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The morning of September 11, 2001, felt routine. I was preparing to leave for work from our house on Laird Avenue. Jackie had just left to drive Chase, then a junior at East High School, to his 7:30 a.m. seminary class. Eleven-year-old Westin had joined me in a bedroom to talk as we got ready for the day. My oldest son, Mike, was in the basement preparing to leave for work, having just started his first job after graduating from college. Anne Marie and Taylor were both at Utah State University. Glancing at my watch, I noted it was 7:40 a.m. “I need to leave,” I thought. I had an 8:00 a.m. meeting at the Governor’s Mansion with Tom Vander Ark of the Bill and Melinda Gates Foundation My phone rang. Caller ID showed it to be Joanne Neumann, director of Utah’s national office in Washington, D.C. It wasn’t unusual for her to call me at that time of the morning. My Washington portfolio was robust, and it was convenient for both of us to talk first thing in the morning like that. The tone of her voice signaled something far different than any previous call—she spoke with a breathless sense of panic. “Are you watching what’s happening here?” she said, nearly shouting at this point, “We’re under attack!” “Westin, turn on the television,” I said, pointing to a wooden, double-doored chest in the room that held a small television, “Something’s happening.” Joanne could not be calmed. “Two planes have hit the World Trade Center, and now one has hit the Pentagon building,” she said, “I’ve got to get out of here.” “Yes,” I said, “go, get out of there.” On television, unimaginable scenes were unfolding live, showing America under attack in two of its major cities, with more devastation yet to come. As the morning began, four coordinated terror attacks were launched on the east coast by al-Qaeda hijackers using commercial jetliners as weapons. The first two hijacked jets crashed into the twin towers in New York City at 6:46 a.m. and 7:03 a.m., Utah time. At 7:27 a.m., a third hijacked aircraft slammed into the side of the Pentagon. The fourth aircraft, which had departed later than the others, crashed and disintegrated in a field in Pennsylvania at 8:03 a.m. after heroic passengers, who had learned of the previous attacks, fought back against the hijackers and forcefully attempted to gain control of the plane. “Two planes have hit the World Trade Center, and now one has hit the Pentagon building.” Initial shock and confusion soon made room for a seismically grim reality. The United States was at war—but the question was, with whom? Joanne Neumann and thousands of others spent the next couple of hours trying to get out of Washington, D.C., amid reports that another flight was headed toward Washington, D.C. Their escape was punctuated with the smoke from the Pentagon strike clouding the sky. The White House and U.S. Capitol Building were obvious targets, and both were being evacuated. People were running for their lives, with the expectation that an airliner could crash into those seats of government power at any moment. Westin and I stood in front of our television watching. I heard Mike S. walking upstairs and called to him, “Mike, you’ll want to watch this.” He joined us. Within moments, Jackie walked in the back door. Her familiar call, “Mike. . .,” had urgency. The tone of her voice made evident she had been listening to the radio. We all huddled around the television, speechless. Just under an hour after being hit, the South Tower of the World Trade Center collapsed. People streamed through the streets of lower Manhattan, many bloodied or coated with dust, all fleeing the enormous dust and debris cloud pouring from the tower site. It was chaotic and surreal, and playing out for the world to see on live television. Within minutes came word that the fourth hijacked plane, United Flight 93, had plunged into the ground near Shanksville, Pennsylvania. The 9/11 Commission’s investigation of the attacks would later determine that the Flight 93 hijackers’ intended target was indeed the White House or Capitol. The combined death toll was not immediately known, but as soon as it was known it was staggering—2,977 people killed in the four crashes, along with the 19 hijackers. And as a traumatized nation watched it live on television, the unease and questions mounted. What would happen next? What did it mean for us? Jackie whispered: “My mother called me in the car. Her first words were, ‘I hope this doesn’t mean those boys of yours will have to go off to war.’” The thought had crossed my mind, and I completely understood why this moment would be particularly poignant for Cleo Smith and for her generation. They had experience with events such as these. The course of their lives was instantaneously altered when the Japanese bombed Pearl Harbor on December 7, 1941. It was a moment just like the one we were experiencing, when a foreign adversary had totally surprised our nation with a devastating attack that took thousands of lives. But the Japanese had attacked a military target; this was an attack on civilians and on the mainland of American soil. It was unthinkable. After Pearl Harbor, Jackie’s father, Lewis Calder Smith, at the age of twenty-three, was deployed as a fighter pilot. He served for the next four years flying combat missions over the Pacific, about 144 of them. Our two oldest sons were within months on either side of the same age. Was Cleo right? I wondered. Would this change the course of our sons’ lives, like it did their grandfather’s? The North Tower of the World Trade Center fell at 8:28 a.m. Mountain Time, its 110-plus floors pancaking to the ground alongside its twin, both with a similar eruption of dust, flying debris, and ruin. The time that elapsed from the first attack to the final fall: one hour, forty-two minutes. Watching in horrified silence I said to Jackie, “I need to get to the Capitol. We need to open the Emergency Management Center.” Emergency Management Center Anticipating the moment, my security detail had already swung into action. Alan Workman, the head of the security detail, had called his entire team in to work. My driver for the day, Shane Nordfelt, or Nordy as we called him, waited in the driveway of our house. We drove with a speedy sense of urgency toward the Mansion, where I stopped briefly to tell participants of a scheduled 9:00 a.m. meeting that there would be no meeting. I called ahead to the office, asking that my senior staff be assembled at the Capitol, and then quickly headed there myself to meet with the state’s comprehensive Emergency Management team. I walked up the back stairs to my office to huddle with senior staff, then went directly to the Emergency Management Center where the team from state government was beginning to assemble. The Emergency Management Division of state government, headquartered in the basement of the State Office Building, is part of the Department of Public Safety. One of the division’s key functions is to maintain readiness of an operating center that can be quickly put together in the case of an emergency. It is staffed around the clock. The room is equipped with desks where each part of state government can send a representative. There is radio equipment and other communications gear that allows coordinated decision making. There is also an office for the governor. By the time I arrived, the head of public safety, Bob Flowers, was standing by. I was briefed on what they knew at that point. All flights incoming to or over the continental United States had been ordered grounded—an unprecedented decision by the Federal Aviation Administration (FAA). Air Force and Air National Guard bases scrambled fighter jets over New York City and Washington, D.C., while every aircraft other than the military fighters was being summoned to land—they had to be viewed as potential weapons. Over the next two-and-a-half hours, some 3,300 commercial flights and 1,200 private planes were guided to land at airports in Canada and the United States, and the U.S. airports were closed. “Mommy, is there still an America?” The president of the United States, George W. Bush, who had been visiting a school in Florida, boarded Air Force One and was flying to an undisclosed location as officials in Washington tried to determine the breadth of the attacks. Most of this information was coming from live television coverage. There was no official information being conveyed. Tension and Patriotism For the next several weeks, Americans navigated life an atmosphere of stunned shock, soon eclipsed by a sense of profound patriotism that swept across the nation. American flags appeared everywhere; vigils were held; military enlistments soared. Television and other media focused almost exclusively on the recovery operations at the World Trade Center, which quickly became known as Ground Zero. The stories of the family members of the thousands who were lost began to be told. We mourned together as a nation. The tone of society changed as to reflect inwardly. Many began asking deeper questions, turning toward their religious beliefs. I heard a mother tell a local radio host that her young daughter, confused by all the news and sadness asked, “Mommy, is there still an America?” With air travel prohibited, the stories of stranded people trying to make their way home became common. Tom Vander Ark from the Gates Foundation, my 8 a.m. appointment that morning, spent several days at the Governor’s Mansion because there were no planes flying for several days. Ultimately, he rented a car and drove home to Seattle. Gary Doxey, general counsel in the Governor’s Office, was in Washington, D.C., at the time and did the same thing, driving cross-country in a rental. The term “fog of war” well describes the condition that existed for the first few days after the attacks. Events were unfolding simultaneously, but lack of visibility or perspective made it difficult to gain situational awareness. Rumors, misinformation, and fear-based conclusions led to confusion. The United States had been at war many times before, but this was the first time an attack had been made on American soil. Yes, Pearl Harbor was an American territory at the time, but the 9/11 attack struck right at the heart of our country’s safety and security. It was clear, a page had turned in history. A Wartime President Over the next several weeks, news media constantly played a video of the moment Andy Card, the president’s chief of staff, interrupted President Bush on the morning of September 11 as Bush was reading a book to children at a school in Sarasota, Florida. There he was, a former colleague governor and friend who had been elected in a controversial national election decided after recounts, court decisions and a political party dogfight, two hundred thirty-four days after his inauguration facing his generation’s Pearl Harbor. George W. Bush, from that moment on, would be a wartime president. The events of September 11, 2001, in many ways defined the presidency of George W. Bush. Over the ensuing months, I had many interactions with the president. The weight of the presidency, compounded now by the intensity of war, had been brought to bear very early in his term. All of his capacity as a leader and human being were being called upon to lead a tense, grieving nation into a unified response. “God was lifting an ordinary man to meet the moment—a man I knew.” Three days after the attack, the president traveled to the World Trade Center site to support first responders who were undergoing the painstaking, dangerous, and gruesome work of sorting through a mountain of twisted steel and debris looking for survivors and the remains of those who were buried in the buildings’ collapse. A spontaneous moment occurred that day which, when coupled with an address to Congress shortly thereafter, galvanized America’s moment of unity. The president stood on a pile of rubble at Ground Zero, speaking into a portable bullhorn in order to be heard by workers. His arm was draped around the shoulders of Bob Beckwith, a retired member of the New York City Fire Department who had gone to the tower site to help with search and rescue efforts. As President Bush spoke of the nation’s gratitude for their service, workers above him on the pile of debris shouted, “We can’t hear you.” The president looked toward them and said, “I can hear you. The world hears you. And the people who knocked these buildings down, will hear all of us soon.”(1) It was a transformative moment for him and for the nation. A week later, September 20, 2001, the president appeared in the House of Representatives to address a joint session of Congress and the nation. He had stood at that podium before, but this was different. The nation needed reassurance and a rallying cry; our allies needed a call to action; and any friend to our enemies needed warning. I vividly recall the feelings I had watching George W. Bush standing on the dais of the House, addressing the nation as members of Congress applauded in a bipartisan show of unity. President Bush is four years, eight months older than me. I wondered if he felt prepared for such a moment with the entire world watching. His speech answered my question. It was powerfully written and delivered by a man who seemed lifted up in a spiritual way to meet the moment. The thunderous and prolonged applause by a usually partisan Congress finally subsided. It was a demonstration to the world of a nation shaken but unbowed, confident in its convictions, and now unified. “We are a country awakened to danger and called to defend freedom. Our grief has turned to anger and anger to resolution. Whether we bring our enemies to justice or bring justice to our enemies, justice will be done,” he intoned. Later in the speech the president spoke, expressing resolve I would later quote in my State of the State address: Our nation, this generation, will lift the dark threat of violence from our people and our future. We will rally the world to this cause by our efforts, by our courage. We will not tire, we will not falter, and we will not fail. He concluded by introducing the mother of a first responder who had died along with thousands of others that day. The mother had given the president the officer’s badge. He pledged to carry it with him each day as a reminder, saying: I will not forget the wound to our country and those who inflicted it. I will not yield, I will not rest, I will not relent in waging this struggle for freedom and security for the American people. The course of this conflict is not known, yet its outcome is certain. Freedom and fear, justice and cruelty, have always been at war, and we know that God is not neutral between them.(2) “Walk out and meet him. It will be a nice surprise.” Watching the president deliver the September 20 speech in the House chamber was a moving experience for me, a spiritual feeling. I sensed that my friend was being elevated to meet a critical moment in the history of our nation. A Friend Elevated I reflected back to the time in late November 1998 when Bush, then still governor of Texas, visited Israel with me and two other governors, and we had visited Jerusalem’s Western Wall. Bush had been recognized and greeted by people we encountered there, which heightened buzz in the U.S. that Bush was eyeing the 2000 presidential race. I had written about the experience in my journal saying, “Today I saw fate fall upon a man.” The 9/11 attack nearly three years later brought fate to George Bush in a far more resounding and irrevocable way. The feeling I had watching his national address was not about Bush personally, but rather a strong sense that in answering the prayers of millions, God was lifting an ordinary man to meet the moment—a man I knew. It was a feeling of peace for me at a time when our nation faced the most significant crisis in my lifetime. Not long after the speech, I was in Washington and visited the White House for a meeting with members of the president’s staff. Joanne Neumann accompanied me. The president had been on my mind, so I stopped by Chief of Staff Andy Card’s office intending just to leave a message of encouragement. Andy said, “Can you wait for a few minutes? The president is arriving on Marine One on the South Lawn soon and I think he would really enjoy seeing a friend. It’s been a long week.” Andy led Joanne and me to the small waiting area just outside the Oval Office. When we heard the sound of Marine One’s rotor blades cutting through the air, Andy walked us out. Joanne remained on the porch and Andy guided me to the driveway in front of the south lawn entrance to the West Wing. There we would wait for the arrival of the president. Washington is a town every American should visit. It is a place of remarkable monuments and meaningful memorials, all with high significance. But I must say there are few scenes that inspired me more than the landing of Marine One on the south lawn of the White House. To my left stood the White House, and its whisper-white exterior felt pure against the greenery of the trees, massive fountains, and a lawn that stretched across the front. The Washington Monument stands prominently across the ellipse. The air was still that day but soon the sound of helicopters got closer. Not just one, but three identical olive-green Sikorsky Sea King helicopters appeared. Using three helicopters is a security measure. Two of the helicopters act as decoys, making it harder to know which one the president actually occupies. Just before landing, two cut away and the third quickly descended, hovering for just a moment above the ground. The wash of the rotors created a windy chaos, permeated by the strong smell of aviation fuel exhaust. Then, the engines shut down and settled to a stop. A Marine in dress-blue uniform crisply marched to the aircraft’s side, standing at attention with a perfectly squared salute. The door popped open and swung outward. George W. Bush, the nation’s commander in chief, stepped through the door, popping a crisp practiced salute in return to the Marine. There was a wave to the small crowd of White House visitors assembled to see the arrival and then a turn toward the driveway and the West Wing. Andy Card turned to me and said, “Walk out and meet him. It will be a nice surprise.” The president was surprised, or at least seemed surprised. He greeted me with “Hey, Mikey.” I began to walk with him toward the entrance to the Oval Office. He put his arm on my back. I intuitively reciprocated. Associated Press that day published a photo of the two of us walking toward the West Wing, each with his arm on the other’s back. When I saw the picture, I worried for a moment that I had been a bit too familiar with the president of the United States. However, there was nothing contrived about the picture—it just captured the spontaneity of the moment. As we approached the two stairs leading to the portico of the West Wing there was a not-so-spontaneous moment. The president with a grin whispered, “Okay, when I stop, turn around and wave to the camera, we’ll get your picture on the front page of the Utah papers.” We stopped, turned, and did exactly what he proposed. A chorus of camera clicks in unison sounded. We both laughed at the moment, then walked to the Oval Office. “There are a lot of people praying for me right now, and I can feel it.” Andy Card brought Joanne in to join us. The president recognized her from all the time we spent together at governors’ meetings. Most states have an office in Washington and most of them office in the same building as the National Governors Association on New Jersey Avenue in D.C. It is appropriately called the Hall of States. The various state directors and staffs were a collegial community, and during the time I led the Republican Governors Association and National Governors Association, Joanne was the leader among the directors, and was well liked. She had earned their respect intellectually, and her years of experience on Capitol Hill made her a natural mentor. Everyone, including the governors, drew on her experience and depended on her as a convener. I expected we would say goodbye to the president at that point, but he insisted we both sit down. He had some time free, and it became clear that Andy Card was right. George Bush, the person, seemed hungry to just talk. The three of us—the president, Joanne, and I—sat in the Oval Office and talked for nearly thirty minutes. 1. Meeting with Governor Jeb Bush (FL.) and his team at the Governor’s Office in Tallahassee 2. A state-provided security officer and Mike, along with his security officer Jimmy Higgs as they prepared to board the airplane they used to make their twelve-state trip. 3. From left: John Engler, governor of Michigan; Mike; and Joanne Neumann at the Michigan State Capitol as part of their Homeland Security tour We laughed and joked for a few minutes, but two things stood out in my mind from the conversation. I related to President Bush the spiritual feeling I had while watching him speak to the nation on September 20. He said, “There are a lot of people praying for me right now, and I can feel it.” Then he paused and said, “I have never felt stronger.” The second memorable moment was a demonstration that the Texas swagger of George W. Bush was still very much present. I mentioned the bullhorn moment at Ground Zero. The president said, “Mikey, we’re going to kick their ass.” War in Afghanistan Six days later after our meeting in the Oval Office, the United States did just that. On October 7, 2001, American and British forces launched Operation Enduring Freedom, a joint offensive aimed at destroying training bases for terrorists in Afghanistan. The visit we had in the Oval Office was memorable, too, for having flowed naturally from a genuine friendship that had evolved over nearly five years. When you are placed in a position of leadership, people often treat you differently, and it can be lonely. After I was elected governor, I noticed that none of my friends ever called me. Even the pattern of contact from my brothers changed. I came to understand that when one assumes an official role, even those closest to you hold back. For one thing, they don’t want you or others thinking they’re a “hanger-on” trying to exploit the emotional proximity; or similarly they don’t want to seem insensitive to the demands of the new situation. Intimate friendships require a feeling of co-equality. Suddenly society applies a new social status to a person who has been elected governor or in another way achieved a form of celebrity that sets them apart. It’s hard for friends and even family to know where they fit—so they naturally step back, waiting to proactively be invited closer. I came to understand the need to assure friends and family that I’m still the same person, our friendship is intact, and I want you to share in this to the degree you can. I felt all the “friend feelings” just described in my relationship with George Bush. Yes, we had been friends, but he was now president of the United States. We were Mike and George while governors, but now even his closest friends called him “Mr. President.” When people refer to the loneliness of leadership, the distance suddenly put between a governor or president and their intimate friends is surely part of it. Depth of friendship is hard to measure, but it seems like the earlier in one’s life a relationship was formed, the deeper it is. Friendships developed during the formative years of life have a lasting quality. One never tires, for example, of hearing about how their friends from high school or college are doing. Relationships formed during the early years of one’s professional development have a similar quality because they were created in equality. While I have never considered myself to be one of George W. Bush’s intimate friends, our friendship was built in parity and to some extent, equality. Although there are hierarchical differences between governors—for example, at the NGA the governors from the original thirteen states were always seated on the front row, and the large population states got more attention and thought of themselves as being in a different class—having the title of governor did create a foundation of common experience, and over the years, George W. Bush and I had built a friendship. Visiting Ground Zero Three days after the launch of Operation Enduring Freedom, I attended a gathering of the governors at an IBM facility near New York City. George Pataki, the governor of New York, invited me, Governor John Engler of Michigan and Governor Bob Wise of West Virginia to join him for a visit to Ground Zero, where rescue efforts were still under way at the site of the twin towers. In order to get there, we took a Coast Guard boat up the Hudson River. Eerily, we were accompanied by other boats that had .50 caliber machine guns mounted as security. It was symbolic of the uncertainty and anxiety that gripped our country. At the site we observed hundreds of workers sorting through the inconceivably large pile of twisted steel and debris, with everything from heavy equipment to shovels and picks. Even though it had been nearly a month, periodically everything would stop so people could listen for the sounds of life. Rescue dogs were still at work looking for the living and the dead. It was a sober place of work as most of the workers knew people who were still missing. Just outside the exterior fence there was an area for families who waited in vigil, and for visitors who came to pay respect. As we walked soberly along a sidewalk within the interior of the recovery area, I noticed some acorns that had lodged into a crevice of the battered cement. Amid all this destruction were these small, natural capsules of life, capable of regenerating the life of a tree that had perished with the devastation. What a lovely symbol, I thought, gathering a few as a remembrance of that horrific day, and a reminder of how our nation and its people would stand strong in the face of calamity. Homeland Security While the shock of the September 11 attacks had begun to subside in ensuing months, it was increasingly clear this was an epochal event that had unalterably changed the United States, and in many ways, the world. The attacks revealed that our country had been operating naïvely, almost oblivious, to the need to secure our homeland. After September 11, 2001, our vulnerabilities were laid bare. It became apparent there were—and still are—forces in the world with a mission to disrupt, and if possible, destroy the United States of America, and they were willing to attack civilian targets within our borders. This realization affected Americans emotionally. Suddenly travel had a new danger. A quiet anxiety had crept into American life. For me, the primary impact of these new atmospherics was the increased emphasis on security for the Olympics. This is described in more detail in the Olympics section of this history, but suddenly the 2002 Winter Games became the “security games.” The Olympics were a perfect target for terrorists looking for high profile symbols of aspiration to attack, and so much the better if it was in the interior of the nation. September 11 also changed the way I used my time as governor. By 2001, I was among the nation’s most senior governors. I had experience in getting the states to work together in common purpose. Whereas in early years I spent my national time on federalism, welfare reform, Medicaid, or internet sales tax, suddenly I began playing a role in rallying the states to play their part in the development of homeland security. Most of my work took place in two primary forums. The first was within the Bush White House. During his speech to the nation, the president announced the appointment of Tom Ridge, a fellow governor and good friend, to be the first director of the Homeland Security Council. This move was a precursor to the creation of the Department of Homeland Security a year later, a new department of the national government. The task given to Governor Ridge and his team was the development of policies, plans, and strategies for the nation, including design of the new department. I was asked to be one of the governors who sat on a council to assist. This included a request that I build support among the governors for various proposals. I organized a trip to nearly a dozen states and, borrowing an airplane from my friend Jim Laub of Cache Valley Electric, I flew to multiple states each day to bring state governors together. The second was a private foundation called the Markle Foundation, which assembled a group of policy thinkers to provide insights and strategy proposals. This effort was chaired by a well-known technology executive, Jim Barksdale, and Markle Foundation President Zoe Baird. Jim was a Republican investor who had brought forward the first internet browser. The executive director of the effort was Phillip Zelikow, a foreign policy expert at the University of Virginia, whom I later served with in the Bush Administration. The committee doing the work was a remarkable assemblage of former policy makers, business leaders, and academics. Two reports were ultimately produced. The first became an important template for the Bush Administration’s work. My most important contribution was a concept that can be seen as the basic framework of the report—the structuring of our system of homeland defense as a network, not a mainframe. Hysterias about threats to our homeland was high enough that as the nation formed its response, I became concerned that the national government would begin to override state authorities in serious—and constitutionally critical—ways. I continued to express the worry that a top-down framework would not only be ineffective but also damaging to our federalist form of government. During one of the Markle task force’s early meetings, I made the case that most of the assets that would form the nation’s homeland defense belonged to and were managed by state and local governments. These included the National Guard, police departments, fire departments, health departments, medical infrastructure, and so on. I proposed that the new American system of homeland security needed to be fashioned to resemble a network of personal computers with the federal government acting as an operating system that coordinates assets. This would be in place of the federal government designing a system that functioned like a mainframe computer, attempting to directly own and control the needed assets. Phillip Zelikow, the report’s primary author, paused the meeting and noted what a fundamental point this was, saying, “That is a brilliant piece of original thinking.” He later told me that it guided the entire report. War on Terror Expands American forces made quick work of their mission in Afghanistan. Targeted terrorist camps were destroyed. However, the experience made a new reality evident. Terrorists fight differently than conventional armed forces. This was a networked enemy that changed shapes, locations, and command structures as necessary. Most of the enemy escaped the attacks by moving into Pakistan or the mountains of Afghanistan. The Global War on Terror, as the president began to call it, was not over. It was just beginning, like a cancer that was metastasizing. The war seemed to mobilize the Muslim world and adherents who saw this as a holy war, or jihad, against Islam. Thousands of fighters from around the world began to stream to that region of the world where they could join the effort. The center of the conflict began to focus on Iraq. President Bush and his family had a history with Iraq. In August of 1990, Iraqi leader Saddam Hussein launched a military invasion of neighboring Kuwait. The international community, led by George H.W. Bush, the father of George W. Bush, responded with a coalition force that repelled Iraqi forces and handed Hussein a humiliating defeat. However, the senior President Bush stopped short of invading Iraq and overthrowing Saddam. That decision was debated in foreign policy and military circles for years afterward. Naturally, a significant question began to develop about whether the global war on terrorism could ever be won without confronting and removing Saddam Hussein in Iraq. It was believed Saddam was sponsoring terror throughout the world. Also, the administration felt certain Iraq had weapons of mass destruction, based in part on strong evidence that Hussein had used nerve agents against his own people. The question of whether the United States should raid Iraq became a matter of robust debate during the balance of 2002. “As commander and chief of the National Guard, I was notified that nearly two thousand of the six thousand members would be active.” Few countries in the region had a bigger stake in this debate than Israel. I knew something about that nation’s interest and positioning within the Middle East due to the trip President George W. Bush and I had taken in 1998. We had been briefed on Israel’s concerns. They viewed Iraq as an existential threat to their nation and assumed as long as Saddam Hussain was Iraq’s leader, it was just a matter of time before Israel would be required to face them militarily. A couple of weeks earlier, I received a visit at my Capitol office from Paul Berrin, political advisor at the Consulate-General of Israel in Los Angeles. A primary point of his visit was to ask if I would come to Los Angeles to meet with former Prime Minister Benjamin (Bibi) Netanyahu during his upcoming visit in California. On January 15, 2002, I flew to Los Angeles and met for breakfast with the former prime minister in his suite at the Beverly Hills Hilton. I invited my friend Dell Loy Hansen to join us. Netanyahu’s room, adorned in bright yellow, was fitting for a head of state. We were provided a full breakfast, including freshly squeezed orange juice thick with pulp. It was a full cloth-napkin setting. I knew Benjamin Netanyahu. During the Israel trip with Bush three years earlier, we had dined with Netanyahu at his home there. The following year, he had lost an election and left government altogether. However, it was clear that he was still engaged in politics and would at the appropriate point seek to obtain power again. Bibi greeted me as if we were long-standing friends. We discussed the upcoming Olympics and our common friend Mitt Romney. He surprised me by revealing that he and Mitt had worked together early in Mitt’s career at Bain Capital. He also updated us on his current business activities. I remember him saying he’d been invited to serve on the boards of many companies but had found it preferable to act as an advisor so as to not be directly aligned with future controversies. (A point I took to heart in my own transition from government.)  Mitt later told me that while they worked together at Bain, Netanyahu used the American name Ben Natay. Netanyahu reported that he had stopped in Washington the day before for the purpose of visiting with now President Bush. He shared with me at least part of their conversation. It was clear he was actively encouraging the United States to invade Iraq and to overthrow Saddam Hussein as its leader. I pushed back, pointing out that Americans were not showing a big appetite for a widespread and prolonged war. In response, Bibi Netanyahu made a statement that has stuck in my mind through the years since. “Americans love a glorious war,” he said. I was taken aback, but I wondered at the time, and later as the United States did indeed invade Iraq, how much influence Netanyahu had on George Bush. I have since wondered how much our breakfast had been intended to plant seeds with a person he rightly would have perceived to be the president’s friend. As 2002 came to an end, it became apparent the United States would indeed seek to wrestle control of Iraq from Saddam Hussein. On February 5, 2003, then Secretary of State Colin Powell appeared at the United Nations to make the case for invasion. In essence, the U.S. maintained that Iraq had acquired and stockpiled weapons of mass destruction, and the world would not be safe until Saddam was gone and the weapons destroyed. In the years since, the validity of that case was questioned by Colin Powell and others. Later that year, I joined Powell in the Bush Cabinet. Secretary Powell and I flew from Mexico to Washington, D.C. together in the State Department’s plane. As the two of us sat in this private cabin, Powell expressed his personal outrage over putting his reputation on the line under circumstances that would later be called into question. On March 19, 2003, George Bush announced the United States would lead an alliance of nations to bomb and occupy Iraq. It felt like a perilous moment, and privately to me it did not seem to qualify as Bibi’s glorious war. However, not having access to any of the intelligence upon which the decision was made, one could only hope for the best. On balance, I understood the upside of the encounter could be a game changer in the Middle East. There was the potential for democracy to spread through a region that had long been repressed. The next morning, March 20, Operation Iraqi Freedom started with a bombing barrage the administration referred to as shock and awe, and a ground invasion of 248,000 U.S. troops and nearly 50,000 British, Australian, and Polish forces. On April 9, Baghdad fell and Saddam Hussein’s twenty-four-year rule of the country ended. The invasion lasted just over thirty days, and on May 1, 2003, the president declared combat operations over, followed by a move to a transitional government elected in 2005. Fighting, however, continued for most of the next decade as an insurgency rose in Iraq, opposing the coalition forces and a permanent government elected in 2006. The Bush administration ordered a troop surge in February 2007, even as timetables for withdrawals of U.S. forces were drawn up with the new Iraqi leaders, who still faced sectarian violence and civil war. In 2011, American troops were officially withdrawn, but a new threat to the security of Iraq emerged with ISIS, causing the U.S. to reengage with a new coalition in 2014. Major drawdowns of troops continued in subsequent years, although small numbers of American military remained in the country.  The conflict that originated with the 9/11 attacks was by this time more than five years into the Obama Administration. Utahns Answered the Call The start of the war in Iraq had immediate impacts in Utah. Having observed the anxiety of young children on 9/11, and knowing that they had never been exposed to their country being at war on this scale, I had arrangements made for me, as governor, to address the school children about what they were likely to experience. However, a more direct impact was felt by members of the Utah National Guard. As commander in chief of the Guard, I was notified by the adjutant general, Brian Tarbet, that nearly two thousand of Utah’s six thousand members would see active duty. This included deployments of entire units, many of them in rural Utah communities. By summer, we had men and women deployed around the world, some in actual combat regions and others in support roles, but all of them away from home and family. Jackie and I wanted to do something supportive of the troops from Utah and their families. We asked Intermountain Healthcare to partner with us in inviting military families to special gatherings where we could thank them on behalf of the people of our state. It was remarkably heartwarming to see how many people attended—they came in huge numbers. For each of these gatherings at locations around the state we met each family, thanked them personally, took a picture, and gave them a gift. It was a small measure of gratitude for those who had given far more in defense of the United States.  Families were disrupted during long deployments, hardships and heartache were endured without complaint, and fifty-four Utah service members made the ultimate sacrifice, giving their lives in the wars in Afghanistan and Iraq from the start of those conflicts through 2021, according to the Department of Defense’s Defense Casualty Analysis System. Another 463 were wounded in action.(3) 1. Approximately forty-five soldiers of the Utah Army National Guard’s 2-285th Air Assault Aviation Battalion depart from Utah enroute to a twelve-month deployment to Iraq. 2. Soldiers with the 141st Military Intelligence Battalion gather at the Utah Air National Guard hanger for the beginning of their deployment to Iraq. September 11, 2001, changed the world in tragic ways—and changed American society as well. For the first few months after the attack, America became a more civil, unified place. People turned again to the patriotic and the divine. There was a more cohesive sense of purpose and less recklessness in public discourse. And then political sniping and cultural cynicism eroded that rampart, and the unity faded. One of the most important lessons I learned from this period was how hardship can unite and soften hearts. Likewise, as life returned to normal, I observed how quickly virtuous attributes can be again lost as prosperity is regained and threats wane. Postscript The deployments and activations of Utah service members meant long separations and ecstatic reunions on a recurring basis, and in one special instance, the wartime upheaval sealed a romance and created a new family. When Jackie and I began meeting with Utah military families following the start of the Iraq War, we held one of those gatherings in Utah County. About a week or so later, I came home to find Jackie on the phone calling elementary schools there, trying to find a teacher she had met who was the sister of a soldier who had been deployed. “She’s mid-to-late twenties and about five-feet-five inches,” Jackie would say. “She has blond hair and teaches fifth grade.” Finally, on the twenty-eighth elementary school, a school secretary said, “Oh that must be Andrea.” Jackie then wrote Andrea an email saying she felt so impressed by her when they met, and that it was important that Andrea meet a fellow Jackie knew. Andrea made clear that arranged dating line-ups were not her thing, but given that it was the First Lady asking and Jackie had made a couple dozen phone calls to even find her, she agreed to at least meet this guy. Simultaneously, Jackie had been working the other side of this equation, a twenty-nine-year-old nephew named David, who also was not at all interested in being lined up. Finally, at the insistence of his mother, David, a student at the University of Illinois, agreed to just one date. On the appointed night, David knocked on a Utah County door. Andrea answered. And magic happened, right on the spot. A few months later they were engaged, then married. At least one positive outcome of a war. Footnotes: 1. George W. Bush, “George W. Bush visits Ground Zero,” 14 September 2001, Youtube video, https://www.youtube.com/watch?v=SeVEUNI-Cuo 2. George W. Bush, "Address to Joint Session of Congress and the American People," transcript, Office of the Press Secretary, 20 September 2001. https://georgewbush-whitehouse.archives.gov/news/releases/2001/09/20010920-8.html 3. “U.S. Military Casualties – OCO Casualty Summary by State,” Defense Casualty Analysis System, 27 December 2022. https://dcas.dmdc.osd.mil/dcas/app/conflictCasualties/oco/svc/all

The days leading up to our first Christmas in office were merry and busy. In December 1993, the state capitol and the Utah Governor’s Mansion were bedecked in holiday finery, and both were abuzz with events, festivities, and the regular order of business heading into a legislative session just a few weeks away. I was slated to give my first budget address to the Legislature at midday on Wednesday, December 15. Later that evening, Jackie and I were hosting the Governor’s Mansion Artist Series, which would be attended by some of the state’s most prominent citizens. The morning of the fifteenth started like most other days. I awoke around 6 a.m. in the master bedroom of the Mansion, where windows along the eastern wall framed the snow-covered branches of a large cottonwood tree outside. I went over the day’s events in my mind before heading to the shower in the white-and-black-tiled master bath. The bathroom fixtures were more modern than the room felt; years earlier, Governor J. Bracken Lee had reportedly moved out of the Mansion in frustration over a showerhead that water-bombed him from every direction. The opulence of an earlier time and an air of history permeated the place. The Mansion had risen lavishly at 603 East South Temple soon after the turn of the nineteenth century and became an entertainment showpiece as well as a residence. President Teddy Roosevelt had slept there, and President Dwight Eisenhower had dropped in for a visit. French Renaissance Splendor The building is a mansion by every conceivable measure. It was built in 1902 by Thomas Kearns, the son of a farming family from the Midwest, who traveled to Utah in 1883 to seek his fortune. He found it in mining. Kearns struck it rich by buying up a handful of mines in Park City where silver was found in abundance, including the Silver King Mine—one of the greatest silver mines in the world. Kearns became a prominent citizen, a co-owner of The Salt Lake Tribune newspaper, and a U.S. senator for one term. When he and his business partners became wealthy, each built their mansion along South Temple near downtown Salt Lake City.(1) The Kearns mansion, designed in the French Renaissance architectural style by Utah architect Carl M. Neuhausen, was a twenty-eight-room marvel with six baths, ten fireplaces, an all-marble kitchen, electric lights, steam-heated radiators, a call board, dumb waiters, a billiard room, a third-floor ballroom, a bowling alley in the basement, and ornate trims and fixtures throughout. Kearns’s wife, Jennie Judge Kearns, traveled to Europe to hand-select the finest art, furniture, and decor. The Mansion had turrets on three of its four corners, carvings around the windows and doors, and a carriage house on the grounds—initially for Thomas Kearns’s eight carriages, and later for cars. Kearns also had three vaults in the home, according to the Deseret News, to store his “copious wealth and wine stocks.”(2) Following Kearns’s passing, Jennie donated the building to the state in 1937 with the condition that it serve as the official residence of the governor. A succession of governors resided there until 1957, when the property was turned over to the Utah Historical Society for two decades until the administration of Governor Scott Matheson, who launched a renovation of the Mansion in 1977 and restored it to its role as the governor’s residence by 1980. “And a Merry Christmas to You All” In line with that renewed tradition, our family had moved in upon my inauguration. I was observing another tradition on December 15 as well; my first event that morning was a breakfast meeting at 7:30 a.m. with the editorial boards, publishers, and owners of the major news organizations in the state to preview the budget message I would be delivering to legislators later that day. The budget-review breakfast with the media was an annual event started by one of my predecessors. There had been a festive gathering of cabinet and governor’s office staff and families the night before in the ballroom, one of several held that year with music, cheer, and lots of food. People loved to come to the Governor’s Mansion anytime, but especially at Christmas. Volunteers had begun decorating the Mansion inside and out right after Thanksgiving. Holly berry draped every wreath. Tiny lights made the woodwork and marble floors twinkle. Christmas trees animated nearly every room, including a twenty-two-foot fresh pine that reached from the main floor though an open ceiling all the way to the third floor. This was a masterpiece of tree decoration, complete with yule logs at the base and cotton on the branches to connote snow, along with hundreds of carefully placed ornaments and two thousand lights. I was joined at the kitchen table by my older sons, Mike and Taylor, who were hurriedly eating bowls of cereal before rushing off to East High School. As the first guest arrived, I could hear Jackie getting Anne Marie and Chase ready for the drive to Bonneville Elementary in our old neighborhood. Our guests assembled in the formal dining room on the main floor. As they ate, I laid out the details of the budget, taking care to pause on my priorities in hopes they would provide editorial support in their publications. As I talked, I noticed a staff member walk through the grand hallway and plug in the big Christmas tree. An immediate brilliance filled the room, and we all paused to enjoy the moment. “And a Merry Christmas to you all,” I said, before moving on with my remarks. The editors and publishers asked questions and expressed their opinions. When we finished, I bid them goodbye, walked upstairs to make sure Jackie knew the details of when she needed to arrive at my office for the budget address, and off I went to the Capitol. It was interim day for the Legislature, which meant committee meetings for lawmakers in preparation for the general session in January. Beyond the buzz of legislators, staff, and lobbyists circulating around the Capitol, the spirit of Christmas livened the scene. A large Christmas tree sparkled in the rotunda, and a high school choir sang carols on the east steps, their harmonies cascading along the granite walls and up toward the domed ceiling. I still had preparation to do for the budget address, which was the main event of the day. I had already decided not to read a prepared speech, but rather to speak from talking points, using large charts as supporting materials. I wanted to take questions from legislators and engage them in a dialogue. It was the first budget my administration had developed entirely on our own, and I wanted the legislature to know I understood it and was prepared to defend it. A Small Fire on the Second Floor About 11:15 a.m., I was working with budget director Lynne Ward and chief of staff Charlie Johnson at the oval table in the formal office when Lee Perry, one of my security detail, appeared suddenly at the door of the office. “Governor, there has been a small tree fire on the second floor of the Mansion. Apparently, they have it all put out and things will be okay,” he said. My mind flashed back to when I was fourteen years old and our family home had caught fire. It was a traumatic experience for my family and me, and I knew that any such event would be unsettling to Jackie. Lee Perry’s brief report also was troubling; the second-floor tree he referred to was an artificial tree—not likely to be involved in a fire. “I need to get down there,” I told Charlie and Lynne. “If I am delayed, ask the legislative leadership to delay the starting time of my appearance.” “Governor, there has been a small tree fire on the second floor of the Mansion.“ It takes roughly seven minutes to drive from the Capitol to the Mansion. When in a hurry, security would turn on 2nd Avenue and drive toward G Street. As we got closer, I could see smoke. “That doesn’t look like a small tree fire on the second floor,” I said out loud. As we passed G Street, I could see fire trucks and emergency equipment, with men operating in full emergency mode. We turned the corner and pulled into the parking lot of the adjacent Utah Arts Council building, where I could see Jackie standing with Westin. My anxiety level dropped immediately after seeing them safe. However, just as I stepped from the car, there was an explosion, with a shattering of glass and a roar of flames jumping skyward. A light snow began to fall as Jackie began to tell me what happened. Jackie’s Firsthand Account As she described it in a personal written account of the event: I planned to drive to the Capitol and join Mike at noon as he made his budget address to the legislature. Westin had settled in to watch a favorite video in the family room on the second floor, and I took a few moments to walk through the parlor and dining room on the first floor, checking on details for our next event. Truly, the Mansion was in its finest with the colorful Christmas decorations—poinsettias lining the carved wooden staircase up to the third floor; garlands on the fireplace mantles; a large nativity scene; and the large, fresh, blue spruce Christmas tree that had been cut and brought into the Grand Hall. The residence was spectacular. Special tours had been going on, as the Mansion was open to the public every day of the week before to share its holiday grandeur. The glorious sights and sounds of Christmas music filled this impressive structure as musical groups performed carols during these tours and at the other public gatherings. “There’s a fire! Run!“ Judith George and Carol Bench, the Mansion office staff, informed me that two men had arrived for the purpose of checking the fire alarm system. Two other maintenance men had also come to do some work on the furnace in the basement. Lauralee Hill, Mansion assistant, was in the second-floor kitchen as I went to the master bedroom to change from my casual clothes into my suit before traveling up Capitol Hill. I heard a strange sort of popping noise just outside my open bedroom door. The sound came from just below the large oval opening, which overlooked the first floor Grand Hall. I stepped out and looked over the wood railing to see a shocking sight—a fire racing up the twenty-two-foot Christmas tree approaching the second level hallway. I instantly yelled, “Fire!” and started to run toward Westin. My mind raced, “What have those crazy fire alarm men done!” I heard Carol Bench calling out from the first floor, “Get out, get out, get out!” As I ran toward the family room, I yelled, “Westin, Westin!” He came directly into the hall and I swooped him up. Hearing the commotion, Lauralee Hill ran into the hallway. “There’s a fire! Run!” I said to her. The three of us hurried down the back stairway within seconds. At the bottom of the stairs, I handed Westin to Lauralee to quickly grab two coats from the closet. I threw one around Lauralee, wrapping it around them both. Then, we ran past the office reaching the back door of the Mansion, Judith, Carol, and the two men who had been on the first floor checking the alarm system, quickly fell in behind us, and I yanked on the door. I pulled forcefully on the back door, but it would not budge. Intense suction of the air, affected by the flames—which had now burst upward from the tree past the first floor to the large, open, third-floor ceiling dome—caused a powerful backdraft. The two fire alarm technicians at the rear of our group quickly came forward and together were able to pull the door open. A loud whoosh of air blew by us as we ran out, and the door slammed shut with a bang. We stood together in the parking lot looking in shock at the home when someone asked, “Is everyone out?” In just a moment, the two furnace repairmen who had been in the basement came out. Luckily, they had been near the back stairway of the Mansion, saw the smoke, and ran up the stairs and out the door. We exchanged anxious words as smoke poured from the windows. Carol’s yells for us to get out quickly had alerted Judith, who in turn had placed a call to 911 before she joined us at the back door. Carol had been walking through the Grand Hall at the moment the fire actually started. She heard the popping noise and saw the sparks that ignited the tree. The speed with which the fire leapt up the tree made it impossible for her to get an extinguisher or do anything to stop the burst of flames exploding up the tall tree. I asked Lauralee to take little Westin to her apartment. The frightening sight was distressing to adults and certainly much more so to a three-year-old. Finally, the fire engines arrived, and the men began their task. Mike arrived at the scene and the group of us moved to the larger parking lot east of the Mansion to give the firefighters more space and for us to be at a safer distance. It was clear the fire was spreading throughout the home. The Kids Watching his Disney video in a room on the north side of the building, Westin had heard his mother’s urgent calls. Running out to her, he saw the south side of the family quarters, where he shared a bedroom with Chase, erupt in flames. “I remember loud pops and booms and pieces of wood just being shot up,” he recalled. “Where my room was, that was gone. If I had been in my room, I would’ve been trapped. But I happened to be in the farthest possible room.” He remembers the scramble down the stairs with Jackie and Lauralee, the difficulty getting out the back door, and then congregating in the parking lot next door. That is where I met up with Westin and Jackie and, gratefully, found them safe. It was clear that news of this would spread quickly. Large crowds had amassed on the periphery, and news media were broadcasting the scene live. We were concerned our four older children, all at school, would hear the news, possibly in second or thirdhand distorted ways, and would have undue concerns about our safety. They needed to be with us, so I sent two members of the security detail to retrieve them, one to East High and the other to Bonneville Elementary. We had previously established emergency protocols with the schools in case the kids needed to be quickly picked up, so within thirty minutes, all four joined us at the Arts Council building. “If I had been in my room, I would’ve been trapped.” Taylor, then a sophomore at East High, was walking down a hallway at school when a friend of his brother slammed him in the arm and told him, “Your house is on fire.” Taylor then heard an announcement over the school public address system to come to the office and had “a premonition of what was about to happen.” When Mike S. got to the office, school officials told them, “Everybody is safe. There has been an incident.” The office had a small television where the boys could see live news coverage showing smoke and flames billowing out of the Mansion. “Oh boy,” Mike thought, as he and Taylor checked out of school and headed over. “I wouldn’t say it was traumatic. I think when you’re seventeen or however old I was, your brain just hasn’t fully developed. You don’t understand what could have happened to my mom and my little brother.” Taylor recalled listening to an Eric Clapton song play on the radio as Mike drove and wondering to himself, “Is the house totaled?” Once at the scene, he remembers a fire department official tearing up as he informed the group how badly the building was charred. Lee Perry, the UHP officer who first told me about the fire, picked up Chase and Anne Marie from Bonneville Elementary and brought them to join the family. Chase was struck by the number of emergency vehicles and the sea of flashing lights as they arrived. He saw Taylor, red-eyed in the parking lot. “I always looked to him,” Chase said, “so I knew, ‘Oh no, this is bad.’” Perspective and Gratitude Jackie and I drew them close. It was a moment when perspective benefitted all of us. “I said to them, “Everyone is safe. No one was hurt. Things can be replaced.” We all hugged each other. When the fire was out, an official—I believe from the state fire marshal’s office—came over and gave a dreary report to the group. Though the building’s interior and contents were a total loss, we were heartened that the exterior walls still stood firm. The officer explained that the fire department had preplanned how to fight fires in certain buildings. In the Mansion’s case, part of the effort had been to build dams or berms inside the structure to direct the massive amounts of water needed to fight the fire outside, thereby protecting the integrity of the building from additional damage. The fire official then invited me to go inside and view the extent of the damage with him. I asked each member of the family if they wanted me to bring anything out. Jackie needed her purse. Chase wanted a pair of shoes that Utah Jazz star Karl Malone had given him after he wore them in a game. The shoes were damaged, but not totally unsalvageable. Jackie’s purse and wallet were destroyed. The house was still smoldering. The Christmas tree now looked like a twenty-two-foot stick man, scorched and devoid of any sign of life. The woodwork and floors were blackened; the gears and workings of the eight-foot grandfather clock in the Grand Hall had melted together; a wood-carved statue of Neptune was completely charred. Gratefully, the framework of the home was intact. But what was not burned was melted, saturated with smoke, or both. The chief explained how a fire like this works. In a dry tree, as the once-fresh pine in the Grand Hall had become, fire burns so quickly and so hot that once ignited, there is no way to stop a conflagration. Within forty-five seconds the fire was burning at four thousand degrees. I asked about the explosion I observed as I drove up. He said that fire needs oxygen to survive and goes in pursuit of it, and the fire had found a weakness—the windows—and blew them out looking for life-giving air. Likewise, the chief said, that was why the door was sealed shut when Jackie tried to exit. It was a vacuum caused by the fire suctioning air from the interior rooms. The chief used a screwdriver to take the cover off a light switch. He showed me signs of smoke and heat under the screws, explaining that the fire was looking for oxygen even under the screws of the light socket. I left the Mansion that day eternally grateful that no one was hurt, and tried to avoid thoughts of the tragedy that could have happened if the fire had occurred at a time when a hundred people were in the house. We were truly blessed. The Aftermath I still had work to do. Jackie and I had to meet with the media and answer their questions. At that moment, there were more questions than answers, but people needed to know that we were all right and feeling resilient. There was a universal concern, of course, for our young family. We felt the love and prayers of people who had extended both on our behalf. And once we knew the family was safe, there was a palpable calm. There were three things that needed my immediate attention. I called the security team together and said, “I’m going to need your help.” I gave one the assignment to find a place for us to stay. Second, we needed clothes and basic supplies. I took credit cards out of my wallet and gave one to Jackie, since hers were melted by the fire; the remaining cards went to highway patrolmen. Jackie then divided the children up into teams, saying, “Let’s each think what we would need if we were packing a bag for a trip.” One trooper took off with the older kids to shop for necessities; another went with Jackie and the younger children. Two days earlier I had dropped off two suits and a few shirts at the dry cleaners, so I asked one of the security detail to stop and pick them up. Lastly, I had a budget address to give at the State Capitol. We agreed we would all meet back up at a hotel to be determined later, and we started the task of putting our lives back together. A couple hours later, at two p.m., I walked into the House of Representatives chamber for the budget address. Legislative leaders had offered to cancel it, but keeping the commitment seemed like the right way to convey that everything was okay. It also was a chance to express my gratitude in a public way and lift the mood with a bit of humor. I said, “Thank you for deferring our meeting. About 11:30 this morning I learned about a need to amend the state budget.” People immediately understood my light reference to a serious situation. I reported that we were all safe, and that I had been assured that the structure was insured properly, in a way that would cover repairing the house and maintaining the historical integrity of the building. I finished the budget address and went immediately to find the family. I was notified that we would be staying at the Marriott University Park Hotel in Research Park at the University of Utah. Then, within a few days, we moved into a very nice condominium in American Towers in downtown Salt Lake City. We stayed there for about three months, including the Christmas of 1993. Many of the children have remembered that as one of their favorite Christmas memories. My aunt and uncle—Jane and John Piercey—brought us a Christmas tree. We had Christmas Eve dinner at Lamb’s Grill across the street from American Towers. And it became a poignant and cheery time, uncomplicated by many of the more commercial aspects of the holiday, because all we had were each other. But we did need a more permanent home. Jackie and I had leased our family home on Laird Avenue to a couple upon moving into the Mansion nearly a year earlier, and we decided to approach them about buying the lease out. As it turned out, they were mulling a return to Las Vegas, where they had lived previously. The payment from us made that possible, and we were able to move home. At the time, we didn’t know how long the Mansion would take to restore, or how we would feel about things when the restoration was completed. However, we knew for now that moving back to the house on Laird Avenue was the right thing to do. So, we moved back. The security team built a small office in the basement of the house and put up a large communications tower so that our home could be monitored day and night from the Capitol building. I wasn’t sure how I felt about that. I imagined the protective team there watching early in the morning as I dodged onto the front porch in my underwear to get the newspaper. But we were back living an extraordinary experience while surrounded by the feel of ordinary life. Restoration and Reconstruction The Mansion’s return to life from the fire, which was determined to have been caused by an improperly spliced electrical wire in the base of the tree in the Grand Hall, would take two-and-a-half years and nearly eight million dollars to complete. “My thoughts were how in the world were we going to put it back together.” The Salt Lake Fire Department had taken the first immediate steps toward mitigation when they placed dams in the building while fighting the fire to prevent water from further damaging floors and woodwork. Further damage was averted by nightfall that evening by state employees from the Division of Facilities Construction and Management (DFCM) and mitigation contractor Utah Disaster Kleenup, who moved quickly to restore heat to the building and begin vacuuming up water, drying out the Mansion, and topically cleaning windows, woodwork, and other surfaces of smoke and soot. Officials next had to assess the extent of damage and determine a plan going forward. The assessment team included DFCM, the State Fire Marshal’s Office, and the Division of State History. Their consensus was that the structural integrity of the building was good, with enough original materials retained, to warrant reconstruction. Going forward, the basic philosophy was to preserve the building’s original craftsmanship to the extent possible; replace original features lost in the fire; and clean, repair, and restore items that were salvageable. Additionally, the effort expanded to make the Mansion more user-friendly as an actual residence to governors and their families, and to modernize the building with seismic upgrades and a comprehensive updating of heating, ventilating, cooling, electrical, lighting, computer/communications, and fire suppression systems. Other changes were made to allow better exiting in the event of a future fire, which was done with hallway and corridor reconfigurations rather than the addition of a new stairway. Also, the family quarters were made more private and secure. Max J. Smith and Associates was selected as the project’s architect and Culp Construction as the general contractor. A number of specialist firms were brought in as the work continued, week after week, month after month. “My thoughts were how in the world were we going to put it back together,” Fred Fuller, an architect with DFCM, told the Provo Daily Herald newspaper about the day he first surveyed the destruction at the Mansion.(3) Beyond the charred interior, smoke and soot had permeated spaces within interior walls and had to be cleaned. More than eighty percent of all plaster had to be removed from the Mansion’s interior walls to expose all the framing materials of the building. Soot and smoke remediation alone took ten months and one million dollars, according to Culp Construction. An innovative new process called sponge blasting—which shoots small particles of highly absorbent sponge at high velocity onto contaminated surfaces—was employed, along with grit blasting, to remove soot. Ozone generators also were used for deodorization before walls were replastered. The restoration team took the building interior apart and documented all surfaces and elements for restoration or replication. Then, over time, the interior was put back together. Throughout the process, photographs and historical records guided the work. Among the specialists called in for highly skilled artisanal restoration was Agrell and Thorpe, Ltd., a California wood-carving company. Woodcarving and plasterwork were unique architectural features of the Mansion. The original French white oak carvings were of extraordinary quality, crafted in Europe at the turn of the century by German or Austrian artisans. The fire destroyed most of the carvings, with the worst damage occurring in the Grand Hall where the Christmas tree stood. The burned carvings sent to Agrell and Thorpe to replicate included a large volume of intricately carved balustrades, newel posts, figures, capitals, columns, and egg-and-dart molding. The company’s master carver, Ian Agrell, described the Mansion carvings replication as the largest wood carving project undertaken anywhere in the world in the previous ten years. The company’s twelve craftsmen spent nearly twenty-thousand hours over two years recreating the mansion’s original carvings—by hand, just as it was originally done.(4) Another unique restoration involved the golden dome centered over the balcony of the second and third floors above the staircase. Remaining sections of it were removed and carefully rebound, and the Baltimore firm of Hayles and Howe used historic photos and drawings of the charred pieces to cast a replica of the original dome. After the new dome was assembled, craftsmen from EverGreene Painting Studios in New York City gave it a brilliant golden hue. Back to Life It had cost Thomas Kearns $350,000 to build his mansion at the turn of the twentieth century. The $7.8 million-dollar restoration brought the home back to its original 1902 style, with twenty-first century upgrades. Work concluded in mid-1996, and the magnificent building officially reopened to tours on July 29, 1996, as Utah was celebrating its centennial-year anniversary of statehood. “This is one of the most outstanding historic restorations in the country,” the Park Record newspaper quoted me as saying on July 6, 1996. “The painstaking work of the many artisans and craftsmen to restore this architectural treasure is remarkable. This is one of the great treasures of the state of Utah. Its reopening is a grand moment in our Centennial celebration.”(5) Our family had been settled back in our Laird home for two years, but there was great happiness to have the Mansion restored to glory—and back in our lives. We used it regularly for meetings, ceremonies, and grand events. Guests, both of the family and the state, stayed there, and the building was filled with light and life again for holidays and special occasions, such as the Winter Olympics in 2002. “This is one of the most outstanding historic restorations in the country.” And ten years after the fire, a First Family moved back in. I had accepted an appointment from President George W. Bush to head the Environmental Protection Agency and was succeeded as governor by Lt. Governor Olene Walker, who was sworn in as Utah’s first woman governor on November 5, 2003. She and her husband, Myron, moved in that fall. A few weeks later, she invited KSL-TV over to see the building decked out for Christmas and told them of her plans to celebrate the holiday there with six of her seven children, and twenty-five grandchildren. Christmas trees sparkled throughout the building, lit up in all its finery. “It is beautiful,” Olene said. “And I didn’t even have to put a string of lights up.” Footnotes: 1.  Brooklyn Lancaster, “Thomas Kearns Mansion and Carriage House.” Utah Historical Markers, University of Utah. https://utahhistoricalmarkers.org/c/slc/thomas-kearns-mansion-and-carriage-house/ 2.  Jerry Spangler. “Loss is a blow to ex-First Lady,” Deseret News, 16 December 1993.https://www.deseret.com/1993/12/16/19082077/loss-is-a-blow-to-ex-first-lady/ 3. Donald Meyers. “Governor’s mansion remodeled, restored to Victorian splendor,” Provo Daily Herald, Utah State Archives (No date is mentioned, but context indicates this was August 1996.) 4. “Case Study: Utah Governor’s Mansion Fire,” Agrellcarving.com, https://agrellcarving.com/2016/07/12/case-study-utah-governors-mansion-fire/ 5.  “Public invited to tour newly restored governor’s mansion.” Park Record, Utah State Archives, 6 July 1996.

