Oppenheimer Developing Markets Fund NCSR Certified annual shareholder report (management investment company)

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 811-07657

Oppenheimer Developing Markets Fund

(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: August 31

Date of reporting period: 08/31/2010

Item 1. Reports to Stockholders.

TOP HOLDINGS AND ALLOCATIONS

Top Ten Geographical Holdings


Brazil	14.5	%
India	13.3
Hong Kong	10.2
Mexico	9.6
United Kingdom	6.7
South Africa	5.6
Taiwan	5.6
Korea, Republic of South	4.7
Russia	4.0
United States	3.5

Portfolio holdings and allocations are subject to change. Percentages are as of August 31, 2010, and are based on the total market value of investments.

Top Ten Common Stock Holdings


Infosys Technologies Ltd.	4.1	%
America Movil SAB de CV, ADR, Series L	3.4
Petroleo Brasileiro SA, Sponsored ADR	3.2
NHN Corp.	2.9
Magnit	2.5
SABMiller plc	2.4
CNOOC Ltd.	2.3
Anglo American plc	2.0
Hong Kong Exchanges & Clearing Ltd.	2.0
HDFC Bank Ltd., ADR	1.9

Portfolio holdings and allocations are subject to change. Percentages are as of August 31, 2010, and are based on net assets. For more current Top 10 Fund holdings, please visit www.oppenheimerfunds.com.

7 | OPPENHEIMER DEVELOPING MARKETS FUND

TOP HOLDINGS AND ALLOCATIONS

Regional Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of August 31, 2010, and are based on the total market value of investments.

8 | OPPENHEIMER DEVELOPING MARKETS FUND

FUND PERFORMANCE DISCUSSION

How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund’s performance during its fiscal year ended August 31, 2010, followed by a graphical comparison of the Fund’s performance to an appropriate broad-based market index.

Management’s Discussion of Fund Performance. Oppenheimer Developing Markets Fund’s Class A shares (without sales charge) returned 22.85% during the reporting period, outperforming the MSCI Emerging Markets Index’s return of 18.34%. The Fund’s Class A shares (without sales charge) finished the one-year period ended August 31, 2010 in the 1st quartile (61 out of 385 ranked funds) of Lipper Inc.’s Emerging Markets Funds category and also finished in the first quartile for the 3-year (5 out of 260), 5-year (9 out of 187) and 10-year periods (5 out of 111).¹

At period end, relative to the MSCI Emerging Markets Index, we had our largest sector overweights in consumer staples and information technology. As was the case for the previous fiscal year end, these sectors were also the two largest contributors to the Fund’s outperformance during the reporting period.

Within consumer staples, the major contributors to relative performance were Russian retailer Magnit (our top performer for the second fiscal year in a row), Chilean retailer Cencosud SA and Hong Kong-based China Resources Enterprise Ltd., a conglomerate which combines retailing, beverage and food processing, as well as distribution, textiles and real estate. In information technology, Indian business software and outsourcing giant Infosys Technologies Ltd. was again a major positive contributor to Fund performance, as were Baidu, Inc. in China, which gained market share in part due to Google’s difficulties in China, and High Tech Computer Corp. (HTC) in Taiwan, which manufactures the Android phone. HDFC Bank Ltd. and Tata Consultancy Services Ltd. in India also performed well during the period.

We gradually increased our weighting in the energy sector over the course of the reporting period and this was also a positive, as the Fund substantially outperformed the Index in terms of stock selection, in part due to the solid performance of Russian gas producer NovaTek OAO.

There were only two material detractors in terms of sectors over the reporting period, which were materials and telecommunication services. In materials, our underweight position was a negative as were our holdings of Anglo Platinum Ltd. and Impala Platinum Holdings Ltd. The two laggards in telecommunication services, Orascom Telecom Holding in Egypt and Turkcell Iletisim Hizmetleri AS in Turkey, were sold during the period.


1.		Lipper Inc., 8/31/10. Lipper ranking is for Class A 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 8/31/10, without considering sales charges. Different share classes may have different expenses and performance characteristics. Past performance is no guarantee of future results.

9 | OPPENHEIMER DEVELOPING MARKETS FUND

FUND PERFORMANCE DISCUSSION

On a country basis, India, one of the top contributors to Fund performance last fiscal year end, was the top performer for the Fund this reporting period, followed by Russia and China. In terms of detractors, the main culprits were Turkey as a result of Turkcell’s underperformance, South Africa, where our holdings in the materials sector hurt performance, and Egypt.

At period end, the Fund had overweight positions to the consumer staples, information technology, consumer discretionary and health care sectors, underweight positions to the materials, financials, industrials, telecommunication services and energy sectors, and did not hold any securities within the utilities sector. On a country basis, the Fund had its largest overweight positions to the United Kingdom, India, Mexico and Hong Kong, and its greatest underweight positions to Korea, China and Taiwan.

Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares of the Fund held until August 31, 2010. In the case of Class A, Class B and Class C shares, performance is measured over a ten-fiscal-year period. In the case of Class N shares, performance is measured from inception of the Class on March 1, 2001. In the case of Y shares, performance is measured from inception of the Class on September 7, 2005. The Fund’s performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C and Class N shares, and reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results.

The Fund’s performance is compared to the performance of the Morgan Stanley Capital International (MSCI) Emerging Markets Index, an unmanaged index of equity securities of issuers in certain developing markets. The MSCI Emerging Markets Index is widely recognized as a measure of performance in developing markets. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and none of the data in the graphs shows the effect of taxes. 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 investments in the index.

10 | OPPENHEIMER DEVELOPING MARKETS FUND

Class A Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

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, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. 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 and N shares, the contingent deferred sales charge of 1% for the 1-year period. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year returns for Class B shares uses Class A performance for the period after conversion. There is no sales charge for Class Y shares. See page 16 for further information.

11 | OPPENHEIMER DEVELOPING MARKETS FUND

FUND PERFORMANCE DISCUSSION

Class B Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

12 | OPPENHEIMER DEVELOPING MARKETS FUND

Class C Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

13 | OPPENHEIMER DEVELOPING MARKETS FUND

FUND PERFORMANCE DISCUSSION

Class N Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

14 | OPPENHEIMER DEVELOPING MARKETS FUND

Class Y Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

15 | OPPENHEIMER DEVELOPING MARKETS FUND

NOTES

Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns shown do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

Investors should consider the Fund’s investment objectives, risks, expenses and other charges carefully before investing. The Fund’s prospectus and, if available, the Fund’s summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus and, if available, the summary prospectus carefully before investing.

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.

Class A shares of the Fund were first publicly offered on 11/18/96. Unless otherwise noted, Class A returns include the maximum initial sales charge of 5.75%.

Class B shares of the Fund were first publicly offered on 11/18/96. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). 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. Class B shares are subject to an annual 0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 11/18/96. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to a 0.75% annual asset-based sales charge.

Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge.

Class Y shares of the Fund were first publicly offered on 9/7/05. Class Y shares are offered only to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals.

An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.

16 | OPPENHEIMER DEVELOPING MARKETS FUND

FUND EXPENSES

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and 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 August 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 transactional costs, such as front-end or contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in the Statement of Additional Information). 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.

