000  
San Antonio, TX Industrial Development Authority Revenue Bonds, Tindall Corp. Project, 0.34%1
    1/7/11       1/7/11       3,300,000       3,300,000  
Valdosta-Lowndes Cnty., GA Industrial Authority, Steeda Autosports, Inc. Project, Series 2008, 0.50%1
    1/7/11       1/7/11       945,000       945,000  
 
                             
 
                            18,290,000  
Oil, Gas & Consumable Fuels—2.7%
                               
Total Capital Canada, 0.47%2
    1/19/11       1/19/11       4,000,000       3,999,040  
Personal Products—3.0%
                               
Reckitt Benckiser Treasury Services plc:
                               
0.27%2
    1/6/11       1/6/11       2,500,000       2,499,906  
0.28%2
    1/7/11       1/7/11       2,000,000       1,999,907  
 
                             
 
                            4,499,813  
Receivables Finance—8.0%
                               
Falcon Asset Securitization Co. LLC:
                               
0.27%2
    1/24/11       1/24/11       1,700,000       1,699,707  
0.27%2
    2/1/11       2/1/11       3,000,000       2,999,303  
Gemini Securitization Corp., 0.27%2
    1/7/11       1/7/11       1,500,000       1,499,933  
Mont Blanc Capital Corp., 0.28%2
    1/19/11       1/19/11       2,000,000       1,999,720  
Old Line Funding Corp., 0.27%2
    2/3/11       2/3/11       1,256,000       1,255,689  
Thunder Bay Funding LLC, 0.27%2
    2/22/11       2/22/11       2,500,000       2,499,025  
 
                             
 
                            11,953,377  
Special Purpose Financial—11.8%
                               
Crown Point Capital Co.:
                               
0.35%
    1/4/11       1/4/11       5,000,000       4,999,854  
0.35%
    1/10/11       1/10/11       1,000,000       999,913  
FCAR Owner Trust I:
                               
0.30%
    1/13/11       1/13/11       2,400,000       2,399,760  
0.31%
    2/1/11       2/1/11       2,000,000       1,999,466  
Lexington Parker Capital Co. LLC:
                               
0.35%2
    1/5/11       1/5/11       5,000,000       4,999,806  
0.35%2
    1/12/11       1/12/11       2,300,000       2,299,754  
 
                             
 
                            17,698,553  
 
                             
Total Short-Term Notes (Cost $69,524,986)
                            69,524,986  
 
                               
U.S. Government Agencies—3.3%
                               
Federal Home Loan Bank:
                               
0.40%
    11/28/11       11/28/11       2,000,000       2,000,000  
0.45%
    12/16/11       12/16/11       2,000,000       2,000,000  
0.50%
    12/28/11       12/28/11       1,000,000       1,000,000  
 
                             
Total U.S. Government Agencies (Cost $5,000,000)
                            5,000,000  
 
                               
U.S. Government Obligations—5.9%
                               
U.S. Treasury Nts.:
                               
0.875%
    2/28/11       2/28/11       1,800,000       1,801,455  
0.875%
    3/31/11       3/31/11       1,000,000       1,001,065  
0.875%
    4/30/11       4/30/11       1,000,000       1,001,110  
1.125%
    12/15/11       12/15/11       3,000,000       3,022,204  
4.875%
    7/31/11       7/31/11       1,000,000       1,025,930  
6 | OPPENHEIMER MONEY FUND/VA

 


 

                                 
    Maturity     Final Legal     Principal        
    Date*     Maturity Date**     Amount     Value  
 
U.S. Government Obligations Continued
                               
U.S. Treasury Nts.: Continued
                               
5.125%
    6/30/11       6/30/11     $ 1,000,000     $ 1,023,181  
 
                             
Total U.S. Government Obligations (Cost $8,874,945)
                            8,874,945  
 
                               
Repurchase Agreements—4.2%
                               
Repurchase agreement (Principal Amount/Value $6,300,000, with a maturity value of $6,300,105) with JPMorgan Chase Bank, 0.20%, dated 12/31/10, to be repurchased at $6,300,105 on 1/3/11, collateralized by Government National Mortgage Assn., Principal-Only Stripped Mtg.-Backed Security, 0%, 4/20/40, with a value of $6,429,158 (Cost $6,300,000)
    1/3/11       1/3/11       6,300,000       6,300,000  
 
                               
Total Investments, at Value (Cost $149,792,754)
                    100.1 %     149,792,754  
Liabilities in Excess of Other Assets
                    (0.1 )     (95,599 )
                     
Net Assets
                    100.0 %   $ 149,697,155  
                     
 
Footnotes to Statement of Investments
 
Short-term notes and direct bank obligations are generally traded on a discount basis; the interest rate shown is the discount rate received by the Fund at the time of purchase. Other securities normally bear interest at the rates shown.
 
*   The Maturity Date represents the date used to calculate the Fund’s weighted average maturity as determined under Rule 2a-7.
 
**   If different from the Maturity Date, the Final Legal Maturity date includes any maturity date extensions, which may be affected at the option of the issuer, or unconditional payments of principal by the issuer which may be affected at the option of the Fund, and represents the date used to calculate the Fund’s weighted average life.
 
1.   Represents the current interest rate for a variable or increasing rate security.
 
2.   Security issued in an exempt transaction without registration under the Securities Act of 1933. Such securities amount to $33,150,240 or 22.14% of the Fund’s net assets, and have been determined to be liquid pursuant to guidelines adopted by the Board of Trustees.
Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
  1)   Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
  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 table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
                                 
                    Level 3—        
    Level 1—     Level 2—     Significant        
    Unadjusted     Other Significant     Unobservable        
    Quoted Prices     Unobservable Inputs     Inputs     Value  
 
Assets Table
                               
Investments, at Value:
                               
Certificates of Deposit
  $     $ 33,500,064     $     $ 33,500,064  
Direct Bank Obligations
          26,592,759             26,592,759  
Short-Term Notes
          69,524,986             69,524,986  
U.S. Government Agencies
          5,000,000             5,000,000  
U.S. Government Obligations
          8,874,945             8,874,945  
Repurchase Agreements
          6,300,000             6,300,000  
     
Total Assets
  $     $ 149,792,754     $     $ 149,792,754  
     
Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
See accompanying Notes to Financial Statements.
7 | OPPENHEIMER MONEY FUND/VA

 


 

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010
         
Assets
       
Investments, at value (cost $149,792,754)—see accompanying statement of investments
  $ 149,792,754  
Cash
    117,456  
Receivables and other assets:
       
Interest
    53,199  
Shares of beneficial interest sold
    2,369  
Other
    9,424  
 
     
Total assets
    149,975,202  
 
       
Liabilities
       
Payables and other liabilities:
       
Shares of beneficial interest redeemed
    216,038  
Legal, auditing and other professional fees
    20,458  
Shareholder communications
    17,865  
Transfer and shareholder servicing agent fees
    12,878  
Trustees’ compensation
    6,928  
Dividends
    524  
Other
    3,356  
 
     
Total liabilities
    278,047  
 
       
Net Assets
  $ 149,697,155  
 
     
 
       
Composition of Net Assets
       
Par value of shares of beneficial interest
  $ 149,697  
Additional paid-in capital
    149,547,458  
 
     
Net Assets—applicable to 149,697,155 shares of beneficial interest outstanding
  $ 149,697,155  
 
     
 
       
Net Asset Value, Redemption Price Per Share and Offering Price Per Share
  $ 1.00  
See accompanying Notes to Financial Statements.
8 | OPPENHEIMER MONEY FUND/VA

 


 

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010
         
Investment Income
       
Interest
  $ 585,547  
 
       
Expenses
       
Management fees
    739,544  
Transfer and shareholder servicing agent fees
    164,341  
Legal, auditing and other professional fees
    36,254  
Shareholder communications
    33,196  
Trustees’ compensation
    17,308  
Custodian fees and expenses
    1,852  
Administration service fees
    1,500  
Other
    15,759  
 
     
Total expenses
    1,009,754  
Less waivers and reimbursements of expenses
    (435,558 )
 
     
Net expenses
    574,196  
 
       
Net Investment Income
    11,351  
 
       
Net Realized Gain on Investments
    68  
 
       
Net Increase in Net Assets Resulting from Operations
  $ 11,419  
 
     
See accompanying Notes to Financial Statements.
9 | OPPENHEIMER MONEY FUND/VA

 


 

STATEMENTS OF CHANGES IN NET ASSETS
                 
Year Ended December 31,   2010     2009  
 
Operations
               
Net investment income
  $ 11,351     $ 765,680  
Net realized gain
    68       10,354  
     
Net increase in net assets resulting from operations
    11,419       776,034  
 
               
Dividends and/or Distributions to Shareholders
               
Dividends from net investment income
    (46,794 )     (765,999 )
 
               
Beneficial Interest Transactions
               
Net decrease in net assets resulting from beneficial interest transactions
    (31,222,151 )     (62,411,738 )
 
               
Net Assets
               
Total decrease
    (31,257,526 )     (62,401,703 )
Beginning of period
    180,954,681       243,356,384  
     
End of period
  $ 149,697,155     $ 180,954,681  
     
See accompanying Notes to Financial Statements.
10 | OPPENHEIMER MONEY FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
 
Income from investment operations-net investment income and net realized gain1
    2      2      .03       .05       .05  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    2      2      (.03 )     (.05 )     (.05 )
Distributions from net realized gain
                      2      2 
     
Total dividends and/or distributions to shareholders
    2      2      (.03 )     (.05 )     (.05 )
 
Net asset value, end of period
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
     
 
                                       
Total Return3
    0.03 %     0.32 %     2.78 %     4.98 %     4.71 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 149,697     $ 180,955     $ 243,356     $ 189,749     $ 171,521  
 
Average net assets (in thousands)
  $ 164,258     $ 218,079     $ 212,564     $ 181,271     $ 171,118  
 
Ratios to average net assets:4
                                       
Net investment income
    0.01 %     0.35 %     2.72 %     4.86 %     4.61 %
Total expenses
    0.61 %     0.57 %     0.50 %     0.50 %     0.49 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.35 %     0.48 %     0.50 %     0.50 %     0.49 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   Less than $0.005 per share.
 
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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. 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.
See accompanying Notes to Financial Statements.
11 | OPPENHEIMER MONEY FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Oppenheimer Money Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek maximum current income from investments in “money market” securities consistent with low capital risk and the maintenance of liquidity. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
     The following is a summary of significant accounting policies consistently followed by the Fund.
Securities Valuation. Securities are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. If amortized cost is determined not to approximate market value, the fair value of the portfolio securities will be determined under procedures approved by the Fund’s Board of Trustees.
     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities 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 adjusted for any discounts related to 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.
     There have been no significant changes to the fair valuation methodologies of the Fund during the period.
Repurchase Agreements. The Fund requires its custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. The market value of the collateral is required to be sufficient to cover payments of interest and principal. If the seller of the agreement defaults and the value of the collateral declines, or if the seller enters an insolvency proceeding, realization of the value of the collateral by the Fund may be delayed or limited.
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 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 remain open for the three preceding fiscal reporting period ends.
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 for federal income tax purposes.
                         
Undistributed Net         Undistributed     Accumulated Loss  
Investment Income         Long-Term Gains     Carryforward1,2  
 
$ 10,084    
 
  $     $  
12 | OPPENHEIMER MONEY FUND/VA

 


 

 
1.   During the fiscal year ended December 31, 2010, the Fund did not utilize any capital loss carryforwards.
 
2.   During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforwards.
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 may differ from their ultimate characterization for federal income tax purposes. 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 December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.
                 
            Reduction to  
    Reduction to     Accumulated Net  
Reduction to   Accumulated     Realized Gain  
Paid-in Capital   Net Investment Loss     on Investments  
 
$26,088
  $ 35,443     $ 9,355  
The tax character of distributions paid during the years ended December 31, 2010 and December 31, 2009 was as follows:
                 
    Year Ended     Year Ended  
    December 31, 2010     December 31, 2009  
 
Distributions paid from:
               
Ordinary income
  $ 46,794     $ 765,999  
Trustees’ Compensation. The Board of Trustees 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.
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. generally accepted accounting principles, are recorded on the ex-dividend date. Income distributions, if any, are declared daily and paid monthly. Capital gain distributions, if any, are declared and paid annually but may be paid at other times to maintain the net asset value per share at $1.00.

Investment Income. Interest income 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.
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 0.50%. 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.
13 | OPPENHEIMER MONEY FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
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.
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
2. Shares of Beneficial Interest
The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest. Transactions in shares of beneficial interest were as follows:
                                 
    Year Ended December 31, 2010     Year Ended December 31, 2009  
    Shares     Amount     Shares     Amount  
 
Sold
    64,871,083     $ 64,871,083       66,197,591     $ 66,197,591  
Dividends and/or distributions reinvested
    46,794       46,794       765,999       765,999  
Redeemed
    (96,140,028 )     (96,140,028 )     (129,375,328 )     (129,375,328 )
     
Net decrease
    (31,222,151 )   $ (31,222,151 )     (62,411,738 )   $ (62,411,738 )
     
3. 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:
         
Fee Schedule        
 
Up to $500 million
    0.450 %
Next $500 million
    0.425  
Next $500 million
    0.400  
Over $1.5 billion
    0.375  
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS fees at an annual rate of 0.10% of its daily net assets. For the year ended December 31, 2010, the Fund paid $167,034 to OFS for services to the Fund.
Waivers and Reimbursements of Expenses. The Manager has voluntarily undertaken to waive fees and/or reimburse expenses to the extent necessary to assist the Fund in attempting to maintain a positive yield. There is no guarantee that the Fund will maintain a positive yield. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $435,558.
     The Manager has voluntarily agreed to limit the Fund’s total annual operating expenses so that those expenses, as a percentage of daily net assets, will not exceed the annual rate of 0.50%.
     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
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4. Pending Litigation
Since 2009, a number of lawsuits have been pending in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff ”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
5. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.
15 | OPPENHEIMER MONEY FUND/VA

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:
We have audited the accompanying statement of assets and liabilities of Oppenheimer Money Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2010, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. 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. The accompanying financial highlights of Oppenheimer Money Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those financial highlights.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Money Fund/VA as of December 31, 2010, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG llp
Denver, Colorado
February 16, 2011
16 | OPPENHEIMER MONEY FUND/VA

 


 

FEDERAL INCOME TAX INFORMATION Unaudited
In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.
     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.
17 | OPPENHEIMER MONEY FUND/VA

 


 

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio manager and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Carol Wolf, the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s
18 | OPPENHEIMER MONEY FUND/VA

 


 

historical performance to relevant market indices and to the performance of other money market funds underlying variable insurance products. The Board considered that the Fund outperformed its performance universe median during the one-year, three-year, five-year and ten-year periods. The Board also considered that the Fund’s one-year gross return exceeded the iMoney average return as of December 31, 2009.
     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other money market funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds to those of retail funds, it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s actual management fees and total expenses were higher than its expense group median. The Board also considered that, effective May 1, 2009, the Manager voluntarily agreed to cap annual total expenses, as a percentage of net assets, at 0.50%. The Board also considered that, effective January 1, 2009, the Manager agreed to waive and/or reimburse fees to the extent necessary to help maintain a positive yield.
     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
19 | OPPENHEIMER MONEY FUND/VA

 


 

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures 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 Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (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 1.800.525.7048, 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.
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TRUSTEES AND OFFICERS Unaudited
     
Name, Position(s) Held with    
the Fund, Length of   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Service, Age   the Fund Complex Currently Overseen
 
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.
 
   
William L. Armstrong,
Chairman of the Board of
Trustees (since 2003),
Trustee (since 1999)
Age: 73
  President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
George C. Bowen,
Trustee (since 1999)
Age: 74
  Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Bowen has served on the Boards of certain Oppenheimer funds since 1998, 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 Boards’ deliberations.
 
   
Edward L. Cameron,
Trustee (since 1999)
Age: 72
  Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
Jon S. Fossel,
Trustee (since 1990)
Age: 68
  Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, 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 Boards’ deliberations.
 
   
Sam Freedman,
Trustee (since 1996)
Age: 70
  Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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 Boards’ deliberations.
21 | OPPENHEIMER MONEY FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with    
the Fund, Length of   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Service, Age   the Fund Complex Currently Overseen
 
Beverly L. Hamilton,
Trustee (since 2002)
Age: 64
  Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 36 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, 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 Boards’ deliberations.
 
   
Robert J. Malone,
Trustee (since 2002)
Age: 66
  Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 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 Boards’ deliberations.
 
   
F. William Marshall, Jr.,
Trustee (since 2000)
Age: 68
  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, 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 Boards’ deliberations.
 
   
INTERESTED TRUSTEE AND OFFICER
  The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
 
   
William F. Glavin, Jr.,
Trustee, President and
Principal Executive Officer
(since 2009)
Age: 52
  Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005- March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003- March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring
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Name, Position(s) Held with    
the Fund, Length of   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Service, Age   the Fund Complex Currently Overseen
 
William F. Glavin, Jr., Continued
  Pensionh Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007- December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, 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 Boards’ deliberations.
 
   
OTHER OFFICERS
OF THE FUND
  The addresses of the Officers in the chart below are as follows: for Messrs. Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Proctor, Vandehey, Wixted, and Ms. Wolf, 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.
 
   
Carol E. Wolf,
Vice President and Portfolio
Manager (since 1998)
Age: 59
  Senior Vice President of the Manager (since June 2000) and of HarbourView Asset Management Corporation (since June 2003); Vice President of the Manager (June 1990-June 2000). A portfolio manager and officer of 5 portfolios in the OppenheimerFunds complex.
 
   
Christopher Proctor,
Vice President and Portfolio
Manager (since 2010)
Age: 42
  Vice President of the Manager (since August 2008) and a Senior Analyst in the Money Market Fund Group responsible for leading the money market research team. A CFA and CTP with 20 years of credit research, trading and portfolio management experience in the money fund industry. Prior to joining the Manager, a Vice President at Calamos Asset Management (January 2007-March 2008) and Scudder-Kemper Investments (1999- 2002), where he managed over $15 billion in institutional and retail money market products. A Managing Director and Co-Founder of Elmhurst Capital Management (June 2004-January 2007) and a Senior Manager of Research for Etrade Global Asset Management (2002-2004). A portfolio manager and officer of 4 portfolios in the OppenheimerFunds complex.
 
   
Thomas W. Keffer,
Vice President and Chief
Business Officer
(since 2009)
Age: 55
  Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Mark S. Vandehey,
Vice President and Chief
Compliance Officer
(since 2004)
Age: 60
  Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Brian W. Wixted,
Treasurer and Principal
Financial & Accounting
Officer (since 1999)
Age: 51
  Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999- June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
23 | OPPENHEIMER MONEY FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with    
the Fund, Length of   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
Service, Age   the Fund Complex Currently Overseen
 
Robert G. Zack,
Vice President and Secretary
(since 2001)
Age: 62
  Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.
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 1.800.981.2871.
24 | OPPENHEIMER MONEY FUND/VA

 


 

OPPENHEIMER MONEY FUND/VA
     
A Series of Oppenheimer Variable Account Funds
 
   
Manager
  OppenheimerFunds, Inc.
 
   
Distributor
  OppenheimerFunds Distributor, Inc.
 
   
Transfer Agent
  OppenheimerFunds Services
 
   
Independent Registered
Public Accounting Firm
  KPMG llp
 
   
Counsel
  K&L Gates LLP
 
   
 
  Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.
     
©2011 OppenheimerFunds, Inc. All rights reserved.   (OPPENHEIMER FUNDS LOGO)

 


 

(OPPENHEIMER FUNDS LOGO)

 


 

OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/ VA
Portfolio Managers: Arthur P. Steinmetz, Krishna Memani, Joseph Welsh, Caleb Wong and Sara J. Zervos1
Average Annual Total Returns
For the Periods Ended 12/31/10
                         
    1-Year     5-Year     10-Year  
 
Non-Service Shares
    14.97 %     6.68 %     7.45 %
                         
                    Since
                    Inception
    1-Year     5-Year     (3/19/01)
 
Service Shares
    14.77 %     6.42 %     7.00 %
Expense Ratios
For the Fiscal Year Ended 12/31/10
                 
    Gross Expense   Net Expense
    Ratios   Ratios
 
Non-Service Shares
    0.75 %     0.71 %
Service Shares
    0.99       0.95  
The 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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account. The net expense ratios take into account voluntary fee waivers or expense reimbursements, without which performance would have been less. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
Portfolio Allocation
(PIE CHART)
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on the total market value of investments.
Corporate Bonds & Notes—Top Ten Industries
         
Oil, Gas & Consumable Fuels
    4.8 %
Commercial Banks
    2.3  
Hotels, Restaurants & Leisure
    1.9  
Electric Utilities
    1.5  
Media
    1.5  
Diversified Telecommunication Services
    1.3  
Paper & Forest Products
    1.2  
Energy Traders
    1.0  
Wireless Telecommunication Services
    0.9  
Chemicals
    0.9  
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets.
 
1.   Sara J. Zervos has been a portfolio manager since October 6, 2010.
2 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Management’s Discussion of Fund Performance. For the 12-month period ended December 31, 2010, the Fund’s Non-Service shares provided a total return of 14.97%. In comparison, the Citigroup World Government Bond Index produced a total return of 5.17%, while the Barclays Capital U.S. Aggregate Bond Index provided a 6.54% total return. In addition, against its peers in Lipper Inc.’s category of global income funds, the Fund’s Non-Service shares was the top performing Fund (1 out of 47 ranked funds) for the 1-year period ended December 31, 2010.1 During the reporting period, the Fund received strong positive contributions from its exposure to emerging-market bonds denominated in U.S. dollars, agency mortgage-backed securities (MBS), private-label MBS, commercial MBS (CMBS) and corporate bonds. Please see the “Portfolio Strategy” section for a further discussion of Fund performance.
Economic and Market Overview
Although the U.S. and other global economies continued to recover from a recession and worldwide financial crisis during the reporting period, the recovery proved to be choppy. In Europe, over the first half of 2010, Greece and, later, Ireland struggled to finance heavy debt loads, sparking fears of contagion to other markets and compelling national governments throughout the region to adopt fiscal austerity measures. At the same time, inflationary pressures in China prompted local government authorities to raise short-term interest rates, which fueled new concerns in the spring of 2010 regarding a major engine of global economic growth. Japan encountered a drop in export activity when the yen appreciated sharply against most major currencies. Finally, demand for goods and services in the United States remained under pressure from persistently high levels of unemployment and a weak domestic housing market.
     Economic conditions generally continued to improve in Europe and the U.S. over the second half of 2010, and investor sentiment was bolstered when the U.S. Federal Reserve announced a new round of quantitative easing in the fall. Corporate earnings continued to exceed analysts’ forecasts and the U.S. and developed economies continued to expand at moderate rates. Most major emerging economies enjoyed strong economic growth throughout the period. Many of the emerging markets shrugged off the economic problems undermining more developed economies during the first half of 2010. China and other nations in Southeast Asia continued to attract manufacturing facilities and investment capital, helping to support an expanding middle class of consumers. A record high volume of new emerging-market corporate bond issues provided evidence of the robust capital inflows to Asia and Latin America.
     Both the global bond and equity markets continued their very strong performance runs. Emerging-market equities continued their rally throughout 2010 although at more muted levels seen in 2009. U.S. equities, particularly small capitalization stocks, performed quite strongly as well. Global investors over the reporting period continued to seek higher yields in a historically low interest-rate environment, supporting prices of emerging-market bonds, commercial mortgage-backed securities and high yield corporate bonds. After Treasuries experienced a strong run up for much of 2010, they cooled off substantially in December 2010 and experienced a steep sell-off. The U.S. municipal bond market also remained under pressure at period end.
Portfolio Strategy
During the reporting period, we generally maintained overweight exposure to markets and sectors that we expected to benefit from falling yield spreads, declining longer-term interest rates and robust investor demand. The Fund achieved particularly strong results from its emphasis on emerging-market bonds denominated in U.S. dollars, while those denominated in local currencies advanced to a lesser degree. The Fund’s holdings from South Africa, Brazil, Indonesia, Mexico and Turkey fared particularly well.
     The Fund’s exposure to mortgage-related securities, including MBS and CMBS, also produced strong results. MBS guaranteed by government-sponsored enterprises (GSEs) — also referred to as agency MBS — enjoyed quite good performance during the reporting period, and outperformed similar-duration Treasuries. Agency MBS rallied from previously depressed levels as confidence returned to the market, default rates subsided and short-term volatility eased. MBS originated by private entities — otherwise known as private-label MBS — continued to post solid returns, demonstrating, in our view, the continuing benefit of dwindling supply as little new issuance has taken place since the housing market
1. Lipper Inc., 12/31/10. Lipper ranking is for Non-Service shares and ranking may include more than one share class of funds in the category, including other share classes of this Fund. Ranking is based on total return as of 12/31/10, without considering sales charges. Different share classes may have different expenses and performance characteristics. Past performance is no guarantee of future results.
3 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
declined. As a result of the problems in the residential real estate market, MBS, in general, have benefited from declining prepayments, which have increased the value of many mortgages. CMBS, which posted even stronger returns than MBS during the period, contributed significantly to performance. The Fund’s participation in the U.S. government’s Term Asset-Backed Securities Loan Facility (TALF), which expired in March 2010, also produced attractive results in 2010. The Fund held few U.S. Treasury securities in 2010 due to their low yields and our view that better opportunities were available in the mortgage-backed sector of the U.S. government securities market.
     The Fund’s holdings of high yield corporate bonds also contributed significantly to performance. We generally focused on securities toward the lower end of the below-investment-grade range, as lower-rated bonds benefited more substantially than their higher-rated counterparts from the economic recovery. To help manage risks, we maintained a diversified mix of high yield bonds from a broad range of industry groups.
     The Fund’s more disappointing positions during 2010 included foreign bonds from the developed markets, particularly peripheral European nations at the center of the sovereign debt crisis. Egyptian T-bills and a short position in the euro also ranked among the Fund’s laggards. We generally maintained the Fund’s duration posture in a range that was in line with market averages. We successfully employed futures contracts and other derivative instruments to help establish the Fund’s duration position.
     Looking forward, we expect 2011 to provide a generally favorable environment for global fixed-income securities. We believe that the world’s major central banks appear likely to keep short-term interest rates near historically low levels due to the European sovereign debt crisis, deflationary pressures in Japan and persistently high U.S. unemployment. These factors suggest to us that, in our opinion, global investors will continue to focus on higher-yielding securities. Therefore, we have maintained the Fund’s emphasis on MBS over U.S. Treasury securities, and we recently found new opportunities among commercial MBS and non-agency residential MBS. We have continued to focus the Fund’s high yield investments on bonds with lower credit ratings, and we have complemented its high yield positions with senior bank loans that appear attractively valued to us. Although we believe that emerging-market bonds denominated in local currencies may benefit from a weakening U.S. dollar, we have maintained a blend of local and external debt securities to manage the risk that unforeseen developments may cause relative values to change.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.981.2871. Read the prospectus carefully before investing.
Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.
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.
Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each share class of the Fund held until December 31, 2010. In the case of Non-Service shares, performance is measured over a ten fiscal year period. In the case of Service shares, performance is measured from inception of the Class on March 19, 2001. Performance information does not reflect charges that apply to separate accounts investing in the Fund. If these charges were taken into account, performance would be lower. The graphs assumed that all dividends and capital gains distributions were reinvested in additional shares.
     The Fund’s performance is compared to the performance of the Barclays Capital U.S. Aggregate Bond Index, an unmanaged index of U.S. corporate and government bonds, and to the Citigroup World Government Bond Index, an unmanaged index of debt securities of major foreign governments. The indices’ performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. 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 securities comprising the indices.
4 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

Non-Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(LINE GRAPH)
Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(LINE GRAPH)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
5 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees (if applicable); 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 December 31, 2010.
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 Period” 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 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 charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.
                         
    Beginning     Ending     Expenses  
    Account     Account     Paid During  
    Value     Value     6 Months Ended  
    July 1, 2010     December 31, 2010     December 31, 2010  
 
Actual
                       
Non-Service Shares
  $ 1,000.00     $ 1,092.00     $ 3.75  
Service Shares
    1,000.00       1,092.30       5.02  
 
                       
Hypothetical
(5% return before expenses)
                       
Non-Service Shares
    1,000.00       1,021.63       3.62  
Service Shares
    1,000.00       1,020.42       4.85  
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 Oppenheimer Institutional Money Market Fund, based on the 6-month period ended December 31, 2010 are as follows:
         
Class   Expense Ratios
 
Non-Service Shares
    0.71 %
Service Shares
    0.95  
The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. 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.
6 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS December 31, 2010
                 
    Principal        
    Amount     Value  
 
Asset-Backed Securities—1.5%
               
Ally Auto Receivables Trust 2010-2, Automobile Receivables Nts., Series 2010-2, Cl. A4, 2.09%, 5/15/15
  $ 115,000     $ 116,534  
Ally Auto Receivables Trust 2010-4, Automobile Receivables Nts., Series 2010-4, Cl. A3, 0.91%, 11/17/14
    140,000       139,175  
AmeriCredit Automobile Receivables Trust 2010-4, Automobile Receivables-Backed Nts., Series 2010-4, Cl. A3, 1.27%, 4/8/15
    230,000       229,935  
AmeriCredit Prime Automobile Receivables Trust 2007-1, Automobile Receivables Nts., Series 2007-1, Cl. D, 5.62%, 9/8/14
    1,319,000       1,348,956  
AmeriCredit Prime Automobile Receivables Trust 2010-1, Automobile Receivables Nts., Series 2010-1, Cl. A2, 0.97%, 1/15/13
    438,219       438,412  
Argent Securities Trust 2004-W8, Asset-Backed Pass-Through Certificates, Series 2004-W8, Cl. A2, 1.221%, 5/25/341
    924,857       820,857  
Argent Securities Trust 2006-M3, Asset-Backed Pass-Through Certificates, Series 2006-M3, Cl. A2B, 0.361%, 9/25/361
    367,322       137,673  
Bank of America Auto Trust 2010-2, Automobile Receivables, Series 2010-2, Cl. A4, 1.94%, 6/15/17
    60,000       60,670  
Bank of America Credit Card Trust, Credit Card Asset-Backed Certificates, Series 2010-A1, Cl. A1, 0.56%, 9/15/151
    1,140,000       1,140,305  
BMW Vehicle Owner Trust 2010-A, Asset-Backed Nts., Series 2010-A, Cl. A3, 1.39%, 4/25/14
    850,000       856,676  
Capital Auto Receivables Asset Trust 2007-1, Automobile Asset-Backed Securities, Series 2007-1, Cl. B, 5.15%, 9/17/12
    262,000       269,828  
Capital One Auto Finance Trust, Automobile Receivables, Series 2006-C, Cl. A4, 0.29%, 5/15/131
    623,068       619,739  
Capital One Multi-Asset Execution Trust, Credit Card Asset-Backed Certificates, Series 2008-A5, Cl. A5, 4.85%, 2/18/14
    655,000       663,193  
CarMax Auto Owner Trust 2010-2, Asset-Backed Certificates, Series 2010-2, Cl. A3, 1.41%, 2/16/15
    100,000       100,714  
Citibank Omni Master Trust, Credit Card Receivables, Series 2009-A8, Cl. A8, 2.36%, 5/16/161,2
    205,000       207,618  
Citigroup Mortgage Loan Trust, Inc. 2006-WFH3, Asset-Backed Pass-Through Certificates, Series 2006-W FH3, Cl. A2, 0.361%, 10/25/361
    56,261       56,146  
CNH Equipment Trust, Asset-Backed Certificates:
               
Series 2009-B, Cl. A3, 2.97%, 3/15/13
    329,242       330,683  
Series 2010-A, Cl. A2, 0.81%, 3/25/15
    1,117,614       1,118,131  
Countrywide Home Loans, Asset-Backed Certificates:
               
Series 2005-16, Cl. 2AF2, 5.382%, 5/1/361
    1,153,863       988,410  
Series 2005-17, Cl. 1AF2, 5.363%, 5/1/361
    160,277       128,956  
CWABS Asset-Backed Certificates Trust 2006-25, Asset-Backed Certificates, Series 2006-25, Cl. 2A2, 0.381%, 6/25/471
    1,050,000       940,079  
CWHEQ Revolving Home Equity Loan Trust, Asset-Backed Certificates:
               
Series 2005-G, Cl. 2A, 0.49%, 12/15/351
    191,794       103,979  
Series 2006-H, Cl. 2A1A, 0.41%, 11/15/361
    72,099       27,100  
Discover Card Master Trust, Credit Card Receivables, Series 2009-A1, Cl. A1, 1.56%, 12/15/141
    1,130,000       1,145,327  
Embarcadero Aircraft Securitization Trust, Airplane Receivable Nts., Series 2000-A, Cl. B, 8/15/253,4,5
    1,820,063        
First Franklin Mortgage Loan Trust 2006-FF10, Mtg. Pass-Through Certificates, Series 2006-FF10, Cl. A3, 0.351%, 7/25/361
    174,552       171,674  
First Franklin Mortgage Loan Trust 2006-FF9, Mtg. Pass-Through Certificates, Series 2006-FF9, Cl. 2A2, 0.371%, 7/7/361
    76,155       72,537  
Ford Credit Auto Lease Trust, Automobile Receivable Nts.:
               
Series 2010-A, Cl. A, 1.04%, 3/15/132
    601,082       601,624  
Series 2010-B, Cl. A2, 0.75%, 10/15/124
    620,000       620,001  
Ford Credit Auto Owner Trust, Automobile Receivable Nts., Series 2010-A, Cl. A4, 2.15%, 6/15/15
    1,635,000       1,665,933  
GE Capital Credit Card Master Note Trust, Asset-Backed Nts., Series 2009-2, Cl. A, 3.69%, 7/15/15
    1,140,000       1,184,635  
7 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Asset-Backed Securities Continued
               
GE Equipment Midticket LLC, Asset-Backed Certificates, Series 2010-1, Cl. A2, 0.61%, 1/14/132
  $ 845,000     $ 845,246  
Harley-Davidson Motorcycle Trust 2010-1, Motorcycle Contract-Backed Nts., Series 2010-1, Cl. A3, 1.16%, 2/15/15
    430,000       429,561  
Home Equity Mortgage Trust 2005-1, Mtg. Pass-Through Certificates, Series 2005-1, Cl. M6, 5.863%, 6/1/35
    1,046,000       547,293  
HSBC Home Equity Loan Trust 2005-3, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2005-3, Cl. A1, 0.521%, 1/20/351
    187,034       179,617  
HSBC Home Equity Loan Trust 2006-4, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-4, Cl. A2V, 0.371%, 3/20/361
    168,037       167,395  
Hyundai Auto Receivables Trust 2010-A, Automobile Receivable Nts., Series 2010-A, Cl. A3, 1.50%, 10/15/14
    625,000       631,456  
Ice 1 Em CLO Ltd./Ice 1 Em CLO Corp., Sr. Sec. Sub. Term Nts.:
               
Series 2007-1A, Cl. B, 2.294%, 8/15/221,4
    7,870,000       4,879,400  
Series 2007-1A, Cl. C, 3.594%, 8/15/221,4
    5,270,000       2,951,200  
Series 2007-1A, Cl. D, 5.594%, 8/15/221,4
    5,270,000       2,740,400  
Mastr Asset-Backed Securities Trust 2006-WMC3, Mtg. Pass-Through Certificates, Series 2006-WMC3, Cl. A3, 0.361%, 8/25/361
    1,256,448       468,690  
Merrill Auto Trust Securitization 2007-1, Asset-Backed Nts., Series 2007-1, Cl. A4, 0.32%, 12/15/131
    930,408       927,970  
NC Finance Trust, Collateralized Mtg. Obligation Pass-Through Certificates, Series 1999-I, Cl. ECFD, 1/25/293,4
    66,744       8,009  
Nissan Auto Lease Trust 2010-B, Automobile Asset-Backed Nts., Series 2010-B, Cl. A3, 1%, 12/15/13
    550,000       549,332  
Popular ABS Mortgage Pass-Through Trust 2005-6, Mtg. Pass-Through Certificates, Series 2005-6, Cl. A3, 5.68%, 1/25/361
    221,242       203,870  
RASC Series 2006-KS7 Trust, Home Equity Mtg. Asset-Backed Pass-Through Certificates, Series 2006-KS7, Cl. A2, 0.361%, 9/25/361
    181,640       180,656  
Santander Drive Auto Receivables Trust 2010-3, Automobile Receivables Nts., Series 2010-3, Cl. A3, 1.20%, 6/16/14
    340,000       340,162  
Securitized Asset-Backed Receivables LLC Trust 2007-BR2, Asset-Backed Securities, Series 2007-BR2, Cl. A2, 0.491%, 2/25/371
    585,229       281,292  
SLM Student Loan Trust, Student Loan Receivables, Series 2005-B, Cl. B, 0.702%, 6/15/391
    2,487,000       1,112,964  
Terwin Mortgage Trust, Home Equity Asset-Backed Securities, Series 2006-4SL, Cl. A1, 4.50%, 5/1/371,2
    183,142       57,477  
Toyota Auto Receivable Owner Trust 2010-B, Automobile Receivable Nts., Series 2010-B, Cl. A2, 0.74%, 7/16/12
    690,000       691,026  
Volkswagen Auto Lease Trust 2010-A, Automobile Receivable Nts., Series 2010-A, Cl. A3, 0.99%, 11/20/13
    545,000       544,094  
Wachovia Auto Owner Trust 2007-A, Automobile Receivable Nts., Series 2007-A, Cl. A4, 5.49%, 4/22/13
    427,957       436,200  
World Financial Network Credit Card Master Note Trust, Credit Card Receivables, Series 2009-A, Cl. A, 4.60%, 9/15/15
    515,000       529,577  
 
             
Total Asset-Backed Securities
(Cost $46,326,853)
            36,008,387  
 
               
Mortgage-Backed Obligations—15.0%
               
Government Agency—7.3%
               
FHLMC/FNMA/FHLB/Sponsored—7.1%
               
Federal Home Loan Mortgage Corp.:
               
5%, 9/15/33
    2,002,978       2,114,788  
5.50%, 9/1/39
    1,725,383       1,840,029  
6%, 5/15/18-10/15/29
    1,029,043       1,129,696  
6.50%, 3/15/18-8/15/32
    2,217,132       2,463,754  
7%, 10/1/31-10/1/37
    586,994       665,008  
7.50%, 4/25/36
    846,159       970,100  
Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
               
Series 1360, Cl. PZ, 7.50%, 9/15/22
    998,520       1,128,313  
Series 151, Cl. F, 9%, 5/15/21
    27,613       31,934  
8 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
FHLMC/FNMA/FHLB/Sponsored Continued
               
Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates: Continued
               
Series 1674, Cl. Z, 6.75%, 2/15/24
  $ 810,963     $ 907,809  
Series 1897, Cl. K, 7%, 9/15/26
    1,852,619       2,095,081  
Series 2006-11, Cl. PS, 23.611%, 3/25/361
    540,909       763,792  
Series 2043, Cl. ZP, 6.50%, 4/15/28
    665,000       691,321  
Series 2106, Cl. FG, 0.71%, 12/15/281
    1,284,840       1,289,885  
Series 2122, Cl. F, 0.71%, 2/15/291
    38,570       38,674  
Series 2148, Cl. ZA, 6%, 4/15/29
    1,098,083       1,186,349  
Series 2195, Cl. LH, 6.50%, 10/15/29
    572,940       653,197  
Series 2326, Cl. ZP, 6.50%, 6/15/31
    80,445       92,694  
Series 2344, Cl. FP, 1.21%, 8/15/311
    386,159       393,020  
Series 2368, Cl. PR, 6.50%, 10/15/31
    326,423       358,540  
Series 2412, Cl. GF, 1.21%, 2/15/321
    767,806       783,048  
Series 2449, Cl. FL, 0.81%, 1/15/321
    497,318       501,477  
Series 2451, Cl. FD, 1.26%, 3/15/321
    257,149       262,491  
Series 2453, Cl. BD, 6%, 5/15/17
    127,957       138,481  
Series 2461, Cl. PZ, 6.50%, 6/15/32
    1,170,778       1,305,692  
Series 2464, Cl. FI, 1.26%, 2/15/321
    249,240       253,900  
Series 2470, Cl. AF, 1.26%, 3/15/321
    441,204       452,958  
Series 2470, Cl. LF, 1.26%, 2/15/321
    255,061       260,791  
Series 2471, Cl. FD, 1.26%, 3/15/321
    405,171       413,856  
Series 2477, Cl. FZ, 0.81%, 6/15/311
    992,636       1,000,531  
Series 2500, Cl. FD, 0.76%, 3/15/321
    30,050       30,235  
Series 2517, Cl. GF, 1.26%, 2/15/321
    221,762       226,636  
Series 2526, Cl. FE, 0.66%, 6/15/291
    59,549       59,780  
Series 2551, Cl. FD, 0.66%, 1/15/331
    28,574       28,680  
Series 2676, Cl. KY, 5%, 9/15/23
    3,843,000       4,141,698  
Series 2750, Cl. XG, 5%, 2/1/34
    6,037,000       6,305,539  
Series 2907, Cl. GC, 5%, 6/1/27
    979,466       997,325  
Series 2947, Cl. HE, 5%, 3/1/35
    1,650,000       1,725,340  
Series 3019, Cl. MD, 4.75%, 1/1/31
    1,031,856       1,060,600  
Series 3025, Cl. SJ, 23.796%, 8/15/351
    622,692       868,106  
Series 3094, Cl. HS, 23.429%, 6/15/341
    355,017       466,450  
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
               
Series 192, Cl. IO, 11.357%, 2/1/286
    27,993       5,587  
Series 205, Cl. IO, 9.397%, 9/1/296
    143,448       30,131  
Series 2074, Cl. S, 57.198%, 7/17/286
    37,881       7,439  
Series 2079, Cl. S, 73.19%, 7/17/286
    64,879       13,598  
Series 2136, Cl. SG, 84.946%, 3/15/296
    1,739,359       304,667  
Series 2399, Cl. SG, 78.061%, 12/15/266
    1,020,053       205,420  
Series 243, Cl. 6, 2.166%, 12/15/326
    423,687       82,538  
Series 2437, Cl. SB, 90.668%, 4/15/326
    2,965,552       587,577  
Series 2526, Cl. SE, 41.061%, 6/15/296
    74,763       13,349  
Series 2802, Cl. AS, 96.146%, 4/15/336
    514,129       45,757  
Series 2920, Cl. S, 66.523%, 1/15/356
    644,529       92,718  
Series 3110, Cl. SL, 17.819%, 2/15/266
    401,065       51,442  
Federal National Mortgage Assn.:
               
3.50%, 1/1/26-1/1/417
    9,580,000       9,524,878  
4%, 1/1/417
    13,160,000       13,094,200  
4.50%, 1/1/26-1/1/417
    18,865,000       19,450,101  
5%, 11/25/21-7/25/33
    2,897,453       3,068,249  
5%, 1/1/417
    10,235,000       10,761,140  
5.285%, 10/1/36
    5,407,200       5,667,730  
5.50%, 4/25/21-1/1/36
    1,153,144       1,240,502  
5.50%, 1/1/26-1/1/417
    14,678,000       15,711,570  
6%, 10/25/16-4/1/35
    8,907,567       9,766,931  
6%, 11/1/16-1/1/417
    2,485,000       2,701,275  
6.50%, 4/25/17-1/1/34
    2,856,391       3,210,232  
7%, 11/1/17-6/25/34
    2,906,656       3,302,117  
7.50%, 2/25/27-3/25/33
    3,172,192       3,637,003  
8.50%, 7/1/32
    3,209       3,616  
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
               
Trust 1999-54, Cl. LH, 6.50%, 11/25/29
    558,684       617,009  
Trust 2001-51, Cl. OD, 6.50%, 10/25/31
    302,645       345,271  
Trust 2001-69, Cl. PF, 1.261%, 12/25/311
    579,274       594,231  
Trust 2001-80, Cl. ZB, 6%, 1/25/32
    659,394       728,732  
Trust 2002-12, Cl. PG, 6%, 3/25/17
    402,940       437,191  
Trust 2002-29, Cl. F, 1.261%, 4/25/321
    290,385       297,929  
Trust 2002-60, Cl. FH, 1.261%, 8/25/321
    586,040       599,804  
Trust 2002-64, Cl. FJ, 1.261%, 4/25/321
    89,419       91,742  
Trust 2002-68, Cl. FH, 0.761%, 10/18/321
    202,636       203,981  
Trust 2002-84, Cl. FB, 1.261%, 12/25/321
    1,197,256       1,228,470  
Trust 2002-9, Cl. PC, 6%, 3/25/17
    408,457       443,188  
Trust 2002-9, Cl. PR, 6%, 3/25/17
    500,136       542,663  
Trust 2002-90, Cl. FH, 0.761%, 9/25/321
    669,868       674,412  
Trust 2003-11, Cl. FA, 1.261%, 9/25/321
    1,197,283       1,228,499  
Trust 2003-116, Cl. FA, 0.661%, 11/25/331
    86,715       87,126  
Trust 2004-101, Cl. BG, 5%, 1/25/20
    1,825,000       1,951,853  
Trust 2005-100, Cl. BQ, 5.50%, 11/25/25
    571,000       614,997  
Trust 2005-109, Cl. AH, 5.50%, 12/25/25
    2,160,000       2,327,304  
Trust 2005-12, Cl. JC, 5%, 6/1/28
    1,137,520       1,162,721  
Trust 2005-25, Cl. PS, 27.013%, 4/25/351
    565,143       910,965  
Trust 2005-31, Cl. PB, 5.50%, 4/25/35
    560,000       614,138  
Trust 2005-71, Cl. DB, 4.50%, 8/25/25
    480,000       511,227  
Trust 2006-46, Cl. SW, 23.244%, 6/25/361
    937,827       1,299,101  
Trust 2009-36, Cl. FA, 1.201%, 6/25/371
    485,035       494,519  
9 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
FHLMC/FNMA/FHLB/Sponsored Continued
               
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
               
Trust 2001-61, Cl. SH, 49.191%, 11/18/316
  $ 330,391     $ 61,876  
Trust 2001-63, Cl. SD, 40.451%, 12/18/316
    78,786       14,549  
Trust 2001-68, Cl. SC, 32.468%, 11/25/316
    53,903       9,823  
Trust 2001-81, Cl. S, 37.64%, 1/25/326
    65,521       12,990  
Trust 2002-28, Cl. SA, 40.121%, 4/25/326
    39,682       6,882  
Trust 2002-38, Cl. SO, 58.634%, 4/25/326
    210,261       37,638  
Trust 2002-48, Cl. S, 36.458%, 7/25/326
    62,281       11,430  
Trust 2002-52, Cl. SL, 38.133%, 9/25/326
    39,874       7,491  
Trust 2002-56, Cl. SN, 38.919%, 7/25/326
    85,582       15,713  
Trust 2002-77, Cl. IS, 51.996%, 12/18/326
    358,223       70,056  
Trust 2002-77, Cl. SH, 47.893%, 12/18/326
    91,171       17,075  
Trust 2002-9, Cl. MS, 36.451%, 3/25/326
    83,985       15,192  
Trust 2003-13, Cl. IO, 11.738%, 3/25/336
    668,812       131,349  
Trust 2003-26, Cl. DI, 8.71%, 4/25/336
    478,222       100,826  
Trust 2003-33, Cl. SP, 49.764%, 5/25/336
    559,755       97,176  
Trust 2003-38, Cl. SA, 48.764%, 3/25/236
    913,133       120,284  
Trust 2003-4, Cl. S, 44.39%, 2/25/336
    167,069       31,362  
Trust 2004-56, Cl. SE, 17.592%, 10/25/336
    2,352,602       388,385  
Trust 2005-14, Cl. SE, 41.633%, 3/25/356
    2,162,478       295,079  
Trust 2005-40, Cl. SA, 66.018%, 5/25/356
    1,816,125       303,674  
Trust 2005-40, Cl. SB, 96.973%, 5/25/356
    3,050,975       482,872  
Trust 2005-63, Cl. SA, 78.237%, 10/25/316
    132,250       19,469  
Trust 2005-71, Cl. SA, 68.612%, 8/25/256
    439,418       60,017  
Trust 2006-51, Cl. SA, 20.783%, 6/25/366
    11,323,048       1,634,860  
Trust 2006-60, Cl. DI, 41.559%, 4/25/356
    2,027,751       296,483  
Trust 2006-90, Cl. SX, 99.999%, 9/25/366
    1,842,616       359,496  
Trust 2007-88, Cl. XI, 22.457%, 6/25/376
    3,049,353       425,288  
Trust 214, Cl. 2, 36.506%, 3/1/236
    456,115       90,934  
Trust 221, Cl. 2, 32.847%, 5/1/236
    51,436       10,275  
Trust 254, Cl. 2, 26.575%, 1/1/246
    849,756       172,222  
Trust 2682, Cl. TQ, 99.999%, 10/15/336
    675,929       108,434  
Trust 2981, Cl. BS, 99.999%, 5/15/356
    1,197,873       178,545  
Trust 301, Cl. 2, 2.576%, 4/1/296
    206,554       41,446  
Trust 313, Cl. 2, 29.991%, 6/1/316
    2,205,643       540,997  
Trust 319, Cl. 2, 3.355%, 2/1/326
    1,004,860       205,854  
Trust 321, Cl. 2, 6.089%, 4/1/326
    260,983       67,235  
Trust 324, Cl. 2, 0%, 7/1/326,8
    274,482       58,936  
Trust 328, Cl. 2, 0%, 12/1/326,8
    695,242       145,796  
Trust 331, Cl. 5, 0%, 2/1/336,8
    987,672       177,352  
Trust 332, Cl. 2, 0%, 3/1/336,8
    6,172,065       1,287,855  
Trust 334, Cl. 12, 0%, 2/1/336,8
    866,402       151,340  
Trust 339, Cl. 15, 6.971%, 7/1/336
    2,488,197       479,345  
Trust 345, Cl. 9, 3.342%, 1/1/346
    1,248,565       213,446  
Trust 351, Cl. 10, 13.858%, 4/1/346
    522,749       89,749  
Trust 351, Cl. 8, 0%, 4/1/346,8
    853,493       146,739  
Trust 356, Cl. 10, 0%, 6/1/356,8
    713,466       121,829  
Trust 356, Cl. 12, 0%, 2/1/356,8
    358,037       61,380  
Trust 362, Cl. 13, 0.195%, 8/1/356
    425,121       71,655  
 
             
 
            170,133,137  
 
               
GNMA/Guaranteed—0.2%
               
Government National Mortgage Assn.:
               
3.125%, 12/9/251
    5,682       5,850  
7%, 3/29/28-7/29/28
    254,158       291,429  
7.50%, 3/1/27
    13,700       15,824  
8%, 11/29/25-5/29/26
    95,638       110,963  
Government National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Pass-Through Certificates:
               
Series 1999-32, Cl. ZB, 8%, 9/16/29
    1,066,292       1,283,487  
Series 2000-12,Cl. ZA, 8%, 2/16/30
    2,440,200       2,936,983  
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
               
Series 1998-19, Cl. SB, 60.571%, 7/16/286
    134,493       28,575  
Series 1998-6, Cl. SA, 74.511%, 3/16/286
    79,110       16,071  
Series 2001-21, Cl. SB, 89.757%, 1/16/276
    609,086       94,406  
 
             
 
            4,783,588  
 
               
Non-Agency—7.7%
               
Commercial—3.3%
               
Banc of America Commercial Mortgage, Inc., Commercial Mtg. Pass-Through Certificates:
               
Series 2007-1, Cl. AMFX, 5.482%, 1/1/49
    4,159,386       4,073,005  
Series 2008-1, Cl. AM, 6.195%, 2/10/511
    3,415,000       3,387,930  
CHL Mortgage Pass-Through Trust 2005-17, Mtg. Pass-Through Certificates, Series 2005-17, Cl. 1A8, 5.50%, 9/1/35
    3,542,118       3,142,851  
10 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Commercial Continued
               
CHL Mortgage Pass-Through Trust 2005-HYB8, Mtg. Pass-Through Certificates, Series 2005-HYB8, Cl. 4A1, 5.303%, 12/20/351
  $ 181,627     $ 149,041  
Citigroup, Inc./Deutsche Bank 2007-CD4 Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-CD4, Cl. A4, 5.322%, 12/1/49
    955,000       991,367  
Deutsche Alt-A Securities, Inc., Mtg. Pass-Through Certificates, Series 2007-RS1, Cl. A2, 0.761%, 1/27/371,4
    1,436,738       400,042  
Deutsche Alt-B Securities, Inc., Mtg. Pass-Through Certificates:
               
Series 2006-AB2, Cl. A1, 5.888%, 6/25/36
    377,592       349,860  
Series 2006-AB4, Cl. A1A, 6.005%, 10/25/36
    775,422       457,372  
Deutsche Mortgage & Asset Receiving, Commercial Mtg. Pass-Through Certificates, Series 2010-C1, Cl. A1, 3.156%, 7/1/462
    728,701       731,136  
Deutsche Mortgage & Asset Receiving, Commercial Mtg. Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security, Series 2010-C1, Cl. XPA, 4.82%, 9/1/204,6
    5,825,000       520,100  
First Horizon Alternative Mortgage Securities Trust 2007-FA2, Mtg. Pass-Through Certificates, Series 2007-FA2, Cl. 1A1, 5.50%, 4/25/37
    670,290       485,168  
First Horizon Mortgage Pass-Through Trust 2007-AR3, Mtg. Pass-Through Certificates, Series 2007-AR3, Cl. 1A1, 6.052%, 11/1/371
    3,932,141       3,215,876  
GE Capital Commercial Mortgage Corp., Commercial Mtg. Obligations, Series 2004-C3, Cl. A2, 4.433%, 7/10/39
    301,300       303,031  
GMAC Commercial Mortgage Securities, Inc., Commercial Mtg. Pass-Through Certificates, Series 1998-C1, Cl. F, 6.975%, 5/15/301
    1,567,000       1,571,717  
GS Mortgage Securities Corp. II, Commercial Mtg. Obligations, Series 2006-GG8, Cl. A4, 5.56%, 11/1/39
    775,000       823,180  
Indymac Index Mortgage Loan Trust 2005-AR31, Mtg. Pass-Through Certificates, Series 2005-AR31, Cl. 2 A2, 2.829%, 1/1/361
    176,627       5,583  
IndyMac INDX Mortgage Loan Trust 2005-AR23, Mtg. Pass-Through Certificates, Series 2005-AR23, Cl. 6A1, 5.214%, 11/1/351
    1,880,436       1,453,115  
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mtg. Pass-Through Certificates:
               
Series 2006-LDP9, Cl. A3, 5.336%, 5/1/47
    1,235,000       1,283,622  
Series 2007-CB18, Cl. A4, 5.44%, 6/1/47
    2,315,000       2,429,495  
Series 2007-CB18, Cl. AM, 5.466%, 6/1/47
    6,400,000       6,310,392  
Series 2007-LDP10, Cl. A3S, 5.317%, 4/1/13
    1,405,000       1,433,218  
Series 2007-LDPX, Cl. A2S, 5.305%, 1/15/49
    990,000       1,013,871  
Series 2007-LDPX, Cl. A2S2, 5.187%, 1/1/494
    1,390,000       1,404,178  
Series 2008-C2, Cl. A4, 6.068%, 2/1/51
    7,075,000       7,366,518  
Series 2008-C2, Cl. AM, 6.57%, 2/1/511
    4,990,000       3,333,949  
Series 2010-C2, Cl. A2, 3.616%, 11/1/432
    860,000       833,896  
JPMorgan Chase Commercial Mortgage Securities Trust 2007-LDP11, Commercial Mtg. Pass-Through Certificates, Series 2007-LDP11, Cl. ASB, 5.817%, 6/1/491
    570,000       605,075  
JPMorgan Mortgage Trust 2006-A7, Mtg. Pass-Through Certificates, Series 2006-A7, Cl. 2A2, 5.723%, 1/1/371
    406,325       304,794  
LB-UBS Commercial Mortgage Trust 2008-C1, Commercial Mtg. Pass-Through Certificates, Series 2008-C1, Cl. AM, 6.154%, 4/11/411
    2,610,000       2,570,034  
Lehman Structured Securities Corp., Mtg.-Backed Security, 6%, 5/1/29
    18,190       3,765  
Mastr Alternative Loan Trust 2004-6, Mtg. Pass-Through Certificates, Series 2004-6, Cl. 10A1, 6%, 7/25/34
    300,481       299,925  
Morgan Stanley Capital I Trust, Commercial Mtg. Pass-Through Certificates, Series 2006-HQ10, Cl. AM, 5.36%, 11/1/41
    8,500,000       8,480,668  
11 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Commercial Continued
               
NCUA Guaranteed Notes Trust 2010-C1, Gtd. Nts.:
               
Series 2010-C1, Cl. A1, 1.60%, 10/29/20
  $ 569,728     $ 558,699  
Series 2010-C1, Cl. A2, 2.90%, 10/29/20
    805,000       783,947  
RALI Series 2005-QA4 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2005-QA4, Cl. A32, 3.359%, 4/25/351
    126,239       23,988  
Residential Asset Securitization Trust 2006-A12, Mtg. Pass-Through Certificates, Series 2006-A12, Cl. 1A, 6.25%, 11/1/36
    817,850       583,135  
STARM Mortgage Loan Trust 2007-1, Mtg. Pass-Through Certificates, Series 2007-1, Cl. 2A1, 5.834%, 2/1/371
    10,945,672       8,535,599  
WaMu Mortgage Pass-Through Certificates 2006-AR15 Trust, Mtg. Pass-Through Certificates, Series 2006-AR15, Cl. 1A, 1.168%, 11/1/461
    1,289,895       912,847  
WaMu Mortgage Pass-Through Certificates 2007-OA3 Trust, Mtg. Pass-Through Certificates, Series 2007-OA3, Cl. 5A, 2.904%, 4/1/471
    915,048       514,858  
Wells Fargo Commercial Mortgage Trust 2010-C1, Commercial Mtg. Pass-Through Certificates, Series 2010-C1, Cl. A1, 3.349%, 10/1/572
    472,426       473,916  
Wells Fargo Mortgage-Backed Securities 2004-W Trust, Mtg. Pass-Through Certificates, Series 2004-W, Cl. B2, 2.762%, 11/1/341
    1,071,516       231,394  
Wells Fargo Mortgage-Backed Securities 2005-AR1 Trust, Mtg. Pass-Through Certificates, Series 2005-AR1, Cl. 1A1, 2.839%, 2/1/351
    4,275,544       3,925,195  
Wells Fargo Mortgage-Backed Securities 2006-AR8 Trust, Mtg. Pass-Through Certificates, Series 2006-AR8, Cl. 1A3, 2.853%, 4/25/361
    2,692,904       2,561,115  
 
             
 
            78,838,467  
 
               
Multifamily—0.2%
               
Citigroup Mortgage Loan Trust, Inc. 2006-AR3, Mtg. Pass-Through Certificates, Series 2006-AR3, Cl. 1 A2A, 5.77%, 6/1/361
    1,721,443       1,605,339  
Wells Fargo Mortgage-Backed Securities 2005-AR15 Trust, Mtg. Pass-Through Certificates, Series 2005-AR15, Cl. 1A2, 5.067%, 9/1/351
    513,316       493,065  
Wells Fargo Mortgage-Backed Securities 2006-AR6 Trust, Mtg. Pass-Through Certificates, Series 2006-AR6, Cl. 3A1, 3.203%, 3/25/361
    3,849,398       3,429,557  
 
             
 
            5,527,961  
 
               
Other—0.2%
               
Greenwich Capital Commercial Funding Corp./Commercial Mortgage Trust 2007-GG9, Commercial Mtg. Pass-Through Certificates, Series 2007-GG9, Cl. A4, 5.444%, 3/1/39
    2,315,000       2,442,496  
National Credit Union Administration, Gtd. Nts., Series 2010-R1, Cl. 1A, 0.655%, 10/7/201
    1,222,883       1,221,355  
 
             
 
            3,663,851  
 
               
Residential—4.0%
               
Banc of America Commercial Mortgage, Inc., Commercial Mtg. Pass-Through Certificates, Series 2007-4, Cl. AM, 5.809%, 8/1/171
    3,960,000       3,952,184  
Bear Stearns ARM Trust 2004-2, Mtg. Pass-Through Certificates, Series 2004-2, Cl. 12A2, 3.02%, 5/1/341
    3,594,457       3,252,020  
Bear Stearns ARM Trust 2004-9, Mtg. Pass-Through Certificates, Series 2004-9, Cl. 23A1, 4.963%, 11/1/341
    1,301,948       1,294,031  
Chase Mortgage Finance Trust 2007-A1, Multiclass Mtg. Pass-Through Certificates, Series 2007-A1, Cl. 9A1, 3.939%, 2/1/371
    1,658,024       1,672,702  
CHL Mortgage Pass-Through Trust 2005-J4, Mtg. Pass-Through Certificates, Series 2005-J4, Cl. A7, 5.50%, 11/1/35
    2,087,937       1,717,854  
CHL Mortgage Pass-Through Trust 2006-6, Mtg. Pass-Through Certificates, Series 2006-6, Cl. A3, 6%, 4/1/36
    1,057,323       967,671  
CHL Mortgage Pass-Through Trust 2007-HY3, Mtg. Pass-Through Certificates, Series 2007-HY3, Cl. 1A1, 3.789%, 6/1/471
    2,329,464       1,542,523  
12 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Residential Continued
               
Citigroup Mortgage Loan Trust, Inc. 2005-2, Mtg. Pass-Through Certificates, Series 2005-2, Cl. 1A3, 4.956%, 5/1/351
  $ 2,881,526     $ 2,572,009  
Citigroup Mortgage Loan Trust, Inc. 2005-3, Mtg. Pass-Through Certificates, Series 2005-3, Cl. 2A4, 5.138%, 8/1/351
    5,702,365       4,199,422  
Citigroup, Inc./Deutsche Bank 2007-CD4 Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-CD4, Cl. AMFX, 5.366%, 12/1/49
    5,700,000       5,465,987  
CitiMortgage Alternative Loan Trust 2006-A5, Real Estate Mtg. Investment Conduit Pass-Through Certificates, Series 2006-A5, Cl. 2A1, 5.50%, 10/1/21
    1,857,171       1,581,294  
Countrywide Alternative Loan Trust 2006-43CB, Mtg. Pass-Through Certificates, Series 2006-43CB, Cl.1A10, 6%, 2/1/37
    11,180,545       7,730,816  
GSR Mortgage Loan Trust 2004-5, Mtg. Pass-Through Certificates, Series 2004-5, Cl. 2A1, 2.899%, 5/1/341
    3,522,998       3,029,687  
GSR Mortgage Loan Trust 2005-AR7, Mtg. Pass-Through Certificates, Series 2005-AR7, Cl. 4A1, 5.317%, 11/1/351
    3,710,312       3,099,159  
GSR Mortgage Loan Trust 2006-5F, Mtg. Pass-Through Certificates, Series 2006-5F, Cl. 2A1, 6%, 6/1/36
    1,705,726       1,643,534  
JPMorgan Alternative Loan Trust 2006-S4, Mtg. Pass-Through Certificates, Series 2006-S4, Cl. A6, 5.71%, 12/1/36
    323,060       291,307  
LB-UBS Commercial Mortgage Trust 2007-C7, Commercial Mtg. Pass-Through Certificates, Series 2007-C7, Cl. AM, 6.166%, 9/11/451
    10,430,000       10,041,479  
Merrill Lynch Mortgage Investors Trust 2006-3, Mtg. Pass-Through Certificates, Series MLCC 2006-3, Cl. 2A1, 6.025%, 10/25/361
    2,055,691       1,905,341  
RALI Series 2006-QS13 Trust:
               
Mtg. Asset-Backed Pass-Through Certificates, Series 2006-QS13, Cl. 1A5, 6%, 9/25/36
    2,273,091       1,441,938  
Mtg. Asset-Backed Pass-Through Certificates, Series 2006-QS13, Cl. 1A8, 6%, 9/25/36
    45,436       28,822  
RALI Series 2007-QS6 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2007-QS6, Cl. A28, 5.75%, 4/25/37
    1,086,264       679,047  
Residential Asset Securitization Trust 2005-A14, Mtg. Pass-Through Certificates, Series 2005-A14, Cl. A1, 5.50%, 12/1/35
    3,658,508       2,962,404  
Residential Asset Securitization Trust 2005-A6CB, Mtg. Pass-Through Certificates, Series 2005-A6CB, Cl. A7, 6%, 6/1/35
    5,032,914       4,378,582  
WaMu Mortgage Pass-Through Certificates 2005-AR12 Trust, Mtg. Pass-Through Certificates, Series 2007-AR12, Cl. 1A8, 2.721%, 10/1/351
    2,692,944       2,341,419  
WaMu Mortgage Pass-Through Certificates 2006-AR10 Trust, Mtg. Pass-Through Certificates, Series 2006-AR10, Cl. 1A2, 5.854%, 9/1/361
    1,877,044       1,718,875  
WaMu Mortgage Pass-Through Certificates 2007-HY1 Trust, Mtg. Pass-Through Certificates:
               
Series 2007-HY1, Cl. 4A1, 5%, 2/1/371
    15,421,297       12,205,478  
Series 2007-HY1, Cl. 5A1, 5.532%, 2/1/371
    9,399,776       6,864,097  
WaMu Mortgage Pass-Through Certificates 2007-HY7 Trust, Mtg. Pass-Through Certificates, Series 2007-HY7, Cl. 2A1, 5.629%, 7/1/371
    2,499,806       1,760,622  
WaMu Mortgage Pass-Through Certificates Series 2007-HY5 Trust, Mtg. Pass-Through Certificates, Series 2007-HY5, Cl. 3A1, 5.743%, 5/1/371
    1,321,472       1,208,684  
Wells Fargo Mortgage-Backed Securities 2005-AR16 Trust, Mtg. Pass-Through Certificates, Series 2005-AR16, Cl. 2A1, 2.847%, 10/1/351
    1,660,871       1,581,480  
Wells Fargo Mortgage-Backed Securities 2006-AR8 Trust, Mtg. Pass-Through Certificates, Series 2006-AR8, Cl. 2A1, 2.913%, 4/1/361
    1,894,999       1,661,940  
 
             
 
            94,792,408  
 
             
Total Mortgage-Backed Obligations
(Cost $352,121,044)
            357,739,412  
13 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                     
    Principal            
    Amount         Value  
 
U.S. Government Obligations—3.3%
                   
Federal Home Loan Mortgage Corp. Nts.:
                   
1.125%, 7/27/12
  $ 17,545,000         $ 17,709,851  
5%, 2/16/17
    6,500,000           7,328,159  
5.125%, 11/17/17
    4,000,000           4,561,536  
Federal National Mortgage Assn. Nts.:
                   
1.125%, 7/30/12
    16,180,000           16,327,837  
4.375%, 10/15/159
    4,000,000           4,407,760  
5.375%, 6/12/17
    6,500,000           7,494,325  
U.S. Treasury Bills, 0.165%, 3/3/119,10
    16,800,000           16,796,909  
U.S. Treasury Bonds:
                   
STRIPS, 4.201%, 2/15/1110,11
    900,000           899,916  
STRIPS, 4.833%, 2/15/1610,11
    2,116,000           1,898,027  
 
                 
Total U.S. Government Obligations
(Cost $76,908,457)
                77,424,320  
 
                   
Foreign Government Obligations—23.3%
                   
Argentina—1.0%
                   
Argentina (Republic of) Bonds:
                   
2.50%, 12/31/381
    6,075,000           2,748,938  
Series GDP, 0%, 12/15/351,12
    4,930,000           771,545  
Series VII, 7%, 9/12/13
    2,950,000           2,897,965  
Argentina (Republic of) Sr. Unsec. Bonds, 0%, 12/15/351,12
    6,980,000     EUR     1,184,584  
Argentina (Republic of) Sr. Unsec. Nts., 6.976%, 10/3/15
    11,080,000           10,491,837  
Argentina (Republic of) Sr. Unsec. Unsub. Nts., 7.267%, 12/31/331
    12,572,574     ARP     4,912,389  
Argentina (Republic of) Sr. Unsecured Nts., 13.625%, 1/30/141
    1,280,000     ARP     312,418  
 
                 
 
                23,319,676  
 
                   
Australia—0.3%
                   
Australia (Commonwealth of) Sr. Unsec. Bonds:
                   
Series 119, 6.25%, 4/15/15
    705,000     AUD     746,279  
Series 120, 6%, 2/15/17
    390,000     AUD     410,784  
Queensland Treasury Corp. Sr. Unsec. Unsub. Nts., Series 16, 6%, 4/21/16
    4,850,000     AUD     4,966,767  
 
                 
 
                6,123,830  
 
                   
Austria—0.1%
                   
Austria (Republic of) Bonds, 4.35%, 3/15/192
    615,000     EUR     887,430  
Austria (Republic of) Sr. Unsec. Unsub. Bonds, Series 2, 4.65%, 1/15/18
    645,000     EUR     952,010  
 
                 
 
                1,839,440  
 
                   
Belgium—0.1%
                   
Belgium (Kingdom of) Sr. Bonds, Series 40, 5.50%, 9/28/17
    1,905,000     EUR     2,828,655  
Belize—0.0%
                   
Belize (Government of) Unsec. Unsub. Bonds, 6%, 2/20/291,4
    830,000           734,550  
Brazil—2.6%
                   
Brazil (Federal Republic of) Bonds, 7.125%, 1/20/37
    560,000           670,600  
Brazil (Federal Republic of) Nota Do Tesouro Nacional Nts.:
                   
10%, 1/1/17
    61,453,000     BRR     33,934,515  
10%, 1/1/21
    33,538,000     BRR     17,843,428  
11.433%, 5/15/4516
    6,470,000     BRR     8,294,389  
Brazil (Federal Republic of) Sr. Unsec. Unsub. Nts., 5.625%, 1/7/41
    1,930,000           1,925,175  
 
                 
 
                62,668,107  
 
                   
Canada—0.3%
                   
Canada (Government of) Nts.:
                   
3%, 12/1/15
    4,645,000     CAD     4,797,762  
3.75%, 6/1/19
    1,145,000     CAD     1,213,864  
4%, 6/1/17
    1,710,000     CAD     1,850,439  
 
                 
 
                7,862,065  
 
                   
Colombia—0.8%
                   
Bogota Distrio Capital
                   
Sr. Bonds, 9.75%, 7/26/282
    3,058,000,000     COP     2,152,370  
Colombia (Republic of) Bonds:
                   
7.375%, 9/18/37
    1,445,000           1,719,550  
12%, 10/22/15
    6,763,000,000     COP     4,710,148  
Colombia (Republic of) Sr. Nts., 7.375%, 3/18/19
    1,980,000           2,385,900  
Colombia (Republic of) Sr. Unsec. Bonds, 6.125%, 1/18/41
    3,050,000           3,141,500  
Colombia (Republic of) Sr. Unsec. Unsub. Bonds, 7.75%, 4/14/21
    4,866,000,000     COP     3,022,242  
Colombia (Republic of) Unsec. Nts., 7.375%, 1/27/17
    1,340,000           1,587,900  
 
                 
 
                18,719,610  
 
                   
Denmark—0.0%
                   
Denmark (Kingdom of) Bonds, 4%, 11/15/19
    4,965,000     DKK     961,735  
Dominican Republic—0.1%
                   
Dominican Republic Bonds, 7.50%, 5/6/212
    1,700,000           1,840,250  
14 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

                     
    Principal            
    Amount         Value  
 
Egypt—0.8%
                   
Egypt (The Arab Republic of) Sr. Unsec. Unsub. Nts.:
                   
5.75%, 4/29/202
  $ 985,000         $ 1,019,475  
6.875%, 4/30/402
    1,075,000           1,139,500  
Egypt (The Arab Republic of) Treasury Bills:
                   
Series 182, 8.729%, 2/15/1111
    3,925,000     EGP     669,366  
Series 182, 9.731%, 2/1/1111
    15,350,000     EGP     2,624,876  
Series 182, 9.819%, 3/22/1111
    7,175,000     EGP     1,210,740  
Series 182, 10.031%, 1/18/1111
    4,775,000     EGP     819,359  
Series 273, 9.789%, 4/5/1111
    10,825,000     EGP     1,820,539  
Series 273, 9.845%, 7/5/1111
    9,600,000     EGP     1,575,458  
Series 364, 9.008%, 2/8/1111
    10,000,000     EGP     1,708,355  
Series 364, 9.038%, 3/29/1111
    13,300,000     EGP     2,241,938  
Series 364, 10.046%, 5/10/1111
    5,775,000     EGP     963,972  
Series 364, 10.064%, 7/12/1111
    11,725,000     EGP     1,917,810  
Series 364, 10.508%, 3/8/1111
    4,400,000     EGP     745,154  
 
                 
 
                18,456,542  
 
                   
Finland—0.0%
                   
Finland (Republic of) Sr. Unsec. Unsub. Nts., 3.875%, 9/15/17
    400,000     EUR     576,642  
France—0.0%
                   
France (Government of) Bonds, 4%, 4/25/60
    390,000     EUR     529,069  
Germany—0.5%
                   
Germany (Federal Republic of) Bonds:
                   
0.50%, 6/15/12
    1,470,000     EUR     1,959,053  
3.50%, 7/4/19
    2,805,000     EUR     3,936,716  
Series 07, 4.25%, 7/4/39
    725,000     EUR     1,107,146  
Series 157, 2.25%, 4/10/15
    2,955,000     EUR     4,040,274  
 
                 
 
                11,043,189  
 
                   
Ghana—0.1%
                   
Ghana (Republic of) Bonds, 8.50%, 10/4/172
    2,475,000           2,790,563  
 
                   
Greece—0.4%
                   
Hellenic Republic Bonds, 4.30%, 3/20/12
    2,655,000     EUR     3,270,099  
Hellenic Republic Sr. Unsec. Unsub. Bonds:
                   
30 yr., 4.50%, 9/20/37
    5,250,000     EUR     3,811,938  
30 yr., 4.60%, 9/20/40
    2,310,000     EUR     1,671,233  
 
                 
 
                8,753,270  
 
                   
Hungary—0.2%
                   
Hungary (Republic of) Bonds:
                   
Series 17/B, 6.75%, 2/24/17
    299,200,000     HUF     1,360,914  
Series 19/A, 6.50%, 6/24/19
    675,000,000     HUF     2,942,729  
 
                 
 
                4,303,643  
 
                   
Indonesia—0.6%
                   
Indonesia (Republic of) Nts., 6.875%, 1/17/182
    5,325,000           6,230,250  
Indonesia (Republic of) Sr. Unsec. Nts., 7.75%, 1/17/382
    2,540,000           3,111,500  
Indonesia (Republic of) Sr. Unsec. Unsub. Bonds:
                   
5.875%, 3/13/202
    1,670,000           1,841,175  
6.625% 2/17/372
    1,050,000           1,155,000  
Indonesia (Republic of) Unsec. Nts., 8.50%, 10/12/352
    2,030,000           2,679,600  
 
                 
 
                15,017,525  
 
                   
Ireland—0.0%
                   
Ireland (Republic of) Treasury Nts., 5.90%, 10/18/19
    525,000     EUR     574,895  
Israel—0.8%
                   
Israel (State of) Bonds:
                   
5%, 1/31/20
    31,680,000     ILS     9,136,594  
6%, 2/28/19
    29,640,000     ILS     9,214,140  
 
                 
 
                18,350,734  
 
                   
Italy—0.4%
                   
Italy (Republic of) Bonds:
                   
3.75%, 3/1/21
    1,795,000     EUR     2,208,939  
4%, 9/1/20
    2,785,000     EUR     3,529,369  
5%, 9/1/40
    725,000     EUR     912,465  
Italy (Republic of) Treasury Bonds, 3.75%, 12/15/13
    2,870,000     EUR     3,882,433  
 
                 
 
                10,533,206  
 
                   
Japan—2.7%
                   
Japan (Government of) Bonds, 20 yr., Series 112, 2.10%, 6/20/29
    739,000,000     JPY     9,507,022  
Japan (Government of) Sr. Unsec. Bonds:
                   
2 yr., 0.20%, 1/15/12
    826,000,000     JPY     10,176,678  
5 yr., 0.50%, 12/20/14
    1,278,000,000     JPY     15,856,818  
10 yr., Series 308, 1.30%, 6/20/20
    835,000,000     JPY     10,507,291  
Japan (Government of) Sr. Unsec. Unsub. Bonds:
                   
5 yr., Series 91, 0.40%, 9/20/15
    1,184,000,000     JPY     14,599,847  
10 yr., Series 311, 0.80%, 9/20/20
    303,000,000     JPY     3,632,231  
 
                 
 
                64,279,887  
 
                   
Korea, Republic of South—1.2%
                   
Korea (Republic of) Sr. Unsec. Bonds, Series 2006, 5%, 6/10/20
    11,491,000,000     KRW     10,533,224  
Korea (Republic of) Sr. Unsec. Monetary Stabilization Bonds:
                   
Series 1208, 3.81%, 8/2/12
    10,222,000,000     KRW     9,096,490  
Series 1210, 3.28%, 10/2/12
    4,948,000,000     KRW     4,362,995  
15 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                     
    Principal            
    Amount         Value  
 
Korea, Republic of South Continued
                   
Korea (Republic of) Sr. Unsec. Unsub. Nts.:
                   