On January 4, 1993, Utah celebrated its ninety-seventh anniversary of statehood, and I was sworn in as the state’s fourteenth governor. My first-ever inaugural address was suffused with elation and promise, and it included a brief observation about a more esoteric subject—federalism, the power balance and relationship between the national government and the states. “The fundamental nature of our central government is changing,” I said. “Instead of performing limited responsibilities delegated to it by sovereign states, the federal government has reversed the roles and become all-powerful, mandating to the states.” While I did not have a specific plan in mind at the time on how to reset the balance, I voiced a commitment to try, saying the governors of the nation “will ultimately need to take a historic stand to demand discipline, sanity, and a better balance in the federal system. I intend to be part of that effort.” From that point on, the commitment to strengthen the role of states was a constant theme during my service as governor, elevated to major prominence for a time by a near astrological-like alignment of national and state political developments in the mid-1990s. A growing antipathy toward Washington, D.C., and a political shakeup in 1994 catapulted statehouses and state sovereignty onto the national stage and repurposed federalism in new ways, including a Conference of States, which originated in my administration; a reform of the welfare system; and a rebranding of federalism under a more trendy catchphrase: “devolution.” I played a significant role in much of it and led the parade on occasion as federalism coursed through state and national policymaking from 1994 through about 1999. Did I succeed in the ultimate aim of permanently elevating federalism and strengthening the role of states? Not in any macro sense. The federal government continues to expand in reach and at a faster rate than our national economy while state governments become increasingly subordinate. However, there was an exception—the administration of welfare programs in the United States. There, I made a difference in the reforms that prevailed. Likewise, I know with certainty that my voice was heard, and that I honored the commitment made in my inaugural address. This chapter tells the story of a somewhat quixotic pursuit that did have a positive outcome. And it begins with the nation’s founders. Origins of Federalism Politics and governance are combative. Most public policy decisions involve debate, conflict, opposing sides, and tactical skirmishing that play out over three basic, interdependent questions: Who matters, who pays, and who decides? Governments at every level struggle to answer these questions. The American Revolution erupted in large measure from dissatisfaction over the way the British monarch answered those same three questions. It turns out, the thirteen original colonies disliked taxes imposed by a king an ocean away and went to war to break free of the crown and govern themselves. However, the complexity of who matters, who pays, and who decides did not come easy to the new, independent nation that emerged. The bitter experience of having been ruled by a despot was so strong there was little interest in being subjected to a powerful central government, Consequently, the founders’ first attempt to form a national government in 1781 resulted in the anemic Articles of Confederation, which gave the new nation a name—the United States of America—but not much more. Two competing philosophies and factions squared off over how to fix the document’s deficiencies and establish a government. One group—the federalists—wanted a strong federal government. The second group, anti-federalists, advocated a much weaker national government, preferring nearly all power to reside with the states. “The people of this state should expect their governor to be a warrior in the fight to restore balance to the role of Washington.” The United States Constitution superseded the Articles of Confederation and reconciled the divergent points of view by carefully dividing responsibilities between states and the national government. Federalism, as both the separation of powers between the state and federal government and as a system of checks and balances, was an entirely new concept at the time. The primary means for resolving the “who decides” question was a list of enumerated powers delegated to the national government. The Constitution, as approved in 1787, set forth twenty-seven specific powers where the federal government is supreme. State power was formalized more explicitly four years later in the Tenth Amendment of the Bill of Rights, which proclaimed: “The powers not delegated to the United States by the Constitution, nor prohibited by it to the States, are reserved to the States respectively, or to the people.” Those powers, according to founder and Bill of Rights originator James Madison, “are numerous and indefinite.” Adoption of the Constitution did not completely resolve the matter of who decides. Federalism remains a continual source of contention between different branches and levels of government and is one of the core ideological divisions in American politics to this day. My View of Federalism Over time the basic terminology associated with federalism has become inverted. The word “federalism” has come to be defined more as a system where states collectively wield influence over the national government. And the original “anti-federalist” founders such as Madison and Alexander Hamilton now would be considered “federalists.” It seems backwards to describe a system with less centralized power as a federalist system, but rather than buck that trend, I have adapted. I am an advocate for federalist forms of government, where states and the national government have co-equal respective joint roles and operate within that framework of balance. Having served three terms as governor of Utah and two terms as a member of the president’s cabinet at the federal level, I continue to believe most functions of government should remain at the state and local level. However, my federal service reinforced the importance of having a strong national government—exercising all of its enumerated powers and those no state could accomplish on its own. A national government holds states accountable, incentivizes improvements beneficial to the nation as a whole, preserves the rights of minorities, and drives equality. My core conviction, though, is that the federal government has become too expansive in what it prescribes and seeks to control through various means—and states must be the counterbalance to that overreach. The founders were correct in their check-and-balance establishment of a strong central government, and were right, too, that an overpowering federal government poses inherent dangers to the vibrancy of a nation. Their wisdom has been borne out by time. States themselves contributed to the shift toward federalization by neglecting their responsibility. As they retreated, institutions of the federal government have naturally stepped into the vacuum. During the mid-twentieth century, southern states used a doctrine of “states’ rights” to practice and defend racial discrimination. This sin was not just a blight on humanity, it also diminished the idea of state primacy, making it morally uncomfortable. State leaders became reluctant to even defend it. They ceded more and more of their sovereignty over time, becoming apathetic in their constitutional duty to defend the people against encroachment of the national government. While people disagree on the question of how much government they want in their lives, there is less dispute that local government is more responsive and accountable than distant government—public opinion polls clearly demonstrate this. By nature, national governments become remote and disconnected from conditions on the ground. They also become hyper-partisan, focused on control more than problem-solving. Despite some conspicuous failures, states and local governments are more responsive and accountable because they are closer to the American people. Nonetheless, people mostly picture the federal government when they discuss politics, due in large part to the nature of modern communication—the speed and global reach of the internet—and the economic realities of the state-federal relationship, primarily the federal government’s capacity to raise and distribute tax dollars and co-opt the states into voluntarily playing a subordinate role. All of this has changed the nature of community and the way in which society is governed. Because of all these societal shifts, coupled with the fact that there are few constitutional tools available to state governments to claw influence back, states have atrophied in their influence, and the slide toward an over-deployed national government continues to gain momentum. When I stood in the Utah State Capitol for my inaugural address, I was responding to those very fundamental instincts about government control over the lives of citizens. I believed that states were meant to be a surrogate for the people in limiting the size and power of national governments. I felt there was a need for a rebalancing. And with state power temporarily bestowed upon me, I committed to help reawaken states as guardians against an unconstrained national government. Becoming a Federalist Reflecting now, I find it peculiar that I would feel so strongly about federalism. I don’t tend to be an ideologue. But early in my political career I came to appreciate how elegantly the founders used human nature as a means of protection. It is often described as pitting “ambition against ambition;” the founders knew that human beings naturally seek power and control, so they concluded the most reliable way to control the human appetite for power was to juxtapose power with power. I have often described this as “mother’s rules,” referencing the way my mother, Anne, resolved differences among my five brothers and me over the pressing matter of dessert. Mom would say to one son, “You cut the pie,” and to then to the other, “You choose the first piece.” The son with the knife would carefully carve out equitable pieces, knowing the first brother to choose would take the largest piece. The elegance of this self-enforcing set of rules produces near equality. The founders understood mothers’ rules and believed states would “jealously guard their power.” In doing so, they would prevent the federal government from overstepping. That was assuming, however, that states would remain strong entities. Like any other American student, I was taught the basics of checks and balances in government, but never really drilled down on the concept of federalism until I became a candidate for office. I started reading biographies of the founders, and then read accounts of the constitutional convention, including Miracle at Philadelphia by Catherine Drinker Bowen. All of these books resonated with me due to a number of practical personal experiences that underscored the wisdom of the founders’ solutions, those experiences further cementing the founders’ solutions in my mind. For example, prior to running for governor, most of my business career had been spent in Leavitt Group, our family insurance business. We owned a majority interest in dozens of insurance agencies and brokerages around the United States. In each business, there was a local partner who owned a minority interest in the business. Usually, the Leavitt organization owned sixty percent and the local partner owned forty percent of the shares. Our sixty percent ownership gave us the capacity to exercise control if required. However, I learned quickly that there were two kinds of control: shareholder control and client control. Leavitt Group had the shareholder control, but the local partner had relationships of trust with the clients, or client control. If either party in the business relationship would have had both voting control and client control, they would have been able to act unilaterally. But since each party had a version of control, both had an incentive to treat the other with respect. Through that balance I gained respect for the importance of equally distributed power in a partnership—even if one party had what they assumed to be “supreme” power. Living in the American west, I also had experienced and witnessed the impact of an overreaching federal government in various ways. Candidly, as I began campaigning, I was routinely confronted by frustrated citizens who were feeling the effects of what to them felt like an unchecked federal government. This was particularly true in rural Utah, where residents were surrounded by U.S. Forest Service and Bureau of Land Management lands and depended on public lands for mining, grazing, recreation, and tourism. In the spring of 1992, Dr. Tony Morgan and his wife, Mary Ann, lived just one street over from Jackie and me in Salt Lake City. Our lives overlapped in multiple ways: We went to the same neighborhood church; I served on the Utah Board of Regents, and Tony was an academic vice president at the University of Utah, with a PhD background in educational administration and political science. During the early stages of my first campaign, as couples we had dinner together. One evening, I began to talk about federalism and my growing awareness of its functional importance. Tony, after hearing me out, asked, “Have you read The Federalist Papers?” I responded that I hadn’t read them and wasn’t sure what they were. Tony explained that in the late 1780s, a series of papers written by proponents of the newly proposed Constitution had been published as the intellectual underpinning of the argument for ratification. Though Tony made the point in the kindest of ways, I realized my lack of awareness was a bit like a person interested in religion having just a fleeting notion of the Bible. “The fundamental nature of our central government is changing.” I have since read The Federalist Papers and have reread some of the essays many times. The experience deepened my understanding and the depth of my feelings about the subject. The story is another indication that I came to my belief in federalism in the most practical of ways—as a potent and raw political issue. Touching a Nerve Part of the ritual of being nominated as a candidate by a political party is attendance at county and state political conventions, where a candidate comes face-to-face with voters. In the march through Utah’s twenty-nine county Republican conventions, like other candidates I tended to give a short stump speech. I emphasized the major themes of my message—quality jobs, quality education, and quality of life—and spoke of the support I had from notable Utahns. At first, during the first several conventions, my message felt flat and undifferentiated from the others. Intuitively, I knew I needed something that would, as my campaign messaging advisor Chuck Sellier would say, “resonate in a guttural way.” One day, in a high school auditorium in Kane County, I went off script and began to talk about the nation’s founders and their fear that the national government would grow too powerful. I spoke of the key role the founders entrusted to the states—to represent the people by holding the national government accountable, jealously and unflinchingly. As I said then, “The people of this state should expect their governor to be a warrior in the fight to restore balance to the role of Washington.” Almost instantly I realized I had touched a sensitive nerve. Heads began to nod, people clapped at lines I didn’t intend to be applause lines, and I heard ordinary people respond with words like, “You’re damned right!” The next day I tried the same thing at another convention. Other candidates traveling from convention to convention along with me began to comment on the reaction. Was this a rural reaction? I wondered. I began to incorporate the message into my speeches in urban areas. Although urban voters expressed their worries about the expansion of federal power and lack of confidence in government differently than those in rural areas, the energy and sentiment were the same. I began to feel not just the political rightness of the position but also the policy importance. By the time I was elected, my knowledge of the subject and its history had begun to mature. Likewise, I had begun to feel a sense of mission. A Restive Mood The acceptance of my federalism message was in large measure part of a general discontent being felt by the American people. Having achieved the Republican nomination, in the general election I was in a three-way race with Democrat candidate Stewart Hanson and Independent candidate Merrill Cook. Similarly, the presidential election that year featured three candidates: Republican President George H. W. Bush, third-party Independent candidate Ross Perot, and Democrat Arkansas Governor Bill Clinton. Ultimately, the independent candidate in my race—Merrill Cook—won thirty-two percent of the vote. Nationally, the Independent candidate Perot, while not winning any states outright, received nearly twenty million votes. It was all part of an anti-Washington message that reverberated strongly enough to upset the normal political equilibrium. The national debt was rising, employment was weak, and people were feeling ignored by Washington. The ultimate winner of the presidency, Bill Clinton, was a small state governor who had overcome personal scandals to beat a host of Democrat establishment figures and secure his party’s nomination. Bush had been challenged from his political right but still was nominated. The atmosphere was simply laden with discontent aimed at Washington, D.C. President Bush had been riding a formidable favorable rating midway through his term in office only to see it vanish when he pushed forward a tax increase after promising not to. Clinton was a charismatic policy whiz who related to voters in an easygoing, personal way. Bill Clinton was elected president of the United States on November 3, 1992, the same day I was elected governor of Utah. It was the starting point of a journey for both of us, and it was clear that federalism issues would play a role going forward. The 1992 election had other illustrations of a deeper discontent among voters. Even though Clinton was elected president, his party lost nine seats in the House of Representatives. This had to be viewed as a rejection of Washington, D.C. Deep discontent had also been simmering on the Republican side of the U.S. House. A growing appetite for change was led in large measure by Newt Gingrich of Georgia, who served as minority whip and also led the Conservative Opportunity Society, a group of insurgent Republican members who held small-government views. This is an important part of the story because the cause they were riding and promoting was the same populist anti-federal sentiment I could feel in myself and among the electorate that had just elected me. People were discontented with their government. Democrats held control not just of Congress and the presidency, but of thirty-two of the fifty governorships in 1992. Additionally, state legislatures across the country were mostly under Democrat control. Change was about to break out, and to me it felt like a perfect moment for a rekindling of federalism. Reigniting Federalism Like any new governor, I devoted my first year in office to building a team, establishing a relationship with the Utah legislature, and laying the groundwork to fulfill the commitments I made during the campaign. However, once the 1994 legislative session ended, I was able to engage more with the various governors’ organizations. As I attended conferences involving governors from other states, I gently measured my colleagues’ interest in federalism and their appetite to participate in shaping an initiative to boost the profile of states. Governors were collectively feeling the burden of unfunded mandates, a device used by Congress with alarming frequency. It was the practice of using federal laws to coerce states into spending money in very specific ways. Interestingly, the issue of unfunded mandates had also begun to capture the attention of the media and the public. Better yet, both Republican and Democrat governors were offended by the practice, and it seemed poised to break through as an issue that could galvanize state opposition. Republicans clearly had more sympathy for the cause than Democrat governors who, while opposed to federal mandates imposed upon their states, had little interest in bucking a Democrat president and a Democrat-controlled Congress. “This is going great, the president thinks like a governor and he’s agreeing with us!” There was hope among governors that President Clinton, himself a governor for nearly twelve years, would understand our frustration and be our ally. However, it quickly became clear that it was not the president imposing these mandates but Congress and a federal system that saw mandates as a means of getting its way on policy without having to take economic responsibility for payment. Shortly after his inauguration, President Clinton announced the formation of a task force headed by First Lady Hillary Clinton with the objective of designing a universal health insurance system. It was instantly controversial. Through the National Governors Association (NGA), I had already begun to engage heavily on the health care issue. In the spring of 1994, I visited the White House as part of an NGA task force on health care. The meeting took place in the Oval Office. I sat on a sofa to Clinton’s right, while president’s staff sat on chairs in various places around the room. The governors were making a case that health care is a state responsibility and that federally mandated regulations stifled innovation. The president was in governor mode, agreeing and joining in with examples from his days as governor. I thought, “This is going great, the president thinks like a governor and he’s agreeing with us!” I glanced down at the staff and noticed Clinton’s main health care advisor, Chris Jennings (who later became a friend of mine). Chris had his arms folded in front of him. He was staring at the carpet, shaking his head in total disapproval. I realized two things at that moment: Democrats do not view Medicaid the way Republicans do. They don’t see the federal government as an equal partner with states; to them, the federal government pays more than half the cost, giving them the right to call the tune. We were not going to get the answer we wanted, no matter how pleasant the former governor of Arkansas was to us. “We need to organize some kind of gathering or conference of states to reassert state power and demonstrate unified resolve.” The second thing I learned was that presidencies are institutions, and that there are many people who contribute to a presidential administration’s philosophy. Moreover, it is a heavy lift for most presidents to totally depart from the ideological moorings of their political party. The Democrat Party’s view is that states can’t be trusted to do the right thing, and the federal government’s purpose is to watch over and ensure that states do their job. Moving power back to the states was going to be complicated, and it would require structural change. Walking down an airport concourse later that day to catch a flight home, I called LaVarr Webb, who served as my deputy for policy and had become my intellectual partner on federalism. I told him about the Oval Office meeting and vented my frustration on the fruitlessness of the process. “Look, nothing is going to happen here,” I said. “We’ve got to do something.” States were standing on the outside, waving their collective hands to get the attention of Congress and the president, to no avail. I told LaVarr about an idea I had been contemplating. “We need to organize some kind of gathering or conference of states to reassert state power and demonstrate unified resolve,” I said. Our conversation that day shaped the framework for what would become my Conference of the States effort. Health care was just one of the galvanizing issues. To be fair, advocates for federal control of health care don’t need enumerated powers. Most of the state-federal interactions on health care revolve around Medicaid, and states essentially surrender primacy in this arena as a contractual matter. Medicaid, welfare, most environmental actions, and education are similarly modeled as partnerships and controlled by contracts. The federal government agrees to contribute a lot of money to a program and states agree to accept the money and the conditions attached to it under the contract. For its part, the state manages the program according to guidelines and contributes its funding match using state tax dollars. Theoretically, a state could refuse to participate in these programs, but doing so would foreclose the federal matching dollars, and political forces would not let that happen in most cases. That die was cast decades ago. The federal government was never given authority over health care as one of its enumerated powers, but it took on the role, bolstering the prevailing view of federal power as “supreme” when Medicaid and Medicare were created and approved as part of President Lyndon Johnson’s “Great Society” expansion into entitlements in 1965. The expansion was challenged in the courts on constitutional grounds but was successfully defended on the theory that the federal government has a duty to look after the “general welfare” of its citizens. States started giving away their power long before they traded it for money. The best tool states were given in the Constitution was the method by which the U.S. Senate was elected. Until 1913, senators were elected by state legislatures. This gave states great leverage to drive change and influence policy. Then came passage of the Seventeenth Amendment, which changed the election of senators to popular vote. Interestingly, it was the states that demanded the change, and for legitimate reasons, but the move left them toothless. Now, the states have very few viable ways to counter federal encroachment. Really, they have only one tool now: the ability to call a constitutional convention. It requires seventy-five percent—thirty-eight states—to agree, and it has never happened before. A Conference of the States The Conference of the States idea that took shape in my mind in the summer of 1994 was a new approach. Others had talked about various ideas for decades. For example, the Constitution can only be amended if Congress, by a two-thirds vote, approves and sends an amendment to the states for ratification. In turn, ratification requires seventy-five percent of the state legislatures to agree. But what if the reverse of that could also be true? What about two-thirds of the states proposing an amendment, which could then be ratified by Congress with a seventy-five percent vote? LaVarr and I pondered that and concluded that the process of discussing various state-empowerment proposals was an important part of generating buy-in with the public. Therefore, rather than starting with a set of specific proposals, we set about to design a process that the states could use to create pressure for action. States needed a more formal way to register and demonstrate their discontent. They needed to be able compel change in a way that was short of calling for a constitutional convention, but strong enough to be taken seriously. We envisioned the Conference of the States as a process leading to a physical gathering, where formal delegations of elected state legislative leaders and governors would assemble. The meeting would be called when three-fourths of the states had passed resolutions expressly calling for a Conference of the States. At the conference, participating states would produce a document, or “States Petition,” which would list state grievances and propose solutions. There is no precedent for such a process, but it was a logical—and very American—way to proceed and create a formalized document for redress. Our theory was that if two-thirds of the states looked like they were going to meet, the others would want to be there. Further, we believed that such a gathering would garner a huge amount of attention and focus a bright light on state grievances. Finally, while the Conference of the States would not be a constitutional convention, it would remind the federal government that states collectively do have that power. Toward that end, our threshold requiring that two-thirds of the states authorize delegations was intentionally the same as the number of states constitutionally required to call a constitutional convention. There was also a practical political component to our discussion. We wanted the first Conference of the States to land in the middle of the 1996 presidential campaign. In that environment, we believed the effort would help impress upon American voters that the checks and balances between states and the federal government were as important as those between the legislative, executive, and judicial branches. Let’s acknowledge, this was big thinking. Perhaps it was unrealistic. Truthfully, where it would go from there, we weren’t sure. But we determined to begin trafficking the idea to see if there was a constituency among states for such a strategy. We knew any endeavor of this type had to be totally bipartisan; therefore, I needed a Democrat governor as a partner. My first choice was Ben Nelson of Nebraska, who had been elected in 1990. Like me, he had never held elective office before being elected governor. He was a lawyer by profession and had served a public role as his state’s insurance commissioner. Despite our party differences, we saw the world in very similar ways, and Ben liked the idea of the conference. He agreed to be my Democrat counterpart, and by the late spring of 1994, Ben Nelson and I had agreed upon a plan to pursue the Conference of the States. Our strategy was to build a partnership with five organizations that represented state elected officials in the United States. This included the National Governors Association (NGA); the Council of State Governments (CSG); the National Conference of State Legislatures (NCSL); the American Legislative Exchange Council (ALEC); and the State Legislative Leaders Foundation (SLLF). Once we had secured the support and involvement of these organizations, we could design a formal process to organize a Conference of the States. Each of these five national groups, while distinctly separate, have similar functions and patterns of operation. They have no formal status within American governance, but they have a useful purpose. Each is a 501(c)(3) organization, created to serve the education needs of a segment of public officials. The NGA’s membership includes most of the state governors. It is likely the most influential of the groups simply because of its constituency of state chief executives. The NCSL and ALEC both serve legislators from the fifty states. The SLLF serves only leaders of legislative bodies—house speakers, senate presidents, pro tempore leaders, and majority and minority leaders. The CSG represents both governors and state legislators and acts as a management organization for various other state officials such as treasurers, lieutenant governors, auditors, and the like. Each of the five organizations is supported by a combination of membership fees paid by state governments and corporate sponsorships. Each of the groups requires a bipartisan approach in operations and in leadership, which alternates back and forth between political parties. Naturally, there is some competition among the organizations and a bit of ideological flavoring between them. For example, among legislative organizations, NCSL tends to be more mainstream; ALEC is more conservative. Each of the organizations is a political microorganism unto itself with geographic rivalries, ideological differences, and egos playing out. Meetings of the organizations are educational in focus, but each has a policy agenda where they adopt positions and propose legislative solutions to problems faced by respective member states. It was the policy component of each organization that we looked to engage. Governor Nelson and I hoped that state legislators who belonged to these groups, despite their political and geographic differences, would share our frustration with the overreach of the federal government. We hoped they would see the Conference of the States as a serious and compelling way to reclaim and reassert their rights as state officials to stand up to the federal government. We sensed they would jump on board, being as fatigued as governors were of the constant budget pressure from unfunded federal mandates—and as disgusted by increasing manifestations of federal arrogance. Our hunch was right. Strong Support One at a time we began to engage with the leadership of our five potential allies. Each started with a call to their officers and executive directors. Those conversations led to invitations to speak at their board of directors or national meetings and conferences. There was instant receptiveness to our message and the idea of creating a more formal way for states to exert influence. Leadership within each organization helped guide the idea of supporting the Conference of the States through their formal policy processes. The National Conference of State Legislators is a good example of how this worked. On April 13, 1994, I was introduced by a Utah legislator, Brent Haymond, to Bill Pound, executive director of the NCSL, headquartered in Denver, Colorado. Bill Pound knew his members were agitated about an overreaching federal government and believed they would respond. He invited me to speak a few weeks later at a meeting in Delaware, where the NCSL’s policy committee was meeting to prepare for the group’s national meeting later in the summer. On May 4, 1994, I flew to Delaware and spoke for about an hour, answering questions and challenging the committee to rise to the occasion as state leaders. I laid out our vision and asked for their support, both as an organization and within their respective states. There was palpable energy, and the meeting was a profound success. I left with an invitation to address the full NCSL two months later at their annual meeting in New Orleans in July. The NCSL convention was held at the New Orleans Conference Center. More than a thousand of the nation’s seven thousand state legislators attended, representing nearly all of the states. It was an ideal opportunity to create a foothold with the Conference of the States message. The meeting went well, and we left with a sense of strong support. Ben Nelson and I worked to get support through the National Governors Association at its own July annual meeting. Next, I spoke in Tampa, Florida, on August 5, 1994, at the ALEC national meeting. Daniel Sprague, executive director of the Council of State Governments, became deeply involved. While we did not gain formal approval of the CSG until their December 4, 1994, conference, we knew it was going to happen. Each of these organizations produced a formal policy position of support and prioritization as an issue. And the combined weight of the five was a powerful force multiplier, bringing legitimacy with state legislators and connections in every state, plus staff resources at the national level. I’m not sure these organizations had ever worked together on an issue like this before, nor have they since. On the strength of these approvals, we scheduled a critical meeting for December 8 in Washington, D.C., to unite all five organizations right after the 1994 election. We were on track, making exponential progress and poised to launch with, hopefully, some positive gains after the election. And then an electoral landslide struck, changing the landscape in a momentous and totally unexpected way. Key Positions at the Right Time Up to this point we had been driving the issue forward from the states, looking to attain national critical mass, state by state, with the help of the five national organizations that advocate for states and state issues. In addition to the National Governors Association, I was a member of the Republican Governors Association (RGA) and the Western Governors’ Association (WGA). In fact, I was vice chair of both, about to become chairman of both. This was partly strategic, a little bit serendipitous. LaVarr Webb and I had earlier determined it would be useful to our federalism purposes if I held leadership posts in both. It would create opportunities to build relationships with other governors, and both roles had travel budgets and staff that we could engage in our effort. The RGA is a political organization primarily organized to help elect Republican governors. I became chairman at the group’s national conference in November 1994, right after the midterm elections. This same year, I also was appointed to a seat on the Executive Committee of the National Governors Association. The decision to take on the leadership role at RGA in particular was providential in my federalism story—in ways that I could not have anticipated. I had assumed it would be helpful by allowing me to develop relationships with other governors, and the opportunity cost would be having to spend some amount of time fundraising and distributing money. I viewed it as a political role because that’s all it had ever been. I’m pretty sure I got the job because there were only eighteen Republican governors at the time—the lowest number in memory—and several of those were up for reelection or leaving office. In other words, there wasn’t a lot of competition. For the annual meeting of RGA in November 1994, another opportunity was placed in my hands. It was always the prerogative of the chair to choose the location and organize the agenda. However, that year’s chair, whom I would shortly be succeeding, was Governor John McKernan of Maine. He was leaving office and not all that interested in the upcoming conference, so I volunteered to assume that duty, too. This allowed me to theme the event around federalism and to symbolically hold it in colonial Williamsburg, Virginia, which had been the political center of democracy before and after the American Revolution. Many historians and scholars consider Williamsburg to be the birthplace of the ideas that forged the Constitution. Leading up to those fall dates, my hope was that we would win some additional governors races to add to our anemic eighteen. Even then, I expected that the meeting would be a relatively quiet affair where I could build support among the new governors for my federalism efforts and the Conference of the States. I could not have been more wrong. Nor could I have predicted the political earthquake that would reshape the federalism playing field and propel multiple issues to the forefront, crowding the Conference of States momentum and focusing my own attention onto parallel tracks. The 1994 Election and a Profound Shift In 1992, Newt Gingrich, a Republican congressman from Georgia, became the minority whip in the House of Representatives. He led a group of firebrand younger members who began tapping into the anti-federal sentiment that was already brewing in the United States. They effectively nationalized the 1994 congressional races by formulating a “Contract with America.” The document specified eight categories of reform pledged if Republicans were to win the majority. Unfunded mandates, the bane of governors from both parties, was high on the list, along with a number of small-government and government-accountability issues. A prop contract document was signed by candidates in dramatic fashion on the steps of the U.S. Capitol. The combination of Bill Clinton’s unpopularity and the solidarity the Contract with America forged among Republicans resulted in one of the most dramatic election outcomes in American history. In what is often referred to as the Republican Revolution of 1994, fifty-four House seats and four U.S. Senate seats changed from Democrat to Republican, giving Republicans control of both the House and the Senate for the first time in more than half a century. The landslide election also changed the landscape for governors. By the end of election night, it became clear there would be a net gain of twelve more Republican governors, taking our total to thirty. Many of the new governors were from large states like Texas and New York. The ground had shifted tectonically, and so did the nature of my upcoming Republican Governors Association meeting at Williamsburg. The RGA conference became the first place the Republican Party gathered after the election, and all the current and future stars were there. I had a tiger by the tail. Not only were the facilities way too small to handle this much-larger crowd but everybody within the orbit of politics wanted to be there, too. A lot of egos were involved, and there was much business to be done. What I assumed would be a conference attended by eighteen to twenty-four Republican governors suddenly became thirty governors and the new leadership of the House of Representatives and Senate. What I had hoped would be a building block on which to quietly lay a foundation for the Conference of the States became a launch pad for the new Republican majority of the U.S. government. Most significantly, it changed the horizon from one of working out a long-term structural change to immediate legislative opportunity. Republican National Committee Chairman Haley Barbour, a colorful GOP figure who would later become governor of Mississippi, met with us early on the first day. He noted that welfare reform was among the promises made in the Contract with America and urged us to be aggressive as governors in asking for a seat at the table to address the problems with welfare and Medicaid. Several prominent Republican governors, such as Tommy Thompson of Wisconsin and John Engler of Michigan, had built big reputations on those issues. The morning of the second day, I arranged to go for a walk with Newt Gingrich so we could discuss the meetings we would hold later in the day. We left about 5:30 a.m. and decided to walk through the historic section of Old Town Williamsburg. It was still dark, and a deep fog had settled in. As we walked, Newt, a historian, began to talk about events that had occurred in some of the old colonial buildings we passed. There was Bruton Parish Episcopal Church, where Thomas Jefferson, George Washington, Patrick Henry, and George Mason attended church. Then Wetherburn’s Tavern, where they dined. Strolling among those storied places through the fog made the moment surreal. “If we have the flexibility to design the programs . . . we can do it, we can do it smarter, we can do it for less money.” I introduced the idea of involving the governors in drafting legislation dealing with welfare and Medicaid reform. Newt had been primed for this discussion by Haley Barbour, so he responded quickly and positively to the value of having the governors’ involvement, and just as importantly, he connected with the federalism theme. Gingrich acknowledged the fact that governors administer the programs and have unique understanding of the problems. Reforming the American welfare system was a substantive point within the Contract with America, and it was clear that Newt wanted to engage us. I also wanted to bring him along on the Conference of the States. He found it interesting and was clearly aligned with us, but it was also obvious, and understandable, that he was focused intensely on the monumental job immediately ahead of him. Later that morning, Newt Gingrich, who would soon be elected the first Republican Speaker of the House of Representatives in forty years, spoke with brilliance on the spirit of our federalism theme. To the governors directly, he said he wanted our help in writing the actual welfare reform bill—an offer we immediately accepted. I promised to assemble a team of governors to do so. All this, however, was done in the sense of euphoria that accompanies such grand moments. It ignored the reality that there were other members of Congress who would play a role—not to mention the now minority party and administration that would become part of the discussion soon enough. One of the congressional staff leaders, Ron Haskins, who accompanied the future speaker to our meeting in Virginia, later wrote a book, Work Over Welfare, about the bruising two-year battle that we were all about to enter. His book described the headiness of the meeting, beginning with the opening day news conference on November 20. “A host of Republican governors raised objections to the leading House GOP welfare reform plan,” he said. “John King of the Associated Press quoted Utah governor, Michael Leavitt as summing up the position of all the governors: ‘Give us the ball and get out of the way.’ Even the moderate Republican Christine Todd Whitman of New Jersey got into the act, declaring that “if we have the flexibility to design the programs . . . we can do it, we can do it smarter, we can do it for less money.”(1) Two days into the meeting, Haskins continued, Gingrich and incoming Senate Majority Leader Bob Dole had a lengthy breakfast with a handful of Republican governors, in which Gingrich and Dole both gave speeches. “Probably still feeling a rush from the spectacular election result, both the governors and Gingrich and Dole may well have been prone to flattering each other and to an exaggerated sense of trust. In a speech interrupted several times by standing ovations, Gingrich . . . told the governors they would have much greater control over welfare programs. He said: ‘We can’t be here suggesting the social engineering of the right will be more clear than the social engineering of the left.’ He also said, ‘This is the meeting which crystallized the process of getting power out of Washington.’”(2) I had organized this crystallizing meeting. And at its conclusion I committed to appointing a task force of governors to follow through and deal with three subjects: welfare, Medicaid, and a balanced budget amendment. We also agreed to hold a summit on these topics in Washington early in January 1995, just a month and a half away. The power of Williamsburg as a setting had established federalism as a theme and focal point for the new ruling party in Washington. The effect had been profound, but different than I anticipated. It was amplified in a totally unexpected way. I planned the meeting hoping to jump start a process and energize a movement to change the state-federal relationship in a structurally permanent way. As it turned out, the big winner was the concept of “devolution of power.” Devolution, the New Thing While the idea of moving power to a more local level has been part of political debate for a long time, the concept of devolution was popularized during that time in a long simmering clash in the United Kingdom over the degree of autonomy that Wales, Scotland, and Northern Ireland would have from Westminster. The U.K. disputes were resolved through devolution in the late 1990s. Given its currency, it was natural that a new insurgency over the power of American states would adopt the same strategic description. In our case, however, it also represented a need to acknowledge a fundamental change in approach. The idea of the Conference of the States targeted significant constitutional change as its objective—we wanted to alter the structure of our government to reinforce its original federalist shape. But the election of 1994 forced a new reality. Our ability to capture mindshare in the media and among the people now had to compete with a much more mainstream drama—an ideological and political competition in Washington over legislation. The atmosphere had changed quickly, and the Conference of the States initiative no longer had the road to itself. Our steady progression through the states to achieve a permanent constitutional change was now overtaken by a more clamorous and expedient focus on devolution through legislation. The good news was that the debate was still focused on the same state-federal power balance. The bad news was that any change made legislatively can be as easily changed back or subverted. Devolutionary power can be “de-devolved” or taken back by subsequent legislation, whereas constitutional change is not so easily undone. However, it became clear to me that the legislative track was the way things would go, which was not a positive development for federalism in the long run. We were headed toward a more achievable but less permanent outcome. Still, I figured it was a positive development to have the airwaves filled with federalist-style discussion, and since I could do nothing about it, we needed to make the best of the situation. “This gives to the states all powers not specifically granted to the federal government.” Despite all the congressional discussion at the RGA conference, I was able to complete a piece of the original Conference of the States agenda. We had presumed the election would produce more Republicans but did not plan on such a profound showing. Conference of States planners had composed a departing statement for the Williamsburg meeting, a bold declaration of the movement’s intent. Titled simply “The Williamsburg Resolve,” it had been circulated to staff and tweaked by many. In the end, the governors adopted it without major discussion, and because the original agenda had been totally hijacked by the election results, it made no waves. However, it was a thoughtful, compelling document and deserved more attention than it was given. Onward from Williamsburg The Williamsburg RGA conference had completely stirred the pot on federalism. A passion by governors and leaders of Congress to return power to states was the ideological topic of the day—big time—on airways, in newspapers, and among opinion makers and political pundits. Republican governors now controlled large and small states, and the conference had served as a reminder and unifying event. Governors began to think more about the role of states. For example, a few years later, George W. Bush promised in his inaugural address as president to revive the Tenth Amendment, emphasizing that it “gives to the states all powers not specifically granted to the federal government.” Federalist objectives had not been part of his campaign for governor, but he was now on board amid the post-election federalist fervor of other governors and congressional leaders.(3) Back home in Utah shortly after Williamsburg, my governor’s office team convened a meeting. I sat in my customary spot at the end of the walnut table in the formal office. Around me sat Charlie Johnson, chief of staff; policy deputy LaVarr Webb; communications deputy Vicki Varela; general counsel Robin Riggs; scheduler and personal assistant Alayne Peterson; and budget director Lynne Ward. Joanne Neumann, who headed my Washington office, joined by conference phone. Charlie always conducted these meetings, using an agenda he typed himself just before the meeting started. For the next thirty minutes we marched through most of Charlie’s list. He then spoke to Joanne over the phone: “Joanne, give us report on Williamsburg and where we go from here.” “Where should we start?” Joanne responded. “LaVarr, I need you to weigh in here too. A lot has changed.” Indeed, a lot had changed. Each of us knew the conference represented a profound inflection point in our work, perhaps more than any other event we had experienced as a team in our short two years working together. While still relatively unknown on a national basis, I was now chair of an emerging force in American politics, the Republican governors. It was not just the fact that there were now thirty member-governors of RGA. More importantly, the Republican governors were now a critical component of watershed political change that aimed directly at sending power back to the states in programs such as welfare and Medicaid. States held the key to fulfilling many of the commitments the Republican Party had made in the last election. We were now dealing with two separate streams of federalism work: The Conference of the States and the welfare and Medicaid reform efforts in Washington. The combination would demand much of the final two years of my first term. Not only did both have national importance but they were critical to the fulfillment of my agenda in Utah to reform welfare and improve health care. Parallel Tracks Two weeks after Williamsburg I traveled to North Carolina and Washington, D.C., for two critical meetings related to the Conference of the States. The first, held on December 4, 1994, in North Carolina, was the Council of State Governments annual meeting. Ben Nelson and I spoke to a large audience of public officials asking that the CSG prioritize the Conference of the States as their primary pursuit for the year. They readily did. Next, we flew to Washington D.C. for a December 5, 1994, meeting of the Conference of the States coordinating committee. The national officers and professional staff of the National Conference of State Legislatures, American Legislative Exchange Council, the Council of State Governments and the National Governors Association were all there. (The State Legislative Leaders Foundations joined later). This meeting was the culmination of our work the previous six months. Collectively, this group had the ability to reach into every legislature in every state in the United States with a unified, credible message. The meeting was spent developing plans to educate legislators nationwide and initiate a process to attract legislative sponsors in each state of a resolution that committed the legislature and governor to send a delegation to the Conference of the States. It was a rare and significant event for all these organizations to join in league and to join their voices as states on a matter of this importance. There were differences in the level of enthusiasm and appetite for action, but we had succeeded in agreeing on a basic direction. It was a moment that warranted optimism. Ben Nelson and I used the opportunity to do several news interviews on our efforts, including an hour-long segment on C-SPAN where we discussed the problems in the state-federal relationship and teed up our solution. Asked in the opening minute by host Steve Scully why, as USA Today was reporting, governors were telling Washington to “get off our backs,” I did not sugarcoat it. “Because the federal government is essentially out of control and has overstepped its intended purpose many times, many fold. People of this country know it’s not working, and they want more decisions made in their hometowns and state capitals than they do in Washington, and they’d like the unbridled growth of the federal government to stop.” States were now pushing back with the Conference of States plan, I said, and “have to be willing to deal with this issue right up front in a competitive way, in a confrontive way, because there is no other player at the constitutional table to get it done.”(4) Over the holidays, LaVarr and I spent considerable time weighing how to reconcile the different goals of the Conference of the States effort with my new duties at RGA. While the RGA’s crusade to devolve power back to the states was ideologically consistent with the Conference of the States, there were very real differences that created an awkward conflict for me. The Republican devolution effort was a partisan fight over legislation. The Conference of the States was a bipartisan effort to change long-term attitudes and the Constitution of the United States. It was evident that one would divert energy and resources from the other. We concluded we had no choice but to drive both efforts forward. Honestly, we had no idea what the outcome would be on either one. LaVarr began working with Daniel Sprague from CSG, Bill Pound from NCSL, Sam Brown from ALEC, and Ray Scheppach from NGA to line up sponsors for the conference-authorizing resolutions in every state. I was able to turn my attention to finishing my state budget and preparing a State of the State speech, which dominated my attention during our traditional family vacation to California between Christmas and New Year’s. “This is key to balancing the federal government budget for the first time in a generation.” National news during this period was fixated on the transition of power in Congress. For the first time in more than half a century, Republicans would have control of both chambers of Congress. They would be led by the incoming Speaker of the House, Newt Gingrich, and by Senate Majority Leader, Bob Dole, though Senator Dole had already been signaling his intention to run for president against Bill Clinton. It was an engaging drama, and the stage was set for the governors to become part of it. Just hours after the new congressional leadership were sworn in on January 5, 1995, they met with governors at the Capitol Hill Club, a popular establishment near the House of Representatives’ Cannon Office Building. It was a grand assembly that included the new leaders, along with the new GOP chairmen of all the major congressional committees. Nearly all thirty Republican governors attended. Joanne Neumann represented me in organizing the meeting. The seating arrangements had been done according to protocol. I conducted the meeting, sitting between Speaker Gingrich and Majority Leader Dole. Other governors and congressional leaders were interspersed at rows of tables. Republican Party Chairman Haley Barbour hosted and actively participated. Our purpose was to set in motion a unified plan of action to pass welfare and Medicaid reform and a balanced federal budget. The governors immediately returned to the theme established at the Williamsburg meetings—the need for a grand bargain under which the states would agree to a fixed level of funding on welfare and Medicaid for five years in exchange for a profound increase of flexibility in how the programs were conducted in each state. Though the meeting lasted nearly all day, two things stood out in my mind. First was a moment when Rep. John Kasich, chair of the House Budget Committee, stood and said, “If we can do this, it is the key to balancing the federal government budget for the first time in a generation.” He had nearly jumped out of his seat on hearing the governors’ proposal and immediately set committee staff to the task of estimating savings should such an agreement be struck. Suddenly, members of Congress began to see a partnership with the states as the key to meeting their objectives. It was electric. We agreed to develop work groups, and Gingrich and Dole recommitted that the governors would be at the table when drafting the bills. The second memorable part of the meeting was the news conference late in the day, held in the lobby of the Republican National Committee building. It was packed with more than a hundred journalists and dozens of television cameras. While I conducted the news conference, the media wanted to hear from the leadership of the new Congress and the big state governors. I felt a bit invisible at the event. My role in that news conference formed a good metaphor for my role in the entire process. If the Republican governors were a professional baseball team, there would be a handful of well-known superstars, perhaps a star pitcher, home run king, or prominent veteran player. There would be a group of journeymen players who, while not as well known, filled specific roles. I was the team’s captain. I played in the game but also organized the team and needed to keep everybody in line. As the work unfolded on welfare and Medicaid reform, the star players were Governors Tommy Thompson of Wisconsin and John Engler of Michigan. Both had gained national reputations for leading the charge in their states with groundbreaking welfare reforms. Each came from big states that would play prominently in the upcoming presidential race. In many ways my status as a small-state governor was an advantage. I don’t think the big-state governors saw me as a political threat. It’s common for political figures to perceive other politically powerful players as competitors, not teammates. For example, eighteen months later, both Engler and Thompson would be vice presidential possibilities. Few people would see me as a threat in that way. In addition, I had formed personal relationships with every governor on both sides of the aisle through my leadership work at RGA, the NGA, and the WGA. Likewise, I had spent time with all of them building support for the Conference of the States. The meeting was a milestone and set in force a unique period of cooperation between Congress and the governors that endured for nearly two years. The relationship was not personality based but a partnership of mutual benefit. Congress needed what the governors could bring and conversely held the keys to what the governors wanted. I still needed to advance the ball on the Conference of the States in my own state. The Utah Legislature supported the concept and on January 16, 1995, legislators passed the resolution authorizing Utah to send a delegation to the conference. That evening, standing in front of a joint legislative session and live on every television station in the state, I offered my third State of the State address and heralded the moment. Earlier today you, the Legislature, passed a resolution proposing that Utah send a delegation to join with other states in a historic convocation, a Conference of the States, to consider ways to fundamentally and permanently restore balance in the American system of government. I will join legislators at the conclusion of my remarks to sign this important resolution. The Conference of the States will be the first time in our history since that celebrated convention in 1787 that the states of this nation have come together to address this issue of balance in our governance. This is our stewardship in protecting the vitality and integrity of American democracy. It is our responsibility, our role . . . and it must be done. This was consistent with my first inaugural address, where I declared I would use part of my time as governor being a warrior in the battle to rebalance power at the state and national levels. And two years after making that commitment, we were pushing briskly ahead. Welfare and Medicaid Reform Welfare and Medicaid reform were not new ideas in 1995. Both sides of the political aisle knew something needed to be done. Even President Bill Clinton, shortly after his election, came to the first NGA winter meeting I attended in February 1993 to announce he would form a task force to “end welfare as we know it.” Caseloads nationally were exploding. A well-known study done by David Ellwood and Mary Jo Bane, professors at the John F. Kennedy School of Government at Harvard University, indicated that sixty-five percent of all welfare recipients stayed on the assistance rolls for eight years or more. In 1994, about three-and-a-half million adults were on welfare.(5) Republicans in the House of Representatives filed bills representing various ideologies on how to remedy the problem, following through on their pledge in the Contract with America. As it turns out, while Gingrich and Dole had been explicit in their commitment to involve the governors, there were forces among the various congressional committees that did not feel bound by that commitment, or at least interpreted it differently. They viewed legislation drafting as their duty. In fact, many of them, like Rep. Clay Shaw of Florida who headed the House Ways and Means Committee, had been working on welfare reform for several years and were not inclined to yield authority or authorship, particularly after achieving newfound majority status. Those struggles would become more prominent as time went on. At the core of the complexity were significant divisions that still existed among Republican members of Congress on the direction of welfare. There was a group on the right that seemed to center on two philosophical issues. One was the role that work requirements should play in qualifying for welfare. The second dealt with the way society perceived mothers who have children outside of marriage. There were also Republicans who concurred with the philosophies of Charles Murray, a theorist and political science scholar and author who believed welfare programs should be eliminated altogether. Governors, for the most part, had quite practical views on these subjects, but their presence in the debate wasn’t viewed as helpful by the various factions. There are few more predictable things in politics than a political party overreaching when they regain power. It is inevitable. Fresh off a victory, no matter how wide or narrow, there is a feeling of invincibility and urgency to deliver the full measure of their mandate. Part of the overreach is the assumption that they can pass exactly what they want, and the opposing party (the enemy) has no right to be at the table because their team was defeated. This was true of the Republicans in Congress following the 1994 election. They were clearly overreaching. Typically, governors are less partisan, but the 1994 election seemed to imbue Republican governors with the same tendency for overreach. This was manifested primarily in the thinking that there was no need to talk to Democrats. Though I was chair of the Republican Governors Association, I thought this approach was absurd. It just seemed obvious that the method defied reality. Even if the House of Representatives could jam a bill through, Democrat involvement would be necessary to get a bill passed by the Senate because of its rules requiring sixty votes. Then there was the ultimate backstop—the president. Bill Clinton wasn’t going to sign a bill prepared without Democrat involvement. By this time, I had also begun to play a significant role in the National Governors Association, and as Republican governors and the leadership of Congress worked to develop ideas and draft legislation, I kept pushing to engage with Democrat governors. I had two reasons for doing so. The first was totally practical—nothing was going to pass without bipartisan support. Second, I believed politics was playing out at two levels. Yes, Republicans and Democrats were colliding here, but ultimately this was going to be a collision between states and the federal government. I felt like the interests of states would be better represented if there was buy-in from all states, not just Republican states. Time proved me to be right—but naive. The lesson I relearned is that as logical and predictable as the common-sense middle ground is, politicians—no matter the party—are, for the most part, emotionally incapable of moving toward bipartisanship until they have played out the illusion of rolling the other side and getting exactly what they want. No matter how obvious the illusion. I suppose it has something to do with satisfying the more extreme views on both sides that often give political issues energy. It may also be like a negotiation that requires anchoring in a decidedly self-interested way, and then inching toward reality as a protection against the other side, which will undoubtedly do the same thing. “Parents on welfare sign a ‘social contract,’ which commits them to spending at least 20 hours a week in training, work education or community service.” The work the Republican governors were doing with congressional leadership had two primary components, welfare reform and Medicaid reform. The GOP’s two welfare stars, Governors Thompson and Engler, had carved out well-deserved reputations in welfare reform. In his home state of Wisconsin, Governor Thompson had initiated a program he called Wisconsin Works or W-2 (named as a symbol of the IRS wage-reporting tax form), which replaced Wisconsin’s benefits-based system with one that required individuals to find work and provided money for both school and childcare. It also provided support to working families and individuals.(6) Both of these concepts contradicted the philosophy of the national welfare system known as Aid to Families and Dependent Children (AFDC), which had no requirement for work and, in fact, created disincentives for people to work. Tommy Thompson had done a great job in defining the issue nationally. The problem was federal law would not provide matching money for states that adopted such an effort. John Engler had followed a different path to a similar result in Michigan. The New York Times described his approach this way: “Parents on welfare sign a ‘social contract,’ which commits them to spending at least 20 hours a week in training, work education or community service. The state, in turn, makes work possible by subsidizing childcare and health coverage. It also makes work attractive by allowing enrollees to keep more of their earnings.”(7) While I had begun to push for similar reforms in Utah, it was evident to me that Thompson and Engler had the national brand and knowledge required to carry the water on welfare. I appointed them to co-chair the Republican Governors Association task force that was working with House Republican leadership to draft a bill. The essence of the working partnership between governors and congressional leaders that developed at the Capitol Hill Club meeting was for states to accept a five-year capped amount of welfare money, in exchange for the flexibility to innovate the way Thompson and Engler were doing. True to their commitment, Republican leadership invited Republican governors to be at the table in writing the welfare reform bill. However, the idea of the governors writing the bill or even being at the table was not shared by many members of the Republican caucus, most notably the chairs of the relevant committees who felt that Gingrich and Dole had overpromised by inviting the governors into a process they owned. Likewise, some movers and shakers among the think tank crowd were upset that governors had been invited. Organizations such as the Heritage Foundation felt they were the full partners with Congress in the development and shaping of various proposals. Work over Welfare describes how Robert Rector, a Heritage Foundation analyst, reacted. “I talked with Rector several times as the Williamsburg lovefest was taking place. He was livid. He immediately began telling the press, in his no-holds-barred manner, about how inept the governors were and how they would kill true welfare reform. [Florida Rep. Clay] Shaw and I were in total agreement with Rector and other conservatives that welfare should not just be turned over to the governors.”(8) Some of the objections from members of Congress were grounded in a tussle over ideology on matters such as the best way to discourage out-of-wedlock births and handle work requirements. Conservatives wanted a hard ideological line drawn dictating their view. Governors wanted flexibility to experiment and to mold state policy to fit individual state interests. However, they were also protecting their turf. The turf battles were multi-dimensional. State-federal politics played into the discussion, but so did fights over which committee had jurisdiction on these issues. While Engler and Thompson did continue to have input, the role offered by Gingrich and Dole to write the bill and to be full partners began to diminish. I continued to participate, but only at a high-level, leaving Thompson and Engler to carry the heaviest load on the issue with Congress. I decided instead to focus on Medicaid. This made sense for many reasons. I was far more interested in the Medicaid side of the entitlement coin. Thompson and Engler were the rockstars on welfare, and I wasn’t needed there. I could focus better on my own state’s welfare reform initiatives. Also, the welfare reform effort was hampered at the outset, in my view, by the refusal to engage with Democrats. Medicaid interested me more than welfare reform because the dollars were bigger—nearly four times as large—and the long-term impact on state and federal budgets would clearly be more profound. Perhaps most of all, I could have more impact. The Medicaid issue needed an owner among the governors, and I decided to step into the breach. Members of Congress had been working on welfare reform for at least two years before the 1994 election. Thinking was better developed on welfare, and so it moved more quickly than Medicaid. Medicaid had been at the heart of the Clinton health care proposal, and Republicans had been concentrating on defeating that proposal, as opposed to creating their own. Conference of the States Succumbs The outcome of the 1994 election effectuated a change in circumstances for organizers of the Conference of the States. We had not anticipated the profound shift that upended the power structure of Congress and altered the underlying environment we were operating in. The Conference of States strategy was designed to create bipartisan support among the states to shift power back to the states. We wanted the conference to remind the federal government that states had power. We aspired to have the Philadelphia meeting in advance of the 1996 presidential election. We knew the Conference of the States was not a bonfire but rather the match to light a bonfire. It was to be the first salve in what we presumed would be a decade-long fight. We had succeeded in unifying the five most influential nonpartisan organizations of elected state and local officials. We were starting to gain attention of national media. LaVarr and CSG worked with the legislative leaders in identifying sponsors in each state. We found early success in more than a dozen states. Governor Nelson and I did our best to fan the simmering embers a glow in the media. One of the most prominent national journalists to write positively about the conference plan was senior Washington Post columnist David Broder, dean of the D.C.-based press corps. Broder had long written favorably about federalism and state innovations, and he was one of the first to take note when our plan gained traction. “The boldest step of all—which has drawn amazingly little notice—is the effort endorsed last weekend by the Council of State Governments to call a Conference of the States—first cousin to a Constitutional Convention—next year,’’ Broder wrote on December 11, 1994.(9) His column described the process and timetable, and continued: The sponsors are thinking of bold, even radical, steps to “correct” what they see as the imbalance of power that gives Congress and the federal courts domination over state government. They talk of allowing states to initiate constitutional amendments, rather than simply ratifying them. They contemplate ‘sunsetting’ or, in effect, nullifying federal statutes by action of two-thirds of the states. They know this whole proposal will stir up controversy. “What could be better?” Leavitt asks, “than to make the 1996 political year the occasion for another great debate on the issues that fascinated Jefferson and Madison and Hamilton and Jay?” What indeed? Notoriety attracted critics. Only a few weeks into the start of the 1995 legislative season, it became evident that an odd coalition of far right and far left organizations was forming against the Conference of the States. Far right detractors saw the effort as a constitutional convention—a “con-con,” as they dubbed it. They advanced the argument that such a gathering would spin out of control and ultimately set about rewriting the Constitution. Some of the more fanciful among them feared the conference would fall into the hands of conspiratorial types who would seize control of the United States on behalf of hostile interests, some political and some financial. Meantime, elements on the far left regarded any shifting of authority from a centralized government to the state and local level as a weakening effect that would complicate their policy efforts to build the influence of the federal government. Perhaps the highlight of the far-right assault came when the conference was featured as the cover story in the March 6, 1995, edition of The New American, a magazine published by the John Birch Society, a well-known ultra-conservative, anti-communism organization. I was the cover photo, and the article by Birch Society researcher Don Fotheringham was a sucker punch. Utah Governor Mike Leavitt seems to think the United States Constitution is obsolete. He has teamed up with Governor Ben Nelson of Nebraska to set in motion the mechanism for making fundamental changes to our constitutional structure. A good deal of groundwork has already been laid for what the two governors have labeled a ‘Conference of the States,’ clearly one of the most startling and revolutionary developments of our time. The John Birch Society, which would become our most organized critic, believed the conference was a Trojan horse attempt to recreate the constitutional convention of 1787, and to rework the Constitution in the process. The Fotheringham article continued: The real motivation behind the Conference of the States is the very opposite of the avowed purpose, otherwise no high-powered convocation would be needed. The states could announce their assertion of the Tenth Amendment in a telephone conference call, and divest themselves of federal usurpations by engaging only in those state-federal activities for which there is constitutional authority. The states, whether they meet or not, already possess the power to cast aside the unconstitutional shackles of the federal government. All the states need do to escape federal oppression is to send the federal checks back to Washington with the following explanation: ‘We respectfully return checks paid out of the federal treasury for activities that the federal government has no constitutional authority to engage in or to impose upon the states as set forth in the Tenth Amendment of the Constitution of the United States.’(10) The Conference of States resolutions were taking hold and making their way through state legislatures at this point. Once this momentum became evident to far-right critics, they began to mobilize. The mobilization was not a huge surprise; most interesting was the way they used technology to advance their position. In 1995 the internet was just emerging in society. While personal computers were in an early stage of adoption, hardly anyone used the internet. In fact, the internet browser had just been invented. Those who went “online” at that time used what was known as an internet bulletin board, a static place where digital messages could be posted. Interested parties could use an internet dial-up service to read the bulletin board. Organizations like the John Birch Society and other advocacy organizations were very early adopters of the Internet and its bulletin boards, and they used that capability to convey strength way beyond their actual numbers or influence. They had networks of followers in various states. Once the Conference of the States had been identified as a threat, it became the “boogeyman” the groups required to perpetuate themselves. The Birch Society used its network of people to begin watching state legislative calendars for any sign of a Conference of States resolution. Once it was filed, negative letters to the editor would begin to pop up in newspapers alleging the creation of a “con-con.” These articles would be sent to legislators. When legislative hearings were scheduled, the date and room number would be posted on the group’s internet bulletin board with an all-hands-on-deck-type message. When legislators would go to a hearing, a sizeable number of people with signs and flyers were there to denounce the effort. During public comment periods, many would speak against the resolution, but nobody would be present to speak in favor. Special interest and advocacy groups have used organizing and protest methods throughout modern political history, both before the dawn of the internet, and to much more amplified and shrill effect in the era of social media. What was new here was use of the internet itself, and the speed and connectivity it provided. A good example of how our opponents worked occurred in the California legislature. Legislative sponsors of the resolution contacted LaVarr Webb and said they were taking “incoming” from opponents. They asked for someone to come speak affirmatively about the resolution. LaVarr agreed and flew to Sacramento for the hearing. “There's no question that this movement has slowed us down.” In a news article on April 2, 1995, The Salt Lake Tribune ran a story by Laurie Sullivan, (who would join my administration two years later), capturing what occurred in California and the tactics being deployed across the United States. Her account: In January, it seemed nothing could stop the steamroller Gov. Mike Leavitt, and his states’ rights soul mates were driving toward a historic Conference of States this fall in Philadelphia. Legislatures in a dozen states quickly enacted promises to attend. Support virtually was unanimous among the 50 governors. And the bright young Westerners pitching the new federalism watched their stars glow hot in the political firmament. Leavitt policy boss LaVarr Webb traveled to Sacramento in March to help guide California’s formal “Resolution of Participation” to passage. There, in a legislative committee room, Webb stared down dozens of angry conservatives worried about undermining the Constitution. The California lawmakers killed the resolution. Webb blinked, and for the first time so did the Conference of States... ... “There’s no question that this movement has slowed us down,” Leavitt said. “What they have done is made it rather painful for people in some states to support this because they’ll have 50 faxes come to their desk on a given day.” Better yet, they will show up in person, said Birch writer and researcher Don Fotheringham of Las Vegas, who has dogged conference advocates from state to state as a witness at legislative hearings. Since the group became aware of the conference’s formalizing procedures, Birch followers have packed hearings in 10 states. All 10 subsequently rejected the resolutions of participation. What’s more, Fotheringham predicts that conference organizers never will get resolutions passed by 26 states. By the spring of 1995, as legislative sessions were drawing to a close, the Conference of States resolution had been approved by both chambers of the legislatures in fourteen states, and another eighteen had seen passage in one chamber. Most of that progress occurred in the first three months of the year. Then suddenly, our momentum was gone. The fact that we were derailed so easily by a smattering of groups demonstrated how thin the support and understanding of the concept was among state legislators. At the smallest barrage of opposition, legislators folded. Apparently, the issue mattered so little to them that they had no will to stand up for their position against any organized opposition. Our mistake, though, was our top-down approach. It meant we had not organized deeply enough, and legislators had no defenders. The legislative wrangling over federalism was winding down just as partisan debate on devolution issues in Congress started to rage in Washington, D.C. Legislators, most of whom are part-time, went back to their homes and full-time livelihoods. Governors had states to run. And we had no formal organization or entity to take on the Conference of States plan. The movement had been relying on an assemblage of supporting organizations. The Conference of the States did not have a bank account, an executive director, or even an office. It was an idea. We were simply un-provisioned to engage in the long-term education and debate required to overcome that weakness. It was a disappointment for me. I had put a lot of time, energy, and political capital on the line, and we were being stopped by arguments that were simply untrue—and loaded with irony. Ironic, in that the largest far-right group opposing us was united by fear of a runaway government. Still, they became resolved to defeat a worthwhile movement that sought to corral the oversized federal government and move power closer to home within state and local governments. We were the best allied force they would ever have. We were tempted, and confident, that we could overcome the opposition with time and continued effort. But I had to make some time-priority choices. As chair of the Republican Governors Association, I had a central role in the legislation to devolve power to the states on welfare and Medicaid. Likewise, I was chair of the Western Governors’ Association and had accepted a seat on the executive committee of NGA. Plus, I had a state to run. Ultimately, the leaders of the five organizations of state officials decided to hold a federalism summit in Cincinnati, Ohio from October 22–25, 1995, the dates we had already reserved for the Conference of the States. We tried to put a good face on it by publishing a monograph related to the future of federalism, but the reality is, we had tried but failed to unite the states in the way we had imagined. Failure is a great teacher, and good often comes from experience, even when we don’t succeed. I look back on the entire process and have to say some very good things came from it. I formed relationships in every state, with every governor, and most of the state legislative leaders in the country. I have often laughed to myself about how valuable those would have been to somebody like Bob Dole, who was running for president in 1996. I had built an ideological following of friends and co-believers. Perhaps the most important observation is the contribution the Conference of the States had in creating the tone at Williamsburg and nudging the Republican agenda toward what became devolution. I remain of the view that our national government will not be constrained unless there is structural shift of power to states. Having said that, I am pleased with the progress I made in contributing to the next chapter of federalism. Welfare and Medicaid Reform Take Center Stage As the Conference of States saga was playing out in early 1995, round one of welfare reform was also under way and heating up. The dynamics were complicated. House Speaker Newt Gingrich and Senate Majority Leader Bob Dole had invited the governors to be at the table, but congressional committee leaders, while willing to listen, jealously guarded control of the reform bill as their product and prerogative. “Shouldn’t we be talking to the Democrat governors? Sooner or later we’re going to need them.” I had started working on Medicaid reform while contributing to the welfare bill where I could. I was not only doubtful but astonished that my colleague Republicans thought they could make their bill law. Given that congressional Democrats and the Clinton White House had been essentially excluded from meaningfully participating in creation of the bill, a veto seemed certain. The maneuvering ensued with a number of showdowns and skirmishes. In the end, the congressional majority leadership tried to pressure Clinton to sign the GOP bill by withholding their support for a budget bill funding the government. On November 13, 1995, Clinton coolly vetoed the budget bill, resulting in a shutdown of the federal government the next day. Both parties blamed the other side, but the public sided with the president, and Republican congressional leadership caved. Then, after some pushing and pulling, Republicans passed essentially the same bill and on December 6, 1995, Clinton vetoed it again. This time he also vetoed an omnibus package of bills that included the Republican welfare bill. My skepticism was totally validated. My party had overreached, and the nascent Republican revolution was on its heels. Republican leaders licked their wounds and, with the government operating again, began to organize another charge up the hill. During the middle of that effort, the short-term appropriation that had temporarily gotten the government operating again ran out, and the government was shut down a second time. From left: Governor Bill Weld (MA), Newt Gingrich, Mike Leavitt, Bob Dole. Republican Governors meeting, Capitol Hill, 1995 If one read media accounts of this drama, they would likely draw the conclusion this was about differences in policy on work requirements and other provisions of the bill. I don’t think it was. There were plenty of ways to bridge their differences. The Democrats just wanted to be included in a real process in the same way Republicans want to be included when the Democrats are in control. My point is illustrated by a news conference that congressional leadership asked me to participate in on December 21, 1995, as they prepared to pass yet another version of their bill. Ron Haskins’ Work over Welfare described it this way: Following House passage of the bill, [House Ways and Means Committee Chairman Bill] Archer and [Florida Rep. Clay] Shaw sponsored a press conference with governors John Engler, Tommy Thompson and Mike Leavitt of Utah to emphasize the decisive House action on the conference report and to pressure the Senate to pass the bill and Clinton to sign it. Held in the handsome and cozy Ways and Means Room H-137 on the first floor of the Capitol Building, the press conference was well attended, with all the members and governors speaking with obvious emotion. As part of the press conference, the governor released a letter to the president, signed by every Republican governor, urging him to sign the welfare reform bill. Clinton was now publicly promising to veto the bill, but there was still doubt about the Senate vote. Nor was the governor letter as effective as it would have been if even one or two Democratic governors had signed. Without signatures from Democratic governors, the letter could not be expected to put much pressure on Clinton to sign the bill.(11) The next day, on December 22, 1995, the Senate passed the bill. On January 9, 1996, Bill Clinton vetoed it again. Finally, Bipartisanship During the Williamsburg RGA Conference when we were huddling with congressional leaders, I had asked the question—shouldn’t we be talking to the Democrats? It was as if I had spoken heresy. Republicans had won the election; we were going to be in control of the committees and the process. I felt a little embarrassment. I’d never been in Congress; I felt lucky to be part of the process; and I concluded to not bring it up again, even though it seemed absurd that we could pass sweeping welfare reform and fundamentally change Medicaid on a partisan basis while Bill Clinton was president of the United States. In a more comfortable setting with my colleague governors, I asked the question again, “Shouldn’t we be talking to the Democrat governors? Sooner or later we’re going to need them.” Another governor said, “Republican leadership simply doesn’t want to talk to any Democrats; it’s their turn.” The election of 1994 was the first power transition I watched from the inside. I have now witnessed changes of power numerous times: 1993, 1995, 1998, 2000, 2006, 2010, 2016, 2018. This distorted thought that we will now get what we want happens with such consistency I’ve come to accept it as a given. A party out of power when returned to power will always overreach. Prussian General Carl von Clausewitz is well known for his adage that war is the continuation of politics by other means. I’ve come to believe one can reverse the phrase and it still remains true. Politics is war by other means. Clausewitz taught that war is fought not just to prevail in one’s objectives but also to render the adversary incapable of resisting. “War therefore is an act of violence intended to compel our opponent to fulfill our will,” he said. In other words, if either side believes that it has a sustainable advantage, there is no incentive to settling for less than everything. The distortion warring political parties suffer is the thought they have a sustainable advantage. They view their majority as a permanent condition. Only when they begin to feel their vulnerability will they begin to consider the obvious value of compromise. “My greatest regret was that the chance to deeply reform welfare comes perhaps once in a generation.” Democrats had to demonstrate they could defeat the Republicans before the GOP would bring them to the welfare reform table. And beat them, they did. Haskins described the Republican state of mind: “Now welfare, the debt ceiling, two continued resolutions, and reconciliation—some of the most important legislation produced by Congress in decades—had been vetoed. Our agenda had been smashed. The Republican revolution was floundering.” Congressional staffers like Ron Haskins were demoralized by the checkmate after working frenetically for weeks on end. “My greatest regret was that the chance to deeply reform welfare comes perhaps once in a generation,” he wrote. “Attempts to reform welfare in the Nixon, Carter, and even under Reagan provided at least a start on conservative welfare reform built around work. If our bill had now joined that parade of failure, it would likely be many years or even decades before an opening for fundamental reformed appeared again.”(12) The Governors’ Time to Play I knew the governors could play a big role in reforming the welfare and Medicaid system. Not only did we know the programs intimately, we could also become an island of bipartisanship. Yes, there were ideological differences among us, but we were all dealing with common problems in our states. The scenario had also finally ripened to the point that governors could, if they would, create an environment for progress. The story behind the bipartisan governors’ agreement is an important one. Once the bill had been vetoed by President Clinton for the second time, those of us who had been leading both the welfare and Medicaid reform efforts on behalf of all the governors concluded the only way to get the discussion back on track was the emergence of a bipartisan agreement among the governors. In Congress, Republican and Democrat members had become warring tribal interests. I was flying to Washington, D.C., on a regular basis by now, as well as to governors association trips to various cities. All told, I made more than one hundred trips. A group of six governors—three Republican, three Democrat, and all leaders in the National Governors Association—began meeting in Washington, D.C., with a bipartisan bill as an objective. The Republicans were Tommy Thompson of Wisconsin, now chair of the NGA; John Engler, who had been lead governor on welfare reform for the Republican Governors Association; and me. Though I was no longer chair of the RGA, I had assumed the lead role on Medicaid for both NGA and RGA and was a member of the NGA Executive Committee. I had been there from the beginning of the welfare and Medicaid discussions, and as RGA Chair had managed many of the relationships and discussions—especially on Medicaid. The Democrat governors included Roy Romer of Colorado, who was the dean of the Democrat governors; Bob Miller of Nevada, the vice chair of NGA; and the governor of Florida, Lawton Chiles, who served for many years in the U.S. Senate. Howard Dean of Vermont would occasionally participate, as would Tom Carper of Delaware.(13) Our discussions started shortly after the first Clinton veto. I made repeated trips to Washington, D.C., between December 1995 and February 1996, most of them directly related to these talks. Our objective was to come up with bills reforming welfare and Medicaid that could be supported by both Republican and Democrat governors. The mid-year NGA meeting would be held in Washington the first week of February, and we wanted to make it public then. From left: Mike Leavitt, Al Gore, President Bill Clinton. Meeting of the governors at the White House in February 1999. We did not keep track of the number of hours that group spent in a room together. There is wide agreement among those who participated that it was more than one hundred hours, not counting staff hours in between meetings, conference calls, or one-on-one sessions. Most of the meetings took place in conference rooms at the Hall of States, the building where NGA is headquartered and many of the states have offices. The meetings were attended routinely by our respective state Medicaid and welfare staffers and the directors of our Washington offices. For me, that meant Joanne Neumann was there all the time, alongside Mary Kay Mantho and LeAnne Redick, Governor Engler’s Washington leads on Medicaid and welfare. The NGA staff also assisted. Rod Betit who ran the Utah Department of Health (Medicaid), and Robin Arnold Williams, who ran the Department of Social Services, were regularly called on for technical assistance. A volume could be written around the relationships, dynamics, and complexity of that negotiation. There was no chair or clear leader. Six to eight governors sitting in a room without windows for hours on end, working to develop what turned out to be a four-page, double-spaced document spelling out the details of our agreement. The discussions were not secret. Both the White House and congressional leaders knew what was happening. But they were consumed by their own efforts. Whenever we would break, individual governors could be seen slipping into corners of the office where they could call either congressional offices or the White House. In some ways, the governors were carrying on a “Track II” negotiation because Track l on Capitol Hill was failing. I remember the negotiations as an endurance test. But relationships were preserved. In fact, they were enhanced. At times there was friction, but I have no memory of anger. The experience built a closeness among the group that has lasted over many years. And we finally reached an agreement in a long session just before the start of the NGA meetings at the JW Marriott Washington hotel on February 5, 1996. In a chapter titled: “The Governors Revive The Revolution,” Ron Haskins described the development this way: “As Republicans mulled over the Senate strategy, a deus ex machina appeared in the form of the nation’s governors. The National Governors Association meets every winter in the nation’s capital. . . . it was no surprise that the governors would attempt to revive the welfare debate.” “A bipartisan agreement among the governors would bring welfare reform back to life in grand style,” he continued.(14) On February 6, we had a bipartisan agreement on welfare reform and Medicaid endorsed by every Democrat governor. Within days factions on the left and right had armed themselves. The “governors’ bill,” as it became known, included some significant changes in Medicaid, most of which you could put in the category of flexibility for states in the populations they desired to cover. The biggest change was that the bill provided a block grant to the states—ending the entitlement nature of the bill. It meant states would have to prioritize who they wanted to help. But it would provide both the federal government and the states a sense of certainty in budgeting. All of us knew this would need to include a funding formula to decide how much money each state would receive. Earlier in the process, while managing the RGA Medicaid process, I tried to develop a formula. It’s as close as I have ever come to declaring an assignment like that as a fool’s errand. There are winners and losers, and even the most ardent supporter will bail unless the formula treats them well. So, there were plenty of critics of the product we developed, but we had revived the process, and it was clear that Congress needed us to keep the bipartisan momentum rolling. As long as we could keep the Democratic governors on board, it would be very difficult for Bill Clinton to veto the bill again. Within two weeks, the House of Representatives had started hearings on the governors’ bill. There were moments of tension and partisanship, but these were much less contentious than the preceding partisan hearings. The Senate Finance Committee had six hearings, with additional hearings held on the welfare-specific portion of the bill. Haskins recounted a critical moment in the development of the bill. A draft bill had been readied by the week of March 5, 1996, as hearings were still under way. On March 26, Haskins and key congressional staff colleagues arranged a conference call with Speaker Gingrich; Rep. Clay Shaw of Ways and Means; House Commerce Committee Chair Tom Bliley; Senate Finance Committee Chair William Roth; and with myself; Governor Thompson; a few congressional staffers; and several staff members representing governors. “The plan we had worked out before the phone call was to introduce the bill on Friday, March 29, and to announce the introduction with a big press event featuring both members of Congress and governors. But it developed during the phone call that Medicaid was a big problem and that the Democratic governors and Republican governors were not in agreement.”(15) However, I knew there were going to be problems getting from the four-page outline to the granular language of a bill, and on that call things started to fall apart. Crossing the Finish Line April and May became weeks of legislative sausage-making with constant small crises popping up every week. However, two significant issues began to emerge. It had become clear that Senator Bob Dole would be the Republican nominee for president. His campaign began to agitate around the ramifications of passing a welfare reform bill a third time, giving Clinton an opportunity to veto it yet again. Another veto seemed like a bad idea to them. Each time that Clinton previously vetoed the welfare bill, his political position improved, therefore making it harder for Dole to win. So, had Dole remained as majority leader in the Senate, he could have stopped the bill from passing. However, the problem was resolved when Dole resigned from the Senate to pursue his campaign full time. The new leadership in the House and Senate committees concluded to move forward with the welfare bill. The second issue was a major question for me and the other governors. Should Medicaid reform be dropped from the bill? The complexities were becoming more and more problematic. Eventually, Congressman Dave Camp of Michigan and Senator John Ensign of Nevada approached us, saying it looked increasingly likely that we would have to drop the Medicaid reforms from our bill. I visited both Camp and Ensign, pressing for more time. What became evident to me was that key members in both the House and Senate had been talking about this for a few weeks but nobody wanted to bring it up with the governors. Part of the dynamic in Congress is the jurisdictional competition. The welfare bill was going through the Ways and Means Committee while the Medicaid bill was being managed by the Commerce Committee. I also began hearing from Commerce Committee staff that momentum was shifting toward jettisoning Medicaid. Then the Senate Finance Committee marked up their bill, leaving Medicaid out, and it seemed as if the die was cast. My colleagues and I become increasingly concerned and, candidly, rather put out. It wasn’t just that they were throwing Medicaid overboard; they were not being open with us about it. Finally, several governors had a conference call on July 9 with Speaker Gingrich; Reps. Shaw, Archer, and Bliley; and Senators Roth and Lott. Gingrich offered the bottom line. “We can get welfare over the line. We can’t get them both, so we’re going to drop Medicaid.” By that time, though disappointed, I could understand the rationale for the choice, and I voiced my understanding. One thing that made my decision easier is that President Clinton had said he would veto the bill if Medicaid was included. The NGA conference that year was in San Juan, Puerto Rico, and started on July 14. By the time we got there, the governors were angry, particularly at several provisions that had been put in the bill late. It didn’t feel like the spirit of the partnership was carrying over. An effort was made to find a jet so that a group of us could fly to Fort Lauderdale, Florida, to meet with Rep. Shaw. The logistics didn’t work, so an alternate play was hatched. Governor Engler’s welfare staffer LeAnne Redick and I would leave NGA and fly to Washington, D.C., for a meeting with Shaw. My job was to leave a clear message of discontent—and then to see if we could work out a list of remaining issues. Haskins was a participant in the meeting, which became testy. While I recall the trip and the meeting, I do not have detailed notes so I’ll rely on his recollection. 1. Mike Leavitt speaking about federalism at the Environmental Council of the States 2. Mike Leavitt and Governor Ben Nelson of Nebraska at Western Governor’s Meeting in 1994 3. Newt Gingrich and various members of the Republican caucus proposing their 1994 Contract with America 4. Bill Clinton, Mike Leavitt and Jackie at the NGA mid-year meeting in Washington, D.C., in 2000 The meeting got off to a disastrous start. After an exchange of pleasantries, which lasted about five seconds, Leavitt, in a direct and almost heated fashion, told Shaw that he was speaking for all the Republican governors, who were ready to go public denouncing the bill. Shaw sat quietly looking at Leavitt as he delivered his disquisition. When he finished, Shaw responded in an intense but fully controlled voice. The first thing he said was that Leavitt had gotten the meeting off to the “worst possible start.” So we were going to start over and begin with history. Shaw said that he had personally worked with the governors since 1993, that he had carried their water in every hearing and meeting, that we had shared drafts of legislation with them sooner than we did with our own members, and that he had taken every phone call from and accepted every request to meet with governors and to address their meetings in Washington. He had even completely changed his schedule for the last three days so he could accommodate the governors’ request for yet another meeting. Given this background, it was too late for the governors to desert the process now. No governor was going to go public and denounce the bill we had created together. On the contrary, the purpose of this meeting, as of so many previous meetings with the governors, was to figure out ways that Shaw could help address these concerns. Leavitt seemed to be taken aback by the intensity of Shaw’s response. He immediately said that Shaw had misinterpreted him, and that he had come to Shaw’s office from Puerto Rico specifically to work things out. Leavitt then did a very wise thing—he suggested we talk about the specific issues that concerned the governors. He had come with the list prepared by LeAnne. Because LeAnne and I had been talking so much, our lists were very similar. We worked our way through his list, and Shaw, calling on one of his greatest assets as lawmaker, showed sympathy for all the concerns raised by Leavitt. On most, as I repeatedly assured LeAnne, Shaw actually agreed with the governors and on many he felt we could achieve at least part of what the governors wanted during the House Senate conference.(16) I worked the rest of the morning with members of the Senate Finance Committee and staff working through a similar list. My final meeting of the day entailed working out some technical issues related to the transfer of funds for the new welfare block grants and Medicaid coverage for children on welfare. From there, I returned to the airport and flew back to Puerto Rico where I could report to the other governors on the progress made. There were still wrinkles in the welfare bill and some drama over the next two weeks, but the bill passed the House 256 to 170. The Senate passed a similar bill five days later by a vote of 74 to 24. It now had to go to the conference committee to have differences in the two versions reconciled, pass again through both houses, and then get the signature of the president of the United States. Over the next month, the conference committee process played out. It was combative and granular— more sausage-making. In the end, final passage came in votes of 328 to 101 in the House and 78 to 21 in the Senate. On August 22, 1996, President Clinton signed the welfare reform legislation into law, setting off what Haskins called “a revolution in American social policy.” It replaced the old Aid to Families with Dependent Children (AFDC) entitlement program with the Temporary Assistance for Needy Families (TANF) block grant, giving states more flexibility to administer welfare, and it is widely considered one of the most effective pieces of government reform in the past half century. Ironically, ten years later, I was secretary of the U.S. Department of Health and Human Services when TANF was reauthorized for the first time. I proudly told the story of how the act was passed, collaboratively and on a bipartisan basis with the full support of governors in both parties. Summary Conclusion This chapter of my history recounts events that led me to become an advocate of federalism and the commitment I made as a candidate for governor to pursue rebalancing the power and influence of our country’s national and state governments. It describes experiences and lessons that came while at the epicenter of national politics and policy making. Like many aspects of life, the outcome was not exactly what I aspired it to be. However, good almost always comes from the active pursuit of a noble purpose, and that is the case here. I kept my commitment to be an activist in restoring balance to our system of government. We changed the way the government assists those in need. I grew in experience, knowledge, and prominence. I became a better leader. I hope my family and others reading this chapter will internalize an important lesson: Do not be afraid to take on big problems. Develop a plan and start. Some things work, some do not. When events occur that require a pivot, recalibrate the plan and move forward. The important thing is to choose noble pursuits, operate honorably, seek to understand the point of view others hold, and keep moving forward. Footnotes: 1. Ron Haskins, Work over Welfare, Brookings Institution, 2006, p.95 2. Haskins, Work over Welfare, p.95 3. Robert Pear, “Shifting of Power from Washington is seen under Bush.” The New York Times, 7 January 2001, https://www.nytimes.com/2001/01/07/us/shifting-of-power-from-washington-is-seen-under-bush.html 4. “State-Federal Relationships,” C-SPAN, 6 December 1994, https://www.c-span.org/video/?61993-1/state-federal-relationships 5. Haskins, Work over Welfare, 7. 6. Wisconsin Historical Society, “Governor Tommy Thompson and Welfare Reform: Wisconsin Works, BadgerCare, Pathways to Independence.” Wisconsinhistory.org, https://www.wisconsinhistory.org/Records/Article/CS331 6. Wisconsin Historical Society, “Governor Tommy Thompson and Welfare Reform: Wisconsin Works, BadgerCare, Pathways to Independence.” Wisconsinhistory.org, https://www.wi 7. “John Engler, Welfare Maverick,” The New York Times, 21 March 1996. https://www.nytimes.com/1996/03/21/opinion/john-engler-welfare-maverick.html# 8. Haskins, 95–96 9. David S. Broder, “Federalism in a State of Ferment,” Washington Post, 11 December 1994. https://www.proquest.com/docview/757197308/fulltextPDF/2707CE708BFD432CPQ/1?accountid189667 10. Don Fotheringham, “Con-Con Call: Beware Mike Leavitt’s ‘Conference of the States,’” New American, March 6, 1995, https://thenewamerican.com/con-con-call/ 11. Haskins, 260 12. Haskins, 268 13. While Engler and Thompson were driving welfare, I had concentrated on Medicaid. My primary congressional partners had been Howard Cohen, staff director of the House Commerce Committee; Bill Hoagland, chief of staff to Senate Budget Committee Chair Pete Domenici; and Dennis Smith, a lead staffer on the Senate Finance Committee. 14.Haskins, 270 15. Haskins, 278 16. Haskins, 307–308

