Wednesday, June 24, 2009

The Coppock Indicator


WMA[10] of (ROC[14]+ROC[11]

Prediction is very difficult, especially if it's about the future

Today Honestly Lay Bare ventures into the complex (at least to Honestly Lay Bare) world of stock market indicators and their relevance to the world of internal controls.

Lets start with the stock market indicator of choice at the moment – The Coppock Indicator.

The Coppock Indicator is a means of tracking market emotion though the extremely unemotional science of technical analysis.

The measure was first constructed by Edwin Coppock in 1962.

Coppock, the founder of Trendex Research in Texas, was an economist. He had been asked by the American Episcopal Church to identify buying opportunities for long term investors – that is, the start of a bull market. He thought market downturns were like bereavements and required a period of mourning. He asked the church bishops how long a period of mourning took for people and their answer was 11 to 14 months so he used those periods as the basis for his measure.

Accordingly, the Coppock Indicator is the sum of a 14 month rate of change in an index and 11 month rate of change. This is then smoothed by a 10 period weighted moving average.

When the curve starts to increase from less than zero, it is a ‘buy’ signal. The deeper the indicator below zero, the stronger the rally.

The indicator's signal does not emerge at the bottom, but comes as a rally is established.

Traditionally calculated every month, it began hinting at an upturn in May. Followers have now seen buy signals in markets ranging from New York to London to Tokyo.

The measure has a strong track record correctly predicting 16 United States rallies from 17 buy signals in the post-war era.

**

It is this consistency of success that got Honestly Lay Bare thinking.

Why is that we – as practitioners in the emotional science of independent assurance – do not have an indicator of the strengthening of an internal control environment.

Sure we can compare the same audited area between two reviews and assess whether there has been an improvement or decrease based on audit findings but that fails to take into account that it is unlikely that any one review undertaken a couple of years apart will be identical in terms of scope; management or market conditions or even auditors.

Equally we can suggest that a change in management leads to a strengthened internal control environment but we are all seasoned enough to know that that isn’t always the case.

So … where does that leaves us with what we will call the HLB Controls Indicator.

Here is our attempt at defining what constitutes a real time strengthening of an internal control environment.

Take the weighted 12 monthly average of results actual versus budget; the weighted 12 monthly average of the number of lost days through injury and then add in the weighted 12 monthly average of overdue outstanding internal control rectification recommendations.

So if you are seeing the actual v budget as a positive it shows that there is better than expected performance.

If you are seeing a decrease in the days lost to injury you are seeing either good luck or good processes at work.

Finally if you are seeing a reduction in the number of overdue outstanding internal control rectification recommendations, you are witnessing management diligence at play.

There you have your starting point for assessing the strengthening (or weakening) of an organisation’s internal control environment.

**

Will it – like the Coppock Indicator – be a strong indicator?

Who knows.

One thing that Honestly Lay Bare DOES know is that WITHOUT an indicator like the one proposed NO ONE will know!
Honestly Lay Bare is taking a two week summer / winter break ... depending on where you are!
We will return in the week commencing 13th July.

Wednesday, June 17, 2009

The Hoax of the Century?



The Y2K problem is the electronic equivalent of the El NiƱo and there will be nasty surprises around the globe.

John Hamre
United States Deputy Secretary of Defense


If – like Honestly Lay Bare – you were involved in either risk management or internal audit ten years ago, one can say with certainty that in July 1999 you, your organisation, your shareholders and your regulators were focused on one key risk – what was then known as the Year 2000 problem.

The Year 2000 problem (also known as the Y2K problem, the millennium bug, the Y2K bug, or simply Y2K) was a computer bug resulting from the practice in early computer program design of representing the year with two digits.

This time code ambiguity caused some date-related processing to operate incorrectly for dates and times on and after January 1, 2000 and on other critical dates which were billed event horizons. Without corrective action, long-working systems would break down when the "...97, 98, 99..." ascending numbering assumption suddenly became invalid. Companies and organizations world-wide checked, fixed, and upgraded their computer systems.

