##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 001-32230
      Life Time Fitness,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
  Minnesota

41-1689746(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   2902 Corporate Place
    Chanhassen, Minnesota(Address of principal
    executive offices)

55317(Zip Code)     Registrants telephone number, including area code:
    952-947-0000
  Securities registered pursuant to Section 12(b) of the
    Act
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.02 par value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act: None
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting company
    o (do
    not check if smaller
 reporting
    company)
  Rule 12b-2 o þ




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##### Table of Contents





DOCUMENTS
    INCORPORATED BY REFERENCE
    FORWARD-LOOKING
    STATEMENTS
  Form 10-K pages 16-21 Form 10-K Form 10-K
 1




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##### 



TABLE OF
    CONTENTS
   
 PagePART I.Item 1.


Business


3Item 1A.


Risk Factors


15Item 1B.


Unresolved Staff Comments


21Item 2.


Properties


22Item 3.


Legal Proceedings


24Item 4.


Submission of Matters to a Vote of Security
    Holders


24PART II.Item 5.


Market For Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


25Item 6.


Selected Financial Data


27Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


31Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


42Item 8.


Financial Statements and Supplementary
    Data


43Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


75Item 9A.


Controls and Procedures


75Item 9B.


Other Information


76PART III.Item 10.


Directors, Executive Officers and Corporate
    Governance


76Item 11.


Executive Compensation


77Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


77Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


77Item 14.


Principal Accountant Fees and Services


77PART IV.Item 15.


Exhibits and Financial Statement Schedules


77SIGNATURESEX-21EX-23EX-24EX-31.1EX-31.2EX-32   2




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PART I  Item 1.
    Business.  Company
    Overview
  ® sm
    (952) 947-0000.
  Our
    History
  month-to-month
           3




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Our
    Competitive Strengths
  We
    offer comprehensive and convenient programs and
    services.
  state-of-the-art
  and/or
  We
    offer a value proposition that encourages membership
    loyalty.
  Experience
    Life 14-day month-to-month,
  We
    offer a product that is convenient for our
    members.
    We
    have an established and profitable economic model.
   4




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We
    believe we have a disciplined and sophisticated site selection
    and development process.
    Our
    Growth Strategy
    Open
    new centers.
    For the Year Ended December 31,2009


2008


2007


2006


2005Total centers, beginning of year


81



70



60



46



39New centers constructed


3



10



8



7



6New centers  remodel of existing space






1







1



Acquired centers










2



7



1Closed centers














(1
)


Total centers, end of year


84



81



70



60



46     Increase
    membership and optimize membership dues.
      As of December 31,2009


2008


2007


2006


2005Non-mature centers


24



36



32



28



17Non-mature centers percentage of targeted capacity


64.0
%


62.6
%


66.4
%


65.3
%


66.4
%  5




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Increase
    in-center products and services revenue.
    Our
    Industry
    Our
    Philosophy  A Healthy Way of Life
    Company
     6




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Our
    Sports and Athletic, Professional Fitness, Family Recreation and
    Spa Centers
  Size
    and Location
      all-in-one
  As of December 31,2009


2008


2007


2006


2005Large format centers  current modelNumber of centers


51



48



38



30



23Average square feet


113,000



113,000



110,000



110,000



109,000Large format centers  otherNumber of centers


24



24



23



21



14Average square feet


95,000



95,000



95,000



100,000



83,000   Center
    Environment
  state-of-the-art 800-900
 7




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Equipment
    and Programs
    Amenities

Services

Activities and EventsBasketball/Volleyball Courts
    Cardiovascular, Resistance and
    Free Weight Equipment
    Cycle Theaters
    Group Fitness Studios
    Lap Pool
    Racquetball/Squash Courts
    Child Center
    Rock Climbing Cavern
    Saunas
    Two-story Waterslides
    Whirlpool Spas
    Zero-depth Entry Swimming Pools
    LifeStudio
    LifeCafe
    LifeSpa
    Pool-side Bistro
    Mens, Womens and Family
    Locker Rooms

24-Hour Availability
    Fitness Assessments
    Educational SeminarsExperience LifeMagazine
    Towel Service
    Locker Service
    Massage Therapy
    Nutritional Products
    Personal Training
    T.E.A.M. Programs
    Cardiovascular and Resistance Training
    Metabolic Testing
    Nutrition Coaching
    Endurance Coaching
    Member Advantage
    Corporate Wellness Products
    and Services
    myLT.com

Aquatics
    Athletic Leagues
    Birthday Parties
    Eastern/Martial Arts
    Kids Club
    Pilates
    Group Fitness Classes
    Scuba Lessons
    Studio Cycling
    Sports Training Camps
    Summer Camps
    Swimming Lessons
    Yoga
    Educational Camps
    Dance Classes
    Athletic Events
    Run Club, Cycle-Club and other
    interest driven clubs
    Social Events   Fitness Equipment and Facilities.
  and/or
  Personalized Services for Individuals and Small
    Groups.
    
    One-On-One
    sessions  an individual member meets directly
    with a personal trainer designed to help members achieve their
    healthy way of life goals, including losing weight, gaining
    weight/muscle mass, or specific event training.
    Small Group sessions  designed for a
    group of 2 to 4 members who meet directly with a single personal
    trainer designed to help members achieve their goals with others. 8




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
    T.E.A.M. Training Education Accountability
    Motivation®programs We have developed a number of
    large group (typically 8 to 12 members) programs under our
    proprietary T.E.A.M. platform. Our T.E.A.M. Weight Loss program
    focuses on exercise, education and nutrition and provides the
    resources as well as support needed for long-term weight loss
    success. The T.E.A.M. Fitness program combines cardio exercise
    with strength training. Our endurance program focuses on
    training in the right heart rate zones, for the right duration
    of time and at the right frequency to burn fat more efficiently
    while improving overall health and wellness. Our T.E.A.M. Boot
    Camp challenges our members to test their limits in strength,
    agility and stamina.
    Assessments We offer various
    assessments for a detailed view of total health. Whether the
    member is an athlete or simply seeking better health, our
    assessments help achieve health goals more efficiently and
    confidently by providing precise scientific data on the
    members current health and fitness.  Fitness Programs and Classes.
  Other Center Services. made-to-order
    on-site
    Memberships
    month-to-month 14-day
  Primary Membership Plans.
 9




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center-by-center
  24-hour
      Bronze

Gold

Platinum

OnyxA great experience at our most affordable rate

Many center choices nationwide

Nationwide center access, premium partner benefits and tennis

The ultimate in access, amenities and benefitsNumber of centers designated

11

47

16

10Joining fee

$75-150

$75-150

$75-150

$75-150Individual dues

$50

$60-70

$70-80

$90-120Family dues

$130

$140-150

$150-160

$200-250Center access

All bronze centers

All Bronze and Gold centers (58)

All Bronze, Gold and Platinum centers (74)

All Life Time Fitness locations nationwide, including Life Time
    Athletic centers (84)In-center amenities

Complimentary towel and locker service and free group fitness
    classes

All Bronze benefits plus: complimentary climbing wall,
    racquetball and squash court access

All Gold benefits, plus: access to Platinum-level tennis clubs,
    fee-based tennis court access

All Platinum benefitsMember Advantage

10+ local and national partners

500+ local and national partners

575+ local and national partners

575+ local and national partners   Other Membership Plans.
  
    Junior Membership:  Children under the age of
    12 qualify for a junior membership, with dues of $6 to
    $8 per month, depending on the center. The junior
    membership provides access to the child care center, pools and
    gyms at designated times. We do not count junior memberships as
    reported memberships since they are already part of the family
    membership.
    Under 26 Membership:  In 2008, we created a
    26-and-under
    membership which provides individuals in this age group with
    monthly membership dues that are $10 to $20 less than the
    standard rate. This membership type is intended to increase the
    number of members we serve in this demographic in selected
    locations.
    Express Membership:  From time to time, we
    offer a limited service, center-only membership. Memberships in
    this plan generally pay $10 less per month than the standard
    rate.  Other Subscription Plans.
 10




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Usage
    For the Year Ended December 31,2009


2008


2007


2006


2005Total number of visits (in millions)


57.7



50.4



42.1



33.8



26.8Average number of visits per month, per center


57,792



56,300



54,647



54,376



53,175Average visits per year, per membership


98



94



88



84



80   New
    Center Site Selection and Construction
  Site Selection.
    Design and Construction.
    sub-contractor on-site
 11




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Marketing
    and Sales
  Overview of Marketing.
  Overview of Sales.
  Pre-Opening Phase. business-to-business
  Grand Opening Phase.
  Membership Growth Phase. word-of-mouth
  Member Retention Phase.
 12




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Leveraging
    the LIFE TIME FITNESS Brand
  Experience Life
  Centers.
  Education. Experience Life Experience Life quality-of-life Experience Life
  Athletic Events.
  Nutritional Products.
  Our
    Employees
  and/or
 13




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Information
    Systems
    Competition
    
    health club operators, including 24 Hour Fitness Worldwide,
    Inc., Bally Total Fitness Holding Corporation, Equinox Holdings,
    Inc., LA Fitness International, LLC and Town Sports
    International, Inc.;
    the YMCA and similar non-profit organizations;
    physical fitness and recreational facilities established by
    local governments, hospitals and businesses;
    local salons, cafes and businesses offering similar ancillary
    services;
    exercise and small fitness clubs and studios, including Anytime
    Fitness, Curves International and Snap Fitness;
    racquet, tennis and other athletic clubs;
    amenity and condominium clubs;
    country clubs;
    online personal training and fitness coaching; and
    the home-use fitness equipment industry.   14




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Government
    Regulation
    
    giving the member the right under various state
    cooling-off statutes to cancel, in most cases,
    within three to ten days after signing, his or her membership
    and receive a refund of any enrollment fee paid;
    requiring an escrow for funds received from pre-opening sales or
    the posting of a bond or proof of financial
    responsibility; and
    establishing maximum prices and terms for membership contracts
    and limitations on the financing term of contracts.        Trademarks
    and Trade Names
  ® ® ® ®
    Available
    Information
  lifetimefitness.com.
  Item 1A.
    Risk
    Factors.  We may
    be unable to attract and retain members, which could have a
    negative effect on our business.
   15




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Our
    debt levels may limit our ability to access additional funds
    under our existing credit facilities and limit our flexibility
    in obtaining additional financing to pursue our growth strategy
    and other business opportunities.
      
    our ability to obtain additional financing, if necessary, for
    capital expenditures, working capital, acquisitions or other
    purposes may be impaired or such financing may not be available
    on favorable terms;
    we will need a substantial portion of our cash flow to pay the
    principal of, and interest on, our indebtedness, including
    indebtedness that we may incur in the future;
    payments on our indebtedness will reduce the funds that would
    otherwise be available for our operations and future business
    opportunities;
    a substantial decrease in our cash flows from operations or a
    substantial increase in our investment in new centers could make
    it difficult for us to meet our debt service requirements and
    force us to modify our operations;
    we may be more highly leveraged than our competitors, which may
    place us at a competitive disadvantage;
    our debt level may make us more vulnerable and less flexible
    than our competitors to a downturn in our business or the
    economy in general; and
    some of our debt has a variable rate of interest, which
    increases our vulnerability to interest rate fluctuations.    If we
    fail to comply with any of the covenants in our financing
    documents, we may not be able to access our existing credit
    facilities, we may be required to pay increased interest and our
    obligations to repay our indebtedness may be
    accelerated.
   16




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Because
    of the capital-intensive nature of our business, we rely on our
    revolving credit facilities and may have to incur additional
    indebtedness or issue new equity securities. If we are not able
    to access our credit facilities, obtain additional capital or
    refinance existing debt, our ability to operate or expand our
    business may be impaired and our operating results could be
    adversely affected.
    Our
    continued growth could place strains on our management,
    employees, information systems and internal controls which may
    adversely impact our business.
    If we
    fail to properly maintain the integrity of our data or to
    strategically implement new or upgrade or consolidate existing
    information systems, our reputation and business could be
    materially adversely affected.
  and/or
 17




