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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------

                                   FORM 10-K

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999       Commission File Number 1-3053

                      CHAMPION INTERNATIONAL CORPORATION
            (Exact name of registrant as specified in its charter)

                  New York                                      13-1427390
          (State of incorporation)                          (I.R.S. Employer
                                                         Identification Number)

                              One Champion Plaza
                          Stamford, Connecticut 06921
                                (203) 358-7000
    (Address including zip code and telephone number, including area code,
                 of registrant's principal executive offices)

                               ----------------

Securities registered pursuant to Section 12(b) of the Act:


                                                        Name of each exchange
          Title of each class                            on which registered
          -------------------                          -----------------------
      Common Stock, $.50 par value                     New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X . No   .

  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in any amendment to this Form 10-K. [X]

  The aggregate market value of voting stock held by non-affiliates of the
registrant as of February 29, 2000 was approximately $4,994,000,000.

  As of February 29, 2000, 96,583,264 shares of common stock of the registrant
were outstanding.

  Portions of the registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 1999 are incorporated by reference in Parts I, II and
IV hereof.

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                                    PART I


Item 1.  Business

General

     Champion International Corporation was incorporated under the laws of the
State of New York on April 28, 1937. References to the "Company" include
Champion International Corporation and its subsidiaries at December 31, 1999,
unless the context otherwise requires.

     On February 17, 2000, UPM-Kymmene Corporation and the Company announced
that their boards of directors had approved a definitive merger agreement. Under
the terms of the agreement, UPM-Kymmene will exchange 1.99 of its ordinary
shares for each outstanding share of the Company's Common Stock. Company
shareholders may elect to receive either UPM-Kymmene American Depositary
Receipts or ordinary shares.

     The merger is conditioned upon, among other things, the approvals of the
shareholders of both companies and regulatory approvals in various
jurisdictions. The companies anticipate that the merger can be completed during
the first half of 2000.

     The Company is one of the leading domestic manufacturers of paper for
business communications, commercial printing and publications.  In addition, the
Company has significant market pulp, plywood, lumber and wood chip manufacturing
operations and owns or controls approximately 4,996,000 acres of timberlands in
the United States. The Company's Canadian and Brazilian subsidiaries also own or
control significant timber resources supporting their operations.

     The Company's business segments are North American pulp and paper,
Brazilian pulp and paper, distribution and wood products. See Note 14 of "Notes
to Financial Statements" on pages 43 and 44 of the Company's Annual Report to
Shareholders for the fiscal year ended December 31, 1999 (the "Company's 1999
Annual Report"), which Note is incorporated by reference herein, for information
concerning the Company's business segments and operations in different
geographic areas for 1997, 1998 and 1999.

     On October 7, 1997, the Company approved a plan to divest several non-
strategic operations.  As part of the divestiture, the Company offered for sale
the Canton, North Carolina freesheet papers and bleached paperboard mill, the
newsprint mills at Lufkin and Sheldon, Texas, the groundwood papers mill at
Deferiet, New York and the premium freesheet papers mill at Hamilton, Ohio.
Also offered for sale were the liquid packaging operation (the DairyPak unit)
consisting of the Waynesville, North Carolina plant and six paperboard
converting plants, the recycling business and approximately 300,000 acres of
timberlands.  In 1998, the Company sold the Lufkin and Sheldon mills, one of the
paperboard converting plants and a portion of the recycling business. In 1999,
the Company sold the Canton mill, the Deferiet mill, the Waynesville plant, the
five remaining paperboard converting plants and the approximately 300,000 acres
of timberlands.  The Company is continuing to actively pursue the sale of the
Hamilton mill.  In addition, the Company has offered for sale approximately
35,000 acres of timberlands in North Carolina and Tennessee.  The Hamilton mill
is not included in the discussion under "North American Pulp and Paper" below
except as set forth under "North American Pulp and Paper - Operations to Be
Divested".

North American Pulp and Paper

     The North American pulp and paper segment consists of the Company's
domestic pulp and paper operations, excluding its distribution business, as well
as the softwood market pulp operations at the Company's wholly owned Canadian
subsidiary, Weldwood of Canada Limited ("Weldwood").

     See the "Paper Net Sales" table on page 24 of the Company's 1999 Annual
Report, which table is incorporated by reference herein, for information
concerning the net sales to unaffiliated customers of the various products of
the North American pulp and paper segment for 1997, 1998 and 1999.

                                       1
<PAGE>

                                Uncoated Papers

     The uncoated papers business manufactures and sells uncoated freesheet
papers, pulp and, to a lesser extent, coated freesheet papers.  The principal
manufacturing properties of this operation consist of integrated pulp and paper
mills at Courtland, Alabama and Pensacola, Florida.  As of December 31, 1999,
these mills had an annual capacity of approximately 1,471,000 tons of pulp and
1,540,000 tons of freesheet papers.

     Most of the fiber requirements of the uncoated papers business is supplied
by its own mills and approximately 6% of its fiber requirements in 1999 was
purchased from third-party suppliers. In addition, approximately 12% of the pulp
produced at the Courtland and Pensacola mills was sold on the open market in
1999.

     Papers produced by the uncoated papers business are used for computer
forms, desktop printers, copier paper, envelope papers and a variety of
commercially printed products. The uncoated papers business and the coated
papers business jointly maintain 11 sales offices throughout the United States,
as well as an order services office in Hamilton, Ohio, for the sale of their
products to direct purchasers and through paper merchants and brokers. The
uncoated papers business also has responsibility for the sale of uncoated
freesheet papers distributed by the Company pursuant to an agreement with APRIL
Fine Paper Trading Pte Ltd.

     The Company leases substantial portions of the Courtland mill under 17
long-term net leases which expire between 2007 and 2029. Each of these leases
provides for rental payments over its term sufficient to pay interest on and to
retire the industrial development or pollution control revenue bonds issued in
connection with the financing of the property subject to such lease. The Company
is required to purchase, or has the option to purchase, the property subject to
each such lease for a nominal sum at the time the related bonds are retired.


                                 Coated Papers

     The coated papers business manufactures and sells coated groundwood papers,
coated freesheet papers, pulp and, to a lesser extent, uncoated groundwood
papers.  The manufacturing properties of this operation consist of integrated
pulp and paper mills at Bucksport, Maine; Sartell, Minnesota; and Quinnesec,
Michigan.  As of December 31, 1999, these mills had an annual capacity of
approximately 804,000 tons of pulp, 816,000 tons of groundwood papers and
329,000 tons of coated freesheet papers.

     A portion of the fiber requirements of the coated papers business is
supplied by its own mills, a portion is supplied by other Company pulp mills,
and approximately 25% of its fiber requirements in 1999 was purchased from
third-party suppliers.

     The Company manufactures pulp for sale on the open market at the Quinnesec
mill. In 1999, approximately 59% of the pulp production of this mill, or
255,000 tons, was sold on the open market. The balance was used in the
production of paper at the Quinnesec mill and at other Company paper mills.

     The Company's coated and uncoated groundwood grades are used primarily for
consumer magazines, direct mail catalogs, directories, textbooks and coupons.
Coated freesheet papers are used in catalogs, magazines, textbooks, labels,
annual reports and many other commercially printed products.  Sales are made to
direct purchasers and through paper merchants and brokers from the 11 sales
offices and the order services office in Hamilton, Ohio jointly maintained with
the uncoated papers business.

     The Company leases the building which houses one of the paper machines at
the Sartell mill until 2008. Thereafter, the Company has options to renew the
lease for five terms of five years each. The Company also has the option to
purchase the building at its then-current market value at the end of the initial
term in 2008 or thereafter at the end of each five-year renewal term.

                                       2
<PAGE>

                                     Kraft

     The Company produces unbleached linerboard, kraft paper and pulp at its
integrated pulp and paper mill at Roanoke Rapids, North Carolina.  As of
December 31, 1999, this mill had an annual capacity of approximately 529,000
tons of pulp, 410,000 tons of linerboard and 119,000 tons of kraft paper.

     All of this mill's pulp production is used at the mill.  In addition, a
portion of the fiber requirements of this mill is supplied by other Company pulp
mills and approximately 3% of its fiber requirements in 1999 was purchased from
third-party suppliers.

     Unbleached linerboard is used for corrugated boxes, and kraft paper is used
for multiwall and grocery bags. Sales are made to converters through three
regional sales offices and an order services office in Roanoke Rapids, North
Carolina.


                                     Pulp

     For information concerning market pulp produced at the Courtland and
Pensacola mills, see the section captioned "Uncoated Papers" above.  For
information concerning market pulp produced at the Quinnesec mill, see the
section captioned "Coated Papers" above. Market pulp produced at these three
mills is sold through the Company's headquarters in Stamford, Connecticut and a
sales office in Appleton, Wisconsin.

     Weldwood manufactures bleached softwood kraft pulp at its mill in Hinton,
Alberta, Canada.  As of December 31, 1999, this mill had an annual capacity of
approximately 472,000 tons.  In 1999, approximately 23% of the mill's pulp
production was used in the Company's own freesheet papers and groundwood papers
mills. The balance was sold on the open market through the Company's
headquarters in Stamford, Connecticut and a Company sales office in Appleton,
Wisconsin.

     Cariboo Pulp & Paper Company, a joint venture owned equally by Weldwood and
Daishowa-Marubeni International Limited, operates a bleached softwood kraft pulp
mill in Quesnel, British Columbia, Canada.  As of December 31, 1999, this mill
had an annual capacity of approximately 370,000 tons.  In 1999, approximately
19% of Weldwood's 50% share of the mill's pulp production was used in the
Company's Hamilton, Ohio mill, which is to be divested.  The balance of
Weldwood's share was sold on the open market through the Company's headquarters
in Stamford, Connecticut and a Company sales office in Appleton, Wisconsin.

     While certain of the Company's mills purchase pulp on the open market, the
Company and Weldwood overall are net sellers of pulp.  Excluding the operations
divested in 1999, the Company and Weldwood in the aggregate in 1999 produced
approximately 902,000 tons of pulp for sale to unaffiliated purchasers, while
the Company used approximately 243,000 tons of pulp purchased from third-party
suppliers, resulting in net market pulp of approximately 659,000 tons.


                           Operations to Be Divested

     The Company has offered for sale the Hamilton, Ohio paper mill. This mill
manufactures and sells premium freesheet papers and, as of December 31, 1999,
had an annual capacity of approximately 132,000 tons of freesheet papers.

Brazilian Pulp and Paper

     The Brazilian pulp and paper segment consists primarily of the pulp and
paper operations of the Company's wholly owned Brazilian subsidiary, Champion
Papel e Celulose Ltda. ("Champion Papel"). In addition, the segment includes
Champion Papel's wood-related operations.

                                       3
<PAGE>

     See the "Paper Net Sales" table on page 24 of the Company's 1999 Annual
Report, which table is incorporated by reference herein, for information
concerning the net sales to unaffiliated customers of the various products of
the Brazilian pulp and paper segment for 1997, 1998 and 1999.

     Champion Papel is a major integrated manufacturer of uncoated freesheet
papers, coated groundwood papers and pulp in Brazil.  As of December 31, 1999,
its two mills had an annual capacity of approximately 423,000 tons of uncoated
freesheet papers, 205,000 tons of coated groundwood papers and 439,000 tons of
pulp.  In addition to being a leading supplier of freesheet and groundwood
papers in Brazil, Champion Papel exports a substantial portion of its paper
production.

     As of December 31, 1999, Champion Papel had approximate annual capacities
of 1,000,000 tons of softwood chips, most of which is exported to Europe and
Japan, and 9 million board feet of softwood lumber.

     For information concerning timberlands owned or controlled by Champion
Papel, see the section captioned "Timber Properties" below.

Distribution

     Nationwide Papers, a unit of the Company, is a distributor of paper, paper
products and industrial products.  Its marketing operations are carried out
through 31 sales offices and 28 distribution centers in 20 states.  At three of
the centers, Nationwide Papers converts rolls of bleached paperboard and coated
and uncoated papers into sheets.  In 1999, approximately 82% of its sales were
attributable to merchandise purchased from numerous manufacturers other than the
Company.  However, Nationwide Papers is not dependent on any single supplier for
such merchandise.

     This business has responsibility for the sale of uncoated freesheet papers,
designed for use in laser jet printers, manufactured and distributed by the
Company pursuant to an agreement with Hewlett-Packard Company. This agreement
grants the Company a license to use certain Hewlett-Packard trademarks in North
America, Central America, South America, Europe, Africa and the Middle East in
connection with the sale of these papers.

Wood Products

     The Company is a major producer of softwood plywood and softwood lumber.
The Company's wood products business is conducted through its domestic wood
products operations and through the wood products operations of Weldwood.

     The principal wood products manufacturing facilities operated by the
Company are summarized under Item 2 of this Report. As of December 31, 1999, the
Company's domestic wood products operations had approximate annual capacities of
940 million square feet (3/8" basis) of softwood plywood and 495 million board
feet of softwood lumber. As of December 31, 1999, Weldwood had approximate
annual capacities of 395 million square feet (3/8" basis) of softwood plywood,
1,162 million board feet of softwood lumber and 2.5 million cubic feet of
laminated-veneer lumber ("LVL").

     The Company sells lumber and plywood through one sales office to
wholesalers, dealers, industrial users and retailers. Weldwood exports a
significant amount of lumber and plywood and also sells such products and LVL
through two sales offices to wholesalers, industrial users and retailers
throughout North America.

     See the "Wood Products Net Sales" table on page 26 of the Company's 1999
Annual Report, which table is incorporated by reference herein, for information
concerning the net sales to unaffiliated customers of the various products of
the wood products segment for 1997, 1998 and 1999.

                                       4
<PAGE>

Timber Properties

     The Company owns 4,549,007 acres and controls 447,043 acres of timberlands
in the United States. The Company's owned and controlled timberlands contain in
the aggregate approximately 18,686,000 cunits (one cunit equals 100 cubic feet
of solid wood) of merchantable sawtimber and approximately 39,570,000 cunits of
pulpwood. In 1999, the Company harvested approximately 20% of its domestic fiber
requirements from its owned and controlled timberlands. A portion of the fiber
harvested by the Company is sold on the domestic open market and in the export
market.

     Broken down by region, the Company's domestic timber acreage and volume are
as follows:  In the State of Washington, the Company owns 298,339 acres and
controls 244 acres of timberlands.  These timberlands contain in the aggregate
approximately 7,945,000 cunits of merchantable sawtimber and approximately
899,000 cunits of pulpwood.  In the South, primarily in Alabama, Florida,
Georgia, North Carolina, South Carolina, Tennessee, Texas and Virginia, the
Company owns 2,574,384 acres and controls 424,932 acres of timberlands
containing in the aggregate approximately 5,153,000 cunits of merchantable
sawtimber and approximately 23,856,000 cunits of pulpwood.  The Company owns
1,676,284 acres and controls 21,867 acres of timberlands in the North, primarily
in Maine, Michigan, Minnesota, New Hampshire and Wisconsin.  These timberlands
contain in the aggregate approximately 5,588,000 cunits of merchantable
sawtimber and approximately 14,815,000 cunits of pulpwood.

     The Company's domestic log and pulpwood requirements are procured from its
owned and controlled lands, as described above, as well as from open market
purchases, short-term timber purchase contracts with independent timber owners
and agencies of the United States and various state governments, and supply
agreements with other companies.  In the opinion of management, these sources
will provide an adequate supply of logs and pulpwood to meet the Company's
principal raw materials requirements for the foreseeable future.  It is expected
that the proportion of the Company's domestic fiber requirements derived from
the Company's owned and controlled lands will remain approximately 20% for the
next several years and will increase thereafter as more of the Company's
plantations, primarily in the South, reach maturity.

     Supplementing the Company's domestic timberlands are its several seed
orchards and nursery operations. These facilities will enable the Company to
produce most of the trees which it plans to plant in the United States in the
future, including the approximately 64 million trees planned for planting in
2000.

     Weldwood obtains raw materials for its wood products manufacturing
operations primarily from sustained-yield, long-term licenses which grant
cutting rights on government-owned timberlands and from long-term agreements
with other companies based on their harvesting licenses. Weldwood believes that
these sources will provide a substantial portion of the raw materials required
by its wood products manufacturing operations for the foreseeable future, with
the balance to be obtained from other third-party suppliers.

     In British Columbia, Canada, Weldwood has rights to harvest approximately
547,000 cunits of merchantable sawtimber annually from long-term licenses and,
during the balance of the current terms of such licenses, has rights to harvest
an aggregate of approximately 8,017,000 cunits.

     In Alberta, Canada, Weldwood has cutting rights through June 15, 2008 with
respect to approximately 2,461,000 acres of timberlands pursuant to an agreement
with the Provincial Government of Alberta. This agreement is renewable at
Weldwood's option, subject to Provincial Government approval, for successive 20-
year periods as long as the Hinton, Alberta pulp mill remains in operation.
Weldwood has the right to harvest approximately 671,000 cunits of merchantable
sawtimber and pulpwood annually under this agreement.

     Also in Alberta, Canada, Weldwood has cutting rights through July 23, 2012
with respect to approximately 1,591,000 acres of timberlands pursuant to an
agreement with the Provincial Government of Alberta. This agreement is renewable
at Weldwood's option, subject to Provincial Government approval, for successive
20-year periods as long as the LVL plant remains in operation.  Weldwood has the
right to harvest approximately 263,000 cunits of merchantable sawtimber and
pulpwood annually under this agreement.

                                       5
<PAGE>

     Cariboo Pulp & Paper Company holds certain rights to harvest up to 533,000
cunits of pulpwood annually from approximately 3,900,000 acres of government-
owned timberlands in British Columbia pursuant to a long-term license. Weldwood
believes that this source of pulpwood, as well as supplies of wood chips from
sawmills and plywood plants in the area, will satisfy the raw materials
requirements of Cariboo's pulp mill for the foreseeable future.  Babine Forest
Products Company, a joint venture in which Weldwood has an indirect 58%
interest, operates a sawmill in British Columbia and is beneficially entitled to
harvest approximately 230,000 cunits of merchantable sawtimber annually pursuant
to long-term licenses.  Houston Forest Products Company, a joint venture in
which Weldwood and West Fraser Mills Ltd. are equal participants, operates a
sawmill in British Columbia and is beneficially entitled to cut approximately
229,000 cunits of merchantable sawtimber annually pursuant to a long-term
license.

     Champion Papel owns or controls 1,514,004 acres of timberlands and savanna
in Brazil. The owned or controlled acreage includes 1,053,504 acres in the State
of Amapa, of which 180,545 acres are pine and eucalyptus plantations. Champion
Papel expects to plant additional eucalyptus and pine trees on its land in Amapa
until approximately 38% of such land is planted, with 50% legally required to be
left undisturbed, leaving the balance for natural features and improvements. In
the State of Parana, Champion Papel owns 130,772 acres, of which 20% is legally
required to be left undisturbed and an additional 20% will be left for natural
features and improvements. In the State of Sao Paulo, Champion Papel owns or
controls 118,234 acres, of which 20% is legally required to be left undisturbed
and an additional 5% will be left for natural features and improvements. In the
State of Mato Grosso do Sul, Champion Papel owns or controls 211,494 acres, of
which 20% is legally required to be left undisturbed and an additional 8% will
be left for natural features and improvements.

     Certain of the Company's land holdings have a value substantially in excess
of that of land primarily used for fiber supply purposes.  The Company has sold
or contributed to its wholly owned real estate subsidiaries, net of land
repurchased by the Company, an aggregate of approximately 333,000 acres of such
land.  These subsidiaries have sold approximately 273,000 acres, of which
approximately 14,000 acres were sold during 1999, for residential, recreational,
commercial or industrial purposes.  The balance is being held for similar sale
or long-term appreciation.  A substantial portion of the land held by the
Company's real estate subsidiaries is located in Texas, Florida, Minnesota and
North Carolina.

Mineral, Oil and Gas Resources

     The Company owns or controls various mineral, oil and gas rights with
respect to approximately half of the timberlands owned or controlled by the
Company in the United States. The Company has conducted a general review of its
domestic mineral, oil and gas rights and presently is not aware of any
significant reserves or deposits except as discussed below.

     The Company has oil and gas interests in fields located in Alabama,
Florida, Louisiana, Mississippi and Texas. Drilling operations are conducted by
others pursuant to leases and other agreements with the Company. The Company
estimates that proved reserves attributable to the Company's interests in such
fields aggregated approximately 1,200,000 barrels of oil and 5,000,000 Mcf
(thousand cubic feet) of natural gas as of December 31, 1999. The Company's
share of production from such fields was approximately 226,000 barrels of oil,
718,000 Mcf of natural gas and 1,517,000 gallons of gas products in 1999.

     Proved oil and gas reserves attributable to the Company's non-operating
royalty interests and/or operating interests in the oil and gas fields described
above are based primarily upon estimates furnished by the operators of those
fields.  The Company's share of production from such fields during each calendar
year is based on monthly production information received from the operators,
showing the application of such interests of the Company to actual production
volumes for such month.

     The Company owns the surface rights and full or partial mineral rights to
considerable timberlands in Texas which overlay lignite deposits.  The Company
estimates that it owns approximately 350,000,000 tons of lignite reserves in
Texas, of which 80% is estimated to be recoverable.  These lignite reserves
presently are not being mined due to current market conditions.

                                       6
<PAGE>

Capital Program

     The Company presently anticipates that capital spending, including contract
timber, reforestation and capitalized interest, will be approximately $486
million in 2000, a significant portion of which will be devoted to incremental
improvements, routine capital replacements and environmental compliance.

     In 1999, the Company completed an alkaline-conversion project and various
environmental improvement projects at the Courtland, Alabama mill.  The total
cost of these projects was approximately $101 million.

     In 1998, the Company began a gas-fired turbine cogeneration project at the
Bucksport, Maine mill.  The Company will own 28% of the project, which is
expected to be completed in 2000. The Company's share of the total project cost
will be approximately $33 million, of which approximately $12 million will be
expended by the Company in 2000.

     In 1999, the Company began a project to modernize the No. 3 paper machine
at the Sartell, Minnesota mill. The project is expected to be completed in 2000
at a cost of approximately $48 million, of which approximately $19 million will
be expended in 2000.

     In 1999, the Company began an alkaline-conversion project and various
production improvement projects at the Mogi Guacu, Brazil mill.  These projects
are expected to be completed in 2000 at a cost of approximately $48 million, of
which approximately $28 million will be expended in 2000.

     In 1999, the Company began construction of a lumber mill in western
Florida. The new lumber mill will have an annual capacity of approximately 150
million board feet of lumber. The project is expected to be completed in 2000 at
a cost of $61 million, of which approximately $55 million will be expended in
2000.

     The Company has under consideration the possible establishment of a new
chipping operation in the State of Amapa, Brazil and the possible construction
of a pulp and paper mill at Tres Lagoas, Brazil.  Approximately $290 million had
been expended as of December 31, 1999 in connection with these projects,
including land acquisition and reforestation.  Approximately $18 million is
expected to be expended in 2000 for these projects.

Competition

     The Company's products are pulp, paper and wood products. The markets in
which the Company sells its products are highly competitive. The Company faces
numerous competitors within the forest products industry in each of its major
markets and also competes with suppliers of kraft paper substitutes made from
plastics. Competition in all markets is based primarily on price.  The Company
is one of the largest domestic producers and suppliers of coated and uncoated
freesheet and groundwood papers and hardwood market pulp.  Weldwood is one of
the largest producers of lumber and softwood market pulp in Canada.  Champion
Papel is the largest producer and supplier of coated groundwood papers in Brazil
and one of the largest producers and suppliers of uncoated freesheet papers in
Brazil.

Foreign Operations

     For information concerning sales and income of the Company's foreign
subsidiaries and the risks associated with the Company's foreign operations, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", incorporated by reference in Item 7 of this Report from the
Company's 1999 Annual Report.

Employees

     The Company had 17,785 employees at December 31, 1999. Of these, 11,204
were domestic employees,

                                       7
<PAGE>

48% of whom were covered by contracts with labor unions. Overall, 61% of the
Company's employees were covered by contracts with labor unions.

     Union contracts relating to the Bucksport, Maine and Sartell, Minnesota
groundwood papers mills will expire on April 30, 2000 and August 31, 2000,
respectively.  Union contracts covering other domestic operations will expire as
follows: 2000 - the Florida and Georgia wood products operations; 2001 - the
Pensacola, Florida freesheet papers mill and the Hamilton, Ohio premium
freesheet papers mill; 2002 - the Courtland, Alabama freesheet papers mill and a
Maine wood products operation; 2005 - the Roanoke Rapids, North Carolina kraft
mill and a Maine wood products operation.

     The Quinnesec, Michigan mill is a non-union facility.

     At Weldwood, union contracts covering the wood products facilities, except
the Hinton, Alberta plant, will expire in 2000. Union contracts covering the
Hinton, Alberta pulp mill and wood products plant and the joint venture pulp
mill at Quesnel, British Columbia will expire in 2003. The wood products mills
of Weldwood subsidiaries Decker Lake Forest Products Limited and Sunpine Forest
Products Ltd. are non-union facilities.

     The labor contracts which cover the Company's various operations in Brazil
are renegotiated each year.

The Environment

     For information regarding environmental capital expenditures, hazardous
substance cleanup, environmental legal proceedings and other environmental
matters affecting the Company, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations", incorporated by reference in
Item 7 of this Report from the Company's 1999 Annual Report.

Energy Requirements

     The Company believes that it will be able to meet its energy needs for the
foreseeable future.  Wood wastes and pulping liquors, which are by-products from
the manufacture of wood products and pulp, provide a reliable and relatively
low-cost source of energy for the Company's primary manufacturing facilities.
The Company's domestic wood products manufacturing facilities and domestic pulp,
paper and kraft mills satisfy approximately half of their energy requirements
from such wood wastes and pulping liquors.

     The Company's foreseeable needs for purchased energy have been anticipated,
and the Company believes that it has arranged for adequate sources of supply.

Item 2.  Properties

     In 1999, the Company's domestic and foreign manufacturing facilities
operated at 98% of capacity in the North American and Brazilian pulp and paper
segments, at 97% of capacity for lumber and studs and at full capacity for
plywood. Production curtailments in the Company's North American and Brazilian
pulp and paper segments were attributable primarily to weak market conditions,
scheduled maintenance and a two-week strike at Weldwood's Hinton pulp mill.
Production curtailments in the wood products segment were attributable primarily
to quotas relating to the export of Canadian wood products to the United States.

     Reference is made to Item 1 of this Report for information concerning the
general character, adequacy and capacity of the principal plants, timber
properties and other materially important physical properties of the Company.
The following lists show the location, nature and ownership of the Company's
principal plants.  None of these plants is subject to a mortgage and, except as
indicated, all are owned in fee.

                                       8
<PAGE>

North American Pulp and Paper

                                Uncoated Papers

     (a)  Integrated pulp and freesheet papers mills:

            (i)   Courtland, Alabama/1/; and
            (ii)  Pensacola, Florida.

                                 Coated Papers

     (b)  Integrated pulp and groundwood papers mills:

            (i)   Bucksport, Maine; and
            (ii)  Sartell, Minnesota/2/.

     (c)  The Company operates an integrated pulp and freesheet papers mill in
Quinnesec, Michigan.

                                     Kraft

     (d)  The Company operates an integrated pulp, linerboard and kraft papers
mill in Roanoke Rapids, North Carolina.

                                Premium Papers

     (e)  The Company operates a premium freesheet papers mill in Hamilton, Ohio
(which the Company has offered for sale as discussed in Item 1 in the section
captioned "North American Pulp and Paper").

                                     Pulp

     (f)  Market pulp is produced at the Company's freesheet papers mills in
Pensacola, Florida, Courtland, Alabama and Quinnesec, Michigan.

     (g)  Weldwood operates a pulp mill in Hinton, Alberta, Canada and owns 50%
of a joint venture which operates a pulp mill in Quesnel, British Columbia,
Canada.

Brazilian Pulp and Paper

     (a)  Champion Papel operates an integrated pulp and freesheet papers mill
at Mogi Guacu, Brazil.

     (b)  Inpacel, a wholly owned subsidiary of Champion Papel, operates an
integrated pulp and groundwood papers mill in Arapoti, Brazil.

     (c)  Champion Papel, through wholly owned subsidiaries, operates a wood
chipping operation and a softwood lumber mill in Brazil.

Wood Products

     (a)  The Company operates three softwood plywood plants in the United
States.

_______________________
/1/ For Courtland, Alabama mill lease information, see Item 1 - "North American
    Pulp and Paper" of this Report.
/2/ For Sartell, Minnesota mill lease information, see Item 1 - "North American
    Pulp and Paper" of this Report.

                                       9
<PAGE>

     (b)  Weldwood operates two softwood plywood plants in Canada.  One of these
plants is located on leased land.

     (c)  The Company operates five softwood lumber mills in the United States.

     (d)  Weldwood operates three softwood lumber mills in Canada.  One of these
mills is located on leased land.

     (e)  Sunpine Forest Products Ltd. ("Sunpine"), a wholly owned subsidiary of
Weldwood, operates a softwood lumber mill, a lumber-treating operation and a
veneer mill in Canada.

     (f)  Decker Lake Forest Products Limited, a subsidiary in which Weldwood
has an indirect 58% interest, operates a softwood lumber mill in Canada.

     (g)  Each of Babine Forest Products Company and Houston Forest Products
Company, joint ventures in which Weldwood has an interest, operates a mill for
the production of softwood lumber in Canada.  One of these mills is located on
leased land.

     (h)  Sunpine operates an LVL plant in Canada.

Item 3.  Legal Proceedings

     On December 30, 1999, the Company entered into a Consent Order with the
Florida Department of Environmental Protection relating to alleged violations of
the wastewater discharge permit at the Company's Pensacola, Florida mill.  The
Consent Order requires the Company to take additional steps to control the
discharge of suspended solids, nutrients and oxygen-consuming material in the
mill's wastewater and to pay a civil penalty of $137,730.  The Consent Order has
not yet become effective due to the filing of administrative appeals by third
parties.

     On March 1, 2000, an action was filed against the Company, each of the
Company's directors and UPM-Kymmene Corporation in the Supreme Court of the
State of New York for the County of New York.  The action, which purports to be
a class action on behalf of the Company's shareholders, alleges breach of
fiduciary duty by the directors of the Company in approving the Company's
proposed merger with UPM-Kymmene.  The action seeks compensatory damages in an
unspecified amount and an injunction against the merger.  The Company intends to
vigorously defend this action.

     The Company also is involved in other legal and administrative proceedings
and claims of various types. While any litigation contains an element of
uncertainty, management, based upon the opinion of the Company's General
Counsel, presently believes that the outcome of each such proceeding or claim
which is pending or known to be threatened (including the actions described
above), or all of them combined, will not have a material adverse effect on the
Company.

Item 4.  Submission of Matters to a Vote of Security Holders

     Not applicable.

Executive Officers of the Registrant/1/

     L. Scott Barnard (age 57) is an Executive Vice President of the Company, a
position which he has held since

________________________
/1/ The term of office for each executive officer expires at the Annual Meeting
    of the Board of Directors of the Company to be held immediately following
    the 2000 Annual Meeting of Shareholders.

                                       10
<PAGE>

August 1992.  He has responsibility for the Company's distribution business,
pulp sales and international sales. From September 1996 to April 1998, he had
responsibility for the Company's pulp and paper sales. From February 1989 to
September 1996, he had responsibility for sales and marketing for the printing
and writing papers and publication papers businesses.

     Stephen B. Brown (age 60) is Senior Vice President and General Counsel of
the Company, a position which he has held since January 1997. From April 1983 to
December 1996, he was Vice President-Senior Counsel.

     Mark V. Childers (age 47) is an Executive Vice President of the Company, a
position which he has held since April 1998.  He heads the forest products unit,
which consists of domestic timberlands operations and the domestic wood products
business.  From August 1992 to April 1998, he was Senior Vice President-
Organizational Development and Human Resources of the Company.

