Annual Report 10/31/2017. Oppenheimer Rising Dividends Fund

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1 Annual Report 10/31/2017 Oppenheimer Rising Dividends Fund

2 Table of Contents Fund Performance Discussion 3 Top Holdings and Allocations 6 Fund Expenses 9 Statement of Investments 11 Statement of Assets and Liabilities 14 Statement of Operations 16 Statements of Changes in Net Assets 17 Financial Highlights 18 Notes to Financial Statements 24 Report of Independent Registered Public Accounting Firm 37 Federal Income Tax Information 38 Board Approval of the Fund s Investment Advisory and Sub- Advisory Agreements 39 Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments Privacy Notice 49 Class A Shares AVERAGE ANNUAL TOTAL RETURNS AT 10/31/17 Class A Shares of the Fund Without Sales Charge With Sales Charge S&P 500 Index Russell 1000 Index 1-Year 19.42% 12.55% 23.63% 23.67% 5-Year Year Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor s shares, when redeemed, may be worth more or less than their original cost. Fund returns include changes in share price, reinvested distributions, and a 5.75% maximum applicable sales charge except where without sales charge is indicated. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual's investment. Returns for periods of less than one year are cumulative and not annualized. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call CALL OPP ( ). See Fund prospectuses and summary prospectuses for more information on share classes and sales charges. 2 OPPENHEIMER RISING DIVIDENDS FUND

3 Fund Performance Discussion The Fund s Class A shares (without sales charge) produced a total return of 19.42% during the reporting period, underperforming the Russell 1000 Index (the Index ), which returned 23.67% over the same period. The Fund s underperformance stemmed from both stock selection and an underweight in the Information Technology sector, and also unfavorable stock selection in the Health Care and Financials sectors. The Fund outperformed the Index in the Real Estate sector due to stock selection and in the Telecommunication Services sector as a result of an underweight position. The Fund also underperformed the S&P 500 Index's return of 23.63% during the reporting period. MARKET OVERVIEW Domestic equities posted solid gains over the reporting period, continuing the strong upward move following the November 2016 election. The top performing sectors of the Index during the reporting period were Information Technology, Financials and Materials. On the other side of the coin, the weakest sectors were Telecommunication Services, Energy and Consumer Staples. As investors, it is important to know what is and what is not within one s circle of competence. As such, we strive to keep the portfolio in an all-weather orientation. Whether rates, commodity prices, currencies or even whole economies go up or down, COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Rising Dividends Fund (Class A shares with sales charge) S&P 500 Index Russell 1000 Index $20,818 $20,638 $16,311 3 OPPENHEIMER RISING DIVIDENDS FUND

4 our goal is to have a portfolio that is positioned to outperform no matter the environment. If our strategy includes not making oversized macro factor bets, a reasonable question is, What types of risks are you willing to take? First, we believe identifying companies with sustainable competitive advantages (or economic moats, if you prefer) is squarely in the middle of our circle of competence. Second, we believe we have the skills to identify company management teams that are likely to successfully execute on their plans. Lastly, correctly valuing stocks and seeing what expectations the market is pricing in is also within our skillset. It is not by accident that we weight the portfolio more heavily towards companies that have structural competitive advantages and/or management teams that are executing (e.g., gaining market reasonable stock valuations. Companies with these qualities generally have more stable earnings. Allow us to use a metaphor. If managing the portfolio was like betting on horses, we d readily admit that we cannot predict ahead of time the weather or track conditions. But horses (advantaged business models), the best jockeys (executing management teams), and can see when the payoff odds are in our favor (positive expected returns). To offset our agnostic position on the conditions, we seek to have some horses in the stable that will win no matter the market environment. In short, it boils down to mostly stock selection. This approach has led to consistent positive alpha versus our peers over time. FUND REVIEW Top performing stocks for the Fund this reporting period included Apple Inc., Microsoft Corp., and JPMorgan Chase & Co. expectations for its next generation of smartphones, the iphone 8 and iphone X. Building on a large installed base of users, we believe this product cycle may lead to increasingly successful transition to cloudbased services, while our gain in JPMorgan Chase was encouraged by an improving economic and regulatory backdrop for banks. Key detractors from performance during the reporting period included Medtronic, Kroger, and Activision Blizzard. Medtronic and Activision both tumbled in November 2016 following weak outlooks; both stocks were sold the following month as being relatively Kroger was hurt by a rapid escalation in competitive rivalry in the food retailing industry, a sign of poor underlying economics that later contributed toward a major reduction in dividend growth. Our Kroger shares were sold in March. 4 OPPENHEIMER RISING DIVIDENDS FUND

