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November 11, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Re:       NCR Corporation

Form 10-K for the Year Ended December 31, 2019

Filed February 28, 2020

Form 10-Q for the Quarter Ended June 30, 2020

Filed July 31, 2020

File No. 001-00395

Dear Division of Corporation Finance, Office of Technology:

This letter sets forth the responses of NCR Corporation (the “Company”) to comments received from the Division of Corporation Finance, Office of Technology (the “Staff”) of the United States Securities and Exchange Commission set forth in your letter of October 14, 2020 (the “Comment Letter”) with respect to the Company’s Form 10-K for the Year Ended December 31, 2019 and the Company’s Form 10-Q for the Quarter Ended June 30, 2020. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold below, and is followed by the corresponding response of the Company. Unless the context requires otherwise, references to “we”, “our”, “us”, “NCR” or “the Company” in the responses below refer to NCR Corporation.

Securities and Exchange Commission

Division of Corporate Finance, Office of Technology

Page 2 of 18

Form 10-K for the Year Ended December 31, 2019

Note 1. Basis of Presentation and Significant Accounting Policies

Revenue Recognition, page 56

1.You disclose that revenue from term-based licenses is recognized at a point in time; however, you also indicate that term revenue is recognized for the committed term of the contract, which is typically one month to one year due to customer termination rights. Please explain to us this apparent inconsistency and revise your disclosures as necessary. In this regard, tell us whether revenue is recognized at a point in time or over time, during the "committed term."  Further, tell us what the customer termination rights are, how they impacted your accounting for these arrangements, and the accounting guidance followed. Lastly, tell us how much revenue was recognized for term-based licenses for fiscal 2019 and to date in fiscal 2020.  Please include proposed revised disclosures in your response.

We acknowledge the Staff’s comment that the disclosure related to term-based licenses included in Note 1 of the Notes to the Consolidated Financial Statements included in the 2019 Annual Report on Form 10-K may appear inconsistent as currently drafted and are providing the following additional clarification as requested.

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606-10-55-58B, the Company recognizes revenue from the sale of on-premise, software licenses – both perpetual and term-based – at the point in time when the license has been made available for use to the customer, the license term has commenced and all other revenue recognition criteria have been met.

Term-based licenses are typically sold for a period of three or five years and may include customer termination rights whereby the customer can terminate the contract for convenience within 30 days prior to either each contract anniversary date or the start of the next calendar month, dependent on the specific customer contract.  Upon termination, the customer must cease use of and destroy on-premise copies of the license.  Contracts also may include early termination penalties, which range from 0% to 20% of the total contract value. The Company assesses the termination rights as well as the early termination penalties to determine the appropriate duration for the term-based licenses for the purpose of measuring the amount of contractual consideration

Securities and Exchange Commission

Division of Corporate Finance, Office of Technology

Page 3 of 18

to recognize in accordance with ASC 606-10-25-3, which states that the revenue guidance should be applied “to the duration of the contract in which parties to the contract have present and enforceable rights,” which the Company has defined as the “committed term.”

For these arrangements, the Company has concluded that the committed term is from the commencement date of the license until the contract anniversary date or the next calendar month, depending on the termination provisions.  If a customer chooses not to execute each termination right, the Company considers it akin to the exercise of a renewal right and the Company will recognize the revenue at a point in time at the beginning of the next committed term.

Revenue from term-based licenses was $12 million for the year ended December 31, 2019 and $19 million for the nine months ended September 30, 2020, which is less than 0.5% of total revenue for the periods noted.

The Company plans to update the revenue recognition policy related to term-based licenses included in Note 1 of the Notes to the Consolidated Financial Statements in the 2020 Annual Report on Form 10-K as follows:

Software products may be sold as perpetual licenses, term-based licenses, cloud-enabled and software as a service. Perpetual license revenue is recognized at a point in time when control transfers to the customer and reported within product revenue. Control is typically transferred when the customer takes possession of, or has access to, the software. Term-based license revenue is recognized at a point in time upon the commencement of the committed term of the contract, concurrent with the possession of the license, and reported within product revenue. The committed term of the contract is typically one month or one year due to customer termination rights.  If the amount of consideration the Company expects to be paid in exchange for the licenses depends on customer usage, revenue is recognized when the usage occurs.