     Michael P. Corey (age 56) is a Senior Vice President of the Company, a
position which he has held since February 1997.  He has responsibility for
marketing, strategic planning, corporate analysis, value-based management,
acquisitions and divestitures, mineral resources and the Company's real estate
subsidiaries.  From December 1984 to February 1997, he was Vice President-
Corporate Analysis.

     Richard J. Diforio, Jr. (age 64) is a Senior Vice President of the Company,
a position which he has held since November 1992. He has responsibility for
environmental, health and safety affairs.

     Thomas L. Griffin (age 57) is an Executive Vice President of the Company, a
position which he has held since April 1998.  He heads the coated papers and
kraft papers businesses.  From October 1996 to April 1998, he was Vice
President-General Manufacturing Manager of the freesheet papers business.  From
July 1995 to September 1996, he was Vice President-Manufacturing of the
publication papers business.  From February 1991 to June 1995, he was Vice
President-Operations Manager of the Company's Deferiet, New York mill.

     Kenwood C. Nichols (age 60) is Vice Chairman and Executive Officer and a
director of the Company.  He was elected Executive Officer in 1996.  Since
August 1989, he has served as Vice Chairman and a director.

     Richard E. Olson (age 62) is Chairman of the Board of Directors and Chief
Executive Officer of the Company, positions which he has held since 1996.  From
December 1987 to 1996, he was an Executive Vice President of the Company, with
responsibility for engineering, technology, manufacturing support and major
projects.

     Richard L. Porterfield (age 53) is an Executive Vice President of the
Company, a position which he has held since August 1992.  He heads the uncoated
papers business.  From August 1992 to April 1998, he had responsibility for the
forest products unit.


                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

     The Company had 13,784 record holders of its Common Stock as of February
29, 2000.

     The Company's Common Stock is traded on the New York Stock Exchange.

     Restrictions on the ability of the Company to pay cash dividends are
included in several of the Company's debt instruments and the Company's Restated
Certificate of Incorporation. At December 31, 1999, the most restrictive of
these limitations required the Company to maintain tangible net worth (as
defined below) of at least $2.2 billion. As a result of this requirement, such
amount is unavailable for the payment of dividends. Approximately $867 million
of tangible net worth at December 31, 1999 was free of such restrictions.
Tangible net worth is defined as shareholders' equity minus goodwill,
unamortized debt discount and other like intangibles, all determined on a
consolidated basis for the Company.

                                       11
<PAGE>

     For information concerning the high and low sales prices of the Company's
Common Stock for each quarterly period during the last two years and the amount
of dividends declared on the Company's Common Stock in each quarterly period
during the last two years, see the section on page 60 of the Company's 1999
Annual Report captioned "Common Stock Prices and Dividends Declared".  Said
section is incorporated by reference herein.

Item 6.   Selected Financial Data

     There is incorporated by reference herein the table on pages 56 and 57 of
the Company's 1999 Annual Report captioned "Eleven-Year Selected Financial
Data".

Item 7.   Management's Discussion and Analysis of Financial Condition and
Results of Operations

     There is incorporated by reference herein the section on pages 48 to 55 of
the Company's 1999 Annual Report captioned "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

     In September 1998, the EPA issued final regulations requiring a 60%
reduction in Nitrogen Oxide (NOx) emissions in 22 states. The states are
required to submit plans for reducing NOx emissions from industrial sources and
to implement their plans by 2003. Four of the Company's mills are located in the
affected states. Based upon a preliminary review of the regulations, the Company
presently anticipates that it could incur capital expenditures of $20 to $40
million over a multi-year period to comply with the regulations. Approximately
15% of the estimated costs are attributable to the Hamilton, Ohio mill which the
Company has offered for sale. These estimated expenditures assume that the
technology identified by the EPA is capable of achieving the NOx reductions
projected by the EPA, which the Company has not independently confirmed. The
cost of this project is not included in the capital expenditure information set
forth above under "Capital Expenditures" or "Environmental Capital
Expenditures."

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     There is incorporated by reference herein the section on page 55 of the
Company's 1999 Annual Report captioned "Financial Market Risk".

Item 8.   Financial Statements and Supplementary Data

     There is incorporated by reference herein the sections of the Company's
1999 Annual Report captioned "Consolidated Statement of Income", "Consolidated
Balance Sheet", "Consolidated Cash Flows", "Consolidated  Retained Earnings",
"Consolidated Statement of Comprehensive Income", "Notes to Financial
Statements" and "Report of Independent Public Accountants", which sections are
on pages 29, 30, 31, 32, 32, 33 to 46 and 47, respectively, of the Company's
1999 Annual Report.

Item 9.   Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     Not applicable.


                                   PART III

Item 10.  Directors and Executive Officers of the Registrant

     See the section captioned "Executive Officers of the Registrant" under Part
I of this Report for information concerning the Company's executive officers.

                                       12
<PAGE>

Information Concerning the Company's Directors

     The following table sets forth the names of the directors of the Company,
their terms of office, the years in which they first became directors of the
Company and their ages. Each director's term will end upon the merger
contemplated by the Agreement and Plan of Merger by and among UPM-Kymmene
Corporation, Blue Acquisition, Inc. and the Company dated as of February 17,
2000 or, if the merger is not consummated, at the Annual Meeting of Shareholders
in the year set forth in the second column of the following table.

<TABLE>
<CAPTION>
                      Name                Term Will Expire    First Elected a Director    Age
          ----------------------------------------------------------------------------------------
          <S>                             <C>                 <C>                         <C>
               Lawrence A. Bossidy              2002                    1995               65
               Robert A. Charpie                2000                    1975               74
               H. Corbin Day                    2001                    1997               62
               Alice F. Emerson                 2001                    1993               68
               Allan E. Gotlieb                 2000                    1989               72
               Henrique C. Meirelles            2002                    1999               54
               Kenwood C. Nichols               2001                    1989               60
               Richard E. Olson                 2002                    1996               62
               Walter V. Shipley                2000                    1983               64
               Richard E. Walton                2000                    1987               68
          ----------------------------------------------------------------------------------------
</TABLE>

     Mr. Bossidy has been Chairman of the Board of Honeywell International Inc.,
a manufacturer of aerospace and automotive products, engineered materials,
specialty chemicals and electronic materials, since the acquisition of Honeywell
Inc. by AlliedSignal Inc. on December 1, 1999. He had served as Chief Executive
Officer of AlliedSignal since 1991 and Chairman of the Board of AlliedSignal
since 1992. From 1957 to 1991, he served in various executive and financial
positions, including Vice Chairman and Executive Officer, at General Electric
Company, a diversified services and manufacturing company. He also is a director
of Merck & Co., Inc. and J.P. Morgan & Co. Incorporated.

     Mr. Charpie served as President of Cabot Corporation, a producer of
chemicals, metals, oil and gas, from 1969 to 1986 and as Chairman of the Board
of Cabot from 1986 to 1988. He is Chairman of Ampersand Venture Management
Corporation, a venture capital investment management firm.

     Mr. Day has been Chairman of the Board of Jemison Investment Co., Inc., a
diversified holding company and venture capital firm, since 1988. He is a
limited partner and former general partner of Goldman, Sachs & Co., which
provides investment banking and financial advisory services to the Company. He
also is a director of European Investors Holding Company, Inc., Hughes Supply,
Inc. and Protective Life Corporation.

     Ms. Emerson is a Senior Advisor at The Andrew W. Mellon Foundation, a
philanthropic institution. From 1975 until joining the Mellon Foundation in
1991, she served as President of Wheaton College in Norton, Massachusetts. She
also is a director of AES Corporation, Eastman Kodak Company and FleetBoston
Financial Corporation.

     Mr. Gotlieb served as Canada's Ambassador to the United States from 1981 to
1989 and as Chairman of Burson-Marsteller Canada, a public relations firm, from
1991 to 1995. He is a director of Alcan Aluminium Limited and Hollinger Inc.

     Mr. Meirelles has been President of Global Banking and Financial Services
and a director of FleetBoston Financial Corporation since the merger of
BankBoston Corporation and Fleet Financial Group on October 1, 1999. He had
served as President and Chief Operating Officer and a director of BankBoston
Corporation since 1996. He served BankBoston Corporation and its subsidiaries in
various positions since 1974, including as Regional Manager of Brazil from 1994
to 1996. He also is a director of Bestfoods and Raytheon Company.

                                       13
<PAGE>

     Mr. Nichols was elected Vice Chairman and Executive Officer of the Company
in 1996. He has been Vice Chairman and a director of the Company since 1989.

     Mr. Olson was elected Chairman and Chief Executive Officer of the Company
in 1996. He had been an Executive Vice President of the Company since 1987.

     Mr. Shipley is Retired Chairman of the Board of The Chase Manhattan
Corporation.  He served as Chairman and Chief Executive Officer of The Chase
Manhattan Corporation from 1996 through May 1999 and as Chairman of the Board
from June through December 1999. From 1982 to 1996, he served as Chairman and
Chief Executive Officer or as President of Chemical Banking Corporation, which
merged with and changed its name to The Chase Manhattan Corporation in 1996. He
also is a director of Bell Atlantic Corporation and Exxon Mobil Corporation.

     Mr. Walton was a professor at the Harvard University Graduate School of
Business Administration, specializing in organizational development and work
innovation in industry, from 1968 to 1997.

Item 11.  Executive Compensation

Summary Compensation Table

     The following table sets forth information concerning the compensation for
1997, 1998 and 1999 of the Company's Chief Executive Officer and each of the
other four most highly compensated executive officers of the Company in 1999
(collectively, the "named executives").

                          Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                               Long-Term
                                                                                              Compensation
                                                         Annual Compensation                     Awards
                                         ---------------------------------------------------  ------------

                                                                Bonus               Other                      All
                                                      ------------------------      Annual     Securities     Other
        Name and                                       Incentive     Deferral      Compen-     Underlying    Compen-
        Principal                        Salary/(2)/   Award/(2)/   Premium/(3)/  sation/(4)/    Options    sation/(5)/
        Position                 Year       ($)           ($)           ($)          ($)           (#)         ($)
-----------------------------------------------------------------------------------------------------------------------
<S>                              <C>     <C>          <C>           <C>           <C>         <C>           <C>
  Richard E. Olson,              1999    $800,000     $1,500,000     $150,000     $    --         55,000     $207,790
  Chairman and                   1998     800,000        475,000       47,500          --         55,000      233,786
  Chief Executive Officer        1997     800,000        300,000        N/A         1,071         23,000      167,777
-----------------------------------------------------------------------------------------------------------------------

  Kenwood C. Nichols,            1999     700,000      1,000,000         0             --         40,000      156,960
  Vice Chairman and              1998     665,000        320,000         0             --         40,000      204,307
  Executive Officer              1997     665,000        250,000        N/A           843         15,500      152,186
-----------------------------------------------------------------------------------------------------------------------

  L. Scott Barnard,              1999     441,000        408,600         0             --         20,000      105,742
  Executive Vice                 1998     441,000        180,000       18,000          --         20,000      102,559
  President                      1997     424,000        140,000        N/A           420          8,000      100,167
-----------------------------------------------------------------------------------------------------------------------

  Richard L. Porterfield,        1999     386,000        357,500       35,750       1,502         20,000       72,534
  Executive Vice                 1998     386,000        160,000         0             --         18,500       76,035
  President                      1997     371,000        135,000        N/A           352          6,800       69,575
-----------------------------------------------------------------------------------------------------------------------

  Thomas L. Griffin,             1999     320,000        357,500       35,750          --         20,000       53,641
  Executive Vice                 1998     281,580        175,000       17,500          --         15,800       51,088
  President/(1)/
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Mr. Griffin was elected an Executive Vice President in 1998.

