GO
Loading...

CNBC Exclusive: CNBC Transcript: Icahn Enterprises Chairman Carl Icahn Speaks with CNBC's Scott Wapner on "Fast Money Halftime Report" Today

WHEN: Today, Thursday, October 24th

WHERE: CNBC's "Fast Money Halftime Report"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Carl Icahn, Icahn Enterprises Chairman. Following is a link to the interview on CNBC.com: http://video.cnbc.com/gallery/?video=3000210805.

All references must be sourced to CNBC.

SCOTT WAPNER: WELCOME TO THE "HALFTIME REPORT." OUR TOP STORY IS IN FACT THE ONE EVERYONE'S TALKING ABOUT TODAY. ICAHN AND APPLE. A NEW LETTER, AN EVEN BIGGER POSITION AND EVEN A PLEDGE TO CEO TIM COOK. SO WHAT HAPPENS NOW? CARL ICAHN JOINS US LIVE AND EXCLUSIVELY RIGHT NOW. CARL, WELCOME BACK TO THE "HALFTIME" SHOW. IT'S GOOD TO HAVE YOU ON.

CARL ICAHN: GOOD TO BE ON, SCOTT.

WAPNER: SAID YOUR LETTER WAS THE TALK OF THE STREET TODAY. I DO HAVE IT IN MY HAND HERE. I KNOW A LOT OF PEOPLE HAVE SEEN IT. JUST TO RUN THROUGH THE BULLET POINTS, AND THE MOST IMPORTANT THINGS, YOU REVEALED THAT YOU HAVE UPPED YOUR STAKE IN APPLE BY 22% TO 4.7 MILLION SHARES. THAT'S FROM 3.9 MILLION. YOU SAY YOU WANT THE $150 MILLION BUYBACK THROUGH A TENDER AT $525 A SHARE TO BEGIN IMMEDIATELY. ALSO SAYING THAT YOU WILL NOT TENDER YOUR OWN SHARES TO SHOW YOUR LONG-TERM COMMITMENT TO THE APPLE STORY. WHY NOW, CARL? WHY AT 525?

ICAHN: WE JUST THINK IT'S VERY UNDERVALUED, AND WE WOULD LIKE TO SEE A BUYBACK, SIMPLE AS THAT. I MEAN, THE NUMBERS ARE TREMENDOUSLY COMPELLING. SO WE LOOK AT THIS AS A NO-BRAINER.

WAPNER: YEAH, I MEAN, I SEE PEOPLE TALKING TODAY, YOU KNOW, WHY WOULD AN EXISTING SHAREHOLDER TENDER INTO A 525, WHEN THE STOCK IS TRADING THERE TODAY?

ICAHN: WELL, I THINK IT'S PRETTY COMPELLING EVEN AT 550, OR EVEN 570. I THINK IF YOU DO THE NUMBERS, AT 525, IF YOU SPENT $150 BILLION, WE THINK EARNINGS GO UP 33%, JUST BY BUYING THE STOCK BACK. OBVIOUSLY, I JUST HAVEN'T DONE THE NUMBERS AT 550 OR 575, BUT THEY WOULD BE QUITE COMPELLING, TOO.

WAPNER: YEAH, AND USING THE WORD COMPELLING, YOU SAY IN THE LETTER THAT YOU DO CONSIDER APPLE TO BE YOUR MOST COMPELLING INVESTMENT. YOU'VE BEEN BUYING SHARES FOR THE LAST FEW MONTHS. CAN YOU GIVE US AN IDEA OF WHAT YOUR AVERAGE PRICE IS IN APPLE, AS WE'VE SAID, YOU'VE RAISED YOUR STAKE NOW TO 4.7 MILLION.

ICAHN: YEAH, ABOUT $440 A SHARE.

WAPNER: 440. SO YOU'VE MADE A GOOD AMOUNT OF CASH ALREADY, A FEW HUNDRED MILLION DOLLARS AT LEAST, IT WOULD SEEM?

ICAHN: YEAH, WE BOUGHT A LOT MORE STOCK, YOU KNOW, SINCE WE DID THE TWEET AND SINCE WE ACTUALLY SPOKE TO TIM, AND, THEREFORE -- YEAH, I BELIEVE WE HAVE QUITE A GOOD PROFIT ON IT. BUT I THINK IT'S JUST BEGUN. I THINK APPLE IS A VERY COMPELLING STORY. IT HAS A GREAT DEAL OF POTENTIAL. BUT THE OBVIOUS THING WOULD BE, FOR THE COMPANY TO USE ITS $150 BILLION TO BUY THE STOCK BACK. I MEAN, YOU KNOW, SHAREHOLDERS DIDN'T BUY THE COMPANY – IF THEY WANTED TO BUY A BANK, THEY COULD HAVE BOUGHT A BANK. SO YOU DON'T KEEP 150 BILLION AROUND. BUT EVEN IF YOU DO KEEP IT, THE SIMPLE WAY TO GET AROUND, THE REPATRIATION, IS TO BORROW MONEY. AND I DO THINK THAT ON THE BOARD, THERE ARE, AS FAR AS I CAN SEE, NO ONE THAT REALLY HAS FINANCIAL EXPERTISE.

WAPNER: NO. BUT YOU KNOW, YOU HAVEN'T A – A NUMBER OF NOTABLE CEOs AND CORPORATE FOLKS WHO CERTAINLY KNOW THEIR WAY AROUND A BALANCE SHEET, CARL, ALL RIGHT? YOU'D ADMIT THAT.

ICAHN: I CERTAINLY WOULD ADMIT THAT. BUT I WOULD ALSO SAY THAT – I THINK MY RECORD PROVES IT, THAT I THINK A LOT OF BOARDS ARE JUST NOT DOING THEIR JOBS IN THIS COUNTRY. AND IN THIS INSTANCE, I THINK THE BOARD IS NOT. I HAVE NO CRITICISM OF TIM COOK. I THINK HE'S DOING A GREAT JOB. BUT I THINK IT'S AN OBVIOUS THING TO DO.

