UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 10-K

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     

For the fiscal year ended December 31, 2010

or

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period _________to _________

Commission file number 0-10304

ANGELES PARTNERS X

(Exact name of registrant as specified in its charter)

55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)

(Registrant's telephone number, including area code) (864) 239-1000

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

None

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

Limited Partnership Units

(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. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] 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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period 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 [ ]

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  [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were last sold, or the average bid and asked price of such partnership interests as of the last business day of the registrant’s most recently completed second fiscal quarter. No market exists for the partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE

None

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking within the meaning of the federal securities laws. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond the Partnership’s control, including, without limitation: national and local economic conditions, including the pace of job growth and the level of unemployment; the terms of governmental regulations that can affect the Partnership and interpretations of those regulations; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties previously owned by the Partnership. Readers should carefully review the Partnership’s consolidated financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

                                       PART I

Item 1.     Business

Angeles Partners X (the "Registrant" or "Partnership") is a publicly-held limited partnership organized under the California Uniform Limited Partnership Act pursuant to a Certificate and Amended Agreement of Limited Partnership (hereinafter referred to as the "Partnership Agreement") dated June 24, 1980.  The general partner responsible for management of the Partnership's business is Angeles Realty Corporation ("ARC"), a California corporation (hereinafter referred to as the "General Partner"). The General Partner is a wholly-owned subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.  The Non-Managing General Partner is AIMCO Properties, L.P., a wholly-owned subsidiary of AIMCO.  The General Partner and the Non-Managing General Partner are herein collectively referred to as the "General Partners".  The Partnership Agreement provides that the Partnership is to terminate on December 31, 2035, unless terminated prior to such date.

Commencing May 12, 1981, the Registrant offered pursuant to a Registration Statement filed with the Securities and Exchange Commission up to 25,000 Units of Limited Partnership Interest (the "Units") at a purchase price of $1,000 per Unit with a minimum purchase of 5 Units ($5,000).  Upon termination of the offering, the Registrant had accepted subscriptions for 18,714 Units for an aggregate of $18,714,000, including 100 Units which were purchased by the General Partner for $100,000.  Since its initial offering, the Registrant has not received, nor were limited partners required to make, additional capital contributions.

The Registrant was engaged in the business of operating and holding real estate properties for investment.  In 1981 and 1982, during its acquisition phase, the Registrant acquired eight investment properties. Prior to 2007, seven investment properties were either sold or foreclosed on. During the year ended December 31, 2010, the Registrant sold its remaining property to a third party.

As of December 31, 2010, the Partnership adopted the liquidation basis of accounting, due to the sale of its remaining investment property, Carriage Hill Apartments during December 2010. TheGeneral Partner estimates the liquidation process will be completed by December 31, 2011. Because the success in realization of assets and settlement of liabilities is based on the General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

The Partnership has no employees.  Management and administrative services are performed by the General Partner and by agents retained by the General Partner.  Property management services were provided at the Partnership's former property by an affiliate of the General Partner for the years ended December 31, 2010 and 2009.

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

Item 2.     Property

On December 28, 2010, the Partnership sold Carriage Hill Apartments to a third party for a gross sales price of $7,100,000.  The net proceeds realized by the Partnership were approximately $6,909,000 after payment of closing costs of approximately $191,000. The Partnership used approximately $5,360,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $5,332,000 as a result of the sale during the year ended December 31, 2010.  While the Partnership is not subject to Federal income tax, it is subject to tax related to its Michigan activities. During the year ended December 31, 2010, as a result of the sale of Carriage Hill Apartments, the Partnership recognized current tax expense of approximately $186,000, which is reflected as a reduction of gain from sale of discontinued operations. The corresponding liability is included in taxes payable at December 31, 2010.

