8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2002

UNIVERSAL COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.(Exact names of registrants as specified in their charters)

Delaware Texas(States or other jurisdictions of incorporation)	001-15843 333-48279(Commission file numbers)	13-3989167 74-1282680(IRS employer identification nos.)
4440 Brittmoore Road, Houston, Texas(Address of principal executive offices)		77041(Zip code)
	(713) 335-7000(Registrants' telephone number, including area code)

Item 5. Other Events and Regulation FD Disclosure.

        On October 30, 2002, Universal Compression Holdings, Inc. (the "Company") issued a press release announcing earnings for its second fiscal quarter, ended September 30, 2002, of the 2003 fiscal year. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

(c) Exhibits
Exhibit No.	Description
99.1	Press Release dated October 30, 2002

Item 9. Regulation FD Disclosure.

        On Thursday morning, October 31, 2002, the Company broadcast a conference call live over the Internet to investors to discuss the results of its fiscal 2003 second quarter ended September 30, 2002, and other corporate matters. A transcript of the call will be archived through November 7, 2002 for those unable to listen to the live broadcast. To access the transcript, log on to www.universalcompression.com or www.prnewswire.com or call (402) 220-3571.

        During the call, the Company discussed its revenue, earnings per share and EBITDA, as adjusted (as defined below), for the recent quarter, as well as horsepower utilization rates, profit margin information with respect to its various business segments and its fabrication backlog for the quarter. As of September 30, 2002, including its operating leases, the Company's debt to capitalization ratio was approximately 57%, including approximately $709 million of operating leases. Total capital expenditures for the quarter were approximately $33 million, of which $7.2 million was for capitalized maintenance and approximately $5 million was for expenditures related to the construction of its new office building.

        The Company also indicated that selling, general and administrative expenses were higher for the fiscal 2003 second quarter as compared to the fiscal 2003 first quarter primarily due to severance expenses related to its cost reduction program and a higher miscellaneous service tax in Argentina related to the contract settlements from the fiscal 2003 first quarter. The Company indicated that it expects the cost reduction program to provide approximately $3.5 million of annualized cost savings and that it anticipates a further cost reduction program during the current quarter that could provide an additional $1 million in annualized cost savings. In addition, the Company indicated that it resolved all of its Argentina contract and currency issues related to the prior fiscal year.

        The Company also discussed its preliminary expectations for the quarter ending December 31, 2002, including revenue of approximately $167-175 million, EBITDA, as adjusted, of approximately $50-52 million, depreciation expense of approximately $15.5-16 million, operating lease expense of approximately $15.5 million and net interest expense of approximately $6 million. Earnings per share for the current quarter are expected to be around $0.26 to $0.28 on a diluted basis. The Company also indicated that it currently has a fabrication backlog of approximately $92 million, including an international fabrication backlog of approximately $51 million. In addition, the Company discussed its recent selection of a remote monitoring system to reduce repair and maintenance expenses, more efficiently deploy field personnel and increase runtime in its contract compression business segment. The Company anticipates that the remote operating system will increase operating expenses in the near term but should enhance overall efficiency in the longer term.

        For the current fiscal year ending March 31, 2003, the Company discussed its expectations for revenue of approximately $635-650 million, EBITDA, as adjusted, of approximately $200-210 million, depreciation expense of approximately $62 million, operating lease expense of approximately $61-62 million and net interest expense of approximately $22-23 million. The Company expects selling, general and administrative expenses to be approximately $65-66 million and capital expenditures to be approximately $130-140 million for the fiscal year ending March 31, 2003. Under current market

conditions, the Company expects earnings per share to be approximately $1.15 to $1.25 for the current fiscal year.

        EBITDA, as adjusted, is defined as net income plus income taxes, interest expense, lease expense, depreciation and amortization, excluding non-recurring items and extraordinary gains or losses. EBITDA, as adjusted, represents a measure upon which the Company's management assesses financial performance, and financial covenants in the Company's current financing arrangements are tied to similar measures. The financial covenants in the Company's current financing arrangements permit the Company to exclude non-recurring items and extraordinary gains and losses from its calculation of EBITDA, as adjusted. EBITDA, as adjusted, is not a measure of financial performance under generally accepted accounting principles and should not be considered an alternative to operating income or net income as an indicator of the Company's operating performance or to net cash provided by operating activities as a measure of the Company's liquidity. Additionally, the EBITDA, as adjusted, computation used herein may not be comparable to other similarly titled measure of other companies.

        The Company expects to release financial results for its current fiscal quarter ending December 31, 2002 in late January 2003.