5 OUTLOOK At the moment, the U.S. economy continues its slow and steady growth. This is being driven by favorable employment, wage innovation also continue to help drive the economy higher. We are afraid companies are addicted to low interest rates, which have been low for almost a decade now. We believe the risks inherent to this market include the misallocation of capital if interest rates were to rise materially. We intend to maintain our discipline around valuation. Additionally, while innovation is alive and well and continuing to help generate economic growth, fundamental disruptions across market segments have been elevated. We continue to be focused on potential disruption risk to our companies. Volatility in the markets has been unusually low thus far in We expect heightened uncertainty to eventually return to the equity markets. Traditionally, during periods of economic uncertainty and heightened market volatility, investors favor stocks of higher quality companies with greater consistency and stability of revenue and earnings leading to relatively better stock performance of those companies. We think focusing on companies with economic moats and skilled management teams positions us well, should this environment come to pass. During times of economic volatility, such companies frequently widen their lead over weaker competitors. We seek to invest in companies, characterized by these qualities, at compelling valuations and believe this disciplined approach is essential to generating superior long-term performance. Joshua Peters, CFA Portfolio Manager Manind Govil, CFA Portfolio Manager 5 OPPENHEIMER RISING DIVIDENDS FUND

6 Top Holdings and Allocations TOP TEN COMMON STOCK HOLDINGS Apple, Inc. 5.6% Microsoft Corp. 5.3 JPMorgan Chase & Co. 3.7 PepsiCo, Inc. 3.1 Mastercard, Inc., Cl. A 2.9 UnitedHealth Group, Inc. 2.7 Magellan Midstream Partners LP 2.6 Stryker Corp Eastman Chemical Co. 2.2 Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2017, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds. com. SECTOR ALLOCATION TOP TEN COMMON STOCK INDUSTRIES Oil, Gas & Consumable Fuels 8.7% Software 7.4 Real Estate Investment Trusts (REITs) 7.4 Commercial Banks 7.3 Technology Hardware, Storage & Peripherals 5.6 IT Services 4.9 Semiconductors & Semiconductor Equipment 4.3 Health Care Providers & Services 4.1 Pharmaceuticals 4.0 Chemicals 3.2 Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2017, and are based on net assets. Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2017, and are based on the total market value of common stocks. 6 OPPENHEIMER RISING DIVIDENDS FUND

7 Share Class Performance AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 10/31/17 Inception Date 1-Year 5-Year 10-Year Class A (OARDX) 4/30/ % 11.21% 5.64% Class B (OBRDX) 9/1/ Class C (OCRDX) 9/1/ Class I (OIRDX) 2/28/ * Class R (ONRDX) 3/1/ Class Y (OYRDX) 12/16/ /31/17 Inception Date 1-Year 5-Year 10-Year Class A (OARDX) 4/30/ % 9.90% 5.01% Class B (OBRDX) 9/1/ Class C (OCRDX) 9/1/ Class I (OIRDX) 2/28/ * Class R (ONRDX) 3/1/ Class Y (OYRDX) 12/16/ Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call CALL OPP ( ). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I, Class R and Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Returns for periods of less than one year are cumulative and not annualized. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges. The Fund s performance is compared to the performance of the S&P 500 Index and the Russell 1000 Index. The S&P 500 Index is a capitalization-weighted index of 500 stocks intended to be a representative sample of leading companies in leading industries within the U.S. economy. The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market cap and current index membership. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund s performance, it 7 OPPENHEIMER RISING DIVIDENDS FUND

8 must be noted that the Fund s investments are not limited to the investments comprising the costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund's performance, and does not predict or depict performance of expenses. Before investing in any of the Oppenheimer funds, investors should carefully consider a fund's investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information oppenheimerfunds.com, or calling CALL OPP ( ). Read prospectuses and summary prospectuses carefully before investing. Shares of Oppenheimer funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested. 8 OPPENHEIMER RISING DIVIDENDS FUND

9 Fund Expenses Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments and/or contingent deferred sales charges on redemptions; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1, invested at the beginning of the period and held for the entire 6-month period ended October 31, Actual Expenses. 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, (for example, an $8, account value divided by $1, = 8.60), then multiply the result by the number in the Expenses Paid During 6 Months Ended October 31, 2017 to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs charges (loads). Therefore, the hypothetical section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. 9 OPPENHEIMER RISING DIVIDENDS FUND

10 Actual Beginning Account Value May 1, 2017 Ending Account Value October 31, 2017 Expenses Paid During 6 Months Ended October 31, 2017 Class A $ 1, $ 1, $ 5.55 Class B 1, , Class C 1, , Class I 1, , Class R 1, , Class Y 1, , Hypothetical (5% return before expenses) Class A 1, , Class B 1, , Class C 1, , Class I 1, , Class R 1, , Class Y 1, , Expenses are equal to the Fund s annualized expense ratio for that class, multiplied by the based on the 6-month period ended October 31, 2017 are as follows: Class Expense Ratios Class A 1.06% Class B 1.82 Class C 1.81 Class I 0.64 Class R 1.31 Class Y 0.81 expenses by the Fund s Manager and Transfer Agent. Some of these undertakings may be as indicated in the Fund's prospectus. The Financial Highlights tables in the Fund gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable. 10 OPPENHEIMER RISING DIVIDENDS FUND

