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SEC Response Letter

 October 19, 2007

 Mr. Jay E. Ingram

 Attorney Advisor

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Dear Mr. Ingram:

 NCR Corporation (which we refer to as “NCR,” “the Company,” “we,” “us,” or “our”) received your letter dated August 21, 2007 regarding our definitive proxy
statement filed on March 19, 2007 (the “Filing”) with the United States Securities and Exchange Commission (the “Commission”). Thank you for providing comments to assist us in complying with the applicable disclosure
requirements and enhance the overall disclosure in our filings. For your convenience in reviewing our responses, we restate below each comment made by the Staff of the Division of Corporation Finance (the “Staff”) and provide our response
immediately following such comment. Unless otherwise stated below, we intend to comply with each comment in all future filings requiring disclosure as specified by Item 402 of Regulation S-K.

 Selection of Nominees for Directors, page 12

 Commission Comment No. 1: Please disclose the procedures set forth in the Bylaws that a shareholder must follow when nominating directors.

 Response No. 1: The procedures set forth in the Company’s Bylaws that a shareholder must follow when nominating directors are described
on page 56 of the Filing. Please see below the excerpt from page 56 of the Filing. If the Staff believes that additional disclosure is required, we would appreciate your assistance in identifying this information.

 “Under NCR’s Bylaws, nominations for directors at an annual meeting may be made only by (1) the Board of Directors or a
committee of the Board, or (2) a stockholder entitled to vote who has delivered notice to the Company within 90 to 120 days before the first anniversary of the date of the mailing of the notice for the preceding year’s annual
meeting.”

 Mr. Jay E. Ingram

 October 19, 2007

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 Compensation Discussion and Analysis

 Commission Comment No. 2: Please elaborate on the role of Mr. Nuti in NCR’s compensation processes and his input
during the crafting of compensation packages. For example, consider discussing whether or not Mr. Nuti makes recommendations to the Compensation Committee relating to measures, targets and similar items that affect his compensation and the
extent to which Mr. Nuti attends Compensation Committee meetings or meets with the consultants used by the Committee.

 Response
No. 2: The ultimate authority to make compensation-related decisions for the Company’s executive officers resides with and is exercised by the Compensation and Human Resource Committee of the Company’s Board of Directors (the
“Committee”). The Committee considers recommendations from various sources, including our Chief Executive Officer (whom we refer to as our “CEO”), in determining the compensation packages of the executive officers and setting
plan metrics and other compensation-related items. Our CEO attends most meetings of the Committee and participates by discussing with, and making recommendations to, the Committee regarding candidates for executive positions, compensation packages
for new and existing executives, and executive benefits. Our CEO also provides recommendations to the Committee concerning the financial performance metrics to be used to determine short-term and long-term incentive compensation for all executive
officers.

 Our CEO also provides to the Committee input regarding his compensation, but, as is the case in all decisions on executive
compensation, the Committee has the ultimate decision-making authority on such matters. He is not present at Committee meetings during the time that the Committee discusses and makes decisions regarding his compensation.

 The compensation consultant used by the Committee reports to and works for the Committee. Typically, our CEO will not meet with the Committee’s
compensation consultant independently. He only participates in meetings with the Committee’s compensation consultant to the extent that both he and the compensation consultant are present at Committee meetings or as otherwise requested by the
Committee.

 In future filings, we will provide additional information, to the extent that it is material to investors’ understanding
of the Company’s executive compensation program, regarding the role of our CEO in the Company’s executive compensation processes.

 Commission Comment No. 3: Revise the Compensation Discussion and Analysis to capture material differences in compensation policies with respect to individual named executive officers. See Section II.B.1 of
Commission Release No. 33-8732A. Refer to the wide disparities in Mr. Nuti’s salary, the amount paid to him under the 2006 MIP

 Mr. Jay E. Ingram

 October 19, 2007

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Objectives Plan, and the option award made on February 13, 20061 and provide a more detailed discussion of how and why the compensation of your highest-paid named executive officers differs from that of the other named executive officers. If policies or decisions relating to a named executive officer
are materially different than the other officers, please discuss this on an individualized basis.