        Statements about the Company's outlook and all other statements in this Report other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are beyond the Company's control that could cause its actual results to differ materially from such statements. While the Company believes that the assumptions concerning future events are reasonable, there are inherent difficulties in predicting certain important factors that could impact our future performance. Such risks and uncertainties include, but are not limited to, (1) failure to consummate acquisitions or integrate acquired businesses, (2) conditions in the oil and gas industry, including the demand for natural gas as well as impacts from the price of natural gas and oil, (3) competition among the various providers of contract compression services, (4) changes in safety and environmental regulations pertaining to the production and transportation of natural gas, (5) changes in economic or political conditions in the markets in which the Company operates, (6) acts of war or terrorism or governmental or military responses thereto, (7) introduction of competing technologies by other companies, (8) the ability to retain and grow our customer base, (9) employment workforce factors, including loss of key employees and (10) liability claims related to the use of the Company's products and services. These factors, when applicable, are discussed in the Company's filings with the Securities and Exchange Commission, copies of which are available to the public. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

		UNIVERSAL COMPRESSION HOLDINGS, INC. UNIVERSAL COMPRESSION, INC.       (Registrants)
Date: November 1, 2002	By:	/s/  RICHARD W. FITZGERALD Richard W. FitzGerald Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 30, 2002

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Item 5. Other Events and Regulation FD Disclosure .
Item 7. Financial Statements and Exhibits .
Item 9. Regulation FD Disclosure .

SIGNATURE
EXHIBIT INDEX

EX-99.1

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EXHIBIT 99.1

Universal Compression Holdings, Inc.
4440 Brittmoore Road
Houston, Texas 77041
NYSE: UCO

Contact:
David Oatman
Vice President, Investor Relations and Planning
713-335-7460

FOR IMMEDIATE RELEASE
WEDNESDAY, OCTOBER 30, 2002

UNIVERSAL COMPRESSION REPORTS
FISCAL 2003 SECOND QUARTER RESULTS

Houston, October 30, 2002—Universal Compression Holdings, Inc. (NYSE: UCO), a leading provider of natural gas compression services, today reported net income for its fiscal 2003 second quarter of $7.7 million, or $0.25 per diluted share, on revenues of $154.6 million. The Company reported net income of $12.8 million, or $0.42 per diluted share, on revenues of $174.3 million in the second quarter of fiscal 2002. EBITDA, as adjusted (as defined below) was $48.2 million compared to $52.1 million in the prior year period.

"The Company recorded lower profitability in the second fiscal quarter due largely to reduced energy industry activity in a period of sluggish economic growth. We are working on several fronts to enhance the Company's performance in this time of lackluster market conditions. We continue to review our organizational structure, and have selectively consolidated functions and reduced employment levels. Another company productivity initiative has been the selection of a remote monitoring system to enhance the operation of our contract compression units," said Stephen A. Snider, Universal's President and Chief Executive Officer. "We continue to actively seek new business opportunities in domestic and international markets. In the United States, we began reactivating approximately 60,000 horsepower of idle compressors during the September quarter that are scheduled to begin operation throughout the second half of this fiscal year. Additional new contract compression business includes approximately 22,000 horsepower of new units in Brazil that are expected to begin operation in the fourth quarter of this fiscal year. Going forward, we will continue our efforts to enhance our financial returns by improving the productivity of our existing operations and maintaining prudent standards on new capital investments," added Snider.

Second Quarter Highlights

•

Average fleet horsepower utilization was 83% compared to 84% in the prior quarter and 90% in the prior year period.



•

Total contract compression horsepower was 2,297,000 at September 30, 2002 compared to 2,254,000 at June 30, 2002 and 2,189,000 at September 30, 2001. International contract compression horsepower was 363,000 at September 30, 2002 compared to 356,000 at June 30, 2002 and 339,000 at September 30, 2001.



•

In contract compression, domestic gross margins were 63% compared to 65% in the prior quarter and 64% in the prior year period, while international gross margins were 80% compared to 81% in the prior quarter and 71% in the prior year period.



•

In our fabrication segment, revenues were $42.1 million compared to $35.5 million in the prior quarter and $56.8 million in the prior year period; gross margins were 11% compared to 9% in

the prior quarter and 11% in the prior year period. Fabrication backlog was $87 million at September 30, 2002 compared to $96 million at June 30, 2002 and $101 million at September 30, 2001.

•

Aftermarket services gross margins were 19% compared to 24% in the prior quarter and 21% in the prior year period.

Conference Call

Universal will host a conference call on Thursday, October 31, 2002 at 8:00 am Central Time, 9:00 am Eastern Time to discuss the quarter's results and other corporate matters. The conference call will be broadcast over the Internet to provide interested persons the opportunity to listen to it live. The call will also be archived for one week to provide an opportunity to those unable to listen to the live broadcast. Both the live broadcast and replay of the archived version are free of charge to the user.

