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SILICON SHOWDOWN after the shareholders’ meeting in Cupertino, , at which she closed the voting on the Hewlett-Packard/ merger, March 19, 2002. Opposite, Walter Hewlett arriving for the same meeting.

The Battle for H

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Hewlett-Packard’s chairman and C.E.O., Carly Fiorina, was sure a merger with Compaq would be her company’s salvation. Walter Hewlett, son of the famously folksy co-founder, was sure the merger would destroy it. Their bitter proxy fight may have wounded the $45.2 billion giant beyond measure. Reporting on the clash between the world’s top female chief executive— nicknamed “Rock Star” for her aloof, Armani-clad style—and the rumpled, low-key Hewlett, with his battalion of ultra-egalitarian H-P employees, VICKY WARD reveals the stakes: a woman’s reputation, a family’s legacy, and a company’s soul LEFT, BY NORBERT SCHWERIN; RIGHT, BY JUSTIN SULLIVAN or Hewlett-Packard

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that the merger would give H-P the scale it took the microphone. He spoke softly and needed to compete with IBM and Dell in clearly: “I love this company,” he recalls a market demanding increasingly complex telling Fiorina. “Twenty-two years ago I systems and services. It was a dicey bet. was unemployed, my wife was pregnant, No previous technology merger had ever and I was fortunate to get a job with H-P worked. Conventional wisdom held that you as a production assembly worker. I worked couldn’t integrate two companies quickly my way through college, obtained a degree enough to avoid crippling losses in the pro- in , and subsequently duction line. There was also the strong ar- got a job in the lab, and since then have gument that H-P’s valuable $19.4-billion- obtained eight patents, and I have two a-year imaging and printing (computer pending. Those patents are broadly used printers and components) business, which throughout the industry, even by our com- brought in 43 percent of its revenues, would petitors like Cisco, on whose board you sit. suffer debilitating dilution. Deutsche Bank I totally agree with your statement that the t around 8:45 A.M. had already voted its 25 million shares trust and respect between employees and on Tuesday, March 19, Carly Fiorina, the against the merger. management is crucial to the success of 47-year-old chairman and C.E.O. of But Fiorina was determined to get the the merger, and I totally agree that layoffs AHewlett-Packard, the $45.2 billion comput- bank to change its mind. The week be- should be a last resort. However, I disagree er company, took the stage at the Flint fore, as a sweetener, H-P had opened a with the way layoffs were done last year, Center in Cupertino, California, before credit line there, which could facilitate the and I work in a division where we were 2,000 company shareholders. She wore her merger if it went through. Relations were growing at twice the market rate, and we uniform—a dark pantsuit, heels, a pearl- friendly. Right now, the urbane Sonsini, needed more people to succeed. . . . [Over pendant necklace, pearl earrings, clear nail corporate lawyer also for Apple’s Steve the years] I had friends who left for start- polish—and had on bright-red lipstick, and Jobs, Sun Microsystems’ Scott McNealy, ups, who are now multimillionaires. I nev- her hair was shorter and blonder than usu- and many other big names, er took advantage of those offers, because al. From the back of the auditorium, she was backstage, headset on, ready to radio I love working at H-P, but I don’t trust the looked cool and in control. But close-up Ann Baskins, H-P general counsel and management that is pushing the merger, one could see pouches protruding under secretary, who was seated onstage near and if this merger is going through, I don’t her eyes and an uncharacteristic pallor that Fiorina, if Deutsche Bank switched. see how I can continue to work for this blush could not mask—signaling that it had In the audience, all around Fiorina, company.” been a long night. A handful of people, was evidence of why it might not. About The crowd went berserk. Fiorina looked hidden backstage, knew the truth: that halfway back in the auditorium was Walter defeated. “I am sorry you feel that way,” Fiorina was a hairsbreadth away from the Hewlett, 57, eldest son of Hewlett-Packard’s she said, and she seemed to mean it. biggest fall of her career, a fall that would late co-founder and the leader But it wasn’t enough to buy off this have repercussions for women throughout of the opposition to the merger. A small mob. “She’s a witch,” said one man, who corporate America. As the first-ever female man, with a bit of a stoop and an uneven, did not want to give his last name. A wom- head of a Dow 30 company, she has been slightly spiky haircut, he looked more like a an employee wearing jeans, sneakers, and a celebrated by the business press the way character out of Lord of the Rings than a floral shirt whispered, “I actually met her Madonna is by the tabloids. Was she now corporate hero. In an ill-fitting gray suit, he when she first arrived. I introduced myself going to flame out from an even greater peered through thick glasses and read a to her in the rest room, and she started fix- height than had two of her former high- prepared speech haltingly off white cards, ing her hair, even though nothing was out profile women peers—namely ex–Warnaco as if he were a little unsure of some of the of place. I mean”—and here the woman chief Linda Wachner and Mattel’s Jill sentence constructions. (In fact, as a close rolled her eyes—“that tells you everything, Barad—who were ousted after they failed friend of his later confided, he is both far- doesn’t it? Someone who fixes their hair to build on promising starts? sighted and dyslexic.) But he received a when nothing is wrong with it!” Onstage that crisp, sunlit morning Fio- hysterical ovation from the crowd, which rina did not know the answer. As she in- stood, clapped, whistled, stamped, and ater, sources confided that the out- troduced the Hewlett-Packard executive waved green fluorescent glow sticks. Many side directors on H-P’s board—rep- management team, sitting beneath her in were also wearing green T-shirts to match resented at this meeting by Sam the front row, she managed a little black the color of the opposition’s green ballots. Ginn, the former chairman of the humor, asking the audience to please “re- Then there were the increasingly hostile mobile communications company strain” their applause. She knew there questions from the audience, composed Vodafone AirTouch—had been would be none. mostly of current and ex-employees—who’d L“shocked” at the level of employee dis- The last hope for her career as H-P’s watched the value of their stock sink from sension over the merger; in the H-P 401(k) C.E.O. lay with one of the company’s in- $30 to under $20 over the past year—many plan, the only place in which employees vestors, Deutsche Bank. All the night be- of whom either had been fired from H-P or were guaranteed confidentiality, they voted fore, Fiorina and H-P’s proxy solicitors, would be if the merger went through. Al- two to one against the deal. One had to under the watchful eye of Silicon Valley’s though Fiorina responded with her normal wonder how, if it got voted in, this most au- “celebrity lawyer” Larry Sonsini, had been fluency, many felt their questions went unan- dacious, complicated merger could really on the phone, trying to persuade the insti- swered, or else they did not believe her. work in the face of such passionate antipa- tution to change its mind on how to vote its Perhaps the most poignant moment of thy from employees. shares in the proxy fight over H-P’s pro- the entire meeting came when Dan Dove, Amid the sea of geek clothes—jeans, posed merger with Compaq, the struggling a stocky, dark-haired engineer from H-P’s sneakers, and checked shirts—Fiorina’s army

computer company. Fiorina was arguing Procurve Network Management division, of corporate-communications women (some TOP, BY JUSTIN SULLIVAN; BOTTOM, BY JEFF CHRISTENSEN

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of whom she’d imported from the East what innovations she’d bring to an engineer- Fiorina started well at H-P, living up to Coast) stood out like an alien tribe from ing culture that had grown cumbersomely all the heady expectations; after a successful Star Trek; wearing headsets, they ran around huge as it entered its third generation of first year, in which she’d exceeded her own in shiny black pantsuits and designer shoes. management. Only H-P’s printer businesses 15 percent revenue-growth prediction, she “New H-P meets old H-P,” cracked Chris remained the leaders in their sectors. Its surprised people by predicting, in a slowing Nolan, the Silicon Valley gossip columnist. P.C., server, management software, stor- market, that she would repeat the achieve- Given the fractious environment, it was age, and consulting divisions lagged badly. ment, but in November 2000 she missed not altogether surprising that, when Ann So she set about rebranding the compa- analysts’ fourth-quarter earnings targets by a Baskins finally handed Fiorina a note saying ny. Within just a few months, she’d replaced hefty 10 cents (20 percent), and her credi- that Deutsche Bank had voted 17 million of H-P’s mundane advertising with images of bility with Wall Street crumbled. As a direct its 25 million shares for the deal, Fiorina herself standing in front of the single-car consequence, an attempted merger with the looked less than ecstatic. H-P lawyers reck- garage in Palo Alto where the two founders, consulting division of Pricewaterhouse- oned she had gotten just enough votes, al- Bill Hewlett and Dave Packard, started it all Coopers—which she’d hoped would help though it would be weeks before they knew in 1938 with a device to test sound equip- bulk up H-P’s equipment services and con- for sure. Sonsini later confided that he ment. She was constantly on the covers of sulting business—was abandoned (H-P says thought then they would win by a 2 percent business magazines; since Fortune first pub- it was merely “the wrong time and the margin. The opposition thought it had lost lished its annual “50 Most Powerful Women wrong price”); in January 2001, H-P laid by under 1 percent—an irony, since as part in American Business” issue, she has graced off 1,000 workers. Last summer nearly all of a diversification program in the previous that cover three times out of four, once all of the 88,000 employees took voluntary six months the William and Flora Hewlett by herself. In November of 1999, at Com- pay cuts. It was not enough. There were Foundation, on whose board Walter Hew- dex, the industry’s biggest annual trade 6,000 further layoffs. lett sits, had sold 6.3 million shares (0.39 show, in Las Vegas, her speech about her Many of the high rollers in the Silicon percent of those voted), some of which H-P vision for H-P was so powerful that people Valley community—men who pride them- had snapped up. cried; when she spoke at Herb Allen’s selves on being meritocratic to their finger- But in the end the whys and wherefores 2000 Sun Valley mogulfest, a line formed tips—started to whisper that had Fiorina were immaterial. For now, even though to meet her afterward. been a man she would have been out. In Walter Hewlett would sue nine days later, the two years since she’d taken over, the citing improper “coercions” of Deutsche stock price had tumbled 77 percent. Bank and “deceptions,” Fiorina hung on Then there were the complaints about as the world’s top female C.E.O. She left the “rock star” behavior. Fiorina, it was the stage as she’d entered—through a side rumored, had an entourage of bodyguards, door. “Her slipping in and out of side plus a personal trainer and a personal doors was very typical,” says a former hairdresser on call. One of her first ad- member of her communications team. ministrative moves was to buy a new Gulf- “Like a rock star.” “That’s what her nickname is,” another READ MY LIPS former employee confirms: “Rock Star.” Left, a Compaq employee protests outside hree years ago, when Fiorina went the March 19 shareholders’ meeting; below, Fiorina and , chairman from being president of the Glob- and C.E.O. of Compaq, huddle at an analyst al Service Provider business at Lu- meeting, September 4, 2001. When asked cent Technologies, at the time a about the merger, Capellas said, “You will white-hot telecom-equipment never know” whose idea it was originally. provider, to C.E.O. of Hewlett- TPackard, the gray lady of Silicon Valley, she was greeted with perhaps the noisiest fanfare in the history of any incoming chief executive. And since she was an out- sider, the Valley looked with interest to see “What Carly failed to do was to be one of the employees for a while, get out among them and find out who they are and what they think.”

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“In Silicon Valley, messing with the H-P culture is like the Taliban destroying the Buddhist statues in Afghanistan.”

to be thinking of would still have the ability or the interest,” he says. Many employees recount how the company supported them in difficult personal times. Scott Peterson, who worked at H-P for 20 years, recalls how management helped him through an alcohol problem, when he was still new to the company. Dan Dove says ALL IN THE FAMILY he knows of no other firm that would have paid his tuition at Sacramento Above, Walter Hewlett after the March 19 meeting. Right, , State University 22 years ago. Dove left, and William Hewlett pose in 1989 says everyone benefited. “H-P allowed in front of the Palo Alto garage where they me to adjust my work schedule around began their company; even after they had my class schedule ... so I think I made billions, the two drove their old came out much better educated than cars and barbecued the meat themselves your average college hire.” at the annual company picnic. “Bill and Dave”—as they were known—officially handed over the stream IV jet, for which a carpenter reins of the company in the late 70s; from Marin County custom-made they then came back in the early 90s shelves; her office had three personal to help H-P counter the recession. assistants, whereas her predecessor, Lew Their successors were men who had Platt, had only one; she refused to pose worked their way up at H-P and who with some long-term employees for had known the founders intimately. pictures. (Referring to a “Carly myths They were therefore readily accepted sheet,” H-P spokeswoman Rebeca by the employees. When John Young, Robboy denies the trainer and the hair- Bill and Dave’s immediate successor, dresser; Fiorina does have security, she plemented a company diversity policy hit a rocky patch and an article in Fortune says.) These gestures might have rankled and employee health insurance long before magazine was generally critical, Donna anywhere, but they looked even worse at such things were widespread. At the annu- Trombly, an executive assistant at the a company known for its egalitarian ap- al H-P picnic, they rolled up their sleeves time, felt so badly she wrote him a letter proach. Its example had sparked the fa- and barbecued the meat themselves. of support. It ended up with a mass of sig- mously relaxed style of Silicon Valley office One former executive assistant recalls natures on it. life: the casual clothes, the flexible hours, how Bill Hewlett once begged her to sew Lew Platt, Young’s successor—and Fio- the low-key personal style of C.E.O.’s. a button on his jacket. She says, “Mr. rina’s predecessor—was considered an em- “This is an extreme analogy,” says one em- Hewlett would come around and sit down pathetic man, if not a visionary. Under ployee, “but in Silicon Valley, messing with and say, ‘What are you doing?’ He would him the company’s bureaucracy grew the H-P culture is like the Taliban destroy- listen. He knew people—you know, when heavy and sluggish. Joel Birnbaum, now ing the Buddhist statues in Afghanistan.” their dog died.” on the H-P payroll as a consultant, then “Management by walking around” was head of research and development, points the modus operandi of Dave Packard and t wasn’t just the good manners and out, for example, that the ink-jet and Laser- Bill Hewlett. Even when they’d made their personal involvement, though, that Jet printers were competing with one an- billions they drove to work in their old earned Hewlett and Packard the re- other—as was the case with products in cars—Hewlett’s was a Ford Taurus—and spect of their employees; it was also many of the other divisions, since H-P was they paid themselves no more than that at heart both men were engineers. composed of 83 autonomous units. One $125,000 apiece in annual salaries. Though One former employee recalls Hewlett of Birnbaum’s biggest gripes is that H-P their land was worth millions, their homes Istopping by in the late 80s and asking him had elements of Internet technology years were simple and without staffs. They cared all sorts of questions about what he was before its competitors did, but risk-averse far more about the environment than working on. “It astounded me that some- attitudes prevented early exploitation. In

about their executive perks, and they im- one with the types of things that he needed addition, the marketing was terrible. “One TOP, BY NORBERT SCHWERIN

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of the local wags said that if H-P ever says Sellers, adding that at one point Lu- meet a political goal . . . that is insulting. . . . went into the sushi business it would hang cent’s stock had increased almost fivefold It is just not the H-P way.” He is now at out a sign selling ‘cold, dead fish,’” says since the I.P.O. Agilent. Birnbaum. Fiorina’s powerful charisma charmed Given her lack of technological exper- In 1999 the board decided to spin off Hackborn and his committee. An insider tise, many thought it bizarre that Fiorina the test-and-measurement business (i.e., all remembers, “She talked this good talk did not promote anyone around her who the non-computer-related engineering com- about needing to innovate, but keeping to did have such knowledge. “One of the ponents), viewed by many as the heart of the H-P way. She seemed to understand problems at H-P,” says a former employee, H-P. The new company was called Agilent, the company.” “is that there is a dearth of talent at the though many thought it was the one truly But soon after her arrival, doubts set top.” More worrisome, says a former sales- meriting the H-P name. Of the founders’ in—not about her intellectual abilities but person, was an innovation made in 2000 children, only David Woodley Packard, 61, about her cultural sensitivity. One source, known as “channel-stuffing,” used to in- an eccentric philanthropist and former speaking anonymously, puts it this way: “I flate earnings—i.e., products are shipped to classics professor, whose passions include think what Carly failed to do was to be retailers and distributors before they are ac- black-and-white movies from the 30s and one of the employees for a while, get out tually sold. (Fiorina has categorically de- 40s and writing computer code, showed among them and find out who they are nied channel-stuffing.) Still, the anxiety at any dissatisfaction with the turn of events. and what they think. Instead she came in H-P was kept below the surface until late He resigned from the H-P board. with an attitude that this is a country club, fall 2000, when Fiorina missed the earn- Around the same time, Platt decided he and I’m going to shake it up. And she be- ings that she had projected as late as the was not the man to lead H-P through the In- gan to do things without a strong knowl- week before. One former high-level employ- ternet era, and he suggested to the board edge of how even the company works. ee remembers the all-day Saturday confer- that it hunt for a new C.E.O. A small se- That, I think, caused employees to become ence call the weekend Fiorina realized she lection committee was headed by Richard very suspicious, and what started as a rous- was going to have to do a U-turn: “The Hackborn, the venerated strategist who’d ing welcome, an incredible outpouring of call was endless. Six, seven hours. And she founded the company’s valuable ink-jet support for her and a cheering of what she was rattled. . . . We had done all these dot- printer business in 1984, and who himself might be able to do to lead H-P in the fu- com deals. . . . They blew up. . . . And while had turned down the C.E.O. job, preferring ture, turned into disillusionment and ulti- she was out promoting 15 percent growth a less stressful existence in Boise, Idaho. mately disbelief in the way that she handles . . . what was clear to everybody was that The Hewlett and Packard families, repre- employee relations.” the eye was off the ball. This came as an sented on the board by Walter Hewlett, his almost complete surprise. . . . And that brother-in-law Jean-Paul Gimon (an engi- he problem with the ads featuring doesn’t happen at H-P.” neer turned banker), and Susan Packard Fiorina wasn’t just that they were Orr, Dave Packard’s daughter, backed him seen to be egomaniacal—part of eople outside the company in Sili- in his choice of Fiorina. the cult of the “East Coast celebri- con Valley also started to worry Fiorina would perhaps not have been ty C.E.O.”—but also that she had about Fiorina’s stewardship. This is considered for the job had it not been for made assumptions about the com- a tiny community, where everyone’s her appearance in 1998 on the cover of pany’sT history without checking. “It was business connects with everyone Fortune as No. 1 on the list of the world’s grotesque,” says Jean-Paul Gimon. “Did else’s. The big players get together top women in business. Until that mo- she not ask anyone? Bill and Dave hated Pat Chantilly, a restaurant near Fiorina’s home ment, recalls Pattie Sellers, the Fortune that garage. . . . They used to joke that in Atherton with an ambience so clubby that journalist who wrote the cover story and the only thing that got invented there were there are no menus for regulars. It is strange, was on the team that prepared the rank- toilet seats.” say many C.E.O.’s, that Fiorina has shown ing, “there’d only been one story written Other small missteps also created ten- little appetite for mixing socially with them. about her, in Investor’s Business Daily.” sion. Fiorina frosted the glass doors of her She failed to appear at Bill Gates’s annual Fiorina was not even the most highly office and conference rooms, thereby de- C.E.O. summit in Seattle her first year, which remunerated or highest-ranking woman stroying the famously open, democratic went down as a snub. executive at —that role belonged to nature of the executive space. And while Others noticed that she turned down , then the executive vice pres- Bill and Dave used to frequent the cafete- their invitations for dinner. “Networking is ident of corporate operations, now the com- ria, Fiorina has yet to be seen there. the Silicon Valley way,” says one insider. pany’s C.E.O. Fiorina also lacked relevant Fiorina set about chopping down the “The fact that she didn’t want to do that experience—although she was the sales company’s 83 divisions to 17 product cate- made us think she was insecure—that she chief of the $19 billion service provider gories, thereby reducing autonomy. Engi- couldn’t hold her own because she didn’t division, she did not have profit-and-loss re- neers, who are perfectionist by nature, understand the technology sufficiently.” sponsibility. It was said within Lucent that found themselves being barked at to deliver One of her early meetings with Bill Fiorina never stayed in one position long equipment before it was ready. Many be- Gates was a bust. Fiorina went to see him enough to prove herself; in the previous gan to feel isolated: they could not talk to after he’d given the opening speech at four years, she’d changed jobs five times. their new manager, they felt; and they could Comdex, in which he unveiled his blue- But what impressed Sellers was the fact not talk to Fiorina. Scott Peterson, who print for the “personal web.” In his room that it was Fiorina, together with her men- worked in the research-and-development backstage, a source says, she gave him a tor Rich McGinn, then Lucent’s C.E.O., labs, among other divisions, found it suffi- hard time for mentioning her competitors who took the company public in 1996—at ciently upsetting to quit after 20 years with but not H-P in his talk. “She was pretty in- $3 billion, the biggest I.P.O. up to that time. the company. Peterson says, “When you timidating.” “She was so much Rich McGinn’s star, at ask a good engineer to put out a product— In the fall of 2000, something else hap- a time when Rich McGinn was still a star,” half of a product—in a year because it will pened to intensify CONTINUED ON PAGE 234

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as mutually supportive as possible, but it is leaving to go somewhere, and Reese was Reese Witherspoon incredibly taxing because of our schedules crying in the driveway. Ryan said, ‘What and all the obstacles inherent in living out a are you crying for? You’re going to see me ming—sheets, towels, stationery—saying, “She relationship in the public eye. Our lives are for the rest of your life.’ I mean, what girl is very southern, endearingly southern.” complicated, but we make the effort. We wouldn’t want to hear that?” Ryan Phillippe is a Yank from Delaware, have both matured so much in five years; 21 The pair involve themselves in a number an only boy with three sisters. After spend- is so much younger than 26.” of charities. They’re both supporters of the ing six months on a soap, he exploded onto They don’t go out much publicly, and Fulfillment Fund’s College Pathways Project. the screen as a teen heartthrob in White certainly are not seen at every event getting As Witherspoon explains, “Education is a Squall and I Know What You Did Last photographed. They like to stay home with big thing for us. I have a couple of scholar- Summer, then proved himself as an actor in their daughter and their English bulldog, ships that I’ve started on my own with Cruel Intentions, a film he had to talk his Frank Sinatra. “We both cook and enjoy schools back in Tennessee. Ryan and I want wife into doing. As the American posing as doing that together. Reese didn’t know how to create opportunities for kids who really a valet in Robert Altman’s Gosford Park to cook very well when we met,” Phillippe work hard but don’t necessarily have the last year, he showed critics he could hold tells me. “I remember the first meal she monetary means of financing an education.” his own in the greatest assembly of English tried to make me was Hamburger Helper. Reese Witherspoon and Ryan Phillippe actors in memory. She has come a long way.” stunned viewers across the country when they One gets the feeling that this young couple walked onto the stage at the Theatre is capable of anything. “Reese had never fter Ava was born, they made a decision during the Oscars in March—the most held a baby until our own, whereas I grew Anot to spend more than a week or two breathtaking acting couple since Paul New- up taking care of kids, so it was a much apart from each other or the baby. “No movie man and Joanne Woodward. And when she more natural transition for me,” Phillippe is so important that it would be worth sac- asked to read the winner of the award for says. “What impresses me most is her ability rificing our family life,” Phillippe says. The best makeup, he replied, “You make more as a mother. She constantly keeps me ex- actress Jennifer Coolidge confirms this with money than I do. Go ahead.” Not only were cited and engaged, and I’m always interest- a funny incident that happened on the set they great-looking and talented, but they ed to hear what’s on her mind. We try to be of Legally Blonde. “I remember Ryan was managed to crack the best joke of the night.

was looking to shake it up.” every Sneed generation, going back to the Carly Fiorina “Most people thought she’d take a job in Civil War, had had a Carleton; and Clara, telecom services, because that was what was who later wrote an article for a historical jour- CONTINUED FROM PAGE 185 the doubts in visible and political,” says Kathy Fitzgerald, nal about John Beale Sneed, a great-uncle people’s minds: the S.E.C. began an investi- now Lucent’s senior vice president of com- who became a local Texas legend by virtue gation of Lucent, after the company informed munications. of having shot his wife’s lover and the lover’s it of previously misreported earnings. That Fiorina’s path to AT&T had been just as father. year its stock price had fallen by 76 percent unorthodox. After leaving Stanford, where According to Bartlem, some of this ag- from $75 to $18. In an alarming foreshad- she’d majored in medieval history and phi- gressive energy remains a family characteris- owing of the debacle, it was mostly losophy, she toiled at U.C.L.A. Law School tic. “You just couldn’t get through the din- the company’s smaller shareholders who for a few months to please her father, Joseph ner before somebody had gotten mad and suffered. Many of its corporate executives— Sneed, now a senior court-of-appeals judge stomped out of the room,” he says. for whom a $40 million golf course in in San Francisco. She hated it and quit, fly- Gladstone, New Jersey, had been built at ing to San Francisco to explain to her fa- artlem and Fiorina were married for al- the behest of C.E.O. Rich McGinn—had ther, who told her he was worried she Bmost seven years. After Italy they re- sold their stock the previous year. (Fiorina would never “amount to anything.” turned to Washington, D.C. She went to had appropriately swapped her options for Back then, according to her first husband business school in Maryland and then to $65.6 million of H-P stock in 1999.) and fellow Stanford graduate, Todd Bartlem, work at AT&T. He says that as she flung Some on the H-P board started to wonder 48, now a computer consultant in the hospi- herself into the job, working around the openly about their so-called . The tality industry, Fiorina was not yet fixated on clock, he noticed that on weekends she was former H-P C.E.O. John Young, now on the a high-flying career. The couple soon headed tired, depressed, rather like a “wounded an- Lucent board, told a friend that he and the to Italy, where Fiorina taught English, and imal.” He knew that he was losing her, that board attended a two-day, off-site meeting to Bartlem went to graduate school. Then Fiori- she’d decided upon a fast-track career—not analyze step-by-step what had gone wrong at na was a “tagalong,” according to Bartlem. for the money, but for “the power,” he says. Lucent. Apparently, Young said, after six or “We had great friends. And we did all Not the corporate type himself, he took a seven hours of this he had an epiphany. “It sorts of fun things. And we were poor as job at the World Bank and started to travel. was like, ‘Oh my God, this is chapter and church mice,” Bartlem says. A few times when he called home at night, verse of what’s happening at H-P.’” The Sneed family, which hailed from Texas, there was no answer. Bartlem recalls, was not particularly wealthy, The reason, according to Bartlem, was iorina joined AT&T’s Network Systems but they had a beautiful house in San Fran- that Carly had begun an affair with Frank Fdivision—now Lucent—in the late 80s, cisco, of which Fiorina’s mother, the late Fiorina, a divorced man with two children. when she was in her early 30s. “It wasn’t the Madelon Sneed, a housewife who painted in She moved out and filed for a divorce. most visible arm of the business,” says Bill her spare time, was extremely proud. There Bartlem says he asked her to go for coun- Marx, an executive vice president of AT&T were three children: Joseph; Carly, whose real seling; she refused. She ceased all contact. at the time. “It was predominantly male; I name is Cara Carleton, so called because About a year later, just after the divorce