17 | OPPENHEIMER DEVELOPING MARKETS FUND

FUND EXPENSES Continued


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	March 1, 2010		August 31, 2010		August 31, 2010

Actual
Class A	$	1,000.00	$	1,085.10	$	7.12
Class B		1,000.00		1,080.40		11.76
Class C		1,000.00		1,080.90		10.96
Class N		1,000.00		1,082.90		9.17
Class Y		1,000.00		1,086.80		5.48

Hypothetical (5% return before expenses)

Class A		1,000.00		1,018.40		6.89
Class B		1,000.00		1,013.96		11.38
Class C		1,000.00		1,014.72		10.62
Class N		1,000.00		1,016.43		8.88
Class Y		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 August 31, 2010 are as follows:


Class	Expense Ratios

Class A		1.35	%
Class B		2.23
Class C		2.08
Class N		1.74
Class Y		1.04

The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager and Transfer Agent. 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.

18 | OPPENHEIMER DEVELOPING MARKETS FUND

STATEMENT OF INVESTMENTS August 31, 2010


	Shares		Value

Common Stocks—97.6%
Consumer Discretionary—8.6%
Automobiles—0.7%
PT Astra International Tbk		19,795,000	$	104,287,991
Distributors—0.6%
CFAO		2,709,351		82,142,746
Diversified Consumer Services—1.1%
Ambow Education Holding Ltd., ADR^1,2		2,071,070		18,805,316
Anhanguera Educacional Participacoes SA		3,605,267		60,763,504
Estacio Participacoes SA		1,253,900		13,408,252
MegaStudy Co. Ltd.¹		450,481		65,003,931

				157,981,003
Hotels, Restaurants & Leisure—1.0%
Ctrip.com International Ltd., ADR²		1,809,250		73,256,533
Jollibee Foods Corp.		35,312,178		60,721,999

				133,978,532
Household Durables—1.5%
Corporacion GEO SA de CV, Series B²		17,379,219		44,766,690
Cyrela Brazil Realty SA Empreendimentos e Participacoes		7,230,600		90,575,488
MRV Engenharia e Participacoes SA		8,994,100		75,588,849
SARE Holding SA de CV, Cl. B^1,2		36,930,070		7,246,457

				218,177,484
Internet & Catalog Retail—0.6%
B2W Compania Global do Varejo		5,465,900		87,267,665
Media—1.6%
Grupo Televisa SA, Sponsored GDR		5,755,553		106,420,175
Zee Entertainment Enterprises Ltd.¹		19,326,059		117,973,594

				224,393,769
Multiline Retail—1.5%
Lojas Americanas SA, Preference¹		24,907,400		209,328,526
Consumer Staples—21.2%
Beverages—8.6%
Anadolu Efes Biracilik ve Malt Sanayii AS		3,090,670		41,490,937
Carlsberg AS, Cl. B		1,526,328		143,810,598
Companhia de Bebidas das Americas, Sponsored ADR, Preference		1,199,700		132,794,793
East African Breweries Ltd.		3,280,648		7,247,590
Fomento Economico Mexicano SA de CV, Sponsored ADR		3,649,650		177,737,955
Fomento Economico Mexicano SA de CV, UBD		36,184,528		176,681,730
Grupo Modelo SA de CV, Series C		29,723,291		157,630,678
Nigerian Breweries plc		80,902,585		37,167,128
SABMiller plc		11,989,530		341,459,990

				1,216,021,399
Food & Staples Retailing—8.3%
Almacenes Exito SA		2,069,364		25,499,433
Almacenes Exito SA, GDR³		2,850,361		34,617,919
BIM Birlesik Magazalar AS		3,137,258		85,489,569
Cencosud SA		15,963,339		95,675,315
China Resources Enterprise Ltd.		45,633,000		190,070,281
Dairy Farm International Holdings Ltd.		6,331,330		46,028,769
Magnit		3,624,554		353,247,417
Shinsegae Department Store Co.		401,427		193,196,579
Wal-Mart de Mexico SAB de CV, Series V		67,296,536		152,545,749

				1,176,371,031

19 | OPPENHEIMER DEVELOPING MARKETS FUND

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Food Products—0.2%
Tingyi Holding Corp. (Cayman Islands)		14,378,000	$	36,338,934
Household Products—1.8%
Hindustan Unilever Ltd.		33,264,544		187,042,345
Unilever Indonesia Tbk		42,427,000		75,603,177

				262,645,522
Personal Products—2.1%
Colgate-Palmolive (India) Ltd.		2,205,211		38,701,359
Natura Cosmeticos SA		10,565,700		257,607,558

				296,308,917
Tobacco—0.2%
Eastern Tobacco Co.		995,880		22,167,127
Energy—13.1%
Energy Equipment & Services—1.0%
Tenaris SA, ADR		4,258,247		143,290,012
Oil, Gas & Consumable Fuels—12.1%
Cairn Energy plc²		19,892,318		142,091,172
China Shenhua Energy Co. Ltd.		20,756,000		75,972,201
CNOOC Ltd.		192,914,000		328,510,340
DNO International ASA²		39,239,244		52,587,381
Niko Resources Ltd.		766,348		75,639,450
NovaTek OAO, Sponsored GDR³		1,276,339		93,683,283
NovaTek OAO, Sponsored GDR		1,655,100		121,484,340
Pacific Rubiales Energy Corp.²		3,164,543		74,636,148
PetroChina Co. Ltd.		127,674,000		138,527,213
Petroleo Brasileiro SA, Sponsored ADR		15,431,700		456,161,052
Tullow Oil plc		8,714,847		162,280,090

				1,721,572,670
Financials—18.7%
Capital Markets—0.6%
Egyptian Financial Group-Hermes Holding SAE		16,889,211		85,576,818
Commercial Banks—8.2%
Banco Santander Chile SA		610,054,117		50,630,672
Bancolombia SA, Sponsored ADR		2,089,640		134,217,577
Commercial International Bank		21,375,546		144,349,374
Credicorp Ltd.		766,910		80,717,278
Grupo Financiero Inbursa SA de CV		8,240,829		29,992,986
HDFC Bank Ltd., ADR		1,728,578		276,226,764
ICICI Bank Ltd., Sponsored ADR		3,387,080		139,920,275
PT Bank Central Asia Tbk		93,355,600		59,929,439
Siam Commercial Bank Public Co. Ltd.		11,364,200		34,588,274
Standard Bank Group Ltd.		14,107,085		199,947,606
Turkiye Garanti Bankasi AS		296,182		1,426,046
Yapi ve Kredi Bankasi AS²		4,136,479		12,352,146

				1,164,298,437
Diversified Financial Services—3.9%
BM&F BOVESPA SA		18,560,498		134,745,252
Haci Omer Sabanci Holding AS		29,034,923		131,194,767
Hong Kong Exchanges & Clearing Ltd.		17,650,800		277,594,687
JSE Ltd.		869,015		8,095,096

				551,629,802

20 | OPPENHEIMER DEVELOPING MARKETS FUND


	Shares		Value

Real Estate Management & Development—4.3%
Hang Lung Development Co.		11,126,750	$	66,513,755
Hang Lung Properties Ltd.		59,117,881		264,097,235
Multiplan Empreendimentos Imobiliarios SA		3,041,000		57,175,129
SM Prime Holdings, Inc.¹		967,445,737		232,903,603

				620,689,722
Thrifts & Mortgage Finance—1.7%
Housing Development Finance Corp. Ltd.		18,076,630		240,944,877
Health Care—1.7%
Health Care Equipment & Supplies—0.1%
Mindray Medical International Ltd., ADR		512,410		13,835,070
Health Care Providers & Services—0.7%
Diagnosticos da America		8,222,900		87,086,656
Fleury SA		510,400		6,262,844

				93,349,500
Life Sciences Tools & Services—0.5%
Divi’s Laboratories Ltd.		4,740,946		74,979,311
Pharmaceuticals—0.4%
Sun Pharmaceutical Industries Ltd.²		1,459,959		54,698,804
Industrials—3.7%
Aerospace & Defense—1.0%
Empresa Brasileira de Aeronautica SA, ADR		5,879,787		145,759,920
Construction & Engineering—0.2%
Impulsora del Desarrollo y el Empleo en America Latina SA de CV²		23,880,286		29,308,956
Industrial Conglomerates—1.6%
Enka Insaat ve Sanayi AS		40,480,812		147,125,835
SM Investments Corp.		7,288,980		76,007,221

				223,133,056
Machinery—0.2%
Shanghai Zhenhua Port Machinery Co. Ltd., B Shares²		41,264,662		22,736,829
Transportation Infrastructure—0.7%
DP World Ltd.		216,970,359		103,277,891
Information Technology—15.9%
Communications Equipment—0.9%
High Tech Computer Corp.		7,309,740		133,489,352
Electronic Equipment & Instruments—0.4%
Synnex Technology International Corp.		26,617,174		54,673,473
Internet Software & Services—4.9%
Baidu, Inc., ADR²		1,241,020		97,333,199
NHN Corp.^1,2		2,477,048		405,988,766
Sohu.com, Inc.^1,2		2,315,490		112,301,265
Tencent Holdings Ltd.		4,181,600		76,495,797

				692,119,027
IT Services—5.4%
Infosys Technologies Ltd.		10,038,717		579,157,571
Tata Consultancy Services Ltd.		9,175,052		164,571,644
Travelsky Technology Ltd., Cl. H¹		21,601,000		18,633,162

				762,362,377
Semiconductors & Semiconductor Equipment—4.3%
Epistar Corp.¹		59,037,000		152,227,515
MediaTek, Inc.		15,783,313		214,355,169
Taiwan Semiconductor Manufacturing Co. Ltd.		133,542,429		245,540,646

				612,123,330

21 | OPPENHEIMER DEVELOPING MARKETS FUND

STATEMENT OF INVESTMENTS Continued


	Shares			Value

Materials—7.2%
Chemicals—0.3%
Asian Paints Ltd.		384,782		$	22,598,172
Sociedad Quimica y Minera Chile SA, Sponsored ADR		420,992			17,955,309

					40,553,481
Metals & Mining—6.9%
Anglo American plc		8,007,147			286,272,108
Anglo Platinum Ltd.²		1,871,420			154,430,628
Antofagasta plc		1,600,450			25,221,496
Impala Platinum Holdings Ltd.		11,214,007			264,574,538
Vale SA, Sponsored ADR, Preference		10,830,500			255,816,410

					986,315,180
Telecommunication Services—7.5%
Diversified Telecommunication Services—1.0%
PT Telekomunikasi Indonesia Tbk		143,684,400			137,561,711
Wireless Telecommunication Services—6.5%
America Movil SAB de CV, ADR, Series L		10,369,950			483,550,769
China Mobile Ltd.		18,981,000			194,421,311
MTN Group Ltd.		10,891,000			177,947,864
Philippine Long Distance Telephone Co.		1,293,865			69,656,482

					925,576,426

Total Common Stocks (Cost $10,761,459,813)					13,861,266,678

Structured Securities—0.1%
UBS AG, Vietnam Dairy Products JSC Equity Linked Nts.³ (Cost $14,827,205)		3,108,331			14,175,837
Investment Companies—2.7%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%^4,5		7,144,870			7,144,870
Oppenheimer Institutional Money
Market Fund, Cl. E, 0.26%^1,4		376,395,470			376,395,470

Total Investment Companies (Cost $383,540,340)					383,540,340
Total Investments, at Value (Cost $11,159,827,358)		100.4	%		14,258,982,855
Liabilities in Excess of Other Assets		(0.4	)		(51,712,354	)

Net Assets		100.0	%	$	14,207,270,501

Footnotes to Statement of Investments


1.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended August 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
	August 31, 2009		Additions			Reductions		August 31, 2010

Ambow Education Holding Ltd., ADR		—		2,071,070			—		2,071,070
Epistar Corp.		28,169,000		40,968,000	^a		10,100,000		59,037,000
Lojas Americanas SA, Preference		22,404,300		9,130,300			6,627,200		24,907,400
MegaStudy Co. Ltd.		—		450,481			—		450,481

22 | OPPENHEIMER DEVELOPING MARKETS FUND


	Shares		Gross		Gross		Shares
	August 31, 2009		Additions		Reductions		August 31, 2010

NHN Corp.		789,677		1,767,849		80,478		2,477,048
Oppenheimer Institutional Money Market Fund, Cl. E		408,045,867		2,914,963,120		2,946,613,517		376,395,470
Orascom Telecom Holding SAE		20,747,715		161,712,189		182,459,904		—
SARE Holding SA de CV, Cl. B		35,824,170		1,105,900		—		36,930,070
SINA Corp.		2,948,662		852,800		3,801,462		—
SM Prime Holdings, Inc.		684,173,737		283,272,000		—		967,445,737
Sohu.com, Inc.		538,500		1,776,990		—		2,315,490
Travelsky Technology Ltd., Cl. H^b		30,715,000		5,337,000		14,451,000		21,601,000
Zee Entertainment Enterprises Ltd.^b		20,276,473		2,997,249		3,947,663		19,326,059


						Realized
	Value			Income		Gain (Loss)

Ambow Education Holding Ltd., ADR	$	18,805,316		$	—	$	—
Epistar Corp.		152,227,515			2,336,274		12,903,267
Lojas Americanas SA, Preference		209,328,526			562,058		(2,085,283	)
MegaStudy Co. Ltd.		65,003,931			—		—
NHN Corp.		405,988,766			—		(831,074	)
Oppenheimer Institutional Money Market Fund, Cl. E		376,395,470			870,279		—
Orascom Telecom Holding SAE		—			57,093		(105,600,851	)
SARE Holding SA de CV, Cl. B		7,246,457			—		—
SINA Corp.		—			—		11,236,974
SM Prime Holdings, Inc.		232,903,603			3,501,345		—
Sohu.com, Inc.		112,301,265			—		—
Travelsky Technology Ltd., Cl. H^b		—	^c		441,556		(4,197,441	)
Zee Entertainment Enterprises Ltd.^b		—	^c		954,129		2,020,756

	$	1,580,200,849		$	8,722,734	$	(86,553,652	)


a.		All or a portion is the result of a corporate action.

b.		No longer an affiliate as of August 31, 2010.

c.		The security is no longer an affiliate, therefore, the value has been excluded from this table.

2.		Non-income producing security.

3.		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 $142,477,039 or 1.00% of the Fund’s net assets as of August 31, 2010.

4.		Rate shown is the 7-day yield as of August 31, 2010.

5.		Interest rate is less than 0.0005%.

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 (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).

23 | OPPENHEIMER DEVELOPING MARKETS FUND

STATEMENT OF INVESTMENTS Continued

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 August 31, 2010 based on valuation input level:


			Level 2—			Level 3—
	Level 1—		Other Significant			Significant
	Unadjusted		Observable			Unobservable
	Quoted Prices		Inputs			Inputs		Value

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	1,135,414,970	$	82,142,746		$	—	$	1,217,557,716
Consumer Staples		2,889,745,442		120,107,488			—		3,009,852,930
Energy		1,103,421,498		761,441,184			—		1,864,862,682
Financials		2,384,118,923		279,020,733			—		2,663,139,656
Health Care		236,862,685		—			—		236,862,685
Industrials		524,216,652		—			—		524,216,652
Information Technology		2,040,412,390		214,355,169			—		2,254,767,559
Materials		560,944,429		465,924,232			—		1,026,868,661
Telecommunication Services		868,716,826		194,421,311			—		1,063,138,137
Structured Securities		—		14,175,837			—		14,175,837
Investment Companies		383,540,340		—			—		383,540,340

Total Investments, at Value		12,127,394,155		2,131,588,700			—		14,258,982,855
Other Financial Instruments:
Foreign currency exchange contracts		—		642			—		642

Total Assets	$	12,127,394,155	$	2,131,589,342		$	—	$	14,258,983,497

Liabilities Table
Other Financial Instruments:
Foreign currency exchange contracts	$	—	$	(289,178	)	$	—	$	(289,178	)

Total Liabilities	$	—	$	(289,178	)	$	—	$	(289,178	)

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.

Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:


Geographic Holdings	Value		Percent

Brazil	$	2,070,341,898		14.5	%
India		1,896,814,716		13.3
Hong Kong		1,459,734,822		10.2
Mexico		1,365,882,145		9.6
United Kingdom		957,324,856		6.7

24 | OPPENHEIMER DEVELOPING MARKETS FUND


Geographic Holdings	Value		Percent

South Africa	$	804,995,732		5.6	%
Taiwan		800,286,155		5.6
Korea, Republic of South		664,189,276		4.7
Russia		568,415,040		4.0
United States		495,841,605		3.5
Philippines		439,289,305		3.1
Turkey		419,079,300		2.9
Indonesia		377,382,318		2.6
Egypt		252,093,319		1.8
China		223,239,111		1.6
Cayman Islands		210,167,930		1.5
Colombia		194,334,929		1.4
Chile		164,261,296		1.1
Canada		150,275,598		1.0
Denmark		143,810,598		1.0
Luxembourg		143,290,012		1.0
United Arab Emirates		103,277,891		0.7
France		82,142,746		0.6
Peru		80,717,278		0.6
Norway		52,587,381		0.4
Bermuda		46,028,769		0.3
Nigeria		37,167,128		0.3
Thailand		34,588,274		0.2
Vietnam		14,175,837		0.1
Kenya		7,247,590		0.1

Total	$	14,258,982,855		100.0	%

Foreign Currency Exchange Contracts as of August 31, 2010 are as follows:


Counterparty/		Contract
Contract		Amount		Expiration				Unrealized		Unrealized
Description	Buy/Sell	(000s)		Date		Value		Appreciation		Depreciation

Bank of New York (The):
Hong Kong Dollar (HKD)	Buy	25,305	HKD		9/1/10	$	3,253,063	$	105	$	—
South African Rand (ZAR)	Buy	12,812	ZAR		9/3/10		1,736,309		—		8,597

									105		8,597

Brown Brothers Harriman:
Canadian Dollar (CAD)	Buy	690	CAD		9/1/10		646,852		—		9,438
South African Rand (ZAR)	Buy	80,093	ZAR		9/2/10		10,860,123		—		68,994

									—		78,432

Deutsche Bank Capital Corp.:
Mexican Nuevo Peso (MXN)	Buy	10,638	MXN		9/1/10		805,955		—		11,362
South African Rand (ZAR)	Buy	6,972	ZAR		9/3/10		944,843		—		9,687

									—		21,049

25 | OPPENHEIMER DEVELOPING MARKETS FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Foreign Currency Exchange Contracts as of August 31, 2010 are as follows Continued


Counterparty/		Contract
Contract		Amount		Expiration				Unrealized		Unrealized
Description	Buy/Sell	(000s)		Date		Value		Appreciation		Depreciation

JP Morgan Chase:
British Pound Sterling (GBP)	Buy	8,482	GBP		9/1/10-9/2/10	$	13,008,708	$	—	$	161,306
Danish Krone (DKK)	Buy	4,182	DKK		9/1/10-9/2/10		711,812		386		1,270
New Turkish Lira (TRY)	Buy	902	TRY		9/1/10		590,877		—		4,044
Norwegian Krone (NOK)	Buy	1,376	NOK		9/1/10-9/2/10		218,234		151		684

									537		167,304

RBS Greenwich Capital
Mexican Nuevo Peso (MXN)	Buy	19,338	MXN		9/1/10-9/2/10		1,465,090		—		13,796

Total unrealized appreciation and depreciation								$	642	$	289,178

See accompanying Notes to Financial Statements.

26 | OPPENHEIMER DEVELOPING MARKETS FUND

STATEMENT OF ASSETS AND LIABILITIES August 31, 2010


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $9,808,368,652)	$	12,678,782,006
Affiliated companies (cost $1,351,458,706)		1,580,200,849

		14,258,982,855
Cash		228,000
Cash—foreign currencies (cost $8,621,950)		7,065,317
Unrealized appreciation on foreign currency exchange contracts		642
Receivables and other assets:
Shares of beneficial interest sold		62,492,223
Investments sold		50,695,614
Dividends		15,489,919
Other		560,591

Total assets		14,395,515,161

Liabilities
Unrealized depreciation on foreign currency exchange contracts		289,178
Payables and other liabilities:
Investments purchased		140,293,519
Shares of beneficial interest redeemed		30,878,165
Foreign capital gains tax		6,184,973
Distribution and service plan fees		4,177,078
Transfer and shareholder servicing agent fees		2,143,837
Trustees’ compensation		1,169,420
Shareholder communications		611,252
Other		2,497,238

Total liabilities		188,244,660

Net Assets	$	14,207,270,501

Composition of Net Assets
Paid-in capital	$	12,331,994,782
Accumulated net investment loss		(17,677,390	)
Accumulated net realized loss on investments and foreign currency transactions		(1,198,523,127	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		3,091,476,236

Net Assets	$	14,207,270,501

27 | OPPENHEIMER DEVELOPING MARKETS FUND

STATEMENT OF ASSETS AND LIABILITIES Continued


Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $8,184,697,531 and 274,401,521 shares of beneficial interest outstanding)	$	29.83
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	31.65
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $212,589,607 and 7,222,952 shares of beneficial interest outstanding)	$	29.43
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $1,374,711,053 and 47,860,915 shares of beneficial interest outstanding)	$	28.72
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $388,942,326 and 13,472,157 shares of beneficial interest outstanding)	$	28.87
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $4,046,329,984 and 136,934,330 shares of beneficial interest outstanding)	$	29.55

See accompanying Notes to Financial Statements.

