SecProbe.io

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

Mail Stop 3030

January 28, 2010
Via Facsimile and U.S. Mail

 Theodore D. Crandall
Senior Vice President and
Chief Financial Officer  Rockwell Automation, Inc. 1201 South 2
nd Street
Milwaukee, Wisconsin 53204

  Re: Rockwell Automation, Inc.   Form 10-K for the year ended September 30, 2009
 Filed November 18, 2009 File No.  1-31783

Dear Mr. Crandall:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your documents in future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your  explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Theodore D. Crandall
Rockwell Automation, Inc.
January 28, 2010 Page 2  Form 10-K for the year ended September 30, 2009

 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 16

2009 Compared to 2008, page 22

1. Please revise your discussion of results of ope rations in future fili ngs to also discuss
material components of your cost of sales and gross margin.  In this regard, we note that
your consolidated gross profit has declined  from approximately 41% at September 30,
2008 to approximately 36% at September 30, 2009, but we do not see where you have
included a separate discussion of the specific causes of this dec line.  Refer to Item 303(A)
of Regulation S-K.
 Architecture and Software, page 23

 2. You state that you “experienced year-over-year declines in sa les of this segment as a
result of the global recession…”  Please revise  future filings to pr ovide a more detailed
discussion of the material changes in your sa les that provides us ers with information
relevant to an assessment of your financial condition and results of operations.  In this regard, we note your disclosure within the operating margin section that volume changes
impacted your results.  In accordance with  Item 303(A)(3)(iii), please revise the
discussion of sales in future filings to qua ntify the impact of prices and volume on your
sales.  Please also revise to  discuss any material trends in your sales, including for
example, trends relating to sales in any geographic area or trends re lating to any specific
product groups.  Please note this comment also applies to your disclosures with respect to
your Control Products & Solutions segment.
 3. We note your disclosure that operating ma rgin was impacted by changes in volume,
currency exchange rates and restructuring charges.  Please revise future filings to quantify the effects of material  changes.  Please note this co mment also applies to your
disclosures relating to the Contro l Products & Solutions segment.
 Critical Accounting Policies and Estimates, page 31

 Retirement Benefits, page 31

 4. We note that you utilized an e xpected return on plan assets of 8.0% in each of 2007, 2008
and 2009 and that you expect to utilize an expe cted return of 8.0% in 2010.  We further
note that this estimate is based on actual retu rns on plan assets over the long term as well
as the current and expected mix of plan investments.  Finally, we note from your
disclosure in Note 12 that your target allo cation is 56% equity securities, 36% debt
securities and 8% other.  Please revise future filings to explain in greater detail the basis
for your expected return on plan assets.  Di scuss your expected return for each category

Theodore D. Crandall
Rockwell Automation, Inc.
January 28, 2010 Page 3
including an analysis of how your expected return compares with your actual returns.
Also explain how you have considered the re cent adverse performance in equity markets
in your assumptions.
 5. Further to the above, we note your disclosure of the impact of a change in the discount
rate.  Please revise future f ilings to also disclose the im pact of other changes based on
other outcomes that are reasonably likely to occur and would have a material effect.  For
example, if changes in the expected rate of  return would have a material impact on your
results of operation or financial condition, disc lose the impact that could result given the
range of reasonably likely outcomes.
 Note 14 – Restructuring Charge s and Special Items, page 66

 6. We note the significance of your restructuring charges in all fiscal years presented.
Please provide to us and revise  future filings to present a reconciliation of  the beginning
and ending liability balances related to each  separate restructuring action during the
periods.  Refer to FASB Accounting Standards Codification 420-10-50.

7. As a related matter, please revise your Manage ment's Discussion and Analysis in future
filings to discuss the how the restructuring plans will affect future periods.  To the extent material, consider the following additional disclosures in your MD&A:

• Quantify and disclose the expected effects on future earnings and cash flows resulting
from your restructuring activities.

• Discuss whether you expect the cost savings to be offset by anticipated increases in
other expenses or reduced revenues.
 • Should actual savings anticipated by the restructuring plan not be achieved as
expected or are achieved in periods other than as expect ed, revise MD&A to discuss
that outcome, why it occurre d, and the possible effects on future operating results and
liquidity.

Note 18.  Business Segment Information, page 73

8. We note your disclosure that you have orga nized your products and services into two
operating segments.  We also note your disclo sure elsewhere in the filing of businesses
within the operating segments.  We also not e your disclosures of operations throughout
the world and from review of your website that you appear to have separate managers in
charge of specific geographic regions.  Pleas e tell us more about how you have evaluated
your operations in concluding that you have two operating segments.  Refer to section
280-10-50 of the FASB Accounti ng Standards Codification.

Theodore D. Crandall
Rockwell Automation, Inc. January 28, 2010 Page 4
 9. We note your disclosure on page 75 regardi ng sales by geographic region and property by
geographic region.  If revenues from external customers or long-lived assets attributed to any individual foreign country are material, please revise this disclosure in future filings to disclose those revenues a nd/or assets separately.  Refe r to paragraph 280-10-50-41 of
the FASB Accounting Standards Codification.   As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter that keys your responses
to our comments and provides any requested informa tion.  Detailed cover letters greatly facilitate
our review.  Please understand that we may have additional comments  after reviewing your
responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact Eric Atallah, Staff Accountan t, at (202) 551-3663 or me at (202) 551-
3643 if you have questions regarding comments on the financial statements and related matters.
In this regard, do not hes itate to contact me or Martin James,  Senior Assistant Chief Accountant,
at (202) 551-3671 with any questions.

       S i n c e r e l y ,

 Kevin L. Vaughn
        A c c o u n t i n g  B r a n c h  C h i e f