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): August 4, 2011

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-4141	13-1890974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 Paragon Drive Montvale, New Jersey	07645
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (201) 573-9700

Not Applicable

(Former name or former address, if changed since last report.)

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:

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

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

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

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

Item 7.01.  Regulation FD Disclosure.

As previously disclosed, on December 12, 2010, The Great Atlantic & Pacific Tea Company, Inc. (“our Company”) and all of our U.S. subsidiaries (the “Filing Subsidiaries” and, together with our Company, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York in White Plains (the “Bankruptcy Court”), case number 10-24549.  The Debtors are required to provide monthly operating reports to the Office of the United States Trustee for the Southern District of New York (the “U.S. Trustee”) pursuant to the U.S. Trustee’s Operating Guidelines and Financial Reporting Requirements for Chapter 11 cases.  Such reports are also filed with the bankruptcy court.

On August 4, 2011, the Debtors filed their monthly operating report for the period from May 22, 2011 to June 18, 2011 (the “Monthly Operating Report”) with the Bankruptcy Court. The Monthly Operating Report is attached as Exhibit 99.1 and is incorporated herein by reference. This current report (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Financial Operating Data

Our Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of our Company. The Monthly Operating Report is limited in scope, covers a limited time period, is limited to the Debtors’ domestic operations, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report contains financial information that was not audited or reviewed by independent accountants, was not prepared in accordance with Generally Accepted Accounting Principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in our Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in our Company’s reports pursuant to the Exchange Act, and such information might not be indicative of our Company’s financial condition or operating results for the period that would be reflected in our Company’s financial statements or in its reports pursuant to the Exchange Act. The Debtors undertake no obligation to update or revise the MOR, and readers are therefore cautioned to refer to the Debtors Exchange Act filings.  Results set forth in the Monthly Operating Report should not be viewed as indicative of future results, and the MOR should not be used as a basis for making investment decisions regarding the Debtors’ securities.

Cautionary Statement Regarding Forward-Looking Statements

The information contained in this Current Report on Form 8-K may contain forward-looking statements about the future performance of our Company, and is based on our assumptions and beliefs in light of information currently available.  We assume no obligation to update this information.  These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from such statements, including, but not limited to: the ability of the Debtors to continue as going concerns; the ability of the Debtors to obtain Bankruptcy Court approval with respect to motions in the chapter 11 cases; the ability of the Debtors to prosecute, develop and consummate one or more plans of reorganization with respect to the chapter 11 cases; the effects of the Bankruptcy Filing on the Debtors and the interests of various creditors, equity holders and other constituents; Bankruptcy Court rulings in the chapter 11 cases and the outcome of the cases in

2

general; the length of time the Debtors will operate under the chapter 11 cases; risks associated with third-party motions in the chapter 11 cases, which may interfere with the ability of the Debtors to develop and consummate one or more plans of reorganization once such plans are developed; the potential adverse effects of the chapter 11 proceedings on the Debtors’ liquidity or results of operations; the ability to execute Debtors’ business and restructuring plan and to timely and effectively implement the turnaround strategy; increased legal costs related to the Bankruptcy Filing and other litigation; the Debtors’ ability to maintain contracts that are critical to its operation, to obtain and maintain normal terms with customers, suppliers and service providers and to retain key executives, managers and employees; various operating factors and general economic conditions, competitive practices and pricing in the food industry generally and particularly in our principal geographic markets; our relationships with our employees; the terms of future collective bargaining agreements; the costs and other effects of lawsuits and administrative proceedings; the nature and extent of continued consolidation in the food industry; changes in the capital markets which may affect our cost of capital or the ability to access capital; supply or quality control problems with our vendors; regulatory compliance; and changes in economic conditions, which may affect the buying patterns of our customers.  Additional risks that may affect our Company’s future performance are detailed in our Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Our Company undertakes no obligation to publically update any forward-looking statements, whether as a result of new information, future events or circumstances, or otherwise.

These and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Debtors’ various pre-petition liabilities, common stock and other debt or equity securities.  No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies, and it is possible that the Debtors will be reorganized in a manner that will substantially reduce or eliminate any remaining value.  Accordingly, the Debtors urge that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Monthly Operating Report for the period from May 22, 2011 to June 18, 2011, filed with the United States Bankruptcy Court for the Southern District of New York

3

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 hereunto duly authorized.

	THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
Date: August 4, 2011
	By:	/s/ Christopher W. McGarry
		Senior Vice President and General Counsel

4

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Monthly Operating Report for the period from May 22, 2011 to June 18, 2011, filed with the United States Bankruptcy Court for the Southern District of New York

5

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

Debtors : The Great Atlantic & Pacific Tea Company, Inc. et al. (1)

Case Number: Jointly Administered 10-24549 (RDD)

Monthly Operating Report for the Period:

May 22, 2011 to June 18, 2011

Debtors’ Address:

2 Paragon Drive

Montvale, NJ 07645

Net Loss: $56.5 million

Debtors’ Attorneys:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

James H.M. Sprayregen, P.C.

Paul M. Basta

Ray C. Schrock

and

Kirkland & Ellis LLP

300 North LaSalle

Chicago, IL 60654

Telephone: (312) 862-2000

Facsimile: (312) 862-2200

James J. Mazza, Jr.

Report Preparer:

The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under the penalty of perjury that the information contained therein is complete, accurate and truthful to the best of my knowledge. (2)

Date: August 3, 2011	/s/ Frederic F. Brace
	Frederic F. Brace
	Chief Administrative Officer,
	Chief Restructuring Officer and
	Chief Financial Officer

(1)See Schedule 1 for a listing of Debtor by case number

(2)All amounts herein are unaudited and subject to revision.  The Debtors reserve all rights to revise this report.

Case No. 10-24549 (RDD) Jointly Administered

1

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR JUNE 2011

TABLE OF CONTENTS

	PAGE
Unaudited Financial Statements as of and for the four weeks ended June 18, 2011
Consolidated Statement of Operations	3
Consolidated Balance Sheet	4
Consolidated Statement of Cash Flows	5
Notes to Monthly Operating Report	7
Schedules:
Schedule 1: Schedule of Disbursements	14
Schedule 2: Debtor Questionnaire	15
Schedule 3: Consolidating Statements of Operations for the four weeks ended June 18, 2011	16
Schedule 4: Consolidating Balance Sheets as of June 18, 2011	17

(1)See Schedule 1 for a listing of Debtor by case number.