28 | OPPENHEIMER DEVELOPING MARKETS FUND

STATEMENT OF OPERATIONS For the Year Ended August 31, 2010


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $19,847,548)	$	204,931,491
Affiliated companies (net of foreign withholding taxes of $1,836,439)		8,722,734
Interest		677,549
Other income		8,486

Total investment income		214,340,260

Expenses
Management fees		96,001,151
Distribution and service plan fees:
Class A		17,345,517
Class B		2,048,464
Class C		11,250,712
Class N		1,662,472
Transfer and shareholder servicing agent fees:
Class A		14,414,456
Class B		586,518
Class C		1,876,991
Class N		1,479,951
Class Y		3,861,880
Shareholder communications:
Class A		806,862
Class B		76,588
Class C		167,916
Class N		25,705
Class Y		165,570
Custodian fees and expenses		6,702,483
Trustees’ compensation		201,571
Other		596,729

Total expenses		159,271,536
Less waivers and reimbursements of expenses		(768,433	)

Net expenses		158,503,103

Net Investment Income		55,837,157

29 | OPPENHEIMER DEVELOPING MARKETS FUND

STATEMENT OF OPERATIONS Continued


Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments:
Unaffiliated companies	$	184,487,898
Affiliated companies		(86,553,652	)
Foreign currency transactions		(40,166,342	)

Net realized gain		57,767,904
Net change in unrealized appreciation/depreciation on:
Investments (net of foreign capital gains tax of $3,516,228)		1,828,764,607
Translation of assets and liabilities denominated in foreign currencies		86,903,944

Net change in unrealized appreciation/depreciation		1,915,668,551

Net Increase in Net Assets Resulting from Operations	$	2,029,273,612

See accompanying Notes to Financial Statements.

30 | OPPENHEIMER DEVELOPING MARKETS FUND

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended August 31,	2010			2009

Operations
Net investment income	$	55,837,157		$	55,018,892
Net realized gain (loss)		57,767,904			(1,209,986,547	)
Net change in unrealized appreciation/depreciation		1,915,668,551			197,396,773


Net increase (decrease) in net assets resulting from operations		2,029,273,612			(957,570,882	)

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(28,115,725	)		(68,190,934	)
Class B		—			(1,078,159	)
Class C		(420,808	)		(4,261,769	)
Class N		(705,072	)		(2,776,532	)
Class Y		(14,503,388	)		(29,730,449	)


		(43,744,993	)		(106,037,843	)
Distributions from net realized gain:
Class A		—			(1,016,360,271	)
Class B		—			(40,720,539	)
Class C		—			(152,607,754	)
Class N		—			(54,658,040	)
Class Y		—			(313,774,356	)


		—			(1,578,120,960	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		1,555,808,926			330,623,839
Class B		(6,851,640	)		18,839,361
Class C		420,389,886			126,778,500
Class N		71,958,362			67,841,651
Class Y		1,795,575,131			1,169,394,062


		3,836,880,665			1,713,477,413

Net Assets
Total increase (decrease)		5,822,409,284			(928,252,272	)


Beginning of period		8,384,861,217			9,313,113,489


End of period (including accumulated net investment loss of $17,677,390 and $17,667,508, respectively)	$	14,207,270,501		$	8,384,861,217

See accompanying Notes to Financial Statements.

31 | OPPENHEIMER DEVELOPING MARKETS FUND

FINANCIAL HIGHLIGHTS


Class A Year Ended August 31,	2010			2009			2008			2007			2006

Per Share Operating Data
Net asset value, beginning of period	$	24.38		$	41.13		$	48.37		$	38.23		$	31.11

Income (loss) from investment operations:
Net investment income¹		.13			.21			.55			.35			.42
Net realized and unrealized gain (loss)		5.44			(8.08	)		(1.11	)		13.94			8.26

Total from investment operations		5.57			(7.87	)		(.56	)		14.29			8.68

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.12	)		(.56	)		(.45	)		(.50	)		(.45	)
Distributions from net realized gain		—			(8.32	)		(6.23	)		(3.65	)		(1.11	)

Total dividends and/or distributions to shareholders		(.12	)		(8.88	)		(6.68	)		(4.15	)		(1.56	)

Net asset value, end of period	$	29.83		$	24.38		$	41.13		$	48.37		$	38.23


Total Return, at Net Asset Value²		22.85	%		(5.68	)%		(3.59	)%		39.63	%		28.41	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	8,184,698		$	5,388,513		$	7,109,601		$	8,577,017		$	7,069,819

Average net assets (in thousands)	$	7,065,585		$	3,900,019		$	8,667,934		$	8,202,261		$	6,540,507

Ratios to average net assets:³
Net investment income		0.47	%		0.97	%		1.16	%		0.80	%		1.11	%
Total expenses		1.35	%⁴		1.43	%⁴		1.27	%⁴		1.32	%⁴		1.37	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.35	%		1.43	%		1.27	%		1.32	%		1.37	%

Portfolio turnover rate		33	%		55	%		51	%		40	%		65	%


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. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended August 31, 2010	1.35	%
Year Ended August 31, 2009	1.43	%
Year Ended August 31, 2008	1.27	%
Year Ended August 31, 2007	1.32	%

See accompanying Notes to Financial Statements.

32 | OPPENHEIMER DEVELOPING MARKETS FUND


Class B Year Ended August 31,	2010			2009			2008			2007			2006

Per Share Operating Data
Net asset value, beginning of period	$	24.17		$	40.56		$	47.75		$	37.75		$	30.78

Income (loss) from investment operations:
Net investment income (loss)¹		(.12	)		.03			.17			.02			.11
Net realized and unrealized gain (loss)		5.38			(7.88	)		(1.09	)		13.80			8.21

Total from investment operations		5.26			(7.85	)		(.92	)		13.82			8.32

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.22	)		(.04	)		(.17	)		(.24	)
Distributions from net realized gain		—			(8.32	)		(6.23	)		(3.65	)		(1.11	)

Total dividends and/or distributions to shareholders		—			(8.54	)		(6.27	)		(3.82	)		(1.35	)

Net asset value, end of period	$	29.43		$	24.17		$	40.56		$	47.75		$	37.75


Total Return, at Net Asset Value²		21.76	%		(6.43	)%		(4.30	)%		38.62	%		27.44	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	212,590		$	181,249		$	235,659		$	329,278		$	308,973

Average net assets (in thousands)	$	205,371		$	137,455		$	307,320		$	327,758		$	313,463

Ratios to average net assets:³
Net investment income (loss)		(0.43	)%		0.14	%		0.35	%		0.04	%		0.30	%
Total expenses		2.21	%⁴		2.23	%⁴		2.02	%⁴		2.06	%⁴		2.14	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.21	%		2.22	%		2.02	%		2.06	%		2.14	%

Portfolio turnover rate		33	%		55	%		51	%		40	%		65	%


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. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended August 31, 2010	2.21	%
Year Ended August 31, 2009	2.23	%
Year Ended August 31, 2008	2.02	%
Year Ended August 31, 2007	2.06	%

See accompanying Notes to Financial Statements.