5.125%, 12/7/16
  $ 1,635,000         $ 1,762,262  
7.125%, 4/16/19
    2,535,000           3,028,686  
 
                 
 
                28,783,657  
 
                   
Malaysia—0.1%
                   
1Malaysia Sukuk Global Bhd Sr. Unsec. Unsub. Nts., 3.928%, 6/4/152
    2,470,000           2,569,136  
Malaysia (Government of) Bonds, Series 0110, 3.835%, 8/12/15
    3,045,000     MYR     1,004,483  
 
                 
 
                3,573,619  
 
                   
Mexico—1.8%
                   
United Mexican States Bonds:
                   
5.625%, 1/15/17
    3,780,000           4,199,580  
Series M10, 7.25%, 12/15/161
    6,040,000     MXN     508,827  
Series M20, 7.50%, 6/3/27
    129,280,000     MXN     10,488,952  
Series M10, 7.75%, 12/14/17
    6,825,000     MXN     588,718  
Series M10, 8%, 12/17/15
    44,000,000     MXN     3,806,623  
Series M10, 8.50%, 12/13/18
    45,520,000     MXN     4,077,693  
Series M20, 10%, 12/5/24
    181,400,000     MXN     18,347,104  
United Mexican States Sr. Nts., 5.75%, 10/12/2110
    1,170,000           1,044,225  
 
                 
 
                43,061,722  
 
                   
New Zealand—0.2%
                   
New Zealand (Government of) Sr. Unsec. Bonds, Series 415, 6%, 4/15/15
    5,985,000     NZD     4,885,052  
Norway—0.0%
                   
Norway (Kingdom of) Bonds, Series 471, 5%, 5/15/15
    1,515,000     NOK     281,362  
Panama—0.3%
                   
Panama (Republic of) Bonds:
                   
7.25%, 3/15/15
    3,120,000           3,619,200  
8.875%, 9/30/27
    110,000           151,250  
9.375%, 4/1/29
    1,100,000           1,548,250  
Panama (Republic of) Unsec. Bonds, 7.125%, 1/29/26
    1,175,000           1,418,813  
 
                 
 
                6,737,513  
 
                   
Peru—0.2%
                   
Peru (Republic of) Sr. Unsec. Nts., 7.84%, 8/12/204
    6,530,000     PEN     2,652,722  
Peru (Republic of) Sr. Unsec. Unsub. Bonds, 5.625%, 11/18/502
    1,580,000           1,469,400  
 
                 
 
                4,122,122  
 
                   
Philippines—0.0%
                   
Philippines (Republic of the) Sr. Unsec. Unsub. Nts., 4.95%, 1/31/21
    40,000,000     PHP     965,070  
 
Poland—1.4%
                   
Poland (Republic of) Bonds:
                   
5.25%, 10/25/20
    20,110,000     PLZ     6,446,965  
Series 0415, 5.50%, 4/25/15
    59,445,000     PLZ     20,245,577  
Series 1015, 6.25%, 10/24/15
    16,725,000     PLZ     5,857,953  
Series 1017, 5.25%, 10/25/17
    380,000     PLZ     125,501  
 
                 
 
                32,675,996  
 
                   
Qatar—0.1%
                   
Qatar (State of) Sr. Nts., 5.25%, 1/20/202
    1,595,000           1,690,700  
South Africa—1.8%
                   
South Africa (Republic of) Bonds:
                   
5.50%, 3/9/20
    2,860,000           3,056,625  
Series R208, 6.75%, 3/31/21
    33,370,000     ZAR     4,587,158  
Series R207, 7.25%, 1/15/20
    115,470,000     ZAR     16,583,455  
Series R204, 8%, 12/21/18
    44,800,000     ZAR     6,790,578  
Series R186, 10.50%, 12/21/26
    69,680,000     ZAR     12,625,646  
 
                 
 
                43,643,462  
 
                   
Spain—0.2%
                   
Spain (Kingdom of) Bonds, 5.50%, 7/30/17
    2,040,000     EUR     2,814,449  
Spain (Kingdom of) Sr. Unsub. Bonds, 4.10%, 7/30/18
    1,225,000     EUR     1,531,066  
 
                 
 
                4,345,515  
 
                   
Sri Lanka—0.1%
                   
Sri Lanka (Democratic Socialist Republic of) Sr. Unsec. Nts., 6.25%, 10/4/202
    1,330,000           1,354,938  
Sweden—0.0%
                   
Sweden (Kingdom of) Bonds, Series 1051, 3.75%, 8/12/17
    4,580,000     SEK     709,807  
The Netherlands—0.1%
                   
Netherlands (Kingdom of the) Bonds, 4%, 7/15/18
    990,000     EUR     1,428,068  
Netherlands (Kingdom of the) Nts., 4.50%, 7/15/17
    750,000     EUR     1,116,253  
 
                 
 
                2,544,321  
 
                   
Turkey—1.9%
                   
Turkey (Republic of) Bonds:
                   
6.75%, 4/3/18
    3,440,000           3,938,800  
6.875%, 3/17/36
    225,000           252,000  
7%, 3/11/19
    1,360,000           1,577,600  
10.50%, 1/15/201
    8,430,000     TRY     6,112,296  
11%, 8/6/14
    21,440,000     TRY     15,297,662  
16%, 3/7/121
    5,345,000     TRY     3,823,648  
Series CPI, 14.047%, 8/14/131
    6,930,000     TRY     6,774,742  
Turkey (Republic of) Nts.:
                   
7%, 6/5/20
    1,225,000           1,421,000  
7.50%, 7/14/17
    1,780,000           2,113,750  
Turkey (Republic of) Sr. Unsec. Nts., 7.50%, 11/7/19
    2,120,000           2,533,400  
16 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

                     
    Principal            
    Amount         Value  
 
Turkey Continued
                   
Turkey (Republic of) Unsec. Nts.:
                   
6.75%, 5/30/40
  $ 1,150,000         $ 1,259,250  
7.25%, 3/5/38
    1,180,000           1,379,125  
 
                 
 
                46,483,273  
 
                   
Ukraine—0.4%
                   
Financing of Infrastructural Projects State Enterprise Gtd. Nts., 8.375%, 11/3/172
    1,980,000           2,079,455  
Ukraine (Republic of) Bonds, 7.75%, 9/23/202
    2,010,000           2,055,225  
Ukraine (Republic of) Sr. Unsec. Nts., 6.75%, 11/14/172
    510,000           511,020  
Ukraine (Republic of) Sr. Unsec. Unsub. Bonds, 6.58%, 11/21/162
    55,000           55,275  
Ukraine (Republic of) Unsec. Bonds, 6.385%, 6/26/122
    3,650,000           3,740,520  
 
                 
 
                8,441,495  
 
                   
United Kingdom—0.4%
                   
United Kingdom Treasury Bonds:
                   
2.25%, 3/7/14
    1,515,000     GBP     2,412,346  
4.75%, 3/7/20
    2,015,000     GBP     3,476,239  
4.75%, 12/7/38
    1,455,000     GBP     2,481,195  
 
                 
 
                8,369,780  
 
                   
Uruguay—0.4%
                   
Uruguay (Oriental Republic of) Bonds, 7.625%, 3/21/36
    2,325,000           2,772,563  
Uruguay (Oriental Republic of) Sr. Nts., 6.875%, 9/28/25
    1,950,000           2,232,750  
Uruguay (Oriental Republic of) Unsec. Bonds, 8%, 11/18/22
    3,475,000           4,317,688  
 
                 
 
                9,323,001  
 
                   
Venezuela—0.9%
                   
Venezuela (Republic of) Bonds:
                   
9%, 5/7/23
    2,800,000           1,953,000  
9.25%, 9/15/27
    1,280,000           960,000  
Venezuela (Republic of) Nts.:
                   
8.25%, 10/13/24
    1,160,000           759,800  
8.50%, 10/8/14
    2,690,000           2,286,500  
Venezuela (Republic of) Sr. Unsec. Unsub. Nts.:
                   
7.75%, 10/13/19
    2,790,000           1,904,175  
12.75%, 8/23/22
    390,000           345,150  
Venezuela (Republic of) Unsec. Bonds:
                   
7%, 3/31/38
    4,015,000           2,318,663  
7.65%, 4/21/25
    6,935,000           4,386,388  
9.375%, 1/13/34
    2,040,000           1,392,300  
Venezuela (Republic of) Unsec. Nts., 13.625%, 8/15/182
    5,465,000           5,328,375  
 
                 
 
                21,634,351  
 
                 
Total Foreign Government Obligations
(Cost $520,545,243)
                555,733,839  
 
                   
Loan Participations—0.5%
                   
Entegra Holdings LLC, Sr. Sec. Credit Facilities 3rd Lien Term Loan:
                   
Tranche B, 10/19/157,13,14
    3,580,729           2,132,324  
Tranche B, 3.745%, 10/19/151,13
    5,153,606           3,068,972  
Tranche B, 3.745%, 10/19/151,7,13
    994,062           591,964  
Nuveen Investments, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 12.50%, 7/20/157
    4,916,875           5,331,736  
Polymer Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 0.75%, 10/4/111
    3,065,000            
 
                 
Total Loan Participations
(Cost $10,286,281)
                11,124,996  
 
                   
Corporate Bonds and Notes—30.1%
                   
Consumer Discretionary—4.6%
                   
Auto Components—0.4%
                   
Goodyear Tire & Rubber Co. (The), 8.25% Sr. Unsec. Unsub. Nts., 8/15/20
    2,390,000           2,485,600  
Tower Automotive Holdings USA LLC/TA Holdings Finance, Inc., 10.625% Sr. Sec. Nts., 9/1/174
    5,608,000           6,056,640  
 
                 
 
                8,542,240  
 
                   
Hotels, Restaurants & Leisure—1.9%
                   
Grupo Posadas SAB de CV, 9.25% Sr. Unsec. Nts., 1/15/152
    1,110,000           1,026,750  
Harrah’s Operating Co., Inc., 10% Sr. Sec. Nts., 12/15/18
    10,682,000           9,800,735  
Isle of Capri Casinos, Inc., 7% Sr. Unsec. Sub. Nts., 3/1/14
    2,955,000           2,910,675  
Landry’s Restaurants, Inc., 11.625% Sr. Sec. Nts., 12/1/15
    2,500,000           2,681,250  
Mashantucket Pequot Tribe, 8.50% Bonds, Series A, 11/15/152,3,5
    6,335,000           863,144  
MGM Mirage, Inc.:
                   
5.875% Sr. Nts., 2/27/14
    1,885,000           1,748,338  
6.75% Sr. Unsec. Nts., 4/1/13
    4,290,000           4,285,710  
Mohegan Tribal Gaming Authority:
                   
6.125% Sr. Unsec. Sub. Nts., 2/15/13
    6,335,000           5,289,725  
6.875% Sr. Unsec. Sub. Nts., 2/15/15
    1,317,000           819,833  
17 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Hotels, Restaurants & Leisure Continued
           
Mohegan Tribal Gaming Authority: Continued
               
8% Sr. Sub. Nts., 4/1/12
  $ 5,065,000     $ 4,254,600  
11.50% Sr. Sec. Nts., 11/1/172
    2,960,000       2,745,400  
Penn National Gaming, Inc., 8.75% Sr. Unsec. Sub. Nts., 8/15/19
    2,510,000       2,779,825  
Premier Cruise Ltd., 11% Sr. Nts., 3/15/082,3,5
    250,000        
Station Casinos, Inc., 6.50% Sr. Unsec. Sub. Nts., 2/1/143,5
    10,465,000       1,047  
Travelport LLC, 11.875% Sr. Unsec. Sub. Nts., 9/1/16
    2,545,000       2,513,188  
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 7.75% Sec. Nts., 8/15/20
    2,545,000       2,767,688  
 
             
 
            44,487,908  
 
               
Household Durables—0.4%
               
Beazer Homes USA, Inc.:
               
6.875% Sr. Unsec. Nts., 7/15/15
    2,910,000       2,829,975  
9.125% Sr. Nts., 5/15/192
    2,800,000       2,667,000  
K. Hovnanian Enterprises, Inc., 8.875% Sr. Sub. Nts., 4/1/12
    2,065,000       2,034,025  
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg SA:
               
8.50% Sr. Nts., 5/15/182
    995,000       1,004,950  
9% Sr. Nts., 4/15/192
    1,635,000       1,702,444  
 
             
 
            10,238,394  
 
               
Leisure Equipment & Products—0.4%
               
Eastman Kodak Co., 9.75% Sr. Sec. Nts., 3/1/182
    9,580,000       9,819,500  
Media—1.5%
               
Affinion Group Holdings, Inc., 11.625% Sr. Nts., 11/15/152
    1,770,000       1,845,225  
Affinion Group, Inc., 7.875% Sr. Nts., 12/15/182
    3,055,000       2,993,900  
American Media Operations, Inc., 13.50% 2nd Lien Nts., 6/15/183,5
    337       337  
Belo (A.H.) Corp.:
               
7.25% Sr. Unsec. Unsub. Bonds, 9/15/27
    465,000       405,713  
7.75% Sr. Unsec. Unsub. Debs., 6/1/27
    2,983,000       2,699,615  
Cengage Learning Acquisitions, Inc., 10.50% Sr. Nts., 1/15/152
    5,325,000       5,524,688  
Cequel Communications Holdings I LLC, 8.625% Sr. Unsec. Nts., 11/15/172
    1,735,000       1,821,750  
Clear Channel Communications, Inc., 10.75% Sr. Unsec. Unsub. Nts., 8/1/16
    3,610,000       3,249,000  
Entravison Communications Corp., 8.75% Sr. Sec. Nts., 8/1/172
    640,000       678,400  
Fisher Communications, Inc., 8.625% Sr. Unsec. Nts., 9/15/14
    670,000       683,400  
Gray Television, Inc., 10.50% Sr. Sec. Nts., 6/29/15
    5,365,000       5,432,063  
Interactive Data Corp., 10.25% Sr. Nts., 8/1/184
    965,000       1,056,675  
Newport Television LLC/NTV Finance Corp., 12.44% Sr. Nts., 3/15/172,13
    2,495,000       2,357,775  
Nexstar Broadcasting, Inc., 8.875% Sr. Sec. Nts., 4/15/172
    1,780,000       1,900,150  
Radio One, Inc., 12.50% Sr. Unsec. Sub. Nts., 5/11/162
    669,750       659,704  
Sinclair Television Group, Inc., 8.375% Sr. Nts., 10/15/182
    2,630,000       2,728,625  
Univision Communications, Inc.:
               
7.875% Sr. Sec. Nts., 11/1/202
    460,000       485,300  
8.50% Sr. Unsec. Nts., 5/15/212
    610,000       620,675  
Visant Corp., 10% Sr. Sec. Nts., 10/1/172
    600,000       639,000  
 
             
 
            35,781,995  
 
               
Multiline Retail—0.0%
               
Bon-Ton Stores, Inc. (The), 10.25% Sr. Unsec. Unsub. Nts., 3/15/14
    485,000       497,125  
Consumer Staples—0.8%
               
Beverages—0.1%
               
AmBev International Finance Co. Ltd., 9.50% Sr. Unsec. Unsub. Nts., 7/24/171
  2,080,000   BRR   1,231,084  
Food & Staples Retailing—0.0%
               
Real Time Data Co., 11% Nts., 5/31/093,4,5,13
    142,981        
Food Products—0.7%
               
American Seafoods Group LLC, 10.75% Sr. Sub. Nts., 5/15/162
    3,850,000       4,119,500  
Arcor, 7.25% Sr. Unsec. Nts., 11/9/172
    785,000       839,950  
ASG Consolidated LLC, 14.10% Sr. Nts., 5/15/172,13
    4,340,291       4,188,381  
Bumble Bee Acquisition Corp., 9% Sr. Sec. Nts., 12/15/172
    2,830,000       2,957,350  
MHP SA, 10.25% Sr. Unsec. Nts., 4/29/152
    1,493,000       1,580,788  
Pilgrim’s Pride Corp., 7.875% Sr. Nts., 12/15/182
    2,425,000       2,425,000  
Southern States Cooperative, Inc., 11.25% Sr. Nts., 5/15/154
    2,540,000       2,705,100  
 
             
 
            18,816,069  
18 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Energy—5.3%
               
Energy Equipment & Services—0.5%
               
Frac Tech Services LLC/Frac Tech Finance, Inc., 7.125% Sr. Nts., 11/15/182
  $ 765,000     $ 778,388  
PHI, Inc., 8.625% Sr. Unsec. Nts., 10/15/182
    2,995,000       3,084,850  
Precision Drilling Corp., 6.625% Sr. Unsec. Nts., 11/15/202
    2,295,000       2,340,900  
Thermon Industries, Inc., 9.50% Sr. Sec. Nts., 5/1/172
    2,440,000       2,610,800  
Vantage Drilling Co., 11.50% Sr. Sec. Nts., 8/1/152
    2,565,000       2,795,850  
 
             
 
            11,610,788  
 
               
Oil, Gas & Consumable Fuels—4.8%
               
Alliance Oil Co. Ltd., 9.875% Sr. Unsec. Nts., 3/11/152
    1,500,000       1,584,300  
Alon Refining Krotz Springs, Inc., 13.50% Sr. Sec. Nts., 10/15/14
    915,000       882,975  
Antero Resources Finance Corp., 9.375% Sr. Unsec. Nts., 12/1/17
    2,955,000       3,106,444  
Atlas Energy Resources LLC, 10.75% Sr. Unsec. Nts., 2/1/18
    4,740,000       5,812,425  
Atlas Pipeline Partners LP, 8.125% Sr. Unsec. Nts., 12/15/15
    2,285,000       2,364,975  
ATP Oil & Gas Corp., 11.875% Sr. Sec. Nts., 5/1/152
    8,195,000       7,785,250  
Berry Petroleum Co., 8.25% Sr. Sub. Nts., 11/1/16
    1,475,000       1,545,063  
Bill Barrett Corp., 9.875% Sr. Nts., 7/15/16
    2,365,000       2,607,413  
BreitBurn Energy Partners LP, 8.625% Sr. Unsec. Nts., 10/15/202
    2,805,000       2,833,050  
Chaparral Energy, Inc.:
               
8.875% Sr. Unsec. Nts., 2/1/17
    2,680,000       2,733,600  
9.875% Sr. Nts., 10/1/202
    2,715,000       2,877,900  
Crosstex Energy LP/Crosstex Energy Finance Corp., 8.875% Sr. Unsec. Nts., 2/15/18
    795,000       855,619  
Empresa Nacional del Petroleo, 5.25% Unsec. Nts., 8/10/202
    815,000       817,822  
Gaz Capital SA:
               
6.212% Sr. Unsec. Unsub. Nts., 11/22/162
    1,910,000       2,034,150  
7.288% Sr. Sec. Nts., 8/16/372
    4,415,000       4,613,675  
8.125% Nts., 7/31/142
    1,530,000       1,736,550  
8.146% Sr. Sec. Nts., 4/11/182
    2,680,000       3,115,500  
8.625% Sr. Sec. Nts., 4/28/342
    1,680,000       2,024,400  
9.25% Sr. Unsec. Unsub. Nts., 4/23/192
    3,175,000       3,917,315  
KMG Finance Sub BV:
               
7% Sr. Unsec. Nts., 5/5/202
    1,150,000       1,201,750  
9.125% Nts., 7/2/182
    3,580,000       4,206,500  
11.75% Sr. Unsec. Nts., 1/23/152
    85,000       105,927  
Linn Energy LLC, 8.625% Sr. Unsec. Nts., 4/15/202
    4,015,000       4,346,238  
Lukoil International Finance BV:
               
6.125% Sr. Unsec. Nts., 11/9/202
    3,560,000       3,582,072  
6.656% Sr. Unsec. Unsub. Bonds, 6/7/222
    610,000       620,675  
7.25% Sr. Unsec. Unsub. Nts., 11/5/192
    595,000       645,575  
MarkWest Energy Partners LP/MarkWest Energy Finance Corp., 6.75% Sr. Unsec. Nts., 11/1/20
    300,000       301,500  
Murray Energy Corp., 10.25% Sr. Sec. Nts., 10/15/152
    6,535,000       6,894,425  
Nak Naftogaz Ukraine, 9.50% Unsec. Nts., 9/30/14
    4,360,000       4,774,200  
Odebrecht Drilling Norbe VIII/IX Ltd., 6.35% Sr. Sec. Nts., 6/30/212
    1,190,000       1,243,550  
Pan American Energy LLC, 7.875% Sr. Unsec. Nts., 5/7/212
    2,270,000       2,423,225  
Pemex Project Funding Master Trust, 6.625% Sr. Unsec. Unsub. Nts., 6/15/38
    1,510,000       1,541,296  
Petrobras International Finance Co.:
               
5.75% Sr. Unsec. Unsub. Nts., 1/20/20
    1,120,000       1,167,676  
5.875% Sr. Unsec. Nts., 3/1/18
    680,000       727,476  
7.875% Sr. Unsec. Nts., 3/15/19
    3,040,000       3,608,997  
Petroleos de Venezuela SA, 5.25% Sr. Unsec. Unsub. Nts., 4/12/17
    860,000       494,500  
Petroleos Mexicanos:
               
5.50% Sr. Unsec. Unsub. Nts., 1/21/21
    1,650,000       1,678,875  
6% Sr. Unsec. Unsub. Nts., 3/5/20
    1,380,000       1,469,700  
8% Unsec. Unsub. Nts., 5/3/19
    940,000       1,137,400  
Petroleum Co. of Trinidad & Tobago Ltd., 9.75% Sr. Unsec. Nts., 8/14/192
    2,380,000       2,867,900  
Petroleum Export Ltd. Cayman SPV, 5.265% Sr. Nts., Cl. A3, 6/15/112
    348,893       348,296  
PT Adaro Indonesia, 7.625% Nts., 10/22/192
    2,060,000       2,260,850  
Quicksilver Resources, Inc., 11.75% Sr. Nts., 1/1/16
    2,260,000       2,644,200  
Range Resources Corp.:
               
7.50% Sr. Unsec. Unsub. Nts., 10/1/17
    1,020,000       1,079,925  
8% Sr. Unsec. Sub. Nts., 5/15/19
    2,530,000       2,767,188  
19 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                     
    Principal            
    Amount         Value  
 
Oil, Gas & Consumable Fuels Continued
                   
SandRidge Energy, Inc.:
                   
8.75% Sr. Unsec. Nts., 1/15/20
  $ 2,925,000         $ 3,020,063  
9.875% Sr. Unsec. Nts., 5/15/162
    1,290,000           1,370,625  
Tengizchevroil LLP, 6.124% Nts., 11/15/144
    1,068,156           1,124,235  
TransCapitalInvest Ltd. for OJSC AK Transneft, 5.67% Sec. Bonds, 3/5/142
    1,700,000           1,804,023  
 
                 
 
                114,707,288  
 
                   
Financials—4.5%
                   
Capital Markets—0.8%
                   
American General Finance, 6.90% Nts., Series J, 12/15/17
    3,375,000           2,742,188  
Berry Plastics Holding Corp., 10.25% Sr. Unsec. Sub. Nts., 3/1/16
    1,230,000           1,213,088  
Credit Suisse First Boston International, Export-Import Bank of Ukraine, 7.65% Sr. Sec. Bonds, 9/7/11
    700,000           712,250  
FoxCo Acquisition Sub LLC, 13.375% Sr. Nts., 7/15/162
    165,000           181,500  
IPIC GMTN Ltd., 5% Nts., 11/15/202
    1,580,000           1,554,205  
Nationstar Mortgage LLC/ Nationstar Capital Corp., 10.875% Sr. Nts., 4/1/152
    7,205,000           7,114,938  
Nuveen Investments, Inc., 5.50% Sr. Unsec. Nts., 9/15/15
    1,095,000           944,438  
Pinafore LLC/Pinafore, Inc., 9% Sr. Sec. Nts., 10/1/182
    3,005,000           3,260,425  
 
                 
 
                17,723,032  
 
                   
Commercial Banks—2.3%
                   
Akbank TAS, 5.125% Sr. Unsec. Nts., 7/22/152
    2,050,000           2,080,750  
Alfa Bank/Alfa Bond Issuance plc, 7.875% Nts., 9/25/172
    1,610,000           1,646,225  
Banco BMG SA:
                   
9.15% Nts., 1/15/164
    2,660,000           2,860,830  
9.95% Unsec. Unsub. Nts., 11/5/192
    1,150,000           1,227,625  
Banco Cruzeiro do Sul SA, 8.875% Sub. Nts., 9/22/202
    800,000           800,800  
Banco de Credito del Peru:
                   
5.375% Sr. Nts., 9/16/202
    1,200,000           1,188,000  
6.95% Sub. Nts., 11/7/211,4
    1,510,000           1,585,500  
9.75% Jr. Sub. Nts., 11/6/694
    800,000           932,000  
Banco do Brasil SA:
                   
5.375% Unsec. Sub. Nts., 1/15/212
    1,410,000           1,388,850  
8.50% Jr. Sub. Perpetual Bonds2,15
    1,500,000           1,734,300  
Banco PanAmericano SA, 8.50% Sr. Unsec. Sub. Nts., 4/23/202
    900,000           889,200  
Bank of Scotland plc:
                   
4.375% Sr. Sec. Nts., 7/13/16
    2,065,000     EUR     2,831,591  
4.50% Sr. Sec. Nts., 7/13/21
    1,414,000     EUR     1,863,253  
CIT Group, Inc., 7% Sr. Sec. Bonds, 5/1/17
    5,635,000           5,663,175  
HSBK Europe BV:
                   
7.25% Unsec. Unsub. Nts., 5/3/172
    710,000           724,200  
9.25% Sr. Nts., 10/16/134
    8,420,000           9,240,950  
ICICI Bank Ltd.:
                   
5.50% Sr. Unsec. Nts., 3/25/152
    3,050,000           3,177,057  
6.375% Bonds, 4/30/221,2
    3,060,000           3,075,731  
Ongko International Finance Co. BV, 10.50% Sec. Nts., 3/29/042,3,5
    90,000            
PrivatBank JSC/UK SPV Credit Finance plc, 8% Sr. Sec. Nts., 2/6/122
    1,240,000           1,230,700  
Salisbury International Investments Ltd., 4.439% Sec. Nts., Series 2006-003, Tranche E, 7/20/111,4
    1,100,000           999,460  
VEB Finance Ltd., 6.902% Sr. Unsec. Unsub. Nts., 7/9/202
    3,530,000           3,706,500  
VTB Capital SA:
                   
6.465% Sr. Sec. Unsub. Nts., 3/4/152
    2,350,000           2,458,570  
6.551% Sr. Unsec. Nts., 10/13/202
    1,560,000           1,540,500  
6.875% Sr. Sec. Nts., 5/29/182
    705,000           749,063  
Yapi ve Kredit Bankasi/Unicredit Luxembourg SA, 5.188% Sr. Unsec. Nts., 10/13/154
    1,170,000           1,211,184  
 
                 
 
                54,806,014  
 
                   
Consumer Finance—0.1%
                   
JSC Astana Finance, 9.16% Nts., 3/14/123,5
    7,200,000           930,240  
TMX Finance LLC/TitleMax Finance Corp., 13.25% Sr. Sec. Nts., 7/15/152
    2,410,000           2,663,050  
 
                 
 
                3,593,290  
 
                   
Diversified Financial Services—0.7%
                   
Autopistas del Nordeste Cayman Ltd., 9.39% Nts., 1/15/264
    2,809,723           2,542,799  
BA Covered Bond Issuer, 4.25% Sec. Nts., 4/5/17
    425,000     EUR     577,594  
Banco Invex SA, 29.174% Mtg.-Backed Certificates, Series 062U, 3/13/341,16
    4,830,734     MXN     1,234,068  
BM&F BOVESPA SA, 5.50% Sr. Unsec. Nts., 7/16/202
    1,640,000           1,677,005  
GMAC LLC, 8% Sr. Unsec. Nts., 11/1/31
    2,785,000           3,014,763  
20 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Diversified Financial Services Continued
               
ING Groep NV, 5.775% Jr. Unsec. Sub. Perpetual Bonds15
  $ 2,935,000     $ 2,538,775  
JPMorgan Hipotecaria su Casita:
               
7.555% Sec. Nts., 8/26/354
  5,808,600  MXN     458,574  
27.591% Mtg.-Backed Certificates, Series 06U, 9/25/351
  1,895,532  MXN     307,158  
Tiers-BSP, 0%/8.60% Collateralized Trust, Cl. A, 6/15/972,17
    6,360,000       3,572,062  
TNK-BP Finance SA, 7.25% Sr. Unsec. Unsub. Bonds, 2/2/202
    900,000       983,250  
 
             
 
            16,906,048  
 
               
Insurance—0.1%
               
International Lease Finance Corp.:
               
5.875% Unsec. Unsub. Nts., 5/1/13
    1,190,000       1,209,338  
8.75% Sr. Unsec. Unsub. Nts., 3/15/172
    1,475,000       1,585,625  
8.875% Sr. Unsec. Nts., 9/1/17
    295,000       319,706  
 
             
 
            3,114,669  
 
               
Real Estate Management & Development—0.3%
               
Realogy Corp., 10.50% Sr. Unsec. Nts., 4/15/14
    4,515,000       4,458,563  
Wallace Theater Holdings, Inc., 12.50% Sr. Sec. Nts., 6/15/131,4
    2,230,000       2,280,175  
 
             
 
            6,738,738  
 
               
Thrifts & Mortgage Finance—0.2%
               
Banco Hipotecario SA, 9.75% Sr. Unsec. Nts., 4/27/162
    785,000       812,475  
WM Covered Bond Program:
               
4% Sec. Mtg. Nts., Series 2, 9/27/16
  2,720,000  EUR     3,701,607  
4.375% Sec. Nts., 5/19/14
  355,000  EUR     495,717  
 
             
 
            5,009,799  
 
               
Health Care—1.4%
               
Health Care Equipment & Supplies—0.4%
               
Accellent, Inc., 10% Sr. Sub. Nts., 11/1/172
    2,305,000       2,183,988  
Alere, Inc., 8.625% Sr. Sub. Nts., 10/1/182
    1,040,000       1,058,200  
Biomet, Inc., 11.625% Sr. Unsec. Sub. Nts., 10/15/17
    1,911,000       2,121,210  
DJO Finance LLC/DJO Finance Corp., 9.75% Sr. Sub. Nts., 10/15/172
    735,000       760,725  
Inverness Medical Innovations, Inc., 7.875% Sr. Unsec. Unsub. Nts., 2/1/16
    1,630,000       1,642,225  
Universal Hospital Services, Inc., 8.50% Sr. Sec. Nts., 6/1/1513
    1,390,000       1,435,175  
 
             
 
            9,201,523  
 
               
Health Care Providers & Services—0.8%
               
Capella Healthcare, Inc., 9.25% Sr. Unsec. Nts., 7/1/172
    405,000       430,313  
Catalent Pharma Solutions, Inc., 10.25% Sr. Unsec. Nts., 4/15/1513
    2,603,400       2,642,451  
Gentiva Health Services, Inc., 11.50% Sr. Unsec. Unsub. Nts., 9/1/18
    2,405,000       2,633,475  
HCA, Inc., 6.375% Nts., 1/15/15
    2,260,000       2,231,750  
HEALTHSOUTH Corp.:
               
7.25% Sr. Unsec. Nts., 10/1/18
    1,475,000       1,508,188  
7.75% Sr. Unsec. Nts., 9/15/22
    550,000       569,250  
inVentiv Health, Inc., 10% Sr. Unsec. Nts., 8/15/182
    1,120,000       1,125,600  
Multiplan, Inc., 9.875% Sr. Nts., 9/1/182
    1,920,000       2,044,800  
OnCure Holdings, Inc., 11.75% Sr. Sec. Nts., 5/15/172
    1,095,000       1,040,250  
Radiation Therapy Services, Inc., 9.875% Sr. Sub. Nts., 4/15/172
    1,065,000       1,067,663  
UHS Escrow Corp., 7% Sr. Nts., 10/1/182
    225,000       231,750  
US Oncology, Inc., 9.125% Sr. Sec. Nts., 8/15/17
    1,305,000       1,614,938  
Vanguard Health Holding Co. II LLC/Vanguard Holding Co. II, Inc., 8% Sr. Nts., 2/1/18
    1,595,000       1,642,850  
 
             
 
            18,783,278  
 
               
Health Care Technology—0.0%
               
MedAssets, Inc., 8% Sr. Nts., 11/15/182
    920,000       929,200  
Pharmaceuticals—0.2%
               
Mylan, Inc., 6% Sr. Nts., 11/15/182
    810,000       797,850  
Valeant Pharmaceuticals International, Inc., 6.875% Sr. Unsec. Nts., 12/1/182
    765,000       763,088  
Warner Chilcott Co. LLC, 7.75% Sr. Nts., 9/15/182
    3,340,000       3,390,100  
 
             
 
            4,951,038  
 
               
Industrials—3.3%
               
Aerospace & Defense—0.8%
               
BE Aerospace, Inc., 6.875% Sr. Nts., 10/1/20
    605,000       627,688  
DynCorp International, Inc., 10.375% Sr. Unsec. Nts., 7/1/172
    4,910,000       5,057,300  
Hawker Beechcraft Acquisition Co. LLC, 8.50% Sr. Unsec. Nts., 4/1/15
    7,305,000       5,460,488  
TransDigm, Inc., 7.75% Sr. Sub. Nts., 12/15/182
    6,480,000       6,739,200  
 
             
 
            17,884,676  
21 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Air Freight & Logistics—0.0%
               
AMGH Merger Sub, Inc., 9.25% Sr. Sec. Nts., 11/1/182
  $ 770,000     $ 812,350  
 
               
Airlines—0.2%
               
Delta Air Lines, Inc., 12.25% Sr. Sec. Nts., 3/15/152
    3,845,000       4,354,463  
 
               
Building Products—0.3%
               
Associated Materials LLC, 9.125% Sr. Sec. Nts., 11/1/172
    1,105,000       1,157,488  
Ply Gem Industries, Inc., 13.125% Sr. Unsec. Sub. Nts., 7/15/14
    5,190,000       5,540,325  
Roofing Supply Group LLC/ Roofing Supply Finance, Inc., 8.625% Sr. Sec. Nts., 12/1/172
    1,100,000       1,138,500  
 
             
 
            7,836,313  
 
               
Commercial Services & Supplies—0.2%
               
West Corp.:
               
7.875% Sr. Nts., 1/15/192
    1,220,000       1,244,400  
8.625% Sr. Unsec. Nts., 10/1/182
    2,665,000       2,838,225  
 
             
 
            4,082,625  
 
               
Construction & Engineering—0.2%
               
IIRSA Norte Finance Ltd., 8.75% Sr. Nts., 5/30/242
    3,876,077       4,331,516  
Odebrecht Finance Ltd., 7% Sr. Unsec. Nts., 4/21/202
    780,000       842,400  
 
             
 
            5,173,916  
 
               
Industrial Conglomerates—0.1%
               
Sequa Corp., 11.75% Sr. Unsec. Nts., 12/1/152
    2,525,000       2,714,375  
 
               
Machinery—0.5%
               
Cleaver-Brooks, Inc., 12.25% Sr. Sec. Nts., 5/1/162
    2,540,000       2,708,275  
Manitowoc Co., Inc. (The), 8.50% Sr. Unsec. Nts., 11/1/20
    2,805,000       2,994,338  
Terex Corp., 8% Sr. Unsec. Sub. Nts., 11/15/17
    5,275,000       5,354,125  
Thermadyne Holdings Corp., 9% Sr. Sec. Nts., 12/15/172
    1,325,000       1,373,031  
 
             
 
            12,429,769  
 
               
Marine—0.2%
               
Marquette Transportation Co., 10.875% Sr. Sec. Nts., 1/15/172
    2,930,000       3,003,250  
Navios Maritime Acquisition Corp., 8.625% Sr. Sec. Nts., 11/1/172
    735,000       755,213  
Navios Maritime Holdings, Inc.,/ Navios Maritime Finance U.S., Inc., 8.875% Sr. Sec. Nts., 11/1/17
    1,240,000       1,348,500  
 
             
 
            5,106,963  
 
               
Professional Services—0.2%
               
Altegrity, Inc., 10.50% Sr. Unsec. Sub. Nts., 11/1/152
    3,515,000       3,624,844  
TransUnion LLC/TransUnion Financing Corp., 11.375% Sr. Unsec. Nts., 6/15/182
    660,000       755,700  
 
             
 
            4,380,544  
 
               
Road & Rail—0.4%
               
Hertz Corp., 7.50% Sr. Unsec. Nts., 10/15/182
    5,330,000       5,556,525  
Kazakhstan Temir Zholy Finance BV, 6.375% Sr. Unsec. Nts., 10/6/202
    785,000       823,308  
Panama Canal Railway Co., 7% Sr. Sec. Nts., 11/1/264
    1,425,760       1,290,313  
Transnet Ltd., 10.80% Sr. Unsec. Nts., 11/6/23
  10,000,000  ZAR     1,665,411  
 
             
 
            9,335,557  
 
               
Trading Companies & Distributors—0.2%
               
Ashtead Capital, Inc., 9% Nts., 8/15/164
    1,060,000       1,110,350  
RSC Equipment Rental, Inc., 10% Sr. Sec. Nts., 7/15/172
    470,000       531,100  
United Rentals North America, Inc.:
               
8.375% Sr. Unsec. Sub. Nts., 9/15/20
    460,000       470,350  
9.25% Sr. Unsec. Unsub. Nts., 12/15/19
    1,020,000       1,139,850  
 
             
 
            3,251,650  
 
               
Transportation Infrastructure—0.0%
               
Aeropuertos Argentina 2000 SA, 10.75% Sr. Sec. Nts., 12/1/204
    570,000       595,650  
Information Technology—2.0%
               
Computers & Peripherals—0.2%
               
CDW LLC/CDW Finance Corp., 11% Sr. Unsec. Nts., 10/12/15
    1,295,000       1,350,038  
Seagate HDD Cayman, 6.875% Sr. Unsec. Nts., 5/1/202
    2,740,000       2,630,400  
 
             
 
            3,980,438  
 
               
Electronic Equipment & Instruments—0.1%
               
RBS Global, Inc./Rexnord Corp., 11.75% Sr. Unsec. Sub. Nts., 8/1/16
    2,955,000       3,184,013  
Internet Software & Services—0.5%
               
Bankrate, Inc., 11.75% Sr. Sec. Nts., 7/15/152
    1,620,000       1,806,300  
ITC DeltaCom, Inc., 10.50% Sr. Sec. Nts., 4/1/16
    5,135,000       5,609,988  
Telcordia Technologies, Inc., 11% Sr. Sec. Nts., 5/1/182
    3,970,000       4,009,700  
 
             
 
            11,425,988  
22 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA


 

