8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 17, 2012

Life Time Fitness, Inc.

(Exact name of Registrant as specified in its charter)

Minnesota	001-32230	41-1689746
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2902 Corporate Place Chanhassen, Minnesota	55317
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (952) 947-0000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On July 19, 2012, Life Time Fitness, Inc. (the “Company”) reported its financial results for its fiscal quarter ended June 30, 2012. See the Company’s press release dated July 19, 2012, which is furnished as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.

The press release furnished as Exhibit 99.1 and certain information the Company intends to disclose on the conference call scheduled for 10:00 a.m. eastern time on July 19, 2012 include certain non-GAAP financial measures. The reconciliations of these measures to the most directly comparable GAAP financial measures are included in the press release. In addition to the information in the press release under the heading “Non-GAAP Financial Measures,” the Company provides the following additional information about the Company’s use of the non-GAAP financial measures presented in the press release and on the conference call.

EBITDA. The Company believes EBITDA is useful to an investor in evaluating the Company’s operating performance and liquidity because:

• it is a widely accepted financial indicator of a company’s ability to service its debt and the Company is required to comply with certain covenants and borrowing limitations that are based on variations of EBITDA in certain of the Company’s financing documents; and

• it is 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 the Company’s capital structure and the method by which assets were acquired.

The Company’s management uses EBITDA:

• as a measurement of operating performance because it assists the Company in comparing its performance on a consistent basis;

• in presentations to the members of the Company’s board of directors to enable the 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. The Company believes free cash flow is useful to an investor in understanding the Company’s cash flow generation because:

• free cash flow allows the Company to evaluate the cash generated by operations and the ability of its operations to fund investment items related to purchases of property and equipment, repay indebtedness, add to the Company’s 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.

The Company’s management uses free cash flow:

• to monitor cash available for repayment of indebtedness; and

• in discussion with the investment community.

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 17, 2012, the Board of Directors of the Company approved amendments to the Company’s Amended and Restated By-Laws designed to modernize the By-Laws and reflect amendments to the Minnesota Business Corporation Act.

The amendments include the following, among others: (i) providing the flexibility, but not the requirement, for the Company to hold “virtual” or “hybrid-virtual” shareholder meetings, (ii) requiring a shareholder who seeks to bring a director nominee or other item of business before a shareholder meeting to disclose additional information regarding the shareholder’s economic interests in the Company, (iii) confirming the ability of Board committees to create subcommittees, and (iv) permitting, but not requiring, the Board to delegate the power to appoint and remove certain corporate officers to the Chief Executive Officer.

The foregoing summary of the amendments to the Amended and Restated By-Laws is qualified in its entirety by reference to the Amended and Restated By-Laws filed as Exhibit 3.1 hereto and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

The following Exhibit is being filed herewith:

3.1 Amended and Restated By-Laws of Life Time Fitness, Inc.

The following Exhibit is being furnished herewith:

99.1 Press Release Announcing Second Quarter 2012 Financial Results dated July 19, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LIFE TIME FITNESS, INC.
Date: July 19, 2012	By:	/s/ Michael R. Robinson
		Michael R. Robinson
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

No.	Exhibit	Manner of Filing
3.1	Amended and Restated By-Laws of Life Time Fitness, Inc	Filed Electronically
99.1	Press Release Announcing Second Quarter 2012 Financial Results dated July 19, 2012.	Filed Electronically

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED BY-LAWS

OF

LIFE TIME FITNESS, INC.

TABLE OF CONTENTS

SHAREHOLDERS		1
Section 1.01	Place of Meetings	1
Section 1.02	Annual Meetings	1
Section 1.03	Special Meetings	1
Section 1.04	Meetings Held Upon Shareholder Demand	1
Section 1.05	Adjournments	1
Section 1.06	Notice of Meetings	2
Section 1.07	Waiver of Notice	2
Section 1.08	Voting Rights	2
Section 1.09	Proxies	2
Section 1.10	Quorum	3
Section 1.11	Acts of Shareholders	3
Section 1.12	Action Without a Meeting	3
Section 1.13	Nomination of Director Candidates	3
Section 1.14	Advance Notice of Shareholder Proposals	4
DIRECTORS		5
Section 2.01	Number; Qualifications	5
Section 2.02	Term	6
Section 2.03	Vacancies	6
Section 2.04	Place of Meetings	6
Section 2.05	Regular Meetings	6
Section 2.06	Special Meetings	6
Section 2.07	Waiver of Notice; Previously Scheduled Meetings	6
Section 2.08	Quorum	6
Section 2.09	Acts of Board	6
Section 2.10	Participation by Remote Communication	7
Section 2.11	Absent Directors	7
Section 2.12	Action Without a Meeting	7
Section 2.13	Committees	7
Section 2.14	Special Litigation Committee	8
Section 2.15	Compensation	8
OFFICERS		8
Section 3.01	Number and Designation	8
Section 3.02	Chief Executive Officer	8
Section 3.03	Chief Financial Officer	8
Section 3.04	President	8
Section 3.05	Vice Presidents	8
Section 3.06	Secretary	9
Section 3.07	Treasurer	9
Section 3.08	Authority and Duties	9
Section 3.09	Term	9
Section 3.10	Salaries	9

INDEMNIFICATION		9
Section 4.01	Indemnification	9
Section 4.02	Insurance	9
SHARES		10
Section 5.01	Certificated and Uncertificated Shares	10
Section 5.02	Declaration of Dividends and Other Distributions	10
Section 5.03	Transfer of Shares	10
Section 5.04	Record Date	10
MISCELLANEOUS		10
Section 6.01	Execution of Instruments	10
Section 6.02	Advances	11
Section 6.03	Corporate Seal	11
Section 6.04	Fiscal Year	11
Section 6.05	Amendments	11

This Table of Contents is not part of the By-Laws of the Corporation. It is intended merely to aid in the utilization of the By-Laws.

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AMENDED AND RESTATED BY-LAWS

OF

LIFE TIME FITNESS, INC.

SHAREHOLDERS

Section 1.01 Place of Meetings. Each meeting of the shareholders shall be held at the principal executive office of the Corporation or at such other place as may be designated by the Board of Directors or the Chief Executive Officer. But any meeting called by or at the demand of a shareholder or shareholders shall be held in the county where the principal executive office of the Corporation is located. The Board of Directors may determine that shareholders not physically present in person or by proxy at a shareholder meeting may, by means of remote communication, participate in a shareholder meeting held at a designated place. The Board of Directors also may determine that a meeting of the shareholders shall not be held at a physical place, but instead solely by means of remote communication. Participation by remote communication constitutes presence at the meeting.