                                       14
<PAGE>

(2)  The amounts reported in the Salary and Incentive Award columns,
     respectively, include all salary and annual incentive compensation for the
     applicable years, whether paid currently in cash or deferred until
     retirement at the election of the named executive.

(3)  As an incentive for senior managers to increase their equity interest in
     the Company, the Compensation and Stock Option Committee of the Board of
     Directors authorized a 10% increase in the amount of any annual incentive
     compensation awards for 1998 and 1999 that were deferred until retirement
     by the recipients in the form of units equivalent to shares of the
     Company's Common Stock. Messrs. Olson, Barnard and Griffin made such
     deferral elections for 1998, and Messrs. Olson, Porterfield and Griffin
     made such deferral elections for 1999. The resulting increase in their
     annual incentive compensation for each of 1998 and 1999 is set forth in the
     Deferral Premium column. The total annual incentive compensation for each
     of 1998 and 1999 for Messrs. Olson, Barnard, Porterfield and Griffin is
     equal to the sum of the amounts set forth in the Incentive Award and
     Deferral Premium columns.

(4)  The amounts reported for Mr. Porterfield for 1999 and for Messrs. Olson,
     Nichols, Barnard and Porterfield for 1997 represent certain tax payments
     made by the Company on their behalf. In each of 1997, 1998 and 1999, the
     value of personal benefits provided to the named executives was less than
     the minimum amount required to be reported.

(5)  The amounts reported for 1999 include matching contributions by the Company
     to accounts under the Savings Plan for Salaried Employees and the
     Nonqualified Supplemental Savings Plan, as follows: Mr. Olson - $38,475;
     Mr. Nichols - $30,600; Mr. Barnard - $18,457; Mr. Porterfield - $16,380;
     and Mr. Griffin - $14,450. Company contributions are invested in shares of
     the Company's Common Stock under the Savings Plan for Salaried Employees,
     which is funded, and are made in units equivalent to shares of the
     Company's Common Stock under the Nonqualified Supplemental Savings Plan,
     which is unfunded.

     The balance of the amounts reported for 1999 represents premiums paid by
     the Company under the Company's Executive Life Insurance Plan. All
     employees who are above a certain compensation grade level, including all
     of the executive officers, participate in this plan.

(6)  As of year-end 1999, the number and market value of restricted stock units
     and of performance share units in the aggregate held by each of the named
     executives were as follows: Mr. Olson - 80,600 units ($4,992,163); Mr.
     Nichols - 66,500 units ($4,118,844); Mr. Barnard - 48,000 units
     ($2,973,000); Mr. Porterfield - 40,600 units ($2,514,663); and Mr.
     Griffin - 14,800 units ($916,675).

                                       15
<PAGE>

Option Grant Table

     The following table sets forth information concerning the grant of stock
options to each of the named executives in 1999. The potential realizable values
included in the table represent hypothetical gains from the stock options
granted in 1999 as well as the corresponding hypothetical gains for all
shareholders in the market value of the Company's Common Stock. These
hypothetical gains are based upon assumed annual stock price appreciation rates
of 5% and 10% over the full 10-year term of the options in accordance with
Securities and Exchange Commission regulations.

                             Option Grants in 1999

<TABLE>
<CAPTION>

                                                Individual Grants/(1)/
                              --------------------------------------------------------        Potential Realizable
                                                                                                     Value
                                                                                             at Assumed Annual Rates
                               Number of                                                     Stock Price Appreciation
                              Securities    % of Total                                            for Option Term
                              Underlying      Options     Exercise                       ------------------------------
                                Options     Granted to    or Base
                                Granted      Employees    Price/(2)/    Expiration             5%              10%
         Name                     (#)         in 1999      ($/Sh)           Date               ($)             ($)
------------------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>           <C>        <C>                  <C>             <C>
  Richard E. Olson               55,000        5.66%      $33.625    February 17, 2009      $1,163,085      $2,947,615
  Kenwood C. Nichols             40,000        4.12%       33.625    February 17, 2009         845,880       2,143,720
  L. Scott Barnard               20,000        2.06%       33.625    February 17, 2009         422,940       1,071,860
  Richard L. Porterfield         20,000        2.06%       33.625    February 17, 2009         422,940       1,071,860
  Thomas L. Griffin              20,000        2.06%       33.625    February 17, 2009         422,940       1,071,860
------------------------------------------------------------------------------------------------------------------------
  All Shareholders                  N/A         N/A          N/A            N/A           $2.0 billion    $5.2 billion
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  All of the stock options awarded to the named executives last year were
     granted on February 17, 1999 and became exercisable on February 17, 2000,
     provided the optionee remained in the Company's employ until that date.
     Although the Compensation and Stock Option Committee of the Board of
     Directors had the authority to permit the exercise of those stock options
     at any time prior to February 17, 2000 upon its determination of the
     existence of a special or extraordinary situation, it did not exercise this
     authority.

     Reference is made to "Employment and Severance Agreements" below for a
     description of the cash settlement, under certain circumstances, of stock
     options held by the named executives upon a termination of employment
     without cause within three years after a change in control of the Company.

(2)  The exercise price is 100% of the fair market value of a share of the
     Company's Common Stock on the date of grant. The exercise price may be paid
     in cash or in shares of the Company's Common Stock valued at their fair
     market value on the date of exercise.

                                       16
<PAGE>

Option/SAR Exercise and Year-End Values Table

     The following table sets forth information with respect to each of the
named executives concerning the exercise of stock options and tandem stock
appreciation rights ("SARs") in 1999 and concerning unexercised stock options
and tandem SARs held at December 31, 1999.


                    Aggregated Option/SAR Exercises in 1999
                        and Year-End Option/SAR Values

<TABLE>
<CAPTION>
                             Number of
                            Securities                  Number of Securities           Value of Unexercised
                            Underlying                 Underlying Unexercised        In-the-Money Options/SARs
                           Options/SARs     Value     Options/SARs at Year-End            at Year-End /(1)/
                             Exercised    Realized              (#)                            ($)
         Name                   (#)          ($)     Exercisable  Unexercisable    Exercisable     Unexercisable
------------------------------------------------------------------------------------------------------------------
<S>                        <C>            <C>        <C>          <C>              <C>             <C>
  Richard E. Olson               0        $      0      102,000       55,000        $1,086,000       $1,557,188
  Kenwood C. Nichols             0               0      237,500       40,000         5,719,969        1,132,500
  L. Scott Barnard               0               0       58,000       20,000           936,125          566,250
  Richard L. Porterfield      33,500       584,656       26,800       20,000           498,975          566,250
  Thomas L. Griffin              0               0       28,300       20,000           346,781          566,250
------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The amounts in these columns are based upon the $61.9375 closing price of a
     share of the Company's Common Stock on December 31, 1999 on the New York
     Stock Exchange Composite Transactions.

                                       17
<PAGE>

Pension Plan Table

     The Company's retirement program consists of (i) a tax-qualified, funded
pension plan for all non-represented salaried employees, including executive
officers, and (ii) for executive officers and other key employees, a non-
qualified, unfunded supplemental retirement income plan that provides benefits
which, but for certain limits imposed by the Internal Revenue Code on tax-
qualified plans, would be provided under the Company's qualified pension plan.
The retirement program provides non-contributory benefits based upon years of
service and average annual earnings for, in the case of executive officers, the
highest three consecutive years in the 10 years preceding retirement. Average
annual earnings covered by the program consist of (1) the average of the
salaries reported in the Summary Compensation Table for the applicable years,
plus (2) the higher of (a) the average of the bonuses reported in the Summary
Compensation Table for such years or (b) the average of the bonuses paid in such
years but earned in, and reported in the Summary Compensation Table for, the
immediately preceding years.

     The following table sets forth, for various income and service levels, the
annual benefits payable to executive officers under the Company's retirement
program for life, commencing at normal retirement at age 65 or upon early
retirement after age 62. These benefits are presented on a straight-life annuity
basis and before deducting the portion of Social Security payments attributable
to Company contributions as provided by the retirement program.

                              Pension Plan Table

<TABLE>
<CAPTION>
       Average                       Approximate Annual Retirement Benefits
                  ----------------------------------------------------------------------------------
       Annual        10 Years     15 Years     20 Years      25 Years      30 Years      35 Years
      Earnings      of Service   of Service   of Service    of Service    of Service    of Service
  --------------------------------------------------------------------------------------------------
  <S>             <C>            <C>          <C>           <C>           <C>           <C>
    $  500,000       $ 83,333     $125,000    $  166,667    $  208,333    $  250,000    $  291,667
       750,000        125,000      187,500       250,000       312,500       375,000       437,500
     1,000,000        166,667      250,000       333,333       416,667       500,000       583,333
     1,250,000        208,333      312,500       416,667       520,833       625,000       729,167
     1,500,000        250,000      375,000       500,000       625,000       750,000       875,000
     1,750,000        291,667      437,500       583,333       729,167       875,000     1,020,833
     2,000,000        333,333      500,000       666,667       833,333     1,000,000     1,166,667
     3,000,000        500,000      750,000     1,000,000     1,250,000     1,500,000     1,750,000
  --------------------------------------------------------------------------------------------------
</TABLE>

     Average annual earnings for the highest three consecutive years in the last
10 years and presently credited years of service for the named executives are as
follows: Mr. Olson  - $1,567,580 / 33 years; Mr. Nichols - $1,259,667 / 27
years; Mr. Barnard - $756,689 / 31 years; Mr. Porterfield - $702,800 / 21 years;
and Mr. Griffin - $501,703 / 9 years.

     Messrs. Nichols and Olson have agreements with the Company which provide
for annual retirement benefits of 60%, in the case of Mr. Nichols, and 65%, in
the case of Mr. Olson, of average annual earnings (salary and bonus) for the
highest three consecutive years in the 10 years preceding retirement. These
contractual retirement benefits are provided only to the extent that they exceed
the retirement benefits paid under the Company's retirement program, described
above. The agreements also provide a survivor retirement benefit for the wives
of Messrs. Nichols and Olson equal to 60% of the retirement benefit payable
thereunder to the respective executives. Under the agreements, upon retirement
Messrs. Nichols and Olson will receive the present value of all of their
retirement benefits, other than the portion attributable to the qualified
pension plan, in a lump sum.

