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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended February 23, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from to
 Commission file number 1-4141
 THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
  Maryland
    
    13-1890974(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 
  
  Title of each class
    
    Name of each exchange on which registeredCommon Stock  $1 par value
    
    New York Stock Exchange5.125% Convertible Senior Notes, due June 15, 2011
    
    New York Stock Exchange6.750% Convertible Senior Notes, due December 15, 2012
    
    New York Stock Exchange9.125% Senior Notes, due December 15, 2011
    
    New York Stock Exchange9.375% Notes, due August 1, 2039
    
    New York Stock Exchange
 
 þ o
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
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PART I
 ITEM 1  Business
 General
  â â ä â â â â â â â
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3




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Equity issued to Pathmark common stock holders
    
    $
    217.5Issuance to Pathmark option holders
    
    
    8.9Issuance to Pathmark 2005 warrant holders
    
    
    177.0Issuance to Pathmark 2000 warrant holders
    
    
    1.1Total equity consideration
    
    $
    404.5Cash paid to redeem Pathmark debt
    
    
    474.2Cash paid to Pathmark common stockholders
at $9 per share
    
    
    470.8Cash paid to Pathmark option, restricted stock
and restricted stock unit holders
    
    
    22.0Cash paid for transaction fees,
excluding financing fees
    
    
    41.0Total cash consideration
    
    $
    1,008.0Total consideration
    
    $
    1,412.5
    www.aptea.com
 Modernization of Facilities
  4




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Sources of Supply
  Licenses and Trademarks
  Employees
  Competition
  Segment Information
     
    
    Our retail food business and the grocery retailing industry continues to experience fierce
competition from mass merchandisers, warehouse clubs, drug stores, convenience stores,
discount merchandisers, dollar stores, restaurants, other retail chains, nontraditional
competitors and emerging alternative
formats in the markets where we have retail operations. Competition with these outlets is based
on
 5




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price, store location, advertising and promotion, product mix, quality and service. Some of
these competitors may have greater financial resources, lower merchandise acquisition costs and
lower operating expenses than we do, and we may be unable to compete successfully in the future.
Price-based competition has also, from time to time, adversely affected our operating margins.
Competitors greater financial strengths enable them to participate in aggressive pricing
strategies selling inventory below costs to drive overall increased sales. Our continued
success is dependent upon our ability to effectively compete in this industry and to reduce
operating expenses, including managing health care and pension costs contained in our collective
bargaining agreements. The competitive practices and pricing in the food industry generally and
particularly in our principal markets may cause us to reduce our prices in order to gain or
maintain our market share of sales, thus reducing margins.
 
    
    Our in-store pharmacy business is also subject to intense competition. In particular, an
adverse trend for drug retailing has been significant growth in mail-order and internet-based
prescription processors. Pharmacies are exposed to risks inherent in the packaging and
distribution of pharmaceuticals and other healthcare products. In addition, the conversion of
various prescription drugs to over-the-counter medications, the withdrawal of certain drugs
from the market and changes in third party reimbursement levels for prescription drugs,
including changes in Medicare Part D or state Medicaid programs, may have a material adverse
effect on our business. Failure to properly adhere to Federal, State and local government
rules and regulations, applicable Medicare and Medicaid regulations could result in the
imposition of civil as well as criminal penalties.
 
    
    The retail food and food distribution industries, and the operation of our businesses,
specifically in the New York  New Jersey and Philadelphia regions, are sensitive to a number
of economic conditions and other factors such as (i.) food price deflation or inflation,
(ii.) softness in local and national economies, (iii.) increases in commodity prices,
(iv.) the availability of favorable credit and trade terms, (v.) changes in business plans,
operations, results and prospects, (vi.) potential delays in the development, construction or
start-up of planned projects, and (vii.) other economic conditions that may affect consumer
buying habits. Any one or more of these economic conditions can affect our retail sales, the
demand for products we distribute to our retail customers, our operating costs and other
aspects of our business.
 
    
    Acts of war, threats of terror, acts of terror or other criminal activity directed at the
grocery or drug store industry, the transportation industry, or computer or communications
systems, could increase security costs, adversely affect our operations, or impact consumer
behavior and spending as well as customer orders. Other events that give rise to actual or
potential food contamination, drug contamination, or food-borne illness could have an adverse
effect on our operating results.
 
    
    We could be adversely affected if consumers lose confidence in the safety and quality of
the food supply chain. Adverse publicity about these types of concerns, whether or not valid,
could discourage consumers from buying products in our stores. The real or perceived sale of
contaminated food products by us could result in a loss of consumer confidence and product
liability claims, which could have a material adverse effect on our sales and operations.
 
    
    Our operations subject us to various laws and regulations relating to the protection of the
environment, including those governing the management and disposal of hazardous materials and
the cleanup of contaminated sites. Under some environmental laws, such as the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, also known as CERCLA or the
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Superfund law, and similar state statues, responsibility for the entire cost of cleanup of a
contaminated site can be imposed upon any current or former site owners or operators, or upon
any party who sent waste to the site, regardless of the lawfulness of the original activities
that led to the contamination. From time to time we have been named as one of many potentially
responsible parties at Superfund sites, although our share of liability has typically been de
minimis. Although we believe that we are currently in substantial compliance with applicable
environmental requirements, future developments such as more aggressive enforcement policies,
new laws or discoveries of unknown conditions may require expenditures that may have a material
adverse effect on our business and financial condition.
 
    
    Our capital expenditures could differ from our estimate if development and remodel costs
vary from those budgeted, or if performance varies significantly from expectations or if we
are unsuccessful in acquiring suitable sites for new stores.
 
    
    Our ability to achieve our profit goals will be affected by (i.) our success in executing
category management and purchasing programs that we have underway, which are designed to
improve our gross margins and reduce product costs while making our product selection more
attractive to consumers, (ii.) our ability to achieve productivity improvements and reduce
shrink in our stores, (iii.) our success in generating efficiencies in our supporting
activities, and (iv.) our ability to eliminate or maintain a minimum level of supply and/or
quality control problems with our vendors.
 
    
    The majority of our employees are members of labor unions. While we believe that our
relationships with union leaderships and our employees are satisfactory, we operate under
collective bargaining agreements which periodically must be renegotiated. In the coming year,
we have several contracts expiring and under negotiation. In each of these negotiations,
rising health care and pension costs will be an important issue, as will the nature and
structure of work rules. We are hopeful, but cannot be certain, that we can reach
satisfactory agreements without work stoppages in these markets. However, the actual terms of
the renegotiated collective bargaining agreements, our future relationships with our employees
and/or a prolonged work stoppage affecting a substantial number of stores could have a
material effect on our results.
 
    
    The amount of contributions made to our pension and multi-employer plans will be affected
by the performance of investments made by the plans and the extent to which trustees of the
plans reduce the costs of future service benefits.
 
    
    Our Company is currently required to acquire a majority of our saleable inventory from one
supplier, C&S Wholesale Grocers, Inc. Although there are a limited number of distributors
that can supply our stores, we believe that other suppliers could provide similar product on
reasonable terms. However, a change in suppliers could cause a delay in distribution and a
possible loss of sales, which would affect operating results adversely.
 
    
    We have estimated our exposure to claims, administrative proceedings and litigation and
believe we have made adequate provisions for them, where appropriate. Unexpected outcomes in
both the costs and effects of these matters could result in an adverse effect on our earnings.
 
    
    The success of the merger with Pathmark will depend, in part, on the combined companys
ability to realize the anticipated benefits from combining the businesses of A&P and Pathmark,
including, anticipated annual integration synergies within two years, through cost reductions
in overhead, greater efficiencies, increased utilization of support facilities and the
adoption of mutual best
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practices between the two companies. These integration matters could
have a material adverse effect on our business.
 
    
    Following the closing of the acquisition of Pathmark, Tengelmann, A&Ps former majority
stockholder, owned beneficially and of record a substantial percentage of our common stock on
a fully diluted basis. As a result of this equity ownership and our stockholder agreement
with Tengelmann, Tengelmann has the power to significantly influence the results of
stockholder votes and the election of our board of directors, as well as transactions
involving a potential change of control of our Company. Tengelmann may support strategies and
directions for our Company which are in its best interests but which are opposed to other
stockholder interests.
 
    
    Our substantial indebtedness could impair our financial condition and our ability to
fulfill our debt obligations. Our indebtedness could make it more difficult for us to satisfy
our obligations, which could in turn result in an event of default on our obligations, require
us to dedicate a substantial portion of our cash flow from operations to debt service
payments, thereby reducing the availability of cash for working capital, capital expenditures,
acquisitions, general corporate purposes or other purposes, impair our ability to obtain
additional financing in the future for working capital, capital expenditures, acquisitions,
general corporate purposes or other purposes, diminish our ability to withstand a downturn in
our business, the industry in which we operate or the economy generally, limit our flexibility
in planning for, or reacting to, changes in our business and the industry in which we operate,
and place us at a competitive disadvantage compared to certain competitors that have
proportionately less debt. Our New Credit Agreement (Credit Agreement) contains restrictive
covenants customary for facilities of that type which limit our ability to incur additional
debt, pay dividends, grant additional liens, make investments and take other actions. These
restrictions may limit our flexibility to undertake future financings and take other actions.
If we are unable to meet our debt service obligations, we could be forced to restructure or
refinance our indebtedness, seek additional equity capital or sell assets. We may be unable to
obtain financing or sell assets on satisfactory terms, or at all. In addition, our Credit
Agreement bears interest at a variable rate. If market interest rates increase, such
variable-rate debt will have higher debt service requirements, which could adversely affect
our cash flow. While we may enter into agreements limiting our exposure to higher interest
rates, any such agreements may not offer complete protection from this risk.
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
    
    We are the primary obligor for a significant amount of closed stores and warehouses under
long-term leases, primarily located in the Midwest. Our ability to sublet or assign these
leases depends on the economic conditions of the real estate markets in which these leases are
located. We have estimated our obligation under these leases, net of expected subleases and
we have reserved for them, where appropriate. Unexpected changes in the marketplace or with
individual sublessors could result in an adverse effect on our earnings.
 
