29806--3/31/2009--CONSTAR_INTERNATIONAL

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Based on the current terms of our proposed Plan of Reorganization, we expect our outstanding common stock will be extinguished. There can be no assurance that our proposed Plan of Reorganization will be approved and we will continue as a going concern. Our credit facility will expire in the third quarter of 2009 unless it is converted into an exit facility. Our stock is no longer listed on a national securities exchange. It will likely be more difficult for stockholders and investors to sell our common stock or to obtain accurate quotations of the share price of our common stock Operating in bankruptcy imposes significant risks on our operations. We cannot predict when we will confirm a Plan of Reorganization and successfully emerge from bankruptcy. As a result of our Chapter 11 cases, our historical financial information may not be indicative of our future financial performance. Our emergence from Chapter 11 may potentially reduce or eliminate the Company s net operating loss carryforward tax benefits. We are party to contracts containing change in control provisions. We are subject to claims in the Chapter 11 Cases that must be paid in full, which could have a material adverse effect on our results of operations and liquidity. We may not generate profits in the future and we had net losses in recent years. If we do not generate sufficient cash flow, we will not be able to service our debt and provide for ongoing operations. Our debt may negatively impact our liquidity, limit our ability to obtain additional financing and harm our competitive position. We currently plan to finance ordinary business operations through borrowings under our DIP Credit Facility, which are subject to conditions and borrowing base limitations. Our interest expense may increase since indebtedness under the Secured Notes and our DIP Credit Facility is subject to floating interest rates. Our flexibility in operating our business and our ability to repay our indebtedness may be limited as a result of certain covenant restrictions in the instruments governing our indebtedness. The Company must comply with various covenants to maintain it s financing. Customers not under contract may shift their business due to the Company s Chapter 11 filing. Our net sales and profitability may decline if we lose Pepsi as a customer or if Pepsi reduces the number of containers that it purchases from us. Conventional PET containers account for over 69% of our sales and generally carry lower per unit profitability than custom units. The market for conventional products may decline. Pricing and volumes in our markets are sensitive to production capacity utilization. A weakening economy may impact our sales. The recent global credit and financial crisis could have adverse effects on the Company. If the Company s custom PET packaging business does not grow, our growth and profitability may be lower than we currently expect. The market for our products is dominated by a few large purchasers, and a significant portion of our sales is concentrated with some of them. The loss of our intellectual property rights, for which we enjoy limited protection, would negatively impact our ability to compete in the PET industry. Our products and services may become obsolete. Our business and operations may be disrupted if we have difficulty replacing key personnel. As our customers change their product lines and marketing strategies, demand for our products may fluctuate. Consolidation of our customers may increase their negotiating leverage and reduce our net sales and profitability. We may lose business to other forms of packaging or to our competitors in the PET industry. If we do not have adequate funds to meet our capital needs, our business may be impaired and our losses may increase. We are dependent on certain resin suppliers. We require large quantities of resin to manufacture our products so that increases in the price of resin may negatively impact our financial results and may deter the growth of the PET market. Customers may supply us with an increasing amount of resin, which may reduce our ability to negotiate favorable resin purchase contracts. We earn a significant portion of our revenue in warmer months, and cool summer weather may result in lower sales. The seasonal nature of our business impacts our cash flows. A small number of stockholders are in a position to influence most of our significant corporate actions because they hold a significant amount of our common stock. We are subject to foreign currency risk and other instabilities from our international operations. Higher energy costs or frequent or sustained power interruptions may increase our operating costs and limit our ability to supply our customers. We are exposed to the risk of liabilities or claims related to environmental and health and safety standards. We face product liability risks and the risk of negative publicity if our products fail or if our customers and suppliers are affected by product liability risks or negative publicity. Our operations and profitability could suffer if we experience labor relations problems or if we do not reach new union agreements on satisfactory terms. We have a significant amount of goodwill and may be required to write down goodwill in certain circumstances, which would result in lower reported net income (or higher net losses) and an increase in our stockholder s deficit. We may not be able to report accurately our financial results or prevent fraud if we fail to maintain an effective system of internal controls. We are subject to lawsuits and claims that could adversely affect our results of operations and financial position. We have underfunded pension plans and an unfunded post-retirement medical/life insurance plan, which could affect our cash flow and financial condition. If we lose the benefit of our agreements with Crown, the costs of the services we receive may increase.

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29806--3/31/2009--CONSTAR_INTERNATIONAL_INC