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CNBC EXCLUSIVE: CNBC TRANSCRIPT: CNBC'S BECKY QUICK SITS DOWN WITH CARL ICAHN, ICAHN ASSOCIATES CHAIRMAN, TODAY ON CNBC

Carl Icahn
Shiho Fukada
Carl Icahn

WHEN: Today, Friday, October 9th

WHERE: CNBC's "Squawk Box"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Carl Icahn, Icahn Associates Chairman, today on CNBC's "Squawk Box."

All references must be sourced to CNBC.

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BECKY QUICK: Carl, thank you very much for joining us today. We really appreciate your time.

CARL ICAHN: My pleasure.

BECKY QUICK: I thought first off we'd talk broadly about the economy and what your perspective is just when it comes to the economy, when it comes to the stock market. I know recently-- the fund had been a little bit cautious when it comes to looking at what-- where things have come and how far, how quickly. What-- what do you think right now when you look around?

CARL ICAHN: Which fund has been cautious?

BECKY QUICK: I believe the-- just the general letters.

CARL ICAHN: Yeah.

BECKY QUICK: I had seen-- just some people who had said that they had talked to you and that-- that some of the general sense wha-- about the market--

CARL ICAHN: Well, we-- we--

BECKY QUICK: --just overall caution.

CARL ICAHN: We-- we've certainly been hedged, have been cautious. But-- we've had a great year because-- one of the reasons is that-- back about a year ago, we really loaded up on debt. I mean, the-- every once in a while the-- the market-- act irrationally anyways.

The market is really-- it's a myth to say a market is a good indicator of the economy. I-- I think individuals are much more of an indicator. I mean, today, you wouldn't buy a building in New York but you buy a-- but the market buys these (UNINTEL) for technical reasons I'll go into later.

And for technical reasons-- the-- the debt market, the credit market a year ago was in-- almost insanely priced. It was priced-- discounting the world part of depression. And I think the reason wasn't to do with indications of fundamental value under this debt, it was to do with technical reasons where a lot of funds were being called for money.

It was sort of the opposite of today. And a lot of funds were being called for money. So it was one of the great opportunities of maybe a few decades. So-- our fund just bought a heck of a lot of debt. And obviously, that worked out. And-- and-- so we've done well. But I have been pretty cautious and pretty well-hedged.

I mean, if the market had gone down we'd be pretty-- well-off too today. So if you're asking me-- what would I think of-- the market, per se, or the economy, per se, I-- I think that-- you have to be cautious. I mean, it could-- it's on a precipice right now and it could really go either way. It's a very sensitive area right now. And-- I-- I-- I don't think anybody can really say which way it's gonna go.

BECKY QUICK: When-- when you start looking at particular issues, though, you don't see the same type of opportunities? A year ago-

BECKY QUICK: --you saw all these opportunities out there. Have they dried out?

CARL ICAHN: I-- I think there are-- there are specific-- yeah, I don't wanna talk about specific stocks. We-- you know, we have a fund and we don't do that. But-- yeah, there are special situations, even in the debt market today, that are pretty good.

But certainly, the debt market's not what it was. I mean, obviously, the debt market's moved up so much now that-- you know, credit spreads-- the high yield credit spreads-- have now, to a point you'd almost-- you-- you'd go against them as a-- as a-- as opposed to for 'em.

So-- you have to be-- very cautious there. I think-- you know, the-- the market is schizophrenic at this point. It is-- there's a-- there's a show-- (UNINTEL) show-- Camelot where-- I remember when I was just this kid. This goes back a while. And-- in the-- in the show, King Arthur-- asks Merlin, the wise man-- he says-- "Wha-- what-- what should I-- be doing"-- King Arthur says, "What should I be doing with my-- with my new wife? You know, how do you treat a woman?"

And-- Merlin says-- "You know, the wise man says-- you-- you don't cajole her, don't threaten her, don't flatter her, love her." And that would be my advice to Obama. He should heed that kind of advice today and the administration should heed that advice concerning the economy.

