Analyst Upgrades

• Exxon Mobil (XOM), Netflix (NFLX), Noble Corp. (NE), Pioneer Natural (PXD) and Noble Energy (NBL) to buy from neutral at Goldman.
• Cenovus Energy (CVE) to conviction buy from neutral and Atwood Oceanics (ATW) to neutral from sell at Goldman as well.
• Southern Company (SO) to buy from hold at Citigroup.
• Chevron (CVX) to buy from neutral at BofA/Merrill.
• Ryder (R), Entergy (ETR) and Seaspan (SSW) to buy from hold at Jefferies.
• Gerdau (GGB), Crown Castle (CCI) and American Tower (AMT) to buy from neutral at UBS.
• Aon (AON) and Willis Group (WSH) to buy from neutral at Janney Capital.
• Ryland Group (RYL) to buy from neutral at Ticonderoga.

Analyst Upgrades

• Research In Motion (RIMM) to buy from sell and Gap (GPS) to hold from sell at Citigroup.
• Archer Daniels (ADM) and Airgas (ARG) to buy from hold at Jefferies.
• NCR Corp. (NCR) to conviction buy from neutral at Goldman.
• Valero Energy (VLO) to top pick from sector perform and Western Refining (WNR) to outperform from underperform at RBC Capital.
• Fred's (FRED) to overweight from neutral at JP Morgan.
• Marsh & McLennan (MMC), Willis Group (WSH) and Brown & Brown (BRO) to equal weight from underweight at Barclays.
• Host Hotels (HST) to outperform from neutral at RW Baird.
• La-Z-Boy (LZB) to strong buy from market perform at Raymond James.

Analyst Upgrades

• Home Depot (HD) to buy from neutral at Goldman.
• Delta Air Lines (DAL) to buy from neutral at BofA/Merrill.
• Heico (HEI) to outperform from sector perform at RBC Capital.
• Royal Dutch Shell (RDS.A) to outperform from neutral at Credit Suisse.
• MB Financial (MBFI) to outperform from neutral at RW Baird.
• Quest Diagnostics (DGX) to equal weight from underweight at Morgan Stanley.
• Oshkosh (OSK) to neutral from underweight at JPMorgan.
• Volterra (VLTR) and Silicon Laboratories (SLAB) to buy from neutral at Roth Capital.
• Ascena Retail Group (ASNA) to overweight from neutral at Piper Jaffray.
• Cytec Industries (CYT) to buy from hold at Deutsche Bank.

Like Willis Re (WSH) and Marsh & McLennan's (MMC) Guy Carpenter, reinsurance broker Aon Benfield (AOC) found risk-transfer pricing to have softened at the April 1, 2010 reinsurance renewal. It was the same story around the world: the Q1 catastrophes may do some damage to earnings, but the sector was sufficiently capitalized to absorb the shocks. In fact, Aon Benfield reported that the reinsurance industry had nearly returned to record capital levels. At the beginning 2008, the sector was in the same situation before the financial crisis and Hurricane Gustav and Ike depleted balance sheets on the same weekend in September.

The end of a year means a rush of data from the insurance and reinsurance industries, as treaties are renewed for the coming year. Catastrophe bonds are a part of this annual orgy of data production, as a flurry of activity occurs in December, with the industry's commitment to this form of alternative property-catastrophe risk-transfer setting the tone for the year to come. The cat bond market isn't big enough to push reinsurance rates, but you can generally get a sense of what the coming year will look like for cat bonds based on pricing for traditional reinsurance.

Lloyd's of London is poised to take some risks in 2010. In fact, it's ready to put more than $36 billion into the insurance and reinsurance world, according to analysts at reinsurance intermediary Guy Carpenter, a division of Marsh & McLennan (MMC).

The year-over-year increase could be as high as 27% compared to 2009, with the additional capacity coming from lower risk-transfer rates for some lines of business, though much of it is being offered to compensate for the weakness of the British pound relative to stronger currencies, such as the U.S. dollar.

Progressive (NYSE: PGR) an auto insurance company, closed at $14.50. PGR July option implied volatility is at 49, August is at 44; below its 26-week average of 60; according to Track Data, suggesting decreasing price movement.

Willis Group (NYSE: WSH) a brokerage and risk management company, closed at $25.66. WSH July and August option implied volatility of 44 is below its 26-week average of 54, according to Track Data, suggesting decreasing movement.

Marsh & McLennan (NYSE: MMC) closed at $20.39. MMC July option implied volatility is at 32, August is at 36; below its 26-week average of 47 according to Track Data, suggesting decreasing price movement.

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

Analyst upgrades:

• Janney Montgomery upgraded Aqua America (NYSE: WTR) to Buy from Neutral on valuation, viewing the recent weakness as a buying opportunity. The firm has a $19 target on the stock.
• UBS upgraded Gildan Activewear (NYSE: GIL) to Buy from Neutral due to customer Broder's improved liquidity and the improved outlook for margins.
• RBC Capital upgraded State Street (NYSE: STT) to Top Pick from Outperform and raised its target to $55 from $40. The analyst said the $2B capital raise addresses TCE ratio concerns and large unrealized losses in the investment portfolio.
• Sherwin-Williams (NYSE: SHW) was upgraded to Overweight from Neutral at JP Morgan.
• Advance Auto Parts (NYSE: AAP) was upgraded to Buy from Underperform at Banc of America/Merrill.
• M&T Bank (NYSE: MTB) was upgraded to Outperform from Market Perform at Bernstein.

MOST NOTEWORTHY:

• 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.

• 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.

MOST NOTEWORTHY:

• Wachovia downgraded Lehman (NYSE: LEH) to Market Perform from Outperform citing the larger capital raise, poorly marked assets, and lack of confidence.
  
• Jefferies downgraded PNM Resources (NYSE: PNM) to Hold from Buy citing valuation and lower contribution from the company's First Choice supply subsidiary.
  
• Hilb, Rogal and Hobbs (NYSE: HRH) was cut at Davenport to Neutral from Buy following the acquisition by Willis Group Holdings (NYSE: WSH).

• Merrill lowered Fortis (OTC: FORSY) to Neutral from Buy.
  
• Continental Resources (NYSE: CLR) was downgraded to Hold from Buy at Deutsche Bank.
  
• Calyon downgraded Helmerich and Payne (NYSE: HP) to Neutral from Add.

Willis Group Holdings (NYSE: WSH), the third largest insurance broker, is about to become much bigger. Yes, the company has announced a $2.1 billion acquisition of Hilb Rogal & Hobbs (NYSE: HRH). The transaction is half cash and half stock. Although, Willis plans a $1 billion buyback to sop up the shares.

Based on the financials, the deal looks smart. Willis plans to realize annualized synergies of about $140 million by 2012. What's more, the transaction should be accretive to cash earnings on the close (which is expected in the Q4).

More importantly, Willis is likely to boost its growth. After all, there will be a doubling of North American revenues. There will also be a stronger footprint in New York, Boston, New Jersey, California, Florida, Philadelphia and Illinois. In other words, expect more pressure on McLennan Cos. (NYSE: MMC) and Aon (NYSE: AOC).

Something else: HRH will add expertise in key areas like personal lines, healthcare, environmental and executive risk.

No doubt, Willis is engaging in a transformative acquisition. The deal is the biggest in the sector since Marsh & McLennan's purchase of Sedgwick Group in 1998.

There are definitely some big risks for Willis.

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.