Section 1.02 Annual Meetings. Regular meetings of the shareholders may be held on an annual or other less frequent basis as determined by the Board of Directors; provided, however, that if an annual meeting has not been held during the immediately preceding 15 months, a shareholder or shareholders holding 3% or more of the voting power of all shares entitled to vote may demand an annual meeting of shareholders by written demand given to the Chief Executive Officer or Chief Financial Officer of the Corporation. At each annual meeting the shareholders shall elect qualified successors for directors who serve for an indefinite term or whose terms have expired or are due to expire within six months after the date of the meeting, subject to the provisions of Section 1.13, and may transact any other business, provided, however, that no business with respect to which special notice is required by law shall be transacted unless such notice shall have been given.

Section 1.03 Special Meetings. A special meeting of the shareholders may be called for any purpose or purposes at any time by the Chief Executive Officer; by the Chief Financial Officer; by the Board of Directors or any two or more members thereof; or by one or more shareholders holding not less than ten percent of the voting power of all shares of the Corporation entitled to vote (except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the Board for that purpose, must be called by shareholders holding not less than 25% of the voting power of all shares of the Corporation entitled to vote), who shall demand such special meeting by written notice given to the Chief Executive Officer or the Chief Financial Officer of the Corporation specifying the purposes of such meeting.

Section 1.04 Meetings Held Upon Shareholder Demand. Within 30 days after receipt of a demand by the Chief Executive Officer or the Chief Financial Officer from any shareholder or shareholders entitled to call a meeting of the shareholders, it shall be the duty of the Board of Directors of the Corporation to cause a special or annual meeting of shareholders, as the case may be, to be duly called and held on notice no later than 90 days after receipt of such demand. If the Board fails to cause such a meeting to be called and held as required by this Section, the shareholder or shareholders making the demand may call the meeting by giving notice as provided in Section 1.06 hereof at the expense of the Corporation.

Section 1.05 Adjournments. Any meeting of the shareholders may be adjourned from time to time to another date, time and place. If any meeting of the shareholders is so adjourned, no notice as to such adjourned meeting need be given if the adjourned meeting is to be held not more than 120 days after the date fixed for the original meeting and the date, time and place at which the meeting will be reconvened are announced at the time of adjournment.

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Section 1.06 Notice of Meetings. Unless otherwise required by law, written notice of each meeting of the shareholders, stating the date, time, and place and, in the case of a special meeting, the purpose or purposes, shall be given at least 10 days and not more than 60 days before the meeting to every holder of shares entitled to vote at such meeting except as specified in Section 1.05 or as otherwise permitted by law. Notice may be given to a shareholder by means of electronic communication if the requirements of Minnesota Statutes Section 302A.436, Subdivision 5, as amended from time to time, are met. Notice to a shareholder is also effectively given if the notice is addressed to the shareholder or a group of shareholders in a manner permitted by the rules and regulations under the Securities Exchange Act of 1934, so long as the Corporation has first received the written or implied consent required by those rules and regulations. The business transacted at a special meeting of shareholders is limited to the purposes stated in the notice of the meeting.

Section 1.07 Waiver of Notice. A shareholder may waive notice of the date, time, place, or purpose of a meeting of shareholders. A waiver of notice by a shareholder entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, by authenticated electronic communication, or by attendance. Attendance by a shareholder at a meeting, including attendance by means of remote communication, is a waiver of notice of that meeting, unless the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.

Section 1.08 Voting Rights. Subdivision 1. A shareholder shall have one vote for each share held which is entitled to vote. Except as otherwise required by law, a holder of shares entitled to vote may vote any portion of the shares in any way the shareholder chooses. If a shareholder votes without designating the proportion or number of shares voted in a particular way, the shareholder is deemed to have voted all of the shares in that way.

Subdivision 2. The Board of Directors may fix, or authorize an officer to fix, a date not more than 60 days before the date of a meeting of shareholders as the date for the determination of the holders of shares entitled to notice of and entitled to vote at the meeting.

When a date is so fixed, only shareholders on that date are entitled to notice of and permitted to vote at that meeting of shareholders.

Section 1.09 Proxies. A shareholder may cast or authorize the casting of a vote by (a) filing a written appointment of a proxy, signed by the shareholder, with an officer of the Corporation at or before the meeting at which the appointment is to be effective, or (b) by telephonic transmission or authenticated electronic communication, whether or not accompanied by written instructions of the shareholder, of an appointment of a proxy with the Corporation or the Corporation’s duly authorized agent at or before the meeting at which the appointment is to be effective. The telephonic transmission or authenticated electronic communication must set forth or be submitted with information from which it can be determined that the appointment was authorized by the shareholder. Any copy, facsimile telecommunication, or other reproduction of the original of either the writing or transmission may be used in lieu of the original, provided that it is a complete and legible reproduction of the entire original.

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Section 1.10 Quorum. The holders of a majority of the voting power of the shares entitled to vote at a shareholders meeting are a quorum for the transaction of business. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of the shareholders originally present leaves less than the proportion or number otherwise required for a quorum.

Section 1.11 Acts of Shareholders. Subdivision 1. Except as otherwise required by law or specified in the Articles of Incorporation of the Corporation, the shareholders shall take action by the affirmative vote of the holders of the greater of (a) a majority of the voting power of the shares present and entitled to vote on that item of business or (b) a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at a duly held meeting of shareholders.

Subdivision 2. A shareholder voting by proxy authorized to vote on less than all items of business considered at the meeting shall be considered to be present and entitled to vote only with respect to those items of business for which the proxy has authority to vote. A proxy who is given authority by a shareholder who abstains with respect to an item of business shall be considered to have authority to vote on that item of business.

Section 1.12 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the Corporation may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders entitled to vote on that action. The written action is effective when it has been signed, or consented to by authenticated electronic communication, by all of those shareholders, unless a different effective time is provided in the written action.

Section 1.13 Nomination of Director Candidates. Only persons who are nominated in accordance with this Section 1.13 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of shareholders (i) by or at the direction of the Board of Directors, or (ii) by any shareholder of the Corporation who (A) was a shareholder of record at the time of giving the notice required by this Section 1.13, (B) is a shareholder of record at the time of the meeting, (C) is entitled to vote for the election of directors at the meeting, and (D) complies with the procedures set forth in this Section 1.13.