                 
    Principal        
    Amount     Value  
 
IT Services—0.5%
               
Ceridian Corp., 11.25% Sr. Unsec. Nts., 11/15/15
  $ 2,145,000     $ 2,134,275  
First Data Corp.:
               
8.875% Sr. Sec. Nts., 8/15/202
    2,390,000       2,533,400  
9.875% Sr. Unsec. Nts., 9/24/15
    6,510,000       6,233,325  
SunGard Data Systems, Inc.:
               
7.375% Sr. Unsec. Nts., 11/15/182
    765,000       772,650  
7.625% Sr. Unsec. Nts., 11/15/202
    765,000       778,388  
 
             
 
            12,452,038  
 
               
Semiconductors & Semiconductor Equipment—0.7%
               
Advanced Micro Devices, Inc., 7.75% Sr. Unsec. Nts., 8/1/202
    1,340,000       1,396,950  
Amkor Technology, Inc., 7.375% Sr. Unsec. Nts., 5/1/18
    1,445,000       1,510,025  
Freescale Semiconductor, Inc.:
               
9.25% Sr. Sec. Nts., 4/15/182
    1,710,000       1,889,550  
10.75% Sr. Unsec. Nts., 8/1/202
    4,430,000       4,850,850  
NXP BV/NXP Funding LLC:
               
7.875% Sr. Sec. Nts., 10/15/14
    1,765,000       1,844,425  
9.50% Sr. Unsec. Unsub. Nts., 10/15/15
    2,950,000       3,163,875  
9.75% Sr. Sec. Nts., 8/1/182
    1,125,000       1,271,250  
 
             
 
            15,926,925  
 
               
Materials—3.3%
               
Chemicals—0.9%
               
Braskem Finance Ltd., 7.25% Sr. Unsec. Nts., 6/5/182
    2,135,000       2,252,425  
Braskem SA, 7% Sr. Unsec. Nts., 5/7/202
    1,150,000       1,193,125  
Ferro Corp., 7.875% Sr. Unsec. Nts., 8/15/18
    2,650,000       2,809,000  
Hexion U.S. Finance Corp./Hexion Nova Scotia Finance ULC:
               
8.875% Sr. Sec. Nts., 2/1/18
    3,845,000       4,128,569  
9% Sr. Sec. Nts., 11/15/202
    1,410,000       1,494,600  
Huntsman International LLC, 8.625% Sr. Sub. Nts., 3/15/212
    300,000       325,500  
Momentive Performance Materials, Inc.:
               
9% Sec. Nts., 1/15/212
    2,815,000       2,976,863  
11.50% Sr. Unsec. Sub. Nts., 12/1/16
    2,455,000       2,675,950  
Nalco Co., 6.625% Sr. Nts., 1/15/192
    485,000       498,338  
Rhodia SA, 6.875% Sr. Nts., 9/15/202
    2,810,000       2,862,688  
 
             
 
            21,217,058  
 
               
Construction Materials—0.1%
               
CEMEX Espana SA, 9.25% Sr. Sec. Nts., 5/12/202
    872,000       861,100  
CEMEX Finance LLC, 9.50% Sr. Sec. Bonds, 12/14/162
    1,275,000       1,321,219  
Rearden G Holdings Eins GmbH, 7.875% Sr. Unsec. Nts., 3/30/202
    990,000       1,049,400  
 
             
 
            3,231,719  
 
               
Containers & Packaging—0.3%
               
Berry Plastics Corp., 9.75% Sr. Sec. Nts., 1/15/212
    3,830,000       3,810,850  
Jefferson Smurfit Corp. (Escrow):
               
7.50% Sr. Unsec. Unsub. Nts., 6/1/133,5
    920,000       34,500  
8.25% Sr. Unsec. Nts., 10/1/123,5
    2,560,000       96,000  
Smurfit-Stone Container Corp. (Escrow):
               
8% Sr. Unsec. Unsub. Nts., 3/15/173,5
    1,780,000       84,550  
8.375% Sr. Nts., 7/1/123,5
    925,000       34,688  
Solo Cup Co., 8.50% Sr. Sub. Nts., 2/15/14
    3,140,000       2,841,700  
 
             
 
            6,902,288  
 
               
Metals & Mining—0.8%
               
Alrosa Finance SA, 7.75% Nts., 11/3/202
    1,580,000       1,664,925  
CSN Islands XI Corp., 6.875% Sr. Unsec. Nts., 9/21/192
    750,000       813,750  
Edgen Murray Corp., 12.25% Sr. Sec. Nts., 1/15/15
    3,340,000       2,922,500  
JSC Severstal, 6.70% Nts., 10/25/172
    1,940,000       1,925,450  
Steel Capital SA for OAO Severstal, 9.75% Sec. Nts., 7/29/132
    2,160,000       2,416,608  
Vedanta Resources plc, 9.50% Sr. Unsec. Nts., 7/18/182
    7,715,000       8,476,856  
 
             
 
            18,220,089  
 
               
Paper & Forest Products—1.2%
               
ABI Escrow Corp., 10.25% Sr. Sec. Nts., 10/15/182
    2,255,000       2,480,500  
Abitibi-Consolidated Co. of Canada (Escrow):
               
6% Sr. Unsec. Unsub. Nts., 6/20/133,5
    2,020,000       22,725  
7.75% Sr. Unsec. Bonds, 6/15/113,5
    1,120,000       12,600  
8.375% Sr. Unsec. Sub. Nts., 4/1/153,5
    2,705,000       30,431  
8.85% Unsec. Bonds, 8/1/303,5
    1,010,000       12,625  
Ainsworth Lumber Co. Ltd., 11% Sr. Unsec. Unsub. Nts., 7/29/152,13
    3,274,875       3,095,117  
Appleton Papers, Inc., 10.50% Sr. Sec. Nts., 6/15/152
    5,630,000       5,601,850  
Bowater Pulp & Paper Canada, Inc., 10.60% Sr. Unsec. Nts., 1/15/113,5
    2,760,000       745,200  
23 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Paper & Forest Products Continued
               
Bowater, Inc. (Escrow):
               
6.50% Sr. Unsec. Nts., 6/15/133,5
  $ 3,280,000     $ 147,600  
9% Sr. Unsec. Nts., 8/1/093,5
    840,000       37,800  
Catalyst Paper Corp., 11% Sr. Sec. Nts., 12/15/162
    3,611,000       3,421,423  
Grupo Papelero Scribe SA, 8.875% Sr. Nts., 4/7/202
    1,315,000       1,301,850  
Mercer International, Inc., 9.50% Sr. Unsec. Nts., 12/1/172
    2,290,000       2,364,425  
NewPage Corp., 11.375% Sr. Sec. Nts., 12/31/14
    4,165,000       3,935,925  
Verso Paper Holdings LLC, 11.375% Sr. Unsec. Sub. Nts., Series B, 8/1/16
    5,275,000       5,314,563  
 
             
 
            28,524,634  
 
               
Telecommunication Services—2.2%
               
Diversified Telecommunication Services—1.3%
               
Axtel SAB de CV, 9% Sr. Unsec. Nts., 9/22/192
    2,490,000       2,377,950  
Broadview Networks Holdings, Inc., 11.375% Sr. Sec. Nts., 9/1/12
    1,485,000       1,459,013  
Cincinnati Bell, Inc.:
               
8.25% Sr. Nts., 10/15/17
    1,310,000       1,303,450  
8.75% Sr. Unsec. Sub. Nts., 3/15/18
    2,020,000       1,903,850  
Intelsat Bermuda Ltd.:
               
11.25% Sr. Unsec. Nts., 2/4/17
    2,755,000       3,016,725  
12.50% Sr. Unsec. Nts., 2/4/1713
    1,381,250       1,533,188  
Intelsat Jackson Holdings SA, 7.25% Sr. Unsec. Nts., 10/15/202
    755,000       766,325  
Level 3 Financing, Inc., 9.25% Sr. Unsec. Unsub. Nts., 11/1/14
    4,780,000       4,768,050  
PAETEC Holding Corp., 9.50% Sr. Unsec. Unsub. Nts., 7/15/15
    5,595,000       5,818,800  
Telemar Norte Leste SA, 5.50% Sr. Unsec. Nts., 10/23/202
    4,162,000       4,026,735  
Wind Acquisition Finance SA, 7.25% Sr. Sec. Nts., 2/15/182
    1,190,000       1,213,800  
Windstream Corp., 8.125% Sr. Unsec. Unsub. Nts., 9/1/18
    1,295,000       1,366,225  
Winstar Communications, Inc., 12.75% Sr. Nts., 4/15/103,5
    250,000        
 
             
 
            29,554,111  
 
               
Wireless Telecommunication Services—0.9%
               
America Movil SAB de CV:
               
6.125% Sr. Unsec. Unsub. Nts., 3/30/40
    925,000       985,569  
8.46% Sr. Unsec. Unsub. Bonds, 12/18/36
  52,700,000  MXN     3,952,969  
Cricket Communications, Inc., 7.75% Sr. Unsec. Nts., 10/15/202
    5,335,000       5,094,925  
MetroPCS Wireless, Inc.:
               
6.625% Sr. Unsec. Nts., 11/15/20
    2,755,000       2,631,025  
7.875% Sr. Unsec. Nts., 9/1/18
    2,520,000       2,627,100  
MTS International Funding Ltd., 8.625% Sr. Unsec. Nts., 6/22/202
    1,650,000       1,882,980  
Teligent, Inc., 11.50% Sr. Nts., 12/1/083,5
    500,000        
VIP Finance Ireland Ltd., 9.125% Bonds, 4/30/182
    4,190,000       4,787,075  
 
             
 
            21,961,643  
 
               
Utilities—2.7%
               
Electric Utilities—1.5%
               
Centrais Eletricas Brasileiras SA, 6.875% Sr. Unsec. Unsub. Nts., 7/30/192
    1,350,000       1,532,250  
Edison Mission Energy, 7% Sr. Unsec. Nts., 5/15/17
    3,935,000       3,138,163  
Empresas Publicas de Medellin ESP, 7.625% Sr. Unsec. Nts., 7/29/192
    1,435,000       1,650,250  
Energy Future Intermediate Holding Co. LLC, 10% Sr. Sec. Nts., 12/1/20
    2,817,000       2,919,181  
Eskom Holdings Ltd., 10% Nts., Series ES23, 1/25/23
  34,000,000  ZAR     5,632,196  
Eskom Holdings Ltd., 9.25% Bonds, Series ES18, 4/20/18
  10,000,000  ZAR     1,568,575  
Israel Electric Corp. Ltd., 7.25% Nts., 1/15/192
    4,550,000       5,015,174  
Majapahit Holding BV:
               
7.75% Nts., 10/17/162
    2,250,000       2,610,000  
8% Sr. Unsec. Nts., 8/7/192
    1,150,000       1,349,813  
National Power Corp., 5.875% Unsec. Unsub. Bonds, 12/19/16
  109,600,000  PHP     2,765,272  
Texas Competitive Electric Holdings Co. LLC:
               
10.25% Sr. Unsec. Nts., Series A, 11/1/15
    10,405,000       5,930,850  
10.25% Sr. Unsec. Nts., Series B, 11/1/15
    1,520,000       858,800  
TGI International Ltd., 9.50% Nts., 10/3/172
    1,442,000       1,625,855  
 
             
 
            36,596,379  
 
               
Energy Traders—1.0%
               
Colbun SA, 6% Sr. Unsec. Nts., 1/21/202
    1,640,000       1,711,657  
Dynegy Holdings, Inc., 8.375% Sr. Unsec. Nts., 5/1/16
    3,215,000       2,419,288  
Energy Future Holdings Corp., 10% Sr. Sec. Nts., 1/15/202
    3,100,000       3,204,696  
24 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Energy Traders Continued
               
Foresight Energy LLC, 9.625% Sr. Unsec. Nts., 8/15/172
  $ 5,395,000     $ 5,772,650  
GenOn Escrow Corp.:
               
9.50% Sr. Unsec. Nts., 10/15/182
    1,505,000       1,503,119  
9.875% Sr. Nts., 10/15/202
    1,500,000       1,496,250  
Power Sector Assets & Liabilities Management Corp.:
               
7.25% Sr. Gtd. Unsec. Nts., 5/27/192
    1,280,000       1,510,400  
7.39% Sr. Gtd. Unsec. Nts., 12/2/242
    1,270,000       1,511,300  
PT Cikarang Listindo/Listindo Capital BV, 9.25% Sr. Nts., 1/29/152
    1,150,000       1,298,161  
United Maritime Group LLC, 11.75% Sr. Sec. Nts., 6/15/15
    3,645,000       3,672,338  
 
             
 
            24,099,859  
 
               
Gas Utilities—0.1%
               
Ferrellgas LP/Ferrellgas Finance Corp., 6.50% Sr. Nts., 5/1/212
    2,295,000       2,249,100  
Water Utilities—0.1%
               
Cia de Saneamento Basico do Estado de Sao Paulo, 6.25% Sr. Unsec. Nts., 12/16/202
    1,055,000       1,072,935  
 
             
Total Corporate Bonds and Notes
(Cost $690,263,841)
            716,047,088  
                 
    Shares          
 
Preferred Stocks—0.5%
               
Ally Financial, Inc., 7%, Non-Vtg.2
    7,436       7,028,182  
AmeriKing, Inc., 13% Cum. Sr. Exchangeable, Non-Vtg.5,13
    4,253        
Eagle-Picher Holdings, Inc., 11.75% Cum. Exchangeable, Series B, Non-Vtg.5
    5,000        
Greektown Holdings LLC, Preferred5
    45,600       4,844,088  
ICG Holdings, Inc., 14.25% Exchangeable, Non-Vtg.5,13
    151        
 
             
Total Preferred Stocks
(Cost $11,475,299)
            11,872,270  
 
               
Common Stocks—1.0%
               
AbitibiBowater, Inc.5
    116,803       2,764,727  
American Media Operations, Inc.5
    161,731       2,637,137  
American Media, Inc.4,5
    1,562        
Arco Capital Corp. Ltd.4,5
    690,638       1,381,276  
Charter Communications, Inc., Cl. A5
    64,672       2,518,328  
Global Aviation Holdings, Inc.5
    100       1,000  
Greektown Superholdings, Inc.5
    3,450       340,929  
Kaiser Aluminum Corp.
    229       11,471  
MHP SA, GDR 2,5
    56,610       968,031  
Orbcomm, Inc.5
    375       971  
Premier Holdings Ltd.5
    18,514        
Smurfit-Stone Container Corp.5
    279,168       7,146,701  
Visteon Corp. 5
    98,473       6,649,094  
 
             
Total Common Stocks
(Cost $32,033,407)
            24,419,665  
                 
    Units          
 
Rights, Warrants and Certificates—0.0%
               
ASG Warrant Corp. Wts., Strike Price $0.01, Exp. 5/15/184,5
    4,275       534,375  
Global Aero Logistics, Inc. Wts., Strike Price $10, Exp. 2/28/115
    266       3  
MediaNews Group, Inc. Wts., Strike Price $0.001, Exp. 3/19/175
    11,668       420  
 
             
Total Rights, Warrants and Certificates
(Cost $191,025)
            534,798  
                 
    Principal          
    Amount          
 
Structured Securities—6.3%
               
Barclays Bank plc:
               
Indonesia (Republic of) Total Return Linked Bonds, 10.50%, 8/19/30
  10,440,000,000  IDR     1,284,836  
Indonesia (Republic of) Total Return Linked Bonds, 10.50%, 8/19/30
  13,870,000,000  IDR     1,706,961  
Indonesia (Republic of) Total Return Linked Bonds, Series 22, 11%, 9/17/25
  10,380,000,000  IDR     1,346,507  
Indonesia (Republic of) Total Return Linked Nts., 10%, 9/18/24
  9,240,000,000  IDR     1,123,631  
Indonesia (Republic of) Total Return Linked Nts., 10%, 9/18/24
  15,630,000,000  IDR     1,900,688  
Indonesia (Republic of) Total Return Linked Nts., Series 51, 10.50%, 8/19/30
  2,650,000,000  IDR     326,132  
Indonesia (Republic of) Total Return Linked Nts., Series 51, 11%, 9/17/25
  2,650,000,000  IDR     343,761  
Citigroup Funding, Inc.:
               
Indonesia (Republic of) Credit Linked Nts., 10%, 9/19/24
  12,730,000,000  IDR     1,548,033  
Indonesia (Republic of) Credit Linked Nts., Series 23, 11%, 9/17/25
  6,920,000,000  IDR     897,671  
Indonesia (Republic of) Total Return Linked Nts., 11%, 9/17/25
  2,100,000,000  IDR     272,415  
Instituto Costarricense De Eletricidad Total Return Linked Nts., 2.288%, 10/25/111
    1,960,000       1,968,017  
Kenya (Republic of) Credit Linked Bonds, Series 5, 14%, 3/9/114
  1,920,000  GHS     1,296,065  
Ukraine (Republic of) Credit Linked Nts., 5.50%, 9/1/151,4
  19,540,000  UAH     2,116,230  
25 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Structured Securities Continued
               
Citigroup Global Markets Holdings, Inc.:
               
Colombia (Republic of) Credit Linked Bonds, 11.25%, 10/25/184
  3,255,000,000  COP   $ 2,043,672  
Colombia (Republic of) Credit Linked Nts., 13.37%, 2/26/154,16
  2,199,000,000  COP     2,566,672  
Colombia (Republic of) Credit Linked Nts., Series 01, 13.37%, 2/26/154,16
  811,000,000  COP     946,599  
Colombia (Republic of) Credit Linked Nts., Series 02, 13.37%, 2/26/154,16
  1,345,000,000  COP     1,569,883  
Colombia (Republic of) Total Return Linked Bonds, Series 2, 11%, 7/27/20
  2,665,000,000  COP     1,688,883  
Dominican Republic Unsec. Credit Linked Nts., 15%, 3/12/124
  49,300,000  DOP     1,356,633  
Credit Suisse First Boston International:
               
Moitk Total Return Linked Nts., 21%, 3/30/115,20
  53,910,000  RUR     5,294  
Russian Oreniz Total Return Linked Nts., 9.24%, 2/24/121
  105,151,500  RUR     3,240,051  
Credit Suisse First Boston, Inc. (Nassau Branch), Russian Specialized Construction & Installation Administration Total Return Linked Nts., 5/20/105,20
  97,250,000  RUR     318  
Credit Suisse Group AG, Russian Moscoblgaz Finance Total Return Linked Nts., 9.25%, 6/27/12
  74,550,000  RUR     2,233,059  
Credit Suisse International:
               
OAO Gazprom Total Return Linked Nts., 13.12%, 6/28/121
  41,550,000  RUR     1,487,378  
OAO Gazprom Total Return Linked Nts., 13.12%, 6/28/121
  30,880,000  RUR     1,105,421  
OAO Gazprom Total Return Linked Nts., 13.12%, 6/28/121
  44,460,000  RUR     1,591,548  
Deutsche Bank AG:
               
Arrendadora Capita Corp. SA de CV/Capita Corp. (The) de Mexico SA de CV Credit Linked Nts., 9.09%, 1/7/11
  405,418  MXN     31,432  
Arrendadora Capita Corp. SA de CV/Capita Corp. (The) de Mexico SA de CV Credit Linked Nts., 9.65%, 1/7/11
  269,791  MXN     20,917  
Coriolanus Ltd. Sec. Credit Linked Bonds, Series 128, 3.01%, 4/30/254,11
    1,966,981       1,266,194  
Coriolanus Ltd. Sec. Credit Linked Bonds, 3.064%, 4/30/254,11
    2,506,237       1,613,327  
Coriolanus Ltd. Sec. Credit Linked Bonds, 3.103%, 4/30/254,11
    2,163,734       1,392,849  
Deutsche Bank AG: Continued Coriolanus Ltd. Sec. Credit Linked Bonds, 3.138%, 4/30/254,11
    1,934,106       1,245,032  
Coriolanus Ltd. Sec. Credit Linked Bonds, 3.191%, 4/30/254,11
    2,408,118       1,550,165  
Coriolanus Ltd. Sec. Credit Linked Bonds, 3.242%, 4/30/254,11
    2,748,501       1,769,278  
Coriolanus Ltd. Sec. Credit Linked Bonds, 3.269%, 4/30/254,11
    2,195,731       1,413,446  
Coriolanus Ltd. Sec. Credit Linked Bonds, 3.346%, 4/30/254,11
    2,063,894       1,328,580  
Coriolanus Ltd. Sec. Credit Linked Nts., 10.855%, 12/31/174,16
  17,990,000  BRR     9,118,855  
Coriolanus Ltd. Sec. Credit Linked Nts., Series 113, 9%, 4/26/111,4
    655,000       717,618  
Indonesia (Republic of) Credit Linked Nts., 10.50%, 8/23/30
  40,660,000,000  IDR     5,003,969  
Indonesia (Republic of) Credit Linked Nts., 12.80%, 6/22/21
  11,690,000,000  IDR     1,747,590  
Indonesia (Republic of) Credit Linked Nts., Series 02, 12.80%, 6/22/21
  14,700,000,000  IDR     2,197,568  
Indonesia (Republic of) Credit Linked Nts., Series 03, 11%, 9/17/25
  6,740,000,000  IDR     874,322  
JSC Gazprom Total Return Linked Nts., 13.12%, 6/28/121
  38,600,000  RUR     1,381,776  
Opic Reforma I Credit Linked Nts., Cl. 1A, 7.905%, 9/24/141,4
  14,850,000  MXN     1,205,113  
Opic Reforma I Credit Linked Nts., Cl. 1B, 7.905%, 9/24/141,4
  2,970,000  MXN     241,023  
Opic Reforma I Credit Linked Nts., Cl. 1C, 7.905%, 9/24/141,4
  4,950,000  MXN     401,704  
Opic Reforma I Credit Linked Nts., Cl. 1D, 7.905%, 9/24/141,4
  2,475,000  MXN     200,852  
Opic Reforma I Credit Linked Nts., Cl. 1E, 7.905%, 9/24/141,4
  3,465,000  MXN     281,193  
Opic Reforma I Credit Linked Nts., Cl. 2A, 8.405%, 5/22/151,4
  1,417,014  MXN     114,994  
Opic Reforma I Credit Linked Nts., Cl. 2B, 8.405%, 5/22/151,4
  2,479,100  MXN     201,185  
Opic Reforma I Credit Linked Nts., Cl. 2C, 8.405%, 5/22/151,4
  37,378,810  MXN     3,033,380  
Opic Reforma I Credit Linked Nts., Cl. 2D, 8.405%, 5/22/151,4
  2,724,116  MXN     221,069  
Opic Reforma I Credit Linked Nts., Cl. 2E, 8.405%, 5/22/151,4
  1,979,122  MXN     160,610  
Opic Reforma I Credit Linked Nts., Cl. 2F, 8.405%, 5/22/151,4
  1,263,966  MXN     102,574  
Opic Reforma I Credit Linked Nts., Cl. 2G, 8.405%, 5/22/151,4
  232,771  MXN     18,890  
Ukraine (Republic of) 5.5 yr. Total Return Linked Nts., 4.05%, 3/1/11
    885,000       858,848  
26 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

                 
    Principal        
    Amount     Value  
 
Structured Securities Continued
               
Deutsche Bank AG: Continued
               
Ukraine (Republic of) 6 yr. Total Return Linked Nts., 4.05%, 8/30/11
  $ 885,000     $ 760,472  
Ukraine (Republic of) 6.5 yr. Total Return Linked Nts., 4.05%, 2/29/12
    885,000       674,441  
Ukraine (Republic of) 7 yr. Total Return Linked Nts., 4.05%, 8/30/12
    885,000       607,800  
United Mexican States Credit Linked Nts., 9.52%, 1/7/11
  268,599  MXN     20,825  
Eirles Two Ltd. Sec. Nts.:
               
Series 324, 3.653%, 4/30/121,4
    4,100,000       3,685,900  
Series 335, 2.103%, 4/30/121,4
    6,300,000       5,993,190  
Goldman Sachs & Co., Turkey (Republic of) Credit Linked Nts., 14.802%, 3/29/172,11
  21,980,000  TRY     7,535,666  
Goldman Sachs Capital Markets LP, Colombia (Republic of) Credit Linked Nts., 10.476%, 2/8/374,11
  63,720,800,000  COP     1,954,768  
Hallertau SPC Credit Linked Nts.:
               
Series 2007-01, 2.51%, 12/20/171,4
    6,250,000       5,625,000  
Series 2008-01, 9.888%, 8/2/104,5,11,20
  14,337,604  BRR     863,711  
Series 2008-2A, 6.752%, 9/17/131,4
    13,358,125       13,653,340  
JPMorgan Chase & Co.:
               
Colombia (Republic of) Credit Linked Nts., 11%, 7/28/204
  1,315,000,000  COP     833,313  
Indonesia (Republic of) Credit Linked Bonds, 8.25%, 7/19/212
  13,410,000,000  IDR     1,531,103  
Indonesia (Republic of) Credit Linked Bonds, Series 04, 11%, 9/17/252
  2,650,000,000  IDR     343,761  
Indonesia (Republic of) Credit Linked Nts., Series 04, 10.50%, 8/19/302
  6,700,000,000  IDR     824,560  
Indonesia (Republic of) Total Return Linked Nts., 10.50%, 8/19/302
  1,190,000,000  IDR     146,452  
Indonesia (Republic of) Total Return Linked Nts., Series 53, 11%, 9/17/252
  2,100,000,000  IDR     272,415  
JSC Gazprom Credit Linked Nts., Series 4, 13.12%, 6/28/121
  45,990,000  RUR     1,646,318  
JPMorgan Chase Bank NA:
               
Export-Import Bank Total Return Linked Bonds, 6.55%, 3/13/13
  225,000,000  INR     4,806,944  
Indonesia (Republic of) Credit Linked Nts., Series 2, 10.50%, 8/19/302
  24,100,000,000  IDR     2,965,953  
Indonesia (Republic of) Credit Linked Nts., Series 2, 11%, 9/17/252
  15,710,000,000  IDR     2,037,922  
Indonesia (Republic of) Credit Linked Nts., Series 3, 11%, 9/17/252
  7,420,000,000  IDR     962,532  
Russian Federation Credit Linked Bonds, 10%, 9/30/111,2
  130,790,000  RUR     4,440,930  
LB Peru Trust II Certificates, Series 1998-A, 2/28/1620
    363,871       36,387  
Lehman Brothers Treasury Co. BV, Microvest Capital Management LLC Credit Linked Nts., 7.55%, 5/24/124
    2,058,126       1,246,813  
Merrill Lynch, Colombia (Republic of) Credit Linked Nts., 10%, 11/17/164
  1,784,000,000  COP     999,876  
Morgan Stanley:
               
Peru (Republic of) Credit Linked Nts., 6.25%, 3/23/172
  4,885,000  PEN     1,495,935  
Russian Federation Total Return Linked Bonds, Series 007, Cl. VR, 5%, 8/22/34
  74,728,733  RUR     1,154,894  
Morgan Stanley Capital Services, Inc.:
               
Brazil (Federal Republic of) Credit Linked Nts., 12.551%, 1/5/222,11
  28,914,000  BRR     2,586,201  
GISAD Sr. Unsec. Credit Linked Nts., 166.572%, 4/2/1311
  6,386,000  EUR     426,683  
United Mexican States Credit Linked Nts., 5.64%, 11/20/154
    2,000,000       1,803,200  
Standard Bank Group Ltd., Ghana (Republic of) Credit Linked Bonds, 10.915%, 3/23/114,11
  1,200,000  GHS     786,057  
Standard Charter Bank, Kenya (Republic of) Credit Linked Bonds, 14%, 3/9/111,4
  730,000  GHS     492,636  
UBS AG, Ghana (Republic of) Credit Linked Nts., 14.47%, 12/28/114
  1,222,052  GHS     838,824  
 
             
Total Structured Securities
(Cost $166,068,663)
            149,735,533  
 
               
Event-Linked Bonds—1.8%
               
Akibare Ltd. Catastrophe Linked Nts., Cl. A, 3.234%, 5/22/121,2
    1,484,000       1,494,388  
Atlas V Capital Ltd. Catastrophe Linked Nts., Series 2, 11.79%, 2/24/121,2
    644,000       676,071  
Blue Fin Ltd. Catastrophe Linked Nts., 9.25%, 5/28/131,2
    334,000       341,749  
Caelus Re Ltd. Catastrophe Linked Nts., 6.50%, 6/7/111,2
    449,000       453,277  
27 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Principal        
    Amount     Value  
 
Event-Linked Bonds Continued
               
Calypso Capital Ltd. Catastrophe Linked Nts., Series 2010-1, Cl. A, 4.514%, 1/10/141,2
  608,000  EUR   $ 809,693  
East Lane Re II Ltd. Catastrophe Linked Nts., 14.79%, 4/7/111,2
    2,207,000       2,250,974  
East Lane Re III Ltd. Catastrophe Linked Nts., 10.54%, 3/16/121,2
    2,651,000       2,759,691  
Fhu-Jin Ltd. Catastrophe Linked Nts., Cl. B, 4.186%, 8/10/111,2
    2,263,000       2,279,746  
Foundation Re III Ltd. Catastrophe Linked Nts., Series 1-A, 5.75%, 2/3/141,2
    985,000       980,272  
Lodestone Re Ltd. Catastrophe Linked Nts., Series A-2, 7.25%, 1/8/141
    1,020,000       1,021,352  
Longpoint Re Ltd. Catastrophe Linked Nts.:
               
5.40%, 12/18/131,2
    1,505,000       1,523,512  
5.40%, 12/24/121,2
    1,287,000       1,306,949  
Mariah Re Ltd. Catastrophe Linked Nts.:
               
6.25%, 1/8/141,2
    311,000       313,939  
Series 2010, 8.50%, 1/8/171,2
    649,000       650,574  
Merna Reinsurance II Ltd. Catastrophe Linked Nts., 3.65%, 4/8/131,2
    1,532,000       1,551,610  
Midori Ltd. Catastrophe Linked Nts., 3.039%, 10/24/121,2
    2,604,000       2,601,656  
Montana Re Ltd. Catastrophe Linked Nts.:
               
9.803%, 1/8/141,2
    1,129,000       1,129,790  
12.203%, 1/8/141,2
    370,000       370,148  
16.703%, 1/8/141,2
    541,000       540,973  
Multicat Mexico 2009 Ltd. Catastrophe Linked Nts.:
               
10.372%, 10/19/121,2
    471,000       499,684  
11.622%, 10/19/121,2
    1,407,000       1,505,771  
Muteki Ltd. Catastrophe Linked Nts., 4.684%, 5/24/111,2
    1,650,000       1,658,250  
Redwood Capital XI Ltd. Catastrophe Linked Nts., 6.25%, 1/10/111,2
    1,046,000       1,045,974  
Residential Reinsurance 2007 Ltd. Catastrophe Linked Nts., Series CL2, 11.796%, 6/6/111,2
    2,035,000       2,093,608  
Residential Reinsurance Ltd. Catastrophe Linked Nts.:
               
6.60%, 6/6/131,2
    710,000       714,562  
8.90%, 6/6/131,2
    421,000       435,556  
13%, 6/6/131,2
    421,000       439,503  
13%, 6/6/131,2
    710,000       723,277  
Series CL1, 6.377%, 6/6/131,2
    830,000       825,186  
Series CL2, 7.377%, 6/6/131,2
    467,000       466,510  
Series CL3, 10.877%, 6/6/131,2
    250,000       249,494  
Successor X Ltd. Catastrophe Linked Nts.:
               
12.887%, 12/13/131,2
    498,000       498,560  
14.637%, 12/13/131,2
    332,000       332,365  
16.75%, 4/4/131,2
    1,394,000       1,307,363  
Vega Capital Ltd. Catastrophe Linked Nts.:
               
5.65%, 12/13/131,2
    669,000       670,221  
Series D, 0%, 6/24/112,11
    3,304,000       6,434,540  
 
             
Total Event-Linked Bonds
(Cost $39,421,616)
            42,956,788  
                                 
    Expiration     Strike                
    Date     Price     Contracts          
 
Options Purchased—0.0%
                               
Polish Zloty (PLZ) Put5
    1/6/11     $ 2.97       117,685,000       284,994  
Polish Zloty (PLZ) Put5
    1/6/11       3.00       118,900,000       166,044  
Polish Zloty (PLZ) Put5
    1/14/11       3.00       118,920,000       391,445  
 
                             
Total Options Purchased
(Cost $1,592,838)
                            842,483  
                 
    Shares          
 
Investment Companies—18.5%
               
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%12,18
    2,438,711       2,438,711  
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%18,19
    83,436,389       83,436,389  
Oppenheimer Master Event-Linked Bond Fund, LLC19
    1,103,918       12,419,505  
Oppenheimer Master Loan Fund, LLC19
    29,466,809       341,533,974  
 
             
Total Investment Companies
(Cost $431,488,334)
            439,828,579  
Total Investments, at Value
(Cost $2,378,722,901)
    101.8 %     2,424,268,158  
Liabilities in Excess of Other Assets
    (1.8 )     (42,173,546 )
     
 
               
Net Assets
    100.0 %   $ 2,382,094,612  
     
28 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

Footnotes to Statement of Investments
Principal amount is reported in U.S. Dollars, except for those denoted in the following currencies:
 
     
ARP
  Argentine Peso
AUD
  Australian Dollar
BRR
  Brazilian Real
CAD
  Canadian Dollar
COP
  Colombian Peso
DKK
  Danish Krone
DOP
  Dominican Republic Peso
EGP
  Egyptian Pound
EUR
  Euro
GBP
  British Pound Sterling
GHS
  Ghana Cedi
HUF
  Hungarian Forint
IDR
  Indonesia Rupiah
ILS
  Israeli Shekel
INR
  Indian Rupee
JPY
  Japanese Yen
KRW
  South Korean Won
MXN
  Mexican Nuevo Peso
MYR
  Malaysian Ringgit
NOK
  Norwegian Krone
NZD
  New Zealand Dollar
PEN
  Peruvian New Sol
PHP
  Philippines Peso
PLZ
  Polish Zloty
RUR
  Russian Ruble
SEK
  Swedish Krona
TRY
  New Turkish Lira
UAH
  Ukraine Hryvnia
ZAR
  South African Rand
 
1.   Represents the current interest rate for a variable or increasing rate security.
 
2.   Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $508,214,125 or 21.33% of the Fund’s net assets as of December 31, 2010.
 
