Form 10-K FireEye, Inc. For: Dec 31
Exhibit 21.1
LIST OF SUBSIDIARIES OF THE REGISTRANT
Name of Subsidiary | State or Other Jurisdiction of Incorporation or Organization | |
Clean Communication Limited | Ireland | |
FireEye Australia Pty Ltd | Australia | |
FireEye Canada Limited | British Columbia | |
FireEye Cybersecurity Private Limited | India | |
FireEye Deutschland GmbH | Germany | |
FireEye Hong Kong Limited | Hong Kong | |
FireEye International, LLC | Delaware | |
FireEye Ireland Limited | Ireland | |
FireEye Israel Ltd | Israel | |
FireEye Italy, SrL | Italy | |
FireEye K.K. | Japan | |
FireEye Korea Limited | Republic of Korea | |
FireEye Mexico S.A. de C.V. | Mexico | |
FireEye Netherlands B.V. | Netherlands | |
FireEye Philippines Corporation | Philippines | |
FireEye Saudi Arabia Limited | Kingdom of Saudi Arabia | |
FireEye Singapore Private Limited | Singapore | |
FireEye Software (Shanghai) Company Limited | China | |
FireEye South Africa (Pty) Ltd | South Africa | |
FireEye Spain, S.L. | Spain | |
FireEye Sweden Aktiebolag | Sweden | |
FireEye Taiwan Ltd. | Taiwan | |
FireEye Technologie Deutschland GmbH | Germany | |
FireEye Technologies India Private Limited | India | |
FireEye Technologies Malaysia SDN BHD | Malaysia | |
FireEye Technology Limited | Ireland | |
FireEye UK Ltd. | United Kingdom | |
iSIGHT Partners Europe Holdings B.V. | Netherlands | |
iSIGHT Partners Ukraine LLC | Ukraine | |
iSIGHT Risk Management Private Limited | India | |
iSIGHT Security, LLC | Delaware | |
Mandiant, LLC | Delaware | |
X15 Software LLC | Delaware | |
X15 Software India Private Limited | India | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-223197, 333-216235, 333-209771, 333-202445, 333-196490, 333-193716 and 333-191299 on Form S-8 of our reports dated February 22, 2019, relating to the consolidated financial statements and financial statement schedule of FireEye, Inc. and subsidiaries (the “Company”) (which expresses an unqualified opinion and includes an explanatory paragraph related to the Company’s change in method of accounting for revenue in fiscal year 2018 due to the adoption of ASC 606), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2018.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 22, 2019
Exhibit 31.1
CERTIFICATION
I, Kevin R. Mandia, certify that:
1. | I have reviewed this Annual Report on Form 10-K of FireEye, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 22, 2019 | /s/ Kevin R. Mandia | |
Kevin R. Mandia | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION
I, Frank E. Verdecanna, certify that:
1. | I have reviewed this Annual Report on Form 10-K of FireEye, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 22, 2019 | /s/ Frank E. Verdecanna | |
Frank E. Verdecanna | ||
Executive Vice President, Chief Financial Officer and Chief Accounting Officer | ||
(Principal Financial and Accounting Officer) | ||
Exhibit 32.1
SECTION 1350 CERTIFICATIONS
I, Kevin R. Mandia, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, that the Annual Report of FireEye, Inc. on Form 10-K for the fiscal year ended December 31, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of FireEye, Inc.
Date: February 22, 2019 | /s/ Kevin R. Mandia | |
Kevin R. Mandia | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
I, Frank E. Verdecanna, certify to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, that the Annual Report of FireEye, Inc. on Form 10-K for the fiscal year ended December 31, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K fairly presents, in all material respects, the financial condition and results of operations of FireEye, Inc.
Date: February 22, 2019 | /s/ Frank E. Verdecanna | |
Frank E. Verdecanna | ||
Executive Vice President, Chief Financial Officer and Chief Accounting Officer | ||
(Principal Financial and Accounting Officer) | ||