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went through, he says, she pulled up in turned into a fiasco because the Philips man- Aversano, a former president of Lucent’s the driveway of their home and calmly agement was viewed as weak and also be- North American operations, alleged that in said, “‘I will never see you again.’ I said, cause, says a former colleague, “she didn’t 2000—the year after Fiorina left—she was ‘Isn’t that a little’ ... how would I say? focus on it, she went on to the next thing”— forcibly “retired” because she had told Mc- . . . ‘extreme?’ Given, you know, we’d had she got away with it. Ginn his revenue target for the fiscal year no battles. There was no animosity. People in the industry started to talk about 2001, 20 percent growth, was hopelessly un- “She had found out from business school a fiercely analytical mind, a photographic realistic. She is suing Lucent for wrongful that you . . . weigh your decisions, and then memory, a persona that never wavered from dismissal; among other episodes, the court you make the hard choice. And she has ex- being “on message.” Analysts were at once papers cite an instance on August 15, 2000, tended that to her entire being, and that in- impressed and intimidated by the energy. when in an internal conference call McGinn cludes work, that includes play, that includes “She can’t sit still. She’s always walking yelled that she would “take down the whole marriage. If you don’t fit in the plan, you around the room,” says one. When Cisco business if she didn’t ‘make the numbers.’” don’t fit,” says Bartlem. president and C.E.O. John Chambers later Frank Fiorina, now 52, however, did fit. put her on his board, it was, he reportedly hanks to McGinn’s excesses, it is tempt- A technician at AT&T who rose to vice- told friends, because she beat him in every Ting to bracket Fiorina with the other president level, he was willing to have a sales pitch she made. Lucent executives of that era and see her as commuter marriage when Carly accepted Fiorina was also popular among her col- greedy. Yet Fiorina, say colleagues, was the job with Bill Marx, which was in New leagues. At office gatherings she was the life never after personal wealth per se. Jersey. Frank told her that he could see she of the party. “Carly is very funny,” says Fitz- Larry Sonsini adds that when she was of- would run a company one day, and he want- gerald. Even her former hairdresser Marlo fered the H-P job she never haggled about ed to be there to support her. It must have Ricciardelli, now of the Bloom Studio in Morris- the terms, leaving it to her husband and her been music to her ears. He could not get town, New Jersey, remembers Carly always representatives. “What she wanted to do was transferred out of D.C. for four years, but, had time to chat about her dogs, her step- start acting like a C.E.O.,” he says. apparently, this did not matter. grandchild, her boat, and her life with Frank. And, indeed, her house in Atherton, pur- “A large part of the job was on the road, After the first Fortune article, however, co- chased for $1.3 million, though large and traveling,” Marx explains, so employees didn’t workers noticed that she grew “aloof.” “You pleasant, is not outstandingly large and pleas- have much of a home life during the week had a hard time getting to see her,” says one. ant. It sits at the end of a row of others just anyway. Contrary to what many people be- Amra Tareen, the former director of prod- like it; it’s gated, the driveway is gravel, and lieve, Carly and Frank did want to have chil- uct marketing for Access Networks at Lucent, an S.U.V. is parked in front. dren of their own, says a close friend: “When says that everyone thought Fiorina might be “If Carly was greedy,” says a friend, “she she was named C.E.O. of H-P . . . people C.E.O. one day, but that day seemed very far could have cashed out years ago.” started talking about why she didn’t have off, since McGinn was only in his early 50s. Which invites the question: How could children, which was horrible. Because there “Rich . . . had no intention of going any- someone so respected on one coast turn into is nobody who likes children better than Car- where,” says Fitzgerald. the wicked witch of the East on the other? ly and wanted to have children more.” One answer, which is perhaps what John nter executive-search consultant Jeffrey Young saw when he analyzed what had hap- ery quickly Fiorina rose up the ranks at EChristian, who’d read the Fortune article pened at Lucent, was that at both companies VAT&T. “She just had leadership quali- and who approached Fiorina about the H-P Fiorina overpromised and underdelivered. ties—that was very obvious,” says Marx. “She job. What he—or indeed anyone outside Lu- won people over very quickly, and she was cent—could not have known was that Lu- alter Hewlett surely never expected to an outstanding salesperson.” cent’s finances had been stretched perilously Wbe anyone’s nemesis—least of all that Fiorina was so enmeshed in the corpo- thin by a series of measures adopted to reach of the management of the firm his father had rate culture that even on casual Fridays she increasingly ambitious projected earnings. co-founded. Quiet, like his younger brothers, wore her dark suits—which, as all H-P em- Says Lehman Brothers equity research ana- Jim and William junior, and two sisters, ployees know by now, are generally Armani lyst Steve Levy, “They started to do things Eleanor Hewlett-Gimon and Mary Hewlett- or Versace. At 35 she was Network Systems’ that . . . were showing up on the company’s Jaffe, Walter has sought most of his life to first-ever female officer; at 40 she was head- balance sheet, but weren’t necessarily show- focus on his chief passions: music, technol- ing sales for North America. “She seemed ing up on the income statement. . . . They ogy, and athletics. He may have inherited to be about three inches above others in be- were trying to meet some fairly aggressive $25 million in H-P and Agilent stock, but he ing recognized as politely, quietly ambi- sales goals. And when you try to grow a drives a $17,000 red EV1 electric car and a tious,” says a former president of Bell At- company a little faster than it’s capable of Ford minivan; one of his friends says, lantic, Jim Cullen. doing, you ask people to do unnatural acts. “Walter wears clothes that you think you As a strategist, she achieved a coup—or So they started giving out things like vendor probably saw in somebody’s closet 5 or 10 so it seemed then—in 1996 when the global financing [i.e., lending customers the money years ago.” He plays 10 instruments, his fa- networking marketplace opened up and to buy Lucent’s products]. Now, if your vorite being the cello. she and Rich McGinn, a colleague in Net- product was good enough, they would buy Each year Hewlett puts himself and friends work Systems, presided over the highly suc- it. . . . Rich McGinn, without any question in through a punishing 129-mile, one-day bike cessful spin-off and renaming of the network my mind, should take the majority of the re- tour known as the Death Ride—in the Sierra division—now Lucent. Fiorina selected the sponsibility. However, Carly was right there Nevada Mountains. The event takes place in logo—a ring of red brushstrokes—saying it with him, and, in my view, whenever she was July, and Hewlett’s family co-sponsors any reminded her of one of her mother’s ab- asked a difficult question, certainly by me, H-P or Agilent employees who wish to par- stract paintings. Even when she stumbled— there was always some smooth, slick answer.” ticipate (last summer there were 120). There as, for instance, when she orchestrated a joint An example of the pressure applied by is a party for them at his family’s estate on venture with Philips Electronics N.V., which McGinn on his staff was revealed when Nina Lake Tahoe. Hewlett doesn’t hire caterers

