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Photograph by Sam Kaplan for Fortune; Styling by Brian Byrne

When Exxon Mobil, GE, Intel, and others pushed for the education standards, they incurred the wrath of Tea Party conservatives and got a painful lesson in modern politics.

In February 2014, two of the world’s richest men, Bill Gates and Charles Koch, dined together at a West Coast restaurant.

They made quite the odd couple: the Seattle Microsoft MSFT co-founder, now devoting his time and fortune to changing the world, and the Kansas industrialist, still running his private conglomerate while working to shrink government to the size of a pea.

The two discussed many subjects and even touched, diplomatically, on topics they disagree about, such as climate change. There was a second sensitive subject that Gates broached, and it didn’t come up by chance. His team at the Gates Foundation had engaged in a process it calls a “faction analysis” and identified Koch as a key opponent on a crucial issue. Gates had a mission that night: He wanted to persuade Koch to change his mind about Common Core.

The two men were bankrolling opposite sides in a raging war over the future of American education. Through his charitable foundation, Gates has spent more than $220 million on the Common Core education standards, aimed at boosting the dismal performance of American children. Starting in 2010, 45 states adopted the benchmarks—which spell out what kids from kindergarten through high school should learn in reading and math—with little controversy. But a backlash ensued, and by early 2014 the standards were under fierce political attack, facing repeal in many states. Koch and his brother David were sponsoring several Tea Party–aligned groups that were fueling the rebellion.

The ABCs of Common Core

  • Replacing a hodgepodge of separate guidelines in 50 states, Common Core aims to provide a rigorous, more focused nationwide blueprint for what students should know at each grade in math and English language arts.
  • It seeks to improve the U.S.’s poor educational performance relative to other countries’, making graduates “college- and career-ready” and assuring the nation’s economic competitiveness.
  • It’s paired with new standardized tests to measure progress in meeting the new standards and to allow comparisons among states.
  • Though developed without government funds, Common Core received a boost from Race To The Top, a competition for federal education grants, prompting unexpectedly rapid adoption.

Now Gates tried to convince his dinner companion that opposing Common Core was bad both for Koch Industries, which employs 60,000 Americans, and the rest of U.S. business. “Bill talked to Koch to understand what his concerns were and to explain what he thought was the potential and the promise for the Common Core,” says Allan Golston, president of the U.S. program for the Bill & Melinda Gates Foundation. “When someone doesn’t believe in what you’re doing, it’s important to engage with them.”

But Koch wasn’t willing to engage with Gates on the issue. Instead, like a senator politely brushing off a constituent, he gave Gates the name of one of his staffers who focuses on the subject and suggested Gates call the staffer. The Microsoft billionaire left empty-handed. (Both men declined to discuss their dinner.)

This extraordinary tête-à-tête is just one example of how the war over Common Core has personally engaged—and bedeviled—some of America’s most powerful business leaders. Hugely controversial, it has thrust executives into the uncomfortable intersection of business and politics.

In truth, Common Core might not exist without the corporate community. The nation’s business establishment has been clamoring for more rigorous education standards—ones that would apply across the entire nation—for years. It views them as desperately needed to prepare America’s future workforce and to bolster its global competitiveness. One measure of the deep involvement of corporate leaders: The Common Core standards were drafted by determining the skills that businesses (and colleges) need and then working backward to decide what students should learn.

Organizations such as the Business Roundtable have devoted considerable effort to the initiative. The education chair for that association of CEOs, Exxon Mobil XOM chief Rex Tillerson, has played a particularly prominent role. A stern, commanding figure with an Old Testament glare and a chewy Texas drawl, Tillerson is an unlikely person to lead a campaign of persuasion. (Never a fan of the press, he declined to speak to Fortune for this article.)

Exxon Mobile CEO, Rex Tillerson, Common Core Rex Tillerson, the CEO of Exxon Mobil, has led the Business Roundtable’s advocacy for common core. The staunch Republican has found himself accused of promoting big government.Photo: Susana Vera— Reuters

But Tillerson has taken on the challenge with trademark intensity. He has pressed other CEOs to join the cause, spread the word by appearing at education summits, underwritten TV advertisements, and personally called legislators in multiple states to press for their support. His company went so far as to cut off campaign contributions to some politicians—even those who support the oil and gas industry—who spurned Tillerson’s entreaties on Common Core.

Other companies have been much more timid or have retreated in the face of the controversy. For example, General Electric GE —once among Common Core’s biggest supporters—has fled the fight after becoming a Tea Party target. “There’s a somewhat unwritten rule that if you’re a CEO, you only get your business involved in an issue that rewards your company in some fashion,” says former Intel chief Craig Barrett. Education reform is “such a hot topic,” especially as Common Core made it “more of a tar baby,” that “it’s sometimes difficult to get people enthusiastic,” he adds. “A lot of people just sit on the sidelines.” Adds Barrett, with exasperation: “It’s turned into a political food fight instead of an education discussion … The hope is that rational minds will prevail.”