Late on the evening of February 24, 2002, I stood with three of my children in the crystalline air of a Salt Lake City winter, high in the southwest corner of Rice-Eccles Stadium, for the closing ceremonies of the 2002 Winter Olympic Games. The Olympic flame whipped orange hot above the icicle-shaped, glass-and-steel cauldron at the south end of the stadium. On the foothills to the northeast, the five giant white Olympic rings placed mountainside above the city electrified the darkness as if they hovered in the air. The Utah Symphony played and the Tabernacle Choir at Temple Square sang, interspersed with rock bands and musical acts ranging from Kiss and Bon Jovi to Willie Nelson and Gloria Estefan. Down on the field, hundreds of brightly costumed pageant participants danced and skated to the music, including 780 children in Eskimo parkas carrying lanterns. The millions of television viewers around the world could not have possibly felt the overload of senses experienced by the 45,000 people in the stadium, who were on their feet for a fireworks finale like no other. A pyrotechnic barrage erupted from eleven launch sites at canyon entrances and other sites across the city—ten thousand shells in a million-dollar display that lit up the night sky and reverberated across the Salt Lake Valley. At the end, International Olympic Committee President Jacques Rogge declared the games “unforgettable and inspiring.” “People of America, Utah, and Salt Lake City, you have given the world superb games,” he intoned. The New York Times summed it up: “After 17 days, 234 medals and all the theater and human majesty in between, Utah bade farewell to the sporting event it wanted so desperately. The state and its people were rewarded with a reinvigoration of the Winter Games—and by a closing ceremony collage of colors, music and harmony.”(1) A man three rows in front of us lifted his arms to the heavens and screamed, “Utah! Utah! Utah!” giving voice to a universal sense of pride, satisfaction, and relief every citizen of Utah felt that night. He turned and noticed me. Perhaps a bit embarrassed by the spontaneity of his shouts, he said, “Governor, I was against having the Olympics here—and I was wrong. I am so proud of our state.” That moment marked for me the culmination of years of intensity. The Olympics had finally come here, the result of great vision, civic commitment, risk and reward, success and failure, pride, and humility. They had come just five months after the terrorist attacks of 9/11, requiring a higher level of security than ever before provided for the games. And they had been executed, for seventeen days, nearly flawlessly. “An American renaissance for the Winter Games,” as The New York Times put it. Because others have also written histories of the games, I will not attempt to write a comprehensive history, but rather describe the Olympics from my perspective. Like standing in the corner of the stadium on the final night, I had the privilege to see this monumental event up close in an unvarnished way. I share in the successes of the games, but I also own part of the mistakes and lessons that need to be learned from the experience. Early 2002 Winter Olympic Dreams The Olympics were a defining moment not only for the state of Utah but also for my service. If the Olympic Games were a failure, no other good work on my part as governor could have removed the historic shadow of it—which is symptomatic of the role governors play. They get more credit than they deserve when things go well; likewise, history assigns disproportionate blame when things go poorly. So, for me, as governor of Utah during the 2002 Olympic Games, the stakes were high. The Utah Olympic story began before my time, when Utah boldly attempted to become the United States Olympic Committee’s bid city in the 1960s. It was, for the most part, an attempt to put Utah’s nascent ski industry on the map. While the effort was not a success, it planted a seed that would regenerate later. Then in 1972, Denver rejected the award as U.S. candidate city for the 1976 Winter Olympics and withdrew from the process. Salt Lake City and the Salt Lake Chamber of Commerce briefly entertained stepping into the opportunity vacuum created by the withdrawal. That effort also proved unsuccessful but again made the Olympic community aware of Utah. In 1984, the Salt Lake Chamber of Commerce revived the idea of bidding for the 1992 Winter Olympics. Governor Scott Matheson and Ted Wilson, the mayor of Salt Lake City, developed a bid committee. Tom Welch, general counsel of the Smith’s Food and Drug regional supermarket chain, was asked to chair the committee. Winning an Olympic bid in the U.S. is a two-step process: a city must first win the right from the United States Olympic Committee (USOC) to represent the United States, and then, once the U.S. nomination is secured, the American candidate competes with various countries for selection by the International Olympic Committee (IOC) to host the games. Once again, Utah’s efforts to host the 1992 games were unsuccessful, and Alaska was awarded the U.S. nomination. At the time, I was merely aware of these efforts, as I had not been involved in any of them personally. However, that soon changed when I began to enter into the political realm. During the 1989 legislative session, Utah’s Olympic bid committee, led now by Tom Welch and Dave Johnson, determined once again to seek the U.S. nomination. However, this time, they had a bold new approach: they proposed to the United States Olympic Committee that they would build new Olympic-quality facilities in advance of getting the hosting bid if the USOC would make Salt Lake the nominee city for the 1998 games and, if unsuccessful that year, the 2002 games. “What if Utah doesn't win the 1998 or 2002 Bids?” It was a brilliant idea, and I’m confident this was the brainchild of bid chairman Tom Welch. Tom had emerged as a major player in Utah business circles. He was smart, bold, and rumored to have political ambitions. His wife Alma was stylish and flamboyant. They lived in a magnificent east bench home that had been built by Blaine Huntsman as a twin to the home his brother Jon Huntsman Sr. had built at the same time. Legislative Action The package for the facilities was estimated at $56 million, and the only way it could be built was if the legislature agreed to underwrite bonds. Knowing that it would be virtually impossible to get a conservative legislature to use debt that way, the bid committee agreed that if the state built the facilities and Utah won the games, the entire $56 million would be paid back out of Olympic funds. The legislature was skeptical. So, the bid committee pivoted to put the measure on the ballot during the municipal elections in November 1989. A statewide ballot referendum proposed diverting 1/32nd of a cent in existing sales tax revenues to pay for the facilities. The vote was not binding, but the legislature had agreed to follow the wishes of the people. The Salt Lake Winter Games Organizing Committee was confident that the people of Utah would embrace the opportunity.(2) By that point in time, not much happened in Utah elections that I wasn’t involved in, and the 1988 election season had been a rigorous one for me. I led a statewide campaign to oppose a tax initiative that was on the ballot and also became very heavily involved in Governor Norm Bangerter and Senator Orrin Hatch’s reelection campaigns. I was burned out and in need of relief. My family duties and business responsibilities were also in need of focused attention. So, when the bid committee asked me to lead the effort, I declined. However, I agreed to help them informally, and that process introduced me to the arguments for and against having the Olympic Games in Utah. A group called Utahns for Responsible Public Spending opposed the Olympic bid, arguing it was a monumental gamble with public funds that would result in a tax increase for Utahns if the games did not make money. The organization, as best I could tell, was almost entirely the alter ego of activist Steve Pace, a very bright guy who, as I recall, had economics training and may have even taught at the University of Utah. He seemed to relish playing the antagonist role, always dressing casually, almost deliberately sloppily, with bushy hair and a mustache, both unkempt. He co-chaired the group with a man named Alexis Kelner. I’m confident that Steve Pace sincerely believed his position, but even after his concerns had been demonstrated to be unfounded, he stayed in character. His anti-Olympic profile endured throughout the Olympic process and for years afterward. To this day, if local or international media need an anti-Olympic voice, Steve’s the man. He is like a bit character who found a character niche, enjoyed the work, and just stayed at it. The primary question critics regularly asked was about risk: “What if Utah doesn’t win the 1998 or 2002 bids? Where will we get the money back to pay for the facilities?” Proponents replied that the sale of worldwide television broadcast rights would generate additional money back to the state and municipalities. And Utah would become a winter sports capital, with Olympic facilities that could be used for athlete training and a myriad of large sporting events. An economic study showed the facilities would make Utah the best place in America to hold winter sport competitions, as well as attract additional economic activity. The tourism dollars associated with these events, and the attention Utah’s ski industry would get, would pay for the bonds. On election night in November 1989, the Olympic facilities measure prevailed, winning 57 percent of the vote to 43 percent.(3) With that victory, the Utah bid for the Olympic games was legitimized. And the USOC in turn agreed to make Utah its nominee for both the 1998 and 2002 games. The Bid Process The worldwide governing body of the Olympics is the International Olympic Committee (IOC) headquartered in Lausanne, Switzerland. The IOC is a private organization that has developed and legally protected virtually every vestige of a brand we call The Olympics. At the root of the Olympic movement are some powerful and noble values, and the IOC describes Olympism as “a philosophy of life, exalting and combining in a balanced whole the qualities of body, will and mind.”(4) The Olympic movement celebrates and attempts to symbolize friendship, respect, and excellence. I believe noble values are promoted and successfully imparted by the Olympic movement. But human nature nearly always takes over in situations where money, prestige, and power are abundant. The politics get thick, and the scent of ambition and greed becomes palpable. Despite that, most of the IOC members I met and interacted with wanted to do good. They also wanted to be treated good—and believe me, they were. Members of the International Olympic Committee are elected by national Olympic committees, which are also private organizations with complicated politics of their own. None of them have government involvement. Typically, members of the IOC are royalty, accomplished former Olympic athletes, or leaders of various athletic federations that oversee specific sports. The number seems to vary from year to year, but generally there are about one hundred IOC members. Cities bid to host the summer or winter games by first becoming their country’s nominee and then competing with the nominees from other nations. The bid process generally starts twelve years before that bid’s games begin, and then about five years after starting the process, the games are awarded. Consequently, the bid cycles for multiple Olympic games are happening in parallel processes. Typically, four to seven cities are in competition to host each Olympic year. If there are four bid processes going on at any given moment and an average of five cities in each, there are twenty cities someplace in the world that are aggressively courting the same one hundred people. The word fierce does not adequately describe the intensity of the competition to win a majority of those one hundred IOC votes, and ultimately the Olympic bid. My experience in presidential elections has acquainted me with the fervor of high stakes competition, but the Olympic selection processes have a unique blood-sport quality all their own. It’s an elixir with special ingredients: national pride, billions of dollars, and fame. Because of the bid scandal that erupted around the Salt Lake City bid, which I detail later in this chapter, the IOC has put a much more disciplined set of rules around the bidding process. However, until it did, just envision being a member of a club where you could travel free of charge to any of twenty cities around the world and be coddled and feted like an elite celebrity—or like the royalty that many of them were. It was an atmosphere of entitlement in the extreme, unrestrained by any public scrutiny. The 1998 Bid Utah’s preparation for the 1998 bid competition was much more sophisticated than previous efforts. However, competition was intense with five serious contenders: Nagano, Japan; Östersund, Sweden; Jaca, Spain; Sochi, Russia; and Aosta, Italy. Not long after Utah got the USOC nod for the Winter games, the IOC selected the host city for the 1996 Summer Olympics, and to everyone’s surprise, Atlanta was chosen. This significantly impaired Utah’s chances for 1998 because of world resistance to awarding sequential games to two American cities. However, the Utah bid committee soldiered on. It became evident that the competition was between Salt Lake City and Nagano, Japan. This competition demonstrated one dynamic that disadvantaged Utah as a bidder: most of the countries made their bids a national effort, and bid cities received substantial support from their national governments. Often the country’s head of state would be involved directly. In Salt Lake’s case, it was essentially just the state of Utah. Japan’s national government was resolved not to lose the bid because they saw it as a matter of national honor. Consequently, they were extremely aggressive. Time magazine later characterized their actions this way: Competition between the two cities was so intense that the Japanese press dubbed it the yen-dollar war. Salt Lake City had superior facilities, more convenient venues—and better snow. But Nagano outgunned them. Fumes Kim Warren, an international-relations coordinator for the Salt Lake Olympic Bid Committee: We were giving out saltwater taffy and cowboy hats, and they were giving out computers. IOC members who came to inspect Nagano were put up in ritzy hot-spring resorts, where they washed down expensive sushi with sake poured by kimono-clad geisha. They went home laden with souvenir gifts and expensive paintings.(5) Yet another unique characteristic of the Olympic bid process is the way the voting occurs. In each successive round of voting, the city with the lowest vote is eliminated. IOC members engage in strategic voting, often committing to different cities in different rounds as a means of staying relevant with all the candidate cities. This structure always seemed suspicious to me. The complexity of the system is demonstrated by the voting results on bid day, June 15, 1991. Salt Lake City was nearly eliminated on the first vote. Then on the second round it received the top vote. The third and fourth ballots also demonstrated how fluid the votes were. Finally, on the fifth vote, it was down to Nagano and Salt Lake City. I remember the bid day explicitly. I was at home in Salt Lake and my family had been monitoring the progression of the bid. I was mowing the backyard lawn when one of the kids ran out to tell me that the final results were about to be announced. We huddled around the television, anxiously awaiting the announcement. When the chair of the IOC announced Nagano won the final vote forty-six to forty-two, it was like the entire state deflated several notches. Even at that time, many believed Japan had overcome a technically inferior bid by buying their way through the process. Though many suspect Japan overspent for the bid—perhaps as much as $66 million—we can’t know for sure.(6) Japan later acknowledged that they immediately burned the records of their bid to assure that the conduct of no IOC member could be questioned. Though at the time no one was aware of corruption, this was only a hint of what was about to come to light. Around this same time in June 1991, I had begun to seriously think about running for governor. Thus, the loss of the Olympics had a direct implication for me. I knew from the moment of the announcement that the question of Utah bidding again would become a significant issue in the 1992 election. And indeed it was. Merrill Cook, the Independent candidate, took a strong position against the Olympics. One of his most memorable political ads appeared to show Merrill—a large, rather rotund man—figure skating. I, however, maintained a position of strong support. Utah’s Head of State There was little question that the Salt Lake Olympic Bid Committee would be back to bid again after their defeat on the 1998 games. By the time I was elected in November 1992 the campaign effort had been reignited and recalibrated for June 1995, when the 2002 games would be awarded. Even though Utah was representing the United States, we were pretty much on our own when it came to the bid. No senior federal officer was going to become involved. Consequently, as governor, even though I was not a member of the bid committee, it was important that I be available to represent the state of Utah. IOC members needed to know that Utah supported the bid at the highest level. So, as the bid committee brought IOC delegates to Utah, it was expected that I would greet them at my office in the Capitol, and possibly other settings. We would chat, take pictures, and impart diplomatic gifts. I’m not sure how many such meetings like this I did, but it had to be close to one hundred in number. While in Utah, IOC members wined and dined with extravagance and were shown every possible courtesy. The bid committee paid for IOC members’ travel to and from Utah, and every expense was covered while they were here. The IOC members left with nice gifts, many of which were presented in my office. Some members, particularly those from undeveloped nations, were provided with health care. The bid committee kept a file on each IOC member with information about their interests, family members, and information related to current inclinations. All four other candidate cities were doing the same thing. This bid process unofficially seemed to be a three-part tournament: technical grounds (who could put on the best games); interpersonal relationships (who could make the most friends); and politics (favoritism toward various regions). Again, it is important to underscore that the IOC members were being courted all the time by numerous winter and summer candidate cities, all of whom were willing to do whatever it took to leave a lasting impression and create strong bonds. Therefore, these were not easy people to impress. To continuously keep Utah in the IOC’s collective mind during the process, the bid committee needed to have a presence at significant Olympic gatherings. I often became that presence. For example, when the winter games were held in Lillehammer, Norway, in 1994, I was asked to attend in order to meet with Olympic delegates. Jackie could not go, so my mother traveled with me. Later, I also made a trip to Paris for a world congress meeting of the IOC. I believe it turned out well; during the process, I became acquainted with nearly all of the IOC members and officers. Bid officials had a constant running tally of who they believed they could count on for support and who they couldn’t. The bid was an election; more than $16 million was spent preparing the bid and campaigning to achieve a majority of eighty-eight voting members of the IOC. The stakes were very high. The Decision Budapest, Hungary was the meeting site where the IOC would decide where the 2002 Winter Olympics would be held. Nearly three hundred Utahns made the trip, including Jackie and me. We traveled with Earl and Carol Holding on their corporate plane, along with Olympic skier Picabo Street and her mother. Upon arriving, we traveled through the countryside to our hotel, which sat on the Danube River. The meetings were held across the river at a university. When one attends an IOC meeting, once again you are struck by how absurd the treatment of the IOC is. The host city is expected to provide members and staff with a segregated, special traffic lane through the city between their hotel and the meeting location. Nobody else uses the lane. In addition, all the members are driven in individual chauffeur-driven cars. The president of the IOC is always greeted by the title “Your Excellency.” The first several days were devoted to meeting with uncommitted IOC members and making final preparations for our all-important formal presentation. On June 16, Utah and the other cities made their presentations. I had a short speaking part, affirming Utah’s commitment. Once a city had presented their case, the delegation moved to an auditorium that was part of the meeting complex. Ultimately, by late afternoon, all of the delegations were sitting in the same room, waiting for the IOC to vote. “The International Olympic Committee has voted. The 2002 Winter Olympic Games will be held in the city of Salt Lake City.” Given the time difference, it was morning in Utah. Back in Salt Lake City, the City-County Building on State Street was the designated gathering place. Large video screens had been assembled to show the decision announcement live, and a similar scene was playing out in each of the other remaining bid cities. Likewise, sitting in the auditorium, we could see video feed of the site in Utah as people gathered—more than fifty thousand. I knew from my own experience that virtually every person in Utah knew that the announcement was being made, and they would be watching or eagerly awaiting word. Whatever the outcome, it would be known by most Utahns within seconds. The feeling inside the auditorium was polite but tense. People mostly kept to conversation within their own delegation. Suddenly a voice over the sound system declared that the IOC would be making an announcement. People hurried to their seats. The side door on the stage opened and the IOC marched in single file until they filled a set of bleachers set up on the stage. The last to enter was Juan Antonio Samaranch, the IOC chair. He approached the podium. With very little additional dialogue, he opened his folder and read a prepared statement thanking the cities who had bid. With every word, my heart pounded harder. I have often reflected on that moment. The population of an entire state had their hearts beating fast for the same reason. It was truly a unifying moment in time, true not only for us but also the other bid communities. Then Samaranch said, with his heavy Spanish accent, “The International Olympic Committee has voted. The 2002 Winter Olympic Games will be held in the city of Salt Lake City.” While one quarter of the room erupted in jubilation, the other three quarters wilted. The same was true on the video screen. We had beat out Sion, Switzerland; Östersund, Sweden; and Quebec City, Canada. In the auditorium, the Utah delegation hugged each other, danced, and cried. Picabo Street and a young figure skater jumped up on a table to celebrate, which ended up collapsing, sending people sprawling on the floor. Nobody was hurt, but it added to the chaos of the moment. On the screen we could see pandemonium breaking out at the City-County Building. Fireworks went off, music blared, people cheered. It was one of my life’s most memorable moments. With the victory in hand, the delegation from Utah traveled home. The airplane was met with an arch of water by the Salt Lake Airport Fire Department. We were ready to start the next exciting, but perilous phase of the Olympic odyssey. From Booster to Overseer While the host of the games was technically Salt Lake City, the games were clearly the Utah games. Venues would be placed throughout the state, and most importantly, the state of Utah provided a financial guarantee. So, under a written agreement between Salt Lake City, the bid committee, and the state, the governor had specific responsibilities and authority. The most significant of these were appointing five members of the organizing committee jointly with the mayor of Salt Lake City, as well as creating veto power on the budget of the games. However, as things progressed, the formal responsibilities proved to be less significant than the fact that in crisis, the governor has the capacity to fill any vacuum as the perceived leader. There was a need to coordinate activities of various state agencies in preparation for the games. During the Olympics, Utah was required to provide a range of services, such as public health, law enforcement, and basic infrastructure. I appointed John Fowler, a former certified public accountant, to be the chief Olympics officer. I then built an Olympic budget team under Lynne Ward within the Governor’s Office of Planning and Budget. Since Utah had provided a financial guarantee and we had a veto on their budget, we needed to be convinced they were approaching the games with integrity. There were other state responsibilities the successful bid affected. We were in the middle of planning the renovation of Interstate 15 through the center of Salt Lake County. Fixing I-15 was an imperative; traffic congestion worsened by the day as the state’s population was growing faster than any other state except Nevada. Initially, I was told that fixing the seventeen miles of freeway would involve tearing down three highway junctions and 130 different structures, taking us ten to twelve years to complete. Under that timetable, the Olympics would hit midway through the project. It was a difficult problem. Deferring the project until after the games was not an option, but having the highways torn up while the games were on was untenable. This dilemma produced one of the most significant undertakings of my governorship. The design-build I-15 project was the solution—we invented a new highway building management system that allowed us to finish the ten-year project in half the time and for ten percent less money. Likewise, we knew that the state of Utah would need to create a unique law enforcement system for the Olympics. It would not work to have forty different police departments and other emergency responders operating autonomously. I had been tipped off to this problem by Governor Zell Miller of Georgia. Shortly after the games were awarded to us, I visited Governor Miller and asked him to share his experience. He immediately flagged the coordination of law enforcement. His words resonated with me because I had already experienced the tension between law enforcement agencies when I had asked all of Utah’s police forces to cooperate in the development of a single communication system. This could be its own story, but suffice to say, I knew Governor Miller was right. I immediately began developing a strategy to create a special police authority that would operate during the Olympics, where the state of Utah was clearly in command of law enforcement. Predictably, it was resisted by local law enforcement agencies, but we got it done, and it turned out to be enormously important. This is only one example of the special requirements that we put on state agencies because of the Olympics; virtually every state agency was the same way. The Salt Lake Organizing Committee Once the bid had been awarded, the Salt Lake City Winter Games Bid Committee was disbanded. In its place rose the Salt Lake Organizing Committee, which quickly became known by its acronym SLOC. While the name implies that it was a locally established entity to organize the games, that was not the case. The organizing committee of any Olympic games is an uneasy alliance of different interests, each with the capacity to appoint a carefully negotiated number of seats on the organizing committee, which serves as the official governing body of the games. As governor, I was ensured a seat on SLOC, but it was understood that the state’s Olympic officer would attend in my place. The United States Olympic Committee, based in Colorado Springs, Colorado, has seats on the board, as well as several of the athletic federations—the nonprofit organizations that govern different sport categories in the United States, such as skiing, ice skating, and so on. Once organized, SLOC’s first order of business was to choose a president and chief executive officer. While there were other names discussed, nobody doubted that Tom Welch would be selected for the job. Some questioned the fact that Tom had not led a large organization before, and worried about his readiness to lead a large, complex organization like SLOC; however, nobody doubted he at least deserved a chance. He was general counsel of a large grocery corporation, held in high regard by the U.S. Olympic Committee members, was known by the athlete federations, and was the face and heart of the Utah bid. Within Utah he was a star, a conquering hero who had tenaciously stayed with a dream until it had been realized. Tom Welch was widely, and deservedly, admired and appreciated by Utahns. He had devoted nearly eight years of his life to successfully securing the games. Tom also wanted the job, and he got it. Tom appointed Dave Johnson as his second in command at SLOC. Dave had been Tom’s primary lieutenant during the bid process and ran the Utah Sports Foundation, a quasi-private organization spun off from Utah’s Department of Community and Economic Development to promote amateur sports and Olympic bids. Together, they began to assemble a team. Roughly eighteen months later, in late July 1997, Tom Welch’s status dramatically changed when he was charged with domestic violence battery, leading him to resign from his position.(7) Tom’s circumstance brought consequences for Utah’s Olympic preparation. Within a couple of weeks, Tom had resigned as president of SLOC. It was a period of great turmoil, and all the factions began to bring their long knives out. SLOC quickly settled on Frank Joklik, the seventy-year-old retired president and chief executive officer of Kennecott Copper’s mining operations in Utah. Frank was a man who understood the world and was accustomed to running large organizations. The leadership change provides some insight into the role I had as governor. The situation had broken the momentum in our preparation, shook public confidence, and energized the ever-present critics. The financial guarantee the state of Utah had provided had made a successful Olympics everybody’s business and my highest priority as governor. Even though I was technically a member of the organizing committee, my bigger role was as Utah’s most visible leader. The governor was the only person in the state with a mandate to provide assurance to the public. I also wanted the organizing committee to feel the public responsibility they had to set aside the drama and to get refocused, fast. I asked to address the bid committee and then repeated the same speech on statewide radio. I felt good about Frank Joklik’s selection; he was an experienced executive, and he and his wife, Pam, had been part of the bid committee from the earliest point and already had the confidence of the Utah community. Frank adopted most of the existing team, including Dave Johnson as his second-in-command, and began to move forward in a disciplined way. There were sponsorships to sell, venues to build, and television contracts to finalize. Perhaps his most pressing job was refining the budget, a budget which I had not been comfortable with previously. It had become the subject of much scrutiny from the public and state. My relationship with Frank was constructive and things seemed to be back on track. In February 1998, the Nagano Winter Olympics were held in Japan. I attended as governor to learn everything we could from their experience. There is also an Olympic tradition at the end of each game where the host city passes the Olympic flag to its successor host city during the closing ceremonies, and this figurative baton was being passed to Utah. We flew into Tokyo, and then took the bullet train to Nagano. Perhaps the most memorable experience of the trip took place upon my arrival in Nagano. The Utah media met me at the train, with perhaps three or four cameras and their accompanying lights. As I walked up the ramp, I was wearing a western cowboy hat that we were wearing as a part of the Utah “uniform” at the games. I didn’t want to pack it, so I wore it. When the Japanese people in the train station saw an American, wearing a cowboy hat, being videoed by multiple news organizations, hundreds of Japanese people whipped cameras from their purses or pockets and began taking pictures. I spent the next forty-five minutes signing autographs and posing for photos. The funny part is that none of them had a clue who I was. There was speculation in the crowd that I was a hockey player, movie star, or something famous—all of which was flattering, but the fact remains, they didn’t know who I was; they just kept taking pictures. An Olympics Disaster Those were the more carefree days of the Olympic saga. Later that year, on December 12, 1998, a public relations disaster struck the global Olympic movement. That day, a prominent member of the International Olympic Committee, Marc Hodler of Switzerland, walked into the lobby of IOC headquarters between scheduled meetings of the group and told the media that the 1990 and 1996 Olympic selection processes had been tainted by members of the committee who were taking bribes. Likewise, he alleged that the children of IOC members had received scholarships from the Utah bid committee in exchange for their support. It was cataclysmic for the entire Olympic movement. Eighteen days earlier, a Utah television reporter, Chris Vanocur of KTVX, reported that a letter, purportedly sent to a scholarship recipient, had mysteriously been sent to him at the television station. The letter referenced the scholarship funding, and the shock waves from the report rippled throughout Utah and in local Olympic circles. But Olympic ethics did not have seismic repercussions until Hodler made his allegations at the IOC gathering. Every day between Marc Hodler’s impromptu news conference and Christmas, the intensity of the clamor grew, both locally and internationally. This was an explosive and irresistible question of whether one of the most prestigious organizations in the world, the Olympics, was corrupt. Bad situations like the Olympic scandal remind me of hurricane season. You can often see a category-five storm stirring off the Gulf Coast. Most hurricanes will die down as they approach a land mass, turning into a couple of bad days of wind and rain but easily ridden out by sheltering in place. This causes an uncertainty about how early and how robustly one should respond, as boarding up the windows and evacuating is costly and difficult. Because storms usually dissipate, it is tempting to stay at home and ride it out. However, once every few years, a storm continues to intensify, and when it hits land those who have not properly responded pay a heavy price. I hung back for a day or two hoping it would fall off the front page. Very quickly, it became evident that this could be a category-five problem. We had a mess on our hands, and I needed to step up. What neither I nor other members of the Utah bid committee knew was whether members of the bid effort had actually crossed lines with assistance we didn’t know about. As it turns out, those lines were not clear cut. Since the IOC was very lax in their interpretation and enforcement of their rules, over time the bid process had become a minefield of conflicting standards and practices relying primarily on individual judgment calls. On December 19, 1998, one week after the Hodler accusations, we announced the formation of a Board of Ethics to investigate the SLOC bid process. It was chaired by Gordon Hall, a recently retired chief justice of the Utah Supreme Court. I asked the panel to finish their work by February 11, 1999. Media outlets were doing their own investigations. Then four other investigations were launched—by the IOC, USOC, the Utah Attorney General, and most significantly, the U.S. Justice Department. There was a new story every day, not just locally, but also internationally. We shared the headlines with another scandal that was unfolding at the same time in the nation’s capital—the impeachment trial of President Bill Clinton following an independent counsel’s investigation of his affair with White House intern Monica Lewinski. Just before Christmas, the level of potential risk rose exponentially. When U.S. Attorney General Janet Reno announced that the Justice Department had opened an investigation, the problem grew to a new dimension in my mind. Representatives of the other cities who had bid unsuccessfully for the 2002 games began to call for the International Olympic Committee to withdraw its award of the games. Key sponsors of the games began to express their skepticism that we could overcome this problem and talked of cancelling their sponsorships. To their credit, the IOC made clear they had no intention of withdrawing the bid. However, I knew that could change with enough pressure, and I sensed we were at risk of a meltdown that could cost Utah the games and forever mar the state’s reputation. Working Toward a Solution: Resignations Between Christmas and New Year’s, Jackie and I rented a beach house in San Juan Capistrano, California, in order to have some rest from the unrelenting demands of being governor. Typically, even during a vacation, I would work a few hours each morning and then spend the rest of the time with family. However, during the Christmas of 1998, the Olympic scandal dominated my time and attention, and I did not get much of a respite. There was news every day, phone calls with staff, and interviews. I realized we could not wait until February for the ethics committee report, and then there was the problem of a leadership vacuum. SLOC was not a public entity, and leadership had been discredited by the events of the last month. While both the state and city were important contributors, public leaders had limited statutory authority. The IOC was no help, as they were embroiled in their own crisis. Momentum was growing against the games; the international media attacks were increasing. Everybody was disheartened, and finger pointing was starting to break out among the ranks. We needed to reverse the trend or things could get worse. As governor, I realized that I needed to assert myself and just take charge. I wrote down six things we needed to accomplish if we were to recover from the damage done to Utah’s reputation and psyche. First, we had to find the truth and fix the problems. Second, we had to find new leadership. Third, candor was needed in order to characterize our behavior and messaging so we could resume preparations with a fresh start. Fourth, we had to raise our standards beyond what would normally be necessary. Fifth, we needed to keep pressure on the IOC to own up to the need for reform. Lastly, in the final analysis, we would only truly put this behind us by putting on the most successful winter games in Olympic history. The first step, finding the truth and fixing it, was already underway. The ethics committee would issue its report by February 11, 1999. The report would provide considerable insight into what had gone wrong, and we could use it to start fixing any problems revealed. I also wanted to use the ethics committee report to leverage a turning point in the situation. I returned to Utah on the weekend after New Year’s resolved to move fast on the second strategy, new leadership. I had become convinced we could not generate a new start without a change of leadership. My first day back in the office was Monday, January 4th. I made phone calls in advance to those affected and then made an announcement calling on SLOC officials to take leaves of absence while the four investigations were underway. This signaled a jolting change of course. I made calls to Bill Hybl, chairman of the United States Olympic Committee, and Bob Garff, chairman of SLOC, to tell them of my views that we could not turn this around with the existing leadership still in place. They agreed. I asked both to attend a meeting forty-eight hours later at the Governor’s Mansion. Frank Joklik was my friend, and in many ways was a victim in all this. I didn’t want to make a public call for him to resign unless it was necessary; likewise, I didn’t want to operate behind his back. I decided to talk with him privately prior to the mansion session with Hybl and Garff. The Governor’s Mansion is a thirty-two room Victorian mansion built by early silver-mining magnate Thomas Kearns. I often chose to conduct sensitive business there because it was more private and had a feeling of intimacy not present at the Capitol. Frank and I met in the main parlor, a bright and optimistic room. The meeting was both somber and professional. Frank is a remarkably accomplished man; his Australian accent adds to the air of sophistication gained from years working at the most senior levels of business. All of us were having a difficult time reconciling the irony of the moment: Frank was among a small handful of other prominent people who had been the bedrock of the Olympic movement in Utah. I had another meeting after Frank with members of the SLOC Executive Committee and USOC representatives, all gathered around the cherry wood table in the large dining room. The meeting was, at times, combative. Some of the executive committee members thought this was a massive overreaction. But in the end, the right decisions were made. The next day, January 8, 1999, Frank Joklik announced that he had accepted the resignation of Dave Johnson and had decided to resign himself. Consistent with my January 4th request, two others, Kelly Flint and Rod Hamson, were placed on administrative leave with pay. Frank Joklik could have fought the idea of resignation, but I feel he did an honorable and statesmanlike thing and agreed to step aside as CEO and president. However, we both agreed that it would be good for him to remain as a member of the Board of Trustees. With Frank’s resignation, and other key players on administrative leave, new leadership needed to be put in place quickly. February 11th was fast approaching, and I knew enough about what the ethics committee was finding to know that it was not going to be a happy moment. We needed to be ready to put the past behind us and to launch a fresh beginning at the same time. That gave me one month to be ready. Working Toward a Solution: A New President Our first job had to be finding a new president and CEO. Truthfully, it was a job that belonged to the Salt Lake Organizing Committee. However, SLOC was a large and loosely connected body, with members who had been appointed by a wide array of interests. Each of the major athletic federations had a seat; the USOC appointed multiple members; and the mayor of Salt Lake City and I, the governor of Utah, jointly appointed five members. Several athletes were on the board. Plus, the makeup and rules of governance did not lend themselves to rapid decision-making. As a result, I made the decision to become a one-person search committee. Obviously, the new president could only be hired formally by a vote of SLOC, but we didn’t have time for a lengthy and traditional search process. I drew up a list of criteria for the person we were looking for. The short version: they could have no connection with the bid scandal or any other substantial controversies. I wanted a sophisticated and experienced executive who had successfully turned around large complex organizations. The person had to have a persona that could bring optimism and unity back in Utah, who would also serve as an effective spokesperson for the games to the world. Lastly, I wanted someone who understood Utah and its culture without being captive of it or easily caricatured by it. I developed a list of people from my own acquaintances and reached out to several others asking for suggestions. There were nearly twenty names on the list. I then narrowed the list to a half dozen and had research conducted on their backgrounds. Frankly, it wasn’t extensive, but it was enough to boil the list down to three with whom I had direct conversations. One was Mitt Romney, the CEO of Bain Capital in Boston. I had met Mitt only once when we shook hands at a session of the general conference of the Church of Jesus Christ of Latter-day Saints. I had no relationship with Mitt; his name was suggested by Kem Gardner, a prominent Utah real estate executive. My interview with Mitt Romney felt quite promising. His business was buying broken companies and fixing them, and he had been extraordinarily successful doing so. He had run an unsuccessful—but very competitive—campaign for the United States Senate against the formidable Ted Kennedy. Mitt’s political effort gave me confidence in three important areas: First, I watched videos of his debates against Kennedy and I saw that he was quick-minded and articulate. Second, he had been vetted publicly. One does not run against Ted Kennedy without having every wart exposed. Finally, he was up to facing a big challenge. Running against Kennedy in Massachusetts would be seen by most as a fool’s errand, yet Mitt took it on and actually led the race until the very end. The last point in Mitt Romney’s favor: the Romneys had a home in Deer Valley. They knew Utah and felt like part of it. I continued to explore additional options, but my focus was drawn back to Romney. I asked Mitt if he would come back to Utah to spend more time with me. I had a commitment in California, so Mitt met me there so we could talk on the way back. The two of us retreated to the back of the small jet and talked for nearly two hours. I explored his motives for being willing to uproot his life, move to Utah, and take this challenge on. He told me he had earned sufficient money and it was time to turn his attention to something else. I learned about his family and the challenges he might face in making a quick transition. The fact that he already owned a home in Utah made resettlement easy. He told me that his transition from the Bain organization had to a large degree been settled when he ran for office. Money would not be an obstacle because he insisted on working as a volunteer. Mitt wanted to understand more fully the governance structure and relationship SLOC leadership had with the governor and mayor’s offices. We discussed the dynamics of the board and other community influencers. We discussed the role of the IOC and USOC, as well as the athletes. Mitt was deeply concerned about the economics of the games, and he perceived a sizable hole in the current budget. I could answer many of his questions but deferred to members of the SLOC Executive Committee and USOC on others. I made clear that I was not personally empowered to make a hiring decision. If he were willing, the process would involve discussions with the trustees. "We were the best city in the world. We still are." By the time we approached the general aviation side of Salt Lake International Airport, I had made up my mind. Mitt Romney was the kind of person who could lead the resurgence we needed; he met every part of our criteria. I explained to Mitt that hiring a new president of SLOC was a decision for their Board of Trustees, and my job now was to get the votes. That process started immediately. Over the next few days, we met privately with members of the SLOC Board. We started with leadership and continued with the members. I was delighted when the USOC leadership embraced Mitt, which was key to having the athletes on board. Meetings were held with the local members, including Mayor Deedee Corradini. It was done with great focus on confidentiality, and within a short time, we had the votes secured. This was consistent with my timeline, because I wanted to gain formal approval of Mitt as the new president and CEO at the meeting before the ethics committee reported its findings. Reassurance of the Games Simultaneously with my focus on new leadership, every day was filled with important calls of reassurance to sponsors of the games. If even one announced that they would not honor their contract, or expressed doubt, our effort would be much more difficult. News interview requests came every day from around the world. The governor’s news conferences I held monthly on KUED, the University of Utah’s PBS affiliate, typically covered a range of issues. But on January 27, 1999, all but a few seconds were dominated by the Olympics. Lucinda Dillon, a member of the Deseret News’ capitol hill reporting team, summarized it up well: “The first month of 1999,” she wrote, “has been remarkable—a black cloud has positioned itself over Utah’s image in the wake of the Winter Olympics scandal.” “In fact,” she continued, “the governor said lately, the scandal has nearly consumed his life.” I told reporters the upcoming ethics report would be as complete as possible and “startling in its openness,” in comparison to what the Olympic community was used to, ideally establishing a new standard. “The world has reflected on our city in the context of the negative, and that’s not a happy event,” I said. However, suggestions that the Salt Lake City games be cancelled was out of the question. “It makes no sense at all for us to even consider at this point backing out,” I said. “We were the best city in the world. We still are.”(8) One week earlier, the Utah Legislature opened its annual session. On the first day of a session, the governor gives the State of the State speech to a joint session of the House and Senate. The occasion, televised live across the state, provides the largest and most formal setting of the year to speak to the people, and that year, I knew above all else that I needed to use the moment to establish the right message and mindset for the state. That year, I began with the customary greetings to legislative leadership and then addressed the Olympic scandal head on: The final year of the century has arrived in a tempest of doubt and confidence. The stock market soars amid the trial of impeachment. One week, Iraq dominates world headlines. The next week, we do. For the past month, our state has been the focus of attention we would never have invited. It has been a period of relentless soul-searching as community standards of integrity collided with the difficult revelations about conduct in bidding for the 2002 Winter Olympics. Every Utahn feels the sting of a scandal that has diminished a great movement and poisoned, for now, the wellspring of excitement and pride we felt upon becoming an Olympic host. At one of the darkest moments of this disheartening experience I found myself sitting alone in the library of the governor’s residence. The words my father said to me nearly every time I left the house as a boy came to my mind. “Remember who you are and what you stand for.” Tonight I stand at the pulpit of the people, in this most formal state setting, to say firmly, unequivocally: We know who we are. We know what we stand for. We are a people familiar with success and the honest ethic of work that compels it. We are a state of industry that cultivated a desert. This is the place that linked an entire nation by railroad. We do not excuse our contribution to this problem; we accept responsibility and pledge its correction. What we hunger for the world to understand and for history to record is that the dishonorable actions of a few do not represent the aspirations of the many. Let the promise of opportunity flow from this moment of adversity. Ours is to make a contribution of lasting value. Not just a Games that are higher, faster, stronger, but an entire movement that is truer, nobler and worthier. The speech was received well, and it laid a context for the themes and actions that would soon follow as we prepared for the release of the ethics report and what I wanted to be a new beginning. A Fresh Start for the Salt Lake Organizing Committee However, there was one other important action the SLOC board needed to take. This one was sensitive because it involved individual members of the board. There were two problems. First, by necessity, the board was a large group with many interests that needed to be represented. Consequently, there was little accountability for attendance, and the members beyond a small executive committee were not fully engaged. That had to change; I wanted the board to adopt a 75 percent rule. If they failed to attend three quarters of the meetings, they would be asked to resign. The second, and far more sensitive issue was perceived conflict of interest. Most volunteer organizations have this problem, and there are direct ways of dealing with it, like a person simply disclosing a conflict and therefore abstaining from any related vote. However, the profound impact of the bid scandal and the taint it left gave the games even more active critics, and scrutinizers both at home and around the world had created a strong theme out of integrity. Healing a public crisis like this one often requires going a little beyond what might otherwise be necessary, and removing the obvious symbols is critical. True, there are times when just facing and withstanding the heat produces a better outcome. However, in this case there was going to be heat either way. I asked several people to withdraw from the board. These were prominent people who I considered friends. They were unhappy and I could not blame them. However, it needed to be done. I finished these meetings and made calls on the eve of the ethics report’s release asking some new people to serve on the committee. By the time I was done, I had received an advance copy of the report. It was extraordinarily well done for a report compiled so quickly. The ethics committee did not have subpoena power, but they painted a picture that held up over time as accurate and fair. Most of all, it satisfied my requirement that the world hear the full truth and hear it from Utah first. Ethics Committee Report When the ethics committee we appointed to investigate the scandal released its report on February 9, 1999, two things were evident.(9) First, the world was failed by the International Olympic Committee. They were entrusted to protect one of the world’s most valuable assets for peace, the Olympic Games. However, they failed to organize and conduct a bid process that had integrity. They had rules but didn’t enforce them. Instead, competitors were required to operate on a “current practice standard” that was unclear and invited liberal interpretation. The reality was, competitors operated on the informal rules or lost the game. To a lesser degree, our state and the Olympic effort were also failed by the trustees of our Salt Lake Olympic Bid Committee. It was their job, on behalf of all of us, to know and keep the rules. The bid committee trustees had hired and trusted management. They had failed to create systems of verification that would protect the community and management from embarrassment. I found out through the ethics report that the International Olympic Committee had a $150 gift limit; I didn’t know that before. Likewise, I didn’t know if the bid committee management or board of trustees were aware of the limit, but they should have known. Routinely, members of our bid committee would bring members of the IOC to my office. We would talk for a few minutes, I would make my best Utah Games pitch, and then take pictures as we presented them with gifts valued at well over $150. I was not the only one. Hundreds of Utahns had responded to the requests of bid organizers. We all wanted to win; we were all engaged in the same cause. Many donated gifts valued at more than $150. Others were asked to hire children of IOC members or to contribute to a scholarship for another. Each thought what they were doing was within the rules. I learned an important lesson which was particularly important during my time in Washington, D.C.—be vigilant. I think we may have been somewhat naïve. In situations like this, one needs to “pack your own parachute” and not just assume the rules are being kept. The ethics committee report was released at a news conference at the Marriott Hotel in downtown Salt Lake. I had arranged beforehand to have a call with Juan Antonio Samaranch, president of the IOC, in a prearranged room above the large meeting room. The call was perfunctory. I told him that in my remarks I would continue to express the need for the IOC to be transparent and aggressive in their investigation of the questions raised by this situation. After the call with Samaranch, I had about forty-five minutes to prepare for the news conference. I dismissed my staff and asked that they go downstairs and make sure things were set for the event. I needed to collect my thoughts. As the clock ticked down, I began to wish for more time to prepare. I had worked day and night to find the new leadership and to make the required changes, but what I did not do adequately was prepare my remarks. I hand-wrote them sitting alone right before the news conference. As if the report’s release was not sufficient to generate a crowd of media, by complete coincidence it was held the same day as an international figure skating championship taking place at the Delta Center. Consequently, hundreds of journalists from around the world were physically in Salt Lake City that particular day. Undoubtedly, it was the largest and most aggressive press gaggle I’ve faced by myself. The media had reviewed the Olympic report. It was not necessary for me to repeat or characterize their words; what was important was how I responded to the report in the news conference that day. I had three objectives. First, if SLOC leaders had shown poor judgment, it should not be a reflection on the entire state. My second objective was to direct appropriate attention to the IOC’s role and their historic pattern of questionable practices and corruption. The IOC was in the midst of their investigation, and it was clear there were problems. Ultimately, six members of the IOC were expelled while others were sanctioned. None of that would have occurred if we had not opened our records and allowed everyone to see it all. That day I said emphatically, “Olympic corruption didn’t start here, but it will end here.” Those words were repeated by me and others many times. Lastly, I wanted to draw a clear and bright line between the past and the future. Utah needed a new start. That day I announced the changes in both the membership of SLOC and its operating rules; I dealt directly and aggressively with the potential for conflict of interest. Then I introduced Mitt Romney as the new leader. My actions succeeded in allowing the new SLOC management team to move forward in preparation for the games. However, the Olympic scandal drama was only beginning to unfold. It would continue for another two years. Each time one of the investigations was completed, everything was relived in local, national, and international media. The most vexing of the investigations was conducted by the United States Department of Justice. Tom Welch and David Johnson were indicted by the Justice Department in July 2000. The trial preparation and each legal step played out on the front page of newspapers locally, and in other news media as well. However, in July 2001, a year after the indictments were handed down, U.S. District Judge David Sam dismissed the racketeering charges and followed up in November 2001 with dismissals of the remaining counts. The government appealed to the U.S. Court of Appeals for the Tenth Circuit, which reinstated the case and sent it back to Judge Sam in April 2002. A trial was under way in late 2003, and the government had just finished its portion of the case when Sam announced from the bench that he was acquitting Welch and Johnson of all charges.(10) The judge blasted federal prosecutors for seeming to “represent themselves as the protectors of our moral values” in Utah, and for lionizing the “sacred standards” of the International Olympic Committee’s charter—yet failing to present evidence that laws were broken. Sam told a packed courtroom that the federal government’s case pitted “Salt Lake City and the entire state of Utah, welcome recipients of the efforts of Mr. Welch and Mr. Johnson,” against the defendants.(11) As Judge Sam implied in dismissing the charges against Tom Welch and David Johnson, both bore a substantially greater burden than they deserved. Both of them made critical contributions which led to Utah getting the Olympic bid. However, they were standing in the middle of the overspray created when the failings and inconsistencies of the IOC bid process were publicly revealed. Judge Sam did the right thing. This episode illustrates a conundrum of leadership. In the 2002 Olympic scandal, someone had to assert leadership. No one person or organization was in a position to do that. The governor was not statutorily empowered to do what I did. The inherent stature of the office made it possible for me to simply take action. However, the same stature that allows a leader to act, also makes a leader an attractive target. Outsized influence is accompanied by a disproportionate share of criticism. Second Wind and a New Challenge The Salt Lake Organizing Committee’s new leadership allowed a fresh breeze to blow through the state of Utah. Mitt Romney did a remarkable job of creating a new beginning. Within a matter of months, though the media was still full of scandal details, people were wearing their 2002 Olympic sweaters, jackets, and hats again. When a public call for volunteers was made, more than 75,000 people applied to fill 29,000 volunteer slots. Soon the venues were put into use, and excitement began to build. It would not accurately reflect the situation to say everything smoothed out at that point. There were serious preparations to make, sponsorships to sell, and budget priorities to choose between. Under our contract with SLOC, the governor had to approve the Olympic budget. I knew the budget was not yet disciplined, and the last version we had seen still had a substantial gap between revenues and expenses. I felt Mitt and the team he brought in would have the discipline to close the gap because of his previous experience. Very quickly, Mitt brought an economic team together. Fraser Bullock, a Utahn who was one of the co-founders of Bain Capital, took the job of taming the budget. He forced the people who saw everything as essential to choose between “must haves” and “want to haves.” They reviewed and challenged all the assumptions; my budget team would push them for answers. Quickly, we developed confidence and I left Romney to work. The next hassle to fix was a new chief Olympics officer for the state. John Fowler, my first appointee, resigned about three years out from the games for reasons I don’t recall. I then approached Lane Beattie, the president of the Utah Senate, about taking the job. Lane had been among my most important allies in the Legislature. He thinks big, had sizeable influence with the Legislature, and was well-liked by the Olympic community. He was someone who enjoyed my greatest trust and confidence and had a similar relationship with state legislators. Lane accepted the job to be the chief Olympics officer and resigned from the state senate to take a full-time role. It turned out to be a great decision. He embraced the role enthusiastically and built a great state team. Working with Lane, we appointed Olympic officers within each department of state government and asked local governments to do the same. Lane had the responsibility to coordinate and lead more than a hundred of those local governmental officers. Collaboration among state and federal agencies and departments was vital. We needed to ensure that our state captured the remarkable opportunity the Olympic Games gave us economically. This meant being prepared to host thousands of business people and media who would focus on Utah before, during, and after the games. We also wanted every Utahn, in one form or another, to feel part of the games. Every department in government had a role. I tasked the Department of Economic Development through its leader, David Winder, to begin organizing a serious hosting program that would allow us to attract business leaders from all over the world. We also wanted to support the efforts of Utah businesses working to develop business relationships. The Division of Community Development started developing cultural programs for our citizens. Jackie began working on a musical program for the schools. She envisioned each school child learning and performing a series of original Olympic songs composed by notable Utah composers. She believed that music would leave each child with a lasting emotional tie to this important period in the state’s history. It was a brilliant plan and was executed superbly. Jackie raised the money, then chose the artists, Sam Cardon and Kurt Bestor. A decade after, any Utah child who was in school during that time could recite the words and sing the melodies of these upbeat toe-tappers. Each song taught the meaning of the Olympics and values of Utah. Ten-Thousand-Day Horizon While I had attended Olympic Games in Lillehammer, Norway; Atlanta, Georgia; and Nagano, Japan, I had decided against traveling to the summer games in Sydney, Australia, in 2000. However, as we got closer to 2002, the Utah Department of Economic Development hired a consultant who had organized Australia’s Olympic business development program. After spending considerable time with him, I became persuaded that there were useful lessons to learn from Australia. So, in the summer of 2001, I organized a trade mission to Australia to help Utah businesses and the state learn from Sydney’s successes. The Australian portion of the trip proved very helpful, and we reshaped many of our plans for the upcoming games as a result. I also developed relationships with the governor of New South Wales, the Australian state where Sydney is located. The business development plan to maximize the Olympic experience was much on the minds of my chief of staff Rich McKeown and I, and we created the idea of a “thousand-day plan with a ten-thousand-day horizon.” It would be a rolling thousand days that was recalibrated often but was aimed at achieving long-term economic development results. Rich and I have continued to refine the process over the years, and it has become a trademark of the way we manage and lead. A second major takeaway we learned from Australia was not to overlook the non-accredited news media that show up in large numbers to cover the Olympics—an observation our Sydney hosts had themselves learned from Atlanta’s 1996 Summer Olympics. The Sydney Olympic Committee had made elaborate arrangements for the accredited media, establishing media centers and hosting centers. But they also developed hosting centers co-located around the various facilities and official areas to help non-accredited media do their jobs as well, realizing that freelancers and independent media who came primarily to cover the cultural environment surrounding the Olympics could have as much or more impact on the way the games were perceived. Atlanta had not done this four years earlier and was branded in the first two or three days of the games by the traffic problems they had. The Day Our World Shifted A few months later, the earth moved again in a far more devastating, dangerous, and lasting way than the uproar caused by the bid scandal. On September 11, 2001, terrorists attacked the United States using hijacked airliners, destroying lives and buildings and putting our nation on a war footing. I was at home preparing for work. I got a frantic call from Joanne Neumann from our Washington D.C. office. “We are under attack,” she said, with an excited but trembling voice. “Turn on the TV; I’ve got to get out of here.” That day America changed, and so did the 2002 Salt Lake Winter Olympic Games. We had to. Within days of the attacks, people started calling for the Olympics to be canceled on the basis of security. Certainly, the games provided an attractive target for terrorists, and it wasn’t without precedent; terrorist events had occurred at previous games, most searingly at Munich, Germany, in 1972. However, I dismissed suggestions to cancel the games and made clear that we would ensure the games were safe. On October 7, 2001, U.S. and British forces attacked targets in Afghanistan in pursuit of the terrorists who had organized the attacks on the World Trade Center, the Pentagon, and the unknown third target saved by courageous passengers who brought the aircraft down in a rural area of Pennsylvania. Suddenly, the Utah Olympic Games became the “Security Games.” Our Olympics would be the next major moment when the entire world would gather, taking place during a highly emotional atmosphere as the American people were both deeply worried about additional attacks and yet highly patriotic, wanting the games to move forward. The federal government, amid rethinking its security policies, began to engage with the state and the Olympic committee emotionally and financially on the security issues. This was good news because they were willing to provide substantially more money; however, they also wanted to have more control. This caused tension between federal and state law enforcement agencies, and working out agreements between them often required the Governor’s Office to be involved. It was my first real exposure to the world of national security and the widespread problem of the intelligence community being unwilling to share information freely with other federal entities, much less with states. Over time, with the combination of the security environment and the collaborative approach we took at the state level, we devised intelligence-sharing arrangements that were truly unprecedented. The Lighting of the Olympic Flame The first official event of any games is the lighting of the Olympic flame at the site of the first Olympics, in Olympia, Greece. The first week of December 2001, a large delegation of Utah organizing committee members flew to Athens, and then traveled by bus to Olympia, Greece, for the lighting ceremony. “I am simply amazed that people gather on the streets to watch this. What is it about fire on a stick that makes them come?” The site is in front of the Temple of Hera where the original Olympics were held. About fifty of us sat on chairs in a small open place in the woods. A group of women dressed as goddesses emerged from a forest of trees, the leader carrying an unlit torch. What appeared to be flammable material was deposited into a concave metal bowl sitting at the goddesses’ feet. As the sun’s rays hit the concave bowl, it began to generate heat. Suddenly there was smoke, and then flame. The leader placed her torch into the flame, where it ignited. It was at that moment that I realized the Olympic flame is actually the sun. At that point in the ceremony, a runner emerged from the woods, dressed in the uniform of the Utah Olympic Games. I got goose bumps; this was the moment. The runner lifted the Utah torch to the Olympic torch and the flame ignited. The Utah runner then held the torch high in a salute. An official pronounced the Olympic flame of the 2002 Utah Winter Olympics as lit, instructing the runner to carry it to the world. A signal dove was released in symbolism. As the dove took flight, a feather fell from its tail. Apparently both Kem Gardner and I had the same thought, because once the meeting adjourned, we both lunged for the feather. He got it, but graciously gave it to me. I preserved the feather and used it as an object lesson in several talks. The torch runner began to run in the first leg of the transitional torch run. From that day until February 8, 2002, when the torch made a triumphant entry into the Olympic opening ceremonies, it traveled 13,500 miles across continents, through forty-six of the fifty states. It was carried by 12,012 runners, drawn from communities along the way, each considering the task as a high honor.(12) Periodically throughout the torch run, I would visit cities for economic development purposes. I was always surprised by the size of the crowds that gathered to watch the torch pass. One day, sitting with torch run organizers, I said, “I am simply amazed that people gather on the streets to watch this. What is it about fire on a stick that makes them come?” The organizer said, “Let me help you understand it.” She then told me a story of two weeks earlier when she had a gap in the runners. She sent her assistant ahead to find a substitute runner. The assistant went to an elementary school along the route and said, “Can you give me a runner? Don’t give me the student body president, give me somebody who needs a lift.” The school secretary responded that she knew just the right boy. A few minutes later they were dressing an undersized fifth grader in the uniform of the Utah Winter Olympic games, hurrying him to the street. The previous runner approached. The little boy raised the torch with both hands. The flame lit and he began to run. As he approached the school, his school mates and thousands of others applauded. He stopped and with both hands lifted the torch to the sky in an Olympic salute. The crowd responded wildly. “Two weeks ago,” the organizer said, “we got an email from the school secretary recounting what a great experience it had been for the school. Then, referencing the undersized fifth grader, she said “He doesn’t sit alone anymore.” I now saw the Olympic flame differently. It wasn’t fire on a stick; it was a symbol of humanity’s aspirations for a better world. The Final Preparation As the torch relay crossed from state to state, the final touches on our readiness increased. Special attention was paid to security; the world was still on edge from the deadly and traumatic 9/11 attacks. In late December, a joint federal and state law enforcement task force rounded up two hundred employees at the Salt Lake International Airport who were working in the United States illegally. In another incident, an explosive device was found in a manhole housing an essential cable that carried all communications in the West. The explosive would have disabled not just the Olympics, but all communications in eleven western states. Needless to say, federal agencies were seriously beefing up their presence, and our state and local law enforcement were operating in a joint Olympic command. The last several days before the games were memorable for other reasons. The organizing committee had approached the owners of the tallest buildings in downtown Salt Lake City for permission to cover their west facing surfaces with gigantic murals of Olympic athletes. The murals were lit in a way that transformed the city into a festive showplace. When those went up, the countenance of the entire city lit up as well. There were moments throughout the Olympic preparations that I felt had a spiritual component to them. An odd one occurred the week before the opening of the games. During that week, delegations from many of the countries involved had already arrived and were actively involved in preparing. I was scheduled to do proclamations, a ritual I did roughly every month. We would invite various groups with an issue or cause that I supported to the Capitol, and as governor I would issue a formal proclamation. We would line up more than a dozen groups and do the proclamations in rapid-fire succession, alternating between the Gold Room, the Governor’s Office, and the Governor’s Board Room. As I walked down the hall after completing one, the staff would brief me on the next one. On this occasion we were walking between rooms. The staffer who had organized the event said, “This next group is the Falun Gong. They are a Chinese group, and you will be declaring Falun Gong Day and welcoming them to Utah.” At some time during the months previous, I had read a small story in a news magazine about how controversial this organization was in China. The government saw the Falun Gong group as a threat to their control and civil harmony in China and had imprisoned a number of its leaders and members. I was walking toward the door of the Gold Room as my briefer told me there were many television cameras and media members covering the ceremony. I felt a distinct sense of discomfort come over me for reasons I could not pinpoint. I paused to resolve it, and the memory of the small news item I had read came back to me. I realized at that moment that I faced a serious problem. The Chinese Olympic delegation was in town. Knowing their feelings toward the group, if I signed the declaration declaring a “Falun Gong Day” in Utah, it would have resulted in a serious diplomatic moment, damaging relationships and deflecting attention from the positive aspects of the Games. I told my staff, “Walk in there and announce that the governor will not be signing the declaration today, but he will be here momentarily to greet you.” It was very awkward, but I walked into the Gold Room briskly. Television cameras and, as I remember, thirty or forty people, mostly Chinese, where there. I made no mention of the proclamation but greeted them warmly. I talked briefly about Utah as a state and then shook every hand, leaving within a few minutes. I would not see the impacts of this small moment for years to come. During my time as part of President George W. Bush’s cabinet, I had many dealings with the Chinese people that could have been negatively impacted if I had gone in and honored the Falun Gong that day in Utah. 1. Gordon B. Hinckley, Marjorie Hinckley, other general authorities of the Church of Jesus Christ of Latter-day Saints celebrate the arrival of the Olympics. 2. Native American Stephanie Laree Spann carries the torch through Arches National Park. Delicate Arch is in the background. The torch relay, meantime, was weaving its way through cities in Utah after arriving on a dramatic morning at Arches National Park. The event was covered live by NBC News’s The Today Show. The torch arrived in a helicopter and was passed to a Native American runner in full cultural costume. Each city in Utah then held a torch ceremony to welcome the “fire on a stick.” When the torch arrived at the state capitol, it was the day before the opening ceremonies. I asked a 102-year-old man to light the Olympic flame that would burn at the Capitol building. That same evening, the Olympic committee revealed another surprise: Five Olympic rings lit up the foothills of Salt Lake City’s northeast side, just above the University of Utah—a beacon that could be seen across the Salt Lake Valley, all the way to the Point of the Mountain. Before the games started, we held a dress rehearsal at Rice-Eccles stadium at the University of Utah. It was good we did; the program seemed to go well, but because of the security magnetometers, lines to get into the stadium were disastrously long. We recalibrated our approach to avoid problems the next night by turning down the sensitivity on the magnetometers just a notch, without compromising security. The temperatures had been rather warm, and so many people had been concerned about the quality of the snow for the major ski events. Many prayers were applied toward that problem. On the night before the games were to begin, fresh snow began to fall and the skiing events went smoothly. By opening-day morning, not only was the dirty inversion that often occurs in Utah’s valleys during winter gone, but the entire northern half of the state had been cleansed with fresh snow and blue skies. Providentially, it was a picture-perfect day to start the Olympics. The Opening Ceremonies My major task on the day of the opening ceremonies was to receive and entertain President George W. Bush, and the First Lady, Laura Bush. The arrival of Air Force One always produces a patriotic moment for me. On this day, it was particularly true. The fresh snow punctuated the intensely blue sky, which made the shiny, powder-blue color of the monstrous 747 aircraft glow. As it stopped, Jackie and I went to the tarmac to meet George and Laura Bush. The stairs were rolled into place, and they exited, embracing us as friends. It was a big moment for us and for Utah. The president and first lady were accompanied by members of the president’s cabinet, men and women who would later become my colleagues. In all, seven cabinet members attended, including Secretary of State Colin Powell and National Security Advisor Condoleezza Rice. During the late afternoon, we held a meeting at the state capitol for legislators and invited guests. It was the first time a sitting U.S. president had ever visited Utah’s capitol building. The Tabernacle Choir at Temple Square performed, as well as the 23rd Army Band. The president spoke, as did I. We then spent time in the Governor’s Office and Gold Room taking pictures with family, guests, and lawmakers. Afterward, we began to set up for the opening ceremonies at the University of Utah stadium. This was it—the fulfillment of three decades of work. The world would gather in that stadium to launch the 2002 Utah Winter Olympic Games. The Games Begin The president opened the Salt Lake games with the phrase: “On behalf of a proud, determined, and grateful nation, I declare open the Games of Salt Lake City, celebrating the Olympic Winter Games.” And then in a moment I will never forget, a torn and damaged American flag, rescued from the rubble of the World Trade Center site on 9/11, was reverently carried into the stadium by a group of American athletes and members of New York City’s police and fire departments and Port Authority police. As the Tabernacle Choir sang the Star-Spangled Banner, fifty-five thousand spectators stood as one in silent respect. Next, the athletes—2,399 of them from nations around the world—entered the stadium by country, and then came the dazzling Olympic program, unfolding in a nonstop interplay of sound, light, color, and artistic performance, establishing the theme of the games: “Light the Fire Within.” Jacques Rogge, the new president of the IOC, and Mitt Romney pronounced the games open. The Olympic flame entered the stadium after its 13,500-mile journey. And then, the most closely held secret of the games—who would light the Olympic cauldron—was revealed. Stepping forward was the 1984 U.S. Olympic Hockey Team, the “Miracle on Ice” college players who stunned the world by defeating the juggernaut Soviet team at the Winter Olympics in Lake Placid, New York, and then advancing to win the gold medal. The crowd erupted, along with millions of Americans watching on television. Fireworks crowned a beautiful evening filled with pride, excitement, tears of relief and joy. It was well after midnight when Jackie and I got home—the first of seventeen consecutive adventurous and historic days. Seventeen Days During the first few days of the Olympics, two of the things we had worried about beforehand—negative press about the security presence or Utah’s prevalent Mormon culture—were resolved in an amazingly positive way. Within days of the start of the games, Utah’s remarkable volunteers won the world over. A volunteer force of 26,000 had fanned out at the various venues to assist athletes, tourists, journalists, and spectators. They translated for individuals who spoke different languages; opened their homes to visitors from other countries, and opened their hearts, presenting an unforgettably warm and vibrant face to the world. “A colossal triumph,” declared Newsweek writer Mark Starr, who acknowledged having a less flattering preconception about Utah heading into the games. “The gracious hospitality that [sic] Utahans extended was everywhere.” “Having covered a few hotspots in my long career, from the Middle East to Central America, I know that men carrying M-16s and Uzis don’t generally waste much time on good manners and smiley-face sentiments. But under the influence of Utah authorities they sure did. Even as the police and military scoured our cars, bags and persons for explosives, they would wind up the search with a “have a nice day.”(13) During the weeks prior to the games, we had developed a draft schedule. My primary task, short of emergencies, was to act as the general host. Many of the national teams created “country houses” where they welcomed visitors with a flavor of their own culture. I tried to visit nearly all of them. I also hosted meetings at nearly every meal, most often at the Governor’s Mansion. On behalf of the State of Utah, I had invited many economic development prospects, and whenever possible, I would take them to an Olympic venue to watch the competition, generally flying to the site in a Utah Highway Patrol helicopter. Each night at 10:00 p.m., in our living room on Laird Avenue, we would assemble the leadership of the Governor’s Office, the highway patrol, and different state agencies to discuss the upcoming day and tie down the schedule. The meeting rarely ended before 11:00 p.m. Then I would deal with family and personal business until well after midnight. Almost always my first meeting would start at 7:00 a.m. at some venue, which generally meant arising at 5:30 a.m. or so. These seventeen days did not include a lot of sleep. An Olympic-sized Scare On the third or so night of the games, there was a frightening departure from my normal routine. Early in the evening I had determined to attend the figure skating event at the Delta Center. It was my practice to walk from suite to suite, introducing myself to the parties from around the world who occupied them for the night. I loved these events because it represented such a melting pot of nations who had come to celebrate sport and to cheer (generally good naturedly) for their teams and countrymen. By 6:30 p.m. I had worked my way all the way around the Delta Center and returned to the suite the state used to entertain guests. It was the early rounds of the figure skating competition, always a favorite. A member of my security detail approached me with a mobile phone saying, “The commissioner needs to talk with you,” referencing Bob Flowers, the commissioner of Public Safety. Bob was direct. “Governor, I think we need you to come to us; we have a situation. An air monitor at the top of Concourse C at the airport has detected anthrax, a deadly chemical agent used in biological warfare.” I asked, “How sure are you?” He reported that they had suspected it was a false positive and retested it. “Governor, we retested it four times. Each time it read anthrax.” Without saying anything, I left the arena, walking down the circular ramps that connect the suites and into the parking area where my car was waiting. I knew that if this was true, it would be considered a terrorist attack, creating chaos within the Winter Games and beyond, in the nation and across the world. The most immediate problem, however, was extremely localized—what was happening at the airport? Salt Lake City International Airport is a busy, bustling hub for Delta Air Lines. Between 6:00 p.m. and 8:00 p.m. hundreds of airplanes would arrive, tens of thousands of passengers getting off and walking to a different terminal, traveling to any one of more than a hundred different cities. If the air permeating the concourses of the airport was filled with anthrax spores, thousands of lives were in danger. I called Rich McKeown and Natalie Gochnour at their homes and asked them to join me immediately at the Utah Department of Health, where the analysis was being done. I volunteered to pick Rich up so we could begin discussing how to approach this during the drive over. A dreadful hypothesis was taking shape in my mind: A terrorist group could gain access to the ventilation system at the airport. By releasing a very small amount of the white powdery substance into the system, thousands of people could be infected, many of whom would not show symptoms for three to five days. They would travel to their destinations, infected, and then as people across the country began to become ill, it could be pinned on them going through Salt Lake International on the same night. By that point, the terrorist would have escaped and could easily have left the United States. If true, the consequences would be devastating. As we traveled, I said, “Rich, if this is an actual terrorist attack, we are in a highly volatile no-win situation. Everything we do in the next few hours is going to be sorted through and second-guessed by congressional panels and the media. We need to keep a detailed record of everything that happens. Will you keep the record?” He agreed. Once at the Department of Health, the officials briefed me on the situation. In essence, I was told that the original monitor had, as Bob Flowers told me, been tested four times. Each time, the test reflected a positive hit. However, they told me, they were running a more delineating anthrax test that would take another two hours for results to be known. The dilemma we faced was that thousands of people were arriving in Salt Lake City while we sat there. By having knowledge of a potential anthrax attack but not taking action, we had to accept the moral responsibility and the potential economic damages that inaction would create. However, if we closed the airport and it proved to be a false positive, the nature of the games would be changed as the world’s attention focused on the uncertainties and interpretations of that move. “I need more information about the probabilities here. Who do we have that can offer insight?” I asked. Two federal officials were available to me, one from the Environmental Protection Agency and the other from the Department of Energy. Both were experts on anthrax. Within minutes I had the two on a conference call. Each provided similar thoughts. The monitors are often prone to false reads, but there was no way to be sure. I had to make a decision or accept the implications of losing the option. I said to Flowers, “Call the emergency response. Tell them I want the hazmat team standing ready. Put them in their ‘moon suits’ and move them to the base of the terminals, but keep them in their trucks. Nobody moves until we give the order.” “Then call the manager of the Salt Lake International Airport. Brief him on the situation. Tell him that we are waiting for the delineating test. The second we have confirmation of anthrax, I want the airport closed. He will need to call the FAA; I’m sure there is a protocol for this.” I directed Rich and Natalie to begin drafting a statement as well as develop a list of people I needed to call before it was issued. I then walked down the hall and peered in a small laboratory window where a woman named Natalie Burton was feverishly working on the delineating test. I retreated to the briefing room. We still had one-and-a-half hours to wait. Within an hour I received word that airport management was standing by and the hazmat team was geared up and waiting at the bottom of the terminal stairs. Rich and Natalie and I had assembled a list of people we needed to call and the tasks that needed to be done immediately. The list started with a call to the White House, triggering protocols we had developed in the interagency teams. Finally, at 8:45 p.m. the door opened and Rod Betit, executive director of the Utah Department of Health, entered the room. There was a moment of suspended breathing, but no words. “What is it?” I asked. “False read,” came the reply. We all breathed again. Even though we were enormously relieved, we still needed to deal with whether to disclose it. Ultimately, at the wise suggestion of Rich McKeown, we decided to avoid making it a security issue by calling a special briefing. Instead, we had a public health officer, at an already-scheduled news briefing, report matter-of-factly that there had been a false read at the airport. The incident was never mentioned in the media. Figure Skating and Speed Skating A few nights later, Jackie and I attended the finals of the figure skating competition and sat right at the edge of the ice at the Delta Center. Two skaters, Michelle Kwan of the United States and Irina Slutskaya of Russia, were highly favored to win. In fourth place was a sixteen-year-old American skater named Sarah Hughes. In a shocking twist, Sarah Hughes beat out Kwan and Slutskaya, as the two favorites both faltered during their performances and Hughes skated with perfection. Later, I was in the media center and observed Sarah, who the day before the competition had taken the SAT exam for college. She was asked what it felt like to win a gold medal, and I have since used her response in speeches from time to time. She said, “First, I want to say how grateful I am to have skated for my country. Some people will never have an opportunity to skate the performance of their life, and I did.” During the intermission that night, one of my favorite moments took place. As the ice was being reconditioned, music started to play very loudly—M.C. Hammer’s popular and can’t-sit-still tune, “Can’t Touch This.” People in every section of the Delta Center leapt to their feet and grooved to it, holding their country signs and flags. It was a spontaneous, international show of unity. I also realized that I enjoyed watching speed skating; the 2002 games were the first time I had ever seen a speed skating competition. I thought it was a remarkably exciting sport. Two memorable moments for me occurred at the Utah Olympic Speed Skating Oval: The first was presenting flowers to the medalists in the 1000-meter competition. As with figure skating, the event had a bit of an upset. A Dutch skater who had previously taken a silver medal in Nagano was favored to win gold in Salt Lake. In the Netherlands they take this very seriously—a banner brought by the Dutch contingent to Utah and placed near the track’s final turn said, “If it ain’t Dutch, it ain’t much.” Surprisingly, though, the gold medal winner of 1998 repeated his victory and the Dutch skater who won silver in 1998 earned silver again. Not knowing any of this background, when I presented the bundle of flowers to the winners, I said to the second-place finisher, “How does it feel to have won a silver medal in the Olympic Games?” He said dryly, “Just like it did last time. I wanted the gold.” The second moment was watching Derek Parra win a gold medal. We had all become acquainted with him in preceding months as he had come to Utah to train. Parra winning gold was proof that Utah had the facilities where athletes could train and become champions. Occasionally, I would visit the Athletes Village at the University of Utah campus, just to be hospitable. I enjoyed interaction with the athletes. On one occasion, I encountered a short track speed skater named Steven Bradbury. The night before, in the 1000-meter event, he had won the gold medal in a remarkable way. Bradbury knew that the other top competitors, including Apolo Ohno, the American favorite, were faster than he was. So, Bradbury held back, skating safely behind them about twenty meters the entire race. On the last lap, the other four skaters intensified their speed and aggressiveness to a degree that they crashed, sprawling into the side boards of the track—exactly as Bradbury had expected. Bradbury skated by to capture the gold medal. It was a clever bit of strategy. I wished Bradbury success that night in the 1,500 meters. He said, “I think I may have used up all my luck charms last night.” As I talked to athletes, they spoke openly about their amazement at how well they were being treated by Utah’s people and the hospitality and graciousness they observed. I would hear similar sentiments again and again. Something magical was in the air, as if world troubles had been set aside and hearts all beat as one. When the games finally ended, the letdown was palpable. The festive banners were removed, the incandescent mountainside rings came down, and the visitors who had enlivened our cities and state for seventeen days went home. Salt Lake City, so filled with light and buoyant activity during the games, retook its regular workday look and feel. Naturally beautiful, but not as electric. As a state, however, we had summited a previously unreachable peak and would never again be relegated to the plateaus. After the dashed hopes of previous unsuccessful bids, the long effort to finally land the games, and the dramatic turns of the bid scandal and hyper-vigilant security environment following 9/11, Utah had won big. Economic data compiled by the Governor’s Office of Planning and Budget after the games was stunning. Visitors to Utah for the games numbered 250,000 and resulted in $350 million in visitor spending. The total economic impact was $4.8 billion, resulting in 45,000 job years of employment and $1.5 billion in income for Utah workers between 1996 and 2003. The games ended with a $40 million net surplus, ninety percent of which went toward the continuing upkeep of our Olympic facilities.14 From my memory, state entities had officially hosted approximately 350 investors and venture capitalists during the games, along with world leaders from seventy-seven countries. The Department of Community and Economic Development alone had co-hosted eighty-four international events involving 18,400 participants. The worldwide television audience of 3.5 billion people saw Utah as a competent place with spectacular scenery and warm, friendly people. Legacy impacts of the games were projected well into the future. The world-class winter sports facilities built for the 2002 Olympics would be continuously used for athlete training and events year after year; Salt Lake’s status as an Olympic city would last forever. Utah as a brand was established by the games, along with the expectation and confidence that we can—and likely will—host them again. Our vantage point for 2002 envisioned a timeline extending not for weeks, months, or years, but for decades. Indeed, as I write this in 2022, Utah is ramping up to possibly go for gold again—the 2030 or 2034 Winter Games. I have no doubt that businesses, governments, law enforcement, communities, and Utah’s tour-de-force volunteers would step up in the incredible way they did before, while also creating some new magic and placing an updated, uniquely Utah stamp on any future games—a repeat performance for a new generation when we would again welcome the world with lights on a mountainside and fireworks erupting from canyons; with sheer competence and a can-do attitude; and with the warmth, spirit, and sunny friendship of Utah’s people—all of which two decades ago led an anonymous spectator at the 2002 games to sum it up simply but plaintively: “I wish the world could always be this way.” Footnotes: 1. Mike Wise, “Olympics: Closing Ceremony; Games End With a Mixture Of Rowdy Relief and Joy,” The New York Times, 25 February 2002, https://www.nytimes.com/2002/02/25/sports/olympics-closing-ceremony-games-end-with-a-mixture-of-rowdy-relief-and-joy.html 2. Robert Rice, “Ballot Preamble May Explain Issues to Voters,” Deseret News, 17 August 1989, https://www.deseret.com/1989/8/17/18820347/ballot-preamble-may-explain-issues-to-voters 3. “Utah Voters Approve Olympics Referendum.” AP News, 8 November 1989. https://apnews.com/article/4dd2b45ce9e3ed64c00d6504cdff84ec “Tough Challenges Remain After Utah Olympics Vote,” Deseret News, 8 November 1989. https://www.deseret.com/1989/11/8/18831723/tough-challenges-remain-after-utah-olympics-vote/ 4. “Promote Olympism in Society,” The International Olympic Committee, accessed 6 February 2021, https://www.olympic.org/the-ioc/promote-olympism 5. Donald MacIntyre, “Japan’s Sullied Olympic Bid,” Time, 1 February 1999, http://content.time.com/time/world/article/0,8599,2053970,00.html 6. Donald MacIntyre, "Japan's Sullied Olympic Bid." 7. Lisa Riley Roche, “Welch Resigns as Games Chief,” Deseret News, 29 July 1997, https://www.deseret.com/1997/7/29/19326201/welch-resigns-as-games-chief 8. Lucinda Dillon, “Leavitt Laments Role as ‘Chief Explainer’ in Olympics Scandal,” Deseret News, 27 January 1999. https://www.deseret.com/1999/1/27/19427348/leavitt-laments-role-as-chief-explainer-in-olympics-scandal 9. Jere Longman and Jo Thomas, “OLYMPICS; Report Details Lavish Spending In Salt Lake’s Bid to Win Games,” The New York Times, 10 February 1999. http://www.nytimes.com/1999/02/10/sports/olympics-report-details-lavish-spending-in-salt-lake-s-bid-to-win-games.html?pagewant-edall 10. Lex Hemphill, “Olympics; Acquittals End Bid Scandal that Dogged Winter Games,” The New York Times, 6 December 2003. https://www.nytimes.com/2003/12/06/sports/olympics-acquittals-end-bid-scandal-that-dogged-winter-games.html 11. Lisa Riley Roche, “Acquitted: Duo refused to cave in,” Deseret News, 6 December 2003. https://www.deseret.com/2003/12/6/19799858/acquitted-duo-refused-to-cave-in 12. “2002 Olympic Torch Relay.” Wikipedia, 4 December 2020. https://en.wikipedia.org/wiki/2002_Winter_Olympics_torch_relay 13. Mark Starr, “Salt Lake City, Utah, Winter Olympics 2002, Olympics, Utahans,” Newsweek, 2 February 2002, https://www.newsweek.com/salt-lake-city-utah-winter-olympics-2002-olympics-utahans-147727 14. Jasen Lee, “Economic impact of 2002 Olympics still felt,” KSL.com, 8 February 2012, https://www.ksl.com/article/19155597/economic-impact-of-2002-olympics-still-felt

