Analyst upgrades:

• Deutsche Bank upgraded Spartech (NYSE: SEH) to Buy from Hold as it sees further upside following the company's "strong" Q2 results. The firm raised its target on shares to $10 from $2.50.
• Oppenheimer upgraded Clorox (NYSE: CLX) to Outperform from Underperform. The firm believes the company's FY10 outlook is conservative, providing room for upside, and that the valuation is compelling at current levels. Opco set a $70 price target on the stock.
• Goldman upgraded Steel Dynamics (NASDAQ: STLD) to Buy from Neutral and raised its target to $20 from $16, citing reduced balance sheet concerns following the capital raise. Note that AK Steel (NYSE: AKS) was downgraded to Neutral from Buy.
• PG&E (NYSE: PCG) was upgraded to Buy from Hold at Citigroup.
• Pool Corp. (NASDAQ: POOL) was upgraded to Outperform from Market Perform at William Blair.
• Liberty Property Trust (NYSE: LRY) was upgraded to Outperform from Market Perform at Wachovia.

Analyst upgrades:

• Morgan Stanley upgraded shares of Apple (NASDAQ: AAPL) to Overweight from Equal Weight on expectations of continued iPhone growth. The firm raised its target on the stock to $180 from $105.
• FBR Capital upgraded Bank of America (NYSE: BAC) to Market Perform from Underperform as it sees limited downside with half of the company's capital plan completed. The firm keeps a $12 target on the stock.
• Jefferies upgraded Cash America (NYSE: CSH) to Buy from Hold to reflect a strengthened balance sheet following the capital raise and easing regulatory risk. The firm raised its target price to $30 from $22.
• Ericsson (NASDAQ: ERIC) was upgraded to Outperform from Market Perform at Bernstein.
• MB Financial (NASDAQ: MBFI) was raised to Outperform from Neutral at Baird.
• Pinnacle West (NYSE: PNW) was upgraded at Credit Suisse to Outperform from Neutral.

Analyst upgrades:

• Citigroup upgraded Phillips-Van Heusen (NYSE: PVH) to Buy from Hold following the company's Q1 results as it believes management is executing well in the current environment and that the company could meet the high end of guidance. The firm raised its price target to $24 from $19.
  
• Friedman Billings upgraded Cliffs Natural (NYSE: CLF) to Outperform from Market Perform as it believes capacity utilization has stabilized and CLF's valuation is attractive at current levels. The firm raised its price target to $27 from $23.
  
• Thomas Weisel believes demand at Microchip's industrial (NASDAQ: MCHP) customers has troughed and that market share loss concerns are unwarranted. The firm upgraded shares to Overweight from Market Weight and raised its target to $27 from $19.
• CBS Corp (NYSE: CBS) was upgraded to Neutral from Sell at Goldman.
  
• U-Store It Trust (NYSE: YSI) was raised to Outperform from Neutral at Baird.
  
• Ener1 (NASDAQ: HEV) was lifted at Banc of America/Merrill to Buy from Neutral.

Analyst upgrades:

• Oppenheimer upgraded AmerisourceBergen (NYSE:ABC) to Outperform from Perform on the company's strong branded drug price inflation, potential for greater than expected buybacks, and their belief that prescription volume growth will stabilize after Q1. The firm raised their target to $45 from $36.
  
• Baird upgraded Ecolab (NYSE:ECL) to Outperform from Neutral based on valuation following reaffirmed guidance.
  
• Goldman removed shares of Dollar Tree (NASDAQ:DLTR) from its Conviction Sell List and upgraded it to Neutral from Sell based on valuation.
• Teppco Partners (NYSE:TPP) was upgraded to Outperform from Market Perform at Wachovia.
  
• Barrick Gold (NYSE:ABX) was raised to Buy from Hold at Canaccord.
  
• Coca Cola Femsa (NYSE: KOF)) was upgraded at Morgan Stanley to Overweight from Equal Weight.

Analyst downgrades:

• RBC Capital downgraded Apple (NASDAQ:AAPL) shares to Underperform from Sector Perform and lowered their target to $70 from $125 following the announcement that CEO Steve Jobs is taking a medical leave of absence. The analyst expects shares to be pressured by reduced earnings growth expectations and near-term leadership uncertainty.
  
• Barclays downgraded Motorola (NYSE:MOT) to Equal Weight from Overweight as they do not expect handset recovery for at least 6 to 9 months.
  
• Banc of America/Merrill downgraded Shire (NASDAQ:SHPGY) to Underperform from Buy based on earnings risk from the upcoming generic launch of Adderall XR.
• Royal Caribbean (NYSE:RCL) was added to Goldman's Conviction Sell List.
  
• Starent Networks (NASDAQ:STAR) and Ceragon Networks (NASDAQ:CRNT) were downgraded to Equal Weight from Overweight at Barclays.
  
• Casella Waste (NASDAQ:CWST) was lowered at JP Morgan to Neutral from Overweight.

Analyst initiations:

• Citigroup initiated Cliffs Natural (NYSE:CLF) with a Buy rating and $43 target. The firm believes the company's multi-tier North American contract sales arrangements should allow it weather the volatility in the spot and seaborne markets and the firm expects volumes to improve in Q2.
  
• ING started Arcelor Mittal (NYSE:MT) with a Sell rating and believes the economic slowdown will have a greater than expected impact on the steel industry.
  
• Friedman Billings believes weakness in M&T Bank's (NYSE:MTB) regional economy could hinder the company's growth prospects and the firm is concerned about the bank's concentration in commercial and industrial loans. The firm has an Underperform rating and $30 target on the stock.
• S&T Bancorp (NASDAQ:STBA) was initiated with a Market Perform rating at Keefe Bruyette.
  
• RBC Capital initiated Norfolk Southern (NYSE:NSC) with a Sector Perform rating and $61 target.

Analyst upgrades:

• Jefferies upgraded shares of Abercrombie & Fitch (NYSE: ANF) to Hold from Underperform on valuation. The stock has gone down 40% since they initiated coverage on September 19. The firm maintains a $29 target.
  
• Citigroup upgraded EOG Resources (NYSE: EOG), Quicksilver (NYSE: KWK) and Southwestern Energy (NYSE: SWN) to Buy from Hold on their belief U.S. natural gas-focused E&P companies have near-term upside.
  
• Barclays upgraded Whole Foods (NASDAQ: WFMI) to Equal Weight from Underweight citing the $425M private equity investment, which reduces liquidity risk, and its reduced cost structure.
• Brandywine Realty (NYSE: BDN) and AvalonBay (NYSE: AVB) were upgraded to Neutral from Underperform at Merrill Lynch.
  
• tw telecom (NASDAQ: TWTC) was upgraded to Neutral from Underweight at JP Morgan.
  
• AmeriCredit (NYSE: ACF) was upgraded to Market Perform from Underperform at Friedman Billings.

Analyst downgrades:

• Jefferies downgraded Macquarie Infrastructure (NYSE: MIC) to Hold from Buy to reflect the company's sensitivity to the economic slowdown and funding risk. The firm lowered their target to $9 from $40 after the company announced a dividend reduction.
  
• Sanofi-Aventis (NYSE: SNY) was cut to Sell from Neutral at UBS due to the company's exposure to potential generic competition and a lack of new products.
  
• Friedman Billings downgraded Cleveland Cliffs (NYSE: CLF) to Market Perform from Outperform and lowered their target to $42 from $50 to reflect the risk of further production cuts.
• Credit Suisse lowered Acme Packet (NASDAQ: APKT) to Neutral from Outperform.
  
• Delta Petroleum (NASDAQ: DPTR) was downgraded at Deutsche Bank to Sell from Hold.
  
• Siemens (NYSE: SI) was downgraded to Sell from Buy at UBS.

Analyst initiations:

• Goldman initiated Bristol-Myers (NYSE: BMY) with a Buy rating and $27 target as they believe it is making progress in becoming a mid-sized specialty biopharmaceutical company. The firm expects the company to be active in M&A and to spin-off or divest its slow-growth or fast-growing assets, such as virology and oncology.
  
• Goldman believes Pfizer (NYSE: PFE) needs a "radical transformation" and restructuring that includes a break up, spin and merger in order to outperform over the next several years. Shares were assumed with a Sell rating and $19 target.
  
• Johnson & Johnson (NYSE: JNJ) was initiated with a Neutral rating and $65 target at Banc of America. The firm prefers to be on the sidelines given uncertainties surrounding 2009 revenue growth and the potential for negative rhetoric out of Washington on pharma costs.
• Acorda (NASDAQ: ACOR) was started at RBC Capital with an Outperform rating and $30 target.
  
• Cavium Networks (NASDAQ: CAVM) and NetLogic (NASDAQ: NETL) were initiated with Neutral ratings at Cowen.
  
• Edwards Lifesciences (NYSE: EW) was assumed with a Buy rating and $61 target at Piper Jaffray.

While other earnings may have disappointed last week, the news was good for oil giant ConocoPhilips (NYSE: COP). In what some took as a good sign for big oil, the Houston-based company reported that third quarter net income surged 41% year over year to $3.39 per share, and that revenue also surged 52% to $70 billion. We'll see whether the good news extends to other petroleum giants scheduled to report quarterly results this week.

