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CNBC EXCLUSIVE: CNBC TRANSCRIPT: ICAHN ENTERPRISES CHAIRMAN CARL ICAHN SPEAKS WITH CNBC’S SCOTT WAPNER TODAY

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WHEN: Today, Monday, May 21, 2018

WHERE: CNBC's "Fast Money Halftime Report"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Icahn Enterprises Chairman Carl Icahn and CNBC's Scott Wapner on CNBC's "Fast Money Halftime Report" (M-F 12PM-1PM) today, Monday, May 21st. Following is a link to full interview on CNBC.com: https://www.cnbc.com/video/2018/05/21/carl-icahn-on-his-latest-investments.html?play=1.

All references must be sourced to CNBC.

SCOTT WAPNER: SOME INTERESTING NEWS TODAY REGARDING INVESTORS CARL ICAHN AND KEITH MEISTER WHO ARE TEAMING UP TO GO ACTIVE IN A COMPANY CALLED ENERGEN THE TWO FILING A JOINT 13-D TODAY, REVEALING MR. ICAHN HAS BOUGHT 2 MILLION SHARES IN THE COMPANY FROM CORVEX WITH AN OPTION TO BUY ANOTHER 2 MILLION SHARES. CORVEX HAS HAD A POSITION IN ENERGEN AND STRUCK A DEAL WITH THE COMPANY IN MARCH FOR A COUPLE BOARD SEATS. TOGETHER NOW ICAHN AND MEISTER HAVE A 9.9% STAKE IN THE COMPANY. CARL ICAHN JOINING US LIVE BY PHONE. WELCOME BACK.

CARL ICAHN: GOOD TO TALK TO YOU.

WAPNER: YOU AS WELL HOW DID THIS WHOLE THING COME ABOUT WHERE YOU AND KEITH MEISTER, AS WE SAY, ARE BACK TOGETHER AGAIN?

ICAHN: YEAH WE'RE BACK. KEITH CALLED ME ON FRIDAY. CAME OVER FRIDAY AFTERNOON, TOWARD THE EVENING, AND WE TALKED ABOUT ENERGEN, AND INTERESTINGLY, LATELY, MORE THAN USUAL, A LOT OF SHAREHOLDERS OF DIFFERENT COMPANIES HAVE BEEN CALLING ME WHEN THEY FEEL LIKE THEY'RE BEING, SHALL WE SAY, ABUSED BY THE MANAGEMENT OR THAT'S TOO STRONG OF A WORD. I GUESS YOU SAY TAKEN ADVANTAGE OF IN SOME WAY. AND YOU KNOW, KEITH I RESPECT QUITE A BIT, AND WE TALKED ABOUT THIS COMPANY AND I LOOKED INTO IT MORE. ONE OF MY ANALYSTS HAS BEEN LOOKING AT IT A BIT ANYWAY, AND WE LOOK AT RISK/REWARD QUITE A BIT. AND IN THIS CASE, IT STANDS OUT VERY CLEARLY THAT THE COMPANY, AT LEAST IN MY OPINION, KEITHS OBVIOUSLY, IS VERY UNDERVALUED SO WE BOUGHT SOME STOCK IN IT. NOW WE'RE A GROUP WITH KEITH.

WAPNER: YOU SAY IN THE D YOU FILED THAT YOU LOOK AT THE COMPANY AS BEING UNDERVALUED. BUT THAT YOU RESERVE THE RIGHT OR WITH OTHERS, YOU COULD BE INTERESTED IN PURCHASING THE COMPANY. LET ME JUST BE CLEAR: ARE YOUR FIRST INTENTIONS WITH MEISTER TO HAVE THE COMPANY, WHICH HAS ALREADY SAID ITS UNDERGOING THIS STRATEGIC REVIEW, TO PUT ITSELF UP FOR SALE AND FOR ONE OF THE MAJORS TO COME IN AND BUY IT? IS THAT THE FIRST CHOICE?

ICAHN: WELL, LET ME PUT IT ANOTHER WAY. IF I COULD BUY THIS COMPANY, I BELIEVE JUST LOOKING AT IT, AND I'M NOT YET EXPERT IN IT I PERSONALLY THINK IT'S UNDERVALUED. IEP HAS THE CAPITAL WE HAVE DONE QUITE WELL LATELY AND HAVE A LAW OF CASH AROUND. WE COULD BUY THIS COMPANY WITH KEITH, WITHOUT KEITH, WITH A GROUP, WITHOUT A GROUP. HOWEVER, I DON'T PRESUME TO FEEL I'M THE RIGHT BUYER FOR IT BECAUSE THERE'S SUCH SYNERGIES FOR ANOTHER COMPANY. FOR INSTANCE, YOU LOOK AT RSP AND CONCHO, AND CONCHO FOUND WHEN THEY BOUGHT RSP, THEY FOUND SYNERGIES OF OVER $2 BILLION AND IF YOU LOOK AT RSP, WHICH IS VERY, I THINK, QUITE SIMILAR TO ENERGEN, THAT WE – FOR INSTANCE, THEY PAID $80,000 AN ACRE FOR RSP WE SELL TODAY IN THE MARKET AT $27,000 AN ACRE. THEY PAID TEN TIMES EBITDA, WE SELL AT SEVEN TIMES EBITDA YOU DON'T HAVE TO BE A GENIUS TO PUT THOSE NUMBERS TOGETHER AND REALIZE THAT JUST BASED ON THOSE NUMBERS THAT ENERGEN IS WORTH WELL OVER $100 A SHARE. I COULDN'T AFFORD TO PAY THAT BECAUSE I DON'T HAVE THE SYNERGIES. SO WHAT WE DO AT IEP, WE LIKE TO BUY THINGS RELATIVELY CHEAPLY, WHERE COMPANIES ARE UNDERVALUED. ONE OF THE MAJOR REASONS IS, TO SAY IT BLUNTLY, IS THE BOARD ISNT DOING WHAT I CONSIDER TO BE THEIR JOB, WHICH IS TO LET SHAREHOLDERS DECIDE IF IT SHOULD BE SOLD, NOT THEM. AND THAT'S WHERE WE DISAGREE WITH A LOT OF BOARDS THERE ARE MANY VERY GOOD BOARDS IN THIS COUNTRY, AND ENERGEN MIGHT WELL BE A GOOD BOARD. I DON'T KNOW ENOUGH ABOUT THEM AT THIS POINT, BUT THEY DID SAY, AND THEY DID AGREE THEY WERE GOING TO DO A PROCESS ON MARCH 7th, AND NOBODY HAS HEARD ABOUT THAT PROCESS YET. SO WE'RE SAYING HEY, LOOK. IF THEY'RE GOING TO SAY WELL, NOBODY IS REALLY INTERESTED IN OUR COMPANY, WHICH WE HAVE RUN INTO BEFORE, AND ACTUALLY BOUGHT SOME COMPANIES CHEAPLY BECAUSE OF THAT, I WOULD CERTAINLY BE INTERESTED IN IT. BUT THAT DOESN'T MEAN THAT I PRESUME I WOULD BE THE BEST BUYER, AND I DON'T THINK I WOULD BE.

WAPNER: IT SOUNDS, AT LEAST SOMEWHAT, AS THOUGH YOU AND MEISTER TOGETHER, IT MAY BE A WAY THAT MEISTER COULDN'T DO ON HIS OWN OR DIDN'T WANT TO OR WHATEVER, BY GETTING YOU INVOLVED, IT'S ESSENTIALLY PUTTING THE COMPANY ON NOTICE. YOU BETTER NOT ONLY FINISH THE STRATEGIC AND TELL US WHERE YOU ARE, PUT YOURSELF UP FOR SALE, AND HOPEFULLY ATTRACT A BIG MAJOR BIDDER FOR THESE, YOU KNOW, PURE PLAY PERMIAN ASSETS IF YOU DON'T, WE COULD BUY YOU, TOO, IN WHICH CASE YOU'RE NOT GOING TO BE AS HAPPY, PERHAPS, WITH THE OUTCOME IF WE COME IN AND CLEAR THE DECKS, SO TO SPEAK. IS THAT A FAIR ASSESSMENT?

ICAHN: I THINK YOU'RE SAYING IT -- PERHAPS TOO MUCH OF A HOSTILE WAY AT THIS POINT. IN OTHER WORDS, KEITH MEISTER HAS BEEN PRETTY MUCH OF AN ACTIVIST IN THAT COMPANY ALREADY, AND THEY MADE AN ARRANGEMENT WHERE I THINK KEITH WAS APT TO SUGGEST TWO BOARD MEMBERS. AND THEY ALSO PROMISED THEY WOULD DO A PROCESS, WHICH MEANS A STRATEGIC PROCESS WHICH MEANS TO SEE IF ANYBODY REALLY WANTS TO BUY IT. THAT'S AT LEAST THE WAY WE DISCUSSED IT, I DISCUSSED IT WITH KEITH, YET, WE HAVEN'T HEARD FROM THEM. AND I'M JUST SAYING, LOOK, IT'S A GOOD COMPANY IT'S AN UNDERVALUED COMPANY. AND SHAREHOLDERS DESERVE TO HAVE A CHOICE IF THEY WANT TO SELL THIS COMPANY SO PUT IT, YOU KNOW, THEY SAID THEY WOULD DO A PROCESS. LET'S SEE IF THERE ARE ANY GOOD BIDS AROUND. AND YOU KNOW, AND I THINK THAT'S BASICALLY THE STORY HERE.

