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Mission Statement We enable greatness in people andorganizations everywhere. Vision Our vision is to profoundly impact the waybillions of people throughout the world live,work, and achieve their own great purposes. To Be the Workplace of Choicefor Achievers With Heart, We Value: The Whole Person Lasting Client Impact We embrace the uniqueness and diversityof each individual and cultivate a cultureof belonging. We care deeply about our clients and helpingthem achieve their own great purposes. The Pursuit of Growth The Principles We Teach We believe in universal principles ofeffectiveness and strive to model whatwe teach. We are committed to meaningful growth—as individuals and as an organization. About the Cover For over 40 years, organizations worldwide have experienced the transformative impact ofThe 7Habits of Highly Effective People®on personal effectiveness, leadership, culture, and organizationalperformance—what we call the “7 Habits Effect.” This year, we are proud to introduce the latestevolution of this timeless training program to our enterprise and education clients globally. TABLE OF CONTENTS Letter to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Proxy Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7Form 10-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .77Management’s Discussion and Analysis . . . . . . . . . . . . . . . . .104Report of Independent Registered Public Accounting Firm . .121Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . .124Notes to Consolidated Financial Statements . . . . . . . . . . . . .128Corporate Information . . . . . . . . . . . . . . . . . . . . .Inside Back Cover Paul S. WalkerChief Executive Officer Stephen D. YoungChief Financial Officer Dear Fellow Shareholders, We are pleased to share our fiscal 2024 results, which were strong and reflect the importance and durability of theopportunities and challenges we help our clients address. This past year has been another strong period forFranklin Covey, marked by significant financial achievements, strategic progress, and a continued commitment tobeing the partner of choice for our clients. Below are highlights of our journey and vision for the future. Highlights of Our Journey Franklin Covey delivered a strong financial performance for fiscal year 2024, including: •Revenue reached $287.2 million, compared to $280.5 million in fiscal 2023.•Adjusted EBITDA grew 15% to $55.3 million compared to $48.1 million in fiscal 2023.•Cash Flows from Operating Activities grew 69%, reaching $60.3 million compared to $35.7 million in fiscal2023.•Free Cash Flow was also very strong, increasing 121% to $48.9 million, up from $22.2 million in the prioryear.•Over the past three years we have returned a significant amount of capital to shareholders, investing morethan $90 million to purchase over 2,247,000 of our shares.•Our liquidity remains strong. After investing to grow the business and purchase shares, we ended the yearwith more than $110 million in available liquidity. This strong financial performance reflects key strategic, financial, and operational aspects of Franklin Covey’sbusiness, including: •Strategically:We continue to focus our entire company around helping clients successfully address theirmission critical opportunities and challenges that require the collective action of their people. Our goal is tobecome so effective in doing this that our clients choose to be our partners for life, as many of them alreadyare. Today, more leaders and organizations in our Enterprise Division and more students and schools in ourEducation Division are being impacted by Franklin Covey solutions than at any point in our history. •Financially:Having successfully transitioned the business to a subscription model, the strength of ourtechnology-enabled content and services subscription business continues to accelerate revenue growth whilealso generating even higher rates of growth in Adjusted EBITDA and Free Cash Flow. Since the beginning ofFranklin Covey’s conversion to a subscription-based model in 2016, our revenue has grown by $77.3 millionfrom $209.9 million to $287.2 million and Adjusted EBITDA has grown by $23.4 million, from $31.9 millionto $55.3 million.•Operationally:We are committed to increasing client impact and to becoming even more operationallyefficient. Today our client Net Promoter Score in our Enterprise North America business is an extremelyhigh 67. We retain more than 90% of our revenue, and the vast majority of our clients and schools, from yearto year. Vision for the Future Nine years ago, as we contemplated how a transition to subscription would benefit our clients and shareholders, werecognized that a full transition to this business model would require additional investments in content, newinves