UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:September 30, 2014

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 7th Street, Suite 1300
St. Paul, Minnesota 55101 / (651) 227-7333
(Address of principal executive offices) / (Registrant’s telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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 (orfor 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.x Yeso 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 (orfor such shorter period that the registrant was required to submit and post such files).x Yeso No

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.

o Large accelerated filer / o Accelerated filer
o Non-accelerated filer / x Smaller reporting company

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

XXX

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

INDEX

Page
Part I – Financial Information
Item 1. / Financial Statements:
Balance Sheet as of September30, 2014 and December31, 2013 / 3
Statements for the Periods ended September30, 2014 and 2013:
Income / 4
Cash Flows / 5
Changes in Partners’ Capital / 6
Notes to Financial Statements / 7 - 12
Item 2. / Management's Discussion and Analysis of Financial
Condition and Results of Operations / 12 - 18
Item 3. / Quantitative and Qualitative Disclosures About Market Risk / 19
Item 4. / Controls and Procedures / 19
Part II – Other Information
Item 1. / Legal Proceedings / 19
Item 1A. / Risk Factors / 19
Item 2. / Unregistered Sales of Equity Securities and Use of Proceeds / 20
Item 3. / Defaults Upon Senior Securities / 20
Item 4. / Mine Safety Disclosures / 20
Item 5. / Other Information / 20
Item 6. / Exhibits / 20
Signatures / 21

XXX

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

BALANCE SHEET

ASSETS

September 30, / December 31,
2014 / 2013
(unaudited)
Current Assets:
Cash / $ / 1,485,608 / $ / 1,629,308
Real Estate Held for Investment:
Land / 2,367,033 / 2,367,033
Buildings and Equipment / 6,628,822 / 6,628,822
Acquired Intangible Lease Assets / 932,882 / 932,882
Real Estate Investments, at cost / 9,928,737 / 9,928,737
Accumulated Depreciation and Amortization / (1,707,323 / ) / (1,438,673 / )
Real Estate Held for Investment, Net / 8,221,414 / 8,490,064
Real Estate Held for Sale / 550,000 / 550,000
Total Real Estate / 8,771,414 / 9,040,064
Total Assets / $ / 10,257,022 / $ / 10,669,372

LIABILITIES AND PARTNERS' CAPITAL

Current Liabilities:
Payable to AEI Fund Management, Inc. / $ / 31,197 / $ / 31,983
Distributions Payable / 134,022 / 228,023
Unearned Rent / 24,027 / 9,058
Total Current Liabilities / 189,246 / 269,064
Partners’ Capital:
General Partners / 642 / 9,608
Limited Partners – 24,000 Units authorized;
15,466 and 15,486 Units issued and outstanding
as of 9/30/14 and 12/31/13, respectively / 10,067,134 / 10,390,700
Total Partners' Capital / 10,067,776 / 10,400,308
Total Liabilities and Partners' Capital / $ / 10,257,022 / $ / 10,669,372

The accompanying Notes to Financial Statements are an integral part of this statement.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENT OF INCOME

(unaudited)

Three Months Ended September 30 / Nine Months Ended September 30
2014 / 2013 / 2014 / 2013
Rental Income / $ / 178,393 / $ / 176,162 / $ / 534,764 / $ / 489,598
Expenses:
Partnership Administration – Affiliates / 37,640 / 34,799 / 110,948 / 109,562
Partnership Administration and Property
Management – Unrelated Parties / 4,559 / 667 / 28,962 / 25,281
Property Acquisition / 0 / 4,919 / 0 / 33,587
Depreciation and Amortization / 77,111 / 77,111 / 231,333 / 207,661
Total Expenses / 119,310 / 117,496 / 371,243 / 376,091
Operating Income / 59,083 / 58,666 / 163,521 / 113,507
Other Income:
Interest Income / 1,073 / 706 / 3,255 / 3,182
Income From Continuing Operations / 60,156 / 59,372 / 166,776 / 116,689
Income (Loss) from Discontinued Operations / (12,269 / ) / 17,762 / (32,369 / ) / 651,935
Net Income / $ / 47,887 / $ / 77,134 / $ / 134,407 / $ / 768,624
Net Income Allocated:
General Partners / $ / 1,436 / $ / 8,914 / $ / 4,032 / $ / 20,938
Limited Partners / 46,451 / 68,220 / 130,375 / 747,686
Total / $ / 47,887 / $ / 77,134 / $ / 134,407 / $ / 768,624
Income (Loss) per Limited Partnership Unit:
Continuing Operations / $ / 3.77 / $ / 3.71 / $ / 10.46 / $ / 7.28
Discontinued Operations / (.77 / ) / .69 / (2.03 / ) / 40.80
Total – Basic and Diluted / $ / 3.00 / $ / 4.40 / $ / 8.43 / $ / 48.08
Weighted Average Units Outstanding –
Basic and Diluted / 15,466 / 15,521 / 15,472 / 15,551

The accompanying Notes to Financial Statements are an integral part of this statement.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENT OF CASH FLOWS

(unaudited)

Nine Months Ended September 30
2014 / 2013
Cash Flows from Operating Activities:
Net Income / $ / 134,407 / $ / 768,624
Adjustments to Reconcile Net Income
To Net Cash Provided by Operating Activities:
Depreciation and Amortization / 268,650 / 265,040
Real Estate Impairment / 0 / 382,526
Gain on Sale of Real Estate / 0 / (954,419 / )
Increase (Decrease) in Payable to
AEI Fund Management, Inc. / (786 / ) / (7,410 / )
Increase (Decrease) in Unearned Rent / 14,969 / 14,640
Total Adjustments / 282,833 / (299,623 / )
Net Cash Provided By
Operating Activities / 417,240 / 469,001
Cash Flows from Investing Activities:
Investments in Real Estate / 0 / (1,680,000 / )
Proceeds from Sale of Real Estate / 0 / 2,670,081
Net Cash Provided By
Investing Activities / 0 / 990,081
Cash Flows from Financing Activities:
Distributions Paid to Partners / (546,985 / ) / (563,268 / )
Redemption Payments / (13,955 / ) / (63,464 / )
Net Cash Used For
Financing Activities / (560,940 / ) / (626,732 / )
Net Increase (Decrease) in Cash / (143,700 / ) / 832,350
Cash, beginning of period / 1,629,308 / 899,910
Cash, end of period / $ / 1,485,608 / $ / 1,732,260

The accompanying Notes to Financial Statements are an integral part of this statement.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

STATEMENT OF CHANGES IN PARTNERS' CAPITAL

(unaudited)

General Partners / Limited Partners / Total / Limited Partnership Units Outstanding
Balance, December 31, 2012 / $ / 4,649 / $ / 10,498,563 / $ / 10,503,212 / 15,611.20
Distributions Declared / (14,272 / ) / (548,996 / ) / (563,268 / )
Redemption Payments / (1,904 / ) / (61,560 / ) / (63,464 / ) / (90.00 / )
Net Income / 20,938 / 747,686 / 768,624
Balance, September 30, 2013 / $ / 9,411 / $ / 10,635,693 / $ / 10,645,104 / 15,521.20
Balance, December 31, 2013 / $ / 9,608 / $ / 10,390,700 / $ / 10,400,308 / 15,485.67
Distributions Declared / (12,579 / ) / (440,405 / ) / (452,984 / )
Redemption Payments / (419 / ) / (13,536 / ) / (13,955 / ) / (20.00 / )
Net Income / 4,032 / 130,375 / 134,407
Balance, September 30, 2014 / $ / 642 / $ / 10,067,134 / $ / 10,067,776 / 15,465.67

The accompanying Notes to Financial Statements are an integral part of this statement.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(unaudited)

(1)The condensed statements included herein have been prepared by the registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited statements.The adjustments made to these condensed statements consist only of normal recurring adjustments.Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading.It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant’s latest annual report on Form 10-K.

(2)Organization –

AEI Income & Growth Fund XXII Limited Partnership (“Partnership”) was formed to acquire and lease commercial properties to operating tenants.The Partnership's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner.Robert P. Johnson, the President and sole director of AFM, serves as the Individual General Partner.AFM is a wholly owned subsidiary of AEI Capital Corporation of which Mr. Johnson is the majority shareholder.AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Partnership.

The terms of the Partnership offering called for a subscription price of $1,000 per Limited Partnership Unit, payable on acceptance of the offer.The Partnership commenced operations on May1, 1997 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted.The offering terminated January9, 1999 when the extended offering period expired.The Partnership received subscriptions for 16,917.222 Limited Partnership Units.Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $16,917,222 and $1,000, respectively.

During operations, any Net Cash Flow, as defined, which the General Partners determine to distribute will be distributed 97% to the Limited Partners and 3% to the General Partners.Distributions to Limited Partners will be made pro rata by Units.

Any Net Proceeds of Sale, as defined, from the sale or financing of properties which the General Partners determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 9% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed from Net Cash Flow; (ii) any remaining balance will be distributed 90% to the Limited Partners and 10% to the General Partners.Distributions to the Limited Partners will be made pro rata by Units.

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(Continued)

(2)Organization – (Continued)

For tax purposes, profits from operations, other than profits attributable to the sale, exchange, financing, refinancing or other disposition of property, will be allocated first in the same ratio in which, and to the extent, Net Cash Flow is distributed to the Partners for such year.Any additional profits will be allocated in the same ratio as the last dollar of Net Cash Flow is distributed.Net losses from operations will be allocated 99% to the Limited Partners and 1% to the General Partners.

For tax purposes, profits arising from the sale, financing, or other disposition of property will be allocated in accordance with the Partnership Agreement as follows: (i) first, to those partners with deficit balances in their capital accounts in an amount equal to the sum of such deficit balances; (ii) second, 99% to the Limited Partners and 1% to the General Partners until the aggregate balance in the Limited Partners' capital accounts equals the sum of the Limited Partners' Adjusted Capital Contributions plus an amount equal to 9% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously allocated; (iii) third, the balance of any remaining gain will then be allocated 90% to the Limited Partners and 10% to the General Partners.Losses will be allocated 98% to the Limited Partners and 2% to the General Partners.

The General Partners are not required to currently fund a deficit capital balance.Upon liquidation of the Partnership or withdrawal by a General Partner, the General Partners will contribute to the Partnership an amount equal to the lesser of the deficit balances in their capital accounts or 1% of total Limited Partners' and General Partners' capital contributions.