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

WHEN: Today, Thursday, April 10th

WHERE: CNBC's "Fast Money Halftime Report"

Following is the unofficial transcript of a FIRST ON 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=3000265981, http://video.cnbc.com/gallery/?video=3000266245, http://video.cnbc.com/gallery/?video=3000266227 and http://video.cnbc.com/gallery/?video=3000266164.

All references must be sourced to CNBC.

SCOTT WAPNER: WELL, IT IS THE TRUCE HEARD 'ROUND THE STREET TODAY. CARL ICAHN AND EBAY STRIKING A DEAL AFTER A VERY PUBLIC BATTLE. CARL ICAHN JOINS US NOW ON THE PHONE, IT'S A FIRST ON CNBC INTERVIEW. CARL, WELCOME BACK. GOOD TO TALK TO YOU TODAY.

CARL ICAHN: YEAH GOOD TO TALK TO YOU, SCOTT.

WAPNER: THIS IS BEING CHARACTERIZED AS A WIN/WIN. AND EVEN YOU TWEETED OUT THAT IT'S A WIN/WIN FOR ALL SHAREHOLDERS. IS IT TRULY A WIN FOR YOU, THOUGH, IF YOU DIDN'T GET WHAT YOU WANTED ? AND THAT BEING A SPINOFF OF PAY PAL?

ICAHN: YES. I THINK IT WORKED OUT VERY WELL, SCOTT. WE GOT A COUPLE OF THINGS THAT I THINK ARE VERY GOOD FOR BOTH US AND FOR THE COMPANY. WE SPENT, AS YOU KNOW, MANY HOURS, JOHN AND I, TOGETHER. AND I THINK THAT JOHN HAS SOMETHING THAT YOU REALLY MUST HAVE IF YOU'RE A GREAT CEO OR GOOD CEO, WHICH IS PASSION FOR THE COMPANY. AND I REALIZED THAT IN TALKING TO HIM. I THINK THIS COMPANY HAS TREMENDOUS POTENTIAL. AND AS AN INVESTOR, IF YOU WANT TO BE A REALLY SUCCESSFUL INVESTOR YOU LOOK, AS I'VE SAID, MANY TIMES YOU LOOK FOR NO BRAINERS AND YOU HOPE THAT YOU'RE RIGHT. AND YOU LOOK FOR THIS RISK/REWARD RATIO AND YOU HOPE YOU'RE RIGHT. AND IN THIS CASE, IF YOU LOOK AT PAYPAL – YOU KNOW, FORGETTING ARGUMENTS AT THIS MOMENT IN TIME. IF YOU LOOK AT PAYPAL, I THINK IT IS SORT THE OF A NO BRAINER. BECAUSE IF YOU LOOK AT THE NUMBERS, THEY'RE TREMENDOUSLY COMPELLING. BECAUSE THEY PROVED – PAYPAL HAS PROVED THAT IN THE ONLINE BUSINESS, WHICH THEY HAVE 15% OF, GLOBALLY, THEY'RE GROWING AT A VERY RAPID RATE AND SO IS EBAY -- SO IS ECOMMERCE. SO THEY HAVE THAT. BUT THE GREAT FUTURE, OR ONE OF THE GREAT POTENTIALS THAT I DON'T THINK IS IN THE VALUE OF THE STOCK, IS THE OFFLINE BUSINESS. AND WITH THE MOBILE PHONES COMING ON, YOU'RE GOING TO – PAYPAL IS GOING TO HAVE THE APPS ON THOSE MOBILE PHONES. AND YOU ARE GOING TO BE CHECKING OUT, WHETHER IT'S WITH APPLE, WHETHER IT'S WITH SAMSUNG, EVENTUALLY YOU'RE GOING TO BE CHECKING OUT AND HOPEFULLY PAYPAL WILL GET PART OF THAT BUSINESS. I MEAN, THEY'RE NOT REALLY COMPETING WITH APPLE OR WITH SAMSUNG. AND THEY ARE GOING TO GET PART OF THAT. I JUST WANT TO FINISH, REAL QUICKLY. NOW THEY HAVE ABOUT 0% OF THAT NOW. IT JUST STARTED WITH HOME DEPOT. THIS IS A HUGE, HUGE POTENTIAL AROUND THE WORLD, $4.2 TRILLION. AND THAT'S WHAT YOU LOOK AT. AND I REALLY THINK -- I CONTINUE TO THINK, SCOTT, THAT, I MEAN, THE COMPANIES SHOULD BE SEPARATED. AND I REALLY DO BELIEVE THAT JOHN WANTS WHAT'S GOOD FOR THE COMPANY. JOHN WANTS TO ENHANCE VALUE. I THINK THE ONLY DIFFERENCE WITH JOHN AND I NOW IS NOT THAT WE -- WE BOTH WANT TO ENHANCE AND WE BOTH SEE THE GREAT POTENTIAL, WE'VE HAD REALLY GOOD TALKS. I PERSONALLY BELIEVE THIS. JOHN DIDN'T SAY ONE WAY OR THE OTHER, BUT I BELIEVE THAT JOHN ALSO BELIEVES THERE SHOULD BE A SEPARATION SOONER OR LATER. I THINK THE QUESTION IS NOT IF, BUT WHEN. HOWEVER, I CAN'T SPEAK FOR JOHN AND HE DIDN'T SAY THAT TO ME. SO I WANT TO MAKE THAT CLEAR.

WAPNER: I GOT YOU. SO A COUPLE OF THINGS JUMP OUT AT ME. YOU'VE JUST CALLED JOHN DONAHOE A GREAT CEO WITH PASSION. WHAT HAPPENED TO THE INCOMPETENT, NEGLIGENT GUY YOU TALKED ABOUT NOT THAT LONG AGO?

ICAHN: YEAH. I DON'T WANT YOU TO SAY I CALLED HIM A GREAT CEO YET. I'LL CALL HIM A GREAT CEO IF THE STOCK GOES TO 150. YOU KNOW, REALLY --

WAPNER: BUT, SERIOUSLY, I MEAN THIS GOT SO NASTY. I MEAN, YOU WENT AFTER HIM PRETTY GOOD. NEGLIGENT, INCOMPETENT OR WORSE, I BELIEVE YOU SAID.

ICAHN: OKAY. I WANT TO ADDRESS THAT. WHEN WE WENT INTO IT, I WAS FOCUSED MORE ON THE CORPORATE GOVERNANCE, WHICH I STILL – YOU KNOW, WE HAVE A DEAL. I'M NOT GOING TO REALLY DENIGRATE ANY MORE – CERTAINLY FOR THE NEXT YEAR. BUT WHAT I AM SAYING TO YOU AND WHAT I FOUND – AND IT WAS VERY INTERESTING – WHEN I WENT TO LARGE SHAREHOLDERS, A LOT OF THESE GUYS ARE SMART GUYS. YOU KNOW I FOUND THEM TO BE SMART. SOME OF THE BIG SHAREHOLDERS. I DON'T WANT TO MENTION WHICH, I DON'T HAVE THEIR PERMISSION. BUT, YOU KNOW, THERE WERE TWO THINGS THEY KEPT SAYING TO ME. I STARTED THINKING MAYBE THERE'S SOMETHING I'M MISSING HERE. TWO THINGS. ONE, THEY DON'T EVEN WANT TO SEE A SPLIT BECAUSE THEY DON'T WANT TO SEE SOMEBODY BUY THE COMPANY, WHICH IS THE OPPOSITE OF WHAT YOU WOULD THINK – ANTI-INTUITIVE. BUT THEY SAID LOOK, WE DON'T WANT TO REALLY SEE A SPLIT NOW, CARL, BECAUSE WE DON'T WANT TO SEE THE COMPANY SOLD NOW. WE THINK IT'S SO GREAT. AND TWO, A FEW OF THOSE GUYS TOLD ME – AND I SORT OF WONDERED ABOUT IT, EVEN WHEN YOU WENT INTO THIS CORPORATE GOVERNANCE, THEY THINK JOHN IS A VERY, VERY COMPETENT CEO. AND I STARTED THINKING ABOUT THAT. OBVIOUSLY, YOU KNOW, YOU CAN'T BE THAT RIGID IN ONE OF THESE THINGS. THAT'S ONE OF THE REASONS THAT WE CHANGED THE THING FROM JUST A SPINOFF TO AN IPO. AND YOU REALLY – LOOK, I'VE LEARNED AS AN INVESTOR, YOU WANT TO MAKE MONEY, YOU HAVE TO BE FLEXIBLE. AND AFTER TALKING TO JOHN, I SORT OF GOT INTO THEIR CAMP. YOU KNOW, I HAVE TO ADMIT THAT, YOU KNOW, I CAME TO CONCLUSIONS WITHOUT REALLY GETTING INTO STUFF WITH JOHN. EVERY COMPANY I GO AFTER, I DON'T THINK CEOs ARE BAD. WE PUT SOME GREAT CEOs IN. WE'VE GOT A GREAT CEO IN ABOUT THREE OR FOUR COMPANIES NOW. WE DID IT AS AN ACTIVIST. IN THIS CASE, I DON'T THINK YOU HAVE TO DO IT. I MEAN, THIS IS NOT A MOTOROLA, WHERE THE COMPANY WAS JUST VERY BADLY RUN. I'M NOT SAYING THAT THERE WAS A BAD GUY, BUT THE COMPANY WAS BAD. THIS IS NOT THE SAME THING.

WAPNER: BUT IF PEOPLE CHARACTERIZE THIS AS ICAHN CAPITULATING, SOUNDS TO ME LIKE YOU DON'T HAVE A BIG ARGUMENT WITH THAT, FROM WHAT YOU'RE DESCRIBING RIGHT NOW.

ICAHN: I DO HAVE SOMEWHAT OF AN ARGUMENT WITH IT. I DON'T THINK WE CAPITULATE. I THINK WE'VE GOT SOME GREAT STUFF OUT OF IT. AND IT'S GREAT FOR ALL SHAREHOLDERS. IF YOU LOOK AT THE COMPANIES THAT I'VE BEEN INVOLVED WITH, WHERE I'VE HAD A CONFIDENTIALITY, WHERE I HAVE A RIGHT TO TALK TO BOARD MEMBERS, INCLUDING THE CEO AND REALLY GO INTO STUFF. YOU KNOW, LARGE SHAREHOLDERS CAN REALLY HELP COMPANIES AND GIVE THEM GOOD ADVICE. IF YOU LOOK AT THOSE -- AND I JUST WENT OVER THEM LAST NIGHT BECAUSE I KNEW I WAS GOING TO TALK TO YOU. IF YOU JUST BOUGHT OUR COMPANY, AND I'VE SAID THIS BEFORE, WHERE WE HAD THESE CONFIDENTIALITIES, JUST BOUGHT THEM WHEN WE GOT THEM. THE DAY WE GOT THEM. THE DAY WE GOT ON THE BOARD ACTUALLY --

WAPNER: ARE YOU TALKING ABOUT THE CHESAPEAKES, THE FOREST, MOTOROLAS? THINGS LIKE THAT? NAVISTAR?

ICAHN: YEAH, I'M TALKING ABOUT COMPANIES LIKE THAT. LOOK, EVEN AVALAND OR BIOGEN, YOU MADE A RETURN OF 49%, ANNUALIZED. CIT 38%. FOREST LABS, OVER THREE YEARS, 98% ANNUALIZED RETURNS. IN HERBALIFE, RIGHT NOW, YOU'VE MADE 99% ANNUALIZED RETURNS. BUT OF COURSE, THAT'S SORT OF UNIQUE. THERE ARE MANY OTHERS LIKE THAT. I'M SAYING TO YOU, IT'S A WIN/WIN. I THINK THIS CONFIDENTIALITY IS EXTREMELY IMPORTANT. AND BRINGING DAVE DORMAN ON IT IS VERY IMPORTANT. I MEAN, DAVE DORMAN DID A GREAT JOB. I'M NOT AGAINST ALL CHAIRMEN AND ALL CEOs. DORMAN, WHEN WE GOT ON MOTOROLA, WE WORKED TOGETHER, I IN THE BACKGROUND, HE THERE, TO REALLY SAVE THAT COMPANY. AND HE DID A MAGNIFICENT JOB. SO, WE'RE BRINGING SOMEBODY ON THAT I RESPECT GREATLY AND I SUGGEST HIM BECAUSE THAT IS WHAT HAPPENED. IT WAS SORT OF INTERESTING IF YOU WANT THE STORY A LITTLE BIT. WHERE I WAS MEETING WITH JIMMY LEE ON JUST A REGULAR MEETING. I MEAN, HE COMES UP EVERY SIX MONTHS TO TALK, EIGHT MONTHS.