Persons wishing to listen to the conference call live may do so by logging onto http://www.universalcompression.com (click "Company Overview" in the "Company Information" section) or http://www.firstcallevents.com/service/ajwz368723424gf12.html at least 15 minutes prior to the start of the call. A replay of the call will remain available at the Web sites www.universalcompression.com and http://www.prnewswire.com through November 7, 2002.

EBITDA, as adjusted, is defined as net income plus income taxes, interest expense, lease expense, depreciation and amortization, excluding non-recurring items and extraordinary gains and losses.

Universal Compression, headquartered in Houston, Texas, is a leading natural gas compression services company, providing a full range of contract compression, sales, operations, maintenance and fabrication services to the domestic and international natural gas industry.

Statements about Universal's outlook and all other statements in this release other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside Universal's control, which could cause actual results to differ materially from such statements. While Universal believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are the demand for Universal's products and services, integration of acquisitions and worldwide economic and political conditions. These and other risk factors are discussed in Universal's filings with the Securities and Exchange Commission, copies of which are available to the public. Universal expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events, or otherwise.

UNIVERSAL COMPRESSION HOLDINGS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

			Three Months Ended
			September 30, 2002		June 30, 2002			September 30, 2001
Revenues:
	Contract compression		$	81,765	$	82,770		$	85,190
	Fabrication			42,064		35,475			56,831
	Aftermarket services			30,753		33,219			32,287
		Total revenue		154,582		151,464			174,308
Costs and expenses:
	Cost of sales — contract compression			27,396		26,194			29,749
	Cost of sales — fabrication			37,579		32,349			50,780
	Cost of sales — aftermarket services			24,791		25,203			25,650
	Depreciation and amortization			14,311		14,050			11,712
	Selling, general and administrative			17,238		16,245			15,813
	Operating lease			15,485		15,345			12,973
	Interest expense			4,792		5,711			6,573
	Other			537		(461	)		189
		Total costs and expenses		142,129		134,636			153,439
Income before income taxes				12,453		16,828			20,869
Income taxes				4,794		6,477			8,076
	Net income		$	7,659	$	10,351		$	12,793
Weighted average common and common
equivalent shares outstanding:
	Basic			30,661		30,619			30,396
	Diluted			30,863		30,940			30,606
Earnings per share:
	Basic		$	0.25	$	0.34		$	0.42
	Diluted		$	0.25	$	0.33		$	0.42

UNIVERSAL COMPRESSION HOLDINGS, INC.
UNAUDITED SUPPLEMENTAL INFORMATION
(In thousands)

				Three Months Ended
				September 30, 2002			June 30, 2002			September 30, 2001
Revenues:
		Domestic contract compression		$	65,122		$	65,491		$	68,871
		International contract compression			16,643			17,279			16,319
		Fabrication			42,064			35,475			56,831
		Aftermarket services			30,753			33,219			32,287
			Total	$	154,582		$	151,464		$	174,308
Gross Profit:
		Domestic contract compression		$	41,102		$	42,531		$	43,882
		International contract compression			13,267			14,045			11,559
		Fabrication			4,485			3,126			6,051
		Aftermarket services			5,962			8,016			6,637
			Total	$	64,816		$	67,718		$	68,129
Selling, General and Administrative				$	17,238		$	16,245		$	15,813
	% of Revenue				11	%		11	%		9	%
EBITDA, as adjusted *				$	48,152		$	51,839		$	52,127
	% of Revenue				31	%		34	%		30	%
Profit Margin:
		Domestic contract compression			63	%		65	%		64	%
		International contract compression			80	%		81	%		71	%
		Fabrication			11	%		9	%		11	%
		Aftermarket services			19	%		24	%		21	%
		Total			42	%		45	%		39	%

* EBITDA, as adjusted, is defined as net income plus income taxes, interest expense, leasing expense, depreciation and amortization, excluding non-recurring items and extraordinary gains or losses.

	September 30, 2002		March 31, 2002		September 30, 2001
Debt	$	231,322	$	226,762	$	274,185
Operating Leases	$	708,500	$	708,500	$	607,500
Shareholders' Equity	$	708,073	$	700,344	$	732,699

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EXHIBIT 99.1

UNIVERSAL COMPRESSION REPORTS FISCAL 2003 SECOND QUARTER RESULTS
UNIVERSAL COMPRESSION HOLDINGS, INC. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
UNIVERSAL COMPRESSION HOLDINGS, INC. UNAUDITED SUPPLEMENTAL INFORMATION (In thousands)