    
    Fluctuating fuel costs may adversely affect our operating costs since we incur the cost of
fuel in connection with the transportation of goods from our warehouse and distribution
facilities to our stores. In addition, operations at our stores are sensitive to rising
utility fuel costs due to the amount
of electricity and gas required to operate our stores. We may not be able to recover these
rising utility and fuel costs through increased prices charged to our customers. Our
profitability is particularly sensitive to the cost of oil. Oil prices directly affect our
product transportation costs and fuel costs due to the amount of electricity and gas required to
operate our stores as well as our utility and petroleum-based supply costs; including plastic
bags for example.
 
    
    We are subject to federal, state and local laws and regulations relating to zoning, land
use, environmental protection, work place safety, public health, community right-to-know, beer
and wine sales, pharmaceutical sales and gasoline station operations. A number of states and
local jurisdictions regulate the licensing of supermarkets, including beer and wine license
grants. In addition, under certain local regulations, we are prohibited from selling beer and
wine in certain of our stores. Employers are also subject to laws governing their relationship
with employees, including minimum wage requirements, overtime, working conditions, disabled
access and work permit requirements. Compliance with these laws could reduce the revenue and
profitability of our supermarkets and could otherwise adversely affect our business, financial
condition or results of operations. In addition, any changes in these law or regulations
could significantly increase our compliance costs and adversely affect our results of
operations, financial condition and liquidity.
 
    
    We have large, complex information technology systems that are important to business
operations. We could encounter difficulties developing new systems and encounter difficulties
maintaining, upgrading or securing our existing systems. Such difficulties could lead to
significant expenses or losses due to disruption in our business operations.
 
    
    Our articles of incorporation permit our board of directors to issue preferred shares
without first obtaining stockholder approval. If we issued preferred shares, these additional
securities may have dividend or liquidation preferences senior to our common stock. If we
issue convertible preferred shares, a subsequent conversion may dilute the current common
stockholders interest. Issuance of such preferred stock could adversely affect the price of
our common stock.
  ITEM 1B  Unresolved Staff Comments
  9




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ITEM 2  Properties
  Stores, Not Including Stores in Owned Shopping CentersLand and building owned
    
    
    14Building owned and land leased
    
    
    22Total stores
    
    
    36Shopping CentersLand and building owned
    
    
    7Building owned and land leased
    
    
    2Total shopping centers
    
    
    9Administrative and Other PropertiesLand and building owned
    
    
    6Undeveloped land
    
    
    9Total other properties
    
    
    15Total Properties
    
    
    60
   Company Stores:
 New England States:Connecticut
    
    
    25Massachusetts
    
    
    2Total
    
    
    27Middle Atlantic States:District of Columbia
    
    
    2Delaware
    
    
    12Maryland
    
    
    29New Jersey
    
    
    154New York
    
    
    175Pennsylvania
    
    
    47Virginia
    
    
    1Total
    
    
    420Total Stores
    
    
    447
 â
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ITEM 3  Legal Proceedings
  ITEM 4  Submission of Matters to a Vote of Security Holders
  ITEM 4A  Executive Officers of the Registrant
  Name
    
    Age
    
    Current PositionChristian Haub
    
    
    44
    
    
    Executive ChairmanEric Claus
    
    
    51
    
    
    President and Chief Executive OfficerBrenda Galgano
    
    
    39
    
    
    Senior Vice President and Chief Financial OfficerAndreas Guldin
    
    
    46
    
    
    Executive Managing Director, Strategy & DevelopmentJennifer MacLeod
    
    
    47
    
    
    Senior Vice President, Marketing and CommunicationsRebecca Philbert
    
    
    46
    
    
    Senior Vice President, Merchandising & Supply & LogisticsAllan Richards
    
    
    44
    
    
    Senior Vice President, Human Resources, Labor
Relations, Legal Services & SecretaryPaul Wiseman
    
    
    47
    
    
    Senior Vice President, Store OperationsWilliam Moss
    
    
    60
    
    
    Vice President and TreasurerMelissa Sungela
    
    
    42
    
    
    Vice President and Corporate Controller
  11




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12




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PART II
 ITEM 5  Market for the Registrants Equity and Related Stockholder Matters and Issuer Purchases of
Equity Securities
      As of February 23, 2008Weighted AverageNumber of
    
    
    Exercise Price
    
    
    Number ofSecurities
    
    
    of Outstanding
    
    
    Securitiesto be Issued
    
    
    Options and
    
    
    Available toUpon Exercises
    
    
    Rights
    
    
    GrantPlan
Category1994 Stock Option Plan for officers and key employees
    
    
    225,552
    
    
    $
    18.46
    
    
    
    
    *1998 Long Term Incentive and Share Award Plan
    
    
    2,582,106
    
    
    
    21.00
    
    
    
    4,341,3971994 Stock Option Plan for Board of Directors
    
    
    20,285
    
    
    
    11.72
    
    
    
