SecProbe.io

February 28, 2012
 Via E-mail

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

 Re: Rockwell Automation, Inc.
Form 10-K for the fiscal year ended September 30, 2011
  Filed November 14, 2011   File Nos.  001-12383

Dear Mr. Crandall:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.      Form 10-K for the fiscal year ended September 30, 2011

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operation, page 16
 Financial Condition, page 29

 1. We note from your disclosures on page 69 that  certain of your fore ign subsidiaries had
approximately $1.9 billion of undistributed earnings which you intend to permanently
reinvest.  To the extent such amounts could be considered material to  an understanding of
your liquidity and capital resources in futu re periods, such as repayments of your
outstanding debt, please revise your future filings to disclose  the amounts of the cash and

Theodore D. Crandall
Rockwell Automation, Inc. February 28, 2012 Page 2

 investment amounts held by your foreign subsidia ries that would not be available for use
in the United States. Please further provide  a discussion of any known trends, demands or
uncertainties as a result of this policy that ar e reasonably likely to have a material effect
on the business as a whole or that may be rele vant to your financial flexibility. Refer to
Item 303(a)(1) of Regulation S-K an d Section IV SEC Release 33-8350.
 Note 1 – Basis of Presentation and Accounting Policies, page 45

 Principles of Consolidation, page 45

 2. We note that for investments in affiliates fo r which you are not able to exert significant
influence you account for your investments us ing the equity or cost methods.  Please
explain to us the nature of any investment s for which you are using the equity method.
Explain to us how the use of the equity  method in situations where you do exert
significant influence is consis tent with paragraph 323-10-05-5  of the FASB ASC.
 Revenue Recognition, page 45

 3. We note that certain sales in your Control Product & Solutions business are accounted for
as multiple-element arrangements.  Please revise future filings to provide additional details regarding these transactions, includi ng a discussion of the significant factors,
inputs, assumptions, and methods used to determine selling price for the significant
deliverables.  Refer to paragraph 605-25-50- 2 of the FASB ASC paragraph 605-25-50-2.

* * * * *
 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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response 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 federa l securities laws of  the United States.

Theodore D. Crandall
Rockwell Automation, Inc. February 28, 2012 Page 3

 You may contact Eric Atallah, Staff Acc ountant at (202) 551-3663 or Lynn Dicker,
Reviewing Accountant at (202)  551-3616 if you have questions  regarding comments on the
financial statements and related matters. Plea se me at (202) 551-3643 w ith any other questions.

Sincerely,

/s/ Lynn Dicker for  Kevin L. Vaughn Accounting Branch Chief