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The
    health club industry is highly competitive and our competitors
    may have greater name recognition than we have.
    Delays
    in new center openings could have a material adverse effect on
    our financial performance.
    
    obtaining acceptable financing for construction of new sites;
    obtaining entitlements, permits and licenses necessary to
    complete construction of the new center on schedule;
    recruiting, training and retaining qualified management and
    other personnel;
    securing access to labor and materials necessary to develop and
    construct our centers;
    delays due to material shortages, labor issues, weather
    conditions or other acts of god, discovery of contaminants,
    accidents, deaths or injunctions; and
    general economic conditions. 18




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We may
    incur rising costs related to construction of new centers and
    maintaining our existing centers. If we are not able to pass
    these cost increases through to our members, our returns may be
    adversely affected.
    The
    opening of new centers in existing locations may negatively
    impact our same-center revenue increases and our operating
    margins.
      We
    have significant operations concentrated in certain geographic
    areas, and any disruption in the operations of our centers in
    any of these areas could harm our operating
    results.
    If we
    are unable to identify and acquire suitable sites for new sports
    and athletic, professional fitness, family recreation and spa
    centers, our revenue growth rate and profits may be negatively
    impacted.
    If we
    cannot retain our key personnel and hire additional highly
    qualified personnel, we may not be able to successfully manage
    our operations and pursue our strategic
    objectives.
   19




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We
    could be subject to claims related to health or safety risks at
    our centers.
    We are
    subject to extensive government regulation, and changes in these
    regulations could have a negative effect on our financial
    condition and results of operations.
    
    general rules and regulations of the Federal Trade Commission,
    state and local consumer protection agencies and state statutes
    that prescribe certain forms and provisions of membership
    contracts and that govern the advertising, sale and collection
    of our memberships;
    state and local health regulations;
    federal regulation of health and nutritional products; and,
    regulation of service providers.    We
    could be subject to claims related to our nutritional
    products.
    If our
    founder and chief executive officer leaves our company for any
    reason, it could have a material adverse effect on
    us.
   20




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If it
    becomes necessary to protect or defend our intellectual property
    rights or if we infringe on the intellectual property rights of
    others, we may become involved in costly litigation or be
    required to pay royalties or fees.
  ®
  Item 1B.
    Unresolved
    Staff Comments.   21




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Item 2.
    Properties.      Center

Square

DateLocation

Format

Feet(1)

Opened(2)86


Scottsdale (Pima Crossing), AZ

Other

20,620

Feb-1085


Beachwood (Cleveland), OH

Large/Current

112,110

Jan-1084


Collierville, TN

Large/Current

112,110

Jun-0983


Lake Houston (Houston), TX

Large/Current

112,110

Feb-0982


Berkeley Heights, NJ

Large/Current

112,110

Feb-0981


Westminster, CO

Large/Current

112,110

Nov-0880


Florham Park, NJ

Large/Current

109,995

Nov-0879


Loudoun County, VA

Large/Current

112,110

Oct-0878


Mansfield (Dallas), TX

Large/Current

129,155

Oct-0877


Vernon Hills, IL

Large/Current

140,495

Sep-0876


Houston City Centre, TX

Large/Current

140,495

Sep-0875


Rockville, MD

Large

66,700

Sep-0874


Mountain Brook, GA

Large/Current

112,110

Jun-0873


West County, MO

Large/Current

112,110

Jun-0872


Johns Creek, GA

Large/Current

112,110

May-0871


Parker, CO

Large/Current

129,155

Jan-0870


NW San Antonio, TX

Large/Current

112,110

Dec-0769


Sugarloaf, GA

Large/Current

112,110

Nov-0768


South Austin, TX

Large/Current

109,045

Oct-0767


Premier Place (Dallas), TX

Large

62,000

Sep-0766


White Bear Lake, MN

Large

58,782

Sep-0765


Deerfield Township (Cincinnati), OH

Large/Current

127,040

Jul-0764


Omaha, NE

Large/Current

115,030

Jun-0763


Lakeville, MN

Large/Current

115,030

Jun-0762


Cary, NC

Large/Current

109,995

May-0761


Dublin (Columbus), OH

Large/Current

109,045

Apr-0760


Scottsdale, AZ

Large/Current

109,775

Dec-0659


Alpharetta, GA

Large/Current

109,720

Dec-0658


Goodyear  Palm Valley, AZ

Large/Current

109,775

Oct-0657


Overland Park, KS

Large/Current

110,080

Oct-0656


South Valley, UT

Large/Current

108,925

Aug-0655


Boca Raton, FL

Large

73,688

Jul-0654


Bloomington South, MN

Large

95,314

Jul-0653


Eden Prairie, MN

Large

89,011

Jul-0652


St. Louis Park, MN

Large

189,496

Jul-0651


Crosstown (Eden Prairie), MN

Large

145,896

Jul-0650


Minneapolis  Target Center, MN

Large

170,925

Jul-0649


Fridley, MN

Large

162,048

Jul-0648


Allen-McKinney (Dallas), TX

Large/Current

125,475

May-0647


Columbia, MD

Large/Current

110,563

Feb-0646


Minnetonka, MN

Other

41,000

Jan-0645


Maple Grove, MN

Large

72,500

Dec-0544


San Antonio, TX

Large/Current

110,563

Dec-0543


Romeoville, IL

Large/Current

110,563

Sep-05 22




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##### Table of Contents



Center

Square

DateLocation

Format

Feet(1)

Opened(2)42


Austin, TX

Large/Current

110,563

Sep-0541


Chanhassen, MN

Large/Current

110,563

Jul-0540


Cinco Ranch (Houston), TX

Large/Current

108,890

Jun-0539


Commerce Township, MI

Large/Current

108,890

Mar-0538


Colleyville (Dallas), TX

Large/Current

108,890

Nov-0437


Dallas, TX

Large

68,982

Nov-0436


Flower Mound (Dallas), TX

Large/Current

108,890

Oct-0435


Sugar Land (Houston), TX

Large/Current

108,890

Oct-0434


Garland (Dallas), TX

Large/Current

108,890

Jul-0433


Champions (Houston), TX

Large/Current

108,890

Jun-0432


Plano (Dallas), TX

Large/Current

108,890

Nov-0331


New Hope, MN

Other

44,156

Oct-0330


Gilbert, AZ

Large/Current

108,890

Oct-0329


Tempe, AZ

Large/Current

108,890

Apr-0328


Rochester Hills, MI

Large/Current

108,890

Nov-0227


Canton Township, MI

Large/Current

105,010

Sep-0226


Old Orchard (Skokie), IL

Large/Current

108,890

Aug-0225


Savage, MN

Large

80,853

Jun-0224


Burr Ridge, IL

Large/Current

105,562

Feb-0223


Champlin, MN

Large

61,948

Oct-0122


Fairfax City, VA

Large

67,467

Oct-0121


Orland Park, IL

Large/Current

108,890

Aug-0120


Algonquin, IL

Large/Current

108,890

Apr-0119


Bloomingdale, IL(3)

Large/Current

108,890

Feb-0118


Warrenville, IL

Large/Current

114,993

Jan-0117


Schaumburg, IL

Large/Current

108,890

Oct-0016


Minneapolis, MN(4)

Other

58,705

Jul-0015


Shelby, MI

Large

101,680

Mar-0014


Centreville, VA

Large

90,956

Jan-0013


Novi, MI

Large

90,956

Oct-9912


Indianapolis, IN

Large

90,956

Aug-9911


Columbus, OH

Large

98,047

Jul-9910


Apple Valley, MN

Other

10,375

Jun-999


Troy, MI

Large

93,579

Jan-998


St. Paul, MN

Other

85,630

Dec-977


Plymouth, MN

Large

109,558

Jun-976


Bloomington North, MN

Other

47,307

Nov-965


Coon Rapids, MN

Other

90,262

May-964


Highland Park (St. Paul), MN(5)

Other

39,578

Nov-953


Roseville, MN

Other

14,000

Sep-952


Woodbury, MN

Large

73,050

Sep-951


Eagan, MN

Large

64,415

Sep-94     (1)
    
    In a few of our centers, we sublease space to third parties who
    operate our pro shop or climbing wall or to hospitals or
    chiropractors that use the space to provide physical therapy.
    The square footage figures include those subleased areas. The
    square footage figures exclude areas used for tennis courts and
    outdoor swimming pools. These figures are approximations.(2)
    
    For acquired centers, date opened is the date we assumed
    operations of the center.(3)
    
    This center is a joint venture in which we have a one-third
    interest.(4)
    
    We operate a separate 13,842 square foot full-service restaurant
    in the same building. The square footage figure in the table
    does not include the restaurant.(5)
    
    Our Highland Park, Minnesota center is located in a
    109,346 square foot office building that we own.   23




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Other
    Property Data:
  As of December 31,2009


2008


2007


2006


2005(Number of centers)Center ageOpen 1 to 12 months


3



11



10



15



7Open 13 to 36 months


21



25



22



13



10Open 37+ months (mature)


60



45



38



32



29Total centers


84



81



70



60



46Center formatLarge format  current model


51



48



38



30



23Large format  other


24



24



23



21



14Other format


9



9



9



9



9Total centers


84



81



70



60



46Center ownershipOwn


28



29



28



25



16Own/ground lease


3



2



1



1



1Own/mortgaged


23



20



18



12



13Own/ground lease/mortgaged


3



3



3



3



3Joint venture


1



1



1



1



1Leased


26



26



19



18



12Total centers


84



81



70



60



46   Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   24




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchaser of Equity Securities.  Market
    Information
    High


LowFiscal Year Ended December 31, 2008:First Quarter (January 1, 2008  March 31,
    2008)

$
50.28


$
25.64Second Quarter (April 1, 2008  June 30,
    2008)


41.04



28.12Third Quarter (July 1, 2008  September 30,
    2008)


41.50



27.16Fourth Quarter (October 1, 2008 
    December 31, 2008)


34.00



8.03Fiscal Year Ended December 31, 2009:First Quarter (January 1, 2009  March 31,
    2009)

$
16.73


$
7.07Second Quarter (April 1, 2009  June 30,
    2009)


21.59



12.01Third Quarter (July 1, 2009  September 30,
    2009)


32.05



16.66Fourth Quarter (October 1, 2009 
    December 31, 2009)


31.38



21.29   Holders
    Performance
    Graph
    25




---



##### Table of Contents



12/31/2004


12/31/2005


12/31/2006


12/31/2007


12/31/2008


12/31/2009Life Time Fitness

$
100


$
147


$
187


$
192


$
50


$
96NYSE Composite Index


100



107



126



134



79



99Russell 2000 Index


100



103



121



118



77



96   Dividends
    Issuer
    Purchases of Equity Securities in Fourth Quarter 2009
    Equity
    Compensation Plan Information
   26




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##### Table of Contents



Item 6.
    Selected
    Financial Data.    For the Year Ended December 31,2009


2008


2007


2006


2005(In thousands, except per share, center and membership
    data)Statement of Operations Data:RevenueCenter revenueMembership dues

$
564,605


$
508,927


$
434,138


$
339,623


$
262,989Enrollment fees


26,138



26,570



24,741



22,438



20,341In-center revenue(1)


232,834



218,198



182,215



138,332



97,710Total center revenue


823,577



753,695



641,094



500,393



381,040Other revenue


13,424



15,926



14,692



11,504



9,076Total revenue


837,001



769,621



655,786



511,897



390,116Operating expensesCenter operations


506,443



454,645



377,235



292,273



216,314Advertising and marketing


26,299



31,500



24,967



20,770



14,446General and administrative


42,776



43,749



40,820



37,781



27,375Other operating


21,852



19,426



16,340



12,998



12,693Depreciation and amortization


90,770



72,947



59,014



47,560



38,346Total operating expenses(2)


688,140



622,267



518,376



411,382



309,174Income from operations


148,861



147,354



137,410



100,515



80,942Interest expense, net


(30,338
)