At the time of my 1993 inauguration as governor, Jackie and I had children attending public schools at every level of Utah’s education system. Anne Marie and Chase were young children attending Bonneville Elementary; Taylor was a student at Clayton Middle School; and Mike was in his freshman year at East High School. With a few exceptions, our children had teachers we judged to be on a continuum from good to excellent. And like most other Utah children, their schools struggled with large class sizes and limited funding. Jackie and I were involved parents. Engagement with school assignments was a daily thing for both of us. Each of our children had individual needs and we sought to guide and supplement their public-school experiences where needed. Yet sometimes those efforts were met with friction, which created an impression for us that public schools could be a rigid and implacable system. That troubled me. My ideas and opinions about public education had been profoundly impacted by my membership on the Utah Public Education Strategic Planning Task Force. This was a committee created by the legislature, which undertook a four-year examination of Utah’s public-school policy and strategy. The task force was a unique and valuable learning experience, as well as important preparation for a future governor. Also during this period, I led a bipartisan coalition of business and community leaders in opposing two separate ballot initiatives in 1988 and 1990 that were aimed at dramatically reducing and repealing taxes in Utah. We prevailed both times in campaigns that ultimately were less about the single issue of tax cuts and more about the overall direction of the state. The entire process contributed greatly to my understanding of education issues in Utah and my ability to speak fluently about problems and solutions impacting our schools. Despite my acknowledgment of public education’s institutional imperfections, I was an advocate for its importance and sympathetic to the complexity of the challenges faced by Utah’s system. This added substantially to my credibility with the public and the education community. By working closely together in defense of public education, I gained the confidence of those who led organizations representing teachers, superintendents, school board members, and parents. Even though we had disagreed on many issues, these associations became a great political asset that contributed to my success in the 1992 election and beyond. Utah’s History of Above-Average Results and Below-Average Funding Utah is unique among the states when it comes to education. Our state is the youngest in the nation, as measured by median age in census after census. We also have larger families. That has been so since statehood. In 1944, two academicians from Iowa State University conducted an analysis and ranking of education systems nationwide, and their published study two years later found that “Utah easily outclasses all other states in overall performance in education,” despite having just average school spending. More tax dollars were spent on education in those earlier days, even as the high birth rates made that prospect a bit painful. It worked, however. The researchers, Raymond Hughes and William Lancelot, found that Utah children were more likely to attend school and stay in school longer than students of any other state; Utah had the second-highest completion rate for eighth grade; the highest graduation rate from high school; and the highest percentage of college graduates.(1) In the 1950s, about the time I became a public-school student, things began to change. Chronic underfunding met up with the advent of teacher activism and political calls for reforms. The battles have been pitched ever since among teacher unions, state and local school boards, parent associations, and the legislature. My Aspirations for Public Education In my 1993 inaugural address, my point of view was clear. I declared high aspirations for basic changes in public education. I call for revolutionary improvement because a revolution is taking place in the workplace. I propose world-class as our standard because we are now competing with the world. Nothing short of a revolution, nothing short of world-class, will suffice. We must lift the basic structure and culture of public education to place value on competency, outcome, and achievement, instead of on the process and time spent in class. ‘Normal,’ as it existed in the past, will not return. The momentum of change and technological growth is too rapid. To those of you who feel reluctant, please join us—join us in a great adventure, where together we build world-class schools. My speech was a call to change our approach and our philosophy on education. I felt strongly we should define success by results rather than dollars spent or processes followed. This was a call to reorient our focus from top-down measures to fostering innovation at the most basic local level: neighborhood schools. I also committed to be involved at ground level in public education, promising to visit Utah schools from one end of the state to the other—a commitment that began with my campaign and endured for the duration of my service. The Importance of Visiting Schools School visits became a regular occurrence after I was elected governor. By my estimate, I visited more than two hundred and fifty schools during my first term, and more than four hundred overall. These visits were important because they showed the eye-opening reality of what goes on not just in public schools but also in the lives of children and families within our communities. Each visit provided new insights that shaped and molded my views. We developed a general pattern for school visits where I would meet with the students in an assembly. I developed age-appropriate language to teach them about the state of Utah, its history, opportunities, and problems. I would respond to their questions. I tried to mix among them so I did not appear as a mysterious, distant adult of some importance. Following the assembly, I often spoke with small groups of faculty or administrative staff, usually in groups of two to ten. At times I would look at programs or activities the school was proud of or wanting to promote. If I had a message I wanted to convey to the public, the media would be invited. School visits always produced great pictures for television or newspapers, which enhanced my messaging. These visits also kept me in touch with Utahns’ daily lives. Public schools provide a direct view of societal complexities, hardships, and injustices. I visited schools where more than a quarter of the students had a parent who was incarcerated. I met a fifth grader who, the principal confided to me, had come to school intoxicated. I saw children who were abused and neglected. On one school visit, I sat on the floor of a multi-purpose room amid a group of children, trying to converse with a child who seemed a bit frightened by my presence. When he would not answer me after several attempts, another student tugged on my coat to explain that he didn’t speak English. The little boy’s teacher said that he had been dropped off by his migrant parents earlier in the week. Typically in these situations, the parents would work in the fields for a while and then move on to another town. Until then, the teachers would do the best they could. On a different occasion a second- or third-grade boy grabbed my leg as I walked past him. I could see he was upset. I said, “Is everything okay?” He began to sob. “They won’t let me see my mom.” Further investigation revealed he had been placed in foster care because his mother was using meth. The little boy did not know me or understand my role. He just sensed that by all the fuss being made, I must be important. In desperation he grabbed on to me like a log drifting by. He was drowning. I spoke with the principal and arranged an intervention by social services. The experience made clear that no child in a state of trauma would be learning to read. Until his problem had been resolved, education was out of his reach. I met homeless children, and children who had been abused and were in foster care. I spoke with teachers struggling to affect the lives of children in a school where twenty-five different languages were spoken by their students. Among my visits were schools inside detention centers. In other schools, I was told eighty percent of the student body were on Medicaid. Utah’s Unique Public School Challenges As governor of Utah, I struggled with the perpetual conundrum my predecessors and successors faced—consistently underfunded schools. Measured on a per capita basis Utah was typically forty-ninth of fifty states in per capita spending.(2) Utahns have more children than those who live in other states—an attribute of a population with a majority belonging to the Church of Jesus Christ of Latter-day Saints. The Church teaches the importance of family as a core doctrine. During the 1990s, the population of school children was growing at unprecedented rates. Large family size was not the only driver in our forty-ninth place showing. At that time, Utah was also a low-wage state. I often joked that whenever we were measured on a per capita basis we were always going to be low because Utah had so many per capitas (children). Raising tax rates would have made family finances more difficult. It also would have hurt job creation. My views rested on a belief that to increase the economic well-being of our public schools, we needed to grow the Utah economy. I continually linked quality jobs and quality of education in my public speeches, remarks, or messaging. I believed spending increases would not be sustainable unless we created more and better jobs. I referred to these as family-wage jobs. A better-educated workforce, I believed, was the key. Particularly workers able to thrive in the coming technology economy. Despite these structural headwinds, Utah educators often achieved comparably admirable outcomes. In the sport of boxing, fighters are often assessed on a “pound-for-pound basis.” It might be said that Utah punched above our weight. Despite Utah’s large population of children and low per capita funding, the results achieved were better than one may rationally have expected. I believe this happened because of higher-than-average engagement by families and other characteristics of the Utah population. As family engagement drops, so do test scores. Though the flaws of public education were evident to me, these experiences also helped me understand that a public education system is of bedrock importance in a democracy. The demographic changes occurring in Utah were on full display there, and I came to understand that if we did not provide education to this new population, it would come back to challenge us in the future. The Governor’s Role in Education Governors almost always have outsized aspirations to influence public education, and citizens then expect them to deliver. Less well understood is that Utah public schools are constitutionally separate from state government. School boards at the state and local levels get elected independently—mostly in nonpartisan elections, although the state board candidates now run for office with political party affiliations under very recent changes enacted by the legislature. State government does not manage or govern schools. However, the legislature is constitutionally required to ensure every child receives a “free” public education. The courts have also required the state to create a system of equalization ensuring a degree of equality among different parts of the state. This is done by supplementing local taxes with state income and other taxes. Ironically, the legislature often imposes limits on the tax authority of local schools and other taxing mechanisms. As a result, it means the state legislature ostensibly funds the schools. Legislators determine the amount of money public education systems will receive, and they have an ability to use the money they appropriate to leverage certain general behaviors. Governors have the powers I’ve already mentioned—recommending a budget, appointing school boards, and pushing the system via their amplified voice. The governor can put pressure on education systems to make specific changes, and I regularly did just that. Four Strategic Pillars of My Education Strategy My inaugural address in January 1993 foreshadowed what became a consistent push throughout the nearly eleven years I served. With intentionality we focused on four strategic pillars: increasing funding where possible; using information technology to enhance productivity; measuring demonstrated competency, not seat time; and allowing local control. How did we do? Education Funding: From the funding standpoint, we made education the highest funding priority in state government. From 1994 to 2004, public education funding increased $762 million. Average teacher salaries increased 31 percent, from $29,081 in 1994–1995 to $38,139 by 2002. Pupil-teacher ratios declined by four students per teacher during the same time period as $51.6 million was spent on class-size reduction. Also during that time span, school and institutional trust land assets grew from $84 million in 1993 to $453 million in 2003—a more than five-fold increase in the course of a decade. The numbers reflect that the state did dramatically increase funding during my time as governor. However, even with what at times felt like heroic efforts, Utah public schools would not be considered well-funded when I started, and they would not have been considered generously financed when I finished. However, my advocacy with the legislature made a significant difference in funding levels. Every year, those levels were a primary disagreement we had to resolve. With rare exception, I was advocating for more than the legislature provided. The reality is, we did the best we could, but the demographic and economic realities of Utah during that period simply dictated our response and the limits of what could be prudently done without seriously damaging the state’s economic well-being. Tech Transformation: I unreservedly declare my administration as high achievers in the category of positioning the state for the technology revolution. We implemented the use of information technology, the internet, and the infrastructure to support the tech transformation during my time as governor. It was an unwavering priority throughout my service. I will not repeat the details provided in other portions of this history, but the 1990s were the era during which these technologies were emerging. Computers were a rare sight before we started, and every school used them a decade later. Internet access was achieved over dial-up lines in those days. Internet access was highly rare, if it existed at all when I was elected. At the end of my service, every school had what was considered then to be high-speed internet access. We trained teachers, established lofty goals, and introduced an early version of education software. I viewed implementation of information technology in schools as critical not just to education but our state’s economic prosperity. I used direct appropriations and regulatory pressure with Utah’s utilities to get basic internet signals into classrooms, public buildings, and homes. We pushed teachers to learn how to use these innovative technologies, and I spoke constantly of its promise. Every year we made specific investments in this category. History should record that Utah’s technology infrastructure, including in schools, advanced rapidly during the time of my service. By the turn of the century, 99 percent of Utah schools had internet access, placing our state second in the nation, according to Education Week’s “Technology Counts 2001” report. We had pushed hard to hit that marker, and there was much more I wanted to do. Measuring Competency: Advancing students based on demonstrated competency was a major theme throughout my time as governor, both in public education and higher education. I used my influence to drive competency as a measurement criterion with consistent devotion. We successfully passed legislation creating special scholarships, schools, and programs to incentivize students to accelerate the pace of their learning and the systems supporting that goal. It can accurately be said I was more successful in higher education than public education. My most evident success was Western Governors University, which is entirely based on competency measurement. However, the formation of eight high-tech high schools in Utah, and the reorganization of Utah’s applied technology centers into the Utah College of Applied Technology were also important advancements for competency measurement. Both used competency ideology as a foundation. The WGU story is told in Chapter 4. The story of the high-tech charter high schools and Utah College of Applied Technology will be told later in this chapter. Local Governance: My successful advocacy and leadership in creating a charter school movement in Utah was my most important accomplishment in localizing school governance. It is clear to me now that much of my desire to see more local control and innovation in schools was reflected in my own frustration as a parent. Jackie and I worked to individualize our children’s education. We hired tutors and teachers to supplement their school experience. Within our local school communities, our efforts were resisted—almost resented. So, when I became governor, I proposed structured programs that rewarded schools that involved parents and accepted unique ideas. We gave those that went through the process allotments of money they could deploy. We called the first attempt Centennial Schools in acknowledgement that Utah would soon celebrate its hundredth anniversary as a state. 1. Davis County Charter School, NUAMES 2. Mike Leavitt greeting charter school students 3. Meeting with elementary school students Candidly, my first-term initiatives to increase parental involvement induced little lasting improvement in school governance. However, the process taught me an important lesson: permanent alteration of social and bureaucratic behavior requires structural change. Recognizing that, I changed my approach and adopted a more aggressive strategy. Significant Education Initiatives There were dozens of projects and programs focused in support of our four strategic pillars. This section of my history will provide greater depth on four of those initiatives: Building Utah’s education technology Instigating the charter school movement in Utah Creating high-tech/early-college high schools Reshaping Utah’s system of applied technology centers into an applied technology college system Building Utah’s Education Technology It began with the “Bicycle Speech,” the comprehensive, education-forward blueprint I presented to members of the Board of Regents, the State Board of Education, and Utah legislators in a speech at Southern Utah University six months after my inauguration. Comparing the modernization and tech-harnessing potential of our education system to a rider upgrading from a stolidly reliable old Schwinn bike to a 21-gear all-terrain speed bike, I made a case for substantive, accelerated change—in the way we think, work, and measure success in education—and issued three challenges: First, to make education an activity unbound by buildings or space by investing in and using technology to deliver education to students anytime, anywhere. Secondly, I challenged higher education to make all courses necessary for general associate degrees available through technology by the end of 1996, and for public education to have the secondary core curriculum available through technology in the same time period. Third, I proposed we pick up the pace in education by streamlining the process for high school students to complete their secondary requirements early and expand concurrent enrollments in college or applied technology courses while also removing some of the roadblocks in higher education that dragged out the traditional degree process. “This is not just a dream. It will soon be reality.” I also proposed the establishment of an electronic high school, a totally online secondary school with all core classes delivered via compact disk or downloaded over networks, and ambitious expansion of Utah Education Network (UEN) services—from K-12 education programs like UtahLINK to the video-based education services of EDNET, which at that time had forty video-learning sites located at schools or public buildings. “This is not just a dream. It will soon be reality,” I told the gathering. “As we speak, fiber optic systems are being planned and constructed by telephone and cable television companies. Within this decade, EDNET-type interaction will be possible over virtually unlimited channels from homes and buildings all over America. The potential impact on education is dramatic. No longer is the process restricted by place or space.” The emphasis on technology was everything. The internet was not widely available at this point, so the seismic change it would bring was just beginning. “Some will dismiss this as a passing fad,” I said. “I assure that that it is not. It is the future. Whether we accept these challenges or not, all of these things will happen one day. The only real question is whether we lead or follow.”(3) Leading out on technology meant access to technology and building out our technology infrastructure from one corner of the state to the other. And we led on that, too. One year after the speech, U S West, the largest telecommunications company serving the intermountain region, formed an “anchor tenant” partnership with the state to construct a fiber-optic wide area network (WAN) to support the online distance and rural education services of the Utah Education Network (UEN), a publicly funded consortium of public and higher education, state government, business, and industry created to provide access to education resources for Utah’s nearly eight hundred schools, nine colleges and universities, and four applied technology center sites from Logan to St. George. The goal was huge. The network would provide every student in Utah, regardless of their location, the technology to access the highest level of education opportunities through the internet, the worldwide web, and point-to-point videoconferencing. Also in 1994, the Utah Electronic High School opened as a division of the Utah State Office of Education, offering all Utah secondary school courses and serving four basic needs: early graduation for students completing coursework online; course availability for rural and remote students; access to coursework for homeschool students; and an opportunity for remedial students who failed certain courses to retake them online, providing additional chances for successfully obtaining a diploma. By 1999, results were quantifiably positive, according to THEJournal, an education-technology magazine and website geared toward K-12 school administrators, IT professionals, and tech-savvy educators. The U S West collaboration with UEN was highlighted. “UEN’s five-year partnership with U S West has taken hundreds of thousands of Utah public and higher education students from all corners of the state to an educational center stage,” THEJournal said in a November 1999 edition, making possible “the connectivity solution that is taking rural and suburban students into the 21st century.”(4) From its inception in 1983, EDNET grew to over seventeen thousand public and higher education enrollments for the school year ending in June 1998, according to the report, with more than a hundred daily videoconferencing events and an expansion to two hundred public education videoconferencing sites offering high school students the state’s core curriculum via the U S West fiber-optic telecommunications infrastructure. 1. Jackie and Mike Leavitt meeting with elementary students 2-4. Mike Leavitt meeting with students throughout Utah 5. Jackie and Mike Leavitt speaking at The Governors Public Education Program Conference Select college and university courses were offered over EDNET as well, along with access to public education administrators and teachers for in-service training, staff meetings, or teacher recertification. The electronic high school, meantime, was accomplishing its goals as well, THEJournal reported, with more than twenty-one thousand high school course credits having been taken by 1999, reflecting an enrollment of sixteen thousand high school students. “I see more expansion in the use of technology in our schools,” U S West’s Utah vice president, Ted Smith, told THEJournal. “At the classroom level, technology will become more of a tool in curriculum development.”(5) “At the classroom level, technology will become more of a tool in curriculum development.” Funding for much of the tech-education investment began with my Technology 2000 initiative in 1994, when I proposed an appropriation of more than $120 million in state funding by the year 2000, calling it “broader in scope, bolder in size, historic in impact.” The endeavor was coordinated with local governments, schools, universities, colleges, and the private sector to “revolutionize education” by training teachers and professors in the use of technology, developing technology-delivered courses, and building the largest wide area network of its kind in the world. Charter Schools in Utah During my 1992 campaign for governor, the most significant issue differentiating me and my primary election opponent, Richard Eyre, was the viability of school vouchers for private schools. This was an idea advanced by conservative Republicans under which state government would provide every school student a voucher they could spend on education. These vouchers could be spent at their neighborhood public school or a private school. Voucher advocates believed that injecting competition into schools would improve them. Eyre argued that moving more children out of public schools and into private schools would take pressure off class sizes and relieve the economic burden on local school districts to build new schools. Eyre knew his argument was attractive to the Republican base. I think he assumed that he could still win the general election once through the primary, and he bet heavily on this issue. The idea of vouchers and competition in public school was alluring ideologically to me. Our family had found public schools to be inflexible and maddening at times. The thought that private schools would be more customer friendly was a welcome thought. However, the more I studied the impact it would have on the viability of the public school system, the more skeptical I became. There were important reasons to be cautious about vouchers. It was clear to me that vouchers would draw funding away from public schools where the vast majority of Utah students were enrolled. I was aware of how hurtful that would be in an already underfunded system. There was also an important equity argument. These vouchers would pay for only part of the tuition at most private schools. Those who would logically benefit were affluent families, many of whom were already sending their students to private schools. Another issue was student selection. It was clear that schools that could cherry-pick their own students would exclude groups of students who struggled for a variety of reasons. This would create another serious inequity for public schools. Finally, I believed the idea of vouchers, while a winner among conservatives, would be a loser within the general electorate. Public schools were popular. It would be framed as a battle between haves and have-nots. Ultimately, the have-nots would win. During the primary campaign against Eyre, I argued private schools were an important asset for the state and that they should be supported but not subsidized financially by the state. In addition to all the arguments listed above, I asserted that there were ways to subject public schools to competitive pressures other than vouchers. I spoke of a new concept being tried in a few other areas of the United States called charter schools and signaled my interest in the concept. Charter schools were privately managed public schools. Such schools would not be allowed to cherry-pick students and would not be allowed to charge tuition beyond what they got from the state. It was a robust debate Eyre and I had many times. I prevailed in the primary election, and it turned out not to be issue in the general election that followed. After I won the general election, I proceeded forward with implementation of the local control concepts put forward with the Utah Education Strategic Plan that I had been so deeply involved in developing. However, I became increasingly dissatisfied with the lack of progress I was observing. School behavior and management responded to appropriation, but naturally gravitated back to its original behavior when the money was gone. By the end of my first term, I reached the conclusion mentioned earlier that real change had to be permanent structural changes in the system, and I resolved to take a new approach after the 1996 election was over. During my first four years, I continued to hear about charter school experiments in other states. I actively followed them and asked my education deputy Gary Carlston to begin gathering information. We discovered that a state representative, Brian Allen of Sandy, had a real interest in charter schools and was keen on sponsoring legislation. We began collaborating with Representative Allen. I was not yet ready to drive a stake in the ground in support of charter schools, but I liked the concept. The idea was straightforward. Private groups could be granted a public charter to form a school. Under the charter they would be subject to state regulation and could receive public money. The more I learned, the better I felt about charter schools. I much preferred charter public schools to vouchers, so I decided to move the idea forward slowly, without calling a lot of attention to our early exploration. In the 1997 legislature we updated our Centennial Schools proposal and funding. As part of that we quietly added the creation of a committee involving school officials, legislators, and the Governor’s Office to study charter schools. The bill passed both houses and was signed into law on March 17, 1997. The task force studying charter schools began operating in June 1997 and was co-chaired by Brian Allen, with Senator David Steele. I was represented on the panel by Gary Carlston. Other members were Senators Joe Hull and Howard Stephenson, and Representatives Judy Ann Buffmire, Brad King, Evan Olsen, and Bill Wright. A group of public-school officials were anxious to be at the table. The fact that Dr. Steven Laing, the state superintendent of public instruction, opted to attend reflects the level of their concern. Also included were the head of the Utah Teachers Association, Pat Rusk, and Alpine School District Superintendent Steven Baugh. Three private citizens were appointed—Margie Coombs, William Moore, and Sharlene Hawkes. Representative Allen wrote two historical accounts about the task force and legislative processes that established charter schools in Utah—one history for the legislature in February 2006 and another for me in January 2022. In his 2022 history, Brian wrote that the charter school task force met ten times throughout the interim of 1997. They could agree on many things, but as one would expect, how to finance charter schools was the sticking point. Public school leaders did not want the money to come from existing funds. Those of us trying to change the current system considered charter schools to be a new type of public school and insisted they be funded as such. Our office, primarily Gary Carlston and Con Rowley from my budget office, led a collaboration with the legislative staff to develop some ideas. Our goal was to introduce this effort during the 1998 session. The task force put the public education community on high alert. They were ready to fight. I felt finesse was better in this case than direct confrontation. This was reflected in my light touch treatment of public education in the 1998 State of the State speech. While it framed the arguments we would use in getting it passed, I did not lead with charter schools, nor did I use it as a speech headliner. However, the bill was at the top of my priority list. My comments included these words: Three hundred seventy-two schools accepted a challenge to become Centennial Schools by establishing performance goals and assuming control over their own progress. Now we go to the next level. We want to raise the bar of excellence, with two more steps forward. Alongside 21st Century Schools is a proposal to establish eight public chartered schools. They are public schools that are free, public schools that are open to any student and public schools that are accountable to an elected board. They are public schools, but not necessarily government schools. They serve diverse needs and interests. I envision one specializing in math or the arts; another for students with the drive to earn an associate degree with their high-school diploma. There are endless possibilities. About two weeks after the session started, HB145 was published and distributed under the title “Schools for the 21st Century.” The public education community reacted immediately and aggressively. The State Board of Education, the elected body constitutionally charged to govern public schools, formally opposed the bill. The Utah PTA, the Utah Teachers Association, the Utah School Boards Association, and the Utah School Superintendents Association all followed in succession with their protests. It was all hands on deck to protect the monopoly school districts had on publicly funded schools. I had been a consistent ally for the public education community. Direct conflict between the education community and the governor was a new and unique feature of the 1998 legislative session. Shortly after the session started, the Utah School Boards Association invited me to address the entire community at their annual banquet at the Little America Hotel. I was direct with them about my support for the charter school bill saying: Utah’s constitution requires a free public education to every citizen. In keeping with our constitutional requirement, the state legislature has established school districts and given them the power to govern schools within a geographical area. The creation of a school district is in essence, a charter. In that sense, every public school district in Utah is a charter school. The question before the Utah legislature is whether school districts should have a monopoly on the creation and governance of public schools. Charter schools as they are being proposed in HB145 meet every criterion as a public school. They would be free public schools. They would be public schools that are open to any student. They would be public schools accountable to an elected board. There are many, and I am among them, who believe that public schools would be improved by the pressure of competition. Some people in our community would redefine a ‘free education’ to mean that each student will get a voucher to select a private school. I am not among those. However, I believe we need to work together to collaboratively figure out how to test these ideas. Otherwise, the voucher voices will grow stronger. I told the 1,200 people in the audience that “experimenting with fewer than a dozen charter schools would be a careful experiment. We must not be afraid to try new things.” The audience consisted of elected school board members from across Utah. They were conservative by nature. I felt like I moved the needle with the rank and file, but leaders of the school organizations were not ready to give up. Brian Allen’s January 2022 historical account described what happened after my speech: The bill went to a hearing on February 24, 1998. There was so much interest in the bill that the House Education Committee reserved the auditorium in the State Office Building for the hearing. There were close to three hundred people in attendance. Most of them did not support the charter school portion of the bill. Because the hearing was not in a normal committee room, I was not able to sit at a table to present the bill. I had to stand at a podium. The committee moved the substitute bill, and it was adopted. The biggest objections to the bill came from the education establishment. Local districts didn’t like that they had to give up money, and they were concerned about the work they would have to do if a school failed and the local district had to pick up the pieces. The State School Boards and State Superintendents Associations didn’t like the fact that the charter schools would fall outside their jurisdiction. The UEA was concerned that teachers might not be qualified and would fall outside their union reach. The PTA felt like their role in education already provided for parental involvement. All of the education establishment voiced concern that “non-educated” or “non-professional” educators would be running schools without credentials normally seen in the public school system. The professional educators believed that would be a formula for disaster. There were parents and members of the task force who spoke in favor of the bill. For the most part, I and the other supporters were able to address the concerns raised by the education establishment. Since it was a pilot of eight schools, it was a controlled environment and all of those concerns could be monitored. I was able to fend off several unfriendly amendments. After being on my feet at the podium for 2 ½ hours of grueling testimony and questions and answers, in front of a largely unfriendly crowd, the committee voted on the substitute bill, and it passed out with a one vote margin. The adopted act (1Substitute HB145) provided for a pilot of up to eight charter schools. A charter school could be proposed by any individual or group of individuals including parents or guardians of students, teachers or any other interested parties. An existing school could be converted to a charter school. Parochial schools and home schools were not eligible. Applicants applied to the State Board of Education and proposals were also to be reviewed by the local school district where the school would be located. Any student residing in Utah was eligible to attend a charter school. The legislation provided for a lottery process if enrollment exceeded available seats. The legislation also contained requirements for charter schools and the items that were required in the chartering document. Each charter school would also be required to submit an annual report to the State Board of Education. To allow for greater flexibility and to foster a “laboratory of innovation” at each school, the legislation contained a provision allowing a charter school to seek a waiver from a board rule that inhibited the mission of the school. The original funding formula that was settled on by the task force allowed for the state portion of funding to follow the student and required the state board to develop a formula requiring the student’s home school district to transfer one half of the district portion of the funding to the charter school. On February 27, 1998, the legislation was heard on the House floor. The floor debate lasted over 90 minutes and again I had to defend the bill from several unfriendly amendments. Once debate ended, the House voted 48-24 with 3 absent to pass the bill. Because it was late in the session, there was no Senate committee hearing on the bill. It went straight to the floor for debate the same day it passed the House, February 27, 1998. Howard Stephenson, the Senate sponsor, did a masterful job of presenting the bill and answering questions. The bill passed the Senate on a 15-9 vote with 5 absent. That innocuously numbered bill—the New Century Schools Act—was advanced to the Governor’s Office for signature, and I signed it into law on March 20, 1998, creating the first eight charter schools in Utah—the beginning point for structural change. While we all worked hard to create a pathway for the charter school effort in Utah, Brian Allen and Howard Stephenson deserve extra recognition, especially Brian. In the next election, the education community recruited a candidate to run against him and Brian was narrowly defeated. There were other local issues involved, but there is no question his courage was displayed at a price. However, time has proven he made a significant contribution. I signed the bill authorizing charter schools a quarter century ago. Since then, the charter movement has taken root in Utah. The system of governance for charter schools has evolved. There is now a separate public-school board that oversees these public schools—the Utah State Charter School Board (SCSB), created by the legislature in 2004. The SCSB’s 2023 annual report reflects that the number of charter schools in Utah has grown from the original eight to 126 schools. In total, 78,782 students attend charter schools, eleven percent of the total school age population in Utah. It is clear this concept has been successful in attracting students.(6) Not every charter school has been a success, nor can it be demonstrated that the academic achievement of charter schools, as a category, are significantly better than other public schools. However, what can be said is that parents like having the option and often feel better served. Researchers from the University of Utah’s Department of Educational Leadership and Policy conducted one of the earliest studies of Utah charter school performance, comparing student achievement in charter schools to that of traditional public schools from 2004 to 2009—the first decade of existence for charter schools in Utah. The researchers concluded that Utah charter schools did not seem to be a better solution in addressing issues of low performance. But their assessment had caveats and urged future research to examine the distribution of effective charter schools and identify the most effective schools, including by mission and successful practices. They suggested, too, that ongoing research look at academic and non-academic outcomes beyond their own study’s focus on state administered criterion reference tests. “For example, many parents in Utah choose charter schools not because of their overall academic performance. Instead, they choose charters because of issues related to their child’s anticipated academic success and safety, perceived school or teacher innovation, access to decision-making and control, and schools with children more similar to the characteristics of their child, and convenience,” the study said. “Moreover, even if charter schools do not perform better than TPSs, they may still be perceived as a more attractive choice if students are better matched with a particular charter school mission than their assigned public schools.”(7) More currently, the 2023 annual report of the State Charter School Board confirmed that charter schools on average performed lower on each state accountability test than district schools, especially in math, and remained about two percent lower on English language arts assessments versus school districts. At the same time, the SCSB said, the annual rankings of the top high schools in each state, conducted by US News & World Report, showed charter high schools dominating Utah’s top ten list, including the number-one ranked high school in Utah—Beehive Academy in Sandy—and the next five highest ranked: Intech Collegiate Academy in Logan; Northern Utah Academy for Math, Engineering and Science (NUAMES) in Layton; the Academy for Math, Engineering and Science (AMES) in Salt Lake City; Itineris Early College High School in West Jordan: and the Karl G Maeser Preparatory Academy in Lindon. Four of those schools have their origins in another key initiative from my administration—the push to accelerate engineering, tech, and STEM graduates from Utah’s colleges and universities by starting at the high school level and fostering collaboration and integration with higher education. The engineering initiative in 2001–2002 was among my most consequential endeavors as governor, with impacts continuing to this day. High Tech and Early College High Schools While the legislation authorizing charter schools passed, the controversy was not over. Regulations had to be developed by the state school board to determine how charters would be awarded and governed. It was slow and difficult. Issues about the criteria for granting the charters, oversight, governance, and supervision had to be developed. Those making the decisions often had an ideological objection to the concept. However, it slowly became airborne. And just two years later, I was able to provide a second boost. I had long held the belief that Utah’s best economic opportunity was to become a technology center. A former Utahn who had become a legend in Silicon Valley, Adobe founder John Warnock, helped me understand the link between technology leadership and the number of engineering graduates the state produced. I concluded we needed a moon shot if we were to change our trajectory. The moon-shot goal: Doubling the number of engineering graduates produced at Utah’s universities and colleges in the next five years. To plan the Utah Engineering Initiative, I assembled members of the technology community and leaders from higher education and the legislature, incorporating nearly every college and university in the state. The plan included money to build new and bigger engineering buildings. It involved hiring more and better faculty. However, we also needed to have more students coming out of Utah high schools qualified to apply for admission in a demanding engineering program at a university level. Injecting change into a large statewide system is highly challenging and takes time. Drawing on knowledge gained from the formation and development of Western Governors University, we decided that rather than fighting through the natural resistance of the status quo, we would use our newly enacted charter school concept to start a system of charter high schools where we could essentially start from scratch, using the principles of education I so passionately believed in. My 2001 State of the State speech teed up the idea of the engineering initiative for the first time, and the 2002 State of the State speech drove it home. I first teed up the engineering moon-shot idea of engineering and tech-focused charter high schools in my 2001 State of the State speech, saying, “We need fifteen thousand engineering and computer science students by 2005. Our economic future depends on it. To get there, we need to nurture math and technology skills among our students in junior high and high school, especially among young women.” In my 2002 State of the State Address, I continued to emphasize these themes. Here are some quotes from that speech: The foundation of our economic strategy is continuous improvement in education. Education is our economic fuel. In a decade of prosperity, we have invested aggressively in public education. The payoff is smaller class sizes, better-paid teachers, classrooms wired for technology and a shift in emphasis to higher expectations, accountability, and innovation. . . . And then we take an even bigger step forward. What I’m proposing is a system of high-tech charter high schools, each named after a Utah scientific entrepreneur, each designed to support one of our economic ecosystems. There will be six of these high-tech high schools, and within 1,000 days the first four will be operational. One will be in Salt Lake City, focusing on biotechnology; another, in Weber County, will concentrate on engineering and medical devices. Utah County will have a school specializing in digital media; and a fourth in Logan will specialize in plant and animal genetics. Once admitted, students will be able to move among the four schools. And their goal will be to earn both a competency-measured high school diploma and an Associate of Science degree while learning technology through work with industry and higher education mentors. By Day 1,000, approximately 1,250 students will be fast tracking their way into careers that will lift our entire economy. In between those speeches, we had planned considerably. In the summer of 2001, my education deputy, Gary Carlston, who had so skillfully guided our education policy through the development and passage of charter schools and the beginnings of the engineering initiative, returned to teaching at Utah State University. Not long after, I appointed him to the board of trustees at Snow College. He later became president of Snow College. I was able to persuade Rich Kendell, a former Davis County schools superintendent, to join our team, replacing Gary. I had admired Rich for many years. He left public education for a time to pursue private business as a successful developer. Rich brought his considerable passion and reputation, knowledge of education, and his new bona fides in private business to the Governor’s Office at a propitious moment. Rich Kendell was the perfect person to lead the implementation of our engineering initiative. He immediately began the design work, joining forces with the Bill and Melinda Gates Foundation, which provided planning money and the promise of more support. Because the charters of these schools were granted by the Utah Legislature rather than the state school board or local districts, we were able to move boldly and quickly. The design had a number of key elements: the schools would focus on math, science, and engineering; each school would be attached to a college or university engineering program; and private businesses would partner with students to give them real world experience. Additionally, partnering with the Gates Foundation would bring the schools into a network of early college high schools, and students would be advanced on the basis of their competency rather than time. When they could demonstrate readiness, they moved on. Students who finished high school early could start work on an associate degree. Those who finished the two-year degree before graduating from high school would be given scholarships for their junior and senior years in college. We had the funding necessary. The schools would operate using the best available technology, hire unconventional leaders, and be governed by local appointed boards. Progress would be competency based. And as chartered schools, they could aggressively seek to individualize and innovate according to need. According to Rich Kendell, the early college/high-tech high school concept emerged in Utah at the collision of several movements and ideas that had been forming for some time. The charter school movement provided a basis for new schools to develop with new governance structures and with different approaches to curriculum and programs. A high-tech school was possible as a single focus under a charter that may have been more difficult in a more conventional public school district. A focus on high tech—or STEM, as it’s commonly known now—was consistent with the ongoing effort to double the number of engineering graduates in the state and to advance the idea that Utah could emerge as a major research and development center for high-tech companies. Trying to take advantage of the fact that many students were showing competency in core math and science subjects during their high school years posed an opportunity to advance them into college-level subjects earlier. Not all of these factors emerged in a neat sequential order, but the ideas and energy were there to create some new schools that capitalized on these emerging developments. A major impetus for developing new schools was provided by the Gates Foundation, which had identified the reform and improvement of K-12 education as one of its major goals, especially for disadvantaged students. Early on, exploratory talks were initiated by my office, and then more detailed plans evolved with Tom Vander Ark, who was heading education efforts for the Foundation. Tom had unexpectedly been delayed in Utah for several days due to travel complications caused by the 9/11 disaster and had stayed during that time at the Governor’s Mansion, spending considerable time with Rich Kendell outlining an early-college proposal for Utah. Ultimately the plan was finalized and submitted to the Foundation. A planning grant was approved to initiate the early college and high-tech high schools in Utah. The grant was for $3.65 million and allowed teams at several sites to create the schools consistent with general features outlined by the Gates Foundation but adapted to the circumstances and capabilities at each specific site. Utah’s Original Six Technology- and Engineering-Focused High Schools The six high schools conceived as part of our partnership with the Gates Foundation did not begin simultaneously but were added as the planning grant rolled out to several potential sites. The first was a school proposed in the Salt Lake City area to be located in unused space at Cottonwood High School. The degree of interest and collaboration cannot be overstated. The Granite School district provided space for the school and made plans for students at the new school to take some classes at Cottonwood High that were beyond the scope of the new school—for example, choir, Chinese, and so on. The new school needed a name and leadership as well, and a remarkable veteran teacher and administrator, Al Church, was recruited and appointed. “The man with the hammer is Governor Mike Leavitt.” Al knew how to recruit a development team and to build a school from the bottom up. He had an incredible ability to connect with students, parents, teachers, and the larger support community. Combine these talents with wit, humor, patience—and sometimes impatience—and you have the beginning of a major success story. As the organization developed, a name for the school was discussed and settled: The Academy for Math, Engineering, and Science (AMES). This acronym identifies one of the better-known schools in the state and one of the better-known schools in the national network of Gates-supported, early-college high schools. Business leaders and community officials signed up for an advisory board, and support rolled in from all sides. Illustrative of this collaborative spirit, my former chief of staff Charlie Johnson called early in the process and offered six corporate offices and a board room for the AMES planning group. The offices were located at the Huntsman Corporation headquarters. For a group of educators accustomed to stacking books on shelves supported by cinder blocks, the Huntsman offices were quite a change. A second business leader, Jack Sunderlage, a veteran of the IT world, volunteered his help and later became part of the planning/development team. Through his contacts, he quickly developed support for the new school and amassed literally hundreds of thousands of dollars in donated computers, networking hardware and software, and more. The new school had to be a success if the other schools were to follow. A lot was riding on the early success of AMES. Rich Kendell visited other proposed sites, and fortunately, word of the early success and development of AMES preceded him. In every instance, a college or university president, a school district superintendent or board president, several prominent business leaders, and representatives of the business community pledged their support for a early-college/high-tech high school in their community. Zeal for the schools was palpable, and occasionally humorous. One mayor instructed the local school superintendent to lock the conference room door so that my deputy could not leave until a commitment was made. On June 3, 2003, KSL-TV reported on the breaking of ground at Cottonwood High School to accommodate AMES. “The man with the hammer is Governor Mike Leavitt, officially beginning the retrofit of Cottonwood High School’s south end. About 20,000 feet of the campus will be transformed this summer into an emporium of scientific learning.” The old metal shop at the school was designated the “skunk works,” or workshop, where students would brainstorm, design, and test new projects. The school’s curriculum director joked that the building needed a hole in the ceiling to launch the rockets students would be designing and testing. Al Church was quoted as well: “There probably won’t be a hole in the roof physically, but we hope we’ll be moving outside the boundaries of the way public ed in the past has had to do business,” he said. “As a public charter school, tuition is free,” KSL noted, “and there is already a waiting list for this fall.”(8) Over time, planning grants were made to other locations and additional high-tech/early-college high schools emerged. These grants were for a period of one year and allowed a team to work out the details of the new school. Everything was on the table: recruiting students, securing space, hiring teachers, developing partnerships with all participating parties, selecting vendors for supplies and equipment, developing a specific curriculum that fit into a STEM framework, and much more. One by one, more schools followed on the heels of AMES: Northern Utah Academy for Math, Engineering and Science (NUAMES), with campuses in Ogden and Layton, and an affiliation with Weber State University; Itineris Early College High School in West Jordan, affiliated with Salt Lake Community College; Intech Collegiate High School in North Logan, affiliated with Utah State University; Utah County Academy of Sciences (UCAS) in Provo and Orem, affiliated with Utah Valley University. SUCCESS Academy in Cedar City, affiliated with Southern Utah University; and SUCCESS Academy in St. George, affiliated with Utah Tech University (formerly Dixie State University). The first-to-open school, AMES, is partnered with the University of Utah. Top Marks The original high-tech high schools are consistently listed in the top ten highest quality schools in the state by multiple assessment and ranking entities. This has been true for virtually every year over the last ten years. The schools have high retention rates, excellent student test scores, and high numbers of students who go on to post-secondary certificate or college degree programs. This level of success is simply extraordinary. Two decades later and the initial schools have persisted with some adjustments over time. Each remains robust and of high quality. Each is still an early college high school; however, the possibility of moving more quickly into and through higher education has not been as important as the quality of the experience and the academic results. The schools also have remained effective in being open admissions and have had impressive records for enrolling women and students of color. This was a goal that was important to everyone, but it was a critical factor for getting and continuing the Gates grant. Collaboration was essential, too, to the success of the new schools, and importantly, the partnership with a local college or university was especially fruitful. Few schools in the state, whether traditional, charter, or private, can boast of similar close working relationships with a higher education partner. An example of this is at Weber State University and NUAMES. NUAMES occupies a major share of a new WSU campus facility located on the Clearfield campus—a far cry from the beginning space in a Clearfield shopping strip. Sixteen years after the first high-tech school opened, I gave an address at the Utah Technology Innovation Summit in Salt Lake City on April 1, 2019, posing the same three questions to the gathering that state and local leaders had asked themselves in the early 1990s. First, how do we protect quality of life as the state grows; second, how do we meet our workforce’s needs and attract qualified workers with the competency to use and develop the technologies of the future; and third, what are Utah’s best economic opportunities and economic beachheads, or industry sectors where natural advantages can be invested to build serious comparative advantages? The engineering initiative and resulting high-tech high schools were an example of formulating an economic vision and then executing on it, I told the group, and urged them to do the same. Forty-thousand students have graduated with engineering or computer science degrees from Utah’s system of higher education since the day in the early 2000s when Adobe Systems CEO John Warnock first chewed me out in Silicon Valley for Utah’s complacency and lack of investment in tech and engineering education prior to that point. Those graduates and new engineers have fueled a remarkable story of technological growth in Utah over two decades. Warnock wrote his own op-ed in The Salt Lake Tribune a few months before my speech at the Tech Summit, extolling the engineering initiative and admonishing Utah leaders to continue the investment. “Now emulated by more than a dozen states, Utah’s initiative, which appropriates funding to grow engineering and computer science programs, has increased the number of graduates that the Utah System of Higher Education turns out from 1,375 when the Initiative began to 3,283 last year,” Warnock said. It has been Utah’s best hope for building a technical workforce, essential to a robust, diversified high-tech economy built on a foundation of Utah-bred engineering talent, he said. And now is not the time to lose focus. “From 2016 to 2017 alone, tech-related job postings in Utah increased by an astonishing 42 percent. Net tech employment in Utah is 135,000, and the economic impact of the tech industry is an estimated $14.9 billion in direct contribution to the state’s bottom line. That’s 10.25 percent of the state GDP.”(9) We learned a great deal from the engineering initiative and the ongoing success of the tech high schools. Among our learnings: Lesson one: Governors can nudge a lot of good policy work, especially if they have a little cash to help move local efforts. And partnering with a national organization like the Gates Foundation proved to be critically important. Utah was drawn into a network of leaders and resources that had never been imagined before. Lesson two: Even the best of initiatives need room to grow and develop based on local circumstances and opportunities. The SUCCESS academies (as we called them) in Cedar City and St. George were high-tech/early college schools but included a focus on forensic science and medicine. This worked well for them, but perhaps was not a template for Intech in North Logan. The Gates Foundation staff worried about such local efforts, but in the end realized that one cannot argue effectively with the enthusiasm, expertise, and success of slightly different designs that work. Lesson three: Those who try to be bold and innovative in their work must be incredibly well-connected and networked. The efforts and contributions of all parties are important: public education, higher education, business, civic organizations, and sponsoring communities. Also, there is no substitute for those in education who find sheer delight in working with young people and enjoying the process of steering students to exciting ideas and projects. To visit one of these schools is to find a goldmine of active and inquisitive learners, and to see faculty in flannel shirts hovering over a student project that has been months in the making. Lesson four: A rigorous curriculum is important for students who plan to work in STEM fields. Gifted teachers are essential in both the K-12 and higher education levels, and hands-on learning helps make some topics more understandable. Rich Kendell described a recent visit to a high-tech high school that fell on a national holiday. Most of the faculty were there collaborating on lesson plans and future projects. Students were also in the skunk works project area, working on a robot that greeted Rich at the door. “I asked the robot if it could dance, and a dance followed. The rumba, I think,” Rich said. “I had a friend with me who wanted to see this school, and after about an hour of observing and participating wondered if he could sign up immediately.” Creating the Utah College of Applied Technology On the day I announced my candidacy for governor in 1991, I visited an applied technology center, an educational facility where job skills are taught to both high school students and adults. I was met by Senator Haven Barlow, a giant in Utah legislative history, who had served in both the Utah House and Senate for a combined forty-two years. My father had served alongside him as a senator for twelve of those years. His endorsement of my candidacy was a significant development in my quest to be elected governor. The Davis Applied Technology Center (ATC) where we met was in Senator Barlow’s district. Holding the announcement of his endorsement at the ATC gave Barlow a chance to talk, not just about my candidacy but also about applied technology centers. He was widely known as the guardian of ATCs in the legislature. It was not lost on me that the price of getting Haven’s support was committing to become a supporter of ATCs in Utah as well. In fact, I was already a fan of ATCs because of my work on the Education Strategic Plan task force and the Board of Regents. ATCs were just plain smart. Not every student is well adapted for college. Likewise, many, if not most, jobs in society need specific skills training, not a college education. The world needs plumbers, carpenters, mechanics, equipment repair people, medical techs, hairdressers, and electricians. The applied technology centers represented Utah’s efforts to provide training for those jobs. On the day Senator Barlow and I stood at the Davis ATC, there were a total of nine ATCs in Utah. Each had a specific service territory. A year earlier, the name had been changed from Applied Vocational Centers to Applied Technology Centers. It was thought to make the training more attractive. Prior to being applied vocational centers, they were called “trade schools.” The physical facilities of the ATCs were large and sophisticated. Most of them were located close to high schools so they could conveniently be accessed during the school day by students. At night, and to a limited degree during the day, adults would use the ATCs to gain skills training related to specific trades or jobs. Employers would contract with the ATCs to train their employees in specific ways. While this dual use by public school students and adults seemed efficient, it also created significant governance issues. Clearly, local school boards had jurisdiction over the K-12 students using the facilities. However, the post-secondary mission of training people after high school fell to the Board of Regents in the higher education space. This tension was exacerbated by the fact that the applied technology centers in many areas of the state were also community colleges. The first such ATC was organized in the late 1970s in the Uintah Basin—an effort by the local school district to meet the needs of local employers. Some regions of the state had no ATC at all because the training provided was being done by other entities. But in order to provide comparable services, the Utah system of higher education by the early 1990s began to get involved with what came to be called Applied Technology Center Service Regions (ATCSRs)—changing the emphasis from “vocational centers” to “applied technology” to better describe the purpose: providing education below a college associate degree level that prepares people for employment. A figurative and political tug of war ensued, with the higher education system and public education system hashing over which should have jurisdiction, with business stakeholders weighing in as well. I helped with the negotiating process, which included the presidents of the ATCs and industry representatives. The result was Utah College of Applied Technology (UCAT), an institution of higher education that assumed jurisdiction on September 1, 2001, encompassing the state’s nine technology centers and making them stand-alone applied technology colleges. With UCAT as the tenth institution in the system, a community college detractor reportedly dubbed the new creation a “ten-headed monster.” Former Utah Governor Norm Bangerter, who was heading up the Salt Lake–Tooele ATC at the time, became chairman of the board of UCAT, which had its own board of trustees under the new structure, but ultimately answered to the Board of Regents. Gregory Fitch was hired as UCAT’s first president. Name changes, jurisdictional disputes, governance, and mission ambiguity had caused whiplash within the technical education system before and would again in the years following the UCAT restructuring and my time in office. But my thoughts at the time, as governor and as a supporter of ATCs, conformed to my overall vision for public education and higher education. For instance, I loved the fact that ATCs were competency based, and it was a no-brainer to me that applied technology learners should have the same opportunity to transfer credits or continue on from an ATC into a college system if they wanted to, just like students who advanced to college early or transferred from a community college to a larger four-year institution. Utah’s colleges were facing large populations of students who would attend for a year and then drop out. Those students still needed a particular skill set or job certification, but it appeared that many did not have the time or money to obtain it at a college or university. Meantime, industries needed trained workers, consistently and expeditiously. There was a cultural bias as well. Parents envisioned their children growing up and going off to college. Prestige and earning potential were wrapped up in those parental dreams. Aerospace engineers are terrific, but what about the kid that dreams of becoming an aircraft mechanic and could be working at that particular high-demand job in a fraction of the time? During a visit to one of the ATCs when I was governor, I came across a young man sitting alone reading a furnace manual and asked him about it. “I like reading this,” he said, “Romeo and Juliet, not so much.” Yet I knew someday that kid might change and want something different, and we needed to have a way for him to matriculate using his skills without having to check all the boxes to get a credit-based degree. The UCAT realignment was meant to bring a bit of order and more clear-cut control to a system that had been more loosely configured. The business community wanted more control over the pipeline to future workers and therefore pushed for a system independent of higher education and public education. UCAT provided more independence, although the Board of Regents remained at the top of the hierarchy. To me, job training was post-secondary. Roughly 32,000 students were typically enrolled yearly at ATCs—roughly 75 percent of them adults seeking new skills to obtain employment or to upgrade current employability skills. The overwhelming majority were part-time rather than full-time students. Another feature of UCAT was its Custom Fit program, which worked with Utah companies to address their need for skills enhancement among incumbent employees. In turn, the companies utilizing the program provided a fifty percent or more company cash contribution to the cost of the program. I had left the governor’s position in 2003 for federal service and was no longer engaged in the politics or educational policymaking of the state. But I remained interested, particularly in how the mission, governance, and operation of technical education—along with public and higher education—changed or evolved over time. UCAT continued under its foundational format for several years before some heartburn arose from the higher education side over UCAT’s authority to bestow a handful of associate-type degrees known as an associate of applied technology degree. Around the same time, some ATC programs began to be merged into other degree-granting institutions, such as the Central Applied Technology College in Richfield being absorbed into Snow College, and later the Southeast ATC merging first into the College of Eastern Utah, which itself later merged into Utah State University. In the wake of these moves and disputes, the legislature reconfigured the system again in 2009, removing UCAT from under the umbrella of the Board of Regents and making it a separate, independent system accountable to the legislature and governor directly. The associate of applied technology degrees were nixed as part of the shuffle, and the Salt Lake portion of the Salt Lake–Tooele ATC was rolled into Salt Lake Community. The voucher debate returned to the 2023 Utah legislature, and during a year when lawmakers had nearly $2 billion of new money to allocate, a bill was passed creating a system where state money can be spent at private schools. The initial amount is $8,000 per student. There are still multiple reasons to question the long-term benefits of this policy on the state’s efforts to educate every child. Much will have been learned, however, from charter schools, and the risks are not as high as they would be with twenty-five years of experience now with charter schools. Separately, but no less legitimately, Utah currently grapples with concerns about social media use and its negative impacts on school-age children and has taken bold legal steps to protect Utah kids. An innate tension lies at the heart of educational governance: It seems some parents want to subcontract the education of their children to public schools. At the same time, they care intensely about their children and the value systems they are raised within and want to control what their children are taught. This has long been the conundrum for education policymaking, and the most basic truism since the beginnings of representative government and compulsory education. There are no politics more local than school politics. Footnotes: 1. Raymond M. Hughes, William H. Lancelot, and John Louis Holmes, 1946. Education, America’s Magic. Iowa State College Press. Rod Decker, Utah Politics, the Elephant in the Room, Signature Books, 2019. 2. Connor Sanders, “Utah is not last in the nation for per-pupil spending, for the first time in decades,” The Salt Lake Tribune, 18 May 2021. https://www.sltrib.com/news/education/2021/05/18/utah-is-not-last-nation/ 3. Mike Leavitt, “Gearing up with Technology: A Centennial Challenge to Educators,” Address to the State Board of Regents, the State Board of Education, and the Utah State Legislature at Southern Utah University, 14 July 1993. 4. THEJournal, “US West and Utah Education Network Bring the Internet and Video-based Education to Utah Students,” 1 November 1999. https://thejournal.com/Articles/1999/11/01/U-S-West-and-Utah-Education-Network-Bring-the-Internet-and-Videobased-Education-to-Utah-Students.aspx?m1&Page2 5. THEJournal, “US West and Utah Education Network Bring the Internet and Video-based Education to Utah Students,” 1 November 1999. https://thejournal.com/Articles/1999/11/01/U-S-West-and-Utah-Education-Network-Bring-the-Internet-and-Videobased-Education-to-Utah-Students.aspx?m1&Page2 6. Utah State Charter School Board, Annual Report 2022, https://drive.google.com/file/d/1wuZBpj8cdXt7aXV0sNrflZ-HMW0JfJ_O/view 7. Yongmei Ni, Andrea K. Rorrer, “Twice Considered: Charter Schools and Student Achievement in Utah,” Economics of Education Review, Vol. 31, Iss. 5., October 2012. 8. Sammy Linebaugh, “First High-tech High School Breaks Ground,” KSL.com, https://www.ksl.com/article/90530/first-high-tech-high-school-breaks-ground 9. John Warnock, “John Warnock: Utah’s Engineering Initiative has boosted state’s high-tech boom,” The Salt Lake Tribune, 31 January 2019. https://www.sltrib.com/opinion/commentary/2019/01/31/john-warnock-utahs/

Living in the American West throughout my life has had a profound influence on me. There is something life-affirming about the landscapes, the sheer expanse of it all. My home state of Utah is lavished with some of the most stunning vistas on the planet within a vast geographical footprint of 84,900 square miles—the eleventh largest of the fifty United States. Most of those lands are owned and administered by the federal government. For us in the West, the lands both symbolize America and define Utah. They are home. My mother’s family, the Okerlunds, grazed sheep and cattle on the Parker Mountain range southeast of Loa in Wayne County long before grazing permits were required from federal and state land management agencies. One small section had special significance—a grove of aspen trees surrounding a one-room cabin where we stayed when we were checking the cattle or hunting in the fall on the Parker Range. The nights spent there are etched in my mind as being filled with rich storytelling and meals cooked over a wood-burning stove. The aspens bear the names of various Okerlund men carved with a date underneath in the soft bark, some dating back nearly one hundred years. Like most westerners, public lands are not only central to our sense of place, but they also trigger an innate duty of stewardship that is tied to our way of life. That familiarity and closeness with places like Parker Mountain sometimes skewed our stewardship ethos into an imagined sense of entitlement, a presumed right of primacy based on our time and proximity with the land. I succumbed to this myself one day as a teenager. Deer hunting season was an important ritual of my youth. Each October from the time I was eight years old until my Grandfather Okerlund died, we hunted deer on Parker Mountain. On the opening morning of the 1967 hunt, I had finally achieved the legal age for a hunting license, meaning I was able to legally carry a high-caliber rifle for the first time. I had contemplated that day for years and had a clear strategy in mind. The plan was to position myself on a ridge near the edge of the mountain at a place we called the Rim. As hunters became active that morning, I reasoned, the older bucks would seek shelter on the steep downslope. I clambered down to the preferred location. But once there, I discovered some hunters from California had positioned themselves in “my spot.” The Californians had as much legal right to be there as I had, but my sense of place convinced me otherwise, and it angered me. My feelings were very real, though quite misguided. But my experience helps illustrate why public land issues are so deeply held for Utahns and other westerners who were raised amid these public spaces. Land Ownership and Controversy Within Utah’s borders, the federal government owns 63.1 percent of the land mass, administratively managed by five agencies: the Bureau of Land Management (BLM), U.S. Forest Service, (USFS), National Park Service (NPS), Fish and Wildlife Service (FWS), and Department of Defense (DOD). Only Nevada has a larger percentage of federal land ownership within its boundaries at 80.1 percent. The state of Utah also owns land, as do tribal governments. An aggregate of 89.5 percent of Utah’s 52,696,960 acres is held in some type of public ownership. To provide perspective on how dramatically different that is from other states, consider that the federal government owns only 0.69 percent of New York, 1.77 percent of Texas, 1.14 percent of Illinois and 47.70 percent of California.(1) Because of strong restrictions on what activities are permitted on public lands, having a low percentage of private ownership has significant economic and cultural consequences. For example, no property taxes are collected by state and local governments, and job-creating economic activity is constrained. The differences in federal ownership among various states is primarily a function of when statehood was granted. In the early history of the United States, land was transferred into private hands through various forms of homesteading. This had the effect of allowing private individuals and organizations to make the land productive, creating jobs and economic prosperity. As the United States expanded west, public policy views changed. More and more of the land remained in public ownership. By the mid-twentieth century, the federal land and resource agencies had been established to oversee and manage the vast federal holdings. Despite the public ownership, private industries were developed on these lands too, as the westward expansion in the United States progressed. Those included mining, energy, livestock, and recreation interests, which formed the economic foundation of most rural communities in the West. Not surprisingly, interests collided and controversy became a near constant over issues such as use of the land, the roads that traversed them, mineral extraction, logging, and grazing. These issues fueled the small government and anti-government political instincts that tend to thrive in rural areas. And into that hotbed came yet another political player. During the 1960s and 1970s, the environmental movement took root in the United States. Groups like the Sierra Club and the Southern Utah Wilderness Alliance (SUWA) became prominent and then advocated for setting millions of acres of public lands aside as pristine wilderness areas. These were well-financed efforts and organizations supported by wealthy families and interests, mostly from the eastern states, who saw themselves as saviors of public treasures. Residents of the small communities surrounding key tracts of public lands were often portrayed as exploiters or rubes. Business interests that had rights to use the land were seen as taking advantage of free or inexpensive land. Environmental groups used public campaigns aimed at legislating progressively more restrictions. During the years leading up to my election as governor, the earlier sense of federal/local partnership had deteriorated into conflict and distrust. Westerners called it the Sagebrush Rebellion. The wilderness and land preservationists countered with money and lawyers. Prior to running for governor, I had been part of an effort by the Coalition for Utah’s Future, a nonprofit think tank focused on problem-solving. The effort sought to become the honest broker between those with wilderness ambitions and those with economic interests, based on the notion that both sides had legitimate points of view. The group pursued a negotiation strategy, bringing in experts from around the country. Through that experience I learned the complexity of the issues involved and witnessed the unyielding postures of both sides. When I became governor, I was committed to pursuing a solution. Naively, I thought being a son of southern Utah, with a heritage of public land use, I could use the natural stature of the Governor’s Office to bring the two sides together, particularly since I also understood the logic of the preservationists and shared some of those views. I aspired to be a bridge builder. During my first eight years in office, Bill Clinton was president. Democrat ideology did not align with my views. However, I worked hard to develop respectful relationships with the federal officials who had the most influence. Every governor has a limited amount of time, attention units, and political capital that can be expended on any single issue. I liberally invested both time and political capital on public land issues involving land use, water, and roads. However, the enmity between the conservative land-use organizers and the progressive wilderness protection groups proved to be nearly intractable. Both sides preferred to fight. Most often those fights were in court, but sometimes physical violence was threatened and carried out. It was ugly and unproductive. In other writings I have compared public land issues to the conflicts between Arabs and Jews, where two groups feel the same land is sacred, but for different reasons, and for different purposes. Both sides thought time and history were on their side. The result was gridlock and distrust. No experience better epitomizes that polarization—and the way forward in the aftermath of a politicized land-use decision—than the designation of the Grand Staircase-Escalante National Monument in Utah in 1996, followed two years later by the largest federal-state land exchange in U.S. history. I have devoted most of this chapter to the land trade because it was a significant and lasting success and typifies many of my views on problem-solving. There are other disputes and initiatives highlighted as well, including an effort to define and promulgate a new formulation of environmental policy. The land exchange, however, was the most impactful and, one might say, monumental. Wilderness Disputes The most prominent and persistent Utah environmental issues were related to how public land could be used. The environmental movement had developed effective imagery around the idea of setting huge tracts of land aside as “wilderness areas.” Their legislation described wilderness in poetic phrases like “untrammeled by man” to essentially prohibit any kind of commercial or recreational use. There could be no roads, and vehicles of any sort were prohibited. The demands of these groups kept escalating. When I first became aware of these issues, environmental groups were focused on setting aside 1.3 million acres of land in Utah. By the conclusion of my state service, the amount they sought had skyrocketed to 8.9 million acres. 1. Bruce Babbitt awarding down payment on land exchange 2. Down payment on the Utah land exchange, Bruce Babbit 3. Media announcement of land exchange in the Governor’s Board Room Though it was unsettling to my rural constituents, I believed there was a lot of land in Utah that deserved and needed protection. However, I felt environmental groups were far too overreaching in their goals to restrict use. They wanted too much land and too much restriction. And I was of the view that wilderness laws were far too unimaginative. Laws provided only three classifications of protections: Conservation areas, the least restrictive; national parks, the second most restrictive; and wilderness, the most restrictive. I believed that new designation categories could be invented to provide strict protections to the most pristine land, along with less restrictive land management schemes that would provide protection that fit the situation. I had a superb team of public land advisors throughout my time as governor. Of course, my core team of senior staff was involved all along the way, but on this topic, I depended most on Brad Barber, John Harja, and Ted Stewart. Both Brad and John worked in the Office of Planning and Budget, while Ted was a cabinet member who headed the Department of Natural Resources. Later Glen Brown, a former speaker of the Utah House of Representatives, engaged with local officials on my behalf. Most important, these men were lovers of the land. They spent much of their free time hiking, kayaking, skiing, and exploring Utah’s back country, or in Glen’s case, working in agriculture. They had also worked at developing and maintaining good relationships on both sides of the public lands debate. Canyons of the Escalante, a National Eco-Region Some of Utah’s lands are so unique and sensitive they need to be protected in a way that preserves them in their pristine form in perpetuity. However, two major impasses always prevented that from happening. The first was finding agreement on how much land should be set aside. I advocated enacting legislation on the lands we could agree on. However, wilderness advocacy groups were reluctant to do so because they feared that once a wilderness bill passed the Congress, it would be hard to do more. Plus, there was a provision in the law that allowed the creation of “wilderness study areas,” which could be declared administratively. These wilderness study areas had to be managed as if they were actual wilderness until the lands’ status changed or they were released. This was intended to protect the areas from damage. Over time, millions of acres were placed in this ongoing study status, mostly by Democrat administrations. Wilderness groups were content with the temporary status. They felt time was on their side. The second barrier to the wilderness bill was agreeing on how the lands and those that surrounded them should be managed. The options were very limited. I believed various classifications allowing different forms of management needed to be created so that land managers had options providing for different degrees of protection. The tactic of the wilderness advocates was to choose a number like 3.7 million acres to be protected and then memorialize that number as the absolute minimum number of acres requiring protection. They would then periodically raise the number. Again, I thought the argument over a number was counterproductive. I felt we should agree upon a criterion and then designate all the land meeting that criteria as wilderness, no matter what the number. Tactically, I thought it was important for state officials to be for wilderness rather than against it. Truly, we were not against wilderness, we were for protecting the land. But our objection to the number made it look like we were against protection—which is exactly the way the wilderness groups wanted the issue framed. Working with my public lands team I began to frame a use-case strategy. I proposed we pick an area of the state where there was land so beautiful that nobody could disagree it needed protection. My plan was to single out a case as a laboratory to invent a new land-use management structure just for that piece of land. I believed we could construct a management plan that would allow us to have the most pristine land declared wilderness, the land around it managed as a protective barrier, and as we got farther away from the land, more development could be done to provide the infrastructure to support access to the protected area. Politically, it would position us as “for” wilderness while forcing the environmental community to align or be seen as “against” our efforts to protect land that all agreed should be protected. Working with other state officials, Ted Stewart, Brad Barber, and John Harja mapped an area of southern Utah, apportioning various lands to what we thought would be the right use mix, including pure wilderness. We did not want to redefine the wilderness designation, so we gave our new approach a unique name. I coined the name “National Eco-Region.” The proposal was very specific, including which lands would be designated for various degrees of protection. Once we had a solid draft of the idea, we sought an opportunity to discuss it privately with the Secretary of Interior, Bruce Babbitt. Bruce Babbitt had served as governor of Arizona, elected the same year as a predecessor of mine, Scott Matheson. Babbitt had also been chairman of the Democratic Governors Association, and we shared a passion for federalism. I often made a point of quoting some thoughtful speeches Babbitt had made during his time as governor about the overreach of the federal government. He routinely wore western clothing and clearly loved the West, but his love was the love of an environmentalist rather than a user of the land. He was a center-right Democrat but leaned further left on the environmental ideological scale. Despite our differences, I think it is safe to say, Bruce Babbitt and I liked each other. I sought him out and cultivated a genuine friendship, and he reciprocated. Midway through my first term in office, I arranged to meet Secretary Babbitt for dinner at the University Park Hotel in Salt Lake City. It was off schedule for both of us. We had dinner in a private room, and I brought Brad Barber and John Harja along with me. Babbitt had two of his closest advisers, Geoff Webb and Molly McUsic. Over dinner I described our thinking. Once we had finished eating, we cleared the table, and I described the concept of a more flexible and manageable land-designation format. Then, only lacking a drum roll and music, we rolled out maps across the dining table. Labeled at the top in large letters was “Canyons of the Escalante, a National Eco-Region.” “I'm afraid we have trouble.” This was a bold proposal and Babbitt knew it. The uniqueness of a Republican governor making a public land proposal was not lost on him and, frankly, I think he was impressed. Neither of us was naïve about the difficulty of getting either side of the debate to accept it, not to mention the difficulty of getting Congress to pass it. After asking some questions and staring at the map, Babbitt turned to his staff and said something that included the words “national monument.” I had no context for the reference, but I thought it very curious at the time. I would find out fairly soon how consequential it may have been. Many years later, incidentally, Brad Barber and I had dinner at a Georgetown restaurant with Secretary Babbitt and Molly McUsic. That night, Babbitt provided a missing piece in my understanding of the political dynamics. It seems that just prior to the dinner where we had shared our national eco-region proposal, President Clinton’s political team, led by Dick Morris, a Republican consultant and outside adviser to the Democrat president, had recommended an interesting tactic. According to Babbitt, Morris told the president and his team that to solidify the support of environmental groups for the 1996 election, a bold public land initiative was needed to prove Clinton’s environmental bona fides. Morris had specifically proposed the declaration of a national monument in a state they had no chance of winning. Monumental Shock A year or two had passed after the University Park Hotel dinner. Nothing more was said. Then, on Saturday, September 7, 1996, I got a frantic call from Joanne Neumann, the head of my Washington D.C. office. “I’ve just faxed you an article from The Washington Post this morning. You need to read it. I’m afraid we have trouble.”(2) I walked into my study. As the fax printout emerged, I read the words “national monument” and “southern Utah.” The Post reported only speculation. However, it was instantly evident to me that those pushing the monument idea had leaked the story to make it difficult for the administration to back down. I immediately reached out to members of Utah’s congressional delegation and their staffs, who were also alerted by the article. No one had heard anything about the idea, not even Utah’s congressman Jim Hansen, the ranking member of the House Natural Resources Committee. It is hard to exaggerate the level of public and private anxiety the news immediately generated. Nor is it easy to overstate the audacity and sheer political opportunism it represented. This was presidential power being used to perform a sneak attack with one objective in mind: bolstering Bill Clinton’s standing with the environmental community for a presidential election less than eight weeks away. In the context of Utah public land history, this was Pearl Harbor. Early Monday morning, I began making phone calls to Secretary Babbitt. There really is no conclusion other than on that day, he was not honest with me. He said he was “not involved in the discussions” and that I should call the White House. I’m sympathetic to the awkwardness of the direct questions I asked him. I suspected then, and know now, that he had been sworn to secrecy about a process he had been deeply involved in. However, what he told me was at best a deliberate diversion from the truth. “While there had been a discussion, no decision had been made.” I next called the White House as Babbitt suggested. Marcia Hale was my point of contact at the White House. She was the director of Intergovernmental Affairs, a role of importance, but not substantial prominence in policymaking. Hale said she was not certain where the article came from, but she would find out if it was a serious proposal. Two days went by. On Wednesday, September 11, 1996, Hale called me back and said, “While there had been a discussion, no decision had been made.” I asked, “What is the timing on this matter?” “Well,” she said, “that is what the decision is.” “That doesn’t sound to me like a decision that hasn’t been made,” I said. “It sounds to me a decision has been made, and you are just trying to decide when you should announce it.” She hesitated, and then said, “Well, I think we were a little ahead of ourselves on that piece.” “Marcia, the administration you are part of is about to set aside a piece of land in my state the size of the state of Delaware and Rhode Island combined, yet nobody is admitting it. It seems very clear to me that I need to speak with the president on this matter, soon. If he’s not able to see me, I want to talk to Leon Panetta [the chief of staff].” Later that week, an appointment with Leon Panetta was confirmed, but it was not until the following Tuesday. On Friday of that week, September 13, my office became aware through the news media that there was an important environmental announcement planned for the Grand Canyon the following week. Preparations were already being made by environmental groups for transportation to the Grand Canyon for the announcement. This amped up the anxiety and concern even further. Late Friday afternoon, Babbitt called and invited me to an emergency meeting in his office the next day. While it was nice of him to call personally, I can’t imagine the impossibility of me physically being in his office the next day was not lost on him. However, I knew the congressional delegation would be there and that this meeting was a window-dressing effort. The sense of inevitability continued to grow. The weekend was a blur of phone calls and meetings with local government officials. They sought reassurances I could not provide. Despite the news that buses were being organized to take Utahns to Arizona for the announcement, the White House still refused to confirm the event, let alone tell us where and when it might be held. That evening, I traveled to Washington for meetings with the congressional delegation and Leon Panetta. On Tuesday, September 17, I met with Panetta. Marcia Hale and other members of the White House staff also attended our meeting. Joanne Neumann and (I believe) Brad Barber attended with me. Panetta had previously represented northern California in Congress. He had a reputation as being candid and a man of good judgment. Later, in the Obama Administration, he was first director of the CIA and later appointed Secretary of Defense. Panetta lived up to his reputation as a candid policy-thinker. He told me that he was responsible for making a recommendation to the president, and that Leon had set aside the afternoon to prepare for the monument itself. He had invited Katie McGinty, chair of the Council on Environmental Quality (CEQ), an entity within the White House complex tasked to coordinate environmental issues. I later learned that most of the planning for the monument had occurred secretly in McGinty’s office and that she led the process. At the beginning of the meeting with Panetta, I rolled out a large map of Utah like a scroll on the rectangular conference table and allowed it to cascade in front of the group—a bit reminiscent of the eco-regions meeting held with Babbitt roughly two years earlier. We had highlighted in yellow the 1.8 million acres of land in the approximate area we expected the monument declaration to cover. Then, to make an important point, I quietly laid on top of the yellow-colored monument, paper cutouts, in scale, of Delaware, Rhode Island, and the District of Columbia. They fit comfortably inside the yellow-colored area. “This approach provides the flexibility to affix the right protection to every piece of land in the highlighted area.” My first objective was to make clear that our protest was not based on an aversion to protecting the land. In fact, we had advanced initiatives to protect the land years earlier. Our objection was the complete abandonment of public process and their deliberate attempts at deception. The main message: This is not the way democracy is supposed to work. Given what I knew about event preparations and the president’s schedule, I did not have the expectation that we could stop them. However, my hope was to create a bit of leverage on processes that I knew would follow. I recounted the history of my Canyons of the Escalante National Eco-Region proposal and put out another map illustrating the geography in southern Utah that it covered—the delineations nearly a perfect overlay to their ultimate monument. I described how our proposal had resulted from an intergovernmental public planning process that I had initiated among state, local, and federal land managers who worked together for over a year. I summarized why the approach was superior to a national monument proposal: “This approach provides the flexibility to affix the right protection to every piece of land in the highlighted area. A monument has little flexibility.” Ironically, the most pristine areas would have been afforded much more aggressive protection under the eco-region proposal than what was ultimately proposed. Our maps also showed small square plots of land evenly dispersed throughout the entire state. Panetta asked quizzically what they were. Each square represented land owned by the school children of Utah. “They are called school trust lands, and they represent a significant problem that you haven’t thought through,” I explained. It was evident that Leon Panetta, Katie McGinty, or any others knew anything about most of the issues their declaration would create. Our meeting lasted just under an hour. As we finished, Panetta told me that it was the first time that he had had a chance to really focus on the issue. He reiterated that he would make a recommendation to the president that afternoon and stated that he didn’t like making decisions in a vacuum like this. We stood up to leave. Panetta said, “You have made a compelling case.” As we shook hands, I looked him directly in the eye and said, “If this is compelling to you, then before the president sets aside a piece of land equal to the state of Rhode Island, Delaware, and the District of Columbia combined, he needs to hear the same information directly from the governor of the state. I cannot imagine a ‘Governor Clinton’ would feel good about this happening, in this way, to the state of Arkansas.” “You’re right,” he said, “You deserve that. The president is campaigning in Illinois and Michigan today, but he will call you tonight after his events.” Throughout the nine days between learning about the monument proposal and my meeting with Leon Panetta, there were several people whose lack of candor caused me to respect them less. My interaction with Leon Panetta, however, had the opposite effect. He listened to me carefully. He asked good questions. And at the end, he responded frankly by telling me that he was unhappy with the way the process played out, he knew it was a terrible process, and that it was not something he was proud of. However, he was also honest with me. We both knew that as we spoke, bleachers and staging were being set up on the north rim of the Grand Canyon in Arizona for an event announcing a national monument in Utah. The price of trying to stop it was higher than the president would be willing to pay, even if he didn’t feel good about it either. “This is the White House operator; can you take a call from the President?” The die was cast. Wrong or not, twenty-four hours later, a national monument in Utah would be created by the stroke of the presidential pen. In future years, I served as a member of the president’s cabinet twice, spending a lot of time in the Oval Office. I became intimately familiar with how important decisions should be made in the White House. The secrecy and dishonesty used to execute this plan were morally wrong. Joanne Neumann, Brad Barber, and I met my security detail on the street between the West Wing and the Old Executive Office Building and exited through the large, black, iron security gate in order to proceed down Pennsylvania Avenue toward Utah’s office in the Hall of States. As we traveled, my focus turned to two questions: what should our message and policy posture be on the monument, and how could I use my phone call with the president later in the evening to position us to impact the details and implementation of the national monument? Phone Call to President Clinton It is easy in politics to be swept away by the tide of outrage and indignation that accompanies partisan political conflict. I knew there would be a torrent of anger in Utah and that the conflict was all part of the Clinton scripting. Ironically, protests in Utah and elsewhere in the West were exactly what created the political opportunity for Clinton’s campaign. The presidential order had no political cost to them. Clinton had finished behind both President George H.W. Bush and Ross Perot in Utah in 1992, so he didn’t have a prayer of winning Utah in 1996. All the outrage in Utah would be like the background music in a movie. In this scene, the president of the United States stands with the Grand Canyon as his backdrop and boldly demonstrates his environmental fidelity while the land users and abusers back in Utah snarled. Utah’s anger made it that much sweeter for them. To people outside Utah, this was just another story on the nightly news. A few people outside Utah would understand the significance and unfairness, but not many. Back Utah, however, the wording of the president’s declaration really mattered to the future of southern Utah. The declaration would be the start of a process, not the end. Clinton would likely win a second term, and our relationship with his administration would be far more important after the monument designation than before, so I needed to keep my focus on the long game. So, our messaging on the monument’s creation needed to be sufficiently strong to communicate our objection but done with enough dignity to preserve our capacity to work productively in protecting our future interests. The call from the president that Panetta promised needed to be the beginning of our messaging strategy. There was no need to pretend my purpose was to dissuade him from acting. However, it was important that I express our disapproval and disappointment over the manner of their action in a way that would create some useful guilt. I then needed to use my knowledge of the area and situation to minimize the damage they could do through sloppiness. “The momentum of the event has simply made it impossible to do anything but move forward with it.” Not knowing the president’s exact schedule, I spent the entire evening in my hotel room waiting for his call. His events were in the central time zone, so I assumed the call would come after 10 p.m. eastern time. When midnight passed, I began to think the call wasn’t going to happen. Even with the advantage of having my body clock operating on mountain time, by 1:00 a.m. I decided to go to sleep. At 1:58 a.m., my telephone rang. Jolted from a shallow sleep, I bobbled the handset, trying to simultaneously get the light on with the other hand. “This is the White House operator; can you take a call from the President?” I felt like I knew Bill Clinton by that time. We had been together on many occasions, had other phone conversations, and corresponded privately on multiple occasions. So, our conversation was not foreign or awkward. He apologized for calling so late. I, of course, responded that I was appreciative of him calling. The president told me that he was just beginning to review the recommendation he had received from Leon Panetta. Neither he nor Panetta liked the process being used on this, he said. “However, the momentum of the event has simply made it impossible to do anything but move forward with it.” One might think it odd that at 1:58 a.m. on the morning he is going to create a national monument affecting a significant portion of a state, that the president is just reviewing the proposal for the first time. It is astonishing, but his comments in combination with Leon Panetta’s reveal an important part of the Grand Staircase story. The White House is like an air traffic control tower overseeing five hundred airplanes circling the airport at the same time, with each one of the planes convinced they are running out of fuel or preparing for an emergency landing. To the people sitting aboard the five hundred planes, the situation is a matter of life and death. To the air traffic controller, each plane is another routine task that needs to be handled during the day. At any given moment in time, there are hundreds of federal government issues that need action. Each issue is important to someone. Consequently, everything that happens at the White House is a high priority, and many matters are, in fact, life and death situations. Presidents cannot manage all of the tasks circling the airport. So, a systematic means of managing those issues has to be in place so that solutions are seriously considered, questioned, and weighed on behalf of the president. An environmental issue like the creation of a national monument would very clearly have been given to the Council on Environmental Quality (CEQ) within the White House to coordinate. The issue would then be reported to the chief of staff, who would make a recommendation to the president and schedule presidential decision time in the Oval Office where a final decision would be made. Once the president had approved the action, an event to announce the decision would be scheduled and executed. President Bush used to say, “That’s why they call it the Oval Office. There are no corners to hide in.” “Utahns are not going to like this announcement. But they love the land involved.” Leon Panetta was unhappy about the way the issue was unfolding because the event had been scheduled before he had ever seen the recommendation. He didn’t like what he saw, but there was nothing he could do about it. This also explains why Bill Clinton was seeing the recommendation for the first time. I feel quite certain it was an idea concocted by Team Babbitt at the Department of Interior, working hand in glove with national environmental groups. Their proposal was given to CEQ to manage. I’m confident that both Panetta and the president were aware of and conceptually liked the idea of creating a national monument. However, the Clinton presidential campaign and environmental organizations clearly took over the process. Somebody got worried that the White House might start asking questions and therefore delay the event, so they leaked the existence of the monument proposal to The Washington Post, making it impossible for the administration to back out. Back to my call with the president. I gave a condensed version of the arguments I had given Panetta. Basically I told him, “We want to protect this land, too. We made a proposal that protects the land better. The fact that the monument is being sprung as a surprise, even after being denied all week, is morally wrong. The fact that the White House has discussed this with the governors of other states, but not Utah, is a clear indication of the political nature.” I also repeated my belief that if the reverse had occurred—a different federal administration had done this to Clinton while he was governor of Arkansas—he would not feel good about it. That was the point where the president, like Panetta, expressed his disappointment in the process and said, “But we are not in a position to slow it down now.” At that point I pivoted. “Mr. President, I have expressed clearly how I feel about this. However, it is clear to me that you are going to issue an executive order tomorrow and it is important that it say the right things. I would like you to consider some suggestions that would make the management of a monument better.” Among the suggestions was a solution to the school trust lands problem. I explained that these lands would be a source of litigation and make the management of a monument difficult. I invoked the name of former Governor Scott Matheson and described a project Matheson had started to trade school trust lands inside sensitive federal tracts for areas that could be developed. I told Clinton that the order should include instruction to Secretary Babbitt to commence a process to negotiate a land trade to free the value they were trapping within the monument. Finally, I said, “Utahns are not going to like this announcement. But they love the land involved. We need to be involved in its planning and management. If you will mandate local and state government participation in the planning and management of this land, I will personally make sure you have the best resources in Utah to help.” President Clinton seemed to like the idea of a school trust land exchange and agreed that we needed local and state participation in the planning and management. He was noncommittal on the energy issues involved—Grand Staircase encompassed the Kaiparowits Plateau, where one of the richest deposits of low-sulfur coal in the U.S. was being leased by Andalex Resources Inc., a Dutch mining company. Andalex was far along in the environmental permitting and approval process when the monument designation occurred. I told Clinton there might come a day when the nation would regret locking up a massive clean-coal resource. Stopping the Kaiparowits mining operation and what the administration called the “industrialization” of southern Utah had been the objective of monument proponents all along. Several Clinton administration figures flatly stated it years later, almost with a boastful air, that preventing coal development was the primary motivation for the monument. By this time, it was 2:30 a.m. in Washington and 1:30 a.m. where Clinton was. We were both very tired. I offered to write a memo that he could read in the morning when he was fresher. He said that would be helpful, adding, “Get it to Leon. I’ll read it in the morning.” We said goodbye, and I sat alone thinking about what had just happened. This was 1996, before we carried laptops or tablets. So, if the memo was to be in the president’s hand in time to make a difference, it needed to be there when he arrived at the office in just a few hours. The desk in the hotel room had stationery. I turned it over and, using the plain backside, I handwrote a multi-page draft memo to the president of the United States. I edited it and handwrote the final version. I then called the White House switchboard and tried to explain to a skeptical operator that I was the governor of Utah, and could she provide me with a fax number for the chief of staff? At 4:30 a.m. in the morning, I walked to the front desk of the hotel and asked them to fax it to the president’s temporary quarters in Illinois. At 7:30 a.m. in the morning, I spoke with Panetta. He had reviewed my memo and again indicated that he felt my ideas had merit. He said he would be reviewing the matter again with the president, who had to leave shortly to fly to Arizona. Later in the morning, Panetta called to inform me that the monument would be announced. He detailed the conditions of monument designation, which gratefully incorporated some of the suggestions that I had made relative to water and wildlife access and regarding the planning process with local and state participation. On September 18, 1996, President Bill Clinton stood at the north rim of the Grand Canyon in Arizona to declare the creation of the Grand Staircase-Escalante National Monument in Utah. It consisted of 1.7 million acres of land in Garfield and Kane Counties. No member of Congress, no local official, and no state official from Utah was invited. There is some evidence my early morning call with the president was not ignored. In a personal interview with Brad Barber, John Andrews, and Kevin Carter, Brad relayed what he had been told by John Leshy, the general counsel at the Department of Interior, about the president’s reception of the memo and how that impacted the monument declaration. In Brad’s words: “John Leshy was on Air Force One with the president. They were working on the declaration as they flew to Arizona. They received the governor’s memo on Air Force One and were literally changing the proclamation to touch valid points he made in the memo.”