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

January 9, 2007
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 January 9, 2007, The Great Atlantic & Pacific Tea Company, Inc. issued a press release announcing its unaudited fiscal 2006 third quarter and year to date results for the 12 and 40 weeks ended December 2, 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  January 9, 2007.

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:
	Name:	Brenda Galgano
	Title:	Senior Vice President And Chief Financial Officer
Dated: January 9, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 9, 2007.

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 1 - GAAP Earnings for the 12 and 40 weeks ended December 2, 2006 and December 3, 2005
(Unaudited)
(In thousands, except share amounts and store data)

		12 Weeks Ended						40 Weeks Ended
		December 2, 2006			December 3, 2005			December 2, 2006			December 3, 2005
Sales	$	1,543,004		$	1,580,942		$	5,242,149		$	7,132,824
Cost of merchandise sold		(1,078,439	)		(1,116,399	)		(3,658,042	)		(5,113,659	)
Gross margin		464,565			464,543			1,584,107			2,019,165
Store operating, general and administrative expense		(463,413	)		(546,100	)		(1,591,162	)		(2,283,928	)
Income (loss) from operations		1,152			(81,557)			(7,055)			(264,763)
(Loss) gain on sale of Canadian operations		(599	)		(6,083	)		(890	)		912,468
Interest expense		(17,171	)		(15,398	)		(56,221	)		(76,783	)
Interest income		1,845			4,803			8,472			9,146
Minority interest in earnings of consolidated franchisees		—			—			—			(1,131	)
Equity in earnings of Metro, Inc.		11,023			3,397			30,840			3,397
(Loss) income from continuing operations before income taxes		(3,750	)		(94,838	)		(24,854	)		582,334
Benefit from (provision for) income taxes		43,702			21,279			58,584			(152,885	)
Income (loss) from continuing operations		39,952			(73,559	)		33,730			429,449
Discontinued operations:
Income from operations of discontinued businesses,  net of tax		755			1,972			357			1,704
Gain on disposal of discontinued businesses, net of tax		—			577			—			577
Income from discontinued operations		755			2,549			357			2,281
Net income (loss)	$	40,707		$	(71,010	)	$	34,087		$	431,730
Net income (loss) per share - basic:
Continuing operations	$	0.96		$	(1.80)		$	0.81		$	10.71
Discontinued operations		0.02			0.06			0.01			0.06
Net income (loss) per share - basic	$	0.98		$	(1.74)		$	0.82		$	10.77
Net income (loss) per share - diluted:
Continuing operations	$	0.95		$	(1.80	)	$	0.80		$	10.56
Discontinued operations		0.02			0.06			0.01			0.06
Net income (loss) per share - diluted	$	0.97		$	(1.74	)	$	0.81		$	10.62
Weighted average common shares outstanding - basic		41,499,554			40,997,714			41,403,346			40,075,391
Weighted average common shares outstanding - diluted		42,020,446			40,997,714			41,904,766			40,634,565
Gross margin rate		30.11	%		29.38	%		30.22	%		28.31	%
Store operating, general and administrative expense rate		30.03	%		34.54	%		30.35	%		32.02	%
United States depreciation and amortization	$	40,556		$	46,274		$	135,775		$	153,100
Canada depreciation and amortization		—			—			—			10,942
Total A&P depreciation and amortization	$	40,556		$	46,274		$	135,775		$	164,042
The Number of stores operated at end of quarter		410			407			410			407

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

		December 2, 2006			February 25, 2006
Cash and short-term investments	$	93		$	230
Other current assets		753			980
Total current assets		846		1,210
Property-net		949			898
Equity investment in Metro, Inc.		367			339
Other assets		55			52
Total assets	$	2,217		$	2,499
Total current liabilities	$	568		$	610
Total non-current liabilities		1,227			1,217
Stockholders' equity		422			672
Total liabilities and stockholders' equity	$	2,217		$	2,499
Other Statistical Data
Total Debt and Capital Leases	$	407		$	282
Total Long Term Real Estate Liabilities		301			297
Temporary Investments and Marketable Securities		(92	)	(465		)
Net Debt	$	616		$	114
Total Retail Square Footage (in thousands)		16,737			16,509
Book Value Per Share	$	10.17		$	16.32
		For the 40			For the 40
		weeks ended			weeks ended
		December 2, 2006			December 3, 2005
Capital Expenditures	$	184		$	135

The Great Atlantic & Pacific Tea Company, Inc.
Schedule 3 - Reconciliation of GAAP (Loss) Income from Operations to Adjusted (Loss) Income from Operations
for the 12 and 40 weeks ended December 2, 2006 and December 3, 2005
(Unaudited)
(In thousands, except share amounts and store data)