The Year 2000 problem was the subject of the early book, "Computers in Crisis" by Jerome and Marilyn Murray (Petrocelli, 1984; reissued by McGraw-Hill under the title "The Year 2000 Computing Crisis" in 1996). The first recorded mention of the Year 2000 Problem on a Usenet newsgroup occurred Saturday, January 19, 1985 by Usenet poster Spencer Bolles.

The acronym Y2K has been attributed to David Eddy, a Massachusetts programmer. He later said, "People were calling it CDC (Century Date Change) and FADL (Faulty Date Logic)”.

Special committees were set up by governments to monitor remedial work and contingency planning, particularly by crucial infrastructures such as telecommunications, utilities and the like, to ensure that the most critical services had fixed their own problems and were prepared for problems with others.

It was only the safe passing of the main "event horizon" itself, January 1, 2000, that fully quelled public fears.

**

Two very different approaches were used to solve the Year 2000 problem in legacy systems:

• Date expansion: 2-digit years were expanded to include the century (becoming 4-digit years) in programs, files and databases. This was considered the "purest" solution, resulting in unambiguous dates that are permanent and easy to maintain. However, this method was costly, requiring massive testing and conversion efforts, and usually affecting entire systems.

• Windowing: 2-digit years were retained, and programs determined the century value only when needed for particular functions, such as date comparisons and calculations. This technique, which required installing small patches of code into programs, was simpler to test and implement than date expansion, thus much less costly. While not a permanent solution, windowing fixes were usually designed to work for several decades. This was thought acceptable, as older legacy systems eventually get replaced by newer technology.

**

When January 1, 2000 arrived, there were problems generally regarded as minor.

Problems did not always have to occur precisely at midnight. Some programs were not active at that moment and would only show up when they were invoked. Not all problems recorded were directly linked to Y2K programming in a causality; minor technological glitches occur on a regular basis.

Reported problems include:

• In Ishikawa, Japan, radiation-monitoring equipment failed at midnight, but officials said there was no risk to the public.

• In Onagawa, Japan, an alarm sounded at a nuclear power plant at two minutes after midnight.

• In Japan, at two minutes past midnight, Osaka Media Port, a telecommunications carrier, found errors in the date management part of the company's network. The problem was fixed by 2:43 a.m. and no services were disrupted.

• In Australia, bus-ticket-validation machines in two states failed to operate.

• In the United States, 150 slot machines at race tracks in Delaware stopped working.

• In the United States, the U.S. Naval Observatory, which runs the master clock that keeps the country's official time, had a Y2K glitch on its Web site. Due to a programming problem, the site reported that the date was Jan. 1, "19100”.

• In France, the national weather forecasting service, Meteo France, said a Y2K bug made the date on a webpage show a map with Saturday's weather forecast as "01/01/19100".

As the new year dawned, questions began to be asked whether all the effort had been worthwhile and whether the ‘fix on failure’ approach rather than the remediation approach would have been the most efficient and cost effective way to solve the problem.

The Wall Street Journal a number of years later editorialized that it was an “end-of-the-world cult and the hoax of the century.”

This view was supported by:

• The lack of Y2K-related problems in schools, many of which undertook little or no remediation effort. By September 1, 1999 only 28 percent of US schools had achieved compliance for mission critical systems, and a government report predicted that "Y2K failures could very well plague the computers used by schools to manage payrolls, student records, online curricula, and building safety systems".

• The lack of Y2K-related problems in an estimated 1.5 million small businesses that undertook no remediation effort. On 3 January 2000 (the first weekday of the year) the Small Business Administration received an estimated 40 calls from businesses with computer problems, similar to the average. None of the problems were critical.

• The lack of Y2K-related problems in countries such as Italy, which undertook a far more limited remediation effort than the United States. In an October, 1999 report, a US Senate Committee expressed concern about safe travel outside of the United States. The report stated that overseas public transit systems were considered vulnerable because many did not have an aggressive response plan in place for any problems. Internationally, the report singled out Italy, China and Russia as poorly prepared. The Australian Government evacuated all but three embassy staff from Russia. None of these countries experienced any Y2K problems regarded as worth reporting.