 Response No. 3:
In fiscal year 2006, there were no material differences in the policies that the Committee used to set the compensation for the Company’s executive officers, including our CEO and the other named executive officers (the “Named Executive
Officers”). As described in the Filing, our practice is to compensate in both cash and equity, pay at competitive market levels, and base the majority of the compensation on the Company’s performance. The differences in outcomes reached by
applying these consistent policies are driven by the different benchmarks derived from the peer group and market surveys. Peer and market data show that, generally, chief executive officers are often paid several multiples of the pay of the
companies’ other executives, in terms of both cash and equity. Consistent with this, our CEO is compensated at substantially higher cash and equity levels as compared to the Company’s other executive officers. We believe our CEO should be
paid at a level substantially above the others due to the nature of his position as the senior executive who leads the entire organization, rather than just a particular business unit of the Company (which we also refer to as a “BU”), the
extent and scope of his responsibilities, and the judgment and experience that he brings to his position.

 In future filings, we
intend to clarify whether or not our compensation policies and practices are consistent among the Named Executive Officers.

 Commission Comment No. 4: Please provide quantitative disclosure of the terms of the necessary targets or performance objectives to be achieved in order for your executive officers to earn their incentive
compensation. To the extent you believe that such disclosure is not required because it would result in competitive harm such that you may omit the disclosure under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed
supplemental analysis supporting your conclusion and provide appropriate disclosure pursuant to Instruction 4. In discussing how difficult it will be for you to achieve the target levels or other factors, please provide as much detail as necessary
without disclosing information that poses a reasonable risk of competitive harm. For example, consider providing disclosure that addresses the relationship between historical and future achievement and the extent to which the Committee set the
incentive parameters based upon a probability that you would achieve the performance objectives.

 Response No. 4: Our 2006
compensation structure included both short-term and long-term performance-based incentive compensation awards. Short-term (annual) performance-based incentive awards were offered under the Company’s Management

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 The Commission referred to the date, February 13, 2007, in its comment. However, we believe that the Commission intended to refer to the date,
February 13, 2006.

 Mr. Jay E. Ingram

 October 19, 2007

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Incentive Plan (the “MIP”), as adjusted by the 2006 Annual MIP Objectives (as defined on page 19 of the Filing). Under the MIP, the Company’s
executive officers were eligible to receive an annual cash payment, the amount of which depended upon, among other items, specific financial performance objectives linked to corporate and/or business unit performance. Long-term performance-based
incentive awards were provided using, among other forms of equity, performance-based restricted stock.

 The extent to which the
performance-based restricted stock awards are earned (vest) depends upon the extent to which the Company achieves specified target levels over a three-year performance period. As explained in our supporting analysis below, we did not disclose the
target levels that the executive officers had to achieve in order to receive a payment under the MIP or will need to achieve in order to earn their performance-based restricted stock awards because we believe that (i) this information is not
material to an understanding of the Company’s performance-based incentive compensation plans for the Named Executive Officers, particularly in light of the other information that is provided regarding these plans, and (ii) disclosure of
such target levels would result in competitive harm to the Company and its stockholders.

 Supporting Analysis

 A.

 Materiality of Disclosure Regarding Targets

 Item 402(b) of Regulation S-K and Instruction 1 to Item 402(b) provide that the purpose of the Compensation Discussion and Analysis (the “CD&A”) is to provide investors with information that is
(i) “material” or comprises “material elements of the registrant’s compensation of the named executive officers,” and (ii) “necessary to an understanding of the registrant’s compensation policies and
decisions regarding the named executive officers.” Therefore, quantitative disclosure regarding target levels need only be included in the CD&A if such information is necessary to enable investors to understand how the Company’s
performance-based incentive compensation plans operated in fiscal year 2006. Certainly, a general understanding of the design and structure of our short-term and long-term incentive plans and an explanation of how and why the operation of those
plans resulted in the amounts paid to the Named Executive Officers pursuant to the MIP and payable to the Named Executive Officers at the end of the three-year performance period under the performance-based restricted stock awards are material, as
these plans are central to the Company’s executive compensation program. However, we believe that the specific target levels that have been established as part of the formula for determining the amounts that were or will be ultimately paid
pursuant to these plans is not material because that information does not give our investors any greater understanding of our short-term and long-term performance-based compensation programs.

