SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

November 19 , 2015

Via Email
Andrew J. Pitts
Cravath, Swaine  & Moore  LLP
825 Eight Avenue
New York, NY 100019

Re:  NCR Co rp.
Schedule TO-I filed November 13 , 2015
 SEC File No. 5 -12264

Dear Mr.  Pitts:

The staff in the Office of Mergers and Acquisitions in the Division of Corporation
Finance has conducted a limited review  of the filing listed above. Our review was limited
to the matter identified in the comment below. All defined terms have the same meaning
as in your filing, unless otherwise noted.

Please respond to this letter promptly  by amending your filing, by providing the
requested informatio n, or by advising us when you will provide the requested response. If
you do not believe our comment appl ies to your facts and circumstances or do not believe
an amendment is appropriate, please tell us why in your response.

After reviewing any amendment  to your filing and  the information you provide in
response to th is comment, we may have additional comments.   In some of our comments,
we may ask you to provide us with information so we may better understand your
disclosure.

Schedule TO – Item 10. Financial Statements

1. Please explain in your response letter why you do not believe that the financial
information showing the pro forma effect of the tender offer on the Company is
material. See Item 1010(b) of Regulation M -A. In this regard, we note that at the
minimum Purchase Price of $26.00 per Share in the Offer , you would be
repurchasing 22.6% of the total issued and outstanding Shares.  We also note that
the terms of the Strategic Investment, which will be used to partially fund the $1
billion total funds needed  to purcha se tender ed Shar es.

Andrew J. Pitts , Esq.
Cravath, Swaine & Moore  LLP
November 19 , 2015
Page 2
 Closing  Information

Please amend your filing  in response to this  comment. We may have further
comments upon receipt of your amendment; therefore, please allow adequate time after
the filing of the amendment for further staff review.

You should furnish a response letter with the amendment keying yo ur responses
to our comment letter and providing any supplemental information we have requested.
You should transmit the letter via EDGAR under the label “CORRESP.”  In the event
that you believe that compliance with the above comment is inappropriate, pr ovide a
basis for such belief to the staff in the response letter.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing reviewed by the staff to be certain that they have provided all
information investors require for an informed decision.  Since the Company is in
possession of all facts relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.  In connection with responding to our comments,
please provide, i n writing, a statement from the Company acknowledging that:

 the Company is responsible for the adequacy and accuracy of the disclosure 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

 the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

Please direct any question s about these comments or your filing to me at 202 -551-
3263.

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and
Acquisitions