Subdivision 1. Timing of Notice. Nominations by shareholders shall be made pursuant to timely notice in writing to the secretary of the Corporation. To be timely, a shareholder’s notice of nominations to be made at an annual meeting of shareholders must be delivered to the secretary of the Corporation, or mailed and received at the principal executive office of the Corporation, not less than 90 days before the first anniversary of the date of the preceding year’s annual meeting of shareholders. If, however, the date of the annual meeting of shareholders is more than 30 days before or after such anniversary date, notice by a shareholder shall be timely only if so delivered or so mailed and received not less than 90 days before such annual meeting or, if later, within 10 days after the first public announcement of the date of such annual meeting. If a special meeting of shareholders of the Corporation is called in accordance with Section 1.03 for the purpose of electing one or more directors to the Board of Directors, for a shareholder’s notice of nominations to be timely it must be delivered to the secretary of the Corporation, or mailed and received at the principal executive office of the Corporation, not less than 90 days before the meeting or, if later, within 10 days after the first public announcement of the date of the meeting. Except to the extent otherwise required by law, the adjournment of an annual or special meeting of shareholders shall not commence a new time period for the giving of a shareholder’s notice as described above.

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Subdivision 2. Content of Notice. A shareholder’s notice to the Corporation of nominations for an annual or special meeting of shareholders shall set forth (A) as to each person whom the shareholder proposes to nominate for election or re-election as a director: (i) such person’s name, (ii) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or that is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and (B) as to the shareholder giving the notice: (i) the name and address, as they appear on the Corporation’s books, of such shareholder and of any beneficial owner on whose behalf the nomination is made, (ii) (a) the class or series (if any) and number of shares of the Corporation that are beneficially owned by the shareholder or any such beneficial owner, (b) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) owned beneficially by such shareholder or any such beneficial owner and any other opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (c) any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder or any such beneficial owner has a right to vote any shares of the Corporation, (d) any short interest in any security of the Corporation (for purposes of these By-Laws, a person shall be deemed to have a “short interest” in a security if such person has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (e) any rights to dividends on the shares of the Corporation owned beneficially by such shareholder or any such beneficial owner that are separated or separable from the underlying shares of the Corporation, (f) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder or any such beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, and (g) any performance-related fees (other than an asset-based fee) that such shareholder or any such beneficial owner is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such shareholder’s immediate family sharing the same household (which information shall be supplemented by such shareholder not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (iii) a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice.

Subdivision 3. Consequences of Failure to Give Timely Notice. The officer of the Corporation chairing the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed in this Section and, if such officer should so determine, such officer shall so declare to the meeting, and the defective nomination shall be disregarded.

Subdivision 4. Public Announcement. For purposes of this Section and Section 1.14, “public announcement” means disclosure (i) when made in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service, (ii) when contained in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act, or (iii) when given as the notice of the meeting pursuant to Section 1.06.

Section 1.14 Advance Notice of Shareholder Proposals. As provided in Section 1.03, the business conducted at any special meeting of shareholders of the Corporation shall be limited to the purposes stated in the notice of the special meeting pursuant to Section 1.06. At any annual meeting of shareholders of the Corporation, only such business (other than the nomination and election of directors, which shall be subject to Section 1.13) may be conducted as shall be appropriate for consideration at the

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meeting of shareholders and as shall have been brought before the meeting (i) by or at the direction of the Board of Directors, or (ii) by any shareholder of the Corporation entitled to vote at the meeting who (A) was a shareholder of record at the time of giving the notice required by this Section 1.14, (B) is a shareholder of record at the time of the meeting, (C) is entitled to vote at the meeting, and (D) complies with the procedures set forth in this Section 1.14.

Subdivision 1. Timing of Notice. For such business to be properly brought before any annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a shareholder’s notice of any such business to be conducted at an annual meeting must be delivered to the secretary of the Corporation, or mailed and received at the principal executive office of the Corporation, not less than 90 days before the first anniversary of the date of the preceding year’s annual meeting of shareholders. If, however, the date of the annual meeting of shareholders is more than 30 days before or after such anniversary date, notice by a shareholder shall be timely only if so delivered or so mailed and received not less than 90 days before such annual meeting or, if later, within 10 days after the first public announcement of the date of such annual meeting. Except to the extent otherwise required by law, the adjournment of an annual meeting of shareholders shall not commence a new time period for the giving of a shareholder’s notice as required above.

Subdivision 2. Content of Notice. A shareholder’s notice to the Corporation shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business, (iii) the information called for by Section 1.13, Subdivision 2(B)(ii), (iv) any material interest of the shareholder in such business, and (v) a representation that the shareholder intends to appear in person or by proxy at the meeting to make the proposal.

Subdivision 3. Consequences of Failure to Give Timely Notice. The officer of the Corporation chairing the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the procedures described in this Section and, if such officer should so determine, such officer shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted. Nothing in this Section shall be deemed to preclude discussion by any shareholder of any business properly brought before the meeting in accordance with these By-Laws.

Subdivision 4. Compliance with Law. Notwithstanding the foregoing provisions of this Section, a shareholder shall also comply with all applicable requirements of Minnesota law and the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section.

Subdivision 5. This Section 1.14 does not apply to any shareholder proposal made pursuant to Rule 14a-8 promulgated under the Exchange Act. The requirements, procedures, and notice deadlines of Rule 14a-8 shall govern any proposal made pursuant thereto.

DIRECTORS

Section 2.01 Number; Qualifications. Except as authorized by the shareholders pursuant to a shareholder control agreement or unanimous affirmative vote, the business and affairs of the Corporation shall be managed by or under the direction of a Board of one or more directors. Directors shall be natural persons. The number of directors to constitute the Board shall be determined from time to time by resolution of the Board. Directors need not be shareholders.

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Section 2.02 Term. Each director shall serve for an indefinite term that expires at the next annual meeting of the shareholders. A director shall hold office until a successor is elected and has qualified or until the earlier death, resignation, removal or disqualification of the director.

Section 2.03 Vacancies. Vacancies on the Board of Directors resulting from the death, resignation, removal or disqualification of a director may be filled by the affirmative vote of a majority of the remaining members of the Board, though less than a quorum. Vacancies on the Board resulting from newly created directorships may be filled by the affirmative vote of a majority of the directors serving at the time such directorships are created. Each person elected to fill a vacancy shall hold office until a qualified successor is elected by the shareholders at the next annual meeting or at any special meeting duly called for that purpose.

Section 2.04 Place of Meetings. Each meeting of the Board of Directors shall be held at the principal executive office of the Corporation or at such other place as may be designated from time to time by a majority of the members of the Board or by the Chief Executive Officer. The Board of Directors may determine that a meeting of the Board not be held at a physical place, but instead solely by means of remote communication through which the directors may participate with each other during the meeting.

Section 2.05 Regular Meetings. Regular meetings of the Board of Directors for the election of officers and the transaction of any other business shall be held without notice at the place of and immediately after each annual meeting of the shareholders.

Section 2.06 Special Meetings. A special meeting of the Board of Directors may be called for any purpose or purposes at any time by any member of the Board by giving not less than two days’ notice to all directors of the date, time and place of the meeting, provided that when notice is mailed, at least four days’ notice shall be given. The notice need not state the purpose of the meeting.

Section 2.07 Waiver of Notice; Previously Scheduled Meetings. Subdivision 1. A director of the Corporation may waive notice of the date, time and place of a meeting of the Board. A waiver of notice by a director entitled to notice is effective whether given before, at or after the meeting, and whether given in writing, orally, by authenticated electronic communication, or by attendance. Attendance by a director at a meeting is a waiver of notice of that meeting, unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and thereafter does not participate in the meeting.

Subdivision 2. If the day or date, time and place of a Board meeting have been provided herein or announced at a previous meeting of the Board, no notice is required. Notice of an adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken of the date, time and place at which the meeting will be reconvened.

Section 2.08 Quorum. The presence of a majority of the directors currently holding office shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time without further notice until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of the directors originally present leaves less than the proportion or number otherwise required for a quorum.

Section 2.09 Acts of Board. Except as otherwise required by law or specified in the Articles of Incorporation of the Corporation, the Board shall take action by the affirmative vote of the greater of (a) a majority of the directors present at a duly held meeting at the time the action is taken or (b) a majority of the minimum proportion or number of directors that would constitute a quorum for the transaction of business at the meeting.

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Section 2.10 Participation by Remote Communication. A director may participate in a Board meeting by conference telephone, or, if authorized by the Board, by any other means of remote communication through which the director, other directors so participating, and all directors physically present at the meeting may participate with each other during the meeting. A director so participating is deemed present at the meeting.

Section 2.11 Absent Directors. A director of the Corporation may give advance written consent or opposition to a proposal to be acted on at a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as the vote of a director present at the meeting in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

Section 2.12 Action Without a Meeting. An action required or permitted to be taken at a Board meeting may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the directors. Any action, other than an action requiring shareholder approval, if the Articles of Incorporation so provide, may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the Board at which all directors were present. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of directors, unless a different effective time is provided in the written action. When written action is permitted to be taken by less than all directors, all directors shall be notified immediately of its text and effective date.

Section 2.13 Committees. Subdivision 1. A resolution approved by the affirmative vote of a majority of the Board may establish committees having the authority of the Board in the management of the business of the Corporation only to the extent provided in the resolution. Committees shall be subject at all times to the direction and control of the Board, except for special litigation committees established under Section 2.14.

Subdivision 2. A committee shall consist of one or more natural persons, who need not be directors, appointed by affirmative vote of a majority of the directors present at a duly held Board meeting.

Subdivision 3. Section 2.04 and Sections 2.06 to 2.12 hereof shall apply to committees and members of committees to the same extent as those sections apply to the Board and directors.

Subdivision 4. Minutes, if any, of committee meetings shall be made available upon request to members of the committee and to any director.

Subdivision 5. Unless otherwise provided in the Articles of Incorporation or the resolution of the Board establishing the committee, a committee may create one or more subcommittees, each consisting of one or more members of the committee, and may delegate to a subcommittee any or all of the authority of the committee. In these By-Laws, unless the language or context clearly indicates that a different meaning is intended, any reference to a committee is deemed to include a subcommittee, and any reference to a committee member is deemed to include a subcommittee member.

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Section 2.14 Special Litigation Committee. The Board may establish a committee composed of one or more independent directors or other independent persons to consider legal rights or remedies of the Corporation and whether those rights and remedies should be pursued.

Section 2.15 Compensation. The Board may fix the compensation, if any, of directors.

OFFICERS

Section 3.01 Number and Designation. The Corporation shall have one or more natural persons exercising the functions of the offices of Chief Executive Officer and Chief Financial Officer. The Board of Directors may elect or appoint such other officers or agents as it deems necessary for the operation and management of the Corporation, with such powers, rights, duties and responsibilities as may be determined by the Board, including, without limitation, a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall have the powers, rights, duties and responsibilities set forth in these By-Laws unless otherwise determined by the Board. Any of the offices or functions of those offices may be held by the same person. The Board may grant to the Chief Executive Officer the authority to appoint and designate any officer, other than the Chief Financial Officer.

Section 3.02 Chief Executive Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Executive Officer (a) shall have general active management of the business of the Corporation; (b) shall, when present, preside at all meetings of the shareholders and Board; (c) shall see that all orders and resolutions of the Board are carried into effect; (d) may maintain records of and certify proceedings of the Board and shareholders; and (e) shall perform such other duties as may from time to time be assigned by the Board.

Section 3.03 Chief Financial Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Financial Officer (a) shall keep accurate financial records for the Corporation; (b) shall deposit all monies, drafts and checks in the name of and to the credit of the Corporation in such banks and depositories as the Board shall designate from time to time; (c) shall endorse for deposit all notes, checks and drafts received by the Corporation as ordered by the Board, making proper vouchers therefor; (d) shall disburse corporate funds and issue checks and drafts in the name of the Corporation, as ordered by the Board; (e) shall render to the Chief Executive Officer and the Board, whenever requested, an account of all of such officer’s transactions as Chief Financial Officer and of the financial condition of the Corporation; and (f) shall perform such other duties as may be prescribed by the Board or the Chief Executive Officer from time to time.

Section 3.04 President. Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. If an officer other than the President is designated Chief Executive Officer, the President shall perform such duties as may from time to time be assigned by the Board.

Section 3.05 Vice Presidents. Any one or more Vice Presidents, if any, may be designated by the Board of Directors as Executive Vice Presidents or Senior Vice Presidents. During the absence or disability of the President, it shall be the duty of the highest ranking Executive Vice President, and, in the absence of any such Vice President, it shall be the duty of the highest ranking Senior Vice President or other Vice President, who shall be present at the time and able to act, to perform the duties of the President. The determination of who is the highest ranking of two or more persons holding the same office shall, in the absence of specific designation of order of rank by the Board, be made on the basis of the earliest date of appointment or election, or, in the event of simultaneous appointment or election, on the basis of the longest continuous employment by the Corporation.

8

Section 3.06 Secretary. The Secretary, unless otherwise determined by the Board of Directors, shall attend all meetings of the shareholders and all meetings of the Board, shall record or cause to be recorded all proceedings thereof in a book to be kept for that purpose, and may certify such proceedings. Except as otherwise required or permitted by law or by these By-Laws, the Secretary shall give or cause to be given notice of all meetings of the shareholders and all meetings of the Board.

Section 3.07 Treasurer. Unless otherwise determined by the Board of Directors, the Treasurer shall be the Chief Financial Officer of the Corporation. If an officer other than the Treasurer is designated Chief Financial Officer, the Treasurer shall perform such duties as may from time to time be assigned by the Board.

Section 3.08 Authority and Duties. In addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board of Directors. Unless prohibited by a resolution approved by the affirmative vote of a majority of the directors present, an officer elected or appointed by the Board may, without the approval of the Board, delegate some or all of the duties and powers of an office to other persons.

Section 3.09 Term. Subdivision 1. All officers of the Corporation shall hold office until their respective successors are chosen and have qualified or until their earlier death, resignation or removal.

Subdivision 2. An officer may resign at any time by giving written notice to the Corporation. The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective date is specified in the notice.

Subdivision 3. An officer may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present at a duly held Board meeting. An officer appointed by the Chief Executive Officer also may be removed at any time, with or without cause, by the Chief Executive Officer.

Subdivision 4. A vacancy in an office because of death, resignation, removal, disqualification or other cause may, or in the case of a vacancy in the office of Chief Executive Officer or Chief Financial Officer shall, be filled for the unexpired portion of the term by the Board.

Section 3.10 Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors or by the Chief Executive Officer if authorized by the Board.

INDEMNIFICATION

Section 4.01 Indemnification. The Corporation shall indemnify its officers and directors for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by Minnesota Statutes, Section 302A.521, as amended from time to time, or as required or permitted by other provisions of law.

Section 4.02 Insurance. The Corporation may purchase and maintain insurance on behalf of any person in such person’s official capacity against any liability asserted against and incurred by such person in or arising from that capacity, whether or not the Corporation would otherwise be required to indemnify the person against the liability.

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SHARES

Section 5.01 Certificated and Uncertificated Shares. Subdivision 1. The shares of the Corporation shall be either certificated shares or uncertificated shares. Each holder of duly issued certificated shares is entitled to a certificate of shares.

Subdivision 2. Each certificate of shares of the Corporation shall bear the corporate seal, if any, and shall be signed by the Chief Executive Officer, or the President or any Vice President, and the Chief Financial Officer, or the Secretary or any Assistant Secretary, but when a certificate is signed by a transfer agent or a registrar, the signature of any such officer and the corporate seal upon such certificate may be facsimiles, engraved or printed. If a person signs or has a facsimile signature placed upon a certificate while an officer, transfer agent or registrar of the Corporation, the certificate may be issued by the Corporation, even if the person has ceased to serve in that capacity before the certificate is issued, with the same effect as if the person had that capacity at the date of its issue.

Subdivision 3. A certificate representing shares issued by the Corporation shall, if the Corporation is authorized to issue shares of more than one class or series, set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, so far as they have been determined, and the authority of the Board to determine the relative rights and preferences of subsequent classes or series.

Subdivision 4. The Corporation may determine that some or all of any or all classes and series of the shares of the Corporation will be uncertificated shares. Any such determination shall not apply to shares represented by a certificate until the certificate is surrendered to the Corporation.

Section 5.02 Declaration of Dividends and Other Distributions. The Board of Directors shall have the authority to declare dividends and other distributions upon the shares of the Corporation to the extent permitted by law.

Section 5.03 Transfer of Shares. Shares of the Corporation may be transferred only on the books of the Corporation by the holder thereof, in person or by such person’s attorney. In the case of certificated shares, shares shall be transferred only upon surrender and cancellation of certificates for a like number of shares. The Board of Directors, however, may appoint one or more transfer agents and registrars to maintain the share records of the Corporation and to effect transfers of shares.

Section 5.04 Record Date. The Board of Directors may fix a time, not exceeding 60 days preceding the date fixed for the payment of any dividend or other distribution, as a record date for the determination of the shareholders entitled to receive payment of such dividend or other distribution, and in such case only shareholders of record on the date so fixed shall be entitled to receive payment of such dividend or other distribution, notwithstanding any transfer of any shares on the books of the Corporation after any record date so fixed.

MISCELLANEOUS

Section 6.01 Execution of Instruments. Subdivision 1. All deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of the Corporation shall be signed on behalf of the Corporation by the Chief Executive Officer, or the President, or any Vice President, or the Secretary, or by such other person or persons as may be designated from time to time by the Board of Directors.

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Subdivision 2. If a document must be executed by persons holding different offices or functions and one person holds such offices or exercises such functions, that person may execute the document in more than one capacity if the document indicates each such capacity.

Section 6.02 Advances. The Corporation may, without a vote of the directors, advance money to its directors, officers or employees to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance.

Section 6.03 Corporate Seal. The Corporation shall have no seal.

Section 6.04 Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.05 Amendments. The Board of Directors shall have the power to adopt, amend or repeal the By-Laws of the Corporation, subject to the power of the shareholders to change or repeal the same, provided, however, that the Board shall not adopt, amend or repeal any By-Law fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the Board, or fixing the number of directors or their classifications, qualifications or terms of office, but may adopt or amend a By-Law that increases the number of directors.

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EX-99.1

Exhibit 99.1

Investor Contact: John Heller – 952-229-7427 or ir@lifetimefitness.com

Media Contact: Jason Thunstrom – 952-229-7435 or pr@lifetimefitness.com

FOR IMMEDIATE RELEASE

LIFE TIME FITNESS ANNOUNCES SECOND QUARTER 2012 FINANCIAL RESULTS

Revenue Grew 12.3%, Net Income Grew 21.4% and Diluted EPS was $0.73, up 18.6%

CHANHASSEN, Minn. (July 19, 2012) – Life Time Fitness, Inc. (NYSE: LTM), The Healthy Way of Life Company, today reported its financial results for the second quarter ended June 30, 2012.

Second quarter 2012 revenue grew 12.3% to $288.3 million from $256.7 million during the same period last year. Total revenue for the first six months of 2012 grew 11.9% to $556.8 million from $497.3 million during the same period last year.

Net income for the quarter was $30.3 million, or $0.73 per diluted share, compared to net income of $24.9 million, or $0.61 per diluted share, for 2Q 2011. Net income for the first six months of 2012 was $56.0 million, or $1.34 per diluted share, compared to net income of $45.8 million, or $1.12 per diluted share, for the prior-year period.

“I am pleased with our second quarter operating results, which included strong top-line and in-center revenue expansion, and net income growth,” said Bahram Akradi, chairman, president and chief executive officer. “Our results also reflect the ongoing progress we’ve made in driving our member experience and connectivity objectives. Our focus remains on growing our Healthy Way of Life Company and brand by providing our members and customers with programs and services – both inside and outside of our centers – that help them achieve their goals. Our business model is strong and the investments we are making further position Life Time for long-term growth and success.”

During the quarter, Life Time opened new centers in Tulsa and Atlanta, marking its first and sixth locations in Oklahoma and Georgia, respectively. The Company also continued the integration, remodeling and rebranding activities associated with the acquired Lifestyle Family Fitness facilities in Indiana, Ohio and North Carolina. Life Time now operates 105 centers in the United States and Canada.

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Life Time Fitness Second Quarter 2012 Results – Page 2

Three and Six Months Ended June 30, 2012, Financial Highlights:

Total revenue for the second quarter grew 12.3% to $288.3 million from $256.7 million in 2Q 2011. Total revenue for the first six months of 2012 grew 11.9% to $556.8 million from $497.3 million during the same period last year.

(Period-over-period growth)	2Q 2012 vs. 2Q 2011 (in millions except revenue per membership data)
•      Membership dues	$184.9 vs. $167.0 (up 10.7%)
•      In-center revenue	$90.1 vs. $80.3 (up 12.2%)
•      Other revenue	$9.4 vs. $4.7 (up 99.4%)
•      Average center revenue per membership (up 5.4% to $410 excluding the Lifestyle Family Fitness transaction)	$400 vs. $389 (up 3.0%)
•      Average in-center revenue per membership (up 7.4% to $133 excluding the Lifestyle Family Fitness transaction)	$129 vs. $124 (up 4.4%)
•      Same-center revenue (open 13 months or longer)	Up 4.2%
•      Same-center revenue (open 37 months or longer)	Up 3.6%

(Period-over-period growth)	YTD 2012 vs. YTD 2011 (in millions except revenue per membership data)
•      Membership dues	$360.4 vs. $325.0 (up 10.9%)
•      In-center revenue	$174.7 vs. $154.0 (up 13.5%)
•      Other revenue	$13.8 vs. $8.4 (up 63.2%)
•      Average center revenue per membership (up 4.5% to $802 excluding the Lifestyle Family Fitness transaction)	$786 vs. $768 (up 2.4%)
•      Average in-center revenue per membership (up 7.2% to $259 excluding the Lifestyle Family Fitness transaction)	$253 vs. $242 (up 4.6%)
•      Same-center revenue (open 13 months or longer)	Up 4.8%
•      Same-center revenue (open 37 months or longer)	Up 4.3%

Memberships grew 6.7% to 708,585 at June 30, 2012, from 664,307 at June 30, 2011.

• Excluding memberships acquired in connection with the Lifestyle Family Fitness transaction, memberships grew 2.8%.

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Life Time Fitness Second Quarter 2012 Results – Page 3

• Attrition in 2Q 2012 was 8.6% compared to 8.1% in the prior-year period. Excluding the Lifestyle Family Fitness transaction, 2Q 2012 attrition was 8.2%. The increase in attrition was driven primarily by the impact of this transaction and pricing actions taken in late 2011/early 2012.

• Attrition for the trailing 12-month period ended June 30, 2012, was 36.0% compared to trailing 12-month attrition of 35.8% at June 30, 2011. Excluding the impact of the Lifestyle Family Fitness transaction, trailing 12-month attrition was 35.5%.

Total operating expenses during 2Q 2012 were $231.7 million compared to $210.4 million for 2Q 2011. Total operating expenses for the first six months of 2012 were $451.8 million compared to $410.8 million in 2011.

• Income from operations margin was 19.6% for 2Q 2012 compared to 18.0% in the prior-year period.

• Income from operations margin for the first six months of 2012 was 18.8% compared to 17.4% in the prior year period.

(Expense as a percent of total revenue)	2Q 2012 vs. 2Q 2011	YTD 2012 vs. YTD 2011
•    Center operations	57.8% vs. 61.0%	58.8% vs. 61.6%
•    Advertising and marketing	3.4% vs. 3.5%	3.6% vs. 3.5%
•    General and administrative	4.8% vs. 4.7%	4.9% vs. 5.0%
•    Other operating	4.4% vs. 3.1%	3.8% vs. 2.8%
•    Depreciation and amortization	10.0% vs. 9.7%	10.1% vs. 9.7%

Net income for 2Q 2012 was $30.3 million, or $0.73 per diluted share, compared to net income of $24.9 million, or $0.61 per diluted share, for 2Q 2011. Net income for the first six months of 2012 was $56.0 million, or $1.34 per diluted share, compared to net income of $45.8 million, or $1.12 per diluted share, for the prior-year period.

EBITDA for 2Q 2012 was $85.8 million compared with $71.2 million in 2Q 2011. For the first six months of 2012, EBITDA was $161.5 million compared with $135.4 million in the prior-year period.

• As a percentage of total revenue, EBITDA in 2Q 2012 was 29.7% compared to 27.8% in 2Q 2011.

• For the first six months of 2012, EBITDA, as a percentage of total revenue, was 29.0% compared to 27.2% in the prior-year period.

Cash flows from operating activities for the first six months of 2012 totaled $142.2 million compared with $118.5 million in the prior-year period.

Weighted average fully diluted shares for 2Q 2012 totaled 41.8 million compared to 40.8 million in 2Q 2011. For the first six months of 2012, weighted average fully diluted shares totaled 41.8 million compared to 40.8 million for the prior-year period.

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Life Time Fitness Second Quarter 2012 Results – Page 4

Updated 2012 Business Outlook:

The following statements are based on the Company’s current expectations for fiscal year 2012 and incorporate year to date 2012 operating trends. These 2012 expectations are subject to the risks and uncertainties further described in the Company’s forward-looking statements:

• Revenue is expected to be up 11-12%, or $1.122-1.137 billion (up from 10-12%, or $1.110-1.135 billion), driven primarily by price and mix optimization, square foot expansion, and growth in in-center and ancillary business revenue.