WAPNER: YOU'RE CONFIDENT, THOUGH, THAT THERE IS A MAJOR OUT THERE IN THE ENERGY PATCH, THOUGH, THAT WILL TAKE A LOOK AT THESE ASSETS AND REALIZE HOW UNDERVALUED THEY ARE CURRENTLY AND WHAT THEY HAVE, 150,000 ACRES IN PERMIAN, A PURE PLAY, THAT THIS COMPANY IS EXACTLY THE KIND OF ASSET WHERE ENERGY CURRENTLY IS, THE COMEBACK IN OIL PRICES, ET CETERA, THAT ITS TIME TO POUNCE ON THIS ASSET BY A MAJOR ENERGY COMPANY.

ICAHN: AND MORE IMPORTANTLY, YOU LOOK FOR UNIQUE SITUATIONS THE ACTIVIST MODEL, YOU LOOK FOR UNIQUE SITUATIONS. IN THIS CASE, YOU HAVE PERMIAN WITH GREAT OIL RESERVES. AND YET IT'S DONE SO WELL IN PRODUCING OIL THAT THERE AREN'T ENOUGH PIPELINES AT CAPACITY SO A COMPANY THAT HAS – THERE ARE COMPANIES WITH LARGE PIPELINE CAPACITIES THAT DON'T HAVE ENOUGH OIL. AND I THINK THEY WOULD BE VERY ANXIOUS TO BUY A COMPANY LIKE ENERGEN AT THIS TIME THAT'S MY OPINION. NOW, AND IT'S OBVIOUSLY KEITHS. AND YET ONE OF THE THINGS THAT I THINK KEITH POINTED OUT AND NOW I AGREE COMPLETELY IS WHY HASN'T THAT PROCESS BEGUN. WHY HAVEN'T THEY JUST SAID, HEY, LOOK, SHAREHOLDERS OBVIOUSLY WANT TO HAVE THE ABILITY TO CHOOSE WHETHER OR NOT THEY WANT TO SELL THIS AND THEY WANT TO SEE IF THERE ARE BUYERS AROUND. AND ENERGEN, WHERE ARE YOU WHY AREN'T YOU DOING YOUR PROCESS? YOU SAID YOU WOULD DO IT. IT DOESN'T TAKE THAT LONG. YOU KNOW, WE COULD GET A MAN TO THE MOON QUICKER THAN THAT WHY DON'T YOU PUT THAT PROCESS OUT?

WAPNER: THE OTHER WILD CARD IN ALL OF THIS IS THAT ELLIOTT AND PAUL SINGER, CARL, I'M SURE YOU KNOW, HAVE A 4% POSITION TO YOUR 9.9% JOINT POSITION NOW WITH MEISTER. HAVE YOU HAD ANY COMMENT OR CONVERSATION AT ALL WITH ELLIOTT? DO YOU KNOW WHAT THEIR INTENTIONS ARE? DO THEY SUPPORT YOU AND MEISTER? WHERE ARE WE ON THAT?

ICAHN: I HAVE NOT HAD ANY CONVERSATIONS WITH PAUL. I KNOW HIM I RESPECT HIM GREATLY, BUT I HAVE NOT TALKED TO PAUL. YOU KNOW, I HAVE BEEN FOCUSING ON -- WE HAVE BEEN BUSY JUST WITH, YOU KNOW, WITH XEROX AND SANDRIDGE AS AN ACTIVIST, AMTRUST, WERE DOING AS WE SPEAK. AMTRUST, INTERESTINGLY, WE HAD THE SAME TYPE OF THING A LITTLE BIT WHERE WE GOT CALLED BY A NUMBER OF SHAREHOLDERS TO HELP THEM OUT WITH WHAT'S GOING ON IN AMTRUST, AND WE'RE GETTING INVOLVED IN THAT. SO I HAVE NOT REALLY FOCUSED ON ENERGEN UNTIL KEITH CALLED ME EVEN THOUGH WE WERE LOOKING AT IT A LITTLE BIT. SO I HAVE NOT AT ALL SPOKEN TO PAUL ABOUT IT.

WAPNER: WHAT'S INTERESTING, YOU KNOW, CLEARLY, ELLIOTT WANTS THE COMPANY SOLD AS WELL. DOES IT COMPLICATE MATTERS AT ALL FOR YOUR TEAM IF YOU WANT TO PUT IT IN THOSE WORDS? THAT ELLIOTT IS THERE AND IS GOING TO TRY TO HAVE A SAY IN WHATEVER THE FUTURE OF THIS COMPANY MAY BE AS WELL?

ICAHN: WELL, AS I SAY, I RESPECT PAUL A LOT. IT DOESN'T COMPLICATE IT FOR ME. I MEAN, I WELCOME A GUY LIKE PAUL BEING INVOLVED. BUT WE HAVE HAD NO CONVERSATIONS WITH HIM BUT I'M SURE WE MIGHT. YOU KNOW, WE'RE NOT A GROUP WITH HIM, BUT I'M SURE -- I WOULD CERTAINLY WELCOME TALKING TO HIM. I THINK HE PROBABLY HAS THE SAME VIEWS AS I DO ON THAT.

WAPNER: I'M SORRY.

ICAHN: I JUST SAID THAT'S MY GUESS.

WAPNER: OKAY. LET'S TALK ABOUT XEROX, WHICH YOU MENTIONED A MOMENT AGO YOU HAVE CALLED THAT ONE OF THE WORST RUN COMPANIES I HAVE EVER SEEN THAT WAS A RECENT QUOTE I READ YOU JUST HAD A SETTLEMENT WITH THE COMPANY AS WELL. YOU HAVE A NEW CEO, THE FUJI FILM DEAL APPARENTLY IS NOT HAPPENING. AND MAYBE IT'S MORE THAN APPARENTLY WHAT NOW WHAT HAPPENS TO XEROX NOW?

ICAHN: WE HAVE A NEW CEO WHO IS, I THINK, IMMENSELY QUALIFIED TO DO THIS JOB. THE COMPANY HAS SUFFERED FROM POOR MANAGEMENT FOR MANY YEARS LOOK, I MET URSULA BURNS, I LIKED HER, BUT I THINK IT WAS "TIME" MAGAZINE WHO SAID SHE WAS ONE OF THE LEAST RESPECTED CEOs IN THE WORLD OR SOMETHING, IN THE COUNTRY. AND THEN WHAT HAPPENED WAS AFTER SHE LEFT UNDER SOME PRESSURE, JEFF JACOBSON, WHO WAS SORT OF HER ACOLYTE TOOK OVER. HE WAS THERE EIGHT YEARS SO YOU KNOW, IMAGINE WHAT HAPPENED HE WAS, WE FELT, NOT DOING A GOOD JOB. BUT THEN IT'S A STORY THAT YOU WOULDNT BELIEVE IF IT WAS IN A SHOW LIKE BILLIONS YOU LOOK AND SAY IT'S INTERESTING, IT'S THEATRICICAL, BUT IT COULD NEVER HAPPEN IN REAL LIFE. IF YOU SAW THIS ONE ON BILLIONS, YOU WOULD SAY IT'S NOT REALISTIC, IT COULD NEVER HAPPEN AND THAT STORY IS SORT OF AMAZING. LOOK, I'M NOT TELLING YOU SOMETHING -- ALL YOU HAVE TO DO IS READ THE DECISION TO UNDERSTAND WHAT HAPPENED AND THAT IN A WAY IS A METAPHOR FOR WHAT GOES ON IN TOO MANY COMPANIES IN THIS COUNTRY. THE BOARD DOESN'T REALLY – I REALLY THINK THEY GIVE MUCH MORE CREDENCE -- THEY WORRY MUCH MORE ABOUT HOW THEY'RE GOING TO BENEFIT THAN HOW THE SHAREHOLDERS ARE HERES A BOARD THAT WAS WILLING TO SELL TO FUJI XEROX AND MAKE A DEAL WITH FUJI XEROX BASED ON THE FACT, I'M SAYING BASED ON THE FACT THAT WE -- I HAVE TO GO BACK TO IT, BECAUSE YOU HAVE TO UNDERSTAND THE SITUATION A LITTLE BETTER THAN I CAN EXPLAIN IT IN TWO MINUTES ON THE SHOW –

WAPNER: BUT DO YOU STILL WANT -- DO YOU STILL WANT XEROX TO BE SOLD?

ICAHN: LOOK, XEROX DEFINITELY COULD BE SOLD. I THINK XEROX COULD FIT IN WITH A NUMBER OF COMPANIES. BUT TO GET BACK TO MY POINT, THE BOARD WAS WILLING TO MAKE A DEAL WITH FUJI, TO MERGE IT WITH FUJI XEROX. FUJI XEROX HAS A NUMBER OF ACCOUNTING SCANDALS. I MEAN, IT REALLY COULD BE A POISONOUS PICK THAT YOU'RE PUTTING A COMPANY LIKE XEROX INTO. XEROX HAS MANY GOOD ASSETS, PALO ALTO. IT REALLY IS EARNING OR CASH FLOWING ABOUT $1.3 BILLION. AND YET THEY WERE WILLING TO PUT THAT INTO FUJI XEROX, AND THEN YOU FIND OUT THAT FIVE MEMBERS OF THE BOARD, THE OLD GUARDS SO TO SPEAK, WERE GOING TO GET FIVE-YEAR CONTRACTS TO BE ON THE BOARD OF FUJI -- OF THE NEW COMPANY, FUJI XEROX, OR THE MERGE COMPANY. YOU FOUND OUT THAT JEFF JACOBSON WAS GETTING A HUGE SALARY, AND THEN THE PHANTOMS THEY RELIED ON FROM CENTERVIEW, WHICH PUSHED IT AND MADE IT HAPPEN, CENTERVIEW WAS RECEIVING $50 MILLION IN A FEE, AND YOU CAN SAY, "SO WHAT. THEY SHOULD GET A FEE." AND THEN YOU FIND OUT WHEN YOU GOT ALL THE E-MAILS FROM THE LAWSUIT, THAT CENTERVIEW WAS SAYING IN AN E-MAIL ONLY FOUR DAYS BEFORE THEY GAVE THE FAIRNESS OPINION, "HOW THE HELL CAN YOU DO A FAIRNESS OPINION?" NOW, THOSE WERENT THE WORDS, BUT IT'S AN AMAZING STORY. AND YET THIS WHOLE GROUP WERE PUSHING THIS THROUGH, AND IT MIGHT HAVE GONE THROUGH IF I AND DARWIN DEASPM HADN'T STEPPED IN AND SAID, "HEY, ENOUGH IS ENOUGH. YOU'RE NOT GOING TO GET IT DONE." AND I'M NOT LOOKING TO PAT MYSELF ON THE BACK, BUT I'M SAYING THIS IS ONE OF THE PROBLEMS WE HAVE.

WAPNER: RIGHT.

ICAHN: IN SO MANY COMPANIES IN THIS COUNTRY. THIS ONE STOOD OUT, OKAY. AND THAT'S BASICALLY IT.

WAPNER: I UNDERSTAND. SO YOU'D STILL BE OPEN OBVIOUSLY TO XEROX BEING SOLD. LET ME BRING IN ONE OF THE GENTLEMEN ON THE DESK WITH ME TODAY, STEVE WEISS, WHO HAS A QUESTION SPECIFICALLY ABOUT AMTRUST, WHICH HE OWNS. YOU JUST MENTIONED THAT YOU'RE ACTIVE IN IT, BUT HE HAS A QUESTION FOR YOU, CARL.

STEVE WEISS: HEY, CARL. WE'RE GOING TO BE ACTIVISTS ON IT AS WELL. YOU CAME IN AND TOOK THE THUNDER FROM US. THE PACKAGE, EVERYTHING YOU SAID ABOUT THE OTHER COMPANIES AND I'LL RAISE YOU ONE AND GO INTO AMTRUST, WHERE YOU HAVE A SEVERELY CONFLICTED BOARD. THEY ALL WORK FOR THE KARFUNKEL'S IN ANOTHER ENTITY. YOU'VE GOT A SPECIAL COMMITTEE WHERE THE CHAIRMAN IS CONFLICTED, AND IN FACT, CAME BACK AT 17.50 TO SAY THE COMPANY IS ONLY WORTH 13.50. THE INVESTMENT BANKERS ARE JUST RIDICULOUSLY CONFLICTED. SO -- BUT HERE YOU HAVE 55% OF THE STOCK OWNED BY THE FAMILY AND RELATED TRUSTS. TODAY, YOU ANNOUNCE YOU'RE SELLING THE DELAWARE CHANCERY, WHERE THEY'RE WELL KNOWN, BECAUSE THERE WERE TWO CLASS ACTIONS AGAINST THEM IN THE CHANCERY -- ONE BEING FOR SELF-DEALING. BUT HOW DO YOU GET OVER THAT OWNERSHIP INTEREST TO BRING SOMETHING GOOD FORWARD. THE COMPANY, REALLY, THE FAMILY, THE KARFUNKEL'S AND THE ZYSKIND'S, ARE SO BRAZEN AND THEY DO ABUSE SHAREHOLDERS. HOW DO YOU OVERCOME THAT OWNERSHIP INTEREST?

ICAHN: YEAH, IT'S SORT OF INTERESTING, STEVE. AS YOU KNOW, THIS IS WHAT WE HAVE BEEN DOING FOR 30 YEARS. AND WHERE I THINK THEY HAVE A PROBLEM IS AS FOLLOWS: THEY WENT OUT AND GOT A FAIRNESS OPINION, AND GOING FROM A MAJORITY TO A MINORITY. AND THE REASON THEY'RE DOING BOTH OF THESE IS THAT GIVES THEM THE RIGHT TO RELY ON BUSINESS JUDGMENT. BECAUSE JUST LIKE -- WE AGREE WITH YOU COMPLETELY, STEVE. THIS COMPANY IS TREMENDOUSLY UNDERVALUED, AND THEY'RE BUYING IT CHEAPLY. BUT AS YOU KNOW, AND I THINK THIS IS A PROBLEM WE CAN DISCUSS IN A MUCH MORE GENERAL WAY, THAT TOO MUCH IS RELIED ON BUSINESS JUDGMENT IN THE COURTS. BUT THAT'S WHAT IT IS. AND YOU KNOW, DELAWARE IS A FAIR STATE, AND THEY TRY TO YOU KNOW, GET THINGS DONE RIGHT. BUT HERES WHY I THINK THEY HAVE A PROBLEM. ON APRIL 5th, THEY STEALTHILY SET THE RECORD DATE AS APRIL 5th. AND THEY NEVER -- THEY HAVE A RIGHT TO DO THAT. SO THEY SET THE RECORD DATE, BUT NEVER BOTHERED TO TELL THE SHAREHOLDERS. YOU HAVE A BIT OF A SHAM ELECTION GOING ON HERE. I MEAN, BY THE TIME THIS ELECTION GOES ON, WHICH IS NOW MAY 20th, 23rd, OR SOMETHING -- I FORGOT WHEN THE ELECTION WOULD BE, YOU HAVE A GREAT DEAL OF STOCK CHANGED HANDS, SO YOU HAVE A SHAM ELECTION. BUT BEING THAT SAID, TECHNICALLY, THEY MAY WIN OUT IN THE COURT AND SAY WE HAVE A RIGHT TO SET THE RECORD DATE WHEN WE WANT TO, BUT THEY DON'T HAVE A RIGHT, IN MY OPINION, NOT TO TELL THE SHAREHOLDERS OR DISCLOSE IT ON APRIL 5th. AND WE THINK THEREFORE THEY'RE GOING TO NEED WHAT THEY CALL FULL FAIRNESS. AND WHEN YOU NEED FULL FAIRNESS, YOU CAN'T RELY ON BUSINESS JUDGMENT, WHICH IS GOING TO LEAVE THEM WIDE OPEN TO LAWSUITS WHERE YOU BRING IN YOUR EXPERT WITNESSES AND YOU HAVE A LOT MORE TO SAY ABOUT WHAT THE VALUE – JUST WHAT YOU SAID, STEVE, WHY THE VALUE IS RIDICULOUS AND WHY THEY WILL HAVE TREMENDOUS DAMAGES. AND YOU KNOW, WHEN YOU ARE BUYING A COMPANY AND YOU'RE GOING TO HAVE TREMENDOUS DAMAGES AGAINST YOU, YOU HAVE TO THINK TWICE ABOUT DOING IT. SO I THINK THEY HAVE A MAJOR PROBLEM. I MEAN, I'M GETTING A LITTLE ARCANE ON THIS.

WAPNER: THAT'S ALL RIGHT.

ICAHN: BUT IT'S SOMETHING THAT WE THINK THAT WE HAVE A VERY GOOD CHANCE OF STOPPING.

WAPNER: WELL, STEVE IS AN OWNER OF THE STOCK, SO I WANTED TO GET THAT IN. I DO WANT TO ASK YOU BROADLY ABOUT THE MARKET, TOO, BUT BEFORE I DO THAT, IT WAS ONE OF OUR REPORTERS HERE AT CNBC WHO BROKE A STORY THAT YOU WERE ACCUMULATING SHARES OF VMWARE, AND WE WERE WONDERING WHAT YOUR INTENTIONS ARE. YOU HAD TOLD THAT REPORTER OR IT WAS REPORTED THAT IT WAS A MEDIUM-SIZED POSITION. SOME TOOK THAT TO BE THAT YOU WERE GEARING UP FOR ANOTHER FIGHT WITH MICHAEL DELL. DELL OWNS 80% OF VMW. WHERE ARE WE TODAY ON THAT CALL?

ICAHN: WELL, YOU KNOW, AS THEY SAY, ONE OF THOSE OLD WESTERNS, THEY SAY, "DOING GOOD AINT GOT NO END." SO WE'RE RIGHT THERE AGAINST DELL AGAIN -- MAYBE. MAYBE.

WAPNER: THAT ANSWER DIDN'T SOUND LIKE A MAYBE.

ICAHN: WELL, NO, I SAY MAYBE BECAUSE I HOPE HE DOES THE RIGHT THING AND HE PAYS A FAIR PRICE FOR IT. LOOK, IT'S SORT OF -- NOTHING IS OBVIOUS, BUT DELL HAS GOT $42 BILLION IN DEBT. THAT'S A LOT FOR A COUNTRY, A THIRD-WORLD COUNTRY, LET ALONE MICHAEL DELL. THEY HAVE $42 MILLION IN DEBT THERE, AND I THINK THEY'RE GOING TO HAVE TO DO SOME TYPE OF MERGER WITH VMWARE. AND THIS IS A QUESTION OF WHAT YOU PAY FOR IT AND I HOPE HE PAYS THE RIGHT PRICE FOR IT. THAT'S SO I BOUGHT IT JUST AS, AGAIN, YOU KNOW, THIS ACTIVIST MODEL, I THINK, IS A GREAT MODEL BECAUSE YOU DO HAVE, AGAIN, YOU HAVE COMPANIES THAT – WILL IN CERTAIN CASES TAKE ADVANTAGE OF SHAREHOLDERS.

WAPNER: HAVE YOU BEEN ADDING TO YOUR POSITION?

ICAHN: WELL, I BELIEVE I ADDED TO THE POSITION. I ALSO BOUGHT THE TRACKING STOCK, TOO, WHICH I DON'T THINK WAS MENTIONED.

WAPNER: OH, RIGHT. NO, THAT IS NEW NEWS THAT YOU BOUGHT THE TRACKING STOCK AS WELL.

ICAHN: YEAH, SO WE HAVE THE TRACKING STOCK TOO. I WISH I HAD A BIGGER POSITION THAN I HAVE, BUT IT'S A SIZABLE POSITION I HAVE. I MEAN, IF YOU LOOK AT IT, YOU KNOW, IT'S IN THE HUNDREDS OF MILLIONS OF DOLLARS, BUT IT COULD BE MORE. BUT THE STOCK JUST GOT AWAY FROM ME. AND YOU KNOW, I DO BELIEVE THAT MICHAEL WILL PAY BASICALLY THE RIGHT PRICE AND THAT WE'LL ALL BE, SHALL WE SAY IN QUOTES, ON A "FRIENDLY TERM." SO LOOK, I SAID A FEW YEARS AGO, HE DIDN'T PAY ENOUGH FOR DELL WHEN HE BOUGHT IT. I BELIEVE I WAS RIGHT. WE MADE SOME MONEY ON IT I THINK WE'RE BACK IN THE SAME SITUATION. HOPEFULLY IT'S GOING TO WORK OUT WELL. YOU KNOW.

WAPNER: YEAH, SO CARL, BEFORE I LET YOU GO, AS WE WATCH THE SHARES IN THE TRACKING STOCK OF DELL TECHNOLOGIES MOVE HIGHER ON THE NEWS YOU MADE HERE ON CNBC, THAT YOU BOUGHT THE TRACKING STOCK, HOW DO YOU FEEL ABOUT THE MARKET TODAY?

ICAHN: YEAH, YOU KNOW, LOOK. I THINK IT'S GREAT NEWS ABOUT THE TARIFFS AND NOT HAVING A TARIFF WAR. I THINK -- YOU KNOW, I THINK TRUMP DID 100% THE RIGHT THING IN GETTING RID OF THESE RIDICULOUS REGULATIONS THAT WERE STRANGLING COMPANIES, AND HE'S DONE A DAMN GOOD JOB ON THAT. THE TAX THING I REALLY BELIEVE IN. TARIFFS IS A VERY, VERY DIFFICULT THING. IT'S GOT SO MANY VARIABLES, SO MANY LAND MINES. BUT ON THE ONE HAND, YOU HAVE TO BE TOUGH. NOT TOUGH, BUT YOU CAN'T LET COUNTRIES STEAL YOUR INTELLECTUAL PROPERTIES. BUT BEING ABLE TO DO A DEAL WITH CHINA IS GREAT IF IT CAN HAPPEN. AND I THINK THIS IS WHY YOU HAVE AN UP MARKET. AND I'M VERY GLAD TO HAVE SEEN THAT AND HEARD THAT. AND BECAUSE I WAS CONCERNED ABOUT THIS WHOLE TARIFF SITUATION, BUT I THINK IT TURNS OUT THAT IF YOU CAN DO THAT, IT CERTAINLY HELPS OUR INDUSTRY AND OUR COMPANY.

WAPNER: YOU HAVE TOLD ME IN THE PAST THAT YOU ARE PRETTY WELL HEDGED. ARE YOU FEELING LIKE IT'S TIME TO GET LESS HEDGED, THAT WE COULD ACTUALLY GO BACK TO NEW HIGHS IF YOU GET SOME OF THIS TRADE STUFF FIGURED OUT?

ICAHN: YEAH, I MEAN, LOOK, YEAH. I -- OVER THE LAST FEW MONTHS, I'VE – MY HEDGES AREN'T NEARLY AS BIG OF A PERCENTAGE OF OUR PORTFOLIO, SO -- AND THEN, YOU KNOW, WE HAVE COMPANIES THAT, YOU KNOW, HAVE DONE AWFULLY WELL IN THE LAST FEW MONTHS IN DIFFERENT AREAS WHERE WE ARE. YOU KNOW THE COMPANIES WE OWN LIKE CHENIERE AND THE REFINERIES, SO WE SORT OF GOT LUCKY, TOO. YOU KNOW? OUR REFINERIES ARE IN THE MIDDLE OF THE COUNTRY WHERE WE GOT ALL THAT OIL COMING OUT OF THE PERMIAN, AND YOU GET THE ADVANTAGE OF THAT. SO WE GOT LUCKY THERE. YOU KNOW, CHENIERE, IF YOU LOOK AT THAT OVER THE YEARS, WE BOUGHT IT A COUPLE YEARS AGO AND STRUGGLED WITH IT A BIT, BUT IT'S CERTAINLY GOING TO BE THE BENEFICIARY OF THE REST OF THE WORLD NEEDING ENERGY AND OIL PRICING GOING UP, THIS LNG IS JUST -- YOU KNOW, THESE THINGS, YOU LOOK AT THE SIMPLE RATIOS. YOU JUST LOOK FOR RISK/REWARD, AND SO YOU'VE GOT THE BENEFIT OF THAT WE HAVE BEEN LUCKY YOU KNOW, WHEN YOU'RE LUCKY, YOU CAN'T ALWAYS CONFUSE IT WITH BEING SMART, I GUESS. SO IT'S WORKED OUT REAL WELL FOR US LATELY.

WAPNER: WELL WE'RE LOOKING AT --

ICAHN: -- IEP OWNS A LOT OF THAT.

WAPNER: YEP, WELL, LOOKING AT CRUDE OIL BACK ABOVE $71. AS I SAID, WE'RE HAVING A BIG DAY ON THE MARKET. CARL, I'VE TO LET YOU RUN. THANK YOU SO MUCH FOR YOUR TIME TODAY. WE APPRECIATE IT, AS ALWAYS.

ICAHN: GOOD TALKING TO YOU, SCOTT.

WAPNER: LIKEWISE.

ICAHN: GOOD TALKING TO EVERYBODY. GOOD LUCK, STEVE, WITH THAT. I THINK YOU'LL BE FINE.

WAPNER: THANKS, CARL. SAME TO YOU. WE THINK IT'S WORTH OVER $20 A SHARE ON OUR MODELS MINIMALLY.

ICAHN: HEY, YOU'RE PREACHING TO THE CHOIR. OKAY.

WAPNER: ALL RIGHT, CARL. THANKS SO MUCH. CARL ICAHN, ICAHN ENTERPRISES CHAIRMAN, JOINING US ONCE AGAIN. WE DO WANT TO ALSO NOTE, WE DID REACH OUT TO ENERGEN FOR COMMENT, AND WE HAVE YET TO HEAR BACK. WHEN WE DO, YOU'LL CERTAINLY BE THE FIRST TO KNOW.

For more information contact:

Jennifer Dauble
CNBC
t: 201.735.4721
m: 201.615.2787
e: jennifer.dauble@nbcuni.com

Emma Martin
CNBC
t: 201.735.4713
m: 551.275.6221
e: emma.martin@nbcuni.com

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