Analyst upgrades:

• FBR Capital upgraded U.S. Bancorp (NYSE: USB) and New York Community Bancorp (NYSE: NYB) to Market Perform from Underperform to reflect a new valuation framework. The firm raised its target on U.S. Bancorp to $21 from $14 and on New York Community Bancorp to $10 from $9.
• Stephens upgraded Insulet (NASDAQ: PODD) to Overweight from Equal Weight to reflect the company's top-line growth prospects and reasonable expectations. The firm raised its target on shares to $14 from $8.
• Baird upgraded Athenahealth (NASDAQ: ATHN) to Outperform from Neutral and raised its target to $46 from $37 based on expectations for revenue and gross margin expansion, and relative valuation.
• Broadcom (NASDAQ: BRCM) was upgraded to Overweight from Equal Weight at Barclays.
• Phillips-Van Heusen (NYSE: PVH) was upgraded to Buy from Neutral at BofA/Merrill.
• Reliant Energy (NYSE: RRI) was upgraded to Conviction Buy from Neutral at Goldman.

Analyst upgrades:

• Deutsche Bank upgraded Garmin (NASDAQ: GRMN) to Hold from Sell as it believes the company's second half of 2009 is tracking better than expected due to retailer restocking. Deutsche raised its target on shares to $33 from $15 but thinks Garmin's long-term trends remain unfavorable.
• Goldman upgraded Fortune Brands (NYSE: FO) to Buy from Neutral citing potential EPS improvement driven by the Home division. Fortune Brands price target to $49 from $45. Note that the firm downgraded General Mills to Neutral from Buy.
• Oppenheimer upgraded FPIC Insurance (NASDAQ: FPIC) to Outperform from Perform to reflect the company's acquisition of Advocate MD and management's commitment to share repurchases. The firm set a $49 price target on the stock.
• PPG Industries (NYSE: PPG) and Olin Corp. (NYSE: OLN) were upgraded to Neutral from Sell at UBS.
• Synovus (NYSE: SNV) was upgraded to Neutral from Underperform at BofA/Merrill.
• Take-Two (NASDAQ: TTWO) was upgraded to Overweight from Neutral at Piper Jaffray.

Analyst upgrades:

• Keefe Bruyette upgraded Affiliated Managers Group (NYSE: AMG) to Market Perform from Outperform to reflect the rebound in equity and fixed income markets as well as an attractive risk/reward profile. The firm raised its target on shares to $72 from $61.
• Jefferies upgraded AGCO Corp. (NYSE: AGCO) to Buy from Hold as it believes equipment sales in Brazil are holding up better than expected and farm stimulus should set a floor in sales. The firm raised its target on shares to $36 from $25.
• Deutsche Bank upgraded ArcelorMittal (NYSE: MT) to Buy from Hold to reflect reduced balance sheet risk and a more positive view on the steel sector. The raised its target on shares to $42 from $23
• Yahoo! (NASDAQ: YHOO) was upgraded to Buy from Hold at Citigroup.
• Synovus (NYSE: SNV) was raised to Buy from Neutral at SunTrust.
• First American (NYSE: FAF) was lifted to Overweight from Equal Weight at Stephens.

Analyst upgrades:

• Friedman Billings upgraded Synovus (NYSE: SNV) to Market Perform from Underperform on valuation following the recent weakness. BASF (OTC: BASFY) and Akzo Nobel (OTC: AKZOY) were upgraded to Buy from Neutral at UBS on valuation and believes cash flows can cover the company's dividend.
• JP Morgan upgraded H.B. Fuller (NYSE: FUL) to Overweight from Neutral citing benefits from lower raw material costs.
• CA, Inc (NASDAQ: CA) was added to Goldman's Conviction Buy List.
• Goldman removed Boeing (NYSE: BA) from the Conviction Sell List.
• WABCO Holdings (NYSE: WBC) was upgraded to Buy from Hold at KeyBanc.

Analyst downgrades:

• Oppenheimer downgraded Giant Interactive (NYSE: GA) to Perform from Outperform following the company's Q3 results as they believe a recovery of revenue from ZT Online will take longer than expected.
• Friedman Billings cut Walter Industries (NYSE: WLT) to Market Perform from Outperform as they believe the decline in steel demand will pressure met coal prices. The company's target was lowered to $30 from $53.
• Citigroup downgraded shares of Atlas Pipeline (NYSE: AHD) Holdings to Sell from Hold as they believe the company could potentially be in violation of its debt covenants as early as Q1. The company's target was lowered to $4 from $31.
• Oracle (NASDAQ: ORCL) was removed from Goldman's Conviction Buy List.
• Dover (NYSE: DOV) and Emerson Electric (NYSE: EMR) were downgraded to Underweight from Neutral at JP Morgan.

Analyst initiations:

Analyst upgrades:

• Goldman upgraded shares of Novartis (NYSE: NVS) to Buy from Neutral as they believe the Alcon (NYSE: ACL) acquisition has diversified the company's business.
  