You-- instead of th-- threatening and cajoling-- and this is what the administration is doing, in my opinion. On the one hand they-- they flatter the economy. The-- well, actually flatter all the stimulus-- on the one hand, it's sort of a schizophrenic thing. They-- they push money in one hand. On the other hand they threaten high taxes. They got business scared to hell of 'em. You know, so if you're an investor, if-- if you're a businessman and you got a small, middle-sized business, you're preyed (?) to invest because you're a prey to what the administration's gonna do, you know, big government.

So on the one hand, you're trying to help the economy. And I think they-- they really do wanna help the economy. I mean, they-- the-- I think Obama wants to help it. But they're doing-- they should heed that advice. They should show the economy, they should show the consumer, they should show business that they love 'em as opposed to threatening 'em.

And-- and this-- it was like Kennedy in the early '60s when he threatened U.S. Steel and the market fell apart. Well, this market's not falling apart for a different reason and has nothing to do with the economy, or the underlined. It's not falling apart because there's so much money around. You can't get interest rates. So you have trillions of dollars, literally, in consumers' hands. They don't wanna spend it. They're afraid to spend it. They're looking at unemployment. And they got nowhere to put it.

So they put it in these funds. These funds are now spending money-- at-- at-- at-- because they have the money. So-- they will go by-- real estate's a perfect example of where, actually, there is an opportunity to short it. (LAUGHTER) And-- because I-- I really believe that's a great opportunity.

You-- you take-- you take these reeds (?) today and why would any individual in their right mind-- I mean-- I look at it seriously-- I mean, with exceptions of course. Why would be a reed that has underlying value of billions which are heavily mortgaged that if you went to sell 'em, I think, with a lot of these reeds, you could never, ever liquidate their portfolios. So you're buying these for-- I think the reeds today or the IYR are giving you four and a half percent return. Now why, in your right mind, would you go and take a four and a half percent return on dividends or even the underlying cash flow of these reeds by and large, with exceptions are, you know-- bring in maybe a yield of five and a half, six percent.

Now why would you invest at six percent taking the tremendous risks that these underlying buildings-- we-- we'd go bankrupt (?). Indeed, I think if you-- went to sell-- if you-- if you went to liquidate all these-- all these office buildings in Manhattan and paid off the mortgages-- you'd-- you'd find that-- Peter Stuyvesant overpaid when he bought it from the Indians. You wouldn't get what Peter Stuyvesant paid the Indians. They would have done better with the $24 'cause I think they're underwater

BECKY QUICK: Well, the real estate guys are hoping that the government will love them a little more and get involved to help them carry these loans to longer maturities. If the government does that, is it no longer a smart (UNINTEL)--

CARL ICAHN: Well, yeah. But even if they do it-- even if they do it, yeah, maybe that'll help. Maybe it'll help. But you see, I don't think government should intervene.

BECKY QUICK: Right.

CARL ICAHN: I think government should stay out of this as much as they can. But-- but not threaten higher taxes, not threaten-- to socialize a lot of these businesses, not try to take 'em over.

BECKY QUICK: Do you worry about the additional regulations-

CARL ICAHN: Well, I mean--

BECKY QUICK:--sort of reform?

CARL ICAHN: --they should-- right, obv-- obviously, there should be some regulation in-- in-- in-- in-- in-- in some of this. There's no question that we-- that we went crazy or-- you know-- back-- year, year and a half, two years ago. But it's sort of interesting that-- hey, the regulation would've helped the Madoff situation, right?

BECKY QUICK: Right. Right.

CARL ICAHN: They just-- the FCC just didn't do it. I-- I-- I would say the other side of it though, if you look at the real estate, I think there's all the capacity in the office market and-- and in shopping centers 'cause you have a secular change in-- in-- the way retailers are behaving and-- and-- and the way consumers are behaving.

And as a result, I don't know, they just-- just-- making it easier to borrow-- for this real estate is the answer. I think maybe you're talkin' about residential as opposed to cons-- sumer-- but so I-- I would say that (COUGHING) just as the bond market had been tremendously-- you know, undervalued, it-- it-- or overvalued, how would you want to s-- undervalued-- back a year ago, which it was-- I consider these-- some of these things to be no-brainers where they just get completely out of whack with reality.

