Oppenheimer Integrity Funds 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 811-3420

Oppenheimer Integrity Funds

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip code)

Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: December 31

Date of reporting period: 12/31/2008

Item 1. Reports to Stockholders.

TOP HOLDINGS AND ALLOCATIONS


Corporate Bonds & Notes—Top Ten Industries
Diversified Financial Services	6.5	%
Commercial Banks	3.8
Insurance	3.3
Automobiles	1.9
Hotels, Restaurants & Leisure	1.5
Oil, Gas & Consumable Fuels	1.2
Electric Utilities	1.2
Capital Markets	0.9
Multiline Retail	0.8
Computers & Peripherals	0.6

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2008, and are based on net assets.


Credit Allocation
Treasury	0.1	%
Agency	45.4
AAA	29.3
AA	2.3
A	8.0
BBB	3.7
BB	1.2
B	0.9
CCC	0.2
CC	0.5
D	0.2
Other Securities	8.2

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2008, and are based on the total market value of investments. Average credit quality and ratings include securities rated by a national rating organization. As of that date, no securities held by the Fund were rated lower than D.

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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 December 31, 2008, followed by a graphical comparison of the Fund’s performance to appropriate broad-based market indices.

Management’s Discussion of Fund Performance. For the fiscal year ended December 31, 2008, Oppenheimer Core Bond Fund’s Class A shares (without sales charge) delivered a return of –35.83%, compared to the Barclay’s Capital Aggregate Bond Index, a performance benchmark used by the Fund, which returned 5.24%. While several factors contributed to these very disappointing results, we believe the most significant factors influencing Fund performance for this reporting period were the volatility of the markets for fixed-income securities throughout 2008 and, later in the period, the Fund’s investments in the high-quality commercial mortgage-backed securities (CMBSs) sector and long-maturity fixed-income securities of highly-rated financial institutions.

In the wake of the continuing mortgage crisis and ensuing global economic downturn, financial markets in general experienced extreme volatility and steep declines during the 12-month reporting period. In particular, the fixed-income markets were subject to high volatility, price declines and lack of liquidity, as were the fixed-income securities and derivative investments based on such securities in which the Fund invested. We believe that even highly-rated mortgage securities suffered declines because of their association by investors with the residential mortgage market, and that market concerns about sub-prime mortgages, and expected default rates in CMBS, affected the prices of higher quality CMBS. This marked a sharp dislocation between security prices and investment fundamentals as to those securities for such higher quality CMBS.

Similarly as major banks experienced balance sheet impairments and government officials scrambled to assemble bailout programs, nearly all debt associated with the financial sector dropped sharply in value, affecting even highly rated corporate debt. This occurred despite the fact that the U.S. government became a senior debt-holder of many struggling financial companies. In such an environment, and particularly after Lehman Brothers collapsed into bankruptcy in September 2008, many investors, engaged in panic selling. This led to a situation in which the prices of most non-Treasury fixed-income securities, or “spread products,” detached from their underlying fundamentals, meaning that a security’s price had little correlation to its true, underlying value. As investors sought protection in U.S. Treasury securities, the volatility in the corporate debt market created a backdrop in which even the highest-rated assets were battered, including the Fund’s investments in high quality CMBSs, non-agency residential mortgage-backed securities (MBSs) and longer-maturity investment grade financial bonds, which we had believed to be fundamentally sound.

At the time the reporting period began, the Fund held positions in highly rated CMBSs and non-agency MBSs, and long-maturity fixed income securities of highly rated financial

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institutions. These holdings were acquired based on our assessment that they would provide attractive relative valuation opportunities and risk adjusted return, as well as diversification. To avoid large concentrations in individual mortgage-backed securities and to gain access to the CMBS asset class through an instrument that was broader based and better diversified with respect to geography and property type than individual CMBS, we had pursued CMBS exposure through total return swaps using several CMBS Index securities. In addition, the CMBS Index investments we made were (and are) senior in the capital structure, which means that investors who purchased bonds subordinate to the ones purchased by the Fund would absorb losses from any defaults before the Fund did. The non-agency MBSs we purchased were backed by prime rate, residential jumbo mortgages from highly rated borrowers, not sub-prime borrowers. Additionally, the yield advantage over agency debt was considerable and, we believed, offered a better relative value opportunity than traditional agency mortgage-backed securities. Finally, we saw the opportunity to hold positions in financials due to the higher current yields they offered, and our analysis that the delever-aging process that banks were undergoing would improve their balance sheets.

By the spring of 2008, we saw even more potential value in these three areas and continued to build out our positions. After JPMorgan Chase and the Federal Reserve Board intervened to rescue Bear Stearns, the credit markets rallied markedly during the second quarter and performance in the Fund improved, which we believed validated our investment thesis and instilled confidence about our allocation decisions.

However, as the second half of 2008 began, domestic economic conditions worsened, a global recession loomed and investor panic spread. Three primary performance factors emerged. First, there was an unprecedented and unanticipated widening of credit spreads of mortgage-backed securities over Treasury securities, which accelerated during the month of November, and had a negative impact on the Fund’s positions in total return swaps in the CMBS sector. Second, the historical correlation between highly rated securities and Treasuries and investor behavior in past economic crises did not occur in this one. Accordingly, amidst the difficult financial conditions, in a flight to quality, investors flocked to U.S. Treasury securities and not to highly-rated non-Treasury securities, such as the ones the Fund held, which also contributed to the Fund’s poor performance. Third, liquidity virtually disappeared as the markets in mortgage-related instruments effectively shut down. Rather than continuing to expand their positions, traditional financial intermediaries began aggressively shrinking their balance sheets, severely limiting the ability of the Fund’s portfolio team to either scale back or hedge away portfolio holdings that detracted from performance, which had a very negative impact on performance. These events contributed to the Fund’s negative performance and the significant decline in the Fund’s net asset value during the period (and especially in the

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FUND PERFORMANCE DISCUSSION

fourth quarter). Within the challenging constraints of the limited liquidity in the market, we moved to adjust the Fund’s positions in total return swaps in the CMBS sector, and to seek liquidity to position the Fund to deal with the effect of ongoing volatility.

A less significant, yet still negative, influence on the Fund’s returns came from certain investments within the Fund’s short-maturity, high-yield bond holdings in which we obtained mixed results. A large portion of our holdings in this area performed well, maturing as expected and experiencing no defaults. However, the Fund’s performance was hurt by credit default swaps it had entered into in various sectors (such as the financial and auto-related sectors). Our investments in high-yield debt of auto-related companies and auto-financing entities severely detracted from the Fund’s returns. Much like the financial sector, many issuers associated with the beleaguered auto industry in 2008 struggled to stay afloat, so our investments in those credits—albeit small—suffered declines significant enough to hurt the Fund’s performance.

We continue to assess the changing market conditions and seek to position the Fund to deal with the effects of ongoing market volatility.

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 December 31, 2008. In the case of Class A, Class B, Class C and Class Y 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. 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 Barclays Capital Aggregate Bond Index (formerly known as the “Lehman Brothers Aggregate Bond Index”), a broad-based index of government agencies and corporate debt; the Citigroup Broad Investment Grade (“Citigroup BIG”) Index, an index of investment grade corporate and U.S. government bonds; and the Barclays Capital Credit Index (formerly known as the “Lehman Brothers Credit Index”), an index of non-convertible U.S. investment grade corporate bonds. The indices’ performance includes reinvestment of income but does not reflect transaction costs, fees, expenses or taxes. Indices are unmanaged and cannot be purchased directly by investors. Index performance is shown for illustrative purposes only and does not predict or depict the performance of the Fund. The 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 indices.

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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 4.75%; 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 1% contingent deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, 10-year returns for Class B shares reflect Class A performance for the period after conversion. See page 18 for further information.

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FUND PERFORMANCE DISCUSSION

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

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

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FUND PERFORMANCE DISCUSSION

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

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

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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, and other charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the 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 4/15/88. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 4.75%.

Class B shares of the Fund were first publicly offered on 5/3/93. 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 returns for Class B reflect 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 7/11/95. 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 an annual 0.75% 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 certain 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.

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Class Y shares of the Fund were first publicly offered on 4/27/98. 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 and 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.

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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 December 31, 2008.

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

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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.


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	July 1, 2008		December 31, 2008		December 31, 2008
Actual
Class A	$	1,000.00	$	650.40	$	3.87
Class B		1,000.00		648.70		6.83
Class C		1,000.00		649.00		6.87
Class N		1,000.00		650.40		4.75
Class Y		1,000.00		653.00		2.21

Hypothetical
(5% return before expenses)
Class A		1,000.00		1,020.46		4.73
Class B		1,000.00		1,016.89		8.35
Class C		1,000.00		1,016.84		8.40
Class N		1,000.00		1,019.41		5.80
Class Y		1,000.00		1,022.47		2.70

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended December 31, 2008 are as follows:


Class	Expense Ratios
Class A		0.93	%
Class B		1.64
Class C		1.65
Class N		1.14
Class Y		0.53

The expense ratios reflect reduction to custodian expenses and voluntary waivers or reimbursements of expenses by the Fund’s Manager and Transfer Agent that can be terminated at any time, without advance notice. 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.

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STATEMENT OF INVESTMENTS December 31, 2008


	Principal
	Amount		Value

Asset-Backed Securities—3.6%
Ace Securities Corp. Home Equity Loan Trust, Asset-Backed Pass-Through Certificates, Series 2005-HE7, Cl. A2B, 0.651%, 11/25/35¹	$	12,631	$	12,515

Argent Securities Trust 2004-W8, Asset-Backed Pass-Through Certificates, Series 2004-W8, Cl. A2, 0.951%, 5/25/34¹		3,925,924		3,032,184

Argent Securities Trust 2006-W5, Asset-Backed Pass-Through Certificates, Series 2006-W5, Cl. A2B, 0.571%, 5/26/36¹		1,747,683		1,597,371

Capital One Prime Auto Receivables Trust, Automobile Asset-Backed Certificates, Series 2005-1, Cl. A4, 1.215%, 4/15/11¹		11,699,323		11,358,508

Centex Home Equity Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A, Cl. AV2, 0.571%, 5/16/36¹		1,646,487		1,577,453

Chase Funding Trust 2003-2, Mtg. Loan Asset-Backed Certificates, Series 2003-2, Cl. 2A2, 1.031%, 2/25/33¹		1,064,597		886,652

Citibank Credit Card Issuance Trust, Credit Card Receivable Nts., Series 2003-C4, Cl. C4, 5%, 6/10/15		460,000		249,787

Citigroup Mortgage Loan Trust, Inc. 2006-WFH3, Asset-Backed Pass-Through Certificates, Series 2006-WFH3, Cl. A2, 0.571%, 10/31/36¹		1,902,980		1,745,745

Countrywide Home Loans, Asset-Backed Certificates:
Series 2002-4, Cl. A1, 1.211%, 2/25/33¹		48,808		22,757
Series 2005-11, Cl. AF2, 4.657%, 2/25/36		746,701		735,659
Series 2005-16, Cl. 2AF2, 5.382%, 5/25/36¹		4,980,000		3,982,741
Series 2005-17, Cl. 1AF2, 5.363%, 5/25/36¹		904,652		780,129

CWABS, Inc. Asset-Backed Certificates Trust, Asset-Backed Certificates, Series 2006-25, Cl. 2A2, 0.591%, 12/5/29¹		3,020,000		2,322,006

First Franklin Mortgage Loan Trust 2005-FF10, Mtg. Pass-Through Certificates, Series 2005-FF10, Cl. A3, 0.681%, 11/25/35¹		437,252		431,594

First Franklin Mortgage Loan Trust 2006-FF10, Mtg. Pass-Through Certificates, Series 2006-FF10, Cl. A3, 0.561%, 7/25/36¹		3,550,000		3,078,023

First Franklin Mortgage Loan Trust 2006-FF9, Mtg. Pass-Through Certificates, Series 2006-FF9, Cl. 2A2, 0.581%, 7/7/36¹		1,820,000		1,551,345

HSBC Home Equity Loan Trust 2005-3, Closed-End Home Equity Loan Asset-Backed Nts., Series 2005-3, Cl. A1, 0.768%, 1/20/35¹		1,155,929		821,756

HSBC Home Equity Loan Trust 2006-4, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-4, Cl. A2V, 0.618%, 3/20/36¹		1,120,000		938,423

Lehman XS Trust, Mtg. Pass-Through Certificates:
Series 2005-2, Cl. 2A1B, 5.18%, 8/25/35¹		382,383		375,213
Series 2005-4, Cl. 2A1B, 5.17%, 10/25/35		514,668		469,147

Litigation Settlement Monetized Fee Trust, Asset-Backed Certificates, Series 2001-1A, Cl. A1, 8.33%, 4/25/31²		777,748		763,306

MBNA Credit Card Master Note Trust, Credit Card Receivables, Series 2003-C7, Cl. C7, 2.545%, 3/15/16¹		4,380,000		1,703,638

NC Finance Trust, CMO Pass-Through Certificates, Series 1999-I, Cl. ECFD, 6.368%, 1/25/29^1,2		1,750,658		223,209

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STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Asset-Backed Securities Continued
Option One Mortgage Loan Trust, Asset-Backed Certificates, Series 2006-2, Cl. 2A2, 0.571%, 7/1/36¹	$	9,348,794	$	8,238,323

Popular ABS Mortgage Pass-Through Trust 2005-6, Mtg. Pass-Through Certificates, Series 2005-6, Cl. A3, 5.68%, 1/25/36¹		1,499,225		1,362,766

RAMP Series 2006-RS4 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2006-RS4, Cl. A1, 0.551%, 7/25/36¹		60,809		60,235

Specialty Underwriting & Residential Finance Trust, Home Equity Asset-Backed Obligations, Series 2005-BC3, Cl. A2B, 0.721%, 6/25/36¹		21,024		20,833

Structured Asset Investment Loan Trust, Mtg. Pass-Through Certificates, Series 2006-BNC3, Cl. A2, 0.511%, 9/25/36¹		1,640,713		1,535,998

Tobacco Settlement Authority, Asset-Backed Securities, Series 2001-A, 6.79%, 6/1/10		440,000		446,798

Wells Fargo Home Equity Asset-Backed Securities 2006-2 Trust, Home Equity Asset-Backed Certificates, Series 2006-2, Cl. A2, 0.571%, 7/25/36¹		2,961,851		2,795,282


Total Asset-Backed Securities (Cost $64,075,109)				53,119,396

Mortgage-Backed Obligations—103.2%

Government Agency—64.2%

FHLMC/FNMA/Sponsored—63.8%
Federal Home Loan Mortgage Corp.:
4.50%, 5/15/19		19,487,559		20,061,316
5%, 6/15/33-8/15/33		10,737,225		11,002,071
6%, 5/15/18-3/15/33		8,220,799		8,521,532
6.50%, 4/15/18-4/1/34		5,687,999		5,927,495
7%, 7/15/21-10/1/31		15,253,865		16,057,098
8%, 4/1/16		423,698		451,019
9%, 4/14/17-5/1/25		118,111		128,670
12.50%, 5/15/14		652		771
13.50%, 12/15/10		509		557

Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 151, Cl. F, 9%, 5/15/21		26,338		26,330
Series 1590, Cl. IA, 2.30%, 10/15/23¹		4,235,056		4,232,472
Series 2006-11, Cl. PS, 22.839%, 3/25/36¹		2,428,855		2,769,065
Series 2034, Cl. Z, 6.50%, 2/15/28		34,512		36,311
Series 2043, Cl. ZP, 6.50%, 4/15/28		3,365,315		3,508,469
Series 2046, Cl. G, 6.50%, 4/15/28		3,119,549		3,258,468
Series 2053, Cl. Z, 6.50%, 4/15/28		35,445		37,101
Series 2063, Cl. PG, 6.50%, 6/15/28		2,429,744		2,524,173
Series 2145, Cl. MZ, 6.50%, 4/15/29		858,104		896,790
Series 2148, Cl. ZA, 6%, 4/15/29		1,728,038		1,788,875
Series 2195, Cl. LH, 6.50%, 10/15/29		2,036,987		2,139,111
Series 2326, Cl. ZP, 6.50%, 6/15/31		723,115		757,176
Series 2341, Cl. FP, 2.095%, 7/15/31¹		1,260,099		1,215,573
Series 2399, Cl. PG, 6%, 1/15/17		1,074,362		1,128,555

