Conformed Copy
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
For the Year Ended December 31, 2007
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
SAVINGS PLAN
(Full title of the Plan)
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
2 PARAGON DRIVE, MONTVALE, NEW JERSEY 07645
(Name of issuer of the securities held
pursuant to the Plan and the address
of its principal executive office)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE GREAT ATLANTIC & PACIFIC
TEA COMPANY, INC.
Date: June 27, 2008 By /s/Melissa E. Sungela
---------------------------------------
Melissa E. Sungela
Vice President and Corporate Controller
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN
Financial Statements as of December 31, 2007 and 2006
and for the Year Ended December 31, 2007
Prepared for filing as part of the Annual
Return/Report of Employee Benefit Plan
(Form 5500)
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN
TABLE OF CONTENTS
-------------------------------------------------------------------------------------------------------------------
Page
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS.... 2-3
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2007 AND 2006 .............................. 4
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2007..................... 5
NOTES TO FINANCIAL STATEMENTS.............................. 6-14
SUPPLEMENTAL SCHEDULE
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
As of December 31, 2007.................................. 15
EXHIBITS
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS 16-17
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 18
Note: Other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
----------------------------------------------------------------------
-1-
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
To the Participants and Administrator of
The Great Atlantic & Pacific Tea Company, Inc. Savings Plan
We have audited the accompanying statement of net assets available for plan
benefits of The Great Atlantic & Pacific Tea Company, Inc. Savings Plan (the
"Plan") as of December 31, 2007, and the related statement of changes in net
assets available for plan benefits for the year then ended December 31, 2007.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of The Great
Atlantic & Pacific Tea Company, Inc. Savings Plan as of December 31, 2007, and
the changes in its net assets available for plan benefits for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented only for the purpose of additional analysis and is
not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in our audit of the basic 2007 financial statements and, in our opinion, is
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
/s/ WithumSmith+Brown, P.C.
-------------------------
Somerville, New Jersey
June 27, 2008
-2-
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
To the Participants and Administrator of
The Great Atlantic & Pacific Tea Company, Inc. Savings Plan
In our opinion, the accompanying statement of net assets available for benefits
present fairly, in all material respects, the net assets available for plan
benefits of The Great Atlantic & Pacific Tea Company, Inc. Savings Plan (the
"Plan") at December 31, 2006 in conformity with accounting principles generally
accepted in the United States of America. This financial statement is the
responsibility of the Plan's management. Our responsibility is to express an
opinion on this financial statement based on our audit. We conducted our audit
of this statement in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
------------------------------
Florham Park, New Jersey
June 28, 2007
-3-
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2007 AND 2006
2007 2006
----------------- ------------------
Assets:
Investments - at fair value (Note 3) $277,203,885 $287,986,294
Receivables:
Participant Contributions 174,800 297,461
Employer Contributions 54,166 87,902
----------------- ------------------
Total receivables 228,966 385,363
----------------- ------------------
Total Assets 277,432,851 288,371,657
Liabilities:
Accrued expenses 185,981 260,467
----------------- ----------------
Total Liabilities 185,981 260,467
----------------- ----------------
Net assets reflecting investments
at fair value 277,246,870 288,111,190
----------------- ----------------
Adjustment from fair value to contract value
for fully benefit responsive investment
contracts (security-backed contracts) (249,230) 290,186
Adjustment from fair value to contract value
for fully benefit responsive investments
for collective trust funds (231,900) 211,640
------------------ ----------------
Net assets available for plan benefits $276,765,740 $288,613,016
================== ================
The accompanying notes are an integral
part of these financial statements.
-4-
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2007
Additions:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments (Note 3) $ 17,170,099
Interest income 285,904
Dividend income 3,723,132
-----------------
21,179,135
Contributions:
Participants 11,483,334
Employer 3,495,248
------------
14,978,582
Total additions 36,157,717
------------
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 47,409,548
Administrative expenses 595,445
------------
Total deductions 48,004,993
------------
Net (decrease) in net assets available for benefits (11,847,276)
Net assets available for plan benefits:
Beginning of year 288,613,016
------------
End of year $276,765,740
============
The accompanying notes are an integral
part of these financial statements.
-5-
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2007
1. PLAN DESCRIPTION
The following description of The Great Atlantic & Pacific Tea Company,
Inc. ("Company") Savings Plan ("Savings Plan") provides only general
information. Participants should refer to the Savings Plan summary plan
description for a more complete description of the Savings Plan's
provisions.
General
The Savings Plan is a voluntary defined contribution plan of the Company.