11 STATEMENT OF INVESTMENTS October 31, 2017 Shares Value Common Stocks 99.9% Consumer Discretionary 9.8% Hotels, Restaurants & Leisure 2.9% Cedar Fair LP 1 662,942 $ 41,500,169 McDonald's Corp. 331,720 55,367,385 96,867,554 Household Durables 1.4% Whirlpool Corp. 272,580 44,684,039 Leisure Products 1.0% Hasbro, Inc. 352,900 32,675,011 Specialty Retail 2.5% Lowe's Cos., Inc. 546,750 43,712,663 TJX Cos., Inc. (The) 551,390 38,487,022 82,199,685 Textiles, Apparel & Luxury Goods 2.0% Hanesbrands, Inc. 2,948,090 66,332,025 Consumer Staples 6.9% Beverages 3.0% PepsiCo, Inc. 908, ,159,387 Food Products 1.7% Pinnacle Foods, Inc. 1,028,323 55,961,338 Tobacco 2.2% Altria Group, Inc. 1,106,850 71,081,907 Energy 8.7% Oil, Gas & Consumable Fuels 8.7% Chevron Corp. 523,262 60,640,833 Magellan Midstream Partners LP 1 1,221,388 83,921,570 Shell Midstream Partners LP 1 1,096,575 27,863,971 Spectra Energy Partners LP 1 1,352,600 58,324,112 Suncor Energy, Inc. 1,559,570 52,962, ,713,483 Financials 18.7% Capital Markets 2.3% Bank of New York Mellon Corp. (The) 758,990 39,050,035 CME Group, Inc., Cl. A 269,270 36,935,766 75,985,801 Commercial Banks 7.3% Huntington Bancshares, Inc. 3,449,150 47,598,270 Shares Value Commercial Banks (Continued) JPMorgan Chase & Co. 1,211,160 $ 121,854,808 Wells Fargo & Co. 1,257,020 70,569, ,022,181 Insurance 1.7% Chubb Ltd. 20,000 3,016,400 Marsh & McLennan Cos., Inc. 655,370 53,039,094 56,055,494 Real Estate Investment Trusts (REITs) 7.4% American Tower Corp. 296,730 42,631,199 CubeSmart 1,685,800 45,887,476 EPR Properties 611,050 42,272,439 Lamar Advertising Co., Cl. A 795,991 56,069,606 Ventas, Inc. 890,350 55,869, ,730,183 Health Care 11.9% Biotechnology 1.3% Gilead Sciences, Inc. 588,590 44,120,706 Health Care Equipment & Supplies 2.5% Stryker Corp. 533,040 82,551,905 Health Care Providers & Services 4.1% Quest Diagnostics, Inc. 478,170 44,842,782 UnitedHealth Group, Inc. 420,380 88,372, ,215,066 Pharmaceuticals 4.0% Merck & Co., Inc. 1,020,370 56,212,183 2,151,940 75,447, ,659,200 Industrials 12.6% Aerospace & Defense 3.1% Boeing Co. (The) 217,570 56,128,708 Lockheed Martin Corp. 146,760 45,225, ,354,270 Commercial Services & Supplies 2.6% Johnson Controls International plc 925,550 38,308,515 KAR Auction Services, Inc. 1,007,768 47,697,659 86,006, OPPENHEIMER RISING DIVIDENDS FUND

12 STATEMENT OF INVESTMENTS Continued Value Machinery 1.3% Cummins, Inc. 235,500 $ 41,655,240 Professional Services 1.4% Nielsen Holdings plc 1,195,680 44,323,858 Road & Rail 1.3% Canadian National Railway Co. 537,790 43,286,717 Trading Companies & Distributors 2.9% Fastenal Co. 1,233,480 57,936,555 Watsco, Inc. 227,580 37,908,001 95,844,556 Information Technology 23.6% Communications Equipment 1.4% Motorola Solutions, Inc. 510,040 46,179,021 IT Services 4.9% Accenture plc, Cl. A 450,690 64,160,228 Mastercard, Inc., Cl. A 643,450 95,726, ,886,285 Semiconductors & Semiconductor Equipment 4.3% Broadcom Ltd. 266,480 70,326,737 Maxim Integrated Products, Inc. 1,358,680 71,385, ,711,784 Software 7.4% Microsoft Corp. 2,081, ,178,431 Shares Value Software (Continued) Oracle Corp. 1,404,450 $ 71,486, ,664,936 Technology Hardware, Storage & Peripherals 5.6% Apple, Inc. 1,079, ,438,110 Materials 4.7% Chemicals 3.2% Albemarle Corp. 230,360 32,455,420 Eastman Chemical Co. 793,650 72,071, ,526,777 Metals & Mining 1.5% Compass Minerals International, Inc. 741,680 48,654,208 Utilities 3.0% Electric Utilities 2.0% PG&E Corp. 1,143,530 66,061,728 Multi-Utilities 1.0% National Grid plc 2,777,142 33,420,931 Total Investments, at Value (Cost $2,639,608,512) 99.9% 3,280,029,560 Net Other Assets (Liabilities) 0.1 2,077,466 Net Assets 100.0% $ 3,282,107,026 Footnotes to Statement of Investments 1. Security is a Master Limited Partnership. reporting period by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Shares Gross Gross Shares October 31, 2016 Additions Reductions October 31, 2017 Oppenheimer Institutional Government Money Market Fund, Cl. E 55,754, ,514, ,268, OPPENHEIMER RISING DIVIDENDS FUND

13 Footnotes to Statement of Investments (Continued) Realized Gain (Loss) Change in Unrealized Gain (Loss) Income Oppenheimer Institutional Government Money Market Fund, Cl. E $ 93,281 $ $ See accompanying Notes to Financial Statements. 13 OPPENHEIMER RISING DIVIDENDS FUND

14 STATEMENT OF ASSETS AND LIABILITIES October 31, 2017 Assets Investments, at value (cost $2,639,608,512) see accompanying statement of investments $ 3,280,029,560 Cash 139,830 Receivables and other assets: Investments sold 5,968,755 Dividends 2,488, ,824 Other 286,426 Total assets 3,289,587,303 Liabilities Payables and other liabilities: 5,238,409 Investments purchased 1,202,033 Distribution and service plan fees 595,460 Trustees' compensation 369,011 Shareholder communications 23,095 Other 52,269 Total liabilities 7,480,277 Net Assets $ 3,282,107,026 Composition of Net Assets $ 164,239,698 Additional paid-in capital 2,221,680,620 Accumulated net investment income 6,508,814 Accumulated net realized gain on investments and foreign currency transactions 249,256,846 Net unrealized appreciation on investments 640,421,048 Net Assets $ 3,282,107, OPPENHEIMER RISING DIVIDENDS FUND

15 Net Asset Value Per Share Class A Shares: Net asset value and redemption price per share (based on net assets of $2,131,478,668 and $20.45 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $21.70 Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $21,166,039 and 1,194,422 shares of $17.72 Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $534,215,714 and 30,457,066 shares of $17.54 Class I Shares: Net asset value, redemption price and offering price per share (based on net assets of $21.10 Class R Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $111,030,214 and 5,463,449 shares of $20.32 Class Y Shares: Net asset value, redemption price and offering price per share (based on net assets of $21.14 See accompanying Notes to Financial Statements. 15 OPPENHEIMER RISING DIVIDENDS FUND

16 STATEMENT OF OPERATIONS For the October 31, 2017 Investment Income Dividends: $ 84,416,439 93,281 Interest 13,550 Total investment income 84,523,270 Expenses Management fees 20,176,421 Distribution and service plan fees: Class A 5,296,015 Class B 356,080 Class C 5,605,785 Class R 581,840 Transfer and shareholder servicing agent fees: Class A 4,784,562 Class B 78,478 Class C 1,236,207 Class I 2,934 Class R 257,550 Class Y 1,076,708 Shareholder communications: Class A 42,234 Class B 2,650 Class C 11,893 Class I 89 Class R 1,909 Class Y 6,322 Borrowing fees 82,329 Trustees' compensation 49,891 Custodian fees and expenses 14,172 Other 279,290 Total expenses 39,943,359 Less waivers and reimbursements of expenses (436,400) Net expenses 39,506,959 Net Investment Income 45,016,311 Realized and Unrealized Gain (Loss) Net realized gain (loss) on: 298,037,121 Foreign currency transactions (17,197) Net realized gain 298,019,924 Net change in unrealized appreciation/depreciation on investment transactions 257,721,730 Net Increase in Net Assets Resulting from Operations $ 600,757,965 See accompanying Notes to Financial Statements. 16 OPPENHEIMER RISING DIVIDENDS FUND

