The United Kingdom (UK) Government has committed to the creation of a National Retraining Scheme, which will aim to prepare workers for future changes to the economy, including through automation, to retrain into better jobs. This will help to address challenges to the economy, including automation and advances in technology that are changing the nature of work; an ageing population and extended working lives; an entrenched productivity gap relative to other advanced economies; and low social mobility by international standards that does not appear to be improving. Despite the evidence on the benefits of learning, the UK has seen a recent decline in the number of adults participating in learning and skills training. In addition, studies have consistently demonstrated persistent patterns of inequality in participation. For the National Retraining Scheme to be effective, these entrenched inequalities in participation in learning need to be addressed. Doing this requires a better understanding of how adults can be successfully engaged in learning. Learning and Work Institute (L&W) was commissioned by the Department for Education (DfE) to undertake research to better understand how adults with qualifications below Level 2 make decisions about whether or not to take up learning. The research took a qualitative approach involving in-depth interviews with adult learners and focus groups with adults who are currently not engaged in learning. The research builds on a previous study conducted by L&W and Kantar Public, which explored the decision-making of adults learning at Levels 2-5. This report presents the findings from the study and recommendations for the development of the Government's National Retraining Scheme, particularly in relation to how best to engage adults in learning. [For the previous study conducted by L&W and Kantar Public, "Decisions of Adult Learners," see ED590017.]