(3) Public Lands, Unsettled Aftermath Congressional investigations, court challenges, hearings, and subpoenas followed in the wake of the monument designation for months afterward. The more that was learned, the more appalling the process abuses seemed. Information gained in various investigations demonstrated with clarity that the work on this effort had been done at the Department of Interior and then transferred to the White House’s Council on Environmental Quality office. The work at Interior was concealed and even denied. Confidentiality is an important part of deliberation. However, the undertaking of a public action this consequential with no public input or notice violates the very essence of an orderly democracy. Even when the existence of the proposal became known, officials with intimate knowledge of the details flatly denied anything was happening. It was disheartening to observe deception used in this way. Did they lie? Yes. However, in Washington, D.C., unless you are testifying under oath, this kind of untruthfulness is considered to be in the category of a head fake by a running back making his way down field. Nobody was operating under oath at this point. There was clear dishonesty, complete with motive. Proposals coming from agencies and departments are subject to congressional oversight under the National Environmental Protection Act (NEPA). Proposals from the president—the White House—are not. So, it was critical to the success of their secret plan that they give the full impression that it was a presidential proposal. Additionally, in 1976, the nation made an important public policy decision when Congress passed the landmark Federal Land Policy and Management Act (FLPMA). It required great deliberation and careful process in determining how public lands would be used. That act and other related legislation contains protections for state and local communities. The Clinton administration circumvented both of those laws and safeguards by using the Antiquities Act, a neat trick which allows a chief executive to unilaterally create a monument in what has become an increasingly brazen abuse of power. “The White House wanted to protect a pretty large area, to put the industrialization issue to bed, to stop the possibility of coal development.” The Antiquities Act of 1906 was originally intended to provide emergency power to protect Native American artifacts and objects of historic and scientific importance, not to create sweeping monuments of a million-plus acres, with minimal regard for the relationship between the land and the local economy. The Act specifically states, too, that the area set aside for protection must in all cases be “confined to the smallest area compatible with the proper care and management of the objects to be protected.” Our system of government was constructed to prevent one person from having that much power without checks or balances from another source. The Antiquities Act also has a downside. What one president can do with a pen and a podium at the North Rim, another can undo or unravel. This indeed occurred when Donald Trump assumed the presidency in 2017 and proceeded to downsize both Grand Staircase and the newer Bears Ears National Monument that was created by Barack Obama in his final twenty-three days in office in 2016. Joe Biden, in turn, restored the original boundaries when he succeeded President Trump in 2021. Congressional action, had it not been preempted by executive overreach, would have required more time and debate. It also would have provided a solid, enduring foundation. In time, the truth came out—sometimes under subpoena for congressional hearings; other times in former officials’ own self-interested recollections in interviews about the undemocratic process that occurred. Interior Department Solicitor John Leshy revealed the primary motivation for the monument eighteen years after the fact in an interview he gave the Southern Utah Oral History Project about Grand Staircase, telling interviewer Marsha Holland that he was asked by CEQ Chairman Kathleen McGinty to put the monument proposal together. “Katie’s instructions to me on size were rather general; the White House wanted to protect a pretty large area, to put the industrialization issue to bed, to stop the possibility of coal development,” he said. With no apparent awareness of the irony, Leshy noted a bit later in the interview, “Other than preventing mineral-based industrialization, we wanted to avoid unnecessary conflicts.”(4) In emails and memos obtained by the House Resources Committee after the fact, McGinty essentially states that the benefits of the monument designation were more political than environmental, and that the lands within the monument boundaries were “not environmentally threatened.” “I’m increasingly of the view that we should just drop these Utah ideas. We do not really know how the enviros will react and I do think there is a danger of ‘abuse’ of the withdraw/antiquities authorities especially because these lands are not really endangered,” McGinty said in a March 25, 1996, email to a colleague, six months before the monument announcement. The administration’s obsessive secrecy was documented multiple times: once in a letter from Leshy to Charles Wilkinson, the University of Colorado law professor who helped draft the proclamation. Leshy stated, “I can’t emphasize confidentiality too much. If word leaks out, it probably won’t happen, so take care.” Another time it was reinforced in a memo from McGinty, to another official at the White House. That one warned that “any public release of the information will probably foreclose the president’s option to proceed.”(5) All in all, there was a deliberate strategy of dishonesty. Confidentiality per se is not dishonesty, but pretending to not know, when you have clear knowledge, is. Lemonade from Lemons: A Management Plan and Land Exchange The Grand Staircase Monument declaration was conceived of and carried out as a means of consolidating Bill Clinton’s standing among voters who cared deeply about environmental issues. It had the impact they intended. Clinton was reelected, defeating Senate Majority Leader Bob Dole. I also won reelection. Ironically, the controversy likely helped my standing, too. It strengthened my support in rural areas, like Carbon County, where Republicans rarely win. I was the first statewide candidate in Utah history to win every county, garnering nearly 75 percent against Salt Lake County Commissioner Jim Bradley. Bill Orton, a four-term congressman who was Utah’s only Democrat member of Congress at the time, was defeated by Chris Cannon. His district included most of the monument.(6) With the Clinton Administration in place for a second term, the political dynamics that fueled the monument and subsequent land exchange were suddenly less prominent. This was a time when the Clintonites needed to finish what they had started. In early February of 1997, I attended the National Governors Association mid-year meeting in Washington, D.C., and arranged to see Bruce Babbitt privately as part of that trip. My purpose was to follow up on the accommodations the president made during our early morning call in September 1996, and to measure whether Babbitt was willing to shift into problem-solving mode. I had two objectives in mind. The first was to establish state and local government participation in the creation of a management plan for the new monument. My second and most pressing item was to test Babbitt’s willingness to have a serious discussion about a land exchange involving school trust lands that were within the boundaries of the new monument. I sensed an opportunity. Through the week, I had conversations with Babbitt both in his office and as part of various meetings at the White House. I gained Babbitt’s assurance that local and state government officials would be allowed to participate in the creation of the monument management plan. I restated my commitment to deploy our best resources and to do all I could to make it successful. Babbitt and I also agreed to begin exploring an exchange proposal. Specifically, we concluded to have my public land team of Brad Barber and John Harja meet with Geoff Webb, who had been a leader of the Grand Canyon Trust prior to joining Babbitt at the Interior Department in Washington. Their meetings would develop a plan of exploration. Both Babbitt and I sensed a window of opportunity and intuitively knew we had to move boldly to capture it. Development of a Monument Management Plan When a president issues an executive order or Congress passes a law, the words of the document essentially frame the required actions. Normally, these documents do not get into the details of execution; those provisions are delegated to various departments of the executive branch to work out the gritty details. What happens in that process has profound effects at ground level and is really what determines the future of the required actions. County governments and others were still furious. Litigation was a certainty. However, I knew the Clinton administration strategy would be to move quickly. They needed to have the national monument fully implemented within three years, and Utah’s local and state government needed to be at the table. The document containing these plans was to be called the Monument Management Plan. President Clinton and Secretary Babbitt kept their commitment to involve state and local government involvement, and I lived up to my commitment as well, ordering state agencies to engage, and to be productive collaborators. Local governments grudgingly participated but pushed forward with the litigation. Because I felt the Clinton Administration was working on the management plan in good faith, I declined to allow the State of Utah to be a party to the litigation. This was viewed by local governments and many conservatives with suspicion and disappointment. However, I felt the state’s involvement would result in little gain and would diminish any chance of achieving a rational management plan and a land exchange. I will not provide details of the management plan development process. Jerry Meredith, a career Bureau of Land Management (BLM) manager, was appointed to head the process. I always found him to be fair and collaborative. He had gotten along well with Utah government officials and local citizens but now had to endure the newly stoked wrath of people mad about the monument process and the past. He ran the planning operation out of the Cedar City, Utah, BLM office. The process followed the pattern of many collaborative discussions. It was often tense, but over time, relationships began to form, and the hostility tempered some. A Land Exchange Clearly one of the most difficult issues in the management planning process was how to resolve issues related to school trust lands located inside the monument. This was sticky for both the state and the federal government. A bit of background: School trust lands are sections of land that were granted to the school children of Utah at statehood by Congress, with the provision that revenues earned from the sale or lease of the land be placed into permanent endowments for twelve specific institutions, primarily public education. When Utah became a state in 1896, the federal government granted Utah’s school children two sections of land out of every thirty-six sections across the entirety of the state. On a map, the school parcels show up as a patchwork of squares across the state. At statehood, these lands constituted over nine percent of the total land mass of Utah. To illustrate size and quantity, Figure 1 is a map of Emery County, with small boxes representing trust land parcels arrayed across the county. Similar grants were made to other states when their statehood was established. The idea was formulated by Thomas Jefferson under a constitutional doctrine intended to ensure that children in the new nation would be educated. Utah’s school lands exist within lands managed by the Forest Service, the BLM, and National Park Service, and are administered by the state’s School and Institutional Trust Lands Administration (SITLA). Created in 1994 by the Utah Legislature, SITLA manages 3.4 million acres of trust land, generating revenue through energy and mineral leases, rent, and royalties; real estate development and sales; and surface estate sales, leases, and easements. SITLA deposits all proceeds into permanent endowments for each beneficiary. Since 1994, SITLA has generated $1.96 billion in revenue to help grow all permanent funds to $2.5 billion.(7) To say the school trust lands presented a conundrum in the wake of the Grand Staircase designation was a considerable understatement. I was committed to resolving it. At our February 1997 meeting, Bruce Babbitt and I agreed that once the monument planning process had been initiated, we would begin to informally look at the prospects of a land exchange as a means of resolving the school trust lands issues. We both viewed such an arrangement as separate from the planning process. Finding a way to trade the school lands for something outside the monument would be the best solution. So, once management planning got under way, our thoughts turned toward the exchange. The process was not starting completely from scratch. During the term of Governor Scott Matheson, a process had been initiated to identify school trust lands that could be traded for federal land. For example, if there was a piece of federal land on the edge of a city that could be traded for a piece of land within the boundary of a national park, such a trade would advantage both the federal and the state-local interest. The operating theory is that a city could develop the land, putting it to good use. In turn, the federal government could shield lands situated within the national park from development. Governor Matheson called his process Project BOLD. Land trade proposals were made, but differences of opinion among appraisers always prevented the consummation of meaningful transactions. Based on Matheson’s uncompleted work, once again in 1993 federal legislation was passed by Congress outlining a process to exchange school trust lands within national parks for other federal lands. These lands were referred to as “inholdings.” However, by the spring of 1997, it was clear this inholdings process was going to suffer the same failed fate as Project BOLD. It had become mired in the same morass of valuation disputes among state and federal appraisers. In the process of pursuing an exchange under the 1993 inholdings bill, a team from the School and Institutional Trust Lands Administration—which included senior, mid-level SITLA executives Kevin Carter, Jim Cooper, and John Andrews—had developed detailed proposals on the land they wanted, and the land that would be appealing to the federal government in exchange. Brad Barber and John Harja had worked closely with the SITLA team in this process. Circumstances Align for Action For large master strokes to occur in public policy, it takes more than a good idea based on sound logic. Unique circumstances must produce a “magic moment” where seemingly impossible things become possible. During the months after the 1996 election and my February meeting with Secretary Babbitt, I had begun to see the potential for a magic moment to occur in the form of a large land exchange. It was like standing next to a table where a large, scattered series of jigsaw puzzle pieces sit. Initially, you notice how one or two of them might fit together. Once you successfully link those pieces together, it becomes clear where others fit. Within a short time, you have a vision or plan to accomplish something quite transformative. At the time, I may not have articulated every element of why we believed a historic land exchange could happen. However, I believed it was the right thing to do, and we were willing to try. In retrospect, I believe six different conditions aligned that made a magic moment possible: Common Pain Rich McKeown and I wrote a book titled Finding Allies, Building Alliances, which discusses the elements that must exist for problems to be solved collaboratively. The first necessary element is “common pain.” Successful, collaboratively solved problems always have a reason people are energized enough to do hard things together. Without this energizing purpose, the parties will devote their energy units and resources to something else. Common pain and purpose existed here. The Clinton Administration needed to develop a management plan for the new monument. The existence of school trust lands inside the monument made life complicated for both the state and the federal governments. Kevin Carter, Jim Cooper, and John Andrews of SITLA made a point to remind federal land managers at every opportunity that the school children of Utah owned land within the boundaries of the monument. They perpetually spoke out about the need for roads sufficient to service the development they planned. Kevin told me later: As an agency, we participated in every one of those public hearings. And our message was consistent. ‘While you’re doing your planning, make sure you plan a road into every school section, because we’re going to demand access, that we legally have, into those school sections and we are going to develop every one of those inside the monument.’ I’m sure they [the federal land managers] got the message. Monument planners did not want to deal with hotels and recreation businesses, mining, and agriculture within the monument. It is doubtful to me whether the state could enforce a right-of-access. The threat was political. Clinton’s term as president would be ending in less than three years, and at that point there was a chance another administration could have taken a different direction. There was equilibrium of risk and benefit to resolving the issues by getting the school trust lands out of the monument. Put another way, both sides felt the capacity the other side had to complicate their lives, and both sides were motivated. Conveners of Stature Committed to Getting Something Done The second requirement McKeown and I wrote about in Finding Allies was the existence of “conveners of stature.” Bruce Babbitt and I played that role. Prior to becoming Secretary of Interior, Bruce Babbitt had been governor of Arizona. Not only did he understand the frustrations I had as a western governor, but he had also been close with Scott Matheson while Matheson was working to negotiate Project BOLD, and Babbitt knew of Matheson's frustration. Furthermore, Babbitt had worked on getting land exchanges done in Arizona while he was governor. He had spoken to me and others directly about how unproductive the process had been. Another important component related to our success was the fact that Babbitt and I had built a personal relationship of trust. Our relationship had been tested and tempered by difficult situations. When local Utah governments sued over the creation of Grand Staircase, I refused to allow the state of Utah to be party to the suits. I made that decision because I did not feel the case would succeed, and while I was as angry as anybody else, I knew the moment would come where I would need to work with Babbitt going forward. If I involved the state of Utah, it would damage the trust between us. Likewise, I had worked productively on other problems and tried not to behave in a partisan way. Babbitt and I were aligned as conveners of this process. The fact is, we liked each other and had a highly respectful relationship. Both of us were motivated to get something done. In the end, Babbitt’s willingness to lean forward on the federal side made all the difference. Congressional Champions Sound proposals often fail to gain any traction in Congress. Congressional champions are an absolute necessity for ideas to gain a place on the congressional agenda. During the period the Grand Staircase Monument played out, the national government was divided between Republicans and Democrats. Republicans controlled Congress and Bill Clinton, a Democrat, was president. In the Republican-led Congress, the most important person to this deal was the chairman of the powerful Natural Resources Committee in the House of Representatives. It was no small irony and a huge factor, in my opinion, that we could get a deal done because Jim Hansen, congressman of Utah’s 1st Congressional District, was that very powerful chairman. Likewise, Senator Bob Bennett was a senior member of the Senate’s Energy and Natural Resources Committee. Senator Orrin Hatch was also one of the Senate’s most powerful committee chairmen. Utah had never had more congressional influence. A President Willing to Sign a Bill into Law It should be acknowledged that President Bill Clinton had enormous respect for Scott Matheson. They had served together as governors. Though Scott Matheson died in 1990 just before Clinton launched his quest for the presidency, the Matheson family had supported Clinton early. President Clinton spoke of Matheson often when we were together and was aware of Matheson’s disappointment in failing to pass Project Bold. Clinton seemed conscious of the ham-handedness that was used in creating the Grand Staircase National Monument, and he was supportive of Babbitt’s efforts to finish the job. But, no matter Clinton’s motivations, the signature of a president on the legislation was necessary, and as we contemplated moving forward, getting that signature was clearly achievable. An Achievable Pathway The 1993 legislation authorizing the negotiations between states and the federal government on inholdings was based on finding lands of comparable value. This had to be done by having appraisals made of land values and trading lands according to their perceived worth. Appraising public land of the nature we were dealing with is extraordinarily complex. Value is a relative thing, and the federal government did not always value the land in economic terms. Assigning an economic value to aesthetic beauty, rarity, or historic past is a highly subjective process. This was the thing that had frustrated then-Governor Babbitt the most in negotiating in Arizona. John Andrews of SITLA confirmed the ongoing problem with appraisals during the inholdings process: We were fighting over appraisals. The parties were miles apart and the exchange had an out-clause that allowed the valuations to be litigated, and it was headed for litigation. This was an absolute roadblock. The leadership of the BLM side let their appraisers control the process. We later heard from Secretary Babbitt that he enjoyed kicking the appraisers out of the room because it had caused such a logjam. It was clear that process was failing. Babbitt and I both believed land-for-land swaps, informed by supporting data, was a far more reasoned way to approach these problems. This was a critical difference from previous land exchange failures. We were able to align on a common vision of what success would look like. It would be a land-for-land exchange that was populated by information about values (measured in various ways) but not a mathematical exercise of matching dollars. A Giant Head Start in Developing a Fair Proposal Land exchange activities had been sporadically occurring for several years between the state of Utah and various federal agencies. While the inholdings negotiations were fruitless, they had caused managers on SITLA’s negotiating team to develop detailed inventories of opportunities for exchange. Kevin Carter, Jim Cooper, and John Andrews were highly respected as members of the team of local and state officials I brought to the table. They had respectful relations with the federal agencies. When crunch time came, everyone respected their opinions enough to accept their proposals as a starting place for the negotiations. The years they spent studying the lands and thinking about the various types of value that needed to be considered made it possible for the process to move with the required speed. My own public lands team of John Harja and Brad Barber also knew the state lands inventory well. They had participated in the development of the proposal that Carter, Cooper, and Andrews put together and had great confidence in it. Therefore, we knew that an effort to get a deal would not start from scratch but would benefit from the frustrating efforts of the past. The Pressure to Get Something Done, Now Political opportunities dissipate quickly. It was evident to me that we needed to move quickly or this effort would fail. Once the management plan started in earnest, it would begin to affect things. Likewise, there would be another presidential and congressional election in two years, and as Clinton’s term started ticking to an end, action would be harder to muster. The Process Unfolds The meetings Secretary Babbitt and I held in Washington, D.C., in February 1997 accomplished both of my objectives. My first priority was to affirm the secretary’s willingness to have local and state government representatives directly involved in the development of the management planning process. It may seem odd that it was even a question, but national environmental organizations actively opposed the idea. I was reassured by his commitment. As for the second priority, Babbitt signaled a willingness to explore the land exchange involving school trust lands within the monument, and meetings were set to have Brad Barber and John Harja meet with Geoff Webb to discuss ideas. Some weeks later, Brad and John spent multiple days with Webb in New Mexico, reporting back that they had developed a plan under which both my office and the secretary’s office would appoint personal representatives to begin inventorying opportunities for the land exchange. I agreed to the plan and promptly appointed Barber and Harja as my representatives. Geoff Webb and Molly McUsic would represent Babbitt. A short time later, Babbitt and I both reviewed the proposal and approved it. It was our expectation that this would not be a mapping exercise; we wanted this discussion to take place on the actual land. We wanted both teams to visit key areas in question and develop logic as a group. We also committed to keep the deliberations completely confidential. Brad and John were fully aware that the troika of Kevin Carter, Jim Cooper, and John Andrews at SITLA had been working on possible components of an exchange for several years by virtue of the inholdings legislation in 1993. At various times, Brad and John brought the SITLA team into the discussion to seek their advice on various pieces of land. As time progressed, Kevin, Jim, and John Andrews became more and more involved and accepted by Geoff and Molly as an intricate part of the negotiations. Both Geoff and Molly were extraordinarily capable, but they had the disadvantage of focusing on these lands only periodically as they made repeated trips to the state over many months. As the two teams worked together through the balance of 1997, three things became clear: First, we could not succeed unless this became a land-for-land exchange. The appraisal process prescribed in the 1993 Inholdings Act was producing failure. Second, the opportunities inventory that the SITLA team had created provided an important starting place for our negotiations. Lastly, working together we could resolve many more issues than just the school trust lands inside the new monument. We needed to construct the proposed trade in a way that was sensitive to the particular concerns of both environmental interests and local government priorities. A Blockbuster Agreement As the negotiating group developed momentum and trust, the process shifted into problem-solving mode. What started as a small, monument-only exchange began to morph into a blockbuster agreement that could solve problems and create opportunities statewide. When the negotiations were concluded, this is what the deal looked like: The State of Utah would give up: 376,739 acres of state school trust lands, including: 176,000 aces within the boundaries of Grand Staircase-Escalante National Monument 80,000 acres within Arches and Capitol Reef national parks, Glen Canyon and Flaming Gorge national recreation areas, and Dinosaur National Monument 47,480 acres within the Goshute and Navajo Indian reservations. 70,000 acres within eight national forests and the Desert Range Experimental Station 2,500 acres within the Alton Coal Fields in Kane County that had previously been designated unsuitable for mining. The state also agreed to give up mineral rights on an additional 65,852 acres of state land. The Office of School and Institutional Trust Lands also agreed to drop its lawsuits over the Grand Staircase inholdings and lost coal developments there. The state school trust fund, in return, would receive: • $50 million in cash. • $13 million to be generated from the sale of yet unleased coal in the Cottonwood Tract in Emery County. • Mineral rights to more than 160 million tons of coal in Carbon and Emery counties. • Rights to 185 billion cubic feet of coal bed methane in Carbon and Emery counties in what is known as the Ferron Field. • 2,000 acres of limestone deposits in Millard County. • 4,000 acres of oil and gas properties in Duchesne County. • 2,600 acres of tar sands in Uintah County. • The Blue Mountain Telecommunications Site in Uintah County. • The 3,000 acres on which Beaver Mountain Ski Resort sits, as well as adjacent lands that could be developed into condominiums. • More than 47,000 acres of developable land in Washington, Kane, and Garfield counties. The proposed exchange was reviewed with Babbitt and me individually and by our respective teams. I had been briefed periodically along the way. I presume the same was true for Babbitt. One provision was added: Babbitt and I agreed that this had to be approved by Congress within seventy-five days or the deal was off. Meeting this schedule would require us to push for speed on every front. We knew without speed the deal would be second-guessed and picked-at by everyone. Duties for selling the deal to various constituencies were split between the Governor’s Office and the Secretary’s office. My office would manage notification of local governments, legislators, and members of Utah’s congressional delegation. Babbitt and his teams would deal with the White House, Democrat members of Congress, and interested environmental groups. A meeting was scheduled in Moab on May 7, 1998, with the State Institutional Trust Land Board. Rulon Gill was the chairman. He had been constantly notified of our progress and was supportive. He had already helped navigate some sensitive interpersonal dynamics between the federal team and SITLA. Kevin Carter, John Andrews, and Jim Cooper, who had originated much of the proposal, gave the SITLA board background on the proposed deal. After they had an understanding of the proposal, and the process we followed, the SITLA Board endorsed the proposal. This was vitally important because it deflated the inevitable attacks of “we didn’t get enough.” The next morning, Friday, May 8, 1998, at the Governor’s Mansion, we met to sign the deal. The two teams were there. It was a festive mood, but we knew the hard work of getting people on board was just beginning. Notifying Officials Immediately after signing the agreement, I started making confidential calls to members of the congressional delegation. Jim Hansen was the first and clearly most important call. Jim was surprised and not happy. As chairman of the House Natural Resources Committee, he naturally thought he would be involved in the negotiation of this deal, not surprised out of the blue by the governor of his own party. I understood why Jim was unsettled. I asked that he reserve judgment until he had reviewed the deal and spoken with the SITLA Board. I was grateful to tell him they had unanimously endorsed the deal. I told him that we did this deal with the confidence that his role in the process would make it possible. It could not happen without him, and it was very important to the state of Utah. Jim had begun to gather himself by then. He was gracious, but I knew we still had work to do. Bob Bennett and Orrin Hatch were rather pleased to hear about the progress. They assured me of their help and support. Congressman Chris Cannon, who was also on the Natural Resources Committee, and whose district included many of the most affected counties, responded skeptically at first. It was Cannon who had ousted Bill Orton amid the voters’ retaliatory mood against the Clinton Administration over the monument. Later Wednesday afternoon, I asked the Utah Association of Counties to organize an emergency meeting of their members at the Juab County offices in Nephi the following Saturday. It was a central location, though many of the members had to drive two to three hours to get there. No single group felt more aggrieved by the declaration of Grand Staircase than Utah’s county officials. And no single group held Bruce Babbitt as Secretary of Interior (and all other federal officials) in lower esteem. Though I had been able to maintain friendly relationships with most of them individually, their ongoing struggle to manage their county’s finances and politics sometimes made our relationship tenuous. Clearly, this was another surprise they did not see coming. First the monument, and now a major land transaction affecting their counties. I honestly felt this proposal should be seen by the commissioners as an important victory and a giant step forward for the state. However, the surprise of the announcement made it difficult for them, and they were intuitively cynical. Another factor in their reaction was their perspective on the land. To the state school trust officials, this was a profoundly important moment. They were the recipients of what we estimated to be more than one billion dollars of value for the schools. Counties do not have responsibility for schools, but they do struggle to keep the tax bases of their counties strong. They saw the school trust lands as a critical economic resource. Just the sound of removing 379,000 acres of school trust land from productivity sounded bad. I began to describe the nature of most of the land we had given up in the exchange. It was not rich in minerals or opportunity. However, it was rich in beauty and antiquities. I then began to review, one at a time, the county-by-county sweeteners we had put into the proposals. There was not something for every county, but something for most. One colorful exchange characterizes the conversation overall. I had just explained to the Millard County commissioners that as part of the exchange we had received 2,500 acres of property that could be used for limestone mining. One of the commissioners, an outgoing woman named Lana Moon, complained that we should have gotten more acres. Lana Moon was a friend of mine. I found her response a bit exasperating. I said, “Lana, occasionally my father would send me out to buy something, and it seems like no matter how good a deal I got, Dad felt like he could have done better. This is an extraordinary package,” I said. Lana turned around and, in a stage-whisper, said, “We should have sent his dad.” The room erupted in laughter, including me. The banter seemed to break the tension and the room warmed up. We shifted to unveiling the sweeteners we had for each of the counties. County government officials were an important constituency. They have the ability in the rural areas of the state to drive public opinion. They are also close to Utah’s congressional delegation and state legislators. While they did not receive it warmly, I believe they reacted mostly to the unexpected nature of the announcement. Most of them were still suffering a political version of post-traumatic stress disorder brought on by the Grand Staircase National Monument. Before the meeting was over some of the commissioners began to gain some perspective on the proposal. Beginning immediately after the county commissioner meetings, I spent much of the day on the phone with members of the state legislature and school communities. I started with legislative leadership, then to legislators from affected areas. Most of them were members of the House of Representatives. One I knew would be angry was Tom Hatch, a legislator from Garfield County, home of the Grand Staircase Monument. I considered Tom to be a very good friend. He was well respected by his legislative colleagues. As I expected, Tom Hatch was extremely unhappy. In fact, angry is a better description. His anger, and the feelings of other rural legislators, reflected the betrayal they felt by the federal government. This surprise reminded them of the last unexpected blow. As a group they were still very much of a mind to strike back. They harbored the hope and belief that somehow, through the courts or a political change, they could reverse the Grand Staircase. I did not share their view. Tom Hatch told the Deseret News, “We’ve been sacrificed in the deal.” The article continued: “It may be a good swap for Utah, Hatch says, ‘But for the people in this area—we’re really getting the shaft. We’d always hoped we could leverage those trust lands for the benefit of our local economies. What the governor has done has taken that opportunity away forever.’”(8) Most of the legislators just wanted more information as they tried to figure out whether this was a good outcome for the state. School officials tended to be more positive and optimistic. The most welcome diversion of the usual pattern came from the environmental groups such as the Southern Utah Wilderness Alliance, which expressed outward support. This was likely a somewhat coerced response by virtue of Babbitt’s involvement. It was undoubtedly the only time in my eleven years that they expressed positive support. On Monday, we made a formal announcement at the Governor’s Mansion. Secretary Babbitt and his team were there, as well as the entire congressional delegation, school leaders, and state legislators. We had planned on an outdoor ceremony, but a spectacular thunder and lightning storm pushed some of the proceedings indoors. We signed the documents. It was big news, and we told our story well. Over the next few weeks, stories about the reaction of various people and organizations flowed into public discourse. My position was well summarized when I testified on June 26, 1998, at a Senate Energy and Natural Resources Committee hearing on the proposed exchange: For nearly 70 years and through the administration of 12 Presidents and nine governors, the federal government and the state of Utah have struggled with the management of these lands. This legislation presents a rare opportunity to resolve this struggle.(9) Under the memorandum of understanding, legislative action was required in seventy-five days. We had to move swiftly, and for that to occur, Utah’s members of Congress had to do the heavy lifting. They were unified and cooperative. History owes great credit particularly to Congressman Jim Hansen and Senator Bob Bennett. Literally no other member of Congress could have accomplished passage of this bill through the House of Representatives other than Jim Hansen. As chair of the Natural Resources Committee, he was able to schedule hearings and arrange floor time for this measure. This was, of course, part of our calculus as we contemplated the possibility of success. The summary of the bill’s status drawn from the Congressional Record shows that H.R. 3830 was referred to the House Committee on Resources on Tuesday following the Friday announcement. This is less than one week after Jim Hansen learned of the agreement. Jim Hansen marched this bill through the House of Representatives like no other person could have. By June 25, H.R. 3830 was in the Senate Committee on Energy and Natural Resources Committee, chaired by Larry Craig of Idaho with Utah Senator Bob Bennett, shepherding its every step.(10) Though the final vote in the Senate was delayed by a hold placed by Senator Dale Bumpers of Arkansas as a tactical move to get something he wanted and needed, it was approved by the Senate on a voice vote on October 9, 1998. We had hoped for a grand bill signing at the White House, but it is worth remembering this was during the midterm elections and everyone was focused on their final push. However, Bill Clinton signed the bill into law October 31, 1998. The historic Utah Land Exchange became law. The Conclusion of the Monument Planning Process Throughout all the twists and turns of the land exchange, the monument planning process was proceeding as well, and grinding toward conclusion. After months of discussion, hearings, and meetings of the planning group, I did get one last opportunity to affect the outcome. In the spring of 1999, Bruce Babbitt, his general counsel John Leshy, Geoff Webb, and Molly McUsic, came to Utah for the purpose of seeking the state’s agreement on the management plan. His effort was both magnanimous and practical. I think we wanted to honor the collaborative relationship we had developed after a most-uncollaborative monument declaration. He also wanted to minimize the risks that come with ongoing litigation. The purpose of our time together was to give my team and I a chance to shape the final version of the monument plan in exchange for an agreement not to litigate and challenge the plan in court. Both sides had a list of issues. They had been prioritized in meetings between our teams. We concluded that spending a day together on the land that constituted the monument would be the most productive way of resolving matters. I arranged for a Utah National Guard helicopter to fly us from place to place within the monument so we could see the land as we discussed it. It was both exhilarating to see the land’s beauty in such a unique fashion, and constructive to ensure we were both seeing the same picture. At the end of our day, the helicopter landed at my family’s ranch in Loa, Utah. After we slept, we met in the family home around a dining room table to negotiate our differences. It was a fitting place to hold such a discussion. Loa is surrounded by BLM and Forest Service land. Capitol Reef and Bryce Canyon national parks are both an hour’s drive, and the Grand Staircase National Monument sat just across a mountain range to the south. Several times during the day we had to take breaks because of the intensity of the discussion. Both sides were resolved to find a solution, but we represented two different perspectives. During the first break, Babbitt and I walked the four miles around the family farm. On the second break, we walked through the middle of the town of Loa. Each walk seemed to reenergize our resolve, and by the end of the day, we found solutions to the remaining issues. It took several more months to satisfy the administrative rule process.(11) The Economic Value of the Exchange There is a core inequity that exists between the way the states with large percentages of public land were treated at statehood. As previously pointed out in this chapter, when most states were established, nearly all the land was, in one form or another, converted to private ownership. In western states, like Utah, most lands were reserved for public ownership. This inherently disadvantages the economy of public land states. Those who defend the policy of large portions of the country being reserved for public use reasonably argue that there is no “inequity.” They point out that we are all citizens of the United States. People are free to live where they will, and we all benefit from the public lands in non-financial ways. However, it is hard not to ponder what interior states like Utah would look like if only area of great natural beauty or cultural significance had been reserved—but I digress. This land exchange swapped land that the State of Utah was given at statehood—most of which could not be used—for cash, future mineral royalties, and land that we could use. A key to making the deal happen was not assigning specific values to each parcel of the land. However, looking back after about twenty-five years, what was the value of the deal to Utah’s school children and other purposes the money was designated for? While the social, educational, and communal effects of these exchanges are impossible to measure, I requested an economic impact analysis of these land exchanges twenty-five years after the transactions. The analysis was done by professionals from the State of Utah School and Institutional Trust Lands Administration. Their assessment measured (a) the initial cash consideration, (b) lease and royalty payments realized to date for mineral and surface rights, (c) sales of past property divestitures, (d) the current value of property retained by the state, and (e) the present value of projected income from ongoing lease agreements. In total, the estimated value of these elements is between $1.15 and $1.35 billion in 2023 dollars. Other Land Exchanges While no public lands achievement compared in size, scope, intensity, and consequence to the Grand Staircase−related land trade, there were ongoing land and environmental initiatives, disputes, successes, and failures throughout my service as governor. The West Desert Land Exchange In 2000, a much smaller land exchange between the federal Bureau of Land Management and the state School and Institutional Trust Lands Administration was implemented through an amendment to the National Defense Authorization Act. This was a Jim Hansen effort extensively.(12) He was not only chair of the House Natural Resources Committee but also a member of the Armed Services Committee. His roles on both committees played an important part in getting this later exchange done. The bill swapped lands in a way that provided value to both the BLM and SITLA. However, it also provided some important protections to the Utah Test and Training Range, a military asset important to the ongoing viability of Hill Air Force Base. San Rafael Swell Two years after our successful land exchange in 1998, a new president was elected. George W. Bush, the former governor of Texas and a good friend, took control of the executive branch. Bush appointed a Colorado lawyer, Gale Norton, as Secretary of Interior. Given our success working with a Democrat president, it was not unreasonable to think we could get something done with a Republican president. I developed, along with our land team, the idea of proposing a new national monument in the San Rafael Swell area of south-central Utah. It is a relatively small area but contains some of the most beautiful land on planet Earth. I felt it needed to be protected and preserved. It also bothered me that Republicans were always on the defensive when it came to environmental issues. So, we proposed the creation of the San Rafael National Monument. In that context, we proposed a land exchange to settle the inholding issues in advance rather than in the end. While official monument status would have required an act of Congress and was clearly a long-term project, the land exchange was a good way to draw attention to it and get the ball rolling. The exchange we proposed would have allowed Utah to acquire 137,000 acres of federal land in exchange for 108,000 acres of scattered Utah school trust lands that were inside the proposed national monument. This proposal illustrates how the politics of land exchanges and other issues play out. The exchange made great sense for both the federal and state governments. It would have protected some fragile and important land. However, it had enough opposition from environmentalists, government employees, and others to kill the exchange. Why did the large complex land exchange we did in 1998 happen in less than six weeks, and a much smaller, less complex exchange fail? There are important lessons here. First, the San Rafael exchange involved dueling appraisers who took ridiculous positions. I think it was a strategic mistake to have more acreage proposed for state control. It created natural suspicions that the state was getting a superior deal. Second, in 1998 we had Republicans and Democrats cooperating to produce the ultimate outcome. In 2002, Republicans controlled both the federal government and state government. Democrats and agency employees claimed the land being traded to the state contained valuable archaeological sites, prehistoric fossils, important habitat for wildlife, and endangered plants and fish. The truth is they were simply suspicious of an all-Republican deal. Important lessons can be learned from this failure. For example, bipartisanship is nearly always required for complex deals such as the San Rafael land exchange to work. Without two parties serving as assumed checks and balances, the required trust does not exist. This also shows the irrationality of using competing appraisals. My Environmental Philosophy—Enlibra Over the nearly eleven and a half years I served as governor, there were more land initiatives that failed than succeeded. For example, I made six different attempts to gain traction with a moderate wilderness bill. All failed. Each one focused on developing more flexible ways of managing public lands. After I had left office as governor, a small wilderness bill sponsored by Senator Bob Bennett did succeed in setting aside a small amount of land, mostly in southern Utah. I spent a lot of political capital and time seeking to solve a problem that still exists on RS 2477 roads that cross federal land. Each effort made us smarter, and if I had another term as governor, I think progress could have been made on the road issue. However, one thing all those experiences dealing with environmental issues produced in me was a well-defined environmental philosophy. Public land issues were only one version of conflicts over the environment. I dealt with water issues, air issues, contamination issues, and numerous others. Consistently, people have very different views on mankind’s relationship with the earth and how best to care for it. People tend to polarize quickly along political and ideological lines, and then dig in. I have often told the story of seeing two bumper stickers in the same day. One said, “Earth first, we’ll mine the other planets later.” The other said, “Save the Earth, kill yourself.” One would think there is a better way in the middle, but environmental issues are almost always debated at those polar extremes. When problems are solved, it happens after the two sides have collided for years. Once neither side has an ounce of blood and treasure left, they compromise in a place located in the common-sense middle that was obvious from the beginning. The political left has adopted the label “environmentalist” as the single word that describes their philosophy. The right proudly references their philosophy as “pro-growth.” It always troubled me that there was no word or phrase that coalesced the people who wanted to be in the common-sense middle, supporting balanced solutions. The Democrat governor of Oregon, John Kitzhaber, and I, were in very different places politically on most subjects, but we found it peculiar how often we agreed with each other on environmental issues. Both of us saw ourselves as interested in balanced, practical solutions that incorporated aspects of both environmentalist doctrines and pro-growth dogma. We concluded to go through an intellectual exercise to see if we could find a word that symbolized the balance we sought. We also set about to develop a set of principles that would articulate the philosophy of a person who stood ideologically between the far-left environmentalist and the far-right pro-growth advocate. I think Governor Kitzhaber would likely agree in retrospect that I put more energy into this project than he did. However, he was genuinely interested, and both of us knew that having a well-known liberal Democrat and a defined conservative Republican was key to having these ideas ever gain much traction. So, we worked hard to find principles we could both agree with. Truthfully, the two of us had hopes that our word and these principles would catch on and that we could stimulate more balanced political discussion. In time, we arrived at eight principles that defined our mutual view of what a balanced environmental philosophy looked like: National Standards, Neighborhood Solutions:  Assign responsibilities at the right level. Collaboration, Not Polarization: Use collaborative processes to break down barriers and find solutions. Reward Results, Not Programs: Move to a performance-based system instead of one that is process-based. Science for Facts, Process for Priorities: Separate subjective choices from objective data gathering. Markets Before Mandates: Pursue economic incentives whenever appropriate. Change a Heart, Change a Nation: Environmental education and understanding are crucial. Recognition of Benefits and Costs: Make sure all decisions affecting infrastructure, development, and environment are fully informed. Solutions Transcend Political Boundaries: Use appropriate geographic boundaries to resolve problems. Once we had developed agreement on the eight principles, we knew a single word was necessary for people to claim it as their own. After hours searching dictionaries and a thesaurus, I realized the perfect word did not exist in the English language. Potential choices had other meanings assigned that could distort the intended meaning. Kitzhaber and I decided we needed to invent the word—but it had to have logic in its construction. Early one morning sometime in 1999, I visited the Salt Lake Public Library to find a Latin dictionary. (Why did I not just look it up on the internet you might ask? Because the internet did not yet exist in a form that allowed that.) “What do you think my environmental philosophy is?” So, with a thick Latin dictionary, I began to construct various words using Latin syllables that might capture our meaning. I had several possible combinations. That afternoon, I flew to New York City where John Kitzhaber and I were to meet with The New York Times Editorial Board to discuss this new environmental philosophy. We had the principles but not the word. We met in front of the Times offices at 10:30 a.m. for our appointment at 11. I took out a paper with the choices we developed. Leaning over the hood of a parked car, Kitzhaber and I agreed on the word Enlibra. It is the combination of two Latin words, En (to move toward) and libra (balance). We immediately rode the elevator and went into our meeting, defending our newly named environmental philosophy and its sophisticated new name to the Times board. We thought our visit might spark a movement. Alas, it did not. I’m not even sure they wrote a story. If they did, it was about strange political bedfellows who seemed to get along, despite their diverse ideological backgrounds on other issues. However, we were only getting started. Over the next several years, we put some serious effort into our quixotic little cause. We used our role as governors to have the word adopted as the philosophy of the Western Governors’ Association and the National Governors Association. Both organizations organized full conferences around it. Various organizations committed to adopt the principles. Some environmental journalists and academics began to analyze it. My ability to use the principles paid off at least once. In 2003, when President Bush spoke with me about becoming the administrator of the Environmental Protection Agency (EPA), we began to talk about environmental policy. I made a comment about the need for the head of EPA to articulate the president’s environmental philosophy. He asked, “What do you think my environmental philosophy is?” I then began to recite each principle of Enlibra but without saying the word “Enlibra.” I have no illusion that President Bush knew much about Enlibra, but as I slowly spoke each precept, attributing them as his philosophy, he nodded, clearly impressed by how crisply I articulated his beliefs. He asked me to take the job after our discussion in the Oval Office. During my time as administrator of the EPA, there was a section on Enlibra on the agency’s newly created website, stating: The Enlibra Doctrine is an approach to environmental stewardship that was co-authored by former Utah Governor and later EPA Administrator Mike Leavitt and former Governor John Kitzhaber of Oregon. Enlibra, from the Latin, means ‘move toward balance.’ Enlibra is based on the dual concepts of balance and stewardship, and is built upon principles of flexibility, innovation, partnership and collaboration. The philosophy emphasizes collaboration instead of polarization, national standards and neighborhood solutions, markets instead of mandates, solutions that transcend political boundaries, and other common sense ideas that will accelerate environmental progress.(13) Several EPA rules and various statutes in the U.S. code have the word Enlibra incorporated. I made a good faith effort to have the word included in the Oxford Dictionary. They did not buy it either. Fittingly, as time moved on and my interests began to focus more on healthcare, the doctrine of Enlibra was placed in the “good ideas that didn’t take” pile. It can truthfully be said, though, that Michael O. Leavitt had a well-defined environmental philosophy, and the Grand Staircase National Monument and other measures I worked on during my time in public service comported with its principles and aims. Those principles could have spared considerable time, expense, and fury in disputes like the monument battles since Grand Staircase and Bear’s Ears—beholden as they are to presidential edict rather than an act of Congress. Monuments continue to be proposed and created under the Antiquities Act to this day, bypassing Congress and state and local representatives. We westerners tend to honor the processes and laws that guarantee ultimate stewardship and effective management. What we reject is duplicity, political gamesmanship, and unchecked abuses of power—and the mindset that a bureaucrat or environmental “expert” who once backpacked in Canyonlands knows or cares for the land more than we do. Sentiments were expressed by government and activist figures after the Grand Staircase fallout that Utahns would come around and learn to love these lands. What always seems to escape them is that no one values, understands, and loves the land more than we do. Footnotes: 1. "Federal Land," Ballotpedia, accessed 3 April 2023. https://ballotpedia.org/Federal_land 2. Reuter News Service, “New National Monument in Utah? It’s Possible,” Deseret News, 7 September 1996. https://www.deseret.com/1996/9/7/19264508/new-national-monument-in-utah-it-s-possible 3. Interview by Mike Leavitt with Brad Barber (State Office of Planning and Budget), John Andrews (SITLA), Kevin Carter (SITLA), October 26, 2022. 4. John Leshy interview for the southern Utah Oral History Project, “History, Grand Staircase-Escalante National Monument,” interviewer Marsha Holland, April 1, 2014. From the Grand Staircase special collection at Southern Utah University Library. 5. Behind Closed Doors: The Abuse of Trust and Discretion in the Establishment of the Grand Staircase-Escalante National Monument,” Staff Report of the Committee on Resources, One Hundred Fifth Congress, 7 November 1997, https://www.congress.gov/105/cprt/HPRT47118/CPRT-105HPRT47118.pdf 6. Orton’s initial election in the 3rd District had been a shock since Republicans were usually a shoo-in for the seat. He had won because of a miscalculated ad by the Republican candidate and proceeded to win reelection because he got along well with Republicans in rural counties. Unfortunately for Orton, voters clearly retaliated against President Clinton and Democrats for Grand Staircase. It incensed rural legislators, county commissioners, and just about everybody else locally involved. And Orton took the brunt of it. Obviously, one congressional seat was acceptable collateral damage to the Clinton team. 7. “SITLA and Trust Lands Explained,” Trust Lands Administration. https://trustlands.utah.gov/our-agency/sitla-and-trust-lands-explained/ 8. Lucinda Dillon, “What’s the bottom line on big land swap?” Deseret News, 14 May 1998. https://www.deseret.com/1998/5/14/19379966/what-s-bottom-line-on-big-land-swap 9. Lee Davidson, “Odd couples unite to support Utah’s land swap,” Deseret News, 26 June 1998. https://www.deseret.com/1998/6/26/19388081/odd-couples-unite-to-support-utah-s-land-swap 10. Utah Schools and Lands Exchange Act of 1998, Pub. L. No. 105-335, 112 Stat. 3007 (1998) https://www.congress.gov/bill/105th-congress/house-bill/3830 H.R. 3830, A Bill to Provide for the Exchange of Certain Lands Within the State of Utah, Hearing before the Subcommittee on National Parks and Public Lands of the Committee on Resources House of Representatives. 105 Cong. No. 105-89 (1998) https://www.congress.gov/105/chrg/CHRG-105hhrg49273/CHRG-105hhrg49273.pdf 11. The management plan was declared final on February 29, 2000. https://archive.org/details/grandstaircasees15gran/mode/2up?refol&viewtheater 12. Utah West Desert Land Exchange Act of 2000, Pub. L. No. 106-301, 114 Stat. 2193 (2000) https://www.congress.gov/bill/106th-congress/house-bill/4579/text 13. Gil Friend, “Enlibra Principles – ‘moving toward balance,’” Natural Logic, 9 May 2005. https://natlogic.com/enlibra-principles-moving-toward-balance/

A Gadget Guy New technologies and futuristic trends have intrigued me throughout my life. My youngest brother, Matthew, recalls that the first digital calculator, video camera, and Sony Walkman he ever saw or heard about were mine. In the eyes of a brother twenty-one years younger, this was a cool thing. I was technology centric—a “gadget guy.” By the time I ran for governor, the gadgets, inventions, and advancements of modern life were exponentially more stunning, and the world-transforming era of the internet was upon us. Happenstance of time and place put me in a leadership role at this precise moment of promise and epic change. Technology was an underlying theme throughout my service as governor, and I made it a focus of policy and action within Utah itself. I am comfortable in asserting the view that my service accelerated Utah’s transition into the information age and contributed to the ongoing economic success of the state over the next quarter century and beyond. As a candidate for governor in 1991−1992, my campaign speeches and debate appearances were laced with declarations that the information age was upon us and that our state needed to embrace it and lead. My first inaugural speech as governor in 1993 reaffirmed those aspirations and urged our state forward. America was again poised at a historic juncture, not unlike the period in the 1950s when President Dwight Eisenhower led the nation in creating the interstate highway system in the United States. That enormously consequential decision transformed commerce with a suffusion of millions of dollars and thousands of jobs—and left Utah well-positioned commercially and geographically at the crossroads of two major interstate highways. “We are indebted to the generation that built them for their foresight and commitment,” I said in the speech. “Now it is our turn.” I compared development of the “information superhighway” as similarly consequential and laid a foundation for our work over the next decade to meet the challenge and maximize the opportunity: In the next decade, a new and different type of highway must be built. . . . This one won’t require the laborious laying of asphalt and concrete. It will be built of fiber optics and invisible waves. It must reach beyond the boundaries of this nation to link us to the world. It will be an electronic highway—a telecommunications and technological capacity that will be absolutely critical for the high-paying, high-tech enterprises of the future. . . . The tremendous capacity of telephones, television, satellites, and computers will be merged into one seamless electronic highway, allowing the transmission of data, voice, and pictures interactively and instantaneously to anywhere at any time on hundreds or even thousands of channels. This will provide remarkable capabilities to business, government and education. Much interaction with business or government that now requires travel and time will be conducted from a home or business. In the same way that the interstate highway has been crucial to the commerce of our nation, our need to be at the forefront of technological capacity is acute. It must reach into every community of this state, ideally into every home. . . . It is important that this state invest in technology. But state government still has to maintain our existing automotive highways. Government alone will never have sufficient resources to build the electronic highway. Government must provide guidance and incentives, but the private sector, guided by the marketplace, must play the key role in development. This job will require a public-private partnership and we must move quickly if we are to take advantage of the profound opportunities ahead. 1. Announcing Utah’s efforts to attract Silicon Valley companies to “grow out” their businesses in Utah because of lower costs, better quality of life, and abundant talent 2. An announcement in the Governor’s Office that eBay would locate part of its operations in Utah 3. Announcing the creation of a “smart site” in Sanpete County where using the internet, companies could leverage excellent bandwidth and well-trained workers One year later, my administration proposed a sweeping multi-year, multi-million-dollar initiative bringing technology and internet access into education, economic development, government services, and Utahns’ daily lives. We called the effort Technology 2000. In short order, Utah became the second state in the nation to have a website, the first to accept digital signatures,(1) and increasingly one of the most acclaimed for the efficiency and quantity of government services accessible to citizens online.(2) By the time I left office, 3,957 days after that first inaugural speech, Utah and much of the developing world had moved substantially toward the vision expressed in the speech. I do not have the illusion that it was because of me that these things occurred. However, my service as governor coincided with a historic and a significant social and economic transition—an era change. I chose to allocate a material percentage of my attention, personal energy, and creative thoughts to this task, and I believe my intense focus on the transition to the information age made a lasting difference. The Early Slopes Long before smart phones and Silicon Slopes, Utah was asserting its tech prowess with names like Evans & Sutherland, Novell, and WordPerfect. And before that, the state had planted a flag, obscurely but ineluctably, on the early map of the tech firmament with something called ARPANET. I was a high school junior when a group of computer scientists and U.S. government officials, predominantly from the Defense Department, met at Alta Ski Resort’s Rustler Lodge in 1968 to discuss the possibility of connecting computers together into the world’s first far-reaching communications network. One year later, ARPANET (the Advanced Research Projects Agency Network) was launched with four nodes—UCLA, the University of California at Santa Barbara, the Stanford Research Institute, and the University of Utah’s computer science department. “The tech boom in Utah's economy is known as Silicon Slopes.” For the initial startup on October 29, 1969, with only UCLA and Stanford connected at the time, UCLA student Charles Kline sent the first message over the network with the single word “login.” The “l” and “o” made it through before the computers crashed. But his were the first two letters ever transmitted long distance between two networked computers. The University of Utah (U of U) became the fourth node, and the only one outside of California, in December 1969. The revolution had begun. ARPANET was the precursor to what we now call the internet. At a celebration in 2019 marking the fifty-year anniversary of the milestone, the dean of the University of Utah’s College of Engineering, Richard Brown, noted the historical arc and Utah’s place in it. “The University of Utah College of Engineering is pleased to have as part of its legacy the role it played in the establishment of the internet, which has had a profound effect on every aspect of modern life,” Brown said. “It is not a stretch to say that the ARPANET led to our ability to access information instantly, to our ability to communicate for free, and to the tech boom in Utah’s economy known as Silicon Slopes.”(3) The U of U was the fourth node of what would be 213 nodes connected. Although this network was retired in 1990 as most university computers migrated to a newer network, those first four nodes were the launch point for what was to come next—email, listservs, message boards, e-commerce, blogs, and what, by the early 1990’s, we began calling the “worldwide web” and “the information superhighway.” The future. The computer pioneers who had ushered in ARPANET were renowned tech names by the time I was elected governor in 1992. David Evans, the U of U’s first computer science department chair and the man at the helm of the U’s ARPANET node in 1969, had formed Evans & Sutherland with U of U colleague Ivan Sutherland. One of their graduate students, John Warnock, had founded Adobe, and another, Ed Catmull, had co-founded Pixar. Utah County, meanwhile, was on the map with some homegrown tech giants of its own. In Provo, Novell Inc., headed by Ray Noorda, had the nation’s dominant computer network operating system—NetWare—from 1985 to 1995, and was the second largest maker of software for personal computers after Microsoft. Across town in Orem, Brigham Young University computer science professor Alan Ashton and graduate student Bruce Bastian had created the innovative WordPerfect processing software in 1979 and founded Satellite Software International Inc. to market the program. By 1993, the duo had captured sixty percent of the word processing software market with WordPerfect 6.0. Mine would be the first administration in Utah to use email and Novell’s NetWare; to write and compile documents with WordPerfect; and to bring state government online. I knew our tech community well, and I understood early on how our state’s success and prosperity could be advanced through technology. Economic development would depend on it. So, too, would education. 1. Mike Leavitt in front of the “Connected Utah” logo that was used to promote Utah as a growing technology capital. 2. The first meeting drawn together by the Governor’s Office to organize the Utah Engineering Initiative. The meeting included representatives of Utah’s universities, the private equity investment community, and state government. 3. The site of Texas Instruments, where Micron Technology used to sit. Texas Instruments announced in 2023 that they will invest more than $11 billion, thereby creating a technology beachhead for Utah. 4. The facility Adobe built in Utah once the engineering talent was available. Technology in Education Six months into my first term, I laid out a vision for the use of technology in education in the July 14, 1993, speech at Southern Utah University that we called “The Bicycle Speech.” (See Western Governors University for a more detailed account). It described my early thoughts on Western Governors University, electronically adapted high schools, and the introduction of broadband internet in every school. Half a year later in my 1994 State of the State address, I followed up by asking the legislature to embark on a seven-year effort to wire schools and classrooms, increase the number of schools with computers, and help teachers gain new skills. I also called on the state’s private sector to join with us in partnership. Private sector partnering would be a consistent theme because I knew the state could not undertake this mammoth transformational task alone. Saying Utah’s future depended on how well and how fast we adapted to the information ecosystem, I introduced my Technology 2000 initiative to the legislature and the public, calling it “broader in scope, bolder in size, historic in impact:” Technology 2000 will coordinate investment with local governments, schools, universities, colleges, and the private sector. I propose we appropriate by the year 2000 more than $120 million as the state’s share of this investment. And we begin this year with a $30 million down payment. . . . . . . Technology 2000 will revolutionize education by training teachers and professors, developing technology-delivered courses, and building the largest wide area network of its kind in the world. This initiative will make government more efficient and bring services to your fingertips. It will ultimately provide video interaction, so meetings and classes can be held electronically with anyone, almost anywhere, with participants able to see each other, talk to each other, and work together from hundreds of miles away. This technology will have a profound effect on rural Utah. It will make a rural location an economic advantage because of the unique combination of life quality and technological access. It will help with our transportation and environmental challenges because in the cities, telecommuting from home will reduce freeway congestion and allow flexible work schedules. Every car not on the freeway means less pollution, fewer accidents, and reduced costs for office space. It will change our state’s public investment patterns. Public schools, higher education, and state agencies must begin to redirect part of what they are spending on traditional bricks and mortar to technology. . . . Access and affordability are essential, and they can best be ensured through vigorous competition in an open marketplace. Regulators must protect citizens where competition does not exist, but the telecommunications playing field must be leveled to encourage competition and to attract new entrants and investment. The legislature met my request that year, but I still had to make the case every year after. I asked for the next tranche of education technology infrastructure in 1995, recommending a $37 million appropriation for Technology 2000 to expand distance learning, develop courses for electronic delivery, and connect schools and libraries to the “electronic highway.” “We will build on challenge and turn change to opportunity.” “While the challenges of growth are daunting,” I said, “the second major force of change can help us. We are entering the information age, a new era. We will soon live in a networked society of electronic commerce, distance learning, telecommuting and automation of many daily tasks.” Not Later; Now By early 1996, Utah was flying high, with a statehood centennial celebration under way following a year in which we saved Hill Air Force Base from closure and lured a highly coveted Micron Technology plant to Utah.(4) The centennial in particular spotlighted how far industriousness had taken us since 1896—and where we now needed to go, with a new decade, century, and millennium only four years away. “This only happens once every one thousand years,” I said in the 1996 State of the State address. “What’s more, it is a time when events are converging to usher in a whole new era in history as the industrial age gives way to the knowledge age. We face changes and challenges of staggering proportions. But in the tradition of those who have served before us, we will build on challenge and turn change to opportunity. Not by our declarations, but by our actions, not later but now.” Bold action was not just talk, as I used the opportunity of the speech to unveil Western Governors University (WGU), the most innovatively radical initiative of my administration. WGU had matured from the concept floated two years earlier in the Bicycle Speech to an actual structure and needed legislation to provide the initial capital. I did not need to utter the words “electronic superhighway” that year. WGU would be built on top of it. In addition to protecting and enhancing our basic infrastructure of water and roads, we must take advantage of the new infrastructure of information technology and telecommunications. I want to make a proposal that a decade from now will benefit thousands of our citizens. I propose that we partner with neighboring states to create a regional, virtual university—a higher education institution for a new millennium. Students in several states will take electronically-delivered classes originating from public and private institutions all across the region. We have great colleges and universities. Their research is changing the world of information technology, space, biotechnology and medicine. But there’s a new element to be added. For the past 2,500 years, people traveled to college and university campuses to access the knowledge that is stored and taught there. In the Knowledge Age, the knowledge will go where the people are. The simplicity of that statement belies the earth-shattering consequences of its impact. . . . Discord had already begun to manifest itself within the traditional higher education community. While some were believers, others were highly skeptical. Others were blatantly dismissive of my ideas. I choose to address the doubters head on. Our higher education community in Utah is very progressive, almost visionary on this subject. On every campus many are moving forward, but there will always be those who want to stick with the status quo. There are centuries of cultural and bureaucratic barriers to overcome. But these changes are being driven by the marketplace. Will this replace the on-campus experience? No, that’s not its purpose. But it will offer thousands of citizens an important alternative, and it will enhance the choices and options of those who want the campus experience. None of this will seem particularly visionary to a person born after the year 2000. By the time they became adolescents, computing power had become a routine aspect of daily life, and ubiquitous high-speed internet was simply the way the world worked. However, in 1996, only a few homes had internet service, and those that did had to dial in using an external modem—a box that home computers and landlines both connected to, although both could not be used at the same time. Internet speeds were a bare minimum. Routinely, my enthusiasm for technology and commitment to tech advancement were the subject of humor among my friends and sniping by my critics, and the conceptualization of an internet university—WGU—was considered “out there.” We were poised, however, at a remarkable moment—the twentieth century counting down to the twenty-first century and a new millennium. Y2K, as we called it, was coming, along with so much that was new, promising, challenging, and “out there.” In a few short years, as the early slopes of Silicon Slopes began to bustle, I knew the existence of internet service in homes, schools, and businesses would be a distinct comparative advantage. We needed a foothold in the climb to becoming a technology capital. Wiring Utah for the Internet Today we assume an internet signal carries digital information. But in the 1990s, telephone networks and, therefore, computer networks were connected by copper wires that carried information and sound at very slow speeds. Although it was slow, it was a start. Even cable television used copper to carry signals. The future, we knew, would be fiber optics. But we were not there yet, and the Governor’s Office was deeply involved in the mid-1990s in promoting the extension of internet connectivity to homes and public buildings through any means available. As we began to aggressively rebuild highways, we were careful to ensure that rights-of-way were preserved for cables that carried internet signals to towns, neighborhoods, and homes. We traded access to those rights-of-way to telephone companies, cable television providers, and satellite firms in exchange for them investing capital in “web tone”—our terminology for immediate high-speed access to the internet, and a play on the more common term “dial tone.” We were intent on getting web tone into neighborhoods, down to the last quarter mile, and we put special emphasis on wiring public buildings and schools. Having access to internet was a new luxury. I recall visiting a school in southeastern Utah where faculty and students initiated a project to pull fiber optic cable throughout their school by themselves. This was the spirit of the times. Bandwidth also was a new term then, used by those who understood that bandwidth was an economic asset. My 1998 State of the State speech captured the optimistic, almost sci-fi mood, and the frontier-meets-future disposition of the leadership I was providing during this period: One hundred and two years ago, Utah was a new state of 270,000 people in the twilight of a waning century. Two years from now, our young, vibrant state leaves the epochal cradle of its infancy and charges into the next millennium. . . . Tonight, as we examine the state of this great state, let us lift our eyes to the horizon beyond our time. Let us envision our future so we can shape it. . . . Microchips have replaced mule teams. Our pioneer settlement has become a metropolis. Two hundred-seventy-thousand people are now two million. The next century will be a time of supercomputers and smart highways. Digital television will be used for entertainment, but also for education. Microprocessors will be in our kitchens. We’ll get the morning’s Dow Jones on our toast.” Upheaval was upon us—but in a good way. Every couple of centuries the world goes through a massive transition, I noted in the speech. At such times nations are shaped and entire economies defined. America became a world power because it combined unprecedented freedom and leadership during the transition from the Agricultural to the Industrial Age. Now we were moving from the Industrial Age to the Knowledge Age at blinding speed, and our nation’s future as a world leader was dependent on our navigating that change as skillfully as we did the last. “The state or nation that leads that trend will rise to preeminence because its sociological and geo-political implications are enormous,” I said. “It is a force that will push and shape governments for the next half century. Utah will not be a bystander.” Digital State As fiber optic technology advanced, we began pushing toward technology that would carry digital signals at the speed of light—much faster than copper-based signals. We began to talk about Utah as a “digital state” rather than a “wired state.” By the time of my 1999 State of the State speech, the 2002 Winter Olympics were three years away, we had hit the halfway point in the massive I-15 reconstruction project, and our commitment to leading the tech wave was unabated. With a new century and millennium beckoning, the speech took a quick detour to the turn of the twentieth century to mark the contrast between the high-speed, digital advancements of 1999 and the newfangled marvels that captivated our state in the early 1900s—as exemplified by a particularly colorful gentleman from Iron County. In 1903, the first telephone lines came to my hometown of Cedar City. Two years later, an extension was run into a small town to the north called Enoch. Just outside Enoch lived a gentleman by the name of William H. Grimshaw, and it was William H. Grimshaw’s desire to obtain what was then unobtainable: a telephone in his own home. The manager of the Cedar City phone company tried to dissuade him, noting that the cost of extending the wires was impractical and expensive. But William was not a man to be denied. He set about connecting every barbed wire fence, connecting his property to town. Few believed it would do anything but maybe spook the cattle a little. But then William borrowed a phone, installed it and rang up central. Arabella Jones, the operator said, “Number please. Who is this?” The smuggest voice in Iron County replied, “This is William H. Grimshaw on Linger Longer Lane talking on the barbed wire fence. It took decades for William’s dream of a home phone to become reality for every Utahn. That would not be the case for our state’s digital transformation. With the world’s attention about to be fixed on Utah for the Olympics, I proposed we also let the world see the future—the foundation of a truly digital state, including the ability to deliver high-speed, high-capacity internet access to every home, school, and business in the state. “It is quick, immediate, high-speed access to the worldwide web, and soon it will be as commonplace and as easy as picking up a telephone and hearing dial tone. It works at speeds one hundred times faster than we have today.” “Web tone is not a familiar term yet, but it will be,” I said. “It is quick, immediate, high-speed access to the worldwide web, and soon it will be as commonplace and as easy as picking up a telephone and hearing dial tone. It works at speeds one hundred times faster than we have today.” Once in place, web tone would enable all other goals: the capability to deliver education from colleges and universities directly into homes. The capability to pay bills, conduct banking, and make purchases online. The capability to deliver medical services to remote areas electronically. The capability to access government services twenty-four hours a day. “High-speed access would be a boon to business bottom lines throughout the state,” I said. And for this to occur we had to have a new level of cooperation, as well as appropriate competition among technology providers, telephone companies, cable operators, wireless companies, and internet service providers. “It will not happen unless we work together.” “It will not happen unless we work together. The state’s role will be to remove unnecessary barriers to innovation, incent new investment in infrastructure, protect ratepayers, and create a level playing field for competition. And we must make sure this buildout of digital infrastructure occurs all over the state. Today the dream of web tone, building a ‘digital Main Street,’ and a college class in every kitchen is achievable.”(5) One year later, as noted in the 2000 State of the State speech, more than seventy percent of all households along the Wasatch Front now had access to high-speed internet. Statewide, the number was fifty-five percent. That was unmistakable progress, but we still had work to do in rural Utah. The goal was high-speed, high-capacity internet service in every community of Utah within two years. A Grow-Out Center The new millennium had dawned, and the world had changed profoundly in the seven years since my election. Once an exciting idea in abstract, the internet was now a reality at our doorstep. The State of Utah had its website—the second state in America to launch one—and by this time was actively contemplating ways to offer state services via the internet. We had created a new university (WGU) that would be entirely operated online. WordPerfect and Novell were our two major tech employers, but beyond those two important businesses, the state lacked much of a foothold. We also had just one venture capital fund in the state, with a whopping $20 million. We aspired to be more and developed a plan. It included building the ecosystem required to attract and build those jobs—the web tone and access component already under way across the state. Then, too, people needed to learn how to use those tools. And if we wanted to play a meaningful role in technology, we had to attract investment funds, law firms, and accounting organizations with sufficient capacity and reputation. We were in a race. The second critical piece of the plan was to attract and grow tech jobs, and for that we had to look out of state. We set our sights on Silicon Valley. I set a goal to be in Silicon Valley more often than the governor of California—and I was. We had a compellingly simple message and strategy for the Silicon Valley CEOs: Grow and expand your businesses in Utah. Your workers are commuting an hour and a half each way to San Jose and the surrounding tech towns of Silicon Valley because they can’t afford housing. Come to Utah, we said, where there is an abundance of quality workers and an unbelievable quality of life. Workers could buy a home on a reasonable salary, and they would love the recreation and atmosphere of the community. One more thing—you can fly to Salt Lake City from Silicon Valley faster than it takes to drive from Stanford to Berkeley. A speech I gave on October 5, 2000, at a conference sponsored by Governing magazine, reflected our strategy and approach: In our state, we are in pursuit of high-tech jobs. We have noted that we have a particular geographic advantage in that we are only an hour from Silicon Valley. In fact, you can get from Salt Lake City to Silicon Valley faster than it takes to drive across Silicon Valley. Silicon Valley is a boiling pot of ideas and money. But it has a couple of challenges: there are not enough workers to supply its need, and it does not have space for anybody anymore. A 1,500 square foot house in Silicon Valley costs $750,000. A square foot of office space costs about $12 to 14 . . . per month! In Utah, a square foot of office space goes for $15 to 18 . . . per year! We have a workforce growing at twice the national average. We have the capacity to become a grow out location for these companies. We formed the Utah/Silicon Valley Alliance to partner with high tech businesses to bring jobs to Utah and to discover how we can make ourselves more attractive to these companies. People are responding; they are participating in the alliance. This experience has taught me that the most important thing I can do in my role as governor is to bring people together. The role of an economic development executive, or a state executive or a county executive today is not just to operate the functions and levers of government; it is to lead the important collaborations between the public and the private sector that will bring a better quality of life to our communities. Change is going to happen. These are grand, shaping forces. We can fight them and die; we can accept them and survive; or we can lead them and prosper. I would just leave you with this challenge. This is a grand opportunity we have to be in public service at a time when this transition is occurring. Let it be said of us that we were the ones who made the transition into the Information Age, that we met every challenge and did not waver. Let it be said that we believed, that we cared, and most of all that we did it with our eye on the next generation. History will show that our strategy worked in both the short term and the long term. The long-term strategy held that once tech companies were in Utah and the ecosystem in place, we would begin to see a start-up culture develop—and it did. Shorter-term was all about landing those tech companies. Persuading eBay One company I had been actively courting since the late 1990s was eBay. I visited CEO Meg Whitman several times, repeatedly proposing that eBay grow out its business in Utah. One day, out of the blue, they called us. The message was direct: We are growing so rapidly we’re about to explode, they said. We need expansion and fast. eBay had narrowed it down to two sites: one in Utah, the other in Arizona. They needed capacity for four hundred people in four months and asked if we could deliver it. A meeting was held in the Governor’s Office. It was all-hands-on deck. We got local government officials, landlords, and utility companies together and assembled a plan. It proved persuasive. eBay did choose Utah over Arizona and opened a customer service center in the southern end of the Salt Lake Valley. Once here, they found the quality of the workforce high. The facility and the number of jobs in Utah grew rapidly in subsequent years. I had a conversation with an eBay employee several years ago. “There’s a piece of lore that makes the rounds about how the site ended up in Utah,” she said. “The story is that you called Meg Whitman and told her you understood the decision was between a site in Utah and one in Arizona, and that you talked her into choosing Utah on the basis of your personal eBay user rating. Is that true?” I said, “Yes, it’s true.” I’d been selling a few things on eBay to understand how it worked, and when Meg Whitman told me we were competing with Arizona, I said to her, “I have a suggestion on how to decide. Check and see if the governor of Arizona has an eBay account. If he doesn’t, then I think you know where you should be. If he does, compare his user ratings with mine and then go to the highest one.” Maybe it was just a coincidence, but we got the deal the next day. There are stories like that about the arrival of many of the earliest tech businesses on the scene, like Fidelity, Goldman Sachs, and others. However, one of the most consequential moves involved not just bringing a company to Utah but bringing one particular Utahn back. Warnock, Adobe, and Engineers On another visit to Silicon Valley, I paid a call to John Warnock, the CEO of Adobe and a University of Utah graduate. It may have been the most important visit I made during all my trips to Silicon Valley because of a key lesson I learned. I made my pitch. When I was finished, I waited for John Warnock’s reaction. There was silence as John stared at his shoes, and then at me. Finally, when he spoke, he practically shouted at me. “Look,” he said, “you want tech jobs in Utah, you’ve got to have more engineers. Utah isn’t investing a fraction of what it needs to. Tech companies need engineers. You’ve got good universities, but they don’t have capacity. Companies like Adobe can’t come to Utah unless you fix that.” “I want to know what it would take to double the number of engineers graduating from Utah colleges and universities and how long it would take.” I have to admit, I wasn’t expecting his response, and I was taken aback. I returned to Utah and began doing homework. John Warnock was right. I called a group of people together from the universities and our tech community and asked a simple question: “I want to know what it would take to double the number of engineers graduating from Utah colleges and universities and how long it would take.” A few months later I called John Warnock back. I asked him to come to Utah for my 2001 State of the State speech to the legislature. There was a special reason I wanted him there. As I addressed the legislature and the people of Utah that night, I proposed the Utah Engineering Initiative, a serious program of investment in our engineering schools with a clear goal: Double the number of engineering slots in Utah colleges and universities. These were my words: Our education emphasis cannot stop in our primary grades. All Utahns need access to higher education. We are expanding our system of branch campuses and increasing the velocity of our entire system. I have challenged the Board of Regents to reduce the time students take to get a four-year degree to four years. We also need to double in five years and triple in eight years the number of engineering, computer science and tech graduates in Utah universities, colleges and applied technology centers. Let this be the beginning of a new emphasis on market relevance in the allocation of resources at our colleges and universities. I have proposed an aggressive building program to add the physical capacity on our campuses, and funding to ensure we have qualified faculty and up-to-date equipment. We need 15,000 engineering and computer science students by 2005. Our economic future depends on it. To get there, we need to nurture math and technology skills among our students in junior high and high school, especially among young women. We are losing from our public schools too many teachers in high demand areas of math and technology. Something has to be done to stop this drain. I meet qualified math and technology teachers all over the state. Unfortunately, I meet many of them at high-tech businesses, not in our schools. They simply could not afford to stay. Representative Tom Hatch has as his guest tonight one of those former teachers, Jeff Owens, who taught math at Panguitch High School. Jeff influenced many from that small High School to pursue technology careers. Despite his love of teaching, despite his love of Panguitch, he left, taking a job with a computer software company. Jeff’s story is not unique. Too many Utah teachers are forced to make the same decision every year. We hate to lose a great teacher in English, art, social science in any category. We value all teachers, but right now there is a magnified problem when math and advanced technology teachers leave. It starts an economic domino effect. Our economy depends upon those who can teach these skills. If we lose them, we lose our capacity to educate our young people in the careers that will keep them competitive. To have great schools, we have to have a great economy. It is that simple. It is time to do something unconventional. I propose a plan of financial incentives similar to those used in private industry to keep the qualified teachers we have in these areas and add at least 850 teachers who have master’s degrees in learning technology. I propose a one-time benefit of as much as $20,000 on top of their existing salaries in exchange for a commitment to stay in Utah schools for four years. Outstanding teachers in other disciplines willing to retool themselves in these high demand areas are also eligible. The state will pay for their master's degree in technology or their certificate in math and give them a retention contract when they graduate. The legislature embraced the engineering initiative and has, over the ensuing years, appropriated generous amounts of money to build capacity in all our colleges and universities. But there was more to this vision than just money to universities. It was clear just having capacity in the engineering schools wasn’t enough. We needed emerging students who were academically ready to fill seats in engineering schools, and so we had to up our game in public education, too. We improved curriculum in our schools and began promoting math and science among students, especially female and minority students. As part of the engineering initiative, we built five new charter high schools specializing in math, science, and engineering. Each was tied to a college or university and structured to produce graduates who left high school with both a high school diploma and an associate degree. They could matriculate directly into the engineering schools. It worked. Since that day John Warnock chewed me out in Silicon Valley, the number of engineering and computer science graduates each year has steadily increased. In total, forty-thousand students will have graduated with engineering or computer science degrees from Utah’s system of higher education. Those engineers have fueled a remarkable story of technology growth in Utah the last two decades. Some years later, Warnock called the engineering initiative an “unqualified success” emulated by more than a dozen other states. In an op-ed he wrote for The Salt Lake Tribune in 2019, he noted that since its rollout in 2001, the initiative had increased the engineering and computer science graduates in Utah’s system of higher education by almost two-and-a-half times—from 1,375 in 2001 to 3,283 in 2018. What’s more, Warnock reported, from 2016 to 2017 alone, tech-related job postings in Utah increased by an astonishing 42 percent. Net tech employment in Utah totaled 135,000 in 2019, and the economic impact of the tech industry was an estimated $14.9 billion in direct contribution to the state’s bottom line—10.25 percent of the state GDP. His advice nearly two decades later was the same as it was back when he and I met to talk about reversing the brain drain of Utah STEM talent to California and Washington: Keep on investing in engineering education. “The Engineering Initiative remains Utah’s best hope for building the technical workforce,” he said. “For more than a decade, state, business and higher education leaders have shared a single vision of a robust, diversified high-tech economy built on a foundation of Utah-bred engineering talent. If companies can rely on a steady supply of highly skilled local graduates, combined with business-friendly policies, Utah will remain a mecca for high-tech investment.”(6) Incidentally, Warnock’s ties to Utah proved lasting in other ways. In 2003, John and his wife Marva Warnock donated 200,000 shares of Adobe stock to the University of Utah for a new College of Engineering building. The building was named after the couple. Warnock also brought Adobe to Utah in 2009. Its $1.8 billion acquisition of Omniture marked the beginning of a corporate investment in Lehi that created Adobe’s third largest site. The Adobe building is an architectural standout along I-15 in Utah County. Every time I pass the site I am reminded of the pivotal early meetings with Warnock and how his vision—and mine—came to fruition. Micron in Utah Before eBay’s and Adobe’s moves to Utah, another tech firm established itself in Utah County, and, in doing so, helped establish Silicon Slopes. Part of our strategy in the mid-1990s was gaining a foothold in the advanced microprocessor world. We started a conversation with Steve Appleton, then Micron Technology’s CEO, and the company’s principal shareholder, J.R. Simplot. The company was headquartered near Boise and needed a major expansion. They were trying to decide whether to expand in Boise or another location. We saw this as a potential game changer for Utah, believing an abundance of smaller ventures would follow, creating thousands of family wage jobs. The competition for the Micron plant was intense. It boiled down to Utah and Nebraska. As we got close to the end, we had two advantages: Our workforce and a superior physical site. However, there was a problem. The site Micron wanted wasn’t for sale. “You get that land, and we’ll build the plant.” In conversations with Steve Appleton, I learned that J.R. Simplot wanted it on the favored site or not at all. I asked for a meeting with Mr. Simplot. J.R. Simplot is one of the most colorful and remarkable men I’ve ever encountered. He dropped out of school in the eighth grade and became a billionaire after starting a potato business in Idaho. He was plain spoken but had a big persona. Every time I saw him, he was wearing a Stetson hat. “Mr. Simplot,” I said, “We want your new plant in Utah. What do we need to do for that to happen?” “Well,” he said, clearing his throat, “I love that site up against those hills. It’s a beautiful piece of land. If we build it in Utah, that’s where it will be, but they tell me it’s not for sale.” “Mr. Simplot, we need you in Utah. I hear you loud and clear—that site, or no site. I’m going to do everything I can to make it available, but I need two things from you. I need a commitment that if it’s available, you’ll be fair with the people who own it now, and that you’ll build the plant—soon.” There was a long pause. Then he said, “You get that land, and we’ll build the plant.” There were basically three families who owned the land. Some of them had farmed the land for many generations. I met with one of them—Brent Beasley, who I knew personally—and made a strong request of him, asking that he think about it. I also arranged to meet with the other families—the Batemans and the Holbrooks, if I remember correctly—the next Saturday morning. That Saturday we gathered at a home in Lehi. Sitting in the living room were members of each family from multiple generations. I explained why I was there. I had grown up in Southern Utah, where we farmed land that had been in our own family since the area was settled. I understood the feeling of heritage, of the hesitance about selling land that had been passed down. I knew they had turned down many buyers previously. I said, “I know what I am asking you to consider is an extraordinary request, but I’m here as an elected representative of the people of Utah. I’m here on behalf of thousands of Utah families who want their children to be able to stay in Utah and earn a living. If Micron builds their facility in Utah, it will launch an entire industry—a twenty-first century industry. It will set off cascading growth in this area that, over the next half century, will enable tens of thousands of families to earn a living and educate their children. It will mean that some who would otherwise have to leave the state will be able to stay. Your land could be put to many uses, but this is likely a once in a lifetime opportunity to do something this lasting.” They were very gracious to me, but it was a sober meeting with no conclusion. I simply asked that they discuss it and let me know. A few days later, on March 13, 1995, I had another conversation with Brent Beasley, who said he would agree to a discussion with Micron. A short time later, I spoke with a representative of the farming families, who conveyed a similar message. They had all agreed to sell. Mr. Simplot, in turn, lived up to our handshake deal. In July 1995, two months after the family negotiations, construction began on the plant that is now so prominent in the economy of that region. Billions of dollars were invested, and a Utah economic beachhead was born. Thousands of Utahns are employed and tens of thousands more will be in the future. I’m confident Mr. Simplot was fair with those families, but they didn’t need to sell. It was a sacrifice of a heritage asset to establish an opportunity for future generations. Texas Instruments bought the Micron chip fabrication plant for $900 million in late 2021, ending the Micron connection forged with Scott Appleton and J.R. Simplot more than two decades earlier—but establishing a Utah hub for Texas Instruments and semiconductor manufacturing. In 2023 Texas instruments announced it would invest $11 billion in the site. They estimate the investment will add eight hundred mostly tech jobs. All of this progress can be directly attributed to the existence of the facility. TechTown USA, a Technology Capital Today, Utah truly is viewed as a technology capital. At the time of this writing, the state was ranked seventh among states for venture capital activity and third when measured per capita. Utah’s tech industry now accounts for 302,000 total jobs and one in every seven dollars of GDP in the state. There are more than seven thousand tech companies in the state. This is a striking achievement.(7) To understand what happened in Utah during these years, it is important not to look at any singular aspect of our team’s work, but rather the totality of it. It was the combination of pushing for the necessary infrastructure, the engineering initiative, the founding of WGU, the hard, thankless work getting the e-commerce taxation system right. Then it was also important to remember that leadership is a generational relay. Those who preceded me left assets I could build on, and I did the same for my successors. I was intensely focused on the transition into the information age. Looking back on the past thirty years my efforts were properly directed. The seeds we planted have been harvested now for many years. A Utah Success Story: Utah’s Economic Diversity By Natalie Gochnour, Director, Kem C. Gardner Policy Institute The Utah economy ranks among the most well diversified economies in the country. Diverse economies benefit from a healthy industry mix and demonstrate more economic stability over the long term. Utah’s economic diversity is a relatively new phenomenon. For much of the state’s modern history Utah’s economy specialized in the goods-producing industries of mining, manufacturing, and construction. Because of this dependency, Utah ranked thirty-fourth in economic diversity among states in 1970, eighteenth in 1980, and twenty-sixth in 1990. Entities such as Kennecott (now owned by Rio Tinto), Geneva Steel (closed in 2001), Hill Air Force Base, and other defense-related companies comprised a large share of Utah’s economic activity. Utah’s economic success rose and fell based on the performance of just a few industries. A major and fortuitous inflection point occurred between 1990 and 2000. As technological advancements fueled the information age, Utah competed and won. State leaders made forward-looking investments in a more than doubling of the number of engineers, computer scientists, and math graduates from Utah’s institutions of higher learning. This well-trained workforce benefitted Utah’s tech and life science industries and helped create what is known as Silicon Slopes. In subsequent years, tourism at Utah’s national parks (boosted by Utah’s successful hosting of the 2002 Olympic and Paralympic Games and Mighty 5 ad campaign) increased dramatically, as did skier days at Utah’s ski resorts. These and other changes resulted in a much more diversified economy. Among other states, Utah ranked first in economic diversity in 2000, second in 2010, and third in 2020. This remarkable transition from a specialized economy to a diverse economy didn’t occur by accident. It occurred as Utah leaders made smart decisions and invested in Utah’s economic future. Today’s Utahns benefit from the thoughtful, strategic, and future-oriented decisions of the past. Footnotes: 1. Associated Press, “Utahns are using e-signatures already,” Deseret News, 19 June 2000. https://www.deseret.com/2000/6/19/19513279/utahns-are-using-e-signatures-already 2. Utah won the 2022 Best Government Mobile Website Award and came in second for the 2022 Government Experience Awards. https://www.utah.gov/about/awards.html  (See also: https://www.govtech.com/cdg/government-experience/government-experience-awards-2022-winners-announced; https://dts.utah.gov/news/utah-ranks-among-top-states-in-delivering-digital-government-services) The Center for Digital Government has also given Utah an “A” grade in the Digital States Survey. 3. UNews, “Birth of the Internet.” University of Utah, 26 September 2019. https://unews.utah.edu/birth-of-the-internet/ 4. The Micron Technology plant was bought by Texas Instruments in 2021. 5. Michael Leavitt, “The Best of a State: Faces Utah,” State of the State address, 18 January 1999. 6. John Warnock, “John Warnock: Utah’s Engineering Initiative has boosted state’s high-tech boom,” The Salt Lake Tribune, 31 January 2019. https://www.sltrib.com/opinion/commentary/2019/01/31/john-warnock-utahs/ 7. Brock Blake, “Beyond Tech Unicorns: What Other States Can Learn From Utah’s Small Business Economy,” Forbes, 11 May 2019. https://www.forbes.com/sites/brockblake/2019/05/11/utahs-small-business-economy/?sh71cc2436352d

