SecProbe.io

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 April 16, 2026

Rebecca House
Senior Vice President
ROCKWELL AUTOMATION, INC
1201 South Second Street
Milwaukee, Wisconsin 53204

 Re: ROCKWELL AUTOMATION, INC
 10-K filed November 12, 2025 File No. 001-12383
Dear Rebecca House:

 We have completed our review of your filings. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document 1201 S. Second St. Milwaukee, WI 53204 USA April 13, 2026 Al Pavot Jeanne Baker Division of Corporation Finance United States Securities and Exchange Commission Washington, DC 20549 Re: ROCKWELL AUTOMATION, INC. Form 10-K filed November 12, 2025, File No. 001-12383 Dear Mr. Pavot and Ms. Baker: Rockwell Automation, Inc. (the “Company”, “Rockwell”, “we” or “us”), responds below to the comments of the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”), with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the “Form 10-K”) filed on November 12, 2025 (File No. 001-12383), contained in your comment letter dated March 18, 2026 (the “Comment Letter”). For convenience of reference, each Staff comment contained in the Comment Letter is reprinted below in italics, numbered to correspond with the paragraph number assigned in the Comment Letter, and each Staff comment is followed by the corresponding response of the Company. Form 10-K for the Fiscal Year Ended September 30, 2025 Management's Discussion and Analysis Total segment operating earnings, page 24 1. We note your presentation of total segment operating earnings. When this measure is presented outside of the ASC 280 disclosures in the notes to the financial statements, it must comply with all non-GAAP guidance. In this regard, please address the following: • This measure excludes corporate and other costs. As such, it appears to exclude normal, recurring, cash operating expenses and, as such, does not comply with Rule 100(b) of Regulation G and Item 10(e) of Regulation S-K. Refer also to Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. • This measure excludes purchase accounting depreciation and amortization, which results in a measure that reflects part, but not all, of an accounting concept and therefore substitutes individually tailored recognition and measurement methods. Refer to Question 100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. 1 Confirm you will no longer include this measure outside of your ASC 280 disclosures in future filings, including earnings releases filed under Form 8-K or revise your measure to remove these adjustments. Note that if you continue to include this measure as appropriately revised, the reconciliation should start with net income, the most directly comparable GAAP measure. Response See our response to address the Staff’s comments under #2 and #3. 2. We note your presentation of total segment operating margin. In addition to addressing the above comments related to total segment operating earnings, please revise to disclose the most directly comparable GAAP measure, operating income margin, with equal or greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Response The Company respectfully acknowledges the Staff’s comment and confirms that it will update its presentation of total segment operating earnings and total segment operating margin to include corporate and other costs and be reported as enterprise operating profit and enterprise operating margin. These changes will be made prospectively, including recast of all comparable periods presented, beginning with the Form 10-Q and Form 8-K earnings release for the period ending March 31, 2026. As noted below in footnote (3) to our illustrative Summary of Results of Operations, we disclose income before income taxes and pre-tax margin as the closest GAAP measures to enterprise operating profit and enterprise operating margin as we do not present a GAAP measure of operating profit or operating margin. The Company respectfully acknowledges the Staff’s comment in #1 related to purchase accounting depreciation and amortization. Reference is made to our response under #3 in support of exclusion of amortization of acquisition-related intangible assets and impairments from our presentation of enterprise operating profit and enterprise operating margin. Set forth below is an illustrative example of how we intend to present our “Summary of Results of Operations” in future filings (Item 7 of Form 10-K and Item 2 of Form 10-Q): 2   Year Ended September 30,   2025 2024 2023 Sales       Intelligent Devices (a) $ 3,756  $ 3,804  $ 4,098  Software & Control (b) 2,383  2,187  2,886  Lifecycle Services (c) 2,203  2,273  2,074  Total sales (d) $ 8,342  $ 8,264  $ 9,058  Segment operating earnings (1)       Intelligent Devices (e) $ 676  $ 700  $ 828  Software & Control (f) 708  530  953  Lifecycle Services (g) 319  365  148  *Corporate and other (2) (125) (114) (110) *Enterprise operating profit (3) (h) 1,578  1,481  1,819  *Amortization of acquisition-related intangible assets (4) (141) (144) (106) *Impairment (224) —  (158) Non-operating pension and postretirement benefit (cost) credit (1) 20  (83) Net legacy asbestos and environmental charges (2) (154) (21) (18) Change in fair value of investments (3) —  279  Restructuring charges 5  (97) —  Interest expense, net (143) (139) (125) Income before income taxes (i) 917  1,100  1,608  Income tax provision (168) (152) (330) Net income 749  948  1,278  Net loss attributable to noncontrolling interests (120) (5) (109) Net income attributable to Rockwell Automation $ 869  $ 953  $ 1,387        Diluted EPS $ 7.67  $ 8.28  $ 11.95  Adjusted EPS (5) $ 10.53  $ 9.85  $ 12.25  Diluted weighted average outstanding shares 113.1  114.5  115.6  Pre-tax margin (i/d) 11.0  % 13.3  % 17.8  % Intelligent Devices segment operating margin (e/a) 18.0  % 18.4  % 20.2  % Software & Control segment operating margin (f/b) 29.7  % 24.2  % 33.0  % Lifecycle Services segment operating margin (g/c) 14.5  % 16.1  % 7.1  % *Enterprise operating margin (3) (h/d) 18.9  % 17.9  % 20.1  % (1) See Note 20 in the Consolidated Financial Statements for the definition of segment operating earnings. (2) Legacy asbestos and environmental charges were previously included in Corporate and other. All periods have been recast to conform with current year presentation. 3 *(3) Enterprise operating profit and enterprise operating margin are non-GAAP financial measures. We exclude from income before income taxes and pre-tax margin amortization of acquisition-related intangible assets, impairment, non-operating pension and postretirement benefit (cost) credit, net legacy asbestos and environmental charges, change in fair value of investments, restructuring charges aligned with enterprise-wide strategic initiatives, and interest expense, net because we do not consider these items to be directly related to the operating performance of our enterprise. We believe enterprise operating profit and enterprise operating margin are useful to investors as measures of operating performance. We use these measures to monitor and evaluate the profitability of our operating enterprise. Our measures of enterprise operating profit and enterprise operating margin may be different from measures used by other companies. *(4) Amortization of acquisition-related intangibles excludes amortization of internally developed and capitalized intangible assets. See the Supplemental Segment Information section for our presentation and reconciliation by segment. (5) Adjusted EPS is a non-GAAP earnings measure. See Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation for more information on this non-GAAP measure. Please note * refers to the changes in our disclosure in response to the Staff’s comments. Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation, page 30 3. We note you exclude purchase accounting depreciation and amortization from your non- GAAP measures Adjusted Income, Adjusted EPS and Adjusted Tax Rate. As previously noted, this adjustment results in non-GAAP measures that only reflect part, but not all, of an accounting concept and thus results in tailored accounting measures. Refer to Question 100.04 of the Division’s Compliance & Disclosure Interpretations on Non- GAAP Financial Measures and confirm that you will no longer include this adjustment in the determination of these non-GAAP measures in future filings, including earnings releases filed under Form 8-K. Response The company respectfully acknowledges the Staff’s comment. Please note that the adjustment of purchase accounting depreciation and amortization relates to amortization of identifiable intangible assets recognized in conjunction with the purchase price allocation for acquisitions, including: software products, customer relationships, technology, and trademarks. We also have amortization related to intangible assets that are internally developed that is not included in the adjustment of purchase accounting depreciation and amortization. We report this as an operating expense as it is directly attributable to ongoing operations, consistent with our organic growth, and with how we internally evaluate the financial performance of the Company. The adjustment to earnings for amortization of acquired intangible assets comprises more than 90% of total amortization. Management and the Company’s Board of Directors consistently employ these non-GAAP measures to evaluate ongoing business operations, determine incentive compensation, make informed decisions regarding capital allocation, and project future performance. This adjustment is also useful to investors as we routinely receive inquiries regarding the comparability of operating results between periods, particularly after an acquisition because the unique facts and circumstances of an acquisition can generate variation in our operating results. Additionally, this adjustment provides investors with the information required to analyze comparability of the Company’s operating results to those of our competitors that grow organically and access to the same metrics used by management and the board of directors, thereby enhancing transparency and utility. We have observed that this adjustment is common across peer companies and industries and therefore comparable presentation of adjusted earnings is useful as we and our investors evaluate operational performance. 4 In response to the Staff’s comments, we will expand the disclosure in our annual and quarterly filings as follows: • rename purchase accounting depreciation and amortization as “Amortization of acquisition-related intangible assets”, • disclose impairments as a separate line item, and • include a footnote to the reconciliation tables for Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate in Item 7 (Form 10-K) and Item 2 (Form 10-Q) to add a description for amortization of acquisition-related intangible assets as follows: The Company adjusts its non-GAAP results to exclude Amortization of acquisition-related intangible assets as such amounts are significantly impacted by the timing and/or size of acquisitions. Management believes that the adjustment of Amortization of acquisition-related intangible assets supplements the GAAP information with a measure that can be used to assess the comparability of operating performance between periods and as compared to industry peers. Although the Company excludes Amortization of acquisition-related intangible assets from its non-GAAP expenses, management believes that it is important for investors to understand that such intangible assets were recorded as part of an acquisition and contribute to revenue generation. Additionally, we will expand our disclosures in the annual and quarterly filings in the Supplemental Segment Information in Item 7 (Form 10-K) and Item 2 (Form 10-Q). Footnote (1) will include a quantification of amortization to provide investors with a reconciliation of total amortization in the period presented. Set forth below is an illustrative example of how we intend to present our “Supplemental Segment Information” in future filings: 5   Year Ended September 30,   2025 2024 2023 *Amortization of acquisition-related intangible assets (1)       Intelligent Devices $ 37  $ 38  $ 5  Software & Control 66  68  69  Lifecycle Services 38  38  32  *Impairment Intelligent Devices $ —  $ —  $ —  Software & Control —  —  —  Lifecycle Services 224  —  158  Non-operating pension and postretirement benefit (credit) cost Intelligent Devices $ (2) $ (7) $ 21  Software & Control (1) (7) 21  Lifecycle Services (2) (10) 28  Restructuring charges Intelligent Devices $ (2) $ 44  $ —  Software & Control (2) 33  —  Lifecycle Services (1) 20  —  (1) * Amortization of acquisition-related intangible assets does not include amortization for Intangibles internally developed, which is included in segment operating earnings. For the years ended September 30, 2025, 2024 and 2023, the amortization expense for internally developed intangible amortization was $11 million, $11 million and $10 million, respectively. Please note * refers to the changes in our disclosure in response to the Staff’s comments. We believe these additional disclosures would provide useful information to further enhance an investor's ability to evaluate the Company’s performance. Item 8. Financial Statements and Supplementary Data 1. Basis of Presentation and Accounting Policies - Basis of Presentation, page 46 4. We note that certain prior-year amounts in the Consolidated Statement of Operations have been reclassified to engineering and development to conform to the current-year presentation. We further note that these amounts were previously classified as cost of sales. Please disclose how you currently define cost of sales. In addition, provide us with (i) your prior definition of cost of sales, (ii) a sufficiently detailed discussion of the nature of the costs no longer identified as cost of sales and (iii) your basis for concluding these costs should no longer be included in cost of sales. Response (i) Definition of cost of sales (Current and Prior) Cost of sales has been consistently defined and reported across historical reporting periods. Cost of sales includes material, labor and overhead expenses directly attributable to (i) specific units of inventory produced, (ii) the delivery of specific services, or (iii) the fulfillment of current customer contracts related to producing goods sold or providing services that generate revenue. Prior to the change in presentation in the 6 fourth quarter of fiscal 2025, cost of sales also included research and development (R&D) and engineering costs within cost of sales which is disclosed in Note 1. (ii) Sufficiently detailed discussion of the nature of the costs no longer identified as cost of sales Engineering and Development (E&D) includes R&D costs consistent with the definition under ASC 730 and other engineering costs including routine enhancements or improvements to existing products, production lines, manufacturing processes and other ongoing operations. These costs are not directly related to revenue generating customer contracts that would be required to be classified in cost of sales. (iii) Basis for concluding these costs should no longer be included in cost of sales. A management decision was made in the fourth quarter of 2025 to change the basis of presentation to enhance transparency of engineering and development costs for investors, simplify gross margin reporting for internal performance management and align more closely with the comparable presentation used by peer companies. ASC 730 and Regulation S-X, Rule 5-03(b) do not present explicit guidance on where an entity is required to classify engineering and development costs that are not directly related to revenue generating customer contracts in the income statement. As noted above, the historical classification of R&D in cost of sales