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was originally.) From Capellas’s point of and doesn’t really have much to offer.’” Carly Fiorina view, it was probably a no-brainer: Compaq, On July 12 he was preparing for the annual primarily a personal-computer company, had Death Ride, telling H-P to conference him in or outside help; he is the first one to leap been struggling since its disastrous merger for a planned board meeting; he says the call into his car and drive to the supermarket to with the computer-technology firm D.E.C. never came. (H-P says a board assistant made get the provisions. in 1998; given Dell’s supremacy in the numerous attempts to reach him.) Hewlett Though at college Hewlett majored in computer-systems market, Capellas was run- also claims that after giving months of warn- physics and got advanced degrees in music, ning out of options. ing that he’d be playing the cello on July 19 operations research, and engineering from Fiorina saw the idea as a potential god- at the Bohemian Grove—a summer retreat Stanford, he, like his siblings, chose not to send, something that would turn around her for the Bohemian Club, a social fraternity for work at H-P; instead he formed a music- company’s recent sluggish performance. Yes, the rich and powerful which has such august technology company—the Center for Com- it was hellishly risky, but she feared that members as former president George Bush puter Assisted Research in the Humanities. standing still was worse. The merger fitted and Henry Kissinger—H-P scheduled a two- The decision not to join H-P was not made into her beliefs that the future of H-P lay in day board meeting to begin that day. because of lack of interest. Rather, says his being not a hardware company but a “solu- It was later reported that when he sat niece, Nathalie Farman-Farma, the younger tions business.” Inevitably H-P jobs would down on the second day and said, “I don’t generation “would bend over backwards to be lost—15,000, Fiorina suggested—and there know why you guys want to make a crisis avoid the perception of nepotism.” would be a revenue dip in the short term— out of [H-P’s situation],” various members Bill Hewlett took special care not to spoil 5 percent, H-P said—but if she could pull it of the board rolled their eyes. his children. When as a student Jim Hewlett off, she would revolutionize H-P, making it On the last day of August, a hot Friday took a summer job at H-P, a former execu- into a market leader for the future. As Dan afternoon, the board gathered in Larry Sonsi- tive assistant remembers, he asked for an ad- Niles, a senior Lehman Brothers electronics ni’s gleaming offices in Palo Alto. The deal, vance on his salary. She recalls, “He told me, analyst who was originally skeptical but is Sonsini said, was going to go through. This ‘My father pays for my education, he pays now a fan, puts it, “I came to see that if it meant that either Hewlett would have to resign for my library, and he pays for family travel. worked it could be huge.” or the clause that the board needed unani- And I’m responsible for everything else.’” First, though, Fiorina had to win over her mously to support the deal would trigger rene- “As children, it was one outfit, one pair of board. Between May and the deal’s announce- gotiations that could hurt H-P. Hewlett said he shoes per year,” says Farman-Farma. When ment on September 4, the H-P board held was in a fix. Given that the only other term Bill Hewlett finally did start to hand out his nine meetings. Walter Hewlett, who of all the left to debate was price, it was fair to assume billions, his children were well into adult- board members was the largest shareholder— that if Hewlett did not resign Compaq would hood, and then it was done largely to teach he owns 109 million (or 6.8 percent of the use the lack of unanimity as a bargaining chip them—as they in turn taught their children— voting) shares personally—said right from the to make the deal more beneficial for itself. how to deal with charitable giving. The fam- start he was against the merger. It wasn’t just Sonsini asked Hewlett to step outside. Sonsi- ily’s main charitable trust, on whose board the job losses—which were unprecedented at ni told him that he would be within his rights Walter and two of his siblings sit, is the H-P—but also that Compaq’s main business— to vote one way as a board director and an- Hewlett Foundation, the sixth-largest private P.C.’s—was a losing venture that could dilute other as a shareholder. Hewlett said he want- foundation in the U.S. It owns 5.6 percent H-P’s printer business, he believed. The rest of ed to take the weekend to think it over. of H-P’s stock—worth $3.4 billion last June, the board, including Richard Hackborn, to On Tuesday, Hewlett came back and, re- $2.2 billion in April 2002. Significantly, whom many looked for guidance on this is- luctantly, said he would vote for the deal; however, Walter is not on the stock commit- sue, was also leery. But over the course of the his reasoning was that he did not want H-P tee, since Bill Hewlett intended to keep the summer Hackborn seemed increasingly to shareholders to lose out financially—and he board independent of familial interests. move in favor; if he had reservations, he also did not want to resign. At this point Fiorina’s But it was not some sentimental attach- had a duty to support Fiorina, who, after all, focus was on Wall Street; she knew it would ment to his father’s memory that drove Wal- had been his choice for C.E.O. react skeptically to the merger—but even she ter Hewlett to fight the H-P/Compaq merger The same went for Sam Ginn, the retired underestimated just how skeptically. The day so much as the opposition of H-P employees chairman of Vodafone AirTouch. And the of the announcement, September 4, the and shareholders—and the thousands of others came around: Boeing’s Phil Condit, stock price went from $23.21 to $18.87—a people who receive grants from the Hewlett Patricia Dunn of Barclay’s, former White decrease of 18.7 percent. But she reckoned Foundation. A friend says, “There is proba- House science adviser George A. “Jay” Key- she’d have plenty of time to sell the deal; af- bly no one in the entire region of Santa Clara worth II, chairman of Internet Access Tech- ter all, sales were what Fiorina excelled at. County who does not benefit in some way nologies Robert E. Knowling Jr., and H-P What she could not have foreseen were from the Hewlett and Packard foundations.” C.F.O. Robert P. Wayman. It was an impres- three enormous obstacles looming ahead of As Walter would say time and again as he sive lineup, and that they were in favor ought her: the terrorist attacks of September 11, conducted his campaign, “I don’t take the to have assuaged Walter Hewlett’s fears. which, Fiorina says, delayed her pitch to Wall criticism personally, but I do take the fall of Street for a month; the collapse of Enron; the stock personally.” ut like all Hewlett and Packard children, and the determination of Walter Hewlett. BWalter was raised to be an independent elations between Fiorina and Hewlett thinker. He was not afraid to admit that he n September 14, Fiorina and C.F.O. Rstarted to get tricky in May of 2001, still felt uncomfortable—and increasingly out OBob Wayman visited the Los Altos of- when, according to one colleague, Michael of the loop. “You can easily see,” says a friend fices of the David and Lucile Packard Capellas, chairman and C.E.O. of Compaq, of Hewlett’s, “that Carly probably didn’t pay Foundation, a trust on whose board Dave telephoned her and suggested that their two a dime’s worth of attention to Walter. And said, Packard’s three daughters sit. Since Susan companies merge. (Capellas is more cryptic, ‘This guy has no business experience, wouldn’t Packard Orr was a noted fan of Fiorina’s, saying, “You will never know” whose idea it be on the board if his name wasn’t Hewlett, and one of the board members who had

