As for the tenyear note yield, a couple of days now after yellens testimony. Shes coming back soon, too, though, right . Tenyear note has moved up of late, 2. 743 . Lets take a look at europe. See how we performed there. As you can see, weakness there perhaps following probably some weakness here in the United States. And that is where we start with the deal that will create the Largest Cable Company by far in the u. S. Comcast the parent of Nbc Universal agreeing to acquiring Time Warner Cable for 45 billion in an allstock transaction. The deal values time warner at roughly 159 a share, before we open trading this morning. Of course. Comcast shares may be down ever so slightly. We will city. Of course, that would impact the value of the deal. The deal trumps Charter Communications recent offer which was 132. 50 a share in cash and stock and had been firmly rejected by Time Warner Cable. Charter earlier this week, of course, nominating 13 people to be on the board of directors as it began what would have been a lock proxy fight. But, in fact, Time Warner Cable which had been encouraging comcast to buy the entire company for quite some time as i have reported, though, there was great reluctance on the part of comcast to do so. Why . Well, concern not on the antitrust front not as much with the department of justice given there no caps on cable ownership but much more having to do with whether or not they can get by the federal Communications Commission without onerous restrictions involving a Consent Decree of some kind. Eventually they were successful, that is Time Warner Cable, in making the argument that it made sense for comcast to buy the entire company. And, in fact, it was only two weeks ago tomorrow that they had one meeting, rob marcus and Brian Roberts, about a potential deal in which i am told by sources close to the situation roberts attitude started to change about pursuing an entire purchase of the company. Followed by negotiations that heated up in the middle of last week and ended with a ratio that both sides agreed on this monday and a deal announced this morning. Still, it is the question of whether this will get by the federal Communications Commission that is certainly one both sides have to answer. Heres what mr. Roberts had to say in an interview we did earlier this morning on squawk box. Theres over four, in many cases five video competitors in every Market Selling all of the content services. The business is transforming every day with technology. Its a competitive business. A balance that needs to be struck between operators and distributors and content companies to bring consumers what they want. And i think this transaction will help speed up the technological innovation really really bring new products we dont overlap and i think its under 30 . The deal itself for comcast and i believe theres been a call thats already taken place this morning as well is seeing very positively as you might imagine by the company. Theyre saying they are paying 6. 6 times cash flow to buy what is, of course, one of the premier Cable Companies with subscribers in los angeles and new york city, that would be 6. 6 times after what they see as a billion and a half in synergies that will take place over three years, operating synergies, 50 of which those synergies will be captured in year one after the close. It is an allstock transaction the decision made not to use any cash here while comcast does have a lot of debt, its also extraordinarily underleveraged for a Cable Company but that has typically been the case for the Roberts Family in terms the way it approaches debt. It likes to run a fairly unlevered Balance Sheet compared to competitors. There will be a 10 brld addition to the buyback once the deal closes and concern will be used in that way. Its seen as Free Cash Flow immediately. What else . Heres what mr. Roberts had to say on some of the financial keys. To find a deal with this kind of synergy that can be accretive in the first year and to get about half those sinnynergies within the first year, the majority of them, thats very unusual. And thats because and thats why we did a stockforstock deal. Were in the same industry. We just dont operate in the same markets. And, jim, of course, they dont operate in the same markets. There is no overlap and there are no caps on ownership to begin with. But ive run up against in my reporting here after i first broke the news of comcast interest months ago congratulations last night on breaking, too. Thank you. There was reluctance because of the fcc. Its an open question and theyve chosen to do it. There is no break fee. To a certain extent think at t tmobile where there was a huge payment. What im hearing in part we dont want to put up a red flag and have a big breakup fee and the regulators will see it and say they dont have that good of a chance. It may take them a year but theyre confident in the comcast and Time Warner Cable camp they can get this through. Just fabulous reporting. I think that the genesis of the worry is misplaced. The idea that there is overlap, no. I mean, you heard Brian Roberts say theres no zip code overlap. But if i were cbs or abc, i would be saying wait a second how are we going to be able to exact our fees from these guys . Theyre too powerful, will that not be the issue with the fcc, not to the consumer, but the forecast. I know you have les moonves on later. And i brought it up with mr. Roberts as well because youre absolutely right. It becomes more of a political question when you get to the fcc and the market power is no doubt a key consideration. It is interesting to know that they are saying that they will divest million subs even though they dont have to stay below the 30 cap that no longer exists and they are also talking about Net Neutrality and maintaining that even though thats been tossed out potentially by the courts and they are doing a number of things that they would point to what they believe is good faith efforts to convince the fcc that it is in consumers interests and well see what leslie moon vers ves. It basically says, look, this is could be about a company that is better run than another company. Now, i know i work for comcast, but there are overtones of all of this that the residential numbers for time warner were coming down. Coming down precipitous, 2. 