WHEN: Today, Monday, March 10th
WHERE: CNBC's "Fast Money Halftime Report"
Following is the unofficial transcript of a CNBC interview with Carl Icahn, Chairman Icahn Enterprises, today with CNBC's Scott Wapner. Following are links to video on CNBC.com: http://video.cnbc.com/gallery/?video=3000254857 and http://video.cnbc.com/gallery/?video=3000254888
SCOTT WAPNER: OKAY, TYLER, THANKS SO MUCH. WELL, ACTIVIST INVESTOR CARL ICAHN FIRING BACK AT EBAY ONCE AGAIN TODAY. HE JOINS US EXCLUSIVELY ON THE FAST LINE. CARL, WELCOME BACK TO THE HALFTIME SHOW.
CARL ICAHN: YEAH, THANK YOU.
WAPNER: THERE'S BEEN SUCH A FLURRY OF ACTIVITY BETWEEN YOU AND THEN EBAY. IT'S ALMOST HARD TO KEEP IT STRAIGHT, BUT THERE'S EVEN MORE TODAY. THE LATEST NEWS BEING THAT EBAY HAS REJECTED TWO NOMINEES TO THE BOARD, RIGHT? IN WHICH THEY SAY THEY GAVE SERIOUS CONSIDERATION TO THAT, BUT THEY CONCLUDED THAT THEY ARE NOT QUALIFIED CANDIDATES BASED ON THE CRITERIA THAT HAVE CONSISTENTLY BEEN APPLIED BY THE COMMITTEE. YOUR RESPONSE INITIALLY TO THAT?
ICAHN: MY RESPONSE IS I DIDN'T HEAR THOSE WORDS BEFORE, BUT MY RESPONSE WOULD BE, WELL, WHAT QUALIFIES YOU TO BE A CRONY OF DONAHOE AND ALLOW HIM TO TAKE $4 BILLION? IN ONE WAY OR ANOTHER SELL SKYPE AND LOSE $4 BILLION TO ALSO ALLOW THE KINETICS DEAL TO GO THROUGH AND ALSO HAVE A RECORD THAT IS EXTREMELY POOR AGAINST AMAZON AND VISA. THIS COMPANY IS THE QUINTESSENTIAL EXAMPLE OF WHAT'S WRONG WITH GOVERNANCE OF CORPORATE AMERICA. I MEAN, IF YOU SAY WE'RE NOT QUALIFIED, YOU LOOK AT ALL THE COMPANIES THAT WE'VE HELPED A GREAT DEAL. JUST THIS YEAR ALONE YOU LOOK AT CHESAPEAKE, YOU LOOK AT FOREST, WE GET A MINORITY POSITION ON BOARD AND WE GIVE THE BOARD DISCIPLINE. AND THAT'S WHAT THESE GUYS DON'T WANT. BUT THE PROBLEM WITH THAT – I MEAN IF I MIGHT JUST FINISH -- THE PROBLEM WITH THAT IS, YOU KNOW, THERE'S A GREAT OLD SAYING, POWER CORRUPTS, AN ABSOLUTE POWER CORRUPTS ABSOLUTELY. AND WHY ECONOMY IN CHINA AND RUSSIA, YOU KNOW, HAVE HAD THE PROBLEMS THEY HAVE IS THAT THERE'S CORRUPTION. AND WHEN YOU HAVE CORRUPTION, YOUR ECONOMY STARTS TO GO DOWNHILL. AND THE REASON YOU HAVE THAT THERE ARE NO CHECKS AND BALANCES. SO THESE GUYS VERY SIMPLY DON'T WANT TO TELL ON THE BOARD BECAUSE THEY KNOW THAT WE'LL BRING A DISCIPLINE, WE'LL BE SOMEWHAT OF A WATCHDOG. AND YOU KNOW, THIS IS NOT A FRATERNITY HOUSE WHERE THEY ALL JUST WANT TO – YOU DON'T HAVE A COLLEGIALITY. I MEAN, WACHTELL LIPTON, THE FAMOUS LAWYER THAT DEFENDS ALL THESE GUYS WHO BACKS THEM UP, THE COMPANIES, SAYS, OH, THERE SHOULD BE COLLEGIALITY ON THE BOARD. THAT'S BULL. YOU DON'T NEED COLLEGIALITY. THERE'S NO COLLEGIALITY IN A GOVERNMENT. BUT THE IRONY IS WE GET INVITED BACK ON BOARDS. WE GO ON BOARDS, YOU KNOW, THEY GET TO LIKE US BECAUSE THEY REALIZE THAT WE'RE DOING SOMETHING FOR THE COMPANY. AND SOME OF THE BOARD MEMBERS ARE ACTUALLY GOOD GUYS.
WAPNER: BUT, LET ME --
ICAHN: BUT NOBODY WANTS TO STAND UP. ALL RIGHT. I'M SORRY.
WAPNER: THAT'S OKAY. LET ME RESPOND. ON THE FRONT PAGE OF YOUR NOTE TODAY, YOUR LETTER TO SHAREHOLDERS, YOU SAY WE BELIEVE BASED ON THE EVIDENCE WE HAVE NEWLY UNCOVERED, THAT DONAHOE'S INEXCUSABLE INCOMPETENCE COST EBAY STOCKHOLDERS OVER $4 BILLION. WELL, YOU KNOW, EBAY IS FIRING BACK WITH THEIR OWN LETTER AT THAT, CARL. IT SAYS DONAHOE HAS DELIVERED ASTOUNDING RESULTS FOR SHAREHOLDERS SINCE HE BECAME CEO IN 2008. IN THE FIVE YEARS SINCE JOHN'S FIRST ANALYST DAY EBAY'S STOCK PRICE HAS INCREASED MORE THAN 460%. SO, I MEAN, THAT'S A REAL NUMBER. HOW DO YOU RECONCILE THOSE RETURNS WITH --
ICAHN: FIRST OF ALL, I'D LIKE TO STUDY THOSE RETURNS BECAUSE I DON'T REALLY BUY THEM. BUT HE'S DONE WAY, WAY WORSE THAN HIS PEER GROUP. AND THAT'S HOW YOU MEASURE A CEO. YOU DON'T MEASURE IT -- I MEAN, IF YOU DISCOVER GOLD IN THE MOUNTAIN, YOU DON'T SAY WELL, YOU'RE A GENIUS GOLD MINER. YOU JUST DON'T DO THAT. SO HE HAS NOT DELIVERED ASTOUNDING RESULTS. HE'S DELIVERED WHAT I THINK ARE VERY MEDIOCRE RESULTS.
WAPNER: BUT WHAT HAPPENS IF THESE NUMBERS –
ICAHN: AGAINST AMAZON, AGAINST VISA, AGAINST MASTERCARD, AGAINST ANY OF THE PEERS. HE'S IN A GREAT BUSINESS WITH PAYPAL. THAT'S HELPED HIM. BUT EBAY ITSELF HAS NOT DONE THAT WELL.
WAPNER: BUT WHAT HAPPENS IF THAT NUMBER IN FACT THAT EBAY HAS PROVIDED TO US IS IN FACT TRUE, THAT IT'S 460% OF THAT STOCK PRICE SINCE JOHN'S FIRST DAY?
ICAHN: IN A WAY YOU COULD LOOK AT THE NUMBERS ANY WAY YOU WANT. I'M NOT SAYING -- AND WE HAVE TO LOOK AT IT, YOU KNOW, WHAT THE PERCENT IS. BUT I AM SAYING THAT WHAT I WILL TELL YOU CATEGORICALLY IS HE'S DONE MUCH, MUCH, MUCH WORSE THAN HIS PEER GROUP. THAT'S ALL I'M SAYING. BUT THAT'S NOT THE ISSUE. THAT STILL DOESN'T ALLOW YOU TO GIVE AWAY MONEY IN A COLLEGIAL BOARD. THE WAY HE FOLLOWED UP ON THE STUFF THAT GOES ON IS JUST REPREHENSIBLE. BUT I'LL SAY THIS, EVEN IF HE DID THOSE RESULTS, THAT DOESN'T MEAN THAT -- IN FACT, HE SHOULD WELCOME A COUPLE GUYS ON THE BOARD THAT HAVE PROVEN TRACK RECORDS, THAT WE HAVE DONE A GREAT JOB ON OTHER BOARDS, WE ARE NOT -- IN FACT, WE DON'T EVEN DISTURB THE BOARD. I AM STILL FRIENDLY WITH GUYS LIKE HOWARD SOLOMON OF FOREST, WITH GUYS LIKE GREG BROWN OF MOTOROLA. I STILL HAVE DINNER WITH THEM. WE DON'T -- WE REALLY DON'T GO IN AND MAKE ENEMIES AND DISTURB. SO WHAT IS THE REASON? NOT JUST SAY COME ON THE BOARD THEN. AND YOU KNOW, WHAT'S WRONG WITH HAVING US ON?