(29,552
)


(25,443
)


(17,356
)


(14,076
)Equity in earnings of affiliate(3)


1,302



1,243



1,272



919



1,105Income before income taxes


119,825



119,045



113,239



84,078



67,971Provision for income taxes


47,441



47,224



45,220



33,513



26,758Net income

$
72,384


$
71,821


$
68,019


$
50,565


$
41,213Basic earnings per common share

$
1.84


$
1.84


$
1.81


$
1.40


$
1.19Weighted average number of common shares outstanding 
    basic


39,297



39,002



37,518



36,118



34,592Diluted earnings per common share

$
1.82


$
1.83


$
1.78


$
1.37


$
1.13Weighted average number of common shares outstanding
     diluted(4)


39,870



39,342



38,127



36,779



36,339Balance Sheet Data (end of period):Cash and cash equivalents

$
6,282


$
10,829


$
5,354


$
6,880


$
4,680Working capital


(67,396
)


(107,112
)


(100,281
)


(100,509
)


(66,123
)Total assets


1,631,525



1,647,703



1,386,533



987,676



723,460Long-term debt, net of current portion


643,630



702,569



555,037



374,327



258,835Total debt


660,346



712,904



564,605



389,555



273,282Total shareholders equity


737,431



652,901



572,557



392,513



307,844 27




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##### Table of Contents



For the Year Ended December 31,2009


2008


2007


2006


2005(In thousands, except per share, center and membership
    data)Cash Flow Data:Net cash provided by operating activities

$
186,203


$
183,066


$
142,206


$
125,852


$
107,952Net cash used in investing activities


(143,285
)


(305,995
)


(417,207
)


(263,183
)


(180,850
)Net cash provided by (used in) financing activities


(47,465
)


128,404



273,475



139,531



67,367   For the Year Ended December 31,2009


2008


2007


2006


2005(In thousands, except per share, center and membership
    data)Other Data:Same center revenue  13 month(5)


(3.1
)%


2.8
%


6.1
%


7.3
%


7.7
%Same center revenue  37 month(5)


(7.5
)%


(2.8
)%


0.8
%


2.1
%


2.2
%Average revenue per membership(6)

$
1,414


$
1,427


$
1,360


$
1,270


$
1,171Average in-center revenue per membership(7)

$
400


$
414


$
387


$
351


$
300Annual attrition rate(8)


40.6
%


42.3
%


34.3
%


34.6
%


34.1
%EBITDA(9)

$
240,933


$
221,544


$
197,696


$
148,994


$
120,393EBITDAR(9)

$
281,174


$
248,919


$
217,072


$
162,718


$
130,593Capital expenditures(10)

$
146,632


$
463,337


$
415,822


$
261,767


$
190,355Free cash flows(11)

$
39,571


$
(280,271
)

$
(273,616
)

$
(135,915
)

$
(82,403
)Operating Data (end of period)(12):Centers open


84



81



70



60



46Memberships


578,937



567,110



499,092



443,660



358,384Center square footage(13)


8,459,540



8,109,359



6,832,814



5,802,627



4,077,918Employees


17,400



16,700



15,000



12,350



9,500Margins:Center operations


39.5
%


40.9
%


42.5
%


42.9
%


44.6
%EBITDA(14)


28.8
%


28.8
%


30.1
%


29.1
%


30.9
%EBITDAR(15)


33.6
%


32.3
%


33.1
%


31.8
%


33.5
%Operating income


17.8
%


19.1
%


21.0
%


19.6
%


20.8
%Net Income


8.6
%


9.3
%


10.4
%


9.9
%


10.6
%Stock Information:Total common shares outstanding


41,410



39,613



39,138



36,817



35,571Market price per share  high

$
32.05


$
50.28


$
65.09


$
53.04


$
40.70Market price per share  close

$
24.93


$
12.95


$
49.68


$
48.51


$
38.09Market price per share  low

$
7.07


$
8.03


$
45.89


$
37.17


$
23.82Price / earnings ratio at year-end  diluted


13.6



7.1



27.9



35.4



33.7Market capitalization(16)

$
1,032,351


$
512,988


$
1,944,376


$
1,785,993


$
1,354,899     (1)
    
    In-center revenue includes revenue generated at our centers from
    fees for personal training, dieticians, group fitness training
    and other member activities, sales of products offered at our
    LifeCafe, sales of products and services offered at our LifeSpa,
    tennis and renting space in certain of our centers.(2)
    
    Total operating expenses in 2008 includes expenses totaling
    $5.0 million associated with plans to slow the development
    of new centers. These expenses include severance costs,
    lower-of-cost-or-market
    adjustments in connection with assets held for sale and
    write-offs associated with land development cancelled in the
    fourth quarter of 2008. 28




---



##### Table of Contents



(3)
    
    In 1999, we formed Bloomingdale LIFE TIME Fitness, L.L.C.
    (Bloomingdale LLC) with two unrelated organizations
    for the purpose of constructing, owning and operating a center
    in Bloomingdale, Illinois. Each member made an initial capital
    contribution of $2.0 million and owns a one-third interest
    in Bloomingdale LLC. The center commenced operations in February
    2001. The terms of the relationship among the members are
    governed by an operating agreement. Bloomingdale LLC is
    accounted for as an investment in an unconsolidated affiliate
    and is not consolidated in our financial statements.(4)
    
    The diluted weighted average number of common shares outstanding
    is the weighted average number of common shares plus the
    weighted average conversion of any dilutive common stock
    equivalents, such as redeemable preferred stock, the assumed
    weighted average exercise of dilutive stock options using the
    treasury stock method, and unvested restricted stock awards
    using the treasury stock method. The shares issuable upon the
    exercise of stock options and the vesting of all restricted
    stock awards were dilutive.The following table summarizes the weighted average number of
    common shares for basic and diluted earnings per share
    computations:  December 31,2009


2008


2007


2006


2005(In thousands)Weighted average number of common shares outstanding 
    basic


39,297



39,002



37,518



36,118



34,592Effect of dilutive stock options


69



164



476



509



1,739Effect of dilutive restricted stock awards


504



176



133



152



8Weighted average number of common shares outstanding 
    diluted


39,870



39,342



38,127



36,779



36,339   (5)
    
    Membership dues, enrollment fees and in-center revenue for a
    center are included in comparable center revenue
    growth  13 monthbeginning on the first day
    of the thirteenth full calendar month of the centers
    operation and are included in comparable center revenue
    growth  37 monthbeginning on the first day
    of the thirty-seventh full calendar month of the centers
    operation.(6)
    
    Average revenue per membership is total center revenue for the
    period divided by an average number of memberships for the
    period, where the average number of memberships for the period
    is derived from dividing the sum of the total memberships
    outstanding at the end of each month during the period by the
    total number of months in the period.(7)
    
    Average in-center revenue per membership is total in-center
    revenue for the period divided by the average number of
    memberships for the period, where the average number of
    memberships for the period is derived from dividing the sum of
    the total memberships outstanding at the end of each month
    during the period by the total number of months in the period.(8)
    
    Annual attrition rate is calculated as follows: total
    terminations for the trailing 12 months (excluding frozen
    memberships) divided into the average beginning month membership
    balance for the trailing 12 months.(9)
    
    EBITDA consists of net income plus interest expense, net,
    provision for income taxes and depreciation and amortization.
    EBITDAR adds rent expense to EBITDA. These terms, as we define
    them, may not be comparable to a similarly titled measures used
    by other companies and are not measures of performance presented
    in accordance with GAAP. We use EBITDA and EBITDAR as measures
    of operating performance. EBITDA or EBITDAR should not be
    considered as a substitute for net income, cash flows provided
    by operating activities or other income or cash flow data
    prepared in accordance with GAAP. The funds depicted by EBITDA
    and EBITDAR are not necessarily available for discretionary use
    if they are reserved for particular capital purposes, to
    maintain debt covenants, to service debt or to pay taxes.
    Additional details related to EBITDA and EBITDAR are provided in
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations 
    Non-GAAP Financial Measures. 29




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##### Table of Contents



The following table provides a reconciliation of net income, the
    most directly comparable GAAP measure, to EBITDA and EBITDAR:  For the Year Ended December 31,2009


2008


2007


2006


2005(In thousands)Net income

$
72,384


$
71,821


$
68,019


$
50,565


$
41,213Interest expense, net


30,338



29,552



25,443



17,356



14,076Provision for income taxes


47,441



47,224



45,220



33,513



26,758Depreciation and amortization


90,770



72,947



59,014



47,560



38,346EBITDA

$
240,933


$
221,544


$
197,696


$
148,994


$
120,393Rent expense


40,241



27,375



19,376



13,724



10,200EBITDAR

$
281,174


$
248,919


$
217,072


$
162,718


$
130,593   (10)
    
    Capital expenditures represent investments in our new centers,
    costs related to updating and maintaining our existing centers
    and other infrastructure investments. For purposes of deriving
    capital expenditures from our cash flows statement, capital
    expenditures include our purchases of property and equipment,
    excluding purchases of property and equipment in accounts
    payable at year-end, property and equipment purchases financed
    through notes payable and capital lease obligations, and
    non-cash share-based compensation capitalized to projects under
    development.(11)
    
    Free cash flow is a non-GAAP measure consisting of net cash
    provided by operating activities, less purchases of property and
    equipment. This term, as we define it, may not be comparable to
    a similarly titled measure used by other companies and does not
    represent the total increase or decrease in the cash balance
    presented in accordance with GAAP. We use free cash flow as a
    measure of cash generated after spending on property and
    equipment. Free cash flow should not be considered as a
    substitute for net cash provided by operating activities
    prepared in accordance with GAAP. Additional details related to
    free cash flow are provided in Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Non-GAAP Financial Measures.  The following table provides a reconciliation of net cash
    provided by operating activities to free cash flow:  For the Year Ended December 31,2009


2008


2007


2006


2005(In thousands)Net cash provided by operating activities

$
186,203


$
183,066


$
142,206


$
125,852


$
107,952Less: Purchases of property and equipment


146,632



463,337



415,822



261,767



190,355Free cash flow

$
39,571


$
(280,271
)

$
(273,616
)

$
(135,915
)

$
(82,403
)   (12)
    
    The operating data presented in these items include the center
    owned by Bloomingdale LLC. The data presented elsewhere in this
    section exclude the center owned by Bloomingdale LLC.(13)
    
    The square footage presented in this table reflects fitness
    square footage which is the best metric for the efficiencies of
    a facility. We exclude outdoor pool, outdoor play areas,
    indoor/outdoor tennis elements and satellite facility square
    footage.(14)
    
    EBITDA margin is the ratio of EBITDA to total revenue.(15)
    
    EBITDAR margin is the ratio of EBITDAR to total revenue.(16)
    
    Market capitalization is calculated by multiplying the year-end
    total common shares outstanding by the year-end stock price. 30




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The following discussion of our historical results of
    operations and our liquidity and capital resources should be
    read in conjunction with the consolidated financial statements
    and related notes that appear elsewhere in this report. This
    discussion contains forward-looking statements that involve
    risks and uncertainties. Our actual results could differ
    materially from those anticipated in these forward-looking
    statements as a result of various factors, including those
    discussed in Risk Factors beginning on page 16
    of this report.
  Overview
               31