Analysts surveyed by Thomson Financial are looking for BP (NYSE: BP) profits to have grown 43.2% in the most recent quarter to $2.34 per share on revenue of $109.7 billion, and Chevron Corp. (NYSE: CVX) to post earnings up 39.4% to $3.25 per share on revenue of $86.8 billion. Marathon Oil Corp. (NYSE: MRO), ExxonMobil Corp. (NYSE: XOM), and Royal Dutch Shell (NYSE: RDS.A) likewise are expected to report higher net income of $2.33 per share (sales of $23.4 billion), $2.40 per share (sales of $131.4 billion), and $2.65 per share, respectively. Even Valero Energy Corp. (NYSE: VLO) is expected to post earnings slightly higher to $1.46 per share (sales of $36.4 billion), despite the effects of Hurricane Ike. Among these companies, only BP and Valero beat earnings expectations in the previous quarter. Not surprisingly, analysts on average recommend buying all except Valero, and shares of all of these companies have recently hit 52-week lows.

TheStreet.com's Jim Cramer says until they begin buying again, these stocks are in for a lot of pain.

It's China, stupid. We have to stop kidding ourselves that the only reason commodity plays are going down is because of selling by hedge funds. Sure, it's exacerbating and speeding it up and taking it to levels where it may not even matter whether China exists, but it is all China, or more specifically, the absence of China.

Take steel. An article in the Financial Times about steel consumption last week stated point-blank that it is going to slow "markedly" in the second half of this year. When you combining tight central banks in Europe -- totally as ridiculous as the tight money in the U.S. while it was obvious what was going to happen -- with China missing from the steel market, you get U.S. Steel (NYSE: X) (Cramer's Take) down into the $80s pretty fast, because you get an inventory buildup quickly, and that leads to an endless series of price cuts as the world was going full-tilt not that long ago. U.S. Steel benefits because at least it didn't lock in sky-high iron ore prices --sell that Cleveland-Cliffs (NYSE: CLF) (Cramer's Take) if you are still in -- but still how do you value a company that could have its earnings cut in half? That's how steel trades.

MAJOR PAPERS:

• According to people familiar with the matter, the Wall Street Journal reported that Federal Hole Loan Mortgage Corporation (NYSE: FRE) --Freddie Mac -- is considering raising capital by selling up to $10B in new shares to investors. The sources believe this effort may have the potential to avoid a full-blown government rescue.
• The Wall Street Journal also reported that, amid U.S. investigations into allegations it helped American clients evade taxes, UBS AG (NYSE: UBS) said some Swiss-based private bankers will stop offering American clients Swiss bank accounts and other services.
• Starbucks Corporation (NASDAQ: SBUX) will close store in 44 states plus the District of Columbia, including 88 closures in California, 59 in Florida and 57 in Texas, the Wall Street Journal reported.

WEB SITES:

• After Cleveland Cliffs Inc (NYSE: CLF) bought Alpha Natural Resources Inc (NYSE: ANR), there may be many more acquisitions in the coal industry, Bloomberg said.
• Reuters noted that, according to a person with knowledge of the plans, Yahoo! Inc (NASDAQ: YHOO) could renew talks over News Corporation's (NYSE: NWS) Web properties if Microsoft Corporation (NASDAQ: MSFT) gets in the way of discussions with Time Warner Inc's (NYSE: TWX) AOL. Yahoo! is in contact with News Corp. about the assets, but the search engine's talks with Time Warner about AOL are more advanced, the source added.
  

MOST NOTEWORTHY: Cleveland Cliffs, Synthesis Energy and Bookham Tech were today's noteworthy initiations:

• KeyBanc believes the pullback in Cleveland Cliffs (NYSE: CLF) shares is an attractive entry point given acceleration of North American Iron Ore pellet contract pricing and increased pellet production into 2009. Shares were assumed with a Buy rating and $180 target.
  
• Stanford believes the Synthesis Energy's (NASDAQ: SYMX) U-GAS technology offers several advantages, including the ability to use waste/low grade coal and operational cost savings and intitiated shares with a Buy rating and $12 target.
  
• Morgan Keegan started Bookham Tech (NASDAQ: BKHM) with an Outperform rating and said the company continues to benefit from a expanding customer base, timing of new product introductions, and new products.

OTHER INITIATIONS:

• Arris (NASDAQ: ARRS), Garmin (NASDAQ: GRMN) and Harmonic (NASDAQ: HLIT) were initiated at RBC Capital with Sector Perform ratings.
  
• Citigroup assumed Delphi Financial (NYSE: DFG) with a Hold rating and $23 target.
  
• VanceInfo (NYSE: VIT) was initiated with an Outperform rating and $12 target at Oppenheimer.