There was a gift. I think-- some of this stuff I can't understand why-- why some of these things are sellin' at the prices they do. But I-- I can say I can understand it because there's so much money flowing in to these funds, so the funds have nowhere to go but to buy just as a year ago, all these funds were being liquidated in a panic. So it had nothing to do with the underlying value of-- of-- of the debt, you know, what the debt represented. It was just a gift. And now it's almost the opposite, especially with some of this-- some of the weeks (?), the real estates

BECKY QUICK: Is there anywhere that you see as a-- as a potential-- good area of investment, some area that's been left alone. As-- I'm not talkin' individual issue-- issues. I'm talking broad sectors or broad areas-- or-- is it-- are the best opportunities just shorts right now

CARL ICAHN: No, I-- I think there are some-- and we can't go into individual-- stocks but there are-- are some. I mean, you-- you know, we're-- we're quite involved with the secular change in-- in the way advertise is gonna be done (?). And-- and-- obviously, the cell phone businesses-- is a world's business.

You got secular changes that are hitting the world-- especially in the way we buy-- an on-- so the ins and-- I-- I don't have to say it, it's-- it's obvious, is a great new thing. And advertising on the internet as opposed to-- the printed media. So I think there you can find-- a certain-- things--

BECKY QUICK: In the internet arena? Like, like your stake in Yahoo--

CARL ICAHN: Yeah. And-- and there are some bankruptcies. In bankruptcies, if you know what you're doing-- and-- and at the risk of being immodest, this is something we-- over here, we really do know. And if you really know what you're doin' and know-- how to handle that whole bankruptcy situation and understand the rules-- there's a lot of arcane stuff there that might be cleaned up more than they have-- cleaned 'em up.

There, I think, in the bankruptcy area, there are some very good opportunities. But that's not for the amateur, you know. I think the problem really is we're gonna see that the amateur at best is gonna get hit badly again because they're pourin' money into these funds.

Some of these fund managers, I do not think are experienced enough to handle some of the distressed stuff they're buying. And they're-- they're gonna get burned. And then you're gonna have that cycle which-- if-- if you have that cycle again-- in other words, if you get a double dip recession and they start comin' down, it-- it's gonna be-- a bit of a blood bath in-- in-- in some of these-- areas I'm talkin' about. Obviously, agai-- you know, I'll say it--

BECKY QUICK: And it's (UNINTEL) they'll say where it's going. But then-- there's-- there's a real risk for that, you think, the double dip?

CARL ICAHN: Yeah. I think there's a real risk of it. Now, will it happen? I hope it doesn't, frankly. Will-- I'm not sure. Obviously, nobody's sure. But there is a risk. I-- I just don't see the numbers coming in so great-- you see unemployment keeps creeping up.

I mean, consumers really aren't spending-- you-- you-- Christmas is gonna be bad. But on the other hand, I-- maybe we'll be able to pull ourselves out. When-- one-- I mean, nobody's-- they're-- they're not-- they're not asking for my advice in the administration but I-- I think they have to get a completely different-- attitude with the economy, with business, with the cons-- I mean, we-- they gotta make you feel that they're on your side as opposed to coming in and-- and keep talkin' about-- I mean-- I mean, I don't even understand how, on the one hand, they keep doin' the stimulus, on the other hand, you got this huge deficit.

So how're you gonna pay for it? You're gonna tax. So if you're gonna start taxing and-- and the consumer worries about being taxed and worried about being unemployed, how is the stimulus gonna get him to spend? As a family, they do it per decade.

BECKY QUICK: Do you-- do you agree-- do you agree with the initial moves that were made when it looked like we were about to fall off a cliff?

CARL ICAHN: Yeah, I do. I think that they-- they-- I mean-- let's say, they could've done different things. But I think-- other than-- they are acting very responsibly and-- and-- and did what they had to do and had to do it. I mean the-- the mark-- in my mind there was no question that if they didn't go in and do the stuff they did, we would've been in real trouble.

But again, the market dis-- the dead market discounted a t-- complete depression at that time. But the government acting responsibly. And-- and but now-- now, I think they have to go in and-- and really get the consumer-- it's-- it's like the King Arthur's-- analogy.