WAPNER: RIGHT. I MEAN -- AND YOU MAKE THE CASE, AND WE CAN GET INTO MORE ABOUT THE BUYBACK, BUT FROM A SHARE OWNERSHIP STANDPOINT, YOU LAY IT OUT PRETTY CLEARLY -- YOU INTEND TO BUY MORE APPLE.

ICAHN: WE DO. WE DO. AT THESE VALUES, WE THINK IT'S STILL VERY CHEAP.

WAPNER: SO IT'S FAIR TO SAY THAT, YOU KNOW, WITHIN THE NEXT – IN TERMS OF TIMEFRAME, WEEKS, WE SHOULD EXPECT CARL ICAHN TO BE BUYING MORE SHARES OF APPLE STOCK.

ICAHN: WELL LOOK, I MADE A PLEDGE THAT I WOULDN'T TENDER. I'M NOT MAKING A PLEDGE ON BUYING STOCK.

WAPNER: I UNDERSTAND.

ICAHN: BUT I DO PRESENTLY INTEND TO BUY IT, BUT THAT IS NOT A PLEDGE.

WAPNER: RIGHT. YOU SAY IN THE LETTER THAT IN TERMS OF THE BUYBACK, IT WOULD BE UNPRECEDENTED BECAUSE OF ITS SIZE. AND ISN'T THAT ONE OF THE MAJOR ISSUES TO BE CONSIDERED HERE? IS IT JUST TOO BIG, WHAT YOU'RE LOOKING TO BE DONE? THEY'RE ALREADY DOING A BIG BUYBACK, PROBABLY RETURNING MORE CASH TO SHAREHOLDERS THAN ANYBODY ELSE IN TERMS OF DIVIDENDS, BUYBACKS, ET CETERA. SO WHY DO SOMETHING EVEN BIGGER IF IT'S ALREADY BIG?

ICAHN: WELL, IT'S ALL A RELATIVE THING. I MEAN, THE COMPANY SELLS FOR $450 BILLION. I THINK, OBVIOUSLY, EVERYTHING IS -- RELEVANT. RELATED TO THE SIZE OF THE SITUATION. AND IN THIS CASE, THEY CERTAINLY COULD DO IT.

WAPNER: WHAT IF THEY DON'T? WHAT IF THEY DON'T? WHAT IF AT THE END OF THE DAY, CARL, THEY COME BACK, AFTER EVERYTHING YOU'VE DONE, AFTER A COUPLE OF LETTERS, AFTER BUYING MORE STOCK, AND PERHAPS YOU'RE GOING TO LOAD UP EVEN MORE, WHAT IF TIM COOK COMES BACK, AND SAYS, CARL, THANKS FOR YOUR INTEREST, WE LOVE YOU AS A SHAREHOLDER, BUT WE'RE NOT GOING TO DO THIS?

ICAHN: WE'VE GOTTEN A TREMENDOUS AMOUNT OF INTEREST FROM LARGE SHAREHOLDERS THAT HAVE CALLED US. AS I'VE SAID BEFORE, UNFORTUNATELY, IN THIS COUNTRY, LARGE INSTITUTIONAL SHAREHOLDERS DON'T LIKE TO REALLY GET INVOLVED AS FAR AS OVERTLY. I THINK WE WOULD TEST AND SEE HOW THE SHAREHOLDERS FEEL AND IF WE SHOULD DO A PROXY FIGHT. AND WE WOULD JUDGE THAT AT THAT TIME. WE, OF COURSE, HAVE A DIFFERENT VIEW OF WHAT SHOULD BE DONE IN THIS COUNTRY. I THINK THAT THE GREATEST THING I CAN DO IN MY LIFE IS TO TRY TO CHANGE SOME OF THE LAWS AND SOME OF THE RULES RELATING TO CORPORATE GOVERNANCE, AND THAT'S WHAT I PLAN TO CONTINUE TO DO. IF I FELT THAT I COULD WIN ONE OR TWO SEATS ON THE BOARD, I WOULD CERTAINLY DO IT. I HAVE NO COMPUNCTIONS ABOUT DOING THAT. I THINK MANY MORE PROXY FIGHTS SHOULD BE FOUGHT IN THIS COUNTRY, BECAUSE OUR MANAGEMENTS IN GENERAL ARE NOT THE MANAGEMENTS THAT SHOULD BE THERE. AND THEY'RE NOT ACCOUNTABLE. NOW, IN THE CASE OF APPLE, WE DON'T FEEL THAT WAY ABOUT THE OPERATING MANAGEMENT. WE FEEL TIM COOK'S DOING A GREAT JOB. BUT WE ALSO FEEL THAT THEY ARE NOT DOING -- THEY'RE VERY DERELICT IN NOT DOING A BUYBACK. IF OTHER SHAREHOLDERS FEEL THE SAME WAY AND TELL US THAT, WE'LL TEST THE WATERS, BECAUSE, AS YOU KNOW, THERE'S A GREAT FEELING ABOUT APPLE. AND THERE SHOULD BE. I THINK IT'S A GREAT COMPANY.

WAPNER: BUT YOU'RE --

ICAHN: BUT THAT DOESN'T MEAN THAT THE BOARD SHOULD JUST BE SUPPORTED LIKE THE DIVINE RIGHT OF KINGS, AND NOT TO BE INTERFERED WITH. AND SO, WE WOULD JUDGE THAT, AND IF WE FELT THERE WAS A CHANCE TO GET A FEW NOMINEES ON THE BOARD TO PUSH FOR THIS ONE ITEM, WE WOULD DO IT.

WAPNER: YOU'RE SAYING RIGHT HERE, RIGHT NOW ON CNBC THAT YOU WOULD CONSIDER DOING A PROXY FIGHT AGAINST WHAT IS RIGHT UP AT THE TOP OF THE MOST VALUABLE COMPANIES ON THE PLANET?