Cleveland-Cliffs Inc (NYSE: CLF), founded 160 years ago, is a global mining operator. It's the biggest producer of iron ore pellets in North America and is a major supplier of metallurgical coal. Over the past year, Cleveland's stock price has gone from $28.20 to a high of $121.95. No doubt, the company has benefited handsomely from the surge in the steel market.

Today, Cleveland has offered to pay $128 per share – a cool $10 billion – for Alpha Natural Resources, Inc. (NYSE: ANR), a high-quality Appalachian coal supplier. The expected pro forma enterprise value of the merged companies, which will be called Cliffs Natural Resources, is expected to be about $22 billion.

The metrics on the deal look enticing. By 2009, Cliffs should have revenues of $10 billion and EBITDA of $4.7 billion. Moreover, by 2010, there are expected to be at least $200 million in annual synergies.

All in all, the deal will increase scale, which is becoming essential as the steel industry consolidates. For example, Cliffs will have reserves of about one billion tons of iron ore and one billion tons of metallurgical and thermal coal.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

Alpha Natural (NYSE: ANR) will be acquired by Cleveland Cliffs (NYSE: CLF) in a cash and stock transaction valued at $10 billion.

ANR stockholders will receive 0.95 CLF common shares and $22.23 in cash. Based on CLF closing price on July 15, ANR shares would receive $128.12 per share.

ANR August option implied volatility of 86 is above its 26-week average of 64 according to Track Data, suggesting larger price movement.

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com

Before the bell: Futures lower ahead of data, earnings, despite Intel

Sun Microsystems (NASDAQ: JAVA) shares are trading nearly 8% higher in premarket action after announcing earnings forecast that was better analysts had expected.

Seagate (NYSE: STX) shares, however, dropped over 9% in after-hours trading Tuesday, after it forecast first quarter earnings below Street's estimates.

Sprint Nextel (NYSE: S) saw its shares jump 9.44% Tuesday. Reports say that SK Telecom is in talks with Sprint over potential deals.

Cleveland-Cliffs (NYSE: CLF) said it's going to buy Alpha Natural (NYSE: ANR) for $10 billion in cash and stock, putting a 35% premium on Alpha's stock. ANR shares are trading 27% higher in premarket action. CLF's, 4.5% lower.

"As steel prices continue to climb, one company that is set to profit handsomely is Cleveland-Cliffs (NYSE: CLF)," says Bill Martin.

Adding to the stock's appeal, the editor of BullMarket.com explains, "Event-driven hedge fund Harbinger Capital has been an aggressive buyer of the stock." Here's his review of the situation.

"Shares of Cleveland-Cliffs have been on fire, up over 150% year over year and they have more than doubled year to date. The Cleveland, Ohio-based company is the largest producer of iron ore pellets in North America and a major supplier of metallurgical coal to the global steel-making industry.

"Cleveland-Cliffs benchmarks iron ore prices to the price of steel, so when steel prices rise, so do iron ore prices. The company said all of its North American iron ore mines are producing at or near capacity.

"Cleveland-Cliffs ended the first quarter of 2008 with $186.5 million of cash and cash equivalents and $600 million in borrowings outstanding under an $800 million credit facility. The company expects to generate approximately $700 million in cash from operations in FY08 as it sells through its inventory.

"Event-driven hedge fund Harbinger Capital was an aggressive buyer of the stock in May, paying between $76.96 to $104.75 a share to add to its position in the name. For the month, the firm spent approximately $338.5 million to acquire nearly 3.7 million shares.

Cleveland Cliffs (NYSE: CLF), a producer of iron ore pellets, is at $116.55 in pre-open trading, above its close of $111.32.

Deutsche Bank says "Upping PT to US $150 on strong bulks." CLF over all option implied volatility of 61 is above its 26-week average of 54 according to Track Data, indicating larger share price movement.

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com.

TheStreet.com's Jim Cramer says the slide has to end somewhere -- eventually, we'll see a bid.

Is someone having a margin call? That's what I keep thinking as I watch the sickening slide in Motorola's (NYSE: MOT) (Cramer's Take) stock. How can Motorola go down so much? This is a company with a lot of money and some businesses that are doing excellently. It has great existing contracts with telcos.

But someone sells it and sells it hard every day. It almost feels that Carl Icahn has a margin call, post-Yahoo! (NASDAQ: YHOO) (Cramer's Take), or he has to sell MOT to fund Yahoo!, and that doesn't seem right.

Otherwise, how can we explain the endless selling? Sure, as Piper said yesterday, they are losing share in America, but does anyone think this company is going away? Does anyone think this company is some sort of regional bank with its destiny completely out of its hands, that reliance on housing coming back will determine its viability? This is only a $16 billion company now with sales that are almost twice that?