WAPNER: FOR THOSE WHO DON'T KNOW, HE'S OBVIOUSLY THE FAMED BANKER OVER AT JPMORGAN.

ICAHN: THAT'S RIGHT.

WAPNER: JPMORGAN WASN'T ADVISING IN THIS SITUATION, IF YOU WANT TO CALL IT, RIGHT? WHICH I FIND SOMEWHAT IRONIC THAT IT WOULD APPEAR AS THOUGH JIMMY LEE SORT OF HELPED TO BRIDGE THE GAP BETWEEN DONAHOE AND ICAHN.

ICAHN: YEAH I MEAN, IT WAS A BIT IRONIC. AND IT SORT OF TELLS YOU SOMETHING. I DON'T KNOW. FRANKLY, IT'S SORT OF INCOMPREHENSIBLE TO ME THAT GOLDMAN SACHS, WHO I DON'T THINK ARE BAD GUYS. I MEAN, I THINK GOLDMAN SACHS IS FINE GUYS, I JUST THINK THEY HAVE THE WRONG APPROACH TO THIS CORPORATE GOVERNANCE THING. I WOULD LOVE TO TALK TO GOLDMAN SACHS. I WOULD LOVE IF THEY REACHED OUT TO US, BUT THEY NEVER DID. AND SO WE WERE SORT OF AT LOGGERHEADS. IT'S JUST IRONIC -- I THINK IT'S FRUTUITOUS, THAT JIMMY SAID WHY THE HELL DON'T YOU SETTLE? YOU'RE A GOOD GUY, DONAHOE IS A GOOD GUY. I SAID HEY, I WOULD BE WILLING TO TALK. AND THAT IS HOW IT GOT GOING. AND JIMMY LEE DID A GREAT JOB OVER THAT WEEKEND BACK AND FORTH, BACK AND FORTH AS A CATALYST. IT'S NOT THAT I HAVE ANYTHING AGAINST GOLDMAN, BUT I THINK THAT'S ONE OF THE THINGS WRONG WITH THIS WHOLE PATH SET OF A SHAREHOLDER ACTIVISM. THAT THERE SHOULD BE WARS. THERE SHOULDN'T BE WARS. THE WAR DOESN'T HELP YOU. THE WAR, YOU KNOW, THE ART OF WAR. YOUR BEST WAY TO WIN IT IS NOT FIGHT IN IT. SO I THINK THIS IS A WIN/WIN. AS FAR AS I'M CONCERNED, I THINK THIS COMPANY IS VERY UNDERVALUED. I OWN A LOT OF IT, AS YOU KNOW. I DON'T GET INTO THAT.

WAPNER: WOULD YOU CONSIDER BUYING MORE NOW THAT YOU HAVE A SEAT ON THE BOARD?

ICAHN: WELL, ABSOLUTELY. OBVIOUSLY, MY CONFIDENTIALITY, ONCE WE GET THE SEAT IS GOING TO RESTRAIN ME SOMEWHAT. BUT YES, ABSOLUTELY. I THINK IT'S VERY UNDERVAULED.

WAPNER: AND YOU STILL THINK, AND YOU'VE SAID YOU'RE GOING TO PRESS YOUR CASE. YOU STILL THINK DOWN THE ROAD THAT IT'S MORE LIKELY THAN NOT THAT PAYPAL AND EBAY WILL BECOME SEPARATED IN SOME RESPECTS AT SOME POINT?