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been on the H-P committee that had hired peat, had more than 300 cumulative years of trayed. “Either Carly Fiorina has not read her, Fiorina was optimistic that the founda- executive experience among its members. those ads, in which case she is not managing tion would vote her way. It hired the con- “Oh, the mud is flying,” Hewlett reportedly the company as closely as she should, or she sulting firm Booz Allen Hamilton to pro- said to his family that weekend. Meanwhile, has read them, in which case she is much, duce an independent report on the pro- David Woodley Packard entered the fray, much worse than we had ever expected,” posed merger. taking out ads in , one said Gimon. (H-P’s Rebeca Robboy later What Fiorina did not know was that of which concluded with the phrase “There confirmed that Fiorina had approved all the David Woodley Packard, who had left the is now a real danger that H-P will die of a proxy-related ads.) Packard Foundation in 1999 to devote him- broken heart.” He also commissioned three To the frustration of both Joele Frank and self to the Packard Humanities Institute (a independent telephone polls of current and Hewlett’s lawyer, Steve Neal, Walter Hewlett nonprofit organization which has 1.3 per- former H-P employees in Corvallis, Oregon, would not reciprocate in kind. “If we could cent of H-P’s voting shares), was receiving Boise, Idaho, and Fort Collins, Colorado; have used all the tools at our disposal, we hundreds of letters from employees outraged the results were more than two to one would have won by miles,” says Neal, “but about the merger. The most private mem- against the merger. Walter said, ‘We either win by the high road ber of all the Hewlett and Packard families, Hewlett-Packard branded the polls unsci- or not at all.’” He adds, “Come back and David Woodley, as he is known by the Hew- entific. Board members, including Richard see me in two years’ time and I’ll tell you lett family, has also been the most openly Hackborn and George Keyworth, announced what his options really were.” passionate about what he sees as the heart that the board would resign if the deal did not On February 19, Hewlett introduced his being ripped out of H-P. Bill Taylor, the or- go through (a position they later reversed). plan for H-P, a strategy that would focus on ganist who plays twice a week at David Most troubling personally to Hewlett was that the company’s imaging and printing busi- Woodley’s beloved Palo Alto movie theater, Keyworth, presumably under pressure from ness—maybe even spinning it off—and would was let go from H-P last summer. Fiorina, had allegedly misled The Wall Street build up the corporate computer business On November 6, David Woodley an- Journal about what had gone on in a special with niche-filling acquisitions. Fiorina breezi- nounced that he was against the deal; earlier in executive-board meeting called in January, in ly dismissed it as a “press release”—but then the day the Hewlett Foundation—whose stock which the outside directors had graded Fio- Hewlett delivered his most wounding assault committee had also commissioned an inde- rina’s performance as C.E.O., giving her A’s yet. The night preceding H-P’s analyst meet- pendent report—had come out against it as and A-pluses, but Hewlett had abstained. ing in , he released details of a well. H-P stock went up 17 percent as a result. Keyworth insisted to the paper, which decided proposed compensation package for Fiorina A few weeks later, before the Packard Founda- not to run the story, that Hewlett had partic- and Capellas—totaling $117.4 million in salary, tion met to review Booz Allen Hamilton’s re- ipated in the grading process. (H-P and Key- bonuses, and stock options, with $69.8 mil- port, David Woodley sent the letters to its of- worth say the account is absurd.) “Walter lion of it for Fiorina—should the merger go fices. On December 7, the Packard Founda- felt that George and Richard were being ma- through. Fiorina was visibly angry as she tion announced that it, like the Hewlett Foun- nipulated,” says Joele Frank. “That was per- leaned over the lectern at the New York dation, would be voting against the merger. sonally upsetting to him.” Hilton and told analysts that “shareholders Fiorina realized that with both foundations Fiorina called on her celebrity acquain- have every right to know” what the compen- against her she was minus 18 percent of the tances to endorse her position: Citigroup’s San- sation of the C.E.O. would be, and that the votes she needed to get the deal done. On De- ford Weill, AOL Time Warner’s Steve Case, figures had not been released earlier because cember 12, Walter Hewlett wrote her and the DreamWorks’ Jeffrey Katzenberg, and the New the conversations had been only preliminary, board a letter asking them to reconsider the York Stock Exchange’s Richard Grasso ap- and the amounts would need to be adjusted merger; he described “enormous unhappiness” peared in a promotional video for the merger. to the market when the time came. on the part of analysts and shareholders. H-P’s spokespeople repeatedly quoted then Nonetheless, the information affected Insti- Fiorina turned again to Sonsini for help. G.E. head Jack Welch, who had said that it tutional Shareholder Services (I.S.S.), which She knew now that it wasn’t just a race to was “unpardonable” for a board director to vote was preparing a report on the merger and woo investors but also a public-relations bat- for the merger and then lead the opposition. which both sides were fiercely lobbying, since tle. Sonsini called corporate-P.R. specialist E-mails flew back and forth among merger it was estimated the report could sway more Joele Frank. Petite, with short, jet-black hair, opponents, speculating that H-P had hired than 20 percent of the shares held by large Frank had the pit-bull reputation you want a private investigator to compile a file on investors. Though I.S.S. came out in support when things get rough. He was too late. Hewlett. (Two P.I. sources confirm they’d of the merger in March, its report stated that Frank said she appreciated the call, but she been retained by H-P.) Reporters were told by to have omitted the details of discussions on had already been hired by Walter Hewlett. H-P’s media department that Hewlett had a compensation “falls far short of the good It was at this point, Sonsini says, that he shortlist of who should go and who should governance ideal.” With Enron’s cloud loom- knew things were going to get ugly: “I knew remain if the deal collapsed, and that not a ing overhead, this was exactly the kind of right away, having been in proxy contests, single woman would be left at the executive P.R. Fiorina did not need. where they could go. And there is a little bit level. Hewlett, when asked about this by an By March, no matter how much Fiorina of tabloidism in the world today. And I think analyst, brushed it off in a monotone. “I declared, “This is not a sport,” the contest that this thing unfortunately had some of don’t take any of that personally.” was looking more and more like one—a blood those elements.” sport. Each day a new institution came out t a lunch in Manhattan, the family— and announced whom it was voting for. TALLY ut it was Fiorina who fired the first salvo, AWalter Hewlett’s brother-in-law Jean- IN THE VALLEY, ran a local headline. By March Bin January, when she sent a letter to share- Paul Gimon, his eldest daughter, Nathalie, 19, the day of the special shareholder meet- holders calling Walter Hewlett a “musician 34, a former New Yorker editorial assistant, ing, it was, everyone knew, too close to call. and academic.” The implication was that he and his son Eric, 31, a physicist at the Insti- did not have the business acumen to give ad- tute for Advanced Studies in Princeton—was he morning of the vote, Walter Hewlett, vice to a board which, as Fiorina liked to re- aghast at how their relative was being por- T Joele Frank, and Steve Neal knew that

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meeting would be delayed, Hewlett’s camp fences; in the next few days Sam Ginn met Carly Fiorina says, they knew it was because H-P was ne- with Walter Hewlett to discuss the possibility gotiating with Deutsche Bank. “A little af- of his renomination to the board. Hewlett, Deutsche Bank was being lobbied by H-P. ter 10, we received word from our proxy so- he thought, was amenable to the idea. The “We knew a little before seven that starting licitors that Deutsche Bank was changing following Monday, Hewlett gave a speech at seven Deutsche Bank was going to be its vote, for the merger,” says Neal. to the Council of Institutional Investors, ad- talking to the company. They told us that,” When it was all over, Fiorina closed the vocating that, in the future, boards across says Neal. Still, when the anti-merger team, meeting, later saying that no one would America retain legal and financial counsel accompanied by Hewlett’s wife, Esther, his know for sure for a few weeks while the independent of company management; Fio- son Ben, his brother Jim, and Pam Packard, votes were counted in Delaware, but that rina had been scheduled to speak the next David Woodley’s wife, arrived at the meet- H-P had won by a “slim but sufficient” day but canceled, citing fatigue. ing, any feelings of anxiety were momentari- margin. Walter Hewlett did not look dis- Then, on March 28, Hewlett sued H-P for ly overcome by the rush that greeted them. mayed—far from it. At a press conference both using improper coercion of Deutsche “It was like a wave,” said one H-P em- he read—awkwardly—from his notes and Bank and misrepresenting expected job losses ployee. Inside the auditorium, people ran to joked that he would now be returning to his and the levels of revenue gain. H-P claimed shake Walter’s hand and thank him. life as “an academic and a musician.” that his arguments were “baseless,” but some From the second it was announced the The board knew it needed to mend analysts and lawyers were not so sure. Jesse