This is a story about the role Big Business has played in the war over Common Core: how a handful of executives helped turn a decades-old ambition for education reform into reality, their fumbling bewilderment at finding themselves assailed by opposition they didn’t expect or understand, and how they’ve regrouped and rallied to defend what they wrought. It’s a high-stakes conflict that has generated breathtaking political flip-flops (see “The Flip-floppers and the Wafflers”) and upended traditional alliances, turning natural bedfellows into bitter enemies. It has seen some of the nation’s foremost capitalists accused of promoting an “immoral,” “freedom-robbing,” “socialist agenda,” aimed at turning America’s children into “mindless drones for the corporate salt mines.”

Along the way it has reinforced the depth of a growing divide that once would have seemed inconceivable: the gap between America’s most ardent conservatives and Big Business, which the former increasingly view as part of an undifferentiated “establishment” and hence nearly as odious as government. For now, Common Core has established itself in the vast majority of states and seems to be taking root. But the conflict over this issue shares many traits with the crusades over Obamacare, and one of them is this: Its most fervent opponents show not the slightest sign of relenting.

Common Core Protest Protesters outside a State Board of Education meeting in Irvine, Calif. in 2014.Photo: Anna Reed—The Orange County Register/

For decades, CEOs have bemoaned the state of U.S. education—with justification. American 15-year-olds ranked 27th out of 34 industrialized countries in math, and 17th in reading in the most recent international tests. Colleges complain that significant percentages of their entering freshmen require a remedial course. Businesses say they can’t find enough skilled U.S. workers.

But the executive mind-set on the issue—favoring consistency, efficiency, and accountability—has clashed with the American tradition of local control. “Why on earth can’t we insist on universal standards at least for 9-year-olds?” asked Alcoa AA CEO Paul O’Neill at a 1996 education summit convened by then-IBM IBM CEO Lou Gerstner and attended by business leaders and 43 governors. “Can’t a 9-year-old multiply by nine and get the same answer in all 50 states?”

To CEOs, the issue has always been a no-brainer. In an increasingly global economy, what sense does it make for America to have 50 different sets of education standards? Gerstner helped establish a nonprofit called Achieve Inc. in 1996 to promote education reform. With a board filled with governors and CEOs, the group served, over the next two decades, as a sort of lab for the national standards movement.

The modern era of U.S. education reform actually dates back to 1983, when a commission convened under Ronald Reagan produced a landmark report titled A Nation at Risk. “A rising tide of mediocrity,” it warned, “threatens our very future.” In response, William Bennett, Reagan’s education secretary, promoted mastery of a “common core of worthwhile knowledge, important skills, and sound ideas.” (Bennett went so far as to design a full K-12 curriculum.)

Conservatives cheered. But the idea was strictly voluntary—“It remains a matter best left for final decision to state, local, and private authorities,” Bennett noted—and it didn’t get far.

Uncle Sam’s role in education is an exquisitely sensitive issue: Federal law bars the government from dictating education standards or classroom curriculums. And state and local officials—who provide about 90% of public education funding—prize their control.

Reform efforts have needed to dance around that by seeking to persuade 50 states to embrace change voluntarily. “You really can’t work this issue on a national level,” says Gerstner. “You’ve got to work it state by state, city by city. It’s messy. Unfortunately, it doesn’t yield completely to reason, which businesspeople like.”

Every president since Reagan has flailed at this issue. George H.W. Bush and Bill Clinton convened special education panels and launched commissions in unsuccessful attempts to establish voluntary national standards. Finally, the Clinton administration was able to pass a watered-down initiative that required states to adopt standards and tests—but left them entirely up to individual states.

Most established tragically low expectations. President George W. Bush’s 2002 education reform, “No Child Left Behind,” only worsened this problem. It set the impossible requirement that 100% of students be “proficient” in reading and math by 2014, and punished schools that weren’t making adequate progress.

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To bring themselves closer to 100%, many states simply lowered the score needed to pass their tests. The result: In 2007, Mississippi judged 90% of its fourth graders “proficient” on the state’s reading test, yet only 19% measured up on a standardized national exam given every two years. In Georgia, 82% of eighth-graders met the state’s minimums in math, while just 25% passed the national test. A yawning “honesty gap,” as it came to be known, prevailed in most states.