You gotta love it. You gotta tell the economy and business and-- and the good-- we love it. We're gonna help ya. The-- the way they're doin' it, we're talkin' taxes, we're takin' over things. They shouldn't be (NOISE) meek in any way (?) for this kind of a business environment-- in any way threatening a socialistic action.

BECKY QUICK: When did it go too far? When they took over the car companies? When--

CARL ICAHN: In-- in-- in every area-- you-- you get the feeling more that-- you just get-- you know, you-- you just get the vibration that this administration wants to take things over as opposed to the re-- Reagan administration. And actually, I think the Reagan administration worked, you know, where they left things alone, laissez-faire, you know, trickle-down.

That kind of thing worked. It-- in this kind of an economy. And so-- hey look-- you know, I-- I came from a middle-class, Jewish family. You know, my mother's a schoolteacher. My father, sort of a professorial kind of guy. Never made much money. They were socialists. I mean, this-- there's-- the middle-class Jewish families were socialists.

But-- and-- and for a while I thought-- I thought that was good. But when I see how you can't-- you can't work without incentives, even in my own business. If you don't incentivize people, hey-- by and large, the people are different. Some people work harder, some people understand it better.

And you can't have it where you have-- a socialistic-- society. Look at what happened with Russia without a dictator. Yeah, I mean, if you have a Joe Stalin in there and he kills you if you don't do what he says, you know, it might work.

BECKY QUICK: Then it's okay? (LAUGHTER) Okay.

CARL ICAHN: But-- but aside from that-- the socialism doesn't work. And right now we're so vulnerable. We're so vulnerable. This economy is so vulnerable. It's been-- it's gone through a trauma. It's like a patient comin' out of an institution just gettin' over a nervous breakdown, just gettin' over trauma. You don't start slappin' it around and scarin' it.

BECKY QUICK: Although there's an area you'd like to see the administration get more involved, that's with the SEC which-- has put off until next year this-- idea of looking at the plan to allow shareholders more say in directors.

CARL ICAHN: Absolutely. There, I think, we should be-- but you see, that's not-- it's-- this-- ironically, there's too much government in cor-- in corporate governance. The state governments have too much to say. And they allow these-- these-- what I consider to be-- unconscionable things, sort of these poison pills, sort of these dagger boards (?), these things that protect managements where-- you know, if you have your own private business and somebody is-- is doing this poorly in some of these managements, you throw 'em out. There's not a question.

You-- you wouldn't-- if you had a family business, I don't think you would have these problems that you have today. I don't wanna name companies. But it's obvious that some of these companies, instead of givin' 'em big bonuses, if-- if my family owned these business-- you throw 'em out and say you're lucky or not-- gonna sue ya.

Now, I keep people workin' for me 20, 30 years. But they work for me because they know on the one hand, they're gonna get paid real well-- at least I think (UNINTEL). And on the other hand, they're gonna be out. And-- and they stay with me many years. So if you get me goin' on that, we have no corporate governance-- really literally-- in-- in-- in this country. They-- they-- they should be free votes. We don't need the government to come in and do it, just tell 'em to stay out of this (?).

Say look, you can't be protective with poison pills. You can't be protective with staggered boards. And-- and go on and on and on. So this is where we could be helpful. But right now, I'm a little off of that kick (?) because we got other major-- much more major problems-- than that and the-- and the problems are--

BECKY QUICK: You're talkin' the broad economy, you're talking about what the administration's doing?

CARL ICAHN: I-- I think that right now, the administration must show-- and I really believe this sincere. I mean, I do believe that they're-- they're not lookin' to be-- I mean, look, I'm not sure. But I really be-- you know, about socialism. But I think you can't, in any way, let people be (UNINTEL) vibrations and government's gonna get bigger and bigger and bigger.

And then they're gonna tax. And I think this is a major problem in perception and communication. And-- and I-- I would say-- that-- we have to, I think, clarify that. If we don't, I think-- I do believe that we're goin'-- into a double dip again. And-- and it's gonna go down again. I-- you know-- but hopefully, that's not gonna happen. I'm not hear to say, you know, I'm-- it's gonna happen tomorrow or next week. I-- I would tell you though we've had a lot of problems.

