Analyst Upgrades

• Tyco Electronics (TEL) and Weight Watchers (WTW) to buy from neutral, and Smithfield Foods (SFD) to buy from underperform, at BofA/Merrill.
• Red Hat (RHT) to overweight from equal weight at Morgan Stanley.
• Gold Fields (GFI) to overweight from neutral at HSBC.
• Novartis (NVS) to outperform from neutral and GlaxoSmithKline (GSK) to neutral from underperform at Credit Suisse.
• Dollar General (DG) to buy from hold at ThinkEquity.
• Eagle Rock Energy (EROC) to outperform from sector perform at RBC Capital.

Analyst Upgrades

• Weeden upgraded Nabors Industries (NBR) to buy from hold on expectations that U.S. land drillers will likely benefit from a more restrictive deepwater Gulf of Mexico drilling environment.
• Macquarie upgraded Cinemark (CNK) to outperform from neutral and has a $20 price target on the stock. The firm cites valuation, market share stabilization and Latin American pricing power.
• RBC Capital upgraded Edison International (EIX) to outperform from sector perform with a $43 target. The firm cited valuation and its belief that the company's unregulated businesses are well-positioned to accelerate as reasons for the upgrade.
• Canadian Pacific (CP) was upgraded to buy from hold at Stifel Nicolaus.
• FirstEnergy (FE) was upgraded to buy from hold at Citigroup.
• Joy Global (JOYG) was upgraded to buy from neutral at Longbow.

Analyst Upgrades

• Citigroup upgraded Blackrock (BLK) to hold from sell and removed the stock from its Top Picks Live list as a sell. The firm upped its target for shares to $198 from $190.
• Jesup & Lamont upgraded Starbucks (SBUX) to buy from hold following the company's Q2 results. The firm raised its target for shares to $32 from $25.
• CLSA upgraded Nabors Industries (NBR) to outperform from underperform. The firm said the Q1 report was in-line with their estimate and they expect U.S. land drilling to continue to improve. The firm has a $24 price target on the stock.
• Alcoa (AA) was upgraded to neutral from underweight at HSBC.
• Boeing (BA) was upgraded to outperform from neutral at Credit Suisse.
• Chipotle Mexican Grill (CMG) was upgraded to buy from hold at Jefferies.

There's a difference between a CEO that's paid well and one that's raking in loot he clearly doesn't deserve. The former may invoke a bit of ire in this economic climate, but when cooler heads prevail, the cash laid out is usually but a rounding error on the increases in market cap he's driven. An overpaid CEO, on the other hand ... well, it's a bit harder to justify the inflated package.

Kerri Chyka over at CNN Money reports that the Corporate Library sifted through the bloated and legit packages out there to let us know which top dogs are rolling in dough that should probably be left in the company coffers.

1. Michael Jeffries, Abercrombie & Fitch (NYSE: ANF)
Last year, Michael Jeffries made $71.8 million in total, with a base salary of $1.5 million, according to corporate governance research firm, the Corporate Library. It even included a $6 million retention bonus ... because you want to hang on to a guy who the research firm calls one of the five "Highest Paid Worst Performers" of 2008. If that stings, Jeffries can hop on the Abercrombie corporate jet instead of running away. He's paid better than 75% of rival CEOs, while the share price generally underperformed them.

2. James W. Stewart, BJ Services Company (NYSE: BJS)
James Stewart had a good year in 2008, as it outperformed most of its peers, and he nailed a $34.6 million package. In all fairness, $30 million came from the value realized on stock options. The four years that preceded Stewart's strong performance, on the other hand, were lackluster. The future, it seems, is immaterial, as Baker Hughes picked up BJ Services last month, and Stewart will probably be out the door at the end of the year, when the deal closes.

"The US natural gas storage cycle is fairly straightforward: More gas is consumed in winter than in summer because natural gas is a key source of heat," explains Elliott Gue.

In his industry-leading The Energy Strategist, the energy sector specialist makes a bullish case for natural gas as well as contract driller Nabor's Industries (NYSE: NBR).

