8-K

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

July 21, 2006
Date of Report (Date of earliest event reported)

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 or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

Two Paragon Drive
Montvale, New Jersey 07645
(Address of principal executive offices)

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

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:

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

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

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

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

Item 2.02 Regulation FD Disclosure

On July 21, 2006, The Great Atlantic & Pacific Tea Company, Inc. issued a press release announcing its unaudited fiscal 2006 first quarter results for the 16 weeks ended June 17, 2006. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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.

To supplement the consolidated financial results as determined in accordance with generally accepted accounting principles (“GAAP”), the press release presents non-GAAP financial measures for “EBITDA.” EBITDA is defined as earnings before interest, taxes, depreciation, amortization, minority interest, equity in earnings of Metro, Inc., discontinued operations and the gain on the sale of A&P Canada. Ongoing, operating EBITDA is defined as EBITDA adjusted for items the Company considers non-operating in nature that management excludes when evaluating the results of the U.S. ongoing business. The Company believes the presentation of these measures is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by the Company’s management and makes it easier to compare the Company’s results with other companies that have different financing and capital structures or tax rates. In addition, these measures are also among the primary measures used externally by the Company’s investors, analysts and peers in its industry for purposes of valuation and comparing the results of the Company to other companies in its industry. Ongoing, operating EBITDA is reconciled to Net Cash provided by Operating Activities on Schedule 4 of this release.

Item 9.01 Financial Statements and Exhibits

(c).	Exhibits.
	Exhibit 99.1	Press Release of The Great Atlantic & Pacific Tea Company, Inc., dated July 21, 2006.

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.
	By:	/s/ Brenda Galgano
	Name:	Brenda Galgano
	Title:	Senior Vice President And Chief Financial Officer
Dated: July 21, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 21, 2006.

EX-99.1

Exhibit 99.1

News

The Great Atlantic & Pacific Tea Company, Inc.
2 Paragon Drive
Montvale, NJ 07645

Investor contact: William J. Moss
Vice President, Treasurer
(201) 571-4019

Press contact: Richard P. De Santa
Senior Director, Corporate Affairs
(201) 571-4495

THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. ANNOUNCES RESULTS FOR FIRST QUARTER 2006

–––––––

COMPANY REPORTS FIRST QUARTER EBITDA, ADJUSTED FOR NON-OPERATING ITEMS, OF $58 MILLION, UP FROM $36 MILLION IN PRIOR YEAR

MONTVALE, NJ – July 21, 2006 – The Great Atlantic & Pacific Tea Company, Inc. (A&P, NYSE Symbol: GAP) announced unaudited fiscal 2006 first quarter results for the 16 weeks ended June 17, 2006.

U.S. sales for the first quarter were $2.1 billion, compared with $2.2 billion in the first quarter of fiscal 2005. U.S. total comparable store sales increased 1.5% vs. year-ago. Fiscal 2005 first quarter total sales of $3.4 billion include $1.2 billion related to A&P Canada which was sold in August 2005. Net loss for the quarter was $6 million or $.15 per diluted share this year versus a loss of $89 million or $2.28 per diluted share last year.

The results for the first quarter of fiscal years 2006 and 2005 include items the Company considers non-operating in nature that management excludes when evaluating the results of the U.S. ongoing business. These items are listed on Schedule 3 of the press release. Excluding these items, adjusted U.S. income from operations was $3 million in the first quarter of fiscal 2006 versus a loss of $25 million in last year’s first quarter. Adjusted U.S. ongoing operating EBITDA, which is reconciled to net cash from operating activities on Schedule 4 of the press release, was $58 million in the first quarter of fiscal 2006 versus $36 million in last year’s first quarter.

Christian Haub, Executive Chairman of the Board, said, “I’m pleased with our progress across the board in the first quarter. Our management team is successfully executing our operating strategy and is achieving better than expected top and bottom line progress. These results, and our merchandising and store development plans going forward, increase my confidence that we are on track to achieve our goal of overall profitability in Fiscal 2007.”

Eric Claus, President and Chief Executive Officer, said, “We remained on course with our previously stated operating, merchandising and expense management strategies in the first quarter. As a result, we again increased comparable store sales, reduced costs and thereby improved year over year EBITDA and operating income. Going forward, we will continue executing our strategic plan as we drive toward overall profitability.”

Founded in 1859, A&P is one of the nation’s first supermarket chains. The Company operates 405 stores in 9 states and the District of Columbia under the following trade names: A&P, Waldbaum’s, The Food Emporium, Super Foodmart, Super Fresh, Farmer Jack, Sav-A-Center and Food Basics.

The Company invites investors and other interested parties to listen to a live audio Webcast to be held at 8:00 AM Eastern Time today, at which members of the Company’s senior management team will discuss the Company’s first quarter financial results. The Webcast may be accessed through a link on the “Investors” page of the Company’s Website, www.aptea.com. Listeners who cannot participate in the live broadcast will be able to hear a recorded replay of the broadcast beginning this afternoon and available until August 18, 2006.

Effective March 28, 2003, the Securities and Exchange Commission (“SEC”) adopted new rules related to disclosure of certain financial measures not calculated in accordance with Generally Accepted Accounting Principles (“GAAP”). Such new rules require all public companies to provide certain disclosures in press release and SEC filings related to non-GAAP financial measures. We use the non-GAAP measure “EBITDA” to evaluate the Company’s liquidity and it is among the primary measures used by management for planning and forecasting of future periods. EBITDA is defined as earnings before interest, taxes, depreciation, amortization, minority interest, equity in earnings of Metro, Inc., discontinued operations and the gain on the sale of A&P Canada. Ongoing, operating EBITDA is defined as EBITDA adjusted for items the Company considers non-operating in nature that management excludes when evaluating the results of the U.S. ongoing business. The Company believes the presentation of these measures is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by the Company’s management and makes it easier to compare the Company’s results with other companies that have different financing and capital structures or tax rates. In addition, these measures are also among the primary measures used externally by the Company’s investors, analysts and peers in its industry for purposes of valuation and comparing the results of the Company to other companies in its industry. Ongoing, operating EBITDA is reconciled to Net Cash provided by Operating Activities on Schedule 4 of this release.

This release contains forward-looking statements about the future performance of the Company, which are based on Management’s assumptions and beliefs in light of the information currently available to it. The Company assumes no obligation to update the information contained herein. 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: competitive practices and pricing in the food industry generally and particularly in the Company’s principal markets; the Company’s relationships with its employees and the terms of future collective bargaining agreements; the costs and other effects of legal and administrative cases and proceedings; the nature and extent of continued consolidation in the food industry; changes in the financial markets which may affect the Company’s cost of capital and the ability of the Company to access capital; supply or quality control problems with the Company’s vendors; and changes in economic conditions which affect the buying patterns of the Company’s customers.

###

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 1 – GAAP Earnings for the 16 weeks ended June 17, 2006 and June 18, 2005
(Unaudited)
(In thousands, except share amounts and store data)

		16 Weeks Ended
		June 17,			June 18,
		2006			2005
Sales	$	2,126,895		$	3,383,633
Cost of merchandise sold		(1,488,744	)		(2,445,675	)
Gross margin		638,151			937,958
Store operating, general and administrative expense		(643,204	)		(976,098	)
Loss from operations		(5,053	)		(38,140	)
Loss on sale of Canadian operations		(326	)		(589	)
Interest expense		(22,156	)		(36,123	)
Interest income		4,503			1,186
Minority interest in earnings of consolidated franchisees		—			(1,536	)
Equity in earnings of Metro, Inc.		7,947			—
Loss from continuing operations before income taxes		(15,085	)		(75,202	)
Benefit from (provision for) income taxes		9,659			(13,936	)
Loss from continuing operations		(5,426	)		(89,138	)
Discontinued operations:
Loss from operations of discontinued businesses, net of tax		(683	)		(97	)
Loss from discontinued operations		(683	)		(97	)
Net loss	$	(6,109	)	$	(89,235	)
Net loss per share – basic and diluted:
Continuing operations	$	(0.13	)	$	(2.27	)
Discontinued operations		(0.02	)		(0.01	)
Net loss per share – basic & diluted	$	(0.15	)	$	(2.28	)
Weighted average common shares outstanding – basic		41,280,600			39,201,114
Weighted average common shares outstanding – diluted		41,280,600			39,201,114
Gross margin rate		30.01	%		27.72	%
Store operating, general and administrative expense rate		30.24	%		28.85	%
United States depreciation and amortization	$	54,947		$	60,980
Canada depreciation and amortization		—			10,895
Total A&P depreciation and amortization	$	54,947		$	71,875
Number of stores operated at end of quarter		405			637
Number of franchised stores served at end of quarter		—			42