The mortgage indebtedness that encumbered Carriage Hill Apartments of approximately $5,360,000 was refinanced during 2007 under a secured real estate credit facility (“Secured Credit Facility”) which had a maturity date of October 1, 2010. On July 31, 2010, AIMCO Properties, L.P. exercised its option to extend the maturity date of the Secured Credit Facility to October 1, 2011. In addition, AIMCO Properties, L.P. paid an extension fee of approximately $86,000, approximately $14,000 of which was allocated to the Partnership and capitalized during the year ended December 31, 2010. The unamortized balance of the loan costs of approximately $10,000 was written off in conjunction with the sale of Carriage Hill Apartments and recognized as loss on extinguishment of debt during the year ended December 31, 2010.

Capital Improvements:

Carriage Hill Apartments: During the year ended December 31, 2010, the Partnership completed approximately $223,000 of capital improvements at the property, consisting primarily of electrical upgrades, water heater, appliance and floor covering replacements and reconstruction related to wind and hail damage to the property caused by a severe storm. These improvements were funded from operations and insurance proceeds. The Partnership sold Carriage Hill Apartments to a third party on December 28, 2010.

Item 3.     Legal Proceedings

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts were dismissed. During the fourth quarter of 2008, the settlement amounts for alleged unpaid overtime to employees were paid by those partnerships where the respective employees had worked.  The Partnership was not required to pay any settlement amounts.  During January 2011, the parties reached an agreement to settle the remaining “on-call claims” and the plaintiffs’ attorneys’ fees. The Partnership will not be required to pay any settlement amounts or plaintiffs’ attorneys’ fees as a result of this agreement.  These settlements resolve the case in its entirety.

                                       PART II

Item 5.  Market for the Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities

The Partnership, a publicly-held limited partnership, sold 18,714 limited partnership units (the “Units”) aggregating $18,714,000 including 100 Units purchased by the General Partner for $100,000. At December 31, 2010, the Partnership had 760 holders of record owning an aggregate of 18,620 Units.  Affiliates of the General Partner owned 11,518 Units or 61.86% at December 31, 2010. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

The Partnership distributed the following amounts during the years ended December 31, 2010 and 2009 (in thousands, except per unit data):

(1)   Distributions from the September 2007 refinancing of the mortgage encumbering Carriage Hill Apartments.

Subsequent to December 31, 2010, the Partnership distributed sale proceeds of approximately $1,420,000 to its limited partners from the December 2010 sale of Carriage Hill Apartments (approximately $76.24 per limited partnership unit). Additionally, in conjunction with the transfer of funds from the majority-owned sub-tier limited partnership, which owned Carriage Hill Apartments, to the Partnership, approximately $13,000 was distributed to the general partner of the majority-owned sub-tier limited partnership subsequent to December 31, 2010.

The Partnership's cash available for distribution will be reviewed on a quarterly basis. Future cash distributions will depend on the amount of cash remaining after fully liquidating the Partnership.

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 11,518 Units in the Partnership representing 61.86% of the outstanding Units at December 31, 2010.  A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner.  As a result of its ownership of 61.86% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership.  Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.

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

This item should be read in conjunction with the consolidated financial statements and other items contained elsewhere in this report.

Results of Operations

As of December 31, 2010, the Partnership adopted the liquidation basis of accounting, due to the sale of its remaining investment property, Carriage Hill Apartments during December 2010. Prior to adopting the liquidation basis of accounting, the Partnership’s net income was approximately $5,481,000 for the year ended December 31, 2010 compared to net income of approximately $330,000 for the year ended December 31, 2009. The increase in net income is due to the gain from sale of discontinued operations in 2010, partially offset by a decrease in income from discontinued operations.

On December 28, 2010, the Partnership sold Carriage Hill Apartments to a third party for a gross sales price of $7,100,000.  The net proceeds realized by the Partnership were approximately $6,909,000 after payment of closing costs of approximately $191,000. The Partnership used approximately $5,360,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership recognized a gain of approximately $5,332,000 as a result of the sale during the year ended December 31, 2010.  In addition the Partnership recognized a loss on extinguishment of debt of approximately $10,000 as a result of the write off of unamortized loan costs during the year ended December 31, 2010. While the Partnership is not subject to Federal income tax, it is subject to tax related to its Michigan activities. During the year ended December 31, 2010, as a result of the sale of Carriage Hill Apartments, the Partnership recognized current tax expense of approximately $186,000, which is reflected as a reduction of gain from sale of discontinued operations. The corresponding liability is included in taxes payable at December 31, 2010.