ICAHN: NOW THAT'S ME SAYING IT. I'M NOT PUTTING WORDS INTO JOHN'S -- JOHN HAS NEVER – HAS NOT SAID THAT. I, AS AN OLD POKER PLAYER, PERCEIVE THAT HE MIGHT DO IT, BUT THAT'S ME JUST GUESSING. BUT I WILL TELL YOU THIS. JOHN, I BELIEVE, HAS PRETTY MUCH THE SAME THOUGHTS AND VALUES ABOUT THIS COMPANY. HE WANTS TO ENHANCE VALUE. WE BOTH BELIEVE THAT THERE IS TREMENDOUS POTENTIAL IN IT. WE BOTH BELIEVE THAT IT'S UNDERVALUED. I BELIEVE -- I SAID THIS BEFORE. I BELIEVE IT SHOULD BE SEPARATED MAYBE SOONER THAN JOHN BELIEVE IT.

WAPNER: RIGHT.

ICAHN: BUT I THINK, AT THE END IF YOU'RE GOING TO ENHANCE VALUE – AND I DON'T THINK ANYBODY WILL ARGUE THAT IF YOU WANT TO ENHANCE VALUE FOR SHAREHOLDERS, IT SHOULD BE TOTALLY SEPARATED.

WAPNER: RIGHT.

ICAHN: LOGICALLY – YOU KNOW I TOOK A LOT OF LOGIC IN COLLEGE. YOU BOTH BELIEVE YOU WANT TO ENHANCE IT, TO ENHANCE IT, YOU SEPARATE IT. THEREFORE, ERGO, I THINK JOHN EVENTUALLY WILL WANT TO DO IT. BUT HE HAS NOT SAID THAT. I WANT TO MAKE THAT CLEAR.

WAPNER: I UNDERSTAND. FROM WHAT I CAN TELL AND FROM PEOPLE THAT I TALK TO, THINGS I HEAR, IT LOOKS TO ME LIKE YOU GOT INTO THE STOCK AT AROUND 52 OR 53 BUCKS. SO YOU'VE MADE A GOOD AMOUNT OF MONEY IN THE NAME SO FAR. IS THAT FAIR TO SAY, RIGHT? THOSE NUMBERS ACCURATE? $70 TO $80 MILLION IN TERMS OF WHAT YOU'VE MADE? BECAUSE THERE WAS NO 13D EVER FOUND, SO PEOPLE ARE WONDERING, SORT OF, WHERE YOU WERE.

ICAHN: I DON'T KNOW WHERE YOU GOT THE NUMBERS. I WILL NOT ARGUE WITH THEM AND IT'S SILLY FOR ME TO ARGUE WITH THEM. IF I THOUGHT THEY WERE VERY INCORRECT I WOULD ARGUE WITH YOU A LITTLE BIT. BUT THAT'S NOT THE POINT HERE. I'M HOPING TO MAKE A LOT MORE THAN THAT.

WAPNER: I UNDERSTAND.

ICAHN: I THINK THIS COULD BE ANOTHER NETFLIX, WHICH WAS ALSO AT 58 A NO BRAINER. I'M HOPING. AND OBVIOUSLY, I'M NOT GOING TO BE RIGHT EVERY TIME. BUT AS THE RECORD PROVES, WE'RE RIGHT ON ALL THESE COMPANIES WHERE WE GOT ON AND WORKED WITH. AND WE INTEND TO WORK HERE. AGAIN, THAT'S WHY I THINK IT'S GOING TO BE A WIN/WIN. I THINK IT'S A WIN/WIN FOR CORPORATE GOVERNANCE. BECAUSE YOU DON'T HAVE TO FIGHT THESE WARS. I'M HOPING THAT GOLDMAN IS GOING TO REACH OUT ONE OF THESE DAYS AND TALK TO US ABOUT, YOU KNOW, WHY NOT HAVE PEACE? AS JIMMY LEE DID. IT'S NOT THAT I PERSONALLY HAVE ANYTHING AGAINST GOLDMAN. I JUST THINK THEIR APPROACH TO THIS, AT LEAST WHERE I'M CONCERNED, IS COMPLETELY WRONGHEADED AND THERE SHOULD BE MUCH MORE PEACE THAN WAR IN THESE THINGS. IF I MAY, JUST ONE -- I WILL SAY I REALLY THINK THERE'S A SECULAR MOVEMENT TOWARD -- AND ACTIVISM. ACTIVISM REALLY IS OWNERSHIP SHOULD BE MUCH MORE INVOLVED WITH MANAGEMENT ON THE BIG PICTURE. THAT'S NOT WHAT YOU HAVE TODAY. THAT IS VERY IMPORTANT IF WE'RE GOING TO GET OUT OF OUR UNEMPLOYMENT PROBLEMS AND BEING ABLE TO SUCCEED. AND I REALLY FEEL STRONGLY ABOUT THAT.