		12 Weeks Ended						40 Weeks Ended
		December 2,			December 3,			December 2,			December 3,
		2006			2005			2006			2005
As reported income (loss) from operations	$	1,152		$	(81,557	)	$	(7,055	)	$	(264,763	)
Adjustments:
Midwest exit costs		4			18,781			77			104,896
Net restructuring costs, primarily related to the sale of the U.S. distribution operations to C&S		172			14,812			3,245			89,407
Labor buyout costs		230			—			4,474			—
Real estate related activity		(13,008)			3,688			(15,262)			(22,273)
Long-lived asset impairment		—			8,116			—			17,728
Early extinguishment of debt and write-off of deferred financing fees		—			3,113			—			32,570
Impact of Hurricane Katrina		(4,348	)		13,217			(4,348	)		18,167
VISA/Mastercard lawsuit settlement		—			(1,547	)		—			(1,547	)
Canadian dollar hedge		—			—			—			15,446
Canada income from operations		—			—			—			(57,224)
Total adjustments		(16,950	)		60,180			(11,814	)		197,170
Adjusted United States loss from operations	$	(15,798	)	$	(21,377	)	$	(18,869	)	$	(67,593	)
As reported United States depreciation and amortization	$	40,556		$	46,274		$	135,775		$	153,100

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 12 and 40 weeks ended December 2, 2006 and December 3, 2005
(Unaudited)
(In thousands, except share amounts and store data)

		12 Weeks Ended						40 Weeks Ended
		December 2,			December 3,			December 2,			December 3,
		2006			2005			2006			2005
Net cash used in operating activities	$	(59,730	)	$	(97,581	)	$	(42,864)		$	(157,462	)
Adjustments to calculate EBITDA:
Net interest expense		15,326			10,595			47,749			67,637
Asset disposition initiatives		1,201			(17,388	)		(3,719	)		(163,108	)
Long lived asset impairment charges		(845	)		(17,966	)		(3,410	)		(29,108	)
Loss on extinguishment of debt		—			—			—			(28,623	)
Loss on derivatives		—			—			—			(15,446	)
Gain (loss) on disposal of owned property		12,413			(1,591	)		23,238			25,836
(Benefit from) provision for income taxes		(43,702	)		(21,279	)		(58,584	)		152,885
Decrease (increase) in income tax reserve		44,276			17,585			61,545			(119,643	)
Other share based awards		(808	)		(2,043	)		(6,652	)		(6,970	)
Proceeds from dividends from Metro, Inc.		(1,659	)		(1,549	)		(5,067	)		(3,061)
Working capital changes
Accounts receivable		19,635			(2,333	)		(49,780	)		25,770
Inventories		37,662			(4,743	)		32,401			(33,432	)
Prepaid expenses and other current assets		4,695			8,394			16,486			15,890
Accounts payable		(8,313	)		15,297			10,221			89,717
Accrued salaries, wages, benefits and taxes		15,166			31,693			30,508			36,152
Other accruals		7,300			44,158			57,063			(8,558	)
Other assets		86			117			2,897			44
Other non-current liabilities		949			4,127			20,381			59,721
Other, net		(1,944	)		(776	)		(3,693	)		(8,962	)
Total A&P EBITDA		41,708			(35,283	)		128,720			(100,721
Adjustments:
Midwest exit costs		4			18,781			77			104,896
Net restructuring costs, primarily related to the sale of the U.S.
distribution operations to C&S		172			14,812			3,245			89,407
Labor buyout costs		230			—			4,474			—
Real estate related activity		(13,008	)		3,688			(15,262	)		(22,273	)
Long-lived asset impairment		—			8,116			—			17,728
Early extinguishment of debt and write-off of deferred financing fees		—			3,113			—			32,570
Impact of Hurricane Katrina		(4,348	)		13,217			(4,348	)		18,167
VISA/Mastercard lawsuit settlement		—			(1,547	)		—			(1,547	)
Canadian dollar hedge		—			—			—			15,446
Canada EBITDA		—			—			—			(68,166	)
Total adjustments		(16,950	)		60,180			(11,814	)		186,228
Adjusted United States ongoing operating EBITDA	$	24,758		$	24,897		$	116,906		$	85,507

EX-99.1

News

EXHIBIT 99.1

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
NET INCOME OF $41 MILLION FOR THIRD QUARTER
ENDED DECEMBER 2, 2006
–––
OPERATING INCOME CONTINUES TO IMPROVE, ESPECIALLY IN CORE
NORTHEAST OPERATIONS

MONTVALE, NJ – January 9, 2007 – The Great Atlantic & Pacific Tea Company, Inc. (A&P, NYSE Symbol: GAP) announced unaudited fiscal 2006 third quarter and year to date results for the 12 and 40 weeks ended December 2, 2006.

U.S. sales for the third quarter were $1.54 billion, compared with $1.58 billion in the third quarter of last year. U.S. comparable store sales decreased 3% vs. year-ago mainly due to the sales lift post Hurricane Katrina in its New Orleans operations and difficult economic conditions in its Midwest operations. Comparable store sales in its core Northeast operations were flat in the third quarter. Net income for the quarter was $41 million or $.97 per diluted share this year versus a loss of $71 million or $1.74 per diluted share last year. Net income for the current quarter includes a tax benefit of $45 million or $1.07 per share relating to the recognition of foreign tax credits arising from finalization, for income tax purposes, of the Accumulated Earnings and Profits of the Company’s Canadian operations, which was sold in August 2005.

The results for the third 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. loss from operations was $16 million in the third quarter of fiscal 2006 versus a loss of $21 million in last year’s third quarter. Adjusted U.S. ongoing operating EBITDA, which is reconciled to net cash from operating activities on Schedule 4 of the press release, was $25 million in the third quarter of fiscal 2006, comparable to the $25 million in last year’s third quarter.

U.S. sales for the 40 weeks year to date were $5.2 billion versus $5.4 billion in 2005. Total sales of $7.1 billion for last year included sales of $1.7 billion related to A&P Canada which was sold in August 2005. U.S. total comparable store sales decreased 0.2% on a year-to-date basis and were similarly impacted by the items stated above. Comparable store sales for the Northeast increased .7%. Net income for year to date 2006 was $34 million or $.81 per diluted share compared to income of $431.7 million or $10.62 per diluted share for 2005, which included the gain on the sale of A&P Canada.

Fiscal 2006 and fiscal 2005 year to date results include the non-operating items listed on Schedule 3 of the press release. Excluding these items, adjusted U.S. loss from operations was $19 million for year to date 2006 versus a loss of $68 million for 2005. Adjusted U.S. ongoing operating EBITDA, which is reconciled to net cash from operating activities on Schedule 4, was $117 million for year to date 2006 versus $86 million in 2005.

Management cited the continued execution of key financial and business development strategies as the driver of significant progress during the quarter, including:

• Net profitability in the quarter;

• The sixth consecutive quarter of operating income improvement;

• Strong earnings momentum in the Company’s Northeast operations;

• 11 conversions to the new fresh store format, with 26 conversions year to date generating strong double digit sales lift;

• The successful launch of the reformatted Food Basics discount format;

• The introduction of the new generation Food Emporium concept in Manhattan;

• Acquisition of six supermarkets increasing the Company’s market presence in Philadelphia;

• Ongoing cash and earnings flow from real estate and tax management strategies;

• Continued benefits of previous cost reduction measures and ongoing controls.

Christian Haub, Executive Chairman of the Board, said, “I am pleased with A&P’s continued progress in the 3^rd quarter towards our goal of sustainable profitability. While our sales performance was impacted by difficult comparisons to prior year results, we made solid progress in our core Northeast market. We made significant investments during the quarter in accordance with our strategy and these actions will contribute to sales and earnings growth in future periods. We achieved our sixth consecutive quarter of improved earnings, due in good measure to our merchandising evolution, our operating discipline and our ongoing expense controls. We remain focused on our turn-around strategy as well as the transformational consolidation opportunities that exist in our core Northeast markets.”

Eric Claus, President & Chief Executive Officer, said, “As previously mentioned, we remained focused on our operating, development and cost reduction strategies throughout the quarter. I am pleased with our progress as we remain on track with our long term strategic development and value creation. The renewal of our store network accelerated as we converted 11 stores to our new Fresh format. While the disruptions inherent in the remodeling process temporarily impacted volume in affected locations, we have consistently achieved renewed and profitable sales growth as work is completed – and look ahead to additional lift as we continue adding new generation fresh, discount and gourmet stores in our core markets. We also added six stores in our Philadelphia market late in the quarter strengthening our market position and contributing to future earnings growth. Finally, I am excited about the addition of Rebecca Philbert as Chief Merchandiser, whose experience with Safeway’s Lifestyle format will be an integral part of our capital and sales growth strategy.”

Founded in 1859, A&P is one of the nation’s first supermarket chains. The Company operates 410 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 11:00 AM Eastern Time today, at which members of the Company’s senior management team will discuss the Company’s third 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 February 6, 2007.

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.

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