UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the Fiscal Year Ended: December 31, ~~2017~~2022

Commission file number: 000-24003

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

	State of Minnesota		41-1848181
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	30 East 7^th Street, Suite 1300 St. Paul, Minnesota 55101		(651) 227-7333
	(Address of principal executive offices)		(~~Registrant's~~Registrant’s telephone number)

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

	Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or

Section 15(d) of the Exchange Act. ☐ Yes ☒ No

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 ☐ 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 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. ☒

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

☐ Large accelerated filer	☐ Accelerated filer
☐☒ Non-accelerated filer	☒ Smaller reporting company
☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

☐ Yes ☒ No

As of June 30, ~~2017,~~2022, there were ~~13,856.927~~11,749.372 Units of limited partnership interest outstanding and owned by nonaffiliates of the registrant, which Units had an aggregate market value (based solely on the price at which they were sold since there is no ready market for such Units) of ~~$13,856,927.~~$11,749,372.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant has not incorporated any documents by reference into this report.

PART I

ITEM 1. BUSINESS.

AEI Income & Growth Fund XXII Limited Partnership (the "Partnership" or the "Registrant") is a limited partnership which was organized pursuant to the laws of the State of Minnesota on July 31, 1996. The registrant is comprised of AEI Fund Management XXI, Inc. ~~("AFM"~~(“AFM”) as Managing General Partner, the Estate of Robert P. Johnson, ~~the President and sole director of AFM,~~ as the Individual General Partner, and purchasers of partnership units as Limited Partners. The Partnership offered for sale up to $24,000,000 of limited partnership interests (the "Units") (24,000 Units at $1,000 per Unit) pursuant to a registration statement effective January 10, 1997. The Partnership commenced operations on May 1, 1997 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted. The Partnership's offering terminated January 9, 1999 when the extended offering period ~~expired.~~ended. The Partnership received subscriptions for 16,917.222 Limited Partnership Units ($16,917,222).

The Partnership was organized to acquire existing and newly constructed commercial properties located in the United States, to lease such properties to tenants under net leases, to hold such properties and to eventually sell such properties. From subscription proceeds, the Partnership purchased twelve properties, including partial interests in three properties, at a total cost of $13,363,547. The balance of the subscription proceeds was applied to organization and syndication costs, working capital reserves and distributions, which represented a return of capital. The properties are commercial, single tenant buildings leased under net leases.

The Partnership's properties were purchased without any indebtedness. The Partnership will not finance properties in the future to obtain proceeds for new property acquisitions. If it is required to do so, the Partnership may incur short-term indebtedness, which may be secured by a portion of the Partnership's properties, to finance day-to-day cash flow requirements (including cash flow necessary to repurchase Units). The amount of borrowings that may be secured by the properties is limited in the aggregate to 10% of the purchase price of all properties. The Partnership will not incur borrowings to pay distributions and will not incur borrowings while there is cash available for distributions.

The Partnership will hold its properties until the General Partners determine that the sale or other disposition of the properties is advantageous in view of the Partnership's investment objectives. In deciding whether to sell properties, the General Partners will consider factors such as potential appreciation, net cash flow and income tax considerations. The Partnership expects to sell some or all of its properties prior to its final liquidation and to reinvest the proceeds from such sales in additional properties. The Partnership reserves the right, at the discretion of the General Partners, to either distribute proceeds from the sale of properties to the Partners or to reinvest such proceeds in additional properties, provided that sufficient proceeds are distributed to the Limited Partners to pay federal and state income taxes related to any taxable gain recognized as a result of the sale.

~~Page 2 of 40~~3

ITEM 1. BUSINESS. (Continued)

In ~~May 2015,~~June 2021, the Managing General Partner mailed a Consent Statement (Proxy) seeking the consent of the Limited Partners to continue the Partnership for an additional 60 months or to initiate the final disposition, liquidation and distribution of all of the ~~Partnership's~~Partnership’s properties and assets. Approval of either proposal required the affirmative vote of holders of a majority of the outstanding units. On ~~June 17, 2015,~~August 6, 2021, the votes were counted and neither proposal received the required majority vote. As a result, the Partnership will not liquidate and will continue in operation until the Limited Partners vote to authorize the sale of all of the Partnership's properties or December 31, 2046, as stated in the Limited Partnership Agreement. However, in approximately five years, the Managing General Partner expects to again submit the question to liquidate to a vote by the Limited Partners.

Leases

Although there are variations in the specific terms of the leases, the following is a summary of the general terms of the ~~Partnership's~~Partnership’s leases. The properties are leased to tenants under net leases, classified as operating leases. Under a net lease, the tenant is responsible for real estate taxes, insurance, maintenance, repairs and operating expenses for the property. For some leases, the Partnership is responsible for repairs to the structural components of the building, the roof, and the parking lot. At the time the properties were acquired, the remaining primary lease terms varied from 108 to 20 years, except for the ~~Staples store,~~DaVita facility in Hempstead, Texas, which had a remaining primary term of ~~8.4~~7.75 years. The leases provide the tenants with two to five five-year renewal options subject to the same terms and conditions as the primary ~~term.~~term, except for the Talecris Plasma Facility in Dallas, Texas, which has one 10-year renewal option. The leases provide for base annual rental payments, payable in monthly installments, and contain rent clauses which entitle the Partnership to receive additional rent in future years based on stated rent increases.

Property Activity During the Last Three Years

As of December 31, ~~2014,~~2019, the Partnership owned interests in ~~eight~~five properties with a total cost of ~~$10,764,616.~~$6,671,214. During the ~~year~~years ended December 31, ~~2015,~~2022 and 2020, the Partnership sold ~~one~~three property ~~interest~~interests and received net sale proceeds of ~~$571,525,~~$2,200,747 and $934,224, which resulted in a net gain of ~~$21,525.~~$524,668 and $324,442, respectively. During 2022 and 2020, the Partnership expended $5,839,859 to provide one tenant improvement allowance and to purchase two additional property interests as it reinvested cash generated from property sales. As of December 31, ~~2017,~~2022, the Partnership owned interests in ~~seven~~four properties with a total cost of ~~$9,931,744.~~$8,721,532.

Major Tenants

During ~~2017, five~~2022, four tenants each contributed more than ten percent of the Partnership's total rental income. The major tenants, in aggregate, contributed ~~83%~~93% of total rental income in ~~2017.~~2022. It is anticipated that, based on the minimum rental payments required under the leases, each major tenant will continue to contribute more than ten percent of rental income in ~~2018.~~2023. Any failure of these major tenants could materially affect the Partnership's net income and cash distributions.

ITEM 1. BUSINESS. (Continued)

Competition

The Partnership is a minor factor in the commercial real estate business. There are numerous entities engaged in the commercial real estate business which have greater financial resources than the Partnership. At the time the Partnership elects to dispose of its properties, the Partnership will be in competition with other persons and entities to find buyers for its properties.

~~Page 3 of 40~~

~~ITEM 1. BUSINESS. (Continued)~~

Employees

The Partnership has no direct employees. Management services are performed for the Partnership by AEI Fund Management, Inc. (Management Company), an affiliate of AFM. For the past two fiscal years, despite the COVID-19 pandemic, the Management Company has not made any reductions to employee headcount, compensation plans or employee benefit plans.

The Management Company believes the people who work for the company are its most important resources and are critical to its continued success. The Management Company focuses significant attention toward attracting and retaining talented and experienced individuals to manage and support its operations. The Management Company’s people are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of the Management Company’s employees must adhere to a code of conduct that is outlined in AEI’s employee handbook which sets standards for appropriate behavior which includes preventing, identifying, reporting and stopping any type of discrimination.

Compensation and Benefits

The Management Company believes its compensation package and benefits are competitive with others in its industry. In addition to base pay, all eligible employees participate in the Management Company bonus program. The Management Company also offers employees a broad range of benefits, including medical, dental and ancillary health benefits and paid parental leave.

Workplace Safety and Wellness

The safety and well-being of the Management Company’s employees is its priority. During the COVID-19 pandemic, the Management Company implemented a COVID-19 Preparedness Plan which included safety protocols to assist in mitigating the risk of exposure to its employees and visitors. These protocols include complying with health and safety standards as required by federal, state and local government agencies, taking into consideration guidelines of the Centers for Disease Control and Prevention and other public health authorities. Many of the Management Company’s operational functions during this time have required modification, including most of its employees working remotely. The Management Company’s experienced teams of people adapted to the changes in the work environment and have managed business successfully during this challenging time.

ITEM 1A. RISK FACTORS.

Not required for a smaller reporting company.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not required for a smaller reporting company.

ITEM 2. PROPERTIES.

Investment Objectives

The Partnership's investment objectives are to acquire existing or newly-developed commercial properties throughout the United States that offer the potential for (i) regular cash distributions of lease income; (ii) growth in lease income through rent escalation provisions; (iii) preservation of capital through all-cash transactions; (iv) capital growth through appreciation in the value of properties; and (v) stable property performance through long-term lease contracts. The Partnership does not have a policy, and there is no limitation, as to the amount or percentage of assets that may be invested in any one property. However, to the extent possible, the General Partners attempt to diversify the properties by tenant and geographic location.

Description of Properties

The Partnership's properties are commercial, single tenant buildings. The properties were acquired on a debt-free basis and are leased to tenants under net leases, classified as operating leases. The Partnership holds an undivided fee simple interest in the properties.

The Partnership's properties are subject to the general competitive conditions incident to the ownership of single tenant investment real estate. Since each property is leased under a ~~long‑term~~longterm lease, there is little competition until the Partnership decides to sell the property. At this time, the Partnership will be competing with other real estate owners, on both a national and local level, in attempting to find buyers for the properties. In the event of a tenant default, the Partnership would be competing with other real estate owners, who have property vacancies, to attract a new tenant to lease the property. The Partnership's tenants operate in industries that are competitive and can be affected by factors such as changes in regional or local economies, seasonality and changes in consumer preference.

~~Page 4 of 40~~6

ITEM 2. PROPERTIES. (Continued)

The following table is a summary of the properties that the Partnership acquired and owned as of December 31, ~~2017.~~2022.

Property
Purchase
Date

Original Property
Cost

Tenant
Annual
Lease
Payment
Annual
Rent
Per Sq. Ft.

Advance Auto Parts Store
   Indianapolis, IN
   (65%)
12/21/06 $ 1,244,173
Advance Stores
Company, Inc.
$ 95,885 $ 21.07

Applebee's Restaurant
   Crawfordsville, IN
   (60%)
12/29/06 $ 1,856,656
Apple Indiana
II LLC
$ 154,777 $ 49.04

Tractor Supply Company Store
   Grand Forks, ND
   (50%)
1/19/07 $ 1,403,874
Tractor Supply
Company
$ 115,437 $ 10.47

Best Buy Store
   Lake Geneva, WI
   (33%)
10/6/08 $ 2,022,246
Best Buy
Stores, L.P.
$ 149,302 $ 14.89

Staples Store
   Clermont, FL
   (28%)
10/21/11 $ 900,295 (1)
Staples the
Office Superstore
East, Inc.
$ 73,031 $ 13.15

PetSmart Store
   Galveston, TX
   (34%)
3/16/12 $ 824,500 (1) PetSmart, Inc. $ 67,746 $ 15.47

St. Vincent Medical Clinic
   Lonoke, AR
6/6/13 $ 1,680,000 (1)
St. Vincent
Health System
$ 152,609 $ 24.94


Property	Purchase Date		Original Property Cost		Tenant	Annual Lease Payment		Annual Rent Per Sq. Ft.

Advance Auto Parts Store Indianapolis, IN (65%)	12/21/06	$	1,244,173		Advance Stores Company, Inc.	$	81,861	$	17.99

St. Vincent Medical Clinic Lonoke, AR	6/6/13	$	1,680,000	(1)	St. Vincent Health System	$	176,916	$	28.07

Talecris Plasma Facility Dallas, TX (50%)	7/31/20	$	2,746,350		Talecris Plasma Resources, Inc.	$	198,914	$	38.32

DaVita Dialysis Hempstead, TX	9/22/22	$	3,051,009		Bollinger Dialysis, LLC	$	182,209	$	26.56

(1) Does not include acquisition costs that were expensed.

The properties listed above with a partial ownership percentage are owned with the following affiliated entities: Advance Auto Parts store in Indianapolis, Indiana (AEI Income & Growth Fund 25 LLC)~~; Applebee's restaurant (AEI Income & Growth Fund 26 LLC); Tractor Supply Company store (AEI Income & Growth Fund 24 LLC); Best Buy store (AEI Income & Growth Fund 24 LLC~~ and ~~AEI Income & Growth Fund 27 LLC); Staples store~~Talecris Plasma Facility in Dallas, Texas (AEI Income & Growth Fund 25 LLC)~~; and PetSmart store (AEI Accredited Investor Fund V LP)~~.

The Partnership accounts for properties owned as tenants-in-common with affiliated entities and/or unrelated third parties using the proportionate consolidation method. Each tenant-in-common owns a separate, undivided interest in the properties. Any tenant-in-common that holds more than a 50% interest does not control decisions over the other tenant-in-common interests. The financial statements reflect only this Partnership's percentage share of the properties' land, building, liabilities, revenues and expenses.

~~Page 5 of 40~~

~~ITEM 2. PROPERTIES. (Continued)~~

At the time the properties were acquired, the remaining primary lease terms varied from 108 to 20 years, except for the ~~Staples store,~~DaVita facility in Hempstead, Texas which had a remaining primary term of ~~8.4~~7.75 years. ~~The lease for the Advance Auto Parts store was extended to expire on April 30, 2025.~~ The leases provide the tenants with two to five five-year renewal options subject to the same terms and conditions as the primary ~~term.~~term, except for the Talecris Plasma Facility in Dallas, Texas which has one 10-year renewal option. The lease for the Advance Auto Parts store in Indianapolis, Indiana was extended to end on April 30, 2025.

ITEM 2. PROPERTIES. (Continued)

Pursuant to the lease agreements, the tenants are required to provide proof of adequate insurance coverage on the properties they occupy. The General Partners believe the properties are adequately covered by insurance and consider the properties to be well-maintained and sufficient for the Partnership's operations.

For tax purposes, the Partnership's properties are depreciated under the Modified Accelerated Cost Recovery System (MACRS). The largest depreciable component of a property is the building which is depreciated using the straight-line method over 39 years. The remaining depreciable component of a property is land improvements which are depreciated using an accelerated method over 15 years. Since the Partnership has tax-exempt Partners, the Partnership is subject to the rules of Section 168(h)(6) of the Internal Revenue Code which requires a percentage of the properties' depreciable components to be depreciated over longer lives using the straight-line method. In general, the federal tax basis of the properties for tax depreciation purposes equals the book depreciable cost of the properties plus the amortizable cost of the related intangible lease assets, except for properties purchased ~~after January 1, 2009.~~during 2009 through 2017. For those properties, acquisition expenses that were expensed for book purposes were capitalized and added to the basis of the property for tax depreciation purposes.