• The absence of Y2K-related problems occurring before January 1, 2000, even though the 2000 financial year commenced in 1999 in many jurisdictions, and a wide range of forward-looking calculations involved dates in 2000 and later years. Estimates undertaken in the leadup to 2000 suggested that around 25% of all problems should have occurred before 2000. Critics of large-scale remediation argued, during 1999, that the absence of significant problems, even in systems that had not been rendered compliant, suggested that the scale of the problem had been severely overestimated.

**

On New Year’s Eve 1999, Honestly Lay Bare and the future Mrs Honestly Lay Bare found themselves at a party in a high rise apartment on the Gold Coast in Queensland, Australia.

For those of you that know the area you will know that on a clear night when one is at that height you can see into the neighboring state, New South Wales.

Due to the fact that New South Wales observes day light saving and Queensland didn’t in 1999 (and still doesn’t) we were in the fortunate position to be able see 2000 be ushered in in New South Wales an hour ahead of it being observed in Queensland.

As midnight passed in New South Wales we were able to see the lights stay on (and the fireworks explode) and about a minute past twelve (NSW time) we saw a plane fly past into Queensland airspace.

It was at that moment that we were thankful that we hadn’t done the sacrificial act of offering to be at work come the turn of the New Year.

**

Perhaps though Honestly Lay Bare was most blessed by having an “insightful” boss at the time.

The boss was clearly a student of the Gregorian Calendar as he held the view that the “Millennium Bug” was coming a year too early as the first year of the 21st century and the third millennium occurred in the year 2001 not the year 2000 because the first century began with the year AD1 (there was no year zero).

For Honestly Lay Bare’s then boss – well … he had another year to fix the problem after everyone else!

Tuesday, June 9, 2009

The Ghost of John Trevor



No one will question your integrity if your integrity is not questionable.

As auditors we are often asked why we “waste time” auditing the expenses of management when there are – supposedly – more important and material matters of business over which we should be providing assurance.

The British Parliament’s expense scandal IS the reason.

Honestly Lay Bare is of the school of thought that the most important aspect of an internal control environment is the tone at the top.

As we have seen in Britain over the last month once there are doubts as to the honesty or integrity of those that we have either elected or have been appointed to lead then the faith that the led (or the shareholders) have in the leaders is irreplaceably damaged.

How did the reputation of one of the most prestigious establishments in the world become so tarnished?

**

The most widespread abuses relate to the Additional Costs Allowance, which exists to reimburse Members of Parliament (MP) for the cost of running a second home, either in their constituency or in London.

Dozens of MPs switch their “second” home from London to their constituency, and sometimes back again, to enable them to carry out extensive renovations or buy household goods for both properties.

Although parliamentary rules state that a second home should be the one where an MP spends the least time, officials in the department that signs off expenses were powerless to prevent members arbitrarily nominating different addresses at different times. Because all addresses were censored when the expenses claims are published, there was no way of knowing that such apparent abuses were going on.

Jacqui Smith, the Home Secretary, nominated her main family home as her “second” home so she can charge the taxpayer for her household bills and mortgage interest payments while living cheaply in flats or even the spare rooms of friends or relatives in London.

In some cases, MPs appear to be guilty of profiteering by spending thousands of pounds doing up flats or houses, charging the taxpayer for “repairs” then selling them on, before starting the whole process again at a new address.

Parliamentary rules forbid MPs from charging for work which “enhances” a property and makes it more saleable, but the details of some claims suggest otherwise; they range from a £14,000 claim for a wet room to £8,000 worth of fitted bookcases.

The London Daily Telegraph discovered numerous cases of MPs buying furniture, including beds, wardrobes and armchairs, which are delivered to their “first” home and then claimed as expenses for their “second” home. In some cases the claims are queried, before being paid when MPs make assurances they have shifted the items to the other address.

Accountants in the Department of Finance and Administration appeared unable or unwilling to query the MPs’ integrity, even when invoices for thousands of pounds of building work are submitted with the wrong address on them — raising questions about not just MPs, but also about those who police the system.

Because MPs can claim up to £24,222 each year for their second home, some MPs appear to go on spending sprees at the end of the financial year to “use up” what they have not already claimed.

Some also appear to take advantage of rules which allowed them, until recently, to claim up to £250 in any category without submitting a receipt, resulting in a rash of claims for cleaners, gardeners and repair bills which came in at £249 per month. And because MPs can claim up to £400 per month for food, with no need for receipts, some put in claims for precisely that amount every month, even during the recess when they are not expected to live at their “second” home.