WAPNER: DO YOU CARE THOUGH?
ICAHN: AND WE'RE GOING TO ADD THINGS. THE THING THAT BOARD NEEDS, EVEN IF THEY DID 1,000%, WHAT THAT BOARD NEEDS IS DISCIPLINE. IT'S TIME FOR LARGE SHELL JUST TO STAND UP AND SAY, HEY YOU KNOW WHAT, YOU SHOULD HAVE SHELL REPRESENTATION ON THESE BOARDS AND LOOK AT ICAHN'S RECORD AND WHY DON'T YOU PUT HIM ON?
WAPNER: I WANT ONE MORE QUESTION ON EBAY BEFORE I MOVE ONTO SOMETHING ELSE, CARL. DO YOU CARE THAT A GUY LIKE PETER THIEL, WHO IS THE CO-FOUNDER OF PAYPAL, COMES OUT WITH A VERY STRONG STATEMENT AGAINST YOU. IT'S NOT THE RIGHT TIME FOR COMPANIES TO BE SPLIT UP. I'M VISCERALLY AGAINST CARL ICAHN BECAUSE I THINK VALUE GETS CREATED OVER A LONG PERIOD, NOT THROUGH SUDDEN MOVES. I STRONGLY BELIEVE HE'S THE WRONG PERSON TO BE DECIDING EBAY'S FATE. YOUR RESPONSE TO THAT IS WHAT?
ICAHN: FIRST OF ALL, I DIDN'T EVEN READ WHAT PETER THIEL SAID. BUT WHAT I WILL SAY IS FOUNDERS OF COMPANIES DON'T NECESSARILY -- NOT NECESSARILY CORRECT TO RUN THEM. NOW LOOK AT BIOGEN. LOOK AT WHERE THE FOUNDERS WERE THERE. IF YOU LOOK AT FOUNDERS OF COMPANIES, LOOK AT THE RESULTS THEY HAVE WHEN THEY REALLY RUN A LARGE PUBLIC COMPANY. AND IF YOU READ ELON MUSK ON THIS, HE WOULD SAY IN FORBES THAT I BELIEVE THIS COMPANY, PAYPAL, WILL WITHER AND DIE IF THEY DON'T SPLIT IT OFF. AND I THINK MUSK IS EXTREMELY GOOD. HEY, LOOK, THERE'S NO QUESTION THAT THE PEOPLE IN SILICON VALLEY ARE GOING TO BAND TOGETHER. YOU KNOW, THEY'RE A BAND OF BROTHERS AND THEY'RE GOING TO BAND TOGETHER AND SAY, WELL, ICAHN'S A BAD GUY FOR COMING IN HERE. AS THEY SAID AT MOTOROLA IN THE BEGINNING. IF WE HADN'T BEEN IN MOTOROLA AND GOT IT SPLIT UP, THAT COMPANY WOULD BE BANKRUPT TODAY AND FEW WILL ARGUE WITH IT. AND I WILL TELL YOU THIS, WHEN YOU READ ABOUT PAYPAL, WE'LL BE COMING OUT WITH IT. FIRST OF ALL, PAYPAL IS GOING TO BE FIGHTING GOOGLE AND APPLE. THAT'S A GIVEN. WE ALREADY KNOW THEY'RE IN THE BUSINESS AND THEY'RE GOING TO TRY TO BE IN IT. AND PAYPAL WITH THE GREATEST MANAGERS IN THE WORLD WILL HAVE GREAT TROUBLE STANDING UP TO THEM. BUT WHAT YOU SHOULD DO IS SPLIT IT UP. AND ANOTHER GIVEN, YOU SHOULD GET GOOD MANAGEMENT IN PAYPAL. YOU SHOULD ATTRACT THE BEST MANAGEMENT TO DO SO IT'S GOT TO BE SEPARATE. WE COULDN'T GET SOMEBODY TO RUN MOTOROLA MOBILITY UNTIL WE FOUND SOMEBODY THAT COULD GO IN AND HAVE – AND NOT REPORT TO ANYONE. SO YOU SHOULD SPLIT IT UP. AT THE VERY LEAST DO AN IPO. AND EVEN, THEIR ARGUMENT ABOUT SYNERGIES GOES AWAY. BUT THEY WANT THE POWER. THEY JUST WANT THE POWER. JUST KEEP IT TOGETHER.