At December 31, ~~2017,~~2022, all properties listed above were 100% occupied.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not ~~Applicable.~~applicable.

PART II

ITEM 5. MARKET FOR ~~REGISTRANT'S~~REGISTRANT’S COMMON EQUITY, RELATED STOCK-

HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) As of December 31, ~~2017,~~2022, there were ~~636~~562 holders of record of the registrant's Limited Partnership Units. There is no other class of security outstanding or authorized. The registrant's Units are not a traded security in any market. During the period covered by this report, the Partnership did not sell any equity securities that are not registered under the Securities Act of 1933.

~~Page 6 of 40~~

~~ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCK-~~

~~HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~

~~Cash distributions~~Distributions of ~~$15,862~~$12,513 and ~~$17,561~~$12,869 were ~~made~~declared to the General Partners and ~~$560,000~~$404,595 and ~~$567,803~~$416,106 were ~~made~~declared to the Limited Partners for ~~2017~~2022 and ~~2016,~~2021, respectively. The distributions were made on a quarterly basis and represented Net Cash Flow, as defined, except as discussed below. These distributions should not be compared with dividends paid on capital stock by corporations.

~~As part of the Limited Partners' distributions discussed above, the Partnership distributed net sale proceeds of $70,000 in 2017.~~

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCK-

HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(b) Not applicable.

(c) Pursuant to Section 7.7 of the Partnership Agreement, each Limited Partner has the right to present Units to the Partnership for purchase by submitting notice to the Managing General Partner during January or July of each year. The purchase price of the Units is equal to 90% of the net asset value per Unit, as of the first business day of January or July of each year, as determined by the Managing General Partner in accordance with the provisions of the Partnership Agreement. Units tendered to the Partnership during January and July may be repurchased on April 1^st and October 1^st, respectively, of each year subject to the following limitations. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership. During the last three months of 2022, the Company did not purchase any Units.

~~Small Business Issuer Purchases of Equity Securities~~

Period
Total Number
of Units
Purchased
Average
Price Paid
per Unit
Total Number of Units
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number
of Units that May Yet
Be Purchased Under
the Plans or Programs

10/1/17 to 10/31/17 237.80 $784.81 3,276.10(1) (2)

11/1/17 to 11/30/17 -- -- -- --

12/1/17 to 12/31/17 -- -- -- --

~~(1)~~

~~The Partnership's repurchase plan is mandated by the Partnership Agreement as included in the prospectus related to the original offering of the Units.~~

~~(2)~~

~~The Partnership Agreement contains annual limitations on repurchases described in the paragraph above and has no expiration date.~~

~~Page 7 of 40~~

~~ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCK-~~

~~HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~

Other Information

Effective April 11, 2016, the Financial Industry Regulatory Authority ~~("FINRA"~~(“FINRA”) implemented Rule 2310, a revised rule that requires securities broker-dealers to report on customer account statements the value of investment units of non-traded securities, such as REITs, LLCs and Limited Partnerships, provided that the per unit value is derived using methodology set forth by the rule.

At December 31, ~~2017,~~2022, the estimated value of the Partnership's Units was ~~$866~~$845 per Unit. The Managing General Partner is the party responsible for the estimated value per Unit. The estimated value was derived using methodology that conforms to standard industry practice and based upon material assistance and/or confirmation by third-party valuation expert(s), in accordance with the appraised value method set forth in FINRA Rule 2340(c)(1)(B). ~~Third-party valuation services were provided by:~~

~~Justin Zahn – Commercial Investment Advisors, Scottsdale, AZ~~

~~Brad Gibbs – SRS Real Estate Partners, Dallas, TX~~

~~Ken Hedrick – Newmark Knight Frank, Tulsa, OK~~

~~John Hottle – Hottle Appraisal Company, St. Louis, MO~~

~~The expertise provided by these parties included brokerage, valuation, and appraisal services~~In determining the estimated value of each property, the Managing General Partner relied on some or all of the following external information sources, as well as its own experience in the commercial, net leased ~~properties. We provided~~property industry and knowledge of each ~~third-party valuation expert~~property:

●

Opinions of value from real estate brokerage firms

●

Appraisal reports from independent commercial property appraisers

●

Industry market reports from real estate brokerage and appraisal firms

●

Market values from comparable properties listed for sale or recently sold

●

Interviews with ~~a unique set of assets from the registrant's portfolio. In response, the third-party valuation experts provided cap rate analysis,~~real estate brokers and ~~the logic behind such analysis, for each of the assets. Thereafter, we reviewed the analysis with the third-party valuation experts to fully understand the~~tenants

●

Tenant financial reports and other credit information, ~~presented. We then used this information, as well as our own independent analysis, to establish and/or confirm asset values.~~where available

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCK-

HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The per Unit value was the aggregate estimated value of the Partnership's assets less the Partnership's liabilities, and less the value attributable to the interest of the General Partners, divided by the number of Units outstanding. The Partnership's cash, receivables and liabilities were valued at face ~~value.~~value as of September 30, 2022. Each of the Partnership's properties were valued by dividing their annual rental income as of December 1, ~~2017~~2022 by a capitalization rate the Managing General Partner believed, based upon ~~material assistance and/or confirmation by~~ the aforementioned ~~third-party~~ valuation ~~experts,~~process, to be representative of the retail market for the sale of each property. The resulting value for each property was reviewed to determine that it also reflected circumstances that may have been unique to each specific property. For recently acquired properties, an appraisal report received at or near the time of acquisition from an independent commercial property appraiser was used to determine the value of the property. The appraisal report is used to value the property for approximately one year after the date of acquisition. The valuations were estimates only, and were based on a number of assumptions which may not be accurate or complete. In addition, property values are subject to change and could decline after the date of the valuations. Accordingly, this estimated value should not be viewed as the amount at which a Limited Partner may be able to sell ~~his~~ units, or the fair market value of the Partnership properties, nor does it represent the amount of net proceeds Limited Partners would receive if the Partnership properties were sold and the proceeds distributed in a liquidation of the Partnership.

~~Page 8 of 40~~

~~ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCK-~~

~~HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~

The following table provides a breakdown of each major asset type, liabilities and the number of Units that were used to calculate the estimated value per Unit, using the methodology described above, as of December 31, ~~2017~~2022 and ~~2016:~~2021:

December 31,
2017

December 31,
2016
Properties $ 11,220,000 $ 11,426,000
Cash 904,000 1,117,000
Current Liabilities (195,000) (201,000)
Value attributable to the interest of the General Partners (119,000) (123,000)
Value attributable to the interest of the Limited Partners $ 11,810,000 $ 12,219,000
Limited Partnership Units outstanding 13,641 14,002

		December 31, 2022		December 31, 2021
Properties	$	9,971,000	$	8,845,000
Cash		341,000		1,340,000
Current liabilities		(286,000)		(151,000)
Value attributable to the interest of the General Partners		(100,000)		(101,000)
Value attributable to the interest of the Limited Partners	$	9,926,000	$	9,933,000
Limited Partnership Units outstanding		11,749		12,063

ITEM 6. ~~SELECTED FINANCIAL DATA.~~(Reserved)

~~Not required for a smaller reporting company.~~

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS.

This section contains "forward-looking statements" which represent management's expectations or beliefs concerning future events, including statements regarding anticipated application of cash, expected returns from rental income, growth in revenue, the sufficiency of cash to meet operating expenses, rates of distribution, and other matters. These, and other forward-looking statements, should be evaluated in the context of a number of factors that may affect the Partnership's financial condition and results of operations, including the following:

—

~~Market and economic conditions which affect the value of the properties the Partnership owns and the cash from rental income such properties generate;~~

—

~~the federal income tax consequences of rental income, deductions, gain on sales and other items and the effects of these consequences for the Partners;~~

—

~~resolution by the General Partners of conflicts with which they may be confronted;~~

—

~~the success of the General Partners of locating properties with favorable risk return characteristics;~~

—

~~the effect of tenant defaults; and~~

—

~~the condition of the industries in which the tenants of properties owned by the Partnership operate.~~

~~Page 9~~—

Market and economic conditions which affect the value of 40

the properties the Partnership owns and the cash from rental income such properties generate;

~~ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)~~

—

the federal income tax consequences of rental income, deductions, gain on sales and other items and the effects of these consequences for the Partners;

—

resolution by the General Partners of conflicts with which they may be confronted;

—

the success of the General Partners of locating properties with favorable risk return characteristics;

—

the effect of tenant defaults; and

—

the condition of the industries in which the tenants of properties owned by the Partnership operate.

Application of Critical Accounting Policies

The ~~Partnership's~~Partnership’s financial statements have been prepared in accordance with US GAAP. Preparing the financial statements requires management to use judgment in the application of these accounting policies, including making estimates and assumptions. These judgments will affect the reported amounts of the ~~Partnership's~~Partnership’s assets and liabilities and the disclosure of contingent assets and liabilities as of the dates of the financial statements and will affect the reported amounts of revenue and expenses during the reporting periods. It is possible that the carrying amount of the ~~Partnership's~~Partnership’s assets and liabilities, or the results of reported operations, will be affected if ~~management's~~management’s estimates or assumptions prove inaccurate.

Management of the Partnership evaluates the following accounting estimates on an ongoing basis, and has discussed the development and selection of these estimates and the management discussion and analysis disclosures regarding them with the ~~managing partner~~Managing Partner of the Partnership.

Allocation of Purchase Price of Acquired Properties

Upon acquisition of real properties, the Partnership records them in the financial statements at cost. The purchase price is allocated to tangible assets, consisting of land and building, and to identified intangible assets and liabilities, which may include the value of above market and below market leases and the value of in-place leases. The allocation of the purchase price is based upon the relative fair value of each component of the property. Although independent appraisals may be used to assist in the determination of fair value, in many cases these values will be based upon ~~management's~~management’s assessment of each property, the selling prices of comparable properties and the discounted value of cash flows from the asset.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

The fair values of above market and below market in-place leases will be recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases measured over a period equal to the non-cancelable term of the lease including any bargain renewal periods. The above market and below market lease values will be capitalized as intangible lease assets or liabilities. Above market lease values will be amortized as an adjustment of rental income over the remaining term of the respective leases. Below market lease values will be amortized as an adjustment of rental income over the remaining term of the respective leases, including any bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above market and below market in-place lease values relating to that lease would be recorded as an adjustment to rental income.

~~Page 10 of 40~~

~~ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)~~

The fair values of in-place leases will include estimated direct costs associated with obtaining a new tenant, and opportunity costs associated with lost rentals which are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant may include commissions, tenant improvements, and other direct costs and are estimated, in part, by ~~management's~~management’s consideration of current market costs to execute a similar lease. These direct costs will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. The value of opportunity costs will be calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These intangibles will be included in intangible lease assets on the balance sheet and will be amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.

The determination of the relative fair values of the assets and liabilities acquired will require the use of significant assumptions with regard to the current market rental rates, rental growth rates, discount and capitalization rates, interest rates and other variables. If ~~management's~~management’s estimates or assumptions prove inaccurate, the result would be an inaccurate allocation of purchase price, which could impact the amount of reported net income.

Carrying Value of Properties

Properties are carried at original cost, less accumulated depreciation and amortization. The Partnership tests long-lived assets for recoverability when events or changes in circumstances indicate that the carrying value may not be recoverable. For properties the Partnership will hold and operate, management determines whether impairment has occurred by comparing the ~~property's~~property’s probability-weighted future undiscounted cash flows to its current carrying value. For properties held for sale, management determines whether impairment has occurred by comparing the ~~property's~~property’s estimated fair value less cost to sell to its current carrying value. If the carrying value is greater than the net realizable value, an impairment loss is recorded to reduce the carrying value of the property to its net realizable value. Changes in these assumptions or analysis may cause material changes in the carrying value of the properties.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS. (Continued)

Allocation of Expenses

AEI Fund Management, Inc. allocates expenses to each of the funds they manage primarily on the basis of the number of hours devoted by their employees to each ~~fund's~~fund’s affairs. They also allocate expenses at the end of each month that are not directly related to a ~~fund's~~fund’s operations based upon the number of investors in the fund and the ~~fund's~~fund’s capitalization relative to other funds they manage. The Partnership reimburses these expenses subject to detailed limitations contained in the Partnership Agreement.

~~Page 11~~

Factors Which May Influence Results of 40Operations

~~Page 30 of 40~~

Tenants	Industry		2022		2021

Best Buy Stores, L.P.	Retail	$	0	$	129,395
Bollinger Dialysis, LLC	Medical		47,093		0
St. Vincent Health System	Medical		131,197		126,169
Talecris Plasma Resources, Inc.	Medical		174,208		168,527
Advance Stores Company	Retail		81,861		81,861
Aggregate rental income of major tenants		$	434,359	$	505,952
Aggregate rental income of major tenants as a percentage of total rental income			93%		99%

~~AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2017 AND 2016~~

(6) ~~Partners'~~Partners’ Capital –

For the years ended December 31, ~~2017~~2022 and ~~2016,~~2021, the Partnership declared distributions of ~~$575,862~~$417,108 and ~~$585,364,~~$428,975, respectively. The Limited Partners ~~received~~were allocated distributions of ~~$560,000~~$404,595 and ~~$567,803~~$416,106 and the General Partners ~~received~~were allocated distributions of ~~$15,862~~$12,513 and ~~$17,561~~$12,869 for the years ended December 31, 2022 and 2021, respectively. The Limited Partners' distributions represented ~~$40.43~~$34.21 and ~~$39.94~~$33.71 per Limited Partnership Unit outstanding using ~~13,850~~11,828 and ~~14,217~~12,342 weighted average Units in ~~2017~~2022 and ~~2016,~~2021, respectively. The distributions represented ~~$14.04~~$34.21 and ~~$14.74~~$5.28 per Unit of Net Income and ~~$26.39~~$0 and ~~$25.20~~$28.43 per Unit of return of capital in ~~2017~~2022 and ~~2016,~~2021, respectively.

As part of the distributions discussed above, the Partnership distributed net sale proceeds (from a property sale completed in 2015) of $70,707 in 2017. The Limited Partners received distributions of $70,000 and the General Partners received distributions of $707. The Limited Partners' distributions represented $5.04 per Unit.

The Partnership may repurchase Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership.

~~On April 1, 2017,~~

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022 AND 2021

(6) Partners’ Capital – (Continued)

During 2022, the Partnership repurchased a total of ~~123.00~~313.86 Units for ~~$96,641~~$232,475 from ~~four~~21 Limited Partners in accordance with the Partnership Agreement. The Partnership acquired these Units using ~~Net Cash Flow from operations. On October 1, 2017,~~net sales proceeds. During 2021, the Partnership repurchased a total of ~~237.80~~628.55 Units for ~~$186,627~~$467,790 from ~~eight~~38 Limited ~~Partners.~~Partners in accordance with the Partnership Agreement. The Partnership acquired these Units using net sale proceeds. On April 1, 2016, the Partnership repurchased a total of 98.52 Units for $75,011 from seven Limited Partners. The Partnership acquired these Units using Net Cash Flow from operations. On October 1, 2016, the Partnership repurchased a total of 254.22 Units for $193,562 from 15 Limited Partners. The Partnership acquired these Units using net salesales proceeds. The repurchases increase the remaining Limited Partners' ownership interest in the Partnership. As a result of these repurchases and pursuant to the Partnership Agreement, the General Partners received distributions of ~~$4,874~~$2,348 and ~~$4,275~~$4,725 in ~~2017~~2022 and ~~2016,~~2021, respectively.

~~Page 31 of 40~~

~~AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2017 AND 2016~~

(7) Income Taxes –

The following is a reconciliation of net income for financial reporting purposes to income reported for federal income tax purposes for the years ended December 31:

2017

2016

Net Income for Financial Reporting Purposes $ 299,873 $ 293,171

Depreciation for Tax Purposes Under Depreciation
and Amortization for Financial Reporting Purposes
144,635 143,481

Income Accrued for Tax Purposes Under
Income for Financial Reporting Purposes

0

(2,874)

Taxable Income to Partners $

444,508

$

433,778

		2022		2021

Net Income for Financial Reporting Purposes	$	598,495	$	67,186

Depreciation for Tax Purposes Under Depreciation and Amortization for Financial Reporting Purposes		128,836		138,833

Income Accrued for Tax Purposes Under Income for Financial Reporting Purposes		14,743		0

Gain on Sale of Real Estate for Tax Purposes Under Gain for Financial Reporting Purposes		(384,809)		0
Taxable Income to Partners	$	357,265	$	206,019

The following is a reconciliation of Partners' capital for financial reporting purposes to Partners' capital reported for federal income tax purposes for the years ended December 31:

2017

2016

Partners' Capital for Financial Reporting Purposes $ 7,792,215 $ 8,356,346

Adjusted Tax Basis of Investments in Real Estate
    Over Net Investments in Real Estate
    for Financial Reporting Purposes
1,099,025 954,390

Income Accrued for Tax Purposes Over
    Income for Financial Reporting Purposes
9,620 9,620

Syndication Costs Treated as Reduction
    of Capital For Financial Reporting Purposes

2,418,726

2,418,726

Partners' Capital for Tax Reporting Purposes $

11,319,586

$

11,739,082

		2022		2021

Partners' Capital for Financial Reporting Purposes	$	7,086,741	$	7,140,177

Adjusted Tax Basis of Investments in Real Estate Over Net Investments in Real Estate for Financial Reporting Purposes		850,487		1,091,717

Syndication Costs Treated as Reduction of Capital For Financial Reporting Purposes		2,418,726		2,418,726
Partners' Capital for Tax Reporting Purposes	$	10,355,954	$	10,650,620

~~Page 32 of 40~~35

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

(a) Disclosure Controls and Procedures

Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing General Partner of the Partnership evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the ~~"Exchange Act"~~“Exchange Act”)). Based upon that evaluation, the President and Chief Financial Officer of the Managing General Partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing General Partner, in a manner that allows timely decisions regarding required disclosure.

(b) Internal Control Over Financial Reporting.

(i) ~~Management's~~Management’s Report on Internal Control Over Financial Reporting. The Managing General Partner, through its management, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, and for performing an assessment of the effectiveness of our internal control over financial reporting as of December 31, ~~2017.~~2022. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management of the Managing General Partner; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership's assets that could have a material effect on the financial statements.

Management of the Managing General Partner performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, ~~2017~~2022 based upon criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ~~("COSO"~~(“COSO”). Based on our assessment, management of the Managing General Partner determined that our internal control over financial reporting was effective as of December 31, ~~2017~~2022 based on the criteria in Internal Control-Integrated Framework (2013) issued by the COSO.

~~Page 33 of 40~~

ITEM 9A. CONTROLS AND PROCEDURES. (Continued)

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

(ii) Changes in Internal Control Over Financial Reporting. During the most recent period covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The registrant is a limited partnership and has no officers, directors, or direct employees. The General Partners manage and control the Partnership's affairs and have general responsibility and the ultimate authority in all matters affecting the Partnership's business. The General Partners are AEI Fund Management XXI, Inc. ~~("AFM"~~(“AFM”), the Managing General Partner, and the Estate of Robert P. Johnson, ~~Chief Executive Officer, President and sole director of AFM,~~ the Individual General Partner. AFM is a wholly owned subsidiary of AEI Capital Corporation of which ~~Mr.~~the Robert P. Johnson ~~is the~~Trust and Patricia Johnson own a majority ~~shareholder.~~interest. AFM has only one senior financial executive, its Chief Financial Officer. The Chief Financial Officer reports directly to ~~Mr. Johnson~~Marni J. Nygard, President of AFM, and Kevin Steele, Chief Operating Officer of AFM, and is accountable for his actions to ~~Mr. Johnson.~~both. Although ~~Mr. Johnson and~~ AFM ~~require~~requires that all of ~~their~~its personnel, including the Chief Financial Officer, engage in honest and ethical conduct, ensure full, fair, accurate, timely, and understandable disclosure, comply with all applicable governmental laws, rules and regulations, and report to Ms. Nygard and Mr. ~~Johnson~~Steele any deviation from these principles, because the organization is composed of only approximately 4540 individuals, because the management of a ~~partnership~~company by an entity that has different interests in distributions and income than investors involves numerous conflicts of interest that must be resolved on a daily basis, and because the ultimate decision ~~maker~~makers in all instances is Ms. Nygard and Mr. ~~Johnson,~~Steele, AFM has not adopted a formal code of conduct. Instead, the materials pursuant to which investors purchase Units disclose these conflicts of interest in detail and ~~Mr. Johnson,~~Ms. Nygard, as the ~~CEO and sole director~~President of AFM, ~~resolves~~and Mr. Steele, as Chief Operating Officer of AFM, resolve conflicts to the best of ~~his~~their ability, consistent with ~~his~~their fiduciary obligations to AFM and the fiduciary obligations of AFM to the Partnership. The director and officers of AFM are as follows:

~~Page 34 of 40~~37

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

(Continued)

Robert P. Johnson, ~~age 73, is~~deceased, was Chief Executive Officer ~~President~~ and sole director and ~~has~~had held these positions since the formation of AFM in August 1994, and ~~has~~had been elected to continue in these positions until December ~~2018.~~2021. He was President of AFM from August 1994 to July 2019. From 1970 to ~~the present,~~his date of death, May 22, 2021, he ~~has~~had been employed exclusively in the investment industry, specializing in limited partnership investments. In that capacity, he ~~has been~~was involved in the development, analysis, marketing and management of public and private investment programs investing in net lease properties as well as public and private investment programs investing in energy development. Since 1971, Mr. Johnson ~~has been~~was the president, a director and a registered principal of AEI Securities, Inc., which is registered with the SEC as a securities broker-dealer, is a member of the Financial Industry Regulatory Authority (FINRA) and is a member of the Security Investors Protection Corporation (SIPC). Mr. Johnson ~~has been president,~~was Chief Executive Officer, a director and the principal shareholder of AEI Fund Management, Inc., a real estate management company founded by him, since 1978. Mr. Johnson ~~is currently~~was a general partner or principal of the general partner in ~~nine~~eight limited partnerships up until his date of death.