                                       18
<PAGE>

Employment and Severance Agreements

                    Termination Absent a Change in Control

     The Company has employment agreements with Messrs. Nichols and Olson which
provide for minimum annual salaries of $700,000 and $800,000, respectively. If
employment is terminated by the Company without cause other than within three
years after a change in control of the Company, Messrs. Nichols and Olson are
entitled to severance pay for two years at annual rates of $1,700,000 and
$2,300,000, respectively, as well as the continuation for two years of certain
employee benefits, including medical, dental and disability coverages. These
agreements also provide certain retirement benefits, as discussed above under
"Pension Plan Table".

     The Company has agreements with Messrs. Barnard, Griffin and Porterfield
which provide that, if employment is terminated by the Company without cause
other than within three years after a change in control of the Company, they are
entitled to severance pay for two years at annual rates of $912,000, $677,500
and $937,000, respectively, as well as the continuation for two years of certain
employee benefits, including medical, dental and disability coverages.

                   Termination Following a Change in Control

     All of these agreements provide for the payment in a lump sum of the
following amounts if the named executive is terminated without cause within
three years after a change in control of the Company: (i) severance pay at the
annual rates referred to above, and medical, dental and disability coverages,
for two years in the event of certain types of terminations or three years in
the event of other types of terminations; (ii) the present value of all of the
named executive's retirement benefits, other than the portion attributable to
the Company's qualified pension plan, after providing credit for two additional
years of service in the event of certain types of terminations or three
additional years of service in the event of other types of terminations; and
(iii) an amount (grossed up for income tax purposes) sufficient to pay any
applicable excise tax on benefits received in connection with a change in
control in excess of the amount determined under Section 280G of the Internal
Revenue Code. The agreements also provide that, under certain circumstances, the
Company settle the named executive's stock options and tandem SARs for cash
equal to the difference between the fair market value of the option shares at
the time of termination (or, if applicable and if higher, the change in control
tender offer price) and the exercise price. In addition, provision is made for
the payment of legal expenses if the Company refuses to make required payments
under the agreements. The agreements provide for the funding of the foregoing
amounts through a trust when a potential change in control occurs.  Such funding
has taken place, since the execution of the merger agreement with UPM-Kymmene
Corporation and Blue Acquisition, Inc. on February 17, 2000 constituted a
potential change in control.

                              General Provisions

     The Company's obligation to make the payments provided for in these
agreements is subject to certain conditions. Such conditions require, among
other things, that following termination of employment the named executive
provide such assistance in litigation as may reasonably be requested by the
Company and refrain from actions, such as competition against the Company and
disclosure of confidential information relating to the Company, that would be
materially detrimental to the Company.

     For the purpose of these agreements, "termination" means involuntary
discharge as well as the named executive's decision to terminate employment
following specified types of constructive discharge, including diminution of
responsibility, reduction of salary or (if within three years after a change in
control) relocation beyond a specified area. "Cause" means an act of dishonesty
constituting a felony and resulting or intended to result in personal gain at
the expense of the Company. "Change in control" means (a) the acquisition by any
person of securities representing 30% or more of the combined voting power of
the Company's securities, (b) a change in the composition of a majority of the
Board of Directors under certain circumstances, (c) certain mergers and
consolidations or (d) approval by shareholders of the liquidation of the Company
or the consummation of an agreement for the disposition of all or substantially
all of its assets. The closing under the merger agreement with UPM-Kymmene
Corporation and Blue Acquisition, Inc. will constitute a change in control.

                                       19
<PAGE>

Directors' Compensation

     Each director who is not an employee of the Company receives an annual
retainer of $22,500 for services as a director and a fee of $1,500 for each
Board meeting attended. Each committee chair receives an annual retainer of
$5,000, and committee members, including chairs, receive a fee of $1,000 for
each committee meeting attended. At each director's election, these fees are
paid quarterly in cash or are deferred quarterly in the form of units equivalent
to shares of the Company's Common Stock; such units accrue dividend equivalents
and are paid in cash following retirement from the Board in the same manner as
the stock units described in the next paragraph.

     The Board believes that, in order to further align the interests of outside
directors with the interests of shareholders, directors' compensation should
include a significant component of Company equity. Accordingly, each director
who is not an employee of the Company receives quarterly grants of Common Stock
equivalent units with an annual value of $22,500. These units accrue amounts
equal to dividends paid on the Common Stock, which are credited in the form of
additional units. The value of all of a director's Common Stock equivalent units
(whether received pursuant to the grants described in this paragraph or pursuant
to any elective deferral of fees as described in the previous paragraph) is paid
in cash following his or her retirement from the Board, in accordance with a
schedule selected by the director, based upon the price of the Common Stock at
the time of payment.

     The Company provides $50,000 of group term life insurance and $250,000 of
travel accident insurance to the outside directors as well as directors
liability insurance for all directors.

Compensation Committee Interlocks and Insider Participation

     H. Corbin Day is one of the three outside directors who comprise the
Compensation and Stock Option Committee of the Board of Directors. He is a
limited partner and former general partner of Goldman, Sachs & Co., which
provides investment banking and financial advisory services to the Company.

     Mr. Day retired as a general partner of Goldman Sachs in 1986. Since then,
he has had no role in the management of and has not shared in the profits of
Goldman Sachs. As a limited partner, his financial interest in Goldman Sachs
consists solely of the receipt of a fixed rate of return on the capital
contribution that he made to the firm prior to his retirement as a general
partner. This return is not dependent upon or affected in any way by the
services that Goldman Sachs performs for the Company.

                                       20
<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Principal Shareholders

   The following table sets forth certain information as of December 31, 1999
with respect to each person who is known to the Company to be the beneficial
owner of more than 5% of the Company's Common Stock, which is the only
outstanding class of voting securities of the Company.

<TABLE>
<CAPTION>
                  Name and Address                                    Amount and Nature              Percent
                 of Beneficial Owner                               of Beneficial Ownership           of Class
          -------------------------------------------------------------------------------------------------------
          <S>                                                      <C>                               <C>
           Sanford C. Bernstein & Co., Inc.
           767 Fifth Avenue                                         13,625,865 shares/(1)/              14.1%
           New York, New York 10153/(1)/

           FMR Corp.
           82 Devonshire Street                                     7,953,662 shares/(2)/                8.3%
           Boston, Massachusetts 02109/(2)/

           Capital Research and Management Company
           333 South Hope Street                                    7,055,000 shares/(3)/                7.3%
           Los Angeles, California 90071/(3)/

           Dodge & Cox
           One Sansome St.                                          5,015,905 shares/(4)/                5.2%
           San Francisco, California 94104/(4)/
          -------------------------------------------------------------------------------------------------------

</TABLE>

The information that is footnoted in the table above and set forth in the notes
below is based upon a Schedule 13G filed with the Securities and Exchange
Commission by each respective shareholder.

(1) In its Schedule 13G, Sanford C. Bernstein & Co., Inc. stated that (i) such
    shares are held for the accounts of various clients, and (ii) it has sole
    voting power with respect to 7,242,616 of such shares, shared voting power
    with respect to 1,490,046 of such shares and sole dispositive power with
    respect to all of such shares.

(2) In its Schedule 13G, FMR Corp. stated that (i) such shares collectively are
    beneficially owned by FMR Corp., certain controlling shareholders thereof,
    and various subsidiaries and one former subsidiary thereof, and (ii) such
    companies and individuals collectively have sole voting power with respect
    to 357,332 of such shares and sole dispositive power with respect to all of
    such shares.

(3) In its Schedule 13G, Capital Research and Management Company stated that, in
    its capacity as investment adviser, it has sole dispositive power with
    respect to all of such shares.

(4) In its Schedule 13G, Dodge & Cox stated that (i) such shares are held for
    the accounts of various clients, and (ii) it has sole voting power with
    respect to 4,567,805 of such shares, shared voting power with respect to
    39,900 of such shares and sole dispositive power with respect to all of such
    shares.

                                  *    *     *

    On February 17, 2000, the Company, UPM-Kymmene Corporation and Blue
Acquisition, Inc. entered into a merger agreement pursuant to which UPM-Kymmene
will acquire all of the outstanding capital stock of the Company. The
transaction is subject to various conditions, including approval by the
shareholders of the Company and of UPM-Kymmene and regulatory approvals in
various jurisdictions.

                                       21
<PAGE>

Stock Ownership by Directors and Executive Officers

     The following table sets forth certain information with respect to the
shares and equivalent units of the Company's Common Stock beneficially owned, as
of February 29, 2000, by each director, by each of the named executives and by
all directors and executive officers as a group. The number of shares
beneficially owned by all directors and executive officers as a group represents
less than 1% of the outstanding Common Stock, as determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934.

                    Name                           Number of Shares/(1)/
              ------------------------------------------------------------
               L. Scott Barnard                      105,905/(2),(3)/
               Lawrence A. Bossidy                     4,895/(4)/
               Robert A. Charpie                      51,513/(4)/
               H. Corbin Day                           6,672/(4)/
               Alice F. Emerson                        1,948/(4)/
               Allan E. Gotlieb                        2,518/(4)/
               Thomas L. Griffin                      71,815/(2),(3)/
               Henrique C. Meirelles                   2,688/(4)/
               Kenwood C. Nichols                    328,010/(2),(3)/
               Richard E. Olson                      240,933/(2),(3)/
               Richard L. Porterfield                 72,419/(2),(3)/
               Walter V. Shipley                       8,907/(4)/
               Richard E. Walton                       8,435/(4)/
               All directors and
                 executive officers
                 as a group                        1,103,370/(2),(3),(4)/
              ------------------------------------------------------------

(1) Certain directors and executive officers share voting or investment power
    with other persons with respect to 31,809 of such shares.

(2) The amounts reported include shares of Common Stock that executive officers
    have the right to acquire pursuant to stock options that are exercisable
    within 60 days, as follows: Mr. Barnard - 78,000 shares; Mr. Griffin -
    48,300 shares; Mr. Nichols - 277,500 shares; Mr. Olson - 157,000 shares; Mr.
    Porterfield - 46,800 shares; and all executive officers as a group - 759,600
    shares. The table does not include shares underlying performance share units
    and unvested restricted stock units held by executive officers.

(3) The amounts reported include shares of Common Stock that have been earned
    out under certain compensation plans and the receipt of which has been
    deferred until retirement, as follows: Mr. Barnard - 12,087 shares; Mr.
    Griffin - 4,438 shares; Mr. Nichols - 13,598 shares; Mr. Olson - 15,343
    shares; Mr. Porterfield - 9,514 shares; and all executive officers as a
    group - 65,372 shares.