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##### Table of Contents




    First, our largest source of revenue is membership dues (67.5%
    of total revenue for the year ended December 31,
    2009) and enrollment fees (3.1% of total revenue for the
    year ended December 31, 2009) paid by our members. We
    recognize revenue from monthly membership dues in the month to
    which they pertain. We recognize revenue from enrollment fees
    over the estimated average membership life, which we estimate to
    be 30 months for 2009 and the fourth quarter of 2008,
    33 months for the second and third quarters of 2008 and
    36 months for the first quarter of 2008 and prior periods.
    Second, we generate revenue within a center, which we refer to
    as in-center revenue, or in-center businesses (27.8% of total
    revenue for the year ended December 31, 2009), including
    fees for personal training, registered dieticians, group fitness
    training and other member activities, sales of products at our
    LifeCafe, sales of products and services offered at our LifeSpa,
    tennis programs and renting space in certain of our centers.
    Third, we have expanded the LIFE TIME FITNESS brand into other
    wellness-related offerings that generate revenue, which we refer
    to as other revenue, or corporate businesses (1.6% of total
    revenue for the year ended December 31, 2009), including
    our media, wellness and athletic events businesses. Our primary
    media offering is our magazine, Experience Life. Other
    revenue also includes two restaurants in the Minneapolis market
    and rental income from our Highland Park, Minnesota office
    building.      Critical
    Accounting Policies and Estimates
    Revenue recognition.
 32




---



##### Table of Contents



month-to-month
    Results
    of Operations
    For the Year EndedDecember 31,2009


2008


2007REVENUE:Membership dues


67.5
%


66.1
%


66.2
%Enrollment fees


3.1



3.4



3.8In-center revenue


27.8



28.4



27.8Total center revenue


98.4



97.9



97.8Other revenue


1.6



2.1



2.2Total revenue


100.0



100.0



100.0OPERATING EXPENSES:Center operations


60.5



59.1



57.5Advertising and marketing


3.2



4.1



3.8General and administrative


5.1



5.7



6.2Other operating


2.6



2.5



2.5Depreciation and amortization


10.8



9.5



9.0Total operating expenses


82.2



80.9



79.0Income from operations


17.8



19.1



21.0 33




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##### Table of Contents



For the Year EndedDecember 31,2009


2008


2007OTHER INCOME (EXPENSE):Interest expense, net


(3.7
)


(3.8
)


(3.9
)Equity in earnings of affiliate


0.2



0.2



0.2Total other income (expense)


(3.5
)


(3.6
)


(3.7
)INCOME BEFORE INCOME TAXES


14.3



15.5



17.3PROVISION FOR INCOME TAXES


5.7



6.2



6.9NET INCOME


8.6
%


9.3
%


10.4
%   Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  Total revenue.
    
    79.7% was from membership dues, which increased
    $55.7 million, or 10.9%, due to increased memberships at
    new centers and higher dues per membership. Our number of
    memberships increased 2.1% to 578,937 at December 31, 2009
    from 567,110 at December 31, 2008.
    20.9% was from in-center revenue, which increased
    $14.6 million primarily as a result of increased sales of
    our LifeCafe products and services and personal training.
    Average in-center revenue per membership decreased from $414 for
    the year ended December 31, 2008 to $400 for the year ended
    December 31, 2009. We began to see slower in-center revenue
    growth in the second half of the 2008 through all of 2009 due to
    the slower economy.
    (0.6%) was from enrollment fees, which are deferred until a
    center opens and recognized on a straight-line basis over our
    estimated average membership life Since the fourth quarter of
    2008, the estimated average membership life has been
    30 months. For the second and third quarters of 2008, it
    was 33 months, and for the first quarter of 2008 and prior,
    it was 36 months. Enrollment fees decreased
    $0.4 million for the year ended December 31, 2009 to
    $26.1 million. In 2008 and 2009, we lowered our enrollment
    fees to stimulate new membership demand.    Center operations expenses.
  Advertising and marketing
    expenses.
 34




---



##### Table of Contents



General and administrative expenses.
  Other operating expenses.
  Depreciation and amortization.
  Interest expense, net.
  Provision for income taxes.
  Net income.
  Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Total revenue.
    
    66.4% was from membership dues, which increased
    $74.8 million, or 17.2%, due to increased memberships at
    new centers, junior membership programs and increased sales of
    value-added memberships. Our number of memberships increased
    13.6% to 567,110 at December 31, 2008 from 499,092 at
    December 31, 2007. Our membership growth of 13.6% was up
    slightly from a membership growth rate of 12.5% in 2007. This
    rate increase was driven by new center growth and included new,
    lower priced membership offerings in the second half of 2008.
    32.0% was from in-center revenue, which increased
    $36.0 million primarily as a result of increased sales of
    our personal training, member activities and LifeCafe products
    and services. As a result of this, in-center revenue growth and
    our focus on broadening our offerings to our members, average
    in-center revenue per membership increased from $387 for the
    year ended December 31, 2007 to $414 for the year ended
    December 31, 2008. We began to see slower in-center revenue
    growth in the second half of the year due to worsening economic
    conditions.
    1.6% was from enrollment fees, which are deferred until a center
    opens and recognized on a straight-line basis over
    36 months for the first quarter of 2008, 33 months for
    the second and third quarter of 2008 and 30 months for the
    fourth quarter of 2008. Enrollment fees increased
    $1.8 million for the year ended 35




---



##### Table of Contents



December 31, 2008 to $26.6 million. In 2008, we
    lowered our enrollment fees to stimulate new membership demand.    Center operations expenses.
  Advertising and marketing
    expenses.
  General and administrative expenses.
  Other operating expenses. start-up lower-of-cost-or-market
  Depreciation and amortization. lower-of-cost-or-market
  Interest expense, net.
  Provision for income taxes.
  Net income.
  Interest
    in an Unconsolidated Affiliated Entity
  day-to-day
 36




---



##### Table of Contents



Non-GAAP Financial
    Measures
        
    both are widely accepted financial indicators of a
    companys ability to service its debt and we are required
    to comply with certain covenants and borrowing limitations that
    are based on variations of EBITDA and EBITDAR in certain of our
    financing documents; and
    both are widely used to measure a companys operating
    performance without regard to items such as depreciation and
    amortization, which can vary depending upon accounting methods
    and the book value of assets, and to present a meaningful
    measure of corporate performance exclusive of our capital
    structure and the method by which assets were acquired.  and/or
  
    as measurements of operating performance because they assists us
    in comparing our performance on a consistent basis;
    in presentations to the members of our board of directors to
    enable our board to have the same consistent measurement basis
    of operating performance used by management; and
    as the basis for incentive bonuses paid to selected members of
    senior and center-level management.        
    free cash flow allows us to evaluate the cash generated by
    operations and the ability of our operations to fund investment
    items related to purchases of property and equipment, repay
    indebtedness, add to our cash balance, or to use in other
    discretionary activities; and
    if negative, free cash flow reflects the need for incremental
    financing activities or use of existing cash balances. 37




---



##### Table of Contents




    to monitor cash available for repayment of indebtedness; and
    in discussions with the investment community.    Seasonality
    of Business
    Liquidity
    and Capital Resources
  Liquidity
          Credit Rating.
 38




---



##### Table of Contents



December 31,2009


2008(In thousands)DebtLong-term

$
643,630


$
702,569Current maturities of long-term


16,716



10,335Total debt


660,346



712,904Shareholders EquityCommon stock


829



793Additional paid-in capital


395,121



385,095Retained earnings


344,095



271,711Accumulated other comprehensive loss


(2,614
)


(4,698
)Total shareholders equity


737,431



652,901Total capitalization

$
1,397,777


$
1,365,805     December 31,2009


2008Fixed-rate debt as a percent of total debt


59.6
%


54.6
%Weighted-average annual interest rate of total debt


3.7
%


4.5
%Total debt (net of cash) as a percent of total capitalization(total debt (net of cash) and total shareholders equity)


47.0
%


51.8
%Cash provided by operating activities as a percent of total debt


28.2
%


25.7
%   Operating
    Activities
        Investing
    Activities
   39




---



##### Table of Contents



For the Year Ended December 31,2009


2008


2007(In thousands)Purchases of property and equipment

$
146,632


$
463,337


$
415,822Non-cash property and equipment financed through capital lease
    obligations


31



9,910



1,445Non-cash property financed through notes payable obligations










95Non-cash property purchases in construction accounts payable


(53,789
)


3,963



10,218Non-cash share-based compensation capitalized to projects under
    development


385



641



744Total capital expenditures

$
93,259


$
477,851


$
428,324     For the Year EndedDecember 31, 2009New center land and construction

$
60,915Initial remodels of acquired centers


2,091Maintenance of existing facilities and centralized infrastructure


30,253Total capital expenditures

$
93,259       Financing
    Activities
    Interest
    Rate Swap
   40




---



##### Table of Contents



Mortgage
    Notes Financing
  15-year
  20-year
  15-year
    Debt
    Covenants
      Actual as of December 31,Covenant

Requirement

2009

2008Revolving credit facility:Total Consolidated Debt to EBITDAR(1)

Not more than 4.00 to 1.0

3.29 to 1.0

3.51 to 1.0Senior Debt to EBITDA(1)

Not more than 3.25 to 1.0

1.82 to 1.0

2.22 to 1.0Fixed Charge Coverage Ratio(1)(2)

Not less than 1.60

2.65 to 1.0

3.16 to 1.0Sale-leaseback:Tangible Net Worth(3)

Not less than $200.0 million

$688.4 million

$598.1 million     (1)
    
    The formulas for these covenants are specifically defined in the
    revolving credit facility and include, amount other things, an
    add back of share-based compensation expense to EBITDAR and
    EBITDA. See footnote 4, Long-Term Debt for more
    information on our revolving credit facility.(2)
    
    The Fixed Charge Coverage Ratio decrease of 0.51 from
    December 31, 2008 to December 31, 2009 was primarily
    due to additional rent expense from the six sale-leaseback
    transactions that we entered into during the second half of
    2008. See footnote 10, Commitments and Contingencies
    to our consolidated financial statements for more information on
    our sale-leaseback transactions.(3)
    
    The formula for this covenant is specifically defined in our
    Senior Housing Properties Trust agreement. See footnote 10,
    Commitments and Contingencies to our consolidated
    financial statements for more information on this sale-leaseback
    transaction. 41




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##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodTotal


2010


2011


2012


2013


2014


After 2014(In thousands)Long-term debt obligations, excluding capital lease obligations

$
641,637


$
15,654


$
102,788


$
364,908


$
9,962


$
15,757


$
132,568Capital lease obligations


18,709



1,062



1,037



1,180



617



10,220



4,593Interest(1)


93,974



28,351



20,565



11,737



9,036



8,181



16,104Operating lease obligations


769,984



40,278



40,422



39,529



38,802



39,661



571,292Purchase obligations(2)


44,616



38,714



3,599



1,090



714



499



Other long-term liabilities(3)


1,599























1,599Total contractual obligations

$
1,570,519


$
124,059


$
168,411


$
418,444


$
59,131


$
74,318


$
726,156     (1)
    
    Interest expense obligations were calculated holding floating
    rate debt balances and interest rates constant at
    December 31, 2009 rates. This includes the impact of our
    interest rate swap.(2)
    
    Purchase obligations consist primarily of our contracts with
    construction subcontractors for the completion of the five large
    format centers under construction as of December 31, 2009,
    three of which we plan to open in 2010, as well as contracts for
    the purchase of land.(3)
    
    In addition to the other long-term liabilities presented in the
    table above, approximately $1.4 million of unrecognized tax
    benefits, including interest and penalties, have been recorded
    as liabilities in accordance with applicable accounting
    guidance, and we are uncertain as to if or when such amounts may
    be settled.  Recent
    Accounting Pronouncements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.   42




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data.  LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2009


2008(In thousands, except shareand per share data)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
6,282


$
10,829Accounts receivable, net


4,026



6,114Center operating supplies and inventories


14,621



14,632Prepaid expenses and other current assets


12,938



10,994Deferred membership origination costs


20,278



19,877Deferred income taxes


660



1,365Total current assets


58,805



63,811PROPERTY AND EQUIPMENT, net


1,512,993



1,515,957RESTRICTED CASH


2,941



3,936DEFERRED MEMBERSHIP ORIGINATION COSTS


8,716



14,210OTHER ASSETS


48,070



49,789TOTAL ASSETS

$
1,631,525


$
1,647,703LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current maturities of long-term debt