Other tricks of the MPs’ trade come into play when they decide to step down from Parliament, with some arranging expensive building work on their homes just prior to leaving the Commons before selling them on at a profit. Others are thought to avoid capital gains tax when they sell their “second” homes by telling HM Revenue and Customs that the property is, in fact, their main home and hence is exempt from tax.

**

As disturbing as this account is it struggles to matches the wrongdoings of Sir John Trevor in the service of the interests of his King and Country.

Today, Honestly Lay Bare travels back in time 300 years to meet Sir John.

Sir John was a Welsh judge and lawyer, who was found guilty of "a high crime and misdemeanour" for accepting a bribe in 1695.

He became Speaker of the English House of Commons (the lower house of the English Parliament) in 1685, briefly losing it before being reappointed in 1690. He was also Master of the Rolls.

(Apparently Sir John was severely cross eyed and it was said to affect his ability at times to identify people on the floor of the House. It has led to the modern tradition of the Speaker naming the MP before he speaks).

In the 17th Century, the Speaker had control over the House of Commons agenda and could authorise private member's bills.

His downfall came when the City of London asked Sir John if he could put through a bill on their behalf, and he agreed to do it for 1,000 guineas (equivalent to around £1.6 million in 2009).

But he was found out and efforts were launched to remove him from the post for bribery.

Sir John initially resisted the moves to throw him out but he finally had to go in March 1695.

He was the only Speaker of the Commons to be forced out of the post in the last 300 years.

That is until the Daily Telegraph started reporting on the expense reimbursement practices of British politicians – leading to the resignation of the current speaker, Michael Martin and in the eyes of many a generational decline in the respect for the institution of governance that is the British Parliament.

**

It would be a wise man to suggest that the British Parliament and the Members that serve her have learnt the lessons of 300 years ago or the lessons of the last month.

For the sake of Britain’s reputation, let’s hope they have.

Wednesday, June 3, 2009

How the Mighty Fall



The signature of the truly great against the merely successful is not the absence of difficulty. It's the ability to come back from setbacks, even cataclysmic catastrophes, stronger than before.


Jim Collins is the author of the massively sold “Built to Last” and “Good to Great” management books on the foundations of successful companies.

His current book – "How the Mighty Fail: And Why Some Companies Never Give In” – has just been released and explores the journey that companies take down the road of broken dreams as they slide into oblivion and terminal decline.

Honestly Lay Bare diverts from its usual approach this week to reproduce extracts from an article by Collins in the May 14th edition of Business Week as it goes the very mandate that we as risk professionals task ourselves with.

And given the fact that this post is coming out one day after the bankruptcy of General Motors, we have attached at the bottom of Collins' piece an article from Tuesday's Wall Street Journal.

General Motors demise is the real time manifestation of Collins' observations.


**

I've come to see institutional decline like a disease: harder to detect but easier to cure in the early stages; easier to detect but harder to cure in the later stages. An institution can look strong on the outside but already be sick on the inside, dangerously on the cusp of a precipitous fall.

We had a substantial amount of data collected from prior research studies, consisting of more than 6,000 years of combined corporate history. From this data set, we identified a set of once-great companies that fell and constructed a set of "success contrasts" that had risen in the same industries during the era when our primary study companies declined. Our principal effort focused on a two-part question: What happened leading up to the point at which decline became visible, and what did the company do once it began to fall?

Our comparative and historical analysis yielded a descriptive model of how the mighty fall that consists of five stages that proceed in sequence. And here's the really scary part: You do not visibly fall until Stage 4! Companies can be well into Stage 3 decline and still look and feel great, yet be right on the cusp of a huge fall. Decline can sneak up on you, and—seemingly all of a sudden—you're in big trouble.

Even so, I ultimately see this as a work of well-founded hope.

With a road map to decline in hand, institutions heading downhill might be able to apply the brakes early and reverse course. We've found companies that recovered—in some cases, coming back even stronger—after having crashed down into the depths of Stage 4. Our research indicates that organizational decline is largely self-inflicted, and recovery largely within our own control. So long as you never fall all the way to Stage 5, you can rebuild.