17 STATEMENTS OF CHANGES IN NET ASSETS October 31, 2017 October 31, 2016 Operations Net investment income $ 45,016,311 $ 55,834,080 Net realized gain 298,019, ,380,838 Net change in unrealized appreciation/depreciation 257,721,730 (348,853,259) Net increase (decrease) in net assets resulting from operations 600,757,965 (71,638,341) Dividends and/or Distributions to Shareholders Dividends from net investment income: Class A (32,497,593) (32,363,349) Class B (320,768) (586,227) Class C (5,896,284) (5,575,683) Class I (193,778) (452,912) Class R (1,466,230) (1,411,968) Class Y (8,199,981) (16,876,792) (48,574,634) (57,266,931) Distributions from net realized gain: Class A (105,946,176) (148,174,884) Class B (2,634,198) (5,688,467) Class C (32,289,558) (46,224,268) Class I (451,065) (2,350,614) Class R (5,705,060) (7,934,586) Class Y (22,264,482) (90,268,228) (169,290,539) (300,641,047) transactions: Class A (319,701,021) (197,506,501) Class B (35,046,526) (32,771,169) Class C (110,347,364) (63,614,636) Class I 11,210,597 (32,406,374) Class R (20,751,235) (12,043,611) Class Y (79,496,883) (1,035,147,086) (554,132,432) (1,373,489,377) Net Assets Total decrease (171,239,640) (1,803,035,696) Beginning of period 3,453,346,666 5,256,382,362 End of period (including accumulated net investment income of $6,508,814 and $3,658,940, respectively) $ 3,282,107,026 $ 3,453,346,666 See accompanying Notes to Financial Statements. 17 OPPENHEIMER RISING DIVIDENDS FUND

18 FINANCIAL HIGHLIGHTS Class A October 31, 2017 October 31, 2016 October 30, October 31, 2014 October 31, 2013 Per Share Operating Data Net asset value, beginning of period $18.26 $19.88 $20.99 $20.91 $17.13 Income (loss) from investment operations: Net investment income Net realized and unrealized gain (loss) 3.11 (0.48) Total from investment operations 3.38 (0.24) Dividends and/or distributions to shareholders: Dividends from net investment income (0.29) (0.25) (0.17) (0.17) (0.25) Distributions from net realized gain (0.90) (1.13) (1.73) (2.13) 0.00 Total dividends and/or distributions to shareholders (1.19) (1.38) (1.90) (2.30) (0.25) Net asset value, end of period $20.45 $18.26 $19.88 $20.99 $20.91 Total Return, at Net Asset Value % (1.37)% 3.72% 12.57% 23.70% Ratios/Supplemental Data Net assets, end of period (in thousands) $2,131,479 $2,201,657 $2,615,039 $2,754,772 $2,681,455 Average net assets (in thousands) $2,175,064 $2,406,601 $2,727,301 $2,770,081 $2,352,213 Ratios to average net assets: 4 Net investment income 1.43% 1.29% 0.85% 0.84% 1.29% below 1.07% 1.07% 1.05% 1.05% 1.03% Interest and fees from borrowings 0.00% % % % 0.00% Total expenses % 1.07% 1.05% 1.05% 1.03% Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses 1.06% 1.07% % % % 7 Portfolio turnover rate 78% 96% 60% 90% 87% 1. Represents the last business day of the Fund's reporting period. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calcu- 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. October 31, % October 31, % October 30, % October 31, % October 31, % 7. Waiver was less than 0.005%. See accompanying Notes to Financial Statements. 18 OPPENHEIMER RISING DIVIDENDS FUND

19 Class B October 31, 2017 October 31, 2016 October 30, October 31, 2014 October 31, 2013 Per Share Operating Data Net asset value, beginning of period $15.97 $17.55 $18.75 $18.92 $15.49 Income (loss) from investment operations: Net investment income Net realized and unrealized gain (loss) 2.68 (0.42) Total from investment operations 2.80 (0.32) Dividends and/or distributions to shareholders: Dividends from net investment income (0.15) (0.13) (0.03) (0.02) (0.05) Distributions from net realized gain (0.90) (1.13) (1.73) (2.13) 0.00 Total dividends and/or distributions to shareholders (1.05) (1.26) (1.76) (2.15) (0.05) Net asset value, end of period $17.72 $15.97 $17.55 $18.75 $18.92 Total Return, at Net Asset Value % (2.05)% 2.91% 11.65% 22.54% Ratios/Supplemental Data Net assets, end of period (in thousands) $21,166 $52,559 $93,400 $131,421 $153,929 Average net assets (in thousands) $35,562 $70,446 $112,249 $143,551 $148,505 Ratios to average net assets: 5 Net investment income 0.73% 0.61% 0.12% 0.02% 0.41% below 1.84% 1.83% 1.80% 1.88% 1.96% Interest and fees from borrowings 0.00% % % % 0.00% Total expenses % 1.83% 1.80% 1.88% 1.96% Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses 1.83% 1.83% % % % Portfolio turnover rate 78% 96% 60% 90% 87% 1. Represents the last business day of the Fund's reporting period. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Less than $0.005 per share. 4. distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calcu- would pay on fund distributions or the redemption of fund shares. 5. Annualized for periods less than one full year. 6. Less than 0.005%. 7. October 31, % October 31, % October 30, % October 31, % October 31, % 8. Waiver was less than 0.005%. See accompanying Notes to Financial Statements. 19 OPPENHEIMER RISING DIVIDENDS FUND