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	Principal
	Amount		Value

FHLMC/FNMA/Sponsored Continued
Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates: Continued
Series 2410, Cl. PF, 2.175%, 2/15/32¹	$	4,115,432	$	4,015,035
Series 2423, Cl. MC, 7%, 3/15/32		2,824,970		3,014,667
Series 2426, Cl. BG, 6%, 3/15/17		6,611,488		6,933,716
Series 2427, Cl. ZM, 6.50%, 3/15/32		3,897,280		4,084,279
Series 2453, Cl. BD, 6%, 5/15/17		1,043,179		1,093,708
Series 2461, Cl. PZ, 6.50%, 6/15/32		5,070,456		5,350,292
Series 2463, Cl. F, 2.195%, 6/15/32¹		6,339,976		6,208,109
Series 2500, Cl. FD, 1.695%, 3/15/32¹		309,757		299,875
Series 2526, Cl. FE, 1.595%, 6/15/29¹		477,104		460,172
Series 2551, Cl. FD, 1.595%, 1/15/33¹		987,640		961,071
Series 2676, Cl. KY, 5%, 9/15/23		4,548,000		4,569,186
Series 3025, Cl. SJ, 20.368%, 8/15/35¹		970,291		1,109,343
Series 3094, Cl. HS, 20.002%, 6/15/34¹		1,453,674		1,619,121

Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 176, Cl. IO, 3.185%, 6/1/26³		569,446		112,586
Series 183, Cl. IO, 1.211%, 4/1/27³		1,862,053		276,341
Series 184, Cl. IO, 7.381%, 12/1/26³		982,529		195,623
Series 192, Cl. IO, 4.822%, 2/1/28³		240,282		33,948
Series 200, Cl. IO, 4.488%, 1/1/29³		295,381		50,376
Series 2003-26, Cl. IK, 1.315%, 4/25/33³		2,744,699		474,105
Series 202, Cl. IO, (6.238)%, 4/1/29³		19,725,374		2,751,727
Series 206, Cl. IO, (11.183)%, 12/1/29³		301,361		55,752
Series 2129, Cl. S, 35.919%, 2/15/29³		1,370,554		206,362
Series 2130, Cl. SC, 31.712%, 3/15/29³		636,725		96,366
Series 2134, Cl. SB, 52.974%, 3/15/29³		664,820		62,804
Series 2155, Cl. SE, 41.786%, 5/15/29³		1,698,159		214,382
Series 216, Cl. IO, 2.681%, 12/1/31³		1,169,036		147,847
Series 224, Cl. IO, (0.551)%, 3/1/33³		3,413,766		508,961
Series 2422, Cl. SJ, 72.497%, 1/15/32³		2,978,555		400,694
Series 243, Cl. 6, 15.224%, 12/15/32³		2,048,597		267,908
Series 2493, Cl. S, 60.333%, 9/15/29³		174,410		22,629
Series 2517, Cl. GS, 35.087%, 2/15/32³		910,647		112,440
Series 2527, Cl. SG, 31.83%, 2/15/32³		4,051,411		259,599
Series 2531, Cl. ST, 35.211%, 2/15/30³		4,684,771		304,402
Series 2796, Cl. SD, 45.198%, 7/15/26³		1,018,186		97,774
Series 2802, Cl. AS, 99.999%, 4/15/33³		3,224,648		306,800
Series 2920, Cl. S, 54.78%, 1/15/35³		4,003,688		393,486
Series 3000, Cl. SE, 99.999%, 7/15/25³		6,018,597		481,543
Series 3110, Cl. SL, 99.999%, 2/15/26³		1,851,798		133,120
Series 3146, Cl. SA, 38.014%, 4/15/36³		24,209,905		2,877,529

Federal Home Loan Mortgage Corp., Principal-Only Stripped Mtg.-Backed Security:
Series 176, Cl. PO, 6.184%, 6/1/26⁴		237,702		201,558
Series 192, Cl. PO, 8.464%, 2/1/28⁴		234,207		210,508

F3 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

FHLMC/FNMA/Sponsored Continued
Federal National Mortgage Assn.:
4.50%, 1/1/22⁵	$	63,118,000	$	64,518,462
5%, 1/1/24-1/1/39⁵		175,001,800		179,102,332
5.50%, 12/25/18		10,238		10,601
5.50%, 1/1/24-1/1/39⁵		133,898,000		137,343,362
6%, 5/25/20		1,328,273		1,384,090
6%, 1/1/24-1/1/39⁵		143,521,000		147,903,889
6.50%, 6/25/17-11/25/31		28,638,671		29,896,521
6.50%, 1/1/39⁵		58,294,000		60,543,799
7%, 1/25/09-4/1/34		7,856,531		8,240,262
7%, 1/1/39⁵		635,000		664,964
7%, 4/1/33⁶		4,093,792		4,337,209
7.50%, 1/1/33-8/25/33		10,009,962		10,620,929
8.50%, 7/1/32		49,690		54,039

Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Pass-Through Certificates:
Trust 1992-34, Cl. G, 8%, 3/25/22		14,903		15,600
Trust 1993-104, Cl. ZB, 6.50%, 7/25/23		836,432		883,330
Trust 1993-87, Cl. Z, 6.50%, 6/25/23		657,378		683,953
Trust 1996-35, Cl. Z, 7%, 7/25/26		201,607		216,032
Trust 1998-58, Cl. PC, 6.50%, 10/25/28		1,410,070		1,470,118
Trust 1998-61, Cl. PL, 6%, 11/25/28		2,121,642		2,198,450
Trust 1999-54, Cl. LH, 6.50%, 11/25/29		2,675,200		2,767,954
Trust 1999-60, Cl. PG, 7.50%, 12/25/29		8,815,239		9,514,315
Trust 2001-51, Cl. OD, 6.50%, 10/25/31⁶		2,590,239		2,726,343
Trust 2001-70, Cl. LR, 6%, 9/25/30		20,145		20,107
Trust 2001-74, Cl. QE, 6%, 12/25/31		9,612,629		9,954,714
Trust 2002-16, Cl. PG, 6%, 4/25/17		1,942,041		2,032,378
Trust 2002-2, Cl. UC, 6%, 2/25/17		1,127,134		1,171,769
Trust 2002-56, Cl. FN, 1.471%, 7/25/32¹		1,638,189		1,597,075
Trust 2003-130, Cl. CS, 13.158%, 12/25/33¹		7,200,739		7,235,375
Trust 2003-17, Cl. EQ, 5.50%, 3/25/23		6,305,000		6,574,311
Trust 2003-21, Cl. FK, 0.871%, 3/25/33¹		616,967		600,053
Trust 2003-23, Cl. EQ, 5.50%, 4/25/23		8,316,000		8,606,601
Trust 2003-28, Cl. KG, 5.50%, 4/25/23		1,492,000		1,526,869
Trust 2004-101, Cl. BG, 5%, 1/25/20		2,677,000		2,714,554
Trust 2005-100, Cl. BQ, 5.50%, 11/25/25		2,450,000		2,507,801
Trust 2005-104, Cl. MC, 5.50%, 12/25/25		12,573,000		12,891,834
Trust 2005-109, Cl. AH, 5.50%, 12/25/25		10,000,000		10,248,706
Trust 2005-31, Cl. PB, 5.50%, 4/25/35		2,480,000		2,556,360
Trust 2005-71, Cl. DB, 4.50%, 8/25/25		1,260,000		1,253,469
Trust 2006-46, Cl. SW, 22.471%, 6/25/36¹		2,317,073		2,589,416
Trust 2006-50, Cl. KS, 22.472%, 6/25/36¹		3,264,880		3,669,168
Trust 2006-50, Cl. SK, 22.472%, 6/25/36¹		2,323,748		2,586,889

Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Trust 2001-15, Cl. SA, 67.19%, 3/17/31³		1,086,895		178,017
Trust 2001-61, Cl. SE, 32.302%, 11/18/31³		1,583,255		214,301
Trust 2001-65, Cl. S, 42.503%, 11/25/31³		3,958,603		542,359

F4 | OPPENHEIMER CORE BOND FUND


	Principal
	Amount		Value

FHLMC/FNMA/Sponsored Continued
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security: Continued
Trust 2001-81, Cl. S, 25.119%, 1/25/32³	$	483,993	$	68,301
Trust 2002-12, Cl. SB, 54.12%, 7/25/31³		773,143		104,687
Trust 2002-2, Cl. SW, 57.171%, 2/25/32³		879,288		118,651
Trust 2002-38, Cl. IO, 39.825%, 4/25/32³		323,826		35,007
Trust 2002-41, Cl. S, 60.601%, 7/25/32³		3,360,784		523,062
Trust 2002-47, Cl. NS, 23.10%, 4/25/32³		1,249,646		169,509
Trust 2002-5, Cl. SD, 51.558%, 2/25/32³		587,756		57,602
Trust 2002-51, Cl. S, 23.418%, 8/25/32³		1,147,415		156,118
Trust 2002-52, Cl. SD, 24.319%, 9/25/32³		1,290,519		178,802
Trust 2002-60, Cl. SM, 42.196%, 8/25/32³		5,959,281		619,317
Trust 2002-60, Cl. SY, 5.47%, 4/25/32³		5,122,441		176,095
Trust 2002-7, Cl. SK, 43.23%, 1/25/32³		1,787,699		189,872
Trust 2002-75, Cl. SA, 43.573%, 11/25/32³		3,131,819		454,169
Trust 2002-77, Cl. BS, 32.357%, 12/18/32³		3,543,347		470,470
Trust 2002-77, Cl. IS, 32.13%, 12/18/32³		551,704		76,342
Trust 2002-77, Cl. JS, 31.551%, 12/18/32³		6,049,638		804,289
Trust 2002-77, Cl. SA, 32.813%, 12/18/32³		5,668,371		739,501
Trust 2002-77, Cl. SH, 29.736%, 12/18/32³		639,897		80,410
Trust 2002-84, Cl. SA, 45.906%, 12/25/32³		783,984		112,322
Trust 2002-89, Cl. S, 58.938%, 1/25/33³		4,912,801		474,038
Trust 2002-9, Cl. MS, 24.783%, 3/25/32³		40,059		5,044
Trust 2002-90, Cl. SN, 43.76%, 8/25/32³		3,069,300		330,364
Trust 2002-90, Cl. SY, 45.591%, 9/25/32³		1,228,438		130,170
Trust 2002-96, Cl. SK, 28.933%, 4/25/32³		182,334		33,628
Trust 2003-117, Cl. KS, 42.312%, 8/25/33³		28,611,792		2,569,099
Trust 2003-118, Cl. S, 33.791%, 12/25/33³		7,830,684		945,839
Trust 2003-14, Cl. OI, 0.356%, 3/25/33³		7,296,379		1,259,165
Trust 2003-33, Cl. SP, 22.25%, 5/25/33³		4,894,237		650,086
Trust 2003-4, Cl. S, 38.155%, 2/25/33³		1,554,687		199,417
Trust 2003-52, Cl. NS, 63.973%, 6/25/23³		24,462,328		2,140,182
Trust 2003-89, Cl. XS, 20.272%, 11/25/32³		7,565,076		591,043
Trust 2004-54, Cl. DS, 34.348%, 11/25/30³		274,761		30,662
Trust 2005-105, Cl. S, 95.971%, 12/25/35³		8,024,009		685,094
Trust 2005-19, Cl. SA, 54.842%, 3/25/35³		14,299,465		1,422,285
Trust 2005-40, Cl. SA, 55.912%, 5/25/35³		2,547,759		261,530
Trust 2005-6, Cl. SE, 67.586%, 2/25/35³		3,137,106		288,429
Trust 2005-71, Cl. SA, 76.478%, 8/25/25³		5,009,222		375,589
Trust 2005-83, Cl. SL, 91.42%, 10/25/35³		10,374,139		893,399
Trust 2005-87, Cl. SE, 99.999%, 10/25/35³		19,066,271		1,353,640
Trust 2005-87, Cl. SG, 97.789%, 10/25/35³		14,992,947		1,270,799
Trust 2006-119, Cl. MS, 92.973%, 12/25/36³		8,449,198		732,100
Trust 2006-33, Cl. SP, 65.426%, 5/25/36³		11,996,433		1,249,851
Trust 2006-34, Cl. SK, 64.101%, 5/25/36³		16,912,063		1,787,407
Trust 2006-42, Cl. CI, 26.305%, 6/25/36³		11,629,891		1,351,621
Trust 222, Cl. 2, 7.355%, 6/1/23³		1,984,505		540,412
Trust 240, Cl. 2, 10.465%, 9/1/23³		2,359,969		366,235
Trust 247, Cl. 2, 15.899%, 10/1/23³		162,632		39,705

F5 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

FHLMC/FNMA/Sponsored Continued
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security: Continued
Trust 252, Cl. 2, 12.169%, 11/1/23³	$	1,700,942	$	390,094
Trust 254, Cl. 2, 7.199%, 1/1/24³		3,016,570		688,677
Trust 2682, Cl. TQ, 99.999%, 10/15/33³		4,534,088		515,856
Trust 273, Cl. 2, 4.512%, 8/1/26³		437,173		78,098
Trust 2981, Cl. BS, 99.999%, 5/15/35³		8,201,870		807,223
Trust 301, Cl. 2, (6.391)%, 4/1/29³		1,111,922		223,569
Trust 302, Cl. 2, (9.691)%, 6/1/29³		5,124,432		724,905
Trust 303, Cl. IO, (6.737)%, 11/1/29³		137,041		19,729
Trust 319, Cl. 2, (1.609)%, 2/1/32³		680,673		95,952
Trust 321, Cl. 2, (3.343)%, 4/1/32³		2,819,624		392,126
Trust 324, Cl. 2, (6.473)%, 7/1/32³		2,219,603		314,251
Trust 331, Cl. 9, 17.869%, 2/1/33³		7,260,141		820,388
Trust 333, Cl. 2, (11.369)%, 4/1/33³		27,033,790		3,306,249
Trust 334, Cl. 14, 21.047%, 2/1/33³		6,436,685		984,249
Trust 334, Cl. 15, 15.014%, 2/1/33³		4,441,322		591,060
Trust 334, Cl. 17, 29.095%, 2/1/33³		247,642		42,381
Trust 334, Cl. 3, 13.538%, 7/1/33³		3,156,707		354,180
Trust 338, Cl. 2, (10.468)%, 7/1/33³		23,620,449		2,850,878
Trust 339, Cl. 12, 13.466%, 7/1/33³		6,776,218		870,307
Trust 339, Cl. 7, 11.959%, 7/1/33³		8,672,309		960,097
Trust 339, Cl. 8, 12.211%, 8/1/33³		1,740,856		195,363
Trust 342, Cl. 2, (3.305)%, 9/1/33³		110,152		15,751
Trust 343, Cl. 13, 12.001%, 9/1/33³		5,440,010		575,323
Trust 343, Cl. 18, 14.18%, 5/1/34³		2,708,876		379,733
Trust 344, Cl. 2, (4.258)%, 12/1/33³		30,984,916		4,437,200
Trust 345, Cl. 9, 13.498%, 1/1/34³		5,107,239		557,812
Trust 346, Cl. 2, (12.874)%, 12/1/33³		3,969,583		476,855
Trust 351, Cl. 10, 14.256%, 4/1/34³		2,905,279		314,792
Trust 351, Cl. 11, 12.86%, 11/1/34³		1,488,753		165,292
Trust 351, Cl. 8, 12.789%, 4/1/34³		4,533,050		491,114
Trust 354, Cl. 2, (15.51)%, 11/1/34³		12,298,109		1,439,752
Trust 355, Cl. 7, 9.047%, 11/1/33³		1,678,451		218,837
Trust 356, Cl. 10, 13.15%, 6/1/35³		4,012,616		440,578
Trust 356, Cl. 12, 13.355%, 2/1/35³		2,082,119		225,090
Trust 356, Cl. 6, 13.305%, 12/1/33³		2,193,632		239,371
Trust 362, Cl. 12, 12.979%, 8/1/35³		8,062,799		1,074,227
Trust 362, Cl. 13, 12.964%, 8/1/35³		4,461,520		593,799
Trust 364, Cl. 16, 14.77%, 9/1/35³		6,967,525		1,108,136
Trust 365, Cl. 16, 19.029%, 3/1/36³		4,297,780		461,334

Federal National Mortgage Assn., Principal-Only Stripped Mtg.-Backed Security:
Trust 1993-184, Cl. M, 6.80%, 9/25/23⁴		602,686		512,431
Trust 324, Cl. 1, 9.911%, 7/1/32⁴		554,251		495,376

				940,373,216

F6 | OPPENHEIMER CORE BOND FUND


	Principal
	Amount		Value

GNMA/Guaranteed—0.4%
Government National Mortgage Assn.:
4.625%, 8/8/25-8/8/27¹	$	19,391	$	19,037
7%, 7/29/09		419		425
8.50%, 8/1/17-12/15/17		192,119		205,309
9%, 3/29/09-6/29/09		942		963
10.50%, 12/29/17-5/29/21		16,021		18,008
11%, 11/8/19		29,536		33,088
12%, 5/29/14		243		281

Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 2001-21, Cl. SB, 67.122%, 1/16/27³		1,198,556		171,849
Series 2002-15, Cl. SM, 56.299%, 2/16/32³		1,357,311		200,671
Series 2002-41, Cl. GS, 54.369%, 6/16/32³		966,108		172,557
Series 2002-76, Cl. SY, 58.31%, 12/16/26³		631,012		96,847
Series 2002-78, Cl. S, 35.358%, 11/16/32³		582,822		65,336
Series 2004-11, Cl. SM, 39.704%, 1/17/30³		220,466		24,184
Series 2006-47, Cl. SA, 68.714%, 8/16/36³		39,995,146		4,794,902

				5,803,457

Non-Agency—39.0%

Commercial—18.5%
Asset Securitization Corp., Commercial Interest-Only Stripped Mtg.- Backed Security, Series 1997-D4, Cl. PS1, 2.105%, 4/14/29³		12,432,340		295,263

Banc of America Commercial Mortgage, Inc., Commercial Mtg. Pass-Through Certificates:
Series 2006-1, Cl. AM, 5.421%, 9/1/45		20,850,000		10,686,353
Series 2006-5, Cl. A2, 5.317%, 10/10/11		6,320,000		5,365,760

Banc of America Funding Corp., Mtg. Pass-Through Certificates, Series 2004-2, Cl. 2A1, 6.50%, 7/20/32		1,275,322		1,221,038

Bear Stearns Commercial Mortgage Securities Trust 2003-T10, Commercial Mtg. Pass-Through Certificates, Series T10, Cl. A1, 4%, 3/13/40		113,280		106,554

Bear Stearns Commercial Mortgage Securities Trust 2007-PW18, Commercial Mtg. Pass-Through Certificates, Series PW18, Cl. A2, 5.613%, 6/1/50		17,675,000		13,272,283

Capital Lease Funding Securitization LP, Interest-Only Corporate-Backed Pass-Through Certificates, Series 1997-CTL1, (6.756)%, 6/22/24³		3,780,005		75,284

Citigroup Commercial Mortgage Trust 2006-C4, Commercial Mtg. Pass-Through Certificates, Series 2006-C4, Cl. A3, 5.724%, 3/1/49¹		2,540,000		1,999,723

Citigroup Commercial Mortgage Trust 2008-C7, Commercial Mtg. Pass-Through Certificates, Series 2008-C7, Cl. AM, 6.096%, 12/1/49¹		11,680,000		5,519,496

Citigroup Mortgage Loan Trust, Inc. 2006-WF1, Asset-Backed Pass-Through Certificates, Series 2006-WF1, Cl. A2B, 5.536%, 3/1/36		132,170		131,079

Citigroup/Deutsche Bank 2007-CD4 Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-CD4, Cl. A2B, 5.205%, 12/11/49		12,775,000		10,627,411

F7 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Commercial Continued
CitiMortgage Alternative Loan Trust 2006-A5, Real Estate Mtg. Investment Conduit Pass-Through Certificates:
Series 2006-A5, Cl. 1A1, 0.871%, 10/25/36¹	$	11,998,975	$	5,186,997
Series 2006-A5, Cl. 1A13, 0.921%, 10/25/36¹		6,292,146		2,570,741

Credit Suisse Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-C3, Cl. A4, 5.723%, 6/1/39¹		2,990,000		1,907,555

CWALT Alternative Loan Trust 2006-HY13, Mtg. Pass-Through Certificates, Series 2006-HY13, Cl. 3A1, 5.97%, 1/1/47¹		3,324,395		2,211,358

Deutsche Alt-A Securities Mortgage Loan Trust, Mtg. Pass-Through Certificates:
Series 2006-AB2, Cl. A7, 5.961%, 6/25/36		983,064		904,846
Series 2006-AB3, Cl. A7, 6.36%, 7/1/36		409,395		394,564
Series 2006-AB4, Cl. A1A, 6.005%, 10/25/36		5,793,356		4,641,857

First Horizon Alternative Mortgage Securities Trust 2004-FA2, Mtg. Pass-Through Certificates, Series 2004-FA2, Cl. 3A1, 6%, 1/25/35		3,165,118		2,314,050

First Horizon Alternative Mortgage Securities Trust 2007-FA2, Mtg. Pass-Through Certificates, Series 2007-FA2, Cl. 1A1, 5.50%, 4/25/37		3,261,229		3,065,935

GE Capital Commercial Mortgage Corp., Commercial Mtg. Obligations, Series 2004-C3, Cl. A2, 4.433%, 7/10/39		1,850,000		1,821,047

Greenwich Capital Commercial Funding Corp., Commercial Mtg. Pass-Through Certificates, Series 2007-GG9, Cl. A2, 5.381%, 3/10/39		17,310,000		13,692,705

GS Mortgage Securities Corp. II, Commercial Mtg. Obligations, Series 2006-GG8, Cl. A4, 5.56%, 11/1/39		3,730,000		2,969,968

GSR Mortgage Loan Trust 2005-4F, Mtg. Pass-Through Certificates, Series 2005-4F, Cl. 6A1, 6.50%, 2/25/35		8,253,361		6,804,653

JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mtg. Pass-Through Certificates:
Series 2005-LDP4, Cl. AM, 4.999%, 10/1/42		3,525,000		2,082,693
Series 2008-C2, Cl. A4, 6.068%, 2/1/51		21,450,000		15,266,102
Series 2008-C2, Cl. AM, 6.579%, 2/1/51		7,000,000		3,351,979

JPMorgan Chase Commercial Mortgage Securities Trust 2005-LDP2, Commercial Mtg. Pass-Through Certificates, Series 2005-LDP2, Cl. AM, 4.78%, 7/1/42		8,810,000		4,975,571

JPMorgan Chase Commercial Mortgage Securities Trust 2007-LDPX, Commercial Mtg. Pass-Through Certificates, Series 2007-LDPX, Cl. A3, 5.42%, 1/15/49		8,120,000		5,765,752

JPMorgan Chase Commercial Mortgage Securities Trust, Commercial Mtg. Pass-Through Certificates:
Series 2007-LD11, Cl. A2, 5.804%, 6/15/49¹		7,065,000		5,422,212
Series 2007-LD12, Cl. A2, 5.827%, 2/15/51		12,980,000		10,158,941
Series 2007-LDPX, Cl. A2S, 5.305%, 1/15/49		23,552,000		18,618,400

JPMorgan Commercial Mortgage Finance Corp., Mtg. Pass-Through Certificates, Series 2000-C9, Cl. A2, 7.77%, 10/15/32		3,971,001		3,973,077

LB-UBS Commercial Mortgage Trust 2006-C1, Commercial Mtg. Pass-Through Certificates:
Series 2006-C1, Cl. A2, 5.084%, 2/11/31		16,420,000		14,339,791
Series 2006-C1, Cl. AM, 5.217%, 2/11/31¹		11,760,000		5,933,330

F8 | OPPENHEIMER CORE BOND FUND


	Principal
	Amount		Value

Commercial Continued
Lehman Brothers Commercial Conduit Mortgage Trust, Interest-Only Stripped Mtg.-Backed Security, Series 1998-C1, Cl. IO, 1.805%, 2/18/30³	$	3,153,062	$	65,743

Lehman Structured Securities Corp., Commercial Mtg. Pass-Through Certificates, Series 2002-GE1, Cl. A, 2.514%, 7/26/24²		163,796		122,510

Mastr Alternative Loan Trust 2004-6, Mtg. Pass-Through Certificates, Series 2004-6, Cl. 10A1, 6%, 7/25/34		1,909,103		1,395,795

Mastr Asset Securitization Trust 2006-3, Mtg. Pass-Through Certificates, Series 2006-3, Cl. 2A1, 0.921%, 10/25/36¹		19,244,994		12,132,285

Merrill Lynch Mortgage Investors Trust 2005-A9, Mtg. Asset-Backed Certificates, Series 2005-A9, Cl. 4A1, 5.492%, 12/1/35¹		8,382,188		5,482,193

Merrill Lynch Mortgage Trust 2006-C1, Commercial Mtg. Pass-Through Certificates, Series 2006-C1, Cl. A2, 5.612%, 5/1/39¹		6,100,000		5,267,914

Merrill Lynch/Countrywide Commercial Mortgage Trust 2007-9, Commercial Mtg. Pass-Through Certificates, Series 2007-9, Cl. A4, 5.70%, 9/1/17		7,085,000		4,931,998

Morgan Stanley Capital I Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-IQ16, Cl. A4, 5.809%, 12/1/49		6,330,000		4,759,647

Nomura Asset Securities Corp., Commercial Mtg. Pass-Through Certificates, Series 1998-D6, Cl. A1B, 6.59%, 3/15/30		487,585		486,935

Prudential Mortgage Capital Co. II LLC, Commercial Mtg. Pass-Through Certificates, Series PRU-HTG 2000-C1, Cl. A2, 7.306%, 10/6/15		182,000		158,568

RALI Series 2007-QS6 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2007-QS6, Cl. A114, 5.75%, 4/25/37		4,636,761		2,024,817

Residential Asset Securitization Trust 2006-A9CB, Mtg. Pass-Through Certificates, Series 2006-A9CB, Cl. A5, 6%, 9/25/36		4,596,426		2,248,572

Salomon Brothers Mortgage Securities VII, Inc., Interest-Only Commercial Mtg. Pass-Through Certificates, Series 1999-C1, Cl. X, 7.54%, 5/18/32³		56,581,386		152,634

STARM Mortgage Loan Trust 2007-3, Mtg. Pass-Through Certificates, Series 2007-3, Cl. 1A1, 5.66%, 6/1/37^1,2		14,693,359		7,346,680

Structured Asset Securities Corp., Mtg. Pass-Through Certificates, Series 2002-AL1, Cl. B2, 3.45%, 2/25/32		2,127,782		1,001,085

Wachovia Bank Commercial Mortgage Trust 2006-C29, Commercial Mtg. Pass-Through Certificates, Series 2006-C29, Cl. A2, 5.272%, 11/15/48		2,146,000		1,761,251

Wachovia Bank Commercial Mortgage Trust 2007-C33, Commercial Mtg. Pass-Through Certificates, Series 2007-C33, Cl. A4, 5.903%, 2/1/51¹		10,688,000		7,758,444

WaMu Mortgage Pass-Through Certificates 2006-AR8 Trust, Mtg. Pass-Through Certificates, Series 2006-AR8, Cl. 1A4, 5.871%, 8/1/46¹		18,952,339		10,550,024

WaMu Mortgage Pass-Through Certificates 2007-HY1 Trust, Mtg. Pass-Through Certificates, Series 2007-HY1, Cl. 1A2, 5.706%, 2/25/37^1,2		4,423,222		1,017,341

WaMu Mortgage Pass-Through Certificates 2007-HY3 Trust, Mtg. Pass-Through Certificates, Series 2007-HY3, Cl. 2A2, 5.668%, 3/1/37¹		11,212,662		2,897,994

WaMu Mortgage Pass-Through Certificates 2007-HY4 Trust, Mtg. Pass-Through Certificates, Series 2007-HY4, Cl. 5A1, 5.548%, 11/1/36¹		3,602,845		2,367,618

F9 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value
Commercial Continued
WaMu Mortgage Pass-Through Certificates 2007-HY5 Trust, Mtg. Pass-Through Certificates, Series 2007-HY5, Cl. 2A3, 5.647%, 5/1/37¹	$	3,779,747	$	2,417,003

Wells Fargo Mortgage-Backed Securities 2004-V Trust, Mtg. Pass-Through Certificates, Series 2004-V, Cl. 1A1, 3.986%, 10/1/34¹		9,187,825		8,434,960

				272,456,379

Manufactured Housing—1.2%
Wells Fargo Mortgage-Backed Securities 2006-AR12 Trust, Mtg. Pass-Through Certificates, Series 2006-AR12, Cl. 2A1, 6.099%, 9/25/36¹		12,422,539		7,985,784
Wells Fargo Mortgage-Backed Securities 2006-AR2 Trust, Mtg.
Pass-Through Certificates, Series 2006-AR2, Cl. 2A5, 5.093%, 3/25/36¹		15,250,851
				9,493,356

				17,479,140

Multifamily—7.0%
Banc of America Mortgage Securities, Inc., Mtg. Pass-Through Certificates:
Series 2003-E, Cl. 2A2, 4.71%, 6/25/33¹		6,805,604		5,379,057
Series 2005-F, Cl. 2A3, 4.714%, 7/25/35¹		11,367,324		8,810,616

Bear Stearns ARM Trust 2006-4, Mtg. Pass-Through Certificates, Series 2006-4, Cl. 2A1, 5.779%, 10/25/36¹		6,000,360		2,902,000

CHL Mortgage Pass-Through Trust 2003-46, Mtg. Pass-Through Certificates, Series 2003-46, Cl. 1A2, 5.15%, 1/19/34¹		5,672,790		4,784,597

CHL Mortgage Pass-Through Trust 2005-HYB1, Mtg. Pass-Through Certificates, Series 2005-HYB1, Cl. 1A2, 4.982%, 3/25/35¹		11,308,116		7,079,941

CHL Mortgage Pass-Through Trust 2007-HY1, Mtg. Pass-Through Certificates, Series 2007-HY1, Cl. 1A1, 5.68%, 4/25/37¹		10,866,141		5,928,959

Citigroup Mortgage Loan Trust, Inc. 2006-AR5, Asset-Backed Pass-Through Certificates, Series 2006-AR5, Cl. 1A3A, 5.89%, 7/25/36¹		5,127,705		2,688,726

CWALT Alternative Loan Trust 2005-85CB, Mtg. Pass-Through Certificates, Series 2005-85CB, Cl. 2A3, 5.50%, 2/25/36		7,710,000		5,907,077

GMAC Mortgage Corp. Loan Trust, Mtg. Pass-Through Certificates:
Series 2004-J4, Cl. A7, 5.50%, 9/25/34		7,166,000		5,729,034
Series 2005-AR4, Cl. 2A1, 5.295%, 7/19/35¹		10,789,799		7,808,591

GSR Mortgage Loan Trust 2005-AR7, Mtg. Pass-Through Certificates, Series 2005-AR7, Cl. 3A1, 5.14%, 11/25/35¹		18,447,249		11,671,488

Merrill Lynch Mortgage Investors Trust 2007-2, Mtg. Pass-Through Certificates, Series 2007-2, Cl. 2A1, 5.972%, 6/25/37¹		13,050,706		9,143,708

Wells Fargo Mortgage-Backed Securities 2004-AA Trust, Mtg. Pass-Through Certificates, Series 2004-AA, Cl. 2A, 4.992%, 12/25/34¹		3,567,596		2,762,209

Wells Fargo Mortgage-Backed Securities 2004-S Trust, Mtg. Pass-Through Certificates, Series 2004-S, Cl. A1, 3.742%, 9/25/34¹		2,899,605		2,122,082

Wells Fargo Mortgage-Backed Securities 2006-AR10 Trust, Mtg. Pass-Through Certificates:
Series 2006-AR10, Cl. 2A1, 5.628%, 7/25/36¹		5,726,043		3,067,332
Series 2006-AR10, Cl. 4A1, 5.557%, 7/25/36¹		7,349,064		4,820,322

F10 | OPPENHEIMER CORE BOND FUND


	Principal
	Amount		Value

Multifamily Continued
Wells Fargo Mortgage-Backed Securities 2006-AR2 Trust, Mtg. Pass-Through Certificates:
Series 2006-AR2, Cl. 2A3, 5.093%, 3/1/36¹	$	15,186,380	$	9,538,457
Series 2006-AR2, Cl. 2A6, 5.093%, 3/25/36¹		2,901,172		808,341

Wells Fargo Mortgage-Backed Securities 2006-AR6 Trust, Mtg.
Pass-Through Certificates, Series 2006-AR6, Cl. 3A1, 5.093%, 3/25/36¹		3,741,548		2,687,196

				103,639,733

Other—0.2%
JPMorgan Mortgage Trust 2005-S2, Mtg. Pass-Through Certificates, Series 2005-S2, Cl. 3A1, 6.719%, 2/25/32¹		3,334,909		2,489,709
Salomon Brothers Mortgage Securities VI, Inc., Interest-Only Stripped Mtg.-Backed Security, Series 1987-3, Cl. B, 53.612%, 10/23/17³		4,410		539
Salomon Brothers Mortgage Securities VI, Inc., Principal-Only Stripped Mtg.-Backed Security, Series 1987-3, Cl. A, 1.142%, 10/23/17⁴		6,528		6,072

				2,496,320

Residential—12.1%
Bank of America Alternative Loan Trust, Mtg. Pass-Through Certificates, Series 2003-1, Cl. A6, 6%, 2/1/33		6,895,330		6,396,124

CitiMortgage Alternative Loan Trust 2007-A2, Real Estate Mtg. Investment Conduit Pass-Through Certificates, Series 2007-A2, Cl. 1A5, 6%, 2/25/37		22,518,423		13,368,183

CWALT Alternative Loan Trust 2004-24CB, Mtg. Pass-Through Certificates, Series 2004-24CB, Cl. 1A1, 6%, 11/1/34		7,720,205		6,803,193

CWALT Alternative Loan Trust 2004-28CB, Mtg. Pass-Through Certificates, Series 2004-28CB, Cl. 3A1, 6%, 1/1/35		6,090,536		4,149,463