STAGE 1: HUBRIS BORN OF SUCCESS

Great enterprises can become insulated by success; accumulated momentum can carry an enterprise forward for a while, even if its leaders make poor decisions or lose discipline.

Stage 1 kicks in when people become arrogant, regarding success virtually as an entitlement, and they lose sight of the true underlying factors that created success in the first place.

When the rhetoric of success ("We're successful because we do these specific things") replaces penetrating understanding and insight ("We're successful because we understand why we do these specific things and under what conditions they would no longer work"), decline will very likely follow. Luck and chance play a role in many successful outcomes, and those who fail to acknowledge the role luck may have played in their success—and thereby overestimate their own merit and capabilities—have succumbed to hubris.

The best leaders we've studied never presume they've reached ultimate understanding of all the factors that brought them success.

For one thing, they retain a somewhat irrational fear that perhaps their success stems in large part from fortuitous circumstance.

Suppose you discount your own success ("We might have been just really lucky/were in the right place at the right time/have been living off momentum/have been operating without serious competition") and thereby worry incessantly about how to make yourself stronger and better-positioned for the day your good luck runs out.

What's the downside if you're wrong? Minimal: If you're wrong, you'll just be that much stronger by virtue of your disciplined approach.

But suppose instead you succumb to hubris and attribute success to your own superior qualities ("We deserve success because we're so good/so smart/so innovative/so amazing").

What's the downside if you're wrong? Significant. You just might find yourself surprised and unprepared when you wake up to discover your vulnerabilities too late.

STAGE 2: UNDISCIPLINED PURSUIT OF MORE

Hubris from Stage 1 ("We're so great, we can do anything!") leads right to Stage 2, the Undisciplined Pursuit of More—more scale, more growth, more acclaim, more of whatever those in power see as "success."

Companies in Stage 2 stray from the disciplined creativity that led them to greatness in the first place, making undisciplined leaps into areas where they cannot be great or growing faster than they can achieve with excellence—or both. When an organization grows beyond its ability to fill its key seats with the right people, it has set itself up for a fall. Although complacency and resistance to change remain dangers to any successful enterprise, overreaching better captures how the mighty fall.

Discontinuous leaps into areas in which you have no burning passion is undisciplined.

Taking action inconsistent with your core values is undisciplined.

Investing heavily in new arenas where you cannot attain distinctive capability, better than your competitors, is undisciplined.

Launching headlong into activities that do not fit with your economic or resource engine is undisciplined.

Addiction to scale is undisciplined.

To neglect your core business while you leap after exciting new adventures is undisciplined.

To use the organization primarily as a vehicle to increase your own personal success—more wealth, more fame, more power—at the expense of its long-term success is undisciplined.

To compromise your values or lose sight of your core purpose in pursuit of growth and expansion is undisciplined.

STAGE 3: DENIAL OF RISK AND PERIL

As companies move into Stage 3, internal warning signs begin to mount, yet external results remain strong enough to "explain away" disturbing data or to suggest that the difficulties are "temporary" or "cyclic" or "not that bad," and "nothing is fundamentally wrong."

In Stage 3, leaders discount negative data, amplify positive data, and put a positive spin on ambiguous data.

Those in power start to blame external factors for setbacks rather than accept responsibility.

The vigorous, fact-based dialogue that characterizes high-performance teams dwindles or disappears altogether. When those in power begin to imperil the enterprise by taking outsize risks and acting in a way that denies the consequences of those risks, they are headed straight for Stage 4.

STAGE 4: GRASPING FOR SALVATION

The cumulative peril and/or risks gone bad of Stage 3 assert themselves, throwing the enterprise into a sharp decline visible to all.

The critical question is: How does its leadership respond?

By lurching for a quick salvation or by getting back to the disciplines that brought about greatness in the first place? Those who grasp for salvation have fallen into Stage 4.

Common "saviors" include a charismatic visionary leader, a bold but untested strategy, a radical transformation, a dramatic cultural revolution, a hoped-for blockbuster product, a "game-changing" acquisition, or any number of other silver-bullet solutions. Initial results from taking dramatic action may appear positive, but they do not last.