$
16,716


$
10,335Accounts payable


14,429



14,842Construction accounts payable


9,882



63,418Accrued expenses


48,235



46,230Deferred revenue


36,939



36,098Total current liabilities


126,201



170,923LONG-TERM DEBT, net of current portion


643,630



702,569DEFERRED RENT LIABILITY


29,048



27,925DEFERRED INCOME TAXES


77,189



51,982DEFERRED REVENUE


8,819



13,719OTHER LIABILITIES


9,207



27,684Total liabilities


894,094



994,802COMMITMENTS AND CONTINGENCIES (Note 10)SHAREHOLDERS EQUITY:Undesignated preferred stock, 10,000,000 shares authorized;
    none issued or outstanding






Common stock, $.02 par value, 75,000,000 and
    50,000,000 shares authorized, respectively; 41,410,367 and
    39,612,775 shares issued and outstanding, respectively


829



793Additional paid-in capital


395,121



385,095Retained earnings


344,095



271,711Accumulated other comprehensive loss


(2,614
)


(4,698
)Total shareholders equity


737,431



652,901TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
1,631,525


$
1,647,703    43




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  For the Year Ended December 31,2009


2008


2007(In thousands, except per share data)REVENUE:Membership dues

$
564,605


$
508,927


$
434,138Enrollment fees


26,138



26,570



24,741In-center revenue


232,834



218,198



182,215Total center revenue


823,577



753,695



641,094Other revenue


13,424



15,926



14,692Total revenue


837,001



769,621



655,786OPERATING EXPENSES:Center operations


506,443



454,645



377,235Advertising and marketing


26,299



31,500



24,967General and administrative


42,776



43,749



40,820Other operating


21,852



19,426



16,340Depreciation and amortization


90,770



72,947



59,014Total operating expenses


688,140



622,267



518,376Income from operations


148,861



147,354



137,410OTHER INCOME (EXPENSE):Interest expense, net of interest income of $399, $235 and $438,
    respectively


(30,338
)


(29,552
)


(25,443
)Equity in earnings of affiliate


1,302



1,243



1,272Total other income (expense)


(29,036
)


(28,309
)


(24,171
)INCOME BEFORE INCOME TAXES


119,825



119,045



113,239PROVISION FOR INCOME TAXES


47,441



47,224



45,220NET INCOME

$
72,384


$
71,821


$
68,019BASIC EARNINGS PER COMMON SHARE

$
1.84


$
1.84


$
1.81DILUTED EARNINGS PER COMMON SHARE

$
1.82


$
1.83


$
1.78WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING  BASIC


39,297



39,002



37,518WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING  DILUTED


39,870



39,342



38,127    44




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
  AccumulatedAdditional


OtherCommon Stock


Paid-In


Comprehensive


RetainedShares


Amount


Capital


Loss


Earnings


Total(In thousands, except per share data)BALANCE  December 31, 2006


36,817,199


$
737


$
259,905


$



$
131,871


$
392,513Common stock issued upon common stock offering


1,675,000



33



92,469











92,502Common stock issued upon exercise of stock options


487,075



10



8,444











8,454Grant of restricted stock


162,393



3



(3
)










Forfeiture of restricted stock


(3,720
)


















Compensation expense related to stock options and restricted
    stock










7,746











7,746Capitalized compensation expense related to stock options and
    restricted stock










744











744Tax benefit upon exercise of stock options










4,605











4,605Interest rate swap contract














(2,026
)






(2,026
)Net income


















68,019



68,019BALANCE  December 31, 2007


39,137,947



783



373,910



(2,026
)


199,890



572,557Common stock issued upon exercise of stock options


185,453



4



2,991











2,995Grant of restricted stock


434,180



9



(9
)










Forfeiture of restricted stock


(144,805
)


(3
)


3











Compensation expense related to stock options and restricted
    stock










7,456











7,456Capitalized compensation expense related to stock options and
    restricted stock










641











641Tax benefit upon exercise of stock options










103











103Interest rate swap contract














(2,672
)






(2,672
)Net income


















71,821



71,821BALANCE  December 31, 2008


39,612,775



793



385,095



(4,698
)


271,711



652,901Common stock issued upon exercise of stock options


166,950



3



2,467











2,470Grant of restricted stock


1,698,194



34



(34
)










Forfeiture of restricted stock


(67,552
)


(1
)


1











Compensation expense related to stock options and restricted
    stock










8,082











8,082Capitalized compensation expense related to stock options and
    restricted stock










385











385Tax benefit upon exercise of stock options










(875
)










(875
)Interest rate swap contract














2,084







2,084Net income


















72,384



72,384BALANCE  December 31, 2009


41,410,367


$
829


$
395,121


$
(2,614
)

$
344,095


$
737,431    45




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Year Ended December 31,2009


2008


2007(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
72,384


$
71,821


$
68,019Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


90,770



72,947



59,014Deferred income taxes


23,270



14,815



11,505Loss on disposal of property and equipment, net


1,229



985



354Gain on land held for sale


(1,132
)






Amortization of deferred financing costs


2,544



1,663



853Share-based compensation


8,082



7,456



7,746Excess tax benefit related to share-based payment arrangements


(507
)


(103
)


(4,605
)Changes in operating assets and liabilities


(10,951
)


13,543



(544
)Other


514



(61
)


(1,753
)Net cash provided by operating activities


186,203



183,066



142,206CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment


(146,632
)


(463,337
)


(415,822
)Proceeds from sale of property and equipment


8



161,888



5,054Proceeds from sale of land held for sale


1,954







Proceeds from property insurance settlement






318



78Decrease (increase) in other assets


390



(7,695
)


(4,488
)Decrease (increase) in restricted cash


995



2,831



(2,029
)Net cash used in investing activities


(143,285
)


(305,995
)


(417,207
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from long-term borrowings


18,151



43,272



113,455Repayments of long-term borrowings


(11,001
)


(13,143
)


(11,181
)Proceeds from (repayments of) revolving credit facility, net


(56,500
)


101,800



67,800Increase in deferred financing costs


(1,092
)


(6,664
)


(2,160
)Proceeds from common stock offering, net of underwriting
    discount and offering costs










92,502Excess tax benefit related to share-based payment arrangements


507



103



4,605Proceeds from stock option exercises


2,470



3,036



8,454Net cash provided by (used in) financing activities


(47,465
)


128,404



273,475INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(4,547
)


5,475



(1,526
)CASH AND CASH EQUIVALENTS  Beginning of period


10,829



5,354



6,880CASH AND CASH EQUIVALENTS  End of period

$
6,282


$
10,829


$
5,354    46




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Table
    amounts in thousands, except share and per share data)
  1.
    Nature of
    Business    2.
    Significant
    Accounting Policies  Principles of Consolidation
  Revenue Recognition  month-to-month
    Pre-Opening Operations
  Cash and Cash Equivalents
 47




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
  Restricted Cash
  Accounts Receivable
  December 31,2009


2008Allowance for doubtful Accounts  beginning of period

$
267


$
755Provisions


326



108Write-offs against allowance


(204
)


(596
)Allowance for doubtful Accounts  end of period

$
389


$
267   Center Operating Supplies and Inventories lower-of-cost-or-market
  December 31,2009


2008Center operating supplies

$
4,448


$
5,434In-center businesses inventory and supplies


8,758



7,122Apparel


798



1,239Other


617



837Total center operating supplies and inventories

$
14,621


$
14,632   Prepaid Expenses and Other Current Assets
  December 31,2009


2008Deferred costs associated with personal training deferred revenue

$
2,876


$
2,144Prepaid lease obligations


3,134



2,767Prepaid marketing and media expenses


1,373



1,927Other prepaid expenses


2,996



3,132Other current assets


2,559



1,024Total prepaid expenses and other current assets

$
12,938


$
10,994   Property and Equipment
   48




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
    Depreciable


December 31,Lives


2009


2008Land





$
231,304


$
235,414Buildings and related fixtures


3-40 years



1,117,857



1,012,277Leasehold improvements


1-20 years



118,686



110,900Construction in progress






99,923



154,1191,567,770



1,512,710Equipment:Fitness


5-7 years



96,045



91,457Computer and telephone


3-5 years



47,846



44,554Capitalized software


5 years



35,388



27,981Decor and signage


5 years



14,985



13,323Audio/visual


3-5 years



26,047



22,552Furniture and fixtures


7 years



13,074



12,722Other equipment


3-7 years



66,626



61,862300,011



274,451Property and equipment, gross






1,867,781



1,787,161Less accumulated depreciation






354,788



271,204Property and equipment, net





$
1,512,993


$
1,515,957       ,
    Impairment of Long-lived Assets
 49




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
  Derivative Instruments and Hedging Activities
      Other Assets
  December 31,2009


2008Financing costs, net

$
8,535


$
9,988Investment in unconsolidated affiliate (see Note 3)


3,148



2,865Site development costs


40



618Intangible assets


8,596



8,596Land held for sale


21,346



21,105Other


6,405



6,617Total other assets

$
48,070


$
49,789      50




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
        Balance at December 31, 2007

$
5,505Purchase price adjustment(1)


340Goodwill acquired


2,751Balance at December 31, 2008


8,596Balance at December 31, 2009

$
8,596     (1)
    
    Includes adjustments related to the finalization of the purchase
    price allocation of acquisition transactions.    December 31,2009


2008Goodwill

$
5,690


$
5,690Leasehold rights


2,318



2,318Trade names


588



588Total intangible assets

$
8,596


$
8,596   Accrued Expenses
  December 31,2009


2008Payroll related

$
9,222


$
9,063Real estate taxes


16,291



13,557Center operating costs


11,385



11,167Insurance


2,847



2,659Interest


1,792



3,357Income taxes


1,117



887Other


5,581



5,540Total accrued expenses

$
48,235


$
46,230   Income Taxes
 51




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
          Earnings per Common Share
    For the Year Ended December 31,2009


2008


2007Net income

$
72,384


$
71,821


$
68,019Weighted average number of common shares outstanding 
    basic


39,297



39,002



37,518Effect of dilutive stock options


69



164



476Effect of dilutive restricted stock awards


504



176



133Weighted average number of common shares outstanding 
    diluted


39,870



39,342



38,127Basic earnings per common share

$
1.84


$
1.84


$
1.81Diluted earnings per common share

$
1.82


$
1.83


$
1.78     Dividends
 52




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
  Fair Value of Financial Instruments 
    December 31, 2009Carrying


EstimatedValue


Fair ValueFixed-rate debt

$
370,510


$
348,448Obligations under capital leases


18,709



18,571Floating-rate debt


271,127



257,817Total

$
660,346


$
624,836   Fair Value Measurements 
          Use of Estimates
 53




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
  Supplemental Cash Flow Information
  For the Year Ended December 31,2009


2008


2007Accounts receivable

$
1,762


$
(1,747
)

$
(2,155
)Income tax receivable






5,917



(1,112
)Inventories and center operating supplies


11



(308
)


(5,551
)Prepaid expenses and other current assets


1,126



5,028



(6,762
)Deferred membership origination costs


5,093



(3,515
)


(7,122
)Other assets


(1,564
)






Accounts payable


349



(5,364
)


4,895Accrued expenses


2,167



(315
)


9,861Deferred revenue


(4,025
)


(2,190
)


6,690Deferred rent


1,123



2,399



(190
)Other liabilities


(16,993
)


13,638



902Changes in operating assets and liabilities


(10,951
)

$
13,543


$
(544
)     For the Year Ended December 31,2009


2008


2007Purchases of property and equipment

$
146,632


$
463,337


$
415,822Non-cash property and equipment purchases financed through
    capital lease obligations


31



9,910



1,445Non-cash property purchases financed through notes payable
    obligations










95Non-cash property purchases in construction accounts payable


(53,789
)


3,963



10,218Non-cash share-based compensation capitalized to projects under
    development


385



641



744Total capital expenditures

$
93,259


$
477,851


$
428,324         New Accounting Pronouncements 
 54




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
  Comprehensive Income 
  3.
    Investment
    in Unconsolidated Affiliate       55




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
   4.
    Long-Term
    Debt    December 31,2009