    The amounts reported also include Common Stock equivalent units held under
    the deferral arrangements of certain compensation and savings plans which
    entitle participants to receive a cash payment for each unit equal to the
    price of a share of Common Stock at the time of payment, as follows: Mr.
    Barnard - 9,239 units; Mr. Griffin - 15,286 units; Mr. Nichols - 5,028
    units; Mr. Olson - 47,511 units; Mr. Porterfield - 14,339 units; and all
    executive officers as a group - 107,562 units.

(4) The amounts reported include Common Stock equivalent units, as follows: Mr.
    Bossidy - 2,895 units; Mr. Charpie - 43,822 units; Mr. Day - 3,672 units;
    Ms. Emerson - 1,518 units; Mr. Gotlieb - 1,518 units; Mr. Meirelles - 688
    units; Mr. Shipley - 7,907 units; Mr. Walton - 6,535 units; and all
    directors as a group - 68,555 units. These Common Stock equivalent units
    consist of the units discussed above under "Directors' Compensation" and, in
    the case of certain directors, similar units representing the settlement of
    their accrued pension benefit as of January 1, 1997 under the Company's
    former retirement plan for outside directors.

                                       22
<PAGE>

Item 13.  Certain Relationships and Related Transactions

Transactions

   The Company and its subsidiaries have transactions in the ordinary course of
business with organizations with which certain of the Company's directors are
associated. In 1999, none of those transactions was sufficiently significant to
be reportable, and management believes that all were on substantially the same
terms as those prevailing at the time for comparable transactions with other
persons. It is expected that similar transactions with such organizations will
take place in the future.


                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

   (a) Financial Statements.  The following Consolidated Financial Statements of
Champion International Corporation and Subsidiaries, Notes to Financial
Statements and Report of Independent Public Accountants are incorporated by
reference herein from the Company's 1999 Annual Report:

<TABLE>
<CAPTION>
                                                                                           Caption in Company's
              Description                                                            1999 Annual Report (page number)
              -----------                                                            --------------------------------
<S>                                                                              <C>
Consolidated Statements of Income for each of the
three years in the period ended December 31, 1999..............................          Consolidated Statement of Income (page 29)

Consolidated Balance Sheets at December 31, 1999 and 1998......................                Consolidated Balance Sheet (page 30)

Consolidated Statements of Cash Flows for each of
the three years in the period ended December 31, 1999..........................                   Consolidated Cash Flows (page 31)

Consolidated Statements of Retained Earnings for each of
the three years in the period ended December 31, 1999..........................            Consolidated Retained Earnings (page 32)

Consolidated Statements of Comprehensive Income for each                                                  Consolidated Statement of
of the three years in the period ended December 31, 1999.......................                      Comprehensive Income (page 32)

Notes to Financial Statements..................................................      Notes to Financial Statements (pages 33 to 46)

Report of Independent Public Accountants with
respect to the financial statements listed above...............................  Report of Independent Public Accountants (page 47)
</TABLE>

     (b)  Financial Statement Schedules. All Financial Statement Schedules have
been omitted since the information is not applicable, is not required or is
included in the Consolidated Financial Statements or Notes to Financial
Statements listed under section (a) of this Item 14.

     (c)  Exhibits.  Each Exhibit is listed according to the number assigned to
it in the Exhibit Table of Item 601 of Regulation S-K. The Exhibit numbers
preceded by an asterisk (*) indicate Exhibits physically filed with this Annual
Report on Form 10-K. All other Exhibit numbers indicate Exhibits filed by
incorporation by reference herein. Exhibit numbers 10.1 through 10.39, which are
preceded by a plus sign (+), are management contracts or compensatory plans or
arrangements.

                                       23
<PAGE>

Exhibit Number                               Description
--------------                               -----------

    2.1           Agreement and Plan of Merger, dated as of February 17, 2000,
                  by and among Champion International Corporation, UPM-Kymmene
                  Corporation and Blue Acquisition, Inc. (filed by incorporation
                  by reference to Exhibit 2.1 to the Company's Form 8-K dated
                  February 25, 2000, Commission File No. 1-3053).

    2.2           Stock Option Agreement, dated as of February 17, 2000, between
                  Champion International Corporation and UPM-Kymmene Corporation
                  (filed by incorporation by reference to Exhibit 2.2 to the
                  Company's Form 8-K dated February 25, 2000, Commission File
                  No. 1-3053).

    2.3           Parent Stock Option Agreement, dated as of February 17, 2000,
                  between Champion International Corporation and UPM-Kymmene
                  Corporation (filed by incorporation by reference to Exhibit
                  2.3 to the Company's Form 8-K dated February 25, 2000,
                  Commission File No. 1-3053).

    2.4           Parent Treasury Stock Option Agreement, dated as of February
                  17, 2000, between Champion International Corporation and UPM-
                  Kymmene Corporation (filed by incorporation by reference to
                  Exhibit 2.4 to the Company's Form 8-K dated February 25, 2000,
                  Commission File No. 1-3053).

    3.1           Restated Certificate of Incorporation of the Company, filed in
                  the State of New York on October 20, 1986 (filed by
                  incorporation by reference to Exhibit 3.1 to the Company's
                  Form 10-K for the fiscal year ended December 31, 1986,
                  Commission File No. 1-3053).

    3.2           Certificate of Amendment of Restated Certificate of
                  Incorporation of the Company, filed in the State of New York
                  on July 18, 1988 (filed by incorporation by reference to
                  Exhibit 4.1 to the Company's Form 10-Q for the quarter ended
                  June 30, 1988, Commission File No. 1-3053).

    3.3           Certificate of Amendment of Restated Certificate of
                  Incorporation of the Company, filed in the State of New York
                  on December 6, 1989 (filed by incorporation by reference to
                  Exhibit 4.1 to the Company's Form 8-K dated December 14, 1989,
                  Commission File No. 1-3053).

    3.4           Certificate of Amendment of Restated Certificate of
                  Incorporation of the Company, filed in the State of New York
                  on December 21, 1989 (filed by incorporation by reference to
                  Exhibit 3.4 to the Company's Form 10-K for the fiscal year
                  ended December 31, 1989, Commission File No. 1-3053).

    3.5           By-Laws of the Company (filed by incorporation by reference to
                  Exhibit 3.1 to the Company's Form 10-Q for the quarter ended
                  March 31, 1999, Commission File No. 1-3053).

    4             Letter agreement dated March 29, 1991 of the Company to
                  furnish to the Commission upon request copies of certain
                  instruments with respect to long-term debt (filed by
                  incorporation by reference to Exhibit 4 to the Company's Form
                  10-K for the fiscal year ended December 31, 1990, Commission
                  File No. 1-3053).

   +10.1          Champion International Corporation 1986 Management Incentive
                  Program, consisting of the 1986 Stock Option Plan and the 1986
                  Contingent Compensation Plan (filed by incorporation by
                  reference to Exhibit 19.1 to the Company's Form 10-Q for the
                  quarter ended June 30, 1986, Commission File No. 1-3053).

                                       24
<PAGE>

Exhibit Number                           Description
--------------                           -----------

  +10.2           Amendment to Champion International Corporation 1986
                  Management Incentive Program (filed by incorporation by
                  reference to Exhibit 10.1 to the Company's Form 10-Q for the
                  quarter ended March 31, 1993, Commission File No. 1-3053).

  +10.3           Amendment to Champion International Corporation 1986
                  Management Incentive Program (filed by incorporation by
                  reference to the appendix to the Company's Proxy Statement for
                  the 1997 Annual Meeting of Shareholders).

  +10.4           Champion International Corporation 1999 Stock Option Plan
                  (filed by incorporation by reference to Exhibit A to the
                  Company's Proxy Statement for the 1999 Annual Meeting of
                  Shareholders).

  *+10.5          Amendment to Champion International Corporation 1999 Stock
                  Option Plan.

   +10.6          Champion International Corporation Supplemental Retirement
                  Income Plan (filed by incorporation by reference to Exhibit
                  10.7 to the Company's Form 10-K for the fiscal year ended
                  December 31, 1989, Commission File No. 1-3053).

   +10.7          Amendment dated as of January 1, 1994 to Champion
                  International Corporation Supplemental Retirement Income Plan
                  (filed by incorporation by reference to Exhibit 10.6 to the
                  Company's Form 10-K for the fiscal year ended December 31,
                  1994, Commission File No. 1-3053).

   +10.8          Champion International Corporation Nonqualified Supplemental
                  Savings Plan (filed by incorporation by reference to Exhibit
                  10.5 to the Company's Form 10-K for the fiscal year ended
                  December 31, 1996, Commission File No. 1-3053).

   +10.9          Champion International Corporation Management Incentive
                  Deferral Plan (filed by incorporation by reference to Exhibit
                  10.7 to the Company's Form 10-K for the fiscal year ended
                  December 31, 1997, Commission File No. 1-3053).

  +10.10          Form of Restricted Stock Unit Grant Letter dated February 18,
                  1997 (filed by incorporation by reference to Exhibit 10.1 to
                  the Company's Form 10-Q for the quarter ended March 31, 1997,
                  Commission File No. 1-3053).

  +10.11          Champion International Corporation 1997 Incentive Compensation
                  Plan (filed by incorporation by reference to Exhibit 10.2 to
                  the Company's Form 10-Q for the quarter ended March 31, 1997,
                  Commission File No. 1-3053).

  +10.12          Champion International Corporation 1997 Performance Share Plan
                  (filed by incorporation by reference to Exhibit 10.3 to the
                  Company's Form 10-Q for the quarter ended March 31, 1997,
                  Commission File No. 1-3053).

  +10.13          Agreement dated as of September 18, 1997 between the Company
                  and Mr. Olson providing certain employment, severance and
                  retirement arrangements (filed by incorporation by reference
                  to Exhibit 10.11 to the Company's Form 10-K for the fiscal
                  year ended December 31, 1997, Commission File No. 1-3053).

  +10.14          Agreement Relating to Legal Expenses dated September 18, 1997
                  between the Company and Mr. Olson providing reimbursement of
                  certain legal expenses following a change in control of the
                  Company (filed by incorporation by reference to Exhibit 10.12
                  to the Company's Form 10-K for the fiscal year ended December
                  31, 1997, Commission File No. 1-3053).

                                       25
<PAGE>

Exhibit Number                            Description
--------------                            -----------

  +10.15         Amendment dated as of May 28, 1999 to Agreement dated as of
                 September 18, 1997 between the Company and Mr. Olson (filed by
                 incorporation by reference to Exhibit 10.1 to the Company's
                 Form 10-Q for the quarter ended September 30, 1999, Commission
                 File No. 1-3053).

  +10.16         Agreement dated as of October 18, 1990 between the Company and
                 Mr. Nichols providing certain employment, severance and
                 retirement arrangements (filed by incorporation by reference to
                 Exhibit 10.16 to the Company's Form 10-K for the fiscal year
                 ended December 31, 1990, Commission File No. 1-3053).