• Net income is expected to be up 22-25%, or $113.0-116.0 million (up from 21-25%, or $112.0-115.5 million), driven by revenue growth and cost efficiencies. The Company included $1.6 million (after tax) of anticipated performance share-based compensation expense in this net income guidance.

• Diluted earnings per common share is expected to be $2.70-2.76 (up from $2.65-2.73), which includes $0.04 impact of anticipated performance share-based compensation expense.

As announced on July 12, 2012, the Company will hold a conference call today at 10:00 a.m. ET to discuss its second quarter 2012 results. Bahram Akradi, Michael Robinson, executive vice president and chief financial officer, and John Heller, senior director, investor relations & treasurer, will host the conference call. The conference call will be webcast and may be accessed via the Company’s Investor Relations section of its website at lifetimefitness.com. A replay of the call will be available the same day via the Company’s website beginning at approximately 1:00 p.m. ET.

# # #

Life Time Fitness Second Quarter 2012 Results – Page 5

About Life Time Fitness, Inc.

As The Healthy Way of Life Company, Life Time Fitness (NYSE:LTM) helps organizations, communities and individuals achieve their total health objectives, athletic aspirations and fitness goals by engaging in their areas of interest – or discovering new passions – both inside and outside of Life Time’s distinctive and large sports, professional fitness, family recreation and spa destinations, most of which operate 24 hours a day, seven days a week. The Company’s Healthy Way of Life approach enables customers to achieve this by providing the best programs, people and places of uncompromising quality and value. As of July 19, 2012, the Company operated 105 centers under the LIFE TIME FITNESS^® and LIFE TIME ATHLETIC(SM) brands in the United States and Canada. Additional information about Life Time centers, programs and services is available at lifetimefitness.com.

Forward-Looking Statements

Certain information contained in this press release may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause the Company’s actual results in the future to differ materially from its historical results and those presently anticipated or projected. Among these factors are attracting and retaining members, risks related to our debt levels and debt covenants, the ability to access our existing credit facility and obtain additional financing, strains on our business from continued and future growth, including potential acquisitions and other strategic initiatives, risks related to maintenance and security of our data, competition from other health and fitness centers, identifying and acquiring suitable sites for new centers, delays in opening new centers and other factors set forth in the Company’s filings with the Securities and Exchange Commission. Diluted earnings per common share could also be affected by the number of shares outstanding, which depends on factors such as the number of shares issued upon exercise of stock options and future grants of awards pursuant to equity-based incentive plans as well as stock offerings and repurchases. The Company’s expectations for fiscal year 2012 exclude any additional unusual items that might occur during the fiscal year, such as litigation matters or the potential recognition of compensation expense associated with the May 2012 grant of long-term performance-based restricted stock to the Company’s senior management team. While the Company has determined that achieving the 2012 diluted earnings per common share performance criteria required for vesting the remaining stock related to the June 2009 performance share-based restricted stock grant is probable and anticipates recognizing additional performance share-based compensation expense in 2012, the Company may not be able to meet those criteria due to risks and uncertainties, including those factors described above.

The Company cautions investors not to place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update such statement to reflect events or circumstances arising after such date. All remarks made during the Company’s financial results conference call will be current at the time of the call and the Company undertakes no obligation to update the replay.

Life Time Fitness Second Quarter 2012 Results – Page 6

LIFE TIME FITNESS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

	June 30,			December 31,
	2012			2011
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	15,499		$	7,487
Accounts receivable, net		8,111			6,156
Center operating supplies and inventories		25,999			21,600
Prepaid expenses and other current assets		25,033			22,905
Deferred membership origination costs		12,226			12,525
Deferred income taxes		5,764			9,850
Income tax receivable		—			5,022
Total current assets		92,632			85,545
PROPERTY AND EQUIPMENT, net		1,786,183			1,740,434
RESTRICTED CASH		1,538			1,088
DEFERRED MEMBERSHIP ORIGINATION COSTS		8,809			8,131
GOODWILL		34,272			25,550
OTHER ASSETS		71,012			55,080
TOTAL ASSETS	$	1,994,446		$	1,915,828
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	7,866		$	6,849
Accounts payable		18,829			22,035
Construction accounts payable		16,666			21,892
Accrued expenses		74,257			56,284
Deferred revenue		42,936			33,898
Total current liabilities		160,554			140,958
LONG-TERM DEBT, net of current portion		667,408			679,449
DEFERRED RENT LIABILITY		21,077			19,370
DEFERRED INCOME TAXES		94,465			100,582
DEFERRED REVENUE		8,859			8,203
OTHER LIABILITIES		12,964			9,793
Total liabilities		965,327			958,355
SHAREHOLDERS’ EQUITY:
Common stock		870			849
Additional paid-in capital		458,911			441,813
Retained earnings		573,368			517,404
Accumulated other comprehensive loss		(4,030	)		(2,593	)
Total equity		1,029,119			957,473
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,994,446		$	1,915,828

Life Time Fitness Second Quarter 2012 Results – Page 7

LIFE TIME FITNESS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share data)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
REVENUE:
Membership dues	$	184,895		$	167,013		$	360,365		$	325,026
Enrollment fees		3,929			4,686			7,883			9,887
In-center revenue		90,118			80,299			174,734			153,988
Total center revenue		278,942			251,998			542,982			488,901
Other revenue		9,362			4,696			13,769			8,438
Total revenue		288,304			256,694			556,751			497,339
OPERATING EXPENSES:
Center operations		166,554			156,654			327,269			306,206
Advertising and marketing		9,689			8,997			20,045			17,560
General and administrative		13,856			12,112			27,559			24,763
Other operating		12,761			8,013			21,152			14,005
Depreciation and amortization		28,861			24,663			55,821			48,287
Total operating expenses		231,721			210,439			451,846			410,821
Income from operations		56,583			46,255			104,905			86,518
OTHER INCOME (EXPENSE):
Interest expense, net		(6,545	)		(4,697	)		(12,822	)		(10,201	)
Equity in earnings of affiliate		395			326			768			627
Total other income (expense)		(6,150	)		(4,371	)		(12,054	)		(9,574	)
INCOME BEFORE INCOME TAXES		50,433			41,884			92,851			76,944
PROVISION FOR INCOME TAXES		20,141			16,937			36,887			31,161
NET INCOME	$	30,292		$	24,947		$	55,964		$	45,783
BASIC EARNINGS PER COMMON SHARE	$	0.73		$	0.62		$	1.35		$	1.14
DILUTED EARNINGS PER COMMON SHARE	$	0.73		$	0.61		$	1.34		$	1.12
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC		41,462			40,381			41,313			40,259
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED		41,750			40,771			41,771			40,763

Life Time Fitness Second Quarter 2012 Results – Page 8

LIFE TIME FITNESS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the Six Months Ended
	June 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	55,964		$	45,783
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		55,821			48,287
Deferred income taxes		(1,073	)		(896	)
Loss on disposal of property and equipment, net		579			390
Amortization of deferred financing costs		1,006			1,297
Share-based compensation		7,312			6,408
Excess tax benefit related to share-based payment arrangements		(8,365	)		(2,765	)
Changes in operating assets and liabilities		31,450			20,563
Other		(504	)		(556	)
Net cash provided by operating activities		142,190			118,511
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(106,102	)		(83,023	)
Acquisitions, net of cash acquired		(26,415	)		(7,181	)
Proceeds from sale of property and equipment		362			453
Proceeds from property insurance settlement		790			—
Increase in other assets		(250	)		(111	)
Decrease in restricted cash		651			2,011
Net cash used in investing activities		(130,964	)		(87,851	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term borrowings		(3,521	)		(73,604	)
(Repayments of) proceeds from revolving credit facility, net		(10,000	)		41,600
Increase in deferred financing costs		(256	)		(4,342	)
Excess tax benefit related to share-based payment arrangements		8,365			2,765
Proceeds from stock option exercises		1,982			1,045
Proceeds from employee stock purchase plan		590			517
Stock purchased for employee stock purchase plan		(649	)		(547	)
Net cash used in financing activities		(3,489	)		(32,566	)
Effect of exchange rates on cash and cash equivalents		275			—
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		8,012			(1,906	)
CASH AND CASH EQUIVALENTS—Beginning of period		7,487			12,227
CASH AND CASH EQUIVALENTS—End of period	$	15,499		$	10,321

Life Time Fitness Second Quarter 2012 Results – Page 9

Non-GAAP Financial Measures

This release and the related conference call disclose certain non-GAAP financial measures.

EBITDA. Earnings Before Interest, Income Taxes and Depreciation and Amortization (EBITDA) is a non-GAAP disclosure consisting of net income plus interest expense, net, provision for income taxes and depreciation and amortization. This term, as the Company defines 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. The Company uses EBITDA as a measure of operating performance. The funds depicted by EBITDA are not necessarily available for discretionary use if they are reserved for particular capital purposes, to maintain compliance with debt covenants, to service debt or to pay taxes. EBITDA should not be considered as a substitute for net income, net cash provided by operating activities or other income or cash flow data prepared in accordance with GAAP. Additional details related to EBITDA are provided in the Form 8-K that the Company filed with the Securities and Exchange Commission on the date of this press release. The following table provides a reconciliation of net income, the most directly comparable GAAP measure, to EBITDA:

RECONCILIATION OF NET INCOME TO EBITDA

(In thousands)

(Unaudited)

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Net income	$	30,292	$	24,947	$	55,964	$	45,783
Interest expense, net		6,545		4,697		12,822		10,201
Provision for income taxes		20,141		16,937		36,887		31,161
Depreciation and amortization		28,861		24,663		55,821		48,287
EBITDA	$	85,839	$	71,244	$	161,494	$	135,432

Life Time Fitness Second Quarter 2012 Results – Page 10

Free Cash Flow. Free cash flow is a non-GAAP measure consisting of net cash provided by operating activities, less purchases of property and equipment, excluding acquisitions. This term, as the Company defines 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. The Company uses 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 the Form 8-K that the Company filed with the Securities and Exchange Commission on the date of this press release. The following table provides a reconciliation of net cash provided by operating activities, the most directly comparable GAAP measure, to free cash flow:

RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW

(In thousands)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Net cash provided by operating activities	$	68,287		$	58,388		$	142,190		$	118,511
Less: Purchases of property and equipment		(67,625	)		(44,660	)		(106,102	)		(83,023	)
Free cash flow	$	662		$	13,728		$	36,088		$	35,488

Non-GAAP Average Center Revenue Per Membership. Non-GAAP average center revenue per membership is a non-GAAP financial measure consisting of average center revenue per membership excluding the impact of the Lifestyle Family Fitness transaction, which may provide a better metric for comparing operating results. The following table provides a reconciliation of average center revenue per membership, the most directly comparable GAAP measure, to non-GAAP average center revenue per membership.

RECONCILIATION OF AVERAGE CENTER REVENUE PER MEMBERSHIP

TO NON-GAAP AVERAGE CENTER REVENUE PER MEMBERSHIP

(Unaudited)

	For the Three Months Ended							For the Six Months Ended
	June 30,				Growth			June 30,				Growth
	2012		2011		Rate			2012		2011		Rate
Average center revenue per membership	$	400	$	389		3.0	%	$	786	$	768		2.4	%
Excluding the impact of Lifestyle Family Fitness transaction		10		—		—			16		—		—
Non-GAAP average center revenue per membership	$	410	$	389		5.4	%	$	802	$	768		4.5	%

Life Time Fitness Second Quarter 2012 Results – Page 11

Non-GAAP Average In-Center Revenue Per Membership. Non-GAAP average in-center revenue per membership is a non-GAAP financial measure consisting of average in-center revenue per membership excluding the impact of the Lifestyle Family Fitness transaction, which may provide a better metric for comparing operating results. The following table provides a reconciliation of average in-center revenue per membership, the most directly comparable GAAP measure, to non-GAAP average in-center revenue per membership.

RECONCILIATION OF AVERAGE IN-CENTER REVENUE PER MEMBERSHIP

TO NON-GAAP AVERAGE IN-CENTER REVENUE PER MEMBERSHIP

(Unaudited)

	For the Three Months Ended							For the Six Months Ended
	June 30,				Growth			June 30,				Growth
	2012		2011		Rate			2012		2011		Rate
Average in-center revenue per membership	$	129	$	124		4.4	%	$	253	$	242		4.6	%
Excluding the impact of Lifestyle Family Fitness transaction		4		—					6		—		—
Non-GAAP average in-center revenue per membership	$	133	$	124		7.4	%	$	259	$	242		7.2	%