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SEC Response Letter

 1700 S. Patterson Boulevard

 Dayton, OH 45479

 May 14, 2008

 Mr. Mark Kronforst

 Accounting Branch Chief

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
NCR Corporation

 Form 10-K for the Fiscal Year Ended
December 31, 2007

 Filed February 29, 2008

 Definitive Proxy Statement on Schedule 14A

 Filed March 11, 2008

 File No. 001-00395

 Dear Mr. Kronforst,

 Thank you for your Comment Letter dated April 30, 2008 (the “Comment Letter”). Set forth below is NCR Corporation’s (the
“Company”) response to the comments included in the Comment Letter. The comments from the Comment Letter are included below in bold. The Company’s response follows each comment. Please do not hesitate to contact me if there are any
questions concerning our responses or if we can be of further assistance.

 Form 10-K for the period ended December 31, 2007

 General

1.
We are aware of your application for confidential treatment for portions of Exhibit 10.6 to your Form 10-K for the fiscal year ended December 31, 2006, which was submitted
on March 1, 2007. Upon completion of our review of this application, we will provide comments, if any, in a separate letter to the person designated in the application. Given that the Staff has not yet made a determination on this confidential
treatment application, the statement in the exhibit index of your current Form 10-K that the SEC has granted confidential treatment for portions of Exhibit 10.6 is incorrect and should be revised.

 NCR Corporation

 Page 2

 We have revised our disclosure regarding this matter, as reflected in our Form 10-Q for the period ended March 31, 2008, which was
filed with the Commission on May 12, 2008. For your convenience, the revised disclosure is set forth below:

 10.1 Purchase and
Manufacturing Services Agreement effective as of January 19, 2007, between NCR Corporation and Solectron Corporation (now Flextronics International Ltd.) (incorporated by reference to Exhibit 10.6 to the December 31, 2006 Annual Report on
Form 10-K filed March 1, 2007, portions of which Exhibit 10.6 were omitted pursuant to NCR Corporation’s request for confidential treatment filed with the Securities and Exchange Commission).

 Part I

 Item 1. Business

2.
We are unable to locate any discussion of your Purchase and Manufacturing Services Agreement with Solectron Corporation and its impact on your business operations. Based on the
information you have provided in your application for confidential treatment, it appears that your relationship with Solectron should be disclosed in materially complete detail. Please tell us why you have omitted any quantitative or qualitative
disclosure of the Solectron agreement or the relationship you maintain with that entity.

 We have not previously disclosed
discussion of the Solectron Corporation (now Flextronics International Ltd.) outsourcing agreement in the description of our business in Item 1 because we did not believe that the agreement was material to the overall business. In future
filings, we will undertake to provide disclosure in Item 1 similar to the following:

 In 2007, the Company transitioned the
manufacturing of its ATMs, payment solutions, and self-checkout solutions in the Americas to Flextronics International Ltd. (formerly, Solectron Corporation), a provider of electronics manufacturing and integrated supply-chain services. Flextronics
also procures a variety of components used in the manufacturing process on our behalf. Flextronics manufactures NCR products in Columbia, South Carolina; Guadalajara, Mexico; and Jaguariuna, Brazil. Given the Company’s decision to outsource its
manufacturing activities for these products to Flextronics, a disruption in production at Flextronics could impact the timing of customer shipments. Refer to Item 1A of this Report under the caption, “Reliance on Third Parties” for
further information regarding the potential impact of this relationship on our business operations.

 We believe that a qualitative
disclosure such as this provides an understanding of the Company’s relationship with Flextronics and its impact on our business operations. In addition, we will add a similar disclosure in Item 5 in our future quarterly filings in 2008, as
reflected in our Form 10-Q filing for the period ended March 31, 2008, which was filed with the Commission on May 12, 2008.

 Seasonality, page
4

3.
We note here and in other areas of your Form 10-K, including Item 3, your use of cross-references. The extensive use of cross-referencing in lieu of providing the narrative
disclosure called for by an Item of Form 10-K impairs the readability of your disclosure. Please consider eliminating the use of cross-references.

 NCR Corporation

 Page
3

 We agree that the Form 10-K includes extensive use of cross-referencing. Our goal was to reduce the
amount of repetition in explaining certain items. In our future filings, we will evaluate whether the use of cross-referencing can be reduced in order to enhance the readability of our filings.