2008Revolving credit facility, interest only due monthly at interest
    rates ranging from LIBOR plus 0.625% to 1.50% or base plus 0.0%,
    facility expires May 2012, collateralized by certain personal
    property

$
358,100


$
414,600Interest rate swap on notional amount of $125,000 at a fixed
    annual rate of 4.715%, expiring October 2010


4,196



7,541Mortgage notes payable to insurance company, monthly interest
    and principal payments totaling $1,273 including interest at
    8.25% to July 2011, collateralized by certain related real
    estate and buildings


105,531



111,812Commercial mortgage-backed notes payable with monthly interest
    and principal payments totaling $632 including interest at 6.03%
    to February 2017, collateralized by certain related real estate
    and buildings


101,418



102,752Mortgage notes payable to banks with monthly interest and
    principal payments totaling $257 including interest ranging from
    6.25% to 7.10%, expiring between January 2012 and May 2024,
    collateralized by certain related real estate and buildings


27,197



9,841Variable Rate Demand Notes, interest due monthly at a variable
    rate resetting weekly, principal due annually according to an
    agreement with a Letter of Credit provider that secures the
    notes, notes mature in July 2033


33,831



34,235Promissory note payable to lender, monthly interest and
    principal payments totaling $80 including interest at 5.78% to
    January 2015, collateralized by a certain interest in secured
    property


7,503



8,013Other debt including promissory note payable and special
    assessments payable


3,861



4,426Total debt (excluding obligations under capital leases)


641,637



693,220Obligations under capital leases (see below)


18,709



19,684Total debt


660,346



712,904Less current maturities


16,716



10,335Total long-term debt

$
643,630


$
702,569   Revolving
    Credit Facility
   56




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
          Interest
    Rate Swap
    Mortgage
    Notes Payable to Insurance Company
  20-year 15-year
   57




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
        Commercial
    Mortgage-Backed Notes Financing
        Other
    Mortgage Notes Financing
        15-year
   58




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
  20-year
  15-year
  Variable
    Rate Demand Notes
    Promissory
    Note Payable to Lender
      2010

$
15,6542011


102,7882012


364,9082013


9,9622014


15,757Thereafter


132,568Total future maturities of long-term debt (excluding capital
    leases)

$
641,637   Capital
    Leases
     59




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
        December 31,2009


2008Land and buildings

$
15,484


$
16,912Equipment


4,014



16,946Gross property and equipment under capital lease


19,498



33,858Less accumulated amortization


4,196



18,007Net property and equipment under capital lease

$
15,302


$
15,851     2010

$
2,6062011


2,5012012


2,5512013


1,9102014


11,405Thereafter


6,46027,433Less amounts representing interest


8,724Present value of net minimum lease payments


18,709Current portion


1,062$
17,647   Debt
    Covenants
    5.
    Subsequent
    Event   60




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
    6.
    Income
    Taxes    For the Year EndedDecember 31,2009


2008


2007Current tax expense

$
41,721


$
26,445


$
33,358Deferred tax expense


23,316



14,833



8,297Non-current tax expense


(17,596
)


5,946



3,565Income tax provision

$
47,441


$
47,224


$
45,220       For the Year EndedDecember 31,2009


2008


2007Income tax provision at federal statutory rate

$
41,939


$
41,666


$
39,634State and local income taxes, net of federal tax benefit


5,414



5,236



4,837Other, net


88



322



749Income tax provision

$
47,441


$
47,224


$
45,220     As of December 31,2009


2008Property and equipment

$
(81,112
)

$
(58,002
)Partnership interest


(8,334
)


(8,475
)Accrued rent expense


11,592



14,071Other comprehensive income


1,581



2,843Costs related to deferred revenue


(5,411
)


(7,965
)Other, net


5,155



6,911Net deferred tax liability

$
(76,529
)

$
(50,617
)  61




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LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
    For the Year Ended December 31,2009


2008


2007Unrecognized tax benefit  beginning balance

$
18,411


$
12,892


$
9,228Gross increases  tax positions in current period


235



9,041



4,329Settlements


(9
)






(161
)Prior year increases


7



419



Prior year decreases


(15,346
)


(523
)


Lapse of statute of limitations


(1,921
)


(3,418
)


(504
)Unrecognized tax benefit  ending balance

$
1,377


$
18,411


$
12,892           7.
    Offering
    of Capital Stock    8.
    Share-Based
    Compensation  Stock
    Option and Incentive Plans
   62




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
          For the Year Ended December 31,2009


2008


2007Share based compensation expense related to stock options

$
797


$
2,536


$
3,206Share based compensation expense related to restricted shares


7,191



4,796



4,410Share based compensation expense related to employee stock
    purchase program (ESPP)


94



124



130Total share based compensation expense

$
8,082


$
7,456


$
7,746  63




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
  Summary
    of Restricted Stock Activity
  Range ofRestricted


Market PriceShares


per ShareOutstanding


on Grant DateBalance  December 31, 2007


302,345


$
24.75-53.95Granted


434,180



14.31-35.77Canceled


(144,805
)


26.46-51.15Vested


(104,517
)


24.75-53.95Balance  December 31, 2008


487,203



14.31-53.95Granted


1,698,194



9.72-24.95Canceled


(67,552
)


9.72-51.15Vested


(151,173
)


9.72-53.95Balance  December 31, 2009


1,966,672


$
9.72-53.95     Special
    2009 Restricted Stock Grant
     64




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
  Summary
    of Stock Option Activity
  WeightedWeighted-


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicOptions

Shares


Price


Term (in years)


ValueOutstanding at December 31, 2006


1,724,599


$
20.15Granted


2,477



50.85Exercised


(487,075
)


17.34Canceled


(31,734
)


26.82Outstanding at December 31, 2007


1,208,267



21.17Granted






Exercised


(185,453
)


16.43Canceled


(41,885
)


30.87Outstanding at December 31, 2008


980,929



21.65Granted






Exercised


(166,950
)


14.80Canceled


(3,401
)


29.64Outstanding at December 31, 2009


810,578


$
22.93



4.8


$
3,669Vested or Expected to Vest at December 31, 2009


809,058


$
22.88



4.7


$
3,669Exercisable at December 31, 2009


795,963


$
22.49



4.7


$
3,669       December 31,2009(1)


2008(1)


2007Risk-free interest rate










4.7
%Expected dividend yield










Expected life in years(2)










5Volatility(2)










36.9
%     (1)
    
    No stock options were granted in 2009 or 2008.(2)
    
    The volatility and expected life assumptions presented are based
    on an average of the volatility assumptions reported by a peer
    group of publicly traded companies. 65




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
     Weighted Average


Weighted





WeightedRemaining


Average





AverageNumber


Contractual Life


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


(Years)


Price


Exercisable


Price$8.00 to $12.00


147,825



3.1


$
10.12



147,825


$
10.12$18.50 to $21.25


232,151



4.5



18.55



232,151



18.55$25.47 to $27.25


297,250



5.2



25.64



297,250



25.64$31.40 to $50.85


133,352



6.0



38.70



118,737



37.73$8.00 to $50.85


810,578



4.8


$
22.93



795,963


$
22.49     Employee
    Stock Purchase Plan and Related Share Repurchase Plan
      9.
    Operating
    Segments   66




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
    For the Year Ended December 31,2009


2008


2007Membership dues

$
564,605


$
508,927


$
434,138Enrollment fees


26,138



26,570



24,741Personal training


111,342



106,802



88,278Other in-center


121,492



111,396



93,937Other


13,424



15,926



14,692Total revenue

$
837,001


$
769,621


$
655,786   10.
    Commitments
    and Contingencies  Lease Commitments
  2010

$
40,2782011


40,4222012


39,5292013


38,8012014


39,661Thereafter


571,292Total minimum annual payments under all noncancelable operating
    leases

$
769,983     Sale-Leaseback Transactions 
   67




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
        Purchase Commitments
  Litigation
  401(k) Savings and Investment Plan
  Letters of Credit
   68




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
  Guarantee
  11.
    Related
    Party Transactions    month-to-month
    12.
    Executive
    Nonqualified Plan    and/or 401(k) and/or
 69




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##### Table of Contents



LIFE TIME
    FITNESS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (Table
    amounts in thousands, except share and per share data)
   13.
    Quarterly
    Financial Data (Unaudited)    2008


20091st


2nd


3rd


4th


1st


2nd


3rd


4thQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


QuarterTotal revenue

$
184,451


$
192,407


$
198,809


$
193,954


$
206,434


$
212,549


$
214,320


$
203,698Income from operations(1)


36,016



39,878



42,123



29,337



32,503



38,270



39,982



38,106Net income


17,404



19,828



21,574



13,015



15,114



18,260



20,633



18,377Earnings per share(2)Basic(3)

$
0.45


$
0.51


$
0.55


$
0.33


$
0.39


$
0.46


$
0.52


$
0.47Diluted(3)


0.44



0.50



0.55



0.33



0.38



0.46



0.51



0.46     (1)
    
    Total operating expenses in the fourth quarter of 2008 include
    expenses totaling $5.0 million associated with plans to
    slow the development of new centers. These expenses include
    severance costs,
    lower-of-cost-or-market
    adjustments in connection with assets held for sale and
    write-offs associated with land development cancelled in the
    fourth quarter of 2008.(2)
    
    See Note 2 for discussion on the computation of earnings
    per share.(3)
    
    The basic and diluted earnings per share by quarter include the
    impact of rounding within each quarter. 70




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           Internal Control  Integrated Framework
  DELOITTE &
    TOUCHE LLP
    71




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal
    Control  Integrated Framework Managements Annual Report on Internal Control Over
    Financial Reporting
        Internal Control  Integrated Framework
    DELOITTE &
    TOUCHE LLP
    72




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##### Table of Contents



Quarterly
    Results (Unaudited)
      2008


20091st


2nd


3rd


4th


1st


2nd


3rd


4thQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter(In thousands, except for number of centers and per share
    data)Total revenue

$
184,451


$
192,407


$
198,809


$
193,954


$
206,434


$
212,549


$
214,320


$
203,698Income from operations(1)


36,016



39,878



42,123



29,337



32,503



38,270



39,982



38,106Net income


17,404



19,828



21,574



13,015



15,114



18,260



20,633



18,377Earnings per shareBasic(2)

$
0.45


$
0.51


$
0.55


$
0.33


$
0.39


$
0.46


$
0.52


$
0.47Diluted(2)


0.44



0.50



0.55



0.33



0.38



0.46



0.51



0.46Net cash provided by (used in):Operating activities

$
49,322


$
56,338


$
37,852


$
39,554


$
49,660


$
48,624


$
40,267


$
47,652Investing activities


(104,056
)


(145,260
)


42,006



(98,685
)


(50,386
)


(40,428
)


(24,766
)


(27,705
)Financing activities


51,839



90,137



(76,413
)


62,841



473



(7,967
)


(18,169
)


(21,802
)EBITDA(3)

$
52,929


$
57,394


$
61,179


$
50,042


$
54,904


$
61,237


$
63,726


$
61,066Free cash flow(4)

$
(51,163
)

$
(78,754
)

$
(87,122
)

$
(63,232
)

$
760


$
5,799


$
15,139


$
17,873Annual attrition rate(5)


36.1
%


38.8
%


41.2
%


42.3
%


42.7
%


41.5
%


40.6
%


40.6
%Rent expense

$
5,121


$
5,460


$
6,723


$
10,071


$
9,996


$
10,084


$
10,064


$
10,097Centers open at end of quarter(6)


71



74



77



81



83



84



84



84     (1)
    
    Total operating expenses in the fourth quarter of 2008 include
    expenses totaling $5.0 million associated with plans to
    slow the development of new centers. These expenses include
    severance costs,
    lower-of-cost-or-market
    adjustments in connection with assets held for sale and
    write-offs associated with land development cancelled in the
    fourth quarter of 2008.(2)
    
    The basic and diluted earnings per share by quarter include the
    impact of rounding within each quarter.(3)
    
    EBITDA consists of net income plus interest expense, net,
    provision for income taxes and depreciation and amortization.
    This term, as we define it, may not be comparable to a similarly
    titled measure used by other companies and is not a measure of
    performance presented in accordance with GAAP. We use EBITDA as
    a measure of operating performance. EBITDA should not be
    considered as a substitute for net income, cash flows provided
    by operating activities, or other income or cash flow data
    prepared in accordance with GAAP. The funds depicted by EBITDA
    are not necessarily available for discretionary use if they are
    reserved for particular capital purposes, to maintain debt
    covenants, to service debt or to pay taxes. Additional details
    related to EBITDA are provided in Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Non-GAAP Financial Measures. 73




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##### Table of Contents



The following table provides a reconciliation of net income to
    EBITDA:  2008


20091st


2nd


3rd


4th


1st


2nd


3rd


4thQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter(In thousands, except for number of centers and per share
    data)Net income

$
17,404


$
19,828


$
21,574


$
13,015


$
15,114


$
18,260


$
20,633


$
18,377Interest expense, net


7,211



6,905



7,185



8,251



7,474



7,880



7,651



7,333Provision for income taxes


11,724



13,471



13,700



8,329



10,252



12,462



12,014



12,713Depreciation and amortization


16,590



17,190



18,720



20,447



22,064



22,635



23,428



22,643EBITDA

$
52,929


$
57,394


$
61,179


$
50,042


$
54,904


$
61,237


$
63,726


$
61,066   (4)
    
    Free cash flow is a non-GAAP measure consisting of net cash
    provided by operating activities, less purchases of property and
    equipment. This term, as we define it, may not be comparable to
    a similarly titled measure used by other companies and does not
    represent the total increase or decrease in the cash balance
    presented in accordance with GAAP. We use free cash flow as a
    measure of cash generated after spending on property and
    equipment. Free cash flow should not be considered as a
    substitute for net cash provided by operating activities
    prepared in accordance with GAAP. Additional details related to
    free cash flow are provided in Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Non-GAAP Financial Measures.    2008


20091st


2nd


3rd


4th


1st


2nd


3rd


4thQuarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter


Quarter(In thousands, except for number of centers and per share
    data)Net cash provided by operating activities

$
49,322


$
56,338


$
37,852


$
39,554


$
49,660


$
48,624


$
40,267


$
47,652Less: Purchases of property and equipment


(100,485
)


(135,092
)


(124,974
)


(102,786
)


(48,900
)


(42,825
)


(25,128
)


(29,779
)Free cash flow

$
(51,163
)

$
(78,754
)

$
(87,122
)

$
(63,232
)

$
760


$
5,799


$
15,139


$
17,873   (5)
    
    Annual attrition rate is calculated as follows: total
    terminations for the trailing 12 months (excluding frozen
    memberships) divided into the average beginning month membership
    balance for the trailing 12 months.(6)
    
    The data being presented includes the center owned by
    Bloomingdale LLC. 74




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Disclosure Controls and Procedures. Rules 13a-15(e) 15d-15(e)
  Managements Annual Report on Internal Control Over
    Financial Reporting.
  
    Pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    financial statements.        Changes in Internal Control Over Financial
    Reporting. Rule 13a-15(d) 15d-15(d)
 75




---



##### Table of Contents



Item 9B.
    Other
    Information.   PART III  Form 10-K Form 10-K.
  Item 10.
    Directors,
    Executive Officers and Corporate Governance.      Name

Age

PositionBahram Akradi


48


Chairman of the Board of Directors, President and Chief
    Executive OfficerMichael R. Robinson


50


Executive Vice President and Chief Financial OfficerEric J. Buss


43


Executive Vice President, General Counsel and SecretaryScott C. Lutz


51


Executive Vice President, Chief Marketing OfficerMark L. Zaebst


50


Executive Vice PresidentJeffrey G. Zwiefel


47


Executive Vice President   Bahram Akradi
  Michael R. Robinson
  Eric J. Buss
 76




---



##### Table of Contents



Scott C. Lutz
  Mark L. Zaebst day-to-day
  Jeffrey G. Zwiefel
  Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accountant Fees and Services.   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.  Documents filed as Part of this Annual Report on
    Form 10-K:
          77




---



##### Table of Contents



Exhibits:
  3
.1

Amended and Restated Articles of Incorporation of the Registrant.

Incorporated by reference to Exhibit 3.1 to the
    Registrants
    Form 8-K
    dated April 20, 2009 (File No. 001-32230).3
.2

Amended and Restated Bylaws of the Registrant.

Incorporated by reference to Exhibit 3.4 to Amendment
    No. 2 to the Registrants
    Form S-1
    (File No. 333-113764), filed with the Commission on
    May 21, 2004.4


Specimen of common stock certificate.

Incorporated by reference to Exhibit 4 to Amendment
    No. 4 to the Registrants Registration Statement of
    Form S-1
    (File No. 333-113764), filed with the Commission on
    June 23, 2004.10
.1#

LIFE TIME FITNESS, Inc. 1998 Stock Option Plan, as amended and
    restated.

Incorporated by reference to Exhibit 10.2 to the
    Registrants Registration Statement of
    Form S-1
    (File No. 333-113764), filed with the Commission on
    March 19, 2004.10
.2

Form of Promissory Note made in favor of Teachers Insurance and
    Annuity Association of America.

Incorporated by reference to Exhibit 10.16 to the
    Registrants Registration Statement of
    Form S-1
    (File No. 333-113764), filed with the Commission on
    March 19, 2004.10
.3

Schedule of terms to Form of Promissory Note made in favor of
    Teachers Insurance and Annuity Association of America.

Incorporated by reference to Exhibit 10.17 to the
    Registrants Registration Statement of
    Form S-1
    (File No. 333-113764), filed with the Commission on
    March 19, 2004.10
.4

Open-End Leasehold Mortgage, Assignment of Leases and Rents,
    Security Agreement and Fixtures Filing Statement made by LTF USA
    Real Estate, LLC for the benefit of Teachers Insurance and
    Annuity Association of America.

Incorporated by reference to Exhibit 10.18 to the
    Registrants Registration Statement of Form S-1 (File
    No. 333-113764), filed with the Commission on
    March 19, 2004.10
.5

Form of Mortgage, Assignment of Leases and Rents, Security
    Agreement and Fixture Filing Statement made for the benefit of
    Teachers Insurance and Annuity Association of America.

Incorporated by reference to Exhibit 10.19 to the
    Registrants Registration Statement of Form S-1 (File
    No. 333-113764), filed with the Commission on
    March 19, 2004.10
.6

Schedule of terms to Form of Mortgage, Assignment of Leases and
    Rents, Security Agreement and Fixture Filing Statement made for
    the benefit of Teachers Insurance and Annuity Association of
    America.

Incorporated by reference to Exhibit 10.20 to the
    Registrants Registration Statement of Form S-1 (File
    No. 333-113764), filed with the Commission on
    March 19, 2004.10
.7

Form of Second Mortgage, Assignment of Leases and Rents,
    Security Agreement and Fixture Filing Statement made for the
    benefit of Teachers Insurance and Annuity Association of America.

Incorporated by reference to Exhibit 10.21 to the
    Registrants Registration Statement of
    Form S-1
    (File No. 333-113764), filed with the Commission on
    March 19, 2004.10
.8

Schedule of terms to Form of Second Mortgage, Assignment of
    Leases and Rents, Security Agreement and Fixture Filing
    Statement made for the benefit of Teachers Insurance and Annuity
    Association of America.

Incorporated by reference to Exhibit 10.22 to the
    Registrants Registration Statement of Form S-1 (File No.
    333-113764), filed with the Commission on March 19, 2004. 78




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##### Table of Contents



10
.9

Lease Agreement dated as of September 30, 2003, by and
    between LT Fitness (DE) QRS
    15-53, Inc.,
    as landlord, and Life Time Fitness, Inc., as tenant.

Incorporated by reference to Exhibit 10.23 to the
    Registrants Registration Statement of Form S-1 (File No.
    333-113764), filed with the Commission on March 19, 2004.10
.10

Series A Stock Purchase Agreement dated May 7, 1996,
    including amendments thereto.

Incorporated by reference to Exhibit 10.25 to the
    Registrants Registration Statement of Form S-1 (File No.
    333-113764), filed with the Commission on March 19, 2004.10
.11

Series B Stock Purchase Agreement dated December 8,
    1998, including amendments thereto.

Incorporated by reference to Exhibit 10.26 to the
    Registrants Registration Statement of Form S-1 (File No.
    333-113764), filed with the Commission on March 19, 2004.10
.12

Series C Stock Purchase Agreement dated August 16,
    2000, including amendments thereto.

Incorporated by reference to Exhibit 10.27 to the
    Registrants Registration Statement of Form S-1 (File No.
    333-113764), filed with the Commission on March 19, 2004.10
.13

Series D Stock Purchase Agreement dated July 19, 2001,
    including amendments thereto.

Incorporated by reference to Exhibit 10.28 to the
    Registrants Registration Statement of Form S-1 (File No.
    333-113764), filed with the Commission on March 19, 2004.10
.14

Operating Agreement of Life Time, BSC Land, DuPage Health
    Services Fitness Center  Bloomingdale L.L.C. dated
    December 1, 1999 by and between the Registrant,
    Bloomingdale Sports Center Land Company and Central DuPage
    Health.

Incorporated by reference to Exhibit 10.29 to Amendment No. 2 to
    the Registrants Form S-1 (File No. 333-113764), filed with
    the Commission on May 21, 2004.10
.15#

Amended and Restated Life Time Fitness, Inc. 2004 Long-Term
    Incentive Plan (effective as of April 23, 2009).

Incorporated by reference to Appendix B to the Registrants
    proxy statement for its 2008 Annual Meeting of Shareholders
    (File No. 001-32230), filed with the Commission on March 9, 2009.10
.16#

Form of Executive Employment Agreement.

Incorporated by reference to Exhibit 10.17 to the
    Registrants Form10-K for the year ended December 31,
    2008 (File No. 001-32230).10
.17#

Form of Incentive Stock Option for 2004 Long-Term Incentive Plan.

Incorporated by reference to Exhibit 10.19 to the
    Registrants Form10-K for the year ended December 31,
    2006 (File No. 001-32230).10
.18#

Form of Non-Incentive Stock Option Agreement for 2004 Long-Term
    Incentive Plan.

Incorporated by reference to Exhibit 10.20 to the
    Registrants Form10-K for the year ended December 31,
    2006 (File No. 001-32230).10
.19#

2008 Key Executive Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.1 to the
    Registrants Form 8-K dated March 14, 2008 (File
    No. 001-32230).10
.20

Second Amended and Restated Credit Agreement, dated as of
    May 31, 2007, among the Company, U.S. Bank National
    Association, as administrative agent and lead arranger,
    J.P. Morgan Securities, Inc. and Royal Bank of Canada, as
    co-syndication agents, BMO Capital Markets, as documentation
    agent, and the banks party thereto from time to time.

Incorporated by reference to Exhibit 10.1 to the
    Registrants Form10-Q for the quarter ended June 30, 2007
    (File No. 001-32230).10
.21

Security Agreement, dated as of April 15, 2005, among the
    Company and U.S. Bank National Association, as administrative
    agent.

Incorporated by reference to Exhibit 10.2 to the
    Registrants Form 8-K dated April 15, 2005 (File
    No. 001-32230).10
.22#

Form of Restricted Stock Agreement (Employee) for 2004 Long-Term
    Incentive Plan.

Incorporated by reference to Exhibit 10.26 to the
    Registrants Form10-K for the year ended December 31,
    2006 (File No. 001-32230). 79




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10
.23#

Form of Restricted Stock Agreement (Non-Employee Director) for
    2004 Long-Term Incentive Plan.

Incorporated by reference to Exhibit 10.27 to the
    Registrants Form10-K for the year ended December 31,
    2006 (File No. 001-32230).10
.24

Lease Agreement with Well-Prop (Multi) LLC dated July 26,
    2006.

Incorporated by reference to Exhibit 10.1 to the
    Registrants Form 10-Q for the quarter ended
    September 30, 2006 (File No. 001-32230).10
.25

Guaranty and Suretyship Agreement with Well-Prop (Multi) LLC
    dated July 26, 2006.

Incorporated by reference to Exhibit 10.2 to the
    Registrants Form 10-Q for the quarter ended
    September 30, 2006 (File No. 001-32230).10
.26

Purchase and Sale Agreement with Well-Prop (Multi) LLC dated
    July 26, 2006.

Incorporated by reference to Exhibit 10.3 to the
    Registrants Form 10-Q for the quarter ended
    September 30, 2006 (File No. 001-32230).10
.27#

Form of 2006 Restricted Stock Agreement (Executive) for 2004
    Long-Term Incentive Plan with performance-based vesting
    component.

Incorporated by reference to Exhibit 10.31 to the
    Registrants Form 10-K for the year ended December 31,
    2006 (File No. 001-32230).10
.28#

Form of 2007 Restricted Stock Agreement (Executive) for 2004
    Long-Term Incentive Plan with performance-based vesting
    component.

Incorporated by reference to Exhibit 10.2 to the
    Registrants Form 8-K dated March 14, 2007 (File
    No. 001-32230).10
.29#

Executive Nonqualified Excess Plan.

Incorporated by reference to Exhibit 10.32 to the
    Registrants Form 10-K for the year ended December 31,
    2006 (File No. 001-32230).10
.30

Loan Agreement dated January 24, 2007 among LTF
    CMBS I, LLC, the Company and Goldman Sachs Commercial
    Mortgage Capital, L.P.

Incorporated by reference to Exhibit 10.1 to the
    Registrants Form 8-K dated January 24, 2007 (File
    No. 001-32230).10
.31

Lease Agreement dated January 24, 2007 among LTF
    CMBS I, LLC and LTF Club Operations Company, Inc.

Incorporated by reference to Exhibit 10.2 to the
    Registrants Form 8-K dated January 24, 2007 (File
    No. 001-32230).10
.32

Guaranty of the Loan Agreement dated January 24, 2007 for
    the benefit of Goldman Sachs Commercial Mortgage Capital, L.P.
    executed by the Company

Incorporated by reference to Exhibit 10.3 to the
    Registrants Form 8-K dated January 24, 2007 (File
    No. 001-32230).10
.33

Lease Guaranty dated January 24, 2007 for the benefit of
    LTF CMBS I, LLC executed by the Company.

Incorporated by reference to Exhibit 10.4 to the
    Registrants Form 8-K dated January 24, 2007 (File
    No. 001-32230).10
.34

Amendment No. 1 to Second Amended and Restated Credit
    Agreement, dated as of January 24, 2008, among the Company,
    U.S. Bank National Association, as administrative agent and lead
    arranger, J.P. Morgan Securities, Inc. and Royal Bank of
    Canada, as co-syndication agents, BMO Capital Markets, as
    documentation agent, and the banks party thereto from time to
    time.

Incorporated by reference to Exhibit 10.37 to the
    Registrants Form 10-K for the year ended December 31,
    2007 (File No. 001-32230).10
.35#

Form of 2008 Restricted Stock Agreement (Executive) for 2004
    Long-Term Incentive Plan with performance-based vesting
    component.

Incorporated by reference to Exhibit 10.2 to the
    Registrants Form 8-K dated March 14, 2008 (File
    No. 001-32230).10
.36#

Form of Restricted Stock Unit Agreement issued to Bahram Akradi

Incorporated by reference to Exhibit 10.3 to the
    Registrants Form 8-K dated March 14, 2008 (File
    No. 001-32230). 80




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10
.37#

Life Time Fitness, Inc. Executive Cash Bonus Plan.

Incorporated by reference to Appendix A to the Registrants
    proxy statement for its 2008 Annual Meeting of Shareholders
    (File No. 001-32230), filed with the Commission on March 6, 2008.10
.38

Indenture of Trust between LTF Real Estate VRDN I, LLC, as
    Borrower, and Manufacturers and Traders Trust Company, as
    Trustee for the LTF Real Estate VRDN I, LLC $34,235,000
    Variable Rate Demand Notes, Series 2008, dated as of
    June 1, 2008.

Incorporated by reference to Exhibit 10.4 to the
    Registrants Form 10-Q for the quarter ended June 30,
    2008 (File No. 001-32230).10
.39

Reimbursement Agreement among General Electric Capital
    Corporation, GE Government Finance, Inc., and LTF Real Estate
    VRDN I, LLC for the LTF Real Estate VRDN I, LLC
    $34,235,000 Variable Rate Demand Notes, Series 2008, dated
    as of June 1, 2008.

Incorporated by reference to Exhibit 10.5 to the
    Registrants Form 10-Q for the quarter ended June 30,
    2008 (File No. 001-32230).10
.40

Lease Agreement between LTF Real Estate VRDN I, LLC and LTF
    Club Operations Company, Inc. dated as of June 13, 2008
    (Chanhassen, MN  Headquarters).

Incorporated by reference to Exhibit 10.6 to the
    Registrants Form 10-Q for the quarter ended June 30,
    2008 (File No. 001-32230).10
.41

Lease Agreement between LTF Real Estate VRDN I, LLC and LTF
    Club Operations Company, Inc. dated as of June 13, 2008
    (Overland Park, KS).

Incorporated by reference to Exhibit 10.7 to the
    Registrants Form 10-Q for the quarter ended June 30,
    2008 (File No. 001-32230).10
.42

Lease Guaranty and Negative Pledge Agreement dated as of
    June 1, 2008 by Life Time Fitness, Inc. in favor of LTF
    Real Estate VRDN I, LLC.

Incorporated by reference to Exhibit 10.8 to the
    Registrants Form 10-Q for the quarter ended June 30,
    2008 (File No. 001-32230).10
.43

Mortgage, Security Agreement, Assignment of Leases and Rents and
    Fixture Filing dated as of June 1, 2008 by LTF Real Estate
    VRDN I, LLC in favor of General Electric Capital
    Corporation (Chanhassen, MN).

Incorporated by reference to Exhibit 10.9 to the
    Registrants Form 10-Q for the quarter ended June 30,
    2008 (File No. 001-32230).10
.44

Mortgage, Security Agreement, Assignment of Leases and Rents and
    Fixture Filing dated as of June 1, 2008 by LTF Real Estate
    VRDN I, LLC in favor of General Electric Capital
    Corporation (Overland Park, KS).

Incorporated by reference to Exhibit 10.10 to the
    Registrants Form 10-Q for the quarter ended June 30,
    2008 (File No. 001-32230).10
.45

Subordination, Attornment and Lessee-Lessor Estoppel Agreement
    dated as of June 1, 2008 by and among LTF Real Estate
    VRDN I, LLC, LTF Club Operations Company, Inc. and General
    Electric Capital Corporation (Chanhassen, MN).

Incorporated by reference to Exhibit 10.11 to the
    Registrants Form 10-Q for the quarter ended June 30,
    2008 (File No. 001-32230).10
.46

Subordination, Attornment and Lessee-Lessor Estoppel Agreement
    dated as of June 1, 2008 by and among LTF Real Estate
    VRDN I, LLC, LTF Club Operations Company, Inc. and General
    Electric Capital Corporation (Overland Park, KS).

Incorporated by reference to Exhibit 10.12 to the
    Registrants Form 10-Q for the quarter ended June 30,
    2008 (File No. 001-32230).10
.47

Purchase and Sale Agreement by and among Life Time Fitness, Inc.
    and LTF Real Estate Company, Inc., as Seller, and Senior Housing
    Properties Trust, as Purchaser, dated as of August 21, 2008.

Incorporated by reference to Exhibit 10.1 to the
    Registrants Form 10-Q for the quarter ended
    September 30, 2008 (File No. 001-32230).10
.48

Lease Agreement dated as of August 21, 2008 by and among
    SNH LTF Properties LLC, as Landlord, and LTF Real Estate
    Company, Inc., as Tenant

Incorporated by reference to Exhibit 10.2 to the
    Registrants Form 10-Q for the quarter ended
    September 30, 2008 (File No. 001-32230). 81




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##### Table of Contents



10
.49

Guaranty Agreement dated as of August 21, 2008 by Life Time
    Fitness, Inc. for the benefit of SNH LTF Properties LLC.

Incorporated by reference to Exhibit 10.3 to the
    Registrants Form 10-Q for the quarter ended
    September 30, 2008 (File No. 001-32230).10
.50

Lease Agreement between LT FIT (AZ-MD) LLC (an affiliate of W.P.
    Carey & Col, LLC), as Landlord, and LTF Real Estate
    Company, Inc., as Tenant dated September 26, 2008.

Incorporated by reference to Exhibit 10.4 to the
    Registrants Form 10-Q for the quarter ended
    September 30, 2008 (File No. 001-32230).10
.51

Guaranty and Suretyship Agreement dated as of September 26,
    2008 made by Life Time Fitness, Inc. to LT FIT (AZ-MD) LLC.

Incorporated by reference to Exhibit 10.5 to the
    Registrants Form 10-Q for the quarter ended
    September 30, 2008 (File No. 001-32230).10
.52

Form of Omnibus Amendment to Loan Documents with Teachers
    Insurance and Annuity Association of America dated
    November 10, 2008.

Incorporated by reference to Exhibit 10.53 to the
    Registrants Form 10-K for the year ended December 31,
    2008 (File No. 001-32230).10
.53#

Form of 2009 Restricted Stock Agreement (Executive) for 2004
    Long-Term Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the
    Registrants Form 10-Q for the quarter ended March 31,
    2009 (File No. 001-32230).10
.54#

Separation Agreement between Life Time Fitness, Inc. and Michael
    J. Gerend dated May 1, 2009.

Incorporated by reference to Exhibit 10.1 to the
    Registrants Form 8-K dated May 1, 2009 (File
    No. 001-32230).10
.55#

Form of Restricted Stock Agreement for 2004 Long-Term Incentive
    Plan granted June 11, 2009.

Incorporated by reference to Exhibit 10.1 to the
    Registrants Form 8-K dated June 11, 2009 (File
    No. 001-32230).21


Subsidiaries of the Registrant.

Filed Electronically.23


Consent of Deloitte & Touche LLP.

Filed Electronically.24


Powers of Attorney.

Filed Electronically.31
.1

Rule 13a-14(a)/15d-14(a)
    Certification by Principal Executive Officer.

Filed Electronically.31
.2

Rule 13a-14(a)/15d-14(a)
    Certification by Principal Financial Officer.

Filed Electronically.32


Section 1350 Certifications.

Filed Electronically.     #
    Management contract, compensatory plan or arrangement required
    to be filed as an exhibit to this Annual Report on
    Form 10-K. 82




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##### Table of Contents



SIGNATURES      By:
    /s/  Bahram
    Akradi  
  By:
    /s/  Michael
    R. Robinson   
  By:
    /s/  John
    M. Hugo   
    Signature

Title/s/  Giles
    H. Bateman*Giles
    H. Bateman

Director/s/  Jack
    W. Eugster *Jack
    W. Eugster

Director/s/  Guy
    C. Jackson*
    Guy C. Jackson

Director/s/  John
    K. Lloyd*John
    K. Lloyd

Director/s/  Martha
    A. Morfitt*Martha
    A. Morfitt

Director/s/  John
    B. Richards*John
    B. Richards

Director/s/  Joseph
    S. Vassalluzzo*Joseph
    S. Vassalluzzo

Director     *
    
    Michael R. Robinson, by signing his name hereto, does hereby
    sign this document on behalf of each of the above-named officers
    and/or directors of the Registrant pursuant to powers of
    attorney duly executed by such persons.  By
    /s/  Michael
    R. Robinson   Michael R. Robinson,
    Attorney-in-Fact
 83