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 2 – Condensed Balance Sheet Data
(Unaudited)
(In millions, except per share and store data)

		June 17, 2006			February 25, 2006
Cash and short-term investments	$	97		$	230
Other current assets		784			980
Total current assets		881			1,210
Property-net		907			898
Equity investment in Metro, Inc.		356			339
Other assets		52			52
Total assets	$	2,196		$	2,499
Total current liabilities	$	585		$	610
Total non-current liabilities		1,225			1,217
Stockholders' equity		386			672
Total liabilities and stockholders' equity	$	2,196		$	2,499
Other Statistical Data
Total Debt and Capital Leases	$	351		$	282
Total Long Term Real Estate Liabilities		297			297
Restricted Cash, Temporary Investments and Marketable Securities		(173	)		(465	)
Net Debt	$	475		$	114
Total Retail Square Footage (in thousands)		16,495			16,509
Book Value Per Share	$	9.30		$	16.32
		For the 16			For the 16
		weeks ended			weeks ended
		June 17, 2006			June 18, 2005
Capital Expenditures	$	68		$	70

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 3 – Reconciliation of GAAP Loss from Operations to Adjusted Loss from Operations
for the 16 weeks ended June 17, 2006 and June 18, 2005
(Unaudited)
(In thousands, except share amounts and store data)

			16 Weeks Ended
				June 17,			June 18,
				2006			2005
As reported loss from operations			$	(5,053	)	$	(38,140	)
Adjustments:
	Midwest exit costs			49			15,425
	Net restructuring costs, primarily related to the sale of the U.S.       distribution operations to C&S			3,396			49,491
	Labor buyout costs			3,688			—
	Real estate related activity			573			(15,413	)
	Canadian dollar hedge			—			2,942
	Canada income from operations			—			(39,697	)
		Total adjustments		7,706			12,748
Adjusted United States income (loss) from operations			$	2,653		$	(25,392	)
As reported United States depreciation and amortization			$	54,947		$	60,980

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 4 – Reconciliation of GAAP Net Cash (Used In) Provided By Operating Activities to Adjusted EBITDA
for the 16 weeks ended June 17, 2006 and June 18, 2005
(Unaudited)
(In thousands, except share amounts and store data)

		16 Weeks Ended
			June 17,			June 18,
			2006			2005
Net cash (used in) provided by operating activities		$	(2,768	)	$	1,231
Adjustments to calculate EBITDA:
Net interest expense			17,653			34,937
Asset disposition initiatives			(7,251	)		(63,121	)
Gain on disposal of owned property			9,676			15,352
(Benefit from) provision for income taxes			(9,659	)		13,936
Deferred income taxes			—			(5,430	)
Decrease in income tax reserve			11,300			—
Other share based awards			(3,337	)		(2,140	)
Working capital changes
	Accounts receivable		(44,021	)		(16,477	)
	Inventories		(3,866	)		20,747
	Prepaid expenses and other current assets		4,058			2,779
	Accounts payable		(1,766	)		(6,824	)
	Accrued salaries, wages, benefits and taxes		19,387			19,054
	Other accruals		47,337			7,277
Other assets			2,620			434
Other non-current liabilities			14,220			11,425
Other, net			(3,689	)		555
Total A&P EBITDA			49,894			33,735
Adjustments:
	Midwest exit costs		49			15,425
	Net restructuring costs, primarily related to the sale of the U.S.
	distribution operations to C&S		3,396			49,491
	Labor buyout costs		3,688			—
	Real estate related activity		573			(15,413	)
	Canadian dollar hedge		—			2,942
	Canada EBITDA		—			(50,592	)
	Total adjustments		7,706			1,853
Adjusted United States ongoing operating EBITDA		$	57,600		$	35,588