  +10.17         Agreement Relating to Legal Expenses dated October 18, 1990
                 between the Company and Mr. Nichols providing reimbursement of
                 certain legal expenses following a change in control of the
                 Company (filed by incorporation by reference to Exhibit 10.17
                 to the Company's Form 10-K for the fiscal year ended December
                 31, 1990, Commission File No. 1-3053).

  +10.18         Amendment dated as of September 19, 1991 to Agreement dated as
                 of October 18, 1990 between the Company and Mr. Nichols (filed
                 by incorporation by reference to Exhibit 10.18 to the Company's
                 Form 10-K for the fiscal year ended December 31, 1991,
                 Commission File No. 1-3053).

  +10.19         Amendment dated as of May 28, 1999 to Agreement dated as of
                 October 18, 1990 between the Company and Mr. Nichols (filed by
                 incorporation by reference to Exhibit 10.2 to the Company's
                 Form 10-Q for the quarter ended September 30, 1999, Commission
                 File No. 1-3053).

   +10.20        Agreement dated as of October 18, 1990 between the Company and
                 Mr. Barnard providing certain severance arrangements (filed by
                 incorporation by reference to Exhibit 10.31 to the Company's
                 Form 10-K for the fiscal year ended December 31, 1996,
                 Commission File No. 1-3053).

  +10.21         Agreement Relating to Legal Expenses dated October 18, 1990
                 between the Company and Mr. Barnard providing reimbursement of
                 certain legal expenses following a change in control of the
                 Company (filed by incorporation by reference to Exhibit 10.32
                 to the Company's Form 10-K for the fiscal year ended December
                 31, 1996, Commission File No. 1-3053).

  +10.22         Amendment dated as of September 19, 1991 to Agreement dated as
                 of October 18, 1990 between the Company and Mr. Barnard (filed
                 by incorporation by reference to Exhibit 10.33 to the Company's
                 Form 10-K for the fiscal year ended December 31, 1996,
                 Commission File No. 1-3053).

   +10.23        Amendment dated as of May 28, 1999 to Agreement dated as of
                 October 18, 1990 between the Company and Mr. Barnard (filed by
                 incorporation by reference to Exhibit 10.4 to the Company's
                 Form 10-Q for the quarter ended September 30, 1999, Commission
                 File No. 1-3053).

   +10.24        Agreement dated as of October 18, 1990 between the Company and
                 Mr. Porterfield providing certain severance arrangements (filed
                 by incorporation by reference to Exhibit 10.34 to the Company's
                 Form 10-K for the fiscal year ended December 31, 1996,
                 Commission File No. 1-3053).

                                       26
<PAGE>

Exhibit Number                            Description
--------------                            -----------

   +10.25        Agreement Relating to Legal Expenses dated October 18, 1990
                 between the Company and Mr. Porterfield providing reimbursement
                 of certain legal expenses following a change in control of the
                 Company (filed by incorporation by reference to Exhibit 10.35
                 to the Company's Form 10-K for the fiscal year ended December
                 31, 1996, Commission File No. 1-3053).

   +10.26        Amendment dated as of September 19, 1991 to Agreement dated as
                 of October 18, 1990 between the Company and Mr. Porterfield
                 (filed by incorporation by reference to Exhibit 10.36 to the
                 Company's Form 10-K for the fiscal year ended December 31,
                 1996, Commission File No. 1-3053).

   +10.27        Amendment dated as of May 28, 1999 to Agreement dated as of
                 October 18, 1990 between the Company and Mr. Porterfield (filed
                 by incorporation by reference to Exhibit 10.3 to the Company's
                 Form 10-Q for the quarter ended September 30, 1999, Commission
                 File No. 1-3053).

   +10.28        Agreement dated as of May 28, 1999 between the Company and Mr.
                 Griffin providing certain severance arrangements (filed by
                 incorporation by reference to Exhibit 10.5 to the Company's
                 Form 10-Q for the quarter ended September 30, 1999, Commission
                 File No. 1-3053).

   +10.29        Agreement Relating to Legal Expenses dated May 28, 1999 between
                 the Company and Mr. Griffin providing reimbursement of certain
                 legal expenses following a change in control of the Company
                 (filed by incorporation by reference to Exhibit 10.7 to the
                 Company's Form 10-Q for the quarter ended September 30, 1999,
                 Commission File No. 1-3053).

   +10.30        Amendment dated as of May 28, 1999 to Agreement dated as of May
                 28, 1999 between the Company and Mr. Griffin (filed by
                 incorporation by reference to Exhibit 10.6 to the Company's
                 Form 10-Q for the quarter ended September 30, 1999, Commission
                 File No. 1-3053).

   +10.31        Trust Agreement dated as of February 19, 1987 between the
                 Company and Fleet National Bank securing certain payments under
                 the contracts listed as Exhibit numbers 10.13 through 10.30,
                 among others, following a change in control of the Company
                 (filed by incorporation by reference to Exhibit 19.11 to the
                 Company's Form 10-Q for the quarter ended June 30, 1987,
                 Commission File No. 1-3053).

   +10.32        Amendment dated as of August 18, 1988 to Trust Agreement dated
                 as of February 19, 1987 between the Company and Fleet National
                 Bank (filed by incorporation by reference to Exhibit 10.29 to
                 the Company's Form 10-K for the fiscal year ended December 31,
                 1988, Commission File No. 1-3053).

   +10.33        Second Amendment dated as of October 1, 1999 to Trust Agreement
                 dated as of February 19, 1987 between the Company and Fleet
                 National Bank (filed by incorporation by reference to Exhibit
                 10.8 to the Company's Form 10-Q for the quarter ended September
                 30, 1999, Commission File No. 1-3053).

 *+10.34         Third Amendment dated as of December 1, 1999 to Trust Agreement
                 dated as of February 19, 1987 between the Company and Fleet
                 National Bank.

                                       27
<PAGE>

Exhibit Number                            Description
--------------                            -----------

   +10.35        Champion International Corporation Executive Life Insurance
                 Plan (filed by incorporation by reference to Exhibit 10.27 to
                 the Company's Form 10-K for the fiscal year ended December 31,
                 1990, Commission File No. 1-3053).

   +10.36        Amendment dated as of January 1, 1994 to Champion International
                 Corporation Executive Life Insurance Plan (filed by
                 incorporation by reference to Exhibit 10.33 to the Company's
                 Form 10-K for the fiscal year ended December 31, 1994,
                 Commission File No. 1-3053).

   +10.37        Second Amendment dated as of July 17, 1996 to Champion
                 International Corporation Executive Life Insurance Plan (filed
                 by incorporation by reference to Exhibit 10.2 to the Company's
                 Form 10-Q for the quarter ended June 30, 1996, Commission File
                 No. 1-3053).

   +10.38        Extract from the minutes of the meeting of the Board of
                 Directors of the Company held on October 18, 1979 relating to
                 the $50,000 of group term life insurance provided by the
                 Company for non-employee directors (filed by incorporation by
                 reference to Exhibit 10.28 to the Company's Form 10-K for the
                 fiscal year ended December 31, 1990, Commission File No. 1-
                 3053).

   +10.39        Compensation Plan for Non-Employee Directors (filed by
                 incorporation by reference to Exhibit 10.4 to the Company's
                 Form 10-Q for the quarter ended March 31, 1997, Commission File
                 No. 1-3053).

   *11           Schedule showing calculation of basic earnings per common share
                 and diluted earnings per common share.

   *13           Portions of the Company's 1999 Annual Report which are
                 specifically incorporated by reference herein.

   *21           List of significant subsidiaries of the Company.

   *23.1         Opinion and Consent of the Senior Vice President and General
                 Counsel of the Company.

   *23.2         Consent of Arthur Andersen LLP.

   *24           Power of Attorney relating to the execution and filing of this
                 Annual Report on Form 10-K and all amendments hereto.

   *27           Financial Data Schedule.

                                       28
<PAGE>

     (d)  Reports on Form 8-K. No Reports on Form 8-K have been filed during the
last quarter of the period covered by this Report.


                              *        *        *


Forward-Looking Statements

     Certain statements in this Report (including statements incorporated by
reference herein) that are neither reported financial results nor other
historical information are forward-looking statements. Such forward-looking
statements are not guarantees of future performance and are subject to risks and
uncertainties that could cause actual results and Company plans and objectives
to differ materially from those expressed in the forward-looking statements.
Such risks and uncertainties include, but are not limited to, changes in the
United States and international economies; changes in worldwide demand for the
Company's products; changes in worldwide production and production capacity in
the forest products industry; competitive pricing pressures for the Company's
products; currency fluctuations; and changes in raw material, energy and other
costs.

                                       29
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 17th day of
March, 2000.


                                              CHAMPION INTERNATIONAL CORPORATION
                                                          (Registrant)


                                              By    /s/ Lawrence A. Fox
                                                -------------------------------
                                                        (Lawrence A. Fox)
                                                  Vice President and Secretary

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

Signature                             Title                     Date
---------                             -----                     ----

                              Chairman of the Board,
                              Chief Executive Officer
                              and Director (Principal
   Richard E. Olson*          Executive Officer)                March 13, 2000
------------------------
  (Richard E. Olson)
                              Vice Chairman and Executive
                              Officer and Director (Principal
 Kenwood C. Nichols*          Accounting Officer)               March 13, 2000
------------------------
 (Kenwood C. Nichols)
                              Vice President-Finance
                              and Treasurer (Principal
    Thomas L. Hart*           Financial Officer)                March 13, 2000
------------------------
    (Thomas L. Hart)


  Lawrence A. Bossidy*        Director                          March 13, 2000
------------------------
  (Lawrence A. Bossidy)


   Robert A. Charpie*         Director                          March 13, 2000
------------------------
  (Robert A. Charpie)


     H. Corbin Day*           Director                          March 13, 2000
------------------------
    (H. Corbin Day)


   Alice F. Emerson*          Director                          March 13, 2000
------------------------
  (Alice F. Emerson)


   Allan E. Gotlieb*          Director                          March 13, 2000
------------------------
  (Allan E. Gotlieb)

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<PAGE>

        Signature              Title                    Date
        ---------              -----                    ----

  Henrique C. Meirelles*      Director               March 13, 2000
--------------------------
 (Henrique C. Meirelles)


   Walter V. Shipley*         Director               March 13, 2000
--------------------------
  (Walter V. Shipley)


   Richard E. Walton*         Director               March 13, 2000
--------------------------
  (Richard E. Walton)


*By  /s/ Lawrence A. Fox                             March 17, 2000
   -----------------------
        (Lawrence A. Fox)


     A power of attorney authorizing Stephen B. Brown, Lawrence A. Fox and
Richard E. Olson and each of them to sign this Report and all amendments hereto
as attorneys-in-fact for officers and directors of the registrant is filed as
Exhibit 24 hereto.

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