Securities and Exchange Commission

Division of Corporate Finance, Office of Technology

Page 4 of 18

2.Please describe for us the nature of your product solutions in which you combine the cloud-enabled SaaS and on-premise term-based software license as one performance obligation, and tell us how you considered ASC 606-10-25-21 in accounting for these arrangements.  Also, tell us how much revenue was recognized from the sale of such solutions in fiscal 2019 and to date in fiscal 2020 and, to the extent material, expand your disclosures accordingly.

Introduction:

In 2019, we launched a new offering for NCR’s food, drug, and mass merchandise retailers called NCR Emerald (“Emerald”).  The customer base is expected to be comprised primarily of grocery store and supermarket operators.  In today’s current retail environment of fragmented systems, devices and software, it is difficult for grocers to understand their operations day-to-day given the lack of timely dissemination of data across disparate systems.  NCR Emerald is a complete, cloud-enabled point-of-sale platform that allows retailers to share sales and customer data in a bi-directional manner between the store sales terminal equipped with NCR point of sale software (“POS”) and NCR’s central cloud-platform (“NCR Cloud”). This bi-directional data flow allows NCR’s retail customers to operate and manage their stores centrally and more efficiently.

Retailers purchase Emerald because they seek the enhanced functionality that only results from the interaction of the NCR Cloud and NCR’s POS software across multiple points of sale, devices and locations. When retailers purchase Emerald from us, our one promise is to provide the retailer with a commercial software platform that allows them to operate and manage their retail business across multiple channels, point of sale terminals, and locations. We fulfill this one promise by providing a product with the following features:

1.To execute and process sales transactions across channels (in-store, online)

2.Central access to transactional and business information near real time

3.To manage important configurations and pricing updates centrally across their enterprise

4.To manage consumer data in order to enhance its consumers’ POS experience

5.To manage promotions and other critical business services

Prior to the launch of Emerald, NCR primarily focused on selling on-premise POS software to retailers. The transition from NCR’s on-premise-only offerings to the new Emerald offering was part of a long-term vision about the future of how grocery store operators wanted to run their business. For the year ended December 31, 2019 and the nine months ended September 30, 2020, total revenue recognized from Emerald contracts was less than $1 million in each period.

Securities and Exchange Commission

Division of Corporate Finance, Office of Technology

Page 5 of 18

Although immaterial currently, this type of offering is core to the Company’s long-term growth strategy of shifting more functionality to the cloud in our offerings in the retail, financial and hospitality industries.  We expect the revenue from these types of hybrid cloud offerings to grow in the future and as such, we have assessed the revenue recognition criteria for the Emerald product offering.  The Company will continue to monitor and add disclosure as materiality grows.

In our assessment of guidance from the FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), we concluded that Emerald’s on-premise software license and customer cloud-only access to the NCR Cloud is a single performance obligation in accordance with ASC 606-10-55-56 because we have determined the software license and cloud services are not distinct from each other.  This determination is based on the significant interdependency between the on-premise software and NCR Cloud that is required to fulfill the promise to the customer [ASC 606-10-25-21(c)] and for the customer to obtain its intended benefit [paragraph BC33(b) in the Basis for Conclusions to FASB Accounting Standards Update (“ASU”) No. 2016-10, Identifying Performance Obligations and Licensing] from the Emerald offering.  Our view is that no reasonable customer would conclude that they received what they contracted with NCR to provide, or what NCR promised to provide during the sales and marketing cycle, without NCR’s provision of both components of the Emerald offering (i.e. the on-premise software licenses and access to the NCR cloud) given that it is the interaction of the components that creates the functionalities central to the offering.