33 | OPPENHEIMER DEVELOPING MARKETS FUND

FINANCIAL HIGHLIGHTS Continued


Class C Year Ended August 31,	2010			2009			2008			2007			2006

Per Share Operating Data
Net asset value, beginning of period	$	23.56		$	39.91		$	47.11		$	37.33		$	30.49

Income (loss) from investment operations:
Net investment income (loss)¹		(.06	)		.05			.20			.04			.15
Net realized and unrealized gain (loss)		5.23			(7.85	)		(1.08	)		13.62			8.10

Total from investment operations		5.17			(7.80	)		(.88	)		13.66			8.25

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.01	)		(.23	)		(.09	)		(.23	)		(.30	)
Distributions from net realized gain		—			(8.32	)		(6.23	)		(3.65	)		(1.11	)

Total dividends and/or distributions to shareholders		(.01	)		(8.55	)		(6.32	)		(3.88	)		(1.41	)

Net asset value, end of period	$	28.72		$	23.56		$	39.91		$	47.11		$	37.33


Total Return, at Net Asset Value²		21.95	%		(6.36	)%		(4.28	)%		38.67	%		27.50	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,374,711		$	768,598		$	923,115		$	1,124,129		$	945,369

Average net assets (in thousands)	$	1,127,812		$	532,652		$	1,126,359		$	1,072,232		$	832,650

Ratios to average net assets:³
Net investment income (loss)		(0.20	)%		0.25	%		0.43	%		0.09	%		0.42	%
Total expenses		2.07	%⁴		2.13	%⁴		1.99	%⁴		2.03	%⁴		2.09	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.07	%		2.13	%		1.99	%		2.03	%		2.09	%

Portfolio turnover rate		33	%		55	%		51	%		40	%		65	%


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. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended August 31, 2010	2.07	%
Year Ended August 31, 2009	2.13	%
Year Ended August 31, 2008	1.99	%
Year Ended August 31, 2007	2.03	%

See accompanying Notes to Financial Statements.

34 | OPPENHEIMER DEVELOPING MARKETS FUND


Class N Year Ended August 31,	2010			2009			2008			2007			2006

Per Share Operating Data
Net asset value, beginning of period	$	23.64		$	40.21		$	47.44		$	37.59		$	30.67

Income (loss) from investment operations:
Net investment income¹		.03			.12			.36			.17			.30
Net realized and unrealized gain (loss)		5.26			(7.95	)		(1.09	)		13.71			8.12

Total from investment operations		5.29			(7.83	)		(.73	)		13.88			8.42

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.06	)		(.42	)		(.27	)		(.38	)		(.39	)
Distributions from net realized gain		—			(8.32	)		(6.23	)		(3.65	)		(1.11	)

Total dividends and/or distributions to shareholders		(0.06	)		(8.74	)		(6.50	)		(4.03	)		(1.50	)

Net asset value, end of period	$	28.87		$	23.64		$	40.21		$	47.44		$	37.59


Total Return, at Net Asset Value²		22.39	%		(6.00	)%		(3.98	)%		39.09	%		27.93	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	388,942		$	257,960		$	282,921		$	333,271		$	240,673

Average net assets (in thousands)	$	337,841		$	174,883		$	365,943		$	294,086		$	194,085

Ratios to average net assets:³
Net investment income		0.12	%		0.60	%		0.77	%		0.40	%		0.81	%
Total expenses		1.83	%⁴		2.07	%⁴		1.69	%⁴		1.75	%⁴		1.75	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.71	%		1.77	%		1.68	%		1.74	%		1.73	%

Portfolio turnover rate		33	%		55	%		51	%		40	%		65	%


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. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

3.		Annualized for periods less than one full year.

4.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended August 31, 2010	1.83	%
Year Ended August 31, 2009	2.07	%
Year Ended August 31, 2008	1.69	%
Year Ended August 31, 2007	1.75	%

See accompanying Notes to Financial Statements.

35 | OPPENHEIMER DEVELOPING MARKETS FUND

FINANCIAL HIGHLIGHTS Continued


Class Y Year Ended August 31,	2010			2009			2008			2007			2006¹

Per Share Operating Data
Net asset value, beginning of period	$	24.13		$	41.18		$	48.43		$	38.28		$	32.15

Income (loss) from investment operations:
Net investment income²		.25			.27			.76			.54			.65
Net realized and unrealized gain (loss)		5.35			(8.21	)		(1.16	)		13.93			7.15

Total from investment operations		5.60			(7.94	)		(.40	)		14.47			7.80

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.18	)		(.79	)		(.62	)		(.67	)		(.56	)
Distributions from net realized gain		—			(8.32	)		(6.23	)		(3.65	)		(1.11	)

Total dividends and/or distributions to shareholders		(.18	)		(9.11	)		(6.85	)		(4.32	)		(1.67	)

Net asset value, end of period	$	29.55		$	24.13		$	41.18		$	48.43		$	38.28


Total Return, at Net Asset Value³		23.22	%		(5.45	)%		(3.29	)%		40.17	%		24.78	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	4,046,330		$	1,788,541		$	761,817		$	518,186		$	297,580

Average net assets (in thousands)	$	2,838,047		$	1,073,863		$	699,864		$	416,051		$	159,042

Ratios to average net assets:⁴
Net investment income		0.89	%		1.37	%		1.63	%		1.24	%		1.76	%
Total expenses		1.04	%⁵		1.08	%⁵		0.95	%⁵		0.94	%⁵		0.97	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.04	%		1.08	%		0.95	%		0.94	%		0.97	%

Portfolio turnover rate		33	%		55	%		51	%		40	%		65	%


1.		For the period from September 7, 2005 (inception of offering) to August 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. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4.		Annualized for periods less than one full year.

5.		Total expenses including indirect expenses from affiliated fund were as follows:


Year Ended August 31, 2010	1.04	%
Year Ended August 31, 2009	1.08	%
Year Ended August 31, 2008	0.95	%
Year Ended August 31, 2007	0.94	%

See accompanying Notes to Financial Statements.

36 | OPPENHEIMER DEVELOPING MARKETS FUND

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Developing Markets Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund’s investment objective is to aggressively seek capital appreciation. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC, however, the institutional investor may impose charges on those accounts. 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 N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares 72 months after the date of purchase. Prior to January 1, 2009, the Fund assessed a 2% fee on the proceeds of fund shares that were redeemed (either by selling or exchanging to another Oppenheimer fund) within 30 days of their purchase. The fee, which was 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.

37 | OPPENHEIMER DEVELOPING MARKETS FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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, 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.

38 | OPPENHEIMER DEVELOPING MARKETS FUND

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.

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.

39 | OPPENHEIMER DEVELOPING MARKETS FUND

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 of Securities and

Undistributed

Accumulated

Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3

Tax Purposes

43,156,998

—

1,147,873,727

2,981,127,941


1.		As of August 31, 2010, the Fund had $1,147,873,727 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of August 31, 2010, details of the capital loss carryforwards were as follows:


Expiring

2015	$	21,106,590
2016		3,478,061
2017		173,662,718
2018		949,626,358

Total	$	1,147,873,727

Of these losses, $24,584,651 are subject to loss limitation rules resulting from merger activity. These limitations generally reduce the utilization of these losses to a maximum of $3,478,061 per year.

2.		During the fiscal year ended August 31, 2010, the Fund did not utilize any capital loss carryforward.

3.		During the fiscal year ended August 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.

40 | OPPENHEIMER DEVELOPING MARKETS FUND

Accordingly, the following amounts have been reclassified for August 31, 2010. Net assets of the Fund were unaffected by the reclassifications.


