Sauer Danfoss (SHS) 10-K/A 2010 FY Annual report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

COMMISSION FILE NUMBER: 1-14097

SAUER-DANFOSS INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3482074
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2800 E. 13th Street, Ames, Iowa	50010
(Address of principal executive offices)	(Zip Code)

(515) 239-6000

(Registrant's telephone number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01 per share	New York Stock Exchange
(Title of each class)	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes o    No x

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Act"). Yes o    No x

         Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

         Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: x

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer x Non-accelerated filer o  (Do not check if a smaller reporting company) Smaller reporting company o

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes o    No x

         The aggregate market value of the voting common stock of the registrant held by nonaffiliates based on the last sale price on June 30, 2010 was $141,069,244. (The registrant does not have any other authorized common equity.)

         As of March 14, 2011 there were 48,413,316 shares of common stock, $0.01 par value, of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         None.

TABLE OF CONTENTS

	Page No.
Explanatory Note	1
Part IV
Item 15. Exhibits and Financial Statements	2
Signatures	3
Index to Exhibits	5

Explanatory Note

This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment No. 1”) of Sauer-Danfoss Inc. (the “Company”) amends the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 that was originally filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2011 (the “Original Form 10-K”). Capitalized terms used but not defined in this Amendment No. 1 have the meanings specified in the Original Form 10-K.

This Amendment No. 1 is being filed solely to include Exhibit 21, Subsidiaries of the Registrant, which was inadvertently omitted from the Original Form 10-K.

Except as described in this Explanatory Note, no other information in the Original Form 10-K is being modified or amended by this Amendment No. 1. This Amendment No. 1 does not reflect events occurring after March 3, 2011, which was the filing date of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company's other filings with the SEC. This Amendment No. 1 consists solely of the preceding cover page, this Explanatory Note, Part IV (Item 15(a)(3)), the signature page, and the exhibits identified in Part IV (Item 15(a)(3)).

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)     The following documents are filed as a part of this report.

(3)     Exhibits

Exhibit No.	Description of Document
21	Subsidiaries of the Registrant.
24	Powers of Attorney granted by directors and executive officers (incorporated herein by reference to the signature page of the Original Form 10-K filed with the SEC on March 3, 2011).
31.1	Certification by the Chief Executive Officer Pursuant to Rule 13a-14(a).
31.2	The Registration Rights Agreement is attached as Exhibit 10.1(b) to Amendment No. 1 to the Company's Form S-1 Registration Statement filed on April 23, 1998, and is incorporated herein by reference.

(b)     The exhibits that are listed under Item 15(a)(3) above are filed or incorporated by reference hereunder.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SAUER-DANFOSS INC.
By:	/s/ KENNETH D. MCCUSKEY
	Kenneth D. McCuskey Vice President and Chief Accounting Officer, Secretary

Date: March 16, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Each person signing below also hereby appoints Sven Ruder and Kenneth D. McCuskey, and each of them singly, his or her lawful attorney-in-fact with full power to execute and file any and all amendments to this report together with exhibits thereto and generally to do all such things as such attorney-in-fact may deem appropriate to enable Sauer-Danfoss Inc. to comply with the provisions of the Securities Exchange Act of 1934 and all requirements of the Securities and Exchange Commission.

Signature	Title	Date
/s/ SVEN RUDER	Director and President and Chief Executive Officer	March 16, 2011
Sven Ruder
/s/ JESPER V. CHRISTENSEN	Executive Vice President and Chief Financial Officer	March 16, 2011
Jesper V. Christensen
/s/ KENNETH D. MCCUSKEY	Vice President and Chief Accounting Officer, Secretary	March 16, 2011
Kenneth D. McCuskey
*	Director	March 16, 2011
Niels B. Christiansen
*	Director	March 16, 2011
Jørgen M. Clausen
*	Director	March 16, 2011
Kim Fausing

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Signature	Title	Date
*	Director	March 16, 2011
Richard J. Freeland
*	Director	March 16, 2011
Per Have
*	Director	March 16, 2011
William E. Hoover, Jr.
*	Director	March 16, 2011
Johannes F. Kirchhoff
*	Director	March 16, 2011
Anders Stahlschmidt
*	Director	March 16, 2011
Steven H. Wood

*By:	/s/ KENNETH D. MCCUSKEY
	Kenneth D. McCuskey Attorney-in-Fact

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INDEX TO EXHIBITS

Exhibit No.	Description of Document
21	Subsidiaries of the Registrant.
24	Powers of Attorney granted by directors and executive officers (incorporated herein by reference to the signature page of the Original Form 10-K filed with the SEC on March 3, 2011).
31.1	Certification by the Chief Executive Officer Pursuant to Rule 13a-14(a).
31.2	Certification by the Chief Financial Officer Pursuant to Rule 13a-14(a).

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