When we find ourselves in trouble, when we find ourselves on the cusp of falling, our survival instinct and our fear can prompt lurching—reactive behavior absolutely contrary to survival.

The very moment when we need to take calm, deliberate action, we run the risk of doing the exact opposite and bringing about the very outcomes we most fear. By grasping about in fearful, frantic reaction, late Stage 4 companies accelerate their own demise.

Of course, their leaders can later claim: "But look at everything we did. We changed everything. We tried everything we could think of. We fired every shot we had, and we still fell. You can't blame us for not trying."

They fail to see that leaders atop companies in the late stages of decline need to get back to a calm, clear-headed, and focused approach.

If you want to reverse decline, be rigorous about what not to do.

STAGE 5: CAPITULATION TO IRRELEVANCE OR DEATH

The longer a company remains in Stage 4, repeatedly grasping for silver bullets, the more likely it will spiral downward.

In Stage 5, accumulated setbacks and expensive false starts erode financial strength and individual spirit to such an extent that leaders abandon all hope of building a great future.

In some cases the company's leader just sells out; in other cases the institution atrophies into utter insignificance; and in the most extreme cases the enterprise simply dies outright.

The point of the struggle is not just to survive, but to build an enterprise that makes such a distinctive impact on the world it touches (and does so with such superior performance) that it would leave a gaping hole—a hole that could not be easily filled by any other institution—if it ceased to exist.

To accomplish this requires leaders who retain faith that they can find a way to prevail in pursuit of a cause larger than mere survival (and larger than themselves) while also maintaining the stoic will needed to take whatever actions must be taken, however excruciating, for the sake of that cause.
**


June 2, 2009 - The Wall Street Journal

A Saga of Decline and Denial


DETROIT -- The beginning of the end for General Motors Corp. as an independent company was marked by a denial.

Rick Wagoner, then GM's chief executive, stepped up to a podium in a Dallas hotel July 10 to address an audience of Texas business leaders, and outlined his view: The struggling car maker might have to sell its Hummer brand, but the rest of the company was safe. And as for Wall Street speculation of a bankruptcy filing, no way.

Reports speculating about bankruptcy, he said, "don't help anything and are completely inaccurate."

But over the course of the next 10 months, nothing could stem the company's slide. Mr. Wagoner was eventually forced out. By Monday morning the bankruptcy papers had been filed and the U.S. government was poised to own a majority stake in the company.

It was quite a drop.

Once, General Motors was Microsoft and Apple and Toyota all rolled into one.

GM set the standard of how a company should be run, how utilitarian products could be made cool and how they should be sold. It helped win a world war, drive American prosperity and reinvigorate business-school curricula.

"Nobody else could cover the whole range of the marketplace like GM, not Ford, not Chrysler," said Gerald Meyers, a former chief executive of American Motors Corp. and now a professor of business management at the University of Michigan.

In the end, though, GM was a victim of its own success -- its path to bankruptcy paved with the very management, marketing and labor practices that made it the world's largest and most profitable company for much of the 20th century. Strategies that had once been deemed innovative "became a millstone on the whole company," said Mr. Meyers.

Building a Giant

Founded in 1908 by William C. "Billy" Durant, a high-school dropout who had risen to president of the Buick Motor Co., GM was initially set up as a holding company to acquire other auto makers. It soon took over Oldsmobile, Cadillac and Oakland, which would later change its name to Pontiac, and eventually Chevrolet.

Under the leadership of Alfred P. Sloan, a Massachusetts Institute of Technology-trained engineer who ran the company in the 1920s, the company pioneered a strategy for organizing its various divisions in a way that would fuel its growth for decades.

The idea was to use the brands to offer a "a car for every purse and purpose," as Mr. Sloan described it. Chevrolet made affordable cars. Pontiac and Oldsmobile were progressively more upscale. Buick was a true premium brand and Cadillac the pinnacle of luxury. Together they formed a "ladder of success," allowing customers to move up as their station in life improved, without having to leave the GM family.

Surpassing Ford

In 1932, a focused GM moved past its older rival, Ford Motor Co., to become the world's largest car maker -- a title it would hold for 77 years. By the late 1950s, GM alone had 50% of the U.S. auto market.