20 FINANCIAL HIGHLIGHTS Continued Class C October 31, 2017 October 31, 2016 October 30, October 31, 2014 October 31, 2013 Per Share Operating Data Net asset value, beginning of period $15.83 $17.43 $18.63 $18.82 $15.42 Income (loss) from investment operations: Net investment income Net realized and unrealized gain (loss) 2.68 (0.42) Total from investment operations 2.79 (0.33) Dividends and/or distributions to shareholders: Dividends from net investment income (0.18) (0.14) (0.04) (0.04) (0.10) Distributions from net realized gain (0.90) (1.13) (1.73) (2.13) 0.00 Total dividends and/or distributions to shareholders (1.08) (1.27) (1.77) (2.17) (0.10) Net asset value, end of period $17.54 $15.83 $17.43 $18.63 $18.82 Total Return, at Net Asset Value % (2.13)% 2.97% 11.75% 22.69% Ratios/Supplemental Data Net assets, end of period (in thousands) $534,216 $586,282 $716,184 $746,275 $691,021 Average net assets (in thousands) $561,839 $653,546 $750,751 $727,578 $589,965 Ratios to average net assets: 4 Net investment income 0.68% 0.54% 0.10% 0.08% 0.53% below 1.83% 1.82% 1.80% 1.81% 1.79% Interest and fees from borrowings 0.00% % % % 0.00% Total expenses % 1.82% 1.80% 1.81% 1.79% Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses 1.82% 1.82% % % % 7 Portfolio turnover rate 78% 96% 60% 90% 87% 1. Represents the last business day of the Fund's reporting period. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calcu- 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. October 31, % October 31, % October 30, % October 31, % October 31, % 7. Waiver was less than 0.005%. See accompanying Notes to Financial Statements. 20 OPPENHEIMER RISING DIVIDENDS FUND

21 Class I October 31, 2017 October 31, 2016 October 30, October 31, 2014 October 31, 2013 Per Share Operating Data Net asset value, beginning of period $18.81 $20.43 $21.52 $21.38 $17.53 Income (loss) from investment operations: Net investment income Net realized and unrealized gain (loss) 3.21 (0.53) Total from investment operations 3.56 (0.16) Dividends and/or distributions to shareholders: Dividends from net investment income (0.37) (0.33) (0.26) (0.25) (0.34) Distributions from net realized gain (0.90) (1.13) (1.73) (2.13) 0.00 Total dividends and/or distributions to shareholders (1.27) (1.46) (1.99) (2.38) (0.34) Net asset value, end of period $21.10 $18.81 $20.43 $21.52 $21.38 Total Return, at Net Asset Value % (0.92)% 4.19% 13.04% 24.20% Ratios/Supplemental Data Net assets, end of period (in thousands) $21,409 $8,978 $45,049 $51,014 $55,697 Average net assets (in thousands) $9,823 $24,379 $47,979 $61,699 $51,557 Ratios to average net assets: 4 Net investment income 1.78% 1.95% 1.28% 1.27% 1.63% below 0.64% 0.63% 0.62% 0.62% 0.63% Interest and fees from borrowings 0.00% % % % 0.00% Total expenses % 0.63% 0.62% 0.62% 0.63% Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses 0.64% % % % % 7 Portfolio turnover rate 78% 96% 60% 90% 87% 1. Represents the last business day of the Fund's reporting period. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calcu- 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. October 31, % October 31, % October 30, % October 31, % October 31, % 7. Waiver was less than 0.005%. See accompanying Notes to Financial Statements. 21 OPPENHEIMER RISING DIVIDENDS FUND

