The Department for Education (DfE) commissioned Kantar Public and Learning and Work Institute (L&W) to undertake research to understand adults' experiences of, and decisions about, learning. This report presents the findings from in-depth interviews with 70 learners and focus groups with 16 adults not currently learning, and recommendations for the development of the Government's National Retraining Scheme and future lifelong learning policy. The study reveals that, for every learner, there exists a complex and unique relationship between their own perceptions of the personal benefits and personal costs of learning. The argument that underpins this report is that the trigger to participate in learning for each adult comes at a tipping point where personal benefits (or 'pros') outweigh personal costs (or 'cons'). This balance exists throughout an adult's learning journey, from before they consider learning right through to their completion (or termination) of their course, and back again to considering learning. An adult is tipped into or out of learning as the balance between costs and benefits changes. The weights on the balance represent the degree of influence that factors have for that adult. [The Department for Education (DfE) commissioned Kantar Public and Learning and Work Institute (L&W) to undertake the research for this report.]