Marni J. Nygard, Esq., age 48, is President of AFM and has held this position since July 11, 2019, when she assumed the role from Mr. Johnson. She has been elected to continue in this position until December 2023. Ms. Nygard continues as Chief Investment Officer for AEI and is a ~~managing member~~General Securities Principal of AEI Securities, Inc. She joined AEI in ~~five LLCs.~~2005 and is responsible for the implementation of AEI’s acquisition investment objectives and strategies. As President, she drives corporate initiatives for the development, analysis, marketing and management of AEI public and private Funds investing in net leased commercial properties. Prior to joining AEI, she was employed as an attorney at CI Title in St. Paul, Minnesota in the residential and commercial property departments.

~~Patrick W. Keene,~~

Kevin S. Steele, age ~~58,~~59, is Chief Operations Officer and has held this position since August 1, 2020. He joined AEI in 2012 and is responsible for AEI’s net lease commercial property acquisition strategy and sourcing through the development of business relationships with preferred corporate developers, tenant corporations, and net lease property owners. Kevin is responsible for leading the execution of the organizational strategy established by the leadership team. Kevin has more than 30 years of sales, marketing, and corporate business operations experience. Prior to joining AEI, he was employed with Sheraton Hotels and Stan Johnson Company as well as the owner operator of a Midwest grocery company.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

(Continued)

Keith E. Petersen, CPA (inactive), age 48, is Chief Financial Officer, Treasurer and Secretary of AFM and has held these positions since ~~January 22, 2003 and~~February 1, 2020. He has been elected to continue in these positions until December ~~2018.~~2023. Mr. ~~Keene~~Petersen has been employed by AEI Fund Management, Inc. and affiliated entities since ~~1986.~~November 2016. Prior to being elected to the positions above, he was Controller of the various entities. ~~From 1982~~Prior to ~~1986, Mr. Keene~~joining AEI, Keith was employed with ~~KPMG Certified Public Accountants, first~~Pine River Capital Management as the Vice President of Tax Compliance and with Deloitte, an ~~auditor~~international accounting and ~~later~~auditing firm, as a ~~tax manager. Mr. Keene is responsible for all accounting functions of AFM and the registrant.~~Senior Tax Manager.

~~Since Mr. Johnson serves as the Individual General Partner of the Partnership, as well as the sole director of AFM, all~~

All of the duties that might be assigned to an audit committee are assigned to ~~Mr. Johnson. Mr.~~Patricia Johnson, the wife of the deceased. Mrs. Johnson is not an audit committee financial expert, as defined. As an officer and majority owner, through a parent company, of AFM, and as the Individual General Partner, Mr. Johnson is not a "disinterested director" and may be subject to a number of conflicts of interests in his capacity as sole director of AFM.

Before the independent auditors are engaged, ~~Mr.~~Mrs. Johnson, as the sole director of AFM, approves all audit-related fees, and all permissible nonaudit fees, for services of our auditors.

Section 16(a) Beneficial Ownership Reporting Compliance

Under federal securities laws, the directors and officers of the General Partner of the Partnership, and any beneficial owner of more than 10% of a class of equity securities of the Partnership, are required to report their ownership of the Partnership's equity securities and any changes in such ownership to the Securities and Exchange Commission (the "Commission"). Specific due dates for these reports have been established by the Commission, and the Partnership is required to disclose in this Annual Report on 10-K any delinquent filing of such reports and any failure to file such reports during the fiscal year ended December 31, ~~2017.~~2022. Based upon information provided by officers and directors of the General Partner, all officers, directors and 10% owners filed all reports on a timely basis in the ~~2017~~2022 fiscal year.

~~Page 35 of 40~~

ITEM 11. EXECUTIVE COMPENSATION.

The General Partner and affiliates are reimbursed at cost for all services performed on behalf of the registrant and for all third party expenses paid on behalf of the registrant. The cost for services performed on behalf of the registrant is based on actual time spent performing such services plus an overhead burden. These services include organizing the registrant and arranging for the offer and sale of Units, reviewing properties for acquisition and rendering administrative, property management, and property sales services. The amount and nature of such payments are detailed in Item 13 of this annual report on Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information pertaining to the ownership of the Units by each person known by the Partnership to beneficially own 5% or more of the Units, by each General Partner, and by each officer or director of the Managing General Partner as of February 28, ~~2018:~~2023:

Name and Address
of Beneficial Owner
Number of
Units Held
Percent
of Class

AEI Fund Management XXI, Inc. 22 0.16%
Robert P. Johnson 0 0.00%
Patrick W. Keene 0 0.00%
Address for all: 1300 Wells Fargo Place, 30 East 7th Street, St. Paul, Minnesota 55101

Andrea B. Currier 824.74227 6.05%
P.O. Box E, The Plains, Virginia 20198

Name and Address of Beneficial Owner	Number of Units Held	Percent of Class

AEI Fund Management XXI, Inc.	22	0.18%
Patricia L. Johnson	0	0.00%
Marni J. Nygard	0	0.00%
Kevin S. Steele	0	0.00%
Keith E. Petersen	0	0.00%
Address for all: 1300 Wells Fargo Place, 30 East 7th Street, St. Paul, Minnesota 55101

Andrea B. Currier	824.74227	7.02%
P.O. Box E, The Plains, Virginia 20198

The persons set forth in the preceding table hold sole voting power and power of disposition with respect to all of the Units set forth opposite their names.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE.

The registrant, AFM and its affiliates have common management and utilize the same facilities. As a result, certain administrative expenses are allocated among these related entities. All of such activities and any other transactions involving the affiliates of the General Partner of the registrant are governed by, and are conducted in conformity with, the limitations set forth in the Limited Partnership Agreement of the registrant. Reference is made to Note 3 of the Financial Statements, as presented, and is incorporated herein by reference, for details of related party transactions for the years ended December 31, ~~2017~~2022 and ~~2016.~~2021.

Neither the registrant, nor the Managing General Partner of the registrant, has a board of directors consisting of any members who are ~~"independent." The~~“independent.” In 2020 through date of his death, the sole director of the Managing General Partner, Robert P. Johnson, iswas also the Individual General Partner of the registrant, and iswas the Chief Executive Officer, and indirectly the principal owner, of the Managing General Partner. Patricia Johnson now serves as the sole director of the Managing General Partner. Accordingly, there is no disinterested board, or other functioning body, that reviews related party transactions, or the transactions between the registrant and the General Partners, except as performed in connection with the audit of its financial statements.

~~Page 36 of~~

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE. (Continued)

The limitations included in the Partnership Agreement require that the cumulative reimbursements to the General Partners and their affiliates for certain expenses will not exceed an amount equal to the sum of (i) 20% of gross offering proceeds, (ii) 5% of Net Cash Flow for property management, (iii) 3% of Net Proceeds of Sale, and (iv) 10% of Net Cash Flow less the Net Cash Flow actually distributed to the General Partners. The cumulative reimbursements subject to this limitation are reimbursements for (i) organization and offering expenses, including commissions, (ii) acquisition expenses, (iii) services provided in the sales effort of properties, and (iv) expenses of controlling persons and overhead expenses directly attributable to the forgoing services or attributable to administrative services. As of December 31, ~~2017,~~2022, these cumulative reimbursements to the General Partners and their affiliates did not exceed the limitation amount.

The following table sets forth the forms of compensation, distributions and cost reimbursements paid by the registrant to the General Partners or their Affiliates in connection with the operation of the Fund for the period from inception through December 31, ~~2017.~~2022.