"The year started off with gas storage levels falling in line with the average. In late February or early March that all changed: Storage levels jumped and eventually broke to a new five-year high.

Faced with a tanking stock price and angry shareholders, Nabors Industries (NYSE: NBR) has taken radical action to preserve shareholder value and mollify concerns about bad corporate governance: Longtime CEO Eugene Isenberg has agreed to accept a bonus of just $100 million in the event of his death.

Before, the death bonus had been pegged at an astounding $264 million. I've complained about this in the past.

While the reduction of ridiculous perks is a good start, it doesn't answer the fundamental problem: Why should a guy who "earned" a $70.8 million bonus in 2008 also receive $100 million in the event of his death, if it comes before March 30, 2013. Mr. Isenberg is 79 years old.

With outrageous and undeserved pay packages gaining unprecedented attention at shareholder meetings this year, some activist investors are taking on one of the most egregious perks of the executive suite: "golden coffin" payments made to the estates of executives who die.

My favorite example is Nabors Industries (NYSE: NBR) which will have to pay the estate of 78-year old chairman an astounding $263 million if he kicks the bucket.

But today's Wall Street Journal reports (subscription required) that some activist investors and pension funds are taking on these death benefits this proxy season, with a pretty good argument: Paying executives large bonuses for dying is the polar opposite of pay-for-performance -- although a crass person might argue that General Motors (NYSE: GM) would be in much better shape had it paid CEO Richard Wagoner a couple hundred million to take a dirt nap a few years ago.

Analyst upgrades:

• Barclays upgraded Spectra Energy (NYSE: SE) to Overweight from Equal Weight. The firm believes Spectra's valuation is attractive and that the dividend is secure.
• Soleil upgraded Sunoco (NYSE: SUN) to Buy from Hold on valuation following the recent pullback and maintains a $45 target on the stock.
  
• Friedman Billings upgraded O'Reilly Automotive (NASDAQ: ORLY) to Outperform from Underperform on valuation and the company's better than expected sales and earnings acceleration. The firm has a $38 target on the stock.
• Royal Caribbean (NYSE: RCL) was removed from Goldman's Conviction Sell List.
  
• Intercontinental Hotels (NYSE: IHG) was raised to Buy from Hold at Jefferies.
  
• Valspar (NYSE: VAL) was lifted to Neutral from Underweight at JP Morgan.

Since August 2007, the Fed has cut its Fed funds rate from 5.25% to 0.25%. So shouldn't the cost of borrowing be down 5% as well? At first glance you might think that the cost of corporate borrowing would be down right along with the Fed funds rate. But rather than dropping 95%, the cost of borrowing for even the most credit worthy companies has nearly doubled. That matters because companies are likely to try to borrow $700 billion in 2009. And therein lies the reason that the Fed has no power to fix what ails us.

Here are two examples:

• Southwest Airlines (NYSE: LUV) , the only investment grade rated airline, raised $400 million in bonds in December 2008 to cover its losses from betting that fuel costs would stay high. Rather than paying the roughly 6% it had paid in 2004 to raise $350 million when the Fed funds rate ranged between 1.25% and 2.25%, Southwest had to put up 17 of its Boeing (NYSE: BA) jets as collateral and pay interest of 10.5% percent, nearly double the rate it had paid in 2004.
• Nabors Industries (NYSE: NBR), an oil services company, issued $1.1 billion in 10-year bonds in early January 2009, agreeing to a 9.25% -- in January 2008 when oil prices were rising, Nabors paid a mere 6.15% to borrow $975 million.

Why are companies paying more to borrow even though the Fed has slashed its short-term rate to near zero?

Analyst upgrades:

• Cowen upgraded Aaron Rents (NYSE: RNT) to Outperform from Neutral and believes the company's business model is gaining momentum despite the difficult environment. The firm views valuation as attractive.
  
• Citigroup upgraded shares of MedCath (NASDAQ: MDTH) to Hold from Sell on valuation following the recent sell-off. The company's target was lowered to $9 from $19.
  