22 FINANCIAL HIGHLIGHTS Continued Class R October 31, 2017 October 31, 2016 October 30, October 31, 2014 October 31, 2013 Per Share Operating Data Net asset value, beginning of period $18.15 $19.77 $20.88 $20.81 $17.03 Income (loss) from investment operations: Net investment income Net realized and unrealized gain (loss) 3.08 (0.48) Total from investment operations 3.31 (0.29) Dividends and/or distributions to shareholders: Dividends from net investment income (0.24) (0.20) (0.11) (0.11) (0.16) Distributions from net realized gain (0.90) (1.13) (1.73) (2.13) 0.00 Total dividends and/or distributions to shareholders (1.14) (1.33) (1.84) (2.24) (0.16) Net asset value, end of period $20.32 $18.15 $19.77 $20.88 $20.81 Total Return, at Net Asset Value % (1.63)% 3.47% 12.23% 23.29% Ratios/Supplemental Data Net assets, end of period (in thousands) $111,030 $118,374 $142,003 $161,113 $189,804 Average net assets (in thousands) $117,073 $128,499 $150,181 $173,446 $177,429 Ratios to average net assets: 4 Net investment income 1.20% 1.04% 0.60% 0.57% 0.95% below 1.33% 1.32% 1.30% 1.33% 1.39% Interest and fees from borrowings 0.00% % % % 0.00% Total expenses % 1.32% 1.30% 1.33% 1.39% Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses 1.31% 1.32% % % % 7 Portfolio turnover rate 78% 96% 60% 90% 87% 1. Represents the last business day of the Fund's reporting period. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calcu- 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. October 31, % October 31, % October 30, % October 31, % October 31, % 7. Waiver was less than 0.005%. See accompanying Notes to Financial Statements. 22 OPPENHEIMER RISING DIVIDENDS FUND

23 Class Y October 31, 2017 October 31, 2016 October 30, October 31, 2014 October 31, 2013 Per Share Operating Data Net asset value, beginning of period $18.84 $20.45 $21.53 $21.39 $17.53 Income (loss) from investment operations: Net investment income Net realized and unrealized gain (loss) 3.20 (0.52) Total from investment operations 3.54 (0.20) Dividends and/or distributions to shareholders: Dividends from net investment income (0.34) (0.28) (0.21) (0.21) (0.29) Distributions from net realized gain (0.90) (1.13) (1.73) (2.13) 0.00 Total dividends and/or distributions to shareholders (1.24) (1.41) (1.94) (2.34) (0.29) Net asset value, end of period $21.14 $18.84 $20.45 $21.53 $21.39 Total Return, at Net Asset Value % (1.11)% 4.01% 12.79% 23.90% Ratios/Supplemental Data Net assets, end of period (in thousands) $462,807 $485,497 $1,644,707 $2,087,847 $2,042,811 Average net assets (in thousands) $489,430 $1,140,392 $1,807,893 $2,059,021 $1,814,575 Ratios to average net assets: 4 Net investment income 1.69% 1.67% 1.12% 1.05% 1.46% below 0.83% 0.82% 0.81% 0.83% 0.88% Interest and fees from borrowings 0.00% % % % 0.00% Total expenses % 0.82% 0.81% 0.83% 0.88% Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses 0.82% 0.82% % % % 7 Portfolio turnover rate 78% 96% 60% 90% 87% 1. Represents the last business day of the Fund's reporting period. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calcu- 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. October 31, % October 31, % October 30, % October 31, % October 31, % 7. Waiver was less than 0.005%. See accompanying Notes to Financial Statements. 23 OPPENHEIMER RISING DIVIDENDS FUND

24 NOTES TO FINANCIAL STATEMENTS October 31, Organization Oppenheimer Rising Dividends Fund (the Fund ) is registered under the Investment Company Act of 1940 ( 1940 Act investment company. The Fund s investment objective is to seek total return. The Fund s investment adviser is OFI Global Asset Management, Inc. ( OFI Global or the Manager ), a whollyowned subsidiary of OppenheimerFunds, Inc. ( OFI or the Sub-Adviser ). The Manager has entered into a sub-advisory agreement with OFI. The Fund offers Class A, Class C, Class I, Class R and Class Y shares, and previously offered Class B shares for new purchase through June 29, Subsequent to that date, no new purchases of Class B shares are permitted, however reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds are allowed. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class R shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a CDSC. Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and R shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase. accepted in the United States ( U.S. GAAP ). Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3. Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis: (1) Value of investment securities, other assets and liabilities at the exchange rates prevailing at Market Close as described in Note 3. (2) Purchases and sales of investment securities, income and expenses at the rates of exchange prevailing on the respective dates of such transactions. Although the net assets and the values are presented at the foreign exchange rates at Market Close, the Fund does not isolate the portion of the results of operations resulting from 24 OPPENHEIMER RISING DIVIDENDS FUND

25 in gains or losses from investments shown in the Statement of Operations. For securities, which are subject to foreign withholding tax upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims recorded on Fund s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate. Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those shares based upon the relative proportion of net assets represented by such class. Operating class. Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. Income distributions, if any, are declared and paid quarterly. 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- have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the securities received. Withholding taxes on foreign dividends, if any, and capital gains taxes on foreign investments, if any, have been provided for in accordance with the Fund's understanding of the applicable tax rules and regulations. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily. Return of Capital Estimates. Distributions received from the Fund s investments in Master Limited Partnerships (MLPs) and Real Estate Investments Trusts (REITs), generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates. Such estimates are based on historical information available from each MLP, REIT and other industry sources. These estimates may subsequently be revised based on information received from MLPs and REITs after their tax reporting periods are concluded. Custodian Fees. Custodian fees and expenses in the Statement of Operations may include 25 OPPENHEIMER RISING DIVIDENDS FUND