The subsequent discussion includes a description of the Emerald product and highlights the features and functionalities that are provided to, and expected by, Emerald customers.  In addition, we describe why those features and functionalities are only made possible by the significant, ongoing interaction between the on-premise software and NCR Cloud.

Emerald Product Overview:

Emerald is an offering comprised of on-premise software that interacts with NCR’s cloud-based business services platform to enable retailers to operate and manage their business across multiple store locations and points of sale within each store in a seamless and efficient manner.  Without either component of the offering (on-premise software or access to the NCR Cloud), Emerald could not fulfill this objective, making the components inputs to the combined solution (as described in paragraph BC33(b) in ASU 2016-10). The on-premise software is downloaded onto

Securities and Exchange Commission

Division of Corporate Finance, Office of Technology

Page 6 of 18

POS in-store terminals.  The POS devices communicate with the NCR Cloud on a real-time basis (short of operational malfunction or connectivity issues) in order to ensure sales transactions have up-to-date pricing and also to collect and process business and customer data upon check-out.  Retail operators then use this information transmitted by the on-premise software and collected/collated within the NCR Cloud to, among other things, make decisions regarding product promotions, understand movement of inventory, and determine what types of customers buy which products.  Information and configurations are also fed from the NCR Cloud to the on-premise software on a real-time basis (i.e., rather than having to manually update each store’s server).  The result is the ability to leverage significant operational efficiencies that would not exist without the flow of data between the NCR Cloud and on-premise software in a bi-directional manner. Please refer to the Emerald Interdependent Functionality section below for additional discussion of these cloud-based features and others.

The contractual document used by NCR when selling Emerald explicitly notes the following in Section 1, Scope, of the standard contract template:

This Addendum applies to your purchase of the Emerald Solution, an NCR Product that combines enterprise POS and integrated payments with a range of retail-specific software, services and hardware. Purpose built for food, drug and mass merchandise retailers, it offers a common user interface across multiple points of sale, payment processing, enterprise data management and reporting, promotions and merchandising, and NCR’s cloud-based, open API platform.

Within the contract, the individual software components of the core Emerald software, including both on-premise software components and cloud-based components, are listed.  However, the contract and pricing does not differentiate between the functionalities in the on-premise and cloud-based components This presentation supports that, from a contractual perspective, we view Emerald as one business management offering that is being sold to the retailer and consider all software components, licensed and hosted, as a part of the Emerald offering.

Analysis:

Integral to identifying the performance obligations in a contract is to appropriately determine the nature of the overall promise to the Emerald customer. That determination would, in our view, given the guidance in paragraph ASC 606-10-25-16, have to consider reasonable expectations by

Securities and Exchange Commission

Division of Corporate Finance, Office of Technology

Page 7 of 18

the customer of the promise implied by an entity’s customary business practices, published policies, or specific statements.  Therefore, before evaluating which individual licenses or services are or are not distinct, we must conclude as to the nature of our promise to Emerald customers. Our conclusion is that, based on how we market and promote Emerald (including specific statements and videos on our website and sales presentations), our promise to customers is to provide services through a commercial software platform that will provide them the tools, features, and functionalities to operate and manage their retail business efficiently and manage their business across channels and locations in the consistent, mobile-enabled manner they have requested of us. The capabilities and business efficiencies that our customers validly expect, would not be available absent the ongoing, near real-time interaction between the on-premise software and cloud-based services.

Under ASC 606-10-25-21, the objective in assessing whether the promises to transfer goods or services to the customer within a contract are separately identifiable is to determine whether the nature of the contracted promise to the customer is to transfer each promised good or service individually or to transfer a combined item to which the promised goods or services are inputs.  Paragraph BC29 in the Basis for Conclusions to ASU 2016-10 further explains the concept of “inputs to a combined item or items”. We believe consistent with discussion in BC29 that we need to assess whether the effect of combining the promises in a contract results in an item that is greater than or substantially different from the sum of the individual promises.  Pursuant to criteria (a) through (c) under ASC 606-10-25-21, the determination as to whether the promises in a