CWALT Alternative Loan Trust 2005-18CB, Mtg. Pass-Through Certificates, Series 2005-18CB, Cl. A8, 5.50%, 5/25/36		9,396,000		6,943,629

CWALT Alternative Loan Trust 2005-21CB, Mtg. Pass-Through Certificates, Series 2005-21CB, Cl. A7, 5.50%, 6/1/35		6,820,858		4,808,703

CWALT Alternative Loan Trust 2005-J1, Mtg. Pass-Through Certificates, Series 2005-J1, Cl. 3A1, 6.50%, 8/25/32		5,412,332		3,466,470

CWALT Alternative Loan Trust 2005-J3, Mtg. Pass-Through Certificates, Series 2005-J3, Cl. 3A1, 6.50%, 9/25/34		2,889,864		2,489,980

CWALT Alternative Loan Trust 2006-41CB, Mtg. Pass-Through Certificates, Series 2006-41CB, Cl. 1A10, 6%, 1/1/37		21,754,919		12,440,459

GSR Mortgage Loan Trust 2007-AR1, Mtg. Pass-Through Certificates, Series 2007-AR1, Cl. 4A1, 5.826%, 3/1/37^1,2		9,797,192		4,898,596

JP Morgan Mortgage Trust 2006-A2, Mtg. Pass-Through Certificates, Series 2006-A2, Cl. 5A3, 5.138%, 11/1/33¹		959,176		744,968

LB-UBS Commercial Mortgage Trust 2007-C7, Commercial Mtg. Pass-Through Certificates, Series 2007-C7, Cl. AM, 6.166%, 9/11/45¹		8,365,000		3,957,113

Lehman XS Trust, Mtg. Pass-Through Certificates, Series 2005-10, Cl. 2A3B, 5.55%, 1/25/36		1,257,105		1,158,581

F11 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Residential Continued
Merrill Lynch Mortgage Investors Trust 2005-A1, Mtg. Asset-Backed Certificates, Series 2005-A1, Cl. 2A1, 4.54%, 12/25/34¹	$	2,266,082	$	1,363,470

Morgan Stanley Mortgage Loan Trust 2006-AR, Mtg. Pass-Through Certificates, Series 2006-AR, Cl. 5A3, 5.416%, 6/25/36¹		4,750,000		3,292,131

RALI Series 2003-QS1 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2003-QS1, Cl. A2, 5.75%, 1/25/33		1,018,152		1,014,924

RALI Series 2004-QS10 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2004-QS10, Cl. A3, 0.971%, 7/25/34¹		1,587,976		1,337,429

RALI Series 2006-QS13 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2006-QS13, Cl. 1A8, 6%, 9/25/36		2,297,719		2,211,524

RALI Series 2006-QS5 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2006-QS5, Cl. 2A2, 6%, 5/1/36		1,058,284		1,034,787

STARM Mortgage Loan Trust 2007-S1, Mtg. Pass-Through Certificates, Series 2007-S1, Cl. 3A1, 5.01%, 8/1/22^1,2		17,871,708		11,616,610

WaMu Mortgage Pass-Through Certificates 2003-AR9 Trust, Mtg. Pass-Through Certificates, Series 2003-AR9, Cl. 2A, 4.491%, 9/25/33¹		4,270,996		3,683,093

WaMu Mortgage Pass-Through Certificates 2005-AR14 Trust, Mtg. Pass-Through Certificates, Series 2005-AR14, Cl. 1A1, 5.048%, 12/1/35¹		10,503,291		8,469,325

WaMu Mortgage Pass-Through Certificates 2006-AR12 Trust, Mtg. Pass-Through Certificates, Series 2006-AR12, Cl. 2A1, 5.75%, 10/25/36¹		15,331,419		8,691,736

WaMu Mortgage Pass-Through Certificates 2006-AR8 Trust, Mtg. Pass-Through Certificates, Series 2006-AR8, Cl. 2A1, 6.127%, 8/25/36¹		14,216,126		9,456,607

WaMu Mortgage Pass-Through Certificates 2007-HY2 Trust, Mtg. Pass-Through Certificates, Series 2007-HY2, Cl. 2A1, 6.615%, 11/1/36¹		1,319,609		753,34¹

Washington Mutual Mortgage Pass-Through Certificates, Mtg. Pass-Through Certificates, Series 2007-1, Cl. 1A8, 6%, 2/25/37		14,125,524		12,357,921

Wells Fargo Mortgage-Backed Securities 2003-6 Trust, Mtg. Pass-Through Certificates, Series 2003-6, Cl. 1A1, 5%, 6/25/18		5,659,535		5,533,259

Wells Fargo Mortgage-Backed Securities 2004-R Trust, Mtg. Pass-Through Certificates, Series 2004-R, Cl. 2A1, 4.368%, 9/1/34¹		1,239,476		887,325

Wells Fargo Mortgage-Backed Securities 2005-AR16 Trust, Mtg. Pass-Through Certificates, Series 2005-AR16, Cl. 2A1, 4.876%, 10/1/35¹		6,423,105		4,314,337

Wells Fargo Mortgage-Backed Securities 2006-AR10 Trust, Mtg. Pass-Through Certificates:
Series 2006-AR10, Cl. 5A3, 5.594%, 7/1/36¹		3,520,948		2,006,852
Series 2006-AR10, Cl. 5A6, 5.594%, 7/1/36¹		19,438,104		10,720,408

Wells Fargo Mortgage-Backed Securities 2006-AR13 Trust, Mtg. Pass-Through Certificates:
Series 2006-AR13, Cl. A2, 5.75%, 9/1/36¹		20,875,246		14,070,814
Series 2006-AR13, Cl. A5, 5.75%, 9/1/36^1,2		7,593,878		2,126,286

Wells Fargo Mortgage-Backed Securities 2006-AR5 Trust, Mtg. Pass-Through Certificates, Series 2006-AR5, Cl. 2A2, 5.545%, 4/1/36^1,2		8,899,150		2,313,779

				178,881,420

Total Mortgage-Backed Obligations (Cost $1,777,907,655)				1,521,129,665

F12 | OPPENHEIMER CORE BOND FUND


	Principal
	Amount		Value

U.S. Government Obligations—0.1%
U.S. Treasury Bonds, STRIPS, 3.862%, 2/15/13^6,7 (Cost $1,298,366)	$	1,520,000	$	1,425,628
Corporate Bonds and Notes—22.9%
Consumer Discretionary—4.8%
Automobiles—1.9%
Ford Motor Credit Co., 9.75% Sr. Unsec. Nts., 9/15/10		22,680,000		18,150,305
General Motors Acceptance Corp., 8% Bonds, 11/1/31		16,865,000		9,885,605

				28,035,910

Hotels, Restaurants & Leisure—1.5%
MGM Mirage, Inc., 6% Sr. Sec. Nts., 10/1/09		14,555,000		13,972,800
Park Place Entertainment Corp., 7.875% Sr. Sub. Nts., 3/15/10⁸		3,000,000		1,995,000
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 6.625% Nts., 12/1/14		7,432,000		5,648,320

				21,616,120

Household Durables—0.5%
Centex Corp., 5.80% Sr. Unsec. Nts., 9/15/09		4,360,000		4,163,800
Lennar Corp., 7.625% Sr. Unsec. Nts., 3/1/09		2,620,000		2,606,900

				6,770,700

Media—0.1%
Clear Channel Communications, Inc., 6.25% Nts., 3/15/11		6,350,000		1,936,750
Multiline Retail—0.8%
Macy’s Retail Holdings, Inc., 4.80% Sr. Nts., 7/15/09		13,185,000		12,498,760
Consumer Staples—0.3%
Food & Staples Retailing—0.3%
Albertson’s, Inc., 8% Sr. Unsec. Debs., 5/1/31		6,950,000		4,204,750
Real Time Data Co., 11% Nts., 5/31/09^2,9,10,11		476,601		—

				4,204,750

Energy—1.2%
Oil, Gas & Consumable Fuels—1.2%
Buckeye Partners LP, 4.625% Sr. Nts., 7/15/13		4,165,000		3,544,515
Energy Transfer Partners LP, 5.65% Sr. Unsec. Unsub. Nts., 8/1/12		2,310,000		2,063,941
Kaneb Pipe Line Operating Partnership LP, 5.875% Sr. Unsec. Nts., 6/1/13		6,075,000		5,117,841
PF Export Receivables Master Trust, 3.748% Sr. Nts., Series B, 6/1/13¹²		970,044		1,031,256
TEPPCO Partners LP, 6.125% Nts., 2/1/13		3,060,000		2,724,860
Valero Logistics Operations LP, 6.05% Nts., 3/15/13		4,347,000		3,723,962

				18,206,375

F13 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Financials—14.8%
Capital Markets—0.9%
Goldman Sachs Capital, Inc. (The), 6.345% Sub. Bonds, 2/15/34	$	19,350,000	$	14,078,034
Lehman Brothers Holdings, Inc., 7.50% Sub. Nts., 5/11/38¹¹		42,265,000		4,227

				14,082,261

Commercial Banks—3.8%
Barclays Bank plc, 6.278% Perpetual Bonds¹³		32,820,000		18,998,513
HBOS plc, 6.413% Sub. Perpetual Bonds, Series A^12,13		36,400,000		14,140,162
HSBC Finance Capital Trust IX, 5.911% Nts., 11/30/35¹		32,880,000		13,772,511
Popular North America, Inc., 4.70% Nts., 6/30/09		8,799,000		8,600,811

				55,511,997

Diversified Financial Services—6.5%
Bank of America Corp.:
8% Unsec. Perpetual Bonds, Series K¹³		16,140,000		11,625,965
8.125% Perpetual Bonds, Series M¹³		4,200,000		3,146,850
Capmark Financial Group, Inc.:
3.038% Sr. Unsec. Nts., 5/10/10¹		3,920,000		2,001,093
5.875% Sr. Unsec. Nts., 5/10/12		11,600,000		3,957,792
CIT Group Funding Co. of Canada, 4.65% Sr. Unsec. Nts., 7/1/10		5,029,000		4,416,307
Citigroup, Inc.:
8.30% Jr. Sub. Bonds, 12/21/57¹		24,580,000		18,999,775
8.40% Perpetual Bonds, Series E¹³		9,885,000		6,539,323
JPMorgan Chase & Co., 7.90% Perpetual Bonds, Series 1¹³		20,205,000		16,851,495
Merrill Lynch & Co., Inc., 7.75% Jr. Sub. Bonds, 5/14/38		25,835,000		28,549,277

				96,087,877

Insurance—3.3%
American International Group, Inc., 6.25% Jr. Sub. Bonds, 3/15/37		7,611,000		2,849,178
Axa SA, 6.379% Sub. Perpetual Bonds^12,13		29,669,000		13,295,243
MBIA, Inc., 5.70% Sr. Unsec. Unsub. Nts., 12/1/34		4,160,000		1,692,579
MetLife Capital Trust X, 9.25% Sec. Bonds, 4/8/38¹		5,600,000		3,913,745
MetLife, Inc., 6.40% Jr. Unsec. Sub. Bonds, 12/15/36¹		19,845,000		11,934,525
Prudential Holdings LLC, 8.695% Bonds, Series C, 12/18/23¹²		9,470,000		9,144,762
Prudential Insurance Co. of America, 8.30% Nts., 7/1/25¹²		8,725,000		5,895,797

				48,725,829

Thrifts & Mortgage Finance—0.3%
Washington Mutual Bank NV, 3.337% Sr. Unsec. Nts., 5/1/09¹¹		13,045,000		3,848,275
Information Technology—0.6%
Communications Equipment—0.0%
Orion Network Systems, Inc., 12.50% Sr. Unsub. Nts., 1/15/07^2,10,11		200,000		2

F14 | OPPENHEIMER CORE BOND FUND


	Principal
	Amount			Value

Computers & Peripherals—0.6%
NCR Corp., 7.125% Sr. Unsec. Unsub. Nts., 6/15/09	$	8,875,000		$	8,901,989
Materials—0.0%
Chemicals—0.0%
Morton International, Inc., 9.75% Credit Sensitive Nts., 6/1/20¹		85,000			97,392
Utilities—1.2%
Electric Utilities—1.2%
Monongahela Power Co., 7.36% Unsec. Nts., Series A, 1/15/10		9,227,000			9,034,765
Westar Energy, Inc., 7.125% Sr. Unsec. Nts., 8/1/09		8,644,000			8,608,716

					17,643,481


Total Corporate Bonds and Notes (Cost $514,223,382)					338,168,468

	Shares

Common Stocks—0.0%
Chesapeake Energy Corp. (Cost $9)		181			2,927

	Units

Rights, Warrants and Certificates—0.0%
Pathmark Stores, Inc. Wts., Strike Price $22.31, Exp. 9/19/10^2,10 (Cost $5,577)		2,028			71

	Shares

Investment Company—11.7%
Oppenheimer Institutional Money Market Fund, Cl. E, 1.96%^14,15 (Cost $171,712,453)		171,712,453			171,712,453
Total Investments, at Value (excluding Investments Purchased with Cash Collateral from Securities Loaned) (Cost $2,529,222,551)					2,085,558,608

Investments Purchased with Cash Collateral from Securities Loaned—0.0%¹⁶
OFI Liquid Assets Fund, LLC, 1.71% ^14,15(Cost $408,818)		408,818			408,818

Total Investments, at Value (Cost $2,529,631,369)		141.5	%		2,085,967,426
Liabilities in Excess of Other Assets		(41.5	)		(611,433,044	)


Net Assets		100.0	%	$	1,474,534,382

Industry classifications are unaudited.

Footnotes to Statement of Investments

1. Represents the current interest rate for a variable or increasing rate security.

2. Illiquid security. The aggregate value of illiquid securities as of December 31, 2008 was $30,428,390, which represents 2.06% of the Fund’s net assets. See Note 7 of accompanying Notes.

F15 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

3. Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $73,447,577 or 4.98% of the Fund’s net assets as of December 31, 2008.

4. Principal-Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans. The value of these securities generally increases as interest rates decline and prepayment rates rise. The price of these securities is typically more volatile than that of coupon-bearing bonds of the same maturity. Interest rates disclosed represent current yields based upon the current cost basis and estimated timing of future cash flows. These securities amount to $1,425,945 or 0.10% of the Fund’s net assets as of December 31, 2008.

5. When-issued security or delayed delivery to be delivered and settled after December 31, 2008. See Note 1 of accompanying Notes.

6. All or a portion of the security is held in collateralized accounts to cover initial margin requirements on open futures contracts. The aggregate market value of such securities is $8,446,974. See Note 5 of accompanying Notes.

7. Zero coupon bond reflects effective yield on the date of purchase.

8. Partial or fully-loaned security. See Note 8 of accompanying Notes.

9. Interest or dividend is paid-in-kind, when applicable.

10. Non-income producing security.

11. Issue is in default. See Note 1 of accompanying Notes

12. 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 $43,507,220 or 2.95% of the Fund’s net assets as of December 31, 2008.

13. This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest. Rate reported represents the current interest rate for this variable rate security.

14. Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2008, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares		Gross		Gross		Shares
	December 31, 2007		Additions		Reductions		December 31, 2008

OFI Liquid Assets Fund, LLC		—		28,871,531		28,462,713		408,818
Oppenheimer Institutional
Money Market Fund, Cl. E		52,911,646		1,700,873,349		1,582,072,542		171,712,453


	Value		Income

OFI Liquid Assets Fund, LLC	$	408,818	$	25,307	^a
Oppenheimer Institutional Money
Market Fund, Cl. E		171,712,453		2,409,798

	$	172,121,271	$	2,435,105

a. Net of compensation to the securities lending agent and rebates paid to the borrowing counterparties.

15. Rate shown is the 7-day yield as of December 31, 2008.

16. The security/securities have been segregated to satisfy the forward commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 8 of accompanying Notes.

F16 | OPPENHEIMER CORE BOND FUND

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—quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

2) Level 2—inputs other than quoted prices that are observable for the asset (such as quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

3) Level 3—unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The market value of the Fund’s investments was determined based on the following inputs as of December 31, 2008:


	Investments in		Other Financial
Valuation Description	Securities		Instruments*

Level 1—Quoted Prices	$	172,124,198	$	(5,530,242	)
Level 2—Other Significant Observable Inputs		1,913,843,157		(26,134,527	)
Level 3—Significant Unobservable Inputs		71		—

Total	$	2,085,967,426	$	(31,664,769	)

*Other financial instruments include options written, currency contracts, futures, forwards and swap contracts. Currency contracts and forwards are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. Options written and swaps 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 techniques, if any, during the reporting period.

Futures Contracts as of December 31, 2008 are as follows:

Unrealized

Number of

Expiration

Appreciation

Contract Description

Buy/Sell

Contracts

Date

Value

(Depreciation)

U.S. Treasury Bonds, 10 yr.

Buy

629

3/20/09

79,096,750

616,047

U.S. Treasury Bonds, 20 yr.

Buy

1,361

3/20/09

187,881,797

14,098,197

U.S. Treasury Nts., 2 yr.