26 NOTES TO FINANCIAL STATEMENTS Continued 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 activity. Prior to July 17, 2017, the Fund paid interest to its custodian on such cash overdrafts, to the extent they were not offset by positive cash balances maintained by the Fund, when applicable, at a rate equal to the negative rolling average balance at an average Federal Funds Rate plus 0.50%. This rate increased to the Prime Rate plus 0.35% effective July 17, 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 The Fund s organizational documents provide current and former Trustees performance of their duties to the Fund. In the normal course of business, the Fund may also s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote. Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise ended October 31, 2017, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund 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 Net Investment Income Undistributed Long-Term Gain Accumulated Loss Carryforward 1,2 Other Investments for Federal Income Tax Purposes $85,585,002 $170,977,697 $ $640,369, OPPENHEIMER RISING DIVIDENDS FUND

27 1. During the reporting period, the Fund did not utilize any capital loss carryforward. 2. During the previous reporting period, the Fund did not utilize any capital loss carryforward. from net investment income or net realized gains are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net Increase to Paid-in Capital Increase to Accumulated Net Investment Income Reduction to Accumulated Net Realized Gain on Investments 3 $35,087,130 $6,408,197 $41,495, $35,107,953, including $23,396,530 of long-term capital gain, was distributed in connection with Fund share redemptions. The tax character of distributions paid during the reporting periods: October 31, 2017 October 31, 2016 Distributions paid from: Ordinary income $ 48,574,634 $ 75,880,984 Long-term capital gain 169,290, ,026,994 Total $ 217,865,173 $ 357,907,978 The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes at period end are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, gain or loss. Federal tax cost of securities $ 2,639,660,469 Gross unrealized appreciation $ 680,569,549 Gross unrealized depreciation (40,200,458) Net unrealized appreciation $ 640,369,091 Use of Estimates. 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 27 OPPENHEIMER RISING DIVIDENDS FUND

28 NOTES TO FINANCIAL STATEMENTS Continued operations during the reporting period. Actual results could differ from those estimates. 3. Securities Valuation The Fund calculates the net asset value of its shares as of 4:00 P.M. Eastern time, on each day the New York Stock Exchange (the "Exchange") is open for trading, except in the case of a scheduled early closing of the Exchange, in which case the Fund will calculate net asset value of the shares as of the scheduled early closing time of the Exchange. The Fund s Board has adopted procedures for the valuation of the Fund s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a fair valuation for any security for which market quotations are not readily available. The Valuation Committee s fair valuation determinations are subject to s Board at least quarterly or more frequently, if necessary. Valuation Methods and Inputs Securities are valued primarily using unadjusted quoted market prices, when available, as supplied by third party pricing services or broker-dealers. The following methodologies are used to determine the market value or the fair value of the types of securities described below: Equity securities traded on a securities exchange (including exchange-traded derivatives time when the Fund is valued at the last sale price on the principal exchange on which it is traded, or if no sales occurred, the security is valued at the mean between the quoted bid and asked prices. Overthe-counter equity securities are valued at the last published sale price, or if no sales occurred, at the mean between the quoted bid and asked prices. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities s assets are valued. occurred that would materially affect the value of the security, the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the s Board or (ii) as determined in good faith by the Manager s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Those standardized fair valuation methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value 28 OPPENHEIMER RISING DIVIDENDS FUND

29 3. Securities Valuation (Continued) index, or changes in the value of similar securities which may be further adjusted for any use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security. Each investment asset or liability of the Fund is assigned a level at measurement date based used in determining the value of each of the Fund s investments as of the reporting period end. 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.) s own judgments about assumptions that market participants would use in pricing the asset or liability). The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The table below categorizes amounts that are included in the Fund's Statement of Assets and Liabilities at period end based on valuation input level: Level 1 Unadjusted Quoted Prices Level 2 Observable Inputs 29 OPPENHEIMER RISING DIVIDENDS FUND Level 3 Unobservable Inputs Value Assets Table Investments, at Value: Common Stocks Consumer Discretionary $ 322,758,314 $ $ $ 322,758,314 Consumer Staples 227,202, ,202,632 Energy 283,713, ,713,483 Financials 614,793, ,793,659 Health Care 391,546, ,546,877 Industrials 412,470, ,470,815 Information Technology 774,880, ,880,136 Materials 153,180, ,180,985 Utilities 66,061,728 33,420,931 99,482,659 Total Assets $ 3,246,608,629 $ 33,420,931 $ $ 3,280,029,560 Forward currency exchange contracts and futures contracts, if any, are reported at their