Excluding the impact of the gain from sale of discontinued operations in 2010, the Partnership’s income from discontinued operations was approximately $149,000 and $330,000 for the years ended December 31, 2010 and 2009, respectively. The decrease in income from discontinued operations is due to a decrease in total revenues and an increase in total expenses, partially offset by the recognition of a casualty gain in 2010.

The decrease in total revenues is due to decreases in both rental and other income. The decrease in rental income is due to a decrease in the average rental rate and a slight decrease in occupancy at Carriage Hill Apartments. The decrease in other income is primarily due to a decrease in resident utility reimbursements.

The increase in total expenses is primarily due to increases in operating and general and administrative expenses and the recognition of a loss on extinguishment of debt in 2010. Depreciation, interest and property tax expenses remained relatively constant for the comparable periods. The increase in operating expenses is due to increases in salaries and related benefits and clean-up costs incurred related to a severe storm at Carriage Hill Apartments (as discussed below), partially offset by a decrease in contract services.

The increase in general and administrative expenses is primarily due to application costs incurred by the Partnership in 2010 related to a potential refinancing of the mortgage debt encumbering Carriage Hill Apartments, which had a maturity date of October 1, 2010. The option to extend the maturity date to October 1, 2011 was exercised in July 2010. As a result of the sale of Carriage Hill Apartments in December 2010, approximately $71,000 of costs which had been incurred prior to the sale for a potential refinancing were expensed. The increase in general and administrative expenses is also due to the reversal of the management fee based on net cash from operations payable to the General Partner during the year ended December 31, 2009 and an increase in management reimbursements to the General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses for the years ended December 31, 2010 and 2009 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

During June 2010, Carriage Hill Apartments suffered damages of approximately $35,000 from falling trees as a result of a severe storm. During the year ended December 31, 2010, the Partnership incurred approximately $10,000 for clean-up costs, which were included in operating expenses. During the year ended December 31, 2010, the Partnership recognized a casualty gain of approximately $25,000 as a result of the receipt of insurance proceeds of approximately $25,000. The damaged assets were fully depreciated.

Liquidity and Capital Resources

The Partnership expects to liquidate during 2011 due to the sale of its remaining  investment property (see “Note A – Basis of Presentation” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data”).

At December 31, 2010, the Partnership had cash and cash equivalents of approximately $1,859,000 compared to approximately $171,000 at December 31, 2009.  Cash and cash equivalents increased approximately $1,688,000 since December 31, 2009 due to approximately $6,725,000 and $333,000 of cash provided by investing and operating activities, respectively, partially offset by approximately $5,370,000 of cash used in financing activities. Cash provided by investing activities consisted of net proceeds from the sale of Carriage Hill Apartments and insurance proceeds received, partially offset by property improvements and replacements. Cash used in financing activities consisted of repayment of the mortgage encumbering Carriage Hill Apartments, distributions to partners, loan costs paid and repayment of advances from an affiliate, partially offset by advances received from an affiliate and the return of sale distributions paid to the General Partner in prior years.

During the year ended December 31, 2010, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $113,000 to fund real estate taxes and a fee to extend the maturity date of the mortgage encumbering Carriage Hill Apartments. There were no such advances during the year ended December 31, 2009. AIMCO Properties, L.P. charged interest on advances under the terms permitted by the Partnership Agreement. The outstanding advances made to the Partnership accrued interest at a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner reviewed the market rate adjustment quarterly. Interest expense was approximately $3,000 for the year ended December 31, 2010. There was no such interest expense during the year ended December 31, 2009. During the year ended December 31, 2010 the Partnership repaid the outstanding advances and accrued interest of approximately $116,000. There were no payments made during the year ended December 31, 2009. There were no outstanding advances or associated accrued interest at December 31, 2010 and 2009.