 With respect to the MIP, for example, information regarding the specific numerical goal set as the “target” would be of limited relevance to an investor’s understanding of the
operation of that plan. As described in the Filing, in the case of the MIP, the actual

 Mr. Jay E. Ingram

 October 19, 2007

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payments made for fiscal year 2006 were dependent on the Company’s performance as measured by three different criteria. First, each Named Executive
Officer was assigned financial performance objectives linked to corporate and/or business unit performance applicable to his or her role. Second, those Named Executive Officers with business unit responsibilities were assigned stretch objectives
relating to his or her respective business unit’s financial performance. Third, consistent with Company’s commitment to further the diversity of its workforce, each Named Executive Officer was subject to specific diversity-related
performance objectives. In the Filing, the Company chose to disclose the specific targets in the third category, but did not do so in the first two categories because, as discussed below, such information is not material to the understanding of our
MIP program and disclosure of such information would cause competitive harm to the Company.

 With respect to the first category, the
relevant “target” is set at the corporate or business unit non-pension operating income (“NPOI”) level at which the Committee determines executive officers will receive 100% of their target payouts. This level, however, is merely
one point on a continuum from 0%-200% of such payouts. Thus, the “target” level has no greater significance than any other performance level on this continuum. We believe that, as long as investors are given information regarding the
manner in which varying levels of NPOI performance can yield varying payout amounts and are also provided with information regarding the Committee’s assessment of how difficult it is intended to be for executives to attain the level of NPOI
achievement at which executives would receive 100% of their payouts, investors will be able to understand how the plan operates.

 This
analysis is equally applicable to the second, “stretch objectives” component of the MIP. Under this component, each Named Executive Officer with specific business unit responsibilities is eligible to receive an additional incentive award
equal to 25% of his or her base salary if business-unit specific order or revenue targets are achieved. These targets are structured on an “all or nothing” basis, but still the specific numerical goals themselves are of limited relevance
to investors. What is relevant is the context that is already provided in the disclosure – namely information regarding the manner in which the plan is structured and the Committee’s assessment of the level of difficulty in achieving the
“all or nothing” goals.

 Finally, in assessing the materiality of disclosure regarding quantitative performance targets, it is
important to note that the Filing already contains an extensive description of the terms and conditions of the MIP. Specifically, with respect to the MIP the Filing discloses, among other things:

 •

 how and why the Committee structured the current plan;

 •

 the amount (as a percentage of base salary) that would be paid at target performance levels;

 •

 the specific performance measures that are to be used in determining whether and to what extent payments would be made;

 Mr. Jay E. Ingram

 October 19, 2007

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 •

 the manner in which the Committee sets its performance metrics;

 •

 the Company’s assessment of the level of difficulty inherent in attaining the undisclosed performance targets;

 •

 the Company’s historical performance against the targets set under prior annual incentive compensation plans; and

 •

 the amounts actually paid for fiscal year 2006 performance.

 Given all of this information that is provided regarding the MIP, the disclosure of the specific quantitative targets would not add in any way to an “understanding of [NCR’s] compensation policies and
decisions,” nor would it be material or necessary to such an understanding.

 The same analysis applies with respect to the
Company’s long-term incentive compensation plan. Long-term awards take the form of time-based stock options and performance-based restricted stock. Whether and to what extent the performance-based restricted stock awards vest depends on the
level of Cumulative Net Operating Profit (“CNOP”) that the Company attains over the three-year performance period. The specific “target” level (or level at which 100% of the award will vest) is of no more or less relevance than
any other point along the payout continuum. Further, as is the case of