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 March 18, 2026

Rebecca House
Senior Vice President
ROCKWELL AUTOMATION, INC
1201 South Second Street
Milwaukee, Wisconsin 53204

 Re: ROCKWELL AUTOMATION, INC
 10-K filed November 12, 2025 File No. 001-12383
Dear Rebecca House:

 We have reviewed your filing and have the following comments. Please
respond to this
letter within ten business days by providing the requested information or
advise us as soon as
possible when you will respond. If you do not believe a comment applies to your
facts and
circumstances, please tell us why in your response. After reviewing your
response to this letter,
we may have additional comments.

Form 10-K for the Fiscal Year Ended September 30, 2025
Management's Discussion and Analysis
Total segment operating earnings, page 24

1. We note your presentation of total segment operating earnings. When this
measure is
 presented outside of the ASC 280 disclosures in the notes to the
financial statements, it
 must comply with all non-GAAP guidance. In this regard, please address
the following:
 This measure excludes corporate and other costs. As such, it appears
to exclude
 normal, recurring, cash operating expenses and, as such, does not
comply with Rule
 100(b) of Regulation G and Item 10(e) of Regulation S-K. Refer also
to Question
 100.01 of the Division of Corporation Finance s Compliance &
Disclosure
 Interpretations on Non-GAAP Financial Measures.
 This measure excludes purchase accounting depreciation and
amortization, which
 results in a measure that reflects part, but not all, of an
accounting concept and
 therefore substitutes individually tailored recognition and
measurement
 methods. Refer to Question 100.04 of the Division of Corporation
Finance s
 Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
 Confirm you will no longer include this measure outside of your ASC 280
disclosures in
 future filings, including earnings releases filed under Form 8-K or
revise your measure to
 remove these adjustments. Note that if you you continue to include this
measure as
 appropriately revised, the reconciliation should start with net income,
the most directly
 comparable GAAP measure.
 March 18, 2026
Page 2

2. We note your presentation of total segment operating margin. In addition
to addressing
 the above comments related to total segment operating earnings, please
revise to disclose
 the most directly comparable GAAP measure, operating income margin, with
equal or
 greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K
and Question
 102.10 of the Division of Corporation Finance s Compliance &
Disclosure
 Interpretations on Non-GAAP Financial Measures.
Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation,
page 30

3. We note you exclude purchase accounting depreciation and amortization
from your non-
 GAAP measures Adjusted Income, Adjusted EPS and Adjusted Tax Rate. As
previously
 noted, this adjustment results in non-GAAP measures that only reflect
part, but not all, of
 an accounting concept and thus results in tailored accounting measures.
Refer to
 Question 100.04 of the Division s Compliance & Disclosure
Interpretations on Non-
 GAAP Financial Measures and confirm that you will no longer include this
adjustment in
 the determination of these non-GAAP measures in future filings,
including earnings
 releases filed under Form 8-K
Item 8. Financial Statements and Supplementary Data
1. Basis of Presentation and Accounting Policies - Basis of Presentation, page
46

4. We note that certain prior-year amounts in the Consolidated Statement of
Operations
 have been reclassified to engineering and development to conform to the
current-year
 presentation. We further note that these amounts were previously
classified as cost of
 sales. Please disclose how you currently define cost of sales. In
addition, provide us with
 (i) your prior definition of cost of sales, (ii) a sufficiently detailed
discussion of the
 nature of the costs no longer identified as cost of sales and (ii) your
basis for concluding
 these costs should no longer be included in cost of sales.
Item 2.02 Form 8-K filed February 5, 2026
Exhibit 99.
Supplemental Information, page 5

5. Please expand your disclosures surrounding your non-GAAP measures,
return on
 invested capital and adjusted EBITDA, to present the most comparable
GAAP measures
 with equal or greater prominence. Refer Item 10(e)(1)(i)(A) of
Regulation S-K and
 Question 102.10 of the Division of Corporation Finance s Compliance &
Disclosure
 Interpretations on Non-GAAP Financial Measures.
Return on Invested Capital, page 17

6. Your Return on Invest Capital (ROIC) is computed using a non-GAAP
"return" measure
 in your numerator because you adjust net operating profit after tax for
purchase
 accounting depreciation and amortization and impairment. As previously
noted, the
 exclusion of purchase accounting depreciation and amortization results
in a non-GAAP
 measure that only reflects part, but not all, of an accounting concept
and thus results in a
 tailored accounting measure. Confirm that you will no longer exclude
purchase
 accounting depreciation and amortization in your calculation of ROIC. In
addition, if you
 continue to exclude the impairment adjustment from your calculation of
ROIC, please
 March 18, 2026
Page 3

 relabel your measure to highlight you have adjusted the commonly
calculated ROIC and
 revise to present the most directly comparable measure as commonly
calculated using
 GAAP amounts. Refer to Item 10(e)(1)(ii)(e) of Regulation S-K and
Question 100.05 of
 our Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. Please contact Al Pavot at 202-551-3738 or Jeanne Baker at
202-551-3691 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
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March 7 , 2013

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, 2012
  Filed November 19 , 201 2
  File No .  001 -12383

Dear Mr. Crandall :

We have completed our review of your filing s.  We remind you that our comments or changes to
disclosure in response to our comments do not foreclose the Commission from taking any action
with respect to the company or the filing s 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.  We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing s to be certain that the filing s includes the information the
Securities Exchange Act of 1934 and al l applicable rules require.

Sincerely,

 /s/ Martin James

Martin James
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

		022813 ROK CORRESP

February 28, 2013

Mr. Martin F. James

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549-6010

Re:    Rockwell Automation, Inc.

Form 10-K for the fiscal year ended September 30, 2012

Filed November 19, 2012

File Nos. 001-12383

Ladies and Gentlemen:

This letter is in response to the comments of the staff of the Division of Corporation Finance (“the Staff”) of the Securities and Exchange Commission (the “SEC”) made in the letter dated February 20, 2013 from Martin F. James, Senior Assistant Chief Accountant, 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, 2012 (the “filing”).  Set forth below are the Staff’s comments contained in Mr. James’s letter (in bold face type) followed by the Company’s responses.

- 1 -

Form 10-K for the Fiscal Year Ended September 30, 2012

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

Summary of Results of Operations, page 20

1.

 In future filings, when you present non-GAAP information, please ensure that you present the most directly comparable financial measure or measures calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP), with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K. Please similarly revise non-GAAP presentations in your future Forms 8-K, as applicable, to comply.

Response:

In response to the Staff’s comment, in our future filings, beginning with our March 31, 2013 Form 10-Q, as well as in our future Forms 8-K, we will revise our presentation of non-GAAP measures to present the most directly comparable GAAP measure with equal or greater prominence in accordance with Item 10(e)(1)(i)(A) of Regulation S-K.

2.

 Further, to meet the objective of presenting the most directly comparable financial measures calculated and presented in accordance with GAAP with equal or greater prominence, please revise future filings to include discussions of the significant causes of changes in your GAAP measures and not just your non-GAAP measures. Please similarly revise non-GAAP presentations in your future Forms 8-K, as applicable, to comply.

Response:

In response to the Staff’s comment, we will revise our future filings, beginning with our March 31, 2013 Form 10-Q, as well as our future Forms 8-K, to include discussions of the significant causes of changes in our GAAP measures in addition to our non-GAAP measures.

3.

 In this section you include discussions of your segment profitability. Please revise future filings consistent with Question 104.02 of the C&DI to include a complete discussion of any significant reconciling items that apply to the particular segment being discussed. We note the reconciling items presented in the tables on pages 72, 21 and 28.

Response:

In response to the Staff’s comment, we will revise our future filings, beginning with our March 31, 2013 Form 10-Q, to include discussion of significant reconciling items that apply to each segment consistent with Question 104.02 of the C&DI.

- 2 -

Item 8. Financial Statements and Supplementary Data

Note 16. Commitments and Contingent Liabilities

Other Matters, page 70

4.

 With respect to your limited intellectual property indemnity as part of your terms and conditions of sale, please explain why you state that the reason you are unable to estimate the maximum potential future payments is due to the number of the agreements. That is, if it is possible to determine an amount of future payments for an individual agreement, it would appear to be possible to determine the maximum as the sum of those individual amounts, even if there are numerous individual amounts.

Response:

We currently have no claims, suits or proceedings related to intellectual property indemnities provided by us.  In the past ten years, we have paid out less than $1 million for all intellectual property indemnity claims.  We will revise our intellectual property indemnity disclosure in future filings to read as follows.  Changes to our existing disclosure are underlined below.

In many countries we provide a limited intellectual property indemnity as part of our terms and conditions of sale.  We also at times provide limited intellectual property indemnities in other contracts with third parties, such as contracts concerning the development and manufacture of our products.  As of March 31, 2013 [date to be updated each filing, as applicable], we were not aware of any material indemnification claims that were probable or reasonably possible of an unfavorable outcome.  Historically, claims that have been made under the indemnification agreements have not had a material impact on our operating results, financial position or cash flows; however, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our results of operations or cash flows in a particular period.

- 3 -

As requested, we acknowledge that:

•

 We are responsible for the adequacy and accuracy of the disclosure 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

•

 We 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.

Please telephone Theodore D. Crandall at (414) 382-3007 if you require additional information or wish to comment further.

Very truly yours,

ROCKWELL AUTOMATION, INC.

By:  /s/ Theodore D. Crandall

Name:    Theodore D. Crandall

Title:  Senior Vice President and Chief Financial Officer

VIA EDGAR

Cc:

 Martin F. James, Securities and Exchange Commission

Eric Atallah, Securities and Exchange Commission

Douglas Hagerman, Rockwell Automation, Inc.

Marc A. Alpert, Chadbourne & Parke LLP

Bruce Arensmeier, Deloitte & Touche LLP

- 4 -

February 20, 201 3

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, 2012
  Filed November 19 , 201 2
  File No s.  001-12383

Dear Mr. Crandall :

We have reviewed your filing s and have the following comments.   We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents .  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosur e.

Please respond to this letter within ten 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 circumstances please tell us why i n 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, 2012

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

Summary of Results of Operations, page 20

1 In future filings, when you present non -GAAP information, please ensure that you
present the most directly comparable financial measure or measures calculated and
presented in accordan ce with Generally Accepted Accounting Principles (GAAP), with
equal or greater prominence.  Refer to Item 10(e)(1)(i)(A) of Regulation S -K.  Please
similarly revise non -GAAP presentations in your future Forms 8 -K, as applicable, to
comply.

Theodore D. Crandall
Rockwell Automation, Inc.
February 20, 2013
Page 2

 2. Further, to meet  the objective of presenting the most directly comparable financial
measures calculated and presented in accordance with GAAP with equal or greater
prominence, please revise future filings to include discussions of the significant causes of
changes in your  GAAP measures and not just your non -GAAP measures.   Please
similarly revise non -GAAP presentations in your future Forms 8 -K, as applicable, to
comply.

3. In this section you include  discussions of your segment profitability.  Please revise future
filings c onsistent with Question 104.02 of the CD&I to include a complete discussion of
any significant reconciling items that apply to the particular segment being discussed.
We note the reconciling items presented in the tables on pages 72, 21 and 28.

Item 8.  Financial Statements and Supplementary Data

Note 16.  Commitments and Contingent Liabilities

Other Matters, page 70

4. With respect to your limited intellectual property indemnity as part of your terms and
conditions of sale, please explain why you state that the reason you are unable to estimate
the maximum potential future payments is due to the number of the agreements.  That is,
if it is possible to determine an amount of future payments for an individual agreement, it
would appear to be possible to de termine the maximum as the sum of those individual
amounts, even if there are numerous individual amounts.

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 require.   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 d isclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to d isclosure 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 fed eral securities laws of the United States.

Theodore D. Crandall
Rockwell Automation, Inc.
February 20, 2013
Page 3

 You may contact Eric Atallah, Staff Accountant , at (202) 551 -3663 or Kate Tillan,
Assistant Chief Accountant,  at (202) 551 -3604  if you have questions regarding comments on the
financial statements and related m atters.  Please contact me at (202) 551 -3671  with any other
questions.

Sincerely,

/s/ Kate Tillan for

Martin F. James
Senior Assistant Chief Accountant

April 4, 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 No.  001-12383

Dear Mr. Crandall:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin L. Vaughn
Kevin L. Vaughn Accounting Branch Chief

CORRESP
1
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Correspondence

 April 2, 2012

 Mr. Kevin L. Vaughn

 Accounting Branch Chief

Division of Corporation Finance

 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, 2011

 Filed November 14, 2011

 File No. 1-12383

Ladies and Gentlemen:

 This letter is in
response to the comments of the staff of the Division of Corporation Finance (“the Staff”) of the Securities and Exchange Commission (the “SEC”) made in the letter dated February 28, 2012, and received by Rockwell
Automation, Inc. (the “Company”) on March 20, 2012, from Kevin L. Vaughn, Accounting Branch Chief, Division of Corporation Finance, to Theodore D. Crandall, the Company’s Senior Vice President and Chief Financial Officer, in
connection with the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011 (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, 2011

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

Financial Condition, page 29

1.
We note from your disclosures on page 69 that certain of your foreign 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 future periods, such as repayments of your outstanding debt, please revise your future filings to disclose
the amounts of the cash and investment amounts held by your foreign subsidiaries 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 are reasonably likely to have a material effect on the business as a whole or that may be relevant to your financial flexibility. Refer to Item 303(a)(1) of Regulation S-K and Section IV SEC Release 33-8350.

Response:

 As indicated
in Item 303(a)(1) of Regulation S-K, a registrant is required to identify any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in a material increase or decrease
in the registrant’s liquidity. The Company does not consider its non-U.S. cash position and its policy to indefinitely reinvest the earnings of its non-U.S. subsidiaries as items that will result in or are reasonably likely to result in a
material change to the Company’s overall liquidity position.

 As disclosed in page 30 of the filing under “Financial
Condition”, we expect to fund our future cash needs with a combination of existing cash balances, cash generated by operating activities, commercial paper borrowings or through the issuance of new debt or other securities. Additionally, we have
access to a $750 million unsecured revolving credit facility, expiring in 2015.

 We further consider that operating cash flows
and access to short- and long-term debt have historically been sufficient to meet our liquidity requirements.

 We enhanced our
Financial Condition disclosure in our Form 10-Q filed February 8, 2012, to state the following:

 Given our extensive
international operations, a significant amount of our cash, cash equivalents and short-term investments are held in foreign subsidiaries where our undistributed earnings are permanently reinvested. We have not and do not expect to encounter any
difficulty meeting the liquidity requirements of our global operations.

 - 2 -

 In consideration of the Staff’s comment, we will further enhance our Financial
Condition disclosure beginning with our second quarter fiscal 2012 Form 10-Q, with language similar to the following:

 Given
our extensive international operations, a significant amount of our cash, cash equivalents and short-term investments (“funds”) are held in foreign subsidiaries where our undistributed earnings are permanently reinvested. Generally, these
funds would be subject to U.S. tax if repatriated. The percentage of such non-U.S. funds can vary from quarter to quarter with a range of approximately 71% to 90% over the past eight quarters. As of March 31, 2012, approximately __% of our
funds were held in foreign subsidiaries. We have not encountered and do not expect to encounter any difficulty meeting the liquidity requirements of our domestic and international operations.

 Note 1 – Basis of Presentation and Accounting Policies, page 45

Principles of Consolidation, page 45

2.
We note that for investments in affiliates for which you are not able to exert significant influence you account for your investments using the equity or cost
methods. Please explain to us the nature of any investments 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 consistent with paragraph 323-10-05-5 of
the FASB ASC.

 Response:

 In accordance with ASC 323-10-05, we account for a noncontrolled entity using the equity method if we have the ability to significantly influence the operations and financial decisions of that entity.
Significant influence may be determined, for example, by the extent of our ownership in the entity, our representation on the board of directors or through participation in setting and monitoring company policies.

We currently have one equity investment with a carrying amount approximating $7 million (0.3% of long-term assets) and income of $0.1
million (0.01% of net income) as of and for the year ended September 30, 2011, respectively. We exert significant influence over the entity, as defined above, in the following ways:

•

 We have a 50% ownership interest in the entity;

•

 We appoint 50% of the voting board members; and

 - 3 -

•

 We are involved in policy-setting and material decisions made by the entity. These include, for example, review by board members of material customer
contracts and capital expenditures. We also monitor financial statements, order intake reports and key reconciliations on a monthly basis.

 Therefore, consistent with the requirements of ASC 323-10-05, we have recorded our investment in this entity using the equity method.

We will revise our “Principles of Consolidation” policy under Footnote 1, “Basis of Presentation and Accounting
Policies”. Changes to our existing disclosure are underlined below. We will include this disclosure in our Form 10-K for the fiscal year ending September 30, 2012: “Investments in affiliates over which we do not have control but
exercise significant influence are accounted for using the equity method of accounting.”

 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, including 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.

 Response:

 In response to the Staff’s comment, we will enhance our multiple-element arrangement disclosure and will include language similar to the following in our second quarter fiscal 2012 Form 10-Q. Changes
to our existing disclosure are underlined below. Multiple-element arrangement sales currently amount to less than ten percent of total company revenue.

 For approximately 85 percent of our consolidated sales, we record sales when all of the following have occurred: an agreement of sale exists; pricing is fixed or determinable; collection is reasonably
assured; and product has been delivered and acceptance has occurred, as may be required according to contract terms, or services have been rendered. Within this category, we will at times enter into arrangements that involve the delivery of
multiple products and/or the performance of services, such as installation and commissioning. The timing of delivery, though varied based upon the nature of the undelivered component, is generally short-term in nature. For these arrangements,
revenue is allocated to each deliverable based on that element’s relative selling price, provided the delivered element has value to customers on a standalone basis and, if the arrangement includes a general right of return, delivery or
performance of the undelivered items is probable and substantially in our control. Relative selling price is obtained from sources such as vendor-specific objective evidence (“VSOE”), which is based on the separate selling price for
that or a similar item or from third-party evidence such as how competitors have priced similar items. If such evidence is not available, we use our best estimate of the selling price, which includes various internal factors such as our pricing
strategy and market factors.

 - 4 -

 As requested, we acknowledge that:

•

 We are responsible for the adequacy and accuracy of the disclosure 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

•

 We 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.

 Please telephone Theodore D. Crandall at (414) 382-3007 if you require additional information or wish
to comment further.

 Very truly yours,

 ROCKWELL AUTOMATION, INC.

 By: /s/ Theodore D. Crandall

Name: Theodore D. Crandall

 Title: Senior Vice President and Chief Financial Officer

 VIA EDGAR

Cc:
Kevin L. Vaughn, Securities & Exchange Commission

 Eric Atallah, Securities & Exchange Commission

 Douglas Hagerman,
Rockwell Automation, Inc.

 Marc A. Alpert, Chadbourne & Parke LLP

Peter F. Schueller, Deloitte & Touche LLP

 - 5 -

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

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3030
March 10, 2010
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 completed our review of your Form 10-K and related filings and have no
further comments at this time.
Sincerely,

Kevin L. Vaughn Accounting Branch Chief

CORRESP
1
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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,

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

Mail Stop 6010
   February 13, 2008

Theodore D. Crandall Senior Vice President and Chief Financial Officer Rockwell Automation, Inc. 1201 South 2nd Street Milwaukee, WI  53204
Re: Rockwell Automation, Inc.  Annual Report on Form 10-K for fi scal year ended September 30, 2007
 File No. 001-12383
 Dear Mr. Crandall:
We have completed our review of your Form 10-K for the fiscal year ended
September 30, 2007 and related filings and do not, at this time, have any further
comments.   Sincerely,     Tim Buchmiller
   Senior Attorney
        cc (via fax): Douglas M. Hagerman, Esq.

CORRESP
1
filename1.htm

     Letter

Letterhead of Theodore D. Crandall
Rockwell Automation, Inc.

1201 South Second Street
Milwaukee, WI  53204

February 11, 2008

United States Securities
and Exchange Commission
100 F Street, N.E.
Washington D.C.  20549

RE:
Rockwell
Automation, Inc.
Annual
Report on Form 10-K for fiscal year ended September 30, 2007
File No. 001-12383

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
30, 2008 from Tim Buchmiller, Senior Attorney, 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, 2007 (the “Filing”).
Set forth below are the Staff’s comments contained in Mr. Buchmiller’s letter
(in bold face type) followed by our responses.

Part III. Item 11.
Executive Compensation, page 80

     1.
          We note your disclosure under “Annual Incentive Compensation”
          beginning on page 20 of your proxy statement that payouts were made to named
          executive officers under your incentive compensation plan based in part on the
          achievement of a $3.70 earnings per share (EPS) target established early in
          fiscal 2007. We understand from footnote (3) on page 22 of your proxy statement
          that in determining that diluted EPS was $3.96 for purposes of incentive
          compensation, your Compensation Committee increased your $3.53 diluted EPS on a
          GAAP basis by $.17 to account for special charges and by $.26 to account for
          operating results from a discontinued business. It is not clear, however,
          whether your Compensation Committee considered the share repurchases you
          conducted over the course of fiscal 2007 in determining whether the $3.70 EPS
          target was satisfied. In your future filings, as applicable, please discuss and
          analyze how share repurchases factored into the Compensation Committee’s
          determinations as to whether EPS targets were met.

