into in February 2006 with JPMorgan Chase Bank, National Association, remained in effect and were not changed. Under the CP Program, we may issue and sell unsecured short-term promissory notes (Commercial Paper Notes) pursuant to a private placement exemption from the registration requirements under federal and state securities laws. In fiscal 2008 and 2007, we issued approximately $1.2 billion and $2.1 billion of Commercial Paper Notes, respectively, of which none and $1.4 billion remained outstanding as of May 31, 2008 and 2007, respectively. As of May 31, 2008, we had $5.0 billion of capacity remaining under our CP Program.

 

Revolving Credit Agreements

 

In March 2008, we entered into a $2.0 billion, 364-Day Revolving Credit Agreement with Wachovia Bank, National Association, Bank of America, N.A. and certain other lenders (2008 Credit Agreement). The 2008 Credit Agreement was in addition to an existing $3.0 billion, five-year Revolving Credit Agreement with substantially the same parties that we entered into in March 2006 (the 2006 Credit Agreement and, collectively with the 2008 Credit Agreement, the Credit Agreements). The Credit Agreements provide for unsecured revolving credit facilities, which can also be used to backstop any Commercial Paper Notes (see above) that we may issue and for working capital and other general corporate purposes. Subject to certain conditions stated in the Credit Agreements, we may borrow, prepay and re-borrow amounts under the facilities at any time during the terms of the Credit Agreements. Interest for the Credit Agreements is based on either (a) a LIBOR-based formula or (b) a formula based on Wachovia’s prime rate or on the federal funds effective rate. Any amounts drawn pursuant to the 2008 Credit Agreement are due on March 17, 2009 (we may, upon the agreement of the lenders, extend the facility by up to two times in succession). Any amounts drawn pursuant to the 2006 Credit Agreement are due on March 14, 2011. No amounts were outstanding pursuant to the Credit Agreements as of May 31, 2008 and 2007. A total of $5.0 billion remained available pursuant to the Credit Agreements at May 31, 2008.

 

The Credit Agreements contain certain customary representations and warranties, covenants and events of default, including the requirement that our total net debt to total capitalization ratio not exceed 45%. If any of the events of default occur and are not cured within applicable grace periods or waived, any unpaid amounts under the Credit Agreements may be declared immediately due and payable and the Credit Agreements may be terminated. We were in compliance with the Credit Agreements’ covenants as of May 31, 2008.

 

Selected Quarterly Financial Data

 

Quarterly revenues and expenses have historically been affected by a variety of seasonal factors, including sales compensation plans. In addition, our European operations generally provide lower revenues in our first fiscal quarter because of the reduced economic activity in Europe during the summer. These seasonal factors are common in the software industry. These factors have caused a decrease in our first quarter revenues as compared to revenues