ICAHN: I DON'T KNOW WHAT IT MEANS, ONE OF THE MOST VALUABLE COMPANIES ON THE PLANET. I MEAN CZARIST RUSSIA WAS ONE OF THE GREATEST COUNTRIES, AND LOOK WHAT HAPPENED TO IT. YOU KNOW, AND LOOK HOW THE PEOPLE LIVED IN CZARIST RUSSIA. MAYBE THAT'S A BAD ANALOGY., BUT JUST BECAUSE IT'S ONE OF THE BIGGEST COMPANIES DOESN'T MEAN THAT IT'S ABOVE CRITICISM. AND I THINK THIS BOARD SHOULD BE CRITICIZED FOR NOT DOING THIS.

WAPNRE: DO YOU WANT TO BE ON THE BOARD PERSONALLY?

ICAHN: I DO NOT. I HAVE BEEN INVOLVED -- I'M INVOLVED WITH TEN DIFFERENT COMPANIES RIGHT NOW, I'M INVOLVED WITH RUNNING BILLIONS AND BILLIONS OF DOLLARS. I DON'T WANT REALLY WANT TO SPEND THE TIME TO GO ON A BOARD AT THIS POINT. BUT WE'VE BEEN EXTREMELY SUCCESSFUL IN REPRESENTATION ON BOARDS OVER THE LAST 13 YEARS. AND I THINK THE PROOF OF THE PUDDING IS IN THE EATING. WE HAVE DONE SO WELL, BECAUSE WE HAVE GOTTEN BOARDS TO CHANGE THINGS. AND WE GET INVITED BACK A LOT ON THESE BOARDS, AND THE BOARDS ACTUALLY RESPECT US, AND I'VE STAYED FRIENDS WITH A LOT OF THE CEOs WHO HAVE BEEN INVOLVED WITH. I MEAN IN THE BEGINING, WE'VE HAD PROXY FIGHTS IN SOME OF THEM. BUT THEY'VE DONE EXTREMELY WELL. AND THIS BOARD IS NOT ABOVE REPROACH. AND IT'S -- I THINK IT IS NOT DOING WHAT IT SHOULD TO ENHANCE SHAREHOLDER VALUE.

WAPNER: DO YOU THINK YOU COULD WIN A PROXY FIGHT IF YOU WENT THERE?

ICAHN: I WANT TO BE CLEAR ON THIS, SCOTT. I THOUGHT I SAID IT. IF THEY DON'T DO IT, WE'LL TEST THE WATERS AND SEE IF THE SHAREHOLDERS WANT US TO DO IT. AND IF WE COULD WIN. IT'S NOT THAT WE'RE SAYING ON THIS TV SHOW THAT WE'RE GOING TO GO DO A PROXY FIGHT.

WAPNER: SURE.

ICAHN: WE'VE SAID WE'RE NOT GOING AWAY. I TOLD THAT TO TIM, AND I'LL SAY IT AGAIN. AND, YOU KNOW, ALL OF THE CRITICISM IN THE WORLD IS NOT GOING TO CHANGE MY VIEWS ON THAT. I MEAN, IF I WERE WORRIED ABOUT CRITICISM, I DON'T THINK I WOULD HAVE ACCOMPLISHED WHAT I HAVE.

WAPNER: LET ME ASK YOU, WOULD YOU BE DOING THIS IN APPLE RIGHT NOW, TAKING THE POSITION THAT YOU HAVE TAKEN, ARGUING FOR A HUGE BUYBACK IF STEVE JOBS WERE STILL RUNNING THIS COMPANY? AN ICONIC LEADER, THE FOUNDER OF THE COMPANY, RATHER THAN TIM COOK?

ICAHN: I ABSOLUTELY WOULD BE DOING THE SAME THING. WE HAVE GONE IN TO -- IN SEVERAL COMPANIES, WE'VE BEEN EXTREMELY SUCCESSFUL GOING AGAINST THE LEADER, THE FOUNDER. IN MANY INSTANCES, THE FOUNDER SHOULDN'T BE RUNNING THE BIG COMPANY. BUT I'M NOT SAYING THAT ABOUT STEVE JOBS. YOU KNOW, A LOT OF PEOPLE KEEP TALKING ABOUT STEVE JOBS THIS, STEVE JOBS THAT. YOU KNOW, IT'S LIKE THE OLD STORY WHERE, YOU KNOW, THE WIFE KEEPS NAGGING HER HUSBAND, TELLING HIM WHAT HER FIRST HUSBAND WOULD HAVE DONE. AND WHO THE HECK KNOWS WHAT THE FIRST HUSBAND WOULD HAVE DONE? AND IT'S COMPLETELY DIFFERENT DYNAMIC. SO TO KEEP SAYING WHAT STEVE JOBS WOULD HAVE DONE. I MEAN, IS LUDICROUS. I DON'T KNOW WHAT HE WOULD HAVE DONE, BUT EVEN IF I DID KNOW, SO WHAT? THE FACT THAT HE BUILT A GREAT COMPANY DOESN'T MEAN THAT HE'S A FINANCIAL GUY.

WAPNER: DO YOU THINK --

ICAHN: LOOK, LOOK, YOU KNOW, APPLE IS SORT OF A CULT COMPANY. IT'S A GREAT COMPANY. BUT THE STOCK DID GO DOWN FROM 700 TO 420 OR 430 WHEN WE BOUGHT IT. IT WAS A GREAT BUY THEN, IT'S GREAT BUY NOW. AND WE THINK CERTAIN THINGS SHOULD BE DONE TO ENHANCE SHAREHOLDER VALUE THERE. AND IT'S AS SIMPLE AS THAT.

WAPNER: LET ME ASK YOU, JOHN SCULLEY, WHO USED TO RUN APPLE, WAS ON OUR PROGRAM YESTERDAY, SAID --

ICAHN: I SAW THAT. I HEARD THAT, YEAH.

WAPNER: SAID APPLE SHOULD IGNORE YOU. BILL GROSS WHO RUNS PIMCO OUT ON THE WEST COAST TWEETED TODAY AFTER YOU REVEALED YOUR LETTER, AND SAID THE FOLLOWING – ICAHN SHOULD LEAVE APPLE ALONE AND SPEND MORE TIME LIKE BILL GATES. IF ICAHN'S SO SMART, USE IT TO HELP PEOPLE NOT YOURSELF. WHAT'S YOUR REACTION, BILL GATES?

ICAHN: WELL, YOU KNOW, I HAVE RESPECT FOR BOTH OF THOSE GUYS. I THINK THAT BILL GROSS CERTAINLY HAS A RIGHT TO HIS OPINION, AS DOES SCULLEY. I NOTICED –

WAPNER: AND WARREN BUFFETT, FOR THAT MATTER, OVER THE LAST WEEK OR SO, HAS SAID ALMOST THE SAME THING WHEN HE WAS ON CNBC, THAT HE SUPPORTS, HIS VOTE WOULD BE WITH THE CURRENT BOARD, THAT THEY'VE DONE A GOOD JOB.

ICAHN: I DON'T THINK HE SAID EXACTLY THAT. BUT IN ANY EVENT, YOU KNOW, IF YOU LOOK BACK IN HISTORY, A LOT OF PEOPLE -- I'LL JUST TAKE AN EXAMPLE, JUST THINKING OF IT WHILE I'M TALKING TO YOU -- THEODORE ROOSEVELT TOOK TREMENDOUS CRITICISM FROM THE ESTABLISHMENT WHEN HE WENT AGAINST THE TRUSTS OF THE MONOPOLIES, AND IF HE HADN'T DONE IT, THE MONOPOLIES HAD A STRANGLEHOLD ON OUR ECONOMY, IN MY OPINION. BACK IN THE 1900s. AND THEODORE ROOSEVELT TOOK ON THE WHOLE ESTABLISHMENT. HE WAS A VERY HATED MAN BY GOING AFTER THEM. SO IF YOU JUST LISTEN THROUGH HISTORY, IF YOU JUST GO AND WANT TO LISTEN TO THE ESTABLISHMENT, AND WANT TO LISTEN TO WHAT THEY SAY, I THINK YOU WOULD HAVE A GREAT DEAL OF PROBLEMS, AND YOU WOULDN'T HAVE PROGRESSED – AND THIS COUNTRY WOULDN'T HAVE PROGRESSED. I MEAN, A LOT OF PEOPLE HATED WASHINGTON AND ADAMS FOR GOING AFTER THE ENGLISH. SO THE FACT THAT THESE MEN SAY THAT, I HAVE TO SAY THAT I RESPECT EVERYBODY YOU JUST MENTIONED. BUT THAT DOESN'T MEAN THAT THEY'RE RIGHT. AND THAT DOESN'T MEAN THAT YOU SHOULDN'T INTERFERE WITH THE PROBLEM THAT WE HAVE. I BELIEVE WE HAVE A TREMENDOUS PROBLEM IN THIS COUNTRY, AND WE'RE GOING TO HAVE A TREMENDOUS PROBLEM PAYING SOCIAL SECURITY AND PAYING OUT PENSION FUNDS WHEN THEY COME DUE, THE WAY WE'RE GOING. AND THE MAJOR REASON FOR THAT IS THE FACT THAT OUR COMPANIES ARE NOT RUN PROPERLY, THAT BECAUSE THERE IS NO ACCOUNTABILITY ON -- THE BOARDS ARE NOT ACCOUNTABLE. THE VERY PEOPLE THAT YOU JUST MENTIONED, THEY'RE THE PEOPLE ON THESE BOARDS. AND WHEN PEOPLE LIKE THEM ARE ON THESE BOARDS -- AND YOU KNOW I DON'T THINK THEY DO A GOOD JOB. I MEAN, LOOK, IN THE COMPANIES THAT WE'VE FOUGHT, THE COMPANIES WE'VE GOT ON THE BOARDS, YOU CAN LOOK AT THE BOARDS WE GOT ON, AND THEY WERE MADE UP OF REAL STARS, AND YET, THEY WEREN'T DOING THEIR JOBS. IT'S A SAD COMMENTARY. BUT YOU KNOW, WHEN YOU TALK TO PEOPLE – WHEN YOU GO TO COCKTAIL PARTIES, WHEN YOU TALK TO THESE VERY PEOPLE THAT YOU'RE MENTIONING, OR THE SAME TYPE OF PEOPLE, THEY ALL SIT AND LAUGH WITH YOU AND AGREE WITH YOU, AND SAY YEAH, THESE COMPANIES ARE TERRIBLE, THEY'RE AWFUL. BUT, YOU KNOW, THEY'RE STILL GOING, AND THEY'RE STILL FRIENDLY WITH THESE GUYS, AND YOU KNOW THESE GUYS ARE NICE GUYS. THEY'RE REALLY FUN TO BE WITH. BUT THAT'S NOT THE ISSUE. THE ISSUE IS THAT YOU HAVE TO STAND UP AND SAY WE NEED ACCOUNTABILITY. AND, YOU KNOW, THE MOST LAX, IN MY OPINION, IN THESE AREAS -- NOT ALL OF THEM. THERE'S SOME GUYS -- SOME BIG MUTUAL FUNDS, SOME BIG INSTITUTIONS THAT ARE TAKING GREAT INTEREST IN IT. BUT THERE ARE SOME THAT JUST DON'T WANT TO. AND THEY SHOULD BE.

WAPNRE: SURE. BUT MAYBE PART OF THE ISSUE HERE IS WITH APPLE SPECIFICALLY, YOU KNOW, PEOPLE THINK THEY SHOULD -- THEY'RE ALREADY GIVING MONEY BACK TO SHAREHOLDERS, THEY'RE ALREADY DOING A BIG BUYBACK. THIS IS A COMPANY THAT SHOULD BE FOCUSING AND POURING THEIR MONEY INTO INNOVATION, DEVELOPING THE GREAT PRODUCTS THAT THEY HAVE OVER TIME, TO KEEP DRIVING THE STOCK PRICE HIGHER, RATHER THAN ENGAGING IN WHAT SOME PEOPLE WOULD TERM MORE FINANCIAL ENGINEERING. WHAT WOULD YOUR REACTION TO BE TO THAT?

ICAHN: WELL, YOU KNOW, SCOTT, IT'S INTERESTING YOU SAY THAT. AND I DON'T THINK THEY'RE MUTUALLY EXCLUSIVE. A COMPANY -- APPLE DOES NOT NEED 150 BILLION TO DO THIS. IT'S LUDICROUS TO SAY THEY NEED 150 BILLION SITTING IN A BANK SOMEWHERE IN EUROPE TO DO INNOVATION. THEY HAVE PLENTY OF MONEY TO DO INNOVATION. THEY CAN BORROW WHATEVER THEY WANT. THERE'S 150 BILLION SITTING THERE AND DOING NOTHING. IT USED TO BE TRUE OF IBM, YOU HAD TO -- YOU HAD SHAREHOLDERS THAT WERE LIVING IN LITTLE HOMES AND WOULDN'T -- COULDN'T AFFORD COLLEGE EDUCATION FOR THEIR KIDS, BUT THE IBM STOCK WOULD STILL BE GROWING IN THE VAULT FOR THEM. YOU KNOW? IT'S THE SAME THING HERE. APPLE -- IT'S ABSURD TO SAY APPLE IS GOING TO HAVE TO USE 150 BILLION FOR SOMETHING. I MEAN, I AGREE THAT THEY'RE INNOVATIVE. I MEAN, IT'S SORT OF A UNIQUE SITUATION FOR ME ANYWAY, BECAUSE I REALLY DO LIKE TIM COOK. I THINK HE'S DOING A GOOD JOB, SO NORMALLY, I WOULD BE TELLING YOU, WELL, WE OUGHT TO SEE A CHANGE IN THE CEO, OR WE HAVE TO CHANGE THEM, AND I DON'T THINK THAT'S TRUE HERE. I THINK YOU NEED A CHANGE ON THE BOARD, OR SOME OF THE BOARD, OR AT LEAST CHANGE THE BOARD, SHAKE UP THE BOARD, TO GET THEM TO DO SOMETHING LIKE THIS.

WAPNRE: LET ME ASK YOU, THE ISSUES THAT I RAISE, FROM WHETHER IT'S SCULLEY OR GROSS OR BUFFETT, IT DOES RAISE THE ISSUE OF ACTIVISM. AS IT CURRENTLY STANDS. AND PERHAPS EVEN THE GREATER ROLE THAT YOU PLAY WITHIN ACTIVISM. I COULD SIT HERE AND SAY CARL IS INVESTED IN, WHETHER IT'S IMCLONE, OR CHESAPEAKE OR BIOGEN OR HAIN AND I LOOKED AT ALL OF THESE STOCKS -- MENTOR, YAHOO! EL PASO -- THE TRACK RECORD THAT YOU HAVE, THE FACT THAT I.E.P. IS UP 1400% SINCE JANUARY OF 2000 OUTPACING BERKSHIRE STOCK AND SOME OTHERS INCLUDING THE S&P 500. WHY, THEN, IS IT HARD TO STILL DELIVER YOUR MESSAGE?

ICAHN: I THINK IF YOU LOOK THROUGH HISTORY, WHEN YOU WANT TO CHANGE THE STATUS QUO, IT'S A VERY DIFFICULT THING TO DO. I MEAN, YOU GO THROUGH ANY CHANGE, ANY REALLY GREAT CHANGES THAT OCCURRED, YOU'RE CHANGING A STATUS QUO, AND THE NATURE OF MAN, I THINK, IS TO ACCEPT THINGS. TO JUST GO ALONG AND NOT – AND NOT WANTING A CHANGE. BUT CHANGES HAVE BEEN MADE BY CERTAIN INDIVIDUALS, AND THOSE CHANGES THAT COME ABOUT IS WHAT CREATES A DYNAMIC CIVILIZATION AND WHAT MAKES THE CIVILIZATION GREATER AND GREATER AND GREATER. I MEAN, IF YOU GO BACK TO GALILEO, IF YOU GO BACK – I MEAN, THEY HUNG PEOPLE BECAUSE THEY SAID, WELL, GOD DIDN'T WANT THEM TO DO THIS, OR GOD DIDN'T WANT THEM TO DO THAT. THEY HAD THE DIVINE RIGHT OF KINGS, AND THEY WOULD HANG YOU FOR GOING AGAINST THE KING. I SAY IN -- ON THIS WEBSITE THAT I PUT OUT TODAY, SHAREHOLDER SQUARE TABLE. I MEAN, I SAY THAT – SOME MEN HAVE DIED FIGHTING TYRANNY. THE LEAST WE COULD DO IS VOTE AGAINST IT, BECAUSE THERE ARE REVOLUTIONS, THERE ARE CHANGES. BUT IT'S VERY DIFFICULT TO DO IT. AND I HAVE TO TELL YOU THAT THE PEOPLE THAT CRITICIZE, I MEAN THE THREE PEOPLE YOU JUST MENTIONED, I RESPECT THEM ALL. I'M NOT GOING TO CRITICIZE THEM. I THINK THEY'RE SMART GUYS, EVERY ONE OF THEM. ACTUALLY, SCULLEY DID SAY I WAS A SMART GUY. I THANK HIM FOR THAT. AT LEAST HE SAID THAT.