In response to the Staff’s
comment, we will discuss and analyze how share repurchases during a fiscal year factor
into the Compensation Committee’s determinations as to whether EPS targets are met
for purposes of incentive compensation in future filings, as applicable.

February 11, 2008
Page 2

As requested, we acknowledge that

•
we
are responsible for the adequacy and accuracy of the disclosure in the Filing;

•
Staff comments
or changes to disclosure in response to Staff comments do not foreclose the SEC from
taking any action with respect to the Filing; and

•
we may
not assert Staff comments as a defense in any proceeding initiated by the SEC or any
person under the federal securities laws of the United States.

Please telephone Theodore D. Crandall
at (414) 382-3007 if you require additional information or wish to comment further. If you
wish to comment further in writing, please send such comments to Theodore D. Crandall by
facsimile at (414) 382-8455.

Very truly yours,

ROCKWELL AUTOMATION, INC.

By:
/s/ Theodore D. Crandall

Name:
Title:
Theodore D. Crandall

Senior Vice President and Chief Financial Officer

VIA EDGAR

cc:
Tim Buchmiller
Joe McCann
Douglas M. Hagerman

Mail Stop 6010
   January 30, 2008

Theodore D. Crandall Senior Vice President and Chief Financial Officer Rockwell Automation, Inc. 1201 South 2nd Street Milwaukee, WI  53204
Re: Rockwell Automation, Inc.  Annual Report on Form 10-K for the fiscal year ended September 30, 2007  File No. 001-12383
 Dear Mr. Crandall:
We have limited our review of your filing to  those issues we have addressed in our
comment.  Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comment or any other aspect  of our review.  Feel free to call us at the
telephone numbers listed at the end of th is letter.

Part III.  Item 11.  Executive Compensation, page 80

1. We note your disclosure under "Annual Ince ntive Compensation" beginning on page 20
of your proxy statement that payouts were ma de to named executive officers under your
incentive compensation plan based in part  on the achievement of a $3.70 earnings per
share (EPS) target established early in fi scal 2007.  We understand from footnote (3) on
page 22 of your proxy statement that in determining that diluted EPS was $3.96 for
purposes of incentive compensation, your  Compensation Committee increased your
$3.53 diluted EPS on a GAAP basis by $.17 to account for special charges and by $.26 to account for operating results from a discontinue d business.  It is not clear, however,
whether your Compensation Committee consid ered the share repurchases you conducted
over the course of fiscal 2007 in determining whether the $3.70 EPS target was satisfied.  In your future filings, as applicable, pleas e discuss and analyze how share repurchases
factored into the Compensation Committee's determinations as to whether EPS targets were met.

Theodore D. Crandall
Rockwell Automation, Inc. January 30, 2008 Page 2
*  *  *  *  *

Please respond to our comment within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your response to our comment.   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 nt, 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 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.

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.

Please contact Joe McCann at (202) 551- 6262 or me at (202) 551-3635 with any
questions.
  Sincerely,     Tim Buchmiller
 Senior Attorney
 cc (via fax): Douglas M. Hagerman, Esq.

CORRESP
1
filename1.htm

     CORRESP

May 25, 2005
James V. Gelly

Senior Vice President &
Chief Financial Officer

777 East Wisconsin Avenue, Suite 1400

Milwaukee, WI 53202 USA
Tel: 414.212.5656 Fax: 414.212.5655
jvgelly@corp.rockwell.com

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:
Rockwell Automation, Inc.

Form 10-K for the fiscal year ended September 30, 2004

and Form 10-Q for the quarter ended March 31, 2005
File No. 1-12383

Ladies and Gentlemen:

This letter is in response to the
comments of the Staff of the Securities and Exchange Commission (the “SEC”) made
in the letter dated May 9, 2005 from Kate Tillan, Assistant Chief Accountant, Division of
Corporation Finance, to James V. Gelly, 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, 2004 and the Quarterly Report on Form
10-Q for the quarter ended March 31, 2005. Set forth below are the Staff’s comments
contained in Ms. Tillan’s letter (in bold face type) followed by our responses.

Form 10-K for the fiscal
year ended September 30, 2004

Consolidated Financial
Statements – Page 30

Note 1. Basis of
Presentation and Accounting Policies – Page 35

Revenue
Recognition – Page 35

     1.
          We note your response to our prior comment 1(A) and require clarification. You
          indicate that you accrue for product returns as a currently liability in your
          balance sheet. Please supplementally tell us why, when the allowance for returns
          is recognized at the time of sales as a reduction of sales, the amounts accrued
          are not reported as a contra accounts receivable.

We supplementally advise the Staff as
follows:

Paragraph 7 of SFAS 48 is silent with respect
to the balance sheet presentation of accruals for expected returns. As noted in paragraph
25 of SFAS 48, clarification was requested during the exposure draft period and the
Financial Accounting Standards Board made a decision not to address this question in SFAS
48.

United States Securities and Exchange Commission
May 25, 2005

We believe that the accrual for
returns is not identifiable to a specific customer and may be paid out over a longer
period of time than the terms of the current receivables. As an example, our standard
terms of sale with one class of customer (distributors) require payment within 15 days
from sale. Accordingly, any product return and related credit in respect of sales to a
distributor would most likely occur subsequent to the payment of the receivable owed by
the distributor. In this example, the customer receivable related to the product returned
would have been settled prior to the date of return. Therefore, the accrual should be
presented as a current liability rather than netted against accounts receivable as a right
of setoff does not exist under FIN 39 paragraph 5.

     2.
In a related matter, we note that you have reduced your revenues with regards to
estimated returns. Please supplementally tell us your accounting treatment with
regard to the corresponding cost of sales related to expected returns. Refer to
SFAS 48, paragraph 7 and SAB Topic 13 B.

We supplementally advise the Staff
that in accordance with SFAS 48, paragraph 7, and SAB Topic 13 B, we reduced cost of sales
for the estimated cost of product returns.

     3.
Please refer to the table presented in Appendix A of your response to our prior
comment 1(C) and provide the following supplementally:

     a.
Provide the requested information from the original comment on a gross basis
rather than net.

See Appendix A-Revised to our
response included herewith for an updated rollforward that presents “provisions”
and “charges” on a gross basis.

     b.
Tell us why the ship from stock and credit rollforward is only presented for the
U.S. and Canada. We note that you have overseas sales and operations.

In Appendix A of our response dated
April 7, 2005, the thirteen quarter rollforward presented for the U.S. and Canada includes
those of our businesses that comprise approximately 99% of our accrual for our Ship from
Stock and Credit (“SFSAC”) program. This program is relevant only to those
countries where we use a distributor channel to go to market, which are primarily the U.S.
and Canada.

Please note that Appendix A-Revised
to our response included herewith now includes a SFSAC accrual rollforward for all of our
businesses that use the SFSAC program.

     c.
Tell us why the rollforward for other rebates and incentives only contains
“selected” information.

2

United States Securities and Exchange Commission
May 25, 2005

In Appendix A of our response dated
April 7, 2005, a thirteen quarter rollforward for other rebates and incentives was
provided for those businesses and programs that comprise approximately 91% of our total
reported accrual for rebates and incentives at September 30, 2004. Our response also
included a reconciliation of the selected information presented to the disclosures
reported on our Form 10-K. We had believed that the selected information presented was
representative of all of our businesses and programs of significance.

Please note that Appendix A-Revised
to our response included herewith now includes all of our businesses and programs in the
rollforward for other rebates and incentives.

     d.
Provide further details on adjustments in the second quarter of fiscal 2004.
Explain why a conversion to the ship from stock and credit program caused such a
large provision.

As noted on footnote (3) of Appendix
A in our response dated April 7, 2005, we converted a significant volume of our
distributors from a program that provided for an immediate discount at the time of sale
(“TOE”) to the SFSAC program. Under our TOE program, sales and accounts
receivable are recorded at an amount that is net of discounts as the customer is provided
with an immediate discount. When a distributor is converted from our TOE program to our
SFSAC program, the sale to the distributor results in an increase in the invoice selling
price to that distributor (as the distributor no longer receives an immediate discount),
and the SFSAC program rebate is issued approximately two to three months after the sale at
the time the distributor applies for the rebate after selling the product to a qualifying
customer. Under our SFSAC program, we record an adjustment (accrual) to properly recognize
sales net of the anticipated SFSAC rebate and record a liability which represents our
estimate of the rebate obligation to our distributors under this program. As more
distributors are converted to the SFSAC program, there is a resulting increase in our
SFSAC accrual.