The newspapers I delivered as a boy in the 1960s were sectioned into news, comics, sports, and the classified advertising pages. Classified ads seemed to fuel the inner scavenger in my dad, who looked through them religiously just to see what people were selling. At the dawning of the internet in the early 1990s, an online auction site called eBay emerged—a virtual marketplace accessed by computer. Initially, people saw it as an electronic version of the classifieds, with the added excitement of a live auction. It soon became clear, though, that eBay was not just a marketplace for repurposed artifacts; it was a new sales channel for, well, just about everything. Perhaps it was my father’s genetic influence, but I found it fascinating. Even though I had a day job as governor, I suggested to my two oldest sons, then ages thirteen and fifteen, that we create a small online business, buying products in bulk and selling individual items to consumers. An opportunity to teach them entrepreneurship, I reasoned. Our first product was a small handheld Olympus digital recorder. We bought fifty of them for about fifteen dollars each. Within a week we had sold them for between twenty and thirty dollars. The boys shipped the merchandise to successful bidders in many different states. Elated by our early success, we ordered fifty more Olympus recorders. That second order did not fare as well, but provided three lessons—one for the boys, and two for me. The lesson for my teenagers was about supply and demand. If Olympus floods the market with small digital recorders and a lot of people are competing to sell them at the same time, the price that consumers are willing to pay goes down—way down. Exactly what happened to us. The next two lessons for me were different. First, when things go south on a project like this, teenage boys lose interest quickly. Those digital recorders kicked around our house for a long time. But it was the second lesson that became more important to me: Nobody collected sales tax on internet purchases, and internet sellers loved the price advantage that gave them. Being governor made me hypersensitive about whether our little venture comported with the law. “Governor Skating Around Sales Tax Collection” would not be a helpful headline. So, I asked one of Utah’s state tax commissioners, Roger Tew, about the collection of sales taxes on internet commerce. Candidly, I had not thought much about the arcane subject of how sales tax gets collected and had given zero thought to the vast complexities of an internet seller collecting and remitting sales tax to the proper state. Roger Tew’s response began to illuminate a Pandora’s Box of public policy issues related to e-commerce. From Personal to Policy My conversations with Roger Tew set off a wild ride of political and policy struggles between 1997 and 2003, related to the advent of e-commerce. There were ugly fights requiring that my colleagues and I stand in the way of a powerful group of technology companies and political leaders—primarily those in my own political party. Throughout the late 1990s, an explosion of internet businesses had begun to emerge. Silicon Valley venture capitalists were funding just about anybody with a web-based idea and a business plan. It was the new frontier. I was working to position Utah in a way to exploit these new technologies in our state. It was my aspiration that Utah would begin to deliver services online and capture the new jobs this movement was spurring. I was well into the process of building Western Governors University (WGU), which was itself an internet business. Clearly, I was one of those who saw the vision of e-commerce and was committed to do everything necessary to ensure it moved forward. However, I saw that one potential barrier to e-commerce was access to the internet. Access to internet service was a major challenge in fulfilling the potential of the internet. At that point in time, most internet connections were achieved using a phone modem connection. It was slow and uncertain. But faster and better technology was within our sightline as the tech boom ignited. The tougher dilemma was how the explosion in e-commerce impacted sales taxes. Sales Tax on E-Commerce Dilemma Sales tax is one of the three primary sources of income for states—the other two being property tax and state income tax—and most municipalities depend on it to finance the services they provide. It was during the Great Depression that sales taxes first came into being, and by 1947 they had become the single largest source of income for states and local governments.(1) Sales tax laws are typically defined by state legislatures. These laws often allow local communities some flexibility to raise or lower the rates and to decide what goods are exempt from taxation. Sales taxes are then collected by the states and distributed back to the cities or other jurisdictions based on a formula devised by the legislature. It generally involves a split between the local government jurisdiction where it was collected and the state itself. Another important nuance in sales tax policy is that the actual name is sales and use tax. The use part is important because the duty to pay the tax actually belongs to a consumer. However, state legislatures also make it the merchant’s duty to collect the tax at the time the transaction occurs. Point-of-sale tax collection on every retail purchase is how the system works. Catalog sales had always been a fly in the ointment of sales tax collection. In the 1950s and 1960s, a Sears catalog could be found in most homes. If a person in my hometown of Cedar City bought a refrigerator from Sears through the catalog, they would send their check to Chicago, Illinois. However, the refrigerator might come from a warehouse in California. This presented several issues: Did the sale take place in Utah, Illinois, or California? Who was responsible to collect the money? Since the buyer lived in Utah, could the state of Utah compel a company in California or Illinois to collect and remit the sales tax? This dilemma was irritating but tolerable. Catalog sales were a very small percentage of the total, and states just accepted the revenue leakage but assumed it worked out in the wash. In 1992, however, the United States Supreme Court shook up the status quo with a ruling in the Quill Corp vs. North Dakota case. The court declared states could impose a duty to collect taxes on businesses outside their geographic boundaries—if the business had nexus in their state.(2) Three years later, in 1995, two businesses were formed that would soon turbocharge e-commerce and dramatically change the consumer market: Amazon and eBay. At the time, Amazon was just a small, online book seller and eBay was strictly an auction site. I got to know their respective CEOs, Jeff Bezos and Meg Whitman, by attending Allen & Company’s conference in Sun Valley, Idaho; each had presented at the conference as one of four small, interesting companies the organizers invited. “At some point this transition could highly affect the retail industry.” Amazon was based in Washington state. Under Washington’s state laws, Amazon would be required to collect sales taxes on books sold to Washington residents. But if Amazon had no facilities in Utah and a Utah citizen bought a book from them online, there was no obligation for Amazon to collect the tax. Technically, the Utah citizen was supposed to pay the tax as part of their income tax filing, but it was rarely enforced—and difficult for a citizen to keep track of in the first place. This gave Amazon a clear price advantage over places like the Sam Weller Book Store on Main Street in Salt Lake City.(3) The same book sold at both stores could consistently be sold 7.5 percent cheaper on Amazon. And that is where the problem—the sales tax dilemma for states—became abundantly clear to me. The lack of sales tax on e-commerce transactions would significantly affect retail stores, as people looking for a bargain would more likely shop online if they could get a cheaper price. Then, because sales tax is a significant source of state and local revenue, less sales tax coming in means less money for state and local governments to function. These problems needed to be addressed. A Public Policy Controversy At a meeting of the National Governors Association’s executive committee in December 1996, I raised my concerns about the taxation of e-commerce, expressing growing worry for the future of the sales tax. Using my personal experience, I painted a picture for the governors on the committee. E-commerce was going to become a major factor in commerce, I predicted. At that point in time, the combination of catalog and internet sales were less than one percent of total retail, which was manageable. But what would happen when it was ten percent, twenty percent, or forty percent of the retail economy? I recounted to the other governors what I had learned from Roger Tew about the complexities of the current system, and how unequipped the states were to deal with the widespread collection and distribution of e-commerce sales. I pointed out the significance of the Quill Corp vs. North Dakota decision, noting that while it was focused on catalog sales, the issue would increase at an exponential rate because e-commerce was about to explode the problem. Unless the states reinvented the sales tax collection system, the current collection requirement would be a burden to interstate commerce, and within a couple of decades sales tax would no longer be a sustainable state funding source. The impact on our local economies would be staggering. “At some point this transition could highly affect the retail industry,” I said. “If the states fail to fix this problem, the unlevel playing field between remote sales and retail sales would create worker displacement.” Economies change, and at times workers are displaced in a market-based economy. However, those shifts should occur naturally, not because the government treated one distribution channel better than another. I thought that failure by the states to streamline sales taxes and to find an efficient means of operating in an e-commerce world could also turn out to be a catastrophic blow to federalism. If states and local governments saw dramatic erosion of sales tax, they would become more dependent on Washington, D.C., for funding, and the power would shift further from the people. I suspect my colleagues may have thought I was a bit extreme in my predictions, but they understood the core issue. It was clear from the discussion that the National Governors Association (NGA) staff had been thinking about the sales and use tax issue too. Afterward, they thanked me for giving the issue energy in the meeting. The executive committee agreed that NGA needed to make this a priority and chose someone to lead the task. As in most situations, the person raising the concern ends up with the job. I agreed to become the lead governor on NGA’s efforts related to sales tax. Months after I raised the matter to the NGA executive committee, Republican Congressman Chris Cox of California and Senator Ron Wyden, a Democrat from Oregon, had a different concern about the internet and taxes. They were concerned that states and local communities would begin to place taxes on internet access in the same way telephones or highway access is taxed at the state level. They argued that taxing internet access would inhibit the capacity to scale quickly. Cox and Wyden each filed bills in their respective congressional chambers called the Internet Tax Freedom Act (ITFA). Their aligned aim was placing a permanent moratorium on any taxation that could slow the growth of the internet. The Internet Tax Freedom Act didn’t just prohibit the federal government from adding taxes to internet bills, it also blocked state and local governments from doing so. Congressional supporters believed it appropriate for the federal government to prohibit this because the internet is a form of interstate commerce, yet in the U.S. Constitution, the regulation of interstate commerce is a specific responsibility delegated by the states to the federal government. History repeats itself, and technology is no different. In my lifetime, I have witnessed similar transformational processes. While telephone services were available for decades, it was in the 1950s and 1960s that access became ubiquitous. I witnessed television go from a novelty to redefining American culture during the same period. In each case, building and scaling the infrastructure to ensure access was expensive. Typically, the cost of developing the facilities was financed, at least in part, through taxes or publicly regulated private investment. I could see internet access following a similar path, and felt that soon, access to the internet would not be a problem. My work on federalism had also made me sensitive to any hint that Congress would limit capacity of the states to operate. Even though I did not like the fact that Congress would be imposing a moratorium on state tax ability, I understood their argument. If the Internet Tax Freedom Act had simply been about taxing internet access, I would likely have paid less attention to the issue. However, the ITFA also created a permanent moratorium on states imposing a duty on internet sellers to collect sales tax. This represented not only a very serious problem for states but also a major problem for traditional brick-and-mortar retailers who were sitting ducks, totally unprepared for the competition about to hit them. While I did not feel that the government had any obligation to protect traditional retailers from their new competitors, I did believe government needed to insist the system was fair. Giving one sales channel (internet sales) an advantage not available to another (brick-and-mortar retail) seemed totally unfair. The Political and Economic Environment In 1996, a phenomenon referenced as the dot-com era was unfolding. CEOs of companies like Amazon, America Online, Microsoft, and Google had become celebrities.(4) Billions of dollars were being poured into internet businesses by venture capitalists and legacy businesses. Those driving the movement of capital constituted a generation of rich, smart, and bold young entrepreneurs. Every politician wanted to be their friends. Two years prior, Newt Gingrich and a firebrand group of conservative leaders had won control of the House of Representatives in 1994, putting Republicans in charge for the first time in forty years. They set forth on an aggressive agenda of political change and transformation at the same time the technology revolution began transforming commerce and ushering in the information age. Though the tech community had all the ingredients to be a powerful political influence, up to that point they had not often exercised it. Both parties were tripping over each other to become close to them. In many ways the internet tax issue was a perfect opportunity for the technology community to catalyze their influence, and the Republicans were ready to help. The idea of prohibiting taxes on the internet was also a perfect glue to bind Republicans and the technology world. To his credit, Grover Norquist recognized the opportunity and stepped forward to seize it. Grover Norquist ran an organization called Americans for Tax Reform (ATR). A Harvard Business School graduate, Grover had become a major force in Republican politics. Both he and his organization had a bigger-than-life presence in D.C. by branding themselves as anti-tax crusaders, insisting that every Republican candidate sign an anti-tax pledge or face their wrath. By signing the ATR tax pledge, candidates or office holders committed they would not support the raising of any tax. If they violated the pledge the organization would publicly attack them. These internet tax issues were right down Grover Norquist’s alley. Not only was it consistent with his advocacy theme, but it also provided him with alignment and access to the captains of the technology community. Grover and ATR had deep relationships within the Republican leadership of Congress, and later the Bush Administration. He was regularly invited to their strategy sessions and party meetings. This was because the Republican leadership of Congress, particularly in the House of Representatives, had several leaders who were like-minded. Every Wednesday, Grover hosted a lunch at his office where the leaders of conservative think tanks, lobbying organizations, and key congressional staff met to discuss their points of view and to form alliances. I had been a guest at the luncheon while I was chair of the Republican Governors Association. The Democrats, not wanting to be left out, also saw the opportunity with the technology world. The most likely Democrat nominee for president in 2000 was Vice President Al Gore. Gore, of course, was no friend of Grover Norquist or congressional conservative Republicans, but he saw himself as the rightful holder of strong ties to Silicon Valley and the internet and wanted to side with the tech community also. The political establishment was ready to help the technology community achieve its policy goals. It was a formidable coalition. Governors like me were also scrambling to ensure our states were not left out of the movement toward a technology-driven economy. However, we had a different worry. Would this alignment of technology money and political ambition consort to erode the economic and constitutional role of state and local governments by innocuously passing a temporary moratorium on sales taxes? I have often observed that there is a time in the life of every problem when it is big enough to see but still small enough to solve. This problem of internet sales tax was just barely large enough to see, and it had to be dealt with early or it would become far too large to solve. The states had to weigh in. In fact, given the fawning relationship between tech and national government politicians at that moment in time, the only political force that could stand in the way of a permanent moratorium on the collection of sales taxes on e-commerce sales was the governors and states. Although some traditional retailers had begun to wake up to their awful situation, it had not yet become a universal priority. Those who recognized the situation began to offer some help, but they lacked the political heft required. Truly, the governors had to step up on this one, and for better or worse, I was the leader of the resistance. Why me? Timing was a factor. I had positioned myself to serve as National Governors Association chair. I had worked with the governors from every state and in both parties. Federalism had been an overarching theme of my work, connecting the Conference of the States, welfare reform, Medicaid work, and many other things. I had used my active role in regional and national state organizations such as the Western Governors’ Association, National Governors Association, Republican Governors Association, and the Council of State Governments as platforms. The result: I knew the governors—all of them—personally. I knew the state legislative leaders and they knew me. These relationships were vital to my ability to rally the governors and states around an issue that on the surface seemed arcane and non-consequential. The fact that I did not have ambitions to run for president in 2000 probably helped. This was not a populist issue and had a political downside. I also played an under-the-radar role. There were quite a few governors with much higher national profiles than me, and there were few who had closer or better working relationships with individual governors. Opening Two Battle Fronts I could see the job of streamlining the sales tax system would require two very different but aligned game plans. The most challenging requirement was overcoming the mind-boggling complexity of trying to standardize an approach among states who loved controlling their own systems. This was going to take time. The most pressing immediate requirement was short-term. We needed to prevent the proponents of the Internet Tax Freedom Act from enacting a permanent moratorium on collecting sales taxes on transactions occurring over the internet. Even though sales taxes were not being collected on most e-commerce transactions at that point, simply not collecting taxes that were owed was better than passing a law preventing their collection. Why? Because once a moratorium was in place, allowing it to expire would be portrayed politically as a tax increase. Eventually, sales tax collection would become unviable and would be replaced by a less equitable tax. The promoters of the Internet Tax Freedom Act have always said their goal was to prevent taxation of access charges. I believe this claim was a diversion. Their primary objective initially was gaining a permanent sales tax moratorium. The tech industry and its supporters knew what they were doing. This was an effort to give one distribution channel a clear economic advantage over another. The executive committee of NGA had expressed verbal support to pursue the issue, but there were many more governors who needed to be energized. The National Governors Association is a bipartisan organization, and as such it has a very deliberate policy process. Without a formal policy statement, it is not possible for someone to speak on behalf of the nation’s governors. Once united on a policy, however, NGA can have a profoundly important impact. Consequently, I knew my first steps needed to be getting a policy statement through the NGA. Prior to the winter midyear conference in Washington, D.C., I worked with the staff of NGA to compose a resolution supporting a working group among various state organizations and private business representatives to begin developing approaches to the issues e-commerce raised. The group was organized under the name National Tax Association. In addition to the NGA, the working group included the National Conference of State Legislatures, the National League of Cities, National Association of Counties, and the U.S. Conference of Mayors. Several large retailers also joined in. I was appointed to represent NGA within the group. Truthfully, I think the National Tax Association effort accomplished very little except to help engage with some private-sector allies from the retail sector. It also served as a starting place with various state and local organizations who were alerted to the seriousness of the problem through the process. At the 1997 NGA summer meeting, I raised the issue at our governors-only session. Then in October, NGA issued a policy paper. The paper laid out state concerns, making arguments that foreshadowed the more formal positions the states would take in the future. The paper bluntly said that there was no evidence that states were targeting the internet for taxation, only that the states’ concern was that ITFA would erode state tax collections, which preempted state authority. The paper pointed out that the legislation created an unlevel playing field among retail distribution channels. It became the basis of an interim policy statement adopted by the NGA executive committee—a statement that would require ratification at the next general meeting of all the governors in February 1998.(5) Armed with the NGA position paper, I began meeting with various members of Congress to gauge their receptivity to our concerns. It was especially important that I meet with Representative Cox and Senator Wyden. It was clear they both supported the sales tax being part of the moratorium, but I did not sense them to be intractable. Likewise, it was clear governors and other state officials’ collective opposition had their attention. As the ITFA began to gain traction in Congress, the governors and other state organizations became more animated in opposition. Approaching the 1998 winter NGA meeting, I knew it was vital that the executive committee’s action have an affirming vote from all the governors. We needed to make a strong statement, so I began preparing. Persuading a Supermajority, Boosting Votes The NGA winter meeting is routinely held in late January or early February in Washington, D.C., at the JW Marriott Hotel. My practice was to fly to D.C. on a Friday evening to attend meetings of the Republican governors. Then the NGA meetings would begin Sunday morning with an opening news conference. Committees of NGA would meet in the afternoon. Sunday night was reserved for a state dinner at the White House attended by all the governors and spouses. On Monday, the meetings were dominated by speakers on whatever topic the chair had framed. Often the president would speak, or the governors would go to the White House for meetings with the administration. Monday was also the time set aside for a governors-only, closed-door session for two hours. This was where the things often got real, and disagreements were often made manifest. At the time, the NGA chair was George Voinovich, the Republican governor of Ohio, and vice chair was Tom Carper, Democrat governor of Delaware. Both sat at the head of the square along with NGA staff. The need to affirm the executive committee interim report was on the agenda. Voinovich called on me to highlight the issue and to discuss the need for a policy action the next day. I quickly reviewed the problem and how it affected every state—using the NGA policy paper as my guide. I had raised the issue of sales tax generically months earlier at the summer meeting, but the Internet Tax Freedom Act had not yet been filed. Now that it had, this was the first time the governors had been together to talk about the specific threat it represented. The discussion produced a very clear indication that while most of the governors were supportive, many of them had not thought deeply about the subject. More importantly, I found that there were a handful of governors who were prepared to be active antagonists on the matter. The small group of unsupportive governors had clearly been cultivated by the technology/anti-tax coalition and were not quite aware of my leadership and the threat the collective governors were to their efforts. This was made evident by both the nature of the arguments and the states they governed. The three primary opponents that day were Pete Wilson of California, Paul Cellucci of Massachusetts, and Jim Gilmore, the newly elected governor of Virginia. This was not an ideologically driven connection. What all three governors had in common was their states’ statuses as burgeoning tech and internet business hubs. California was home to Silicon Valley; Boston, Massachusetts, was aggressively courting internet businesses; and Virginia was home to America Online, one of the first major internet successes. The three were spirited in their objections during the governors-only meeting. “There should be no special breaks for the internet, but we can’t allow unfair taxation to weigh it down and stunt the development of the most promising new economic opportunity in decades.” That Tuesday, the policy meeting was held where formal positions were voted up or down. Given the momentum that was developing in Congress for the Internet Tax Freedom Act, getting an affirmative vote was critical to my ability to form a serious obstacle to the bill’s passage. The robustness of the opposition’s reaction in the governors-only meeting and the still unformed thoughts of many governors had created some doubt in my mind that I could get the supermajority vote required for an NGA policy. I spent the next twenty-four hours working to shore up my support. I had prepared a more detailed presentation than the one I made at the governors-only session. I carefully articulated multiple reasons why states should see the Internet Tax Freedom Act as hostile to states and local governments in the near term and long-term. I dealt with the economics, the constitutional issues, and the political implications of the push and pull of state and federal relationships. I pounded the unfairness of this to retailers and small, main-street businesses. At the conclusion, I felt like I had acquitted myself and the issue well. Although the opposing governors also made their views known, I got the supermajority vote I needed. Shortly after the vote was taken, an event occurred that taught me a valuable lesson and foreshadowed the nature of the politics that was likely to play out over the next four years. Seating at NGA plenary sessions was for the most part, random. As it turned out, I ended up sitting next to Pete Wilson, the California governor. Pete was finishing his second term as governor. Prior to that he was a U.S. senator, and in 1998, Wilson was widely considered to be a leading candidate for the Republican nomination for president. He had, as I indicated earlier, spoken against my position on the ITFA. Pete, like all the California governors I interacted with, seemed to see themselves as well above most of what happened at NGA. So, he held himself a bit aloof, and I suppose that is understandable. He was seventeen years my senior, had lots more public experience, and represented a state with ten times the population of Utah. When I finished my remarks, he complimented me. He then said, “Would you mind if I borrow your notes?” while reaching in front of me to pick them up. His request surprised me, and I may even have felt a little flattered that this big-time guy thought my remarks were thoughtful and wanted to read them. So, I did not object to his reach. Wilson looked at them for about five seconds, and then stood up, walking out of the room carrying my notes with him. He returned a short time later, returning my typed talking points with handwritten notes back in front of me—saying nothing. I remember thinking to myself, “What was that all about?” Later in the day, I found out. The passage of an NGA resolution opposing the Internet Tax Freedom Act was pretty big news—at least in the realm of those who cared about the issue. As the lead governor, I wanted to use it to put the sponsors of the bill on notice. So, I had arranged to see Chris Cox, the chief sponsor of ITFA in the House of Representatives. When I arrived to see Congressman Cox, it became evident that Pete Wilson had photocopied my notes and sent them to Cox in advance of our meeting. Pete Wilson’s action in taking my notes that way was neither dishonest nor consequential in the outcome of things, but it was audacious on two counts. First, that he would take my notes under implied pretense. Second, that I would just naïvely let him take them. I left the Cox meeting understanding better that I had been naïve and that my opponents on this issue were going to play hardball. The NGA action did put Congressman Cox and Senator Wyden on notice that NGA’s formal policy position to oppose them meant bipartisan state government opposition. They also knew local governments would not be far behind. Once governors started contacting their senators and congressional delegations it would begin to generate a new level of resistance. During my next meetings both Cox and Wyden signaled they might be willing to amend their bill to appease the governors. President Clinton at Odds On February 26, 1998, only days after the NGA adopted its position of opposition to ITFA, President Clinton announced his support of the bill. “There should be no special breaks for the internet, but we can’t allow unfair taxation to weigh it down and stunt the development of the most promising new economic opportunity in decades,” Clinton told a group of technology leaders. “This explosion of real commerce has the potential to increase our prosperity, to create more jobs, to improve the lives of our people and to reach into areas that have not yet felt prosperity,” Clinton added. Thankfully, Clinton at least expressed the concerns of state and local governments. “But it raises new and serious issues as well. How can we further its growth and foster its magnificent freedom without allowing it to be used as a tax haven that drains funds our states and cities need to educate our children, and make our streets safe?” CNN, in reporting the president’s statement, noted, “Clinton’s support of the Internet Tax Freedom Act currently before Congress puts him at odds with the nation’s governors, who want to establish a single sales tax rate for online shopping.” The single rate proposal was an idea we floated out of the short-lived National Tax Association discussion. As disappointed as I was that Bill Clinton, a former governor, would not support something so vital to states, I was not surprised. However, in his statement, Clinton opened a potential pathway to defer the sales tax issue. As CNN further reported, “To mollify the governors, Clinton called for a bipartisan commission of elected officials, business leaders, consumers and representatives of the Treasury Department to study the issue of taxing the internet. The president said the moratorium would give this group ‘time to work through what is a very, very complex issue.’”(6) In March, about a month after the winter meeting, I returned to Washington and had a meeting with Cox. My purpose was to see if President Clinton’s suggestion of a study commission, combined with Cox’s earlier signal, could produce progress. The visit produced what felt like a breakthrough. Cox and Wyden agreed to take existing sales taxes out of the moratorium and to shorten it to three years. During those three years, the advisory commission suggested by President Clinton would work to find a solution. On March 19, 1998, CNN reported: “A key legislator behind the proposed Internet Tax Freedom Act said Thursday that a compromise agreement with state and local officials has been reached to keep internet commerce tax free for the next three years. The agreement, worked out between Rep. Chris Cox (R-Calif.) and Utah Governor Michael Leavitt (R), calls for a three-year moratorium on new internet sales taxes. States and local governments, however, will be allowed to keep any taxes already imposed on on-line services. The agreement also calls for the formation of a congressional commission to find ways to tax the Internet.”(7) Gaining Traction with Governors In July 1998, the annual meeting of the NGA was held in St. Louis, Missouri. Governor Tom Carper of Delaware became chair, and I was elected vice chair. At the executive committee meeting prior to the conference, I reported on the status of the e-commerce issue, offering the view that the agreement we made with Congressman Cox and Senator Wyden was a positive step. However, removing the moratorium on sales tax on e-commerce from the IFTA and forming a commission to study the problem were not final. We still needed to pursue three objectives. Our first objective was ensuring the legislative product passed by Congress was acceptable to states and consistent with my agreement with Cox. Passage of the bill was still months away, and both the House and Senate would want their scent on the bill. The trade-off with Cox was helpful to members of the E-Fairness Coalition because it got our biggest issue off the table for at least three years. It was important that we were not naïve about the advisory commission being proposed in the bill. We had no friends writing the rules for selecting or conducting its business. The new draft of the legislation provided seats on the commission for several executive branch officials. It was still undetermined who would make the appointments, and the e-commerce coalition of anti-tax organizations and tech companies was operating closely with federal officials in both the executive and legislative branch. It seemed evident we were likely to see appointments stacking the commission with loyalists to ensure a lopsided report that would give Congress a green light to expand the moratorium in a future Congress. A longer-term but still vital objective was determining genuine progress was being made on streamlining the sales tax process. If we could not demonstrate progress and make a convincing case that it could be done, we would lose the opportunity. The courts in Quill had made that clear. I reported on efforts I had made to bring other state and local government organizations into our coalition. Finally, we needed to continue to raise the profile of the issue. We had to have allies in Congress, private industry, and the media. During the governors-only session, and between plenary sessions of NGA, I addressed all the governors about the situation. With the handful of governors who were part of the e-commerce coalition, it was awkward. So, I focused on the need to fix the system. I framed the discussion by saying the issue we were confronting was not just how e-commerce would be treated. The real issue was whether the sales tax would be viable in the twenty-first century. I pointed out the serious flaws in the current system and pounded home the possibility that unless states found ways to fix the system, Congress would take steps to federalize the process—making this one of the most serious federalism issues of our time. At the conclusion of the discussion, I proposed that the states begin an active dialogue among our tax people. I asked if there were governors who would be interested in having their sales tax managers attend; thirty states identified themselves. After the NGA meeting, a September date was set. The issue was beginning to gain traction among the governors. Team Sales Tax I developed a small tax team from people in Utah whose knowledge I respected and trusted. To a large degree it had been conversations with them that helped me understand the long-term consequences of this issue. After the summer 1998 NGA meeting, the Utah team I had assembled to support my efforts on this had a meeting. I asked Roger Tew, Val Oveson, and Bruce Johnson, who were members of the Utah State Tax Commission, as well as a BYU professor named Gary Cornia. Of course, Rich McKeown, who would later become my chief of staff, was chair of the Utah Tax Commission. I asked Rich to lead the team as quarterback. I also asked Joanne Neumann, who headed the D.C. office, and governor’s legal counsel Gary Doxey to be part of the effort. During that meeting we laid out a plan to work on all three of the key objectives I presented at the NGA Executive Committee. On the first objective, getting the states working on a fix of the current system, we decided to engage immediately with the Multistate Tax Commission and the Federation of Tax Administrators. If sales tax were to be streamlined, these two organizations and their leaders would have to do it. There was no other way. The Multistate Tax Commission is a group of the current tax regulators from each of the states. At the time it was run by Executive Director Dan Bucks. The Federation of Tax Administrators (FTA) was a similar organization. FTA’s executive director was Harley Duncan. Both were intensely focused on the sales tax issues. Val Oveson, who was a former lieutenant governor of Utah and was serving on the Utah State Tax Commission, was chair of the Multistate Tax Commission. He immediately arranged for me to attend their August meeting at Dana Point, California. The audience that day in Dana Point consisted of tax and revenue leaders from nearly every state and constituted much of the nation’s brain trust on sales tax collection. My speech to the Multistate Tax Commission was essentially a call to action. I made the case that dramatic simplification had to occur, and that could only happen if the states worked together collaboratively to think of sales tax in a different way. I also told the audience that without dramatic simplification and streamlining, neither the courts nor Congress would be persuaded to allow states to impose a collection duty on e-commerce vendors. We had to demonstrate this could be done. At the conclusion of their meeting, the group issued a proclamation committing themselves to propose a system that streamlined the collection of e-commerce.(8) The tax professionals in each of the states were competent, ideologically aligned people who wanted to fix the system, but they were not mighty in number or influence. However, these were the people who could figure out how to make sales tax work in the twenty-first century. Their work would be vital in getting the policy right and the systems functional. Dan Bucks and Harley Duncan were both extraordinary people. They were well known and respected throughout state and local government circles and seen as authoritative and smart by media sources. Dan and Harley also knew the technical aspects of tax law and collection better than anyone in the country. They were committed to lead the project technically. In fact, over the next five years and beyond, these two men, their organizations, and my tax team launched the Streamlined Sales Tax Project, which became the point of the spear in reshaping sales tax to accommodate e-commerce in the United States. “Leavitt is a courageous politician by taking on the internet sales taxation issue.” Once I felt confident that Dan Bucks, Harley Duncan, and my tax team were on their way to forming a process to harmonize and streamline sales tax systems, I focused my efforts on the areas I could most influence—the process of defining the issue politically, legislatively, and publicly. I viewed my job as preventing anything from happening legislatively that would permanently damage the capacity of states and local governments to collect sales taxes on e-commerce. In essence, I was buying time for the Streamlined Sales Tax Project to do the complicated work of fixing the system. Competing Messages By the fall of 1998, the E-Commerce Coalition had begun to formalize. Grover Norquist was working closely with his tech industry and congressional allies to bolster and strengthen the coalition. They had done a smart thing when they peeled off the four governors, Wilson of California, Owens of Colorado, Cellucci of Massachusetts, and Gilmore of Virginia, to help dilute the effect of NGA and the governors. Pete Wilson was preparing to run for president of the United States and would leave office as governor in 1999. Paul Cellucci, though Republican, was not that deeply engaged in the issue. He mostly saw it as a means of branding his state, Massachusetts, as pro-technology. This left Jim Gilmore, who was perhaps the perfect choice to become the face man for the E-Commerce Coalition. Gilmore had the perfect profile as an anti-tax conservative. He had been attorney general of Virginia before he ran for governor as an anti-tax candidate and was governor of the state where America Online was headquartered. The sales tax issue on e-commerce was a natural issue for Jim Gilmore to seek. He was elected governor by making his campaign a crusade to eliminate the state’s hated tax on automobile ownership. It was a clear and simple message: “Get rid of the car tax.” The truth is, the car tax was bad policy because it singled out taxation on one item of personal property. Likewise, using the unpopularity of the tax was also an effective campaign technique; it got Gilmore elected and made him a bit of a darling to anti-tax conservatives. In his first year as governor, Gilmore was successful in getting his legislature to adopt a plan to phase out the car tax, replacing the local government revenue it generated with other state taxes. As time went on, that plan could not be implemented, and it turned into a tax shift. At the time, however, the debate over sales taxes on e-commerce was materializing; Gilmore was coming off a legislative victory in his state that had made him a national figure; and he was still full of confidence his plan would be implemented. Aside from the political incentives to take on the issue, there was another valuable reward for Governor Gilmore to take on leadership of the sales tax issue. Over the next three years, Gilmore became a rather constant nemesis on the sales tax issue. We debated the issue dozens of times in influential forums across the country. He became the poster boy for the e-commerce cause, and I for e-fairness. From a policy standpoint, I was right. From a political perspective, I had a loser of a hand, really. During the second or third year of this controversy I was in San Jose, California, attending an event where President Bill Clinton was speaking. Sometime earlier, Clinton had told me he knew the impact not collecting sales tax would have on state and local governments, but even though I had tried many times to get the president and his administration to lean in on the issue, they would not. The administration at the time was also actively courting this new industry and he did not want to be sideways with them. Clinton, standing at the podium, noticed me in the crowd and acknowledged my presence. He said something to the effect that I was willing to take on hard issues. Then with a smile he continued, saying, “It is an important issue, and we have got to find a solution. But, it’s a stone-cold loser of a political issue.” This statement was true. Even my opponents were baffled by the dogged way I fought this issue. Grover Norquist was interviewed by a journalist from The Industry Standard, a tech industry publication, and said this: “He’s taken several stabs at playing on the national stage, and this was supposed to be his national coming out. But why in the world he thinks allowing states to interfere with interstate commerce will make him popular in the Republican Party is beyond me.”(9) Truthfully, it is a logical question as to why I became so involved in this issue, because like Gilmore’s state of Virginia, my state of Utah aspired to attract e-commerce businesses. So, why did I see this as an important issue? Why This Issue Grover Norquist’s comment about my involvement was interesting for a couple of reasons. His characterization that this was a “national coming out” was simply wrong. It just happened; I was not thinking in political terms. So, too, was Norquist’s quote interesting due to the way he cast the issue: “interfering with interstate commerce.” Clearly, they wanted to define the tech industries desiring a market advantage as interference with interstate commerce. Interference with interstate commerce involves deliberate moves to prohibit or obstruct trade among states. While clearly e-commerce is often commerce taking place across state lines, the existence of a sales tax on a state resident is not interference, and collecting it is a basic function of government, even though at that time states lacked a rational system to do so. It was something to be fixed, not an excuse to eliminate an important part of the national taxation system. Also, the basic lack of fairness was simply offensive to me. I felt the “no sales tax on e-commerce” effort was simply bad policy. It was an effort being driven by a self-interested industry coalition with a lot of money and influence that was trying to carve out a special and permanent market advantage for itself. It was disingenuous and totally unfair to businesses who just happened to sell their products from retail stores. In time, the market sorts out this kind of competition. It should not be decided by one segment using government influence to defeat the other. I also felt it was an egregious violation of federalism that would ultimately result in the creation of a national sales tax. Sales across the internet were destined to grow. We needed to create a new system that would allow this new marketplace to collect sales tax on behalf of states without undue burdens. If we did not, it was only a matter of time before Congress began to collect the money. Their approach would be to keep part of it, then attach strings of control on the monies they collected. It was clear to me that e-commerce would become a massive share of the market, and that unless we completely redesigned the sales tax system it would fail us. State and local governments would lose dramatic amounts of tax revenue. Local and state governments would have to raise other taxes. Overall competitiveness of the country would be diminished. I believe in limited government. However, government as a necessity for an orderly and safe society. Taxes are a requirement for government to work. The burden of taxes should be apportioned in a fair and equitable way. Both Sides Refine Messages To succeed, political campaigns and political movements must boil the essence of their arguments into concise, understandable messages that speak to the values, interests, and ideology of various groups and constituencies. By the early summer of 1998, both sides of the sales tax on e-commerce debate had begun to frame their messages. Congressman Cox and Senator Wyden, in promoting their effort to permanently prohibit taxation of internet access (the twenty-dollars-per-month charge for service) had adopted the phrase, “Don’t tax the Internet.” It was powerfully simple, and it conveyed in understandable and accurate terms their objective. It was a great sound bite. Cox and Wyden would make clear the internet was the essence of interstate commerce and that the United States Constitution is explicit in giving Congress and the federal government the duty to regulate any attempt by the states to restrict interstate commerce. Candidly, I thought some of the arguments they made for a moratorium on internet access were honest and believable. But then the e-commerce coalition dined out on the power of the “Don’t tax the Internet” phrase; it was the beginning of every sentence. They used it despite knowing that when used in conjunction to collecting sales tax on e-commerce, it was simply false and deliberately misleading. Sales tax is not a tax on the internet itself. Their second argument was “Do not kill this industry in its infancy.” They pointed to the internet as an exciting new medium that could transform the United States economy. Left to their own devices, they argued, local and state governments would tax the internet to death or make it so expensive only the rich would be able to use it. Senator Wyden told a hearing on a bill proposed by Senator Dale Bumpers of Arkansas, “They want to go out and collect taxes on the Internet because they see the Internet as a cash cow.”(10) Once again, this argument is nonsense. Their willingness to just ignore the falsehood of the arguments to exploit a good sound bite was also illustrated by their continual allegation that collecting a sale tax that was owed but had not been previously collected was “a new tax.” To me that is like saying a person guilty of tax fraud is actually not a perpetrator but rather the aggrieved party by virtue of the government imposing a “new tax.” And that “new tax” wasn’t a new tax at all, simply the same tax that would be collected if the product was being sold at a retail store. “Modernize or streamline the sales tax system so everyone paid their fair share.” Beyond their demagoguery with the phrase “Don’t tax the Internet,” the e-commerce coalition had a strong argument—complexity. The Quill decision of the U.S. Supreme Court handed this one to them on a platter. It was true; the complexity of the sales tax in 1998 was a burden to interstate commerce and had so many complexities it created serious economic friction. This was a challenge for the Tax Fairness Coalition, and we also lacked a concise, emotional, anti-tax soundbite. In fact, we carried an extra burden—explaining the sales tax. In every speech, debate, or media interview that took place, I had to explain the difference between taxing access to the internet and taxing sales that took place over the internet. Often, I found myself explaining to sophisticated audiences how sales taxes work. People did not understand that sale tax charges the purchaser or user of the goods, not the business collecting it. Explaining that businesses were compelled to collect sales taxes and remit them to one of thousands of different state or local governments was confusing. There is an old saying in politics: “When you’re explaining, you’re losing.” We were constantly explaining, and therefore it felt like we were constantly losing. Only after sufficiently educating an audience could we make our three basic arguments. A Level Playing Field for All The most powerful argument we had was simple fairness. It is a fundamental of tax policy that similar transactions should be taxed in similar ways. Because Amazon at that point in time was essentially a bookseller, and the best-known example of e-commerce, we often used the purchase of a book as an example. How could it be fair to charge a local bookstore with the obligation of collecting sales tax and not require it of Amazon? It provided the internet seller with a government-backed economic advantage if the price of a book costs 5 to 7 percent less money. It was also unfair that those who bought over the internet were avoiding payment of their fair share for local law enforcement, schools, roads, and other services. I would use the book example, and then ratchet up the scale by asking how long it would take for people to start selling industrial equipment over the internet to avoid sales tax. Our second argument was generally the economic impact it would have on local governments and the likelihood they would be required to increase property taxes, their only other source of income. We also pointed to the impact on the brick-and-mortar retail sector. That sector employs millions of Americans. Making a selectively applied tax the downfall of the retail industry was bad economic policy. There needed to be a level playing field. When addressing audiences who might care about federalism, I would speak to the impact the loss of tax revenue would have on state and local governments’ capacity to provide services. Typically, I would reflect on the likelihood that the federal government would ultimately impose a national sales tax, and then they would be the ones to distribute it among the states. In this situation, states and local governments would by necessity become more dependent on federal money and federal decision making. In the final analysis, the e-fairness coalition messaging had to be about how the system could be fixed and preserved. It was impossible to defend the current complexities. When speaking to an audience of citizens, who just wanted the system to be fair and to provide the required services, I always spoke of the need to “modernize or streamline the sales tax system so everyone paid their fair share.” Sales tax offended people far less than income tax or property tax. We asserted that the same technology—computers, software, and the internet—used in e-commerce could also be used to create and make the sales tax system manageable and fair. The Internet Tax Freedom Act With the summer National Governors Association meeting behind me, and an organized effort under way among state tax professionals to figure out how to fix the system, I turned my attention to how the Internet Tax Freedom Act was being written. Bills were being written in the House and the Senate, and there were meaningful differences between the two. For example, the House wanted the bill to provide a six-year moratorium on taxing internet access, while the Senate was pushing for a shorter one. We had two overriding objectives in exchange for the governors supporting the bill. We wanted to be certain no language was added that could be interpreted to exclude the ability of the states to tax e-commerce to the degree allowed under the Supreme Court’s recent Quill decision. The second objective was ensuring the rules for establishing the proposed advisory commission were as close to fair as possible. Politicians rarely organize advisory groups for advice—they are usually created for cover. The key is to ensure that the makeup of the organization and the rules of the body will produce the outcome you want. This is what Representative Cox and Senator Wyden did. It seemed Cox and Wyden felt the governors could be a real impediment to ITFA. They concluded to enlist NGA support by taking our biggest concern, a moratorium on e-commerce sales tax, off the table and to offer the creation of an advisory commission to discuss what should be done in subsequent years. They had been seeking a ten-year moratorium, but the bill ultimately shortened the moratorium to three years. I do not have firsthand knowledge of their thoughts, but I assumed at the time—and to this day—that part of their willingness to agree to a three-year moratorium was to align with the first renewal of the moratorium with the conclusion of the Advisory Commission on Electronic Commerce (ACEC). Simply stated, their strategy was to get the core bill in place—with governors’ support—and then expand the scope and definition of the moratorium at the first renewal by pointing to a “recommendation” by the ACEC that the renewed bill should include a moratorium on sales tax on e-commerce. During the summer and fall of 1998, the NGA team and I focused intensely on influencing the shape of the Internet Tax Freedom Act as different versions worked their way through the House and Senate. We had begun to pick up a few congressional allies, mostly officeholders who had been former state officials, such as Senator Byron Dorgan, a former state tax commissioner in North Dakota; and Senator Bob Graham, previously a governor of Florida. Both were Democrats in a Republican-controlled Senate. Both Graham and Dorgan offered alternatives that were state friendly, but those bills were dead on arrival. We had to depend mostly on our relationships with Republican leaders and the threat that the governors would actively oppose the bill. NGA’s leverage in our discussions with the ITFA drafters never felt particularly strong. Any heft we had came from the sponsors’ concern that when governors and other state and local government leaders are passionate and aligned on a bipartisan basis, they can exert a lot of pressure on each state’s two senators. Most of the Senate had given the ITFA little thought at that point. If senators and their staff suddenly started hearing from every mayor, county commissioner, or state legislator in their state about this issue, it could make it difficult to pass. Cox and Wyden viewed this as a long project and did not want to start fighting state and local government. Wrangling Over the E-Commerce Commission We had gained enough traction to begin to put together a commission to discuss the tax problem. Joanne Neumann and I led a team from NGA that represented the governors in the project. However, negotiations on blue ribbon or advisory commissions and task forces almost always revolve around the same issues, the first being who will host or manage the group. The Clinton administration wanted to be the organizer, but the governors (NGA) pushed back. It had become clear to the governors that the president’s earlier endorsement meant he was all about gaining pull with the tech industry. We prevailed on that issue. The size of a committee or commission is important as well because it ultimately dictates the way various constituent interests get represented. In various versions of the bill, the number of seats on the commission was as high as thirty. However, in the final version of ITFA, only nineteen membership spots were authorized. I did not engage heavily in this discussion except to remind that the larger the group, the more complicated it is to manage. I knew there were only four things that really mattered: How the seats at the table were allocated among the various interests; who chose the members; how decisions were to be made by the commission; and the scope of the agenda. It was clear to me that the sponsors and writers of the bill set about to create a framework designed to produce an outcome they liked, starting with the allocation of seats. We fought hard to specify that eight of the seats would be occupied by state and local government representatives. The bill required one of those to be from a state without a sales tax, and another without an income tax. The issue of who would appoint the commission members was resolved by allowing the Clinton administration to appoint the three federal agency representatives, spreading the other sixteen choices among the majority leader of the Senate, Trent Lott; the minority leader, Tom Daschle; the Speaker of the House, Newt Gingrich; and the minority leader of the House, Richard Gephardt.(11) “Any recommendation agreed to by the Commission shall be tax and technology neutral and applied to all forms of remote commerce.” It was on the question of how decisions would be made that Joanne and I won two critical concessions in the bill’s drafting. First, we insisted the bill require a two-thirds vote (a supermajority) of the members for a proposal to become a recommendation of the commission. This meant twelve of the nineteen commission members had to support a proposal. The second concession was a sentence in the law which states: “Any recommendation agreed to by the Commission shall be tax and technology neutral and applied to all forms of remote commerce.” It was also agreed there would be no proxy voting and members could not attend electronically.(12) Tom Griffith, a lawyer who served as counsel to the ACEC, said later in a speech at the Brigham Young University law school of these two provisions: “I suggest to you that those are significant restraints upon the types of recommendations the Commission can make. According to the drafters of the Act, the proponents of this language, who represented the NGA, wanted a guarantee that there would be no safe harbor and taxation for electronic commerce alone in any recommendation made by the Commission.”(13) The truth of Tom’s comments was demonstrated as the ACEC became operational. The final issue was the scope of the agenda. NGA argued for a more expansive agenda than the mandate provided in the bill. In retrospect, I am not sure why we did so. There was plenty to cover in the relatively short time available. One other issue related to the drafting of the ACEC—who would pay for it. It was always assumed during our discussions with bill drafters that the commission would be paid for by congressionally appropriated government funds. After passage we learned that the intended funding mechanism was to be private donations.(14) My experience with government-authorized task forces and commissions is not unlimited, but it is considerable. Maybe there are other examples where serious policy making was to be done by organizations funded by private donations, but I am unaware of them. I cite this development as evidence of what I consider to be the strategic intent of the bill’s sponsors and their allies. This was, from the beginning, about providing them cover to pursue the creation of a permanent moratorium on sales taxes related to e-commerce. I was incredulous when I learned about the funding of ACEC. I made clear in my capacity as NGA chair that governors had agreed to participate in a deliberate and orderly public process. Having a public policy process funded by industry donors was completely unacceptable and if government funding was not arranged, we would consider any product of the process as invalid. Agreement was reached among the parties that the Commission would ask Congress to appropriate the money. On their assurance it would occur, we would proceed. On October 21, 1998, Bill Clinton signed into law the Internet Tax Freedom Act. The bill summary published by Congress described the act this way: Internet Tax Freedom Act of 1998—Prohibits, for three years after enactment of this Act, any State or political subdivision from imposing, assessing, collecting, or attempting to collect taxes on Internet access, bit taxes, or multiple or discriminatory taxes on electronic commerce, with exceptions for: (1) Internet access taxes imposed under specified State statutes, provided that each State referenced enacts, within one year after enactment of this Act, a law to expressly affirm that such tax is imposed on Internet access; and (2) the provision of Internet access offered for sale as part of a package of services that includes services other than Internet access. Establishes the Advisory Commission on Electronic Commerce to: (1) study State and local taxation of transactions using the Internet and Internet access, examine model State legislation relating to the taxation of such transactions, and examine sales and use taxation on remote commerce and related issues; and (2) report to the President and the Congress proposed legislation reflecting its findings. Requires congressional consideration of such proposed legislation within 90 days after its receipt.(15) Tactics and Maneuvering Here is the rub: Of the eight state and local representatives, it was no accident that two of them had very well-defined views that comported with the views of Governor Gilmore. One was Commissioner Harris of Virginia’s assembly, and then Dean Andal, the tax commissioner from California, who just happened to support Congressman Cox’s position on the collection of sales taxes on e-commerce. Likewise, it was more than conspicuous that there was no representation from the traditional retail industry. The abundance of tech companies simply added to the lopsided nature of the appointments. Not surprisingly, Governor Jim Gilmore became the commission’s chair. He and his team hired the staff and organized the agendas. A committee was organized on workflow, but Gilmore appointed that body’s chair and the members. I was not naïve enough to be surprised by these outcomes. In D.C. power politics, the goal is to look as fair as possible while fully stacking the deck to the degree necessary to achieve a predesigned outcome. Once this commission had been chosen, the stacked nature of the panel became clear, and the importance of the supermajority requirement we got into the legislation became more evident. We had to find seven members to block a recommendation—not an easy task, and it was not immediately clear where they could come from given the stacking that occurred among state and local government appointments. We were working toward a minority victory, and I had a well-defined picture of what a minority victory looked like. The most important thing for us to do was assemble a coalition of sufficient size to block any recommendation that sales tax on e-commerce be added to the tax moratorium of the Internet Tax Freedom Act. As chairman of the National Governors Association, I naturally emerged as the leader of the state and local government coalition on ACEC. Tom Griffith, commission counsel, described me as having a “very active role on the Commission and . . . one of the more forceful personalities amongst a collection of accomplished people.”(16) My job was to play active, effective defense, and so Tom’s description was a diplomatic way of saying I played a version of hardball. At times I found the role uncomfortable, as I am not naturally an agitator. But in this case, I had to be. After the objective of blocking skewed recommendations, the second objective was to discredit the ACEC as an independent body. This was not a disinterested body just looking for the best solution, and we needed to highlight just how flawed the process had been. There was no doubt that the nature of the ACEC was gaining ground as an issue and there would be a lot of attention paid to the panel. Therefore, our third objective was to use this ACEC process as a means of educating important constituencies about the imprudence of giving the e-commerce sector a permanent advantage in the retail marketplace. Finally, I needed to demonstrate that it was quite possible to streamline the sales tax system in the United States and, gratefully, work was being done to achieve just that. The ACEC would provide a forum for proposals to be made and to show that serious effort had begun. ACEC Meetings Underway With the membership chosen, the commission was ready to begin operations. We were getting a late start really; the authorization and the funding had been in place since the previous December. We had to work fast anyway, given the statutory authorization of ACEC only through April 21, 2000. A workflow subcommittee proposed a work plan with four meetings. The first one was held June 21–22, 1999, in Williamsburg, Virginia; the second meeting would be held in New York City on September 14–15, 1999; a third meeting in San Francisco would convene on December 14–15, 1999; and the final meeting was scheduled for Dallas, Texas, on March 20–21, 2000. Teleconference meetings would be held between the first and second meeting and following the Dallas meeting. Because the meetings were captured on video, and a full transcript was made of each meeting, I will only summarize each of the meetings and share significant outcomes or capture a few vignettes that provide a flavor.(17) Meeting One: Williamsburg, Virginia, June 21-22, 1999 The first meeting was held in Governor Gilmore’s home state on the afternoon of June 21 and all day June 22, 1999. Williamsburg, Virginia is the historic home of federalism. Many of the nation’s founding documents had a root there. It was the first time I had been back to Williamsburg since that pivotal week in November 1994 when, as leader of the Republican Governors Association, I convened the GOP governors and the new Republican congressional leadership to begin the process of moving power back to the states. The irony was not lost on me that we were returning to the same place to jump-start a process where Republican leaders were angling to limit states. The Advisory Commission on Electronic Commerce met at William and Mary College in an auditorium that first day. Commission members sat at a dais on the stage in an auditorium. The afternoon session was an organizational meeting. The transcript of the meeting makes clear that I was not about to accept a biased process.(18) The membership had clearly been stacked against state and local government interests in favor of a predetermined end, but we were not going to be finessed into accepting a phony outcome. Governor Gilmore had drafted a set of rules and devised a two-million-dollar budget without any input from commission members, as well as hired Heather Rosenker as executive director, the spouse of the Mark Rosenker, who was an officer of the Electronic Industries Alliance, a trade group who was at the center of advocacy of Gilmore’s position. I required a full discussion of the rules and procedures of the commission. The New York Times reported that Gilmore and I locked horns throughout the meeting.(19) The exchange seemed to be done politely but it was clearly awkward, especially when I challenged the hiring of an executive director consulting with the commission and made a point of her potential conflict of interest—with her sitting directly behind me.(20) Those things are never pleasant, and I don’t believe I’m particularly good at that kind of confrontation, but I needed to do it. We also discussed the funding issues. It was clear very quickly that I was not the only one uncomfortable with adopting a budget with no knowledge of where the money was going to come from. Gilmore casually suggested that the companies at the table were big, powerful companies with lots at stake. Surely, he reasoned, coming up with a few hundred thousand each would not be difficult. I immediately objected to any idea that the technology industry would fund a commission where they had such apparent conflicts of interest. The tech companies and other government officials expressed similar displeasure. It was clear that the commission would be viewed as bought and paid for by the industry. Governor Gilmore offered to have the state of Virginia pay for it. In fact, to his credit, he had put some seed money in to get the process started. Again, people were uncomfortable with that. The conversation continued into the next day and a committee was organized to develop a financial plan. Wisely, the committee went back to Congress, which ultimately appropriated $1.4 million to cover the costs. The next day, we followed an agenda, which called for us to formalize the commission and provided for a couple of scene-setter presentations.(21) Each of the members were given three minutes in opening comments. We all listened carefully to get a fix on where each commissioner was coming from. By that time, it was evident to me that to get seven commissioners to oppose the sales tax moratorium, we would have to gain the support of either the federal or public members. For the most part, each member’s comments reflected the perspective they occupied. By design I did not take three minutes but laid out my position in direct terms. From the transcript: I would also like to join in the celebration that is being expressed in this era, this Internet era, this powerful union, economic expansion, and I desire to see it assisted in any way. I want to make it clear I do not believe the Internet should be taxed. There should be no bandwidth tax, no discriminatory taxes. We ought not to be taxing access. We ought to be building it. However, those who choose to do transactions over the Internet should be treated with equality. I think that point has been made. Taxation should not depend on how people buy. I would also like to deal with what I feel are three realities of our work: The first is that we must, as has been stated, limit our scope. If we attempt to revamp the entire sale tax system in this country, that is a task beyond our capacity. However, we can undertake, at least in the area of remote sales, a radical simplification that is an absolute must if e-commerce is going to be a vital engine that is required for the 21st century. Time is our enemy. There is time in the life of every problem when it’s big enough you can see it but small enough you can still solve it. I believe that’s precisely where we are right now. We have to deal with this problem now. If we wait three years or five years, the course will be set, and we will be left to deal with the consequences that will shape themselves. Lastly, I would like to point out that given we are going to have to look at specific problems, we need to give them context but realize we’re not going to come up with the perfect solution. We should move forward looking for progress as opposed to perpetually deferred perfection. Thank you. As the first meeting closed, one had the sense that after months of delays, we got started, and that was about it. The members of the commission were known, but there was also a realization that the commission had very little time to complete its work. To deal with our constraint in time, a work plan committee was established by Governor Gilmore to narrow the topics we had capacity to deal with during the short time remaining under our statutory authorization. In a teleconference held on September 9, 1999, commission members heard the work plan subcommittee report. A transcript of the meeting reflects they proposed to deal with only three major issue categories: Local, State, and Federal Access taxes Electronic commerce sales tax issues International taxes, tariffs on electronic commerce (22) Further, they proposed the New York City meeting be used to listen to experts on all three subjects. In addition, commission members would be provided with written material for study. At the San Francisco meeting in December, there would be specific proposals made with the aspiration for substantive discussion among commission members to determine where there was agreement and where it could not be found. The final meeting in Dallas, scheduled in early March, would be where the final agreements were reached. Then, a drafting committee would put the report together for submission in advance of the April 21, 1999, deadline. The three topic categories the Work Plan Committee proposed were the obvious ones, but they were so broad it was going to be nearly impossible to explore them adequately. The dilemma added to my conviction that the Advisory Commission on Electronic Commerce was not a serious means of developing solutions but rather a means of justifying a policy position by the legislative organizers to give internet sellers a permanent advantage. However, I knew I needed to make the most of this commission and hope for the best; luckily, the three categories were helpful in organizing the second meeting of the ACEC. Meeting Two: New York City, September 14–15, 1999 The agenda (23) and the transcript (24) of this meeting tells the story. We met at the Millennium Hotel on 44th Street in New York City. Our time was organized to hear nineteen separate presentations from a group of experts on the three topics isolated by the Work Plan Committee. Each of the presenters were to provide written material and would be allowed five minutes to summarize their thoughts. These were brilliant people and each of their presentations were full of credible data. However, as the day went on, I became increasingly unsettled by the randomness of the presentations and the lack of a cogent path to lead us to a constructive discussion on recommendations. Plus, there was another problem called Tropical Storm Floyd, which was moving up the eastern seaboard of the United States wreaking havoc. It was already raining as we started the meeting, setting the stage for the five inches of rain that would deluge New York City the next morning, closing businesses and subways and halting any hope of travel. We realized we had to get out of town and concluded to cut our meeting two hours short so we could leave. As the clock ticked toward our targeted 3:00 p.m. adjournment, my frustration caused me to interrupt the meeting. Directing myself to Chairman Gilmore, I—not so artfully—told a story and then used an analogy to propose a change in the agenda. I related how Gilmore and I met with the governors at our summer NGA meeting to discuss sales tax on remote sales. The discussion did not center around all the tax revenue we were missing; it was about whether the sales tax system we had as a country was adaptable to the new modern economy. I then related how, after I asked for volunteers, thirty governors volunteered to send their tax people to participate in a meeting to explore that question. Why is that important? I asked. It’s important because as smart as the people sitting at this table are, none of us know enough about the nuts and bolts of the sales tax system to know if what we’re talking about is possible. I continued by offering an analogy. Nearly everyone on the commission was a chief executive of a large organization of some type. How do we act in our roles as executives? We lay out a set of high-level aspirations—a vision of where we want to take the enterprise—then we say to the people who are more knowledgeable than we are to tell us how to do it, or even if what we want to do is possible. We had been hearing competing visions and perspectives, I suggested. I then proposed we spend thirty minutes describing the attributes or requirements of a twenty-first century sales tax system. Once we agreed on the specifications, we could turn to the experts and people running these systems to find out how to do it—or even if it was possible. I proposed that we organize our agenda in San Francisco around holding proposals up against our specifications. I suggested there were common themes that all the commissioners were expressing, things I felt we could unify around—fully acknowledging it was not a complete list. I offered seven. Radically simplified system. “You can’t have 32,000 taxing jurisdictions. You can’t have a million different definitions.”(25) No new taxes on the internet itself. Remove the burden from the seller. No compromise in the privacy of the purchaser. Acknowledge the role of the states as a sovereign taxing authority. Treat purchasers of like goods equally across sales channels. I had been a bit awkward in the way I described my proposal, but it was good enough that people began to add criteria. Mayor Kirk said we needed to add technological feasibility. David Pottruck, the CEO of the online stock brokerage Charles Schwab, weighed in suggesting we should consult directly with technology vendors. Commissioner Sokul said international scalability needed to be a criterion. It seemed clear that others felt the same frustration as I did. Dick Parsons, the CEO of Time Warner, skillfully restated the proposal I had made and then expressed support for the idea. David Pottruck made a similar comment. A few more people made suggestions for the list. The final fifteen minutes of the meeting turned chaotic. The storm was settling in, people wanted to get out of town, yet we needed a direction for our San Francisco meeting. People were clearing up so they could leave. Others were still trying to get the floor. Some thought we needed a formal motion, others did not. Despite the disorder, in the final analysis, the commission adopted the proposal I made to develop a list of attributes the commission believed the sales tax system of the future needed to have. We agreed to refine the list and circulate it for a vote of commission members. We also agreed that at the San Francisco meeting we would invite groups, including state and local governments, to make proposals on how to accomplish our list of objectives. Meeting Three: San Francisco, December 14–15, 1999 To my knowledge, the list of criteria the commission could compare plans against was never assembled. Basically, Gilmore and the staff he had assembled just ignored the action taken by the commission in New York. However, a request was made for proposals. Dozens were received and fourteen were chosen by the ACEC staff. Fortunately, the ACEC staff had the insight to include a plan that NGA and representatives from thirty states had developed at a meeting in Atlanta in September. The NGA proposal was titled the Streamlined Sales Tax Proposal. I did not want to present it since I was on the commission, so I prevailed on the governor of South Dakota, Bill Janklow, to present it on behalf of NGA. There was great symbolism in my request, in that South Dakota had been a party to the Quill vs. North Dakota case. Perhaps more importantly, Janklow was colorful, articulate, and scrappy. I knew he could and would engage with the commission. He did not disappoint. The San Francisco meeting was an endurance test. There were a total of twenty-five presentations that came in three groups: the presentations missed in NYC because of the storm, a ten-minute presentation from each of the chosen proposals, and finally, seven presentations from industry. The most important development to result from that meeting was not immediately apparent. It was Janklow’s debut of the Streamlined Sales Tax Proposal. Within a month, the states were committed to launch the sales tax project no matter what happened with the commission. There were some attempts to find agreement at the end of the meeting, but the commission was divided. However, we had only six votes; Gilmore and his tech coalition had ten votes; The federal agency votes were unknown. I feel confident Gilmore thought he had their support because President Clinton had endorsed the Internet Tax Freedom Act. However, at the time, I was not sure that was the case. I held on to that hope because those three commission members were our only hope of being able to prevent Gilmore and the tech coalition from recommending a permanent moratorium on sales tax on e-commerce to Congress. Intrigue Before the Final Meeting The final meeting of the Advisory Committee for Electronic Commerce was scheduled for March 20–21, 2000, nearly four months after the San Francisco meeting. However, the issue continued to occupy a lot of my time before the meeting. I had been personified as the opposition to Gilmore. There were speech requests, news interviews, and several one-on-one appearances where Gilmore and I were juxtaposed. The fact that we were both Republicans made it even more interesting. Not surprisingly, as the issue became more contentious, there was personal tension between us. My constant opposition clearly got on Gilmore’s nerves. Likewise, I must admit I found Jim Gilmore to be opportunistic and arrogant. Both of us were quite civil in public settings and in one-on-one interactions. However, civility had its limit and there were some exceptions. At the NGA mid-year meeting during my chairmanship, held in January 2000, I was conducting the governors-only meeting. The subject of taxation on e-commerce was a regular topic among the governors. Except for Gilmore and four others, the governors were in opposition to Gilmore’s position. As I raised the topic, Gilmore’s sensitivity overflowed, and he stunned everyone in the room with an outburst of personal anger toward me. It was so angry and personal that several governors who had not been particularly energized on the issue committed their support to me immediately after the meeting. “I’m here to represent taxpayers.” It was not just Gilmore who came to resent me because of my assertive role on the commission. Political organizations need boogeymen, which allows issue organizations to personalize their antipathy. Clearly, I earned a role as Grover Norquist’s villain. In fact, I was the 1999 poster boy on Grover’s traditional Christmas card parody, which depicted me as a Santa Claus figure offering taxpayers a lump of coal in their stocking. I think I may have picked the role up at the New York City meeting of the commission. In the middle of one of his sanctimonious “I’m here to represent taxpayers” riffs, I asked Grover if he could help me understand the difference between a taxpayer and voter, because I was not aware of a time when he had ever been elected by anybody. As we moved closer to the March meeting in Dallas, members of the commission had heard very little about what exactly would be proposed; however, it was clear to me what the opposing side’s strategy would be. Gilmore and his coalition had used their control of the agenda to make a gabfest out of the first three meetings, with no firm proposals. This created a situation where Gilmore, Norquist, and the tech business caucus could cram through a series of recommendations at the final meeting because they would have the thirteen votes required for a supermajority. When the agenda arrived a few days before the meeting, it revealed exactly fourteen resolutions that represented only Gilmore’s point of view.(26) They could have been—and perhaps were—written even before the commission started its business in Williamsburg in July of the previous year. Only three commissioners sponsored all fourteen resolutions—Gilmore, Norquist, and Stan Sokal from the Association of Interactive Media. In Washington parlance this was set up to be a good old-fashioned showdown, and I’m confident Gilmore was feeling pretty optimistic and smug. He was about to get a surprise. A day or two before leaving for Dallas, I spoke with Andrew Pincus, who was the general counsel at the Department of Commerce. He had been the leader of the three-department federal team. Pincus told me it was evident that the Advisory Commission on Electronic Commerce had been orchestrated by Congress to produce a particular outcome. While the White House had instructed them to be supportive in ways that advanced e-commerce, they were also told that the president knew a solution for state and local governments needed to be part of the mix and that a balanced approach should be supported. Pincus then explained that the federal team had observed the degree of manipulation Gilmore and team had engaged in. They were offended by the fact that the process had been designed to produce an agenda supported only by Gilmore and his coalition—essentially ignoring the states. As a result, they had determined they would abstain from voting on all the resolutions except those they had sponsored. I was elated. I knew without the three federal votes Gilmore could not get to a super majority. This meant, under the law, that the commission could only report on the matters receiving a supermajority. I told Andrew Pincus that the states would use the leverage the federal agency members were providing by abstaining to see if we could forge compromise language that they could support. I still had some hope certain members of the business caucus would see the value of compromise. Meeting Four: Dallas, Texas, March 20–21, 2000 The meeting in Dallas started with a greeting from commission member and Mayor of Dallas, Ron Kirk. I came to deeply appreciate Ron Kirk. He was direct yet measured, and had been a successful mayor since 1995. When his term expired in 2002, he was out of politics for a while and then ran unsuccessfully for the U.S. Senate. However, President Obama made him the U.S. Trade Representative in 2009. Ron became a stalwart ally and friend to me during the ACEC. The first matter on the agenda involved international issues raised by the federal agencies. Andrew Pincus used the opportunity to express his disappointment with the outcome of the ACEC and to announce they would be abstaining from any vote because of the one-sided nature of the process. As recorded in the transcript: COMMISSIONER PINCUS: Thank you, Governor. Yeah, I would like to say a few words, maybe generally, and then also specifically about this issue. I think the Commission has begun a national discussion of some very important issues. The president recognized the importance of these issues early in February ’98 when he announced his support for the Internet Tax Freedom Act and noted the importance of developing consensus on them. In accordance with that view that the interests of all stakeholders have to be taken into account, we’ve sought to work with everyone, making good faith attempts to achieve consensus within the Commission. And I have to single out Governor Leavitt, who’s the chairman of the National Governors Association, as someone who’s truly made Herculean efforts toward that goal. Unfortunately, the Commission has not yet been able to serve as a forum to forge that consensus. And we’d looked forward to supporting an overall package that would have reflected the views of at least two thirds of the Commission, as Congress required for a valid recommendation. And we’ve been working hard as an honest broker to try and achieve the balance that that requires between technology interests, state and local governments who have to provide services and the continued viability of traditional retailers, large and small. And we’ve been working hard talking to many members here about that. Unless the consensus develops, however, we’re going to abstain from voting. We remain open, however, to the possibility that a principle consensus will develop, and we hope before the meeting is over we can attract two-thirds consensus, but we do have views on the issues.(27) Andrew Pincus’s move, and his call for a consensus-building process, set into place a means for those two days in Dallas to result in a thoughtful, balanced product from the ACEC. Essentially, he said, if the chairman of the commission will play by the rules and seek to reach a balanced conclusion, we will enable the supermajority required. Otherwise, this commission will not be able to reach agreement on anything because the statute required a supermajority. My optimism lasted only moments. It is clear, in retrospect, that Gilmore, Norquist, and their lawyer, Tom Griffith, had anticipated that their agenda might not attract a supermajority vote and they had devised a plan to counter it. The transcript of this session (28) is worth reading because it is a classic example of how to use authority in an abusive way to manipulate results through process. Gilmore, with the assistance of his lawyer, simply overrode the rules and the requirements of the statute creating ACEC by using a flimsy logic and contrived tactics. It is a colorful debate in its entirety, which I will summarize. After Pincus made his statement, a commission member asked if that meant no proposal could be recommended by the commission, absent thirteen affirmative votes. Commission lawyer Griffith responded by saying the law required a supermajority, therefore that was true. However, the statute also required the commission to report its activities. He interpreted that to mean that if the commission wanted to report matters gaining only a majority, there was nothing preventing them from doing so. Governor Gilmore followed with an absurdly arrogant action. He declared as chairman he was ruling that the statutory requirement to report was more important than the supermajority requirement, and he ordered that majority votes be reported in the commission’s official report to Congress. He then magically produced letters from Senator Trent Lott, the Senate majority leader, and Speaker Dennis Hastert, who had succeeded Newt Gingrich as speaker, saying they would certainly like to hear what a majority of the commission thought. I challenged Gilmore’s authority to unilaterally make such a ruling. Gilmore claimed such power was granted under the commission’s rules because we used Robert’s Rules of Order. Not true, but it was meaningless to argue with him. Ron Kirk and I, along with others from the states and local governments, fought like lions against this ruling for nearly an hour. There was no logic to Gilmore’s position and the action totally misinterpreted the rules process. He was simply willing to do whatever it took to get his way. It represented a blatant breach of the integrity of the process. In circumspect, given the way the rest of the meeting went, and the way the report was ultimately written, the state and local representatives on ACEC should have simply resigned. However, Mayor Kirk was the meeting’s host and we still believed we could work with the business leaders to find a supermajority compromise. We worked late into the evening and all the next day trying to negotiate, but in the end, there was no agreement. We were very close at times, but Governor Gilmore and the business caucus wrongly concluded their cause would be better advantaged by submitting exactly what they wanted. Democracy rarely rewards that kind of behavior in the long run. One week later, Gilmore hosted a phone call to discuss the report with members of the Commission. I attended the call but said nothing. To my knowledge there was never a vote on the final report. End Game The formal report to Congress by the Advisory Commission on Electronic Commerce (29) was a sham, just plain phony. However, it was exactly what Jim Gilmore and Grover Norquist set out to create. It was designed to be a cover for their desire to legislate a permanent market advantage for e-commerce companies when the Internet Tax Freedom Act was reauthorized in 2001. The panel membership was stacked to create that result, and then the rules were not bent, they were broken. The panel was a waste of taxpayer money and provided little value toward actually finding a solution to a significant problem. I am not alone in my harsh analysis of Gilmore’s commission. On March 30, 2000, the federal representatives on the Commission issued a press release, saying bluntly, “The Commission became subject to procedural maneuvering to ensure that the only comprehensive proposal included in the final report was the one supported and offered by Chairman Gilmore and his coalition.” The release continued: “The report is unfair in its presentation of the results.”