Sell

519

3/31/09

113,174,438

(483,236

)

14,231,008

Credit Default Swap Contracts as of December 31, 2008 are as follows:


					Pay/					Upfront
Swap			Notional		Receive					Payment
Reference		Buy/Sell	Amount		Fixed			Termination		Received /
Entity	Counterparty	Credit Protection	(000s)		Rate			Date		(Paid)		Value

ABX.HE.AA.06-2
Index:
	Barclays Bank plc	Sell	$	7,270		0.170	%		5/25/46	$	5,624,201	$	(6,384,872	)
	Deutsche Bank AG	Sell		2,000		0.170			5/25/46		239,981		(1,756,499	)
	Goldman Sachs Bank USA	Sell		730		0.170			5/25/46		60,146		(641,122	)
	Goldman Sachs Bank USA	Sell		2,680		0.170			5/25/46		1,058,537		(2,353,708	)

F17 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Credit Default Swap Contracts: Continued


					Pay/					Upfront
Swap			Notional		Receive					Payment
Reference		Buy/Sell	Amount		Fixed			Termination		Received /
Entity	Counterparty	Credit Protection	(000s)		Rate			Date		(Paid)		Value

ABX.HE.AA.06-2
Index: Continued
	Morgan Stanley Capital Services, Inc.	Sell	$	600		0.170	%		5/25/46	$	47,935	$	(526,950	)

	Morgan Stanley Capital Services, Inc.	Sell		1,240		0.170			5/25/46		123,994		(1,089,029	)

		Total		14,520							7,154,794		(12,752,180	)

Allied Waste North America, Inc.:
	Deutsche Bank AG	Sell		1,830		2.000			9/20/09		—		14,129
	Deutsche Bank AG	Sell		3,020		2.000			9/20/09		—		23,317

		Total		4,850							—		37,446

American International Group, Inc.:
	Barclays Bank plc	Sell		4,045		3.000			3/20/09		—		(23,706	)
	Barclays Bank plc	Sell		8,585		5.350			3/20/09		—		(1,616	)
	Barclays Bank plc	Sell		9,045		4.000			3/20/09		—		(31,177	)
	Deutsche Bank AG	Sell		11,395		4.000			3/20/09		—		(39,277	)
	Morgan Stanley Capital Services, Inc.	Sell		6,830		4.000			3/20/09		—		(23,542	)

		Total		39,900							—		(119,318	)

Capmark Financial Group, Inc.:
	Barclays Bank plc	Sell		3,950		1.000			6/20/12		—		(2,070,438	)
	Goldman Sachs Bank USA	Sell		4,595		0.950			6/20/12		—		(2,411,607	)
	Morgan Stanley Capital Services,Inc.	Sell		2,140		5.000			6/20/12		577,800		(1,006,802	)

		Total		10,685							577,800		(5,488,847	)

CDX North America Investment Grade Index, H Volume, Series 7	Morgan Stanley Capital Services,Inc.	Sell		17,000		0.750			12/20/11		64,344		(1,600,731	)

		Total		17,000							64,344		(1,600,731	)

Cemex SAB de CV	Deutsche Bank AG	Sell		3,635		2.000			3/20/09		—		(53,169	)

		Total		3,635							—		(53,169	)

F18 | OPPENHEIMER CORE BOND FUND

Credit Default Swap Contracts: Continued


					Pay/					Upfront
Swap			Notional		Receive					Payment
Reference		Buy/Sell	Amount		Fixed			Termination		Received /
Entity	Counterparty	Credit Protection	(000s)		Rate			Date		(Paid)			Value

Centex Corp.:
	Barclays Bank plc	Sell	$	4,410		4.650	%		9/20/09	$	—		$	(5,830	)
	Deutsche Bank AG	Sell		1,765		1.550			9/20/09		—			(42,246	)

		Total		6,175							—			(48,076	)

CIT Group, Inc.:
	Barclays Bank plc	Sell		2,150		10.500			6/20/09		—			28,417
	Deutsche Bank AG	Sell		2,040		5.000			3/20/09		234,600			(58,313	)

		Total		4,190							234,600			(29,896	)

Clear Channel Communications, Inc.	Morgan StanleyCapital Services, Inc.	Sell		450		6.300			9/20/12		—			(287,858	)

		Total		450							—			(287,858	)

CMBX.AAA.4 Index:
	Barclays Bank plc	Buy		8,375		0.350			2/17/51		(2,073,277	)		2,551,627
	Deutsche Bank AG	Buy		5,030		0.350			2/17/51		(1,494,115	)		1,532,500

		Total		13,405							(3,567,392	)		4,084,127

Countrywide Home Loans, Inc.	Morgan Stanley Capital Services, Inc.	Sell		11,880		0.420			6/20/09		—			(45,137	)

		Total		11,880							—			(45,137	)

Energy Future Holdings Corp.:
	Credit Suisse International	Sell		1,620		6.050			12/20/12		—			(439,390	)
	Credit Suisse International	Sell		1,680		5.910			12/20/12		—			(461,092	)
	Credit Suisse International	Sell		1,685		6.000			12/20/12		—			(458,964	)

		Total		4,985							—			(1,359,446	)

First Data Corp.	Goldman Sachs Bank USA	Sell		1,890		4.700			3/20/09		—			(58,907	)

		Total		1,890							—			(58,907	)

Ford Motor Co.:
	Deutsche Bank AG	Sell		14,580		5.000			12/20/18		7,873,200			(10,297,489	)
	Morgan Stanley Capital Services, Inc.	Sell		3,065		7.050			12/20/16		—			(2,017,744	)
	Morgan Stanley Capital Services, Inc.	Sell		4,900		6.050			12/20/17		—			(3,265,640	)
	Morgan Stanley Capital Services, Inc.	Sell		6,445		7.150			12/20/16		—			(4,193,753	)

		Total		28,990							7,873,200			(19,774,626	)

General Electric Capital Corp.:
	Barclays Bank plc	Sell		5,610		8.000			12/20/09		—			165,287
	Barclays Bank plc	Sell		8,563		5.750			12/20/09		—			67,023
	Credit Suisse International	Sell		4,895		8.000			12/20/09		—			144,221
			��
		Total		19,068							—			376,531

F19 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Credit Default Swap Contracts: Continued


					Pay/					Upfront
Swap			Notional		Receive					Payment
Reference		Buy/Sell	Amount		Fixed			Termination		Received /
Entity	Counterparty	Credit Protection	(000s)		Rate			Date		(Paid)		Value

General Motors Corp.:
	Deutsche Bank AG	Sell	$	8,175		5.000	%		12/20/18	$	5,477,250	$	(6,472,232	)
	Morgan Stanley Capital Services, Inc.	Sell		2,860		5.050			12/20/17		—		(2,281,024	)
	Morgan Stanley Capital Services, Inc.	Sell		3,250		5.800			12/20/16		—		(2,570,769	)
	Morgan Stanley Capital Services, Inc.	Sell		3,440		5.750			12/20/16		—		(2,722,552	)

		Total		17,725							5,477,250		(14,046,577	)

Goldman Sachs Group, Inc. (The):
	Barclays Bank plc	Sell		7,820		5.750			12/20/09		—		159,364
	Deutsche Bank AG	Sell		6,425		5.450			12/20/09		—		112,213
	Deutsche Bank AG	Sell		7,860		5.500			12/20/09		—		141,095

		Total		22,105							—		412,672

Hartford Financial Services Group, Inc.	Morgan Stanley Capital Services, Inc.	Sell		3,575		2.400			3/20/09		—		(35,717	)

		Total		3,575							—		(35,717	)

HCP, Inc	Barclays Bank plc	Sell		5,350		4.600			3/20/09		—		6,136

		Total		5,350							—		6,136
Idearc, Inc.	Credit Suisse International	Sell		875		5.000			12/20/09		179,375		(632,978	)

		Total		875							179,375		(632,978	)
iStar Financial, Inc.:
	Barclays Bank plc	Sell		5,555		4.400			12/20/12		—		(3,011,794	)
	Credit Suisse International	Sell		340		6.350			3/20/09		—		(40,699	)
	Credit Suisse International	Sell		1,255		4.000			12/20/12		—		(683,592	)
	Credit Suisse International	Sell		2,540		12.000			3/20/09		—		(277,758	)
	Deutsche Bank AG	Sell		320		4.500			12/20/12		—		(173,295	)
	Deutsche Bank AG	Sell		880		4.320			12/20/12		—		(477,559	)
	Deutsche Bank AG	Sell		6,245		12.000			3/20/09		—		(682,912	)
	Goldman Sachs Bank USA	Sell		1,445		3.950			12/20/12		—		(787,538	)
	Morgan Stanley Capital Services, Inc.	Sell		1,085		4.860			12/20/12		—		(585,121	)

		Total		19,665							—		(6,720,268	)

J.C. Penney Corp., Inc.:
	Morgan Stanley Capital Services, Inc.	Sell		4,665		1.070			12/20/17		—		(908,686	)
	Morgan Stanley Capital Services, Inc.	Sell		5,215		1.300			12/20/17		—		(941,473	)

		Total		9,880							—		(1,850,159	)

F20 | OPPENHEIMER CORE BOND FUND

Credit Default Swap Contracts: Continued


					Pay/					Upfront
Swap			Notional		Receive					Payment
Reference		Buy/Sell	Amount		Fixed			Termination		Received /
Entity	Counterparty	Credit Protection	(000s)		Rate			Date		(Paid)		Value

Jones Apparel Group, Inc.:
	Deutsche Bank AG	Buy	$	3,755		2.635	%		6/20/18	$	—	$	838,634
	Morgan Stanley Capital Services, Inc.	Buy		7,580		2.970			6/20/18		—		1,554,969

		Total		11,335							—		2,393,603

	Deutsche Bank AG	Sell		3,755		2.720			6/20/13		—		(744,679	)
	Morgan Stanley Capital Services, Inc.	Sell		7,580		3.200			6/20/13		—		(1,386,597	)

		Total		11,335							—		(2,131,276	)
Kohl’s Corp.	Barclays Bank plc	Buy		3,685		1.180			6/20/18		—		328,986
	Barclays Bank plc	Buy		3,695		1.040			6/20/18		—		367,494
	Deutsche Bank AG	Buy		3,725		1.300			6/20/18		—		300,056
	Morgan Stanley Capital Services, Inc.	Buy		6,995		0.660			12/20/17		—		853,292
	Morgan Stanley Capital Services, Inc.	Buy		7,745		0.870			12/20/17		—		831,008

		Total		25,845							—		2,680,836

	Barclays Bank plc	Sell		3,685		1.080			6/20/13		—		(247,919	)
	Barclays Bank plc	Sell		3,695		0.900			6/20/13		—		(274,924	)
	Deutsche Bank AG	Sell		3,725		1.180			6/20/13		—		(235,863	)

		Total		11,105							—		(758,706	)
Liz Claiborne, Inc.:
	Morgan Stanley Capital Services, Inc.	Buy		7,425		2.900			6/20/18		—		2,298,958

		Total		7,425							—		2,298,958

	Deutsche Bank AG	Sell		13,245		3.250			6/20/09		—		(388,895	)
	Morgan Stanley Capital Services, Inc.	Sell		7,425		3.100			6/20/13		—		(1,970,892	)

		Total		20,670							—		(2,359,787	)
Louisiana-Pacific Corp.	Morgan Stanley Capital Services, Inc.	Sell		7,810		6.250			9/20/09		—		(667,358	)

		Total		7,810							—		(667,358	)
MBIA, Inc.	Deutsche Bank AG	Sell		2,670		4.900			12/20/12		—		(732,413	)

		Total		2,670							—		(732,413	)
Merrill Lynch & Co., Inc.:
	Barclays Bank plc	Sell		15,210		4.150			9/20/09		—		20,275
	Credit Suisse International	Sell		7,605		4.150			9/20/09		—		10,137

		Total		22,815							—		30,412
Morgan Stanley	Credit Suisse International	Sell		10,815		7.800			12/20/13		—		1,617,621

		Total		10,815							—		1,617,621

F21 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Credit Default Swap Contracts: Continued


					Pay/					Upfront
Swap			Notional		Receive					Payment
Reference		Buy/Sell	Amount		Fixed			Termination		Received /
Entity	Counterparty	Credit Protection	(000s)		Rate			Date		(Paid)		Value

Prudential Financial, Inc.	Deutsche Bank AG	Sell	$	10,750		2.050	%		6/20/09	$	—	$	(343,165	)

		Total		10,750							—		(343,165	)
Pulte Homes, Inc.	Goldman Sachs Bank USA	Sell		7,100		2.750			9/20/09		—		(9,980	)

		Total		7,100							—		(9,980	)
Reliant Energy, Inc.:
	Credit Suisse International	Sell		4,145		9.000			12/20/09		—		(104,018	)
	Credit Suisse International	Sell		4,275		9.000			12/20/09		—		(107,280	)

		Total		8,420							—		(211,298	)
R.H. Donnelley Corp.:
	Goldman Sachs Bank USA	Sell		7,680		9.000			3/20/09		—		(331,125	)
	Morgan Stanley Capital Services, Inc.	Sell		1,300		5.000			12/20/09		117,000		(456,668	)

		Total		8,980							117,000		(787,793	)
Rite Aid Corp.:
	Credit Suisse International	Sell		2,675		5.000			9/20/09		160,500		(475,405	)
	Credit Suisse International	Sell		2,890		7.500			3/20/09		—		(147,885	)

		Total		5,565							160,500		(623,290	)
Sprint Nextel Corp.:
	Credit Suisse International	Sell		15,630		6.300			3/20/09		—		(217,669	)
	Goldman Sachs Bank USA	Sell		5,620		6.300			3/20/09		—		(78,266	)

		Total		21,250							—		(295,935	)
Temple-Inland, Inc.	Deutsche Bank AG	Sell		1,900		3.000			9/20/09		—		(112,956	)

		Total		1,900							—		(112,956	)
Tenet Healthcare Corp.	Deutsche Bank AG	Sell		6,900		1.600			3/20/09		—		(159,856	)

		Total		6,900							—		(159,856	)
Tribune Co.:
	Credit Suisse International	Sell		725		5.000			1/16/09		159,500		(679,776	)
	Credit Suisse International	Sell		3,815		5.000			1/16/09		877,450		(3,577,028	)
	Credit Suisse International	Sell		280		5.000			1/16/09		89,600		(262,534	)
	Credit Suisse International	Sell		2,780		5.000			1/16/09		973,000		(2,606,589	)
	Credit Suisse International	Sell		3,470		5.000			1/16/09		1,353,300		(3,253,548	)

		Total		11,070							3,452,850		(10,379,475	)
Univision Communications, Inc.:
	Credit Suisse International	Sell		585		14.600			3/20/09		—		(42,281	)
	Goldman Sachs Bank USA	Sell		200		5.000			6/20/09		12,000		(66,119	)
	Goldman Sachs Bank USA	Sell		630		5.000			6/20/09		69,300		(208,274	)
	Goldman Sachs Bank USA	Sell		1,590		5.000			6/20/09		159,000		(525,645	)

F22 | OPPENHEIMER CORE BOND FUND

Credit Default Swap Contracts: Continued


					Pay/					Upfront
Swap			Notional		Receive					Payment
Reference		Buy/Sell	Amount		Fixed			Termination		Received /
Entity	Counterparty	Credit Protection	(000s)		Rate			Date		(Paid)			Value

Univision Communications, Inc.: Continued
	Morgan Stanley Capital Services, Inc.	Sell	$	1,775		5.000	%		12/20/09	$	124,250		$	(609,556	)
	Morgan Stanley Capital Services, Inc.	Sell		2,420		5.000			6/20/09		145,200			(800,038	)
	Morgan Stanley Capital Services, Inc.	Sell		1,750		5.000			12/20/09		227,500			(600,971	)

		Total		8,950							737,250			(2,852,884	)
Vale Overseas:
	Morgan Stanley Capital Services, Inc.	Buy		3,660		0.700			3/20/17		—			584,165
	Morgan Stanley Capital Services, Inc.	Buy		3,670		0.630			3/20/17		—			601,715

		Total		7,330							—			1,185,880

	Morgan Stanley Capital Services, Inc.	Sell		3,660		1.170			3/20/17		—			(465,158	)
	Morgan Stanley Capital Services, Inc.	Sell		3,670		1.100			3/20/17		—			(482,987	)

		Total		7,330							—			(948,145	)
Vornado Realty LP:
	Credit Suisse International	Sell		3,520		3.600			3/20/09		—			(30,593	)
	Deutsche Bank AG	Sell		7,180		3.875			6/20/09		—			(57,565	)

		Total		10,700							—			(88,158	)
XL Capital Ltd.:
	Barclays Bank plc	Sell		8,340		3.550			9/20/09		—			(618,969	)
	Deutsche Bank AG	Sell		9,440		3.550			9/20/09		—			(700,608	)

		Total		17,780							—			(1,319,577	)

		Grand Total Buys		65,340							(3,567,392	)		12,643,404
		Grand Total Sells		461,308							26,028,963			(87,205,124	)

			Total Credit Default Swaps							$	22,461,571		$	(74,561,720	)

F23 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

The table that follows shows the undiscounted maximum potential payment by the Fund related to selling credit protection in credit default swaps:

Total Maximum

Type of Reference

Potential Payments

Asset on which

for Selling Credit

Reference

the Fund Sold

Protection

Amount

Asset Rating

Protection

(Undiscounted)

Recoverable*

Range**

Asset-Backed Indexes

14,520,000

—

Investment Grade Indexes

17,000,000

—

BBB

Single Name Corporate Debt

250,648,000

11,105,000

AAA to BBB-

Single Name Corporate Debt

179,140,000

18,760,000

BB+ to D

Total

461,308,000

29,865,000

* Amounts recoverable includes potential payments from related purchased protection for instances where the Fund is the seller of protection. In addition, the Fund has no recourse provisions under the credit derivatives and holds no collateral which can offset or reduce potential payments under a triggering event.