WAPNER: LOOK, I'M SURE THAT ALL THREE –

ICAHN: I'M LUCKY FOR ANY CRUMB I CAN GET, I GUESS. BUT AS FAR AS I'M CONCERNED, THIS IS WHAT MAKES CHANGE, AND I'M GOING TO KEEP DOING IT. BECAUSE I TELL YOU, BILL GROSS, WHO I RESPECT, SAID, WELL, YOU KNOW, I OUGHT TO SPEND MY TIME DOING SOMETHING LIKE BILL GATES. YOU KNOW, I THINK THE GREATEST, GREATEST, GREATEST USE OF MY TIME WOULD BE TO TRY TO CHANGE THE LAWS OR THE RULES IN CORPORATE GOVERNANCE TODAY. BECAUSE IF YOU COULD CHANGE THEM, AND YOU CAN MAKE MANAGEMENTS ACCOUNTABLE, YOU COULD CHANGE OUR ECONOMY, BECAUSE WE DO HAVE A POOR ECONOMY. YOU KNOW, THE MARKET IS NOT TRULY REFLECTING WHAT IS GOING ON.

WAPNER: RIGHT.

ICAHN: WE HAVE GREAT ASSETS, WE'VE GOT GREAT PEOPLE WORKING. BUT THE TROUBLE WE HAVE IN MANY CASES IS LAX MANAGEMENT, UNACCOUNTABLE MANAGEMENT. THE WRONG PEOPLE RUNNING THESE COMPANIES. AND IF YOU THINK ABOUT IT, IF IT'S CHANGED, I THINK IT WILL MAKE US A MUCH MORE DYNAMIC ECONOMY, AND WE'LL PUT PEOPLE BACK TO WORK. WE ARE NOT DOING WELL. WE HAVE HIGH UNEMPLOYMENT. AND WE'RE ONLY DOING WELL IN THE MARKET, BECAUSE THERE IS JUST ASSET INFLATION. YOU'RE DOING WELL IN THE MARKET, BECAUSE THERE'S NOWHERE FOR MONEY TO GO, BECAUSE INTEREST RATES ARE SO LOW THAT, UNFORTUNATELY, PEOPLE HAVE TO SPEND THEIR MONEY, AND THEY HAVE TO PUT THE MONEY INTO THE MARKET AT THIS POINT. BUT ONE DAY, I THINK THERE'S GOING TO BE A GREAT DAY OF RECKONING WITH WHAT'S HAPPENING TODAY. AND ONE OF THE REASONS IS THAT WE'RE NOT PRODUCTIVE. THAT WE'RE NOT DOING WHAT WE CAN WITH OUR ASSETS, AND THAT'S WHY WE'VE DONE SO WELL. NOT BECAUSE I'M A GREAT MANAGER. NOT BECAUSE I'M A GREAT GENIUS IN PICKING STOCKS, ALTHOUGH I THINK I HAVE A TALENT FOR IT. BUT I WILL TELL YOU THIS. WHEN WE GO INTO THESE COMPANIES, JUST TAKE A LOOK AT WHAT WE'VE DONE AT THESE COMPANIES, AND HOW WELL THEY'RE PERFORMING NOW AS OPPOSED TO WHAT THEY WERE WHEN WE WENT INTO THEM. NOW, THAT'S NOT TRUE OF EVERY COMPANY I'VE GONE INTO.

WAPNER: SURE, BUT I MENTIONED –

ICAHN: BUT IT IS TRUE OF SO MANY.

WAPNER: I MENTIONED A LIST OF SOME PRETTY DARN GOOD ONES, RIGHT? AND ABOUT TEN OF THEM, AS A MATTER OF FACT. WHICH BRINGS ME TO THE NETFLIX STORY, CARL, WHICH I WANTED TO GET TO. WHAT SOME PEOPLE FRANKLY ARE CALLING ONE OF THE GREATEST TRADES EVER. I KNOW YOU'VE GIVEN CREDIT TO YOUR SON BRETT AND TO DAVE SCHECHTER OVER THERE, AND IT'S WELL DESERVED. BUT I'M CURIOUS, AFTER YOU HEARD REED HASTINGS THE OTHER MORNING SAY MOMENTUM INVESTORS ARE FUELLING EUPHORIA IN THE STOCK, DID THAT SCARE YOU? WAS THAT THE MOMENT THAT PERHAPS YOU THOUGHT NOW'S THE TIME THAT I NEED TO TAKE SOME PROFITS AND BE PRUDENT?

ICAHN: NO, THAT WASN'T AT ALL WHAT MOTIVATED ME TO DO IT. WHAT MOTIVATED ME TO DO IT, AS I SAID, THAT I'M A BATTLE-HARDENED VETERAN OF SEVEN BEAR MARKETS, AND IT'S POSSIBLE ANOTHER ONE IS COMING. I BELIEVE SOONER OR LATER THERE WILL BE ONE. I'M NOT TELLING YOU TOMORROW, OR NEXT MONTH, OR EVEN NEXT YEAR. BUT THERE WILL BE ONE. AND I LIVED THROUGH ALL OF THIS. YOU KNOW, IT'S SORT OF AN ICAHN RULE. WHEN YOU MAKE FIVE TIMES YOUR MONEY, THAT DOESN'T MEAN YOU'RE A SHORT-TERMER IF YOU SELL AND TAKE SOME CHIPS OFF THE TABLE. AND I DO THINK NETFLIX IS A GREAT COMPANY. AND I DO THINK THEIR MODEL IS GREAT. SO IT HAD NO -- THAT WAS NOT THE REASON TO DO IT. I THINK REED HASTINGS IS TALKING ABOUT A EUPHORIA MIGHT BE ACCURATE, MIGHT NOT BE ACCURATE. BUT WHAT IS TRUE AS FAR AS MY INVESTMENT PHILOSOPHY IS, YOU KNOW, WHEN YOU MAKE FIVE TIMES YOUR MONEY, YOU TAKE THE CHIPS OFF THE TABLE. BEING THAT SAID, I THINK THE MODEL OF NETFLIX IS AN EXCELLENT ONE, AND IT'S VERY HARD TO COMPETE. AND THAT'S WHY, YOU KNOW, WHEN I LOOKED AT IT, ACTUALLY, DAVE AND BRETT BROUGHT IT TO ME, IT TOOK ME ABOUT 20 MINUTES TO SAY THIS IS ONE OF THE GREAT ONES OF ALL TIME. YOU KNOW, THIS IS A NO-BRAINER. LET'S JUST GO.