BECKY QUICK: Was there one point where you thought the-- again, I can go back to the-- the takeover of the car companies or maybe President Obama going to Las Vegas and saying-- and saying you shouldn't be traveling to Las Vegas as a business. You should be embarrassed to be there-- there (?)

CARL ICAHN: Well, I mean--

BECKY QUICK: But was there one point where you thought this was too far?

CARL ICAHN: I-- I-- I know what-- in fairness to Obama-- I'm not-- nobody's gonna accuse me of being a great fan of Obama. But a fan is-- to some of things I think there he just meant that-- I sort of agree that-- that-- I-- I hate to say it, but the corporations were-- were out there just having these boondoggles and the companies weren't doin' good and the shareholders weren't makin' money.

So in fairness to him, I think that's what he was tryin' to portray. And everybody took it to be, you know, poor Vegas. And hey look, Vegas was overbuilt. It was-- it was too much capacity. Gamblin' is a great business. As you know, I-- I-- I owned the Stratosphere and three other casinos and-- and we sold 'em because it was over capacitized.

But-- but-- I really don't fault Obama on that. I think he possibly misspoke. He came on a little too strong about it. But I think right now-- I-- I do think they sincerely wanna do stuff. They-- they should be coming out and showing how they're gonna help business to build as opposed to do it themselves. I-- I think that's basically the feeling you get overall that that's what they're tryin' to-- they-- they don't portray that. And I think that's very scary for--

BECKY QUICK: What would be one thing-- an olive branch that would make you feel a little better about what they're doing?

CARL ICAHN: Well, I-- I would-- I would-- I would go to businesses and actually, literally, cut the taxes. Cut taxes, stimulate business to invest, stimulate business to invest. And actually tell the consumer-- you know, stimulate invest-- stimulate purchasing. He actually cut the taxes as opposed to try to take the money and do it yourself. The government is there stimulating. It doesn't-

BECKY QUICK: Probably not gonna happen with this administration, right?

CARL ICAHN: Well, I-- I think you-- you-- you-- they built-- problems for themselves. You got this huge deficit coming. I don't know what you do. This deficit keeps coming. Now frankly, I really think that-- that-- that with this economy-- I don't think this economy is really turning so quickly.

I hope I'm wrong. But it-- when it's not turning this quickly, I don't think interest rates are goin' up for a while. So I think they still have a holiday, the government, where they can put out money. They can give tax without seein' interest rates go through the moon and without seein' rampant inflation.

I think you got-- you still have that holiday. Actually, Greenspan had 'em for, you know, ten, 12, 15 years. And I think it hasn't literally turned yet. So I think they could do some of that stuff. But whether they will or not, hey you know what, nobody's callin' me from the government to ask me what the heck should be done.

And I just have to worry-- you know, I worry-- I-- as-- individually, worry about-- 'cause if I do share any-- for my fund is-- a lot is me in it-- you-- you know, I just look for investments and for these things that I believe are out of kilter, skin or a (UNINTEL), making no sense of-- that's about it.

BECKY QUICK: One last question for you-- you are known as-- you know, the-- one of the arm-twisting activist investors. CEO's, I would imagine, don't like getting phone calls from you. But Carol Barts (PH)-- spoke recently-- and she actually had some nice things to say about you. Her friend-- she said her friend said, when she told him she was gonna take the Yahoo job, "Are you frigging crazy?" That's a quote from her recently.

But then she went on to say that you are a very smart man who has a dominant point of view of things. If you listen, really, really listen, you can have a relationship. And for a shareholder to come in and be that interested, there is some inherent truth to why they're there. The man can call about 12 times a day. He's totally capable. What's your relationship with Carol Barts?

CARL ICAHN: Well, I think she's perceptive. (LAUGHTER) And-- I-- no, I think-- you know, I really like Jerry Yang (PH) and-- and I think he's a great guy. But obviously, I said this publicly, he wasn't the right guy, in my opinion, to operate a business.

I mean, I think he's-- a brilliant technology guy. I think Carol Bartson is a real operator. And she's getting things done. And she doesn't take prisoners. And I've seen her operate. I really don't call her 12 times a day or even 12 times a month I would say-- probably-- I'm sure she wouldn't take my phone calls anyway even if I did, you know. (LAUGHTER)

But we did call because I was a great adherent and supporter of that Microsoft deal. I think-- and-- and I was an influence, I believe, on the board on that. You-- you know, and-- and I like the board. I think the board-- now, I do like them now.

I mean, obviously, they made errors in the past. But they acted extremely responsibly in-- in-- in-- in backing Carol in getting that Microsoft deal done. I was obviously-- perhaps callin' her not 12 times a day, but calling more than I certainly call now about trying to get that deal done.

And I think that was a great deal. And I think Wall Street hasn't really appreciated how great that deal is because Yahoo-- you know, I'm on the board. I-- now we're speaking just generally 'cause you got me goin' on it. Ya-- Yahoo, unquestionably is in a great area, a secular area-- you know, what-- I'm not gonna even talk about whether it's high or low 'cause I'm not supposed to do that and I'm not gonna do it.

But it's in a great area but-- as-- as far as a content company. It cannot compete with a giant like Google and a giant like Microsoft. And-- and you can't let ego get in your way and say, "We're Yahoo and we can compete." And as time would-- goes on here, I think Google and Microsoft are gonna be these two huge dinosaurs-- I don't wanna call them dinosaurs, but these behemoths that are going to-- to war with each other.

And both of 'em could afford to do it. We can't afford the kind of money that Microsoft can afford to throw into something like Bing. And certainly Google can afford what they want. So-- and with almost a no-brainer-- that's what I was sayin'.

Sometimes when you see these overpriced reeds, so you see these-- under priced-- bonds. It was like a no-brainer. That's what I used to tell the board. It is no-brainer. Just get a goddamned deal done here. And I think Carol Barts saw that very clearly. And I will say that without her on that board, as-- you know, I would say respect her-- without her-- I will say this. That while I think the board acts very responsibly and wanted to do something that would've been much more debated, questioned and answered back and forth-- and she was very strong-- in pushing it to the extent that I could help. And I'm not taking credit for it certainly, but the extent I could help, you know, I spoke to a couple of guys on the board tellin' 'em how I felt as a businessman to get that deal done.

And so I-- I'm very proud that-- I'm proud of her for gettin' it done. And-- and I think she's a very-- very capable-- very capable operator. Time will tell how great the company does. I'm not micromanaging it. But-- she-- she's an excellent operator.

BECKY QUICK: But you had sold out some of your stake. Is that because you think after-- af-- after the deal there's less of an incentive there?

CARL ICAHN: Well, you know, we-- we-- we have-- yeah, you know, fund. And-- we don't like to go-- yeah, you know, the stock is up, it's there (UNINTEL). But I-- not to say that I don't think the stock is up higher, I'm not gonna comment whether I think it goes higher or lower.

I do think they're in a great position. And-- and-- got the Microsoft deal done that saves 'em (?), I think close to a billion dollars a year. Just saves 'em. I mean, and Steven Balmer (PH) said-- I mean, I-- I don't-- see-- he said-- hey, he's laughin' at one (UNINTEL). Said-- I don't see why they're criticizin' this deal.

We're-- we're-- we're spendin' all the money and they're getting all the profit. So why-- how the hell can you criticize it? So we're saving close to a billion dollars on that deal. Well, you know, people say-- well, they need us so they-- we should get more. I know we can take attitude, you're never gonna do any business with anybody. 'Cause you know, somebody's buying it for the reason.

But the-- the-- a-- the point is we're-- we obviously, had a very big position in it. And-- I think there's some-- fiduciary-- obligations in this to-- you know, to lighten it up a bit. So I'm not gonna comment more than that. I-- I will tell you that-- I-- I think that time will tell, I hope, that that was great (?). But, you know, it was a deal that had to be done anyway.

BECKY QUICK: Carl, I wanna thank you very much for your time today.

CARL ICAHN: Okay .

BECKY QUICK: It's been a pleasure talking to you.

CARL ICAHN: Okay. Thank you. Thank you for having me.

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