Dendreon 8K Reaches Agreements on Terms of Financial Restructuring | DNDN 10 Nov 14

In October 2014, the Company completed a reforecasting of its internal financial projections

The

revised

projections

include

“Baseline”

case

with

layers

for

the

impact

E.U.

and

Automation

Projections: Certain Key Assumptions

($ in millions)

CERTAIN KEY ASSUMPTIONS

AUTOMATION

Automation plan (Phase I only) requires $7.4 mm investment Q4 2014 through Q4 2015

Phase II automation is defined as the potential opportunity created by Phase I to implement a new

manufacturing model where the Company can exit one or both of the existing centralized

manufacturing facilities in favor of smaller, satellite facilities located strategically in high volume

locations

Phase II is in the “concept”

stage and substantial uncertainty exists as to whether it is achievable or will

be pursued by the Company; financial analyses have not been prepared with respect to Phase II

Expected to generate ~$7 mm annual COGS savings 2016-2018

Base Case projections assume automation initiative not pursued beginning Q4 2014

E.U.

EBITDA impact of negative ~$1 mm per year, 2015-2018

Base Case projections assume E.U. effort not pursued beginning Q4 2014

Exhibit 99.2

Phase I automation is defined as the development, the regulatory submission/approval and the

implementation/transition of the automated manufacturing process in the Atlanta and Seal Beach

facilities; see Risk Factors in the Company’s Form 10-Q for the quarter ended September 30, 2014

“Baseline”

Projections (Excluding E.U. and Automation)

(a)

($ in millions)

(a)

E.U./Automation initiatives projected to have ~$5.2 million negative impact to EBITDA in Q4 2014.

(b)

Does not include any impact of Federal taxes (i.e., not tax-effected). 2014 includes $30 million insurance proceeds.

LONG-TERM FORECAST - BASELINE

2013A

2014E

2015E

2016E

2017E

2018E

Net Revenue

$283.7

$295.8

$310.4

$328.7

$348.0

$368.5

% Growth

(12.8%)

4.3%

4.9%

5.9%

Less: Cost of Product Revenue

(166.3)

(146.6)

(145.3)

(134.2)

(134.0)

(133.7)

Gross Profit

$117.3

$149.1

$165.1

$194.5

$214.0

$234.7

% Margin

41.4%

50.4%

53.2%

59.2%

61.5%

63.7%

Less: R&D

(70.8)

(45.9)

(38.9)

(41.7)

(38.6)

(35.6)

Less: SG&A

(232.8)

(155.2)

(147.9)

(148.5)

(150.4)

(152.4)

Operating Income

($196.9)

($60.7)

($21.7)

$0.7

$24.9

$46.7

Plus: D&A

31.4

24.4

22.7

18.7

17.9

17.0

EBITDA

($154.9)

($27.6)

$1.0

$23.0

$42.8

$63.7

% Margin

(54.6%)

(9.3%)

0.3%

7.0%

12.3%

17.3%

Memo:

Capital Expenditures

5.6

2.0

3.0

Unlevered Free Cash Flow

(b)

(188.4)

(33.1)

0.2

(10.8)

40.5

50.3

Projections: Impact of Automation and E.U.

($ in millions)

LONG-TERM FORECAST -

AUTOMATION IMPACT

2014E

(a)

2015E

2016E

2017E

2018E

Cost of Product Revenue ((Increase)/Decrease))

$6.9

R&D ((Increase)/Decrease))

(2.0)

(5.6)

EBITDA Impact

($2.0)

($5.6)

$6.9

LONG-TERM FORECAST -

E.U. IMPACT

2014E

(a)

2015E

2016E

2017E

2018E

EU Provenge Revenue

$13.4

$13.8

Cost of Product Revenue ((Increase)/Decrease))

(11.1)

(11.3)

Gross Profit

$2.2

$2.5

R&D ((Increase)/Decrease))

(0.3)

(0.5)

SG&A ((Increase)/Decrease))

(2.9)

(2.7)

EBITDA Impact

($3.2)

($1.0)

($0.8)

(a)

Q4 impact shown as Q1 – Q3 spend is embedded in the Baseline forecast.