• Tyson Foods (NYSE: TSN) was upgraded to Equal Weight from Underweight on valuation.
  
• JP Morgan raised Albermarle (NYSE: ALB) to Overweight from Neutral.
  
• BMO Capital upgraded Wynn Resorts (NASDAQ: WYNN) to Outperform from Market Perform.
  
• Synovus Financial (NYSE: SNV) was lifted to Buy from Hold at Sterne Agee.

Analyst downgrades:

• Morgan Stanley downgraded Reynolds American (NYSE: RAI) to Underweight from Equal Weight based on the impact from Altria's (NYSE: MO) purchase of competitor UST (NYSE: UST), which may result in pricing pressure.
  
• Goldman downgraded AstraZeneca (NYSE: AZN) to Sell from Neutral as they believe shares do not support near-term fundamentals.
• Max Capital (NASDAQ: MXGL) was downgraded to neutral from Buy at Banc of America.
  
• AudioCodes (NASDAQ: AUDC) was lowered at Merrill to Neutral from Buy.
  
• Pinnacle Financial (NASDAQ: PNFP) was downgraded to Neutral from Outperform at Baird.

MOST NOTEWORTHY: Tronox, Willis Group and Synovus FInancial were today's noteworthy downgrades:

• Lehman downgraded Tronox (NYSE: TRX) to Underweight from Equal Weight citing increased costs in freight, process, and energy costs, and end market weakness.
  
• Citigroup downgraded shares of Willis Group (NYSE: WSH) to Hold from Buy as they believe the acquisition of Hilb, Rogal and Hobbs (NYSE: HRH) will limit margins and stock upside through 2009. Citigroup lowered their target price to $36 from $40.
  
• Morgan Keegan downgraded Synovus Financial (NYSE: SNV) to Market Perform from Outperfrom citing concerns related to potential losses to the construction and development portfolio and a likely dividend cut.

OTHER DOWNGRADES:

• Tween Brands (NASDAQ: TWB) and Gymboree (NASDAQ: GYMB) were downgraded to Market Perform from Outperform at Friedman Billings.
  
• Jefferies cut Asset Acceptance (NASDAQ: AACC) to Underperform from Hold.
  
• Merill downgraded Orient-Express (NYSE: OEH) to Underperform from Neutral.

Jim Cramer came onto MAD MONEY tonight saying he thinks that Total Systems Services Inc. (NYSE: TSS) is one that can be taken over next in a sector and $40 would be a fair price based on Alliance Data prices. Synovus Financial Corp. (NYSE: SNV) is the parent and Third Point is now being an activist investor. The earnings growth of 18% is reason enough to own this. Cramer did note that he is concerned that Automatic Data Processing Inc. (NYSE: ADP) might be acquired first.

Before you trust Cramer, there are some other instances to look at: Alliance Data Systems (NYSE: ADS) was just acquired, First Data Corp. (NYSE: FDC) is going private, and even Bisys Group Inc. (NYSE: BSG) got gobbled up. Keep in mind that some of the premiums in this sector have been small. ADS was nearly a 20% stock jump, but BSG was a horrible low-premium buyout. In making any "buyout projections" you really need to make sure that these stocks are ones you want to own on your own. Picking a company for a buyout just "for the speculation of a buyout" is a strategy that can be more than painful regardless of how nutty private equity deals get.

Total System Services Inc. (NYSE:TSS) provides electronic payment processing in North America, Europe and the Asia Pacific region. Related offerings include credit authorization, account management, call-center operations and fraud monitoring. Total System Services is more than 80-percent owned by Synovus Financial Corp. (NYSE:SNV) and accounts for about one-third of that firm's total revenue.

The company had good news for investors last week, when it reported Q4 EPS of 44 cents and revenues of $503.9 million. Analysts had been expecting 24 cents and $434.8 million. Management also guided FY07 revenues to $1.69-$1.73 billion ($1.71B consensus) and said it expects 2007 net income to rise by 14-17% (8-10% prior guidance). Shares popped on the news and are now consolidating the gain in a bullish "flag" pattern. Equities frequently exit flags moving in the same direction they were traveling when they entered them. In this case, that would be to the upside.

Brokers recommend the stock with one "buy", thirteen "holds" and one "sell." The TSS P/E ratio (23.42), PEG ratio (1.80), Price to Sales ratio (3.26), Price to Cash Flow ratio (13.54), Price to Free Cash Flow ratio (20.67), EPS Growth rate (76.00%), Operating Margin (19.98%), Net Profit Margin (13.75%), Return on Assets (16.08%), Return on Investment (19.88%) and Return on Equity (22.35%) compare favorably with industry, sector and S&P 500 averages.

Institutional investors hold about eight percent of the outstanding shares. Over the past fifty-two weeks, TSS has traded between $17.87 and $30.75. A stop-loss of $25.60 looks good here.

Larry Schutts is a contributing editor for Theflyonthewall.com and the Vice-President of Stockwinners.com.