GM wasn't just immensely profitable. It was cool, too. The company's hot models, such as the Corvette and Camaro, had the same cachet as the iPhone curries among today's younger generations, and inspired pop songs like "GTO" and "409." As the Beach Boys crooned: "She's real fine, my 409."

For a time, GM dominated so much of the American auto market that the government questioned whether it should use antitrust laws to break up the company -- the same kinds of issues that plagued Microsoft Corp.

In the 1970s, trouble started. Japanese auto makers were gaining market share with well-made small cars, helped by two spikes in oil prices.

Blurred Identities


GM's strategy of offering a multiplicity of brands started to fray. To cut costs, GM began stocking its makes with nearly identical cars. That blurred the differences between brands and made it hard for consumers to tell a Chevy from a Pontiac or a Buick.

To confront the rising threat from foreign auto makers, GM in 1985 created an entirely new brand, Saturn, at a cost of several billion dollars. It was set up as a separate car company whose mission was to win back customers who had defected to foreign makes.

By the mid-1990s, GM had added two more brands -- Saab, a niche auto maker based in Sweden, and Hummer, maker of hulking military vehicles. With so many nameplates to manage, and rising competition from the likes of Toyota and Honda Motor Co., GM struggled to develop enough new models for all of its brands. While spending heavily on new models to pump up Oldsmobile, GM let Saturn languish, and its sales shriveled.

In 2000, Rick Wagoner was named CEO. He took the reins intending to reinvent the company. In one of his first moves, he decided it was futile to keep Oldsmobile. It proved costly, as GM had to compensate dealers who lost Olds franchises. Analysts estimated the tab at $2 billion.

To preserve GM's market share, Mr. Wagoner set out to revive Saturn and GM's other smaller brands. As part of that mission, he hired Robert Lutz, a former Chrysler CEO and renowned car guru, to develop a new generation of cars. Billions of dollars were allocated to the cause. The smaller brands -- Buick, Pontiac, Saturn -- would get first dibs ahead of GM's biggest and strongest brand, Chevrolet.

A string of flashy new models conceived under Mr. Lutz showed up in the weaker brands. Pontiac and Saturn each got a roadster, the Buick LaCrosse, Pontiac G6 and Saturn Aura midsize sedans arrived while Chevrolet had to wait for a new Malibu.

At the beginning of 2005, GM's business began unraveling. Years of heavy sales incentives had gutted its profit margins, and the company warned a significant loss was likely that year.

By March, there were signs that some people inside GM might be having doubts about the brand strategy. At a conference of financial analysts in New York, Mr. Lutz described Buick and Pontiac as "damaged brands" that had suffered as a result of too little investment in new models.

Fall of an American Icon


President Obama is expected to defend General Motors' bankruptcy plan and the massive bailout. The reorganization plan will call for a huge infusion of U.S. tax dollars, but the White House hopes the company will survive. Video courtesy of Fox News.

GM ended up reporting a loss of $8.65 billion for 2005. In 2006, Mr. Wagoner faced off in a boardroom battle with billionaire Kirk Kerkorian and his adviser, Jerome B. York, who had publicly called on GM to eliminate some brands and for a time had a seat on GM's board. Mr. Wagoner eventually prevailed, and by the end of 2006 Mr. Kerkorian sold his stake and Mr. York left the board.

GM's smaller brands, meanwhile, weren't gaining enough critical mass to generate returns. Between 2003 and 2007, Saturn, Saab and Hummer together averaged annual pretax losses of $1.1 billion a year.

In February 2008, at a gathering of auto dealers in San Francisco, Mr. Wagoner said that any specific talk about killing brands was "not a thoughtful discussion."

The GM board wasn't so sure. By the spring, with gas prices soaring to $4 a gallon, sales of GM's Hummer SUVs were in free fall. The board was also concerned about the shadow Hummer cast on GM's image among consumers, people familiar with the matter said. Toyota was increasingly seen as the auto industry's technology leader because of its Prius hybrid. Hummer made GM seem like the gas-guzzler company.

In early June Mr. Wagoner announced GM was considering a sale of the brand.

