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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 24, 2007
 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.)
 
 Registrants
telephone number, including area code:  201-573-9700
 
  Title of each class
    
    Name of each exchange on which registeredCommon Stock  $1 par value
    
    New York Stock Exchange7.75% Notes, due April 15, 2007
    
    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
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TABLE OF CONTENTS  PART IITEM 1  BusinessITEM 1A  Risk FactorsITEM 1B  Unresolved Staff CommentsITEM 2  PropertiesITEM 3  Legal ProceedingsITEM 4  Submission of Matters to a Vote of Security HoldersPART IIITEM 5  Market for the Registrants Equity and Related Stockholder Matters and Issuer Purchases of Equity SecuritiesITEM 6  Selected Financial DataITEM 7  Managements Discussion and Analysis of Financial Condition and Results of OperationsITEM 7A  Quantitative and Qualitative Disclosures About Market RiskITEM 8  Financial Statements and Supplementary DataITEM 9  Changes in and Disagreements with Accountants on Accounting and Financial DisclosureITEM 9A  Controls and ProceduresITEM 9B  Other InformationPART IIIITEM 10  Directors and Executive Officers and Corporate GovernanceITEM 11  Executive CompensationITEM 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersITEM 13  Certain Relationships and Related Transactions and Director IndependenceITEM 14  Principal Accounting Fees and ServicesPART IVITEM 15  Exhibits and Financial Statement SchedulesSIGNATURESEX-4.8: FIRST AMENDMENT TO CREDIT AGREEMENTEX-4.9: SECOND AMENDMENT TO CREDIT AGREEMENTEX-10.15: EMPLOYMENT AGREEMENTEX-10.39: FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENTEX-10.40: SECOND AMENDMENT TO LETTER OF CREDIT AGREEMENTEX-13: FISCAL 2006 ANNUAL REPORT TO STOCKHOLDERSEX-14: CODE OF BUSINESS CONDUCT AND ETHICSEX-21: SUBSIDIARIES OF THE REGISTRANTEX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FROM PRICEWATERHOUSECOOPERS LLPEX-23.2: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FROM ERNST & YOUNG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATIONEX-99.2: METRO INC. CONSOLIDATED FINANCIAL STATEMENTS    Table of Contents  
 PART I
 
 ITEM 1  Business
 General
  â â â â ä â â â â â
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www.aptea.com
 Modernization of Facilities
  Sources of Supply
  Licenses and Trademarks
  Employees
  Competition
  Segment Information
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Foreign Operations
  
 ITEM 1A  Risk Factors
   
    
    Actions of competitors could adversely affect our sales and future
profits. The grocery retailing industry continues to experience
fierce competition from other food retailers, super-centers, mass
merchandisers, warehouse clubs, drug stores, dollar stores and
restaurants. 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.
 
    
    Changes in the general business and economic conditions in our
operating regions, including the rate of inflation, population growth,
the rising prices of oil and gas, the nature and extent of continued
consolidation in the food industry and employment and job growth in
the markets in which we operate, may affect our ability to hire and
train qualified employees to operate our stores. This would
negatively affect earnings and sales growth. General economic changes
may also affect the shopping habits and buying patterns of our
customers, which could affect sales and earnings. We have assumed
economic and competitive situations will not worsen in fiscal 2007.
However, we cannot fully foresee the effects of changes in economic
conditions, inflation, population growth, the rising prices of oil and
gas, customer shopping habits and the consolidation of the food
industry on our business.
 
    
    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
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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 vast 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 significant amount 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.
 
    
    Completion of the acquisition of Pathmark is conditioned upon the
receipt of certain governmental authorizations, consents, orders and
approvals, including the expiration or termination of the applicable
waiting period (and any extension of the waiting period) under the
Hart-Scott-Rodino Act. The success of the acquisition will depend, in
part, on our Companys ability to realize the anticipated benefits
from combining the business of A&P and Pathmark. If our Company is
not able to achieve these objectives, the anticipated benefits of the
acquisition may not be realized fully or at all or may take longer to
realize than expected. Our Company will take on substantial
additional indebtedness to finance this acquisition, which will
decrease our business flexibility and increase our borrowing costs.
  CAUTIONARY NOTE
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ITEM 1B  Unresolved Staff Comments
  
 ITEM 2  Properties
  Stores, Not Including Stores in Owned Shopping CentersLand owned
    
    
    1Land and building owned
    
    
    6Building owned and land leased
    
    
    18Total stores
    
    
    25Shopping CentersBuilding owned and land leased
    
    
    1Administrative and Other PropertiesLand and building owned
    
    
    3Undeveloped land
    
    
    5Total other properties
    
    
    8Total Properties
    
    
    34
   Company Stores:
 New England States:Connecticut
    
    
    26Total
    
    
    26Middle Atlantic States:District of Columbia
    
    
    1
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Delaware
    
    
    9Maryland
    
    
    30New Jersey
    
    
    92New York
    
    
    128Pennsylvania
    
    
    31Total
    
    
    291Midwestern States:Michigan
    
    
    66Total
    
    
    66Southern States:Louisiana
    
    
    21Mississippi
    
    
    2Total
    
    
    23Total Stores
    
    
    406
 â
   
 ITEM 3  Legal Proceedings
  
 ITEM 4  Submission of Matters to a Vote of Security Holders
  
 PART II
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ITEM 5  Market for the Registrants Equity and Related Stockholder Matters and Issuer Purchases
of Equity Securities
    Stock Performance Graph
  8




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Fiscal Year Ending
    
    S&P 500
    
    A&P
    
    Peer Group$
    
    $
    
    $02/22/02
    
    
    100
    
    
    
    100
    
    
    
    10002/21/03
    
    
    79
    
    
    
    19
    
    
    
    4902/27/04
    
    
    107
    
    
    
    29
    
    
    
    7402/25/05
    
    
    113
    
    
    
    42
    
    
    
    7702/24/06
    
    
    120
    
    
    
    119
    
    
    
    10302/23/07
    
    
    136
    
    
    
    141
    
    
    
    130
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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 2006
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 2006 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
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Incorporation by reference of Managements Annual Report on Internal Control over Financial
Reporting
  Changes in Internal Control over Financial Reporting
  11




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ITEM 9B  Other Information
  
 PART III
 
 ITEM 10  Directors and Executive Officers and Corporate Governance
   Name
    
    Age
    
    Current PositionChristian W.E. Haub
    
    
    43
    
    
    Executive ChairmanEric Claus
    
    
    50
    
    
    President and Chief Executive OfficerBrenda M. Galgano
    
    
    38
    
    
    Senior Vice President and Chief Financial OfficerJennifer MacLeod
    
    
    46
    
    
    Senior Vice President, Marketing and CommunicationsRebecca Philbert
    
    
    45
    
    
    Senior Vice President, Merchandising & Supply and LogisticsAllan Richards
    
    
    43
    
    
    Senior Vice President, Human Resources, Labor Relations, Legal Services & SecretaryPaul Wiseman
    
    
    46
    
    
    Senior Vice President, Store OperationsWilliam Moss
    
    
    59
    
    
    Vice President and TreasurerMelissa Sungela
    
    
    41
    
    
    Vice President and Corporate Controller
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ITEM 11  Executive Compensation
  13




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Audit Committee Financial Expert
  Code of Business Conduct and Ethics
 www.aptea.com
  
 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
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(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 Reserves
  3)
    
    Exhibits:
  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)4.2
    
    First Supplemental Indenture, dated as of December 4, 2001, to the
Indenture, dated as of January 1, 1991 between our 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)
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EXHIBIT NO.
    
    DESCRIPTION4.3
    
    Second Supplemental Indenture, dated as of December 20, 2001, to the
Indenture between our 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
    
    Credit Agreement dated as of November 15, 2005 between the Company and Bank
of America, N.A. as Administrative Agent and Collateral Agent, JPMorgan Chase Bank,
N.A. as Syndication Agent, Wachovia Bank, National Association as Documentation Agent
and Banc of America Securities LLC as Lead Arranger (Credit Agreement)
(incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on November 18,
2005 and Item 8.01 to Form 8-K filed April 10, 2006)4.8*
    
    First amendment to Credit Agreement dated March 13, 2006, as filed herein4.9*
    
    Second amendment to Credit Agreement dated November 10, 2006, as filed
herein10.1
    
    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 1st day of
November, 2000, by and between the Company and William P. Costantini (Costantini
Agreement) (incorporated herein by reference to Exhibit 10 to Form 10-Q filed on
January 16, 2001)10.3
    
    Amendment to Costantini Agreement dated April 30, 2002 (incorporated herein
by reference to Exhibit 10.7 to Form 10-K filed on July 5, 2002)10.4
    
    Confidential Separation and Release Agreement by and between William P.
Costantini and The Great Atlantic & Pacific Tea Company, Inc. dated
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EXHIBIT NO.
    
    DESCRIPTIONNovember 4, 2004
(incorporated herein by reference to Exhibit 10.4 to Form 10-Q filed on January 7,
2005)10.5
    
    Employment Agreement, made and entered into as of the 16th day of June,
2003, by and between our Company and Brenda Galgano (incorporated herein by reference
to Exhibit 10.9 to Form 10-Q filed on October 17, 2003)10.6
    
    Employment Agreement, made and entered into as of the 24th day
of February, 2002, by and between our Company and Mitchell P. Goldstein (incorporated
herein by reference to Exhibit 10.8 to Form 10-K filed on July 5, 2002)10.7
    
    Letter Agreement dated September 6, 2005, between Mitchell P. Goldstein and
our Company (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on
September 9, 2005)10.8
    
    Employment Agreement, made and entered into as of the 2nd day of
October, 2002, by and between our Company and Peter Jueptner (Jueptner Agreement)
(incorporated herein by reference to Exhibit 10.26 to Form 10-Q filed on October 22,
2002)10.9
    
    Amendment to Jueptner Agreement dated November 10, 2004 (incorporated
herein by reference to Exhibit 10.8 to Form 10-K filed on May 10, 2005)10.10
    
    Offer Letter dated the 18th day of September 2002, by and between our
Company and Peter Jueptner (incorporated herein by reference to Exhibit 10.10 to Form
10-Q filed on January 10, 2003)10.11
    
    Employment Agreement, made and entered into as of the 14th day
of May, 2001, by and between our 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)10.12
    
    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)10.13
    
    Employment Agreement, made and entered into as of the 25th day
of January, 2006, by and between our Company and Jennifer MacLeod (incorporated
herein by reference to Exhibit 10.13 to Form 10-K filed on May 9, 2006)10.14
    
    Employment Agreement, made and entered into as of the 1st day
of March 2005, by and between our Company and William J. Moss (incorporated herein by
reference to Exhibit 10.13 to Form 10-K filed on May 10, 2005)
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EXHIBIT NO.
    
    DESCRIPTION10.15*
    
    Employment Agreement, made and entered into as of the 11th day of
December, 2006, by and between our Company and Rebecca Philbert, and Offer Letter
dated the 11th day of December, 2006, as filed herein10.16
    
    Employment Agreement, made and entered into as of the 28th day
of October, 2002, by and between our Company and Brian Piwek, and Offer Letter dated
the 23rd day of October, 2002 (Piwek Agreement) (incorporated herein by
reference to Exhibit 10.14 to Form 10-Q filed on January 10, 2003)10.17
    
    Amendment to Brian Piwek Agreement dated February 4, 2005 (incorporated
herein by reference to Exhibit 10.15 to Form 10-K filed on May 10, 2005)10.18
    
    Employment Agreement, made and entered into as of the 4th day of
January 2006, by and between our Company and Melissa E. Sungela (incorporated herein
by reference to Exhibit 10.17 to Form 10-Q filed on January 6, 2006)10.19
    
    Employment Agreement, made and entered into as of the 12th day of
September 2005, by and between our Company and Paul Wiseman (incorporated herein by
reference to Exhibit 10.17 to Form 10-Q filed on October 18, 2005)10.20
    
    Employment Agreement, made and entered into as of the
2nd day of December 2004, by and between our Company and Allan Richards
(incorporated herein by reference to Exhibit 10.18 to Form 10-Q filed on October 18,
2005)10.21
    
    Employment Agreement, made and entered into as of the
2nd day of December 2004, by and between our Company and Stephen Slade
(incorporated herein by reference to Exhibit 10.19 to Form 10-Q filed on October 18,
2005)10.22
    
    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)10.23
    
    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)10.24
    
    1994 Stock Option Plan (incorporated herein by reference to Exhibit 10(e)
to Form 10-K filed on May 24, 1995)10.25
    
    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)10.26
    
    Form of Stock Option Grant (incorporated herein by reference to Exhibit
10.20 to Form 10-K filed on May 10, 2005)
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EXHIBIT NO.
    
    DESCRIPTION10.27
    
    Description of 2005 Turnaround Incentive Compensation Program
(incorporated herein by reference to Exhibit 10.21 to Form 10-K filed on May 10,
2005)10.28
    
    Form of Restricted Share Unit Award Agreement (incorporated herein by
reference to Exhibit 10.22 to Form 10-K filed on May 10, 2005)10.29
    
    Description of 2006 Long Term Incentive Plan (incorporated herein by
reference to Exhibit 10.28 to Form 10-Q filed on July 21, 2006)10.30
    
    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)10.31
    
    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)10.32
    
    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)10.33
    
    Description of Management Incentive Plan (incorporated herein by reference
to Exhibit 10.30 to Form 10-K filed on May 9, 2006)10.34
    
    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 filed on October 18, 2005)10.35
    
    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 filed on October 18, 2005)10.36
    
    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)10.37
    
    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)10.38
    
    Letter of Credit Agreement, dated as of October 14, 2005 between the
Company and Bank of America, N.A., as Issuing Bank, (Letter of Credit Agreement)
(incorporated herein by reference to Exhibit 10.42 to Form 10-Q filed on October 18,
2005)
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EXHIBIT NO.
    
    DESCRIPTION10.39*
    
    First amendment to Letter of Credit Agreement, dated October 13, 2006, as filed
herein10.40*
    
    Second amendment to Letter of Credit Agreement, dated November 10, 2006, as filed
herein10.41
    
    Entry into a Material Definitive
Agreement, dated as of March 4, 2007, by and between the Company
and Pathmark Stores, Inc. (incorporated herein by reference to
Form 8-K and the accompanying exhibits filed on March 6,
2007)13*
    
    Fiscal 2006 Annual Report to Stockholders14*
    
    Code of Business Conduct and Ethics16
    
    Letter on Change in Certifying Accountant (incorporated herein by reference
to Forms 8-K filed on September 18, 2002 and September 24, 2002, and Form 8-K/A filed
on September 24, 2002)18
    
    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 LLP23.2*
    
    Consent of Independent Auditors from Ernst &
Young 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 30, 2006 Consolidated Financial Statements, as filed
herein
 
 *
    
    Filed with this 10-K 20




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Report of Independent Registered Public Accounting Firm on
Financial Statement Schedule
 
  
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##### Table of Contents



Schedule II
 The Great Atlantic & Pacific Tea Company, Inc.
 Valuation and Qualifying Accounts and Reserves
Years Ended February 26, 2005, February 25, 2006, and February 24, 2007
(in thousands)
 Additions
    
    AdditionsAllowance for
    
    
    
    
    
    Charged to
    
    Charged toBad Debts for
    
    Beginning
    
    Costs &
    
    Other
    
    
    
    
    
    
    
    
    
    Foreign
    
    EndingYear Ended
    
    Balance
    
    Expenses
    
    Accounts
    
    Deductions (1)
    
    Adjustments (2)
    
    Exchange
    
    BalanceFeb. 26, 2005
    
    
    6,316
    
    
    
    (1,745
    )
    
    
    
    
    
    
    1,072
    
    
    
    
    
    
    
    70
    
    
    
    5,713Feb. 25, 2006
    
    
    5,713
    
    
    
    3,913
    
    
    
    
    
    
    
    (159
    )
    
    
    (2,461
    )
    
    
    36
    
    
    
    7,042Feb. 24, 2007
    
    
    7,042
    
    
    
    (1,072
    )
    
    
    
    
    
    
    (1,456
    )
    
    
    
    
    
    
    
    
    
    
    4,514
 Additions
    
    AdditionsStock Loss
    
    
    
    
    
    Charged to
    
    Charged toReserve for
    
    Beginning
    
    Costs &
    
    Other
    
    
    
    
    
    
    
    
    
    Foreign
    
    EndingYear Ended
    
    Balance
    
    Expenses
    
    Accounts
    
    Deductions
    
    Adjustments (2)
    
    Exchange
    
    BalanceFeb. 26, 2005
    
    
    6,792
    
    
    
    3,016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81
    
    
    
    9,889Feb. 25, 2006
    
    
    9,889
    
    
    
    5,437
    
    
    
    
    
    
    
    
    
    
    
    (1,441
    )
    
    
    48
    
    
    
    13,933Feb. 24, 2007
    
    
    13,933
    
    
    
    (1,171
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,762
 Deferred Tax
    
    
    
    
    
    Additions
    
    AdditionsValuation
    
    
    
    
    
    Charged to
    
    Charged toAllowance for
    
    Beginning
    
    Costs &
    
    Other
    
    
    
    
    
    Foreign
    
    EndingYear Ended
    
    Balance
    
    Expenses
    
    Accounts
    
    Deductions (3)
    
    Exchange
    
    BalanceFeb. 26, 2005
    
    
    229,177
    
    
    
    89,632
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    318,809Feb. 25, 2006
    
    
    318,809
    
    
    
    18,652
    
    
    
    
    
    
    
    (260,441
    )
    
    
    
    
    
    
    77,020Feb. 24, 2007
    
    
    77,020
    
    
    
    19,130
    
    
    
    
    
    
    
    (21,795
    )
    
    
    
    
    
    
    74,355
 
 (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. 22




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##### Table of Contents



SIGNATURES
  The Great Atlantic & Pacific Tea Company, Inc.
(registrant)Date: April 25, 2007
    By:

/s/ Brenda M. GalganoBrenda M. Galgano, Senior Vice President,Chief Financial Officer  /s/ Christian W.E. Haub

Christian W.E. Haub
    
    Executive Chairman
    
    Date: April 25, 2007/s/ Eric Claus

Eric Claus
    
    President and Chief Executive Officer
    
    Date: April 25, 2007/s/ Brenda M. Galgano

Brenda M. Galgano
    
    Senior Vice President, Chief Financial Officer
    
    Date: April 25, 2007/s/ Melissa E. Sungela

Melissa E. Sungela
    
    Vice President, Corporate Controller
    
    Date: April 25, 2007/s/ John D. Barline

John D. Barline
    
    Director
    
    Date: April 25, 2007/s/ Jens-Jürgen Böckel

Jens-Jürgen Böckel
    
    Director
    
    Date: April 25, 2007/s/ Bobbie A. Gaunt

Bobbie A. Gaunt
    
    Director
    
    Date: April 25, 2007/s/ Dan P. Kourkoumelis

Dan P. Kourkoumelis
    
    Director
    
    Date: April 25, 2007/s/ Edward Lewis

Edward Lewis
    
    Director
    
    Date: April 25, 2007/s/ Maureen B. Tart-Bezer

Maureen B. Tart-Bezer
    
    Director
    
    Date: April 25, 2007
 23