Analyst upgrades:

• RBC Capital upgraded Fidelity National (FIS) to outperform from sector perform. The firm upgraded the stock due to valuation, and its belief that the company will clear up issues related to its merger on its Analyst Day, scheduled for Dec. 7. The firm set a $28 target on the stock.
• Citigroup upgraded Smith International (SII) to buy from hold, citing the sell-off in shares following its 28M share equity offering. Note that Smith International priced 28M shares Tuesday at $26.50.
• Wells Fargo upgraded DynCorp (DCP) to outperform from market perform. The firm upgraded the stock on valuation, and because it believes that the impact on DynCorp of a possible indictment of PWC will be minimal, if any.
• Rockwell (ROK) was upgraded to overweight from neutral at HSBC.
• Omega Healthcare (OHI) was upgraded to outperform from market perform at JMP Securities.
• Analog Devices (ADI) was upgraded to conviction buy from buy at Goldman.

Analyst upgrades:

• Goldman upgraded CTC Media (NASDAQ: CTCM) to Buy from Neutral on a better outlook for European Media names and raised its target on shares to $17.60 from $12.
• Morgan Joseph upgraded Movado (NYSE: MOV) to Buy from Hold after the company reported better-than-expected Q2 results. The firm set a $16 target on the stock.
• Needham upgraded LTX Credence (NASDAQ: LTXC) to Strong Buy from Hold following the company's Q4 results with a $3 price target.
• Canon (NYSE: CAJ) was upgraded to Outperform from Underperform at Macquarie.
• Whitney Holding (NASDAQ: WTNY) was upgraded to Buy from Neutral at SunTrust.
• Gafisa SA (NYSE: GFA) was upgraded to Overweight from Equal Weight at Morgan Stanley.

Analyst upgrades:

• Deutsche Bank upgraded AmerisourceBergen (NYSE:ABC) to Buy from Hold on valuation as it views the risk/reward as favorable at current levels. Deutsche raised its target price to $41.50 from $38.
  
• FBR Capigal upgraded Charlotte Russe (NASDAQ:CHIC) to Outperform from Market Perform following the company's Q2 results on expectations merchandise improvements and cost-cutting efforts will drive continued margin expansion. The firm raised its target on shares to $15 from $10.
  
• Oppenheimer upgraded Fidelity National (NYS:FIS) to Outperform from Perform as it believes the Metavante (MV) acquisition makes strategic sense and the stock's risk/reward is favorable. The firm's target price is $25.
• First American (NYSE:FAF) was upgraded to Outperform from Market Perform at Keefe Bruyette.
  
• Nokia (NYSE:NOK) was raised to Neutral from Underweight at JP Morgan.
  
• Parker-Hannifin NYSE:(PH) was lifted at Wachovia to Outperform from Market Perform.

Analyst upgrades:

• Baird upgraded Bank of America (NYSE: BAC) to Outperform from Neutral citing valuation and long-term earnings power.
• Keefe Bruyette upgraded shares of Nationwide Financial (NYSE: NFS) to Outperform from Market Perform as it believes the deal is not at risk and will close at the agreed upon $52.25 price.
  
• Friedman Billings upgraded American Eagle (NYSE: AEO) to Outperform from Market Perform citing valuation.
• Eli Lilly (NYSE: LLY) was upgraded to Hold from Sell at Natixis.
• W.W. Grainger (NYSE: GWW) was upgraded to Outperform from Neutral at RW Baird.
• Fidelity National (NYSE: FIS) was upgraded to Buy from Neutral at SunTrust.

Analyst downgrades:

• Credit Suisse downgraded Eli Lilly NYSE:(LLY) to Neutral from Outperform citing the increased risk profile from the ImClone (IMCL) deal.
• Soleil downgraded Google (NASDAQ:GOOG) to Hold from Buy as it believes Google's cost management may lag revenue weakness and that the falling stock price implies employee defections. The firm lowered its target to $350 from $580.
• Piper downgraded shares of Orbitz (NYSE:OWW) to Sell from Neutral to reflect deteriorating travel industry fundamentals and the company's levered balance sheet.
  
• US Steel (NYSE:X) was downgraded to Neutral from Buy at Goldman.
• Philips Electronics (NYSE:PHG) was downgraded to Hold from Buy at ING Group.
• Lamar Advertising (NASDAQ:LAMR) was downgraded to Hold from Buy at Soleil.
• Cemex (NYSE:CX) was downgraded to Hold from Buy at Citigroup.
  