• Stanford upgraded AeroVironment (NASDAQ: AVAV) to Buy from Hold based on valuation and because they believe its visibility over the next year has improved.
• Chiquita Brands (NYSE: CQB) was lifted to Buy from Hold at BB&T.
  
• Chico's FAS (NYSE: CHS) was upgraded to Neutral from Sell at UBS.
  
• FCStone (NASDAQ: FCSX) was raised to Strong Buy from Outperform at Raymond James.

Analyst downgrades:

• RBC Capital downgraded Clearwire (NASDAQ: CLWR) to Sector Perform from Outperform based on reduced valuation parameters and lack of catalysts. The company's target was lowered to $9 from $15.
• Kellogg (NYSE: K) and Coca-Cola (NYSE: KO) were cut to Neutral from Buy at UBS.
  
• Evergreen Solar (NASDAQ: ESLR) was downgraded at JP Morgan to Underweight from Neutral.
• Deutsche Telekom (NYSE: DT) was downgraded to Neutral from Buy at Goldman and to Hold from Buy at Deutsche Bank.

"In recoveries from panic selloffs in the past, the energy patch has tended to outperform the S&P 500," notes energy sector specialist Elliott Gue.

In his The Energy Strategist, the advisor offers his outlook for the sector as well as a package of five favorite energy-related stocks, including ideas in the drilling, infrastructure. oil services and exploration areas.

"This has undoubtedly been the most challenging and unsettled market in recent history for the stock, bond, currency and credit markets. Not surprisingly, the energy sector hasn't been immune to the selling pressure.

"However, I would note that the selloff in most energy stocks I cover has little or nothing to do with fundamentals and everything to do with market sentiment and a pervasive sense of panic.

"Institutions are dumping stocks to raise cash and the primary fear infecting the energy markets is that a dramatic global economic slowdown coupled with a seizing up of credit markets will destroy demand for energy commodities..

Here are some highlights from this past week's earnings coverage from BloggingStocks:

• Apple Inc. (NASDAQ: AAPL) earnings prospects may suffer if holiday sales are poor.
• Circuit City Stores Inc. (NASDAQ: CC) disappointing results were followed by a restructuring announcement.
• Conexant Systems Inc. (NASDAQ: CNXT) raised its guidance, send shares up sharply.
• Constellation Brands Inc. (NYSE: STZ) posted a Q2 loss due in part to restructuring Australian operations.
• Con-Way Inc. (NYSE: CNW) reduced Q3 guidance resulted in an analyst downgrade.
• Family Dollar Stores Inc. (NYSE: FDO) reported better-than-expected Q4 earnings, sending shares higher.
• Intel Corp. (NASDAQ: INTC) Q3 earnings prospects led to an analyst's upgrade.
• International Business Machines Corp. (NYSE: IBM) fell on rumors it would miss earnings estimates.
• Marriott International Inc. (NYSE: MAR) Q3 profits fell and it warned of challenges through 2009.
• Mosaic Co. (NYSE: MOS) fell short of expectations and warned of a production slowdown.
• Nabors Industrial Ltd. (NYSE: NBR) warning about earnings led shares near a new low.
• Pepsi Bottling Group Inc. (NYSE: PBG) beat Q3 expectations despite struggling with economic woes.
• Philips Electronics (NYSE: PHG) earnings prospects led to an analyst's downgrade.
• UBS (NYSE: UBS) said it expects to return to profitability after four straight quarterly losses.
• Walgreen Co. (NYSE: WAG) Q4 earnings fell short of expectations, though sales increased.

Also, Jim Cramer reminds us that earnings still matter. Changing accounting rules may affect the earnings of big banks.

Upcoming quarterly reports include Alcoa Inc. (NYSE: AA), Safeway Inc. (NYSE: SWY), Yum! Brands Inc. (NYSE: YUM), Costco Wholesale Corp. (NASDAQ: COST), Monsanto Co. (NASDAQ: MON), General Electric Co. (NYSE: GE).

Visit AOL Money & Finance for more earnings coverage.