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Pages 76 and 84: John Edwards’s and his family’s Pages 76 and 84: John Edwards and family styled 15; on her eyes, Eye Colour Trio 172 grooming by Lori Celedonia-Pressman for T.H.E. by Barbara Zatcoff for T.H.E. Artist Agency. in Renaissance, Eye Liner Pencil in Artist Agency. Page 131: Marie Colvin Brown, and Pure Volume Page 128: Christiane Amanpour’s hair styled 175 styled by Paula Moore Mascara in Pure Brown; on her by Colin Gold; makeup by Sharon Ive for Carol Hayes. for Carol Hayes; suit by cheeks, Multi Blush in Tender Makeup products from Chanel, available at Bella Freud for Jaeger, Chestnut; on her lips, Le Rouge fine department stores and boutiques, or go to from Jaeger, N.Y.C. and San Lipstick in Illusion 220; on her www.gloss.com, or call 800-550-0005. Francisco; vest by La Perla nails, L’Oréal Shock Proof in On her face, Double Perfection Fluide S.P.F. 15 Prêt à Porter, from La Perla Sheer Beige, from drugstores nationwide. Paul Starr for in Beige; on her eyes, Lumières Polychromes boutiques nationwide, or call Magnet; Lisa Jachno for Cloutier/L’Oréal. and Drama Lash Mascara in Onyx; on her cheeks, 866-LAPERLA. Page 52: Lisa Kennedy’s hair and makeup by André Joues Contraste in Fantasia; on her lips, Page 132: Janine di Giovanni styled by Paula Drykin for Halley Resources. Hydrasoleil Sheer Lipstick in Santa Fe. Moore for Carol Hayes; dress by Dolce & Gabbana. Page 72: Laura Jacobs’s hair and makeup by André Page 131: Marie Colvin’s hair styled by Colin Page 133: Jacky Rowland styled by Paula Moore Drykin for Halley Resources. Gold; makeup by Sharon Ive for Carol Hayes. Makeup for Carol Hayes; vintage jeans by Levi’s; sweater by Page 74: Bobbi Brown products from products from Chanel, available at fine department Sportmax, from selected Max Mara boutiques, Nordstrom, Bloomingdale’s, Neiman Marcus, stores and boutiques, or go to www.gloss.com, or call or call 800-206-6872. 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Célestine; vintage robe from Golyester, L.A.; boxer stores, or go to Makeup products from Chanel, available at fine shorts and sock garters by Brooks Brothers, from Brooks www.sephora.com, or department stores and boutiques, or go to Brothers stores nationwide; walking stick from David call 800-715-4023. Chanel products from fine www.gloss.com, or call 800-550-0005. Orgell, Beverly Hills. department stores, or go to www.gloss.com, or call On her face, Double Perfection Fluide S.P.F. 15 in Shell; Pages 172–73: Reese Witherspoon’s Chloé shirt 800-550-0005. Christian Dior products from on her eyes, Sculpting Mascara Extreme Length in from the Chloé boutique, N.Y.C. Saks Fifth Avenue stores nationwide. For Clarins Black; on her cheeks, Bronze Perfection Face Palette; Page 174: Peter Som skirt from Anastasia Holland, products, go to www.gloss.com. Estée Lauder on her lips, Hydrabase Creme Lipstick in Salsa. 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Choper, a law professor at the University of base. An E-mail went around the H-P alumni used improper methods to influence institu- California, Berkeley, says, “Even the judge Web site suggesting that H-P would potential- tional shareholders to vote for the merger. has said that if Hewlett can prove what he ly spend $727 million on the merger ad cam- alleges, there’s a possible course of action.” paign and the compensation packages, al- n April 17, H-P announced that the vote The board said it was “shocked” by the law- most as much as it hoped to save with the lay- Ocount by an independent company had suit and decided not to renominate Hewlett offs. A memo surfaced from ’s been completed, determining that the merg- after all. A court date was set for April 23. Services department saying that targets had er had passed by 45 million votes—a margin Fiorina’s colleagues say that she is unrat- been missed for H-P’s second fiscal quarter, of 2.8 percent. This meant that even without tled—that she is at her very best with her due in part to the disruption caused by the the 17 million Deutsche Bank votes, Fiorina back against the wall. “She is so calm and proxy fight. A voice-mail message of March 17 would have won. However, if the court finds decisive,” says one. “She thrives on this,” was sent to the San Jose Mercury News; on it that improper tactics were used to sway says Lucent’s Kathy Fitzgerald. Fiorina could be heard telling Bob Wayman shareholders, it could order a re-vote. Meanwhile, dissent grew within H-P. There that they may need to do “something extra- Meanwhile, Fiorina launched a hunt to find were leaks from the so-called “clean team”— ordinary” to persuade Deutsche Bank and the employees who had given memos and the integration body preparing the merger— Northern Trust Corp. to switch their votes. E-mails to the press; one who admitted to leak- that no way could as few as 15,000 jobs be The turmoil was enough to cause the S.E.C. ing two memos was fired by her. Her voice lost and that Fiorina’s targets were way off- to start investigating whether Fiorina had mail seeking “something extraordinary,” she

Page 163: Ryan Gosling’s hair 163 Page 104: Top, from the Academy of Motion Picture Page 180: From the Image Works. styled with Bumble and Bumble Arts & Sciences; bottom, from A.P. Wide World Page 181: From Getty Images. Grooming Creme; call 800-7- Photos. Page 183: Both from Getty Images. BUMBLE. On his face, Kiehl’s Ultra Page 106: Top, from /TimePix; bottom, Page 184: Top, from the Image Works; bottom, Facial Moisturizer and Benefit Get courtesy of Dominick Dunne. from HP/Sipa. Even; on his lips, Kiehl’s Lip Balm Page 108: From A.P. Wide World Photos. Page 188: From IPOL. No. 1. Benefit products available at Page 113: From Rex USA. Page 189: From Sipa. Sephora stores nationwide, or go Page 114: From Contact Press. Page 192: From Rex Features. to www.benefitcosmetics.com; Page 118: From Magnum Photos. Page 193: From CBS, © 2001 by CBS Worldwide Inc. Kiehl’s products available at Neiman Marcus stores Page 128: Left, from Magnum Photos. 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Productions; Di Wood for the Rappaport Agency. Corporation (Carvel), by Jimi Celeste/Getty Images Pages 208–9: Large photograph from Globe Page 54: From A.P. Wide World Photos. (Aucoin), Steve Cole/PhotoDisc/PictureQuest (Bar Photos. Insets: top, from Topham/The Image Works; Page 60: From MPTV. Mitzvah), from C Squared Studios/PhotoDisc/ bottom, from The Times/Camera Press/Retna. Page 63: Courtesy of Umbrage/Magnum Photos. PictureQuest (Easthampton Bowl, paid, tennis), from Page 210: From Alpha/Globe Photos. 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Classics, Hardeep Singh Sachdew/Sony Pictures Features, from WireImage.com, by Vince Bucci/ Page 233: From Online USA/Getty Images. Classics, Robert DiScalfani/Photonica. Getty Images, Dennis Van Tine/London Features, from Page 240: Clockwise from top left: from Getty Page 70: By Scott Gries/Image Direct (Hill), Markus Corbis Images/PictureQuest, from C Squared Studios/ Images, by Gilbert Flores/Celebrity Photo, from Klinko and Indrani (Bowie), Ellis Parrinder/Camera PhotoDisc/PictureQuest, from C Squared Studios/ London Features International Ltd., by Henry Press/Retna (Wyclef), Eli Reed (Eminem), Pieter M. PhotoDisc/PictureQuest, by Anna Boyé/Triangle McGee/Globe Photos, Fitzroy Barrett/Globe Photos, Van Hattem (Breeders). Postals, Dimitrios Kambouris/Fashion Wire Daily/ Mark Wilson/Getty Images, G. Staal and W. H. Page 72: From Dover Books (airplane). Retna, from PictureQuest, by Jules Frazier/PhotoDisc/ Mote/Hulton Archive/Getty Images, Rune Page 74: By Edward Holub/Corbis (eye). 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