		Increase to		Increase to
		Accumulated		Accumulated Net
Increase		Net Investment		Realized Loss
to Paid-in Capital		Loss		on Investments

$	25,851,492	$	12,102,046	$	13,749,446

The tax character of distributions paid during the years ended August 31, 2010 and August 31, 2009 was as follows:


	Year Ended		Year Ended
	August 31, 2010		August 31, 2009

Distributions paid from:
Ordinary income	$	43,744,993	$	164,585,547
Long-term capital gain		—		1,519,573,256

Total	$	43,744,993	$	1,684,158,803

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 August 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	$	11,270,463,410
Federal tax cost of other investments		41,945,636

Total federal tax cost	$	11,312,409,046


Gross unrealized appreciation	$	3,362,443,911
Gross unrealized depreciation		(381,315,970	)

Net unrealized appreciation	$	2,981,127,941

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 Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s independent trustees. Benefits are based on years of service and fees paid to each trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active independent trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the year ended August 31, 2010, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:


Projected Benefit Obligations Increased	$	25,663
Payments Made to Retired Trustees		83,939
Accumulated Liability as of August 31, 2010		685,165

41 | OPPENHEIMER DEVELOPING MARKETS FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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

42 | OPPENHEIMER DEVELOPING MARKETS FUND

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 no par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Year Ended August 31, 2010						Year Ended August 31, 2009
	Shares			Amount			Shares			Amount

Class A
Sold		136,629,733		$	3,897,325,382			88,209,250		$	1,806,302,825
Dividends and/or distributions reinvested		874,719			24,955,734			65,642,231			985,946,318
Acquisition—Note 6		—			—			2,079,397			51,132,381
Redeemed		(84,080,803	)		(2,366,472,190	)		(107,797,885	)		(2,512,757,685	)¹

Net increase		53,423,649		$	1,555,808,926			48,132,993		$	330,623,839


Class B
Sold		2,673,119		$	75,188,141			1,848,296		$	37,446,107
Dividends and/or distributions reinvested		—			—			2,476,298			37,094,950
Acquisition—Note 6		—			—			334,527			8,159,111
Redeemed		(2,948,769	)		(82,039,781	)		(2,970,555	)		(63,860,807	)¹

Net increase (decrease)		(275,650	)	$	(6,851,640	)		1,688,566		$	18,839,361


Class C
Sold		23,037,970		$	633,031,001			12,525,228		$	246,163,560
Dividends and/or distributions reinvested		11,606			320,554			8,160,988			119,068,816
Acquisition—Note 6		—			—			630,625			14,989,966
Redeemed		(7,805,356	)		(212,961,669	)		(11,830,496	)		(253,443,842	)¹

Net increase		15,244,220		$	420,389,886			9,486,345		$	126,778,500


Class N
Sold		7,347,398		$	203,090,749			5,776,003		$	115,636,245
Dividends and/or distributions reinvested		23,455			649,470			3,666,133			53,525,542
Acquisition—Note 6		—			—			76,729			1,829,216
Redeemed		(4,810,139	)		(131,781,857	)		(5,643,906	)		(103,149,352	)¹

Net increase		2,560,714		$	71,958,362			3,874,959		$	67,841,651

43 | OPPENHEIMER DEVELOPING MARKETS FUND

NOTES TO FINANCIAL STATEMENTS Continued

Shares of Beneficial Interest Continued


	Year Ended August 31, 2010						Year Ended August 31, 2009
	Shares			Amount			Shares			Amount

Class Y
Sold		95,889,060		$	2,711,872,608			53,732,954		$	1,257,989,195
Dividends and/or distributions reinvested		458,881			12,940,457			22,156,097			329,018,042
Acquisition—Note 6		—			—			67,201			1,635,002
Redeemed		(33,527,358	)		(929,237,934	)		(20,339,983	)		(419,248,177	)¹

Net increase		62,820,583		$	1,795,575,131			55,616,269		$	1,169,394,062


1.		Net of redemption fees of $63,874 $2,251, $8,724, $2,864 and $17,587 for Class A, Class B, Class C, Class N and Class Y, 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 August 31, 2010, were as follows:


	Purchases		Sales

Investment securities	$	7,793,263,202	$	3,639,465,811

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 $250 million	1.00	%
Next $250 million	0.95
Next $500 million	0.90
Next $6 billion	0.85
Next $3 billion	0.80
Over $10 billion	0.75

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 a per account fee. For the year ended August 31, 2010, the Fund paid $20,970,449 to OFS for services to the Fund.

Additionally, Class Y shares are subject to minimum fees of $10,000 annually for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees.

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

44 | OPPENHEIMER DEVELOPING MARKETS FUND

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

Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily net assets and 0.25% on Class N shares daily net assets. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans at calendar quarter ends. The Distributor’s aggregate uncompensated expenses under the Plans at June 30, 2010 were as follows:


Class C	$	16,233,872
Class N		4,788,158

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

Class A

Class B

Class C

Class N

Class A

Contingent

Front-End

Deferred

Sales Charges

Retained by

Year Ended

Distributor

August 31, 2010

2,820,826

25,038

326,425

277,040

22,585

45 | OPPENHEIMER DEVELOPING MARKETS FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

Waivers and Reimbursements of Expenses. 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 August 31, 2010, the Manager waived fees and/or reimbursed the Fund $367,371 for IMMF management fees.

OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

During the year ended August 31, 2010, OFS waived transfer and shareholder servicing agent fees as follows:


Class N		$	401,062

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. Foreign Currency Exchange Contracts

The Fund may enter into current and forward foreign currency exchange contracts for the purchase or sale of a foreign currency at a negotiated rate at a future date.

Foreign currency exchange contracts, if any, are reported on a schedule following the Statement of Investments. These contracts will be valued daily based upon the closing prices of the 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 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.

Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty will default. If the counterparty defaults, the Fund’s loss will consist of the net amount of contractual payments that the Fund has not yet received.

6. Acquisition of Oppenheimer Baring China Fund

On August 6, 2009, the Fund acquired all of the net assets of Oppenheimer Baring China Fund, pursuant to an Agreement and Plan of Reorganization approved by the Oppenheimer Baring China Fund shareholders on July 31, 2009. The exchange qualified as a tax-free reorganization for federal income tax purposes.

46 | OPPENHEIMER DEVELOPING MARKETS FUND

Details of the merger are shown in the following table:


	Exchange
	Ratio to
	One Share of		Shares of		Value of Issued
	Oppenheimer		Beneficial		Shares of		Combined Net
	Baring China		Interest Issued		Beneficial		Assets on
	Fund		by the Fund		Interest		August 6, 2009¹

Class A		0.503493		2,079,397	$	51,132,381	$	5,313,123,294
Class B		0.500797		334,527	$	8,159,111	$	179,567,799
Class C		0.513272		630,625	$	14,989,966	$	746,359,438
Class N		0.517196		76,729	$	1,829,216	$	256,933,034
Class Y		0.511796		67,201	$	1,635,002	$	1,749,624,944


1.		The net assets acquired included net unrealized appreciation of $19,769,924 and an unused capital loss carryforward of $34,811,353, potential utilization subject to tax limitations.

7. Pending Litigation

Since 2009, a number of lawsuits have been filed 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, trustees 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.

47 | OPPENHEIMER DEVELOPING MARKETS FUND

NOTES TO FINANCIAL STATEMENTS Continued

7. Pending Litigation Continued

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.

48 | OPPENHEIMER DEVELOPING MARKETS FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Developing Markets Fund:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Developing Markets Fund, including the statement of investments, as of August 31, 2010, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-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.

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 August 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 Developing Markets Fund as of August 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado

October 20, 2010

49 | OPPENHEIMER DEVELOPING MARKETS FUND

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2010, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2009. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.

None of the dividends paid by the Fund during the fiscal year ended August 31, 2010 are eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the fiscal year ended August 31, 2010 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $135,639,330 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2010, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended August 31, 2010, the maximum amount allowable but not less than $251,614 or 0.39% of the ordinary distributions paid by the Fund qualifies as an interest related dividend.