3.   Issue is in default. See Note 1 of the accompanying Notes.
 
4.   Restricted security. The aggregate value of restricted securities as of December 31, 2010 was $133,147,001, which represents 5.59% of the Fund’s net assets.
See Note 6 of the accompanying Notes. Information concerning restricted securities is as follows:
                                 
                            Unrealized  
    Acquisition                     Appreciation  
Security   Dates     Cost     Value     (Depreciation)  
 
Aeropuertos Argentina 2000 SA, 10.75% Sr. Sec. Nts., 12/1/20
    12/15/10     $ 570,000     $ 595,650     $ 25,650  
American Media, Inc.
    2/2/09       34,604             (34,604 )
Arco Capital Corp. Ltd.
    2/27/07       10,359,570       1,381,276       (8,978,294 )
ASG Warrant Corp. Wts., Strike Price $0.01, Exp. 5/15/18
    4/28/10-8/19/10       189,000       534,375       345,375  
Ashtead Capital, Inc., 9% Nts., 8/15/16
    12/18/09-2/11/10       1,065,330       1,110,350       45,020  
Autopistas del Nordeste Cayman Ltd., 9.39% Nts., 1/15/26
    11/21/06-10/20/09       2,609,456       2,542,799       (66,657 )
Banco BMG SA, 9.15% Nts., 1/15/16
    12/15/05-7/31/07       2,661,099       2,860,830       199,731  
Banco de Credito del Peru, 9.75% Jr. Sub. Nts., 11/6/69
    10/30/09       800,000       932,000       132,000  
Banco de Credito del Peru, 6.95% Sub. Nts., 11/7/21
    10/31/06-11/18/09       1,502,244       1,585,500       83,256  
Belize (Government of) Unsec. Unsub. Bonds, 6%, 2/20/29
    2/9/10-3/3/10       538,279       734,550       196,271  
Citigroup Funding, Inc., Kenya (Republic of) Credit Linked Bonds, Series 5, 14%, 3/9/11
    9/28/10       1,362,380       1,296,065       (66,315 )
Citigroup Funding, Inc., Ukraine (Republic of) Credit Linked Nts., 5.50%, 9/1/15
    9/7/10       2,016,865       2,116,230       99,365  
Citigroup Global Markets Holdings, Inc., Colombia (Republic of) Credit Linked Bonds, 11.25%, 10/25/18
    12/9/08       1,373,150       2,043,672       670,522  
Citigroup Global Markets Holdings, Inc., Colombia (Republic of) Credit Linked Nts., 13.37%, 2/26/15
    7/18/08       1,905,640       2,566,672       661,032  
Citigroup Global Markets Holdings, Inc., Colombia (Republic of) Credit Linked Nts., Series 01, 13.37%, 2/26/15
    7/31/08       711,003       946,599       235,596  
Citigroup Global Markets Holdings, Inc., Colombia (Republic of) Credit Linked Nts., Series 02, 13.37%, 2/26/15
    8/8/08       1,188,111       1,569,883       381,772  
Citigroup Global Markets Holdings, Inc., Dominican Republic Unsec. Credit Linked Nts., 15%, 3/12/12
    3/7/07       1,479,820       1,356,633       (123,187 )
Deutsche Alt-A Securities, Inc., Mtg. Pass-Through Certificates, Series 2007-RS1, Cl. A2, 0.761%, 1/27/37
    5/29/08       1,038,846       400,042       (638,804 )
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Bonds, 3.346%, 4/30/25
    4/16/09       1,302,929       1,328,580       25,651  
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Bonds, 3.269%, 4/30/25
    8/18/09       1,395,976       1,413,446       17,470  
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Bonds, 3.242%, 4/30/25
    9/25/09       1,751,716       1,769,278       17,562  
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Bonds, 3.191%, 4/30/25
    12/17/09       1,542,421       1,550,165       7,744  
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Bonds, 3.138%, 4/30/25
    3/30/10       1,245,315       1,245,032       (283 )
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Bonds, 3.103%, 4/30/25
    5/18/10       1,398,472       1,392,849       (5,623 )
29 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
                                 
                            Unrealized  
    Acquisition                     Appreciation  
Security   Dates     Cost     Value     (Depreciation)  
 
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Bonds, 3.064%, 4/30/25
    7/16/10     $ 1,626,190     $ 1,613,327     $ (12,863 )
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Bonds, Series 128, 3.01%, 4/30/25
    10/8/10       1,284,012       1,266,194       (17,818 )
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Nts., Series 113, 9%, 4/26/11
    12/8/08       653,473       717,618       64,145  
Deutsche Bank AG, Coriolanus Ltd. Sec. Credit Linked Nts., 10.855%, 12/31/17
    9/19/07       7,651,611       9,118,855       1,467,244  
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 1A, 7.905%, 9/24/14
    12/27/07       1,364,764       1,205,113       (159,651 )
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 1B, 7.905%, 9/24/14
    6/12/08       286,334       241,023       (45,311 )
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 1C, 7.905%, 9/24/14
    8/12/08       487,085       401,704       (85,381 )
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 1D, 7.905%, 9/24/14
    8/6/09       189,935       200,852       10,917  
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 1E, 7.905%, 9/24/14
    9/10/09       259,017       281,193       22,176  
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2A, 8.405%, 5/22/15
    5/21/08       136,622       114,994       (21,628 )
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2B, 8.405%, 5/22/15
    6/12/08       239,007       201,185       (37,822 )
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2C, 8.405%, 5/22/15
    6/18/08       3,626,317       3,033,380       (592,937 )
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2D, 8.405%, 5/22/15
    7/8/08       264,086       221,069       (43,017 )
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2E, 8.405%, 5/22/15
    7/15/08       192,185       160,610       (31,575 )
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2F, 8.405%, 5/22/15
    8/8/08       124,426       102,574       (21,852 )
Deutsche Bank AG, Opic Reforma I Credit Linked Nts., Cl. 2G, 8.405%, 5/22/15
    8/22/08       22,959       18,890       (4,069 )
Deutsche Mortgage & Asset Receiving, Commercial Mtg. Pass-Through Certificates, Interest-Only Stripped Mtg. Backed Security, Series 2010-C1, Cl. XPA, 4.82%, 9/1/20
    10/27/10       531,543       520,100       (11,443 )
Eirles Two Ltd. Sec. Nts., Series 324, 3.653%, 4/30/12
    4/17/07       4,103,577       3,685,900       (417,677 )
Eirles Two Ltd. Sec. Nts., Series 335, 2.103%, 4/30/12
    9/17/07       6,230,062       5,993,190       (236,872 )
Embarcadero Aircraft Securitization Trust, Airplane Receivable Nts., Series 2000-A, Cl. B, 8/15/25
    8/17/00       1,820,063             (1,820,063 )
Ford Credit Auto Lease Trust, Automobile Receivable Nts., Series 2010-B, Cl. A2, 0.75%, 10/15/12
    10/21/10       619,988       620,001       13  
Goldman Sachs Capital Markets LP, Colombia (Republic of) Credit Linked Nts., 10.476%, 2/8/37
    1/18/07       5,278,228       1,954,768       (3,323,460 )
Hallertau SPC Credit Linked Nts., Series 2007-01, 2.51%, 12/20/17
    12/13/07       6,250,000       5,625,000       (625,000 )
Hallertau SPC Credit Linked Nts., Series 2008-01, 9.888%, 8/2/10
    4/18/08-10/1/08       7,188,001       863,711       (6,324,290 )
Hallertau SPC Credit Linked Nts., Series 2008-2A, 6.752%, 9/17/13
    10/23/08       13,478,173       13,653,340       175,167  
HSBK Europe BV, 9.25% Sr. Nts., 10/16/13
    4/9/08-1/11/10       8,540,143       9,240,950       700,807  
Ice 1 Em CLO Ltd./Ice 1 Em CLO Corp., Sr. Sec. Sub. Term Nts., Series 2007-1A, Cl. B, 2.294%, 8/15/22
    11/6/07       6,952,926       4,879,400       (2,073,526 )
Ice 1 Em CLO Ltd./Ice 1 Em CLO Corp., Sr. Sec. Sub. Term Nts., Series 2007-1A, Cl. C, 3.594%, 8/15/22
    6/8/07       5,270,000       2,951,200       (2,318,800 )
Ice 1 Em CLO Ltd./Ice 1 Em CLO Corp., Sr. Sec. Sub. Term Nts., Series 2007-1A, Cl. D, 5.594%, 8/15/22
    6/8/07       5,270,000       2,740,400       (2,529,600 )
Interactive Data Corp., 10.25% Sr. Nts., 8/1/18
    7/20/10       965,000       1,056,675       91,675  
JPMorgan Chase & Co., Colombia (Republic of) Credit Linked Nts., 11%, 7/28/20
    8/24/10       917,005       833,313       (83,692 )
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mtg. Pass-Through Certificates, Series 2007-LDPX, Cl. A2S2, 5.187%, 1/1/49
    7/14/10       1,372,625       1,404,178       31,553  
JPMorgan Hipotecaria su Casita, 7.555% Sec. Nts., 8/26/35
    3/21/07       526,714       458,574       (68,140 )
Lehman Brothers Treasury Co. BV, Microvest Capital Management LLC Credit Linked Nts., 7.55%, 5/24/12
    6/20/07       2,067,984       1,246,813       (821,171 )
Merrill Lynch, Colombia (Republic of) Credit Linked Nts., 10%, 11/17/16
    10/20/06       762,393       999,876       237,483  
Morgan Stanley Capital Services, Inc., United Mexican States Credit Linked Nts., 5.64%, 11/20/15
    11/3/05       2,000,000       1,803,200       (196,800 )
NC Finance Trust, Collateralized Mtg. Obligation Pass-Through Certificates, Series 1999-I, Cl. ECFD, 1/25/29
    8/10/10       66,025       8,009       (58,016 )
Panama Canal Railway Co., 7% Sr. Sec. Nts., 11/1/26
    10/29/07-2/28/08       1,399,291       1,290,313       (108,978 )
Peru (Republic of) Sr. Unsec. Nts., 7.84%, 8/12/20
    11/10/10       2,674,159       2,652,722       (21,437 )
Real Time Data Co., 11% Nts., 5/31/09
    6/30/99-5/31/01       110,538             (110,538 )
30 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

                                 
                            Unrealized  
    Acquisition                     Appreciation  
Security   Dates     Cost     Value     (Depreciation)  
 
Salisbury International Investments Ltd., 4.439% Sec. Nts., Series 2006-003, Tranche E, 7/20/11
    7/12/06     $ 1,100,000     $ 999,460     $ (100,540 )
Southern States Cooperative, Inc., 11.25% Sr. Nts., 5/15/15
    9/22/10-9/23/10       2,700,941       2,705,100       4,159  
Standard Bank Group Ltd., Ghana (Republic of) Credit Linked Bonds, 10.915%, 3/23/11
    9/22/10       820,477       786,057       (34,420 )
Standard Charter Bank, Kenya (Republic of) Credit Linked Bonds, 14%, 3/9/11
    9/23/10       514,654       492,636       (22,018 )
Tengizchevroil LLP, 6.124% Nts., 11/15/14
    4/29/05-3/16/10       1,110,357       1,124,235       13,878  
Tower Automotive Holdings USA LLC/TA Holdings Finance, Inc., 10.625% Sr. Sec. Nts., 9/1/17
    8/13/10-12/31/10       5,487,635       6,056,640       569,005  
UBS AG, Ghana (Republic of) Credit Linked Nts., 14.47%, 12/28/11
    12/22/06       1,335,951       838,824       (497,127 )
Wallace Theater Holdings, Inc., 12.50% Sr. Sec. Nts., 6/15/13
    9/30/10-10/6/10       2,267,713       2,280,175       12,462  
Yapi ve Kredit Bankasi/Unicredit Luxembourg SA, 5.188% Sr. Unsec. Nts., 10/13/15
    10/4/10       1,170,000       1,211,184       41,184  
             
 
          $ 159,352,415     $ 133,147,001     $ (26,205,414 )
             
 
5.   Non-income producing security.
 
6.   Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $11,548,074 or 0.48% of the Fund’s net assets as of December 31, 2010.
 
7.   When-issued security or delayed delivery to be delivered and settled after December 31, 2010. See Note 1 of the accompanying Notes.
 
8.   The current amortization rate of the security’s cost basis exceeds the future interest payments currently estimated to be received. Both the amortization rate and interest payments are contingent on future mortgage pre-payment speeds and are therefore subject to change.
 
9.   All or a portion of the security position is held in collateral accounts to cover the Fund’s obligations under certain derivative contracts. The aggregate market value of such securities is $2,608,409 See Note 5 of the accompanying Notes.
 
10.   All or a portion of the security position is held in collateralized accounts to cover initial margin requirements on open futures contracts and written options on futures, if applicable. The aggregate market value of such securities is $10,692,420. See Note 5 of the accompanying Notes.
 
11.   Zero coupon bond reflects effective yield on the date of purchase.
 
12.   Interest rate is less than 0.0005%.
 
13.   Interest or dividend is paid-in-kind, when applicable.
 
14.   This Senior Loan will settle after December 31, 2010, at which time the interest rate will be determined.
 
15.   This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest. Rate reported represents the current interest rate for this variable rate security.
 
16.   Denotes an inflation-indexed security: coupon and principal are indexed to a consumer price index.
 
17.   Denotes a step bond: a zero coupon bond that converts to a fixed or variable interest rate at a designated future date.
 
18.   Rate shown is the 7-day yield as of December 31, 2010.
 
19.   Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:
                                 
    Shares     Gross     Gross     Shares  
    December 31, 2009     Additions     Reductions     December 31, 2010  
 
OFI Liquid Assets Fund, LLC
    37,599,500       37,255,066       74,854,566        
Oppenheimer Institutional Money Market Fund, Cl. E
    76,771,099       2,814,490,231       2,807,824,941       83,436,389  
Oppenheimer Master Event-Linked Bond Fund, LLC
    1,404,749             300,831       1,103,918  
Oppenheimer Master Loan Fund, LLC
    33,609,439       19,048,496       23,191,126       29,466,809  
31 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
                         
                    Realized  
    Value     Income     Gain (Loss)  
 
OFI Liquid Assets Fund, LLC
  $     $ 36,907 a   $  
Oppenheimer Institutional Money Market Fund, Cl. E
    83,436,389       298,773        
Oppenheimer Master Event-Linked Bond Fund, LLC
    12,419,505       1,165,940 b     (91,384 )b
Oppenheimer Master Loan Fund, LLC
    341,533,974       33,499,603 c     11,177,915 c
     
 
  $ 437,389,868     $ 35,001,223     $ 11,086,531  
     
 
a.   Net of compensation to the securities lending agent and rebates paid to the borrowing counterparties.
 
b.   Represents the amount allocated to the Fund from Oppenheimer Master Event-Linked Bond Fund, LLC.
 
c.   Represents the amount allocated to the Fund from Oppenheimer Master Loan Fund, LLC.
20. The reference asset underlying the structured security is in default. See Note 1 of the accompanying Notes.
Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
1) Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
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)
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 table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
                                 
                    Level 3 –        
    Level 1 –     Level 2 –     Significant        
    Unadjusted     Other Significant     Unobservable        
    Quoted Prices     Observable Inputs     Inputs     Value  
 
Assets Table
                               
Investments, at Value:
                               
Asset-Backed Securities
  $     $ 25,207,452     $ 10,800,935     $ 36,008,387  
Mortgage-Backed Obligations
          356,158,118       1,581,294       357,739,412  
U.S. Government Obligations
          77,424,320             77,424,320  
Foreign Government Obligations
          555,733,839             555,733,839  
Loan Participations
          11,124,996             11,124,996  
Corporate Bonds and Notes
          714,302,091       1,744,997       716,047,088  
Preferred Stocks
          7,028,182       4,844,088       11,872,270  
Common Stocks
    13,410,229       6,649,094       4,360,342       24,419,665  
Rights, Warrants and Certificates
          534,375       423       534,798  
Structured Securities
          148,446,721       1,288,812       149,735,533  
Event-Linked Bonds
          42,956,788             42,956,788  
Options Purchased
          842,483             842,483  
Investment Companies
    439,828,579                   439,828,579  
     
Total Investments, at Value
    453,238,808       1,946,408,459       24,620,891       2,424,268,158  
Other Financial Instruments:
                               
Appreciated swaps, at value
          4,207,790             4,207,790  
Depreciated swaps, at value
          213,971             213,971  
Futures margins
    1,746,212                   1,746,212  
Foreign currency exchange contracts
          4,596,926             4,596,926  
     
Total Assets
  $ 454,985,020     $ 1,955,427,146     $ 24,620,891     $ 2,435,033,057  
     
Liabilities Table
                               
Other Financial Instruments:
                               
Appreciated swaps, at value
  $     $ (656,155 )   $     $ (656,155 )
Depreciated swaps, at value
          (8,160,199 )           (8,160,199 )
Futures margins
    (609,835 )                 (609,835 )
Foreign currency exchange contracts
          (13,070,372 )           (13,070,372 )
     
Total Liabilities
  $ (609,835 )   $ (21,886,726 )   $     $ (22,496,561 )
     
32 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
The table below shows the significant transfers between Level 2 and Level 3. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
                 
    Transfers out of     Transfers into  
    Level 2*     Level 3*  
 
Assets Table
               
Investments, at Value:
               
Common Stocks
               
Consumer Discretionary
  $ (16 )   $ 16  
Financials
    (1,726,595 )     1,726,595  
Asset-Backed Securities
    (9,465,000 )     9,465,000  
Mortgage-Backed Obligations
    (1,581,294 )     1,581,294  
Corporate Bonds and Notes
    (902,993 )     902,993  
Structured Securities
    (32,500 )     32,500  
     
Total Assets
  $ (13,708,398 )   $ 13,708,398  
     
 
*   Transferred from Level 2 to Level 3 because of the lack of observable market data due to a decrease in market activity for these securities.
The following is a reconciliation of assets in which significant unobservable inputs (level 3) were used in determining fair value:
                                                         
                    Change in     Accretion/                    
                    Unrealized     (Amortization)     Net     Transfers in     Value as of  
    Value as of     Realized     Appreciation/     of Premium/     Purchases     and/or out     December 31,  
    December 31, 2009     Gain (Loss)     Depreciation     Discount1     (Sales)     of Level 3     2010  
 
Assets Table
                                                       
Investments, at Value:
                                                       
Asset-Backed Securities
  $ 1,445,549     $     $ 1,201,850     $ 6,973     $ (1,318,437 )   $ 9,465,000     $ 10,800,935  
Mortgage-Backed Obligations
                45,749       41,375       (712,696 )     2,206,866       1,581,294  
Foreign Government Obligations
    290,296                               (290,296 )      
Corporate Bonds and Notes
          (3,162,655 )     3,262,017             731,723       913,912       1,744,997  
Preferred Stocks
                284,088             4,560,000             4,844,088  
Common Stocks
    2,168       1,168       (3,885,767 )           6,516,162       1,726,611       4,360,342  
Rights, Warrants and Certificates
    3             420                         423  
Structured Securities
    7,574,561       (1,894,128 )     851,452       (90,646 )     (5,475,222 )     322,795       1,288,812  
     
Total Assets
  $ 9,312,577     $ (5,055,615 )   $ 1,759,809     $ (42,298 )   $ 4,301,530     $ 14,344,888     $ 24,620,891  
     
 
1.   Included in net investment income.
33 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:
                 
Geographic Holdings   Value     Percent  
 
United States
  $ 1,437,863,268       59.3 %
Brazil
    120,230,627       5.0  
Mexico
    72,780,616       3.0  
Japan
    72,313,927       3.0  
Russia
    68,443,986       2.8  
Turkey
    57,737,556       2.4  
South Africa
    52,509,644       2.2  
Indonesia
    52,195,131       2.1  
Colombia
    34,599,381       1.4  
Poland
    33,518,479       1.4  
Supranational
    33,410,175       1.4  
Korea, Republic of South
    28,783,657       1.2  
Argentina
    27,990,976       1.1  
Peru
    25,270,331       1.0  
Israel
    23,365,908       1.0  
Ukraine
    22,725,255       0.9  
Venezuela
    22,128,851       0.9  
Canada
    21,256,301       0.9  
India
    19,536,588       0.8  
Egypt
    18,804,838       0.8  
Kazakhstan
    18,357,110       0.8  
Philippines
    15,949,104       0.7  
United Kingdom
    13,064,624       0.5  
Italy
    11,747,006       0.5  
The Netherlands
    11,362,646       0.5  
Germany
    11,043,189       0.5  
Uruguay
    9,323,001       0.4  
Greece
    8,753,270       0.4  
Panama
    8,027,826       0.3  
Ghana
    6,204,145       0.3  
Australia
    6,123,830       0.2  
Dominican Republic
    5,739,682       0.2  
New Zealand
    4,885,052       0.2  
Spain
    4,345,515       0.2  
Hungary
    4,303,643       0.2  
Ireland
    3,964,995       0.2  
Malaysia
    3,573,619       0.1  
France
    3,391,757       0.1  
Bermuda
    3,016,725       0.1  
Trinidad & Tobago
    2,867,900       0.1  
Belgium
    2,828,655       0.1  
Cayman Islands
    2,630,400       0.1  
Chile
    2,529,479       0.1  
Costa Rica
    1,968,017       0.1  
Austria
    1,839,440       0.1  
Qatar
    1,690,700       0.1  
United Arab Emirates
    1,554,205       0.1  
Luxembourg
    1,533,188       0.1  
Sri Lanka
    1,354,938       0.1  
Denmark
    961,735        
European Union
    809,693        
34 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

                 
Geographic Holdings Continued   Value     Percent  
 
Marshall Islands
  $ 755,213       %
Belize
    734,550        
Sweden
    709,807        
Finland
    576,642        
Norway
    281,362        
     
Total
  $ 2,424,268,158       100.0 %
     
Foreign Currency Exchange Contracts as of December 31, 2010 are as follows:
                                                 
            Contract                            
Counterparty/           Amount     Expiration             Unrealized     Unrealized  
Contract Description   Buy/Sell     (000's)     Dates     Value     Appreciation     Depreciation  
 
Banc of America:
                                               
Argentine Peso (ARP)
  Buy   24,885  ARP     1/18/11-3/29/11     $ 6,213,506     $ 57,953     $  
Chinese Renminbi (Yuan) (CNY)
  Buy   49,300  CNY     6/7/11       7,489,117       186,615       2,035  
Euro (EUR)
  Sell   6,205  EUR     4/6/11       8,288,880       201,980        
Indian Rupee (INR)
  Buy   213,500  INR     1/13/11       4,763,295       4,044        
Indonesia Rupiah (IDR)
  Buy   4,439,000  IDR     1/10/11       491,894       11       1,163  
Malaysian Ringgit (MYR)
  Buy   24,210  MYR     2/18/11       7,825,923       164,046        
Philippines Peso (PHP)
  Sell   207,000  PHP     1/13/11       4,725,650             44,510  
South Korean Won (KRW)
  Buy   4,514,000  KRW     1/24/11       3,971,706             10,825  
South Korean Won (KRW)
  Sell   8,450,000  KRW     1/24/11       7,434,851             121,999  
Swedish Krona (SEK)
  Buy   7,500  SEK     2/22/11       1,113,091       20,688        
                                     
 
                                    635,337       180,532  
Bank Paribas Asia—FGN
                                               
Swedish Krona (SEK)
  Buy   130,565  SEK     2/9/11       19,386,336             396,765  
Barclay’s Capital:
                                               
Australian Dollar (AUD)
  Buy   3,300  AUD     2/4/11       3,359,514       18,825        
British Pound Sterling (GBP)
  Sell   710  GBP     2/22/11       1,106,496       2,481        
Colombian Peso (COP)
  Buy   1,906,000  COP     7/5/11       999,474             6,331  
Euro (EUR)
  Buy   1,650  EUR     2/22/11       2,204,566       24,421        
Hong Kong Dollar (HKD)
  Buy   36,300  HKD     1/3/11       4,670,270       6,618        
Hong Kong Dollar (HKD)
  Sell   36,300  HKD     2/28/11       4,672,444             6,634  
Hungarian Forint (HUF)
  Buy   795,000  HUF     2/10/11       3,804,889             182,072  
Japanese Yen (JPY)
  Sell   294,000  JPY     1/7/11       3,621,435             130,988  
Norwegian Krone (NOK)
  Buy   6,900  NOK     2/22/11       1,179,427       29,789        
South African Rand (ZAR)
  Buy   272,300  ZAR     2/9/11       41,091,691       1,452,996        
                                     
 
                                    1,535,130       326,025  
Citigroup:
                                               
Chilean Peso (CLP)
  Buy   1,474,000  CLP     2/3/11-2/4/11       3,140,691             9,902  
Chilean Peso (CLP)
  Sell   242,000  CLP     1/7/11-1/14/11       516,784       281       228  
Colombian Peso (COP)
  Buy   1,270,000  COP     7/5/11       665,966             7,774  
Euro (EUR)
  Sell   21,860  EUR     1/7/11-5/10/11       29,207,099       12,535       496,557  
Swiss Franc (CHF)
  Sell   4,680  CHF     1/14/11       5,006,322             318,447  
                                     
 
                                    12,816       832,908  
Citigroup EM:
                                               
Chilean Peso (CLP)
  Buy   248,000  CLP     1/14/11       529,308       8,300        
Colombian Peso (COP)
  Sell   9,047,000  COP     2/18/11       4,756,668       27,929        
Indian Rupee (INR)
  Buy   334,700  INR     3/3/11       7,401,392       53,423        
Indonesia Rupiah (IDR)
  Buy   26,941,000  IDR     2/18/11       2,967,740             13,119  
Mexican Nuevo Peso (MXN)
  Buy   135,490  MXN     1/18/11       10,957,419             62,263  
                                     
 
                                    89,652       75,382  
35 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
Foreign Currency Exchange Contracts: Continued
                                                 
Counterparty/           Amount     Expiration             Unrealized     Unrealized  
Contract Description   Buy/Sell     (000's)     Dates     Value     Appreciation     Depreciation  
 
Credit Suisse:
                                               
British Pound Sterling (GBP)
  Buy   1,400  GBP     3/22/11     $ 2,181,324     $     $ 3,558  
Chilean Peso (CLP)
  Sell   822,000  CLP     1/6/11       1,755,549             16,786  
Euro (EUR)
  Sell   7,725  EUR     2/10/11       10,321,928       373,671        
Hungarian Forint (HUF)
  Buy   924,000  HUF     2/10/11       4,422,286       14,241       189,417  
Japanese Yen (JPY)
  Sell   424,000  JPY     1/12/11       5,223,058             66,695  
New Turkish Lira (TRY)
  Buy   64,385  TRY     2/9/11-2/10/11       41,500,542             3,517,940  
Polish Zloty (PLZ)
  Buy   1,900  PLZ     2/2/11       640,428             16,852  
South African Rand (ZAR)
  Buy   6,760  ZAR     1/7/11       1,025,084       45,307        
Swedish Krona (SEK)
  Buy   11,200  SEK     2/22/11       1,662,216       30,251        
Swedish Krona (SEK)
  Sell   10,100  SEK     2/22/11       1,498,963             27,280  
Swiss Franc (CHF)
  Buy   2,070  CHF     2/22/11       2,215,391       60,827        
Swiss Franc (CHF)
  Sell   3,450  CHF     2/22/11       3,692,318             135,618  
                                     
 
                                    524,297       3,974,146  
Credit Suisse EM:
                                               
Chilean Peso (CLP)
  Buy   822,000  CLP     1/6/11       1,755,549       64,365        
Egyptian Pounds (EGP)
  Buy   26,900  EGP     1/10/11       4,622,998       9,487        
                                     
 
                                    73,852        
Deutsche Bank Capital Corp.:
                                               
Australian Dollar (AUD)
  Sell   611  AUD     1/7/11       624,336             39,853  
British Pound Sterling (GBP)
  Sell   1,520  GBP     1/7/11       2,369,687             3,807  
Canadian Dollar (CAD)
  Buy   1,420  CAD     2/22/11       1,426,593       16,884        
Canadian Dollar (CAD)
  Sell   6,020  CAD     1/7/11-2/22/11       6,050,305             119,576  
Kazakhstan Tenge (KZT)
  Buy   186,200  KZT     2/28/11       1,265,856             5,134  
Swiss Franc (CHF)
  Sell   587  CHF     1/7/11       627,869             42,128  
                                     
 
                                    16,884       210,498  
Deutsche Bank EM:
                                               
Kazakhstan Tenge (KZT)
  Sell   186,200  KZT     2/28/11       1,265,856             11,984  
Russian Ruble (RUR)
  Sell   5,140  RUR     1/12/11       168,095       3,238        
                                     
 
                                    3,238       11,984  
Goldman Sachs EM:
                                               
Brazilian Real (BRR)
  Buy   9,190  BRR     2/2/11       5,493,407       77,969        
Brazilian Real (BRR)
  Sell   27,615  BRR     2/2/11       16,507,120             149,758  
Mexican Nuevo Peso (MXN)
  Buy   154,990  MXN     2/16/11       12,507,742       11,026       46,944  
Mexican Nuevo Peso (MXN)
  Sell   41,400  MXN     2/2/11       3,344,612             136,304  
South African Rand (ZAR)
  Buy   14,640  zAR     2/1/11       2,211,585       8,325        
                                     
 
                                    97,320       333,006  
HSBC EM:
                                               
Brazilian Real (BRR)
  Sell   10,650  BRR     2/2/11       6,366,136             6,028  
Israeli Shekel (ILS)
  Sell   23,900  ILS     1/31/11       6,731,952             180,417  
                                     
 
                                          186,445  
JP Morgan Chase:
                                               
Chilean Peso (CLP)
  Buy   230,000  CLP     1/7/11       491,172       14,241        
Euro (EUR)
  Buy   28,135  EUR     2/9/11       37,593,366             2,016,494  
Euro (EUR)
  Sell   6,870  EUR     2/10/11       9,179,501       326,714        
Malaysian Ringgit (MYR)
  Buy   5,070  MYR     2/10/11-2/18/11       1,638,887       53       3,213  
Mexican Nuevo Peso (MXN)
  Buy   34,800  MXN     2/22/11       2,807,067       25,293        
New Taiwan Dollar (TWD)
  Sell   150,000  TWD     1/12/11       5,146,558             154,047  
Norwegian Krone (NOK)
  Buy   114,030  NOK     2/9/11       19,503,430             216,415  
36 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

Foreign Currency Exchange Contracts: Continued
                                                 
            Contract                            
Counterparty/           Amount     Expiration             Unrealized     Unrealized  
Contract Description   Buy/Sell     (000’s)     Dates     Value     Appreciation     Depreciation  
 
JP Morgan Chase: Continued
                                               
Norwegian Krone (NOK)
  Sell   6,900  NOK     2/22/11     $ 1,179,427     $     $ 29,225  
Philippines Peso (PHP)
  Buy   73,000  PHP     1/4/11       1,666,362       7,648        
Singapore Dollar (SGD)
  Buy   560  SGD     5/10/11       436,371       1,538        
                                     
 
                                    375,487       2,419,394  
JP Morgan EM:
                                               
Argentine Peso (ARP)
  Buy   6,735  ARP     3/29/11       1,662,120       37,271        
Chinese Renminbi (Yuan) (CNY)
  Buy   51,890  CNY     6/7/11-6/20/11       7,882,693       217,015        
Indonesia Rupiah (IDR)
  Buy   54,365,000  IDR     1/13/11       6,021,467       6,975        
Malaysian Ringgit (MYR)
  Buy   25,260  MYR     2/18/11       8,165,337       136,859        
Malaysian Ringgit (MYR)
  Sell   1,350  MYR     2/10/11       436,578       669        
Philippines Peso (PHP)
  Buy   361,000  PHP     3/4/11       8,239,940       59,564        
Philippines Peso (PHP)
  Sell   73,000  PHP     1/4/11       1,666,362             15,152  
                                     
 
                                    458,353       15,152  
Morgan Stanley & Co., Inc.
                                               
Kazakhstan Tenge (KZT)
  Buy   186,000  KZT     2/28/11       1,264,496             6,430  
Morgan Stanley EM:
                                               
Indian Rupee (INR)
  Buy   334,700  INR     2/1/11       7,441,346       17,591        
Kazakhstan Tenge (KZT)
  Sell   186,000  KZT     2/28/11       1,264,496             4,760  
                                     
 
                                    17,591       4,760  
Nomura Securities:
                                               
Japanese Yen (JPY)
  Buy   986,000  JPY     3/22/11       12,154,886       72,516        
Japanese Yen (JPY)
  Sell   146,000  JPY     2/22/11       1,799,264             63,425  
New Zealand Dollar (NZD)
  Buy   1,190  NZD     2/22/11       923,304       50,429        
New Zealand Dollar (NZD)
  Sell   2,140  NZD     2/22/11       1,660,396             90,706  
Norwegian Krone (NOK)
  Buy   113,920  NOK     2/9/11       19,484,616             245,379  
Polish Zloty (PLZ)
  Buy   109,800  PLZ     2/9/11       36,994,345             2,384,770  
Polish Zloty (PLZ)
  Sell   9,080  PLZ     2/2/11       3,060,571             11,698  
South African Rand (ZAR)
  Buy   11,140  ZAR     2/1/11       1,682,859       6,942        
                                     
 
                                    129,887       2,795,978  
RBS Greenwich Capital:
                                               
Euro (EUR)
  Sell   610  EUR     2/17/11       815,039       15,781        
Swedish Krona (SEK)
  Buy   130,565  SEK     2/9/11       19,386,336             390,696  
Swiss Franc (CHF)
  Buy   595  CHF     5/10/11       637,477       19,616        
                                     
 
                                    35,397       390,696  
Standard NY EM
                                               
South African Rand (ZAR)
  Sell   31,290  ZAR     2/1/11       4,726,810             349,502  
State Street:
                                               
Australian Dollar (AUD)
  Buy   5,110  AUD     2/22/11       5,191,188       197,747        
Australian Dollar (AUD)
  Sell   1,630  AUD     2/22/11       1,655,897             63,078  
British Pound Sterling (GBP)
  Sell   700  GBP     2/22/11       1,090,912       294       2,679  
Hong Kong Dollar (HKD)
  Sell   36,300  HKD     1/3/11       4,670,270       14,266        
Polish Zloty (PLZ)
  Buy   22,045  PLZ     2/2/11       7,430,647             252,947  
South African Rand (ZAR)
  Buy   33,300  ZAR     2/1/11       5,030,449       379,378        
South African Rand (ZAR)
  Sell   21,300  ZAR     2/1/11       3,217,675             242,065  
                                     
 
                                    591,685       560,769  
                                     
Total unrealized appreciation and depreciation
                                  $ 4,596,926     $ 13,070,372  
                                     
37 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
Futures Contracts as of December 31, 2010 are as follows:
                                         
                                    Unrealized  
            Number of     Expiration             Appreciation  
Contract Description   Buy/Sell     Contracts     Date     Value     (Depreciation)  
 
DAX Index
  Buy     20       3/18/11     $ 4,628,306     $ (48,874 )
Euro-Bundesobligation
  Buy     68       3/8/11       11,386,795       (67,146 )
Japan (Government of) Bonds, 10 yr.
  Buy     3       3/10/11       5,195,591       17,242  
Japan (Government of) E-Mini Bonds, 10 yr.
  Sell     35       3/9/11       6,061,522       (1,076 )
NASDAQ 100 E-Mini Index
  Buy     213       3/18/11       9,440,160       6,965  
New Financial Times Stock Exchange 100 Index
  Buy     9       3/18/11       826,894       9,228  
New Financial Times Stock Exchange 100 Index
  Sell     72       3/18/11       6,615,154       (73,880 )
NIKKEI 225 Index
  Buy     13       3/10/11       817,404       (4,768 )
NIKKEI 225 Index
  Sell     64       3/10/11       8,048,282       (1,962 )
Standard & Poor’s 500 E-Mini
  Sell     520       3/18/11       32,578,000       (421,876 )
U.S. Treasury Long Bonds, 20 yr.
  Buy     416       3/22/11       50,804,000       (1,309,384 )
U.S. Treasury Long Bonds, 20 yr.
  Sell     312       3/22/11       38,103,000       976,754  
U.S. Treasury Nts., 2 yr.
  Buy     6       3/31/11       1,313,438       1,106  
U.S. Treasury Nts., 2 yr.
  Sell     529       3/31/11       115,801,406       169,758  
U.S. Treasury Nts., 5 yr.
  Buy     196       3/31/11       23,072,875       (293,804 )
U.S. Treasury Nts., 5 yr.
  Sell     30       3/31/11       3,531,563       61,111  
U.S. Treasury Nts., 10 yr.
  Buy     2,303       3/22/11       277,367,563       (7,532,469 )
U.S. Treasury Nts., 10 yr.
  Sell     91       3/22/11       10,959,813       134,290  
U.S. Ultra Bonds
  Buy     35       3/22/11       4,448,281       112,718  
United Kingdom Long Gilt
  Buy     7       3/29/11       1,304,069       1,180  
 
                                     
 
                                  $ (8,264,887 )
 
                                     
Credit Default Swap Contracts as of December 31, 2010 are as follows:
                                                         
                    Pay/             Upfront                
    Buy/Sell     Notional     Receive             Payment             Unrealized  
Reference Entity/   Credit     Amount     Fixed     Termination     Received/             Appreciation  
Swap Counterparty   Protection     (000's)     Rate     Date     (Paid)     Value     (Depreciation)  
 
American General Finance
                                                       
JPMorgan Chase Bank NA, NY Branch
  Sell   $ 4,670       1.00 %     12/20/15     $ 296,045     $ (256,722 )   $ 39,323  
                                     
 
  Total     4,670                       296,045       (256,722 )     39,323  
Bolivarian Republic of Venezuela
                                                       
Credit Suisse International
  Buy     850       5.00       9/20/15       (222,771 )     168,728       (54,043 )
                                     
 
  Total     850                       (222,771 )     168,728       (54,043 )
Campbell Soup Co.
                                                       
Credit Suisse International
  Buy     4,670       1.00       12/20/15       136,545       (125,893 )     10,652  
                                     
 
  Total     4,670                       136,545       (125,893 )     10,652  
Caterpillar, Inc.
                                                       
Morgan Stanley Capital Services, Inc.
  Sell     4,670       1.00       12/20/15       (56,045 )     45,243       (10,802 )
                                     
 
  Total     4,670                       (56,045 )     45,243       (10,802 )
Cisco Systems, Inc.
                                                       
Barclays Bank plc
  Buy     4,730       1.00       12/20/15       112,601       (113,730 )     (1,129 )
                                     
 
  Total     4,730                       112,601       (113,730 )     (1,129 )
Development Bank of Kazakhstan JSC
                                                       
Credit Suisse International
  Sell     4,440       3.75       2/20/13             184,535       184,535  
                                     
 
  Total     4,440                             184,535       184,535  
Fortune Brands, Inc.
                                                       
Credit Suisse International
  Sell     4,670       1.00       12/20/15       186,630       (187,055 )     (425 )
                                     
 
  Total     4,670                       186,630       (187,055 )     (425 )
38 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

Credit Default Swap Contracts: Continued
                                                         
                    Pay/             Upfront                
    Buy/Sell     Notional     Receive             Payment             Unrealized  
Reference Entity/   Credit     Amount     Fixed     Termination     Received/             Appreciation  
Swap Counterparty   Protection     (000's)     Rate     Date     (Paid)     Value     (Depreciation)  
 
Istanbul Bond Co. SA for Finansbank AS
                                                       
Morgan Stanley & Co. International Ltd.
  Sell   $ 3,100       1.30 %     3/24/13     $     $ (192,617 )   $ (192,617 )
                                   
 
  Total     3,100                             (192,617 )     (192,617 )
Lockheed Martin Corp.
                                                       
Credit Suisse International
  Buy     4,730       1.00       12/20/15       155,246       (150,630 )     4,616  
                                   
 
  Total     4,730                       155,246       (150,630 )     4,616  
Markit CDX Emerging Market Index, Series 14:
                                                       
Barclays Bank plc
  Buy     9,200       5.00       12/20/15       1,201,878       (1,324,291 )     (122,413 )
Goldman Sachs International
  Buy     6,200       5.00       12/20/15       825,461       (892,457 )     (66,996 )
Merrill Lynch International
  Buy     7,600       5.00       12/20/15       1,011,856       (1,093,979 )     (82,123 )
                                   
 
  Total     23,000                       3,039,195       (3,310,727 )     (271,532 )
McKesson Corp.
                                                       
Morgan Stanley Capital Services, Inc.
  Buy     4,670       1.00       12/20/15       120,354       (125,745 )     (5,391 )
                                   
 
  Total     4,670                       120,354       (125,745 )     (5,391 )
Morgan Stanley
                                                       
Credit Suisse International
  Buy     16,500       1.00       9/20/11       7,792       137,049       144,841  
                                   
 
  Total     16,500                       7,792       137,049       144,841  
Raytheon Co.
                                                       
Citibank NA, New York
  Buy     4,730       1.00       12/20/15       123,354       (122,910 )     444  
                                   
 
  Total     4,730                       123,354       (122,910 )     444  
Republic of Peru:
                                                       
Barclays Bank plc
  Buy     3,270       1.76       12/20/14             (73,381 )     (73,381 )
Citibank NA, New York
  Buy     10,000       1.00       9/20/15       11,275       41,070       52,345  
Deutsche Bank AG
  Buy     1,900       1.71       12/20/16             (63,879 )     (63,879 )
JPMorgan Chase Bank NA, London Branch
  Buy     4,900       1.74       12/20/14             (106,228 )     (106,228 )
Citibank NA, New York
  Sell     1,570       5.10       3/20/13             (36,847 )     (36,847 )
                                   
 
  Total     21,640                       11,275       (239,265 )     (227,990 )
SLM Corp.:
                                                       
Citibank NA, New York
  Sell     3,720       5.00       12/20/15       (35,247 )     207,929       172,682  
UBS AG
  Sell     1,010       5.00       12/20/15       (9,570 )     56,454       46,884  
                                   
 
  Total     4,730                       (44,817 )     264,383       219,566  
Xerox Corp.
                                                       
Citibank NA, New York
  Sell     4,670       1.00       12/20/15       58,192       (58,681 )     (489 )
                                   
 
  Total     4,670                       58,192       (58,681 )     (489 )
                                     
                    Grand Total Buys       3,483,591       (3,846,276 )     (362,685 )
                                     
                    Grand Total Sells       440,005       (237,761 )     202,244  
                                     
            Total Credit Default Swaps     $ 3,923,596     $ (4,084,037 )   $ (160,441 )
                                     
39 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
The table that follows shows the undiscounted maximum potential payment by the Fund related to selling credit protection in credit default swaps:
                         
Type of Reference   Total Maximum Potential             Reference Asset  
Asset on which the   Payments for Selling Credit             Rating Range**  
Fund Sold Protection   Protection (Undiscounted)     Amount Recoverable*     (unaudited)  
 
Investment Grade Single Name Corporate Debt
  $ 23,410,000     $     A to BBB-
Investment Grade Sovereign Debt
    7,540,000           BBB to BBB-
Non-Investment Grade Sovereign Debt
    1,570,000             B-  
             
Total
  $ 32,520,000     $          
             
 
*   The Fund has no amounts recoverable from related purchased protection. In addition, the Fund has no recourse provisions under the credit derivatives and holds no collateral which can offset or reduce potential payments under a triggering event.
 