** The reference asset security rating, as rated by any rating organization, are included in the equivalent Standard & Poor’s rating category. The reference asset rating represents the likelihood of a potential payment by the Fund if the reference asset experiences a credit event as of period end.

Interest Rate Swap Contracts as of December 31, 2008 are as follows:


	Notional
Reference Entity/	Amount		Paid by			Received by			Termination
Swap Counterparty	(000’s)		the Fund			the Fund			Date		Value

USD BBA LIBOR:
Credit Suisse International	$	60,000		4.145	%	Three-Month USD BBA LIBOR				10/29/16	$	(7,774,751	)
Credit Suisse International		45,500		2.768		Three-Month USD BBA LIBOR				11/3/10		(1,028,721	)
Credit Suisse International		23,970		2.225		Three-Month USD BBA LIBOR				11/20/10		(338,929	)
Goldman Sachs Group, Inc. (The)		80,000		2.820		Three-Month USD BBA LIBOR				10/29/10		(1,824,264	)
Goldman Sachs Group, Inc. (The)		84,500		2.765		Three-Month USD BBA LIBOR				11/3/10		(1,906,317	)
Goldman Sachs Group, Inc. (The)		119,390		2.233		Three-Month USD BBA LIBOR				11/20/10		(1,705,829	)
UBS AG		80,200		4.320		Three-Month USD BBA LIBOR				11/3/16		(11,470,676	)
UBS AG		31,640		2.230		Three-Month USD BBA LIBOR				11/20/10		(450,506	)

Total where Fund pays a fixed rate		525,200										(26,499,993	)

Credit Suisse International		19,780	Three-Month USD BBA LIBOR				5.428	%		8/7/17		5,055,333
Credit Suisse International		76,200	Three-Month USD BBA LIBOR				2.815			12/4/16		2,541,422
Deutsche Bank AG		16,700	Three-Month USD BBA LIBOR				5.445			8/8/17		4,293,002

F24 | OPPENHEIMER CORE BOND FUND

Interest Rate Swap Contracts: Continued

Notional

Reference Entity/

Amount

Paid by

Received by

Termination

Swap Counterparty

(000’s)

the Fund

Date

Value

USD BBA LIBOR: Continued

Goldman Sachs Group, Inc. (The)

73,800

Three-Month USD
BBA LIBOR

2.823

12/4/16

2,502,115

Total where Fund pays a variable rate

186,480

14,391,872

Total Interest Rate Swaps

(12,108,121

)

Abbreviation/Definition is as follows:

BBA LIBOR British Bankers’ Association London-Interbank Offered Rate

Total Return Swap Contracts as of December 31, 2008 are as follows:

Notional

Reference Entity/

Amount

Paid by

Received by

Termination

Swap Counterparty

(000’s)

the Fund

Date

Value

Banc of America Securities

LLC AAA 10 yr. CMBS Daily Index*:

Goldman Sachs Group, Inc. (The)

165,690

3/31/09

35,691,006

Goldman Sachs Group, Inc. (The)

96,780

1/31/09

(22,992,509

)

Reference Entity Total

12,698,497

Barclays Capital U.S. CMBS AAA Index*:

Barclays Bank plc

16,190

5/1/09

1,782,340

Morgan Stanley

37,800

2/1/09

4,134,693

Morgan Stanley

71,500

3/1/09

7,835,054

Reference Entity Total

13,752,087

Barclays Capital U.S.

CMBS AAA 8.5+ Index*:

Goldman Sachs Group, Inc. (The)

70,300

3/1/09

12,003,428

Goldman Sachs Group, Inc. (The)

17,150

3/1/09

2,921,353

Goldman Sachs Group, Inc. (The)

23,440

2/1/09

4,002,281

Morgan Stanley

1,900

3/1/09

323,977

Morgan Stanley

26,480

3/1/09

4,482,038

Morgan Stanley

11,300

2/1/09

1,922,972

Morgan Stanley

38,170

2/1/09

6,525,582

Morgan Stanley

11,220

2/1/09

1,903,099

Reference Entity Total

34,084,730

Total of Total Return Swaps

60,535,314

* The CMBS Indexes are representative indexes of segments of the commercial mortgage backed securities market. These indexes are measured by movements in the credit spreads of the underlying holdings. As the credit market perceives an improvement in the credit quality of an Index’s underlying holdings and reduced probability of default, the spread of an index narrows. As the credit market perceives a decrease in credit quality and an increased probability of default on an Index’s underlying holdings, the spread widens.

Abbreviation is as follows:

CMBS Commercial Mortgage Backed Securities

A—The Fund makes periodic payments when credit spreads, as represented by the Reference Entity, widen.

B—The Fund makes periodic payments when credit spreads, as represented by the Reference Entity, narrow.

C—The Fund receives periodic payments when credit spreads, as represented by the Reference Enitiy, widen.

D—The Fund receives periodic payments when credit spreads, as represented by the Reference Enitiy, narrow.

F25 | OPPENHEIMER CORE BOND FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

The following table aggregates, as of period end, the amount receivable from/(payable to) each counterparty with whom the Fund has entered into a swap agreement. Swaps are individually disclosed in the preceding tables.

Swap Summary as of December 31, 2008 is as follows:


		Notional
	Swap Type from	Amount
Swap Counterparty	Fund Perspective	(000’s)		Value

Barclays Bank plc:
	Credit Default Buy Protection	$	15,755	$	3,248,107
	Credit Default Sell Protection		103,283		(12,224,743	)
	Total Return		16,190		1,782,340

					(7,194,296	)
Credit Suisse International:
	Interest Rate		225,450		(1,545,646	)
	Credit Default Sell Protection		78,100		(12,727,100	)

					(14,272,746	)
Deutsche Bank AG:
	Credit Default Buy Protection		12,510		2,671,190
	Interest Rate		16,700		4,293,002
	Credit Default Sell Protection		129,735		(23,238,237	)

					(16,274,045	)
Goldman Sachs Bank USA	Credit Default Sell Protection		34,160		(7,472,291	)
Goldman Sachs Group, Inc. (The):
	Interest Rate		357,690		(2,934,295	)
	Total Return		373,360		31,625,559

					28,691,264
Morgan Stanley	Total Return		198,370		27,127,415
Morgan Stanley Capital Services, Inc.:
	Credit Default Buy Protection		37,075		6,724,107
	Credit Default Sell Protection		116,030		(31,542,753	)

					(24,818,646	)
UBS AG	Interest Rate		111,840		(11,921,182	)

		Total Swaps		$	(26,134,527	)

See accompanying Notes to Financial Statements.

F26 | OPPENHEIMER CORE BOND FUND

STATEMENT OF ASSETS AND LIABILITIES December 31, 2008


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $2,357,510,098)	$	1,913,846,155
Affiliated companies (cost $172,121,271)		172,121,271

		2,085,967,426
Cash		1,374,944
Swaps, at value (net upfront payments paid $3,332,792)		113,014,021
Receivables and other assets:
Interest and dividends		13,932,695
Investments sold		4,901,047
Shares of beneficial interest sold		3,400,282
Terminated investment contracts		495,659
Due from Manager		186
Other		24,800

Total assets		2,223,111,060

Liabilities
Return of collateral for securities loaned		408,818
Swaps, at value (upfront payments received $25,794,363)		139,148,548
Payables and other liabilities:
Investments purchased (including $584,028,288 purchased on a when-issued or delayed delivery basis)		593,962,471
Futures margins		5,530,242
Terminated investment contracts		5,369,709
Shares of beneficial interest redeemed		3,126,734
Distribution and service plan fees		474,918
Transfer and shareholder servicing agent fees		307,610
Shareholder communications		121,624
Trustees’ compensation		9,986
Dividends		3,067
Other		112,951

Total liabilities		748,576,678

Net Assets	$	1,474,534,382


Composition of Net Assets
Par value of shares of beneficial interest	$	240,920
Additional paid-in capital		2,052,915,431
Accumulated net investment loss		(8,979,508	)
Accumulated net realized loss on investments		(136,536,570	)
Net unrealized depreciation on investments		(433,105,891	)


Net Assets	$	1,474,534,382

F27 | OPPENHEIMER CORE BOND 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 $465,375,230 and 75,990,586 shares of beneficial interest outstanding)	$	6.12
Maximum offering price per share (net asset value plus sales charge of 4.75% of offering price)	$	6.43

Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $42,616,837 and 6,960,764 shares of beneficial interest outstanding)	$	6.12

Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $108,673,126 and 17,731,704 shares of beneficial interest outstanding)	$	6.13

Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $54,092,258 and 8,836,321 shares of beneficial interest outstanding)	$	6.12

Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $803,776,931 and 131,400,802 shares of beneficial interest outstanding)	$	6.12

See accompanying Notes to Financial Statements.

F28 | OPPENHEIMER CORE BOND FUND

STATEMENT OF OPERATIONS For the Year Ended December 31, 2008


Investment Income
Interest	$	141,685,365
Fee income		8,374,182
Dividends:
Unaffiliated companies		53
Affiliated companies		2,409,798
Income from investment of securities lending cash collateral, net:
Unaffiliated companies		77,416
Affiliated companies		25,307
Other income		25,128

Total investment income		152,597,249

Expenses
Management fees		8,933,847
Distribution and service plan fees:
Class A		1,945,263
Class B		761,033
Class C		1,696,056
Class N		417,501
Transfer and shareholder servicing agent fees:
Class A		1,725,013
Class B		292,847
Class C		393,879
Class N		284,129
Class Y		766,721
Shareholder communications:
Class A		178,869
Class B		45,059
Class C		36,562
Class N		7,687
Class Y		47,503
Trustees’ compensation		47,386
Custodian fees and expenses		15,394
Other		143,884

Total expenses		17,738,633
Less reduction to custodian expenses		(2,033	)
Less waivers and reimbursements of expenses		(575,793	)

Net expenses		17,160,807

Net Investment Income		135,436,442

F29 | OPPENHEIMER CORE BOND FUND

STATEMENT OF OPERATIONS Continued


Realized and Unrealized Loss
Net realized loss on:
Investments from unaffiliated companies		(36,293,855	)
Closing and expiration of futures contracts		(19,765,501	)
Swap contracts		(493,432,387	)

Net realized loss		(549,491,743	)
Net change in unrealized appreciation (depreciation) on:
Investments		(456,818,723	)
Futures contracts		15,841,751
Swap contracts		2,355,839

Net change in unrealized depreciation		(438,621,133	)

Net Decrease in Net Assets Resulting from Operations	$	(852,676,434	)

See accompanying Notes to Financial Statements.

F30 | OPPENHEIMER CORE BOND FUND

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended December 31,	2008			2007

Operations
Net investment income	$	135,436,442		$	85,447,673
Net realized loss		(549,491,743	)		(12,524,932	)
Net change in unrealized appreciation (depreciation)		(438,621,133	)		5,643,791

Net increase (decrease) in net assets resulting from operations		(852,676,434	)		78,566,532

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		—			(29,656,191	)
Class B		—			(3,253,244	)
Class C		—			(5,234,319	)
Class N		—			(2,495,333	)
Class Y		—			(25,916,933	)

		—			(66,556,020	)

Tax return of capital distribution from net investment income:
Class A		(48,739,916	)		(8,456,006	)
Class B		(4,132,899	)		(1,158,167	)
Class C		(9,323,533	)		(1,868,050	)
Class N		(5,016,188	)		(765,637	)
Class Y		(68,196,336	)		(6,699,873	)

		(135,408,872	)		(18,947,733	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(154,698,760	)		287,770,231
Class B		(24,910,772	)		(16,382,772	)
Class C		(10,474,874	)		45,361,474
Class N		7,600,883			26,067,879
Class Y		488,230,231			391,767,895

		305,746,708			734,584,707

Net Assets	��
Total increase (decrease)		(682,338,598	)		727,647,486
Beginning of period		2,156,872,980			1,429,225,494


End of period (including accumulated net investment income (loss) of $(8,979,508) and $8,250,048, respectively)	$	1,474,534,382		$	2,156,872,980

See accompanying Notes to Financial Statements.

F31 | OPPENHEIMER CORE BOND FUND

FINANCIAL HIGHLIGHTS


Class A Year Ended December 31,	2008			2007			2006			2005			2004

Per Share Operating Data
Net asset value, beginning of period	$	10.18		$	10.23		$	10.24		$	10.44		$	10.38

Income (loss) from investment operations:
Net investment income¹		.56			.50			.47			.42			.38
Net realized and unrealized gain (loss)		(4.06	)		(.05	)		.01			(.18	)		.12

Total from investment operations		(3.50	)		.45			.48			.24			.50

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.39	)		(.49	)		(.44	)		(.44	)
Tax return of capital distribution		(.56	)		(.11	)		—			—			—

Total dividends and/or distributions to shareholders		(.56	)		(.50	)		(.49	)		(.44	)		(.44	)

Net asset value, end of period	$	6.12		$	10.18		$	10.23		$	10.24		$	10.44


Total Return, at Net Asset Value²		(35.83	)%		4.49	%		4.84	%		2.35	%		4.90	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	465,375		$	954,825		$	670,012		$	488,889		$	344,205

Average net assets (in thousands)	$	786,186		$	779,234		$	566,159		$	423,182		$	353,046

Ratios to average net assets:³ Net investment income		6.20	%		4.89	%		4.66	%		4.12	%		3.63	%
Total expenses		0.92	%⁴		0.88	%⁴		0.96	%⁴		1.06	%		1.10	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.90	%		0.87	%		0.90	%		0.90	%		0.93	%

Portfolio turnover rate⁵		52	%		89	%		107	%		98	%		94	%


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

2.		Assumes an 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 December 31, 2008	0.92	%
Year Ended December 31, 2007	0.89	%
Year Ended December 31, 2006	0.96	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2008	$	5,977,684,487	$	5,630,250,536
Year Ended December 31, 2007	$	2,990,658,315	$	2,928,450,309
Year Ended December 31, 2006	$	2,924,444,249	$	2,991,206,014
Year Ended December 31, 2005	$	3,609,072,810	$	3,584,424,906
Year Ended December 31, 2004	$	3,447,306,025	$	3,473,854,068

See accompanying Notes to Financial Statements.

F32 | OPPENHEIMER CORE BOND FUND


Class B Year Ended December 31,	2008			2007			2006			2005			2004

Per Share Operating Data
Net asset value, beginning of period	$	10.17		$	10.23		$	10.23		$	10.44		$	10.37

Income (loss) from investment operations:
Net investment income¹		.49			.42			.40			.35			.30
Net realized and unrealized gain (loss)		(4.04	)		(.06	)		.01			(.20	)		.13

Total from investment operations		(3.55	)		.36			.41			.15			.43

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.31	)		(.41	)		(.36	)		(.36	)
Tax return of capital distribution		(.50	)		(.11	)		—			—			—

Total dividends and/or distributions to shareholders		(.50	)		(.42	)		(.41	)		(.36	)		(.36	)

Net asset value, end of period	$	6.12		$	10.17		$	10.23		$	10.23		$	10.44


Total Return, at Net Asset Value²		(36.24	)%		3.60	%		4.17	%		1.50	%		4.21	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	42,617			99,282		$	116,230		$	125,069		$	148,445

Average net assets (in thousands)	$	76,116		$	106,727		$	118,240		$	135,296		$	167,685

Ratios to average net assets:³
Net investment income		5.43	%		4.13	%		3.92	%		3.37	%		2.86	%
Total expenses		1.87	%⁴		1.79	%⁴		1.86	%⁴		1.91	%		1.91	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.65	%		1.64	%		1.65	%		1.65	%		1.69	%

Portfolio turnover rate⁵		52	%		89	%		107	%		98	%		94	%


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

2.		Assumes an 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 December 31, 2008	1.87	%
Year Ended December 31, 2007	1.80	%
Year Ended December 31, 2006	1.86	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2008	$	5,977,684,487	$	5,630,250,536
Year Ended December 31, 2007	$	2,990,658,315	$	2,928,450,309
Year Ended December 31, 2006	$	2,924,444,249	$	2,991,206,014
Year Ended December 31, 2005	$	3,609,072,810	$	3,584,424,906
Year Ended December 31, 2004	$	3,447,306,025	$	3,473,854,068

See accompanying Notes to Financial Statements.