Prior to the second quarter of 2004,
approximately 375 distributor locations with a “SFSAC eligible” annual sales
volume of approximately $500 million were on the SFSAC program in the U.S. In the second
quarter of 2004 we converted additional U.S. distributor locations with sales volume of
approximately $160 million to the SFSAC program. These additional distributor locations
and the additional sales volume eligible for SFSAC rebates resulting from the change in
business practice and pricing (i.e. moving a significant number of distributors from TOE
to SFSAC) resulted in a significant increase to the SFSAC accrual during the second
quarter.

The calculation of the SFSAC accrual
is based on a rolling six month rate of historical rebate experience relative to total
distributor sales (see our response to 3.e. below for further information). Upon
conversion of a significant number of distributors from our

3

United States Securities and Exchange Commission
May 25, 2005

TOE program to our SFSAC
program, an analysis is performed to estimate the impact of the additional sales volume
eligible for the SFSAC rebate on our historical rebate experience and such analysis is the
basis for an adjustment to the SFSAC accrual as noted in footnote (1) of Appendix B. An
adjustment to this accrual is recognized each month until historical rebate experience
fully reflects the effect of the change in business practice.

The increase to the SFSAC accrual was
recorded as a debit to sales in our statement of operations and a credit to other current
liabilities in our balance sheet. As a result of converting distributors from TOE to SFSAC,
there is no net effect to our reported results of
operations as the SFSAC adjustment (which decreases sales) offsets the increased invoice
pricing to the customer. There is no impact to our financial condition as the increased
accounts receivable (resulting from the increased invoice pricing) are offset by the
related SFSAC rebate accrual.

     e.
Further explain the fiscal 2004 adjustments. We note that there were $11 million
of adjustments during the year due mostly to a time lag.

The accrual for SFSAC is calculated
based on the following factors:

          (i)

          The period of time between sale to our distributor and
credit issuance (the
“time lag”). This factor is sensitive to changes in our distributor’s
inventory turns and changes in the cycle time of the distributor’s request for
rebate.

          (ii)

          The rolling six month rate of historical SFSAC rebates relative to total
          distributor sales. This factor is sensitive to the number of distributors on the
          SFSAC program and to changes in product and end user/OEM customer mix.

          (iii)

          Prospective adjustments which account for the effect of any change in business
          practices that would not be reflected in the historical based accrual factors.
          Adjustments include increases in selling prices (and corresponding SFSAC rebates)
          and changes in the number of distributors on the SFSAC program.

          (iv)

          Total distributor sales volume.

The accrual is calculated at the end
of each reporting period by applying the rolling six month rate of historical SFSAC
rebates (factor ii) to total distributor sales (factor iv) for the number of months in the
time lag (factor i). Additionally, the accrual is adjusted to include the effect of any
changes in business practice (factor iii). See Appendix B for our calculations supporting
the 2004 accruals for further details.

The Adjustments row presented in
Appendix A in our response dated April 7, 2005 represented the effect of the changes in
factor (i), the time lag, for the U.S. only. No significant adjustments were reported
outside of the U.S. As noted on Appendix A, inventory turns have increased in connection
with a phased implementation by our distributors of an operational improvement program to
improve the efficiency of their

4

United States Securities and Exchange Commission
May 25, 2005

inventory management. The number of distributor locations
on this inventory management program was 110, 121, 122, 136 and 156, respectively, for the
five quarters ended September 30, 2004. We have approximately 500 distributor locations in
total in the U.S. Distributor inventory turns by quarter for 2004 are presented on
Appendix B included herewith; the effect of the inventory management program is evidenced by the increasing
inventory turns experienced during 2004.

Appendix B illustrates that as
distributors implemented their inventory management programs, inventory turns increased.
This increase directly resulted in a decrease in the time lag (see row B of Appendix B).
This time lag, when added to the time lag related to applying for the rebate (see row D of
Appendix B) results in a decrease in the total time lag (see Row E of Appendix B).

Our accounting practice is that
credits granted to distributors are reported as a debit to sales and a credit to accounts
receivable upon issuance. The accrual for SFSAC is adjusted monthly to reflect the
estimated outstanding credits to be issued related to sales previously recognized. The
accrual adjustment is recorded as a debit or credit to sales in our statement of
operations and as a credit or debit to other current liabilities in our balance sheet.

There is no significant net effect to
our reported results of operations as the adjustments in sales are offset by the effect of
the accelerated credit issuance to our distributors. There is no significant net effect to
our financial condition as the decreased rebate accrual is offset by a decrease in
accounts receivable.

Explain in your response how you
accounted for each adjustment including journal entries. Tell us how and why the
adjustments impacted your reported results of operations and financial conditions.

See our response included in 3.d. and
3.e. above.

Form 10-Q for the quarter ended March 31,
2005

Notes to Condensed
Consolidated Financial Statements – Page 12

Note 10. Income Taxes
– Page 12

     4.
Supplementally tell us why a tax benefit of $19.7 million from continuing
operations and $7.5 million from discontinued operations results in a cash
payment of $37.6 million. Explain why a tax benefit requires you to make a cash
payment.

5

United States Securities and Exchange Commission
May 25, 2005

As indicated in Note 10 to our
quarterly report on Form 10-Q for the quarter ended March 31, 2005, we have retained tax
liabilities and the rights to tax refunds in connection with the divestiture of certain
significant businesses in prior years. During the quarter ended March 31, 2005, the IRS
concluded an audit cycle covering the period 1998 through 2002. This audit activity and
its final conclusions focused on both activities related to our continuing operations as
well as to activities classified as discontinued operations for accounting purposes.

The $37.6 million payment reported in
Footnote 10 of our quarterly report on Form 10-Q for the quarter ended March 31, 2005
resulted from IRS assessments and interest related to the closure of the 1998 through 2002
audit cycle. We had accrued amounts for tax audit contingencies in prior periods as they
were identified and when they became probable and reasonably estimable pursuant to SFAS 5.
Tax audit contingent liabilities are recorded as a debit to income tax expense in the
statement of operations and as a credit to income tax liabilities in the balance sheet.

The total tax benefit of $27.2
million reported in our statement of operations for the quarter ended March 31, 2005,
$19.7 million in continuing operations and $7.5 million in discontinued operations,
relates to the following:

(i)
$10.6
million to the reversal of estimated tax audit contingency accruals in           excess
of the $37.6 million payment and the related true-up of deferred income           tax
liabilities in connection with the closure of the 1998 through 2002 audit
          cycle;

(ii)
$18.2
million to claims with the IRS and the creation of foreign tax           credit
carryforwards resolved in connection with the closure of the 1998 through           2002
audit cycle (see below for further discussion);

(iii)
($0.4)
million of           other tax related discontinued operations adjustments; and

(iv)
($1.2)
million           related to settlement of a state tax claim between us and one of our
former           businesses.

Amounts related to the $18.2 million
of claims discussed in item ii above were not probable until early 2005 and were not
reasonably estimable until closure of the 1998 through 2002 audit cycle as all components
of taxable income for each audit year (taxable income as well as the source of income)
needed to be calculated by the IRS and agreed to by us. The claims, in conceptual form
only, were presented to the IRS beginning in 2004 and the concepts of the claims
continued to be discussed through the second quarter of 2005. However, the claims were
not quantified, documented, supported and finalized until the second quarter of 2005.

With respect to our assessment of
realization of the claims, we did not r

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

      May 9, 2005

Via U.S. Mail

Mr. James V. Gelly
Chief Financial Officer
777 East Wisconsin Avenue
Suite 1400
Milwaukee, Wisconsin 53202

	RE:	Rockwell Automation, Inc.
		Form 10-K for the fiscal year ended September 30, 2004
		Form 10-Q for the quarter ended March 31, 2005
		File No. 1-12383

Dear Mr. Gelly:

     We have reviewed your response letter dated April 7, 2005 and
have the following additional comments. We have limited our review
to
those issues we have addressed in our comments.  Please be as
detailed as necessary in your explanation.  In some of our
comments,
we ask you to provide us with supplemental information so we may
better understand your disclosure.  After reviewing this
information,
we may or may not 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 overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended September 30, 2004

Consolidated Financial Statements - Page 30

Note 1. Basis of Presentation and Accounting Policies - Page 35

Revenue Recognition - Page 35

1. We note your response to our prior comment 1(A) and require
clarification.  You indicate that you accrue for product returns
as a
currently liability in your balance sheet.  Please supplementally
tell us why, when the allowance for returns is recognized at the
time
of sales as a reduction of sales, the amounts accrued are not
reported as a contra accounts receivable.