**   The period end reference asset security ratings, as rated by any rating organization, are included in the equivalent Standard & Poor’s rating category. The reference asset rating represents the likelihood of a potential credit event on the reference asset which would result in a related payment by the Fund.
Interest Rate Swap Contracts as of December 31, 2010 are as follows:
                                         
    Notional                          
Interest Rate/   Amount     Paid by     Received by     Termination        
Swap Counterparty   (000's)     the Fund     the Fund     Date     Value  
 
BZDI:
                                       
Banco Santander SA, Inc.
  9,870  BRR   BZDI       12.320 %     1/2/17     $ 107,315  
Goldman Sachs Group, Inc. (The)
  10,600  BRR   BZDI       11.390       1/5/15       (95,659 )
Goldman Sachs Group, Inc. (The)
  5,190  BRR   BZDI       12.800       1/2/17       163,191  
Goldman Sachs Group, Inc. (The)
  9,900  BRR   BZDI       11.420       1/3/14       (76,668 )
JPMorgan Chase Bank NA
  15,800  BRR   BZDI       13.900       1/2/17       880,146  
 
                                   
Total
  51,360  BRR                             978,325  
 
MXN TIIE BANXICO:
                                       
Bank of America Merrill Lynch
  87,500  MXN   MXN TIIE BANXICO       5.875       12/6/12       (8,675 )
Bank of America Merrill Lynch
  220,000  MXN   MXN TIIE BANXICO       5.735       11/29/12       (32,311 )
Bank of America Merrill Lynch
  134,500  MXN   MXN TIIE BANXICO       5.750       12/5/12       (17,628 )
Goldman Sachs Group, Inc. (The)
  216,900  MXN   MXN TIIE BANXICO       5.880       12/14/12       (18,500 )
 
                                   
Total
  658,900  MXN                             (77,114 )
 
Six-Month AUD BBR BBSW
                                       
 
                  Six-Month                  
Westpac Banking Corp.
  12,810  AUD     5.660 %   AUD BBR BBSW       8/6/20       338,077  
 
Six-Month CZK PRIBOR PRBO:
                                       
 
                  Six-Month CZK                  
Barclays Bank plc
  183,000  CZK     3.200     PRIBOR PRBO       12/21/15       (13,999 )
 
                  Six-Month CZK                  
Morgan Stanley
  173,300  CZK     3.060     PRIBOR PRBO       12/16/15       9,579  
 
                                   
Total
  356,300  CZK                             (4,420 )
 
Six-Month EUR EURIBOR:
                                       
 
          Six-Month EUR                          
Barclays Bank plc
  7,120  EUR   EURIBOR       3.580       12/21/15       22,312  
 
          Six-Month EUR                          
Morgan Stanley
  6,910  EUR   EURIBOR       3.410       12/16/15       (5,640 )
 
                                   
Total
  14,030  EUR                             16,672  
 
Six-Month GBP BBA LIBOR
                                       
 
          Six-Month GBP                          
Barclays Bank plc
  7,360  GBP   BBA LIBOR       3.328       8/3/20       (50,934 )
40 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

Interest Rate Swap Contracts: Continued
                                     
    Notional                  
Interest Rate/   Amount     Paid by     Received by   Termination    
Swap Counterparty   (000’s)     the Fund     the Fund   Date   Value  
 
Six-Month JPY BBA LIBOR:
                                   
Citibank NA
    553,000  JPY     1.391 %   Six-Month JPY
BBA LIBOR
  10/6/19   $ (132,950 )
JPMorgan Chase Bank NA
    290,000  JPY     1.077     Six-Month JPY
BBA LIBOR
  8/7/20     50,778  
JPMorgan Chase Bank NA
    168,000  JPY     1.563     Six-Month JPY
BBA LIBOR
  11/9/19     (69,827 )
 
                                 
Total
    1,011,000  JPY                         (151,999 )
 
Three-Month USD BBA LIBOR
                                   
 
          Three-Month USD                      
Barclays Bank plc
    11,800     BBA LIBOR       2.500 % 9/2/20     (698,620 )
 
                                 
                    Total Interest Rate Swaps   $ 349,987  
 
                                 
     
Notional amount is reported in U.S. Dollars (USD), except for those denoted in the following currencies:
AUD
  Australian Dollar
BRR
  Brazilian Real
CZK
  Czech Koruna
EUR
  Euro
GBP
  British Pound Sterling
JPY
  Japanese Yen
MXN
  Mexican Nuevo Peso
 
   
Abbreviations/Definitions are as follows:
BANIXCO
  Banco de Mexico
BBA LIBOR
  British Bankers’ Association London-Interbank Offered Rate
BBR BBSW
  Bank Bill Swap Reference Rate (Australian Financial Market)
BZDI
  Brazil Interbank Deposit Rate
EURIBOR
  Euro Interbank Offered Rate
PRIBOR PRBO
  Prague Interbank Offering Rate
TIIE
  Interbank Equilibrium Interest Rate
Total Return Swap Contracts as of December 31, 2010 are as follows:
                             
    Notional                  
Reference Entity/   Amount     Paid by   Received by   Termination    
Swap Counterparty   (000’s)     the Fund   the Fund   Date   Value  
 
Consumer Staples
Select Sector Index:
                           
Morgan Stanley
  $ 1,846     One-Month USD BBA LIBOR plus 15 basis points and if negative, the absolute value of the Total Return of the Consumer Staples Select Sector Index   If positive, the Total Return of the Consumer Staples Select Sector Index   3/9/11   $ 52,661  
Morgan Stanley
    1     One-Month USD BBA LIBOR plus 15 basis points and if negative, the absolute value of the Total Return of the Consumer Staples Select Sector Index   If positive, the Total Return of the Consumer Staples Select Sector Index   9/14/11     23  
 
                         
                Reference Entity Total
    52,684  
41 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
Total Return Swap Contracts: Continued
                             
    Notional                  
Reference Entity/   Amount     Paid by   Received by   Termination    
Swap Counterparty   (000’s)     the Fund   the Fund   Date   Value  
 
Custom Basket of Securities:                
Citibank NA
    1,892  CHF   One-Month CHF BBA LIBOR plus 30 basis points and if negative, the absolute value of the Total Return of a custom basket of securities   If positive, the Total Return of a custom basket of securities   1/12/11   $ 5,268  
Citibank NA
    3,165  EUR   One-Month EURIBOR plus 30 basis points and if negative, the absolute value of the Total Return of a custom basket of securities   If positive, the Total Return of a custom basket of securities   1/12/11     59,948  
Citibank NA
    1,584  GBP   One-Month GBP BBA LIBOR plus 30 basis points and if negative, the absolute value of the Total Return of a custom basket of securities   If positive, the Total Return of a custom basket of securities   1/12/11     98,892  
Citibank NA
    5,259  SEK   One-Month SEK STIBOR SIDE plus 30 basis points and if negative, the absolute value of the Total Return of a custom basket of securities   If positive, the Total Return of a custom basket of securities   1/12/11     8,653  
Citibank NA, New York
    1,122,840  JPY   One-Month JPY BBA LIBOR plus 53 basis points and if negative, the absolute value of the Total Return of a custom basket of securities   If positive, the Total Return of a custom basket of securities   4/14/11     269,894  
Goldman Sachs Group, Inc. (The)
    23,340     One-Month USD BBA LIBOR plus 18 basis points and if negative, the absolute value of the Total Return of a custom basket of securities   If positive, the Total Return of a custom basket of securities   9/9/11     238,401  
Morgan Stanley
    4,577  GBP   One-Month GBP BBA LIBOR plus 50 basis points and if negative, the absolute value of the Total Return of a custom basket of securities   If positive, the Total Return of a custom basket of securities   1/14/11     265,117  
 
                         
                Reference Entity Total     946,173  
42 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

Total Return Swap Contracts: Continued
                             
    Notional                  
Reference Entity/   Amount     Paid by   Received by   Termination    
Swap Counterparty   (000’s)     the Fund   the Fund   Date   Value  
 
Energy Select Sector Index
                           
Morgan Stanley
  $ 1,671     One-Month USD BBA LIBOR plus 10 basis points and if negative, the absolute value of the Total Return of the Energy Select Sector Index   If positive, the Total Return of the Energy Select Sector Index   10/13/11   $ 88,131  
Health Care Select Sector Index
                           
UBS AG
    1,965     One-Month USD BBA LIBOR plus 8 basis points and if negative, the absolute value of the Total Return of the Health Care Select Sector Index   If positive, the Total Return of the Health Care Select Sector Index   11/4/11     46,623  
MSCI Daily TR Gross EAFE USD Index:
                           
Citibank NA
    791     If positive, the Total Return of the MSCI Daily Gross EAFE USD Index   One-Month USD BBA LIBOR plus 15 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Gross EAFE USD Index   10/7/11     (63,220 )
Goldman Sachs Group, Inc. (The)
    120     If positive, the Total Return of the MSCI Daily Gross EAFE USD Index   One-Month USD LIBOR minus 5 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Gross EAFE USD Index   7/8/11     (4,883 )
Goldman Sachs Group, Inc. (The)
    1,655     If positive, the Total Return of the MSCI Daily Gross EAFE USD Index   One-Month USD BBA LIBOR plus 10 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Gross EAFE USD Index   5/11/11     (50,163 )
Goldman Sachs Group, Inc. (The)
    563     If positive, the Total Return of the MSCI Daily Gross EAFE USD Index   One-Month USD LIBOR minus 5 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Gross EAFE USD Index   7/8/11     (25,164 )
43 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
Total Return Swap Contracts: Continued
                             
    Notional                  
Reference Entity/   Amount     Paid by   Received by   Termination    
Swap Counterparty   (000’s)     the Fund   the Fund   Date   Value  
 
MSCI Daily TR Gross EAFE USD Index: Continued
                           
UBS AG
    6,935     If positive, the Total Return of the MSCI Daily Gross EAFE USD Index   One-Month USD BBA LIBOR minus 10 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Gross EAFE USD Index   10/7/11   $ (441,086 )
 
                         
                Reference Entity Total     (584,516 )
 
                           
MSCI Daily TR Gross Europe Euro Index:
                           
Citibank NA
    1,881  EUR   If positive, the Total Return of the MSCI Daily Gross Europe Euro Index   One-Month EURIBOR minus 60 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Gross Europe Euro Index   1/12/11     (17,868 )
Goldman Sachs Group, Inc. (The)
    358  EUR   If positive, the Total Return of the MSCI Daily Gross Europe Euro Index   One-Month Europe EURIBOR minus 3 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Gross Europe Euro Index   1/17/11     (1,971 )
Morgan Stanley
    3,840  EUR   If positive, the Total Return of the MSCI Daily Gross Europe Euro Index   One-Month EURIBOR minus 30 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Gross Europe Euro Index   1/12/11     (71,763 )
 
                         
                Reference Entity Total     (91,602 )
 
                           
MSCI Daily TR Italy USD Index:
                           
Goldman Sachs Group, Inc. (The)
  $ 315     One-Month USD BBA LIBOR minus 25 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Italy USD Index   If positive, the Total Return of the MSCI Daily Italy USD Index   3/4/11     18,845  
Goldman Sachs Group, Inc. (The)
    1,724     One-Month USD BBA LIBOR minus 25 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Italy USD Index   If positive, the Total Return of the MSCI Daily Italy USD Index   3/4/11     95,818  
44 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

Total Return Swap Contracts: Continued
                             
    Notional                  
Reference Entity/   Amount     Paid by   Received by   Termination    
Swap Counterparty   (000’s)     the Fund   the Fund   Date   Value  
 
MSCI Daily TR Italy USD Index: Continued
                           
Goldman Sachs Group, Inc. (The)
  $ 475     One-Month USD BBA LIBOR minus 25 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Italy USD Index   If positive, the Total Return of the MSCI Daily Italy USD Index   3/4/11   $ 28,834  
 
                         
                Reference Entity Total     143,497  
MSCI Daily TR Net Emerging Markets Korea Price Return Index
                           
UBS AG
    2,177     One-Month USD BBA LIBOR plus 30 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Net Emerging Markets Korea Price Return Index   If positive, the Total Return of the MSCI Daily Net Emerging Markets Korea Price Return Index   8/8/11     212,645  
MSCI Daily TR Net Hong Kong USD Index
                           
UBS AG
    2,405     One-Month USD BBA LIBOR plus 46 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Net Hong Kong USD Index   If positive, the Total Return of the MSCI Daily Net Hong Kong USD Index   12/7/11     (52,257 )
MSCI Daily TR Net Japan USD Index
                           
Deutsche Bank AG
    2,385     One-Month USD BBA LIBOR plus 20 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Net Japan USD Index   If positive, the Total Return of the MSCI Daily Net Japan USD Index   12/12/11     129,314  
MSCI Daily TR Net Singapore USD Index
                           
Morgan Stanley
    2,406     One-Month USD BBA LIBOR plus 39 basis points and if negative, the absolute value of the Total Return of the MSCI Daily Net Singapore USD Index   If positive, the Total Return of the MSCI Daily Net Singapore USD Index   12/7/11     52,062  
Ordinary shares of Novo Nordisk AS
                           
Citibank NA
    1,065  DKK   One-Month DKK BBA LIBOR plus 30 basis points and if negative, the absolute value of the Total Return of the ordinary shares of Novo Nordisk AS   If positive, the absolute value of the ordinary shares of Novo Nordisk AS   4/11/11     17,299  
45 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
Total Return Swap Contracts: Continued
                             
    Notional                  
Reference Entity/   Amount     Paid by   Received by   Termination    
Swap Counterparty   (000’s)     the Fund   the Fund   Date   Value  
 
S&P 500 Value Index
                           
Goldman Sachs Group, Inc. (The)
  $ 5,844     If positive, the Total Return of the S&P 500 Value Index   One-Month USD LIBOR minus 35 basis points and if negative, the absolute value of the Total Return of the S&P 500 Value Index   12/8/11   $ (275,967 )
S&P 600 Smallcap Index
                           
UBS AG
    5,884     One-Month USD BBA LIBOR minus 16 basis points and if negative, the absolute value of the Total Return of the S&P 600 Smallcap Index   If positive, the Total Return of the S&P 600 Smallcap Index   12/8/11     217,847  
 
                         
                Total of Total Return Swaps   $ 901,933  
 
                         
     
Notional amount is reported in U.S. Dollars (USD), except for those denoted in the following currencies:
CHF
  Swiss Franc
DKK
  Danish Krone
EUR
  Euro
GBP
  British Pounds Sterling
JPY
  Japanese Yen
SEK
  Swedish Krona
 
   
Abbreviations are as follows:
BBA LIBOR
  British Bankers’ Association London-Interbank Offered Rate
EAFE
  Europe, Australasia, Far East
EURIBOR
  Euro Interbank Offered Rate
LIBOR
  London-Interbank Offered Rate
MSCI
  Morgan Stanley Capital International
S&P
  Standard & Poor’s
TR
  Total Return
Currency Swaps as of December 31, 2010 are as follows:
                         
    Notional                
Reference Entity/   Amount   Paid by   Received by   Termination    
Swap Counterparty   (000’s)   the Fund   the Fund   Date   Value  
 
Each of JSC “Rushydro” (Open Joint Stock Company, Federal Hydrogeneration Company) and OJSC Saratovskaya HPP and any Successor(s) to these Reference Entities
                       
Morgan Stanley Capital Services, Inc.
  271,430 RUR   Three-Month USD
BBA LIBOR
  7.75% from debt obligations of JSC Rushydro and OJSC Saratovskaya HPP   12/26/13   $ (1,564,189 )
     
Notional amount is reported in U.S. Dollars (USD), except for those denoted in the following currency:
RUR
  Russian Ruble
 
   
Abbreviations definitions is as follows:
BBA LIBOR
  British Bankers’ Association London-Interbank Offered Rate
46 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

Volatility Swaps as of December 31, 2010 are as follows:
                             
    Notional                
Reference Entity/   Amount   Paid by   Received by   Termination    
Swap Counterparty   (000’s)   the Fund   the Fund   Date   Value  
 
AUD/JPY Exchange Rate
                           
Citibank NA
  13 AUD   The Historic Volatility of the mid AUD/JPY spot exchange rate during the Observation Period     12.15 %   2/7/11   $ 2,771  
CHF/SEK Exchange Rate:
                           
Citibank NA
  13 CHF   The Historic Volatility of the mid CHF/SEK spot exchange rate during the Observation Period     10.30     1/14/11     (1,391 )
Credit Suisse International
  12 CHF   The Historic Volatility of the mid CHF/SEK spot exchange rate during the Observation Period     10.00     1/18/11     (13,254 )
Credit Suisse International
  12 CHF   The Historic Volatility of the mid CHF/SEK spot exchange rate during the Observation Period     9.95     1/18/11     (10,637 )
Credit Suisse International
  13 CHF   The Historic Volatility of the mid CHF/SEK spot exchange rate during the Observation Period     10.55     1/13/11     1,499  
Deutsche Bank AG
  12 CHF   The Historic Volatility of the mid CHF/SEK spot exchange rate during the Observation Period     10.55     1/18/11     (11,173 )
Deutsche Bank AG
  13 CHF   The Historic Volatility of the mid CHF/SEK spot exchange rate during the Observation Period     11.60     1/10/11     16,294  
 
                         
            Reference Entity Total     (18,662 )
 
                           
EUR/NZD Exchange Rate:
                           
Bank of America Merrill Lynch
  10 EUR   The Historic Volatility of the mid EUR/NZD spot exchange rate during the Observation Period     9.30     1/10/11     (7,465 )
Citibank NA
  10 EUR   The Historic Volatility of the mid EUR/NZD spot exchange rate during the Observation Period     9.50     1/10/11     (9,832 )
Credit Suisse International
  10 EUR   The Historic Volatility of the mid EUR/NZD spot exchange rate during the Observation Period     10.01     1/6/11     (1,781 )
Deutsche Bank AG
  10 EUR   The Historic Volatility of the mid EUR/NZD spot exchange rate during the Observation Period     9.60     1/7/11     (8,507 )
 
                         
            Reference Entity Total     (27,585 )
47 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Volatility Swaps: Continued
                                 
    Notional                
Reference Entity/   Amount   Paid by   Received by     Termination    
Swap Counterparty   (000’s)   the Fund   the Fund     Date   Value  
 
USD/SEK Exchange Rate:
                               
Bank of America Merrill Lynch
    13     The Historic Volatility of the mid USD/SEK spot exchange rate during the Observation Period     13.20 %   1/28/11   $ 5,376  
Bank of America Merrill Lynch
    13     The Historic Volatility of the mid USD/SEK spot exchange rate during the Observation Period     13.40     1/27/11     12,253  
Credit Suisse International
    13     The Historic Volatility of the mid USD/SEK spot exchange rate during the Observation Period     13.70     1/21/11     20,254  
Credit Suisse International
    13     The Historic Volatility of the mid USD/SEK spot exchange rate during the Observation Period     13.00     1/24/11     6,514  
Credit Suisse International
    13     The Historic Volatility of the mid USD/SEK spot exchange rate during the Observation Period     12.90     2/3/11     (16,739 )
Credit Suisse International
    13     The Historic Volatility of the mid USD/SEK spot exchange rate during the Observation Period     14.00     1/20/11     27,651  
Credit Suisse International
    13     The Historic Volatility of the mid USD/SEK spot exchange rate during the Observation Period     12.95     1/31/11     (9,539 )
Deutsche Bank AG
    13     The Historic Volatility of the mid USD/SEK spot exchange rate during the Observation Period     13.00     1/31/11     (11,049 )
Deutsche Bank AG
    13     The Historic Volatility of the mid USD/SEK spot exchange rate during the Observation Period     13.50     1/24/11     10,468  
 
                             
                Reference Entity Total     45,189  
 
                             
                Total Volatility Swaps   $ 1,713  
 
                             
     
Notional amount is reported in U.S. Dollars (USD), except for those denoted in the following currencies:
 
   
AUD
  Australian Dollar
CHF
  Swiss Franc
EUR
  Euro
JPY
  Japanese Yen
NZD
  New Zealand Dollar
SEK
  Swedish Krona
48 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

Swap Summary as of December 31, 2010 is as follows:
The following table aggregates, as of period end, the amount receivable from/(payable to) each counterparty with whom the Fund has entered into a swap agreement. Swaps are individually disclosed in the preceding tables.
                     
        Notional        
    Swap Type from   Amount        
Swap Counterparty   Fund Perspective   (000’s)     Value  
 
Banco Santander SA, Inc.
  Interest Rate     9,870  BRR   $ 107,315  
Bank of America Merrill Lynch:
                   
 
  Interest Rate     442,000  MXN     (58,614 )
 
  Volatility     10  EUR     (7,465 )
 
  Volatility     26       17,629  
 
                 
 
                (48,450 )
Barclays Bank plc:
                   
 
  Credit Default Buy Protection     17,200       (1,511,402 )
 
  Interest Rate     183,000  CZK     (13,999 )
 
  Interest Rate     7,120  EUR     22,312  
 
  Interest Rate     7,360  GBP     (50,934 )
 
  Interest Rate     11,800       (698,620 )
 
                 
 
                (2,252,643 )
Citibank NA:
                   
 
  Interest Rate     553,000  JPY     (132,950 )
 
  Total Return     1,892  CHF     5,268  
 
  Total Return     1,065  DKK     17,299  
 
  Total Return     5,046  EUR     42,080  
 
  Total Return     1,584  GBP     98,892  
 
  Total Return     5,259  SEK     8,653  
 
  Total Return     791       (63,220 )
 
  Volatility     13  AUD     2,771  
 
  Volatility     13  CHF     (1,391 )
 
  Volatility     10  EUR     (9,832 )
 
                 
 
                (32,430 )
Citibank NA, New York:
                   
 
  Credit Default Buy Protection     14,730       (81,840 )
 
  Credit Default Sell Protection     9,960       112,401  
 
  Total Return     1,122,840  JPY     269,894  
 
                 
 
                300,455  
Credit Suisse International:
                   
 
  Credit Default Buy Protection     26,750       29,254  
 
  Credit Default Sell Protection     9,110       (2,520 )
 
  Volatility     37  CHF     (22,392 )
 
  Volatility     10  EUR     (1,781 )
 
  Volatility     65       28,141  
 
                 
 
                30,702  
Deutsche Bank AG:
                   
 
  Credit Default Buy Protection     1,900       (63,879 )
 
  Total Return     2,385       129,314  
 
  Volatility     25  CHF     5,121  
 
  Volatility     10  EUR     (8,507 )
 
  Volatility     26       (581 )
 
                 
 
                61,468  
Goldman Sachs Group, Inc. (The):
                   
 
  Interest Rate     25,690  BRR     (9,136 )
 
  Interest Rate     216,900  MXN     (18,500 )
 
  Total Return     358  EUR     (1,971 )
 
  Total Return     34,036       25,721  
 
                 
 
                (3,886 )
Goldman Sachs International
  Credit Default Buy Protection     6,200       (892,457 )
JPMorgan Chase Bank NA:
                   
 
  Interest Rate     15,800  BRR     880,146  
 
  Interest Rate     458,000  JPY     (19,049 )
 
                 
 
                861,097  
49 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
Footnotes to Statement of Investments Continued
Swap Summary: Continued
                     
        Notional        
    Swap Type from   Amount        
Swap Counterparty   Fund Perspective   (000’s)     Value  
 
JPMorgan Chase Bank NA, London Branch
  Credit Default Buy Protection   $ 4,900     $ (106,228 )
JPMorgan Chase Bank NA, NY Branch
  Credit Default Sell Protection     4,670       (256,722 )
Merrill Lynch International
  Credit Default Buy Protection     7,600       (1,093,979 )
Morgan Stanley:
                   
 
  Interest Rate     173,300  CZK     9,579  
 
  Interest Rate     6,910  EUR     (5,640 )
 
  Total Return     3,840  EUR     (71,763 )
 
  Total Return     4,577  GBP     265,117  
 
  Total Return     5,924       192,877  
 
                 
 
                390,170  
Morgan Stanley & Co. International Ltd.
  Credit Default Sell Protection     3,100       (192,617 )
Morgan Stanley Capital Services, Inc.:
                   
 
  Credit Default Buy Protection     4,670       (125,745 )
 
  Credit Default Sell Protection     4,670       45,243  
 
  Currency     271,430  RUR     (1,564,189 )
 
                 
 
                (1,644,691 )
UBS AG:
                   
 
  Credit Default Sell Protection     1,010       56,454  
 
  Total Return     19,366       (16,228 )
 
                40,226  
 
                 
Westpac Banking Corp.
  Interest Rate     12,810  AUD     338,077  
 
                 
 
      Total Swaps     $ (4,394,593 )
 
                 
     
Notional amount is reported in U.S.Dollars (USD), except for those denoted in the following currencies:
AUD
  Australian Dollar
BRR
  Brazilian Real
CHF
  Swiss Franc
CZK
  Czech Koruna
DKK
  Danish Krone
EUR
  Euro
GBP
  British Pound Sterling
JPY
  Japanese Yen
MXN
  Mexican Nuevo Peso
RUR
  Russian Ruble
SEK
  Swedish Krona
See accompanying Notes to Financial Statements.
50 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010
         
Assets
       
Investments, at value—see accompanying statement of investments:
       
Unaffiliated companies
(cost $1,949,673,278)
  $ 1,986,878,290  
Affiliated companies
(cost $429,049,623)
    437,389,868  
 
     
 
    2,424,268,158  
Cash—foreign currencies
(cost $787,100)
    788,782  
Unrealized appreciation on foreign currency exchange contracts
    4,596,926  
Appreciated swaps, at value (net upfront payments paid $25,750)
    4,207,790  
Depreciated swaps, at value (upfront payments paid $278,816)
    213,971  
Receivables and other assets:
       
Interest, dividends and principal paydowns
    31,404,070  
Shares of beneficial interest sold
    12,555,765  
Investments sold (including $8,024,024 sold on a when-issued or delayed delivery basis)
    9,300,568  
Closed foreign currency contracts
    2,052,229  
Futures margins
    1,746,212  
Other
    48,449  
 
     
Total assets
    2,491,182,920  
 
       
Liabilities
       
Unrealized depreciation on foreign currency exchange contracts
    13,070,372  
Appreciated swaps, at value (upfront payments received $711,190)
    656,155  
Depreciated swaps, at value (upfront payments received $3,516,972)
    8,160,199  
Payables and other liabilities:
       
Investments purchased (including $80,598,752 purchased on a when-issued or delayed delivery basis)
    81,460,360  
Closed foreign currency contracts
    2,446,688  
Distribution and service plan fees
    1,054,043  
Shares of beneficial interest redeemed
    852,291  
Futures margins
    609,835  
Shareholder communications
    290,984  
Transfer and shareholder servicing agent fees
    198,661  
Foreign capital gains tax
    59,775  
Trustees’ compensation
    37,125  
Other
    191,820  
 
     
Total liabilities
    109,088,308  
 
       
Net Assets
  $ 2,382,094,612  
 
     
 
       
Composition of Net Assets
       
Par value of shares of beneficial interest
  $ 421,868  
Additional paid-in capital
    2,277,058,848  
Accumulated net investment income
    5,967,605  
Accumulated net realized gain on investments and foreign currency transactions
    70,418,191  
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies
    28,228,100  
 
     
 
Net Assets
  $ 2,382,094,612  
 
     
 
       
Net Asset Value Per Share
       
Non-Service Shares:
       
Net asset value, redemption price per share and offering price per share
(based on net assets of $711,754,539 and 127,577,947 shares of beneficial interest outstanding)
  $ 5.58  
Service Shares:
       
Net asset value, redemption price per share and offering price per share
(based on net assets of $1,670,340,073 and 294,290,027 shares of beneficial interest outstanding)
  $ 5.68  
See accompanying Notes to Financial Statements.
51 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010
         
Allocation of Income and Expenses from master funds1
       
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC:
       
Interest
  $ 1,163,541  
Dividends
    2,399  
Expenses2
    (82,531 )
 
     
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC
    1,083,409  
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
       
Interest
    33,462,757  
Dividends
    36,846  
Expenses3
    (1,266,974 )
 
     
Net investment income allocated from Oppenheimer Master Loan Fund, LLC
    32,232,629  
 
     
Total allocation of net investment income from master funds
    33,316,038  
 
       
Investment Income
       
Interest (net of foreign withholding taxes of $317,603)
  $ 192,345,595  
Dividends:
       
Unaffiliated companies
    103,748  
Affiliated companies
    298,773  
Fee income on when-issued securities
    1,798,776  
Income from investment of securities lending cash collateral, net affiliated companies
    36,907  
 
     
Total investment income
    194,583,799  
 
       
Expenses
       
Management fees
    17,980,400  
Distribution and service plan fees — Service shares
    6,223,086  
Transfer and shareholder servicing agent fees:
       
Non-Service shares
    738,529  
Service shares
    2,489,526  
Shareholder communications:
       
Non-Service shares
    138,144  
Service shares
    414,524  
Custodian fees and expenses
    433,373  
Trustees’ compensation
    86,931  
Administration service fees
    1,500  
Other
    271,561  
 
     
Total expenses
    28,777,574  
Less waivers and reimbursements of expenses
    (1,357,650 )
 
     
Net expenses
    27,419,924  
 
       
Net Investment Income
    200,479,913  
52 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

         
Realized and Unrealized Gain (Loss)
       
Net realized gain (loss) on:
       
Investments from unaffiliated companies (including premiums on options exercised)
  $ 133,639,673  
Closing and expiration of option contracts written
    2,845,386  
Closing and expiration of futures contracts
    59,951,528  
Foreign currency transactions
    (25,566,426 )
Short positions
    (117,061 )
Swap contracts
    11,894,798  
Increase from payment by affiliate
    7,302  
Net realized gain (loss) allocated from:
       
Oppenheimer Master Event-Linked Bond Fund, LLC
    (91,384 )
Oppenheimer Master Loan Fund, LLC
    11,177,915  
 
     
Net realized gain
    193,741,731  
Net change in unrealized appreciation/depreciation on:
       
Investments (net of foreign capital gains tax of $59,775)
    29,994,171  
Translation of assets and liabilities denominated in foreign currencies
    (12,612,946 )
Futures contracts
    4,914,034  
Option contracts written
    (11,637 )
Swap contracts
    (13,046,067 )
Unfunded purchase agreements
    354,545  
Net change in unrealized appreciation/deprecation allocated from:
       
Oppenheimer Master Event-Linked Bond Fund, LLC
    291,009  
Oppenheimer Master Loan Fund, LLC
    1,506,228  
 
     
Net change in unrealized appreciation/depreciation
    11,389,337  
 
       
Net Increase in Net Assets Resulting from Operations
  $ 405,610,981  
 
     
 
1.   The Fund invests in certain affiliated mutual funds that expect to be treated as partnerships for tax purposes. See Note 1 of accompanying Notes.
 
2.   Net of expense waivers and/or reimbursements of $1,197.
 
3.   Net of expense waivers and/or reimbursements of $18,160.
See accompanying Notes to Financial Statements.
53 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

STATEMENTS OF CHANGES IN NET ASSETS
                 
Year Ended December 31,   2010     2009  
 
Operations
               
Net investment income
  $ 200,479,913     $ 229,320,159  
Net realized gain (loss)
    193,741,731       (159,435,499 )
Net change in unrealized appreciation/depreciation
    11,389,337       592,195,964  
     
Net increase in net assets resulting from operations
    405,610,981       662,080,624  
 
               
Dividends and/or Distributions to Shareholders
               
Dividends from net investment income:
               
Non-Service shares
    (66,430,241 )     (3,468,223 )
Service shares
    (313,790,173 )     (7,263,543 )
     
 
    (380,220,414 )     (10,731,766 )
 
               
Distributions from net realized gain:
               
Non-Service shares
          (522,726 )
Service shares
          (2,276,448 )
     
 
          (2,799,174 )
 
               
Beneficial Interest Transactions
               
Net increase (decrease) in net assets resulting from beneficial interest transactions:
               
Non-Service shares
    (81,259,481 )     (5,135,048 )
Service shares
    (1,976,534,500 )     312,198,649  
     
 
    (2,057,793,981 )     307,063,601  
 
               
Net Assets
               
Total increase (decrease)
    (2,032,403,414 )     955,613,285  
Beginning of period
    4,414,498,026       3,458,884,741  
     
End of period (including accumulated net investment income of $5,967,605 and $241,824,892, respectively)
  $ 2,382,094,612     $ 4,414,498,026  
     
See accompanying Notes to Financial Statements.
54 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Non-Service Shares Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 5.30     $ 4.49     $ 5.56     $ 5.26     $ 5.11  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .34       .30       .30       .28       .26  
Net realized and unrealized gain (loss)
    .40       .53       (1.04 )     .21       .11  
     
Total from investment operations
    .74       .83       (.74 )     .49       .37  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.46 )     (.02 )     (.27 )     (.19 )     (.22 )
Distributions from net realized gain
          2       (.06 )            
     
Total dividends and distributions to shareholders
    (.46 )     (.02 )     (.33 )     (.19 )     (.22 )
 
Net asset value, end of period
  $ 5.58     $ 5.30     $ 4.49     $ 5.56     $ 5.26  
     
 
                                       
Total Return, at Net Asset Value3
    14.97 %     18.83 %     (14.21 )%     9.69 %     7.49 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 711,755     $ 757,772     $ 648,570     $ 734,611     $ 606,632  
 
Average net assets (in thousands)
  $ 737,071     $ 681,926     $ 753,062     $ 664,668     $ 564,248  
 
Ratios to average net assets:4,5
                                       
Net investment income
    6.47 %     6.20 %     5.78 %     5.34 %     5.05 %
Total expenses6
    0.75 %     0.67 %     0.59 %     0.59 %     0.64 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.71 %     0.64 %     0.57 %     0.57 %     0.63 %
 
Portfolio turnover rate7
    99 %     110 %     86 %     76 %     93 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   Less than $0.005 per share.
 
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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. 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.   Includes the Fund’s share of the allocated expenses and/or net investment income from the master funds.
 
6.   Total expenses including all affiliated fund expenses were as follows:
         
Year Ended December 31, 2010
    0.75 %
Year Ended December 31, 2009
    0.68 %
Year Ended December 31, 2008
    0.60 %
Year Ended December 31, 2007
    0.61 %
Year Ended December 31, 2006
    0.64 %
 
7.   The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:
                 
    Purchase Transactions     Sale Transactions  
 
Year Ended December 31, 2010
  $ 1,034,550,699     $ 1,085,289,655  
Year Ended December 31, 2009
  $ 1,909,574,925     $ 1,836,038,328  
Year Ended December 31, 2008
  $ 634,319,548     $ 594,845,589  
Year Ended December 31, 2007
  $ 1,061,009,472     $ 1,120,098,096  
Year Ended December 31, 2006
  $ 742,785,501     $ 749,719,239  
See accompanying Notes to Financial Statements.
55 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

FINANCIAL HIGHLIGHTS Continued
                                         
Service Shares Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 5.38     $ 4.56     $ 5.65     $ 5.34     $ 5.19  
 
Income (loss) from investment operations:
                                       
Net investment income1
    .33       .29       .29       .28       .25  
Net realized and unrealized gain (loss)
    .42       .54       (1.06 )     .22       .11  
     
Total from investment operations
    .75       .83       (.77 )     .50       .36  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.45 )     (.01 )     (.26 )     (.19 )     (.21 )
Distributions from net realized gain
          2       (.06 )            
     
Total dividends and distributions to shareholders
    (.45 )     (.01 )     (.32 )     (.19 )     (.21 )
 
Net asset value, end of period
  $ 5.68     $ 5.38     $ 4.56     $ 5.65     $ 5.34  
     
 
                                       
Total Return, at Net Asset Value3
    14.77 %     18.41 %     (14.49 )%     9.55 %     7.23 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 1,670,340     $ 3,656,726     $ 2,810,315     $ 2,876,016     $ 1,396,188  
 
Average net assets (in thousands)
  $ 2,485,427     $ 3,143,836     $ 3,152,967     $ 2,075,028     $ 1,016,582  
 
Ratios to average net assets:4,5
                                       
Net investment income
    6.15 %     5.95 %     5.54 %     5.08 %     4.83 %
Total expenses6
    0.99 %     0.92 %     0.84 %     0.84 %     0.89 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.95 %     0.89 %     0.82 %     0.82 %     0.88 %
 
Portfolio turnover rate7
    99 %     110 %     86 %     76 %     93 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   Less than $0.005 per share.
 
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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. 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.   Includes the Fund’s share of the allocated expenses and/or net investment income from the master funds.
 
6.   Total expenses including all affiliated fund expenses were as follows:
         
Year Ended December 31, 2010
    0.99 %
Year Ended December 31, 2009
    0.93 %
Year Ended December 31, 2008
    0.85 %
Year Ended December 31, 2007
    0.86 %
Year Ended December 31, 2006
    0.89 %
 
7.   The portfolio turnover rate excludes purchases and sales of To Be Announced (TBA) mortgage-related securities as follows:
                 
    Purchase Transactions     Sale Transactions  
 
Year Ended December 31, 2010
  $ 1,034,550,699     $ 1,085,289,655  
Year Ended December 31, 2009
  $ 1,909,574,925     $ 1,836,038,328  
Year Ended December 31, 2008
  $ 634,319,548     $ 594,845,589  
Year Ended December 31, 2007
  $ 1,061,009,472     $ 1,120,098,096  
Year Ended December 31, 2006
  $ 742,785,501     $ 749,719,239  
See accompanying Notes to Financial Statements.
56 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Oppenheimer Global Strategic Income Fund/VA (the “Fund”), formerly known as Oppenheimer Strategic Bond Fund/VA, is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek a high level of current income principally derived from interest on debt securities. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
     The Fund offers two classes of shares. Both classes are sold at their offering price, which is the net asset value per share, to separate investment accounts of participating insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other investment products. The class of shares designated as Service shares is subject to a distribution and service plan. Both 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.
     The following is a summary of significant accounting policies consistently followed by the Fund.
Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.
     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.
     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.
     U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.
     Structured securities are valued utilizing price quotations obtained from broker-dealers or independent pricing services. Values are determined based upon market inputs which typically include the price of underlying financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, or the occurrence of other specific events.
57 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
     Event-linked bonds are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Prices are determined based upon information obtained from market participants including reported trade data and broker-dealer price quotations.
     Swap contracts are valued utilizing price quotations obtained from broker-dealer counterparties or independent pricing services. Values are determined based on relevant market information on the underlying reference assets which may include credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures and forward currency rates.
     Forward foreign currency exchange contracts are valued utilizing current and forward currency rates obtained from independent pricing services.
     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.
     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities 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 adjusted for any discounts related to 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.
     There have been no significant changes to the fair valuation methodologies of the Fund during the period.
Structured Securities. The Fund invests in structured securities whose market values, interest rates and/or redemption prices are linked to the performance of underlying foreign currencies, interest rate spreads, stock market indices, prices of individual securities, commodities or other financial instruments or the occurrence of other specific events. The structured securities are often leveraged, increasing the volatility of each note’s market value relative to the change in the underlying linked financial element or event. Fluctuations in value of these securities are recorded as unrealized gains and losses in the accompanying Statement of Operations. The Fund records a realized gain or loss when a structured security is sold or matures.
Event-Linked Bonds. The Fund may invest in “event-linked” bonds. Event-linked bonds, which are sometimes referred to as “catastrophe” bonds, are fixed income securities for which the return of principal and payment of interest is contingent on the non-occurrence of a specific trigger event, such as a hurricane, earthquake, or other occurrence that leads to physical or economic loss. If the trigger event occurs prior to maturity, the Fund may lose all or a portion of its principal in addition to interest otherwise due from the security. Event-linked bonds may expose the Fund to certain other risks, including issuer default, adverse regulatory or jurisdictional interpretations, liquidity risk and adverse tax consequences. The Fund records the net change in market value of event-linked bonds on the Statement of Operations as a change in unrealized appreciation or depreciation on investments. The Fund records a realized gain or loss on the Statement of Operations upon the sale or maturity of such securities.
Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do
58 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. Their failure to do so may cause the Fund to lose the opportunity to obtain or dispose of the security at a price and yield it considers advantageous. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase.
As of December 31, 2010, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:
         
    When-Issued or Delayed  
    Delivery Basis Transactions  
 
Purchased securities
  $ 80,598,752  
Sold securities
    8,024,024  
The Fund may enter into “forward roll” transactions with respect to mortgage-related securities. In this type of transaction, the Fund sells a mortgage-related security to a buyer and simultaneously agrees to repurchase a similar security (same type, coupon and maturity) at a later date at a set price. During the period between the sale and the repurchase, the Fund will not be entitled to receive interest and principal payments on the securities that have been sold. The Fund records the incremental difference between the forward purchase and sale of each forward roll as realized gain (loss) on investments or as fee income in the case of such transactions that have an associated fee in lieu of a difference in the forward purchase and sale price.
     Forward roll transactions may be deemed to entail embedded leverage since the Fund purchases mortgage-related securities with extended settlement dates rather than paying for the securities under a normal settlement cycle. This embedded leverage increases the Fund’s market value of investments relative to its net assets which can incrementally increase the volatility of the Fund’s performance. Forward roll transactions can be replicated over multiple settlement periods.
     Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Fund to receive inferior securities at redelivery as compared to the securities sold to the counterparty; and counterparty credit risk.
Securities Sold Short. The Fund may short sell when-issued securities for future settlement. The value of the open short position is recorded as a liability, and the Fund records an unrealized gain or loss for the change in value of the open short position. The Fund records a realized gain or loss when the short position is closed out.
     As of December 31, 2010 the Fund had no outstanding securities sold short.
Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities in default, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently default. Information concerning securities in default as of December 31, 2010 is as follows:
         
Cost
  $ 31,574,515  
Market Value
  $ 3,967,206  
Market Value as a % of Net Assets
    0.17 %
Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is
59 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.
Investment in OFI Liquid Assets Fund, LLC. The Fund is permitted to invest cash collateral received in connection with its securities lending activities. Pursuant to the Fund’s Securities Lending Procedures, the Fund may invest cash collateral in, among other investments, an affiliated money market fund. OFI Liquid Assets Fund, LLC (“LAF”) is a limited liability company whose investment objective is to seek current income and stability of principal. The Manager is also the investment adviser of LAF. LAF is not registered under the Investment Company Act of 1940. However, LAF does comply with the investment restrictions applicable to registered money market funds set forth in Rule 2a-7 adopted under the Investment Company Act. When applicable, the Fund’s investment in LAF is included in the Statement of Investments. Shares of LAF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of LAF’s expenses, including its management fee of 0.08%.
Investment in Oppenheimer master funds. The Fund is permitted to invest in entities sponsored and/or advised by the Manager or an affiliate. Certain of these entities in which the Fund invests are mutual funds registered under the Investment Company Act of 1940 that expect to be treated as partnerships for tax purposes, specifically Oppenheimer Master Loan Fund, LLC and Oppenheimer Master Event-Linked Bond Fund, LLC (the “master funds”). Each master fund 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 master fund than in another, the Fund will have greater exposure to the risks of that master fund.
     The investment objective of Oppenheimer Master Loan Fund, LLC is to seek as high a level of current income and preservation of capital as is consistent with investing primarily in loans and other debt securities. The investment objective of Oppenheimer Master Event-Linked Bond Fund, LLC is to seek a high level of current income principally derived from interest on debt securities. The Fund’s investments in the master funds are included in the Statement of Investments. The Fund recognizes income and gain/(loss) on its investments in each master fund according to its allocated pro-rata share, based on its relative proportion of total outstanding master fund shares held, of the total net income earned and the net gain/(loss) realized on investments sold by the master funds. As a shareholder, the Fund is subject to its proportional share of the master 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 master funds.
Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.
     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.
     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.
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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.
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 remain open for the three preceding fiscal reporting period ends.
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.
                         
                    Net Unrealized  
                    Appreciation  
                    Based on Cost of  
                    Securities and  
Undistributed   Undistributed     Accumulated     Other Investments  
Net Investment   Long-Term     Loss     for Federal Income  
Income   Gain     Carryforward1,2,3,4     Tax Purposes  
 
$69,476,241
  $ 29,075,393     $ 42,891,185     $ 51,983,802  
 
1.   As of December 31, 2010, the Fund had $42,644,008 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2019.
 
2.   The Fund had $247,177 of straddle losses which were deferred.
 
3.   During the fiscal year ended December 31, 2010, the Fund utilized $161,264,243 of capital loss carryforward to offset capital gains realized in that fiscal year.
 
4.   During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.
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 may differ from their ultimate characterization for federal income tax purposes. 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 December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.
                 
    Reduction     Increase  
    to Accumulated     to Accumulated Net  
Increase to   Net Investment     Realized Gain  
Paid-in Capital   Income     on Investments5  
 
$10,644,059
  $ 56,116,786     $ 45,472,727  
 
5.   $10,424,041, all of which was long-term capital gain, was distributed in connection with Fund share redemptions.
The tax character of distributions paid during the years ended December 31, 2010 and December 31, 2009 was as follows:
                 
    Year Ended     Year Ended  
    December 31, 2010     December 31, 2009  
 
Distributions paid from:
               
Ordinary income
  $ 380,220,414     $ 13,530,940  
61 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
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 as of December 31, 2010 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.
         
Federal tax cost of securities
  $ 2,368,504,118  
Federal tax cost of other investments
    422,724,985  
 
     
Total federal tax cost
  $ 2,791,229,103  
 
     
 
       
Gross unrealized appreciation
  $ 175,594,942  
Gross unrealized depreciation
    (123,611,140 )
 
     
Net unrealized appreciation
  $ 51,983,802  
 
     
Certain foreign countries impose a tax on capital gains which is accrued by the Fund based on unrealized appreciation, if any, on affected securities. The tax is paid when the gain is realized.
Trustees’ Compensation. The Board of Trustees 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.
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. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed 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 market value of the securities received. Interest income 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.
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 0.50%. 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.
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Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
2. 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 December 31, 2010     Year Ended December 31, 2009  
    Shares     Amount     Shares     Amount  
 
Non-Service Shares
                               
Sold
    13,659,013     $ 73,616,257       24,677,592     $ 117,209,141  
Dividends and/or distributions reinvested
    13,002,895       66,430,241       952,494       3,990,949  
Redeemed
    (42,045,616 )     (221,305,979 )     (27,020,460 )     (126,335,138 )
     
Net decrease
    (15,383,708 )   $ (81,259,481 )     (1,390,374 )   $ (5,135,048 )
     
 
                               
Service Shares
                               
Sold
    39,118,559     $ 211,931,885       88,989,960     $ 433,996,423  
Dividends and/or distributions reinvested
    60,274,068       313,790,173       2,234,190       9,539,991  
Redeemed
    (484,576,971 )     (2,502,256,558 )     (28,146,787 )     (131,337,765 )
     
Net increase (decrease)
    (385,184,344 )   $ (1,976,534,500 )     63,077,363     $ 312,198,649  
     
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, LAF and the master funds, for the year ended December 31, 2010, were as follows:
                 
    Purchases     Sales  
 
Investment securities
  $ 2,121,150,554     $ 3,364,220,703  
U.S. government and government agency obligations
    107,549,007       105,042,838  
To Be Announced (TBA) mortgage-related securities
    1,034,550,699       1,085,289,655  
4. 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:
         
Fee Schedule        
 
Up to $200 million
    0.75 %
Next $200 million
    0.72  
Next $200 million
    0.69  
Next $200 million
    0.66  
Next $200 million
    0.60  
Over $1 billion
    0.50  
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS fees at an annual rate of 0.10% of the daily net assets of each class of shares. For the year ended December 31, 2010, the Fund paid $3,402,620 to OFS for services to the Fund.
Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares to pay OppenheimerFunds
63 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
4. Fees and Other Transactions with Affiliates Continued
Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s Service shares. Under the Plan, payments are made periodically at an annual rate of 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors of the insurance product that offers Fund shares, for providing personal service and maintenance of accounts of their variable contract owners that hold Service shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
Waivers and Reimbursements of Expenses. The Manager has voluntarily agreed to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 0.75% for Non-Service shares and 1.00% for Service shares. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $46,695 for Service 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 investments in IMMF and the master funds. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $1,310,955 for management fees.
     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
     During the year ended December 31, 2010, the Manager voluntarily reimbursed the Fund $7,302 for certain transactions. The payment is reported separately in the Statement of Operations and increased the Fund’s total returns by less than 0.01%.
5. Risk Exposures and the Use of Derivative Instruments
The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity and debt securities: they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.
Market Risk Factors. In accordance with its investment objectives, the Fund may use derivatives to increase or decrease its exposure to one or more of the following 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 to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.
    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.
64 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

    Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.
    Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.
The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.
Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.
     Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.
     Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.
    Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction. As of December 31, 2010, the maximum amount of loss that the Fund would incur if the counterparties to its derivative transactions failed to perform would be $11,913,399, which represents gross payments to be received by the Fund on these derivative contracts were they to be unwound as of period end. To reduce this risk the Fund has entered into master netting arrangements, established within the Fund’s International Swap and Derivatives Association, Inc. master agreements, which allow the Fund to net unrealized appreciation and depreciation for certain positions in swaps, over-the-counter options, swaptions, and forward currency exchange contracts for each individual counterparty. The amount of loss that the Fund would incur taking into account these master netting arrangements would be $1,348,498 as of December 31, 2010. In addition, the Fund may require that certain counterparties post cash and/or securities in collateral accounts to cover their net payment obligations for those derivative contracts subject to International Swap and Derivatives Association, Inc. master agreements. If the counterparty fails to perform under these contracts and agreements, the cash and/or securities will be made available to the Fund.
      As of December 31, 2010, the Fund has required certain counterparties to post collateral of $3,829,349.
    Credit Related Contingent Features. The Fund’s agreements with derivative counterparties have several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the
65 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
5. Risk Exposures and the Use of Derivative Instruments Continued
    Fund’s International Swap and Derivatives Association, Inc. master agreements which govern certain positions in swaps, over-the-counter options and swaptions, and forward currency exchange contracts for each individual counterparty.
           As of December 31, 2010, the aggregate fair value of derivative instruments with credit related contingent features in a net liability position was $11,185,271 for which the Fund has posted collateral of $2,608,409. If a contingent feature would have been triggered as of December 31, 2010, the Fund could have been required to pay this amount in cash to its counterparties. If the Fund fails to perform under these contracts and agreements, the cash and/or securities posted as collateral will be made available to the counterparty. Cash posted as collateral for these contracts, if any, is reported on the Statement of Assets and Liabilities; securities posted as collateral, if any, are reported on the Statement of Investments.
Valuations of derivative instruments as of December 31, 2010 are as follows:
                                 
    Asset Derivatives     Liability Derivatives
    Statement           Statement      
Derivatives Not   of Assets           of Assets      
Accounted for as   and Liabilities           and Liabilities      
Hedging Instruments   Location   Value     Location   Value  
 
Credit contracts
  Appreciated swaps,           Appreciated swaps,        
 
  at value   $ 627,037     at value   $ 656,155  
Credit contracts
  Depreciated swaps,           Depreciated swaps,        
 
  at value     213,971     at value     4,268,890  
Equity contracts
  Appreciated swaps,           Depreciated swaps,        
 
  at value     1,906,275     at value     1,004,342  
Foreign exchange contracts
                  Depreciated swaps,        
 
                  at value     1,564,189  
Interest rate contracts
  Appreciated swaps,           Depreciated swaps,        
 
  at value     1,571,398     at value     1,221,411  
Volatility contracts
  Appreciated swaps,           Depreciated swaps,        
 
  at value     103,080     at value     101,367  
Equity contracts
  Futures margins     81,657 *   Futures margins     41,542 *
Interest rate contracts
  Futures margins     1,664,555 *   Futures margins     568,293 *
Foreign exchange contracts
  Unrealized appreciation
on foreign currency
          Unrealized depreciation
on foreign currency
       
 
  exchange contracts     4,596,926     exchange contracts     13,070,372  
Foreign exchange contracts
  Investments, at value     842,483 **                
 
                           
Total
          $ 11,607,382             $ 22,496,561  
 
                           
 
*   Includes only the current day’s variation margin. Prior variation margin movements have been reflected in cash on the Statement of Assets and Liabilities upon receipt or payment.
 
**   Amounts relate to purchased options.
     The effect of derivative instruments on the Statement of Operations is as follows:
                                                 
Amount of Realized Gain or (Loss) Recognized on Derivatives  
    Investments from                                
    unaffiliated     Closing and                          
    companies     expiration     Closing and                    
Derivatives Not   (including     of option     expiration of     Foreign              
Accounted for as   premiums on     contracts     futures     currency              
Hedging Instruments   options exercised)*     written     contracts     transactions     Swap contracts     Total  
 
Credit contracts
  $     $     $     $     $ (9,993,530 )   $ (9,993,530 )
Equity contracts
                (4,207,258 )           3,436,375       (770,883 )
Foreign exchange contracts
    (6,616,013 )     2,845,386             23,651,271       1,077,321       20,957,965  
Interest rate contracts
    (7,684,568 )           64,158,786             17,583,191       74,057,409  
Volatility contracts
                            (208,559 )     (208,559 )
     
Total
  $ (14,300,581 )   $ 2,845,386     59,951,528     $ 23,651,271     $ 11,894,798     $ 84,042,402  
     
 
*   Includes purchased option contracts, purchased swaption contracts and written option contracts exercised, if any.
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Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
                            Translation of              
                            assets and              
                            liabilities              
Derivatives Not           Option             denominated              
Accounted for as           contracts     Futures     in foreign              
Hedging Instruments   Investments*     written     contracts     currencies     Swap contracts     Total  
 
Credit contracts
  $     $     $     $     $ (5,263,513 )   $ (5,263,513 )
Equity contracts
                (37,459 )           (264,287 )     (301,746 )
Foreign exchange contracts
    7,057,466       (11,637 )           (26,101,974 )     465,690       (18,590,455 )
Interest rate contracts
                4,951,493             (7,985,670 )     (3,034,177 )
Volatility contracts
                            1,713       1,713  
     
Total
  $ 7,057,466     $ (11,637 )   $ 4,914,034     $ (26,101,974 )   $ (13,046,067 )   $ (27,188,178 )
     
 
*   Includes purchased option contracts and purchased swaption contracts, if any.
Foreign Currency Exchange Contracts
The Fund may enter into foreign currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date.
     Forward contracts are reported on a schedule following the Statement of Investments. Forward contracts will be valued daily based upon the closing prices of the forward currency rates determined at the close of the Exchange as provided by a bank, dealer or pricing service. The resulting unrealized appreciation (depreciation) is reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.
     The Fund has purchased and sold certain forward foreign currency exchange contracts of different currencies in order to acquire currencies to pay for related foreign securities purchase transactions, or to convert foreign currencies to U.S. dollars from related foreign securities sale transactions. These foreign currency exchange contracts are negotiated at the current spot exchange rate with settlement typically within two business days thereafter.
     The Fund has entered into forward foreign currency exchange contracts with the obligation to purchase specified foreign currencies in the future at a currently negotiated forward rate in order to take a positive investment perspective on the related currency. These forward foreign currency exchange contracts seek to increase exposure to foreign exchange rate risk.
     The Fund has entered into forward foreign currency exchange contracts with the obligation to purchase specified foreign currencies in the future at a currently negotiated forward rate in order to decrease exposure to foreign exchange rate risk associated with foreign currency denominated securities held by the Fund.
     The Fund has entered into forward foreign currency exchange contracts with the obligation to sell specified foreign currencies in the future at a currently negotiated forward rate in order to take a negative investment perspective on the related currency. These forward foreign currency exchange contracts seek to increase exposure to foreign exchange rate risk.
     The Fund has entered into forward foreign currency exchange contracts with the obligation to sell specified foreign currencies in the future at a currently negotiated forward rate in order to decrease exposure to foreign exchange rate risk associated with foreign currency denominated securities held by the Fund.
     During the year ended December 31, 2010, the Fund had average contract amounts on forward foreign currency contracts to buy and sell of $391,435,404 and $304,958,369, respectively.
     Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty will default.
Futures Contracts
A futures contract is a commitment to buy or sell a specific amount of a financial instrument at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts and may also buy or write put or call options on these futures contracts.
67 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS continued
5. Risk Exposures and the Use of Derivative Instruments Continued
     Futures contracts traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or most recently prior to, the time when the Fund’s assets are valued.
     Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses.
     Futures contracts are reported on a schedule following the Statement of Investments. Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Statement of Investments. Cash held by the broker to cover initial margin requirements on open futures contracts and the receivable and/or payable for the daily mark to market for the variation margin are noted in the Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Statement of Operations. Realized gains (losses) are reported in the Statement of Operations at the closing or expiration of futures contracts.
     The Fund has purchased futures contracts on various bonds and notes to increase exposure to interest rate risk.
     The Fund has sold futures contracts on various bonds and notes to decrease exposure to interest rate risk.
     The Fund has purchased futures contracts on various equity indexes to increase exposure to equity risk.
     The Fund has sold futures contracts on various equity indexes to decrease exposure to equity risk.
     During the year ended December 31, 2010, the Fund had an average market value of $997,966,693 and $386,162,073 on futures contracts purchased and sold, respectively.
     Additional associated risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities.
Option Activity
The Fund may buy and sell put and call options, or write put and call options. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security at a fixed price, upon exercise of the option.
     Options are valued daily based upon the last sale price on the principal exchange on which the option is traded. The difference between the premium received or paid, and market value of the option, is recorded as unrealized appreciation or depreciation. The net change in unrealized appreciation or depreciation is reported in the Statement of Operations. When an option is exercised, the cost of the security purchased or the proceeds of the security sale are adjusted by the amount of premium received or paid. Upon the expiration or closing of the option transaction, a gain or loss is reported in the Statement of Operations.
     The Fund has purchased call options on currencies to increase exposure to foreign exchange rate risk. A purchased call option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.
     The Fund has purchased put options on currencies to decrease exposure to foreign exchange rate risk. A purchased put option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.
     The Fund has purchased call options on individual equity securities and, or, equity indexes to increase exposure to equity risk. A purchased call option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.
     The Fund has purchased put options on individual equity securities and, or, equity indexes to decrease exposure to equity risk. A purchased put option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.
68 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

     The Fund has purchased call options on treasury futures to increase exposure to interest rate risk. A purchased call options becomes more valuable as the price of the underlying financial instruments appreciates relative to the strike price.
     During the year ended December 31, 2010, the Fund had an average market value of $1,357,121 and $552,097 on purchased call options and purchased put options, respectively.
     Options written, if any, are reported in a schedule following the Statement of Investments and as a liability in the Statement of Assets and Liabilities. Securities held in collateralized accounts to cover potential obligations with respect to outstanding written options are noted in the Statement of Investments.
     The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk that there may be an illiquid market where the Fund is unable to close the contract.
     The Fund has written put options on currencies to increase exposure to foreign exchange rate risk. A written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.
     The Fund has written call options on currencies to decrease exposure to foreign exchange rate risk. A written call option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.
     During the year ended December 31, 2010, the Fund had an average market value of $93,102 and $36,113 on written call options and written put options, respectively.
     Additional associated risks to the Fund include counterparty credit risk for over-the-counter options and liquidity risk.
Written option activity for the year ended December 31, 2010 was as follows:
                                 
    Call Options     Put Options  
    Number of     Amount of     Number of     Amount of  
    Contracts     Premiums     Contracts     Premiums  
 
Options outstanding as of December 31, 2009
        $       108,600,000     $ 106,195  
Options written
    4,682,735,000       2,624,848       2,621,035,000       2,230,086  
Options closed or expired
    (3,021,700,000 )     (1,679,267 )     (1,782,935,000 )     (1,166,119 )
Options exercised
    (1,661,035,000 )     (945,581 )     (946,700,000 )     (1,170,162 )
     
Options outstanding as of December 31, 2010
        $           $  
     
Swap Contracts
     The Fund may enter into swap contract agreements with a counterparty to exchange a series of cash flows based on either specified reference rates, or the occurrence of a credit event, over a specified period. Such contracts may include interest rate, equity, debt, index, total return, credit and currency swaps.
     Swaps are marked to market daily using primarily quotations from pricing services, counterparties and brokers. Swap contracts are reported on a schedule following the Statement of Investments. The values of swap contracts are aggregated by positive and negative values and disclosed separately on the Statement of Assets and Liabilities by contracts in unrealized appreciation and depreciation positions. Upfront payments paid or received, if any, affect the value of the respective swap. Therefore, to determine the unrealized appreciation (depreciation) on swaps, upfront payments paid should be subtracted from, while upfront payments received should be added to, the value of contracts reported as an asset on the Statement of Assets and Liabilities. Conversely, upfront payments paid should be added to, while upfront payments received should be subtracted from the value of contracts reported as a liability. The unrealized appreciation (depreciation) related to the change in the valuation of the notional amount of the swap is combined with the accrued interest due to (owed by) the Fund at termination or settlement. The net change in this amount during the period is included on the Statement of Operations. The Fund also records any periodic payments received from (paid to) the counterparty, including at termination, under such contracts as realized gain (loss) on the Statement of Operations.
     Swap contract agreements are exposed to the market risk factor of the specific underlying reference asset. Swap contracts are typically more attractively priced compared to similar investments in related cash securities because they isolate
69 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
5. Risk Exposures and the Use of Derivative Instruments Continued

the risk to one market risk factor and eliminate the other market risk factors. Investments in cash securities (for instance bonds) have exposure to multiple risk factors (credit and interest rate risk). Because swaps require little or no initial cash investment, they can expose the Fund to substantial risk in the isolated market risk factor.
      Credit Default Swap Contracts. A credit default swap is a bilateral contract that enables an investor to buy or sell protection on a debt security against a defined-issuer credit event, such as the issuer’s failure to make timely payments of interest or principal on the debt security, bankruptcy or restructuring. The Fund may enter into credit default swaps either by buying or selling protection on a single security, sovereign debt, or a basket of securities (the “reference asset”).
 
           The buyer of protection pays a periodic fee to the seller of protection based on the notional amount of debt securities underlying the swap contract. The seller of protection agrees to compensate the buyer of protection for future potential losses as a result of a credit event on the reference asset. The contract effectively transfers the credit event risk of the reference asset from the buyer of protection to the seller of protection.
 
          The ongoing value of the contract will fluctuate throughout the term of the contract based primarily on the credit risk of the reference asset. If the credit quality of the reference asset improves relative to the credit quality at contract initiation, the buyer of protection may have an unrealized loss greater than the anticipated periodic fee owed. This unrealized loss would be the result of current credit protection being cheaper than the cost of credit protection at contract initiation. If the buyer elects to terminate the contract prior to its maturity, and there has been no credit event, this unrealized loss will become realized. If the contract is held to maturity, and there has been no credit event, the realized loss will be equal to the periodic fee paid over the life of the contract.
 
           If there is a credit event, the buyer of protection can exercise its rights under the contract and receive a payment from the seller of protection equal to the notional amount of the reference asset less the market value of the reference asset. Upon exercise of the contract the difference between the value of the underlying reference asset and the notional amount is recorded as realized gain (loss) and is included on the Statement of Operations.
 
           The Fund has sold credit protection through credit default swaps to increase exposure to the credit risk of individual securities and/or, indexes that are either unavailable or considered to be less attractive in the bond market.
 
           The Fund has purchased credit protection through credit default swaps to decrease exposure to the credit risk of individual securities and/or, indexes.
 
           For the year ended December 31, 2010, the Fund had average notional amounts of $47,818,154 and $155,346,954 on credit default swaps to buy protection and credit default swaps to sell protection, respectively.
 
           Additional associated risks to the Fund include counterparty credit risk and liquidity risk.
    Interest Rate Swap Contracts. An interest rate swap is an agreement between counterparties to exchange periodic payments based on interest rates. One cash flow stream will typically be a floating rate payment based upon a specified interest rate while the other is typically a fixed interest rate.
           The Fund has entered into interest rate swaps in which it pays a floating interest rate and receives a fixed interest rate in order to increase exposure to interest rate risk. Typically, if relative interest rates rise, payments made by the Fund under a swap agreement will be greater than the payments received by the Fund.
 
           The Fund has entered into interest rate swaps in which it pays a fixed interest rate and receives a floating interest rate in order to decrease exposure to interest rate risk. Typically, if relative interest rates rise, payments received by the Fund under the swap agreement will be greater than the payments made by the Fund.
 
           For the December 31, 2010, the Fund had average notional amounts of $59,856,494 and $162,928,645 on interest rate swaps which pay a fixed rate and interest rate swaps which receive a fixed rate, respectively.
 
           Additional associated risks to the Fund include counterparty credit risk and liquidity risk.
    Total Return Swap Contracts. A total return swap is an agreement between counterparties to exchange periodic payments based on asset or non-asset references. One cash flow is typically based on a non-asset reference (such as
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an interest rate or index) and the other on the total return of a reference asset (such as a security or a basket of securities). The total return of the reference asset typically includes appreciation or depreciation on the reference asset, plus any interest or dividend payments.
     Total return swap contracts are exposed to the market risk factor of the specific underlying financial instrument or index. Total return swaps are less standard in structure than other types of swaps and can isolate and/or, include multiple types of market risk factors including equity risk, credit risk, and interest rate risk.
     The Fund has entered into total return swaps on various equity securities or indexes to increase exposure to equity risk. These equity risk related total return swaps require the Fund to pay a floating reference interest rate, or an amount equal to the negative price movement of securities or an index multiplied by the notional amount of the contract. The Fund will receive payments equal to the positive price movement of the same securities or index multiplied by the notional amount of the contract.
     The Fund has entered into total return swaps on various equity securities or indexes to decrease exposure to equity risk. These equity risk related total return swaps require the Fund to pay an amount equal to the positive price movement of securities or an index multiplied by the notional amount of the contract. The Fund will receive payments of a floating reference interest rate or an amount equal to the negative price movement of the same securities or index multiplied by the notional amount of the contract.
     For the year ended December 31, 2010, the Fund had average notional amounts of $7,104,778,237 and $32,460,703 on total return swaps which are long the reference asset and total return swaps which are short the reference asset, respectively.
     Additional associated risks to the Fund include counterparty credit risk and liquidity risk.
     Currency Swaps. A currency swap is an agreement between counterparties to exchange different currencies equivalent to the notional value at contract inception and reverse the exchange of the same notional values of those currencies at contract termination. The contract may also include periodic exchanges of cash flows based on a specified index or interest rate.
     The Fund has entered into currency swap contracts with the obligation to pay an interest rate on various foreign currency notional amounts and receive an interest rate on the dollar notional amount in order to take a negative investment perspective on the related currencies for which the Fund receives a payment. These currency swap contracts seek to decrease exposure to foreign exchange rate risk.
     For the year ended December 31, 2010, the Fund had average notional amounts of $9,313,666 on currency swaps.
     Additional associated risks to the Fund include counterparty credit risk and liquidity risk.
     Volatility Swap Contracts. A volatility swap is an agreement between counterparties to exchange periodic payments based on the measured volatility of a reference security, index, currency or other reference investment over a specified time frame. One cash flow is typically based on the volatility of the reference investment as measured by changes in its price or level while the other cash flow is based on an interest rate or the measured volatility of a different reference investment. The appreciation or depreciation on a volatility swap will typically depend on the magnitude of the reference investment’s volatility, or size of the movement, rather than general directional increases or decreases in its price.
     Volatility swaps are less standard in structure than other types of swaps and provide pure, or isolated, exposure to volatility risk of the specific underlying reference investment. Volatility swaps are typically used to speculate on future volatility levels, to trade the spread between realized and expected volatility, or to decrease the volatility exposure of investments held by the Fund.
     The Fund has entered into volatility swaps to increase exposure to the volatility risk of various reference investments. These types of volatility swaps require the fund to pay the measured volatility and receive a fixed interest payment over the period of the contract. If the measured volatility of the related reference investment increases
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NOTES TO FINANCIAL STATEMENTS Continued
5.   Risk Exposures and the Use of Derivative Instruments Continued over the period, the swaps will depreciate in value. Conversely, if the measured volatility of the related reference investment decreases over the period, the swaps will appreciate in value.
     The Fund has entered into volatility swaps to decrease exposure to the volatility risk of various reference investments. These types of volatility swaps require the fund to pay a fixed interest payment and receive the measured volatility over the period of the contract. If the measured volatility of the related reference investment increases over the period, the swaps will appreciate in value. Conversely, if the measured volatility of the related reference investment decreases over the period, the swaps will depreciate in value.
     For the year ended December 31, 2010, the Fund had average notional amounts of $66,351 and $204,577 on volatility swaps which pay volatility and volatility swaps which receive volatility, respectively.
     Additional associated risks to the Fund include counterparty credit risk and liquidity risk.
6. Restricted Securities
As of December 31, 2010, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Directors as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.
7. Securities Lending
The Fund lends portfolio securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. The loans are secured by collateral (either securities, letters of credit, or cash) in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of each business day and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and cost in recovering the securities loaned or in gaining access to the collateral. The Fund continues to receive the economic benefit of interest or dividends paid on the securities loaned in the form of a substitute payment received from the borrower and recognizes the gain or loss in the fair value of the securities loaned that may occur during the term of the loan. The Fund has the right under the lending agreement to recover the securities from the borrower on demand.
     As of December 31, 2010, the Fund had no securities on loan.
8. Unfunded Purchase Agreements
Pursuant to the terms of certain indenture agreements, the Fund has unfunded purchase agreements of $8,676,183 at December 31, 2010. The following agreements are subject to funding based on the borrower’s discretion. The Fund is obligated to fund these agreements at the time of the request by the borrower. These agreements have been excluded from the Statement of Investments.
As of December 31, 2010, the Fund had unfunded purchase agreements as follows:
                 
    Commitment     Unfunded  
    Termination Date     Amount  
 
Deutsche Bank AG, Opic Reforma I Credit Linked Nts.
    10/23/13     $ 8,676,183  
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9. Pending Litigation
Since 2009, a number of lawsuits have been pending in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
10. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:
We have audited the accompanying statement of assets and liabilities of Oppenheimer Global Strategic Income Fund/VA, formerly known as Oppenheimer Strategic Bond Fund/VA (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2010, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. 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. The accompanying financial highlights of Oppenheimer Global Strategic Income Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those financial highlights.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Global Strategic Income Fund/VA as of December 31, 2010, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG llp
Denver,Colorado

February 16, 2011
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FEDERAL INCOME TAX INFORMATION Unaudited
In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.
     Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2010 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 0.50% to arrive at the amount eligible for the corporate dividend-received deduction.
     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.
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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Arthur Steinmetz, Krishna Memani, Joseph Welsh and Caleb Wong, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information.
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The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other general bond funds underlying variable insurance products. The Board considered that the Fund outperformed its performance universe median during the five-year and ten-year periods, but that the Fund underperformed its performance universe median during the one-year and three-year periods. The Board considered changes effective April 1, 2009 in the heads of the newly formed Investment Grade Fixed Income and High Yield Corporate Debt Teams, and the Board considered the Manager’s assertion that the Teams have been repositioning the portfolios gradually to better take advantage of changing market conditions. The Board considered the Fund’s recent improved performance, noting that the Fund ranked in the second quintile of its performance universe for the one-year period and year-to-date ended April 30, 2010.
     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other general bond funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds to those of retail funds, it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s actual management fees were lower than, and its total expenses were equal to, its expense group median. The Board also considered that, effective May 1, 2009, the Manager voluntarily agreed to cap annual total expenses, as a percentage of net assets, for non-service shares at 0.75% and for service shares at 1.00%.
     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
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PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures 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 Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (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 1.800.525.7048, 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.
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TRUSTEES AND OFFICERS Unaudited
     
Name, Position(s) Held with   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
the Fund, Length of Service,   the Fund Complex Currently Overseen
Age    
 
INDEPENDENT TRUSTEES



William L. Armstrong,
Chairman of the Board of
Trustees (since 2003),
Trustee (since 1999)
Age: 73
  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.

President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following:
 
  UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
George C. Bowen,
Trustee (since 1999)
Age: 74
  Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Bowen has served on the Boards of certain Oppenheimer funds since 1998, 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 Boards’ deliberations.
 
   
Edward L. Cameron,
Trustee (since 1999)
Age: 72
  Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
Jon S. Fossel,
Trustee (since 1993)
Age: 68
  Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, 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 Boards’ deliberations.
 
   
Sam Freedman,
Trustee (since 1996)
Age: 70
  Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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 Boards’ deliberations.
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TRUSTEES AND OFFICERS Unaudited/Continued
     
Name, Position(s) Held with   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
the Fund, Length of Service,   the Fund Complex Currently Overseen
Age    
 
Beverly L. Hamilton,
Trustee (since 2002)
Age: 64
  Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 36 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, 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 Boards’ deliberations.
 
   
Robert J. Malone,
Trustee (since 2002)
Age: 66
  Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 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 Boards’ deliberations.
 
   
F. William Marshall, Jr.,
Trustee (since 2000)
Age: 68
  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, 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 Boards’ deliberations.
 
   
INTERESTED TRUSTEE
AND OFFICER
  The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
 
   
William F. Glavin, Jr.,
Trustee, President and
Principal Executive Officer
(since 2009)
Age: 52
  Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director
80 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

     
Name, Position(s) Held with   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
the Fund, Length of Service,   the Fund Complex Currently Overseen
Age    
 
William F. Glavin, Jr., Continued
  and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006- September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006- December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, 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 Boards’ deliberations.
 
   
OTHER OFFICERS OF
THE FUND
  The addresses of the Officers in the chart below are as follows: for Messrs. Steinmetz, Memani, Welsh, Wong, Zervos, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Welsh, Vandehey and Wixted, 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.
 
   
Arthur P. Steinmetz,
Vice President and Portfolio
Manager (since 1993)
Age: 52
  Chief Investment Officer of the Manager (since October 2010); Executive Vice President of the Manager (since October 2009). Chief Investment Officer of Fixed-Income Investments of the Manager (April 2009-October 2010); Director of Fixed-Income Investments of the Manager (January 2009-April 2009) and a Senior Vice President of the Manager (March 1993-September 2009). A portfolio manager and an officer of 5 portfolios in the OppenheimerFunds complex.
 
   
Krishna Memani,
Vice President and Portfolio
Manager (since 2009)
Age: 50
  Director of Fixed Income (since October 2010), Senior Vice President and Head of the Investment Grade Fixed Income Team of the Manager (since March 2009). Prior to joining the Manager, Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities (June 2006-January 2009); Chief Credit Strategist at Credit Suisse Securities (August 2002-March 2006); a Managing Director and Senior Portfolio Manager at Putnam Investments (September 1998-June 2002). A portfolio manager and an officer of 22 portfolios in the OppenheimerFunds complex.
 
   
Joseph Welsh,
Vice President and Portfolio
Manager (since 2009)
Age: 46
  Head of the Manager’s High Yield Corporate Debt Team (since April 2009); Senior Vice President of the Manager (since May 2009); Vice President of the Manager (December 2000-April 2009); Assistant Vice President of the Manager (December 1996-November 2000); a high yield bond analyst of the Manager (January 1995-December 1996); a CFA. A portfolio manager and officer of 6 portfolios in the OppenheimerFunds complex.
 
   
Caleb Wong,
Vice President and Portfolio
Manager (since 2009)
Age: 45
  Vice President of the Manager (since June 1999); worked in fixed-income quantitative research and risk management for the Manager (since July 1996). A portfolio manager and officer of 5 portfolios in the OppenheimerFunds complex.
 
   
Sara J. Zervos,
Vice President and Portfolio
Manager (since 2010)
Age: 41
  Vice President of the Manager (since April 2008). Prior to joining the Manager, a portfolio manager with Sailfish Capital Management (May 2007-February 2008) and a portfolio manager for emerging market debt at Dillon Read Capital Management and OTA Asset Management (June 2004-April 2007). A portfolio manager and officer of 4 portfolios in the OppenheimerFunds complex.
 
   
Thomas W. Keffer,
Vice President and Chief
Business Officer
(since 2009)
Age: 55
  Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Mark S. Vandehey,
Vice President and Chief
Compliance Officer
(since 2004)
Age: 60
  Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
81 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited/Continued
     
Name, Position(s) Held with   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in
the Fund, Length of Service,   the Fund Complex Currently Overseen
Age    
 
Brian W. Wixted,
Treasurer and Principal
Financial & Accounting
Officer (since 1999)
Age: 51
  Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Robert G. Zack,
Vice President and Secretary
(since 2001)
Age: 62
  Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.
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 1.800.981.2871.
82 | OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA

 


 

OPPENHEIMER GLOBAL STRATEGIC INCOME FUND/VA
A Series of Oppenheimer Variable Account Funds
     
Manager
  OppenheimerFunds, Inc.
 
   
Distributor
  OppenheimerFunds Distributor, Inc.
 