WAPNER: ARE YOU GOING TO CONTINUE TO BUY MORE SHARES IN EBAY?
ICAHN: YOU KNOW, WE NEVER TALK ABOUT WHAT WE'RE DOING. I MEAN LOOK, THE STOCK HAS GONE UP A FAIR AMOUNT SINCE WE GOT THERE. THE REASON IT'S GOING UP IS NOT BECAUSE DONAHOE, PEOPLE HAD AN EPIPHANY AND SAID WELL, DONAHOE'S A GREAT MAN. THE REASON IT'S GOING UP AND WASN'T LANGUISHING AND BY THE WAY, THIS YEAR, WITH EVERY OTHER COMPANY IN THE PEER GROUP, WENT UP 40%, 50%, 60%. THESE GUYS WENT UP 2%. AND THE REASON THEY'RE UP NOW IS ONLY BECAUSE WE'RE THERE AND THERE'S A HOPE, JUST A GLIMMER OF HOPE THEY ARE GOING TO DO SOME KIND OF A SEPARATION. LOOK, IT'S A VERY BADLY RUN COMPANY. BY A BOARD THAT'S EXTREMELY SHALL WE SAY THE WORD PROBABLY IS INEFFECTUAL.
WAPNER: CARL, THEY'RE PULLING THEIR HAIR OUT IN THE CONTROL ROOM. I'M ALREADY GOING TO GET IN TROUBLE, BUT I CANNOT LET YOU GO WITHOUT ASKING YOUR REACTION TO THE NEW YORK TIMES ARTICLE TODAY REGARDING HERBALIFE AND BILL ACKMAN QUESTIONING SOME OF HIS MOTIVES ON HOW HE'S GONE ABOUT THIS WHOLE HERBALIFE THING. DO YOU THINK MR. ACKMAN HAS GONE TOO FAR?
ICAHN: LOOK, I THINK JUST GOING, SEEING – YOU KNOW, WHAT ACKMAN HAS BEEN DOING MAKES YOU REALLY WONDER WHY HE'S DOING THIS. IT'S GOTTEN TO A POINT THAT I THINK IS ALMOST BORDERING ON THE INSANE. I JUST DON'T QUITE UNDERSTAND WHERE HE'S GOING AND WHAT IS HAPPENING HERE. HE'S JUST ON SOME KIND OF A CRUSADE. I MEAN LOOK, WHAT I DO IS SAY WE NEED CORPORATE GOVERNANCE IN THE COUNTRY. I'M ON THAT CRUSADE. BUT THAT IS A CRUSADE THAT HOPEFULLY YOU CAN WIN. I DON'T KNOW WHAT HE WINS HERE. WHAT DOES HE HOPE TO GET? I DON'T UNDERSTAND WHERE HE'S GOING.
WAPNER: WELL, HE HOPES THE STOCK GOES TO ZERO AND PEOPLE LIKE YOU END UP LOSING.
ICAHN: YEAH, BUT IS HE GOING TO GET IT TO GO TO ZERO? IN OTHER WORDS, HE HOPES IT GOES TO ZERO BUT HIS GOING OUT AND RANTING AND RAVING ABOUT IT, HOW IS THAT GOING TO AFFECT IT? IN OTHER WORDS, YOU GOT A BUSINESS, THE BUSINESS DOES WELL. IF YOU READ EVERYTHING ABOUT IT, IT'S NOT A PYRAMID SCHEME AND NOW HE'S GOING TO SUDDENLY MAKE IT A PYRAMID SCHEME, IT SEEMS LIKE. I THINK -- YOU KNOW WHAT I THINK. SO, I MEAN, I OWN A LOT OF THE STOCK AND I'VE NEVER SOLD A SHARE. BUT YOU KNOW SOMETHING? I BELIEVE THAT SOONER OR LATER, IT CAN'T GO ON THIS WAY WITH ACKMAN, YOU KNOW, EVERY WEEK COMING OUT WITH A NEW MEETING. I THINK THAT ALSO IS DETRIMENTAL TO THE COMPANY. AND I THINK SOMETHING -- THERE'S GOT TO COME TO A SOLUTION, IN MY OPINION.
WAPNER: CARL, THANKS SO MUCH FOR CALLING IN. WE APPRECIATE IT VERY MUCH.
ICAHN: OKAY. RIGHT.
WAPNER: CARL ICAHN, CHAIRMAN OF ICAHN ENTERPRISES.
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