 Item 1A. Risk Factors, page 5

4.
Please review each risk factor heading to ensure it clearly conveys a detailed risk to investors regarding your company. Many of the headings merely state a fact about your
business without fully describing the risks associated with that fact. For example, we note the following: “Generating substantial revenues from our multinational operations helps to balance our risks and meet our strategic goals,” and
“Third-party suppliers provide important elements to our solutions.” See also the headings under “Work Environment” beginning on page 9.

 We have revised our disclosure of risk factor headings, as reflected in Item 1A in our Form 10-Q for the period ended March 31, 2008, which was
filed with the Commission on May 12, 2008.

 “Environmental Our historical and ongoing manufacturing activities subject us to
environmental exposure,” page 10

5.
We note your disclosure in this risk factor and in Note 11 to your consolidated financial statements that you have investigatory and remedial activities underway at a number of
facilities to comply, or determine compliance with, environmental laws. Please advise whether you have considered disclosing under Item 1 of your Form 10-K the material effects compliance with environmental laws may have upon your capital
expenditures, earnings and competitive position. See Item 101(c)(1)(xii) of Regulation S-K.

 We previously considered
narrative disclosure under Item 1 with respect to material effects of compliance with environmental laws. Rather than including narrative disclosure, we provided a cross-reference to Note 11 of the consolidated financial
statements. This footnote provides disclosure of the potential adverse material effects that compliance with provisions relating to the protection of the environment may have upon the Company’s consolidated results of operations, financial
condition and cash flows, particularly as it relates to the Fox River matter. Use of this cross-reference was intended to avoid repetition of matters that are described in Note 11 and to ensure a reader is provided a clear overall view of the
business. In future filings, we will provide disclosure in Item 1 under the caption “Environmental Matters” similar to the following, updated as necessary to accurately reflect facts at the time of such future filings:

 NCR Corporation

 Page
4

 Compliance with Federal, State, and local environmental regulations relating to the protection of the
environment could have a material adverse impact on our capital expenditures, earnings or competitive position. While NCR does not currently expect to incur material capital expenditures related to compliance with such laws and regulations, and
while NCR believes the amounts provided in its Consolidated Financial Statements are adequate in light of the probable and estimable liabilities, there can be no assurances that there will not be a material adverse impact on capital expenditures,
earnings or competitive position. A detailed discussion of the current estimated impacts of compliance issues relating to environmental regulations, particularly the Fox River matter, is reported in Item 8 of Part II of this Report as part of
Note 11 of the Notes to Consolidated Financial Statements, “Commitments and Contingencies,” and is incorporated herein by reference.

 We have added references to capital expenditures and competitive position in our commitments and contingencies footnote (Note 8) of the Condensed Consolidated Financial Statements as reflected in our Form 10-Q filing for the period ended
March 31, 2008, which was filed with the Commission on May 12, 2008.

 Part II

 Item 8. Financial Statements and Supplementary Data

 Notes to
Consolidated Financial Statements

 Note 1 Description of Business and Significant Accounting Policies

 Revenue recognition, page 45

6.
We note that you enter into multiple-element arrangements which include software. Further, we note that you have removed any references to vendor-specific objective evidence of
fair value and how it is determined. Please explain to us why you have removed this information from your disclosures.

 In
conjunction with the spin-off of our Teradata business unit (“Teradata”) on September 30, 2007, we re-evaluated our disclosure in Note 1 to the Consolidated Financial Statements in our 2007 Form 10-K with regard to revenue
recognition. As part of this process, we removed the explicit references to vendor-specific objective evidence (“VSOE”) of fair value as we had concluded that stating, “Revenue related to software and software-related elements is
recognized in accordance with SOP 97-2” was adequate to describe our revenue recognition policy, including the determination of fair value based upon VSOE. NCR’s accounting for multiple-element arrangements that include software has
remained unchanged and the Company continues to appropriately use VSOE of fair value, as required by SOP 97-2, Software Revenue Recognition.

 In order to enhance our disclosure and provide greater clarity, we will modify the Revenue Recognition section of Note 1, “Description of Business and Significant Accounting Policies” in our future filings to include the following
additional details with regard to VSOE of fair value and how it is determined:

 NCR Corporation

 Page
5

 Fair value of software and software-related elements is based on vendor-specific objective evidence
(VSOE). VSOE of fair value is determined based on the price charged when each element is sold separately.

 In addition, we will enhance our
disclosure by including similar disclosure in Note 1, “Basis of Presentation” of the Condensed Consolidated Financial Statements in our future quarterly filings in 2008, as reflected in our Form 10-Q filing for the period ended
March 31, 2008, which was filed with the Commission on May 12, 2008.

7.
We note that you defer the “fair value” of your extended warranty contracts and recognize the revenue over the service period. Please define fair value as it applies to
these contracts and identify the accounting literature that you are following in accounting for these arrangements.

 As
the Company periodically offers extended warranties to its customers in the form of extended and/or enhanced coverage through maintenance services, we defer the value of our extended warranty contracts, as follows:

 For separately priced extended warranties on hardware that is not software-related, we apply the guidance in FASB Technical Bulletin 90-1, Accounting
for Separately Priced Extended Warranty and Product Maintenance Contracts and defer revenue based on the separately priced amount of the services.

 For all other extended warranties on hardware that is not considered software-related in accordance with EITF 03-5, Applicability of AICPA Statement of Position 97-2 to Non-Software Deliverables in an Arrangement
Containing More-Than-Incidental Software, we apply the accounting literature in EITF 00-21, Revenue Arrangements with Multiple Deliverables to evaluate the extended warranty for separation and allocation. If the extended warranty is
determined to meet the separation criteria, we determine fair value based on objective and reliable evidence in accordance with EITF 00-21. In those circumstances where we do not have vendor-specific objective evidence of fair value, we determine
fair value consistent with the price of similar services when sold separately.

 If the extended warranty is determined to be a
software-related element, we apply the accounting literature in Statement of Position 97-2, Software Revenue Recognition to determine fair value. As the extended warranty is considered consistent with postcontract customer support
(“PCS”) services, we establish vendor-specific objective evidence of fair value based on the price charged when the PCS services are sold separately.

 In order to enhance our disclosure and provide clarity, we will modify the Warranty and Sales Returns section of Note 1, “Description of Business and Significant Accounting Policies” in our future filings to
include the following additional details on the “fair value” deferred for extended warranties:

 In addition to the standard
product warranty, the Company periodically offers extended warranties to its customers in the form of product maintenance services. For contracts that are not separately priced but include product maintenance, the

 NCR Corporation

 Page
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Company defers revenue at an amount equal to its objective and reliable fair value (VSOE for transactions subject to the provisions of SOP 97-2) of the
product maintenance and recognizes the deferred revenue over the service term. For separately priced product maintenance contracts not subject to the provisions of SOP 97-2, NCR applies the provisions of FASB Technical Bulletin No. 90-1,
Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts (“FTB 90-1”). In conformity with FTB 90-1, NCR defers the stated amount of the separately priced contract and recognizes the deferred revenue
ratably over the service term.

 In addition we have added similar disclosures to Note 1 of the Condensed Consolidated Financial Statements,
as reflected in our Form 10-Q filing for the period ended March 31, 2008, which was filed with the Commission on May 12, 2008.

 Note 7 Income
taxes, page 56

8.
We note that your deferred tax assets declined by over $300 million in 2007 and the related valuation allowance was reduced by approximately $245 million. Please explain to us
the reasons for these changes and refer to the line items provided in the table on page 58. We note that your current disclosures only appear to address the foreign operating losses in a very general manner.

 The over $300 million decline in gross deferred tax assets is primarily related to decreases of $133 million of tax loss and credit carryforwards, $86
million of capitalized research and development, and $73 million of other balance sheet reserves and allowances as further explained below. The $245 million decline in valuation allowances is primarily due to decreases of $96 million in the
underlying gross deferred tax assets for foreign tax loss carryforwards related to the adoption of FIN 48 and $147 million relating to foreign jurisdictions as further explained below.

 The decline of $309 million of deferred tax assets from 2006 to 2007 is primarily related to the following line items as detailed in the table on page 58:

 Tax loss and credit carryforwards – Deferred tax assets for tax loss and credit carryforwards declined by $133 million in 2007.
This decline was driven by the following items:

 First, the Company recorded a $96 million reduction in foreign tax loss carryforwards
associated with the adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes