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Commitments, Contingencies and Off-Balance Sheet Arrangements
12 Months Ended
Jan. 31, 2016
Commitments, Contingencies and Off-Balance Sheet Arrangements  
Commitments, Contingencies and Off-Balance Sheet Arrangements

8. COMMITMENTS, CONTINGENCIES AND OFF‑BALANCE‑SHEET ARRANGEMENTS

Lease Commitments—The Company finances its use of certain facilities and equipment under committed lease arrangements provided by various institutions. Since the terms of these arrangements meet the accounting definition of operating lease arrangements, the aggregate sum of future minimum lease payments is not reflected on the consolidated and combined balance sheets. At January 31, 2016, future minimum lease payments under these arrangements approximated $87.0,  of which $83.1 is related to long‑term real estate leases.

Rent expense for the years ended January 31, 2016,  December 31, 2014 and 2013 was $37.7,  $26.4 and $20.6, respectively. Future payments under operating leases with terms greater than one year as of January 31, 2016 are as follows:

 

 

 

 

 

Year Ending January 31,

    

 

 

 

2017

 

$

19.6

 

2018

 

 

16.0

 

2019

 

 

12.0

 

2020

 

 

9.9

 

2021

 

 

10.8

 

Thereafter

 

 

18.7

 

Total

 

$

87.0

 

Litigation—The Company is a defendant in various legal actions arising in the normal course of business, the outcomes of which, in the opinion of management, neither individually nor in the aggregate are likely to result in a material adverse effect on the Company’s consolidated and combined financial statements.

On January 6, 2016, a putative class action complaint was filed against us and certain of our executive officers and directors in the United States District Court for the Southern District of Florida. The named plaintiff seeks to represent a class of purchasers of our common stock during the period from March 9, 2015 to November 11, 2015. The complaint alleges violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, as well as, in the case of the individual defendants, the control person provisions of the Exchange Act. The complaint principally alleges that the defendants knowingly made incorrect statements regarding the value of the identifiable intangible assets and goodwill associated with ESG prior to the impairment of such assets during the third quarter of 2015. The complaint seeks unspecified damages, interest and attorneys' fees. We believe the claims are without merit and intend vigorously to defend ourselves against them, including by promptly seeking dismissal of the complaint.

Indemnities, Commitments and Guarantees—During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease and indemnities to other parties to certain acquisition agreements. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. Many of these indemnities, commitments and guarantees provide for limitations on the maximum potential future payments the Company could be obligated to make. However, the Company is unable to estimate the maximum amount of liability related to its indemnities, commitments and guarantees because such liabilities are contingent upon the occurrence of events that are not reasonably determinable. Management believes that any liability for these indemnities, commitments and guarantees would not be material to the accompanying consolidated and combined financial statements. Accordingly, no significant amounts have been accrued for indemnities, commitments and guarantees.

The Company has employment agreements with three year initial terms, which renew for one additional year on each anniversary date, with certain key members of management. The Company’s employment agreements generally provide for certain protections in the event of a change of control. These protections generally include the payment of severance and related benefits under certain circumstances in the event of a change of control and for the Company to reimburse such officers for the amount of any excise taxes associated with such benefits.