The Savings Plan covers employees of the Company who are not covered by a
collective bargaining agreement (CBA), as well as employees covered by a
CBA where the CBA specifically provides for such coverage.
Participants are permitted to change their contribution rates once per
month. In addition, they may change their investment options with regard
to future contributions and reallocate existing investment balances on any
business day.
Prior to May 4, 2004, the Savings Plan covered eligible employees of the
Company who completed at least one year of service (1,000 hours in a
12-month period) if age 21 or older or the earlier of five years of
service or age 21, if under age 21 at time of employment. Effective May 4,
2004 the Plan was amended to (a) allow employees to contribute to the Plan
on the first of the month following their hire date based on the
eligibility criteria described in the preceding sentence, and (b) state
that each participant shall be 100% vested in the event of termination or
partial termination of the Savings Plan (if Participant is affected by
partial termination) or upon retirement, disability or death.
Contributions
Eligible employees have the option to contribute from 1% to 20% of their
base compensation to the Savings Plan. This can be any combination of pre
and post tax percentages, as long as the total of the percentages does not
exceed 20% of base compensation. Additionally, the Internal Revenue
Service limits the maximum amount a participant may contribute, which was
$15,500 for fiscal 2007. Participating employees age 50 and older may
elect to make "catch-up" pre-tax contributions to the Plan in accordance
with Internal Revenue Service Regulations. The maximum "catch-up"
contribution allowed during the 2007 Plan year was $5,000. The
Company matches 50% of an employee's contributions up to 6% of their
compensation after one year of service.
-6-
Participants direct the investment of their contributions into various
investment options offered by the Savings Plan. Employee contributions may
not be allocated to the Employer Stock Fund.
Vesting
Participants are always 100% vested in their contributions and become
fully vested in the Company's matching contributions after five years, in
accordance with the following schedule:
Years of Service Vesting Percentage
----------------------------- ------------------
Less than 2 years 0%
2 years but less than 3 years 25%
3 years but less than 4 years 50%
4 years but less than 5 years 75%
5 years or more 100%
Payment of Benefits
Participants may receive the value of the vested portion of their account
balance when they leave the Company for any reason other than death, in
which case a beneficiary would receive the benefit. Participants may
generally withdraw unmatched after-tax contributions once during any 12
month period but may withdraw unmatched before-tax contributions only in
the case of "financial hardship" as defined in the Savings Plan.
Forfeited Accounts
At December 31, 2007, and December 31, 2006, forfeited nonvested accounts
totaled $323,581 and $161,614, respectively. These accounts will be used
to decrease future employer contributions and can also be used to pay
certain administrative expenses. During the year ended December 31, 2007,
employer contributions were reduced by $145,348 from forfeited nonvested
accounts.
Participant Accounts
Each participant's account is credited with the participant's contribution
and (a) the matching Company contribution and (b) allocations of Savings
Plan earnings. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
Participant Loans
Participants may borrow from their account balance a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50 percent of their vested
account balance. The loans are collateralized by the balance in the
participant's account and bear a fixed interest rate for the duration of
the loan equal to Prime plus 1% as
-7-
published in the Wall Street Journal on the last day of the
preceding quarter. Principal and interest is paid ratably through
payroll deductions.
During each of the years ended December 31, 2007 and December 31, 2006,
the interest rates on participant loans ranged from 5.00% to 10.50%.
2. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed by the Savings Plan are as
follows:
Basis of Accounting -
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America on the accrual basis of accounting.
As described in Financial Accounting Standards Board Staff Position, FSP
AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment
Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans (the FSP), investment contracts held by a defined
contribution plan are required to be reported at fair value. However,
contract value is the relevant measurement attribute for that portion of
the net assets available for benefits of a defined-contribution plan
attributable to fully benefit-responsive investment contracts because
contract value is the amount participants would receive if they were to
initiate permitted transactions under the terms of the plan. The plan
invests in investment contracts through a collective trust. As required by
the FSP, the Statement of Net Assets Available for Plan Benefits presents
the fair value of the investment in the collective trust as well as the
adjustment of the investment in the collective trust from fair value to
contract value relating to the investment contracts. The Statement of
Changes in Net Assets Available for Plan Benefits is prepared on a
contract value basis.
Use of Estimates -
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Savings Plan management to make significant estimates and assumptions that
affect the reported amounts of net assets available for Plan benefits at
the date of the financial statements, changes in net assets available for
Plan benefits during the reporting period and, where applicable, the
disclosure of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those estimates.
-8-
Investment Valuation and Income Recognition -
The Savings Plan's investments are presented at fair value. Shares of
Company Stock are valued at quoted market prices. Shares of mutual funds
are valued at the net asset value of shares held by the Savings Plan at
year end. The Savings Plan's interest in the common/collective trusts are
valued based on information reported by the investment advisor using the
audited financial statements of the common/collective trusts at year-end.