68 billion to 2. 53 billion and the idea that this is additive and may be additive on a substantive level, too. Yeah. This is not exactly an industry thats in growth mode. Right. You know, i asked Brian Roberts about that earlier in our interview as well because this is a company that conceivably wants to expand internationally. Might want to continue to expand in content. Right. In terms of expanding Nbc Universal and seemingly moved out of Pure Distribution in part to be able to create some boundaries against the risk that it would have being all in in cable and yet they made this decision. I think in many ways, jim, they simply feel its too good of a financial deal to pass up. If you can buy something after synergies at less than seven times its cash flow if you believe in the leadership of neil smith high level. And gets very well regarded and improve those and bring xfinity to new york and los angeles, you still have an opportunity to create a lot of value and it doesnt mean you cant do the deals down the road. You are not using any cash. Its amazing. Mad money is being preempted by a sport this evening. I want you to do a little lightning round. What does it do for directv and dish . I think you now look at what may be a National Competitor in comcast and you say, okay, can we get a dish deal by the regulators . At least you got to start investors have to start thinking about that today, whether or not i dont believe theres any conversations about that, but these are the kinds of deals that spark thoughts. Then cablevision. Cablevision i can tell you from my reporting, jim youre close to it. I believe when this saga which we first brought you back in june began with charter and liberty having those that first foray to try to acquire Time Warner Cable in the fall, lets call it late summer, fall, i picked up that cablevision came to Time Warner Cable and said would you consider buying us. So, my point is, they might be interested in consolidation. Now, again, what i heard from people familiar with the situation is that Time Warner Cable said you want too much. Price is too high. Separately i can tell you when ive talked to other people on the charter or liberty side, theres a lot of fios overlap with cablevision theyve been fighting it out for years now. So the question becomes, a, do the dolans really want to consolidate and could they possibly get their price if they want to. No breakup fee. Charter, therefore, done, stock decline represents the accretive value that they thought they could get if they had been able to get time warner. And charter stock price has been up ever since we first mentioned this story in june. It has been up consistently as has the entire cable group, but even more so Time Warner Cable and charter both adding significant multiple points to ebita since the idea of Consolidation First really came to the fore when we reported it and then, of course, following with many of the conversations. What does charter do . Yes. I can tell you at this point i do not expect them to try to compete here for Time Warner Cable. Based on my reporting, it doesnt seem likely at all. The question, then, becomes what does john malone and liberty which owns 27 of charter choose to do given he believes consolidation is something that needs to happen. It is potentially happening just without help. And finally when you are discovery reported a number that i like or some people are tepid on it, or when you are fox, can you go to washington and say, look, this is we cannot offer the kind of opportunity, if you are bob iger, we cant do all wed like to do with espn because this is going to cram us down and that means the consumer is denied espn or is espn able to raise the price every year, maybe this is the end of that . Those are all important questions. One expects in these kind of things that the content providers will get any piece of flesh they can any way they can even if they dont really believe that its necessarily not in their interests to see this deal. To Roberts Point theres no overlap. But to the others who would consider this to be a risky transaction from a regulatory perspective its about market power as we said. Fabulous reporting. Fabulous. I saw when you broke it. And by the other, the other news organizes that attribute to other people, wake up and smell the coffee. Great job. I did it on twitter. Ive never done it. It wasnt david fabers hair, it was david faber that broke the story. It cant be. Now i have to carl icahn and follow about apple. The company i work for, i have to find out from david faber. Thanks. Well see, of course, well have a lot more as we go through the morning. Its big. And we will be speaking with Leslie Moonves. A great number from cbs, they increased buyback by a billion and a half with the outdoor spin coming up. What a great number hes predicting for retransmission fee. Remember the tisches, talking about 2 billion in retrans. If im comcast im thinking, hey, les, i got some bad news for you in retransin terms of the kickback to cbs. Thats a good point and thats why this will probably be fought out for a long time. They are talking about a close on the deal at the end of the year and many people expect it is rather optimistic. Cbs is 615 shares. Only autozone and viacom are up there in terms of the way they bought stock back. So much stock they bought back which has been a key in the media business. We are suffering through another winter storm in the new york area were talking about snow and sleet and ice bombarding, by the way, the southeast before it got to us, hundreds of thousands without power, thousands of flights have been canceled. The storm also causing the Senate Banking committee to postpone todays hearing on janet yellen thats why i was unsure about todays show. No, not today, part two of her testimony on Monetary Policy will be rescheduled. And will retail sales be rescheduledle . The january number. We can just keep blaming the weather. I will blame the weather but well hear from whole foods which talks about weather and competition. Weve got a lot ahead of us in this show. And well get reaction to the comcast Time Warner Cable deal from Leslie Moonves. You just heard jim mention it live and exclusive interview, an interview with walter robb. Well be talking to him right here on squawk on the street. I dont want to think about the alternative. I dont even know how to answer that. I mean, no one knows how long their money is going to last. I try not to worry, but you worry. What happens when your paychecks stop . Because everyone has retirement questions. Ameriprise created the exclusive confident retirement approach. To get the real answers you need. Start building your confident retirement today. Whole foods in premarket reporting Quarterly Earnings missed estimates and they lowered 2014 sales and profit forecasts. Shares are down 12 over the last three months, did peak at 65. It was at 5 four years ago. For a cnbc exclusive walter robb co coceo of whole foods. Hello, jim. Lets get to it. On the call said some things that concerned me, you readdressed, again, heavy possible cannibalization and major weather impact and increased competition but still we know sort of optimistic. Heres what i worry about, walter, is there some sort of act secular decline or too much competition in your segment to be able to return to the halcion days of 7 comps . Lets hope not. But i think clearly theres more selection of product out there in the marketplace, but i think the big news in the quarter is, you know, we actually had record sales of 4. 2 billion. Our comps really stabilized at 5. 5 which is a good number and on its way back up in the first three weeks. We talked a lot about our price investment as being a strategy to lean in and particularly continue to build market share and the growth is very positive Going Forward with 57 leases signed in the last six months, so theres a lot of optimism here in terms of continuing to move forward in the marketplace. Lets go over that. I know you guided intraquarter doing it on an interview on mad money to 200 target stores and you go through repeatedly about the opportunities increasing and getting better. At the same time i got to drill down on this idea that there is just too much competition and i say that because we all know sprouts and we all know that fresh markets come in. We saw a better number from fairway and trader joes and mackey said its true theres a little bit more competition out there but the Market Opportunity is so much greater than it used to be. Where are we in the balance . You have to keep prices low in order to keep the competitors out and that will hurt Gross Margins which you indicate may not be going up this year. At the same time youve got great growth. Well try to figure out how to value your company. Its a fair question and obviously this quarter was disappointing for us as well. Were not just about price and competing and were also about quality and the highest quality standards in the supermarket industry. Its balance between value and quality and i think we make our way forward based on both of those not just on price. What do you think you know, one of the things i think we saw january sales today that were really heavily influenced, you guys, ive got to tell you, we are splitting hairs, i only has one retail that is better than 5. 6 comps. Lets talk about the idea that what youre seeing here is a broader increase in the companies that are doing natural and organic but that the concept is so great that we should forget about splitting hairs. Stop looking at 5. 2, 5. 66 and accept the fact its a major transition in our country that is long term, dont focus on this quarter but on the next five years. I think thats right. Two things. Yes, i agree with you. Were trying to say the opportunity continues to grow if you look at the numbers over the last five years and the growth in natural and organic double digits compounded five years in a row and i think were saying that we continue to be leaders in that space and were going to continue to grow into that space and while theres some cannibalization in this growth space and while theres increased competition were making the necessary adjustments to push our way forward and thats what were trying to say, these are short term, we havent seen the lift from these investments but we expect to see and have seen in the past the recovery from those on making our way forward. As someone who has covered your company for a long time, im happy to be interviewing you many times, i know you guys are very unforgiving on yourselves. Let me forgive you on something. You did not ever stress weather. You talked about everything other than the weather, other than a quick throwaway comment at the top of your call. Is it not entirely possible if we got some pretty good weather given that the linearity of the way that samestore sales were going it could be this quarter, this last quarter reported might be the trough in comp store die cline declines. Were hopeful of that, the first threeweek number was