F33 | OPPENHEIMER CORE BOND FUND

FINANCIAL HIGHLIGHTS Continued


Class C Year Ended December 31,	2008			2007			2006			2005			2004

Per Share Operating Data
Net asset value, beginning of period	$	10.18		$	10.24		$	10.24		$	10.45		$	10.39

Income (loss) from investment operations:
Net investment income¹		.50			.42			.40			.35			.30
Net realized and unrealized gain (loss)		(4.05	)		(.06	)		.01			(.20	)		.12

Total from investment operations		(3.55	)		.36			.41			.15			.42

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.31	)		(.41	)		(.36	)		(.36	)
Tax return of capital distribution		(.50	)		(.11	)		—			—			—

Total dividends and/or distributions to shareholders		(.50	)		(.42	)		(.41	)		(.36	)		(.36	)

Net asset value, end of period	$	6.13		$	10.18		$	10.24		$	10.24		$	10.45


Total Return, at Net Asset Value²		(36.20	)%		3.60	%		4.16	%		1.49	%		4.12	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	108,673		$	194,071		$	149,440		$	109,207		$	84,696

Average net assets (in thousands)	$	169,737		$	172,144		$	126,593			94,742		$	86,020

Ratios to average net assets:³
Net investment income		5.49	%		4.12	%		3.92	%		3.37	%		2.87	%
Total expenses		1.68	%⁴		1.66	%⁴		1.76	%⁴		1.86	%		1.87	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.65	%		1.64	%		1.65	%		1.65	%		1.68	%

Portfolio turnover rate⁵		52	%		89	%		107	%		98	%		94	%


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

2.		Assumes an 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 December 31, 2008	1.68	%
Year Ended December 31, 2007	1.67	%
Year Ended December 31, 2006	1.76	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2008	$	5,977,684,487	$	5,630,250,536
Year Ended December 31, 2007	$	2,990,658,315	$	2,928,450,309
Year Ended December 31, 2006	$	2,924,444,249	$	2,991,206,014
Year Ended December 31, 2005	$	3,609,072,810	$	3,584,424,906
Year Ended December 31, 2004	$	3,447,306,025	$	3,473,854,068

See accompanying Notes to Financial Statements.

F34 | OPPENHEIMER CORE BOND FUND


Class N Year Ended December 31,	2008			2007			2006			2005			2004

Per Share Operating Data
Net asset value, beginning of period	$	10.17		$	10.23		$	10.23		$	10.44		$	10.37

Income (loss) from investment operations:
Net investment income¹		.54			.47			.45			.40			.35
Net realized and unrealized gain (loss)		(4.05	)		(.06	)		.01			(.19	)		.13

Total from investment operations		(3.51	)		.41			.46			.21			.48

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.36	)		(.46	)		(.42	)		(.41	)
Tax return of capital distribution		(.54	)		(.11	)		—			—			—

Total dividends and/or distributions to shareholders		(.54	)		(.47	)		(.46	)		(.42	)		(.41	)

Net asset value, end of period	$	6.12		$	10.17		$	10.23		$	10.23		$	10.44


Total Return, at Net Asset Value²		(35.92	)%		4.11	%		4.68	%		1.99	%		4.71	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	54,092		$	84,017		$	58,232		$	35,836		$	25,580

Average net assets (in thousands)	$	83,422		$	70,555		$	46,672		$	30,274		$	21,411

Ratios to average net assets:³
Net investment income		6.01	%		4.62	%		4.42	%		3.87	%		3.38	%
Total expenses		1.28	%⁴		1.26	%⁴		1.35	%⁴		1.47	%		1.51	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.15	%		1.14	%		1.15	%		1.15	%		1.20	%

Portfolio turnover rate⁵		52	%		89	%		107	%		98	%		94	%


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

2.		Assumes an 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 December 31, 2008	1.28	%
Year Ended December 31, 2007	1.27	%
Year Ended December 31, 2006	1.35	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2008	$	5,977,684,487	$	5,630,250,536
Year Ended December 31, 2007	$	2,990,658,315	$	2,928,450,309
Year Ended December 31, 2006	$	2,924,444,249	$	2,991,206,014
Year Ended December 31, 2005	$	3,609,072,810	$	3,584,424,906
Year Ended December 31, 2004	$	3,447,306,025	$	3,473,854,068

See accompanying Notes to Financial Statements.

F35 | OPPENHEIMER CORE BOND FUND

FINANCIAL HIGHLIGHTS Continued


Class Y Year Ended December 31,	2008			2007			2006			2005			2004

Per Share Operating Data
Net asset value, beginning of period	$	10.16		$	10.22		$	10.22		$	10.43		$	10.36
Income (loss) from investment operations:
Net investment income¹		.60			.53			.51			.45			.41
Net realized and unrealized gain (loss)		(4.04	)		(.05	)		.01			(.19	)		.13

Total from investment operations		(3.44	)		.48			.52			.26			.54
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.43	)		(.52	)		(.47	)		(.47	)
Tax return of capital distribution		(.60	)		(.11	)		—			—			—

Total dividends and/or distributions to shareholders		(.60	)		(.54	)		(.52	)		(.47	)		(.47	)

Net asset value, end of period	$	6.12		$	10.16		$	10.22		$	10.22		$	10.43


Total Return, at Net Asset Value²		(35.45	)%		4.80	%		5.29	%		2.50	%		5.30	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	803,777		$	824,678		$	435,311		$	171,323		$	38,190
Average net assets (in thousands)	$	1,006,642		$	617,403		$	309,558			91,172		$	45,333
Ratios to average net assets:³
Net investment income		6.78	%		5.28	%		5.03	%		4.39	%		3.92	%
Total expenses		0.51	%⁴		0.48	%⁴		0.55	%⁴		0.76	%		0.64	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.51	%		0.47	%		0.55	%		0.65	%		0.64	%
Portfolio turnover rate⁵		52	%		89	%		107	%		98	%		94	%


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

2.		Assumes an 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 December 31, 2008	0.51	%
Year Ended December 31, 2007	0.49	%
Year Ended December 31, 2006	0.55	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions

Year Ended December 31, 2008	$	5,977,684,487	$	5,630,250,536
Year Ended December 31, 2007	$	2,990,658,315	$	2,928,450,309
Year Ended December 31, 2006	$	2,924,444,249	$	2,991,206,014
Year Ended December 31, 2005	$	3,609,072,810	$	3,584,424,906
Year Ended December 31, 2004	$	3,447,306,025	$	3,473,854,068

See accompanying Notes to Financial Statements.

F36 | OPPENHEIMER CORE BOND FUND

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Core Bond Fund (the “Fund”), is a separate fund of Oppenheimer Integrity Funds, an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek total return by investing mainly in debt instruments. The Fund’s investment adviser is Oppenheimer-Funds, 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.

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.

Effective for fiscal periods beginning after November 15, 2007, FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements, establishes a hierarchy for measuring fair value of assets and liabilities. As required by the standard, 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. Quoted prices in active markets for identical securities are classified as “Level 1”, inputs other than quoted prices for an asset that are observable are classified as “Level 2” and 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 quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers. These securities are typically classified within Level 1 or 2; however, they may be designated as Level 3 if the dealer or portfolio pricing service values a security through an internal model with significant unobservable market data inputs.

F37 | OPPENHEIMER CORE BOND 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 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.

Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities, collateralized mortgage obligations and other asset-backed securities are valued at the mean between the “bid” and “asked” prices.

“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. These securities are typically designated as Level 2.

In the absence of a readily available 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 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.

Fair valued securities may be classified as “Level 3” if the valuation primarily reflects the Manager’s own assumptions about the inputs that market participants would use in valuing such securities.

There have been no significant changes to the fair valuation methodologies during the period.

F38 | OPPENHEIMER CORE BOND FUND

Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. Their failure to do so may cause the Fund to lose the opportunity to obtain or dispose of the security at a price and yield it considers advantageous. The Fund maintains internally designated assets with a market value equal to or greater than the amount of its purchase commitments. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase. As of December 31, 2008, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:


	When-Issued or Delayed
	Delivery Basis Transactions

Purchased securities	$	584,028,288

The Fund may enter into “forward roll” transactions with respect to mortgage-related securities. In this type of transaction, the Fund sells a mortgage-related security to a buyer and simultaneously agrees to repurchase a similar security (same type, coupon and maturity) at a later date at a set price. During the period between the sale and the repurchase, the Fund will not be entitled to receive interest and principal payments on the securities that have been sold. The Fund records the incremental difference between the forward purchase and sale of each forward roll as realized gain (loss) on investments or as fee income in the case of such transactions that have an associated fee in lieu of a difference in the forward purchase and sale price.

Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Fund to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk. To assure its future payment of the purchase price, the Fund maintains internally designated assets with a market value equal to or greater than the payment obligation under the roll.

Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire

F39 | OPPENHEIMER CORE BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued securities in default, and is not obligated to dispose of securities whose issuers subsequently default. As of December 31, 2008, securities with an aggregate market value of $3,852,504, representing 0.26% of the Fund’s net assets, were in default.

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. The Fund’s investment in IMMF is included in the Statement of Investments. 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.

Investments in OFI Liquid Assets Fund, LLC. The Fund is permitted to invest cash collateral received in connection with its securities lending activities. Pursuant to the Fund’s Securities Lending Procedures, the Fund may invest cash collateral in, among other investments, an affiliated money market fund. OFI Liquid Assets Fund, LLC (“LAF”) is a limited liability company whose investment objective is to seek current income and stability of principal. The Manager is also the investment adviser of LAF. LAF is not registered under the Investment Company Act of 1940. However, LAF does comply with the investment restrictions applicable to registered money market funds set forth in Rule 2a-7 adopted under the Investment Company Act. The Fund’s investment in LAF is included in the Statement of Investments. As a shareholder, the Fund is subject to its proportional share of LAF’s expenses, including its management fee of 0.08%.

Investments With Off-Balance Sheet Market Risk. The Fund enters into financial instrument transactions (such as swaps, futures, options and other derivatives) that may have off-balance sheet market risk. Off-balance sheet market risk exists when the maximum potential loss on a particular financial instrument is greater than the value of such financial instrument, as reflected in the Fund’s Statement of Assets and Liabilities.

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

F40 | OPPENHEIMER CORE BOND FUND

offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

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

Net Unrealized

Depreciation

Based on Cost of

Securities and

Undistributed

Accumulated

Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3,4

Tax Purposes

$—

—

128,469,378

450,908,851

1. As of December 31, 2008, the Fund had $128,342,115 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of December 31, 2008, details of the capital loss carryforwards were as follows:


Expiring

2010	$	2,007,359
2013		6,003,757
2014		5,185,579
2015		2,067,456
2016		113,077,964

Total	$	128,342,115

2. The Fund had $127,263 of straddle losses which were deferred.

3. During the fiscal year ended December 31, 2008, the Fund did not utilize any capital loss carryforward.

4. During the fiscal year ended December 31, 2007, the Fund did not utilize any capital loss carryforward.

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

Accordingly, the following amounts have been reclassified for December 31, 2008. Net assets of the Fund were unaffected by the reclassifications.


				Reduction to
	Reduction to		��	Accumulated Net
Reduction to	Accumulated Net			Realized Loss
Paid-in Capital	Investment Income			on Investments

$409,478,929	$	17,257,126		$	426,736,055

F41 | OPPENHEIMER CORE BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

The tax character of distributions paid during the years ended December 31, 2008 and December 31, 2007 was as follows:


	Year Ended		Year Ended
	December 31, 2008		December 31, 2007

Distributions paid from:
Ordinary income	$	—	$	66,556,020
Return of capital		135,408,872		18,947,733

Total	$	135,408,872	$	85,503,753

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of December 31, 2008 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.


Federal tax cost of securities	$	2,547,434,329
Federal tax cost of other investments		117,111,531

Total federal tax cost	$	2,664,545,860


Gross unrealized appreciation	$	42,089,638
Gross unrealized depreciation		(492,998,489	)

Net unrealized depreciation	$	(450,908,851)

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

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income distributions, if any, are declared daily and paid monthly. Capital gain distributions, if any, are declared and paid annually.

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

F42 | OPPENHEIMER CORE BOND FUND

may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

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

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

Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

2. Shares of Beneficial Interest

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


	Year Ended December 31, 2008						Year Ended December 31, 2007
	Shares			Amount			Shares			Amount

Class A
Sold		29,906,907		$	270,918,926			51,782,681		$	526,866,898
Dividends and/or distributions reinvested		4,575,216			39,891,036			3,101,363			31,544,029
Redeemed		(52,314,050	)		(465,508,722	)		(26,558,196	)		(270,640,696	)

Net increase (decrease)		(17,831,927	)	$	(154,698,760	)		28,325,848		$	287,770,231

F43 | OPPENHEIMER CORE BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Shares of Beneficial Interest Continued


	Year Ended December 31, 2008						Year Ended December 31, 2007
	Shares			Amount			Shares			Amount

Class B
Sold		2,467,816		$	22,640,320			3,194,204		$	32,473,051
Dividends and/or distributions reinvested		421,920			3,670,527			375,245			3,817,248
Redeemed		(5,687,742	)		(51,221,619	)		(5,176,614	)		(52,673,071	)

Net decrease		(2,798,006	)	$	(24,910,772	)		(1,607,165	)	$	(16,382,772	)


Class C
Sold		6,664,445		$	58,898,201			8,354,127		$	84,954,263
Dividends and/or distributions reinvested		855,969			7,379,319			572,829			5,830,346
Redeemed		(8,845,862	)		(76,752,394	)		(4,468,801	)		(45,423,135	)

Net increase (decrease)		(1,325,448	)	$	(10,474,874	)		4,458,155		$	45,361,474


Class N
Sold		4,420,884		$	40,331,503			4,388,857		$	44,595,612
Dividends and/or distributions reinvested		417,199			3,582,842			239,554			2,435,640
Redeemed		(4,260,459	)		(36,313,462	)		(2,064,166	)		(20,963,373	)

Net increase		577,624		$	7,600,883			2,564,245		$	26,067,879


Class Y
Sold		82,125,659		$	745,212,714			41,552,519		$	422,555,881
Dividends and/or distributions reinvested		7,987,038			67,463,930			3,196,427			32,455,691
Redeemed		(39,854,240	)		(324,446,413	)		(6,215,861	)		(63,243,677	)

Net increase		50,258,457		$	488,230,231			38,533,085		$	391,767,895

The Fund may participate in the ReFlow, LLC (“ReFlow”) liquidity program which is designed to provide an alternative source of funding to meet shareholder redemptions. ReFlow provides liquidity by being prepared to purchase Fund shares at the closing net asset value equal to the amount of the net redemptions on any given day. On subsequent days, when the Fund experiences net subscriptions, ReFlow redeems its holdings at the net asset value on that day, subject to maximum holding period of 28 days. The Fund will waive its transaction fees with respect to redemptions by ReFlow. When participating in the ReFlow program, the Fund pays ReFlow a fee equal to the value of shares purchased times a rate determined by a daily auction with other participating mutual funds in the ReFlow program. ReFlow is prohibited from acquiring more than 3% of the outstanding shares of the Fund and there is no assurance that ReFlow will have sufficient funds available to meet the Fund’s liquidity needs on a particular day. Fees incurred by the Fund during the period, if any, under the ReFlow liquidity program are included in “Other Expenses” per the Statement of Operations and fees payable by the Fund to ReFlow at period end, if any, are included in “Other Liabilities” per the Statement of Assets and Liabilities. As of December 31, 2008, ReFlow did not hold any shares of the Fund.

F44 | OPPENHEIMER CORE BOND FUND

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 Oppenheimer Institutional Money Market Fund and OFI Liquid Assets Fund, LLC, for the year ended December 31, 2008, were as follows:


	Purchases		Sales

Investment securities	$	767,789,136	$	1,118,689,759
U.S. government and government agency obligations		—		6,339,307
To Be Announced (TBA) mortgage-related securities		5,977,684,487		5,630,250,536

4. Fees and Other Transactions with Affiliates

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


Fee Schedule

Up to $1 billion	0.50	%
Over $1 billion	0.35

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 December 31, 2008, the Fund paid $3,352,937 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.

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 average annual 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

F45 | OPPENHEIMER CORE BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

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 and 0.25% on Class N shares. 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. The Distributor’s aggregate uncompensated expenses under the Plans at December 31, 2008 for Class B, Class C and Class N shares were $1,775,593, $3,233,392 and $1,487,345, respectively. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

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

December 31, 2008

415,929

51,036

179,272

24,501

5,471

Waivers and Reimbursements of Expenses. Effective March 1, 2004, the Manager has voluntarily undertaken to limit the “Total Expenses” for all classes of shares so that “Total expenses after waivers, payments and/or reimbursements and reduction to custodian expenses” as percentages of average daily net assets, will not exceed the following annual rates: 0.90% for the Class A shares; 1.65% for the Class B and Class C shares, respectively; 1.15% for the Class N shares and 0.65% for the Class Y shares. During the year ended December 31, 2008, the Manager reimbursed the Fund $154,897, $129,067, $52,834 and $89,371 for Class A, Class B, Class C and Class N shares, respectively. The Manager may terminate this voluntary expense limitation arrangement at any time without notice to shareholders.