As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at December 31, 2010 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon estimates of the General Partner as of the date of the consolidated financial statements.

In accordance with the liquidation basis of accounting, at December 31, 2010, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was a decrease in net assets of approximately $64,000, which is included in the Consolidated Statements of Changes in Partners’ Capital/Net Assets in Liquidation.

The Partnership distributed the following amounts during the years ended December 31, 2010 and 2009 (in thousands, except per unit data):

(1)   Distributions from the September 2007 refinancing of the mortgage encumbering Carriage Hill Apartments.

Subsequent to December 31, 2010, the Partnership distributed sale proceeds of approximately $1,420,000 to its limited partners from the December 2010 sale of Carriage Hill Apartments (approximately $76.24 per limited partnership unit). Additionally, in conjunction with the transfer of funds from the majority-owned sub-tier limited partnership, which owned Carriage Hill Apartments, to the Partnership, approximately $13,000 was distributed to the general partner of the majority-owned sub-tier limited partnership subsequent to December 31, 2010.

The Partnership's cash available for distribution will be reviewed on a quarterly basis. Future cash distributions will depend on the amount of cash remaining after fully liquidating the Partnership.

Critical Accounting Policies and Estimates

A summary of the Partnership’s significant accounting policies is included in "Note B – Organization and Summary of Significant Accounting Policies" which is included in the consolidated financial statements in "Item 8. Financial Statements and Supplementary Data".  The General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the consolidated financial statements with useful and reliable information about the Partnership’s operating results and financial condition. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.  Judgments and assessments of uncertainties are required in applying the Partnership’s accounting policies in many areas. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Asset

Investment property was recorded at cost, less accumulated depreciation, unless the carrying amount of the asset was not recoverable. If events or circumstances indicated that the carrying amount of the property would not be recoverable, the Partnership made an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeded the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property.

Real property investment is subject to varying degrees of risk. Several factors may have adversely affected the economic performance and value of the Partnership’s investment property. These factors included, but were not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might have adversely affected apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not have been offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could have caused an impairment of the Partnership’s asset.

Revenue Recognition

The Partnership generally leased apartment units for twelve-month terms or less.  The Partnership offered rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, was recognized on a straight-line basis over the term of the lease. The Partnership evaluated all accounts receivable from residents and established an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

Item 8.     Financial Statements and Supplementary Data

ANGELES PARTNERS X

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Consolidated Statement of Net Assets in Liquidation - December 31, 2010.

      Consolidated Balance Sheet – December 31, 2009.

Consolidated Statements of Discontinued Operations - Years ended December 31, 2010 and 2009.

Consolidated Statements of Changes in Partners' Capital/Net Assets in Liquidation - Years ended December 31, 2010 and 2009.

Consolidated Statements of Cash Flows - Years ended December 31, 2010 and 2009.

      Notes to Consolidated Financial Statements.

Report of Independent Registered Public Accounting Firm

The Partners

Angeles Partners X

We have audited the consolidated statement of net assets in liquidation of Angeles Partners X as of December 31, 2010, the consolidated balance sheet as of December 31, 2009, and the related consolidated statements of discontinued operations, changes in partners’ capital/net assets in liquidation, and cash flows for each of the two years in the period ended December 31, 2010. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those stan­dards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note A to the consolidated financial statements, on December 31, 2010 the General Partner of Angeles Partners X decided to liquidate the Partnership. As a result, the Partnership changed its basis of accounting as of December 31, 2010 to a liquidation basis.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated net assets in liquidation of Angeles Partners X as of December 31, 2010, the consolidated financial position at December 31, 2009, and the consolidated results of its discontinued operations and its cash flows for each of the two years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles applied on the bases described in the preceding paragraph.

/s/ ERNST & YOUNG LLP

Greenville, South Carolina

March 28, 2011

ANGELES PARTNERS X

CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION

(Liquidation Basis)

(in thousands)

December 31, 2010

See Accompanying Notes to Consolidated Financial Statements

ANGELES PARTNERS X

                             CONSOLIDATED BALANCE SHEET

                          (in thousands, except unit data)

December 31, 2009

See Accompanying Notes to Consolidated Financial Statements

                                 ANGELES PARTNERS X

                 CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS

                        (in thousands, except per unit data)

See Accompanying Notes to Consolidated Financial Statements

                                 ANGELES PARTNERS X

  CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL/NET ASSETS IN LIQUIDATION

                          (in thousands, except unit data)

See Accompanying Notes to Consolidated Financial Statements

                                 ANGELES PARTNERS X

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (in thousands)

See Accompanying Notes to Consolidated Financial Statements

Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures

(a)            Disclosure Controls and Procedures

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective. 

Management’s Report on Internal Control Over Financial Reporting

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·         pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

·         provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and

·         provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2010.  In making this assessment, the Partnership’s management used the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on their assessment, the Partnership’s management concluded that, as of December 31, 2010, the Partnership’s internal control over financial reporting is effective.

This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

(b)            Changes in Internal Control Over Financial Reporting.

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2010 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 9B.    Other Information

None.

                                      PART III

Item 10. Directors, Executive Officers and Corporate Governance

The Registrant has no officers or directors.

The names and ages of, as well as the positions and offices held by, the present directors and officers of the General Partner are set forth below. There are no family relationships between or among any officers or directors.

Steven D. Cordes was appointed as a Director of the General Partner effective March 2, 2009.  Mr. Cordes has been a Senior Vice President of the General Partner and AIMCO since May 2007.  Mr. Cordes joined AIMCO in 2001 as a Vice President of Capital Markets with responsibility for AIMCO’s joint ventures and equity capital markets activity.  Prior to joining AIMCO, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers.  Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership.  Mr. Cordes brings particular expertise to the Board in the areas of asset management as well as finance and accounting.

John Bezzant was appointed as a Director of the General Partner effective December 16, 2009.  Mr. Bezzant was appointed Executive Vice President of the General Partner and AIMCO in January 2011 and prior to that time was a Senior Vice President of the General Partner and AIMCO since joining AIMCO in June 2006.  Prior to joining AIMCO, Mr. Bezzant spent over 20 years with Prologis, Inc. and Catellus Development Corporation in a variety of executive positions, including those with responsibility for transactions, fund management, asset management, leasing and operations.  Mr. Bezzant brings particular expertise to the Board in the areas of real estate finance, property operations, sales and development.

Ernest M. Freedman was appointed Executive Vice President and Chief Financial Officer of the General Partner and AIMCO in November 2009.   Mr. Freedman joined AIMCO in 2007 as Senior Vice President of Financial Planning and Analysis and has served as Senior Vice President of Finance since February 2009, responsible for financial planning, tax, accounting and related areas.  Prior to joining AIMCO, from 2004 to 2007, Mr. Freedman served as chief financial officer of HEI Hotels and Resorts.

Lisa R. Cohn was appointed Executive Vice President, General Counsel and Secretary of the General Partner and AIMCO in December 2007.  From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of AIMCO.  Ms. Cohn joined AIMCO in July 2002 as Vice President and Assistant General Counsel.  Prior to joining AIMCO, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.

Paul Beldin joined AIMCO in May 2008 and has served as Senior Vice President and Chief Accounting Officer of AIMCO and the General Partner since that time.  Prior to joining AIMCO, Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the company was acquired by Sentinel Real Estate Corporation.  Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte and Touche LLP, where he was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office.

Stephen B. Waters was appointed Senior Director of Partnership Accounting of AIMCO and the General Partner in June 2009.  Mr. Waters has responsibility for partnership accounting with AIMCO and serves as the principal financial officer of the General Partner.  Mr. Waters joined AIMCO as a Director of Real Estate Accounting in September 1999 and was appointed Vice President of the General Partner and AIMCO in April 2004.  Prior to joining AIMCO, Mr. Waters was a senior manager at Ernst & Young LLP.

The Registrant is not aware of the involvement in any legal proceedings with respect to the directors and executive officers listed in this Item 10.

One or more of the above persons are also directors and/or officers of a general partner (or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act. Further, one or more of the above persons are also officers of Apartment Investment and Management Company and the general partner of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15 (d) of such Act.

The board of directors of the General Partner does not have a separate audit committee. As such, the board of directors of the General Partner fulfills the functions of an audit committee. The board of directors has determined that Steven D. Cordes meets the requirement of an "audit committee financial expert".

The directors and officers of the General Partner with authority over the Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code of ethics that applies to such directors and officers that is posted on AIMCO's website (www.AIMCO.com). AIMCO's website is not incorporated by reference to this filing.

Item 11. Executive Compensation

Neither the officers nor directors of the General Partner received any remuneration from the Registrant.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Except as noted below, no person or entity was known by the Registrant to be the beneficial owner of more than 5% of the Limited Partner Units (the “Units”) of the Registrant as of December 31, 2010.

Cooper River Properties, LLC and AIMCO IPLP, L.P., are indirectly ultimately owned by AIMCO.  Their business address is 55 Beattie Place, Greenville, SC 29601. 

AIMCO Properties, L.P. is indirectly ultimately controlled by AIMCO.  Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities.  The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. 

Affiliates of the General Partner received 5% of gross receipts from the Partnership’s property as compensation for providing property management services. The Partnership paid to such affiliates approximately $78,000 and $79,000 for the years ended December 31, 2010 and 2009, respectively, which are included in operating expenses. 

Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $54,000 and $40,000 for the years ended December 31, 2010 and 2009, respectively. These amounts are included in general and administrative expenses, investment property and gain from sale of discontinued operations. The portion of these reimbursements included in gain from sale of discontinued operations and investment property for the years ended December 31, 2010 and 2009 are construction management services provided by an affiliate of the General Partner of approximately $21,000 and $15,000, respectively.

Pursuant to the Partnership Agreement, the General Partner is entitled to receive a distribution equal to 4% of the aggregate disposition price of sold properties. The Partnership paid a distribution of approximately $210,000 to the General Partner related to the sale of Greentree Apartments in 2003. The Partnership paid a distribution of approximately $154,000 to the General Partner related to the sale of Vista Hills Apartments in 1999. These distributions were subordinate to the limited partners receiving their original capital contributions plus a cumulative preferred return of 6% per annum of their adjusted capital investment, as defined in the Partnership Agreement. If the limited partners have not received these returns when the Partnership terminates, the General Partner will be required to return these amounts to the Partnership. These distributions totaling $364,000 were returned by the General Partner to the Partnership during the year ended December 31, 2010 as a result of the limited partners not receiving a return of their original capital contributions plus the cumulative preferred return with the sale of the Partnership’s remaining investment property during December 2010.

The Partnership Agreement provides for a fee equal to 5% of “net cash flow from operations”, as defined in the Partnership Agreement, to be paid to the General Partner for executive and administrative services. This fee is subordinate to the limited partners receiving a cumulative return of 5% per annum on their adjusted capital investment, as defined in the Partnership Agreement. The General Partner was entitled to a fee of approximately $6,000 and $21,000 for the years ended December 31, 2010 and 2009, respectively. However, the fees were not accrued as it was determined that the criteria for payment of the fees would not be met. For the year 2008, the Partnership accrued a fee of approximately $9,000, which was reversed during the year ended December 31, 2009, as it was determined that the criteria for payment of the fee would not be met.

During the year ended December 31, 2010, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $113,000 to fund real estate taxes and a fee to extend the maturity date of the mortgage encumbering Carriage Hill Apartments. There were no such advances during the year ended December 31, 2009. AIMCO Properties, L.P. charged interest on advances under the terms permitted by the Partnership Agreement. The outstanding advances made to the Partnership accrued interest at a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner reviewed the market rate adjustment quarterly. Interest expense was approximately $3,000 for the year ended December 31, 2010. There was no such interest expense during the year ended December 31, 2009. During the year ended December 31, 2010 the Partnership repaid the outstanding advances and accrued interest of approximately $116,000. There were no payments made during the year ended December 31, 2009. There were no outstanding advances or associated accrued interest at December 31, 2010 and December 31, 2009.

The Partnership insured its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insured its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the years ended December 31, 2010 and 2009, the Partnership was charged by AIMCO and its affiliates approximately $30,000 and $22,000, respectively, for insurance coverage and fees associated with policy claims administration.

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 11,518 limited partnership units (the “Units”) in the Partnership representing 61.86% of the outstanding Units at December 31, 2010.  A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters, that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner.  As a result of its ownership of 61.86% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership.  Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.

Neither of the General Partner’s directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the General Partner.

Item 14.    Principal Accounting Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for 2011. The aggregate fees billed for services rendered by Ernst & Young LLP for 2010 and 2009 are described below.

Audit Fees.  Fees for audit services totaled approximately $43,000 and $38,000 for the years 2010 and 2009, respectively. Fees for audit services also include fees for the reviews of the Partnership’s Quarterly Reports on Form 10-Q.

Tax Fees.  Fees for tax services totaled approximately $14,000 and $11,000 for the years 2010 and 2009, respectively.

PART IV

Item 15.    Exhibits, Financial Statement Schedules

(a)   The following consolidated financial statements of the Registrant are included in Item 8:

      Consolidated Statement of Net Assets in Liquidation - December 31, 2010.

Consolidated Balance Sheet – December 31, 2009.

Consolidated Statements of Discontinued Operations - Years ended December 31, 2010 and 2009.

Consolidated Statements of Changes in Partners' Capital/Net Assets in Liquidation – Years ended December 31, 2010 and 2009.

Consolidated Statements of Cash Flows – Years ended December 31, 2010 and 2009.

Notes to Consolidated Financial Statements.

Schedules are omitted for the reason that they are inapplicable or equivalent information has been included elsewhere herein.

b)    Exhibits:

See Exhibit Index.

The agreements included as exhibits to this Form 10-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-K and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

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.

Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

ANGELES PARTNERS X

EXHIBIT INDEX

Exhibit Number    Description

           3.1         Amended Certificate and Agreement of Limited Partnership dated June 24, 1980, filed in Form 10-K dated October 31, 1982, and is incorporated herein by reference.

10.26       Purchase and Sale Contract dated October 18, 2010 between Carriage APX, a Michigan Limited Partnership, and DTN Development Group, Inc., a Michigan corporation, filed in Current Report on Form 8-K dated October 18, 2010 and incorporated herein by reference.

10.27       First Amendment to Purchase and Sale Contract dated November 11, 2010 between Carriage APX, a Michigan Limited Partnership, and DTN Development Group, Inc., a Michigan corporation, filed in Current Report on Form 8-K dated November 11, 2010 and incorporated herein by reference.

10.28       Second Amendment to Purchase and Sale Contract dated December 2, 2010 between Carriage APX, a Michigan limited partnership and Carriage Hill Meridian, LLC, a Michigan limited liability company, filed in Current Report on Form 8-K dated December 2, 2010 and incorporated herein by reference.

10.29       Third Amendment to Purchase and Sale Contract dated December 28, 2010 between Carriage APX, a Michigan limited partnership and Carriage Hill Meridian, LLC, a Michigan limited liability company, filed in Current Report on Form 8-K dated December 28, 2010 and incorporated herein by reference.

31.1        Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2        Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1        Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99A         Agreement of Limited Partnership for Angeles Partners X GP Limited Partnership between Angeles Realty Corporation and Angeles Partners X, L.P. entered into on September 15, 1993, filed in Form 10-QSB dated September 30, 1993, which is incorporated herein by reference.