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 $20,553,916 of foreign income taxes were paid by the Fund during the fiscal year ended August 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 $87,951,095 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.

50 | OPPENHEIMER DEVELOPING MARKETS FUND

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.

Householding—Delivery of Shareholder Documents

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

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

51 | OPPENHEIMER DEVELOPING MARKETS FUND

TRUSTEES AND OFFICERS Unaudited


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

Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2005) Age: 67		Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Member of Zurich Financial Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995- December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

David K. Downes, Trustee (since 2007) Age: 70		Director of THL Credit Inc. (since June 2009); Independent Chairman GSK Employee Benefit Trust (since April 2006); Trustee of Employee Trusts (since January 2006); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Internet Capital Group (information technology company) (since October 2003); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995- 2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch & Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse & Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, 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.

52 | OPPENHEIMER DEVELOPING MARKETS FUND


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships
Fund, Length of Service, Age		Held; Number of Portfolios in the Fund Complex Currently Overseen

Matthew P. Fink, Trustee (since 2005) Age: 69		Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, 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.

Phillip A. Griffiths, Trustee (since 1999) Age: 71		Fellow of the Carnegie Corporation (since 2007); Distinguished Presidential Fellow for International Affairs (since 2002) and Member (since 1979) of the National Academy of Sciences; Council on Foreign Relations (since 2002); Director of GSI Lumonics Inc. (precision technology products company) (since 2001); Senior Advisor of The Andrew W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign Associate of Third World Academy of Sciences (since 2002); Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Griffiths has served on the Boards of certain Oppenheimer funds since June 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.

Mary F. Miller, Trustee (since 2004) Age: 67		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 58 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joel W. Motley, Trustee (since 2002) Age: 58		Managing Director of Public Capital Advisors, LLC (privately held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Chairman of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee of Historic Hudson Valley. Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

53 | OPPENHEIMER DEVELOPING MARKETS FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships
Fund, Length of Service, Age		Held; Number of Portfolios in the Fund Complex Currently Overseen

Mary Ann Tynan, Trustee (since 2008) Age: 64		Vice Chair of Board of Trustees of Brigham and Women’s/Faulkner Hospitals (non-profit hospitals) (since 2000); Chair of Board of Directors of Faulkner Hospital (non-profit hospital) (since 1990); Member of Audit and Compliance Committee of Partners Health Care System (non-profit) (since 2004); Board of Trustees of Middlesex School (educational institution) (since 1994); Board of Directors of Idealswork, Inc. (financial services provider) (since 2003); Partner, Senior Vice President and Director of Regulatory Affairs of Wellington Management Company, LLP (global investment manager) (1976-2002); Vice President and Corporate Secretary, John Hancock Advisers, Inc. (mutual fund investment adviser) (1970-1976). Oversees 58 portfolios in the OppenheimerFunds complex. Ms. Tynan has served on the Boards of certain Oppenheimer funds since October 2008, 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.

Joseph M. Wikler, Trustee (since 2005) Age: 69		Director of C-TASC (bio-statistics services) (since 2007); Director of the following medical device companies: Medintec (since 1992) and Cathco (since 1996); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Lakes Environmental Association (environmental protection organization) (1996-2008); Director of Fortis/Hartford mutual funds (1994-December 2001). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Wikler has served on the Boards of certain Oppenheimer funds since August 2005, 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.

Peter I. Wold, Trustee (since 2005) Age: 62		Director of Arch Coal, Inc. (since 2010); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (since 2004); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 58 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, 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.

OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Leverenz, Glavin, 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.

Justin Leverenz, Vice President and Portfolio Manager (since 2007) Age: 42		Vice President of the Manager (since July 2004); Senior Analyst of Oppenheimer Global Fund and the Manager’s International Equity Team (since July 2004); a Chartered Financial Analyst. Prior to joining the Manager, Head of Research for Goldman Sachs in Taiwan and Head of Asian Technology Research Pan- Asia (2002-2004); Head of Equity Research Hong Kong +Taipei (1993-1995) and (1997-2000). A portfolio manager and officer of 1 portfolio in the OppenheimerFunds complex.

54 | OPPENHEIMER DEVELOPING MARKETS FUND


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships
Fund, Length of Service, Age		Held; Number of Portfolios in the Fund Complex Currently Overseen

William F. Glavin, Jr., 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) 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 65 portfolios as a Trustee/Director and 96 portfolios as an Officer 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: 59		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: 50		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

55 | OPPENHEIMER DEVELOPING MARKETS FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships
Fund, Length of Service, Age		Held; Number of Portfolios in the Fund Complex Currently Overseen

Brian W. Wixted, Continued		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 the following: OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.

Robert G. Zack, 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 1.800.525.7048.

56 | OPPENHEIMER DEVELOPING MARKETS FUND

OPPENHEIMER DEVELOPING MARKETS FUND


Manager		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG llp

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

57 | OPPENHEIMER DEVELOPING MARKETS FUND

PRIVACY POLICY NOTICE

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

Information Sources

We obtain nonpublic personal information about our shareholders from the following sources:

•		Applications or other forms

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

•		When you enroll in eDocs Direct, our electronic document delivery service

•		Your transactions with us, our affiliates or others

•		A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited

•		When you set up challenge questions to reset your password online

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

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

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

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

Protection of Information

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

Disclosure of Information

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

Right of Refusal

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

58 | OPPENHEIMER DEVELOPING MARKETS FUND

Internet Security and Encryption

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

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

We do not guarantee or warrant that any part of our website, including files available for download, are free of viruses or other harmful code. It is your responsibility to take appropriate precautions, such as use of an anti-virus software package, to protect your computer hardware and software.

•		All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.

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

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

Other Security Measures

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

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, do not allow it to be used by anyone else. Also, take special precautions when accessing your account on a computer used by others.

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds Distributor, Inc., the trustee of OppenheimerFunds Individual Retirement Accounts (IRAs) and the custodian of the OppenheimerFunds 403(b)(7) tax sheltered custodial accounts. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number - whether or not you remain a shareholder of our funds. This notice was last updated January 16, 2004. In the event it is updated or changed, we will post an updated notice on our website at www.oppenheimerfunds.com. If you have any questions about these privacy policies, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at www.oppenheimerfunds.com or call us at 1.800.525.7048.

59 | OPPENHEIMER DEVELOPING MARKETS FUND

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 David Downes, the Board’s Audit Committee Chairman, is an audit committee financial expert and that Mr. Downes 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 $27,800 in fiscal 2010 and $27,800 in fiscal 2009.

(b)

Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2010 and $5,750 in fiscal 2009.

The principal accountant for the audit of the registrant’s annual financial statements billed $335,900 in fiscal 2010 and $211,540 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, review of N-14, audit of capital accumulation plan and professional services for FIN 48 and FAS 157.

(c)

Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $40,538 in fiscal 2010 and $21,812 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 $376,438 in fiscal 2010 and $233,352 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.

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

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.”

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 08/31/2010, 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 Developing Markets Fund

By:		/s/ William F. Glavin, Jr. William F. Glavin, Jr.
		Principal Executive Officer

Date: 10/11/2010

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: 10/11/2010

By:		/s/ Brian W. Wixted Brian W. Wixted
		Principal Financial Officer

Date: 10/11/2010

Oppenheimer Developing Markets Fund (ODVBX) N-CSRCertified annual shareholder report (management investment company)