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 December 31, 2008, OFS waived $41,016, $3,982 and $19,331 for Class B, Class C and Class N shares, respectively. This undertaking may be amended or withdrawn at any time.

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended December 31, 2008, the Manager waived $85,295 for IMMF management fees.

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5. Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a financial instrument at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts and may also buy or write put or call options on these futures contracts.

Futures contracts traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or most recently prior to, the time when the Fund’s assets are valued.

Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses.

Futures contracts are reported on a schedule following the Statement of Investments. Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Statement of Investments. Cash held by the broker to cover initial margin requirements on open futures contracts and the receivable and/or payable for the daily mark to market for the variation margin are noted in the Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Statement of Operations. Realized gains (losses) are reported in the Statement of Operations at the closing or expiration of futures contracts.

Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities.

6. Swap Contracts

The Fund may enter into privately negotiated agreements with a counterparty to exchange or “swap” payments at specified future intervals based on the return of an asset (such as a stock, bond or currency) or non-asset reference (such as an interest rate or index). The swap agreement will specify the “notional” amount of the asset or non-asset reference to which the contract relates. As derivative contracts, swaps typically do not have an associated cost at contract inception. At initiation, contract terms are typically set at market value such that the value of the swap is $0. If a counterparty specifies terms that would result in the contract having a value other than $0 at initiation, one counterparty will pay the other an upfront payment to equalize the contract. Subsequent changes in market value are calculated based upon changes in the performance of the asset or non-asset reference multiplied by the notional value of the contract. Contract types may include credit default, interest rate, total return, and currency swaps.

Swaps are marked to market daily using quotations primarily from pricing services, counterparties or brokers. Swap contracts are reported on a schedule following the Statement of Investments. The value of the contracts is separately disclosed on the Statement of

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NOTES TO FINANCIAL STATEMENTS Continued

6. Swap Contracts Continued

Assets and Liabilities. The unrealized appreciation (depreciation) is comprised of the change in the valuation of the swap combined with the accrued interest due to (owed by) the Fund at termination or settlement. The net change in this amount during the period is included on the Statement of Operations. Any payment received or paid to initiate a contract is recorded as a cost of the swap in the Statement of Assets and Liabilities and as a component of unrealized gain or loss on the Statement of Operations until contract termination; upon contract termination, this amount is recorded as realized gain or loss on the Statement of Operations. Excluding amounts paid at contract initiation as described above, the Fund also records any periodic payments received from (paid to) the counterparty, including at termination, as realized gain (loss) on the Statement of Operations.

Risks of entering into swap contracts include credit, market and liquidity risk. Credit risk arises from the possibility that the counterparty fails to make a payment when due or otherwise defaults under the terms of the contract. If the counterparty defaults, the Fund’s loss will consist of the net amount of contractual payments that the Fund has not yet received. Market risk is the risk that the value of the contract will depreciate due to unfavorable changes in the performance of the asset or non-asset reference. Liquidity risk is the risk that the Fund may be unable to close the contract prior to its termination.

Credit Default Swap Contracts. A credit default swap is a bilateral contract that enables an investor to buy or sell protection on a debt security against a defined-issuer credit event, such as the issuer’s failure to make timely payments of interest or principal on the debt security, bankruptcy or restructuring. The Fund may enter into credit default swaps either by buying or selling protection on a single security or a basket of securities (the “reference asset”).

The buyer of protection pays a periodic fee to the seller of protection based on the notional amount of debt securities underlying the swap contract. The seller of protection agrees to compensate the buyer of protection for future potential losses as a result of a credit event on the reference asset. The contract effectively transfers the credit event risk of the reference asset from the buyer of protection to the seller of protection.

The ongoing value of the contract will fluctuate throughout the term of the contract based primarily on the credit risk of the reference asset. If the credit quality of the reference asset improves relative to the credit quality at contract initiation, the buyer of protection may have an unrealized loss greater than the anticipated periodic fee owed. This unrealized loss would be the result of current credit protection being cheaper than the cost of credit protection at contract initiation. If the buyer elects to terminate the contract prior to its maturity, and there has been no credit event, this unrealized loss will become realized. If the contract is held to maturity, and there has been no credit event, the realized loss will be equal to the periodic fee paid over the life of the contract.

If there is a credit event, the buyer of protection can exercise its rights under the contract and receive a payment from the seller of protection equal to the notional amount of the reference asset less the market value of the reference asset. Upon exercise of the contract the difference between the value of the underlying reference asset and the notional amount is recorded as realized gain (loss) and is included on the Statement of Operations.

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Risks of credit default swaps include credit, market and liquidity risk. Additional risks include but are not limited to: the cost of paying for credit protection if there are no credit events or the cost of selling protection when a credit event occurs (paying the notional amount to the protection buyer); and pricing transparency when assessing the value of a credit default swap.

As of the period end, the Fund has sold credit protection through credit default swaps to gain exposure to the credit risk of individual securities and/or indexes that are either unavailable or considered to be less attractively priced in the bond market.

The Fund has also engaged in pairs trades by purchasing protection through a credit default swap referenced to the debt of an issuer, and simultaneously selling protection through a credit default swap referenced to the debt of a different issuer with the intent to realize gains from the pricing differences of the two issuers who are expected to have similar market risks. Pairs trades attempt to gain exposure to credit risk while hedging or offsetting the effects of overall market movements. In addition, the Fund has engaged in spread curve trades by simultaneously purchasing and selling protection through credit default swaps referenced to the same issuer but with different maturities. Spread curve trades attempt to gain exposure to credit risk on a forward basis by realizing gains on the expected differences in spreads.

Interest Rate Swap Contracts. An interest rate swap is an agreement between counterparties to exchange periodic payments based on interest rates. One cash flow stream will typically be a floating rate payment based upon a specified interest rate while the other is typically a fixed interest rate.

Risks of interest rate swaps include credit, market and liquidity risk. Additional risks include but are not limited to, interest rate risk. There is a risk, based on future movements of interest rates that the payments made by the Fund under a swap agreement will be greater than the payments it received.

Total Return Swap Contracts. A total return swap is an agreement between counterparties to exchange periodic payments based on asset or non-asset references. One cash flow is typically based on a non-asset reference (such as an interest rate or index) and the other on the total return of a reference asset (such as a security or a basket of securities). The total return of the reference asset typically includes appreciation or depreciation on the reference asset, plus any interest or dividend payments.

Risks of total return swaps include credit, market and liquidity risk.

7. Illiquid Securities

As of December 31, 2008, investments in securities included issues that are illiquid. Investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. The Fund will not invest more than 15% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Securities that are illiquid are marked with an applicable footnote on the Statement of Investments.

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NOTES TO FINANCIAL STATEMENTS Continued

8. Securities Lending

The Fund lends portfolio securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. The loans are secured by collateral (either securities, letters of credit, or cash) in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of each business day and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and cost in recovering the securities loaned or in gaining access to the collateral. The Fund continues to receive the economic benefit of interest or dividends paid on the securities loaned in the form of a substitute payment received from the borrower and recognizes the gain or loss in the fair value of the securities loaned that may occur during the term of the loan. The Fund has the right under the lending agreement to recover the securities from the borrower on demand. As of December 31, 2008, the Fund had on loan securities valued at $409,360. Collateral of $408,818 was received for the loans, all of which was received in cash and subsequently invested in approved instruments.

9. Recent Accounting Pronouncement

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement on Financial Accounting Standards (“SFAS”) No. 161, Disclosures about Derivative Instruments and Hedging Activities. This standard requires enhanced disclosures about derivative and hedging activities, including qualitative disclosures about how and why the Fund uses derivative instruments, how these activities are accounted for, and their effect on the Fund’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. At this time, management is evaluating the implications of SFAS No. 161 and its impact on the Fund’s financial statements and related disclosures.

10. Change In Independent Registered Public Accounting Firm (Unaudited)

At a meeting held on August 20, 2008, the Board of Trustees of the Fund appointed KPMG LLP as the independent registered public accounting firm to the Fund for fiscal year 2009, replacing the firm of Deloitte & Touche LLP, effective at the conclusion of the fiscal 2008 audit. During the two most recent fiscal years the audit reports of Deloitte & Touche LLP contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Further, there were no disagreements between the Fund and Deloitte & Touche LLP on accounting principles, financial statement disclosure or audit scope, which if not resolved to the satisfaction of Deloitte & Touche LLP would have caused it to make reference to the disagreements in connection with its reports.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of Oppenheimer Core Bond Fund:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Core Bond Fund (the “Fund”), a series of Oppenheimer Integrity Funds, including the statement of investments, as of December 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. 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 the Fund as of December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Denver, Colorado
February 11, 2009

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FEDERAL INCOME TAX INFORMATION Unaudited

In early 2009, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2008. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.

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

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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information, the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that

24 | OPPENHEIMER CORE BOND FUND

the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Angelo Manioudakis, Antulio Bomfim, Geoffrey Caan, Benjamin Gord and Thomas Swaney, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as Directors or Trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded in light of the Manager’s experience, reputation, personnel, operations and resources, the Fund benefits from the services provided under the Agreement.

Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail front-end load and no-load intermediate investment-grade debt funds advised by other investment advisers. The Board considered that the Fund outperformed or performed competitively vis-à-vis its performance universe median during the three- and five-year periods. The Board also considered that the Fund underperformed its performance universe median during the one- and ten-year periods. The Board considered that the Fund’s underperformance in 2007 reflected a combination of a severe downturn and lack of liquidity in the fixed income markets as well as the underperformance of certain types of securities in the Fund’s portfolio.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and intermediate investment-grade debt funds with comparable asset levels and distribution features. The Board considered that the Fund’s actual management fees and total expenses were higher than its expense group median. The Board noted that the Manager has agreed to voluntarily

25 | OPPENHEIMER CORE BOND FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued

limit the “Total Annual Operating Expenses” for all classes of shares so that total expenses, as percentage of average daily net assets, will not exceed the following annual rates: 0.90% for the Class A shares; 1.65% for the Class B and Class C shares, respectively; 1.15% for the Class N shares and 0.65% for the Class Y shares.

Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates. The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund and that maintaining the financial viability of the Manager is important in order for the Manager to continue to provide significant services to the Fund and its shareholders.

Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.

Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement for another year. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.

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PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC��s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

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

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TRUSTEES AND OFFICERS Unaudited


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

William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 71		President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), Campus Crusade for Christ (non-profit) (since 1991); Former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 41 portfolios in the OppenheimerFunds complex.

George C. Bowen, Trustee (since 2001) Age: 72		Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 41 portfolios in the OppenheimerFunds complex.

Edward L. Cameron, Trustee (since 2001) Age: 70		Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000–June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 41 portfolios in the OppenheimerFunds complex.

Jon S. Fossel, Trustee (since 1990) Age: 66		Director of UNUMProvident (insurance company) (since June 2002); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Sharehold- ers Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 41 portfolios in the OppenheimerFunds complex.

Sam Freedman, Trustee (since 1996) Age: 68		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 41 portfolios in the OppenheimerFunds complex.

28 | OPPENHEIMER CORE BOND 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

Richard F. Grabish, Trustee (since 2008) Age: 60		Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 17 portfolios in the OppenheimerFunds complex.

Beverly L. Hamilton, Trustee (since 2002) Age: 62		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Director of The California Endowment (philanthropic organization) (since April 2002); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005) and Vice Chairman (since 2006) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Over- sees 41 portfolios in the OppenheimerFunds complex.

Robert J. Malone, Trustee (since 2002) Age: 64		Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non- profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996- April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 41 portfolios in the OppenheimerFunds complex.

F. William Marshall, Jr., Trustee (since 2001) Age: 66		Trustee Emeritas of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 43 portfolios in the OppenheimerFunds complex.

INTERESTED TRUSTEE AND OFFICER		The address of Mr. Murphy is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Murphy serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Murphy is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

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TRUSTEES AND OFFICERS Unaudited / Continued


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

John V. Murphy, Trustee, President and Principal Executive Officer (since 2001) Age: 59		Chairman and Director of the Manager (since June 2001); Chief Executive Officer of the Manager (June 2001-December 2008); President of the Manager (September 2000-February 2007); President and director or trustee of other Oppenheimer funds; President and Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) and of Oppenheimer Partnership Holdings, Inc. (holding company subsidiary of the Manager) (since July 2001); Director of OppenheimerFunds Distributor, Inc. (subsidiary of the Manager) (November 2001-December 2006); Chairman and Director of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager) (since July 2001); President and Director of OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since July 2001); Director of the following investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc., Centennial Asset Management Corporation, Trinity Investment Management Corporation and Tremont Capital Management, Inc. (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 2001) and Director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive Vice President of Massachusetts Mutual Life Insurance Company (OAC’s parent company) (since February 1997); Director of DLB Acquisition Corporation (holding company parent of Babson Capital Management LLC) (since June 1995); Chairman (since October 2007) and Member of the Investment Company Institute’s Board of Governors (since October 2003). Oversees 105 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Mr. 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; for Messrs. Bomfim, Caan, Gord and Swaney, 470 Atlantic Avenue, 11th Floor, Boston, Massachusetts 02210. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Antulio N. Bomfim, Vice President (since 2004) and Portfolio Manager (since 2003) Age: 41		Vice President of the Manager (since October 2003); Senior Economist at the Board of Governors of the Federal Reserve System (June 1992-October 2003). A portfolio manager and officer of 11 portfolios in the OppenheimerFunds complex.

Geoffrey Caan, Vice President (since 2004) and Portfolio Manager (since 2003) Age: 39		Vice President of the Manager (since August 2003); Vice President of ABN AMRO NA, Inc. (June 2002-August 2003); Vice President of Zurich Scudder Investments (January 1999-June 2002). A portfolio manager and officer of 11 portfolios in the OppenheimerFunds complex.

Benjamin J. Gord, Vice President (since 2006) and Portfolio Manager (since 2002) Age: 46		Vice President of the Manager (since April 2002) of HarbourView Asset Management Corporation (since April 2002) and of OFI Institutional Asset Management, Inc. (as of June 2002); Executive Director and senior fixed income analyst at Miller Anderson & Sherrerd, a division of Morgan Stanley Investment Management (April 1992-March 2002). A portfolio manager and officer of 11 portfolios in the OppenheimerFunds complex.

Thomas Swaney, Vice President and Portfolio Manager (since 2006) Age: 36		Vice President of the Manager (since April 2006); senior analyst, high grade investment team (June 2002-March 2006); senior fixed income analyst at Miller Anderson & Sherrerd, a division of Morgan Stanley Investment Management (May 1998-May 2002). A portfolio manager and officer of 11 portfolios in the OppenheimerFunds complex.

30 | OPPENHEIMER CORE BOND 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

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 58		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); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 105 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 49		Senior Vice President and Treasurer of the Manager (since March 1999); Treasurer of the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (since March 1999), OFI Private Investments, Inc. (since March 2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (since March 1999), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 105 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President and Secretary (since 2001) Age: 60		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director 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 Inter- national Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Op- penheimer 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); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 105 portfolios in the Oppenheimer- Funds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers is available without charge, upon request, by calling 1.800.525.7048.

31 | OPPENHEIMER CORE BOND 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 George C. Bowen, the Chairman of the Board’s Audit Committee, and Edward L. Cameron, a member of the Board’s Audit Committee, are audit committee financial experts and that Messrs. Bowen and Cameron are “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 $42,375 in fiscal 2008 and $36,250 in fiscal 2007.

(b)

Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed 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.

(c)

Tax Fees

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.

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.

(d)

All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $42 in fiscal 2008 and $967 in fiscal 2007.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees fiscal 2008 and $32,732 in fiscal 2007 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such fees would include the cost to the principal accountant of attending audit committee meetings, compliance review and professional services for 22c-2 program.

(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 $42 in fiscal 2008 and $33,699 in fiscal 2007 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

1.		The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

2.		The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.

3.		The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

	•		the name, address, and business, educational, and/or other pertinent background of the person being recommended;

	•		a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

	•		any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

	•		the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.

		The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.

4.		Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”

5.		Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 12/31/2008, 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 Integrity Funds


By:		/s/ John V. Murphy John V. Murphy
		Principal Executive Officer
Date:		02/11/2009

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/ John V. Murphy John V. Murphy
		Principal Executive Officer
Date:		02/11/2009

By:		/s/ Brian W. Wixted

		Brian W. Wixted
		Principal Financial Officer
Date:		02/11/2009

Oppenheimer Integrity Funds N-CSRCertified annual shareholder report (management investment company)