    93,093Pathmark Rollover Options
    
    
    905,013
    
    
    
    31.58
    
    
    
    Series A Warrants
    
    
    4,657,378
    
    
    
    18.36
    
    
    
    Series B Warrants
    
    
    6,965,858
    
    
    
    32.40
    
    
    
    Pathmark 2000 Warrants
    
    
    5,294,118
    
    
    
    22.31
    
    
    
    Total Outstanding as of February 23, 2008
    
    
    20,650,310
    
    
    $
    25.01
    
    
    
    4,434,490
 
 *
    
    On March 17, 2004, the plan expired. 13




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Stock Performance Graph
  
  Last Business Day of
    
    S&P 500
    
    A&P
    
    Peer GroupFiscal Year
    
    $
    
    $
    
    $02/21/03
    
    100
    
    100
    
    10002/27/04
    
    135
    
    156
    
    15002/25/05
    
    143
    
    226
    
    16602/24/06
    
    152
    
    634
    
    28102/23/07
    
    171
    
    750
    
    34502/22/08
    
    160
    
    671
    
    304
  14




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ITEM 6  Selected Financial Data
  ITEM 7  Managements Discussion and Analysis of Financial Condition and Results of Operations
  ITEM 7A  Quantitative and Qualitative Disclosures About Market Risk
  ITEM 8  Financial Statements and Supplementary Data
 (a)
    
    Financial Statements: The financial statements required to be filed herein are
described in Part IV, Item 15 of this report and are incorporated herein by reference to
the Annual Report. Except for the sections included herein by reference, our Fiscal 2007
Annual Report to Stockholders is not deemed to be filed as part of this report.(b)
    
    Supplementary Data: The information required is contained under the caption Summary
of Quarterly Results in the Fiscal 2007 Annual Report to Stockholders and is herein
incorporated by reference.
 ITEM 9  Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
  ITEM 9A  Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  15




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Incorporation by reference of Managements Annual Report on Internal Control over Financial
Reporting
  16




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Changes in Internal Control over Financial Reporting
   ITEM 9B  Other Information
  PART III
 ITEM 10  Directors, Executive Officers and Corporate Governance
  Code of Business Conduct and Ethics
 www.aptea.com
  ITEM 11  Executive Compensation
  17




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ITEM 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  ITEM 13  Certain Relationships and Related Transactions and Director Independence
  ITEM 14  Principal Accounting Fees and Services
  PART IV
 ITEM 15  Exhibits and Financial Statement Schedules
 (a) Documents filed as part of this report:
 1)
    
    Financial Statements: The following Consolidated Financial Statements, related Notes
and Report of Independent Registered Public Accounting Firm are included in the Annual
Report and are incorporated by reference into Item 8 of Part II of this Annual Report on
Form 10-K.
 
 2)
    
    Financial Statement Schedule:Schedule II           Valuation and Qualifying Accounts and ReservesAll other schedules are omitted because they are not required or do not apply, or the
required information is included elsewhere in the Consolidated Financial Statements or
Notes thereto.
 3)
    
    Exhibits:
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EXHIBIT NO.
    
    DESCRIPTION2.1
    
    Stock Purchase Agreement, dated as of July 19, 2005, by and among the
Company, A&P Luxembourg S.a.r.l., Metro Inc. and 4296711 Canada Inc. (incorporated
herein by reference to Exhibit 2.1 to Form 8-K filed on July 22, 2005)3.1
    
    Articles of Incorporation of The Great Atlantic & Pacific Tea Company,
Inc., as amended through July 1987 (incorporated herein by reference to Exhibit 3(a)
to Form 10-K filed on May 27, 1988)3.2
    
    By-Laws of The Great Atlantic & Pacific Tea Company, Inc., as amended and
restated through October 6, 2005 (incorporated herein by reference to Exhibit 3.1 to
Form 8-K filed on October 11, 2005)4.1
    
    Indenture, dated as of January 1, 1991, between the Company and JPMorgan
Chase Bank (formerly The Chase Manhattan Bank as successor by merger to Manufacturers
Hanover Trust Company), as trustee (the Indenture) (incorporated herein by
reference to Exhibit 4.1 to Form 8-K, filed on January 1, 1991)4.2
    
    First Supplemental Indenture, dated as of December 4, 2001, to the
Indenture, between the Company and JPMorgan Chase Bank, relating to the 7.70% Senior
Notes due 2004 (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on
December 4, 2001)4.3
    
    Second Supplemental Indenture, dated as of December 20, 2001, to the
Indenture between the Company and JPMorgan Chase Bank, relating to the 9
1/8% Senior Notes due 2011 (incorporated herein by reference to
Exhibit 4.1 to Form 8-K filed on December 20, 2001)4.4
    
    Successor Bond Trustee (incorporated herein by reference to Exhibit 4.4 to
Form 10-K filed on May 9, 2003)4.5
    
    Third Supplemental Indenture, dated as of August 23, 2005, to the Indenture
between the Company and Wilmington Trust Company (as successor to JPMorgan Chase
Bank) (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on August
23, 2005)4.6
    
    Fourth Supplemental Indenture, dated as of August 23, 2005, to the
Indenture between the Company and Wilmington Trust Company (as successor to JPMorgan
Chase Bank) (incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on
August 23, 2005)4.7
    
    Indenture, dated as of December 18, 2007, among The Great Atlantic &
Pacific Tea Company, Inc. and Wilmington Trust Company, as Trustee (incorporated
herein by reference to Exhibit 4.1 to Form 8-K filed on December 17, 2007)
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EXHIBIT NO.
    