Case No. 10-24549 (RDD) Jointly Administered

2

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR JUNE 2011

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited — in thousands)

	Four Weeks Ended
	June 18, 2011
Sales	$	561,568
Cost of merchandise sold	(407,839		)
Gross margin	153,729
Store operating, general and administrative expense	(238,326		)
Goodwill, trademark, and long-lived asset impairment	(55,418		)
Loss from continuing operations before nonoperating income, interest expense and reorganization items, net	(140,015		)
Nonoperating income	83
Interest expense	(14,794		)
Reorganization items, net	86,836
Loss from continuing operations before benefit from income taxes	(67,890		)
Benefit from income taxes	14,755
Loss from continuing operations	(53,135		)
Discontinued operations:
Income from operations of discontinued businesses, net of income tax benefit of $1,142	848
Reorganization items, net of income tax provision of $14,361	(4,246		)
Loss from discontinued operations	(3,398		)
Net loss	$	(56,533	)

(1) See Schedule 1 for a listing of Debtor by case number.

See accompanying notes to consolidated financial statements.

Case No. 10-24549 (RDD) Jointly Administered

3

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR JUNE 2011

CONSOLIDATED BALANCE SHEET

(Unaudited — in thousands)

	As of June 18, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	312,131
Restricted cash	1,731
Accounts receivable, net of allowance for doubtful accounts of $5,189 at June 18, 2011	161,982
Inventories, net	406,279
Prepaid expenses and other current assets	35,451
Assets held for sale	12,915
Total current assets	930,489
Non-current assets:
Property:
Property owned, net	1,040,903
Property leased under capital leases, net	60,296
Property, net	1,101,199
Goodwill	110,412
Intangible assets, net	120,988
Other assets	142,313
Total assets	$	2,405,401
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities:
Debtor-in-possession credit agreement	$	350,000
Accounts payable	112,300
Book overdrafts	20,897
Accrued salaries, wages and benefits	105,111
Accrued taxes	32,309
Other accrued liabilities	75,427
Total current liabilities	696,044
Non-current liabilities:
Other non-current liabilities	75,539
Total liabilities not subject to compromise	771,583
Liabilities subject to compromise	2,789,412
Total liabilities	3,560,995
Series A redeemable preferred stock — no par value, $1,000 redemption value; authorized — 700,000 shares; issued — 179,020 shares	145,293
Stockholders’ deficit:
Common stock — $1 par value; authorized — 260,000,000 shares; issued and outstanding — 53,852,470 shares at June 18, 2011	53,852
Additional paid-in capital	509,631
Accumulated other comprehensive loss	(76,545		)
Accumulated deficit	(1,787,825		)
Total stockholders’ deficit	(1,300,887		)
Total liabilities and stockholders’ deficit	$	2,405,401

(1) See Schedule 1 for a listing of Debtor by case number.

See accompanying notes to consolidated financial statements.

Case No. 10-24549 (RDD) Jointly Administered

4

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR JUNE 2011

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited — in thousands)

	Four Weeks Ended
	June 18, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(56,533	)
Adjustments to reconcile net loss to net cash provided by operating activities (see next page)	64,958
Changes in assets and liabilities:
Decrease in receivables	13,521
Decrease in inventories	4,614
Increase in prepaid expenses and other current assets	(167		)
Increase in other assets	(2,907		)
Decrease in accounts payable	(15,850		)
Increase in accrued salaries, wages and benefits, and taxes	1,002
Increase in other accruals	61,054
Decrease in other non-current liabilities	(67,508		)
Payment for reorganization items	(148		)
Other operating activities, net	179
Net cash provided by operating activities	2,215
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property	(2,876		)
Proceeds from disposal of property	500
Net cash used in investing activities	(2,376		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt	(15		)
Principal payments on long-term real estate liabilities	(355		)
Principal payments on capital leases	(801		)
Payment of financing fees for debtor-in-possession financing	(113		)
Decrease in book overdrafts	(1,289		)
Net cash used in financing activities	(2,573		)
Net decrease in cash and cash equivalents	(2,734		)
Cash and cash equivalents at beginning of period	314,865
Cash and cash equivalents at end of period	$	312,131

(1) See Schedule 1 for a listing of Debtor by case number.

See accompanying notes to consolidated financial statements.

Case No. 10-24549 (RDD) Jointly Administered

5

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR JUNE 2011

CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED

(Unaudited — in thousands)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED BY OPERATING ACTIVITIES:

	Four Weeks Ended
	June 18, 2011
Depreciation and amortization	$	14,186
Impairment of long-lived assets	55,418
Nonoperating income	(83		)
Non-cash interest expense	2,893
Stock compensation expense	491
Pension withdrawal costs	13,923
Employee benefit related costs	3,672
LIFO adjustment	1,122
Asset disposition initiatives in the normal course of business	64,662
Non-cash occupancy charges for locations closed in the normal course of business	813
Gains on disposal of owned property and write-down of property, net	(347		)
Amortization of deferred real estate income	(221		)
C&S contract effect	6,986
Provision for deferred income taxes	(1,719		)
Reorganization items, net relating to continuing operations	(86,836		)
Reorganization items, net relating to discontinued operations	(10,115		)
Financing fees	113
Total adjustments to net loss	$	64,958

Case No. 10-24549 (RDD) Jointly Administered

6

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR JUNE 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

1.      Background

General

The Great Atlantic & Pacific Tea Company, Inc. (“we,” “our,” “us” or “our Company”) is engaged in the retail food business.  Our Company operates stores under the following trade names: A&P®, SuperFresh®, Waldbaum’s®, Super Foodmart®, Food Basics®, The Food Emporium®, Best Cellars®, Best Cellars at A&P®, Pathmark® and Pathmark Sav-A-Center®.

Chapter 11 Reorganization Cases

On December 12, 2010, our Company and all of our U.S. subsidiaries (the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York in White Plains (the “Bankruptcy Court”), which are being jointly administered under case number 10-24549.   Management’s decision to initiate the Bankruptcy Filing was in response to, among other things, our Company’s deteriorating liquidity and management’s conclusion that the challenges of successfully implementing additional financing initiatives and of obtaining necessary cost concessions from our Company’s business and labor partners, was negatively impacting our Company’s ability to implement our previously announced turnaround strategy.  Our Company’s non-U.S. subsidiaries, which are immaterial on a consolidated basis and have no retail operations, were not part of the Bankruptcy Filing.

We are currently operating as debtors-in-possession pursuant to the Bankruptcy Filing and continuation of our Company as a going-concern is contingent upon, among other things, the Debtors’ ability (i) to comply with the terms and conditions of the DIP Credit Agreement described in Note 5 to this Monthly Operating Report; (ii) to develop a plan of reorganization and obtain confirmation of that plan under the Bankruptcy Code; (iii) to reduce debt and other liabilities through the bankruptcy process; (iv) to return to profitability, including by securing necessary near-term cost concessions from our business and labor partners; (v) to generate sufficient cash flow from operations; and (vi) to obtain financing sources to meet our future obligations.  The uncertainty regarding these matters raises substantial doubt about our ability to continue as a going concern.

2.      Basis of Presentation

Debtors-in-Possession Financial Statements

The unaudited consolidated financial statements and supplemental information contained herein represent the consolidated financial information for the Debtors as of and for the four weeks ended June 18, 2011. Non-Debtor subsidiaries are deemed to be immaterial on a consolidated basis and related income statement and balance sheet activity has been reported separately on Schedule 3 and Schedule 4 under the column “Foreign Non-Debtor”.

Our Company was required to apply the FASB’s provisions of Reorganizations effective on December 12, 2010, which is applicable to companies in chapter 11, which generally does not change the manner in which financial statements are prepared.  However, it does require that the financial statements for periods subsequent to the Bankruptcy Filing distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.

The unaudited consolidated financial statements have been derived from the books and records of our Company. Certain financial information, however, has not been subject to procedures that would typically be applied to financial information presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and upon the application of such procedures (such as tests for asset impairment), we believe that the financial information will be subject to changes, and these changes could be material. The financial information furnished in this report includes primarily normal recurring adjustments as well as all of the adjustments that would typically be made so that the quarterly financial statements are in accordance with U.S. GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. Therefore, this report should be read in conjunction with our Company’s audited consolidated financial statements on Form 10-K as of and for the period ended February 26, 2011 and for the interim period on Form 10-Q as of and for the period ended June 18, 2011, respectively.

Case No. 10-24549 (RDD) Jointly Administered

7

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR JUNE 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

The results of operations contained herein are not necessarily indicative of the results which may be expected for any other period or for the full year and may not necessarily reflect the combined results of operations, financial position and cash flows of our Company in the future.

Intercompany Transactions

Intercompany transactions between Debtor entities, as well as between Debtor and Non-Debtor subsidiaries, include, but are not limited to, intercompany cash sweep arrangements, intercompany financing arrangements, intercompany wages and intercompany inventory procurement.  The intercompany financing agreements include two loans from two of the Non-Debtor foreign subsidiaries to Shopwell, Inc., a Debtor of our Company; a 3.562% loan due on May 27, 2013 with an outstanding balance of principal and interest of approximately $94.0 million from A&P Bermuda Limited and a 2.85% loan due on January 15, 2014 with an outstanding balance of principal and interest of approximately $0.1 million from APTEA Hungry Liquidity Management Limited Liability Company. Both loans were transferred from Shopwell, Inc. to The Great A&P Tea Company during June 2010 prior to the Bankruptcy Filing.

During the four weeks ended June 18, 2011, we identified that an intercompany transaction that occurred prior to the Bankruptcy Filing was incorrectly classified within our Consolidating Balance Sheets. The impact of this incorrect presentation was an understatement of “Intercompany, net” and an overstatement of “Additional paid-in capital” in our Consolidating Balance Sheets for the Foreign Non-Debtor entities of approximately $5.8 million with an offsetting overstatement of “Intercompany, net” and an understatement of “Additional Paid-in capital” in our Consolidating Balance Sheets for the Great A&P Tea Co. The effect of this adjustment had no impact on our Consolidated Balance Sheets.

All payments between the Debtor and Non-Debtor entities have been stayed at this time and we did not record contractual interest expense subsequent to the Bankruptcy filing. The intercompany balances due to / from entities, as shown on individual entities’ balance sheets included in the accompanying Consolidating Balance Sheet, represent the accumulation of activity over time.  These balances between Debtor entities have not been eliminated in the accompanying Consolidating Balance Sheets. Certain intercompany transactions have been eliminated in the accompanying Consolidated Statement of Operations.  Intercompany balances between the Debtor and Non-Debtor entities have been shown net in the consolidated financial statements.

Interest Expense

We recorded all contractual interest on secured debt for the four weeks ended June 18, 2011. We recorded interest accretion expense for capital leases and real estate liabilities, self-insurance reserves, GHI and corporate owned life insurance (“COLI”) obligations. Although we have recorded interest accretion expense, we have not made a final determination as to the value of any underlying assets or the rejection/assumption of any of the obligations.  Once a determination is made, the accretion of the interest expense may change. We did not record contractual interest expense of $3.4 million for unsecured debt which is subject to compromise for the four weeks ended June 18, 2011.  Debt discounts and deferred financing fees for all debt which is subject to compromise were reclassified into the carrying value of the respective indebtedness upon the Bankruptcy Filing and the balances were then adjusted to the face value of the debt.  As a result of this reclassification, we ceased amortization of deferred financing fees and discounts effective as of the Bankruptcy Filing date. Such amounts may need to be adjusted in future periods.

Taxes and Insurance

We received approval to pay pre-petition employee withholding obligations in addition to employment and wage related taxes, sales and use taxes, and certain other taxes due in the normal course of business through certain court orders. As such, we have paid the applicable taxes when due except for amounts that are in dispute.

All post-petition tax obligations to the proper taxing authorities are current.  Deferred tax liabilities of $27.1 million are included within “Other accrued liabilities” in the Consolidated Balance Sheet.  Pre-petition amounts owed for our pro-rata portion of certain taxes for which we reimburse third parties have not been paid.

Additionally, all insurance premiums are current and all insurance policies are in force as of June 18, 2011.

Case No. 10-24549 (RDD) Jointly Administered

8

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR JUNE 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

Other non-current liabilities

Other non-current liabilities are comprised of $61.9 million for Non-Debtor obligations for COLI, $12.9 million for self-insurance reserves, $0.6 million for deferred income and $0.1 million for other items that were incurred subsequent to the Bankruptcy Filing.  These amounts are not subject to compromise under the Bankruptcy Filing.

3.      Proceeds from Disposal of Property

In February 2011, our Company obtained authority from the Bankruptcy Court to close 32 stores in six states as we continue to fully implement our comprehensive financial and operational restructuring.  In connection with these store closures, our Company sold certain fixed assets within these stores for cash proceeds of approximately $0.5 million, which were received during our fourth period ended June 18, 2011.

4.      Assets Held for Sale

In April and May 2011, our Company obtained approval from the Bankruptcy Court to sell, or alternatively, to close an additional 25 stores located in Maryland, Delaware and District of Columbia.  In connection with these 25 stores, our Company held an auction whereby we agreed to sell our interests in 12 of our existing stores based in Maryland and the District of Columbia for approximately $37.8 million. These store closures were completed by July 9, 2011.

5.DIP Credit Agreement

In connection with the Bankruptcy Filing, on December 13, 2010, the Bankruptcy Court entered its interim financing order, among other things, permitting us to enter into a Superpriority Debtor-in-Possession Credit Agreement (as amended and restated in its entirety by that certain Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of December 21, 2010, further amended and restated in its entirety by that certain Second Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of January 10, 2011, further amended and restated in its entirety by that certain Third Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of January 13, 2011, further amended (subsequent to the reporting period) by that certain First Amendment to the Third Amended and Restated Superpriority Debtor-in-Possession Credit Agreement dated as of July 8, 2011 (the “First Amendment to the DIP Credit Agreement”), as may be therefore further amended, amended and restated, supplemented or otherwise modified from time to time (the “DIP Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (in such capacity, the “Agent”), the lenders from time to time party thereto (collectively, the “DIP Lenders”) and our Company and certain subsidiaries as borrowers thereunder.  On December 14, 2010, we satisfied all of the conditions to the effectiveness of the DIP Credit Agreement and to the initial closing thereunder and consummated the transactions contemplated thereunder including the refinancing in full of our Company’s and its applicable subsidiaries’ obligations under the pre-existing first lien credit facility. The Bankruptcy Court entered a final order approving the DIP Credit Agreement on January 11, 2011.  Pursuant to the terms of the DIP Credit Agreement:

·the DIP Lenders agreed to lend up to $800.0 million in the form of a $350.0 million term loan and a $450.0 million revolving credit facility with a $250.0 million sublimit for letters of credit, in each case subject to the terms and conditions therein;

·our Company’s and the Subsidiary Borrower’s obligations under the DIP Credit Agreement and the other specified loan documents are guaranteed by our Company’s certain other subsidiaries that are Debtors (“Subsidiary Guarantors” and, together with our Company and the Subsidiary Borrowers, the “Loan Parties”); and

·the Loan Parties’ obligations under the DIP Credit Agreement and such other specified loan documents are secured by a security interest in, and lien upon, substantially all of the Loan Parties’ existing and after-acquired personal and real property, having the priority and subject to the terms therein and in the order(s) entered into by the Bankruptcy Court, as applicable.

Case No. 10-24549 (RDD) Jointly Administered

9

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR JUNE 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

Our Company will have the option to have interest on the revolving loans under the revolving credit facility provided under the DIP Credit Agreement accrue at an alternate base rate plus 200 basis points or at adjusted LIBOR plus 300 basis points. Our Company will have the option to have interest on the term loan provided under the DIP Credit Agreement accrue at an alternate base rate plus 600 basis points or at adjusted LIBOR (with a floor of 175 basis points) plus 700 basis points. The DIP Credit Agreement limits, among other things, our Company’s and the other Loan Parties’ ability to (i) incur indebtedness, (ii) incur or create liens, (iii) dispose of assets, (iv) prepay certain indebtedness and make other restricted payments, (v) enter into sale and leaseback transactions and (vi) modify the terms of certain indebtedness and certain material contracts. Notably, however, the DIP Credit Agreement permits our Company to use the proceeds generated from the sale of the Southern Stores in the operation of our business rather than requiring us to use those proceeds to reduce the Loan Parties’ outstanding indebtedness under the DIP Credit Agreement.

The DIP Credit Agreement also contains certain financial covenants, including a minimum excess availability covenant of $100.0 million (or $75.0 million at any time after August 13, 2011 but on or before November 5, 2011, or $50.0 million at any time after November 5, 2011), minimum liquidity covenant of $100.0 million and minimum cumulative EBITDA covenant as defined in the DIP Credit Agreement.  Minimum cumulative EBITDA measured beginning on April 24, 2011 is as follows (in millions):

Date	Minimum Cumulative EBITDA
August 13, 2011	$	—
September 10, 2011	10.0
October 8, 2011	20.0
November 5, 2011	35.0
December 3, 2011	50.0
December 31, 2011	65.0
January 28, 2012	90.0
February 25, 2012	100.0
March 24, 2012	110.0
April 21, 2012	125.0
May 19, 2012	150.0
June 16, 2012	175.0

Meeting our EBITDA covenant requires increasing levels of performance throughout the year, including the successful implementation of our business improvement initiatives. As of the balance sheet date, we have entered into a definitive agreement with C&S to provide services and we are in the process of negotiating with union locals to obtain consensual modifications to collective bargaining agreements necessary for our successful reorganization. We may not achieve our minimum cumulative EBITDA covenant. A financial covenant violation could result in termination of the DIP Credit Agreement and/or termination of our access to funding thereunder. If either (or both) of those were to occur, our Company could be without sufficient cash availability to meet our operating needs or satisfy our obligations as they fall due, in which instance we could be required to seek a sale of our Company or certain of its material assets pursuant to Section 363 of the Bankruptcy Code, or to convert the Bankruptcy Filing into a liquidation under Chapter 7 of the Bankruptcy Code.

The DIP Credit Agreement matures upon the earliest to occur of (a) June 14, 2012, (b) the acceleration of the loans and the termination of the commitment thereunder, and (c) the substantial consummation (as defined in Section 1101(2) of the Bankruptcy Code, which for purposes hereof shall be no later than the effective date thereof) of a plan of reorganization that is confirmed pursuant to an order entered by the Bankruptcy Court.

Case No. 10-24549 (RDD) Jointly Administered

10

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR JUNE 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

6.      Reorganization Items, net

Reorganization items represent amounts incurred as a direct result of the Bankruptcy Filing and was comprised of the following:

	Four Weeks Ended
	June 18, 2011
	(in thousands)
Professional fees	$	(4,156	)
US Trustee fees	(88		)
Write-off of balance sheet items related to rejected contracts, net - continuing operations	26,292
C&S contract effect	34,139
Reduction of closed locations reserve - continuing operations	30,649
Reorganizations items, net – continuing operations	86,836
Write-off of real estate liabilities - discontinued operations	1,720
Reduction of closed locations reserve - discontinued operations	8,395
Provision for income taxes for reorganization items, net – discontinued operations	(14,361		)
Total reorganization items, net	$	82,590

Professional fees of approximately $4.2 million were accrued and $0.1 million were paid for the four weeks ended June 18, 2011 U.S. Trustee fees of approximately $0.1 million were accrued for the four weeks ended June 18, 2011.

On June 2, 2011, our Company rejected its contract with C&S and entered into a new definitive agreement effective May 29, 2011.  As a result of our renegotiated contract, we eliminated $34.1 million of previously recorded unfavorable contract liability.

During the 16 weeks ended June 18, 2011, we rejected 44 of our leases through the bankruptcy process and reduced the closed locations reserves balance associated with these leases by $39.0 million, $30.6 million of which was attributed to continuing operations and $8.4 million was attributed to discontinued operations, net to the allowable claim for damages of $37.9 million.  Our total closed locations reserves balance of $180.1 million relates to damage claims of $168.8 million and $11.3 million pertains to locations for which the leases have not been rejected as of June 18, 2011.  In connection with the rejection of the 44 leases, we also wrote off the related obligations under capital leases of $7.3 million, unfavorable lease liabilities of $3.2 million, real estate liabilities of $8.9 million, deferred real estate income of $9.4 million, with an offsetting write-off of other assets of $0.8 million, totaling $28.0 million, net.  Of this amount, $26.3 million relates to continuing operations and $1.7 million relates to discontinued operations.

7.      Liabilities Subject to Compromise

As a result of the Bankruptcy Filing, the payment of pre-petition indebtedness is subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-Bankruptcy Filing liabilities are stayed. Although payment of pre-petition claims generally is not permitted, the Bankruptcy Court granted the Debtor authority to pay certain pre-petition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of our Company’s businesses and assets. Among other things, the Bankruptcy Court authorized us to pay certain pre-petition claims relating to employee wages and benefits, customers, vendors, and suppliers.

We have been paying and intend to continue to pay undisputed post-petition claims in the ordinary course of business. In addition, we may reject pre-petition executory contracts and unexpired leases with respect to our operations, with the approval of the Bankruptcy Court. Any damages resulting from rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as “Liabilities subject to compromise” in our Consolidated Balance Sheet. We previously notified all known claimants subject to the bar date of their need to file a proof of claim with the Bankruptcy Court. A bar date is the date by which claims against our Company must be filed if

Case No. 10-24549 (RDD) Jointly Administered

11

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR JUNE 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

the claimants disagree with the amounts included in our schedule of assets and liabilities filed with the Bankruptcy Court and wish to receive any distribution in the Bankruptcy Filing. The bar date of June 17, 2011 set by the Bankruptcy Court has passed. Thus far, claimants filed over nine thousand claims against our Company, asserting approximately $27.8 billion worth of liabilities.  Our Company and our retained professionals are continuing to review and analyze the proofs of claim submitted by claimants and will investigate any material differences between these claims and liability amounts estimated by our Company. If necessary, in the event of a claims dispute, the Bankruptcy Court will make a final determination whether such claims should be allowed and, if so, the appropriate amount of such allowed claims. The ultimate amount of such liabilities is not determinable at this time.

Pre-petition liabilities that are subject to compromise are required to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts.  The amounts currently classified as “Liabilities subject to compromise” may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, or other events.  We expect that certain amounts currently classified as “Liabilities subject to compromise” may in fact be paid in the ordinary course as they come due.  Any resulting changes in classification will be reflected in subsequent monthly operating reports.

Liabilities subject to compromise consist of the following:

	As of June 18, 2011
	(in thousands)
Accounts payable	$	204,044
Accrued salaries, wages, and benefits	10,941
Self-insurance reserves	396,260
Closed locations reserves	11,354
Damages claim for rejected leases	168,796
Pension withdrawal liabilities	112,613
GHI contractual liability for employee benefits	96,701
Accrued occupancy related costs for open stores	22,200
Deferred income	34,043
Deferred real estate income	34,995
Accrued audit, legal and other	6,886
Accrued interest	43,021
Other postretirement and postemployment benefits	41,831
Other accruals	9,310
Pension plan benefits	127,659
Deferred rent liabilities	51,524
Unfavorable lease liabilities	825
Other noncurrent liabilities	10,678
5.125% Convertible Senior Notes, due June 15, 2011	165,000
Related Party Promissory Note, due August 18, 2011	10,000
9.125% Senior Notes, due December 15, 2011	12,840
6.750% Convertible Senior Notes, due December 15, 2012	255,000
11.375% Senior Secured Notes, due August 1, 2015	260,000
9.375% Notes, due August 1, 2039	200,000
Other debt	2,525
Obligations under capital leases	110,337
Real estate liabilities	390,029
Total liabilities subject to compromise	$	2,789,412

Liabilities subject to compromise include liabilities related to pre-petition purchases and interest payments, some of which were scheduled for payment in the June 2011 period.  As a result, the June 2011 cash flows from operations were favorably affected by the stay of payment related to the liabilities.

Case No. 10-24549 (RDD) Jointly Administered

12

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR JUNE 2011

NOTES TO MONTHLY OPERATING REPORT (UNAUDITED)

Rejected Leases

During the 4 weeks ended June 18, 2011, we rejected 44 of our leases through the bankruptcy process. We reduced the closed locations reserves balance associated with these leases by $39.0 million, net to the allowance claim for damages of $168.8 million. The remaining closed locations reserve balance of $11.3 million pertains to locations for which the leases have not been rejected.  In connection with the 44 rejected leases, the related deferred real estate income, unfavorable lease liabilities, obligations under capital leases and real estate liabilities were written off, all which were recorded to “Reorganization items, net” in our Consolidated Statement of Operations. Refer to Note 6 – Reorganization Items, Net, for further discussion of our rejected leases.

Non-Debtor Financing Agreements

Intercompany financing agreements with foreign non-Debtor subsidiaries of $94.1 million are not reflected in the above liabilities subject to compromise table as these amounts were eliminated on a consolidated basis.

8.      Post-petition Accounts Payable and Accrued Expenses

To the best of our knowledge, all undisputed post-petition accounts payable and accrued expenses have been paid, or are being paid under agreed-upon payment terms.

9.      Subsequent Events

On July 8, 2011, our Company and certain of its U.S. subsidiaries, each as a borrower, entered into the First Amendment to the DIP Credit Agreement with the Agent and the DIP Lenders.  Pursuant to the terms of the First Amendment to the DIP Credit Agreement, among other things, any of the dispositions by our Company and its subsidiaries of our Southern Stores as specified therein will not constitute a prepayment event, and the proceeds of such dispositions will not be required to be applied to prepayment of the loans under the DIP Credit Agreement.  The First Amendment to the DIP Credit Agreement also contains some other clarifying changes.

The above summary of material terms of the First Amendment to the DIP Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety, by reference to the complete text of the First Amendment to the DIP Credit Agreement.

Case No. 10-24549 (RDD) Jointly Administered

13

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

MONTHLY OPERATING REPORT FOR JUNE 2011

SCHEDULE 1: SCHEDULE OF DISBURSEMENTS

Case Number:	Debtor Name:	Disbursements for the four weeks ended June 18, 2011:
087-10-24548	APW SUPERMARKETS, INC.	$	31,292,569.25
087-10-24549	THE GREAT ATLANTIC & PACIFIC	114,708,153.23
087-10-24550	2008 BROADWAY, INC.	990.00
087-10-24551	AAL REALTY CORPORATION	—
087-10-24552	ADBRETT CORPORATION	—
087-10-24553	AMSTERDAM TRUCKING CORPORATION	—
087-10-24554	APW SUPERMARKET CORPORATION	—
087-10-24555	BERGEN STREET PATHMARK, INC.	—
087-10-24556	BEST CELLARS DC, INC.	—
087-10-24557	BEST CELLARS, INC.	150,781.48
087-10-24558	BEST CELLARS LICENSING, CORP.	—
087-10-24559	BEST CELLARS MASSACHUSETTS, INC.	79.92
087-10-24560	BEST CELLARS VA, INC.	25,695.68
087-10-24561	BEV, LTD	192,970.34
087-10-24562	BORMAN’S INC.	30,621.46
087-10-24563	BRIDGE STUART, INC.	—
087-10-24564	CLAY-PARK REALTY, CORP.	—
087-10-24565	COMPASS FOODS, INC.	—
087-10-24566	EAST BRUNSWICK STUART, LLC	—
087-10-24567	FARMER JACKS OF OHIO, INC.	—
087-10-24568	FOOD BASICS, INC.	6,600,177.01
087-10-24569	GRAMATAN FOODTOWN CORP.	—
087-10-24570	GRAPE FINDS AT DUPONT, INC.	—
087-10-24571	GRAPE FINDS LICENSING, CORP.	—
087-10-24572	GREENLAWN LAND DVLPMNT, CORP.	—
087-10-24573	HOPELAWN PROPERTY I, INC.	2,994.49
087-10-24574	KOHL’S FOOD STORES, INC.	—
087-10-24575	KWIK SAVE, INC.	—
087-10-24576	LANCASTER PIKE STUART, LLC	—
087-10-24577	LBRO REALTY, INC.	—
087-10-24578	MAC DADE BOULEVARD STUART, LLC	—
087-10-24579	MCLEAN AVENUE PLAZA, CORP.	—
087-10-24580	MILIK SERVICE COMPANY, LLC	—
087-10-24581	MONTVALE HOLDINGS, INC.	940.00
087-10-24582	N. JERSEY PROPERTIES, INC. VI	—
087-10-24583	ONPOINT, INC.	940.00
087-10-24584	PATHMARK STORE, INC.	96,778,481.70
087-10-24585	PLAINBRIDGE, LLC	314,101,578.74
087-10-24586	SEG STORES, INC.	12,822.86
087-10-24587	SHOPWELL, INC.	11,230,873.19
087-10-24588	SHOPWELL, INC.	—
087-10-24589	SPRING LANE PRODUCE CORP.	—
087-10-24590	SUPER FRESH FOOD MARKETS, INC.	16,558,957.88
087-10-24591	SUPER FRESH/SAV A CENTER, INC.	16,770.82
087-10-24592	SUPER MARKET SERVICES, CORP.	—
087-10-24593	SUPER PLUS FOOD WAREHOUSE, INC.	1,750.00
087-10-24594	SUPERMARKETS OIL COMPANY, INC.	—
087-10-24595	THE FOOD EMPORIUM, INC.	—
087-10-24596	THE OLD WINE EMPORIUM	178,974.86
087-10-24597	THE S. DAKOTA GREAT ATLANTIC	—
087-10-24598	TRADEWELL FOODS OF CONN., INC.	530,784.04
087-10-24599	UPPER DARBY STUART, LLC	—
087-10-24600	WALDBAUM, INC.	1,778,308.86
087-10-24601	LO-LO DISCOUNT STORES, INC.	149,179.12
	GRAND TOTALS:	$	594,345,394.93

Certain Debtor entities make disbursements on behalf of the other Debtor entities.  Every effort has been made to accurately represent the disbursements made on behalf of each affiliated debtor.

Case No. 10-24549 (RDD) Jointly Administered

14

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al. (1)

MONTHLY OPERATING REPORT FOR JUNE 2011

SCHEDULE 2: DEBTOR QUESTIONNAIRE

	Must be completed each month. If the answer to any of the questions is “Yes”, provide a detailed explanation of each item. Attach additional sheets if necessary.	Yes	No
1.	Have any assets been sold or transferred outside the normal course of business this reporting period?		ü
2.	Have any funds been disbursed from any account other than a debtor-in-possession account this reporting period?	ü(a)
3.	Is the Debtor delinquent in the timely filing of any post-petition tax returns?		ü
4.	Are worker compensation, general liability or other necessary insurance coverage expired or cancelled, or has the Debtor received notice of expiration or cancellation of such policies?		ü
5.	Is the Debtor delinquent in paying any insurance premium payment?		ü
6.	Have any payments been made on pre-petition liabilities this reporting period?	ü(b)
7.	Are any post-petition receivables (accounts, notes, or loans) due from related parties?		ü
8.	Are any post-petition payroll taxes past due?		ü
9.	Are any post-petition State or Federal income taxes past due?		ü
10.	Are any post-petition real estate taxes past due?		ü
11.	Are any other post-petition taxes past due?		ü
12.	Have any pre-petition taxes been paid during this reporting period?		ü
13.	Are any amounts owed to post-petition creditors delinquent?		ü
14.	Are any wage payments past due?	ü(c)
15.	Have any post-petition loans been received by the Debtor from any party?		ü
16.	Is the Debtor delinquent in paying any U.S. Trustee fees?		ü
17.	Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?		ü
18.	Have the owners or shareholder received any compensation outside of the normal course of business?		ü

Explanations to “Yes” answers:

(a)Funds have been disbursed from Rule 501(c)3 non-profit organizations, affiliates of our Company, in the normal course of operations.

(b)Payments made on certain pre-petition liabilities were made pursuant to various court orders.

(c)Certain severance payments have not been made and have been classified as part of “liabilities subject to compromise”; however, wage payments for existing employees are current.

(1) See Schedule 1 for a listing of Debtor by case number.

Case No. 10-24549 (RDD) Jointly Administered

15

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR JUNE 2011

SCHEDULE 3: CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE FOUR WEEKS ENDED JUNE 18, 2011

(Unaudited - in thousands)

		APW Supermarket		Bev LTD		Borman’s Inc		Farmer Jacks		Hopelawn		Kohl’s Food		Shopwell		Super Fresh/Sav		Super Fresh		The Great A&P
								of Ohio		Property I Inc		Stores				-A-Center		Food Markets		Tea Co
		10-24548		10-24561		10-24562		10-24567		10-24573		10-24574		10-24587		10-24591		10-24590		10-245549
Sales	$	90,116	$	231	$	-	$	-	$	-	$	-	$	20,038	$	-	$	40,722	$	170,897
Cost of merchandise sold		(64,345)		(183)		-		-		-		-		(11,313)		-		(28,568)		(123,214)
Gross margin		25,771		48		-		-		-		-		8,725		-		12,154		47,683
Store operating, general and administrative expense		(45,515)		(74)		(364)		(13)		(1)		(62)		(8,622)		(61)		(33,507)		445
Goodwill, trademark and long-lived asset impairment		-		-		-		-		-		-		-		-		-		(2,997)
(Loss) income from continuing operations before nonoperating income, interest expense and reorganization items, net		(19,744)		(26)		(364)		(13)		(1)		(62)		103		(61)		(21,353)		45,131
Nonoperating income		-		-		-		-		-		-		-		-		-		83
Interest expense		(297)		-		-		-		-		-		-		-		(133)		(11,827)
Reorganization items, net		7,027		-		-		-		-		-		174		-		13,310		42,238
(Loss) income from continuing operations before benefit from (provision for) income taxes		(13,014)		(26)		(364)		(13)		(1)		(62)		277		(61)		(8,176)		75,625
Benefit from (provision for) income taxes		-		-		-		-		-		-		-		-		-		14,903
(Loss) income from continuing operations		(13,014)		(26)		(364)		(13)		(1)		(62)		277		(61)		(8,176)		90,528
(Loss) income from operations of discontinued businesses, net of income tax benefit		-		-		(13,515)		-		-		-		-		2		-		14,361
Reoganization items, net of income tax provision		-		-		6,754		-		-		1,641		-		1,634		-		(14,275)
(Loss) income from discontinued operations		-		-		(6,761)		-		-		1,641		-		1,636		-		86
Net (loss) income	$	(13,014)	$	(26)	$	(7,125)	$	(13)	$	(1)	$	1,579	$	277	$	1,575	$	(8,176)	$	90,614

Case No. 10-245949 (RDD) Jointly Administered

-16-

	The Old Wine		Tradewell Foods		Waldbaums Inc		US Food Basics		Pathmark Inc		Plainbridge		E Brusnswick		Best Cellars		SEG		Best Cellars
	Emporium																		Mass Inc
	10-24596		10-24598		10-24600		10-24568		10-24584		10-24585		10-24566		10-24557		10-24586		10-24559
$	245	$	1,399	$	2,752	$	18,143	$	216,801	$	-	$	-	$	160	$	-	$	-
	(187)		(953)		(1,908)		(15,251)		(161,783)		-		-		(94)		-		-
	58		446		844		2,892		55,018		-		-		66		-		-
	(59)		(535)		(1,623)		(7,257)		(140,522)		(447)		46		(86)		9		(17)
	-		-		-		-		(52,421)		-		-		-		-		-
	(1)		(89)		(779)		(4,365)		(137,925)		(447)		46		(20)		9		(17)
	-		-		-		-		-		-		-		-		-		-
	-		-		(506)		(136)		(1,895)		-		-		-		-		-
	-		-		-		1,885		22,202		-		-		-		-		-
	(1)		(89)		(1,285)		(2,616)		(117,618)		(447)		46		(20)		9		(17)
	-		-		-		-		-		-		-		-		-		-
	(1)		(89)		(1,285)		(2,616)		(117,618)		(447)		46		(20)		9		(17)
	-		-		-		-		-		-		-		-		-		-
	-		-		-		-		-		-		-		-		-		-
	-		-		-		-		-		-		-		-		-		-
$	(1)	$	(89)	$	(1,285)	$	(2,616)	$	(117,618)	$	(447)	$	46	$	(20)	$	9	$	(17)

Case No. 10-245949 (RDD) Jointly Administered

-16-

	Best Cellars of		Grape Finds at		Foreign		Total
	Virgina Inc		Dupont, Inc		Non-Debtor
	10-24560		10-24570
$	64	$	-	$	-	$	561,568
	(40)		-		-		(407,839)
	24		-		-		153,729
	(36)		1		(26)		(238,326)
	-		-		-		(55,418)
	(12)		1		(26)		(140,015)
	-		-		-		83
	-		-		-		(14,794)
	-		-		-		86,836
	(12)		1		(26)		(67,890)
	-		-		(148)		14,755
	(12)		1		(174)		(53,135)
	-		-		-		848
	-		-		-		(4,246)
	-		-		-		(3,398)
$	(12)	$	1	$	(174)	$	(56,533)

Case No. 10-245949 (RDD) Jointly Administered

-16-

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. et al.

(DEBTORS-IN-POSSESSION)

MONTHLY OPERATING REPORT FOR JUNE 2011

SCHEDULE 4: CONSOLIDATING BALANCE SHEETS

AS OF JUNE 18, 2011

(Unaudited - in thousands)

		APW Supermarket		Bev LTD		Borman’s Inc		Farmer Jacks		Hopelawn		Kohl’s Food		Shopwell		Super Fresh/Sav		Super Fresh		The Great A&P		The Old Wine		Tradewell Foods
								of Ohio		Property I Inc		Stores				-A-Center		Food Markets		Tea Co		Emporium
		10-24548		10-24561		10-24562		10-24567		10-24573		10-24574		10-24587		10-24591		10-24590		10-245549		10-24596		10-24598
ASSETS
Current assets:
Cash and cash equivalents	$	5,125	$	13	$	-	$	-	$	-	$	-	$	657	$	-	$	2,392	$	279,703	$	24	$	29
Restricted cash		201		-		-		-		-		-		-		-		-		1,406		-		-
Accounts receivable, net		8,868		1		-		-		-		-		1,467		-		6,815		107,409		2		42
Inventories, net		59,377		581		-		-		-		-		8,369		-		29,135		150,710		492		739
Prepaid expenses and other current assets		2,609		5		-		-		-		-		2,158		-		1,093		21,753		4		41
Assets held for sale		482		-		-		-		-		-		-		-		-		12,433		-		-
Total current assets		76,662		600		-		-		-		-		12,651		-		39,435		573,414		522		851
Non-current assets:
Property
Property owned, net		113,362		387		481		-		-		-		30,048		-		53,877		214,430		32		773
Property leased under capital leases, net		-		-		-		-		-		-		15		-		-		4,942		-		-
Property, net		113,362		387		481		-		-		-		30,063		-		53,877		219,372		32		773
Goodwill		31,487		-		-		-		-		-		12,110		-		-		33,042		-		-
Intangible assets, net		-		-		-		-		-		-		-		-		-		-		-		-
Other assets		3,457		-		-		-		-		-		487		-		683		131,338		-		17
Total assets	$	224,968	$	987	$	481	$	-	$	-	$	-	$	55,311	$	-	$	93,995	$	957,166	$	554	$	1,641
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Debtor-in-possession credit agreement	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	350,000	$	-	$	-
Accounts payable		13,070		66		(1)		-		-		-		4,342		-		5,347		39,538		93		222
Book overdrafts		-		-		-		-		-		-		-		-		-		20,897		-		-
Accrued salaries, wages and benefits		12,195		-		-		-		-		-		3,201		-		6,737		47,981		8		150
Accrued taxes		2,732		1		-		-		-		-		1,041		-		706		21,976		24		33
Other accrued liabilities		4,276		12		-		-		-		-		690		-		2,170		154,586		2		63
Total current liabilities		32,273		79		(1)		-		-		-		9,274		-		14,960		634,978		127		468
Non-current liabilities:
Other non-current liabilities		-		-		-		-		-		-		-		-		-		73,284		-		-
Intercompany, net		(388,762)		2,197		145,673		37,144		20,318		(281,283)		(261,107)		(30,324)		219,367		(258,024)		1,020		(8,706)
Total liabilities not subject to compromise		(356,489)		2,276		145,672		37,144		20,318		(281,283)		(251,833)		(30,324)		234,327		450,238		1,147		(8,238)
Liabilities subject to compromise		161,986		40		60,509		9,554		1,400		4,370		34,392		8,657		61,585		2,040,125		11		2,144
Total liabilities		(194,503)		2,316		206,181		46,698		21,718		(276,913)		(217,441)		(21,667)		295,912		2,490,363		1,158		(6,094)
Preferred stock		-		-		-		-		-		-		-		-		-		145,293		-		-
Stockholders’ equity (deficit):
Common stock		-		-		-		-		-		-		-		-		-		53,852		-		-
Additional paid-in capital		291,299		-		78,031		-		-		31,200		70,209		-		13,419		(340,765)		-		-
Accumulated other comprehensive loss		-		-		-		-		-		-		-		-		-		(76,545)		-		-
Retained earnings (accumulated deficit)		128,172		(1,329)		(283,731)		(46,698)		(21,718)		245,713		202,543		21,667		(215,336)		(1,300,334)		(604)		7,735
Accumulated translation adjustment		-		-		-		-		-		-		-		-		-		(14,698)		-		-
Total stockholders’ equity (deficit)		419,471		(1,329)		(205,700)		(46,698)		(21,718)		276,913		272,752		21,667		(201,917)		(1,678,490)		(604)		7,735
Total liabilities and stockholders’ equity (deficit)	$	224,968	$	987	$	481	$	-	$	-	$	-	$	55,311	$	-	$	93,995	$	957,166	$	554	$	1,641

Case No. 10-24549 (RDD) Jointly Administered

-17-

	Waldbaums Inc		US Food Basics		Pathmark Inc		Plainbridge		Delaware County		E Brusnswick		Best Cellars		SEG		Best Cellars		Best Cellars of		Grape Finds at		SMS
									Dairies								Mass Inc		Virgina Inc		Dupont, Inc
	10-24600		10-24568		10-24584		10-24585				10-24566		10-24557		10-24586		10-24559		10-24560		10-24570		10-24592
$	125	$	873	$	21,437	$	-	$	-	$	-	$	3	$	-	$	-	$	5	$	-	$	-
	-		84		40		-		-		-		-		-		-		-		-		-
	529		766		30,291		5,584		-		61		7		139		-		1		-		-
	2,153		9,600		144,558		360		-		-		124		-		-		81		-		-
	526		349		6,872		46		-		-		(10)		-		-		5		-		-
	-		-		-		-		-		-		-		-		-		-		-		-
	3,333		11,672		203,198		5,990		-		61		124		139		-		92		-		-
	20,114		26,996		556,494		413		-		22,892		106		-		-		22		-		-
	-		-		55,339		-		-		-		-		-		-		-		-		-
	20,114		26,996		611,833		413		-		22,892		106		-		-		22		-		-
	27,798		4,147		-		-		-		-		1,828		-		-		-		-		-
	-		-		120,988		-		-		-		-		-		-		-		-		-
	44		454		5,244		518		-		-		40		-		31		-		-		-
$	51,289	$	43,269	$	941,263	$	6,921	$	-	$	22,953	$	2,098	$	139	$	31	$	114	$	-	$	-
$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
	338		5,129		37,041		6,951		-		-		112		-		(2)		6		(1)		-
	-		-		-		-		-		-		-		-		-		-		-		-
	297		529		33,700		311		-		-		2		-		-		-		-		-
	46		314		5,321		-		-		-		64		-		-		6		-		50
	113		540		7,022		43		-		-		1		-		-		11		-		-
	794		6,512		83,084		7,305		-		-		179		-		(2)		23		(1)		50
	-		-		(404)		-		-		-		-		-		-		-		-		-
	(100,605)		92,729		1,513,201		(33,113)		(19)		20,029		2,344		(467)		326		545		120		(13,741)
	(99,811)		99,241		1,595,881		(25,808)		(19)		20,029		2,523		(467)		324		568		119		(13,691)
	9,077		23,517		359,929		12,002		-		-		43		40		5		26		-		-
	(90,734)		122,758		1,955,810		(13,806)		(19)		20,029		2,566		(427)		329		594		119		(13,691)
	-		-		-		-		-		-		-		-		-		-		-		-
	-		-		-		-		-		-		-		-		-		-		-		-
	685		-		-		-		-		-		-		-		-		-		-		52
	-		-		-		-		-		-		-		-		-		-		-		-
	141,338		(79,489)		(1,014,547)		20,727		19		2,924		(468)		566		(298)		(480)		(119)		13,639
	-		-		-		-		-		-		-		-		-		-		-		-
	142,023		(79,489)		(1,014,547)		20,727		19		2,924		(468)		566		(298)		(480)		(119)		13,691
$	51,289	$	43,269	$	941,263	$	6,921	$	-	$	22,953	$	2,098	$	139	$	31	$	114	$	-	$	-

Case No. 10-24549 (RDD) Jointly Administered

-17-

	2008 B’Way		South Dakota		Bridge Stuart		Adbrett Corp		Bergen Street		Foreign		Total
			Great A&P Tea		Inc				Pathmark Inc		Non Debtor
	10-24550		10-24597		10-24563		10-24552		10-24555
$	-	$	-	$	-	$	-	$	-	$	1,745	$	312,131
	-		-		-		-		-		-		1,731
	-		-		-		-		-		-		161,982
	-		-		-		-		-		-		406,279
	-		-		-		-		-		-		35,451
	-		-		-		-		-		-		12,915
	-		-		-		-		-		1,745		930,489
	476		-		-		-		-		-		1,040,903
	-		-		-		-		-		-		60,296
	476		-		-		-		-		-		1,101,199
	-		-		-		-		-		-		110,412
	-		-		-		-		-		-		120,988
	-		-		-		-		-		-		142,313
$	476	$	-	$	-	$	-	$	-	$	1,745	$	2,405,401
$	-	$	-	$	-	$	-	$	-	$	-	$	350,000
	-		-		-		-		-		49		112,300
	-		-		-		-		-		-		20,897
	-		-		-		-		-		-		105,111
	-		-		(3)		-		(2)		-		32,309
	-		-		-		-		-		(94,102)		75,427
	-		-		(3)		-		(2)		(94,053)		696,044
	-		-		-		-		-		2,659		75,539
	(1,209)		(673,883)		232		(1,821)		782		(2,963)		-
	(1,209)		(673,883)		229		(1,821)		780		(94,357)		771,583
	-		-		-		-		-		-		2,789,412
	(1,209)		(673,883)		229		(1,821)		780		(94,357)		3,560,995
	-		-		-		-		-		-		145,293
	-		-		-		-		-		-		53,852
	454		329,010		-		-		-		36,037		509,631
	-		-		-		-		-		-		(76,545)
	1,231		344,873		(229)		1,821		(780)		45,367		(1,787,825)
	-		-		-		-		-		14,698		-
	1,685		673,883		(229)		1,821		(780)		96,102		(1,300,887)
$	476	$	-	$	-	$	-	$	-	$	1,745	$	2,405,401

Case No. 10-24549 (RDD) Jointly Administered

-17-