Person or Entity
Receiving
Compensation
Form and Method
of Compensation
Amount Incurred From
Inception (July 31, 1996)
To December 31, 2017

AEI Securities, Inc. Selling Commissions equal to 8% of proceeds plus a 2% nonaccountable expense allowance, most of which was reallowed to Participating Dealers. $ 1,691,722

General Partners and Affiliates Reimbursement at Cost for other Organization and Offering Costs. $ 762,880

General Partners and Affiliates Reimbursement at Cost for all Acquisition Expenses. $ 581,027

General Partners and Affiliates Reimbursement at Cost for providing administrative services to the Fund, including all expenses related to management of the Fund's properties and all other transfer agency, reporting, partner relations and other administrative functions. $ 3,339,487

General Partners and Affiliates Reimbursement at Cost for providing services related to the disposition of the Fund's properties. $ 679,856

General Partners 3% of Net Cash Flow in any fiscal year. $ 511,656

General Partners 1% of distributions of Net Proceeds of Sale until Limited Partners have received an amount equal to (a) their Adjusted Capital Contributions, plus (b) an amount equal to 9% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously distributed. 10% of distributions of Net Proceeds of Sale thereafter. $ 42,784


Person or Entity Receiving Compensation	Form and Method of Compensation	Amount Incurred From Inception (July 31, 1996) To December 31, 2022

AEI Securities, Inc.	Selling Commissions equal to 8% of proceeds plus a 2% nonaccountable expense allowance, most of which was reallowed to Participating Dealers.		$	1,691,722

General Partners and Affiliates	Reimbursement at Cost for other Organization and Offering Costs.		$	762,880

General Partners and Affiliates	Reimbursement at Cost for all Acquisition Expenses.		$	629,927

General Partners and Affiliates	Reimbursement at Cost for providing administrative services to the Fund, including all expenses related to management of the Fund's properties and all other transfer agency, reporting, partner relations and other administrative functions.		$	3,876,539

General Partners and Affiliates	Reimbursement at Cost for providing services related to the disposition of the Fund's properties.		$	715,236

General Partners	3% of Net Cash Flow in any fiscal year.		$	590,005

General Partners	1% of distributions of Net Proceeds of Sale until Limited Partners have received an amount equal to (a) their Adjusted Capital Contributions, plus (b) an amount equal to 9% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously distributed. 10% of distributions of Net Proceeds of Sale thereafter.		$	53,702

~~Page 37 of 40~~41

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following is a summary of the fees billed to the Partnershipby Boulay PLLP for professional services rendered for the years ended December 31, ~~2017~~2022 and ~~2016:~~2021:

Fee Category

2017

2016

Audit Fees $ 17,650 $ 17,100
Audit-Related Fees 0 0
Tax Fees 0 0
All Other Fees

0

0

Total Fees $

17,650

$

17,100

Fee Category		2022		2021

Audit Fees	$	20,087	$	19,010
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total Fees	$	20,087	$	19,010

Audit Fees - Consists of fees billed for professional services rendered for the audit of the ~~Partnership's~~ Partnership’sannual financial statements and review of the interim financial statements included in quarterly reports, and services that are normally provided by Boulay PLLP in connection with statutory and regulatory filings or engagements.

Audit-Related Fees - Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of financial statements and are not reported under "Audit Fees." These services include consultations concerning financial accounting and reporting standards.

Tax Fees - Consists of fees billed for professional services for federal and state tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services other than the services reported above.

Policy for Preapproval of Audit and Permissible Non-Audit Services

Before the Independent Registered Public Accounting Firm is engaged by the Partnership to render audit or non-audit services, the engagement is approved by ~~Mr.~~Mrs. Johnson acting as the ~~Partnership's~~Partnership’s audit committee.

~~Page 38 of 40~~42

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (1) A list of the financial statements contained herein is set forth on page ~~15.~~18.

(a) (2) Schedules are omitted because of the absence of conditions under which they are required or because the required information is presented in the financial statements or related notes.

(a) (3) The Exhibits filed in response to Item 601 of Regulation S-K are listed below.

~~3.1~~

~~Certificate of Limited Partnership (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form SB-2 filed September 13, 1996 [File No. 333-5604]).~~

~~3.2~~

Restated Limited Partnership Agreement to the Prospectus (incorporated by reference to Exhibit A of Amendment No. 2 of the registrant's Registration Statement on Form SB-2 filed August 21, 1997 [File No. 333-5604]).

~~10.1~~

Assignment and Assumption of Lease dated December 29, 2006 between the Partnership, AEI Income & Growth Fund 26 LLC and AEI Fund Management XVII, Inc. relating to the Property at 1516 South Washington Street, Crawfordsville, Indiana (incorporated by reference to Exhibit 10.1 of Form 8-K filed January 8, 2007).

~~10.2~~

Assignment and Assumption of Lease dated January 19, 2007 between the Partnership, AEI Income & Growth Fund 24 LLC and AEI Fund Management, Inc. relating to the Property at 4460 32nd Avenue South, Grand Forks, North Dakota (incorporated by reference to Exhibit 10.2 of Form 8-K filed January 25, 2007).

~~10.3~~

Assignment and Assumption of Lease dated October 6, 2008 between the Partnership, AEI Income & Growth Fund 24 LLC, AEI Income & Growth Fund 27 LLC and Ryan Companies US, Inc. relating to the Property at 700 North Edwards Boulevard, Lake Geneva, Wisconsin (incorporated by reference to Exhibit 10.2 of Form 8-K filed October 10, 2008).

~~31.1~~

~~Certification of Chief Executive Officer of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~

~~Certification of Chief Financial Officer of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.~~

32	~~Certification of Chief Executive Officer and Chief Financial Officer of General Partner pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~Page 39~~3.1

Certificate of 40Limited Partnership (incorporated by reference to Exhibit 3.1 of the registrant's Registration Statement on Form SB-2 filed September 13, 1996 [File No. 333-5604]).

3.2

10.1

10.2

Purchase and Sale Agreement dated January 10, 2019 between the Partnership, AEI Income and Growth Fund 26 LLC and Joe Properties, LLC relating to the property at 1516 South Washington Street, Crawfordsville, Indiana (incorporated by reference to Exhibit filed with Form 8-K filed April 12, 2019).

10.3

Purchase and Sale Agreement dated July 9, 2019 between the Partnership, AEI Income and Growth Fund 24 LLC and Agree Development, LLC relating to the property at 4460 32^nd Avenue South, Grand Forks, North Dakota (incorporated by reference to Exhibit filed with Form 8-K filed August 6, 2019).

31.1

Certification of Chief Executive Officer of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer of General Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer and Chief Financial Officer of General Partner pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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


	AEI INCOME & GROWTH FUND XXII
	Limited Partnership
	By:	AEI Fund Management XXI, Inc.
		Its Managing General Partner


March ~~28, 2018~~30, 2023	By:	/s/ ~~ROBERT P JOHNSON~~Marni J Nygard
		~~Robert P. Johnson,~~ Marni J. Nygard, President ~~and Director~~
		(Principal Executive Officer)

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.

Name	Title	Date


~~/s/ ROBERT P JOHNSON~~/s/ Marni J Nygard	President ~~(Principal Executive Officer)~~	March ~~28, 2018~~30, 2023
~~Robert P. Johnson~~Marni J Nygard	~~and Sole Director of Managing General~~
	~~Partner~~ (Principal Executive Officer)

~~/s/ PATRICK W KEENE~~
/s/ Keith E Petersen	Chief Financial Officer and Treasurer	March ~~28, 2018~~30, 2023
~~Patrick W. Keene~~Keith E. Petersen	(Principal Accounting Officer)


		Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 542)		1618 – 19

Balance Sheets as of December 31, ~~2017~~2022 and ~~2016~~2021		1720

Statements for the Years Ended December 31, ~~2017~~2022 and ~~2016:~~2021:

	Income	1821

	Cash Flows	1922

	Changes in ~~Partners'~~Partners’ Capital ~~(Deficit)~~	2023

Notes to Financial Statements		2125 – 3235

/s/ ~~BOULAY PLLP~~
Boulay PLLP Boulay PLLP

We have served as the ~~Partnership's~~Partnership’s auditor since ~~1996~~1996.
Minneapolis, Minnesota
~~Minneapolis, Minnesota~~
March ~~28, 2018~~30, 2023

	December 31,			December 31,
	2017			2016
Current Assets:
Cash	$	913,966		$	1,117,341

Real Estate Investments:
Land		2,367,033			2,367,033
Buildings		6,631,829			6,631,829
Acquired Intangible Lease Assets		932,882			932,882
Real Estate Held for Investment, at cost		9,931,744			9,931,744
Accumulated Depreciation and Amortization		(2,871,573	)		(2,513,257	)
Real Estate Held for Investment, Net		7,060,171			7,418,487
Total Assets	$	7,974,137		$	8,535,828

		December 31,		December 31,
		2022		2021
Current Assets:
Cash	$	256,165	$	1,291,115
Receivable		6,822		20,191
Total Current Assets		262,987		1,311,306

Real Estate Investments:
Land		1,923,065		1,867,879
Buildings		5,382,608		5,543,826
Acquired Intangible Lease Assets		1,415,859		1,181,359
Real Estate Held for Investment, at Cost		8,721,532		8,593,064
Accumulated Depreciation and Amortization		(1,691,249)		(2,641,740)
Real Estate Held for Investment, Net		7,030,283		5,951,324
Total Assets	$	7,293,270	$	7,262,630

Current Liabilities:
Payable to AEI Fund Management, Inc.	$	29,826		$	24,914
Distributions Payable		142,476			144,948
Unearned Rent		9,620			9,620
Total Current Liabilities		181,922			179,482

Partners' Capital (Deficit):
General Partners		(24,751	)		(13,011	)
Limited Partners – 24,000 Units authorized; 13,641 and 14,002 Units issued and outstanding as of December 31, 2017 and 2016, respectively		7,816,966			8,369,357
Total Partners' Capital		7,792,215			8,356,346
Total Liabilities and Partners' Capital	$	7,974,137		$	8,535,828

Period	Total Number of Units Purchased	Average Price Paid per Unit	Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Units that May Yet Be Purchased Under the Plans or Programs

10/1/17 to 10/31/17	237.80	$784.81	3,276.10(1)	(2)

11/1/17 to 11/30/17	--	--	--	--

12/1/17 to 12/31/17	--	--	--	--

		December 31, 2017		December 31, 2016
Properties	$	11,220,000	$	11,426,000
Cash		904,000		1,117,000
Current Liabilities		(195,000)		(201,000)
Value attributable to the interest of the General Partners		(119,000)		(123,000)
Value attributable to the interest of the Limited Partners	$	11,810,000	$	12,219,000
Limited Partnership Units outstanding		13,641		14,002

Current Liabilities:
Payable to AEI Fund Management, Inc.	$	87,973	$	16,784
Unearned Revenue		14,743		0
Distributions Payable		103,813		105,669
Total Current Liabilities		206,529		122,453

Partners’ Capital:
General Partners		5,050		(7,021)
Limited Partners – 24,000 Units authorized; 11,749.37 and 12,063.23 Units issued and outstanding as of December 31, 2022 and 2021, respectively		7,081,691		7,147,198
Total Partners' Capital		7,086,741		7,140,177
Total Liabilities and Partners' Capital	$	7,293,270	$	7,262,630

	Year Ended December 31
	2017		2016

Rental Income	$	754,601	$	749,396

Expenses:
Partnership Administration – Affiliates		111,769		113,791
Partnership Administration and Property Management – Unrelated Parties		37,318		37,573
Depreciation and Amortization		308,564		308,444
Total Expenses		457,651		459,808

Operating Income		296,950		289,588

Other Income:
Interest Income		2,923		3,583

Net Income	$	299,873	$	293,171

Net Income Allocated:
General Partners	$	8,996	$	8,795
Limited Partners		290,877		284,376
Total	$	299,873	$	293,171

Net Income per Limited Partnership Unit	$	21.00	$	20.00

Weighted Average Units Outstanding – Basic and Diluted		13,850		14,217


		Years Ended December 31
		2022		2021

Rental Income	$	466,091	$	510,679

Expenses:
Partnership Administration – Affiliates		109,723		113,025
Partnership Administration and Property Management – Unrelated Parties		59,054		57,731
Depreciation and Amortization		231,195		274,220
Total Expenses		399,972		444,976

Operating Income		66,119		65,703

Other Income:
Gain on Sale of Real Estate		524,668		0
Interest Income		7,708		1,483
Total Other Income		532,376		1,483

Net Income	$	598,495	$	67,186

Net Income Allocated:
General Partners	$	26,932	$	2,016
Limited Partners		571,563		65,170
Total	$	598,495	$	67,186

Net Income per Limited Partnership Unit	$	48.32	$	5.28

Weighted Average Units Outstanding – Basic and Diluted		11,828		12,342

		2017				2016
		Cost		Accumulated Amortization		Cost		Accumulated Amortization
In-Place Lease Intangibles (weighted average life of 53 and 65 months, respectively)	$	418,089	$	233,539	$	418,089	$	190,247

Above-Market Lease Intangibles (weighted average life of 67 and 79 months, respectively)		514,793		237,057		514,793		187,305
Acquired Intangible Lease Assets	$	932,882	$	470,596	$	932,882	$	377,552

	Amortization Expense for In-Place Lease Intangibles		Decrease to Rental Income for Above-Market Leases

2018	$	43,292	$	49,752
2019		43,292		49,752
2020		32,869		49,752
2021		29,396		49,752
2022		21,311		44,215
	$	170,160	$	243,223

2018	$	768,238
2019		663,266
2020		591,170
2021		474,878
2022		443,448
Thereafter		962,378
	$	3,903,378

2023	$	610,413
2024		464,973
2025		425,537
2026		413,568
2027		419,962
Thereafter		650,329
	$	2,984,782

Property	Land		Buildings		Total		Accumulated Depreciation

Advance Auto Parts, Indianapolis, IN	$	537,914	$	706,259	$	1,244,173	$	311,930
Applebee's, Crawfordsville, IN		506,030		1,350,626		1,856,656		594,273
Tractor Supply, Grand Forks, ND		238,547		1,165,327		1,403,874		510,799
Best Buy, Lake Geneva, WI		335,142		1,687,104		2,022,246		621,415
Staples, Clermont, FL		239,400		543,942		783,342		134,448
PetSmart, Galveston TX		340,000		280,048		620,048		64,882
St. Vincent Medical Clinic, Lonoke AR		170,000		898,523		1,068,523		163,230
	$	2,367,033	$	6,631,829	$	8,998,862	$	2,400,977


Property	Land		Buildings		Total		Accumulated Depreciation

Advance Auto Parts, Indianapolis, IN	$	537,914	$	706,259	$	1,244,173	$	453,190
DaVita, Hempstead, TX		629,728		2,069,828		2,699,556		20,698
St. Vincent Medical Clinic, Lonoke, AR		170,000		898,523		1,068,523		342,930
Talecris Plasma Facility, Dallas, TX		585,423		1,707,998		2,293,421		165,107
	$	1,923,065	$	5,382,608	$	7,305,673	$	981,925