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Correspondence

February 23, 2010

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

              Re:

    Rockwell Automation, Inc.

Form 10-K for the year ended September 30, 2009

Filed November 18, 2009

File No. 1-31783

Ladies and Gentlemen:

This letter is in response to the comments of the staff of the Division of Corporation Finance
(“Staff”) of the Securities and Exchange Commission (the “SEC”) made in the letter dated January
28, 2010 from Kevin L. Vaughn, Accounting Branch Chief, Division of Corporation Finance, to
Theodore D. Crandall, Senior Vice President and Chief Financial Officer of Rockwell Automation,
Inc. (the “Company”), in connection with the Company’s Annual Report on Form 10-K for the fiscal
year ended September 30, 2009 (the “filing”). Set forth below are the Staff’s comments contained
in Mr. Vaughn’s letter (in bold face type) followed by the Company’s responses.

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 operations in future filings 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 decline. Refer to Item 303(A) of Regulation S-K.

In response to the Staff’s comment, on pages 23 and 24 in our Quarterly Report on Form 10-Q
for the period ended December 31, 2009, which was filed on February 8, 2010, we included
disclosures about material changes to income from continuing operations before income
taxes. To prevent duplicative disclosures and disclosures of immaterial items that do not
assist in the understanding of our first quarter operating results, we grouped the
individual components of gross profit, selling, general and administrative expenses, other
expenses and interest expense for purposes of this discussion. We have described the
material variances that influenced income from continuing operations before income taxes
and the significant economic changes that materially affected our operating results for the
three months ended December 31, 2009.

We believe that the most useful information for readers is a description of the underlying
business drivers of changes in income from continuing operations before income taxes.
Discussing how these business drivers affected our income is consistent both with how we
discuss changes in our profitability in communications with shareowners and with how we
manage and analyze our business.

Nevertheless, in future filings we will include a separate discussion of the individual
line items noted above to the extent a variance is material. We will also continue to
include disclosures related to material changes in the components contained within income
from continuing operations before income taxes.

Architecture and Software, page 23

    2.

    You state that you “experienced year-over-year declines in sales of this segment as a
result of the global recession...” Please revise future filings to provide a more detailed
discussion of the material changes in your sales that provides users 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 quantify 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 relating to any
specific product groups. Please note this comment also applies to your disclosures with
respect to your Control Products & Solutions segment.

In response to the Staff’s comment, on pages 24 and 25 in our Quarterly Report on Form 10-Q
for the period ended December 31, 2009, which was filed on February 8, 2010, we included
segment disclosures regarding the affects that volume and pricing had on our sales for both
our Architecture & Software and Control Products & Solutions operating segments. We have
also included a discussion of material trends in our sales for significant product groups and geographic
regions.

-2-

In future filings we will continue to include disclosures related to material changes in
volume, pricing and significant trends affecting sales in our geographic regions and our
product, solutions and service offerings for both our Architecture & Software and Control
Products & Solutions segments.

    3.

    We note your disclosure that operating margin 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 comment also applies to your disclosures
relating to the Control Products & Solutions segment.

In response to the Staff’s comment, on pages 24 and 25 in our Quarterly Report on Form 10-Q
for the period ended December 31, 2009, which was filed on February 8, 2010, we included
disclosures regarding material changes in the operating margin results and the significant
macroeconomic changes that affected both our Architecture & Software and Control Products &
Solutions segments. Such disclosures included quantification of the effects of
restructuring, temporary employee pay and benefit cuts, incentive compensation and pension
and postretirement expenses. In future filings we will continue to include disclosures
related to material changes in operating margins for each of our segments.

Critical Accounting Policies and Estimates, page 31

Retirement Benefits, page 31

    4.

    We note that you utilized an expected return on plan assets of 8.0% in each of 2007, 2008 and
2009 and that you expect to utilize an expected return of 8.0% in 2010. We further note that
this estimate is based on actual returns 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 allocation 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. Discuss your expected return for each category including an analysis of how
your expected return compares with your actual returns. Also explain how you have considered
the recent adverse performance in equity markets in your assumptions.

We will include in our Annual Report on Form 10-K for the fiscal year ended September 30,
2010 disclosures explaining the basis for our expected return on plan assets, the expected
return for each category of assets and a discussion of our expected return compared to
actual returns. We will also explain our consideration of the current market conditions
relative to the selected rate of return.

-3-

We supplementally advise the Staff that over the 15 year period ended September 30, 2009,
we experienced an annualized return on our U.S. plan assets of approximately 9.1 percent on
equity securities and approximately 6.8 percent on debt securities. The other category was
added to our portfolio of U.S. plan assets relatively recently, and as such, we do not have
comparable historical data.

Following is an example of the type of disclosure that we will include in our fiscal year
2010 Form 10-K assuming all factors remain consistent with fiscal year 2009.

Our assumed rate of return on U.S. plan assets will remain at 8.00
percent. In estimating the expected return on plan assets, we considered
actual returns on plan assets over the long-term, adjusted for
forward-looking considerations, such as inflation, interest rates, equity
performance and the active management of the plans’ invested assets. We
also considered our current and expected mix of plan assets in setting
this assumption. Our expected returns on our U.S. plan assets by category
are as follows:

    U.S. Plan

    Asset Category

    Target Allocations

    Expected Return

    Equity Securities

    55
    %

    9% - 10
    %

    Debt Securities

    40
    %

    4% - 6
    %

    Other

    5
    %

    6% - 11
    %

Given the 2008 credit crisis and the significant declines in equity
markets through early 2009, the actual rates of return were below our
expected rates in fiscal 2009 for our equity securities. However, the
actual return for our debt securities significantly exceeded our expected
rate of return for that category in fiscal 2009. While the financial
markets have experienced recent volatility, we have not changed our
expectation for long-term returns for the asset classes in which our plan
assets are invested as the actual returns for our portfolio of U.S. plan
assets has exceeded 8.00 percent annualized for the 15 years ended
September 30, 2009.

    5.

    Further to the above, we note your disclosure of the impact of a change in the discount rate.
Please revise future filings to also disclose the impact 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, disclose the impact that could result given the range of
reasonably likely outcomes.

-4-

We will include in our Annual Report on Form 10-K for the fiscal year ended September 30,
2010 disclosures explaining the impact of any other changes based on other potential
outcomes that are reasonably likely to occur and that would materially affect our results
of operations or financial condition. Following is an example of the type of disclosure
that we will include in our fiscal year 2010 Form 10-K assuming all factors remain
consistent with fiscal year 2009.

We estimate our pension expense will be approximately $71.2 million in
2010, an increase of approximately $38.5 million from 2009. The changes in
our discount rate and return on plan assets have an inverse relationship
with our net periodic benefit cost. The change in our discount rate also
has an inverse relationship with our projected benefit obligation. The
change in our compensation increase rate has a direct relationship with
our net periodic benefit cost and projected benefit obligation. The
following chart illustrates the estimated change in benefit obligation and
annual net periodic pension cost assuming a change of 25 basis points in
the key assumptions for our U.S. pension plans (in millions):

    Pension Benefits

    Change in

    Change in

    Projected Benefit

    Net Periodic

    Obligation

    Benefit Cost

    Discount rate

    $
    69.3

    $
    6.6

    Return on plan assets

    —

    4.9

    Compensation increase rate

    14.2

    3.3

Note 14 — Restructuring Charges 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.

We recognized restructuring charges of approximately $155 million over the three years
ended September 30, 2009. Approximately $136 million of such restructuring charges related
to employee severance benefits recognized in accordance with FASB Accounting Standards
Codification 712-10-25 and 710-10-25. After evaluating the guidance contained within
section 420-10-55 of the FASB Accounting Standards Codification, we concluded that these
postemployment benefits were part of ongoing benefit arrangements as a result of our past
practice of providing similar termination benefits. We determined that the benefits to be
paid were part of an ongoing substantive plan, and as such, we were required to follow the
accounting prescribed within sections 712 and 710 of the FASB Accounting Standards
Codification. We have historically provided involuntary termination benefits pursuant to
our human resource policies for U.S. employees and legally mandated involuntary termination benefits supplemented with
additional amounts, where appropriate, for our non-U.S. employees. We used our historical
experience to determine the appropriate level of benefits to offer the affected employees.

-5-

After evaluating the disclosure requirements within sections 712 and 710 of the FASB
Accounting Standards Codification, we noted that specific disclosures are not required for
severance benefits recognized in accordance with section 710-10-25 of the FASB Accounting
Standards Codification. However, due to the significance of our restructuring actions, we
concluded that certain disclosures related to these actions would be beneficial to the
readers of our financial statements, and as such, we have historically included the
following items related to all of our restructuring actions:

    •

    A description of the exit or disposal activity;

    •

    The line items of the income statement in which the costs are included;

    •

    Total anticipated cash expenditures for each action;

    •

    The amount of cash payments made related to these actions; and

    •

    The combined total remaining liability at the end of the reporting period.

The remaining $19 million of restructuring charges and special items incurred over the
three years ended September 30, 2009 pertained to asset impairment, lease exit and contract
termination costs. These costs were accounted for in accordance with FASB Accounting
Standards Codification sections 360-10 and 420-10. We evaluated the disclosure
requirements of these codification sections and as we deemed the amounts recorded under
these specific guidelines to be immaterial to our consolidated financial statements, we
have not included the specific disclosures for these types of actions within our historic
financial statements.

As requested, below is a tabular reconciliation of the initial and ending liability
balances as of December 31, 2009:

($ in millions)

    Dec 2009

    Currency

    Accrual

    Action

    Charges

    Payments

    Usage

    Adjustments

    Translation

    Balance

    FY2007 - Cost Productivity & Manufacturing Globalization

    $
    44

    (30
    )

    (5
    )

    (4
    )

    3

    $
    8

    Employee Severance Benefits

    38

    (29
    )

    —

    (4
    )

    3

    8

    Asset Impairments

    5

    —

    (5
    )

    —

    —

    —

    Lease Exit Costs

    1

    (1
    )

    —

    —

    —

    —

    FY2008 - Reduce Cost Structure for Anticipated Market Conditions

    $
    51

    (41
    )

    —

    (4
    )

    (2
    )

    $
    4

    Employee Severance Benefits

    50

    (40
    )

    —

    (4
    )

    (2
    )

    4

    Contract Termination Costs

    1

    (1
    )

    —

    —

    —

    —

    FY2009 - Reduce Cost Structure for Global Recession

    $
    60

    (21
    )

    (10
    )

    —

    1

    $
    30

    Employee Severance Benefits

    48

    (20
    )

    —

    —

    1

    29

    Asset Impairments

    10

    —

    (10
    )

    —

    —

    —

    Lease Exit Costs

    2

    (1
    )

    —

    —

    —

    1

    $
    155

    (92
    )

    (15
    )

    (8
    )

    2

    $
    42

-6-

For our remaining employee severance restructuring actions, we review the appropriateness
of our accrual balances at each reporting period in accordance with sections 712 and 710 of
the FASB Accounting Standards Codification,