SecProbe.io

December 7, 2011
 Via E-mail

Mr. Robert P. Fishman Senior Vice President and Chief Financial Officer NCR Corporation 3097 Satellite Boulevard Duluth, GA 30096

Re: NCR Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 25, 2011 File No. 001-00395

Dear Mr. Fishman:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Results from Continuing Operations

Income Taxes, page 25
 1. Tell us how you considered providing disc losures that explain the impact on your
effective income tax rates and obligations of  having a significant amount of earnings in
countries where you have lower statutory tax ra tes.  In this regard, you should consider
explaining the relationship between the foreign and domestic effective tax rates in greater
detail as it appears as though se parately discussing the foreign effective income tax rates
may be important information necessary to und erstanding your results of operations.  To

 Mr. Robert P. Fishman NCR Corporation December 7, 2011 Page 2
 the extent that certain count ries have had a more signifi cant impact on your effective tax
rate, tell us how you consider ed disclosing this informati on and including a discussion
regarding how potential changes in such count ries’ operations may impact your results of
operations.  We refer you to Item 303(a)(3)( i) of Regulation S-K and Section III.B of
SEC Release 33-8350.
 Financial Condition, Liquidity a nd Capital Resources, page 29

 2. We note that a substantial amount  of your earnings of foreign s ubsidiaries are indefinitely
reinvested outside of the U.S.  Tell us how  you considered disclosing the amount of cash
and cash equivalents that are currently held  outside of the U.S. and the impact of
repatriating the undistributed earnin gs of foreign subsidiaries.  In this regard, we note that
this disclosure would i llustrate that some cash is not pr esently available to fund domestic
operations and obligations without paying ta xes upon their repatriation.  We refer you to
Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.
 Financial Statements

 Note 7.  Income Taxes, page 59

3. We note your disclosures on page 61 which indica te that the settleme nt of the Canadian
tax matter could have a material impact on your effective tax rate  and unrecognized tax
benefits.  Please tell us how you considered  the disclosures re quired by ASC 740-10-50-
15(d).  In this regard, we note that certain discourse ar e required if it is reasonably
possible that the total amounts of unrecognized ta x benefits will significantly increase or
decrease within 12 months of the reporting date.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 Mr. Robert P. Fishman NCR Corporation December 7, 2011 Page 3
  the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Joyce Sween ey, Staff Accountant, at (202) 551-3449 or Christine
Davis, Assistant Chief Accountant, at (202) 551-3408 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3406 with any
other questions.
Sincerely,
   /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief