1.

You state in your Form 8-K filed August 14, 2012, that you have received anonymous allegations from a purported whistleblower relating to your business in Syria. Further, we are aware of an August 12, 2012, news report regarding allegations that you engaged in operations in Syria through NCR Syria, a direct U.S. subsidiary; and that NCR Syria conducted banking business with Commercial Bank of Syria and Real Estate Bank, both of which are included on the Specially Designated Nationals List maintained by the Treasury Department's Office of Foreign Assets Control. As you know, Syria is designated as a state sponsor of terrorism by the State Department and is subject to U.S. economic sanctions and export controls. Please describe to us the nature, duration, and extent of your past, current, and anticipated contacts with Syria, whether through domestic or foreign subsidiaries, distributors, resellers, dealers, or other direct or indirect arrangements, since your letter to us August 6, 2009. Your response should describe any products, equipment, components, technology, software, services, or fees that you have provided or intend to provide into Syria, directly or indirectly, and any agreements, arrangements, or other contacts with the government of Syria or entities it controls.

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•	sale or transfer of assets, including but not limited to real and personal property;

•	resolution of employee contracts, benefits and severance obligations (for which a humanitarian license has already been requested from OFAC);

•	filings as required with Syrian authorities to deregister in Syria, including the filing of tax audit reports and other necessary submissions;

•	engagement of third party service providers, such as accountants and legal counsel to effectuate these filings and other actions;

•	termination, novation or other appropriate action to resolve outstanding third party vendor and customer contracts;

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•	closure of bank accounts that have been maintained in non-blocked banks; and

•	closure of bank accounts that have been maintained in blocked banks.

2.

You also state in the Form 8-K that you notified OFAC of potential apparent violations related to your business in Syria and that you are taking measures consistent with OFAC guidelines. Please tell us whether you have received any communications from OFAC on this issue and the current status of the matter. In addition, briefly describe to us the nature of the measures you are undertaking in accordance with OFAC guidelines.

i.	cessation of apparent potentially non-compliant conduct;

ii.	preservation of relevant data and documents;

iii.	placement of hold on relevant accounts, contracts or other obligations;

iv.	identification of other conduct, if any, that might reflect non-compliance;

v.	submission to OFAC of a license request to address employee contracts in Syria;

vi.	identification of other obligations in Syria that might require OFAC authorization;

vii.	identification of custodians of relevant data or documents;

viii.	collection of relevant data or documents;

ix.	initiation of review of data or documents; and

x.	initiation of review of compliance policies, processes and internal controls to prevent recurrence of apparent non-compliance.

3.

You stated in your letter to us filed on July 15, 2009 that you anticipated ceasing sales to Sudan by the middle of 2010. As you know, Sudan is designated as a state sponsor of terrorism by the State Department and is subject to U.S. economic sanctions and export controls. Please describe to us the nature, duration, and extent of your past, current, and anticipated contacts with Sudan, whether through domestic or foreign subsidiaries, distributors, resellers, dealers or other direct or indirect arrangements, since your letter to us dated August 6, 2009. Your response should describe any products, equipment, components, technology, software, services, or fees that you have provided or intend to provide into Sudan, directly or indirectly, and any agreements, arrangements, or other contacts with the government of Sudan or entities it controls.

4.

Please discuss the materiality of your contacts with Syria and Sudan described in response to the foregoing comments, and whether they constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets, and liabilities associated with each of the referenced countries for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making

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•	State governments, municipalities, and/or universities, as referenced in the Staff's letter, directly hold approximately 2.2% of the Company's outstanding shares in the aggregate (we are unable to ascertain the amount of shares, if any, they may hold indirectly through one or more nominees).

•	The states, universities and other public investors, as referenced in your letter, have not made any inquiries or indications of divestment activity or intent to us.

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