11-K 1 f11kjune2008.txt FORM 11-K FOR THE YEAR ENDED DECEMBER 31, 2007 Conformed Copy SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 For the Year Ended December 31, 2007 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN (Full title of the Plan) THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. 2 PARAGON DRIVE, MONTVALE, NEW JERSEY 07645 (Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office) Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. Date: June 27, 2008 By /s/Melissa E. Sungela --------------------------------------- Melissa E. Sungela Vice President and Corporate Controller THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN Financial Statements as of December 31, 2007 and 2006 and for the Year Ended December 31, 2007 Prepared for filing as part of the Annual Return/Report of Employee Benefit Plan (Form 5500)
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN TABLE OF CONTENTS ------------------------------------------------------------------------------------------------------------------- Page REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS.... 2-3 FINANCIAL STATEMENTS STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2007 AND 2006 .............................. 4 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2007..................... 5 NOTES TO FINANCIAL STATEMENTS.............................. 6-14 SUPPLEMENTAL SCHEDULE SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) As of December 31, 2007.................................. 15 EXHIBITS CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS 16-17 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 18
Note: Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. ---------------------------------------------------------------------- -1- Report of Independent Registered Public Accounting Firm ------------------------------------------------------- To the Participants and Administrator of The Great Atlantic & Pacific Tea Company, Inc. Savings Plan We have audited the accompanying statement of net assets available for plan benefits of The Great Atlantic & Pacific Tea Company, Inc. Savings Plan (the "Plan") as of December 31, 2007, and the related statement of changes in net assets available for plan benefits for the year then ended December 31, 2007. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of The Great Atlantic & Pacific Tea Company, Inc. Savings Plan as of December 31, 2007, and the changes in its net assets available for plan benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented only for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2007 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ WithumSmith+Brown, P.C. ------------------------- Somerville, New Jersey June 27, 2008 -2- Report of Independent Registered Public Accounting Firm ------------------------------------------------------- To the Participants and Administrator of The Great Atlantic & Pacific Tea Company, Inc. Savings Plan In our opinion, the accompanying statement of net assets available for benefits present fairly, in all material respects, the net assets available for plan benefits of The Great Atlantic & Pacific Tea Company, Inc. Savings Plan (the "Plan") at December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP ------------------------------ Florham Park, New Jersey June 28, 2007 -3-
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2007 AND 2006 2007 2006 ----------------- ------------------ Assets: Investments - at fair value (Note 3) $277,203,885 $287,986,294 Receivables: Participant Contributions 174,800 297,461 Employer Contributions 54,166 87,902 ----------------- ------------------ Total receivables 228,966 385,363 ----------------- ------------------ Total Assets 277,432,851 288,371,657 Liabilities: Accrued expenses 185,981 260,467 ----------------- ---------------- Total Liabilities 185,981 260,467 ----------------- ---------------- Net assets reflecting investments at fair value 277,246,870 288,111,190 ----------------- ---------------- Adjustment from fair value to contract value for fully benefit responsive investment contracts (security-backed contracts) (249,230) 290,186 Adjustment from fair value to contract value for fully benefit responsive investments for collective trust funds (231,900) 211,640 ------------------ ---------------- Net assets available for plan benefits $276,765,740 $288,613,016 ================== ================ The accompanying notes are an integral part of these financial statements.
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THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2007 Additions: Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments (Note 3) $ 17,170,099 Interest income 285,904 Dividend income 3,723,132 ----------------- 21,179,135 Contributions: Participants 11,483,334 Employer 3,495,248 ------------ 14,978,582 Total additions 36,157,717 ------------ Deductions: Deductions from net assets attributed to: Benefits paid to participants 47,409,548 Administrative expenses 595,445 ------------ Total deductions 48,004,993 ------------ Net (decrease) in net assets available for benefits (11,847,276) Net assets available for plan benefits: Beginning of year 288,613,016 ------------ End of year $276,765,740 ============
The accompanying notes are an integral part of these financial statements. -5- THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2007 1. PLAN DESCRIPTION The following description of The Great Atlantic & Pacific Tea Company, Inc. ("Company") Savings Plan ("Savings Plan") provides only general information. Participants should refer to the Savings Plan summary plan description for a more complete description of the Savings Plan's provisions. General The Savings Plan is a voluntary defined contribution plan of the Company. The Savings Plan covers employees of the Company who are not covered by a collective bargaining agreement (CBA), as well as employees covered by a CBA where the CBA specifically provides for such coverage. Participants are permitted to change their contribution rates once per month. In addition, they may change their investment options with regard to future contributions and reallocate existing investment balances on any business day. Prior to May 4, 2004, the Savings Plan covered eligible employees of the Company who completed at least one year of service (1,000 hours in a 12-month period) if age 21 or older or the earlier of five years of service or age 21, if under age 21 at time of employment. Effective May 4, 2004 the Plan was amended to (a) allow employees to contribute to the Plan on the first of the month following their hire date based on the eligibility criteria described in the preceding sentence, and (b) state that each participant shall be 100% vested in the event of termination or partial termination of the Savings Plan (if Participant is affected by partial termination) or upon retirement, disability or death. Contributions Eligible employees have the option to contribute from 1% to 20% of their base compensation to the Savings Plan. This can be any combination of pre and post tax percentages, as long as the total of the percentages does not exceed 20% of base compensation. Additionally, the Internal Revenue Service limits the maximum amount a participant may contribute, which was $15,500 for fiscal 2007. Participating employees age 50 and older may elect to make "catch-up" pre-tax contributions to the Plan in accordance with Internal Revenue Service Regulations. The maximum "catch-up" contribution allowed during the 2007 Plan year was $5,000. The Company matches 50% of an employee's contributions up to 6% of their compensation after one year of service. -6- Participants direct the investment of their contributions into various investment options offered by the Savings Plan. Employee contributions may not be allocated to the Employer Stock Fund. Vesting Participants are always 100% vested in their contributions and become fully vested in the Company's matching contributions after five years, in accordance with the following schedule: Years of Service Vesting Percentage ----------------------------- ------------------ Less than 2 years 0% 2 years but less than 3 years 25% 3 years but less than 4 years 50% 4 years but less than 5 years 75% 5 years or more 100% Payment of Benefits Participants may receive the value of the vested portion of their account balance when they leave the Company for any reason other than death, in which case a beneficiary would receive the benefit. Participants may generally withdraw unmatched after-tax contributions once during any 12 month period but may withdraw unmatched before-tax contributions only in the case of "financial hardship" as defined in the Savings Plan. Forfeited Accounts At December 31, 2007, and December 31, 2006, forfeited nonvested accounts totaled $323,581 and $161,614, respectively. These accounts will be used to decrease future employer contributions and can also be used to pay certain administrative expenses. During the year ended December 31, 2007, employer contributions were reduced by $145,348 from forfeited nonvested accounts. Participant Accounts Each participant's account is credited with the participant's contribution and (a) the matching Company contribution and (b) allocations of Savings Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Participant Loans Participants may borrow from their account balance a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. The loans are collateralized by the balance in the participant's account and bear a fixed interest rate for the duration of the loan equal to Prime plus 1% as -7- published in the Wall Street Journal on the last day of the preceding quarter. Principal and interest is paid ratably through payroll deductions. During each of the years ended December 31, 2007 and December 31, 2006, the interest rates on participant loans ranged from 5.00% to 10.50%. 2. SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed by the Savings Plan are as follows: Basis of Accounting - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on the accrual basis of accounting. As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The plan invests in investment contracts through a collective trust. As required by the FSP, the Statement of Net Assets Available for Plan Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Plan Benefits is prepared on a contract value basis. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Savings Plan management to make significant estimates and assumptions that affect the reported amounts of net assets available for Plan benefits at the date of the financial statements, changes in net assets available for Plan benefits during the reporting period and, where applicable, the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. -8- Investment Valuation and Income Recognition - The Savings Plan's investments are presented at fair value. Shares of Company Stock are valued at quoted market prices. Shares of mutual funds are valued at the net asset value of shares held by the Savings Plan at year end. The Savings Plan's interest in the common/collective trusts are valued based on information reported by the investment advisor using the audited financial statements of the common/collective trusts at year-end. Participant loans are valued at their outstanding balances, which approximate fair value. Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded as earned. Expenses - All administrative expenses are being paid by the Savings Plan. Payment of Benefits - Benefit payments to participants are recorded upon distribution. Risks and Uncertainties - The Savings Plan provides for various investment options. The Savings Plan's mutual funds invest in various securities including U.S. government securities, corporate debt instruments and corporate stocks. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant's account balances and the amounts reported in the statements of net assets available for Plan benefits. 3. INVESTMENTS The following table represents a breakdown of how the fair value of investments is determined:
December 31, 2007 December 31, 2006 ------------------- ------------------ Quoted Market Value $ 886,108 $ 815,316 Common Collective Trusts at Net Asset Value 86,637,124 90,587,357 Wrappers at Fair Value 12,232 49,613 Mutual Funds at Net Asset Value 185,732,063 192,543,156 Participant Loans 3,936,358 3,990,852 ------------------- ------------------ Total investments at fair value $ 277,203,885 $ 287,986,294 =================== ================== -9- The following table presents investments that represent 5 percent or more of the Savings Plan's net assets at December 31, 2007 and 2006. December 31, 2007 December 31, 2006 ------------------- ------------------- Wells Fargo Galliard Fixed Income Fund A $ 18,458,207 $ 17,341,028 Wells Fargo Galliard Fixed Income Fund F 37,623,412 35,465,468 Wells Fargo Synthetic Stable Value Fund 27,120,873 36,279,546 Dryden Stock Index Fund I 51,160,645 58,417,176 PIMCO Total Return Institute 16,048,569 - PIMCO Total Return A - 20,984,269 Amer Euro Pacific Growth R5 27,523,887 - Amer Funds EuroPacific Growth A - 20,051,117 Eatonvance Large Cap Val I 23,215,387 - MFS Massachusetts Investors Grow R5 20,895,268 - MFS Massachusetts Investors Growth Stock A - 20,217,010 American Balance Fund Cl 5 20,217,900 - American Balanced Fund - 22,343,758 Alliance Growth & Income A - 22,860,098
During 2007, the Savings Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $17,170,099 as follows: Net appreciation in fair value of investments: Common stock $ 177,895 Common Collective Trusts 8,437,094 Mutual funds 8,555,110 --------------- Net appreciation $ 17,170,099 =============== 4. Synthetic Guaranteed Investment Contracts (GIC) The Savings Plan has four investments in Synthetic Guaranteed Investment Contracts ("GIC")during the 2007 and 2006 Plan years. These are investments that simulate the performance of a traditional GIC through the use of financial instruments (referred to as "wrapper" contracts). For these investments, the Company invested in common / collective trusts which consist of government securities, private and public backed mortgaged-backed and other asset-backed securities as well as grouped investments. The benefit responsive "wrapper" contracts were all liquidity agreements. As of December 31, 2007 and 2006, the aggregate fair values of the "wrapper" contracts held by the Savings Plan were $12,232 and $49,613, respectively. In addition to investments in the common/collective trusts that form part of the Synthetic GIC's as disclosed below, there were additional investments in other common/collective trusts, mutual funds and stock which amounted to $221,110,034 and $235,130,185,as of December 31, 2007 and 2006, respectively. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The crediting interest rate is based on a formula agreed upon with the issuer, but it may not be less than zero percent. Such interest rates are reviewed on a quarterly basis for resetting. -10- Certain events limit the ability of the Savings Plan to transact at contract value with the issuer. Such events include the following: (1) amendments to the Savings Plan documents, (2) changes to Savings Plan's prohibition on competing investment options or deletion of equity wash provisions, (3) bankruptcy of the Savings Plan sponsor or other Savings Plan sponsor events that cause a significant withdrawal from the plan, or (4) the failure of the trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under the Employee Retirement Income Security Act of 1974. The Savings Plan administrator does not believe that the occurrence of any such value event, which would limit the Savings Plan's ability to transact at contract value with participants, is probable. The guaranteed investment contract does not permit the insurance company to terminate the agreement prior to the scheduled maturity date.
Reconciled Contract Value of Investment Plan Year 2007 ------------------------------------------------------------------------- ------------------------- AIG Financial Products,5.56% due 8/14/11 Union Bank Switzerland,5.57% due 8/14/11 Fixed Income Fund A $ 18,458,207 Contract value liquidity agreement 12,232 Adjustment to contract value (194,274) ------------------------- Total Contract Value $ 18,276,165 ------------------------- Crediting rate: 5.56%, 5.57% Yield Rates: 5.48%, 5.49% Monumental Life, 5.35% due 11/13/09 Bank of America, 5.35% due 11/13/09 Fixed Income Fund F $ 37,623,412 Adjustment to contract value (54,956) ------------------------- Total Contract Value $ 37,568,456 Crediting rate: 5.35% ------------------------- ------------------------- Yield Rates: 5.25% Total Plan Year 2007 $ 55,844,621 =========================
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Reconciled Contract Value of Investment Plan Year 2006 ------------------------------------------------------------------------- ------------------------- AIG Financial Products,5.78% due 9/23/10 Union Bank Switzerland,5.59% due 9/23/10 Fixed Income Fund A $ 17,341,028 Contract value liquidity agreement 13,885 Adjustment to contract value 519 ------------------------- ------------------------- Total Contract Value $ 17,355,432 ------------------------- Crediting rate: 5.78%, 5.59% Yield Rates: 5.70%, 5.51% Monumental Life, 5.27% due 3/17/09 Bank of America, 5.27% due 3/17/09 Fixed Income Fund F $ 35,465,468 Contract value liquidity agreement 35,728 Adjustment to contract value 289,667 ------------------------- Total Contract Value $ 35,790,863 Crediting rate: 5.27% ------------------------- ------------------------- Yield Rates: 5.17% Total Plan Year 2006 $ 53,146,295 =========================
In addition to the four investments in GIC's discussed above, the Savings Plan invests in two collective trust funds that primarily invest in security-backed contracts. As of December 31, 2007 and 2006, the adjustment from fair value to contract value for fully benefit responsive investments for these collective trust funds were ($231,900) and $211,640, respectively. The average yield rates based on actual earnings for fully benefit responsive investment contracts as of December 31, 2007 and 2006 were 5.09% and 5.37%, respectively. The average yield rates based on interest rate credited to participants for fully benefit responsive investment contracts as of December 31, 2007 and 2006 were 5.28% and 5.36%, respectively. 5. RELATED PARTY TRANSACTIONS Certain Savings Plan investments are shares of a common collective trust and mutual funds managed by Prudential Trust Company. Prudential Trust Company is the trustee as defined by the Savings Plan and, therefore, these transactions qualify as party-in-interest transactions. The Savings Plan has investments in A&P Stock that were made in prior years. Employees may no longer select this investment option. Certain administrative functions are performed by the officers and employees of the Company (who may be participants in the Savings Plan) at no cost to the Savings Plan. These transactions are not deemed prohibited transactions because they are covered by the statutory administrative exemption from the Internal Revenue Code's and ERISA's rules on prohibited transactions. -12- 6. SAVINGS PLAN TERMINATION Although it has not expressed any intent to do so, the Company reserves the right to terminate the Savings Plan subject to the provisions of ERISA. If the Savings Plan is terminated, each participant would receive the value of his or her interest in the trust funds attributable to both participant and employer vested contributions for all years of participation. 7. FEDERAL INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated April 19, 2004 that the Savings Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (the "Code"). The Savings Plan has been amended since receiving the determination letter. The Savings Plan Administrator believes that the Savings Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Savings Plan's financial statements. 8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for plan benefits and investment income per the financial statements to the Form 5500:
December 31, 2007 December 31, 2006 -------------------------- ---------------------------- Net assets available for plan benefits per the financial statements $ 276,765,740 $ 288,613,016 Adjustment from contract value to fair value for fully benefit responsive investment contracts for security-backed contracts 249,230 (290,186) Adjustment from contract value to fair value for fully benefit responsive investments for collective trust funds 231,900 (211,640) ------------------- ----------------- Net assets available for plan benefits per the Form 5500 $ 277,246,870 $ 288,111,190 =================== ================= December 31, 2007 -------------------------- Investment income per the financial statements $ 21,179,135 Adjustment from contract value to fair value at December 31, 2006 501,826 Adjustment from contract value to fair value at December 31, 2007 481,130 ------------------- Investment income per the Form 5500 $ 22,162,091 ===================
-13- 1 9. PLAN MERGER On January 1, 2008, the Company merged The Great Atlantic & Pacific Tea Company, Inc. Savings Plan with The Great Atlantic & Pacific Tea Company, Inc. Retirement Plan. Additionally, on July 1, 2008, the Company plans to merge The Great Atlantic & Pacific Tea Company, Inc. Savings Plan with The Great Atlantic & Pacific Tea Company, Inc. Savings Plan for Certain Employees, the Pathmark Stores, Inc. Savings Plan and the Pathmark Stores, Inc. Savings Plan for Union Employees. Beginning with the first pay period of July, participant and matching contributions for participants in these separate plans will be deposited into the Savings Plan. 10. NEW ACCOUNTING STANDARD NOT YET ADOPTED In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." This Statement defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies to other accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements. The Statement is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years (as of January 1, 2008 for the Plan). The Plan is evaluating the effect of SFAS No. 157 on its financial statements. -14-
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2007 Description of Investment including maturity date, rate of Identity of Issue, Borrower, interest, collateral, par or Lessor, or Similar Party maturity value Cost Current Value ----------------------------------------------------- ---------------------------------- ------------ ------------- Wells Fargo Stable Value Fund G Collective Trust Fund $ 3,444,532 $ 3,434,632 Wells Fargo Synthetic Stable Value Fund Collective Trust Fund 25,565,729 27,120,873 Wells Fargo Galliard Fixed Income Fund A Collective Trust Fund 13,686,039 18,458,207 Wells Fargo Galliard Fixed Income Fund F Collective Trust Fund 33,495,067 37,623,412 AIG Financial Products Wrapper Contract, Maturity 8/14/2011, Rate of interest 5.56% - 6,116 Union Bank of Switzerland Wrapper Contract, Maturity 8/14/2011, Rate of interest 5.57% - 6,116 Dryden Stock Index Fund I (*) Mutual fund 46,462,209 51,160,645 First American Md Cap Value Y Mutual fund 13,868,235 12,978,970 PIMCO Total Return Institute Mutual fund 15,677,340 16,048,569 Amer Euro Pacific Growth R5 Mutual fund 27,162,801 27,523,887 Eatonvance Large Cap Val I Mutual fund 22,461,484 23,215,387 American Balanced Fund Cl 5 Mutual fund 20,256,569 20,217,900 John Hancock Small Cap Equ I Mutual fund 13,896,910 13,691,437 MFS Massachusetts Investors Grow R5 Mutual fund 19,407,368 20,895,268 A&P Stock (*) A&P Stock 382,876 886,108 Participant loans Mature from 2008 to 2027, 5.00% - 10.50% - 3,936,358 ----------- ----------- Total $ 255,767,159 $277,203,885 ============= ============ (*) Party-in-interest
-15- Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-119045, 333-78805, 033-54863, and 333-147808) of The Great Atlantic & Pacific Tea Company, Inc. of our report dated June 27, 2008 relating to the financial statements of The Great Atlantic & Pacific Tea Company, Inc. Savings Plan, which appears in this Form 11-K. /s/ WithumSmith+Brown, P.C. WithumSmith+Brown LLP Somerville, New Jersey June 27, 2008 -16- Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-147808, 333-119045, 333-78805, and 033-54863) of The Great Atlantic & Pacific Tea Company, Inc. of our report dated June 28, 2007 relating to the financial statements of The Great Atlantic & Pacific Tea Company, Inc. Savings Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Florham Park, New Jersey June 27, 2008 -17- 5 Exhibit 99.1 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of The Great Atlantic & Pacific Tea Company, Inc. Savings Plan (the "Plan") on Form 11-K for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Leonard B. Comberiate, Senior Director of Benefits and Collectively Bargained Funds, of The Great Atlantic & Pacific Tea Company, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. June 27, 2008 /s/ Leonard B. Comberiate ----------------------------- Leonard B. Comberiate Senior Director of Benefits & Collectively Bargained Funds -18-