Analyst initiations:

• Bidz.com (NASDAQ:BIDZ), American Superconductor (NASDAQ:AMSC) and Union Bankshares (NASDAQ:UBSH) were today's noteworthy initiations:
  
• Bidz.com (NASDAQ:BIDZ) was initiated with a Hold at Stamford, as the firm does not want to recommend a company that has never been tested during difficult economic times, but is positive on BIDZ's growth potential.
• American Superconductor (NASDAQ:AMSC) was initiated with a Hold at Stanford, as the firm believes the Euro decline and global market turmoil are near-term risks.
• Union Bankshares (NASDAQ:UBSH) was initiated with an Underperform at RBC Capital, as the firm views shares as overvalued.
• Regis Corp (NYSE:RGS) was initiated with a Neutral at RW Baird.
• CommVault's (NASDAQ:CVLT) coverage was resumed with a Neutral at Merrill Lynch.

MOST NOTEWORTHY: Stanley Works, the Generic Drug sector, Fiserv and Fidelity National were today's noteworthy downgrades:

• Deutsche Bank downgraded shares of Stanley Works (NYSE: SWK) to Hold from Buy as they see risk to Q2 and FY08 earnings due to a slowdown in the European industrial and consumer categories. The firm lowered their target to $52 from $62.
  
• Wachovia cut the Generic Drug sector to Market Weight from Overweight Wachovia sees near-term challenges for Teva Pharmaceutical (NASDAQ: TEVA), Mylan (NYSE: MYL) and Watson Pharmaceuticals (NYSE: WPI). The firm thinks Teva will become a very strong company over the long-term, following its takeover of Barr (NYSE: BRL). However, the firm adds that Teva will need to integrate the acquisition nearly perfectly, and Mylan may feel compelled to make another acquisition, even as it is still integrating Merck Generics, while Watson's growth prospects are still uncertain.
  
• Oppenheimer downgraded Fiserv (NASDAQ: FISV) and Fidelity National (NYSE: FIS) to Perform from Outperform based on multiple pressure from the challenging banking environment and growth headwinds.

OTHER DOWNGRADES:

• Satyam (NYSE: SAY) was downgraded to Underperform from Outperform at Credit Suisse and Equal Weight from Overweight at Morgan Stanley.
  
• UBS downgraded Textron (NYSE: TXT) to Neutral from Buy.
  
• Constellation Energy (NYSE: CEG) was downgraded at Jefferies to Underperform from Hold.

MOST NOTEWORTHY: BAE Systems, VASCO Data Security, Salesforce.com, Tempur Pedic and Fidelity National were today's noteworthy upgrades:

• Goldman added BAE Systems (OTC: BAESY) to its Conviction Buy List, as they believe the company's defensive growth characteristics will lead to outperformance.
• Jefferies upgraded shares of VASCO Data Security International Inc (NASDAQ: VDSI) to Buy from Hold on valuation following the recent sell-off in the stock.
• Salesforce.com Inc (NYSE: CRM) was upgraded to Outperform from Market Perform at Piper to reflect the company's strong cash flow generation and the firm's belief that CRM is a core holding in the enterprise application market.
• Citigroup upgraded shares of Tempur Pedic International Inc (NYSE: TPX) to Buy from Hold, as they believe double-digit sales growth and margin expansion will drive 25% EPS growth over the next few years.
• SunTrust raised its rating on Fidelity National Information Services Inc (NYSE: FIS) to Buy from Neutral on valuation.

OTHER UPGRADES:

• JP Morgan raised its rating on Mattel Inc (NYSE: MAT) to Overweight from Neutral.
• Broadpoint upgraded Pacific Ethanol Inc (NASDAQ: PEIX) to Underperform from Sell.
• Merrill upgraded Wyeth (NYSE: WYE) to Buy from Neutral.
• CIBC upgraded Acuity Brands Inc (NYSE: AYI) to Sector Outperformer from Sector Performer.

Fiserv Inc. (NYSE: FISV) -- an operator of bank ATM machines -- bought CheckFree Corp. (NASDAQ: CKFR) today, according to Bloomberg News. Why did this happen and who could be next?

Fiserv's $4.4 billion acquisition represents a big bet on the growth in the Internet banking industry. And Internet banking is a growing business for the simple reason that it's cheaper and quicker to do banking over the Web than to build and operate a network of branches. Earlier in the year, Fiserv was outbid by Fidelity National Information Services Inc. (NYSE: FIS) when Fiserv tried to buy rival EFunds Corp. for $1.5 billion.

The combination will allow the company to eliminate about $100 million a year in expenses. The sale, which the companies expect to close by the end of the year, will add more than $125 million to revenue. Fiserv expects the purchase to add to earnings per share in 2008