WAPNER: 58 BUCKS. 58 BUCKS IS --

ICAHN: YEAH, I WAS ANGRY THAT WE DIDN'T BUY MORE AT ONE TIME. I WAS ACTUALLY YELLING AT THE GUYS, WHY THE HELL DIDN'T YOU BUY MORE THIS DAY? BUT THEY DID A GREAT JOB IN FINDING IT. AND I THINK APPLE IS ALSO ONE OF THEIRS.

WAPNER: RIGHT.

ICAHN: IN OTHER WORDS, THEY BOTH LOVE APPLE. AND IT'S THE SAME DYNAMIC. IT'S COMPELLING FOR A DIFFERENT REASON, NOT JUST THE MODEL, ALTHOUGH THE MODEL IS A GREAT ONE BECAUSE OF THEIR ECOSYSTEM AND -- COME ON -- BECAUSE OF THE ECOSYSTEM AND BECAUSE OF THE FACT THAT YOU COULD USE THE CAPITAL --

WAPNER: RIGHT.

ICAHN: THE 150 BILLION IS A COMPELLING FACTOR AND IT SHOULD BE FACTORED INTO IT.

WAPNER: CARL, BUT BEFORE I GO, I WANT TO MAKE MY LAST QUESTION ONE ABOUT A STOCK WE HAVEN'T TALKED ABOUT THE LAST FEW TIMES YOU'VE COME ON CNBC. AND THAT'S HERBALIFE. I WANT TO DO IT IN THIS CONTEXT. AT THE END OF JANUARY, YOU AND BILL ACKMAN WENT AT IT HARD ON THIS PROGRAM, ON THIS NETWORK. THINGS HAVE CHANGED A LITTLE BIT IN THE LAST SEVERAL WEEKS. ACKMAN'S RESTRUCTURED HIS POSITION, SO IN A SENSE, THE STORY HAS TURNED MANY PAGES.THE BOOK IS ABOUT TO CLOSE. WHAT ARE YOUR THOUGHTS ON THIS WHOLE EPISODE WITH HERBALIFE, YOUR THOUGHTS ON YOUR POSITION AS IT STANDS NOW, AND WHERE YOU THINK THE COMPANY GOES FROM HERE?

ICAHN: I THINK HERBALIFE IS STILL VERY UNDERVALUED. I THINK IT'S SORT OF SAD THAT IT HAS TO BE UNDER THIS PUBLICITY CONCERNING THE FACT THAT IT'S A PYRAMID SCHEME. I THINK IF YOU LOOK AT IT, I THINK IT ACTUALLY DOES GIVE EMPLOYMENT TO A LOT OF PEOPLE, AND IT'S JUST A WAY OF RETAILING. BUT IF YOU EVER READ THAT REPORT -- I MEAN, THERE, TOO, YOU FIND INVESTMENTS THROUGH SIMPLICITY. AND I'LL TELL YOU WHAT WAS REALLY SIMPLE. IF YOU READ THE REPORT THAT ACKMAN PUT OUT, AND I'M NOT GETTING INTO A PERSONAL THING WITH ACKMAN ANYMORE, THAT'S OVER, AS FAR AS I'M CONCERNED. HEY, LISTEN, I CAN'T BE MAD AT SOMEBODY WHERE HE -- WHERE I NEVER WOULD HAVE BEEN IN IT IF I HADN'T LIKED THE GUY TO BEGIN WITH. THAT'S WHAT GOT ME INTERESTED IN IT. AND I READ THAT REPORT. IT TOOK ME THREE, FOUR HOURS. ANY INTELLIGENT PERSON READING THAT REPORT THAT ACKMAN PUT OUT OR THE GIRLS – I FORGET WHAT THEY ARE CALLED – THE CALICO OR SOMETHING GIRLS.

WAPNER: THE INDIGO GIRLS.

ICAHN: THE INDIGO GIRLS. YOU READ THAT REPORT, YOU REALIZE THE HOGWASH IT WAS. YOU REALIZE HOW RIDICULOUS IT WAS. I TOOK THE TIME -- I DIDN'T DO ALL OF THIS IN-DEPTH RESEARCH THAT PEOPLE KEEP DOING. I THINK TOO MUCH INFORMATION CAN BE A DOWNFALL IN THIS. YOU LOOK AT THINGS THAT ARE NO-BRAINERS, AND THEN ARE SIMPLE. AND, YOU KNOW, ALL YOU HAVE TO DO IS CALL A FTC LAWYER, WHO LOOKED AT IT, AND HE SAID, I AGREE WITH YOU, CARL, THIS IS COMPLETE NONSENSE, IT'S ABSURD. AND THAT'S WHY I BOUGHT SO MUCH OF IT.

WAPNER: RIGHT. CARL --

ICAHN: AND THE FACT -- YEAH?

WAPNER: FINISH YOUR THOUGHT. I APOLOGIZE.

ICAHN: WELL, I MEAN, AND I THINK THE SAME IS FOR APPLE. IT'S SIMPLE. YOU HAVE 150 BILLION? YOU SHOULD BUY BACK YOUR OWN STOCK. HEY, LOOK, YOU KNOW, I'M THINKING BACK TO THE TIME I OWNED SOME OIL COMPANIES AND OIL WELLS, AND WE HAD PARTNERS. AND WE HAD A PARTNER IN THE OIL WELL, IN ONE OF THESE WHERE WE DID VERY WELL. FOR ONE REASON OR ANOTHER, HE WANTED TO SELL, AND HE HAD A BUYER. AND HE CAME TO ME, AND I SAID, THANK YOU VERY MUCH FOR COMING TO ME, AND LETTING ME KNOW THAT YOU'RE GOING TO SELL IT. BECAUSE OF COURSE, I'LL BUY IT FROM YOU. AND I'LL PAY YOU EVEN MORE. YOU'RE SELLING IT WAY TOO CHEAP. WELL ISN'T IT THE SAME AS APPLE? APPLE, YOU HAVE PEOPLE THAT OWN APPLE THAT LOVE IT. YOU HAVE OTHER PEOPLE THAT SELL THE STOCK OUT HERE. WELL, THEY'RE SELLING IT TOO CHEAP. IF YOU BELIEVE THAT, IF TIM COOK BELIEVES IT AND I BELIEVE IT, AND YOU'RE SELLING IT TOO CHEAP, ISN'T IT -- AND YOU HAVE A LOT OF MONEY -- IT'S THE SAME THING. IT'S ABSURD NOT TO BUY IT. IT'S JUST LIKE THAT OIL WELL WHERE YOU HAVE A PARTNER, HE WANTS TO SELL IT, HE WAS NICE ENOUGH TO TELL ME HEY, I WANT TO SELL IT. I SAID, LOOK, I THINK YOU'RE SELLING IT CHEAP, BUT I'LL CERTAINLY BUY IT FROM YOU. AND I MADE TEN TIMES MY MONEY ON IT. AND IT'S THE SAME WITH APPLE. I MEAN, THERE ARE PEOPLE OUT THERE THAT WANT TO SELL IT FOR ONE REASON OR ANOTHER. SHOULDN'T THE LOYAL APPLE HOLDER, THE GUY WHO OWNS THE STOCK, GET THE BENEFIT OF THAT SALE, INSTEAD OF, HEY, I'M TALKING AGAINST MYSELF, INSTEAD OF EVEN ME BUYING IT?

WAPNER: RIGHT.

ICAHN: WHY DOESN'T – APPLE HAS THE 150 BILLION AND KNOWS ITS STOCK IS CHEAP. WHY DON'T THEY BUY IT FOR THE GOOD OF THE SHAREHOLDERS? IN FACT, WHEN YOU MENTION BUFFETT – WHEN HE SPOKE ABOUT IBM ON THAT SAME PROGRAM, HE SAID, YOU KNOW I DON'T EVEN MIND IF IBM GOES DOWN BECAUSE IF IT GOES DOWN THAT IS GOOD FOR ME BECAUSE IBM WILL BUY ITS STOCK BACK AND THAT IS GOING TO MAKE MY POSITION WORTH MORE. SO HE DID SAY THAT. WHICH I AGREED WITH 100 PERCENT.

WAPNER: RIGHT.

ICAHN:YOU KNOW, I DON'T KNOW THAT BUFFETT ACTUALLY SAID IT IS BAD TO DO BUYBACKS, I THINK HE LIKES BUYBACKS. BUT I'M NOT GOING TO DISCUSS WHAT BUFFETT OR SCULLEY OR GROSS OR WHOEVER ELSE CRITICIZES, DOESN'T CRITICIZE, I RESPECT ALL THREE OF THOSE GUYS, AND THAT'S MY POINT. MY POINT IS ABOUT THE BUYBACKS. SO THAT IS WHAT I'M SAYING.

WAPNER: I GOT IT. WE STARTED WITH APPLE, AND WE'VE COME FULL CIRCLE, COME BACK TO APPLE. I LEAVE YOU WITH THIS LAST QUESTION. THREE WEEKS AGO, YOU SAID YOU WERE GOING TO BE MEETING AND SPEAKING WITH TIM COOK WITHIN THREE WEEKS. YOU'VE SENT THE LETTER. WHEN'S YOUR NEXT MEETING?

ICAHN: HE IS GOING TO CALL ME AFTER THE EARNINGS COME OUT ON THE 28th. THAT'S THE LAST DISCUSSION -- COMMUNICATION. SO I HOPE THAT WILL HAPPEN. HE SAID HE WILL, SO THAT'S IT.

WAPNRE: OKAY.

WAPNER: ALL RIGHT. YOU EXPECT TO SPEAK WITH HIM ON THE 28th.

ICAHN: THE MESSAGE I GOT, HE'S GOING TO CALL TO SET UP A MEETING, OR AT LEAST A DISCUSSION, YEAH.

WAPNER: RIGHT.

ICAHN: OKAY.

WAPNER: CARL, APPRECIATE IT VERY MUCH. GOOD LUCK WITH SHAREHOLDER SQUARE TABLE, WHICH WE SHOWED PLENTY OF PICTURES OF.

ICAHN: OKAY. YEAH. WE HAVE THAT SQUARE TABLE. WE HOPE MORE PEOPLE WILL COME TO THAT PLATFORM, BECAUSE HOPEFULLY, AS THEY SAY, IT'S BLOWING IN THE WIND. MAYBE THINGS CAN BE CHANGED AND CHANGED FOR THE BETTER FOR ALL SHAREHOLDERS.

WAPNER: WE'LL TALK TO YOU SOON.

ICAHN: OKAY, THANK YOU.

WAPNER: CARL ICAHN.

About CNBC:

With CNBC in the U.S., CNBC in Asia Pacific, CNBC in Europe, Middle East and Africa, CNBC World and CNBC HD , CNBC is the recognized world leader in business news and provides real-time financial market coverage and business information to approximately 390 million homes worldwide, including more than 100 million households in the United States and Canada. CNBC also provides daily business updates to 400 million households across China. The network's 16 live hours a day of business programming in North America (weekdays from 4:00 a.m. - 8:00 p.m. ET) is produced at CNBC's global headquarters in Englewood Cliffs, N.J., and includes reports from CNBC News bureaus worldwide.

CNBC also has a vast portfolio of digital products which deliver real-time financial market news and information across a variety of platforms. These include CNBC.com, the online destination for global business; CNBC PRO, the premium, integrated desktop/mobile service that provides real-time global market data and live access to CNBC global programming; and a suite of CNBC Mobile products including the CNBC Real-Time iPhone and iPad Apps.

Members of the media can receive more information about CNBC and its programming on the NBC Universal Media Village Web site athttp://www.nbcumv.com/mediavillage/networks/cnbc/