Around that time, Mr. Lutz sat down for lunch with Mr. Wagoner. Spiking gas prices and the global meltdown of mortgage-backed securities were creating visions of empty dealerships loaded with unsold inventory. Over sandwiches in the Ren Center, as GM's headquarters is known, Mr. Lutz told his boss, "Rick, I don't like the way this smells. My gut tells me the economy is set up for a real collapse."

Bankruptcy Speculation


Years of massive losses had left GM ill-prepared for a major economic shock. At the time it had about $21 billion in cash, but it was burning a billion or more each month.

On Wall Street, speculation about GM's fate intensified. Merrill Lynch issued a report in early July headlined, "GM Bankruptcy Not Impossible."

The cost-cutting effort remained incomplete as the Fourth of July approached. Just before the holiday, GM's top 20 or so executives gathered at Mr. Wagoner's estate in Birmingham, Mich., for a barbecue. It was an annual event for the CEO and meant as a social gathering where no formal business was to be discussed. Even though GM's fortunes were worsening, the usual rules held, people familiar with the matter said.

About a week later, a decision against cutting brands had been made. Although Hummer was under review for a possible sale, "We don't have to eliminate any more brands," Mr. Wagoner said to a group of Texas businesspeople.

Wall Street wasn't convinced. Later that day, GM stock closed at $9.69, it's lowest point in 54 years.

About two weeks later, GM reported a $15.5 billion loss for the second quarter and a plan to slash $10 billion in expenses and borrow several billion more. Ominously the company only said it had enough cash to last until the end of the year.

Deal Talks With Chrysler

A possible deal with Chrysler LLC seemed like it might achieve the savings GM needed. In early August, Frederick "Fritz" Henderson met to discuss potential synergies.

After the collapse of Lehman Bros. in September, auto sales plunged further. GM's talks with Chrysler were in full swing. The two companies estimated they could save up to $37.8 billion over a six-year period. When news of the talks leaked out, many in the industry were confounded. GM already had too many brands, the thinking went. What would it do with Chrysler, Dodge and Jeep if it merged with Chrysler?

By November, however, the GM board was growing increasingly concerned about the auto maker's deteriorating finances, and the talks with Chrysler were halted. Just before Thanksgiving, Mr. Wagoner and the CEOs of Chrysler and Ford asked Congress for billions of dollars in loans. The GM CEO told Congress a bankruptcy filing was unthinkable. Customers wouldn't buy from a bankrupt auto maker and the company would collapse, he said.

The reaction was harsh. Lawmakers slammed the CEOs for flying corporate jets to Washington, grilled them on how exactly they'd use taxpayer money, and pushed them to cut their own salaries to $1 a year.

On the first day of December, they returned for a second appeal, this time with more detailed turnaround plans. Mr. Wagoner acknowledged GM would run out of money by the end of the year. But he also continued to assert that bankruptcy could not be an option.

On one point he had changed his view. As part of GM's turnaround plan, the company would cut some of its brands. Saab, like Hummer, would be sold, Pontiac's model line would be trimmed to one or two cars. GM would look into options for Saturn.

Turnaround Plans

Five days before Christmas the Bush Treasury Department provided bailout loans to GM and Chrysler and told them to come back in February with tougher turnaround plans. When the plans arrived on Feb. 17, the Obama Treasury Department was getting its auto task force into place.

Over the next few weeks, the task-force members ramped up on the auto industry and studied GM's turnaround strategy. The more it learned, however, the more concerned members became about GM's future profits and market share, people familiar with the matter said.

On March 27, GM officials traveled to Washington to discuss the matter. In a one-on-one meeting, Steven Rattner, the Wall Street financier who is heading the task force, told Mr. Wagoner GM's latest turnaround plan "doesn't cut it," and informed Mr. Wagoner the government wanted him to resign, a person familiar with the matter said.

Mr. Henderson, the COO, was named the new CEO, and readily acknowledged bankruptcy was probable. Over the next several weeks, task-force members pushed GM to go "faster and deeper" in its restructuring -- and to look at shedding more brands. Eventually, Mr. Henderson agreed to close down Pontiac all together, but dug in his heels to keep Buick and GMC.

On Monday GM filed papers for Chapter 11 in New York.