    DESCRIPTION4.8
    
    First Supplemental Indenture, dated as of December 18, 2007, among The
Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company, as Trustee,
relating to the 5.125% Senior Convertible Notes due 2011 (incorporated herein by
reference to Exhibit 4.2 to Form 8-K filed on December 17, 2007)4.9
    
    Second Supplemental Indenture, dated as of December 18, 2007, among The
Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company, as Trustee,
relating to the 6.75% Senior Convertible Notes due 2011 (incorporated herein by
reference to Exhibit 4.4 to Form 8-K filed on December 17, 2007)4.10
    
    Form of Global 5.125% Senior Convertible Note due 2011 (incorporated herein
by reference to Exhibit 4.3 to Form 8-K filed on December 17, 2007)4.11
    
    Form of Global 6.75% Senior Convertible Note due 2012 (incorporated herein
by reference to Exhibit 4.5 to Form 8-K filed on December 17, 2007)10.1
    
    Executive Employment Agreement, made and entered into as of the
15th day of August, 2005, by and between the Company and Mr. Eric Claus
(incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on September 9,
2005) and a technical amendment (incorporated herein by reference to Exhibit 10.1 to
Form 10-K filed on May 9, 2006)10.2
    
    Employment Agreement, made and entered into as of the 16th day of June,
2003, by and between the Company and Brenda Galgano (incorporated herein by reference
to Exhibit 10.9 to Form 10-Q filed on October 17, 2003)10.3
    
    Employment Agreement, made and entered into as of the 14th day
of May, 2001, by and between the Company and John E. Metzger, as amended February 14,
2002 (Metzger Agreement) (incorporated herein by reference to Exhibit 10.13 to Form
10-K filed on July 5, 2002)10.4
    
    Amendment to John E. Metzger Agreement dated October 25, 2004 (incorporated
herein by reference to Exhibit 10.12 to Form 10-K filed on May 10, 2005)10.5
    
    Employment Agreement, made and entered into as of the 25th day
of January, 2006, by and between the Company and Jennifer MacLeod (incorporated
herein by reference to Exhibit 10.13 to Form 10-K filed on May 9, 2006)10.6
    
    Employment Agreement, made and entered into as of the 1st day of
March 2005, by and between the Company and William J. Moss (incorporated herein by
reference to Exhibit 10.13 to Form 10-K filed on May 10, 2005)
 20




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EXHIBIT NO.
    
    DESCRIPTION10.7
    
    Employment Agreement, made and entered into as of the 11th day
of December, 2006, by and between the Company and Rebecca Philbert, (incorporated
herein by reference to Exhibit 10.15 to Form 10-K filed on April 25, 2007)10.8*
    
    Offer letter, made as of the 21st day of November, 2006 and
entered into as of the 11th day of December, 2006, by and between the
Company and Rebecca Philbert, as filed herein.10.9
    
    Employment Agreement, made and entered into as of the 4th day of January 2006, by and between the Company and Melissa E. Sungela
(incorporated herein by reference to Exhibit 10.17 to Form 10-Q filed on January 6, 2006)10.10
    
    Employment Agreement, made and entered into as of the 12th day of September 2005, by and between the Company and Paul Wiseman
(incorporated herein by reference to Exhibit 10.17 to Form 10-Q filed on October 18, 2005)10.11
    
    Employment Agreement, made and entered into as of the 2nd day of December 2004, by and between the Company and Allan Richards
(incorporated herein by reference to Exhibit 10.18 to Form 10-Q filed on October 18, 2005)10.12
    
    Employment Agreement, made and entered into as of the 2nd day of December 2004, by and between the Company and Stephen Slade
(incorporated herein by reference to Exhibit 10.19 to Form 10-Q filed on October 18, 2005)10.13
    
    Supplemental Executive Retirement Plan effective as of September 1, 1997
(incorporated herein by reference to Exhibit 10.B to Form 10-K filed on May 27, 1998)10.14
    
    Supplemental Retirement and Benefit Restoration Plan effective as of
January 1, 2001 (incorporated herein by reference to Exhibit 10(j) to Form 10-K filed
on May 23, 2001)10.15
    
    1994 Stock Option Plan (incorporated herein by reference to Exhibit 10(e)
to Form 10-K filed on May 24, 1995)10.16
    
    1998 Long Term Incentive and Share Award Plan (incorporated herein by
reference to Exhibit 10(k) to Form 10-K filed on May 19, 1999, to Appendix B to the
Proxy Statement dated May 27, 2005 and to Appendix B to the Proxy Statement dated May
25, 2006)10.17
    
    Form of Stock Option Grant (incorporated herein by reference to Exhibit
10.20 to Form 10-K filed on May 10, 2005)
 21




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EXHIBIT NO.
    
    DESCRIPTION10.18
    
    Description of 2005 Turnaround Incentive Compensation Program
(incorporated herein by reference to Exhibit 10.21 to Form 10-K filed on May 10,
2005)10.19
    
    Form of Restricted Share Unit Award Agreement (incorporated herein by
reference to Exhibit 10.22 to Form 10-K filed on May 10, 2005)10.20
    
    Description of 2006 Long Term Incentive Plan (incorporated herein by
reference to Exhibit 10.28 to Form 10-Q filed on July 21, 2006)10.21
    
    Form of 2006 Restricted Share Unit Award Agreement (incorporated herein by
reference to Exhibit 10.29 to Form 10-Q filed on July 21, 2006)10.22
    
    1994 Stock Option Plan for Non-Employee Directors (incorporated herein by
reference to Exhibit 10(f) to Form 10-K filed on May 24, 1995)10.23
    
    2004 Non-Employee Director Compensation effective as of July 14, 2004
(incorporated herein by reference to Exhibit 10.15 to Form 10-Q filed on July 29,
2004 and to Appendix C to the Proxy Statement dated May 25, 2006)10.24
    
    Description of Management Incentive Plan (incorporated herein by reference
to Exhibit 10.30 to Form 10-K filed on May 9, 2006)10.25
    
    Asset Purchase Agreement, dated as of June 27, 2005, by and between the
Company, Ocean Logistics LLC and C&S Wholesale Grocers, Inc. (incorporated herein by
reference to Exhibit 10.38 to Form 10-Q/A filed on June 25, 2007)10.26
    
    Supply Agreement, dated as of June 27, 2005, by and between the Company
and C&S Wholesale Grocers, Inc. (incorporated herein by reference to Exhibit 10.39 to
Form 10-Q/A filed on June 25, 2007)10.27
    
    Information Technology Transition Services Agreement by and between The
Great Atlantic and Pacific Tea Company, Limited (A&P Canada) and Metro, Inc.
entered into on August 15, 2005 (incorporated herein by reference to Exhibit 10.40 to
Form 10-Q filed on October 18, 2005)10.28
    
    Investor Agreement by and between A&P Luxembourg S.a.r.l., a wholly owned
subsidiary of the Company, and Metro, Inc. entered into on August 15, 2005
(incorporated herein by reference to Exhibit 10.41 to Form 10-Q filed on October 18,
2005)10.29
    
    Commitment letter dated as of March 4, 2007, by and between the Company
and Pathmark Stores, Inc. (incorporated herein by reference to Exhibit 10.1 to Form
8-K filed on March 6, 2007)
 22




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##### 



EXHIBIT NO.
    
    DESCRIPTION10.30
    
    Employment Agreement, made and entered into as of the 1st day
of May 2007, by and between the Company and Andreas Guldin (incorporated herein by
reference to Exhibit 10.1 to Form 8-K filed on May 7, 2007)10.31
    
    Credit Agreement dated as of December 3, 2007 among The Great Atlantic &
Pacific Tea Company, Inc., and the other Borrowers party thereto, as Borrowers and
the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and
Collateral Agent and Banc of America Securities LLC as Lead Arranger (incorporated
herein by reference to Exhibit 10.1 to Form 8-K/A Amendment No. 2 filed on December
7, 2007)10.32
    
    Amended and Restated Credit Agreement dated as of December 27, 2007 among
The Great Atlantic & Pacific Tea Company, Inc., and the other Borrowers party
thereto, as Borrowers and the Lenders party thereto, and Bank of America, N.A., as
Administrative Agent and Collateral Agent and Banc of America Securities LLC as Lead
Arranger (incorporated herein by reference to Exhibit 10.45 to Form 10-Q filed on
January 8, 2008)10.33
    
    Senior Secured Bridge Credit Agreement, dated as of December 3, 2007,
among The Great Atlantic & Pacific Tea Company, Inc., The Lenders from time to time
party thereto, Bank of America, N.A., as Administrative Agent, and Lehman Commercial
Paper Inc., as Syndication Agent (incorporated herein by reference to Exhibit 10.2
to Form 8-K/A Amendment No. 2 filed on December 7, 2007)10.34
    
    Confirmation of Issuer Warrant Transaction for 2011 Notes, dated December
12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of
America, N.A. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on
December 12, 2007)10.35
    
    Amendment to Confirmation of Issuer Warrant Transaction (2011), dated as
of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc.
and Bank of America, N.A. (incorporated herein by reference to Exhibit 10.3 to Form
8-K filed on December 17, 2007)10.36
    
    Confirmation of Issuer Warrant Transaction for 2012 Notes, dated December
12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of
America, N.A. (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on
December 12, 2007)10.37
    
    Amendment to Confirmation of Issuer Warrant Transaction (2012), dated as
of December 17, 2007, by and between The Great Atlantic & Pacific Tea
Company, Inc. and Bank of America, N.A. (incorporated herein by reference
to Exhibit 10.4 to Form 8-K filed on December 17, 2007)10.38
    
    Confirmation of Issuer Warrant Transaction for 2011 Notes dated December
12, 2007, by and between The Great Atlantic & Pacific Tea
Company, Inc. and Lehman
Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.3 to
Form 8-K filed on December 12, 2007)
 23




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##### 



EXHIBIT NO.
    
    DESCRIPTION10.39
    
    Amendment to Confirmation of Issuer Warrant Transaction (2011) dated as of
December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit
10.5 to Form 8-K filed on December 17, 2007)10.40
    
    Confirmation of Issuer Warrant Transaction for 2012 Notes dated December
12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Lehman
Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.4 to
Form 8-K filed on December 12, 2007)10.41
    
    Amendment to Confirmation of Issuer Warrant Transaction (2012) dated as of
December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit
10.6 to Form 8-K filed on December 17, 2007)10.42
    
    Confirmation of Convertible Bond Hedge Transaction for 2011 Notes, dated
December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Bank of America, N.A. (incorporated herein by reference to Exhibit 10.5 to Form 8-K
filed on December 12, 2007)10.43
    
    Confirmation of Convertible Bond Hedge Transaction for 2012 Notes, dated
December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Bank of America, N.A. (incorporated herein by reference to Exhibit 10.6 to Form 8-K
filed on December 12, 2007)10.44
    
    Confirmation of Convertible Bond Hedge Transaction for 2011 Notes, dated
December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit
10.7 to Form 8-K filed on December 12, 2007)10.45
    
    Confirmation of Convertible Bond Hedge Transaction for 2012 Notes, dated
December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit
10.8 to Form 8-K filed on December 12, 2007)10.46
    
    Share Lending Agreement, dated December 12, 2007, by and between The Great
Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A. (incorporated herein
by reference to Exhibit 10.9 to Form 8-K filed on December 12, 2007)
 24




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##### 



EXHIBIT NO.
    
    DESCRIPTION10.47
    
    Amendment No. 1 to Share Lending Agreement dated as of December 18, 2007,
between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on December 17,
2007)10.48
    
    Share Lending Agreement, dated December 12, 2007, by and between The Great
Atlantic & Pacific Tea Company, Inc., Lehman Brothers International (Europe) Limited
and Lehman Brothers Inc. (incorporated herein by reference to Exhibit 10.10 to Form
8-K filed on December 12, 2007)10.49
    
    Amendment No. 1 to Share Lending Agreement dated as of December 18, 2007,
among The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers
International (Europe) Limited, as borrower, and Lehman Brothers Inc., as borrowing
agent (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on December
17, 2007)
 
 11**
    
    Statement re computation of per share earnings13*
    
    Fiscal 2007 Annual Report to Stockholders14*
    
    Code of Business Conduct and Ethics18
    
    Preferability Letter Issued by PricewaterhouseCoopers LLP (incorporated
herein by reference to Exhibit 18 to Form 10-Q filed on July 29, 2004)21*
    
    Subsidiaries of Registrant23.1*
    
    Consent of Independent Registered Public Accounting Firm from
PricewaterhouseCoopers LLP31.1*
    
    Certification of the Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2*
    
    Certification of the Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 200232*
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 200299.2
    
    Metro, Inc. September 29, 2007 Consolidated Financial
Statements to be filed*
    
    Filed with this 10-K**
    
    Information required to be presented in Exhibit 11 is included in Exhibit
13 under Note  1 Summary of Significant Accounting Policies, in accordance with
Statement of Accounting Standards No. 128, Earnings Per Share. 25




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##### 



Report of Independent Registered Public Accounting Firm on
Financial Statement Schedule
 
  
 
 26




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##### 



Schedule II
 The Great Atlantic & Pacific Tea Company, Inc.
 Valuation and Qualifying Accounts and Reserves
Years Ended February 25, 2006, February 24, 2007, and February 23, 2008
(in thousands)
 Additions
    
    AdditionsAllowance for
    
    
    
    
    
    Charged to
    
    Charged toBad Debts for
    
    Beginning
    
    Costs &
    
    Other
    
    
    
    
    
    
    
    
    
    Foreign
    
    EndingYear Ended
    
    Balance
    
    Expenses
    
    Accounts
    
    Deductions (1)
    
    Adjustments
    
    Exchange
    
    BalanceFeb. 25, 2006
    
    
    5,713
    
    
    
    3,913
    
    
    
    
    
    
    
    (159
    )
    
    
    (2,461
    ) (2)
    
    
    36
    
    
    
    7,042Feb. 24, 2007
    
    
    7,042
    
    
    
    (1,072
    )
    
    
    
    
    
    
    (1,456
    )
    
    
    
    
    
    
    
    
    
    
    4,514Feb. 23, 2008
    
    
    4,514
    
    
    
    2,059
    
    
    
    
    
    
    
    (993
    )
    
    
    284
    (4)
    
    
    
    
    
    
    5,864
 Additions
    
    AdditionsStock Loss
    
    
    
    
    
    Charged to
    
    Charged toReserve for
    
    Beginning
    
    Costs &
    
    Other
    
    
    
    
    
    
    
    
    
    Foreign
    
    EndingYear Ended
    
    Balance
    
    Expenses
    
    Accounts
    
    Deductions
    
    Adjustments
    
    Exchange
    
    BalanceFeb. 25, 2006
    
    
    9,889
    
    
    
    5,437
    
    
    
    
    
    
    
    
    
    
    
    (1,441
    ) (2)
    
    
    48
    
    
    
    13,933Feb. 24, 2007
    
    
    13,933
    
    
    
    (1,171
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,762Feb. 23, 2008
    
    
    12,762
    
    
    
    1,455
    
    
    
    
    
    
    
    
    
    
    
    1,500
    (4)
    
    
    
    
    
    
    15,717
 Additions
    
    AdditionsLIFO
    
    
    
    
    
    Charged to
    
    Charged toReserve for
    
    Beginning
    
    Costs &
    
    Other
    
    
    
    
    
    
    
    
    
    Foreign
    
    EndingYear Ended
    
    Balance
    
    Expenses
    
    Accounts
    
    Deductions
    
    Adjustments
    
    Exchange
    
    BalanceFeb. 25, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Feb. 24, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Feb. 23, 2008
    
    
    
    
    
    
    2,310
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,310
 Deferred Tax
    
    
    
    
    
    Additions
    
    AdditionsValuation
    
    
    
    
    
    Charged to
    
    Charged toAllowance for
    
    Beginning
    
    Costs &
    
    Other
    
    
    
    
    
    
    
    
    
    Foreign
    
    EndingYear Ended
    
    Balance
    
    Expenses
    
    Accounts
    
    Deductions (3)
    
    Adjustments
    
    Exchange
    
    BalanceFeb. 25, 2006
    
    
    318,809
    
    
    
    18,652
    
    
    
    
    
    
    
    (260,441
    )
    
    
    
    
    
    
    
    
    
    
    77,020Feb. 24, 2007
    
    
    77,020
    
    
    
    19,130
    
    
    
    
    
    
    
    (21,795
    )
    
    
    
    
    
    
    
    
    
    
    74,355Feb. 23, 2008
    
    
    74,355
    
    
    
    78,389
    
    
    
    152,514
    (5)
    
    
    (250,392
    )
    
    
    
    
    
    
    
    
    
    
    54,866
 27




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##### 



(1)
    
    Deductions to Allowance for Bad Debts represent write-offs of accounts receivable
balances.(2)
    
    We sold our Canadian operations on August 13, 2005 and as a result, the Canadian
balances are no longer consolidated in our Consolidated Balance Sheet at February 25, 2006.(3)
    
    For the year ended February 25, 2006, deductions to the Deferred Tax Valuation
Allowance represent utilization of net operating loss carryforwards as a result of the sale
of our Canadian operations. For the year ended February 24, 2007, deductions to the
Deferred Tax Valuation Allowance represent several reclassifications to various balance
sheet items. For the year ended February 23, 2008 the adjustment represents the reduction
in the Valuation Allowance and reserves acquired in connection with
our purchase of Pathmark Stores, Inc.(4)
    
    For the year ended February 23, 2008, the adjustments represent reserves acquired in
connection with our purchase of Pathmark Stores, Inc.(5)
    
    Primarily represents the impact of the adoption of FIN 48, Accounting for Uncertain
Tax Positions. 28




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##### 



SIGNATURES
  The Great Atlantic & Pacific Tea Company, Inc.
                              (registrant)Date:  May 8, 2008
    By:
    /s/ Brenda M. GalganoBrenda M. Galgano, Senior Vice President,Chief Financial Officer  /s/ Christian W.E. Haub
    
    Executive Chairman
    
    Date: May 8, 2008Christian W.E. Haub/s/ Eric Claus
    
    President and Chief Executive Officer
    
    Date: May 8, 2008Eric ClausEric Claus/s/ Brenda M. Galgano
    
    Senior Vice President, Chief Financial Officer
    
    Date: May 8, 2008Brenda M. Galgano/s/ Melissa E. Sungela
    
    Vice President, Corporate Controller
    
    Date: May 8, 2008Melissa E. Sungela/s/ John D. Barline
    
    Director
    
    Date: May 8, 2008John D. Barline/s/ Jens-Jürgen Böckel
    
    Director
    
    Date: May 8, 2008Jens-Jürgen Böckel/s/ Bobbie A. Gaunt
    
    Director
    
    Date: May 8, 2008Bobbie A. Gaunt/s/ Andreas Guldin
    
    Director
    
    Date: May 8, 2008Andreas Guldin/s/ Dan P. Kourkoumelis
    
    Director
    
    Date: May 8, 2008Dan P. Kourkoumelis/s/ Edward Lewis
    
    Director
    
    Date: May 8, 2008Edward Lewis/s/ Gregory Mays
    
    Director
    
    Date: May 8, 2008Gregory Mays/s/ Maureen B. Tart-Bezer
    
    Director
    
    Date: May 8, 2008Maureen B. Tart-Bezer
 29