Projections: Baseline with E.U. and Automation

($ in millions)

(a)

Does not include any impact of Federal taxes (i.e., not tax-effected). 2014 includes $30 million insurance proceeds.

LONG-TERM FORECAST - BASELINE WITH E.U. AND AUTOMATION IMPACT

2014E

2015E

2016E

2017E

2018E

Net Revenue

$295.8

$323.8

$342.4

$361.8

$382.2

% Growth

4.3%

9.5%

5.8%

5.6%

5.7%

Less: Cost of Product Revenue

(146.6)

(156.4)

(138.6)

(138.4)

(138.1)

Gross Profit

$149.1

$167.3

$203.8

$223.4

$244.1

% Margin

50.4%

51.7%

59.5%

61.8%

63.9%

Less: R&D

(48.2)

(45.0)

(42.3)

(39.2)

(36.1)

Less: SG&A

(158.1)

(150.6)

(151.2)

(153.1)

(155.1)

Operating Income

($65.8)

($28.3)

$6.9

$31.1

$52.9

Plus: D&A

24.4

22.7

18.7

17.9

17.0

EBITDA

($32.7)

($5.6)

$29.2

$49.1

$70.1

% Margin

(11.1%)

(1.7%)

8.5%

13.6%

18.3%

Memo:

Capital Expenditures

2.0

3.0

Unlevered Free Cash Flow

(a)

(34.8)

(7.5)

(5.2)

47.9

57.8

Preliminary Summary of Tax Attributes

SUMMARY OF TAX ATTRIBUTES

(a)

Federal NOLs

Research Credits

State NOLs

Expiration

Date

NOL

Available

Less: Corvas

NOL Limited

Carryover to

Next Year

Amount

Available

(c)

Amount

Available

(c)

2014

$125,594,672

2015

74,360,807

2016

135,729,603

2017

524,542

2018

13,110,385

(12,293,254)

817,131

340,854

2019

17,720,799

(11,783,691)

5,937,108

430,367

38,285

2020

29,758,768

(14,812,354)

14,946,414

379,082

87,658

2021

41,531,738

(21,448,110)

20,083,628

736,995

314,404

2022

49,371,858

(19,181,594)

30,190,264

344,111

6,397,816

2023

48,053,228

(12,946,611)

35,106,617

508,556

12,323,821

2024

73,910,646

1,200,055

16,952,495

2025

74,831,142

1,606,282

19,707,361

2026

85,549,309

2,987,484

13,943,212

2027

102,403,107

2,832,666

23,093,319

2028

67,852,236

1,406,007

15,864,847

2029

125,475,151

1,447,575

3,048,728

2030

344,271,643

7,140,910

430,000,781

2031

267,706,320

2,747,834

619,469,955

2032

312,709,139

1,382,822

742,623,682

2033

211,944,842

511,809,208

Total

$1,866,200,311

($92,465,614)

$1,773,734,697

$25,491,600

$2,751,885,197

(a)

As of December 31, 2013. The historical information presented above does not reflect the impact of any restructuring or other transaction involving the Company.

(b)

The 2013 Form 1120 Corporate Tax Return includes the Corvas NOLs and therefore indicates that $1,866,200,311 NOLs are available. However, §382 would limit 100% of

the use of these NOLs and therefore the Company has reduced them to $1,733,734,697.

(c)

Full amount available is eligible for carryover.

100% by §382

(b)

Current cash and investments as of November 7, 2014 is approximately $100 million as compared to a balance of $112 million

as of September 30, 2013 due to, among other items, the payment of certain insurance premiums and restructuring related

expenses. Furthermore, the Company currently forecasts an ending January 2015 and ending March 2015 cash and

investments balance of approximately $100 million and approximately $73 million, respectively. These balances exclude

investments backing certain letters of credit and further reflect receipts from distributors, payments to employees and

suppliers and are pro forma for restructuring related contingencies and other chapter 11 related exit payments.

Historical and Forecasted Cash Position

Dendreon (DNDN) Inactive 8-KDendreon Reaches Agreements on Terms of Financial Restructuring