Finally, in April 2009, organizations representing state governors and education chiefs agreed to develop a single set of rigorous standards: the Common Core State Standards Initiative. The ambition was to make all children “college- and career-ready,” with the same expectations in Mississippi as in Massachusetts. The standards would spell out what students should learn at each grade level, without dictating curriculum or how it would be taught. They would be accompanied by tough new standardized tests to measure progress in meeting the benchmarks. The tests were the hammer to drive improvement and provide accountability. The goal was universal acceptance. This would allow comparisons among states, help the children who move annually to a new state stay on track, and permit sharing of education ideas, textbooks, and teaching materials.

Promoters of the Common Core took three big steps to smooth adoption. First, they developed standards for only English language arts and math, avoiding the ideological land mines in teaching history and science, such as slavery, evolution, and global warming.

Second, they enlisted Bill Gates, whose foundation had already sunk hundreds of millions into other education initiatives. The Gates Foundation would help bankroll virtually every aspect of Common Core’s development, promotion, and implementation. “This is like having a common electrical system,” Gates told the Wall Street Journal in 2011. “It just makes sense to me.” His spending would be critical—but it would later feed a view among some that one rich man shouldn’t have so much say over a national policy.

In the short term, though, Gates’ millions helped make possible the third (and most important) step: writing the new standards without a penny from Uncle Sam. “State-led initiative” became advocates’ mantra for describing Common Core. “It had been crafted as a local-control issue, and we wanted to keep it that way,” says former Intel INTC CEO Barrett. “All the groundwork had been done very carefully.”

When it came time to draft the provisions, career readiness was a central focus. The writers spent their first two months learning what colleges and businesses wanted high school graduates to know by the time they arrived on their doorstep. From there, the writers “back mapped,” crafting grade-by-grade benchmarks to get them there. The resulting standards were then reviewed by teachers’ unions, state education officials, academic groups, feedback panels, and independent validation committees. Two drafts were published online, generating 10,000 public comments and prompting further revisions.

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Like the CEOs, federal education officials always knew this was treacherous terrain. “There was definitely discussion about whether the feds should get involved because of the potential for political backlash,” says Joanne Weiss, a former top deputy in the U.S. Department of Education under Obama. Now a consultant, Weiss acknowledges that the administration walked a tightrope. “The department tried to get involved in a way that just handed money back to the states, that let them do their own thing. We wanted to be both supportive and arm’s length—admittedly a hard balancing act.” Common Core’s architects also worked to avoid any federal taint.

For a time, it all worked according to plan—in fact, far better than anyone had imagined. The new standards rolled out to general praise from educators and endorsements from business groups. The most detailed appraisal (funded with $959,116 in Gates Foundation money) was conducted by the Thomas B. Fordham Institute, a right-leaning Washington think tank. Its 370-page analysis found the Core standards “clearly superior” to those in place in “the vast majority of states.”

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Forty-five states, more than half of them led by Republican governors, adopted Common Core by the end of 2011—remarkably short order. The only holdouts were Virginia, Alaska, Texas, and Nebraska; Minnesota took up the standards, but only for English.

The Obama administration tried to tiptoe. It didn’t attempt to mandate implementation, but it strongly encouraged it. The administration accelerated the process by launching Race to the Top, a competition among the states for $4.35 billion in federal grants. Applicants received 70 points (out of a possible 500) for approving “enhanced standards and high-quality assessments” (most obviously Common Core) by August 2010. In the midst of a deep recession, the cash promoted a quick embrace. The federal Education Department also provided $350 million in grants to two consortia set up by the states to develop the new Common Core tests.

In the 45 states, adoption of the standards, which typically required just a public meeting and approval by the state education board, stirred little notice. “Zero,” recalls Tony Bennett, the elected superintendent of public instruction in Indiana when the state signed on. “No controversy. No criticism.”

Victory in hand, Common Core advocates turned their energies toward the task of implementation. They didn’t foresee that a deep well of opposition was about to erupt. “In a sense the early days almost went too easy for us,” Gates would later say. “Everything seemed to be on track … We didn’t realize the issue would be confounded.”

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The “confounders” would turn out to be just the sort of people who today cause fits for billionaires and CEOs used to exercising power through traditional channels: passionate regular folks linked to activist networks with a firm grasp on how to maximize the power of the Internet and social media. Gayle Ruzicka, who volunteers as Utah state president for Phyllis Schlafly’s Eagle Forum, had long been battling to preserve local control of schools. Indeed, Ruzicka takes “local control” far beyond where most parents would: She homeschooled all 12 of her children. Ruzicka was deeply concerned by what, in late 2010, she began to hear about Common Core. To her it sounded like, as she puts it, “a backdoor way in to national standards.”

States had adopted Common Core, Ruzicka says, “before parents even knew what happened.” In retrospect, approving an education transformation without building parental support would turn out to be a huge mistake. It meant that the opposition would mass and organize before many potential allies of the standards even realized they needed to be defended. Ruzicka began gearing up to fight it. She coined a phrase that crystallized her view of the problem with devastating rhetorical force: “Obamacore.”