   
Transfer Agent
  OppenheimerFunds Services
 
   
Independent Registered Public Accounting Firm
  KPMG llp
 
   
Counsel
  K&L Gates LLP
 
 
Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.
©2011 OppenheimerFunds, Inc. All rights reserved.
(OPPENHEIMER FUNDS, INC. LOGO)

 


 

(OPPENHEIMERFUNDS LOGO)
December 31, 2010 Oppenheimer Value Fund/VA Annual Report A Series of Oppenheimer Variable Account Funds ANNUAL REPORT Listing of Top Holdings Fund Performance Discussion Listing of Investments Financial Statements

 


 

OPPENHEIMER VALUE FUND/VA
Portfolio Managers: Mitch Williams and John Damian
Average Annual Total Returns
For the Periods Ended 12/31/10
                         
                      Since
                      Inception
      1-Year     5-Year     (1/2/03)
 
Non-Service Shares
    18.85 %     5.77 %     9.52 %
                         
                      Since
                      Inception
      1-Year     5-Year     (9/18/06)
 
Service Shares
    14.81 %     N/A       0.08 %
Expense Ratios
For the Fiscal Year Ended 12/31/10
                 
      Gross     Net
      Expense     Expense
      Ratios     Ratios
 
Non-Service Shares
    2.05 %     0.57 %
Service Shares
    2.08       0.93  
The 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 and expense ratios may be lower or higher than the data quoted. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account. The net expense ratios take into account voluntary fee waivers or expense reimbursements, without which performance would have been less. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
Sector Allocation
(PIE CHART)
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on the total market value of common stocks.
         
Top Ten Common Stock Holdings        
 
 
Chevron Corp.
    4.3 %
JPMorgan Chase & Co.
    3.9  
Pfizer, Inc.
    3.6  
Halliburton Co.
    3.2  
AT&T, Inc.
    3.0  
MetLife, Inc.
    3.0  
Merck & Co., Inc.
    2.8  
Coca-Cola Co. (The)
    2.8  
State Street Corp.
    2.4  
Entergy Corp.
    2.4  
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets.
2 | OPPENHEIMER VALUE FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Management’s Discussion of Fund Performance. The Fund’s Non-Service shares returned 18.85% during the one-year reporting period ended December 31, 2010, outperforming the Russell 1000 Value Index, which returned 15.51%. The Fund also outperformed the broader U.S. equity market, as measured by the S&P 500 Index, which returned 15.08% for the one-year period.
     The U.S. economy made progress in 2010 in its recovery from recession and financial crisis. Although investor sentiment appeared to improve along with economic data during the first quarter of the year, new global developments in the spring threatened to derail the economic rebound. A sovereign debt crisis in Europe made headlines when Greece and, later, Ireland struggled to finance heavy debt loads. In the United States, high levels of unemployment and a weak housing market weighed on an already choppy recovery. These factors caused many investors to become more cautious, and stock prices generally declined amid heightened volatility over the first half of the year.
     Investor sentiment improved over the summer when it became clearer that a return to recession was unlikely. Corporate earnings continued to improve, commodity prices rose broadly in response to robust demand from the emerging markets, and U.S. gross domestic product continued to expand at a moderate pace. In addition, the Federal Reserve announced plans for a new round of quantitative easing, signaling its commitment to stimulating economic growth and job creation. As a result, investors shifted their focus to riskier assets, and the U.S. stock market rallied strongly. Greater clarity in U.S. economic and tax policies following the midterm elections also drove stock prices higher.
     Versus the Russell 1000 Value Index (the “Index”), the largest areas of outperformance for the Fund were within the materials and consumer discretionary sectors, as a result of stronger relative stock selection. The bulk of the Fund’s outperformance in the materials sector stemmed from its exposure to the fertilizers and agricultural chemicals subsector, particularly Potash Corp. of Saskatchewan, Inc., one of the world’s largest fertilizer enterprises. Following two years of subpar global crop production, demand for fertilizer and crop nutrients strengthened during the reporting period as countries sought to rebuild grain and animal-feed supplies. In the consumer discretionary sector, overweight positions in media companies Time Warner Cable, Inc. and Viacom, Inc. produced strong results, as did an overweight position in Lear Corp., a supplier of automotive seat systems and electrical power management systems.
     The Fund underperformed the Index primarily within the energy and information technology sectors. In the energy sector, overweight positions in Apache Corp. and Consol Energy, Inc. were the greatest underperforming securities. Within the information technology sector, overweight positions in Motorola Solutions, Inc., Harris Corp. and Dell, Inc., which experienced declines during the period, were the primary detractors from results. We exited our positions in Motorola Solutions and Dell during the reporting period. The Fund’s overweight position in the health care sector, which was the weakest performing Index sector during the period, also detracted from relative performance during the reporting period.
     As of the end of the reporting period, the Fund had overweight positions relative to the Index in consumer discretionary, materials, industrials, health care and information technology, with underweight positions in financials, consumer staples, telecommunication services, energy and utilities. Despite being underweight in financials, the Fund had its largest exposure to the sector, where we believe there are a number of well-established, fundamentally sound companies.
3 | OPPENHEIMER VALUE FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor or calling us at 1.800.981.2871. Read the prospectus carefully before investing.
Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown.
The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.
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.
Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each share class of the Fund held until December 31, 2010. In the case of Non-Service shares, performance is measured from inception of the Class on January 2, 2003. In the case of Service shares, performance is measured from inception of the Class on September 18, 2006. Performance information does not reflect charges that apply to separate accounts investing in the Fund. If these charges were taken into account, performance would be lower. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares.
     The Fund’s performance is compared to the performance of the Russell 1000 Value Index, an unmanaged index of equity securities of large capitalization value companies. Index performance includes reinvestment of income but does not reflect transaction costs, fees or expenses. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. 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 securities comprising the index.
4 | OPPENHEIMER VALUE FUND/VA

 


 

FUND PERFORMANCE DISCUSSION
Non-Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(GRAPH)
Service Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
(GRAPH)
The 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. For performance data current to the most recent month end, call us at 1.800.981.2871. The Fund’s total returns should not be expected to be the same as the returns of other funds, whether or not both funds have the same portfolio managers and/or similar names. The Fund’s total returns do not include the charges associated with the separate account products that offer this Fund. Such performance would have been lower if such charges were taken into account.
5 | OPPENHEIMER VALUE FUND/VA

 


 

FUND EXPENSES
Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include redemption fees (if applicable); 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 December 31, 2010.
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 Period” 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 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 charges associated with the separate accounts that offer this Fund. Therefore, the “hypothetical” lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these separate account charges were included your costs would have been higher.
                         
    Beginning     Ending     Expenses  
    Account     Account     Paid During  
    Value     Value     6 Months Ended  
    July 1, 2010     December 31, 2010     December 31, 2010  
 
Actual
Non-Service shares
  $ 1,000.00     $ 1,322.40     $ 2.40  
Service shares
    1,000.00       1,250.60       4.55  
 
                       
Hypothetical
(5% return before expenses)
                       
Non-Service shares
    1,000.00       1,023.14       2.09  
Service shares
    1,000.00       1,021.17       4.08  
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 fund, based on the 6-month period ended December 31, 2010 are as follows:
         
Class   Expense Ratios
 
Non-Service shares
    0.41 %
Service shares
    0.80  
The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. 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.
6 | OPPENHEIMER VALUE FUND/VA

 


 

STATEMENT OF INVESTMENTS December 31, 2010
                 
    Shares     Value  
 
Common Stocks—96.3%
               
Consumer Discretionary—10.7%
               
Auto Components—1.8%
               
Lear Corp.1
    1,350     $ 133,259  
Household Durables—1.8%
               
Mohawk Industries, Inc.1
    2,360       133,954  
Media—5.6%
               
Comcast Corp., Cl. A
    6,010       132,040  
Time Warner Cable, Inc.
    1,610       106,308  
Viacom, Inc., Cl. B
    4,470       177,057  
 
             
 
            415,405  
 
               
Multiline Retail—1.5%
               
Target Corp.
    1,870       112,443  
Consumer Staples—5.9%
               
Beverages—2.8%
               
Coca-Cola Co. (The)
    3,110       204,545  
Food & Staples Retailing—1.5%
               
Walgreen Co.
    2,934       114,309  
Household Products—1.6%
               
Church & Dwight Co., Inc.
    1,730       119,405  
Energy—11.7%
               
Energy Equipment & Services—3.2%
               
Halliburton Co.
    5,840       238,447  
Oil, Gas & Consumable Fuels—8.5%
               
Chevron Corp.
    3,500       319,375  
CONSOL Energy, Inc.
    1,640       79,934  
Exxon Mobil Corp.
    2,014       147,264  
Royal Dutch Shell plc, ADR
    1,200       80,136  
 
             
 
            626,709  
 
               
Financials—22.9%
               
Capital Markets—4.0%
               
E*TRADE Financial Corp.1
    2,301       36,816  
Goldman Sachs Group, Inc. (The)
    460       77,354  
State Street Corp.
    3,860       178,872  
 
             
 
            293,042  
 
               
Commercial Banks—8.6%
               
CIT Group, Inc.1
    3,110       146,481  
Comerica, Inc.
    2,440       103,066  
PNC Financial Services Group, Inc.
    1,760       106,867  
U.S. Bancorp
    4,430       119,477  
Wells Fargo & Co.
    5,100       158,049  
 
             
 
            633,940  
 
               
Diversified Financial Services—3.9%
               
JPMorgan Chase & Co.
    6,890       292,274  
 
               
Insurance—6.4%
               
ACE Ltd.
    2,380       148,155  
CNO Financial Group, Inc.1
    6,660       45,155  
MetLife, Inc.
    4,940       219,534  
Prudential Financial, Inc.
    1,060       62,233  
 
             
 
            475,077  
 
               
Health Care—13.6%
               
Biotechnology—3.6%
               
Amgen, Inc.1
    2,530       138,897  
Gilead Sciences, Inc.1
    3,440       124,666  
 
             
 
            263,563  
 
               
Health Care Providers & Services—3.6%
               
Humana, Inc.1
    2,440       133,566  
WellPoint, Inc.1
    2,360       134,190  
 
             
 
            267,756  
 
               
Pharmaceuticals—6.4%
               
Merck & Co., Inc.
    5,800       209,032  
Pfizer, Inc.
    15,169       265,609  
 
             
 
            474,641  
 
               
Industrials—10.6%
               
Aerospace & Defense—1.1%
               
AerCap Holdings NV1
    5,890       83,167  
Airlines—1.3%
               
United Continental Holdings, Inc.1
    3,960       94,327  
Electrical Equipment—0.8%
               
Babcock & Wilcox Co.1
    2,240       57,322  
Industrial Conglomerates—1.4%
               
Tyco International Ltd.
    2,440       101,114  
Machinery—4.0%
               
Ingersoll-Rand plc
    3,730       175,646  
Navistar International Corp.1
    2,063       119,468  
 
             
 
            295,114  
 
               
Road & Rail—2.0%
               
Norfolk Southern Corp.
    2,420       152,020  
Information Technology—6.2%
               
Communications Equipment—3.1%
               
Harris Corp.
    3,250       147,221  
QUALCOMM, Inc.
    1,650       81,659  
 
             
 
            228,880  
 
               
Office Electronics—1.1%
               
Xerox Corp.
    6,890       79,373  
Software—2.0%
               
Microsoft Corp.
    5,430       151,606  
7 | OPPENHEIMER VALUE FUND/VA

 


 

STATEMENT OF INVESTMENTS Continued
                 
    Shares     Value  
 
Materials—4.7%
               
Chemicals—3.7%
               
Celanese Corp., Series A
    3,770     $ 155,211  
Potash Corp. of Saskatchewan, Inc.
    740       114,574  
 
             
 
            269,785  
 
               
Metals & Mining—1.0%
               
Allegheny Technologies, Inc.
    1,370       75,597  
Telecommunication Services—4.0%
               
Diversified Telecommunication Services—3.0%
               
AT&T, Inc.
    7,592       223,053  
Wireless Telecommunication Services—1.0%
               
Vodafone Group plc, Sponsored ADR
    2,630       69,511  
Utilities—6.0%
               
Electric Utilities—5.6%
               
American Electric Power Co., Inc.
    1,950       70,161  
Edison International, Inc.
    4,330       167,138  
Entergy Corp.
    2,500       177,075  
 
             
 
            414,374  
 
               
Multi-Utilities—0.4%
               
NiSource, Inc.
    1,750       30,835  
 
             
Total Common Stocks (Cost $5,840,217)
            7,124,847  
 
               
Investment Companies—3.8%
               
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%2,3
    51,310       51,310  
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%2,4
    230,823       230,823  
 
             
 
               
Total Investment Companies
(Cost $282,133)
            282,133  
 
               
Total Investments, at Value
(Cost $6,122,350)
    100.1 %     7,406,980  
Liabilities in Excess of Other Assets
    (0.1 )     (3,789 )
     
 
               
Net Assets
    100.0 %   $ 7,403,191  
     
Footnotes to Statement of Investments
1.   Non-income producing security.
 
2.   Rate shown is the 7-day yield as of December 31, 2010.
 
3.   Interest rate is less than 0.0005%.
 
4.   Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:
                                 
    Shares     Gross     Gross     Shares  
    December 31, 2009     Additions     Reductions     December 31, 2010  
 
Oppenheimer Institutional Money Market Fund, Cl. E
    340,073       4,624,129       4,733,379       230,823  
                 
    Value     Income  
 
Oppenheimer Institutional Money Market Fund, Cl. E
  $ 230,823     $ 560  
Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
1)   Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
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).
8 | OPPENHEIMER VALUE FUND/VA

 


 

Footnotes to Statement of Investments Continued
The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
                                 
                    Level 3 –        
    Level 1 –     Level 2 –     Significant        
    Unadjusted     Other Significant     Unobservable        
    Quoted Prices     Observable Inputs     Inputs     Value  
 
Assets Table
                               
Investments, at Value:
                               
Common Stocks
                               
Consumer Discretionary
  $ 795,061     $     $     $ 795,061  
Consumer Staples
    438,259                   438,259  
Energy
    865,156                   865,156  
Financials
    1,694,333                   1,694,333  
Health Care
    1,005,960                   1,005,960  
Industrials
    783,064                   783,064  
Information Technology
    459,859                   459,859  
Materials
    345,382                   345,382  
Telecommunication Services
    292,564                   292,564  
Utilities
    445,209                   445,209  
Investment Companies
    282,133                   282,133  
     
Total Assets
  $ 7,406,980     $     $     $ 7,406,980  
     
Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
See accompanying Notes to Financial Statements.
9 | OPPENHEIMER VALUE FUND/VA

 


 

STATEMENT OF ASSETS AND LIABILITIES December 31, 2010
         
Assets
       
Investments, at value—see accompanying statement of investments:
       
Unaffiliated companies (cost $5,891,527)
  $ 7,176,157  
Affiliated companies (cost $230,823)
    230,823  
 
     
 
    7,406,980  
 
       
Receivables and other assets:
       
Shares of beneficial interest sold
    40,353  
Dividends
    6,292  
Other
    6,236  
 
     
Total assets
    7,459,861  
 
       
Liabilities
       
Payables and other liabilities:
       
Legal, auditing and other professional fees
    20,589  
Shareholder communications
    14,788  
Investments purchased
    8,334  
Trustees’ compensation
    4,406  
Distribution and service plan fees
    4,309  
Shares of beneficial interest redeemed
    1,260  
Transfer and shareholder servicing agent fees
    609  
Other
    2,375  
 
     
Total liabilities
    56,670  
 
       
Net Assets
  $ 7,403,191  
 
     
 
       
Composition of Net Assets
       
Par value of shares of beneficial interest
  $ 726  
Additional paid-in capital
    8,010,434  
Accumulated net investment income
    60,637  
Accumulated net realized loss on investments
    (1,953,236 )
Net unrealized appreciation on investments
    1,284,630  
 
     
Net Assets
  $ 7,403,191  
 
     
 
       
Net Asset Value Per Share
       
Non-Service Shares:
       
Net asset value, redemption price per share and offering price per share
(based on net assets of $92,048 and 10,836 shares of beneficial interest outstanding)
  $ 8.49  
Service Shares:
       
Net asset value, redemption price per share and offering price per share
(based on net assets of $7,311,143 and 714,794 shares of beneficial interest outstanding)
  $ 10.23  
See accompanying Notes to Financial Statements.
10 | OPPENHEIMER VALUE FUND/VA

 


 

STATEMENT OF OPERATIONS For the Year Ended December 31, 2010
         
Investment Income
       
Dividends:
       
Unaffiliated companies (net of foreign withholding taxes of $801)
  $ 124,863  
Affiliated companies
    560  
Interest
    3  
 
     
Total investment income
    125,426  
 
       
Expenses
       
Management fees
    52,993  
Distribution and service plan fees—Service shares
    17,522  
Transfer and shareholder servicing agent fees:
       
Non-Service shares
    57  
Service shares
    7,009  
Shareholder communications:
       
Non-Service shares
    270  
Service shares
    24,190  
Legal, auditing and other professional fees
    28,401  
Trustees’ compensation
    7,802  
Administration service fees
    1,500  
Custodian fees and expenses
    100  
Other
    6,818  
 
     
Total expenses
    146,662  
Less waivers and reimbursements of expenses
    (81,418 )
 
     
Net expenses
    65,244  
 
       
Net Investment Income
    60,182  
 
       
Realized and Unrealized Gain
       
Net realized gain on investments from unaffiliated companies
    524,533  
Net change in unrealized appreciation/depreciation on investments
    356,769  
 
       
Net Increase in Net Assets Resulting from Operations
  $ 941,484  
 
     
See accompanying Notes to Financial Statements.
11 | OPPENHEIMER VALUE FUND/VA

 


 

STATEMENTS OF CHANGES IN NET ASSETS
                 
Year Ended December 31,   2010     2009  
 
Operations
               
Net investment income
  $ 60,182     $ 60,719  
Net realized gain (loss)
    524,533       (236,784 )
Net change in unrealized appreciation/depreciation
    356,769       1,768,926  
     
Net increase in net assets resulting from operations
    941,484       1,592,861  
 
               
Dividends and/or Distributions to Shareholders
               
Dividends from net investment income:
               
Non-Service shares
    (479 )     (103 )
Service shares
    (64,271 )     (9,896 )
     
 
    (64,750 )     (9,999 )
 
               
Beneficial Interest Transactions
               
Net increase (decrease) in net assets resulting from beneficial interest transactions:
               
Non-Service shares
    42,114       23,026  
Service shares
    (1,058,473 )     1,240,784  
     
 
    (1,016,359 )     1,263,810  
 
               
Net Assets
               
Total increase (decrease)
    (139,625 )     2,846,672  
Beginning of period
    7,542,816       4,696,144  
     
End of period (including accumulated net investment income of $60,637 and $53,310, respectively)
  $ 7,403,191     $ 7,542,816  
     
See accompanying Notes to Financial Statements.
12 | OPPENHEIMER VALUE FUND/VA

 


 

FINANCIAL HIGHLIGHTS
                                         
Non-Service Shares     Year Ended December 31,   2010     2009     2008     2007     2006  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 7.22     $ 4.99     $ 11.73     $ 11.58     $ 11.16  
 
Income (loss) from investment operations:
                                       
Net investment income (loss)1
    .11       .11       .12       .10       (.03 )
Net realized and unrealized gain (loss)
    1.24       2.14       (4.44 )     .59       1.61  
     
Total from investment operations
    1.35       2.25       (4.32 )     .69       1.58  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.08 )     (.02 )     (2.42 )     (.10 )     (.01 )
Distributions from net realized gain
                      (.44 )     (1.15 )
     
Total dividends and/or distributions to shareholders
    (.08 )     (.02 )     (2.42 )     (.54 )     (1.16 )
 
 
                                       
Net asset value, end of period
  $ 8.49     $ 7.22     $ 4.99     $ 11.73     $ 11.58  
     
 
                                       
Total Return, at Net Asset Value2
    18.85 %     45.08 %     (36.43 )%     5.89 %     14.03 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 92     $ 38     $ 6     $ 1,728     $ 2,657  
 
Average net assets (in thousands)
  $ 57     $ 20     $ 857     $ 2,753     $ 2,695  
 
Ratios to average net assets:3
                                       
Net investment income (loss)
    1.46 %     1.75 %     1.07 %     0.80 %     (0.29 )%
Total expenses4
    2.05 %     2.30 %     1.48 %     1.49 %     2.14 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.57 %     0.85 %     1.25 %     1.25 %     2.14 %
 
Portfolio turnover rate
    109 %     122 %     175 %     142 %     124 %
 
1.   Per share amounts calculated based on the average shares outstanding during the period.
 
2.   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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
3.   Annualized for periods less than one full year.
 
4.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    2.05 %
Year Ended December 31, 2009
    2.31 %
Year Ended December 31, 2008
    1.48 %
Year Ended December 31, 2007
    1.49 %
Year Ended December 31, 2006
    2.14 %
See accompanying Notes to Financial Statements.
13 | OPPENHEIMER VALUE FUND/VA

 


 

FINANCIAL HIGHLIGHTS Continued
                                         
Service Shares     Year Ended December 31,   2010     2009     2008     2007     20061  
 
Per Share Operating Data
                                       
Net asset value, beginning of period
  $ 8.99     $ 6.79     $ 11.75     $ 11.57     $ 11.89  
 
Income (loss) from investment operations:
                                       
Net investment income (loss)2
    .08       .09       .08       .06       (.05 )
Net realized and unrealized gain (loss)
    1.24       2.12       (4.97 )     .60       .88  
     
Total from investment operations
    1.32       2.21       (4.89 )     .66       .83  
 
Dividends and/or distributions to shareholders:
                                       
Dividends from net investment income
    (.08 )     (.01 )     (.07 )     (.04 )      
Distributions from net realized gain
                      (.44 )     (1.15 )
     
Total dividends and/or distributions to shareholders
    (.08 )     (.01 )     (.07 )     (.48 )     (1.15 )
 
 
                                       
Net asset value, end of period
  $ 10.23     $ 8.99     $ 6.79     $ 11.75     $ 11.57  
     
 
                                       
Total Return, at Net Asset Value3
    14.81 %     32.57 %     (41.62 )%     5.70 %     6.81 %
 
                                       
Ratios/Supplemental Data
                                       
Net assets, end of period (in thousands)
  $ 7,311     $ 7,505     $ 4,690     $ 6,481     $ 455  
 
Average net assets (in thousands)
  $ 7,008     $ 5,501     $ 5,561     $ 3,527     $ 268  
 
Ratios to average net assets:4
                                       
Net investment income (loss)
    0.85 %     1.10 %     0.84 %     0.49 %     (1.30 )%
Total expenses5
    2.08 %     2.17 %     2.13 %     1.63 %     2.89 %
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
    0.93 %     1.15 %     1.50 %     1.50 %     2.88 %
 
Portfolio turnover rate
    109 %     122 %     175 %     142 %     124 %
 
1.   For the period from September 18, 2006 (inception of offering) to December 31, 2006.
 
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. Total returns are not annualized for periods less than one full year. Total return information does not reflect expenses that apply at the separate account level or to related insurance products. Inclusion of these charges would reduce the total return figures for all periods shown. 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.   Total expenses including indirect expenses from affiliated fund were as follows:
         
Year Ended December 31, 2010
    2.08 %
Year Ended December 31, 2009
    2.18 %
Year Ended December 31, 2008
    2.13 %
Year Ended December 31, 2007
    1.63 %
Period Ended December 31, 2006
    2.89 %
See accompanying Notes to Financial Statements.
14 | OPPENHEIMER VALUE FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies
Oppenheimer Value Fund/VA (the “Fund”) is a separate series of Oppenheimer Variable Account Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek long-term growth of capital by investing primarily in common stocks with low price earnings ratios and better-than-anticipated earnings. Realization of current income is a secondary consideration. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
     The Fund offers two classes of shares. Both classes are sold at their offering price, which is the net asset value per share, to separate investment accounts of participating insurance companies as an underlying investment for variable life insurance policies, variable annuity contracts or other investment products. The class of shares designated as Service shares is subject to a distribution and service plan. Both 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.
     The following is a summary of significant accounting policies consistently followed by the Fund.
Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.
     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.
     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.
     U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.
     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.
15 | OPPENHEIMER VALUE FUND/VA

 


 

NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued
     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities 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 adjusted for any discounts related to 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.
     There have been no significant changes to the fair valuation methodologies of the Fund during the period.
Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.
Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.
     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.
     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.
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.
16 | OPPENHEIMER VALUE FUND/VA

 


 

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 remain open for the three preceding fiscal reporting period ends.
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.
                         
                    Net Unrealized  
                    Appreciation  
                    Based on Cost of  
                    Securities and  
Undistributed   Undistributed     Accumulated     Other Investments  
Net Investment   Long-Term     Loss     for Federal Income  
Income   Gain     Carryforward1,2,3     Tax Purposes  
 
$67,313
  $     $ 1,856,867     $ 1,185,989  
 
1.   As of December 31, 2010, the Fund had $1,856,867 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2010, details of the capital loss carryforwards were as follows:
         
Expiring        
 
2016
  $ 856,985  
2017
    999,882  
 
     
Total
  $ 1,856,867  
 
     
 
2.   During the fiscal year ended December 31, 2010, the Fund utilized $446,612 of capital loss carryforward to offset capital gains realized in that fiscal year.
 
3.   During the fiscal year ended December 31, 2009, the Fund did not utilize any capital loss carryforward.
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 may differ from their ultimate characterization for federal income tax purposes. 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 December 31, 2010. Net assets of the Fund were unaffected by the reclassifications.
         
    Increase to  
Increase to   Accumulated Net  
Accumulated   Net Realized  
Net Investment   Loss on  
Income   Investments  
 
$11,895
  $ 11,895  
The tax character of distributions paid during the years ended December 31, 2010 and December 31, 2009 was as follows:
                 
    Year Ended     Year Ended  
    December 31, 2010     December 31, 2009  
 
Distributions paid from:
               
Ordinary income
  $ 64,750     $ 9,999  
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 as of December 31, 2010 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and
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NOTES TO FINANCIAL STATEMENTS Continued
1. Significant Accounting Policies Continued

other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.
         
Federal tax cost of securities
  $ 6,220,991  
 
     
Gross unrealized appreciation
  $ 1,217,740  
Gross unrealized depreciation
    (31,751 )
 
     
Net unrealized appreciation
  $ 1,185,989  
 
     
Trustees’ Compensation. The Board of Trustees 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.
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. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed 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 market value of the securities received. Interest income 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.
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 0.50%. 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.
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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
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reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
2. 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 December 31, 2010     Year Ended December 31, 2009  
    Shares     Amount     Shares     Amount  
 
Non-Service Shares
                               
Sold
    6,745     $ 50,146       4,808     $ 27,757  
Dividends and/or distributions reinvested
    65       479       14       103  
Redeemed
    (1,196 )     (8,511 )     (846 )     (4,834 )
     
Net increase
    5,614     $ 42,114       3,976     $ 23,026  
     
 
                               
Service Shares
                               
Sold
    108,649     $ 1,008,324       326,123     $ 2,582,040  
Dividends and/or distributions reinvested
    7,063       64,271       1,092       9,896  
Redeemed
    (235,966 )     (2,131,068 )     (182,945 )     (1,351,152 )
     
Net increase (decrease)
    (120,254 )   $ (1,058,473 )     144,270     $ 1,240,784  
     
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended December 31, 2010, were as follows:
                 
    Purchases     Sales  
 
Investment securities
  $ 7,375,086     $ 8,387,433  
4. 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:
         
Fee Schedule        
 
Up to $200 million
    0.75 %
Next $200 million
    0.72  
Next $200 million
    0.69  
Next $200 million
    0.66  
Over $800 million
    0.60  
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS fees at an annual rate of 0.10% of the daily net assets of each class of shares. For the year ended December 31, 2010, the Fund paid $7,095 to OFS for services to the Fund.
Distribution and Service Plan for Service Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) in accordance with Rule 12b-1 under the Investment Company Act of 1940 for Service shares to pay OppenheimerFunds Distributor, Inc. (the “Distributor”), for distribution related services, personal service and account maintenance for the Fund’s Service shares. Under the Plan, payments are made periodically at an annual rate of 0.25% of the daily net assets of Service shares of the Fund. The Distributor currently uses all of those fees to compensate sponsors of the insurance product that offers Fund shares, for providing personal service and mainte
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NOTES TO FINANCIAL STATEMENTS Continued
4. Fees and Other Transactions with Affiliates Continued
nance of accounts of their variable contract owners that hold Service shares. These fees are paid out of the Fund’s assets on an on-going basis and increase operating expenses of the Service shares, which results in lower performance compared to the Fund’s shares that are not subject to a service fee. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
Waivers and Reimbursements of Expenses. The Manager has voluntarily agreed to limit the Fund’s total annual operating expenses so that those expenses, as percentages of daily net assets, will not exceed the annual rate of 0.80% for Non-Service shares and 1.05% for Service shares. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $844 and $80,322 for Non-Service and Service shares, respectively.
     The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $252 for IMMF management fees.
     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
5. Risk Exposures and the Use of Derivative Instruments
The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity and debt securities: they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.
Market Risk Factors. In accordance with its investment objectives, the Fund may use derivatives to increase or decrease its exposure to one or more of the following 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 to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.
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.
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Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.
The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.
Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.
     Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.
     Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.
Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.
Credit Related Contingent Features. The Fund’s agreements with derivative counterparties have several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s International Swap and Derivatives Association, Inc. master agreements which govern certain positions in swaps, over-the-counter options and swaptions, and forward currency exchange contracts for each individual counterparty.
The effect of derivative instruments on the Statement of Operations is as follows:
Amount of Realized Gain or (Loss) Recognized on Derivatives
         
Derivatives Not Accounted   Investments from  
for as Hedging Instruments   unaffiliated companies*  
 
Equity contracts
  $ (1,267 )
 
*   Includes purchased option contracts, purchased swaption contracts and written option contracts exercised, if any.
Option Activity
The Fund may buy and sell put and call options, or write put and call options. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security at a fixed price, upon exercise of the option.
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NOTES TO FINANCIAL STATEMENTS Continued
5. Risk Exposures and the Use of Derivative Instruments Continued
     Options are valued daily based upon the last sale price on the principal exchange on which the option is traded. The difference between the premium received or paid, and market value of the option, is recorded as unrealized appreciation or depreciation. The net change in unrealized appreciation or depreciation is reported in the Statement of Operations. When an option is exercised, the cost of the security purchased or the proceeds of the security sale are adjusted by the amount of premium received or paid. Upon the expiration or closing of the option transaction, a gain or loss is reported in the Statement of Operations.
     The Fund has purchased put options on individual equity securities and, or, equity indexes to decrease exposure to equity risk. A purchased put option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.
     During the year ended December 31, 2010, the Fund had an average market value of $101 on purchased put options.
     Options written, if any, are reported in a schedule following the Statement of Investments and as a liability in the Statement of Assets and Liabilities. Securities held in collateralized accounts to cover potential obligations with respect to outstanding written options are noted in the Statement of Investments.
     The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk that there may be an illiquid market where the Fund is unable to close the contract.
Additional associated risks to the Fund include counterparty credit risk for over-the-counter options and liquidity risk. As of December 31, 2010, the Fund did not hold any outstanding written options.
6. Pending Litigation
Since 2009, a number of lawsuits have been pending in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff “). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
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     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
7. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending December 31, 2011. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending December 31, 2011.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees and Shareholders of Oppenheimer Variable Account Funds:
We have audited the accompanying statement of assets and liabilities of Oppenheimer Value Fund/VA, (one of the portfolios constituting the Oppenheimer Variable Account Funds), including the statement of investments, as of December 31, 2010, and the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. 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. The accompanying financial highlights of Oppenheimer Value Fund/VA for the years ended prior to January 1, 2009 were audited by other auditors whose report dated February 11, 2009 expressed an unqualified opinion on those financial highlights.
     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Value Fund/VA as of December 31, 2010, and the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
KPMG llp
Denver, Colorado
February 16, 2011
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FEDERAL INCOME TAX INFORMATION Unaudited
In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.
     Dividends, if any, paid by the Fund during the fiscal year ended December 31, 2010 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.
     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.
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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
     Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Mitch Williams and John Damian, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board
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also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other large-cap value funds underlying variable insurance products. The Board considered that the Fund outperformed its performance universe median during the one-year, three-year and five-year periods.
     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other large-cap value funds underlying variable insurance products. In reviewing the fees and expenses charged to the VA Funds, the Board considered the Manager’s assertion that, because there is much greater disparity in the fees and services that may be provided by a manager to a VA fund as opposed to a retail fund, when comparing the expenses of the various VA funds to those of retail funds, it is most appropriate to focus on total expenses (rather than on the management fees). Accordingly, while the Board reviewed and considered all expenses, it focused on total expenses. The Board considered that the Fund’s actual management fees and total expenses were lower than its expense group median. The Board also considered that effective May 1, 2009, the Manager voluntarily agreed to cap annual total expenses, as a percentage of net assets, for non-service shares at 0.80% and for service shares at 1.05%.
     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
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PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
The Fund has adopted Portfolio Proxy Voting Policies and Procedures 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 Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (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 1.800.525.7048, 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.
28 | OPPENHEIMER VALUE FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited
     
Name, Position(s) Held with
the Fund, Length of
Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
   
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.
 
   
William L. Armstrong,
Chairman of the Board of Trustees and Trustee (since 2002)
Age: 73
  President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
George C. Bowen,
Trustee (since 2002)
Age: 74
  Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Bowen has served on the Boards of certain Oppenheimer funds since 1998, 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 Boards’ deliberations.
 
   
Edward L. Cameron,
Trustee (since 2002)
Age: 72
  Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994- June 1998). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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 Boards’ deliberations.
 
   
Jon S. Fossel,
Trustee (since 2002)
Age: 68
  Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, 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 Boards’ deliberations.
 
   
Sam Freedman,
Trustee (since 2002)
Age: 70
  Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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 Boards’ deliberations.
29 | OPPENHEIMER VALUE FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with
the Fund, Length of
Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
Beverly L. Hamilton,
Trustee (since 2002)
Age: 64
  Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 36 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, 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 Boards’ deliberations.
 
   
Robert J. Malone,
Trustee (since 2002)
Age: 66
  Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 36 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 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 Boards’ deliberations.
 
   
F. William Marshall, Jr.,
Trustee (since 2002)
Age: 68
  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, 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 Boards’ deliberations.
 
   
INTERESTED TRUSTEE
AND OFFICER
  The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
 
   
William F. Glavin, Jr.,
Trustee, President and Principal Executive Officer (since 2009)
Age: 52
  Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005- March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004- August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive
30 | OPPENHEIMER VALUE FUND/VA

 


 

     
Name, Position(s) Held with
the Fund, Length of
Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
William F. Glavin, Jr.,
Continued
  Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007- January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since 2009, 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 Boards’ deliberations.
 
   
OTHER OFFICERS OF
THE FUND
  The addresses of the Officers in the chart below are as follows: for Messrs. Williams, Damian, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 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.
 
   
Mitch Williams,
Vice President (since 2008)
and Portfolio Manager
(since 2009)
Age: 42
  Vice President of the Manager (since July 2006); CFA and a Senior Research Analyst of the Manager (since April 2002). Prior to joining the manager, Vice President and Research Analyst for Evergreen Funds (October 2000- January 2002). A portfolio manager and officer of 4 portfolios in the OppenheimerFunds complex.
 
   
John Damian,
Vice President
(since 2008) and
Portfolio Manager
(since 2009)
Age: 42
  Senior Vice President and Director of Value Equity Investments (since February 2007); Vice President of the Manager (September 2001-February 2007). Senior Analyst/Director for Citigroup Asset Management (November 1999-September 2001). A portfolio manager and officer of 5 portfolios in the OppenheimerFunds complex.
 
   
Thomas W. Keffer,
Vice President and
Chief Business
Officer (since 2009)
Age: 55
  Senior Vice President of the Manager (since March 1997); Director of Investment Brand Management of the Manager (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Mark S. Vandehey,
Vice President and Chief
Compliance Officer
(since 2004)
Age: 60
  Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.
 
   
Brian W. Wixted,
Treasurer and Principal
Financial & Accounting
Officer (since 2002)
Age: 51
  Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.
31 | OPPENHEIMER VALUE FUND/VA

 


 

TRUSTEES AND OFFICERS Unaudited / Continued
     
Name, Position(s) Held with
the Fund, Length of
Service, Age
  Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
 
Robert G. Zack,
Vice President and Secretary (since 2002) Age: 62
  Executive Vice President (since January 2004) and General Counsel-Corporate (since March 2002) of the Manager; General Counsel of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001). An officer of 96 portfolios in the OppenheimerFunds complex.
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 1.800.981.2871.
32 | OPPENHEIMER VALUE FUND/VA

 


 

OPPENHEIMER VALUE FUND/VA
A Series of Oppenheimer Variable Account Funds
     
Manager
  OppenheimerFunds, Inc.
 
   
Distributor
  OppenheimerFunds Distributor, Inc.
 
   
Transfer Agent
  OppenheimerFunds Services
 
   
Independent Registered
Public Accounting Firm
  KPMG llp
 
Counsel
  K&L Gates LLP
 
   
 
  Before investing, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, or calling us at 1.800.981.2871. Read prospectuses carefully before investing.
     
© 2011 OppenheimerFunds, Inc. All rights reserved.    
(OPPENHEIMERFUNDS LOGO)

 


 

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 George C. Bowen, the Chairman of the Board’s Audit Committee, is the audit committee financial expert and that Mr. Bowen 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 $327,200 in fiscal 2010 and $321,600 in fiscal 2009.
(b)   Audit-Related Fees
The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years.
The principal accountant for the audit of the registrant’s annual financial statements billed $342,900 in fiscal 2010 and $269,540 in fiscal 2009 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 and professional services for the capital accumulation plan, FIN 45 and FAS 157.
(c)   Tax Fees
The principal accountant for the audit of the registrant’s annual financial statements billed $50,311 in fiscal 2010 and $86,363 in fiscal 2009.
The principal accountant for the audit of the registrant’s annual financial statements billed no such fees to the registrant during the last two fiscal years 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 during the last two fiscal years.
The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years 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.
(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 Chairman 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 maybe 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 it 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) 100%
(f)   Not applicable as less than 50%.
 
(g)   The principal accountant for the audit of the registrant’s annual financial statements billed $393,211 in fiscal 2010 and $355,903 in fiscal 2009 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

 


 

1.   The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.
 
2.   The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.
 
3.   The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:
    the name, address, and business, educational, and/or other pertinent background of the person being recommended;
 
    a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;
 
    any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and
 
    the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.
    The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.
 
4.   Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life

 


 

    Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”
 
5.   Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.
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 12/31/2010, 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. Exhibits.
(a)   (1) Exhibit attached hereto.
(2) Exhibits attached hereto.
(3) Not applicable.
(b)   Exhibit 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 Variable Account Funds
         
By:
  /s/ William F. Glavin, Jr.
 
William F. Glavin, Jr.
   
 
  Principal Executive Officer    
 
Date:
  02/08/2011    
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
         
By:
  /s/ William F. Glavin, Jr.
 
William F. Glavin, Jr.
   
 
  Principal Executive Officer    
 
Date:
  02/08/2011    
         
By:
  /s/ Brian W. Wixted
 
Brian W. Wixted
   
 
  Principal Financial Officer    
 
Date:
  02/08/2011