This was another sell-off trading day. Any hopes for a late day rally were met with disappointment. The markets are digesting worse and worse economic news and earnings warnings, and all eyes are watching the House of Representatives tomorrow over the bailout vote. We used a prediction market, and today the bets are still that some bailout bill passes before October 31. The common theme among most stock groups today was easy: selling.

These are today's unofficial closing bell levels, and be advised that official closing bell prints have been coming later and later this week:
DJIA 10,474.41 -356.66 -3.29%
S&P500 1,113.80 -47.26 -4.07%
NASDAQ 1,976.72 -92.68 -4.48%
10YR T-Bond 3.646% (-0.122%)

General Electric Co. (NYSE: GE) was down today with shares down in the last hour after the massive offering. Its secondary raised $12 billion after pricing its secondary at $22.25. Shares were down almost 10% at $22.13 in today's final minutes.

Petro Brasileiro (NYSE: PBR), or Petrobras, was pounded after Citi took it off the Latin American Focus List. Shares were down over 12% at $38.08 in today's final trading minutes.

International Business Machines Corp. (NYSE: IBM) was down over 5.5% at $103.82 today in the final minutes of the day on concerns and continued rumors that the company was likely to miss its earnings expectations.

Mosaic Co. (NYSE: MOS) was thrown out with the baby and bathwater today after the company's earnings were short of estimates and over comments about a slowdown in production. Shares were down almost 40% at $41.00 in the final minutes today.

Nabors Industrial (NYSE:NBR) proved that it isn't immune from the market even as an oil company. It also warned on earnings. Shares were down over 8% at $22.00 in today's final minutes of trading.

The Wall Street Journal reports (subscription required) that if Nabors Industries' (NYSE: NBR) 78-year old chairman Eugene Isenberg died, the company would have to pay his estate "severance" of $263 million.

According to the Journal, "Dozens of other companies offer lush death-benefit packages to their top executives, according to a Wall Street Journal review of federal filings. Many companies accelerate unvested stock awards after a death, which by itself can amount to tens of millions of dollars. Some promise giant posthumous severance payouts, supercharged pensions or even a continuation of executives' salaries or bonuses for years after they're dead."

What?! A continuation of salaries and bonuses after the CEO dies? I have to tell you: it speaks volumes about how low the performance targets for bonuses are at America's public companies when they can be achieved from 6-feet under. How can a bonus possibly be performance-related when it's paid out even if the executive kicks off? I just don't get it at all.

It gets worse: executives are given hefty parting gifts in exchange for non-compete agreements -- by signing the employment contract, they agree not to go work for a competitor if they part ways. They still get those non-compete payments if they die. But maybe that makes sense: even a dead guy could probably deliver stronger results than Borders Group (NYSE: BGP) CEO George Jones has. Rumor has it that the company has considered replacing him with Tolstoy.

Be sure to read the Wall Street Journal piece. It's depressing, hilarious, and pathetic, all at the same time. If you needed more proof that corporate governance in America is a joke, look no further.

MOST NOTEWORTHY: Morgan Stanley, Royal Bank of Scotland and Prestige Brands were today's noteworthy upgrades:

• Wachovia upgraded Morgan Stanley (NYSE: MS) to Outperform from Market Perform as they expect the retail brokerage unit to be valued higher due to its recurring revenue streams, shrinking competition in prime brokerage, deleveraging and continued strength in commodities.
  
• Morgan Stanley upgraded shares of Royal Bank of Scotland (NYSE: RBS) to Overweight from Underweight following the company's rights offer and higher bad-debt provisions to reflect less concerns about its U.S. operations.
  
• Oppenheimer raised Prestige Brands (NYSE: PBH) to Perform from Underperform on valuation and the early turnaround progress made by the new CEO.

OTHER UPGRADES:

• TranSwitch (NASDAQ: TXCC) was upgraded at Thomas Weisel to Market Weight from Underweight.
  
• Goldman raised Nabors Industries (NYSE: NBR) to Buy from Neutral.
  
• Koppers Holdings (NYSE: KOP) was upgraded to Buy from Neutral at UBS.