Participant loans are valued at their outstanding balances, which
approximate fair value.
Purchases and sales of securities are recorded on a trade date basis.
Dividends are recorded on the ex-dividend date. Interest income is
recorded as earned.
Expenses -
All administrative expenses are being paid by the Savings Plan.
Payment of Benefits -
Benefit payments to participants are recorded upon distribution.
Risks and Uncertainties -
The Savings Plan provides for various investment options. The Savings
Plan's mutual funds invest in various securities including U.S. government
securities, corporate debt instruments and corporate stocks. Investment
securities, in general, are exposed to various risks, such as interest
rate, credit and overall market volatility. Due to the level of risk
associated with certain investment securities, it is reasonably possible
that changes in the values of investment securities will occur in the near
term and that such changes could materially affect participant's account
balances and the amounts reported in the statements of net assets
available for Plan benefits.
3. INVESTMENTS
The following table represents a breakdown of how the fair value of
investments is determined:
December 31, 2007 December 31, 2006
------------------- ------------------
Quoted Market Value $ 886,108 $ 815,316
Common Collective Trusts at Net Asset Value 86,637,124 90,587,357
Wrappers at Fair Value 12,232 49,613
Mutual Funds at Net Asset Value 185,732,063 192,543,156
Participant Loans 3,936,358 3,990,852
------------------- ------------------
Total investments at fair value $ 277,203,885 $ 287,986,294
=================== ==================
-9-
The following table presents investments that represent 5 percent or more
of the Savings Plan's net assets at December 31, 2007 and 2006.
December 31, 2007 December 31, 2006
------------------- -------------------
Wells Fargo Galliard Fixed Income Fund A $ 18,458,207 $ 17,341,028
Wells Fargo Galliard Fixed Income Fund F 37,623,412 35,465,468
Wells Fargo Synthetic Stable Value Fund 27,120,873 36,279,546
Dryden Stock Index Fund I 51,160,645 58,417,176
PIMCO Total Return Institute 16,048,569 -
PIMCO Total Return A - 20,984,269
Amer Euro Pacific Growth R5 27,523,887 -
Amer Funds EuroPacific Growth A - 20,051,117
Eatonvance Large Cap Val I 23,215,387 -
MFS Massachusetts Investors Grow R5 20,895,268 -
MFS Massachusetts Investors Growth Stock A - 20,217,010
American Balance Fund Cl 5 20,217,900 -
American Balanced Fund - 22,343,758
Alliance Growth & Income A - 22,860,098
During 2007, the Savings Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $17,170,099 as follows:
Net appreciation in fair value of investments:
Common stock $ 177,895
Common Collective Trusts 8,437,094
Mutual funds 8,555,110
---------------
Net appreciation $ 17,170,099
===============
4. Synthetic Guaranteed Investment Contracts (GIC)
The Savings Plan has four investments in Synthetic Guaranteed Investment
Contracts ("GIC")during the 2007 and 2006 Plan years. These are
investments that simulate the performance of a traditional GIC through the
use of financial instruments (referred to as "wrapper" contracts). For
these investments, the Company invested in common / collective trusts
which consist of government securities, private and public backed
mortgaged-backed and other asset-backed securities as well as grouped
investments. The benefit responsive "wrapper" contracts were all liquidity
agreements. As of December 31, 2007 and 2006, the aggregate fair values of
the "wrapper" contracts held by the Savings Plan were $12,232 and $49,613,
respectively. In addition to investments in the common/collective trusts
that form part of the Synthetic GIC's as disclosed below, there were
additional investments in other common/collective trusts, mutual funds and
stock which amounted to $221,110,034 and $235,130,185,as of December 31,
2007 and 2006, respectively.
There are no reserves against contract value for credit risk of the
contract issuer or otherwise. The crediting interest rate is based on a
formula agreed upon with the issuer, but it may not be less than zero
percent. Such interest rates are reviewed on a quarterly basis for
resetting.
-10-
Certain events limit the ability of the Savings Plan to transact at
contract value with the issuer. Such events include the following: (1)
amendments to the Savings Plan documents, (2) changes to Savings Plan's
prohibition on competing investment options or deletion of equity wash
provisions, (3) bankruptcy of the Savings Plan sponsor or other Savings
Plan sponsor events that cause a significant withdrawal from the plan, or
(4) the failure of the trust to qualify for exemption from federal income
taxes or any required prohibited transaction exemption under the Employee
Retirement Income Security Act of 1974. The Savings Plan administrator
does not believe that the occurrence of any such value event, which would
limit the Savings Plan's ability to transact at contract value with
participants, is probable.
The guaranteed investment contract does not permit the insurance company
to terminate the agreement prior to the scheduled maturity date.
Reconciled Contract
Value of Investment
Plan Year 2007
------------------------------------------------------------------------- -------------------------
AIG Financial Products,5.56% due 8/14/11
Union Bank Switzerland,5.57% due 8/14/11
Fixed Income Fund A $ 18,458,207
Contract value liquidity agreement 12,232
Adjustment to contract value (194,274)
-------------------------
Total Contract Value $ 18,276,165
-------------------------
Crediting rate: 5.56%, 5.57%
Yield Rates: 5.48%, 5.49%
Monumental Life, 5.35% due 11/13/09
Bank of America, 5.35% due 11/13/09
Fixed Income Fund F $ 37,623,412
Adjustment to contract value (54,956)
-------------------------
Total Contract Value $ 37,568,456
Crediting rate: 5.35%
-------------------------
-------------------------
Yield Rates: 5.25% Total Plan Year 2007 $ 55,844,621
=========================
-11-
Reconciled Contract
Value of Investment
Plan Year 2006
------------------------------------------------------------------------- -------------------------
AIG Financial Products,5.78% due 9/23/10
Union Bank Switzerland,5.59% due 9/23/10
Fixed Income Fund A $ 17,341,028
Contract value liquidity agreement 13,885
Adjustment to contract value 519
-------------------------
-------------------------
Total Contract Value $ 17,355,432
-------------------------
Crediting rate: 5.78%, 5.59%
Yield Rates: 5.70%, 5.51%
Monumental Life, 5.27% due 3/17/09
Bank of America, 5.27% due 3/17/09
Fixed Income Fund F $ 35,465,468
Contract value liquidity agreement 35,728
Adjustment to contract value 289,667
-------------------------
Total Contract Value $ 35,790,863
Crediting rate: 5.27%
-------------------------
-------------------------
Yield Rates: 5.17% Total Plan Year 2006 $ 53,146,295
=========================
In addition to the four investments in GIC's discussed above, the Savings
Plan invests in two collective trust funds that primarily invest in
security-backed contracts. As of December 31, 2007 and 2006, the
adjustment from fair value to contract value for fully benefit responsive
investments for these collective trust funds were ($231,900) and $211,640,
respectively.
The average yield rates based on actual earnings for fully benefit
responsive investment contracts as of December 31, 2007 and 2006 were
5.09% and 5.37%, respectively. The average yield rates based on interest
rate credited to participants for fully benefit responsive investment
contracts as of December 31, 2007 and 2006 were 5.28% and 5.36%,
respectively.
5. RELATED PARTY TRANSACTIONS
Certain Savings Plan investments are shares of a common collective trust
and mutual funds managed by Prudential Trust Company.
Prudential Trust Company is the trustee as defined by the Savings Plan
and, therefore, these transactions qualify as party-in-interest
transactions. The Savings Plan has investments in A&P Stock that were made
in prior years. Employees may no longer select this investment option.
Certain administrative functions are performed by the officers and
employees of the Company (who may be participants in the Savings Plan) at
no cost to the Savings Plan. These transactions are not deemed prohibited
transactions because they are covered by the statutory administrative
exemption from the Internal Revenue Code's and ERISA's rules on prohibited
transactions.
-12-
6. SAVINGS PLAN TERMINATION
Although it has not expressed any intent to do so, the Company reserves
the right to terminate the Savings Plan subject to the provisions of
ERISA. If the Savings Plan is terminated, each participant would receive
the value of his or her interest in the trust funds attributable to both
participant and employer vested contributions for all years of
participation.
7. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated April 19, 2004 that the Savings Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (the "Code"). The Savings Plan has been amended since receiving the
determination letter. The Savings Plan Administrator believes that the
Savings Plan is currently designed and being operated in compliance with
the applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Savings Plan's
financial statements.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan
benefits and investment income per the financial statements to the Form
5500:
December 31, 2007 December 31, 2006
-------------------------- ----------------------------
Net assets available for plan benefits
per the financial statements $ 276,765,740 $ 288,613,016
Adjustment from contract value to fair
value for fully benefit responsive
investment contracts for security-backed
contracts 249,230 (290,186)
Adjustment from contract value to fair value
for fully benefit responsive investments
for collective trust funds 231,900 (211,640)
------------------- -----------------
Net assets available for plan benefits
per the Form 5500 $ 277,246,870 $ 288,111,190
=================== =================
December 31, 2007
--------------------------
Investment income per the financial
statements $ 21,179,135
Adjustment from contract value to fair
value at December 31, 2006 501,826
Adjustment from contract value to fair
value at December 31, 2007 481,130
-------------------
Investment income per the Form 5500 $ 22,162,091
===================
-13-
1
9. PLAN MERGER
On January 1, 2008, the Company merged The Great Atlantic & Pacific Tea
Company, Inc. Savings Plan with The Great Atlantic & Pacific Tea Company,
Inc. Retirement Plan. Additionally, on July 1, 2008, the Company plans to
merge The Great Atlantic & Pacific Tea Company, Inc. Savings Plan with The
Great Atlantic & Pacific Tea Company, Inc. Savings Plan for Certain
Employees, the Pathmark Stores, Inc. Savings Plan and the Pathmark Stores,
Inc. Savings Plan for Union Employees. Beginning with the first pay period
of July, participant and matching contributions for participants in these
separate plans will be deposited into the Savings Plan.
10. NEW ACCOUNTING STANDARD NOT YET ADOPTED
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements." This Statement defines fair value, establishes a framework
for measuring fair value in accordance with generally accepted accounting
principles, and expands disclosures about fair value measurements. This
Statement applies to other accounting pronouncements that require or
permit fair value measurements, but does not require any new fair value
measurements. The Statement is effective for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal years (as of
January 1, 2008 for the Plan). The Plan is evaluating the effect of SFAS
No. 157 on its financial statements.
-14-
THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2007
Description of Investment
including maturity date, rate of
Identity of Issue, Borrower, interest, collateral, par or
Lessor, or Similar Party maturity value Cost Current Value
----------------------------------------------------- ---------------------------------- ------------ -------------
Wells Fargo Stable Value Fund G Collective Trust Fund $ 3,444,532 $ 3,434,632
Wells Fargo Synthetic Stable Value Fund Collective Trust Fund 25,565,729 27,120,873
Wells Fargo Galliard Fixed Income Fund A Collective Trust Fund 13,686,039 18,458,207
Wells Fargo Galliard Fixed Income Fund F Collective Trust Fund 33,495,067 37,623,412
AIG Financial Products Wrapper Contract,
Maturity 8/14/2011,
Rate of interest 5.56% - 6,116
Union Bank of Switzerland Wrapper Contract,
Maturity 8/14/2011,
Rate of interest 5.57% - 6,116
Dryden Stock Index Fund I (*) Mutual fund 46,462,209 51,160,645
First American Md Cap Value Y Mutual fund 13,868,235 12,978,970
PIMCO Total Return Institute Mutual fund 15,677,340 16,048,569
Amer Euro Pacific Growth R5 Mutual fund 27,162,801 27,523,887
Eatonvance Large Cap Val I Mutual fund 22,461,484 23,215,387
American Balanced Fund Cl 5 Mutual fund 20,256,569 20,217,900
John Hancock Small Cap Equ I Mutual fund 13,896,910 13,691,437
MFS Massachusetts Investors Grow R5 Mutual fund 19,407,368 20,895,268
A&P Stock (*) A&P Stock 382,876 886,108
Participant loans Mature from 2008 to 2027, 5.00% - 10.50% - 3,936,358
----------- -----------
Total $ 255,767,159 $277,203,885
============= ============
(*) Party-in-interest
-15-
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 333-119045, 333-78805, 033-54863, and 333-147808) of
The Great Atlantic & Pacific Tea Company, Inc. of our report dated June 27, 2008
relating to the financial statements of The Great Atlantic & Pacific Tea
Company, Inc. Savings Plan, which appears in this Form 11-K.
/s/ WithumSmith+Brown, P.C.
WithumSmith+Brown LLP
Somerville, New Jersey
June 27, 2008
-16-
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-147808, 333-119045, 333-78805, and 033-54863)
of The Great Atlantic & Pacific Tea Company, Inc. of our report dated June 28,
2007 relating to the financial statements of The Great Atlantic & Pacific Tea
Company, Inc. Savings Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 27, 2008
-17-
5
Exhibit 99.1
Certification Pursuant To 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of The Great Atlantic & Pacific Tea
Company, Inc. Savings Plan (the "Plan") on Form 11-K for the year ended December
31, 2007 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Leonard B. Comberiate, Senior Director of Benefits and
Collectively Bargained Funds, of The Great Atlantic & Pacific Tea Company, Inc.,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Plan.
June 27, 2008 /s/ Leonard B. Comberiate
-----------------------------
Leonard B. Comberiate
Senior Director of Benefits &
Collectively Bargained Funds
-18-