WAPNER: CARL, I HAVE TO GO, BECAUSE WE'RE IN THE MIDST OF A PRETTY GOOD SELLOFF ON THE STREET. LAST TIME WE SPOKE, I BELIEVE IT WAS A COUPLE OF WEEKS AGO, YOU EXPRESSED SOME CONCERN ABOUT WHAT YOU WERE SEEING PERSONALLY IN THIS MARKET. WHAT WAS DRIVING STOCKS NOT ONLY HIGHER BUT WHAT SEEMED TO BE DEVELOPING TO HELP DRIVE THEM LOWER. CAN YOU JUST GIVE ME A QUICK COMMENT BEFORE I LET YOU GO ON – PUT THIS INTO CONTEXT AS A LONG-TIME MARKET WATCHER WHAT YOU THINK IS GOING ON HERE IN THE MARKETS?

ICAHN: YEAH. LOOK, WE HAVE A LOT OF LONG POSITIONS SO OBVIOUSLY MAYBE I'M EVEN TALKING SOMEWHAT AGAINST MYSELF BUT WE HAVE A LOT OF HEDGES ON. AS I TOLD YOU, SHORTS. I DO BELIEVE THAT THIS MARKET -- YOU KNOW, EVERYBODY LOVES THIS MARKET. YOU GO TALK TO -- YOU KNOW, YOU TALK IN YOUR BARBER SHOP AND EVERYBODY IS BUYING THIS, BUYING THAT AND TALKING ABOUT IT. THAT'S THE TIME TO BE CAUTIOUS. BUT THAT'S NOT THE ONLY REASON. THE REASON TO BE CAUTIOUS, I THINK, IS THAT A LOT OF THE EARNINGS ARE SORT OF ARTIFICIAL BECAUSE, YOU KNOW, THE FED DID A GREAT JOB IN SAVING THIS COUNTRY. BUT RIGHT NOW WITH THESE LOW INTEREST RATES IT'S EASY TO MAKE EARNINGS. AND I DON'T THINK THAT CAN CONTINUE FOREVER. I JUST DON'T THINK, IF IT'S THAT EASY, THEN WHY EVEN HAVE TO DO ANYTHING? JUST PRINT OFF MONEY. YOU CAN'T REALLY DO THAT. WE COULD GET INTO IT FOR HOURS AND HOURS. BUT I DO THINK THAT IS A PROBLEM. I'VE SAID THAT BEFORE AND I CONTINUE TO SAY IT. I THINK THAT THERE WILL BE A MAJOR CORRECTION, BUT I DON'T KNOW WHEN. IT COULD BE THREE YEARS. IT COULD BE THREE DAYS. YOU KNOW, I CAN'T TELL YOU WHEN THAT'S GOING TO HAPPEN. I WILL TELL YOU, JUST LIKE I BELIEVE -- I GUESS YOU COULD SAY JUST LIKE I BELIEVE EBAY EVENTUALLY WILL BE SEPARATED, I THINK IT'S NOT IF, IT'S WHEN. I THINK THERE WILL BE A MAJOR CORRECTION. I CAN'T TELL YOU WHEN. IT MAY BE THREE YEARS. IT MAY BE THREE DAYS. BUT THAT'S MY BELIEF.

WAPNER: UNDERSTOOD. CARL, THANKS SO MUCH FOR SPENDING THE TIME WITH US TODAY TO TALK ABOUT A DEAL THAT IS THE TALK OF WALL STREET TODAY. APPRECIATE IT VERY MUCH.

ICAHN: OKAY. THANKS, SCOTT.

WAPNER: ALL RIGHT. WE'LL TALK TO YOU AGAIN SOON. CARL ICAHN.

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