Our Management's Discussion and Analysis of our Financial Condition and Results of Operations ("MD&A") begins with an overview of our business which includes our business goals, key events occurring in the six months ended June 30, 2009 and certain trends, risks and challenges. We then discuss our results of operations for the three and six months ended June 2009 as compared to the same periods for 2008, respectively. This is followed by a description of our liquidity and capital resources, including discussions about sources and uses of cash, our borrowings, deferred tax asset, other liquidity needs and off-balance sheet arrangements. We conclude with a discussion of critical accounting policies and their impact on our unaudited condensed consolidated financial statements.

You should read the following discussion together with our condensed consolidated financial statements and the notes to those financial statements included in this Quarterly Report on Form 10-Q and our 2008 Annual Report on Form 10-K (our "2008 10-K"). When reviewing our MD&A, you should also refer to the description of our Critical Accounting Policies and Estimates in our 2008 10-K because understanding these policies and estimates is important in order to fully understand our reported financial results and our business outlook for future periods. In addition to historical information, this discussion contains "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," or "will". Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For us, particular uncertainties that could adversely or positively affect our future results include: the future financial performance of the gaming industry, the behavior of financial markets, including fluctuations in interest rates; the impact of regulation and regulatory changes, investigative and legal actions; strategic actions, including acquisitions and dispositions; future integration of acquired businesses and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. All forward-looking statements are subject to various risks and uncertainties that could cause our actual future results to differ materially from those presently anticipated due to a variety of factors, including those discussed in Item 1A of our 2008 10-K and in Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

Overview
We are a provider of cash access products and related services to the gaming industry in the United States and several international markets. Our products and services provide gaming establishment patrons access to cash through a variety of methods, including ATM cash withdrawals, credit card cash advances, point-of-sale debit cash advances, check services and money transfers. In addition, we also provide products and services that improve credit decision-making, automate cashier operations and enhance patron marketing activities for gaming establishments.

On April 1, 2008, we completed the acquisition of Certegy Gaming Services, Inc. ("CGS"), an enterprise providing cash access products and services to the gaming industry similar to Global Cash Access Holdings, Inc. ("the Company" or "Holdings") . On June 27, 2008, CGS was merged with and into the Company. The results of operations of CGS have been reflected in the applicable business segment financial information following this acquisition. On August 1, 2008, we completed the acquisition of Cash Systems, Inc. ("CSI"). The results of operations have been reflected in the applicable business segment financial information following this acquisition.

Results of Operations
Three months ended June 30, 2009 compared to three months ended June 30, 2008
     The following table presents our unaudited condensed consolidated results of
     operations for the three months and six months ended June 30, 2009 and 2008
     (dollars in thousands):



                                           Three Months Ended June 30,                  Six Months Ended June 30,
                                         2009            2008           %            2009           2008           %
REVENUES:
Cash advance                          $    74,792     $   81,829          (9 )%   $  156,158     $  155,218           1 %
ATM                                        84,619         71,036          19 %       171,041        130,808          31 %
Check services                             10,501         10,835          (3 )%       21,328         18,515          15 %
Central Credit and other revenues           3,059          3,108          (2 )%        6,118          5,752           6 %

Total revenues                            172,971        166,808           4 %       354,645        310,293          14 %

Cost of revenues (exclusive of
depreciation and amortization)           (129,497 )     (122,158 )         6 %      (266,666 )     (225,532 )        18 %
Operating expenses                        (19,666 )      (20,812 )        (6 )%      (40,128 )      (39,451 )         2 %
Amortization                               (2,109 )       (1,230 )        71 %        (4,329 )       (2,592 )        67 %
Depreciation                               (2,410 )       (1,981 )        22 %        (4,962 )       (3,837 )        29 %


OPERATING INCOME                           19,289         20,627          (6 )%       38,560         38,881          (1 )%

INTEREST INCOME (EXPENSE), NET
Interest income                                85            505         (83 )%          199          1,447         (86 )%
Interest expense                           (4,654 )       (7,556 )       (38 )%       (9,422 )      (15,220 )       (38 )%


Total interest income (expense),
net                                        (4,569 )       (7,051 )       (35 )%       (9,223 )      (13,773 )       (33 )%


INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAX PROVISION                14,720         13,576           8 %        29,337         25,108          17 %

INCOME TAX PROVISION                       (5,593 )       (5,160 )         8 %       (11,148 )      (10,591 )         5 %


INCOME FROM CONTINUING OPERATIONS,
NET OF TAX                                  9,127          8,416           8 %        18,189         14,517          25 %

INCOME (LOSS) FROM DISCONTINUED
OPERATIONS, NET OF TAX                         12            240         (95 )%           44         (4,163 )      (101 )%


NET INCOME                                  9,139          8,656           6 %        18,233         10,354          76 %

PLUS: NET LOSS ATTRIBUTABLE TO
GLOBAL CASH ACCESS HOLDINGS, INC.
AND SUBSIDIARIES                               19             40         (53 )%           33             87         (62 )%


NET INCOME                            $     9,158     $    8,696           5 %    $   18,266     $   10,441          75 %


OTHER DATA:

Aggregate dollar amount processed
(in billions):
Cash advance                          $       1.5     $      1.7         (12 )%   $      3.1     $      3.2          (3 )%
ATM                                   $       3.8     $      3.5           9 %    $      7.7     $      6.5          18 %
Check warranty                        $       0.4     $      0.5         (20 )%   $      0.8     $      0.8          13 %

Number of transactions completed
(in millions):
Cash advance                                  3.0            3.1          (3 )%          6.2            5.8           7 %
ATM                                          21.6           19.2          13 %          44.0           35.5          24 %
Check warranty                                1.7            1.6           6 %           3.5            2.9          21 %

Total Revenues
Total revenues for the three and six months ended June 30, 2009 were $172.9 million and $354.6 million resulting in increases of $6.1 million and $44.3 million, or 4% and 14%, respectively as compared to the three and six months ended June 30, 2008. Same-store revenue is represented by accounts that had revenue in both periods of comparison. Same store revenue was down 11% and 11% during the three and six months ended June 30, 2009 as compared to the same period of 2008. The increase in revenue is further discussed on a product basis below:

Cash advance revenues for the three months ended June 30, 2009 decreased by 9% due to a slight decline in the number of transactions compounded by a decrease in the cash advance revenue per transaction as compared to the same period of 2008. Cash advance revenues for the six months ended June 30, 2009 increased by 1% due to an increase in the number of transactions partially offset by a decrease in the cash advance revenue per transaction as compared to the same period of 2008. This increase in cash advance revenues in the six months ended June 30, 2009 resulted from the revenue generated from the CGS acquisition, which occurred in the second quarter of 2008 and is included in the operating results of the first quarter of 2009 but not in the operating results of the same period of 2008, and the CSI acquisition, which occurred in the third quarter of 2008 and is included in the operating results of the first and second quarters of 2009 but not in the operating results of the first and second quarters of 2008.

Automated teller machines ("ATM") revenues for the three months ended June 30, 2009 increased by 19% as a result of the increase in the number of transactions compounded by the increase in the average revenue per transaction. ATM revenues for the six months ended June 30, 2009 increased by 31% as a result of the increased number of ATM transactions compounded by the increase in the ATM revenue per transaction as compared to the same period of 2008. The added transactions resulted from the CGS and CSI acquisitions, which occurred in the second and third quarters of 2008, respectively, but which were not present in the results of the second quarter of 2008.

Check services revenues for the three months ended June 30, 2009 decreased by 3% as a result of the increase in the number of check warranty transactions offset by a decrease in the check warranty revenue per transaction as compared to the same period of 2008. Check services revenues for the six months ended June 30, 2009 increased as a result of the increase in the number of check warranty transactions partially offset by a decrease in check warranty revenue per transactions as compared to the same period of 2008.

Costs and Expenses
Cost of revenues (exclusive of depreciation and amortization) increased by 6% and 18% during the three and six months ended June 30, 2009, respectively as compared to the same period of 2008. These increases were largely the result of increased commission-related expenses which are the largest single cost element of cost of revenues. The increase in commission expense during the three and six months ended June 30, 2009 as compared to the same period of 2008 is due primarily to:

• the additional commission expenses resulting from the CSI acquisition that were not present during the three months ended June 30, 2008, and the additional commission expenses resulting from the CGS and CSI acquisitions that were not present for the six months ended June 30, 2009,
• the migration of transactions from credit card cash advance transaction to ATM transactions, (ATM transactions have a higher proportion of commission expense to revenue than do credit card cash advance transactions.) and
• the increasing of patron surcharges on ATM transactions that result in increased revenue but also increased commission expenses at approximately equivalent levels.

Operating expenses, exclusive of depreciation and amortization decreased by 6% and increased by 2% during the three and six months ended June 30, 2009, respectively, as compared to the same period of 2008. The decrease in operating expenses in the second quarter of 2009 as compared to 2008 was primarily the result of cost reductions related to the acquired CGS portfolio acquired in the second quarter of 2008. We also recognized a benefit from the successful resolution of a business tax matter in the second quarter of 2009, however, we continued to incur very high legal costs related primarily to our licensing renewal in Arizona, defense of the class action litigation and the redemption of shares held by our founding shareholders.

Primarily as a result of the factors described above, operating income decreased by 6% and 1% for the three and six months ended June 30, 2009, respectively, as compared to the same periods in 2008.

Interest income (expense), net decreased by 35% and 33% for the three and six months ended June 30, 2009 as compared to the same period in 2008 as a result of a decrease in interest expense due to significantly lower interest rates compared to the prior period moderated by higher average outstanding borrowings and a higher average draw on the Bank of America ATM Agreement. The average balances drawn on this agreement were $382.8 million and $376.2 million for the three and six months ended June 30, 2009 as compared to $324.7 million and $289.6 million for the same period in 2008. This was further impacted by a decrease in interest income, which resulted primarily from lower invested cash balances and lower interest rates earned on invested cash balances during the quarter and year to date periods.

Income from continuing operations before income tax increased by 8% and 17% for the three and six months ended June 30, 2009, respectively, as compared to the same period in 2008, due to the aforementioned factors.

The provision for income tax reflected an effective income tax rate of approximately 38.0% for both the three and six months ended June 30, 2009 as compared to an effective tax rates for same periods in 2008 of 38% and 42%. This decrease is due primarily to a decrease in the expense related to the expiration of non-qualified stock options and related impact on income tax expense.

Income from discontinued operations decreased by $228,000 or 95% for the three months ended June 30, 2009 as compared to the same period of 2008, and increased by $4.2 million or 101% for the six months ended June 30, 2009 as compared to the same period in 2008. The increase in income from discontinued operations for the six months ended June 30, 2009 is due to a $5.5 million charge to record the Arriva held for sale asset at fair value in the first quarter of 2008.

LIQUIDITY AND CAPITAL RESOURCES
Overview
     Information about our financial position as of June 30, 2009 and December 31,
     2008 is presented below:



                                      June 30,       December 31,         %
          (in thousands)                2009             2008           Change

          Cash and cash equivalents   $  44,017     $       77,148          (43 )%
          Borrowings                    250,250            265,750           (6 )%
          Stockholders' equity          147,556            160,878           (8 )%

Cash Resources
Our cash balance, cash flows and credit facilities are expected to be sufficient to meet our recurring operating commitments and to fund our planned capital expenditures for the foreseeable future. Cash and cash equivalents at June 30, 2009 included cash in non-U.S. jurisdictions of approximately $10.9 million. Generally, these funds are available for operating and investment purposes within the jurisdiction in which they reside but are subject to taxation in the U.S. upon repatriation.

We provide cash settlement services to our customers. These services involve the movement of funds between the various parties associated with cash access transactions, and this activity results in a balance due to us at the end of each business day that we recoup over the next few business days. The balances due to us are included in settlement receivables. As of June 30, 2009, approximately $35.2 million was due to us, and we received these funds in early July 2009. As of June 30, 2009, we had approximately $43.1 million in settlement liabilities due to our customers for these settlement services which were paid in early July 2009.

Due to the timing differences between receipt of settlement receivables and payments to customers for settlement liabilities our actual net cash position available for other corporate purposes is determined as the sum of the cash on hand and our settlement receivables minus our settlement liabilities.

Sources and Uses of Cash
     The following table sets forth a summary of our cash flow activity for the
     six month period ended June 30, 2009 and 2008 and should be read in
     conjunction with our unaudited condensed consolidated statements of cash
     flows:



                                                                Six Months Ended
                                                             June 30,      June 30,
                                                               2009          2008

 Net cash provided by operating activities                   $  24,170     $  32,948
 Net cash used in investing activities                          (3,814 )     (28,663 )
 Net cash (used in) provided by financing activities           (51,467 )      22,370
 Net effect of exchange rate changes on cash and cash
 equivalents                                                    (2,020 )         376

 Net (decrease) increase in cash and cash equivalents          (33,131 )      27,031

 Cash and cash equivalents, beginning of period                 77,148        71,063


 Cash and cash equivalents, end of period                    $  44,017     $  98,094

Our principal source of liquidity is cash flows from operating activities, which were $24.2 million and $32.9 million for the six months ended June 30, 2009 and 2008, respectively. Changes in operating assets and liabilities accounted for a net decrease of $20.4 million in cash flow from operating activities. Offsetting this is $18.2 million of net income, and approximately $26.4 million of non-cash expenses.

Net cash used in investing activities totaled $3.8 million and $28.7 million for the six months ended June 30, 2009 and 2008, respectively. Included in net cash used in investing activities for the six months ended June 30, 2009 and 2008, respectively, is $0 and $24.8 million for acquisitions, and $2.4 million and $4.7 million for capital investments.

Net cash used in financing activities was $51.5 million for the six months ended June 30, 2009 compared to $22.4 million provided for the six months ended June 30, 2008. For the six months ended June 30, 2009, we made payments totaling $15.5 million against our credit facility as compared to borrowings of $84 million and payments totaling $52.2 million against our credit facility for the same period of 2008. In addition, we repurchased $36.2 million of shares pursuant to a negotiated private transaction during the six months ended June 30, 2009.

Deferred Tax Asset
At June 30, 2009, we had a net deferred income tax asset of $148.5 million. We recognized a deferred tax asset upon our conversion from a limited liability company to a corporation on May 14, 2004. Prior to that time, all tax attributes flowed through to the members of the limited liability company. The principal component of the deferred tax asset is a difference between our assets for financial accounting and tax purposes. This difference results from a significant balance of acquired goodwill of approximately $687 million that was generated as part of the conversion to a corporation plus approximately $98 million in pre-existing goodwill carried over from periods prior to the conversion. Both of these assets are recorded for tax purposes but not for accounting purposes. This asset is amortized over 15 years for tax purposes, resulting in annual pretax income being $52.3 million lower for tax purposes than for financial accounting purposes. At an estimated blended domestic effective tax rate of 36.0%, this results in tax payments being approximately $18.8 million less than the provision for income taxes shown on the income statement for financial accounting purposes. This is an expected aggregate of $185.3 million in cash savings over the remaining life of the portion of our deferred tax asset related to the conversion.

Other Liquidity Needs and Resources
Bank of America Amended Treasury Services Agreement. We obtain currency to meet the normal operating requirements of our domestic ATMs and automated cashier machines ("ACM") pursuant to the Amendment of Bank of America ATM Agreement. Under this agreement, all currency supplied by Bank of America, N.A. ("Bank of America") remains the sole property of Bank of America at all times until it is dispensed, at which time Bank of America obtains an interest in the corresponding settlement receivable. Because it is never an asset of ours, supplied cash is not reflected on our balance sheet. At June 30, 2009, the total currency obtained from Bank of America pursuant to this agreement was $350.5 million. Because Bank of America obtains an interest in our settlement receivables, there is no liability corresponding to the supplied cash reflected on our balance sheet. The fees that we pay to Bank of America for cash usage pursuant to the Amendment of the Bank of America ATM Agreement are reflected as interest expense in our financial statements.

On March 13, 2008, we entered into an Agreement to Amend the Amendment of Bank of America ATM Agreement that increased the limit on the aggregate allowed currency that Bank of America would provide us from $360 million to $410 million. All other terms and conditions of the Amendment to the Treasury Services Agreement remain in full force and effect.

Pursuant to the terms of our agreement with Integrated Gaming Technologies, we are obligated to invest up to our pro rata share of $10.0 million in capital to IFT. Our obligation to invest additional capital in IFT is conditioned upon capital calls, which are in our sole discretion. As of June 30, 2009, we had invested a total of $4.6 million in IFT, and are committed to invest up to $1.4 million in additional capital investments if required.

Senior Secured Credit Facility - As of June 30, 2009, we had $4.1 million in standby letters of credit issued and outstanding as collateral on surety bonds for certain licenses held related to our Nevada check cashing licenses.

Effects of Inflation
Our monetary assets, consisting primarily of cash and receivables, are not significantly affected by inflation. Our non-monetary assets, consisting primarily of our deferred tax asset, goodwill and other intangible assets, are not affected by inflation. We believe that replacement costs of equipment, furniture and leasehold improvements will not materially affect our operations. However, the rate of inflation affects our operating expenses, such as those for salaries and benefits, armored carrier expenses, telecommunications expenses and equipment repair and maintenance services, which may not be readily recoverable in the financial terms under which we provide our cash access products and services to gaming establishments and their patrons.

Critical Accounting Policies
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in our consolidated financial statements. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the financial condition and results of operations, and which require management to make its most difficult and subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain.

There were not any material changes to the critical accounting policies and estimates discussed in our audited consolidated financial statements for the year ended December 31, 2008, included in our Annual Report on Form 10-K (No. 001-32622) filed on March 10, 2009.