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Ruzicka wasn’t alone. In the fall of 2011, an Indiana mom named Heather Crossin became alarmed about changes in how her 8-year-old daughter was being taught math. Her third-grade homework didn’t ask her just to solve three times nine—it demanded that she explain the reasoning behind her answer. Crossin was at a loss to help. The principal at her child’s school blamed the changes on Common Core.

Crossin, who once served as a legislative assistant to Republican Rep. Dan Burton, began organizing Hoosiers Against Common Core. She approached local Tea Party groups and welcomed the help of national organizations opposed to the standards, including the American Principles Project, where a man named Emmett McGroarty served as education director and as a key figure in the fight. They fed Crossin’s group anti–Common Core “white papers,” set up its website, helped plot strategy and write leaflets, and even flew in for local rallies and media interviews.

The grass-roots moms’ rebellion, fanned through social media and the Tea Party network, quickly gained momentum in multiple states. Says Business Roundtable vice president Dane Linn, then education policy chief for the National Governors Association: “We heard the rumblings in the states. It was like prairie fire after prairie fire.”

One of the first shocks for supporters of Common Core came in Indiana. There opponents targeted superintendent Bennett, a conservative Republican whose advocacy of school vouchers, charter schools, tough teacher evaluations, and Common Core had made him a darling of national reformers. In November 2012, Bennett was defeated in a reelection bid by a massively outspent Democratic opponent, a former teacher who had voiced skepticism about the standards. In the same election, Tea Party Republican Mike Pence succeeded Mitch Daniels, the term-limited GOP governor who had backed the standards. A few months later, Indiana delayed its implementation of Common Core.

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Tea Party groups soon made Common Core a national rallying cry. In 2013, Glenn Beck took up the cause, declaring it “Communism—we are dealing with evil.” That April the Republican National Committee passed a resolution condemning Common Core as an “inappropriate overreach to standardize and control the education of our children so they will conform to a preconceived ‘normal.’ ”

In the hands of opponents, the “state-led” plan, commissioned and adopted voluntarily by nearly all the nation’s governors and school chiefs, was recast as a “national takeover of schooling” developed “behind closed doors” by “private trade groups” and, of course, Barack Obama. Indeed, the president’s perceived imprimatur was the chief cause of opposition, in the view of some supporters. “If we had a Republican president, I don’t think we would have had this backlash,” says Cheryl Oldham, a former George W. Bush administration official who is now vice president of education policy at the U.S. Chamber of Commerce. “It was because it was viewed to have been something that was Obama-led and -driven and forced on everyone. That just fueled a lot of the pushback.”

Critics claimed that Obama’s Race to the Top funding had “forced” states to adopt Common Core. In fact, the federal government has a long history of granting states money to write standards. And the agreement that governors signed to develop Common Core explicitly welcomed Uncle Sam’s cash, acknowledging an “appropriate federal role in supporting this state-led effort” with incentives. Obama would give critics further ammunition by repeatedly praising the higher standards, even as he took pains to note that they’d been developed “not by Washington.”

To be sure, there were legitimate questions: Was the implementation schedule too rushed for such a massive classroom change? Were the standards too tough—or not rigorous enough? Some people were suspicious of business’s support of the standards, charging that they were aimed at turning out corporate “drones” and “minimally educated worker bees.” Did the English benchmarks emphasize analysis of “informational texts” too much, at the expense of literature? Would it all be too costly? Some questioned the premise that smarter standards would boost learning at all.

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Teachers’ union leaders—who had endorsed Common Core at the outset—complained bitterly about its rollout, especially objecting to the immediate use of new standardized tests in their performance evaluations. This criticism of “high-stakes testing” would later bring Common Core under assault from both ends of the political spectrum.

But it wasn’t wonky details that threatened to unravel the initiative. It was the most extreme claims, which spread like wildfire. Schlafly called Common Core an Obama scheme—in collaboration with book publishers and Gates—to “dumb down” schoolchildren, “indoctrinate them to accept the left-wing view of America,” engage in “active promotion of gay marriage,” and “dismantle moral society.” Bloggers warned that Common Core would allow the federal government to engage in wholesale data collection on schoolchildren—including iris scans—then sell the information “to the highest bidders.” Parents charged that Common Core forced 10th-graders to read pornography out loud in class and required graphic sex-ed instruction. One Florida legislator asserted that the state’s Common Core testing will “attract every one of your children to become as homosexual as they possibly can.” Never mind that none of those assertions were true.

Common Core was becoming politically radioactive for Republicans. “All of a sudden in 2013, you saw these Common Core repeal bills getting introduced all over the place,” says Fordham Institute president Mike Petrilli. “Those of us for it were caught pretty flat-footed. We realized this thing was at risk.” If somebody didn’t fight back, it appeared, Common Core might go down in flames.

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“It is utterly distressing to me to sit and watch these political debates around a subject that is so vitally important to our children, to the future of our country, and competitively,” fumed the silver-haired man in the dark suit and gold tie, waving his arms in exasperation. “And I’m going to tell you, I’m extraordinarily disappointed in my home state. I’ve spent many hours on the telephone during the last legislative session. To no avail. Could not make a dent. So the political forces around this are powerful. But they have to be taken on.”

It was a strange thing indeed to hear Rex Tillerson, CEO of Texas-based Exxon Mobil, bemoaning his impotence at a 2014 panel discussion in Washington, D.C.  But such is the frustration of serving on the frontline in this war. Like other CEOs engaged in education reform, Tillerson sees high national standards as a “business imperative.” Companies simply can’t find enough skilled American workers.

But Tillerson articulates his view in a fashion unlikely to resonate with the average parent. “I’m not sure public schools understand that we’re their customer—that we, the business community, are your customer,” said Tillerson during the panel discussion. “What they don’t understand is they are producing a product at the end of that high school graduation.”

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The Exxon CEO didn’t hesitate to extend his analogy. “Now is that product in a form that we, the customer, can use it? Or is it defective, and we’re not interested?” American schools, Tillerson declared, “have got to step up the performance level—or they’re basically turning out defective products that have no future. Unfortunately, the defective products are human beings. So it’s really serious. It’s tragic. But that’s where we find ourselves today.”

Exxon Mobil’s philanthropy has long been focused on math and science education. Tillerson himself became deeply engaged in the Common Core fight in early 2012, when he became chairman of the education and workforce committee for the Business Roundtable, the powerful Washington, D.C., trade group for 202 big-company CEOs.

But while opponents like Ruzicka and Crossin harnessed the power of the web, Tillerson’s team turned to an older, more genteel form of media—the kind that is better at reaching silver-haired CEOs than, say, blogger moms. In April 2012, Exxon Mobil ran an advertisement during the CBS telecast of the Masters golf tournament. Common Core is “unlocking a better way to prepare our children for college and careers,” the ad argued. The tagline: “Join Exxon Mobil in supporting the Common Core State Standards Initiative.”

It’s hard to say whether the Exxon ad had any impact when it first appeared. But by the time it aired again a year later, it generated a reaction—a deeply hostile one. Glenn Beck responded with a 12-minute polemic, and emails—99% critical, according to ExxonMobil Foundation executive director Pat McCarthy—cascaded in. “Big Businesses Whore for Common Core,” headlined one blog post discussing the ads. Critics began urging a company boycott. Wrote one: “Cut the gas cards up … this is disgusting.”

Even the government expressed frustration. In May 2013, Secretary of Education Arne Duncan scolded executives at a U.S. Chamber of Commerce event for failing to do more to defend Common Core: “I don’t understand why the business community is so passive when these kinds of things happen.”

Many companies stayed on the sidelines. Worse, one staunch supporter—GE (see below)—abandoned the fight.

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As the threat grew during 2013, Common Core’s supporters struggled with how to fight back. “Our responses initially were fact-based,” says Achieve’s president, Mike Cohen. “But the opposition’s appeals were more emotional than that. It turned out facts didn’t often matter.”

Everyone wanted to coordinate strategy; supporters considered a national advocacy campaign, including TV ads. But advocates didn’t want to reinforce the very notion they were trying to combat. “Having someone from Washington explain that there’s not really a conspiracy here doesn’t really put the fire out,” notes Cohen.

Grass-roots rage had made Common Core a potent issue. Many Republican officials who had backed the standards were now flip-flopping. Presidential aspirants performed some of the most remarkable acrobatics. In Oklahoma in 2013, Common Core supporters enlisted Mike Huckabee, the former governor of next-door Arkansas, to fight a growing repeal movement. Huckabee wrote a two-page letter urging lawmakers to stay the course: “I’ve heard the argument these standards ‘threaten local control’ of what’s being taught in Oklahoma classrooms. Speaking from one conservative to another, let me assure you this simply is not true.” Huckabee called the Common Core standards “near and dear to my heart … something to embrace.”

Less than two years later, after announcing plans to seek the Republican presidential nomination, Huckabee had a different view. “We must kill Common Core and restore common sense,” he declared on his campaign website. Huckabee was hardly alone in reversing his position.

Conservative politicians cast Common Core as a looming threat to liberty. Even in Texas, which never adopted the standards, the state legislature—in the name of defending local control of education—passed a law in June 2013 making it illegal for any school district to use the Common Core standards. In his successful run for governor, Greg Abbott vowed to “crush” Common Core.

At the Business Roundtable, Tillerson importuned his fellow CEOs at every meeting to “be visible in their support” and “pick up the phone and call key state leaders to voice their support for staying the course,” according to Linn, who became the group’s education specialist around that time. The Exxon CEO urged them to wield their lobbying and economic clout, especially in states where they operated major facilities with lots of jobs. Tillerson was so persistent that he annoyed some of his CEO peers.

Some companies—such as Intel and Cisco CSCO —promoted the standards. But the response from others fell short. The Exxon Mobil CEO simply couldn’t move his peers amid the political heat.

Tillerson didn’t hesitate to flex his own muscle. In May 2013, after Pennsylvania delayed implementation, he fired off a letter reminding the governor and others that his company had “significant operations” there. Common Core, he advised them, was necessary to give Exxon Mobil “the confidence that the education standards we require for employment will be met by your state’s graduates.” An education blogger quickly branded this a “Mafia-style letter,” and suggested Pennsylvania’s governor “may soon wake to a horse’s head laying in his bed, which will smell vaguely of gasoline.”

Five months later, Tillerson was even less subtle, warning lawmakers contemplating repeal that Exxon Mobil might not hire anyone from states that don’t have Common Core. “If I can’t find the workforce in the state that I’m in, I will go to the next state and find that workforce,” he told NBC’s Tom Brokaw in an interview on stage at an education conference. “And I’m going to look in states that are using the Common Core State Standards because I have a high degree of confidence in the kids that graduate under that system.”

The persistent advocacy from Exxon’s gruff CEO, a staunch Republican and blunt critic of federal regulation, drew some particularly improbable attacks. Tom Borelli, then a leader of Tea Party group FreedomWorks, called Tillerson’s support “another example of the Big Business establishment joining ranks with big government to expand centralized control of our lives.”

Common Core Fourth grade students discuss fraction problems at Piney Branch Elementary School in Takoma Park, Md. in 2013. Photo: Linda Davidson—The Washington Post via Getty Images

By early 2014, the tide seemed to be turning against Common Core. Indiana became the first state to drop out entirely. South Carolina soon followed. Over the next year state lawmakers would introduce more than 100 bills to limit or halt implementation and 40 to drop Common Core altogether, according to a tally by the National Conference of State Legislators.

Oklahoma would become the site of the most dramatic reversal for Common Core to date. Mary Fallin had won election as the state’s first woman governor as a strong supporter of Common Core. She vigorously defended the standards in a January 2014 speech to the National Governors Association.

That spring the Oklahoma legislature overwhelmingly passed a bill that didn’t just scrap Common Core. It dictated that the state eventually implement new benchmarks—subject to a 10-point comparison to make sure they didn’t even resemble Common Core.

Fallin had not indicated whether she would sign the legislation, and activists descended en masse to persuade her. One group of opponents besieged the Capitol wearing green T-shirts reading common core is not ok. National organizations swamped Fallin’s office with thousands of calls urging her to sign the repeal. School administrators and teachers, meanwhile, warned of educational chaos; they had already prepared classroom plans for the fall aligned to Common Core. Business groups urged a veto. Tillerson, in Oklahoma City to deliver a speech at an energy conference, urged Oklahoma not to retreat from its “prior commitment” to “high and meaningful standards.”

In the end, Fallin sided with Common Core’s opponents. On June 5, 2014, she signed the new legislation, citing the “widespread concerns” that Common Core “gives up local control of Oklahoma’s public schools”—the very concerns she’d previously dismissed.

It was about this time that Tillerson’s company adopted a new policy for its corporate political action committee. ExxonMobil PAC would make no more donations to elected officials actively opposed to Common Core, even those who typically back the company’s principal business interests.

Among the first to be affected: Oklahoma Gov. Fallin. Her campaign committee had received a combined $6,000 in annual donations from ExxonMobil PAC in 2011, 2012, and 2013. In 2014, as she campaigned for reelection, ExxonMobil PAC gave her nothing.

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Even before the defeat in Oklahoma, Common Core’s supporters had begun to recognize that they had to step up their defense—and do so in a more localized way. The real fight was occurring in individual states considering repeal. The proponents unrolled a “ground game,” helping launch state advocacy groups with full-time staff and websites, featuring testimonials from local teachers and business leaders supporting Common Core.

Recognizing the need for conservative political and PR savvy, Common Core backers turned to a new nonprofit they’d established, called the Collaborative for Student Success, to “ensure fact-based discussion.” (The group’s funding includes $27.9 million from the Gates Foundation, as well as grants from the ExxonMobil Foundation.) To run it, leaders of eight big foundations hired Karen Nussle, a former Newt Gingrich aide who had become a Washington PR and marketing operative. Nussle assumed the role of “conservative whisperer.” She established a rapid-response operation, to spin news about Common Core and respond fiercely to opponents’ charges.

She also retained William Bennett, one of the fathers of Common Core, as an advisor. In ads and media interviews aimed at calming the right, Bennett bashed the Obama administration for meddling (“That messed up everything,” he tells Fortune), but defended the standards as “still excellent” and a “conservative idea.” America, he told the Manchester Union Leader, needed to adopt “real standards” across the country “so we can stop being the dumb asses of the industrial world.” Nussle says Bennett, now an author and radio talk-show host, makes an ideal advocate because he is “unassailable as a hard-core conservative.” (Still, assail him they have. The conservative blog put it this way: “Bill Bennett paid to pimp for Common Core.”)

A few business leaders stepped up their efforts too. State Farm helped fund Biz4Readiness, a smartphone app developed by the Committee for Economic Development, as a sort of electronic cheat sheet for CEOs to use in promoting the standards. It included statistics, talking points, videos, and rebuttals to “common myths” about Common Core. In 2014 the U.S. Chamber of Commerce and Business Roundtable bankrolled a two-month round of ads. They aired on Fox News rather than during a golf tournament.

A fourth-grader in San Pablo, Calif. explains his solution to a math problem for his classmates in 2013. Math teachers are changing the way they deliver lessons to students to adapt to new Common Core curriculum standards.Photo: Kristopher Skinner—TNS/

The anger against Common Core remained fierce, with politicians facing intense pressure. And yet most state education officials and many teachers continued to view the substance of the standards as extremely valuable. In the face of these opposing positions, an almost-too-easy third way began to emerge.

Instead of dropping out, 27 states simply renamed their education standards. In most cases they tweaked some of the provisions while retaining the vast majority. In Florida, for example, the dreaded Common Core was dead! Long live … the Next Generation Sunshine State Standards!

This provided political cover for Republicans. For their part, supporters of Common Core concluded they had no need to fight such initiatives. (The advocates note that any serious standards will necessarily share many elements with Common Core. Says Rich McKeon, head of the education program at the Helmsley Charitable Trust, a philanthropy that has given millions to support the standards: “It’s hard to get rid of Common Core completely unless we don’t want kids to do a lot of math and writing and deep analytical thinking.”)

The moves lowered the temperature in the fight, and by 2015 the repeal forces seemed to be losing momentum. The battle of Arizona may have been the turning point. The state’s Republican governor, Doug Ducey, took office in January 2015 after campaigning against Common Core. Tea Party–backed legislators promptly prepared a bill to dump the standards, which had been embraced under Ducey’s GOP predecessor, Jan Brewer.

Opponents took aim at both the standards and their supporters, including former Intel CEO Barrett. Once again the accusations were wild. A Republican, Barrett had retired to Arizona and served as an education adviser to Brewer. A group called Arizonans Against Common Core declared that Barrett “has UN ties!” and advised that “Common Core Science Standards”—actually, there are none, since Common Core doesn’t deal with science—“Teach Global Warming!” The repeal bill passed the Arizona house and went to the senate, where Republicans had a big majority.

This time, though, the business community had seemingly learned how to tangle with the organized opposition. The Arizona chamber of commerce—and Barrett—fought back hard. The chamber lobbied furiously, senator by senator, arguing that the state, which had been struggling for years to improve its poor-performing school system, needed the standards to attract jobs. They made the same case to Ducey, a former CEO of Cold Stone Creamery. Soon after, the governor publicly stated that getting rid of the Common Core standards wasn’t “necessary” after all. A week later, the Arizona senate voted 16–13 to preserve the standards.

COR.01.01.15.Common Core.line_graphic.800

The adversaries of Common Core have no intention of capitulating. In 16 states, it now faces various implementation “reviews.” The clock ran out in 2015 without any more states dropping out. But in 2016, legislative assaults will undoubtedly resume.

That said, Common Core has become a reality. Like Obamacare, it’s reviled in many quarters. Yet it’s increasingly impractical to undo. Countless schools have established curriculums designed around the standards, retrained teachers, and bought new books and materials. Reversing course would require redoing all of that again. Today, 42 states remain officially committed to the Common Core (under whatever name), while South Carolina, Indiana, and Alaska have standards of their own that experts say closely resemble Common Core. After decades of controversy and conflict, a single set of thoughtful, higher standards is shaping the education of most American schoolchildren. (Exxon Mobil is confident enough of the standards’ staying power that it has rescinded its policy of withholding campaign contributions to opponents of Common Core.)

It remains unclear how well this grand experiment will meet its ultimate goal: better preparing kids (and our country) for a challenging future. A key element of the Common Core effort—common standardized tests to allow honest assessments of progress—remains unfulfilled, swept back by a wave of parental concern about over-testing and teacher anxiety about being judged too harshly too soon. (Indeed, even the Gates Foundation—a staunch advocate of testing accountability—has urged a two-year moratorium on using new Common Core exams for teacher evaluations or student promotions, citing the need to give everyone time to adjust.)

Of 43 states initially enrolled in one of the two consortia established to develop new Common Core tests, only about half remain. Dropout states, which must use their own tests, have cited teacher and parent concerns, as well as unhappiness with the new exams and their cost. But for states unwilling to repeal the standards, abandoning the tests has also become a way to assert local control—and appease anger about the Common Core.

The first states started using the new tests this year, producing refreshingly honest—if predictably dismal—results on student proficiency. As education experts see it, it will take several years to assess how successfully the combination of standards and “aligned” tests can drive improvements in the classroom.

“We’re better off than we were before Common Core,” says veteran education scholar Chester Finn, a senior fellow with Stanford’s Hoover Institution. “We’ve got better standards. There’s less lying about the performance of kids and schools. There’s some better curriculum in place. If you were hoping for a 100% gain, today we’re probably looking at a 37% gain. But honestly it’s still early days. The aircraft carrier of an education system turns really slowly.”

GE’s Retreat

General Electric was a leading supporter of Common Core—until it began facing political pressure over the initiative.

COR.01.01.15.Common Core.Scantron Photograph by Sam Kaplan

Initially, no company supported the Common Core standards more enthusiastically than General Electric. In February 2012 the company’s charitable foundation announced an $18 million grant—“the largest corporate commitment to date for the Common Core,” its press release noted—to help states transition to the new standards. That August, GE gave another $7 million to Achieve Inc. to aid Common Core’s implementation.

GE, which has been active in education philanthropy for decades, didn’t just write checks. Led by foundation president Bob Corcoran, a 34-year GE veteran, it evangelized for Common Core. For three years the foundation convened an annual Business and Education Summit focused heavily on Common Core. The 2012 event was dedicated to developing a “unified business effort” backing the standards.

The foundation simultaneously held a separate weeklong conference for educators at the same location, dedicating most of the agenda to Common Core. GE Foundation education director Kelli Wells opened the 2011 event, according to a video posted by an attendee, by declaring, “We’re going to be focusing on the Common Core so much that you’re going to be eating and drinking and dreaming about the Common Core.”

The GE Foundation website asserted that “the future health of business depends on this historic initiative.” It urged executives to promote Common Core with state officials, give speeches, “engage the media,” and “keep pressure on school boards.” GE recruited 73 executives—including the CEOs of Alcoa, Boeing BA , and State Farm—to sign an open letter backing Common Core, which was published as a full-page ad in the New York Times in February 2013.

GE also urged companies to remain resolute in the face of the political storm that the reforms were sure to generate, noting, “The business community can be the spine of stability in a changing environment, helping others stay the course too.”

As it turned out, GE didn’t maintain its own “spine of stability.” In 2013 the Tea Party, which was already accusing GE of “crony capitalism” for backing the Export-Import Bank, began attacking the company on Common Core. That April, protesters from FreedomWorks, a Tea Party group, picketed GE’s annual shareholders meeting at the New Orleans Convention Center. They carried signs reading GE LEAVE EDUCATION ALONE! and GENERAL ELECTRIC STAY OUT OF MY CHILD’S EDUCATION.

In July 2013 the GE Foundation devoted a conference to Common Core for the last time. That October, Corcoran retired as head of the foundation, replaced by GE’s chief diversity officer, Deborah Elam. With that, GE would stop making new grants and advocating Common Core. Says the Business Roundtable’s Dane Linn: “They stopped funding anything Common Core related.”

Wells, who remains director of GE’s U.S. education philanthropy, insists the foundation “never took a stance on Common Core, in the sense of the yes-or-no piece of it.” She says GE merely gave money to help educators required to teach to the standards. “It wasn’t something where the foundation was saying it’s right or wrong,” says Wells. “Both sides had valid points and positions.” While denying any “retreat,” Wells acknowledged that the growing controversy made GE uncomfortable. “That was not something we wanted to be involved with.”

Corcoran says he left GE of his own accord. Unaware of the capitulation until Fortune informed him of it, he says the GE Foundation was “absolutely totally committed” to backing Common Core during his tenure, calling it “some of the best work the foundation has ever done.”

Adds Corcoran: “If GE has moved away from that investment, it saddens me. If Common Core dies because it’s been abandoned too early—moving on to new investments while others tear it apart—you won’t see an effort to increase the quality of education systemically in this country for 20 more years.”

A version of this article appears in the January 1, 2016 issue of Fortune.

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