2. In a related matter, we note that you have reduced your
revenues
with regards to estimated returns.  Please supplementally tell us
your accounting treatment with regard to the corresponding cost of
sales related to expected returns.  Refer to SFAS 48, paragraph 7
and
SAB Topic 13.B.

3. Please refer to the table presented in Appendix A of your
response
to our prior comment 1(C) and provide the following
supplementally:
a. Provide the requested information from the original comment on
a
gross basis rather than net.
b. Tell us why the ship from stock and credit rollforward is only
presented for the U.S. and Canada.  We note that you have overseas
sales and operations.
c. Tell us why the rollforward for other rebates and incentives
only
contains "selected" information.
d. Provide further details on adjustment 3 in the second quarter
of
fiscal 2004.  Explain why a conversion to the ship from stock and
credit program caused such a large provision.
e. Further explain the fiscal 2004 adjustments.  We note that
there
were $11 million of adjustments during the year due mostly to a
time
lag.
	Explain in your response how you accounted for each
adjustment
including journal entries.  Tell us how and why the adjustments
impacted your reported results of operations and financial
condition.

Form 10-Q for the quarter ended March 31, 2005

Notes to Condensed Consolidated Financial Statements - Page 12

Note 10. Income Taxes - Page 12

4. Supplementally tell us why a tax benefit of $19.7 million from
continuing operations and $7.5 million from discontinued
operations
results in a cash payment of $37.6 million.  Explain why a tax
benefit requires you to make a cash payment.

Item 4. Controls and Procedures - Page 29
5. We note your statement that the chief executive officer and
company comptroller have concluded that the company`s disclosure
controls and procedures are effective "to timely alert them to
material information relating to the Company (including its
consolidated subsidiaries) required to be included in our Exchange
Act filings." It does not appear that your certifying officers
have
reached a conclusion that your disclosure controls and procedures
are
effective.  Please revise future filings to address your officers`
conclusions regarding the effectiveness of your disclosure
controls
and procedures.  If you wish to include the definition in your
conclusion, please ensure the definition is consistent with the
definition included in Rule 13a-15(e) of the Exchange Act.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
cover letter with your response that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  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 filings reviewed by the staff to be
certain
that they have provided all information investors require.  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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Heather Tress, Staff Accountant, at (202)
824-
5263 or me at (202) 942-2861 if you have questions regarding
comments
on the financial statements and related matters.  In this regard,
do
not hesitate to contact Michele Gohlke, Accounting Branch Chief,
at
(202) 942-7903.

							Sincerely,

							Kate Tillan
							Assistant Chief Accountant
??

??

??

??

Mr. James V. Gelly
Chief Financial Officer
Rockwell Automation, Inc.
May 9, 2005
Page 1 of 4

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

     CORRESP

Rockwell
Automation, Inc.
777 E. Wisconsin Avenue
Milwaukee, WI 53202

April 7, 2005

United States Securities
and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:
Rockwell Automation, Inc.

Form 10-K for the fiscal year ended September 30, 2004
File No. 1-12383

Ladies and Gentlemen:

This letter is in response to the
comments of the Staff of the Securities and Exchange Commission (the “SEC”) made
in the letter dated March 18, 2005 from Kate Tillan, Reviewing Accountant, Division of
Corporation Finance, to James V. Gelly, 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, 2004. Set forth below are the
Staff’s comments contained in Ms. Tillan’s letter (in bold face type) followed
by our responses.

Form 10-K for the fiscal
year ended September 30, 2004

Consolidated Financial
Statements – Page 30

Note 1. Basis of
Presentation and Accounting Policies – Page 35

     1.
          Please respond to the following comments regarding your revenue recognition
          policy disclosure:

     (A)
          We note your disclosure that revenue is “generally” recognized when
          the requirements of SAB 104 have been met and that you “generally” use
          certain means to determine the existence of an arrangement. The revenue
          recognition policy should be revised in future filings to clearly indicate when
          this is not the case and the specific accounting treatment.

In response to the Staff’s
comment, we will revise our disclosure with respect to our revenue recognition policy in
our next 10-Q filing and applicable filings thereafter.

We supplementally advise the staff as
follows:

Our historical revenue recognition
policy disclosure is descriptive of that portion of our business that constitutes
approximately 90% of our sales. We recognize substantially all of the remainder of our
sales on long-term construction-type contracts using either the percentage-of-completion
or completed contract accounting methods. Several of our businesses sell integrated solutions projects
that are included within the scope of AICPA Statement of Position 81-1. We record sales related to these projects using
the percentage-of-completion method when we determine that progress towards completion is
reasonably and reliably estimable. We use the completed contract accounting method for all
other long-term construction-type contracts. Under the percentage-of-completion accounting
method, we recognize sales and gross profit as work is performed using either (i) the
relationship between actual costs incurred and total estimated costs at completion or (ii)
units-of-delivery. The units-of-delivery method is used when we design, develop and manufacture product
under contract to our customer’s specifications. Under the percentage-of-completion
method, we adjust sales and gross profit prospectively for revisions in estimated total
contract costs. We record estimated losses on all contracts when they are identified.

With respect to our determination as
to the existence of an arrangement, our written policies require that all arrangements be
supported with customer purchase orders or other customer signed contractual
documentation.

As noted previously, we will revise
and expand our disclosure with respect to revenue recognition policies in our next 10-Q
filing and applicable filings thereafter, consistent with the above.

     (B)
          Please tell us and disclose in future filings the nature and significant terms
          of your customer returns, rebates and incentives. Explain the basis for your
          accounting and classification for each and cite the accounting literature upon
          which you relied. Include a discussion of how you determine when to classify the
          rebate and incentive in sales or cost of sales and why. Include a discussion of
          your balance sheet classification as well.

We supplementally advise the staff as
follows:

Our primary incentive program
“Ship From Stock and Credit” provides cash rebates to our distributors. The
rebate is an agreed amount that varies based on the end user or OEM customer to whom our
distributor ultimately sells the product. This program accounts for approximately
two-thirds of all of our customer rebates and incentives. Under this program, future
rebates are reasonably and reliably estimable based on our analysis of the most recent
historical rebate activity relative to eligible sales and the time lag between sale to the
distributor and payment of the rebate. In accordance with EITF 01-9, we accrue for
estimated future rebates at the time of recognition of our sale to the distributor and we
recognize the rebate amounts as a reduction of sales in our statement of operations and as
a current liability in our balance sheet.

2

Various other volume based and single
exchange transaction type incentive programs are offered throughout our business. These
programs provide distributors and direct sale customers with cash rebates or additional
products and services for achieving specified program targets. In accordance with EITF
01-9, we account for cash rebates as a reduction of sales upon recognition of the related
product sale. Rebate amounts are reasonably and reliably estimable. In accordance with
EITF 00-21, we account for additional products and services and the related product sale
as a multiple element arrangement. These arrangements are considered a single unit of
accounting as they do not meet the standard’s separation criteria. Under SAB 104, the
additional products and services rebates are considered inconsequential and perfunctory
and therefore, in accordance with EITF 01-9, the estimated cost is recognized as a cost of
sale (expense) upon recognition of revenue on the related product sale. Balance sheet
classification is either within current liabilities or where we have a right of setoff as
defined in FIN-39, as a reduction of accounts receivable.

In addition, we offer distributors
the right to return product subject to certain contractual limitations. In accordance with
SFAS 48, we record an accrual as a reduction of sales in our statement of operations for
estimated future returns. The accrual is reported as a current liability in our balance
sheet.

In response to the Staff’s
comment, we will include expanded disclosure of our significant returns, rebates and
incentive programs in our next 10-Q filing and applicable filings thereafter
consistent with the above.

     (C)
          Please provide us with a separate rollforward of your customer returns, rebates
          and incentives for each period presented through the latest interim period.
          Include a separate column showing adjustments made in each period to the
          accruals. Clarify where you recorded increases to the accrual in the statement
          of operations. If material, provide similar disclosure in future filings.

We are supplementally providing to
the Staff as Appendix A a separate rollforward of customer rebates and incentives for each
period presented through the latest interim period.

Adjustments to the accruals are
recognized in our statement of operations in sales for cash rebates and in cost of sales
for additional products and services consistent with our response in 1.(B) above. Although current customer returns,
rebates and incentive program costs are not material relative to our consolidated
statement of operations, in response to the Staff’s comment, we will provide similar
disclosure in future filings, if material.

     (D)
          Your disclosure indicates that changes to “other assumptions” (other
          than historical experience) are used to estimate accruals for your rebates and
          incentives

3

     programs. Please tell us and in
     future filings disclose the nature of the other assumptions used.

The reference to changes to
“other assumptions” in our disclosure refers only to an increase in the accrual
for rebates and incentives by $1.4 million (pre-tax) in the fourth fiscal quarter of 2004
to reflect the estimated impact on our Ship From Stock and Credit program of a recently
implemented price increase. This adjustment was necessary as the price increase was not
yet reflected in our historical experience.

In response to the Staff’s
comment, we will expand our disclosure in future filings, if material, to include more
specific information with respect to “other assumptions”.

     (E)
          We note from your business section (page 3) that your products include software.
          Please supplementally tell us your accounting policies with regard to software
          and whether or not revenues from software sales were material in any of the
          periods presented.

We supplementally advise the Staff as
follows:

Sales from software were less than 4%
of our annual consolidated net sales and accordingly not material during any of the
periods presented.

Software products are sold
stand-alone or bundled with other products and services. Our accounting policy for
software revenue recognition follows the guidance in AICPA Statement of Position 97-2. Our
software products do not require significant production, modification, or customization
and therefore we recognize revenue when the following criteria are met:

    –
  Persuasive evidence of an arrangement exists.

    –
  Delivery has occurred.

    –
  The fee is fixed or determinable.

    –
  Collectibility is probable.

Revenue on software
arrangements is recognized when shipped. If there are
undelivered items under a multiple element arrangement, we use vendor-specific objective
evidence of fair value to allocate the fee to the delivered and undelivered items.

We also offer service agreements that
cover many of our products at a customer site, sometimes including software. Service
agreements are typically unbundled from our software arrangements as they are often in
place prior to the software sale or sold in a stand-alone transaction subsequent to the
software sale. We recognize revenue on service agreements on a straight line basis over
the contractual term of the agreement.

If our software revenues become
material, we would expand our revenue recognition policy disclosure in future filings
consistent with the above.

4

     *    *    *    *    *

Please telephone James V. Gelly at
(414) 212-5656 if you require additional information or wish to comment further. If you
wish to comment further in writing, please send such comment to James V. Gelly by
facsimile at (414) 212-5655.

Very truly yours,

     ROCKWELL AUTOMATION, INC.

By:
     /s/ James V. Gelly

Name:
Title:
James V. Gelly
Senior Vice President and Chief Financial Officer

Attachment

VIA EDGAR

cc:
Kate Tillan
Heather Tress
Daniel Gordon

5

APPENDIX A

Rockwell Automation, Inc.

Rollforward of Customer Rebates and Incentives Accruals

(in millions, USD)

Ship From Stock And Credit

United States and Canada Accruals

     Q1 2002
     Q2 2002
     Q3 2002
     Q4 2002
     Q1 2003
     Q2 2003
     Q3 2003
     Q4 2003
     Q1 2004
     Q2 2004
     Q3 2004
     Q4 2004
     Q1 2005

         Beginning Balance

     34.0

     35.0

     34.4

     36.4

     36.5

     37.8

     38.7

     42.9

     41.0

     39.1

     50.9

     49.4

     48.4

           Net Provisions/(Charges)
     1.0

     (0.6
        )
     2.0

     0.1

     1.3

     0.9

     2.2

     (0.2
        )
     3.1

     11.8
        (3)
     2.1

     1.4

     0.3

           Adjustments
     0.0

     0.0

     0.0

     0.0

     0.0

     0.0

     2.0
        (1)
     (1.7
        )(2)
     (5.0
        )(2)
     0.0

     (3.6
        )(2)
     (2.4
        )(4)
     0.0

         Ending Balance
     35.0

     34.4

     36.4

     36.5

     37.8

     38.7

     42.9

     41.0

     39.1

     50.9

     49.4

     48.4

     48.7

     Other Rebates and Incentives

     Selected U.S. Controls Systems and Power Systems Accruals

         Beginning Balance
     32.9

     34.5

     36.9

     41.4

     32.5

     33.9

     28.1

     28.4

     23.2

     24.0

     22.6

     24.7

     23.9

           Net Provisions/(Charges)
     1.6

     2.8

     4.3

     (9.4
        )
     1.4

     (2.0
        )
     0.3

     (4.9
        )
     0.8

     (1.5
        )
     2.1

     (0.8
        )
     1.2

           Adjustments
     0.0

     (0.4
        )
     0.2

     0.5

     0.0

     (3.8
        )(1)
     0.0

     (0.3
        )
     (0.0
        )
     0.1

     0.0

     0.0

     0.0

         Ending Balance
     34.5

     36.9

     41.4

     32.5

     33.9

     28.1

     28.4

     23.2

     24.0

     22.6

     24.7

     23.9

     25.1

         Total Selected Programs Ending Balance
     64.2

     72.3

           Other Subsidiary Ending Balances
     6.6

     6.8

         Total as Reported on Form 10-K
     70.8

     79.1

         Other Current Liabilities – Customer rebates and

           incentives (Note 7 to the financial statements, p. 44, Form 10-K)
     65.4

     71.3

         Accounts Receivable (Note 1 to the financial statements, p. 36, Form 10-K)
     5.4

     7.8

         Total as Reported on Form 10-K
     70.8
        (5)

     79.1
        (5)

          (1)

          Adjustment relates to a true-up in the accrual reflecting a methodology change
          facilitated by improved data and analysis.

          (2)

          Adjustment to the accrual to reflect the calculated reduction in the time lag
          between sale to the distributor and rebate payment. Reduced time lag directly
          attributed to a phased implementation of an operational program by distributors
          to improve the efficiency of their inventory management.

          (3)

          Increase in Net Provisions/(Charges) is attributed to conversion of a significant
          volume of our distributors to the Ship From
Stock and Credit program. Previously these distributors received credits at the time of
billing as a discount off of the invoice price.

          (4)

          Adjustment comprised of two items, a $1.4M increase in accrual related to an
          implemented price increase (see letter response 1.(D)) and a $3.8M decrease to
          accrual as noted in (2) above.

          (5)

          Excludes U.S. and Canada returns reserve of $4.6M and $7.0M at 2003 and 2004,
          respectively, reported as Other Current Liabilities – Other in Note 7 to
          the financial statements, page 44, Form 10-K.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

      March 18, 2005

Via U.S. Mail

Mr. James V. Gelly
Chief Financial Officer
777 East Wisconsin Avenue
Suite 1400
Milwaukee, Wisconsin 53202

	RE:	Rockwell Automation, Inc.
		Form 10-K for the fiscal year ended September 30, 2004
		File No. 1-12383

Dear Mr. Gelly:

     We have reviewed your filings and have the following comment.
We
have limited our review to those issues we have addressed in our
comment.  Please be as detailed as necessary in your explanation.
In
our comment, we ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not 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 overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended September 30, 2004

Consolidated Financial Statements - Page 30

Note 1, Basis of Presentation and Accounting Policies - Page 35

1. Please respond to the following comments regarding your revenue
recognition policy disclosure:
(A) We note your disclosure that revenue is "generally" recognized
when the requirements of SAB 104 have been met and that you
"generally" use certain means to determine the existence of an
arrangement.  The revenue recognition policy should be revised in
future filings to clearly indicate when this is not the case and
the
specific accounting treatment.
(B) Please tell us and disclose in future filings the nature and
significant terms of your customer returns, rebates and
incentives.
Explain the basis for your accounting and classification for each
and
cite the accounting literature upon which you relied. Include a
discussion of how you determine when to classify the rebate and
incentive in sales or cost of sales and why. Include a discussion
of
your balance sheet classification as well.
(C) Please provide us with a separate rollforward of your customer
returns, rebates and incentives for each period presented through
the
latest interim period. Include a separate column showing
adjustments
made in each period to the accruals. Clarify where you recorded
increases to the accrual in the statement of operations. If
material,
provide similar disclosure in future filings.
(D) Your disclosure indicates that changes to "other assumptions"
(other than historical experience) are used to estimate accruals
for
your rebates and incentives programs.  Please tell us and in
future
filings disclose the nature of the other assumptions used.
(E) We note from your business section (page 3) that your products
include software.  Please supplementally tell us your accounting
policies with regard to software and whether or not revenues from
software sales were material in any of the periods presented.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
cover letter with your response that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

      You may contact Heather Tress, Staff Accountant, at (202)
824-
5263 or me at (202) 942-2861 if you have questions regarding
comments
on the financial statements and related matters.  In this regard,
do
not hesitate to contact Daniel Gordon, Accounting Branch Chief, at
(202) 942-2813.

							Sincerely,

							Kate Tillan
							Reviewing Accountant
??

??

??

??

Mr. James V. Gelly
Chief Financial Officer
Rockwell Automation, Inc.
March 18, 2005
Page 1 of 3

</TEXT>
</DOCUMENT>