(30) Allison Shelton of the Public Policy Institute summarized reaction to the ACEC report this way: “Elsewhere the ACEC report was greeted withering criticism. Forty-two state governors signed letters to Congress opposing the report. State local governments claim that various new exemptions contained in the majority proposal, for items such as paperbacks and hardbacks, would cost them upwards of $30 billion annually if enacted. In the world of academia Charles E. McLure of Stanford gathered 100 signatures from academic tax specialists in a plea to ACEC to avoid special interest provisions. McLure characterized the academics letter as follow: “Basically, we’re saying that the thing that came out of Dallas is horrible.”(31) Despite this criticism, the Gilmore-Norquist alliance accompanied the publishing of their report to Congress with direct criticism of me. One article, published just before the ACEC report was released, screamed, “Governor Mike Leavitt to Internet Users: Drop Dead.”(32) The year 2000 happened to be an election year for me, and it was not surprising that opponents in both the primary and general election brought the issue up—but to no avail. I still won. Twenty Years—An Enduring Success Sales tax continued to be a very active issue for me. During the balance of the 106th Congress (1999-2000), a flurry of bills on the question of sales tax on e-commerce came in. Some of them contained proposals from the bogus ACEC report, others did not. In November 2001, the Internet Tax Freedom Act was due to expire. It was at this renewal point where proponents of the bill had planned to use the ACEC report to recommend that the moratorium language be expanded to include sales tax on e-commerce. Right on schedule, the ACEC report was trotted out by those who advocated for the sales tax moratorium. The report recommendations were incorporated into a bill sponsored by Congressman Henry Hyde, a conservative member from Illinois and chairman of the House Judiciary Committee. Gratefully, the bill went nowhere. However, in the end, the Internet Tax Freedom Act was extended again, this time until November 2003. The reauthorization included only the moratorium on taxing access and did not expand the law to include sales tax on e-commerce. I believe we succeeded in fighting off their proposals to include sales tax for three reasons: First, reaction to the ACEC report and its flawed process had been negative, and the ACEC process had also called attention to the consequences of its dubiously achieved proposals. Second, the retailers and local government groups finally began to make an effective case for fairness, particularly with members of the Senate. Finally, the states began to make discernable progress on the NGA proposal. In 2004, the moratorium was extended to November 1, 2007, by the Internet Tax Nondiscrimination Act. Still no sales tax prohibition. The Internet Tax Freedom Act Amendments Act of 2007 extended the moratorium on access taxation, this time for seven years until 2014. It also tightened some definitions and made other subtle changes. Still no action on sales tax. By 2014, when the next moratorium expiration date was approaching, a significant reversal had occurred in sentiment. Retail sales trends had dramatically changed as internet sales blossomed and traditional retailers began to fail. These two trends caused local and state governments to lose billions of dollars in revenues, throwing them in crisis. This was the exact outcome the state and local government representatives on ACEC had warned of. Suddenly rather than a sales tax moratorium, many in Congress began to support the Marketplace Fairness Act that would give states more power to require out-of-state internet sellers to collect sales tax on purchases. As Congress tried to extend the moratorium on taxing internet access, it was necessary to do several short-term extensions as they negotiated on the Marketplace Fairness Act. Finally, on February 24, 2016, President Barack Obama signed into law the permanent extension of the Internet Tax Freedom Act moratorium on access—but still no restriction on collection of sales taxes where nexus existed. While writing this history, I noticed a little nugget from Wikipedia in describing the Marketplace Fairness Act: In 2013 legislation, Virginia tied its gas tax rate to passage of the Marketplace Fairness Act or similar legislation by January 1, 2015. On that date Virginia automatically increased its gas tax rate by about 45% in order to partially cover the revenue shortfall from failure to pay tax on online sales shipped from out of state. The tax increase will automatically cease when federal legislation is passed to address this issue.(33) The State of Virginia had been so hurt by the loss of sales tax revenue on e-commerce that their governor and legislature put into law that unless Congress allowed them to level the playing field by passing the Marketplace Fairness Act, they would automatically increase their gas tax by 45 percent. The Formation and Development of the Streamlined Sales Tax Project Going back in time, at the September 1999 meeting of the ACEC in New York City, during the somewhat dramatic moment when Hurricane Floyd was approaching, I referenced a group of thirty states I had organized in my capacity as NGA chair for the purpose of developing principles of a tax system that could be made to work. One week later, on September 22–23, the states met in Atlanta. Over two days, we sketched the future of a streamlined sales tax system. That meeting produced a set of principles, which we fleshed out to become known as the Streamlined Sales Tax Proposal—the same blueprint Governor Bill Janklow presented later at the ACEC San Francisco meeting. It was a highly substantive proposal, but it was voted down by the Gilmore coalition with virtually no discussion. When the commission issued its report to Congress—and Gilmore’s report writing team included all of his proposals even though they failed to meet the statutory threshold—the report did mention the NGA proposal. It had a section where each commissioner could make comments. In my comments I laid out the thirteen requirements for the sales tax system of the future that framed the proposal.(34) It was evident to me and other state leaders that this was a matter of great importance to states and that we needed to become proactive in our pursuit of real solutions. To formalize our efforts the decision was made to create an ongoing group. In March 2000, I used my chairmanship at NGA to formally organize an alliance among many state government organizations called the Streamlined Sales Tax Governing Board. In an academic paper analyzing this effort, Alison Shelton summarized the core of the organization’s plan, saying: The National Governors Association (NGA) has developed a plan that would combine technology with tax simplification. Developed by Utah Governor Leavitt and others, the NGA’s “Streamlined Sales Tax System” would retain the existing nexus laws governing sales taxes, and hence would not impose new sales tax collection responsibilities on merchants. Under Governor Leavitt’s plan, the states would devote 6-7 years to an effort to harmonize and adopt the same product definitions and audit procedures. As originally proposed, the NGA proposal would relieve the merchant from all duties involved in collecting either the sales (in-state) or use (out-of-state) taxes. Instead, merchants would choose, voluntarily and free of charge, to transfer all responsibilities for calculating collecting, reporting, and paying the sales and use taxes, to a “certified service provider (CSP). The only obligation imposed on participant seller would be to integrate their computer systems with that of the CSP. The seller would not be responsible for determining the taxability of a transaction or handling tax monies and thus would not be subject to audit. The CSP would perform the sales tax calculations contemporaneously with the transaction so that the buyer would be informed of the tax collection before completion of the transaction. The states would assume all the costs of this system, contracting with the private sector CSPs to develop the necessary software. The way that states and localities reimburse CSPs could be negotiated—e.g., as a flat per transaction rate, a percentage rate, or a combination.(35) We believed the faster our progress in developing the Streamlined Sales Tax approach, the better our chances were of fighting off Gilmore and the technology vendors when they made the proposals contained in their phony commission report. By February 2001, the Streamlined Sales Tax Governing Board had significant, serious momentum. Thirty states were participating and had obtained authority to do so through an executive order from the governor or an act of the legislature. There were another eight states that were actively observing, which meant they did not yet have authorizing legislation but wanted to be part of it. Work groups had been developed and had started working on harmonization of rules, definitions, and data protocols. Serious progress was being made.(36) The credible start we had with streamlining sales taxes was important, and we referred to the progress often in meeting with members of Congress during 2001 to discuss the Internet Tax Freedom Act. It proved to be a significant factor ensuring that the moratorium in ITFA reauthorizations was limited to access. Supreme Court Settles It In November 2003, I resigned as governor to accept an appointment as administrator of the United States Environmental Protection Agency in the cabinet of George W. Bush. Even though I was no longer a leader of the sales tax changes, the policy fight over taxation of e-commerce and other remote sales continued. As previously reported, the Internet Tax Freedom Act continued to be extended, and in 2016 was made permanent, but only on access taxes. Sales taxes on e-commerce continued to be collected only under the conditions allowed in Quill Corp vs. North Dakota, which required physical nexus. Just as we had foreshadowed, e-commerce skyrocketed over the next two decades and the amount of sales tax collected on e-commerce to that point was a tiny percentage of what was owed. In 2012, states and local communities were feeling the predictable economic effects. The National Conference of State Legislatures estimated in 2012 alone the states lost more than $23 billion in sales taxes.(37) Every year, things became worse as e-commerce continued to grow. The Brookings Institution published a report showing that by 2018, sales tax revenues were dropping rapidly despite the fact that rates were increasing. This is exactly what we had warned would occur. From the point I resigned as governor in late 2003, the Streamlined Sales Tax Governing Board and various other state and local government organizations filled in whatever hole my departure left. They continued to lobby against policy that would make it legally difficult to collect e-commerce sales tax. The problem had become such a meaningful problem that several states passed laws designed to provoke a legal challenge aimed at overturning the Quill vs. North Dakota—fittingly dubbed “Kill Quill” laws. The first case to work its way through the legal process was referred to as Wayfair vs. South Dakota. It was argued in the Supreme Court in April 2018, and a decision was announced on June 21, 2018. The Supreme Court, on a 5–4 vote, overturned Quill, which meant that states could now compel e-commerce businesses to collect sales and use taxes.(38) The moment Wayfair vs. South Dakota was announced, the importance of the Streamlined Sales Tax Governing Board became evident. In the fifteen years since I exited the fight, the board had continued the hard work of building the technology and policies required to logistically get the job done. Just as we had envisioned in the late 1990s, the states that participated and pushed the Streamlined Sales Tax Agreement worked for years to align their tax codes. They unified around provisions that provided amnesty from past liabilities to those who would commit to operate through certified service providers. Our vision of equality over sales tax—and fixing the confusing sales tax laws—had finally come to fruition. In Retrospect The odyssey of the internet sales tax issue was remarkable, spanning two decades of commitment, maneuvering, tactical politics, and a refusal to abandon a principled stance—all playing out amid the tech revolution that swept the globe I first began to realize that the internet would bring a profound change to commerce, particularly retail, in 1998. Total remote sales at the time constituted less than one percent of all retail activity.(39) Then came the battles. The five-year window between 1998 and 2003 marked the political slugfest when a group of technology companies, in league with members of Congress and politically ambitious anti-tax advocacy organizations, fought to place a permanent moratorium on collecting sales tax for retail sales transacted over the internet—which would have given internet sellers a perhaps unassailable advantage over regular brick-and-mortar retail stores. More than twenty years later, I saw how my effort to level that playing field through sales tax collection on internet purchases played out, carried on by others—and how many of our predictions came true. Now, the percentage of all retail activity occurring online has increased exponentially. In 2018, online retail activity was 14.3 percent and by 2019 online transactions constituted 15.8 percent. In 2020, with the world reeling from a global pandemic, it skyrocketed to 21.3 percent of total retail within the United States.(40) Companies like Amazon, Google, Facebook, and Apple have become industrial giants. They are viewed now by many, including regulators and members of Congress, as having an unhealthy and unfair influence on society. They are accused of anti-competitive behavior, to the point that anti-trust investigations have commenced around the world. I think it not immodest for me to say that I was the national leader against the idea that the law should prohibit the collection of sales tax on e-commerce purchases by internet sellers. A close reading of news reports and the history of that period will bear that out. I did so despite my active efforts to make Utah a technology capital and in the face of substantial resistance from my own political party. I was fighting for two core principles—equitable tax policy and federalism. The Internet Tax Freedom Act, passed by Congress in 1998, left those selling goods and services in a physical retail setting with the obligation to collect sales and use taxes, but exempted remote sellers from the same burden. Had it continued to stand, significant harm would have been done to our systems of state and local government and our economy. A large amount of sales tax revenue was lost by states and local governments between 1998 and 2018, and they responded by shifting to other taxes and increasing rates. However, because internet sales would only continue to grow, states had strong incentives to improve their antiquated and inexcusably complex policies, laws, and technology. This boost in internet sales truly has moved us toward the development of a tax collection system that matches our moment. What we thankfully avoided—at least so far—is the development of a national sales and use tax system where the federal government collects the tax and Congress decides how it’s used. The explosive growth in internet sales has also allowed the retail sector to adapt. This sector employs enormous numbers of people. Jobs in retail are changing, and they must. But for the government to artificially fuel it by giving one sales channel preference over another would have distorted the outcome. Those changes are best accomplished by having consumers vote with their feet and wallets, not by preference-seeking industries and a preference-granting Congress. Big tech, as we have come to know them, are being questioned now for their anti-competitive behavior. Imagine what could happen, and what could have happened, if they had a permanent pass on sales tax collection. My role in conceiving of and fighting for a streamlined sales tax system is among the ideas, events, actions, and initiatives where I believe my public service made a lasting difference. But the effort was much different than the formation of a new online university, building highways, or hosting the Olympics, where tangible institutions or obvious benefits accrued. The internet sales tax saga was a fight to prevent shortsightedness. It is much harder to see, but I am no less satisfied by the result of my efforts. Footnotes: 1. Vivian Lee and David Wessel, “The History and Future of The Retail Sales Tax,” Brookings, July 16, 2018. https://www.brookings.edu/blog/up-front/2018/07/16/the-history-and-future-of-the-retail-sales-tax/ 2. Nexus means having a defined physical presence in the state such as an office, warehouse, or employees. Therefore, in the refrigerator example, both Illinois and California would have nexus because Sears had an office in one state and a warehouse in the other. 3. In 2012, Sam Weller Bookstore became Weller Book Works and the store was moved to Trolley Square. “Store History.” Weller Book Works, https://www.wellerbookworks.com/store-history 4. In 2006, the company America Online rebranded itself as Aol. 5. United States, Senate, Congress, and Committee on Commerce, Science, and Transportation, “Internet Tax Freedom Act: Report Together With Minority Views (to Accompany 2. 442),” U.S. Government Printing Office, Purdue University, 1998, p. 31–32, 91. 6. John King, “Clinton Supports Moratorium on Internet Sales Tax,” AllPolitics, CNN, Feb. 26, 1999. https://www.cnn.com/ALLPOLITICS/1998/02/26/clinton.net/ 7. “Deal Set on Internet Taxes.” CNN Money, March 19, 1998. https://money.cnn.com/1998/03/19/technology/tax/ 8. Multistate Tax Commission, “Resolution 98-01: Interstate Sales Tax Collections,” August 7, 1998.  https://www.mtc.gov/wp-content/uploads/2023/05/98-1Repealed.pdf This resolution was repealed in 2002 and replaced with a new policy statement. “Resolution 2002-01: Improving State Sales Tax to Achieve Fairness and Simplicity,” 2002. https://www.mtc.gov/wp-content/uploads/2023/05/AmendedPolicyStatement2002-01.pdf This new policy statement more clearly defines the Multistate Tax Commission’s support of the states seeking equitable sales tax treatment and creating a streamlined tax system. 9. Robert Boynton, “A Profile of Utah Governor Mike Leavitt.” Robert S. Boynton, August 14, 2000, https://robertboynton.com/articles/the-silicon-governor-how-utah-governor-mike-leavitt-is-using-mormonism-to-stoke-the-new-economy/ 10. Associated Press, “Senate Defeats Internet Sales Tax,” The New York Times, October 3, 1998. https://archive.nytimes.com/www.nytimes.com/library/tech/98/10/biztech/articles/03internet-tax.html 11. Thomas Griffith, “The History, Purpose, and Procedures of the Advisory Commission on Electronic Commerce.” BYU Law Review, March 1, 2000, p. 158–159. https://digitalcommons.law.byu.edu/lawreview/vol2000/iss1/2/ 12. Griffith, 160 13. Griffith, 160 14. Griffith, 161 15. Internet Tax Freedom Act of 1998, H.R.3529, 105th Congress. (1998). 16. Griffith, 155. 19. Jeri Clausing, “Internet Tax Panel Has a Rocky Start,” The New York Times, June 22, 1999. https://archive.nytimes.com/www.nytimes.com/library/tech/99/06/cyber/articles/22tax.html 20. Mike Sunnucks, “Group off to a Slow Start on E-Commerce Issues,” Washington Business Journal, Jun 28, 1999. https://www.bizjournals.com/washington/stories/1999/06/28/story8.html 21. Agenda, First Meeting of the E-Commerce Commission, College of William & Mary, University Center; Williamsburg, Virginia, June 21–22, 1999. https://govinfo.library.unt.edu/ecommerce/williams/agenda.htm 22. https://govinfo.library.unt.edu/ecommerce/workPlan/0806tr.htm 23. Advisory Commission on Electronic Commerce, “Agenda: Second Meeting of the E-Commerce Commission,” New York, New York, Sept. 14–15, 1999. https://govinfo.library.unt.edu/ecommerce/newYork/agenda.htm 24. Advisory Commission on Electronic Commerce, “Second Meeting: Transcript of September 15,” New York City, New York, Sept. 15, 1999. https://govinfo.library.unt.edu/ecommerce/newYork/tr0915.htm 25. Advisory Commission on Electronic Commerce, “Second Meeting: Transcript of September 15,” New York City, New York, Sept. 15, 1999, p. 232, line 16–18. https://govinfo.library.unt.edu/ecommerce/newYork/tr0915.htm 26. Advisory Commission on Electronic Commerce, “Agenda: Fourth Meeting of the E-Commerce Commission,” Dallas, Texas, March 20–21, 2000. https://govinfo.library.unt.edu/ecommerce/dallas/agenda.htm 27. Advisory Commission on Electronic Commerce, “Fourth Meeting: Transcript of March 20.” Dallas, Texas, March 20, 2000. https://govinfo.library.unt.edu/ecommerce/dallas/tr0320.htm 28. Advisory Commission on Electronic Commerce, “Fourth Meeting: Transcript of March 20.” 29. Advisory Commission on Electronic Commerce, Report to Congress, April 2000. https://govinfo.library.unt.edu/ecommerce/acec_report.pdf 30. United States, Department of the Treasury, “Volume 380,” Press Releases of the United States Department of the Treasury (March 1, 2000 - March 31, 2000), p. 353. https://fraser.stlouisfed.org/title/6111/item/587223 31. Alison Shelton, “Should State and Local Government Sales Tax Apply to E-Commerce?” Public Policy Institute, AARP, 2001. https://assets.aarp.org/rgcenter/econ/2001_08_taxes.pdf 32. Americans for Tax Reform, “Governor Mike Leavitt to Internet Users: Drop Dead.” April 7, 2000. https://www.atr.org/gov-mike-leavitt-internet-users-drop-a1035?page12 33. Wikipedia, “Marketplace Fairness Act.” accessed February 20, 2021. https://en.wikipedia.org/wiki/Marketplace_Fairness_Act. See also: Portnoy, Jenna. “Va. Gas Tax Set to Increase After Congress Fails to Pass Online Sales Tax Bill.” Washington Post, Nov. 27, 2014. https://www.washingtonpost.com/local/virginia-politics/va-gas-tax-set-to-increase-after-congress-fails-to-pass-online-sales-tax-bill/2014/11/27/609952ea-74fa-11e4-9d9b-86d397daad27_story.html 34. Mike Leavitt, National Governors Association, https://govinfo.library.unt.edu/ecommerce/leavitt.pdf 35. Alison Shelton, “Should State and Local Government Sales Tax Apply to E-Commerce?” Public Policy Institute, AARP, 2001, p. 22–23. https://assets.aarp.org/rgcenter/econ/2001_08_taxes.pdf 36. Alison Shelton, “Should State and Local Government Sales Tax Apply to E-Commerce?” 37. National Conference of State Legislatures, “Collecting E-Commerce Taxes | E-Fairness Legislation,” November 14, 2014. https://www.ncsl.org/research/fiscal-policy/collecting-ecommerce-taxes-an-interactive-map.aspx 38. Wikipedia, 15 January 2021, “South Dakota v. Wayfair, Inc.,” https://en.wikipedia.org/wiki/South_Dakota_v._Wayfair,_Inc. 39. The Census Bureau of the Department of Commerce, “Retail E-Commerce Sales in Fourth Quarter 2001 were $10.0 Billion, up 13.1 Percent from Fourth Quarter 2000, Census Bureau Reports,” United States Department of Commerce News, Washington, D.C., 2002. https://www2.census.gov/retail/releases/historical/ecomm/01q4.pdf 40. Fareeha Ali, “US ecommerce grows 44.0% in 2020,” Digital Commerce 360, January 29, 2021. https://www.digitalcommerce360.com/2021/01/29/early-estimates-us-ecommerce-grows-44-0-in-2020/

There was neither precedent nor blueprint in 1995 for creating an accredited, totally online university that awarded degrees based on competency rather than seat time. Western Governors University (WGU) was a “disruptive innovation,” as I termed it in the early days, before the university even had a name. The concept of WGU germinated shortly after I became governor, but my immersion in education policy, and the formulation of ideas aligning education with technology, started earlier—with the help of a coin toss. A bit of backstory is necessary. Following Governor Norm Bangerter’s election as governor in 1984, I was appointed to the Southern Utah University (SUU) Board of Trustees. At the first meeting I attended, a new chairman needed to be elected. I was nominated along with Donel Horlocker, a trustee from Logan, Utah. A secret ballot resulted in a tie vote; the process was repeated but produced the same result, so Donel and I suggested we resolve it with the flip of a coin. I won, becoming chairman of the Board of Trustees. And that coin flip set off a chain of events that proved pivotal to my emergence as a political figure. As chair of SUU’s trustees, I interacted often with the Utah Board of Regents, the statewide board that oversaw the entire system of higher education in Utah. In the spring of 1988, the regents’ leadership, in league with the business community, asked me to co-lead the opposition campaign against a ballot initiative proposed by a group of conservative Republicans. The proposal would have cut Utah taxes by 25 percent across the board—a serious blow to an already underfunded system. The details of that campaign are covered in chapter 25 of the first volume of my history. But my work in defeating the initiative was critical to Governor Bangerter’s reelection. I believe it was in part because of this that Norm appointed me to the Board of Regents the following July. As a regent, I was appointed to a legislatively created strategic-planning task force that spent multiple years discussing the future of K-12 education in Utah. During this time, I began to realize that I liked public policy and had an aptitude for it. I found camaraderie in the experience and, perhaps most importantly, I felt deeply invested in the public good that could come from the solutions we were knitting together. I felt engaged in something bigger than myself, and later ownership when the strategic plan we were developing was implemented. This was one of the key experiences that led me to run for governor. Naturally, once I declared my candidacy for governor of Utah, the Utah Education Strategic Plan became a cornerstone of my campaign platform, particularly on two principles: First, the plan focused intensely on emerging information technologies as a means of expanding capacity and access. Second, it focused on the need to measure student progress through competency development rather than just credit hours. My leadership on the tax initiatives, being a member of the education strategic planning task force, and the personal relationships I had built within the education community played a critical role in my being elected governor, because through those I gained an important endorsement from the Utah Education Association. I continued to champion the causes of education, but also began to see more clearly the various problems within the system. Traditional Methods vs. New Ideas The eight years I was involved in the governance of higher education also gave me a strong sense of the culture of higher education institutions. While I developed great respect for remarkably talented people, I also observed how process-oriented traditions, academic rank, tenure, and a touch of elitism were detrimental to the higher education system. I could also see flaws in the business model; as a regent I often raised questions about how the business model of higher education could be sustained over time. Tuitions continued to rise, pushing student debt to increasingly higher levels. The state’s capacity to subsidize the cost of higher education was being diminished by competing budget demands. Then I came to be suspicious of higher education’s fascination with new buildings. Each legislative season, university and college presidents would align with legislators to compete for funds to buy and build new buildings, which would then be relished as trophies and legacy pieces. But these trophies came with a price: every building increased the cost of running the campuses, and college campuses were already underutilized. Most classes were in the mornings, so many buildings were empty in the afternoon. Because higher education had also succumbed to the same agrarian calendar as public education, most campuses were ghost towns during the summer months and for weeks at a time during holidays. In addition, nearly every school, college, or university at that time used the Carnegie credit system, the standardized measuring unit of education credit, based on time rather than what a student has actually learned. Each university creates a currency called credit hours, which are based on time spent in a class taught by a professor or instructor on their faculty. Students are awarded letter grades to determine how well they did and obtain degrees by accumulating the required number of credit hours. I did not think this was a very effective way for students to actually learn the material. It also troubled me that at most large universities, teaching was secondary to research. Undergraduate education was conducted as a high-margin endeavor designed to subsidize the graduate schools. Yes, graduate schools are important, but teaching often gets short shrift in the process. I did my best to make changes to the flaws that I saw in the higher education system. During my first year as governor, I made a rather feeble effort to slow the number of new higher education buildings. I went to the Board of Regents and told its council of presidents I would not be supporting any building expansion. It did not go over well; they were polite to the new governor but clearly not deterred. To be fair, it was also a time of exploding demand in college enrollments. But it was clear to me that the new-buildings flywheel had been turning for a long time, and neither the institutions nor the legislators who supported them viewed limiting facility growth as a viable option. I needed a different strategy—and with the internet in its early stages, I was drawn to its possibilities. Utah’s system of higher education had been a leader in distance learning. Our state had developed EDNET, which provided closed-circuit television capability for students to attend classes electronically throughout the state. They used a dedicated channel, KULC-Channel 9, to allow those classes to be broadcast to the entire population. Given the technology available at the time, higher education could rightly be proud of those efforts. However, it was not television I was dreaming about. I wanted to drive higher education to the internet—a fairly futuristic notion at the time. After the 1993 legislature adjourned, LaVarr Webb and I began to really think about the internet and how it could tie into higher education. It would be giving us too much credit to say we could see that the internet would become the backbone of modern life. However, we were totally convinced that it was going be essential infrastructure and that it could be used to bring startling new efficiency to state services and education. I knew the internet would be essential because of my own personal experience building a private network for my business in the late 1980s using dedicated data lines. And all that expensive data line infrastructure could be made widely available through the internet. The Bicycle Speech, Foreshadowing WGU The possibilities for higher education and the internet were exciting, and in July 1993 an opportunity arose to present my ideas about merging the two. The legislature and education community had scheduled a summit on education that summer in Cedar City at Southern Utah University. I was invited as governor to speak. It was the perfect event for a new governor to lay down markers on the future. The entire state legislature was at the summit as part of their interim meetings, as were the Board of Regents and various boards of trustees from the individual institutions. They were joined by the State Board of Education and various local school boards. We accepted the invitation and then upped the stakes by announcing I would be delivering a major policy address. To increase the impact, we arranged for KUED Channel 7, a public television station, to carry the speech live. This speech was not only my opportunity to showcase and organize the ideas LaVarr and I had discussed but also the start of putting together the policy, as writing a speech is often the process of devising the policy. I took time off at the family ranch in Loa to recharge and compose the speech. LaVarr and Vicki joined me a few of those days to help with the speech, the three of us working out of the basement of the Road Creek Inn. It was a complicated speech to write because we were describing a future we could only imagine. At several points, we had discussions about whether we were overreaching—I remember saying, “This stuff is really out there.” I was worried that we would seem out of touch and too fanciful. Looking back, it was a logical fear, but hindsight demonstrates we were timid. The horizon we described was much closer than it seemed. I delivered what people sometimes refer to as “The Bicycle Speech” on July 14, 1993. It was built around a metaphor of the differences between the serviceable, mono-geared red Schwinn bicycle I used to deliver papers as a kid and the versatility of 21-speed bikes. The speech laid out three core challenges to our state’s education community. The first challenge was to make education an activity unbound by buildings, place, or space: Schools and campuses must facilitate, direct and enhance the learning process, but need not always be the location where learning takes place. We must get used to the idea of students learning at home, in dorms, at libraries, other community centers, and at work, not just in college or school classrooms. . . . To do this, we must make a major shift, a historic shift, in our basic strategy. We must invest less in bricks and mortar, and more in technology. Second, I challenged education leaders and legislators to raise their sights and expand technology-based education to a vastly larger universe of learners—making it part of every student’s education experience: With distance learning we serve thousands. But this is a new vision. A system that serves not thousands, but hundreds of thousands. Not just the students whose unique circumstances create special needs, but a system that serves every student. I challenge higher education to make available all courses necessary for general associate degrees through technology by the end of 1996. I also challenge you to expand the number of high-demand bachelor’s degrees delivered through technology. Finally, I turned to an early version of my thinking on competency-based learning, challenging the system at every level to pick up the pace in education. “Our system is defined too much by an institutional pace rather than the abilities or circumstances of individual students. For example, many young people waste their senior years in high school. We need to create incentives, financial and other, for high schools to move students though the system as quickly as the student has the capability to move. When a student has mastered high school curriculum, they should go on to college level courses or vocational training.”(1) "We must invest less in bricks and mortar, and more in technology." Obviously, the basic elements of Western Governors University were foreshadowed in that 1993 speech. However, I was still thinking educational institutions could heal themselves by reason, vision, and some money. The Bicycle Speech created the desired stir. Some saw it as an opportunity, others as a threat, and still more just thought it was not relevant to them. Still, my administration’s mission for education had been articulated, and we began to move forward. Early the next year in 1994, the legislature authorized the start of infrastructure improvements that would begin the expansion of internet access across the state. I also began working with the universities and colleges to implement the vision expressed in the Bicycle Speech. By the spring of 1995, I could see progress being made on the technological infrastructure, but it was becoming evident to me that the rate-limiting factor would be the development of education content and method. Nearly all the technology-delivered education offered in the state of Utah at the time was delivered through a synchronous model where students attended a class, at the same time it was happening, in special wired classrooms around the state. As someone else described it, we were “paving the cow paths.” I could see that this way was not effective. It might achieve a ten percent improvement—but I was after a tenfold multiple. Dr. Clara Lovett I became aware that other states had similar approaches to distance learning. Arizona was one; the state has many rural areas and had given Northern Arizona University (NAU) the lead role in expanding and modernizing those efforts. It was through NAU that I met an important ally in the fight to improve higher education—Dr. Clara Lovett. And it was somewhat by accident. Gerald R. Sherratt, the president of my alma mater, SUU, called me to ask a favor. Would I be willing to advocate for the entry of SUU athletic programs into the Big Sky Conference? I agreed. Dr. Lovett was the chair of the Big Sky Conference, so she was the one I needed to meet with. When I determined I would be flying to Phoenix for those meetings, I decided to also explore some ideas I had about states cooperating in the development of technology-based education. I would describe Dr. Lovett as an academic’s academic; she is direct and speaks with clarity and precision, colored with a charming Italian accent. After we had compared notes on the progress and challenges of our respective state systems, I posed a question to Dr. Lovett: would it make sense for state-financed institutions in various states to work collaboratively to develop and share the weight of developing technology-delivered learning? Her response was profound. “Yes, that would make a lot of sense. However, there are four reasons it won’t work: regulation, bureaucracy, tradition, and turf.” While I could tell it vexed her to say it, she was clearly speaking from experience. I left Flagstaff, Arizona, that day a fan of Clara Lovett. She had taught me an important lesson about the likelihood, or rather, unlikelihood, of being able to create a new technological system of education through existing state colleges and universities. Dr. Lovett and her influence became a cornerstone in the building of Western Governors, a new kind of university. Conception of an Idea A few months after I spoke with Dr. Lovett, the June meeting of the Western Governors’ Association (WGA) was held in Park City, Utah. I was chair of the association that year. The agenda included a governors-only lunch on the first day, where we could discuss issues that we had been thinking about. I used this setting to test my hypothesis that other governors would be concerned about the sustainability of the current financial model used by higher education. If they were, I planned to share my idea for a new concept. The response to my question was instantaneous and clear. I was not alone in my concern. Others joined in, especially Roy Romer, the Democrat governor of Colorado, who spoke passionately about the fact that universities measure the wrong thing. “They measure time, not performance,” he said. Roy referenced his experiences in business, comparing the academic credit system—where, even after the completion of credit hours and the awarding of degrees, businesses still had to retrain college graduates—to the certainty that comes in pilot training. He said, “If you want to get a pilot’s license, there are absolute standards you have to pass. And if you are paying me to train you, then I know I’m getting the job done. The tests are critical. I’ve got to be damn sure you know what you’re doing, or you’ll kill somebody.”(2) Roy basically stated what I was feeling: why give so much money to these colleges and universities when employers had to retrain graduates anyway? I then laid out the big “what if” question: what if the Western Governors’ Association formed a new university? It could be technology based— delivered entirely over the internet using quality content developed anywhere. Roy spoke up again, in essence saying that if we wanted this, the new university would need to measure student progress by how much people learned, not how much time they spent in their chair. Eleven governors from throughout the West had attended that session and nearly all of them spoke. It was a robust conversation, and the idea clearly resonated. It was discussed in each of our private meetings during the three-day gathering. At the conclusion, Jim Souby, the WGA executive director, was instructed to prepare a paper on the viability of the idea for discussion at the next meeting, which was to be held in Las Vegas, Nevada, the following December. We agreed, too, that each governor would invite to the next meeting both a key member of the business community and the commissioner of higher education from their state. "What if the Western Governors’ Association formed a new university?" When that mid-year meeting convened in Las Vegas, the concept paper, written by the WGA staff and a group of consultants they hired, fleshed out the simple idea we had articulated in Park City the previous June. And as agreed, representatives from each state’s business community were there, as well as the leader of each state’s higher education system. It was a meeting bound to create sparks. “Virtual University” Emerges I invited Cecilia Foxley, who was the commissioner of higher education in Utah, and Eric Schmidt, the young and well-respected CEO of Novell, a prominent Utah technology company. Eric and I had become good friends. He knew of my interest in how to apply technology to education and had expressed support. Responses to the paper and ideas were predictable and divided. The business community representatives spoke in respectful tones of higher education but also voiced their frustration with the way universities and colleges intrinsically operated. Unsurprisingly, the commissioners of higher education saw the idea as a threat. These commissioners, all sitting next to the governor of their states, were in a difficult position. They were being asked to critique an idea that the higher education community would undoubtedly view as competition. The higher education representatives cautiously raised questions about diluting scarce state resources and emphasizing the need for quality. The general tone of the meeting can be captured by two specific exchanges I remember from the meeting. One state’s higher education commissioner read from an essay that referenced higher education’s role of preparing students to “soar like eagles into the future.” When he finished, Roy Romer said, “I’ll tell you this, I’m not sure who will help students soar like eagles, but it’s not likely to be those who take summers off and have three weeks of vacation at Christmas.” The commissioners then brought up the labyrinthian topic of accreditation and walked the governors through it. There were seven regional accreditation bodies, and each had a full-time staff of people who oversaw the process. However, the developing standards against which an institution was evaluated, the actual inspection, and the final decision on accreditation were all made by small, appointed groups of respected academicians who worked part-time as accreditors in addition to their work at their own college or university. It was also made clear that each of “the regionals,” as they were collectively called, did not have the same standards. They decided on their own who was worthy to be called accredited. Through this rather sobering conversation, it became clear that forming a university took a lot more than creating a corporation and hiring faculty. What was most daunting was the realization that the judge and jury in accreditation were those who viewed themselves as the keepers of the very traditions we were out to disrupt. At the conclusion of the Las Vegas meeting, the governors voted to proceed to the next steps, which involved fleshing out the plans described in the concept paper and drafting the founding documents. It was agreed that at our June 1996 meeting, six months later, a go or no-go decision would be made. It was the theoretical launch of WGU, with a small splash rather than a giant wave. A short, Associated Press article in the Denver Post on December 2, 1995, was headlined: ‘“Virtual university’ is goal of governors.” The article quoted me and Governor Romer. “The world changed just a little, tiny bit today,” I said. “There will be in the future access to relatively low-cost high-quality instruction . . . and people will find it appealing.” Roy was more lavish. “It’s a system based upon the student, based on competency, not credits,” he said. “It’s revolutionary.”(3) A Bipartisan Partnership Coming out of the WGA meeting in Las Vegas, Roy Romer and I agreed to serve as the lead governors on the project. I knew Roy well because we had worked together closely on welfare reform and Medicaid at the National Governors Association. We had spent hundreds of hours under intensely partisan circumstances. We were very different— both in age and ideology—but we understood each other and were aligned in our objectives. Michael Goldstein, an early general counsel and corporate secretary of Western Governors University, described our relationship this way: It was absolutely extraordinary. Mike Leavitt looked like he walked off the top of a wedding cake and Roy Romer looked like he just finished plowing the fields on his farm. But they worked together astonishingly well. Leavitt, a classic conservative, was a techy interested in solving issues of time and distance. Romer was a social progressive, always asking, ‘How do we make this accessible?’ How will it give people value?’ They set aside their political differences to get things done.(4) Ben Nelson, the governor of Nebraska and the incoming chairman of the Western Governors’ Association, and Jim Geringer, governor of Wyoming, were both willing to be actively involved. Governor Geringer was pure Wyoming. A rocket scientist by training, he had an Air Force career before returning to Wyoming, where he gravitated toward politics via the Wyoming Legislature. He nearly always wore western boots and a cowboy hat. He spoke with a distinct western inflection that made him seem bigger than life. Once, the two of us were standing at a National Governors Association event in Vermont. A woman approached Jim and, pointing to his hat and western vest, asked, “Why are you in costume tonight?” Jim’s keen sense of humor took over. “Ma’am,” he responded, “in Wyoming, this is called business casual.” Like Roy Romer, Ben Nelson also played a prominent role in my history as governor. Ben was my partner in the development of the Conference of the States. In addition to our common views on federalism, Ben and I shared a history in the insurance industry, as he was commissioner of insurance in Nebraska before being elected governor. We were ready to start working. We had a great team and $400,000 that executive director Jim Souby had developed in reserves within the association’s budget to provide initial staff support and necessary consultants. Over the next two months, our WGA team devised an eleven-point plan to build this new version of a university. It was published in February 1996, referencing the product as a “virtual university.” In absence of an institution or name, this description gained traction. We eventually learned that the word virtual in reference to the university did not serve the effort well—but who could have known? We were pioneering. Formative Years (1996–1997) The months between the December 1995 WGA meeting and the June 1996 meeting in Omaha, Nebraska, were busy ones for me. Not only did I have my own legislature in session in addition to duties in Washington, D.C., but I spent much of February through May in 1996 flying to other western states, working to ensure the support of the necessary governors and their state legislatures. I wanted to make sure we had the votes required to move forward in June. But the biggest hurdle we had to jump was finances. WGA would not have sufficient reserves to finance development after the June meeting, so we decided to ask each state to provide $100,000 to finance the next phase of development. Getting ten legislatures to appropriate $100,000 for a virtual university is the hardest money I’ve ever had to raise. First, we had to ensure it was in the governor’s budget, and more importantly, we had to ensure the legislators understood it. Candidly, most of the governors were all for it, but they were not close enough to the project to explain and defend it. So, I offered to meet with their legislatures, and the governors welcomed my offer. My schedule limited the actual number of states I visited, but there were at least eight I was able to get to. I attended legislative hearings, met with higher education committee members, and essentially became a lobbyist to get this done. Naturally, the higher education community in each of the states thought this was a crazy idea. Even though it was a small amount of money, they viewed it as coming right off the top of their appropriation. As I recall, there were sixteen states and a handful of territories who were members of WGA at the time. We aspired to have all the states sign a memorandum of understanding supporting the creation of the institution, even if they had to do so conditionally. On my way to the meeting, I reviewed with my team the list of governors we could expect to sign. With a little nudge here and there, it looked like we could get a dozen or more. Not surprisingly, California chose not to sign. I worked hard to get them on board, but it was not to be. California felt they could do it better themselves. (Which they probably could have, but they didn’t.) We accepted it and moved on. Governor George W. Bush of Texas did not sign the memorandum initially, but he became an important supporter later though his policy director, Margaret Spellings. They also contributed the $100,000 initial assessment. This turned out to be a critical relationship when, four years later, Bush became president and Margaret was his second secretary of education. There was, however, a significant matter that had not been decided—a name for this institution. The governors had debated this question for months, and we finally decided on a set of principles: First, the name should showcase the western regional nature of the institution. Second, it should demonstrate collaboration among states. And finally, the name should reflect the commitment of the governors as initiators and leaders of the institution.(5) We had rejected fifteen different specific names at that point, and I was told the lawyers needed an answer to the question as soon as we landed in Omaha so they could plug a name into the documents to be voted on the next morning. So, still airborne between Salt Lake City and Omaha, I made the call—Western Governors University. The name we had liked best was Governors University because it would have more easily allowed the institution to operate nationwide, but there was already a Governors College in Illinois. Western Governors University still fit the criteria we had set out, and its legacy would reflect those who organized it. When we landed, the lawyers were called, and nobody questioned the decision. The next day, June 24, 1996, ten state governors stood together—all wearing identical WGU sweatshirts, which had been hurriedly purchased at an insignia story in Omaha—and signed a memorandum of understanding. We hereby . . . join together through this Memorandum of Understanding to initiate such steps as may be necessary to the establishment of . . . Western Governor University (hereafter “WGU”), which will, through the use of appropriate advanced technologies and educational practice, provide expanded access to high-quality postsecondary education and competency assessments and skills certification. . . . We the undersigned agree as follows to: . . . Take such measures as are appropriate to create a policy environment that supports the goals of WGU, including identifying and eliminating unnecessary barrier to or burdens upon the delivery of quality educational services via telecommunications and to the recognition of degrees and credentials obtained through such delivery systems.(6) It felt like a big moment, but the work had just begun. A headline the next morning in The New York Times provided a peek into the challenges we faced: “Virtual University Will Offer Authentic Degrees by E-Mail.”(7) Incorporation, Trustees, and More Planning The memorandum of understanding signed in Omaha that day was essentially an expression of joint aspiration and commitment. No legal entity existed yet called Western Governors University. We needed to create one, as well as a group of trustees to guide its development. A search led us to Mike Goldstein, an education lawyer who lived in Washington, D.C., and who had extensive experience in the legal structure and governance of higher education institutions. He began doing legal research on the best way to form an institution that was entirely technology delivered and that used competency measurement to advance students. Roy Romer and I had to put a short pause on our activities as lead governors after the Omaha meeting; I was up for reelection in November, and Roy, while not on the ballot himself, was deeply involved with the reelection of President Bill Clinton. Once the elections were over, we turned ourselves back to the effort of building WGU. The two of us signed the Articles of Incorporation shortly after my inauguration to a second term in January 1997, and an interim Board of Trustees was formed. That same month, Roy was nominated by President Clinton to lead the Democratic National Committee. While this affected the time Roy could allocate to the project, it did not diminish his commitment. Despite the new demands, he continued to make great contributions. Even with many other responsibilities, governors Romer, Nelson, Geringer, and I agreed to be on the Board of Trustees, which was finalized later that year. This was our signal to any doubters within the higher education world that WGU was a serious effort. We took great care and a lot of social capital to assemble a “dream board” of governors, academicians, tech-company leaders, and philanthropists. • The four governors were Leavitt, Romer, Nelson, and Geringer, representing the founders. • David Gardner, a former president of the University of California and University of Utah; Dr. Clara Lovett from Northern Arizona University; Sam Smith, president of Washington State University; and David Powers, executive director of the Nebraska Coordinating Commission on Post-Secondary Education, representing the universities. • Eric Benhamou, the chief executive officer of 3Com Corporation; Eric Schmidt, CEO at Novell Inc.; Barbara Gordon, vice president of global accounts at Sun Microsystems; Anne-Lee Verville, former general manager of global education industry at IBM; and Rick Bailey, vice president of federal government affairs at AT&T Corporation, all representing an important constituency, information technology companies. • Frank Mayadas of the Alfred P. Sloan Foundation, one of our earliest major donors and a philanthropic heavyweight.(8) While a Western Governors’ Association team had been driving the project forward up to that point, they had exhausted their economic reserves and needed to turn their attention to other things. We needed to develop a WGU team, a detailed academic vision, and financing for the university. Though several states pledged $100,000 to capitalize the effort, most of them needed to have the appropriation approved by their legislature during the 1997 session. That money trickled in over time. Honestly, I am not sure whether every state met the commitment. As a result, cash was scarce. To conserve the little cash we had, Roy Romer and I decided to each assign a person from our staffs to work full time on WGU. I offered Dr. Jeff Livingston, my education deputy. Jeff had taken leave from Weber State University, where he was a professor, to join my administration. Romer tapped Dr. Bob Albrecht, who was an administrator at the University of Colorado. The month after formation of the WGU, Jeff Livingston was appointed chief executive officer and Bob Albrecht became the first chief academic officer. Bob and Jeff began their work by reenlisting the services of two key consultants who had been major contributors to the concept papers used by the governors: Dr. Sally Johnstone from the Western Interstate Commission for Higher Education, and Dennis Jones, president of the National Center for Higher Education Management Systems. In speaking of her work in the early design of WGU, Dr. Johnstone said: It couldn’t replicate what already existed in state universities. We weren’t going to create new courses. We needed to fully integrate technology so that this would be a real twenty-first century university. And it needed to be competency-based to meet the needs of the workforce. The whole notion was based on research—we didn’t make this up. We looked at models all over the world of what worked and what didn’t. The next thing was figuring out how to turn this thing into reality. Dennis Jones had been a long-time advocate of competency measurement. The notion that students should be judged on the basis of what they have learned, not the number of courses they have taken—lies at the heart of WGU. This was one of the marching orders from the governors from Day One. Additionally, we will measure skills, not courses, or seat time. This will be the biggest shift from traditional higher education.(9) The Fundraising Grind As Bob and Jeff worked on the academic vision, I was figuring out how to pay the bills. I enlisted Max Farbman, a close friend who had been deeply involved in helping me raise money during my election campaigns. Max was a prominent Utah attorney, but he was also a gifted fundraiser and networker. Max just glows with an infectious enthusiasm that draws people in. It should be noted that without a $500,000 grant from the Alfred P. Sloan Foundation in 1996, right after the memorandum of understanding was signed, our work could not have continued. It is a great example of how much of a difference skilled philanthropic organizations can make. There were organizations that provided more funds, but none that had more impact. Timing is everything, and that donation from the Sloan Foundation came at just the right moment. Max Farbman aptly summarized the uphill nature of the effort. WGU was a start-up in every sense of the word. There was nothing like it, and it was not well understood. Remember, this was in the late 1990s, back in the Middle Ages as it relates to technology. At that time, the only community that I thought would get this would be Silicon Valley.(10) A start-up venture is exactly what WGU was at that point, and Max Farbman and I were scrambling to keep enough money in the bank account to meet payroll. I am grateful that I had a background in sales, because it helped me as I worked on the financial side of WGU while also juggling my day job of being governor. We had a business plan and some impressive supporters, but no track record to speak of. To make matters worse, economic enhancement was nowhere in sight—the return-on investment would be lives changed, not profits, endowments, or margins. We had to find investors looking to change the world, not just looking to earn more money. Despite Silicon Valley’s reputation for pure capitalism, Max and I began to encounter a group of young, gifted, and highly successful technology entrepreneurs who wanted to do exactly that—change the world of education. Luckily for us, they saw WGU as exactly the kind of disruptive force that would be change-making. One of those gifted entrepreneurs was Scott McNealy, the CEO and chairman of Sun Microsystems, a large, publicly traded tech company Scott had built from scratch. By 1997, Scott was forty-three years old and very wealthy. Max Farbman had learned to play the governor card about as skillfully as anybody in human history, and he used it to get an appointment with Scott at his office in Palo Alto. Now, this next story is right out of a start-up fantasy, though when it’s told, it nearly always omits one critical point: at this time, WGU was nearly out of money, and if we didn’t get more funds soon, this project would be over. We had been promised only thirty minutes. So, after some small talk, I made the elevator pitch—the limitations of the current education model, moving to technology delivery, and measuring student progress by what students learn, not seat time. Scott asked a series of questions and then said, “I totally get this.” He then went on to relate his own experience of when he took a class at Harvard using computer-based learning. “I started Monday morning and finished by Tuesday evening,” he said. “I didn’t sleep or eat, and I bugged the professor whenever I got stuck. I got an A. If Harvard had been all self-paced, I could have finished my degree in a year. Gates, Ballmer, Ellison, Jobs and other dropouts would not have gotten a head start on me while I was stuck getting my degrees; I was dying to get out and get a job and do something useful.(11) At the conclusion of our discussion, Scott walked to his desk, opened the drawer, and extracted one of those small checkbooks designed to fit in a breast pocket. He filled in the blanks, signed it with a flourish, and walked back to where we were seated. He handed me the check and said, “I want to help.” The check was for $500,000 from the Scott and Susan McNealy Foundation. His next gesture was just as important. Taking out his cellphone and turning to the contacts, Scott said, “Write these names and numbers down. You should call them and tell them I asked you to call.” The names were well-known technology figures: John Chambers at Cisco, Eric Benhamou at 3Com, Jeff Raikes at Microsoft, Lou Gerstner at IBM, Eric Schmidt at Novell, and Mike Armstrong at AT&T. "It's one small click for mankind, one giant leap for distance learning everywhere." In one meeting Scott McNealy—single handedly—not only saved us from scraping the bottom of the barrel at WGU but laid a beachhead in Silicon Valley that we were able to build on. One month later, AT&T provided a $250,000 grant. The McNealy’s gift, AT&T’s donation, and the state commitments that trickled in allowed us to continue our work through most of 1997. Headwinds Through most of 1997 and the first half of 1998, Jeff Livingston, Bob Albrecht, and their small team of consultants and employees hammered away in their attempt to define WGU. The higher education community had not paid a lot of attention during the first couple of years, but as time went on, Livingston and Albrecht were invited to speak at multiple higher education events. At first, the attention was a mix of curiosity and nervousness, but it was becoming more evident that the idea of technology-delivered, competency-measured education touched a lot of nerves. As an article in USA Today stated, “In just three years WGU’s architects have created a model that challenges just about every convention in higher education”.(12) By midyear 1998, we felt the need to provide some kind of product. On September 2, 1998, the board of trustees met for a meeting and used the occasion to launch a SmartCatalog, which provided online access and enrollment in any of 194 courses from various universities around the United States. It was akin to Amazon for college courses. Rather than opening a physical location with a ribbon cutting, six of us—Clara Lovett, Bob Albrecht, Jeff Livingston, Eric Benhamou, Governor Roy Romer, and me—surrounded a table, one person holding a recent invention: a computer mouse. I adapted the words of astronaut Neil Armstrong as he made the first moon landing: “It’s one small click for mankind, one giant leap for distance learning everywhere.” With that, we clicked open the website for Western Governors University. We had no idea what the response would be. Of course, the internet was new, and a very small portion of the population even had access to the internet. But no matter the number of qualifications one cites, the resulting uptake was disastrous. It was ten days before a single person enrolled. Finally, on September 12, 1998, WGU’s first student, Teresa Holtrop, a forty-two-year-old pediatrician at Detroit’s Children’s Hospital, signed up for an applied statistics course offered by Chadron State College.(13) From the beginning, when speaking about WGU, I had painted a vision of thousands—someday tens or hundreds of thousands—using WGU to access higher education. But only seventy-five students enrolled in a class during the first two weeks. Realistically, comparing the state of online commerce today (where millions of businesses offer products and services online) to the state of online commerce then, we probably shouldn’t have expected a different result. But we’d had high expectations and were disappointed. The media and critics in higher education jumped on the results in full force. The Salt Lake Tribune was particularly gleeful in calling WGU a virtual flop, pointing to computer glitches and too few students. “WGU has grabbed headlines and imaginations around the globe, but not many students,” the paper chided. While disappointed by the results of the SmartCatalog, our first-phase implementation, we kept moving. The SmartCatalog was only intended to be a building block on our way to offering competency-based degrees. It was during phase two of our plan that degrees were to be made available. As I reflect back on this first setback, it is clear there are two important lessons to be drawn from the SmartCatalog. The first is patience. In large measure we built the SmartCatalog because we were feeling a need to produce something, and we knew degrees were at least a year away. However, building it was not a good use of money or energy. The second lesson is managing expectations. The vision wasn’t wrong, but using numbers contemporaneously to express the anticipated enrollment of the future set us up for a letdown. It adds evidence to my rule: in politics, never use a number you are not willing to live with forever. Building Competency-Based Degrees In the year that followed the introduction of the SmartCatalog, the process of developing degree programs was shaped. Bob Albrecht and Jeff Livingston made the decision to develop a series of associate level degrees: associate of arts, associate of applied science in electronic manufacturing technology, associate of applied science in network administration, and associate of applied science in software applications analysis and integration, as well as one master’s degree in learning and technology.(14) While it has been greatly refined and improved since, the basic elements of competency-based degree development were invented during that process of forming the first WGU degrees. I found the process of degree development fascinating and spent a lot of time with Bob and Jeff as they worked through it. I found the associate degrees particularly interesting, because every associate degree contains what colleges reference as general requirements that ensure a student has basic literacy in areas such as science, math, civics, and language. This was directly related to K-12 education and the way learning is measured there. I was quite confident two important questions were rarely asked. First, what does one need to know in order to be considered educated? The second: What is good enough? Those questions first became part of my thinking during the Utah Education Strategic Planning Task Force I served on as a member of the Utah Board of Regents. It troubled me that in an academic, credit-based system, the primary measurement was how much time a student spent learning, and the second measurement was how well a student did in relation to other students. So, I worked on changing these markers at WGU. As we developed competency-based degrees, we were deciding what a student needed to know and how good was good enough. Working with a council of industry experts, WGU inventoried the skills and knowledge one would expect from a person at that stage of their schooling, and then a separate group of experts would figure out how to accurately and fairly measure a student’s competency. Once competencies and measures had been developed, WGU then needed to identify ways that students could learn them. Jeff Livingston, Bob Albrecht, and their team began “mapping courses” that were available on the internet. Even at this early stage, I had begun to envision a day when we could cumulate data that would compare the effectiveness of different courses by matching competency with the means of learning. I am not certain if that has been done yet, but it should be. We also developed the unique model of learning that WGU would use. Rather than holding synchronous classes where everyone started on the same day and attended the same classes (seat-time), we had defined the things a person needed to know, how well they needed to know them, and a method of measuring for the required competencies. Our concept was that the faculty would not lecture in a classroom setting but would mentor, teach, and assist students as they chose how to learn from a variety of instructional and experiential learning options. For example, a mentor might make the student aware of an online course at another institution that had been mapped to determine the various required skill areas. Or they could participate in a certification program offered by a technology company that taught parts of the required competencies. Because WGU was focused on what a student had learned more than how they learned it, the mentor played a critical role in charting a student’s learning pathway. We believed faculty mentors would be critical in a second way as well. Because students would be operating on individual learning journeys, we anticipated mentors would play a critical sociological role in providing encouragement and counseling. Our concept was that a mentor would spend considerable time getting to know the student at the beginning of their program, helping them plot a course and get settled into a rhythm. Then they would communicate by telephone, email, text, or messaging several times a week to encourage, teach, and hold the student accountable for progress. The mentor would also administer the competency measures, which could include testing, projects, and papers. But all of this needed to be proven, and the first cohort of 350 students would provide the laboratory for that to happen. I think the person who essentially invented how this mentoring role would operate was Vince Shrader, who to my knowledge was the first one appointed. Vince, who holds a PhD in philosophy, is still on the faculty at WGU. Three Miracles By the spring of 1998, WGU was living hand to mouth. The most challenging aspect of any startup venture is financing. We went through several “near-death” experiences, and at various times we didn’t know how we would make payroll. Because WGU was a nonprofit enterprise, every donor had to also be an investor in the WGU mission and vision. What happened next to keep WGU alive was a series of three miracles. Number one, Max Farbman had been cultivating corporate relationships, and his efforts had finally begun to mature. In April 1998, AT&T Foundation agreed to a two-year grant, with a first-stage grant of $750,000. Tom Pelto was the executive who made it possible. He had become a serious believer in our vision and took career risks, paving the way for me to meet with Mike Armstrong, the CEO in New Jersey. It did not hurt that I was, at the time, chairman of the National Governors Association and leading an initiative to defend the states’ ability to collect sales tax on e-commerce. The second miracle was an arrangement with International Thomson Publishing, which agreed to buy the exclusive rights to sell textbooks and other academic material to WGU students for a short period of time. I have never fully understood what they got for it, but what I know is that we got $1.5 million a year for over two years, and we would have failed without it. The third miracle was money from the Colorado state budget that Governor Roy Romer pulled out like a rabbit out of a hat. The funds came from mineral lease funds that states in the West receive from federal land agencies, a payment the federal agencies make to share royalties gathered on federal lands within the states. The funds go to the state and the legislature to be appropriated. The only requirement is that the state must justify that the money benefits the communities where the minerals were extracted. It is a highly competitive part of the budget process, and everybody wants a piece of it. Typically, mineral lease funds are used to build roads or other community building uses. Roy saw mineral lease funds as a means of directing funding to WGU. He wrote a justification that made a quite tortured connection with local communities by saying the money would be used to develop degree programs that would serve rural parts of Colorado. He allocated, and then defended, $3.3 million (from my memory) to WGU. Without it, WGU would never have survived this period. It was unplanned and came in the late summer of 1998—again at just the moment we needed it. That year, 1998, was the last year Roy Romer served as governor of Colorado. He may not have spent the time I did in driving WGU, but his ideological contributions, the economic contributions he stimulated, and his great prestige qualify him to be considered a keystone founder of WGU. “I’ve been told about WGU and we’ll send you some money.” These three gifts sustained WGU well into 1999; however, in the fall of 1999, WGU once again started to wobble financially. But gratefully, another miracle occurred. We had been actively and aggressively pursuing the support of Microsoft, specifically the Bill and Melinda Gates Foundation. The Gates Foundation had made higher education a theme, and we knew that having their support would be meaningful both economically and politically, since their money would stand as an endorsement of our idea. Max Farbman had been working with the foundation’s representatives, but they wanted to see if we were going to keep going. During the summer of 1997, I spoke at Allen and Company in Sun Valley about competency-based education, and Bill Gates was there. Then, in 1999, at another Western Governors’ Association meeting in Las Vegas, Bill Gates was the main speaker. Max arranged with Gates’s people for the two of us, Bill Gates and me, to have a meeting. But Bill arrived late because his previous meeting went too long, so he had to leave about as soon as he got there. Rather than have a formal meeting, I was invited to walk with him to the car. He was mobbed by a group of people and the whole situation felt uncomfortable. As we walked, I tried to summarize a thirty-minute meeting into thirty seconds. I just said, “Bill, your people will know all about Western Governors University. It will challenge every norm in higher education, and I hope you will get behind it.” Gates did not engage with me personally, but he said, “I’ve been told about WGU and we’ll send you some money.” It was all I needed to hear. In December 1999, the Gates Foundation donated $1 million to WGU. This money kept us going, and the validation opened more doors. The Accreditation Marathon Financing was not the only hurdle. In order to operate successfully, the university needed to gain accreditation by regional accreditors. The difficulty of gaining accreditation was first highlighted at the WGA meeting in December 1995 when the governors came together to discuss whether to undertake the venture. In that discussion the commissioners of higher education from each state had properly pointed out that in order to be considered legitimate—for degrees to have any value and for students to qualify for federal grants and other financial aid—this new institution would need to be accredited by the regional accreditation bodies. The commissioners then described the process of accreditation, the criteria, and dynamics involved. There was no shortage of skepticism expressed about this idea of a bunch of governors reinventing higher education. In pleasant, diplomatic tones, they described the complicated process their institutions had to navigate to remain accredited. After hearing the description, the governors were taken aback by the power accreditors packed. In a voice of frustration, Governor Ben Cayetano of Hawaii said out loud, “And who are these people, the accreditors?” His commissioner of higher education then said, “Governor, I hate to tell you this, but it’s us.” “Us,” indeed. Accreditation of schools, colleges, and universities is a peer review system, meaning they evaluate each other. However, as noble and academically ecumenical as that might sound, it presents a serious barrier to innovation—a quite perplexing dilemma for us in creating WGU. Let me acknowledge that institutions need evaluations against standards of quality and viability, and that making those judgments requires knowledgeable and experienced people. But the accreditors are people who typically work in other institutions of learning, which compete with other colleges and universities for funds, students, and prestige rankings. This gives existing institutions and those supported by them powerful disincentives to cultivate or encourage a competing or disruptive model. Admittedly, my description sounds impugning of the people involved. Actually, I think most of them have pure(ish) motives, but human nature is human nature, and the fact is, academic accreditation is a club membership. There is value to it, and although it is a necessity, it is a highly imperfect model of quality assurance. I have little doubt WGU would not have survived their tradition-bound, self-perpetuating processes had it not been offset by the collective gravitas of nineteen governors. To be fair, I also need to admit that to begin with, those of us who led that pressure started out quite naive and with expectations that were unrealistic. In the long run, it was the balance created by the collision of tradition-bound reluctance and impatient skepticism that produced an extraordinary outcome. I use the words “long run” deliberately because the process took five-and-a-half years to complete. Sandra Elman, president of the Northwest Commission on Colleges and Universities (NCCU), one of the seven regional accreditation bodies in the United States, described the first meeting between me, Roy Romer, and three accreditation officials (Elman of NCCU; Patricia Thrash of the North Central Association of Colleges and Schools; and Ralph Wolff of the Western Association of Schools and Colleges) this way: On September 30, 1996, Governor Michael Leavitt very eloquently told me and my two colleagues that it was his hope, and he anticipated, that Western Governors University would receive regional accreditation by the summer of 1997. Well, I can tell you, I sat there, I swallowed hard, and I said, ‘With all due respect governor, regional accreditation does not quite work that way.’ And he listened. And we, my colleagues and I, explained to Governors Leavitt and Romer what’s involved in becoming a candidate, and then becoming an initially accredited institution. Well, I wouldn’t say their jaws fell open, because they are too distinguished and too savvy for that, but they were surprised. And the fact is that it was almost two years until the university passed the eligibility requirement stage.”(15) What soon became evident was that accreditation was, by design, a slow and deliberate process. Accrediting WGU was made substantially more complicated by the fact that no accrediting body had ever been asked to provide accreditation to a university that would advance students based on competency attainment. To people who had worked decades within the Carnegie-based systems to gain a PhD and perhaps tenure at a university, the competency model challenged the concept of how value and quality were defined and measured. Likewise, the idea of full degrees being offered online did not align with what they normally dealt with, even though fully online courses were not entirely new. Traditional institutions had dealt with distance-learning platforms before—but those distance-learning classes still fit neatly into their time-oriented Carnegie systems. The bottom line was the accreditation agency had no established standards to measure against because those standards did not exist. There were no classes developed by WGU, and there were no students yet. Standard measurements, such as the square footage of a building or number of faculty, just didn’t apply. Likewise, the accreditors were quite unsure quality would exist in such an institution, let alone how to measure it. There was another problem: WGU’s accreditation would potentially fall under the supervision of seven different accreditation boards. The vision of WGU was that it could operate in all fifty states, but accreditation was done by regional authorities, and the western states participating initially fell into four different accreditation geographic regions. Did that mean we had to be accredited under each of them? It is easy to understand why the accreditors were both uncomfortable with the model and reluctant to even start down this road. I am sure they were asking themselves, “Why should we take all the time required to do this when this university is probably going to fail anyway?” A critical moment in the process came in a subsequent meeting with the Northwest Commission on Colleges and Universities. We were sensing reluctance. Roy and I discussed this with the sponsoring governors and decided we had to remind the accreditors that states were their customers and we needed them to respond. I believe great credit is due Sandra Elman. After Roy and I met with her, she concluded that WGU embodied the future where higher education was headed, and she viewed that as the kind of challenge academia needed to lead, not fight. She developed the idea of forming the InterRegional Accrediting Committee (IRAC), which would be essentially a joint venture of four regional accrediting bodies. Each participating regional commission would contribute members to IRAC. They would work together, and if WGU qualified for accreditation, they would be considered accredited by all of the four. IRAC was formed in 1997. The first task for IRAC was to invent standards for a competency-based university. They picked though the standards applied to institutions and asked themselves which ones applied. For example, there is a standard on how many volumes a library has, or how many study stations it should have. An internet-based university would eventually have access to most of the books written throughout time, so that standard likely didn’t apply. One of the most controversial standards was whether an institution that did not have technical “teaching faculty” could be considered an institution of higher education— WGU was designed around faculty that taught more as mentors than teachers standing in front of a traditional classroom. Accreditors had to accept a different concept of teaching than they were accustomed to. Both Bob Albrecht and Jeff Livingston were experienced in working with accreditation, as were several of the trustees. On May 13, 1998, IRAC granted WGU eligibility for candidacy status. It was only a statement that there was reason enough to believe accreditation could happen, but it was an important signal to the students that we hoped to enroll soon. First, however, we needed an offering. WGU’s Darkest Hours Despite IRAC granting eligibility status to Western Governors University, the fall of 1998 brought the SmartCatalog flop and intense economic pressures. Employees and contractors needed to be paid, and we had no sources of reliable funding. We were living hand to mouth, grant to grant. To make matters worse, in the fall of 1998, Jeff Livingston, who was president of WGU, announced he was leaving to return to Weber State University. Bob Albrecht made clear he would only stay long enough to finish the launching of the first degrees, then he, too, wished to return to his position at the University of Colorado. Likewise, my partner in the venture, Roy Romer, was scheduled to leave office at the end of 1998. I began to worry WGU was not going to make it. Though the university had been supported by many governors, most had done so at my urging. They had, in turn, leaned on their legislatures and stared down the objections of their higher education communities. However, the news media was beginning to smell failure, despite our IRAC Eligibility Status, and accreditors were palpably skeptical and could easily walk away if they thought the institution was not financially viable. In addition, it was not like keeping WGU on track was my only job. My day job, being governor of Utah, had other messy issues. We were preparing for the 2002 Winter Olympics, where there was an abundance of problems percolating, breaking into a consuming scandal in November of that year. Also, I had pushed to rebuild Interstate 15 through Salt Lake County all at once under a new and untried design-build construction process, so we were right in the middle of construction with the freeway system torn apart, and people were not happy. Additionally, I was serving as chairman of the National Governors Association, which also consumed a lot of time and mental energy. It felt like my canoe was surrounded by alligators. Charlie Johnson, who had served as my chief of staff and was a constant, trusted presence, left the Governor’s Office about a year into my second term. This was one of many times I called upon him for help after he had left. In the fall of 1998, I asked Charlie to come see me. Sitting in the small private office at the Capitol, I poured out my worries about WGU’s impending failure. I asked Charlie to dig into the problem and give me an honest assessment and a recommendation. "I may have found your new leader." A couple of weeks later, Charlie returned with a clear and concise assessment. We had to solve three problems. First, a new leader. Jeff Livingston had accepted a new opportunity at Weber State and was preparing to leave. Bob Albrecht was heroically pioneering forward but was clear about his departure. Second, having the team divided between Colorado and Utah was increasingly problematic. The final issue, of course, was money. We agreed the money issue was a chronic problem and that we would need my friend and colleague, Max Farbman—who by this time was spending nearly full-time raising money for WGU—to continue pulling rabbits out of his hat. I asked Charlie if he could begin exploring ideas for new leadership and committed to connect him with others who could serve as resources. However, I knew the issue of where WGU would be headquartered was something only I could bring to a head. New Home, New Leadership Designating a permanent location for WGU had simmered under the surface between Roy Romer and me really since the conception. We had managed it by having the contributions he made located in Colorado and those I arranged in Salt Lake City. The respective roles of Jeff and Bob likewise made it natural that the administrative functions of WGU took place in Utah and the university’s academic epicenter was in Colorado. However, with both of them leaving, it would be critical to resolve the question. I met with Roy at an NGA meeting in Washington, D.C., and expressed to him the three concerns that Charlie raised. We then discussed in a very direct way the sensitive subject of the permanent headquarters. I acknowledged it was natural for both of us to want it in our states. I also acknowledged that WGU would not have been created, nor would it have survived, without him. However, he was leaving office, and while it was critical that he remain involved, the perpetuation of our work would likely fall to me. I told him it was likely I would seek another term in 2000 and that there was no certainty his successor would have the same interest he did. Roy expressed in direct terms some worries he had about his perception of Salt Lake City. However, to his credit, he could see that with him leaving office it would be better to have WGU unified in Utah. We agreed nothing would happen until after he was gone and Albrecht had returned to his permanent role. But in the long run, the headquarters would be in Utah. Within weeks Charlie returned with good news. “I may have found your new leader.” He had encountered a young executive named Bob Mendenhall. Mendenhall had been the general manager of IBM’s worldwide education unit. He had become part of IBM when IBM bought the computer-based education and training company Wicat Systems, Inc., which Mendenhall had founded. When he left IBM, he had a two year non-compete clause in his contract and had decided to use the time earning a PhD in education at BYU. I met with Mendenhall at Charlie’s suggestion. Because Wicat Systems was a Utah company, and I had visited them in my capacity as governor, it is quite likely I had met Mendenhall before. However, this meeting was obviously different. I was flying to San Jose, California, in the state plane, and I invited Mendenhall along so we would have plenty of time to talk and discuss WGU. 1. From left: Ed Schafer, North Dakota; Tony Knolls, Alaska; Ben Nelson, Nebraska; Roy Romer, Colorado; Mike Leavitt, Utah; Phil Batt, Idaho; Jim Geringer, Wyoming; and Gary Johnson, New Mexico. 2. Web Business magazine praises WGU 3. Journalists show skepticism to WGU in the beginning stages I knew the next leader of WGU needed to have an entrepreneur’s mind and an educator’s heart. WGU was a startup business, and it had to be led by someone with the tenacity to think creatively and push through obstacles. Mendenhall checked the entrepreneur box for me—he had taken an idea and turned into a successful technology business, then took that business public, and then later sold it to IBM. However, what really excited me was how compatible our ideas were about the direction of education. When I asked Mendenhall to describe where he was in his PhD program, he responded that his course work had been completed and he was now working on his dissertation. The topic? Competency-based learning. There was no doubt in my mind—we had found the leader of WGU. High on the list of many miracles that occurred in the formation of WGU was the appearance of Bob Mendenhall at that moment in time. Bob’s willingness to accept the role, even when there was so much uncertainty, was an enormous blessing. When Mendenhall said yes, the search ended. In March 1999, Bob Mendenhall was announced as the new president of Western Governors University. Soon after, the elitist tendency of the traditional higher education establishment was once again made manifest. The Chronicle of Higher Education, one of the higher education industry’s most respected publications—and a frequent early critic of WGU—reported that WGU had hired a graduate student as its new president. But such comments simply supplied emotional fuel for both Mendenhall and me. While having a new WGU president meant renewed leadership, it was by no means the end of our most challenging period. Later that year, the first two degrees had been launched: an associate of arts and an associate of applied science in electronic manufacturing technology. The following month the masters of arts in learning and technology was introduced. But the ugly truth is, at first, the offerings were just ignored. Competency-based education was new to people, our marketing budget was next to zero, and WGU was not accredited. When people had so many higher education alternatives, this was a tough sell, so people were not buying. This heightened our failure risk substantially for two obvious reasons: we were not going to be accredited by regional accreditation commissions without any students, and it just made getting funding harder. In the fall of 1999, Mendenhall began to focus on how he would replace chief academic officer Bob Albrecht, who had deferred his planned departure by nearly a year. Given the fragile place we were in with accreditation, it was an important strategic hire. Mendenhall landed Dr. Douglas “Chip” Johnstone, who had been provost and academic vice president of Cambridge College in Massachusetts. Chip agreed to take on the same roles at WGU. Chip had been a PhD student under Bob Albrecht and brought deep experience and credentials in establishing faculty standards, developing new majors, steering reaccreditation reviews, and chairing the college senate.(16) Bob Mendenhall and Chip Johnstone were a good team. As president, Bob thought like an entrepreneur; as academic vice president, Chip was accepted as a true academic who understood the process. Chip focused on accreditation and Bob drilled into strategy. Students and Scholarships With Bob Mendenhall and Chip Johnstone working as a team, we now could focus on the next issue: how to get more students attending Western Governors University. A key requirement of accreditation was having at least 350 legitimate, degree-seeking students, and we were not there yet. We needed to find a niche and concentrate on it. To solve this problem, we had to focus on a bigger strategic issue—who our target market was. Up to this point, we had been developing the competency-based equivalent of a general university. We were trying to serve everybody, and it was not working. As we looked at our options, and the three programs we had launched, only the master’s degree in learning and technology had the potential to be differentiated. We decided to focus on marketing one degree to a very narrow group of prospects—teachers who wanted to get a master’s degree and who believed the future of education was in technology. Today, online education is extremely common. In fact, at the time this chapter was written, the United States was suffering through the COVID-19 pandemic, and entire universities had moved to online teaching models. In 1999, online teaching hardly existed, and competency-based education certainly did not exist. So, we were pioneering and asking teachers to pioneer with us. Focusing on marketing to teachers was a brilliant idea because WGU, or competency-based learning, really fit the needs and challenges that teachers had. Teachers generally have busy lives, so finding time to go back to school is often impossible. By taking the education to them, rather than having them drive to campus, teachers would be more able and willing to take classes and further their education. A secondary reason we focused on teachers and this particular degree is that during this time, a lot of governors, me included, were pushing our education systems to adopt the use of new technologies in education. This strategy aligned with the interest of our sponsor governors. However, all those things had to offset two serious barriers—convincing teachers to sign up for a degree that was not accredited, and, of course, cost. The non-accreditation issue also complicated the cost. Most scholarships, student loans, or assistance grants, as well as additional compensation for teachers, require students to be in accredited programs. To overcome this hurdle, I proposed a plan to Bob, Chip, and the board of trustees. We would provide four hundred full-tuition scholarships to teachers, known as Governor’s Scholarships. We would allocate the scholarships among the governors and ask that each one use the power of their office, thereby lending the prestige of their office, to each scholarship. We also asked each governor to assist in raising money for the scholarships. We placed a value of five-thousand dollars on the scholarship, which would bring desperately needed revenue to WGU. Even if a governor failed to raise the five thousand dollars per scholarship, we committed that we would still stand behind it. The rationale was that we needed students for accreditation and all our costs were fixed. Any income we got was just a bonus. With approval of my plan from the trustees at our meeting in December 1999, I met with the western governors and asked them to participate, and then I committed them to the goal after flying to their states and pitching WGU to their business communities. Most everyone agreed to it, but as is always the case, not all followed through. However, we had a plan and set out to break down another barrier. One of the ways a governor can use the power of the office for good is to give something of importance that lifts people at the same time. Giving away these scholarships did just that. I knew, however, that I would need to do much of the heavy lifting on this plan. I started giving scholarships in every possible way I could. When I visited schools—which I did regularly as governor anyway—I would ask the principal to identify a good candidate. Then, in front of the school community I would present the teacher with a full-tuition scholarship. I enlisted the school districts to identify candidates and then match them with donors. I invited legislators to nominate scholarship recipients and let them present the scholarships at schools in their districts. It was not just handing the recipients the equivalent of a five-thousand-dollar check; it was the promise of increased pay and professional opportunities. The brand of getting a governor’s scholarship made the opportunities unique and well received. One night on my “Let Me Speak to the Governor” radio show, a woman called in to talk about a related subject. I asked her if she would like to get a master’s degree. She replied she would, and I awarded her a scholarship on the spot. That part was often heartwarming and fun. We resolved to raise as much money as possible to ensure we covered the incremental expense. My oldest son, Michael S. Leavitt, had just graduated from the University of Utah and expected to work for a year before applying for law school. He agreed to spend the year working with Max Farbman to raise money for scholarships. We developed a regular process where multiple times a month we would hold small breakfast meetings at the Governor’s Mansion. We would fill the seats with business leaders. After breakfast, I would tell the WGU story and the need for teachers to become proficient with technology. Again, it’s important to put this into the context of the times: People were just learning to operate a computer, so this was a deeply resonant message. I would ask them to consider giving a Utah teacher a scholarship to get a master’s degree and expressed all the good it would do for the teacher and his or her students. After the meeting, Mike would follow up and finalize the arrangements. The business community was incredibly generous. In addition, we began asking foundations for grants. Rather than asking for general support of WGU, this allowed these organizations to give to a tangible purpose with a face and gratitude attached. I do not know the actual amount of money we raised this way, but I feel confident in saying Mike S. and I raised money for at least half the scholarships when the foundation grants were factored in. Similar things were going on in a handful of other western states. By September 1999, we had awarded fifty scholarships in Utah; we received a grant from Microsoft and assigned sixty of the scholarships to Washington state; twenty-six were awarded in Wyoming; and a similar number were awarded in Nevada. The process of developing the Governor’s Scholarships was a turning point for WGU. It took the enterprise from an academic concept to a business, with a product people valued. It was the impetus behind identifying teachers as the market segment we would seek, and it produced the equivalent of actual tuition revenue. It also solved the accreditation problem we faced in needing a minimum of 350 students to become eligible. More Accreditation Struggles Sandra Elman’s idea of forming the InterRegional Accrediting Committee (IRAC) was brilliant. She managed the intramural politics among the regional commissions extraordinarily well. Her contribution to the success of Western Governors University should never be understated. However, the timetable issues were still present, and everything did not go smoothly. In February 2000, IRAC made its first visit to WGU. This would be a unique accreditation visit, one that had never been done before. The team would not be able to walk through a library or classroom building, as would normally be the protocol. I remember the anticipation I felt; this visit was an important step towards the realization of the dream I had of WGU. In order to prepare I had studied a profile provided to me on each one of the visiting accreditors. On the first evening of the team’s arrival, we had a reception. I remember the anxiety and preparation, as we all knew showing well was important. I tried to read each IRAC member’s personality for hints as we talked and grazed on hors d’oeuvres at the reception and after a recap presentation at the end. By all indications, their visit had gone well, and it had helped them understand our vision and the progress we had made. We now had our 350 students who were working toward graduation, and the pressure was mounting. However, once the accreditors were gone, it became a waiting game. WGU had been deemed “Eligible for Accreditation” in 1998. We were not seeking to be approved as a “Candidate for Accreditation,” which was the next meaningful step in their process; we wanted to gain full accreditation, to skip candidacy. Even just to be a candidate, though, would give us the ability to grant diplomas, even on a conditional basis. It would also signal that we were on track for success. On June 12, 2000, we got a disappointing response. IRAC postponed their decision. No dates or deadlines were mentioned, just a postponement. This inflamed tensions considerably between governors and higher education accreditors. At a Western Governors’ Association meeting held a few days later, a lively conversation occurred over how to respond. Were there legitimate deficiencies to WGU application? If so, why had they not provided insight? Was this a tactic the higher education community was using to kill WGU, by just being unwilling to act? To me, it felt like the higher education community was reminding governors that they, the accreditors, controlled the time and definition of quality. I attended the WGU/IRAC meeting, though I do not have memory of what was said. What I do know is that on November 21, 2000, WGU was notified that they had been approved as a Candidate for Accreditation at both the associate and master’s degree levels. It was the first time candidacy status had ever been awarded to a competency-based university. This was a big breakthrough, and a critically important assurance that WGU was providing high quality. The First Graduate Candidacy status came none too soon. A major benefit of disrupting the seat-time higher education orthodoxy was allowing students to move as quickly as they wanted to, or as slowly as they needed to. Consequently, we should not have been surprised to see some of our earliest students accelerate through the master’s in learning and technology program. Among the group of 350 students who were given Governor’s Scholarships to WGU was Gennie Kirch, a teacher in Roy, Utah. Gennie had aspired to get a master’s degree and had even been accepted at a traditional university. However, time, money, and family circumstances prevented her from following through. Like so many who would follow her, Gennie blended her studies with teaching full time and fulfilling family responsibilities. After starting the program in the fall of 1999, she finished her program in about fifteen months. On December 1, 2000, we held WGU’s first commencement ceremony for its first graduate, Gennie Kirch. I’m sure it was a notable day for Gennie, but it also felt like a milestone day for those of us who had persevered the five years since the idea of WGU was hatched at the Western Governors’ Association meeting in Park City, Utah. We were resolved to make the day feel like the monumental accomplishment it was for all of us. Though the group who came for the ceremony was small, we all donned full academic caps and gowns for the occasion. All of us knew the historic significance of the moment. “Today we not only recognize Gennie’s outstanding achievement,” I said, “but we have the first example that WGU is helping create the kind of higher education system that is required in the demanding society and economy we live in.” Gennie, as I recall, publicly thanked her mentor, Vince Shrader, who had guided her from the first day. He had helped her identify the skills she already had and guided her in acquiring the competencies she needed to earn her degree. Gennie’s remarks provided significant insight for me about the power of the relationship between mentor and student—how they can become partners on the difficult journey of education. Over the ensuing years, I have attended many WGU commencements, and the depth of appreciation students feel for their mentors has been confirmed numerous times. Because nearly all the interactions between students and their mentors take place through technology, it is common that they never meet in person until the graduation ceremony. Universally, there are sincere, heartfelt expressions of gratitude, and often tears. This relationship may be conducted through technology, but the impact is real and the gratitude palpable. "We have the first example that WGU is helping create the kind of higher education system that is required in the demanding society and economy we live in." After Gennie’s graduation, we sat for a while and visited. I asked her how she had managed all the demands in her life while getting a master’s degree. She told me much of her work had been done late at night when the house was quiet. I then asked about the rigor of the experience. Gennie said she found the work every bit as demanding as her experiences in traditional universities. She later told Heidi King, author of WGU’s history, the same thing she told me: Sometimes I wasn’t sure I could keep going. I didn’t just have to ‘pay attention’ in class—I had to know the material. I was a stakeholder in what I was learning. It was definitely as difficult as a traditional classroom education, maybe harder. The degree changed my life in three ways. I became better at what I did and was able to apply the best practices I researched and learned immediately in a plan that our school used for several years. Second: I learned to mentor and deal with students in my classroom the same way Vince had worked with me. And last, I did earn more money because of getting my master’s and that has been a blessing.(17) In my professional lifetime I have attended thousands of events, many far more grandiose than WGU’s first commencement, yet few were more meaningful to me. We had a long way to go before WGU’s future would be certain, but it felt evident that Gennie was the first of many such moments. In fact, just six months later, a second commencement program was held in Alaska’s governor’s office where Terry Hamm received WGU’s first associate degree. The number increased to four in September 2001, when Shauna Bagley and Kristy Yeschick received their diplomas in a ceremony in the Gold Room at the Utah State Capitol. A year later, by December 2002, thirty-three graduates had earned their degrees.(18) On the twentieth anniversary of WGU in 2017, graduation ceremonies filled the arena at the Salt Palace Convention Center. There were more than ten thousand people in attendance as graduates and their families celebrated. Sitting on the stage and remembering the early graduation ceremonies I felt overwhelmed by the thought of all the ongoing good that has come from our efforts. Accreditation, Finally The fact that WGU was now issuing degrees made the stakes on gaining regional accreditation even higher. Only nine days before Gennie Kirch had been granted her degree, IRAC approved WGU as a Candidate for Accreditation at both the associate degree and master’s degree level. This meant degrees could be issued, but if the university wasn’t ultimately successful in gaining accreditation, the value of those hard-earned accomplishments by our students would be diminished. In taking the action, the accrediting committee noted WGU’s intent to initiate a baccalaureate degree program. WGU had rolled out its first bachelor’s degree one month earlier—a bachelor of science in business, IT management. It took two more years, but WGU made history when, in a formal letter on February 24, 2003, IRAC granted accreditation at the associate, baccalaureate, and master’s degree levels. On February 3, 2003, notification was given that IRAC had been granted initial accreditation at the associate, baccalaureate, and master’s degree levels—a historic milestone for higher education in the new tech era. “WGU is the first online, competency-based institution to receive accreditation and the first time that four IRAC members have collaborated to oversee the evaluation process,” Dr. Elman said.(19) In other words, WGU was essentially accredited by four regional commissions. Sandra Elman, who had served both as president of the Northwest Commission on Colleges and Universities and as executive director of the four-agency IRAC, said evaluating WGU had proved challenging because of its lack of traditional infrastructure. But it had also proved its worth. “Assessing students’ knowledge and approaching it from a competency-based perspective can be very effective,” she said.(20) Accreditation for WGU took five years—a shorter time frame than typical, I’m told. Looking back, I have to say that while the system needed to be pushed, they responded positively to the innovation WGU represented, with much appreciation due to Sandra Elman. I learned a lot about accreditation during the five years we worked to achieve it; in the beginning, I was naive and perhaps impatient. However, everyone learned from the experience. I wish I could say it was the last frustration generated by accreditation bodies in the building of WGU, but it was not, and the problem always seems to be generated by the same issue: certification bodies are nearly always made up of people who have an interest in protecting the status quo. It takes great courage and uncommon integrity to support entry of a disruptive force into one’s industry segment. While WGU was always committed to gaining regional accreditation, there are other routes to gaining credentialed success. The accrediting commission of the Distance Education and Training Council (DETC) was formed as an alternative for certain types of higher education organizations. As a backup, WGU decided to seek additional accreditation through DETC. The process was completed in one year, rather than the nearly six-year process it ultimately took for regional accreditation. WGU’s Big Break The success we had in recruiting teachers for the master’s degree in learning technology was important to accreditation, but it also revealed a market need. Teachers were hungry to learn and progress, especially in the field of technology, because tech skills were becoming key to advancement in the profession. Bob Mendenhall made the decision to make teachers our first focused market and then proposed the creation of a teacher’s college. The inception of a new teacher’s college was a good fit for WGU and an answer to rigorous education guidelines issued by the new administration of President George W. Bush. Bush, the governor of Texas and a good friend of mine, was elected president in November 2000. In his inaugural speech, the president committed that “no child would be left behind,” and launched an overhaul of America’s education system. His program required all teachers of core academic subjects to be “highly qualified,” meaning teachers needed a bachelor’s degree, full state certification, and proficiency in required competencies by the end of the 2005–2006 school year. New criteria also applied to teacher’s aides, who now needed a two-year degree or two years of postsecondary study and competencies in core subjects.(21) With the help of WGU’s lobbyist, Bill Simmons, and U.S. Deputy Secretary of Education Bill Hansen, Bob Mendenhall, and I arranged to see Rod Paige, the United States Secretary of Education. Secretary Paige was a former school superintendent in Houston, Texas, who had been frustrated by his inability to get teachers trained and certified. He had gone so far as to form a teacher’s college inside the Houston School District where he lived. As Bob Mendenhall and I began to unfold the vision of WGU and describe the concerns of the governors I was there representing, Paige listened quietly. There was little to no expression on his face throughout the duration of our meeting. Finally, I said, “Any thoughts you would share with us, Mr. Secretary?” "This is the best idea I've heard since I've been in Washington." Rod Paige, whom I would later serve with in the Bush cabinet, replied: “This is the best idea I’ve heard since I’ve been in Washington.” He loved the fact that the entire institution was about competency measurement. Within weeks, the Department of Education had committed ten million dollars over three years to WGU to build a teacher’s college. It was a huge break. It was the kind of sustained funding needed to develop our plan with a degree of predictability. Plus, it was a huge validation to have the U.S. Education Department providing the funds. In 2002, we got an additional boost when the Department of Education provided a $3.7 million grant to help experienced teacher’s aides earn a degree and receive teaching certification. I could see Rod Paige’s fingerprints all over this one because of his experience in Texas trying to find qualified teachers. The grant went to school districts in Nevada and Texas. Nevada’s governor, Kenny Guinn, a former school district superintendent and strong advocate of WGU, noted that school aides who wanted to become teachers “can access WGU’s online programs wherever they live and earn a degree.” By 2003, the WGU Teachers College was accepting enrollment in a bachelor’s degree in interdisciplinary studies (elementary education), and master’s degrees in teaching education or mathematics education. But once again, the subject of accreditation became a sticking point—this time over reciprocity agreements in various states over teaching school requirements and certifications. Working Through Teacher Certification Ensuring high standards in the selection and employment of those that teach is a worthy and noble objective. Notionally, this is the principle that has driven the creation of accreditation schemes, and accreditation groups try to accomplish this by having well-educated, experienced, clear-thinking, and independent people decide which institutions should be among those considered worthy. One would assume having regional academic accreditation for a university would be sufficient, but it turns out that nearly every discipline within a university also has programmatic accreditation schemes, and those specialized accreditations have been used to filter for quality. Teachers are a good example. State legislatures across the country understandably have made teacher certification a prerequisite for a licensed person to teach in a public school. States generally form a teacher certification/licensing board, made up of leaders of the colleges and universities that have teacher education programs. When WGU began to approach these boards, we found them very reluctant to accept WGU graduates as qualified, even though WGU was accredited by the same regional commissions as the colleges and universities the licensing board members worked at. There was, simply stated, a self-interested bias. This new and innovative university was a threat to the monopoly the incumbent suppliers—colleges and universities—had enjoyed for a long time. I suppose another explanation might be elitism. Perhaps the most blatant example was in Utah, where the resistance and recalcitrant attitude was so immovable among the deans of public universities who had been appointed to the board that the state legislature finally had to do the equivalent of mandating the state’s acceptance of WGU degrees in certifying teachers. After fighting through several states’ processes, the leadership of the WGU Teachers College concluded their only real chance of gaining nationwide acceptance was to get accreditation by the National Council for Accreditation of Teacher Education (NCATE). Like the regional accreditation process, NCATE had its own brand of skepticism and traditionalist response to WGU. However, by this time the WGU team had developed a well-refined sense of confidence and they decided to take on the challenge. It was an objective many would have thought was outside the university’s reach—including some NCATE officials. However, in October 2006, NCATE granted full accreditation to WGU—the first exclusively online university to receive it. This ensured WGU graduates qualified for a teaching certificate nationwide. WGU’s Teachers College, as of this writing, is still the nation’s only competency-based program with NCATE accreditation. And in a startling counter to the early skepticism, the WGU model was validated in a resounding way just eight years after the opening of the Teachers College. In 2014, the National Council on Teacher Quality ranked more than 1,600 schools of education across the United States—every major university, including WGU. The WGU secondary education program came in first in the nation, and the WGU elementary education program was ranked sixteenth nationally. WGU was one of only ten institutions among the total 1,600 to make the top lists for both elementary and secondary education.(22) Truthfully, it has achieved more success than I ever dreamed. A Change in My Role In the fall of 2003, I resigned as governor of Utah to join the Cabinet of President George W. Bush, initially as head of the Environmental Protection Agency. As governor, I had been able to make the advancement of WGU a primary function of my public service role. Moving to the federal level, I knew that would change. WGU was solidly grounded, however, making a mark and winning accolades. In the eight years since that initial Park City meeting of the Western Governors’ Association, where the idea was conceived in 1995, WGU had become an accredited university, widely known as the innovator in competency-measured education and technology delivery. It was positioned to succeed. WGU had a dynamic leader in Bob Mendenhall, who had assembled an extraordinary team. More than one thousand degree-seeking students had enrolled. A sustainable revenue model was operating and WGU had an established corporate home in Salt Lake City. The future for the university was bigger than any of us could have ever imagined, and I could comfortably change focus to other tasks without worrying about the fate of WGU. Once I had finished my service as governor, I continued to have regular contact with Bob Mendenhall, his team, and the governors who continued to nurture WGU, but the need for me to provide day-to-day guidance and assistance changed. I served as administrator of the EPA until President Bush was reelected in November 2004. After the election, President Bush asked that I serve in a different role, and I became secretary of the United States Department of Health and Human Services. This change opened new opportunities to learn and serve, and it also provided a new opportunity to help WGU. As I immersed myself in health care, I quickly began to recognize that the health care system in the United States had very similar characteristics to higher education. In health care, just like higher education, there was no system of determining quality, and they both measure the wrong output. The system of higher education measures the amount of time a student spends in class (a volume measure), not the amount a student learns. Likewise, the health care system uses a system of payments that rewards the number of procedures a system performs rather than the improvement in health outcomes. Also, both higher education and health care are, for the most part, paid for by third parties. In health care, it is insurance provided either by an employer or the government. In higher education, students attend institutions that are highly subsidized by taxpayers, and students often pay tuition by taking out student loans, grants from the government, or scholarships. As a result, consumers have only one incentive to consume volume, not value. Both health care systems and higher education institutions provide very little information upon which consumers can base comparisons of the quality of their offerings. In higher education, quality in large measure is measured by reputation, size of the endowment, and unrelated measures like the success of their football program. The cost of both health care and higher education was outstripping inflation every year and escalating toward unaffordability—a trend that has continued through the present day. Both higher education and health care also have been bound by a complicated combination of regulations and traditions. In my role as secretary of health and human services, I began to advocate for changing the measurement system from volume-based to value-based. It is a pursuit I would continue to advocate, research, and promote for the next two decades and beyond. In a future part of my history, those efforts will be detailed, but the point of writing about it here is the startling parallels I began to recognize between the two industry segments. I believed WGU could help. Launching the College of Health Professions Higher education and health care were especially aligned in one chronic need—the education of medical professionals and workers. Hospitals in the U.S. faced daunting shortages of nurses and other critical roles. I immediately knew that applying the competency model could make a dramatic impact. This became an ongoing discussion between Bob Mendenhall and me. In 2006, WGU agreed to form the College of Health Professions. It initially offered only two degrees, an MBA in health care management and a master’s in health management. However, our real goal was to take on nursing pre-licensure and to revolutionize the training of nurses in the same way WGU was changing the way teachers were trained. A consortium of major hospital systems agreed to work with WGU in creating a nursing school. The group included HCA Healthcare, CedarsSinai, Kaiser Permanente, and Tenet Healthcare. The pattern of development was basically the same as the teachers college. WGU was able to combine the support of these private organizations with some government funding in order to develop the competencies and assessments. Then, just as it did with the teachers college, WGU had to take on the complicated challenge of winning over, state by state, accreditors and certifiers. Once again, the state accreditors and certifiers were guardians of the status quo—existing nursing programs and schools—and skeptical of changing from a seat-time model to WGU’s technology-based competency model. And they were even more wary of an innovative competitor. Over the decade following my departure from federal service, I continued to do everything I could to promote WGU’s success. Shortly after leaving Washington in 2009, I had a discussion with Bob Mendenhall about an idea of using the WGU technology platform and programs to create individual state-identified colleges. It was our hypothesis that if WGU could be more closely identified and name-associated with a state, it would be attractive to more states and might also maintain the connection with governors. It was consistent with our original vision of developing one institution as a proof-of-concept with the hope that it could be incorporated into more states’ higher education systems. The logical place to try the concept was Indiana, where Mitch Daniels was governor. Mitch had become a good friend to me as we served in the Bush administration together. He had then left Washington to run for governor. I called Governor Daniels to ask if he would consider serving on the board of trustees of WGU. He accepted, and through his service became both acquainted with the competency-based, technology-delivered characteristics of WGU and highly supportive of them. Daniels had launched a college completion campaign to help former students who attended colleges but never got a degree. WGU immediately appealed to him as a means of reaching this population. Truthfully, Bob Mendenhall and his team did the work. My main contribution to WGU Indiana was helping with the conceptualization of the idea and building a relationship with the governor. On June 10, 2010, with money provided by the Lilly Foundation, Lumina Foundation, and the Bill and Melinda Gates Foundation, WGU Indiana was born. WGU Indiana used the same programs and technology platform of WGU, but it was the association with the state of Indiana that truly made a difference. Allison Barber, who became the chancellor of WGU Indiana, led the charge, and within two years students were enrolled from all ninety-two Indiana counties, and enrollment just kept growing. Over the next few years this model was used to develop WGU Washington, WGU Texas, WGU Missouri, WGU Tennessee, and WGU Nevada. My role in each of those was about the same as WGU Indiana. More recently, five additional state affiliates have been established—WGU North Carolina, WGU Ohio, WGU Utah, WGU Idaho, and WGU Montana. Throughout the time period that followed my public service years, I declined an offer to become a formal part of the governance at WGU, choosing instead to concentrate my efforts on building the WGU College of Health Professions. I believe the foundational principles of WGU—competency measurement and technology delivery—are also the formula to transform health care. When some of my business obligations wind down, I hope WGU can once again be the focus of my energies because the opportunities for good are endless, the purpose is noble, and I would find the work satisfying. Western Governors University Today My pleasure in Western Governors University is undeniable and easily justified. The role I played in its founding has been chronicled in this history and in others. My efforts stand alongside many others who have built something of profound importance—and in this case, something that is continually evolving or expanding. To know what WGU has become, future readers of this document will need to assess its place in a world that also changes and evolves. In the world we now live in, WGU makes a difference. WGU celebrated its twenty-fifth anniversary in 2022, a milestone coinciding with a student body totaling 131,490 students throughout the United States and on U.S. military bases around the world. A total of 288,045 have graduated with a degree, many of whom would never have attended or afforded to go to college otherwise.(23) The WGU Teachers College and the College of Health Professions are the largest single providers of teachers and nurses in the nation. The teaching college, as of 2021, had more than 67,000 alumni and 33,000 students.(24) WGU nursing graduates made up two percent of all the registered nurses with an active license in the nation. Moreover, in 2021, WGU produced 17 percent of the nation’s registered nurses earning a Bachelor of Science in Nursing. Data on the nursing program was compiled by the Utah Foundation in a report commissioned by WGU. Utah Foundation President Peter Reichard described WGU’s impact as “eye-popping.” “Our nation is facing critical challenges in staffing hospitals. Western Governors is deploying an innovative approach to open opportunities and lead the way forward.”(25) Over at the College of Business, WGU’s bachelor of science business administration–accounting degree was ranked first nationally in bachelor’s degree conferrals in 2021, while the bachelor of science business administration–human resources management program enrolled more students than any other undergraduate HR program in the U.S., according to the National Center for Education Statistics, Integrated Postsecondary Education Data System (IPEDS). (26) “Our nation is facing critical challenges in staffing hospitals. Western Governors is deploying an innovative approach to open opportunities and lead the way forward.” When I hear statistics like those coming from the teaching, health, and business colleges, the reaction is one of wonderment, gratitude, and immense satisfaction—and thoughts that inevitably return to the year 2000 and Gennie Kirch. I will always remember WGU’s first commencement, and its solo, trailblazing graduate. I think, too, of that day long ago in 1995 when the descriptor “virtual university” was banished and a spur-of-the-moment decision in the incorporation process required an official and lasting name—Western Governors University. In the summer of 2022, WGU returned the naming favor, officially designating the College of Health Professions as the Michael O. Leavitt School of Health. The renaming was formally announced at a dinner and celebration attended by family, former staffers, and a host of people who played a role in WGU’s success from the outset, on through two decades. It was an unforgettable, generous honor that underscores the bond I feel with WGU as well as my happiness over its success and the value it brings to the world. I often express my view that leadership in any institution is a generational relay. And in 2016, that baton was passed at WGU when Scott Pulsipher succeeded Bob Mendenhall and became the university’s second president. Carrying forward from Bob’s exemplary leadership, Scott has accelerated the pace and expanded the horizon for WGU. The university no longer must fight for legitimacy like we did in the early days, and it is viewed as a leader and beacon of innovation. Its leaders sit in council at the White House and hold a place at the higher education table, alongside elite institutions that have existed much longer than WGU. I see a day when WGU will serve a million students, with its methods copied by others as they attempt to follow its foundational principles of measuring competency and using technology to become student centered. I would encourage the reader of this history to visit www.wgu.edu to follow WGU’s path. True to nature, I also see several important lessons emerging from the WGU experience, which I would like to impart. Lessons I Learned in the Process The most important lesson I learned from my role in the formation of WGU is simple gratitude for the privilege of witnessing, up close, the multiple miracles that were required and which provided the ballast to bring WGU forward. There were many other lessons, but I want to particularly highlight just three. Simple Ideas Have Great Power Yes, the creators of WGU saw the potential of the internet to change the basic, campus-based operating paradigm of higher education. But the delivery of knowledge over the internet was not, is not, and will never be, the idea that gave WGU the power to improve higher education. The simple and powerful principle that set WGU apart has and always will be its bedrock commitment to measure and reward competency. It was that principle, combined with technology, that has given WGU the potential to deliver affordable, quality, higher education to millions. The Power of Disruptive Ideas Today, the words competency-based education tumble far more easily off the lips of thought leaders throughout higher education than they did twenty-five years ago. WGU has more than a quarter-million graduates, thousands of employees, respectful acceptance, and even admiration from accreditors and certification bodies. It would be easy to forget the skepticism WGU faced, the economic uncertainty, and the structural barriers we had to scale to get here. The governors who created WGU aspired to do more than create a successful university; they wanted to create a disruptive institution whose success would nudge the entire higher education sector toward a new and more sustainable orbit. Each of the governors shared the concern that the present model of higher education was economically unsustainable for families and states. They believed that on the current path, higher education, at some point, would price itself out of reach for millions of Americans—a conclusion that has proven to be true. No political force will change the current models, only economic hardship and the availability of a new, better model that provides high quality at an affordable price. The founders of WGU knew such a model could not be part of an existing university. It had to emerge separately and become strong enough to demonstrate the power of the new model. We believed that once WGU gained momentum and strength, when that moment came, it could provide an answer. When WGU began to develop state affiliates in various states, there was resistance from existing institutions, even though WGU never asked for any ongoing state appropriations and served an underserved segment of the population. However, insistent governors and impatient state legislators who believe that millions of their citizens are being priced out of an opportunity to gain a higher education have paved the way. When a WGU state affiliate enters a state, two things routinely happen. Thousands of state citizens gain access to higher education—and options they didn’t have before. Second, the other universities and colleges in that state begin to work on competency-based programs. WGU was built to drive innovation in a centuries-old institution badly in need of innovation. A Sound Idea Is Not Enough; Leadership Is Required There are hundreds of people who have contributed leadership. Much has been said, and rightly so, about the leadership of Bob Mendenhall. Roy Romer should be recognized as the father of WGU’s competency ethic. Jim Geringer has been unrelenting in building WGU. I want to personally acknowledge Sam Smith and Clara Lovett, who were WGU’s ambassadors to the traditional higher education world; the Western Governors’ Association and Jim Souby, who was executive director of Western Governors’ Association at the time that Western Governors University was formed; Jeff Livingston and Bob Albrecht, for their early efforts to turn the vision into a plan; donors, fundraisers, and members of Congress, especially the late senator Bob Bennett; staff members, consultants, and especially the first students who trusted the WGU. President Scott Pulsipher leads this institution into its third decade. To him and to all those who will assist him, I will close with this admonition: Despite WGU’s success, its mission has not yet been fully accomplished. Decades from now it is my hope that WGU still focuses on the powerful, simple idea of measuring and rewarding competency. Footnotes: 1. Mike Leavitt, “Gearing Up with Technology: A Centennial Challenge to Educators,” July 14, 1993, published. 2. Heidi King, Reinventing Higher Education, Changing Lives: The Story of Western Governors University, Western Governors University, 2017, p. 1 3. Associated Press, “‘Virtual University’ is goal of governors,” Denver Post, December 2, 1995. https://archive.wgu.edu/sites/default/public/flipbook/5177/index.html 4. Heidi King, Reinventing Higher Education, p. 3 5. Heidi King, Reinventing Higher Education, p. 11 6. Western Governors’ Association, “Western Governors University Memorandum of Understanding,” WGU Digital Archive, 1996. https://archive.wgu.edu/artifact/western-governors-university-memorandum-understanding 7. John H. Cusman Jr., “Virtual University Will Offer Authentic Degrees by E-Mail,” The New York Times, June 25, 1996. https://www.nytimes.com/1996/06/25/us/virtual-university-will-offer-authentic-degrees-by-e-mail.html 8. Heidi King, Reinventing Higher Education, p. 10 9. Heidi King, Reinventing Higher Education, p. 9 10. Heidi King, Reinventing Higher Education, p.15 11. Heidi King, Reinventing Higher Education, p.15-16 12. Heidi King, Reinventing Higher Education, p.13 13. Heidi King, Reinventing Higher Education, p. 20-21 14. Heidi King, Reinventing Higher Education, p. 22 15. Heidi King, Reinventing Higher Education, p. 37 16. Heidi King, Reinventing Higher Education, p. 31 17. Heidi King, Reinventing Higher Education, p. 45 18. Heidi King, Reinventing Higher Education, p. 45-48 19. Heidi King, Reinventing Higher Education, p. 43 20. Dan Carnevale, “Western Governors U. Finally Wins Regional Accreditation,” Chronicle of Higher Education, February 26, 2003. https://www1.udel.edu/educ/whitson/897s05/files/western_governors_u.htm 21. Heidi King, Reinventing Higher Education, p.51 22. Heidi King, Reinventing Higher Education, p. 55 23. WGU, “Our Story: Measuring Impact,” wgu.edu, https://www.wgu.edu/about/annual-report.html 24. WGU, “University Governance: Teachers College,” wgu.edu, https://www.wgu.edu/about/governance/teachers-college.html 25. “WGU leads nation in nursing graduates.” Utah Policy, August 5, 2022. https://utahpolicy.com/news-release/64613-wgu-leads-nation-in-nursing-graduates 26. WGU, “College of Business,” https://www.wgu.edu/about/governance/business-college.html

Starting in 1990, Utah began to change in a significant, unrelenting way. Census and demographic data showed the state had 1.8 million people at the start of the decade, with a growth trajectory pointing straight up. One would think that a surge in population could be accommodated in a state with a landmass as large and expansive as ours. However, 88 percent of the population of Utah is concentrated within the four counties of the Wasatch Front: Salt Lake, Utah, Davis, and Weber counties—making Utah much more of an urban state than generally assumed. When the state’s southern and northern population centers are added into the equation—Washington County (St. George) and Cache County (Logan)—the urbanization factor is even more pronounced. The story is the same today with nearly twice the population. “Quality Jobs, Quality Education, and Quality of Life.” At the time I was running for office, it was apparent that Utahns were beginning to feel the impact of accelerating growth and were a bit alarmed. As I listened to people during the campaign, I heard concerns about the need for better jobs in the state. Parents worried about the opportunities their children would have and whether they could stay in Utah as they entered the workforce. Many had made economic sacrifices to enjoy living in a less urban setting, but Utah’s natural inclination toward larger families was feeding the population boom and made job creation essential. Education was an integral part of the concern. To land a good job, one needs a quality education. Utahns understood and placed a high value on both. Add in concerns about crime, recreation, open space, traffic, and so on, and the individual pieces formed a composite picture. The real fear being conveyed was over quality of life. These thoughts were so deeply inculcated into the feelings of Utah people by late 1991, I sensed the 1992 governor’s race would likely turn on which candidate could best optimize the economic growth and quality-of-life equation. So, after months spent sizing up the race, I established my campaign’s theme and core message with the phrase: “Quality jobs, Quality Education, and Quality of Life.” 1-2. Announcing Legacy Parkway in Davis County 3. One of many ceremonies marking the completion of new highway structures on I-15. 4. Clint Topham, deputy director of UDOT, placing a time capsule in a structure on 1-15 during reconstruction. There was symmetry in aligning these three topics. My policy rationale was that the three constitute a three-legged stool. All three are required. Quality jobs are dependent on well-educated workers. Quality of life is required to attract the kind of high-paying jobs that energize a strong economy. I knew achieving all three would be challenging, but that is exactly what I committed to do as governor. This chapter recounts my aggressive pursuit of the third leg of the stool, quality of life. I count our successes as one of my eight significant legacy achievements. I acknowledge that preserving quality of life involves an infinite number of subjects and varies according to the priorities and definition of what matters. Our administration undertook efforts to deal with the availability of water, housing, open space, clean air, trails, fishing, hunting and recreation, in addition to a decade-long fight to keep high-level nuclear waste from being deposited in Utah. All of these are critical to quality of life in a state. However, this chapter will focus mostly on our efforts to improve the state’s transportation infrastructure. This was a pressing, urgent issue and required a large-scale response that illustrates well the lessons worth passing on to future leaders. Did I know when we started exactly how to get it done? Clearly, we did not. This is a story about a discovery process driven by powerful imperatives that required serious economic and political risk-taking. The process compelled innovation that not only allowed us to rebuild our state’s highways but pioneered design-build construction, a new way of building highways that is now used across the world. We took a huge chance and succeeded. A Problem That Couldn’t Wait During the first two years of my governorship, I focused on problems other than roads. However, growth-related issues were becoming more prominent by the day. The state had experienced three successive years of population growth exceeding 2.5 percent, and worry was widespread. Freeway traffic stood out as the most obvious and tangible symbol of the problem. Traffic throughout Utah’s largest metropolitan area, Salt Lake County, had become the most profound issue. Every day, the traffic congestion commuters faced rivaled California’s worst. Utahns had outgrown a system built thirty years earlier, which was now antiquated in terms of size, design, safety, and efficiency. For example, two major interstates—Interstate 15 (I-15) and Interstate 80 (I-80)—converged in Salt Lake City but used the same three lanes for several miles through the city center before diverging. The totality of these factors made traffic during peak periods untenable and a daily reminder of Utah’s growth challenges. In addition to being irritating, the roads were in terrible condition and in many cases presented genuine safety issues. I spent significant time visiting highway bridges, seeing corrosion, rust, and other evident structural weaknesses. In the most dramatic visual manifestations, concrete was falling from the bottom of some of the bridge decks, and UDOT had secured them with scaffolding and plywood. Engineers were genuinely worried. “The prospect of having the world visit Utah and experiencing the congestion was unacceptable.” On June 16, 1995, Utah was awarded the right to host the Winter Olympics in 2002, less than seven years away. The prospect of having the world visit Utah and experiencing the congestion was unacceptable. I knew I needed to lead out on the issue and that I-15 would be the prime objective. Our responsibility to host the world provided not only an exigent need to act, but a means of rallying the community. Up to that point, the legislature had been reluctant to move boldly on highway reconstruction. In mid-July I asked the most senior members of the governor’s staff to accompany me on a lunchtime walk. I liked these outings because it seemed like our thinking was better as we moved. Charlie Johnson, Vicki Varela, LaVarr Webb, and Lynne Ward joined me as we walked through Memory Grove and into City Creek Canyon. As we walked, I related my feelings that we had to move forward. I suggested it would be tactically important to build a foundation with the public so that I-15 was viewed as both Olympics preparation and preserving quality of life. I told them of an idea I had to call a Governor’s Growth Summit statewide. We spent the rest of the walk discussing a checklist of things we needed to do before initiating action. Upon return I asked Alayne Peterson to arrange a meeting with Tom Warne, the executive director of the Utah Department of Transportation (UDOT). I knew UDOT had long been working on a plan, specifically for renovation of nearly seventeen miles of Interstate-15 from the Point of the Mountain on the south end of Salt Lake County to the Davis County line in the north. This was considered the most critical need in the state. Within a few days I met with Tom Warne and his team. They briefed me on the project, beginning with the history of its initial construction. They actually did not have to tell me about that; I had lived through it in my own way. The interstate was built in the 1960s. As a boy, I routinely drove from Cedar City to Salt Lake City with my parents. I have clear memories of entering the Salt Lake Valley and following State Street—then known as Highway 91—into the city. The State Capitol was the endpoint of the road. At first, it was a tiny lighted dot on the horizon, but as one drove through Sandy, Murray, South Salt Lake, and finally Salt Lake City, the Capitol building came into sharp focus. Once the freeway system was built through Salt Lake, the trip became thirty minutes shorter, and our family celebrated the completion of each new improvement. Section by section, convenience and speed became a reality. Tom Warne and his colleagues told me they recommended we focus first on that seventeen mile stretch in Salt Lake County. However, they emphasized the complexity of such a project, which would include the replacement of 142 overpasses, eight urban interchanges and three interstate freeway junctions. They described the project as being divided into twenty separate contracts. Each contract would be bid on separately. Some could be worked on at the same time, but most would have to be done separately if traffic was to be kept flowing through the Salt Lake Valley. Their bottom line: the entire project would take ten years and come at a cost of $5 billion. It was a sobering meeting. An Unconventional Way Forward A few days later, I asked Tom Warne to come by himself to my office for what turned out to be a very quick meeting. After some small talk, I said “Tom, the plan you and your team presented to rebuild I-15 will not work. It’s 1995, add ten years and it’s 2005. In 2002 I have the world coming here for what may be the most important branding moment in the state’s history. I cannot have the roads torn up. The project needs to be finished by 2002. That gives you seven years. I need a new plan.” “The new timeline is four-and-a-half years.” Warne said he understood. “I have some ideas. Give me a couple of weeks,” he replied. Years later, at a transportation conference in 2021, Tom described what happened next: As it happened, our team was meeting at the Doubletree Hotel over here by the arena [Salt Palace Convention Center] and I went down to give them the news. I said, “All stop. Whatever you’re working on or talking about today, stop. The new timeline is four-and-a-half years.” There was a pretty serious silence in the room. Then I had another commitment, so I left. So, I’m walking out through the lobby and one of the leaders in the department who was in the room comes running out and said, “Tom, do you realize what you just said?” I said, “Yeah.” He said, “Well, you said four-and-a-half years.” I said, “Yeah.” And he says, “That’s impossible!” I said, “Well, that’s what we’re going to do. And ask the team to come up with a solution for building the project.” That process eventually led us to design-build and set us on a course that honestly none of us envisioned in June of 1995 when I came on board. It became our path forward to bring about a successful project.(1) Tom Warne and his team returned to my office a few weeks after our initial meeting in the summer of 1995. He opened the conversation by asking if I was familiar with design-build construction. I responded that I had heard the phrase but was not certain I fully understood the process. To explain it, Tom said I first needed to understand why a rebuild of I-15 under traditional current methods would take ten years. Over the next hour, Tom led me carefully through the existing method the Utah Department of Transportation—and every other state transportation department in the country—used to contract for work on highway projects. In essence, a project the size of the Salt Lake I-15 corridor would be divided into twenty manageable contracts that fit together like a puzzle. Manageable meant that each individual project, or puzzle piece, contained a logical portion of the amount eligible contractors had the competency and economic strength to build and UDOT had the resources to supervise. Once the overall project had been divided into pieces, UDOT engineers would start the job of designing and writing the specifications. Those specifications were developed in extreme detail describing thousands of specific steps. For example, if the job called for soil to be moved, concrete poured or asphalt laid, the specifications would describe the amounts and methods. Once a task was completed, a UDOT inspector would have to inspect to ensure it met the specifications. If it turned out that more soil had to be moved than anticipated, the contractor filed a change order, and a negotiation ensued, and sometimes those differences had to be litigated. Once a general contractor was awarded a contract, they entered a similar relationship with their subcontractors. This only added to the layers of complexity and administrative complication, raising the price and extending the time required. My background in construction surety bonds had exposed me to much of this. However, the conversation with Tom made it clear that the current system would take every day of the projected ten years, if not longer. Government contracts are famous for being overbudget. By the end of our meeting, Tom outlined a stunning new plan. “Governor, rather than do this in twenty contracts, we want to do the entire project under one contract,” he said, “and rather than use our current system, we want to do this project under design-build.” Under the design-build method, UDOT would not develop detailed specifications and plans. Rather, we would describe the outcome we wanted and authorize the building contractor to design both the freeway and the best way to achieve the desired outcome. “Has this ever been done before?” “What if they cut corners to save money and use poor quality?” I asked. Tom replied, “Part of the contract is that the contractor must maintain the highway for fifteen years and post financial guarantees. If they cut corners, they will only be cheating themselves.” “How do we know they will get it done in time?” I pressed. “There will be penalties for underperformance. But, more importantly Governor, I want to create a bonus pool. If they perform on some key criteria—like staying on time and keeping traffic flowing—we want to reward them with bonus payments.” “If we do it this way, how long will it take?” Warne replied, “We believe we can finish the project in five years and at substantially less money.” Another pivotal question: “Has this ever been done before?” “Not in highway building. It’s a concept that’s relatively well-known in in the vertical world, but no one has ever done this in the transportation world,” Warne replied. “But I believe it can be done.” Indeed, it could be done, and we would be the first to try. Persuading the Public: The Growth Summit Over the next few weeks, my team and I analyzed this proposal from every angle. I read, researched, and talked to people. It made eminent sense to me. Rather than being in a distant, somewhat adversarial contractor-client relationship, the new approach aligned Utah and the contractor in a shared goal. Mike Leavitt answering questions during the Growth Summit. From left: Mel Brown, Lane Beattie, Vicki Varela, local official, County Commissioner, Frank Pignanelli Tom Warne had answered my challenge to find a different way and I decided to embrace his solution. Tom and I became partners. He worked the technical details, and I managed the politics. Clearly, this would be the biggest economic and political risk I had ever taken. Any serious bobble would be blamed on this unconventional change to the design-build method. I knew that. However, in moments of doubt I had only to reflect on the other two alternatives—do nothing, or have the state torn up during the 2002 Winter Olympic Games. Neither was acceptable. Limited options in the face of necessity brings clarity. We had to persuade a skeptical legislature, but in time we did. They went through essentially the same process I did and faced the same conundrum. This was a critical step. Having legislative leadership on board was an absolute necessity. Not only would it be necessary to amend procurement laws, but there were powerful political forces trying to derail the decision. For example, Utah-based general contractors were apoplectic. This project constituted ten years of steady work for them. But no Utah contractor would be a qualified candidate to be the general contractor, and they knew this would be a multibillion-dollar contract. They could arrange bonding capacity when the project was divided into smaller, separate contracts, but not one giant one. We worked to assure them whoever the general contractor was, they would need every available construction resource in the state. With legislative leadership and the governor working together, the construction industry came to understand that this was the new reality. It did not assuage their disappointment and skepticism. As the fall of 1995 closed in, I turned to the most important task: persuading the public and the legislature that having I-15 torn up in Salt Lake County for five years, and paying more taxes, were warranted. Intuitively, I knew I had to harness the anxiety and interest people were currently feeling about growth. Likewise, I knew citizens would need to have enough information that a reasoned solution could overcome anger and frustration over torn up roads. Our approach had to include the full range of concerns about growth, not just highways. We had to deal with water, housing, trails, jobs, education, and safety. This was about the future of the state. We had to pose the question—what do you want Utah to be like twenty-five years from now? We had to ask that question in a unique way so that, in turn, we could ask them to sacrifice. I went to Lane Beattie, president of the Utah Senate, and Mel Brown, speaker of the House, and offered an idea based on a concept I had been intrigued with called “civic journalism,” which holds that the media has a unique role and responsibility to educate a citizenry. “What if,” I posited, “we asked the owners of the media to engage with us in a civic media project to jointly organize a Utah Growth Summit, which would be kicked off by a week of highly concentrated news coverage spelling out our challenges and our choices?” Lane and Mel agreed to join me, and with them came their leadership teams. I then approached Representative Frank Pignanelli and Senator Scott Howell, the Democrat minority leaders of their respective chambers. All agreed. I made appointments with the owners and managers of Utah’s primary media outlets—newspapers, radio, and the television stations, both educational and network-affiliated. I asked them to join in a collaborative, bipartisan civic journalism project by devoting their news coverage for one week to these issues. That included the television and radio stations interrupting their normal programming for two evenings to carry a live town hall where the issues of growth would be discussed. I committed that our approach would be nonpolitically inclusive. It was a bold, bordering on outlandish request, but they agreed, and on December 6–8, 1995, the Utah Growth Summit blocked out programing on commercial and educational media in the state. All the daily newspapers carried extensive features as well on the options we had. Summit events were held live from the auditorium at Cottonwood High School in suburban Salt Lake County. The discussions were civil, substantive, and ubiquitous. The Growth Summit had to do two things: Bring a shared problem to the community—Interstate 15—and then center that issue within the larger context of quality of life, not a stand-alone highway rebuilding project. The summit was a success. And with the public messaging starting to lock in, we were in a good position to start planning a novel procurement process and seeking the legislative changes we needed to do that. Transparency and goodwill created from the Growth Summit was carried forward in ensuing years with the help of some terrific partners. Early in 1997, a nonprofit group of community, business, and government leaders created a collaborative planning organization called Envision Utah to engage with the public on Utah’s future and quality of life. Its founding president and chief executive officer was Robert Grow, president and chief operating officer at Geneva Steel. I partnered with them to continue the planning discussion. Envision Utah sponsored community meetings and created alternative visions, and then asked people to vote. It was very effective.(2) Growth Takes Center Stage There could not have been a better environment to propose the biggest financial undertaking in the state’s history. Our state was on a roll of successes, and I wanted to use the momentum to lock in our growth decisions. Not only were we experiencing a strong economy, but the year 1996 was our state’s centennial year, and we were knocking on the door of a new millennium as the year 2000 approached. On January 15, 1996, I once again had a unique moment to make the case for preserving Utah’s quality of life to a statewide television audience. My 1996 State of the State speech opened by setting the scene: Utah sizzles with energy! More jobs, better jobs, better quality of life. What a way to begin a new century! We lead the nation in job creation and personal income growth. Kiplinger, Forbes and others call us the nation’s best. But it is more than just good economic news. We are the best managed state in America, one of the best states to raise children, the most livable state. We are the nation’s second healthiest state. It is hard to imagine a more prosperous time in Utah. Utah is, more than ever before . . . the place. 1995 will be remembered for community triumphs. Saving Hill Field, winning the competition for Micron, and who can forget the Olympics announcement . . . people hugging co-workers and family members, dancing in the streets, horns honking. And now the Centennial. Yes, it was a remarkable first century, but one second after 9:14 a.m. on Jan. 4th, our second hundred years began . . . at a pivotal point in history. Think of this . . . over the next four years we will prepare for a new decade, a new century and a new millennium. This only happens once every one thousand years. What’s more, it is a time when events are converging to usher in a whole new era in history as the industrial age gives way to the knowledge age. We face changes and challenges of staggering proportions. But in the tradition of those who have served before us, we will build on challenge and turn change to opportunity. Not by our declarations, but by our actions, not later but now. I linked back to the Growth Summit held just thirty-nine days earlier to reemphasize highway rebuilding—this time framing it more expansively as a statewide renovation plan. I had to overcome the perception that the proposal was not just about I-15 in Salt Lake City. Such a proposal would not succeed in a legislature dominated by Republicans elected from other regions of the state. So, when I prepared my budget a month earlier in December, I bundled the I-15 project into a ten-year, $3.4 billion Centennial Highway Fund, which would take on forty-one projects in every area of the state. I used the State of the State occasion to remind citizens and their legislators that there would be benefit statewide. It is clear that managing the challenges of growth will dominate the first decade of our second century. Our Growth Summit marked the beginning of a 30-year challenge to preserve and enhance our quality of life. First priority—better roads. A historic $3.5 billion plan to build roads. Most of the funding will come from the Centennial Highway Endowment, where every dollar will be used to relieve congestion statewide. I have proposed a 10-year funding plan, with the first phase included in this year’s budget. We have the money; we have the responsibility. We need better roads. Not next year. Not next term. Not next generation. NOW. To ensure our efforts were seen broadly, I continued to pound home other growth-related issues. And we’re going to need water. The Growth Summit agenda promotes conservation, fixes dams and funds development. On the Colorado River, a broad consensus developed to begin pursuing opportunities that allow us to maintain ownership but gain the value for its use so we can invest those dollars in other water development projects. When I was 11 years old, it was my job to walk the irrigation ditch to make certain nobody was using our water. I realize now that I’m governor it’s the same job, just a much bigger ditch. No generation can say they have met their stewardship without providing water for the next generation. No topic evoked more passion at the Growth Summit than the discussion of preserving open spaces. Little was agreed upon, but we did accomplish something enormously important — we opened the debate. This is a new subject for this state, but as we see open fields and farms transformed into subdivisions and convenience stores, it is clear we must become a generation of planners. That debate will continue during this session. As the legislative session proceeded, it became increasingly clear the legislature had bought into this project. In March, I signed into law a new statute allowing UDOT to accept “best value” bids and other changes to facilitate design-build procurement, along with a law creating my proposed Centennial Highway Fund. The budget also deposited $110 million of general fund appropriations to jumpstart the process. I knew the big funding challenges would be faced in the 1997 legislative session as well as subsequent sessions—but we were rolling. Ready to Build During 1996 we reached three significant milestones. First, we completed the Environmental Impact Assessment (EIA) for I-15 renovation; next we issued the Request for Proposal (RFP); and then came initiation of the bid process. Every step was legally and politically complicated. I was particularly worried about the EIA. If the federal government or opponents of the project wanted to disrupt our progress, messing with the EIA would have been the most efficient way to do so. The RFP, in turn, defined all the standards, provisions, incentives, and penalties of this novel, new relationship. This document may have been among the most important innovations of the entire process. When we initiated the actual bidding process, we were worried about having bidders, wondering if the project was too unique and therefore companies might be hesitant. To our relief, they were not. In the end, we had four large national contractors prequalified to bid. Three of the four offered final bids. One opted out. Each of the bidders had to assemble extensive teams, which included hundreds of sub-contractors. In fact, the project was so large that they formed separate companies to handle the bid. A special concern to UDOT and me was whether Utah contractors who felt cheated out of a decade of work would participate. I believe all of them who wanted to participate did. UDOT paid each of the bid teams $1 million to bid with the understanding that if their design bid proposal contained good ideas, but they were unsuccessful as a bidder, the winning company could use the idea. The entire contracting world was watching the Utah I-15 project. It was innovative and daring. Tom Warne told me that his former boss, Larry Bonine from Arizona’s Department of Transportation, called to congratulate him on Utah’s boldness. He told Tom, “You will most certainly have your picture on the cover of Engineering News-Record,” the premier magazine of the construction industry. “If you succeed, your picture will be on the cover. If you fail, your picture will be on the cover.” He was right. Tom and I both put our careers on the line to do this project. There are a thousand ways it could have gone off track.(3) One area of the procurement process both Tom and I were concerned with was the duty Tom had to choose the “best value bid.” Normally, the winner in a bid is the lowest price for a conforming bid. The design-build system we enacted into law required UDOT to evaluate the quality of the road they proposed to build and the cost. It was entirely conceivable that the best value might not be the lowest bid. It was the subjective nature that made all of us nervous. Billions of dollars and careers were at stake. It was a tense time. All of us within state government were hypervigilant about not talking to any of the contractors after the RFP was issued. We were concerned that an unsuccessful team would allege favoritism or, worse, corruption. Though the law stipulated that the decision was to be made by Tom Warne in his capacity as executive director, I insisted Tom have the independent Utah Transportation Commission be present when the bids were open—and concurring in the ultimate decision. Initially, Tom interpreted my insistence as a lack of confidence in him. However, in time he came to appreciate that my motive was to protect him and the state. The bid process was complex and required extensive analysis. There was the initial bid, and then a process referred to as “best and final,” where the contractors could revise their bid. In December 1996, the best and final bids were analyzed. Tom informed me that the bid deemed to be the best value was also the lowest cost. We were both deeply relieved. A couple of days later, it was announced that the winning bid was $1.63 billion submitted by Wasatch Constructors, a joint venture of Peter Kiewit Sons’ Inc., Granite Construction Company, and Washington Construction Company. Omaha, Nebraska-based Kiewit, a giant in the U.S. heavy construction industry, was the lead contractor. Tom Warne held a press conference in March 1997 to announce the contract award, and a formal groundbreaking ceremony followed on April 15. The U.S. Department of Transportation’s Federal Highway Administration approved the project and its expedited design-build process, providing $448 million in federal funding. “This is the largest project ever undertaken by the state of Utah,” the FHWA’s Utah division engineer Roy Nelson wrote in late 1997, “and the largest single design-build highway contract in the United States.”(4) The Biggest Economic Commitment in Utah’s History Heading into the 1997 legislative season, I was fresh off a sweeping reelection victory in November 1996. I was the first statewide elected officer in history to win every county, amassing a remarkable 74 percent of the statewide vote. It was the high-water mark on my political capital, and I was ready to invest it by asking Utah’s citizens to make the biggest single financial commitment ever made by state government. More importantly, I was asking them to endure four years of disruption and discomfort as we began rebuilding highways statewide, particularly the I-15 corridor, where we would tear down and rebuild 16.2 miles of freeway in Utah’s busiest metropolitan area, replacing 142 overpasses, 8 urban interchanges, and the junctions with I-80 and I-215—all at the same time. For the first two years of the rebuild configuration, half of I-15 would be shut down for construction, with two lanes left open to traffic in each direction—a process that would reverse two years later with a reopening of the completed portion and shutdown of the alternate half. The I-215 beltway would take up some of the slack by being restriped from three lanes to four in each direction. On January 6, 1997, I was sworn into office a second time at the State Capitol. Clearly the weight of the ask I was about to make of Utah’s citizens was top of my mind. I opened my second inaugural address this way: This year marks the 150th anniversary of the first party of pioneers entering the Salt Lake Valley. On their second morning in the valley, ten settlers rode to the foot of a dome-shaped peak just behind where the Capitol is today. With field glasses they surveyed the valley. One of them recorded in his journal: “On the west glistened a large lake. Streams flowing from the eastern canyons looked like ribbons of willow and emptied into a river.” They climbed, that morning, to gain perspective on this valley. From there they had a clearer view of both the challenges ahead, and their opportunities. Tradition has it they raised a humble banner as an ensign to the world. On Saturday last, I left the Capitol and hiked to that same peak, now known as Ensign Peak. One still sees the glimmering lake, and the streams that flow. Valleys, then barren, are now very much alive. From that same peak, there now winds a black ribbon of asphalt from every direction, automobiles carrying people into a stream of vitality that now is the state of Utah. Airplanes slide from earth to air, bound for distant parts of a smaller world. Trees, homes, businesses and schools, hospitals, churches and parks fill the valley, surrounded by the ageless mountains. As I stood, gazing down into the Salt Lake Valley, I felt I had a clearer view of our greatest challenge and opportunity: growth. Like the settlers of 150 years ago, I wanted to take a moment or two to think about how far we had come and to consider the challenges that lie ahead. . . . . . . It took more than a hundred years from the time those settlers stood on Ensign Peak for Utah to have one million citizens. It took only thirty years for the second million; it will take only 20 years for the third million. When my six-year-old son is 50, the state of Utah will have more than 4.5 million people. Washington County will have more than 300,000 residents; Cache County 175,000; Utah County, three-quarters of a million citizens. As I, and many others in this audience will attest, forty-five years goes by very, very quickly. This is going to happen. Some may begin to feel like building a fence at our borders. Even if that were possible, it would not measurably change the outcome. Our growth will be our children and their children. Standing on Ensign Peak I thought of my great, great grandparents. Each entered Utah a short time after that first party of settlers. They were sent to different parts of southern Utah. They faced daunting challenges, but they saw them as opportunities. They planted crops where none had grown before. They scratched out a civilization under conditions of unrelenting hardship. Each generation since has done its part, met its challenge, kept its stewardship. And we must keep ours. We will build roads statewide. Intelligent highways of the 21st century. We will teach our children that water has a sacred life-giving quality and look for better ways to use the spring bounty of our mountains. We will keep our stewardship to the land. We will set aside those parts that are untrammeled by man and use as our guide commonsense principles that are not grounded in the romance of the past, or the greed of the present, but in a shining hope for future generations. Those 10 pioneers stood at the edge of civilization. We stand at the edge of a new millennium, full of high-tech wonders. Fourteen days later on January 20, the start of the legislative session brought me to the podium of the House of Representatives for the 1997 State of the State speech, where I pitched our transportation system of the future. In our last legislative session, we established the Centennial Highway Fund, a ten-year 3.6-billion-dollar investment in a transportation system to meet pressing needs in nearly every county and city in the State of Utah. We need new interchanges in Weber, Washington and Utah Counties; new highways in Davis and Cache Counties; major improvements in Iron, Uintah, San Juan and Box Elder Counties and every other county in the state. The first and largest project is the reconstruction of I-15, which begins this spring. Our state is like a family embarking on a home remodeling project. You know what it’s like: you end up cooking in the basement and storing the refrigerator in the front hall, but you put up with all the noise and inconvenience and the sheet rock dust that drifts into your cornflakes, because you know it’s worth it. At times, it will be inconvenient and messy for the commuters on I-15, too, but the Department of Transportation will do its best to help us cope. They will tell us about the best alternative routes and alert us about any delays we might encounter during the reconstruction project. Like any family beginning a home remodeling project, the state needs to plan its finances carefully. I have followed two very simple funding philosophies: one, our funding plan must be affordable, and two, it must be fair. “Will it be easy? No. Will it be pleasant? No. Will it be worth it? Absolutely.” By affordable, I mean that our funding plan must fit into people’s budgets. We knew, when we embarked on this project, it would have to be something taxpayers could afford. So, we have cut taxes every year for the last three years. We have cut property taxes, sales taxes, income taxes. For every new dollar in road taxes, we have lowered other taxes by three dollars. Let me repeat that. For every dollar in proposed new road taxes, we have cut general taxes by three dollars. This is a fair funding plan. It means everybody pays a little, but those who use the roads the most, pay the most. For example, under my proposal, large trucks pay more because they cause more wear and tear on roads. That’s only fair. My plan also includes fuel taxes and car registration fees. But even with the changes, Utah’s gas tax will be no higher than those in surrounding states, and our automobile registration fee will still be one of the nation’s lowest. I like it because if you don’t use it you don’t pay. And what about those who will use the roads after the reconstruction project is completed? Shouldn’t they pay part of the cost, too? I think so. That’s why I’m proposing that through bonding, 10% of the costs be paid by tomorrow’s drivers. May I say to you as legislators, this is a demanding legislative task, one that requires our best statesmanship. Let us not be Republicans or Democrats on this issue. Let us be Utahns. Let us not be citizens of urban cities or rural towns, let us be Utahns. On this historic occasion, let us rise above narrow self-interests and unite in the State’s common interest. We must not fail. The risk of refusal is too high; the price of procrastination too great. Will it be easy? No. Will it be pleasant? No. Will it be worth it? Absolutely. We can do it, and we can do it well. Together, we can build the roads that will take us and our children into the next century. Legislative Drama While my strength politically with the public was evident, there was another political layer—a dynamic with the legislature—which also shaped the outcome of this historic moment. In the 1994 midterm election, I was not on the ballot, but I wanted to use the election to generate support for my legislative agenda. Consequently, I opted to use my time and campaign money helping state legislators getting reelected. I formed a partnership with Lane Beattie, the Senate president, and Marty Stephens, majority leader of the House of Representatives, whom I and most everybody else presumed would be the next Speaker of the House. Together with Lane or Marty, I campaigned personally in fifty-eight legislative districts, generally leaving the Republican candidate with my endorsement, a nice campaign event, and a healthy contribution for their campaign. It was a huge amount of work but seemed like a formula for robust support in the legislature. However, my strategy turned out to be based on flawed assumptions. Election night 1994 came, and as expected Republicans increased their already dominant control in both chambers. Traditionally, the Republican and Democrat caucuses hold their organizing elections to choose their leaders the week following the election. The leadership elections are conducted very quickly, and are often intensely political, emotional, and complex. Each rank-and-file legislator measures their own potential role under each candidate for leadership. There are coalitions and regional alliances involved and usually some deal making. Mel Brown, a dairy farmer from Coalville, at the last minute challenged Marty in the race for Speaker. Mel was a very influential legislator, especially among the more conservative members from rural areas of the state. He is smart, experienced, and knew how to read a body of legislators. Mel quickly organized a campaign around the rationale that Stephens was too tight with the Governor’s Office, and as a result Republican legislators were ceding powers to the executive branch that rightly belonged to the legislative branch. This dynamic is a routine part of government in an American democracy. Each branch of government guards their power “jealously,” as James Madison put it. It was a brilliant strategy and Mel and his colleagues managed it brilliantly. Marty Stephens and his colleagues in the House were blindsided. I was totally surprised. The situation really had little to do with Marty. Everybody loved him, and he went on to become Speaker later for three terms. It was all about the tussle between urban/rural legislators, conservative/moderate legislators, and legislative/executive branch pressures. During the 1995–96 legislatures, I had worked effectively with Mel, though clearly with more of a clearly defined separation. However, I knew this dynamic would begin to play out in the financing of road projects. Rural legislators would want to ensure that their needs were going to be taken care of, not just Salt Lake County. I was aligned with them on that issue because I wanted to transform the transportation system statewide. Having the I-15 rebuild as part of the Centennial Highway Fund was my device to solve that riddle. However, there were two additional issues that I knew would create tension between the very conservative legislators and the more moderate members. It was raising fuel taxes and using debt as part of the finance package. Conservatives were simply opposed to raising taxes of any kind. Likewise, they did not like debt. I was with the more moderate camp on these issues. I believed the gas tax was the perfect way to fund roads. The more you used the roads, the more you paid. Likewise, I was not uncomfortable raising the tax because it had not been adjusted for nearly a decade. I also supported bonding to a responsible level. The state had a AAA bond rating and therefore its interest rates were very low. We were building roads that would last for two decades, and bonds allowed us to pay for the roads over time. Conservatives wanted to “pay as we go.” What that ultimately meant was we would either not do the project or we would pay for it from general revenues—sales and income taxes primarily. Paying with sales taxes meant that nearly everything else the government did would take a haircut, mostly public education. I was adamantly opposed to either of those scenarios. I had learned by then to make my proposals before the session started and then to let the legislature have their turn. I monitored their discussions closely, and then as the session got close to the end, I would engage again on the budget. There were a lot of dynamics in this session, but I had no priority more important than getting the Centennial Highway funding plan passed. The contract was signed, but it was conditional on the legislature passing a funding plan. As we went into the final week, Mel Brown and the House Republican caucus were holding on to the pay-as-we-go plan, with very little bonding and no gas tax increase. I was signaling my disagreement. At the beginning of the final week, I began to methodically ratchet up public pressure by labeling their plan as “paying for roads with education money.” Educators were already organizing protests in the capitol rotunda with signs carrying exactly that message. I knew the legislative leaders were committed to the Centennial Highway bill. They had been by my side at each step in the process. I also knew Mel Brown had to deal with his caucus who had lots of reasons to not like the proposal. They came from rural Utah and while they would get projects done in part, they still viewed the effort as too Wasatch Front-centric. Then there was the “governor vs. legislature dynamic.” On the final possible day for the legislature to finish their budget before they adjourned, we were still at loggerheads. I proposed a meeting with President Beattie, Speaker Brown, and me. We met in my office. The final days of the session move at a frantic pace. Both Lane and Mel had come off the floor of their chambers for the meeting. All three of us were feeling the pressure. Mel started by saying his caucus had dug in on their proposal. “You know I want to get this done, but that’s where they are,” he told me. I then suggested that the path we were traveling had a predictable outcome and I laid out the scenario. “I am unwilling to sign a budget that pays the Centennial Highway Fund out of ongoing money,” I said. “We have a contract signed, and contractors are standing on one foot waiting to start their equipment the second my signature goes on the bill. All three of us support the bill and have openly advocated for it.” “If we don’t find a solution,” I continued, “I will call a special session to bring the legislature back to decide this. Before I do, I’ll spend two weeks defining the legislature’s plan as funding roads with education’s funds.” There was a long silence. Lane Beattie spoke next. “Mel, the Senate will be with the governor on this.” Another long silence. Mel then said, “I need a 1/8-cent sales tax reduction to help offset some of the gas tax increase.” I was prepared for this trade off; we had even thought about this as a strategy. My highest priority was protecting the principle that roads should be paid for by users’ taxes. I said, “And you will agree on the bonding package?” Mel nodded. “Do you think your caucus will agree to that?” I asked. Again, Mel nodded, and Lane volunteered that the Senate would embrace the deal. It was clear Mel had orchestrated the moment and got what he needed, and so did I. Lane Beattie’s timely voice was the catalyst for the deal. A vote was scheduled the next day to finish the budget and the Centennial Highway Fund bill. There were times I would sit in my private office and listen to the proceedings of the House and Senate as they voted on bills. However, that day, I was tired and decided to go for a walk in City Creek Canyon. It was the same place I had been when I announced to my team that we needed to lead on highway construction some two years earlier. I changed into an insulated running suit I kept in my private bathroom and walked into the snowy solitude of the canyon with Alan Workman, head of my security detail. Upon my return, the rotunda was strangely empty and quiet. I knew it was because the hall walkers were all in the gallery watching the vote. As I walked across the white marble floor of the rotunda, I thought about what a big moment this was in my service—yet it was so quiet. After showering, I returned to my office. Lynne Ward was waiting to give me the news. The package had passed. The largest highway renovation in Utah’s history would soon begin. A few days later, the UDOT team, the general contractors, and legislative leaders gathered in the Gold Room for a bill signing, and construction on 1-15 started in April 1997. The first of the other forty projects authorized under Centennial Highways began to unfold by summer and beyond. By mid-summer it felt like the entire state was under construction. Somebody cracked that “the state tree is the construction cone.” There was no question, we were reconstructing highways, building everywhere across the state. Communicate, Communicate, Communicate Within days of the finance package being signed, Wasatch Constructors moved the equipment into position. We also started moving dirt and tearing down the 600 North interchange. With construction comes disruption to the daily lives of ordinary people. To survive this much turmoil, we knew we needed to keep people informed. I often used an example with our team about the occasions when one is stuck in an airplane either circling the airport or parked at a gate. If the flight’s captain keeps passengers informed periodically, it is easier to endure. We had to perfect that process. With construction starting, it was not clear we had the team we needed to get that done. We needed a public relations firm that could build trust not just with consumers, but with the media and other parts of the community. I asked Vicki Varela, my deputy chief of staff and head of communications, to become directly involved in the decision. Generally, we would leave a decision like that to the department’s own staff. However, in this case, I wanted my own office’s involvement. I expected to be living with the consequences of the road projects every day for several years. I also knew intuitively that the public’s view of the road rebuild would define me as a political figure. My political career was on the line. Several days later, Vicki returned with an unexpected recommendation. She proposed we hire the firm of Wilkinson Ferrari & Co., a small public relations firm in Salt Lake City. The firm’s principals were both in their early thirties. They had never handled anything like this before and their firm was less than two years old. I balked, arguing that turning a task like this to a small, new, and relatively inexperienced firm seemed like a recipe for disappointment. We had already had to change once; doing so again would be chaotic and disruptive. Vicki persisted. I had learned to trust Vicki’s judgment. She has a good sense for people, and it was clear she felt strongly about this. We set up a meeting at the end of the day with the firm’s founders, Lindsey Ferrari and Brian Wilkinson. I poked and prodded, explaining to both of them why the stakes were so high for the state and for me. I told them a project of this size would be the interpersonal equivalent of a fifty-mile hike together. We had to like and trust each other. I was candid with them about my concern for their relative inexperience. I decided to take the night to think about it, and as the evening wore on, I started migrating toward Vicki position. There was a freshness about Lindsay and Brian’s ideas and ways of thinking about problems I found attractive. It also occurred to me that they would be joining a long line of people with their careers on the line. The next morning, I consented and a contract was quickly arranged. The decision to make that change turned out to be an important turning point. From that point forward, we devoted ourselves to earning the trust of the people on this project by telling them in advance when inconveniences were approaching and, realistically, how long they could expect it to last. For example, every time a freeway interchange was scheduled to go down, teams were sent to meet with businesses that would be affected. When there was a shift in traffic flow, we told them in advance. Another component of success was celebrating every possible milestone. Every overpass we completed warranted a grand opening with fireworks, a ceremonial drive-through, or hoopla of some kind. For example, Mayor Dan Snarr, the colorful mayor of Murray known for his gift of gab and a twenty-two-inch handlebar mustache, rode a chopper through the caution tape when 4500 South was reopened. We needed such events, and for people to feel like the project was progressing and would end. The UDOT contracting team and the public relations organization worked well together. Not only was Tom Warne personally on the PR team’s speed dial, but special incentives were also built into the contractor’s contract to keep the public happy. Public opinion surveys done by Dan Jones and Associates were taken every quarter, measuring the public’s view of the project and UDOT’s handling of it. Remarkably, these communication efforts paid off, as quarter after quarter, for the entire four-year period, the public’s support and ratings of UDOT’s work improved. Highways were a meaningful part of every constituent call in show I did for all four years. Rarely was there a news conference that I-15 did not come up. It was so much a part of everyone’s daily life that it was always right in front of us. However, that also was an advantage. Because highway construction had become everyday life—and so long as people thought we were doing our best and being straight with them—they were willing to take one for the team. There was a misstep or two, however. Early on in the project, Wilkinson Ferrari & Co. brought in a man named Michael Dunn to handle the advertising. He developed a character played by an actor to be the project’s “spokesman.” The character—“Satch,” short for Wasatch—could be accurately described as a “down-on-his-luck wise man,” whom Utahns could trust to give them good advice. People did not like the character and did not think he inspired trust. First Lady Jackie thought at the very least he badly needed a haircut. Within two weeks, Satch was retired. Michael Dunn called an audible, and the PR effort recovered quickly and moved on. Building a Team and Changing the Culture at UDOT Tom Warne was a good leader at the Utah Department of Transportation. Like me, he was young. We were both in our mid-forties with a quiet but self-assured manner. He had been the second in command in Arizona’s transportation department before I hired him to head UDOT and was clearly a beneficiary of effective mentoring early in his career. At the time he and I began having our conversations about I-15 innovations, Tom had only been in Utah a few weeks. It is not surprising that some veteran hands within UDOT were taken aback by the appointment of this young guy from Arizona. They intuitively struggled with the sharp turn in the methods required by design-build. All of this created discomfort. A different version of an I-15 renovation had been in planning mode for nearly a decade. It was being supervised by the district director over the Salt Lake area, a long-time UDOT engineer. He had placed two younger engineers, Carlos Braceras and Bryon Parker, in charge of the project’s design. The decision to go design-build on I-15 signaled more than a change in the project; it introduced a new culture into UDOT. In the weeks following our decision to move forward with design-build, Tom began to get pushback from some senior people. One of them was the Salt Lake District director. He threatened to resign if Tom did not follow his advice against the design-build method. Tom surprised him by accepting his resignation, which very clearly sent the message department-wide that the northbound train was leaving the station. If you did not want to ride, get off the train. This culture change is an important component of this story. To illustrate why the shift was so profound, I asked Tom Warne to describe the most important and innovative aspects of design-build and how they worked out. His description: Design-build relies on the creativity and unique skill sets brought to the project by a contactor team. We allowed them to organize the project from a management standpoint in a way that would best achieve success. People would ask me how we were organized, and I said we would organize per the contractor’s approach. They divided the project into three segments, and we consequently did the same. We asked them to co-locate all of their design and management staff in one location and we joined them there. Proximity led to great collaboration and communication. We gave the contractors certain parameters in terms of what they would be allowed to do in terms of traffic management. For example, we required that they keep two lanes open in each direction on I-15. As long as they met that requirement, they were free to plan the work from there. As an aside, we were able to define parameters like the two lanes because the team did extensive traffic modeling of different scenarios and configurations to the point that we had a high level of confidence that the two lanes would work. A key innovation was our use of something called “Best Value” in the selection process. This concept allowed for us to consider the technical merits of the contractor’s proposal first, and then price second. Throughout the selection process, specific technical teams reviewed elements of each of the three proposals which were “blinded” in terms of their team identity. This allowed the evaluations to proceed objectively and without prejudice or favoritism. We worked very hard to give parameters of what our expectations were without defining their means or methods for doing the work. We paid contractors based on work performed, which was based on a schedule submitted to us by the contractors. Of note is the fact that the state system would only allow for a payment of $10 million at a time, and we ended up having to go to state finance and adjust that because there were times when we were paying out over $50 million in a given month. As part of our bid specs, we identified complex issues such as soil conditions, utility problems, right-of-way constraints etc., and then bidders came back in their proposals with solutions to these problems. In many cases they brought innovation and approaches that we had never used before, but after thorough vetting by our engineers we accepted many of their ideas. That is one of the great benefits of design-build; as an agency you can get stuck in a rut of how you do things, and bringing in the innovation of design-build causes new ideas to enter the mix. Time was one of the innovations that Wasatch Construction brought to the table. We stipulated that the construction had to be done by October 15, 2001. Wasatch came in with a date for opening the freeway of May 17, 2001. As we got closer to the opening, I had a conversation with the executives of Kiewit about their opening date. I told them that it would be a good message to the industry and the public if they were able to open before that date, even if by just a couple of days, since then they would always be able to say that they finished the project early, and after many years no one was going to ask how many days early it was opened. It didn’t take long for them to pick May 15. This allowed us to properly claim the entire project was ahead of schedule. One innovation that was not part of our request but is a good example of how design-build brings added value to the owners, is in the area of the design criteria for the bridges. There were 144 bridges built on the project. Out of the 1994 Northridge Earthquake in California there was developed a new seismic standard for building bridges. At the time our contract was awarded, the standard had not yet been formally adopted. Nevertheless, Wasatch came to us a few months later and said that they were designing to the new standard as it didn’t make sense to follow the old one for our project. This was a no-cost change to the contract and was a value-added proposition. We described the bridges we wanted to be rebuilt for the contract, which didn’t include one of the ramps at the I-15/I-215 interchange, nor did it include 600 North in Salt Lake City or 106th South in South Jordan. We gave Wasatch the plans that had already been developed for 106th South so that they could use them, and they turned them down. Their decision was based on the fact that they were using their own methods and approach to the bridges, and what we had designed didn’t match their approach. There were at least three bridges that they built that were not in the scope of the contract, but which made their final product better and fit their work approach. The I-15 project was deemed completed on May 15, 2001, at a wonderful celebration on the highway itself. From authorization to completion, it took just over four years—six months ahead of schedule and nearly $400 million under the initial estimate. Then compare that to the original scenario put forth by UDOT when the imperative of rebuilding I-15 was first voiced: ten years and $5 billion. Putting all our chips on the design-build outcome, we could have failed utterly. Instead, the right teams coalesced at the right time, and Utah citizens rallied around the project and rolled forward throughout the compressed years of traffic disruption. And when the Olympic games opened in February 2002, our new highways were not just completed, they were a showcase. The impact of the Centennial Highway Fund produced four important outcomes with long-term significance: First, it changed highway construction in Utah and across the nation. Design-build methodology has been widely used on large highway projects ever since. It was an innovation born of necessity but profound in its impact. Second, the forty-one highway construction projects included in the Centennial Highway Fund revolutionized highway infrastructure in Utah. It was the most far-reaching program of highway construction and reconstruction in the state’s history. Third, it changed the way highways are paid for by shifting from general fund appropriations to use of the motor fuel tax. As a result, the legislature is not required to constantly trade off school funding for roads. Finally, our efforts injected an ethic of long-term planning. As I like to say, we planted seeds for the next generation. Among the plans germinated under the Centennial Highways initiative were Legacy Highway and reconstruction of I-15 through Utah County. Legacy, in fact, did not have to wait a full generation. Legacy Highway, Brigham City to Nephi On the day that I hiked to Ensign Peak overlooking the Salt Lake Valley to draw quality-of-life inspiration from the linkage of earlier pioneers to the present, the vibrant corridors of the state’s population center were unmistakable. There was I-15 running north and south directly through the center of the valley, and I-80 crossing east and west, with I-215 looping around them. One could also see the beginnings of a north-south highway down the west side of the valley, Bangerter Highway. Using the quality-of-life prism, you also could see something else. It was easy to see that over the next two or three decades, most of the population growth in the Salt Lake metropolitan area would be expanding into the western part of the valley and in a southward direction into Utah County along the western side of Utah Lake. This reality impressed upon me the need to begin planning for a new highway that would run along the west side of the valleys from Brigham City to Nephi. I was not alone in this view. Planners at the Department of Transportation had begun to sketch in a roadway, referring to it as the Western Corridor. While the construction of such a highway would be a fifty-year process, I wanted to embed it in the state’s planning. So, the Centennial Highway Fund included money to begin buying the rights of way and solidifying the planning. Additionally, the list of forty-one authorized projects under the fund included partial funding for the first eleven miles of Legacy—the stretch of Davis County from Farmington to northern Salt Lake County. 1. Inaugural run on the FrontRunner train 2. Mike Leavitt and Tom Warne, the director of UDOT, looking at completed structure on I-15 Once the I-15 rebuild was running smoothly, I moved midway through the project to also get Legacy under way. During the 1999 legislature, I sought and passed sufficient appropriations to build the eleven-mile Davis section using the same design-build processes as I-15. With Legacy, too, I took great care to not just propose eleven miles, but to make clear this was a launch of a fifty-year effort to build a system from Brigham City to Nephi. To give the longer-term proposal the heft it needed to become a long-term vision, rather than a single project, I told my colleagues I wanted to name the full highway, and that as different segments were added, those would be milestone pieces bringing us toward completion of that important new highway. There was no process on what to name the highway. In an almost anti-climactic way, I personally just concluded to call it the Legacy Parkway. Why Legacy? I wanted the name to represent an ethic or legacy of planning that one generation leaves another. Those first eleven miles were highly contentious, primarily on the environmental battlefront, with issues swirling around wetlands and the Great Salt Lake. We argued that the road would be a barrier to development. The environmental community used it as a rallying cry. We started construction after gaining environmental review clearances by various federal agencies, believing we would prevail if appeals were made. As it turned out, the federal courts forced the state to stop construction. After I resigned as governor to become a member of President George W. Bush’s cabinet—at the Environmental Protection Agency no less—Governor Jon Huntsman resolved the issues, and the project was completed in 2006 and 2007 at a much heftier price than originally contemplated. However, Legacy Parkway was built. More importantly, the vision and right-of-way for a highway along the western side of the valley continues to unfold all along that stretch from Brigham City to Nephi. Truly seeds for a future generation of leaders to cultivate and harvest. Building Light Rail in Utah Construction of the Utah Transit Authority light rail system, which primarily serves Salt Lake County, was long debated and highly controversial. While clearly part of our transportation plan, I did not engage as directly in its creation as I did the highways. However, there was a pivotal moment in time that history should record. Light rail projects are typically funded by a sales tax increment passed by a vote of the people, and with federal funding provided through federal appropriations. Utah’s planning process had been completed and the tax increment passed. However, at the last minute, a critical change was made in Congress to the methodology used in providing federal funding. Rather than the 80 percent federal portion all of UTA’s light rail funding assumptions had been based on, the formula was changed to just 50 percent. When the change occurred, the light rail system was assumed dead. It was a catastrophic event and a grave disappointment to all who supported and had worked so hard on the planning.(5) Months later, I was in Washington, D.C., and called upon Congressman Frank Wolf of Virginia on a matter totally unrelated to transportation. Wolf was chairman of the powerful committee which appropriates public works. I had met him previously during visits he made to Utah related to light rail. After discussing the purpose of my visit, Wolf casually asked, “How is our light rail system coming in Utah?” I responded by telling him I was sorry to report that the change in the percentage of federal full-funding agreements had made the system infeasible. I added, “Candidly Mr. Chairman, it seems quite unfair for the change to be made after we had operated under an 80 percent agreement for so long.” Wolf was not pleased. “That’s totally unfair,” he said turning to a staff director of his, whom I happened to know had been the force behind the change. “Did we do that?” he asked. The staffer responded in the affirmative. Wolf said, “I want that changed. We can change it in . . .” and he mentioned a piece of legislation moving through the committee that week. I said, “Mr. Chairman, I cannot tell you how much it would mean to our state to have that done.” Wolf assured me it would happen. Knowing how easily such a commitment could be derailed by a staff person who was handling the details, I said to Wolf, “I am on my way to see Senator Bennett. Would you authorize me to announce your commitment to me for that change to be made?” Wolf agreed. As I left Chairman Wolf’s office to walk across Capitol Hill to Utah Senator Bob Bennett’s office, I made two calls. The first was to John Pingree, general manager of the Utah Transit Authority, to tell him that light rail had been resurrected. He was ecstatic beyond description. My second was to Bob Bennett’s chief of staff, requesting that they call the Utah media and arrange a news conference. Less than two hours later, Senator Bennett and I announced that Chairman Wolf had committed to restore our full funding agreement to 80 percent and that this would allow the light rail project to continue forward.(6) Wolf kept his word. The legislation was amended to restore our agreement to its previous funding level, and the light rail system was built. But for a casual and unexpected conversation, Utah may not have had a light rail system today. Preserving Quality of Life: A Generational Relay This chapter has focused primarily on transportation in discussing our efforts to preserve the quality of life in Utah during my service. There were many more initiatives, ranging from open space and affordable housing to water development, trails, wildlife and fishing. It is not practical to record them all. However, it was a significant part of the commitment I made to the people of Utah, and one I feel we kept. As if to remind us of the generational relay, I was driving on I-15 during rush hour recently, and traffic was nearly at a standstill. “This should not be happening,” I thought, “We solved this problem.” Then it occurred to me that it was 2022, more than two decades since we completed the I-15 reconstruction. Since that time, the state has grown from 1.8 million citizens to nearly three and a half million. The I-15 rebuild was intended to last eighteen years, and we are now beyond twenty. As was the case in the 1990s, there is an uneasy sense of concern that Utah’s quality of life will be diminished. And as before, a new generation of leaders must take the baton and then take the action to preserve what we love. What advice would I have for that generation of leaders? Based on the experiences reported in this chapter, there are a number of important lessons. First, objectives aimed at preserving quality of life should be addressed as part of a larger context. It is not simply road construction or water use at stake but a feeling, a more generalized anxiety that something precious could be slipping away. The Growth Summit in 1996 helped us pull together as a community, not just about specific issues, but about the overall emotion or worry we shared. A common feeling is a powerful unifier. Second, the politics of growth are defined more by geography and economics than by partisanship. Early on in the effort to solve the problem of I-15 in Salt Lake County, I realized that it was critical to expand my vision to a broader horizon and a longer timeframe. Our placement of the I-15 project, within a larger list of forty-one highway projects statewide, and over a ten-year period, turned a tactical plan into a strategic vision for the state. It was key to building consensus. Third, it is critical to build the case before making the proposal. Once again, I will point to the Growth Summit and the sustained work of Envision Utah, which I chaired for a time, as pivotal to making a case that we had to act. No one was taken by surprise. No group was excluded from the conversation. We engaged people and allowed a consensus of need to develop. Fourth, evaluating risks should be done in the context of available alternatives. We were required to take significant political and economic risks in the building of I-15 as a design-build project. The back pressure of the Olympics and the unacceptability of having Utah highways torn up while the world visited were a critical component of our calculus. I am not sure we would have found those risks acceptable without those pressures. As my friend Henry Kissinger so artfully stated: An absence of alternatives clears the mind marvelously. Fifth, push for innovation. The experience of building I-15 reinforced in me a willingness to push people I work with for better solutions. However, I also learned that when you push people to step outside the box, you have to be willing to protect the innovators politically when their ideas disrupt the status quo. Sixth, a collaborative IQ wins. The I-15 construction project demonstrated the power of collaborative thinking when incentives are aligned to produce value. Making the project work required that UDOT change their cultural command and control to one of collaborative alignment. The results were clear in both economic and sociologic terms. Seventh, people make all the difference. Tom Warne and the team he assembled were the defining difference on the I-15 project. They collaboratively pioneered solutions. Eighth, maximize the effectiveness of incentives. Among the most important innovations in the I-15 project were the clearly defined set of economic incentives that were aligned with clear, fair, and agreed-upon expectations. Ninth, measure and value results, not process, as exemplified by the state’s willingness to award an I-15 bid that was not the lowest dollar amount if it produced a better value. Another example of placing importance on value is the performance warranty. By requiring the contractor to stand behind their work for a period, it aligned them with our desire to have a quality highway. Several times during the project the contractor voluntarily increased the quality to prevent them from having a maintenance problem later. Lastly, communicate frequently and effectively. People will endure hardship and inconvenience if they know why it is necessary and, if possible, when it will occur. Because UDOT and the contractor budgeted millions of dollars to ensure we were communicating with those using the road, telling them what to expect and making it clear we were doing everything possible to move quickly, UDOT’s job approval increased every quarter. Footnotes: 1. Mike Leavitt and Tom Warne, “WASHTO Day 3 Keynote,” interview by Carlos Braceras, youtube.com, streamed live on September 15, 2021, https://www.youtube.com/watch?v=MKHl1Z1jHFE 2. https://envisionutah.org/our-story 3. Mike Leavitt and Tom Warne, “WASHTO Day 3 Keynote.” 4. Roy O. Nelson, “Utah’s I-15 Design-Build Project.” Public Roads Magazine, U.S. Department of Transportation, Federal Highway Administration, November/December 1997, Vol. 61, No.3, https://highways.dot.gov/public-roads/novdec-1997/utahs-i-15-design-build-project 5. Jerry Sprangler, “Rail Funding Still Not Sure, Leavitt Says,” Deseret News, May 24, 1996, https://www.deseret.com/1996/5/24/19244406/rail-funding-still-not-sure-leavitt-says 6. Lee Davidson, “Light-Rail Cash is Assured – But How Fast Will It Come?” Deseret News, May 22, 1996, https://www.deseret.com/1996/5/22/19243975/light-rail-cash-is-assured-but-how-fast-will-it-come