~~EXPLANATORY NOTE~~

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2022

TABLE OF CONTENTS

~~This report combines the reports on Form 10-Q for the quarterly period ended September 30, 2017~~


		PAGE NO.

PART I.

Item 1.	Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries

	Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	1

	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022 and 2021 (all unaudited)	2

	Consolidated Statements of Changes in Equity for the three months ended March 31, 2022 and 2021 (all unaudited)	3

	Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (all unaudited)	4

	Notes to Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	33

Item 4.	Controls and Procedures	33

PART II.

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

SIGNATURES		37

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	March 31, 2022		December 31, 2021
	(Unaudited)
Assets

Investments in real estate
Owned properties, net	$	6,637,363	$	6,676,811

On-campus participating properties, net	63,809		65,559
Investments in real estate, net	6,701,172		6,742,370

Cash and cash equivalents	87,656		120,351
Restricted cash	16,988		14,326
Student contracts receivable, net	20,476		14,187
Operating lease right of use assets	455,627		456,239
Other assets	214,329		227,113

Total assets	$	7,496,248	$	7,574,586

Liabilities and equity

Liabilities
Secured mortgage and bond debt, net	$	534,735	$	535,836

Unsecured notes, net	2,774,979		2,773,855
Unsecured term loan, net	199,912		199,824
Unsecured revolving credit facility	—		—
Accounts payable and accrued expenses	57,277		93,067
Operating lease liabilities	498,897		496,821
Other liabilities	152,202		173,898
Total liabilities	4,218,002		4,273,301

Commitments and contingencies (Note 11)	0		0

Redeemable noncontrolling interests	31,193		31,858

Equity
American Campus Communities, Inc. and Subsidiaries stockholders’ equity
Common stock, $0.01 par value, 800,000,000 shares authorized, 139,293,193 and 139,064,213 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	1,393		1,391
Additional paid in capital	4,693,018		4,694,242
Common stock held in rabbi trust, 90,223 and 92,700 shares at March 31, 2022 and December 31, 2021, respectively	(3,887)		(3,943)
Accumulated earnings and dividends	(1,586,700)		(1,559,765)
Accumulated other comprehensive loss	(9,830)		(14,547)
Total American Campus Communities, Inc. and Subsidiaries stockholders’ equity	3,093,994		3,117,378
Noncontrolling interests – partially owned properties	153,059		152,049
Total equity	3,247,053		3,269,427

Total liabilities and equity	$	7,496,248	$	7,574,586



Consolidated variable interest entities’ assets and liabilities included in the above balances

Investments in real estate, net	$	810,794	$	819,795
Cash, cash equivalents, and restricted cash	$	50,149	$	46,234
Other assets	$	22,464	$	23,743
Secured mortgage debt, net	$	404,128	$	404,790
Accounts payable, accrued expenses, and other liabilities	$	40,936	$	52,407

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, in thousands, except share and per share data)


	Three Months Ended March 31,
		2022		2021
Revenues
Owned properties		$	253,048	$	218,444
On-campus participating properties		10,694		8,958
Third-party development services		6,882		1,959
Third-party management services		3,122		3,361

Total revenues		273,746		232,722

Operating expenses
Owned properties		103,608		93,991
On-campus participating properties		4,001		3,290
Third-party development and management services		5,154		5,387
General and administrative		10,298		11,128
Depreciation and amortization		70,552		68,117
Ground/facility leases		6,138		3,208



Other operating expenses		—		1,200
Total operating expenses		199,751		186,321

Operating income		73,995		46,401

Nonoperating income (expenses)
Interest income		560		220
Interest expense		(30,061)		(28,977)
Amortization of deferred financing costs		(1,614)		(1,319)

Other nonoperating income		180		—
Total nonoperating expenses		(30,935)		(30,076)

Income before income taxes		43,060		16,325
Income tax provision		(340)		(340)
Net income		42,720		15,985



Net income attributable to noncontrolling interests		(3,537)		(367)
Net income attributable to ACC, Inc. and Subsidiaries common stockholders		$	39,183	$	15,618

Other comprehensive income
Change in fair value of interest rate swaps and other		4,717		2,518
Comprehensive income		$	43,900	$	18,136

Net income per share attributable to ACC, Inc. and Subsidiaries common stockholders
Basic		$	0.28	$	0.11
Diluted		$	0.27	$	0.11

Weighted-average common shares outstanding
Basic		139,237,447		137,711,965
Diluted		140,536,609		139,008,642

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited, in thousands, except share data)


	Common Shares	Par Value of Common Shares		Additional Paid in Capital		Common Shares Held in Rabbi Trust	Common Shares Held in Rabbi Trust at Cost		Accumulated Earnings and Dividends		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interests – Partially Owned Properties		Total
Equity, December 31, 2021	139,064,213	$	1,391	$	4,694,242	92,700	$	(3,943)	$	(1,559,765)	$	(14,547)	$	152,049	$	3,269,427
Adjustments to reflect redeemable noncontrolling interests at fair value	—	—		577		—	—		—		—		—		577
Amortization of restricted stock awards	—	—		4,294		—	—		—		—		—		4,294
Vesting of restricted stock awards	226,503	2		(6,039)		—	—		—		—		—		(6,037)
Distributions to common and restricted stockholders ($0.47 per common share)	—	—		—		—	—		(66,118)		—		—		(66,118)

Distributions to noncontrolling interests - partially owned properties	—	—		—		—	—		—		—		(2,381)		(2,381)


Change in fair value of interest rate swaps and other	—	—		—		—	—		—		4,717		—		4,717

Withdrawals from deferred compensation plan, net of deposits	2,477	—		(56)		(2,477)	56		—		—		—		—
Net income	—	—		—		—	—		39,183		—		3,391		42,574
Equity, March 31, 2022	139,293,193	$	1,393	$	4,693,018	90,223	$	(3,887)	$	(1,586,700)	$	(9,830)	$	153,059	$	3,247,053


	Common Shares	Par Value of Common Shares		Additional Paid in Capital		Common Shares Held in Rabbi Trust	Common Shares Held in Rabbi Trust at Cost		Accumulated Earnings and Dividends		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interests – Partially Owned Properties		Total
Equity, December 31, 2020	137,540,345	$	1,375	$	4,472,170	91,746	$	(3,951)	$	(1,332,689)	$	(22,777)	$	42,409	$	3,156,537
Adjustments to reflect redeemable noncontrolling interests at fair value	—	—		(354)		—	—		—		—		—		(354)
Amortization of restricted stock awards and vesting of restricted stock units	9,054	—		5,148		—	—		—		—		—		5,148
Vesting of restricted stock awards	224,647	3		(4,472)		—	—		—		—		—		(4,469)
Distributions to common and restricted stockholders ($0.47 per common share)	—	—		—		—	—		(65,421)		—		—		(65,421)

Distributions to noncontrolling interests - partially owned properties	—	—		—		—	—		—		—		(1,138)		(1,138)


Change in fair value of interest rate swaps and other	—	—		—		—	—		—		2,518		—		2,518


Deposits to deferred compensation plan, net of withdrawals	(10,115)	—		375		10,115	(375)		—		—		—		—
Net income	—	—		—		—	—		15,618		—		300		15,918
Equity, March 31, 2021	137,763,931	$	1,378	$	4,472,867	101,861	$	(4,326)	$	(1,382,492)	$	(20,259)	$	41,571	$	3,108,739

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


	Three Months Ended March 31,
	2022		2021
Operating activities
Net income	$	42,720	$	15,985
Adjustments to reconcile net income to net cash provided by operating activities

Gain from insurance settlement	(180)		—


Depreciation and amortization	70,552		68,117
Amortization of deferred financing costs and debt premiums/discounts	1,775		1,107
Share-based compensation	4,294		5,148
Income tax provision	340		340
Amortization of interest rate swap terminations	426		426

Changes in operating assets and liabilities
Student contracts receivable, net	(6,289)		(2,552)
Other assets	12,693		(3,479)
Accounts payable and accrued expenses	(36,130)		(27,178)
Other liabilities	(16,787)		(8,100)
Net cash provided by operating activities	73,414		49,814

Investing activities


Capital expenditures for owned properties	(10,252)		(9,329)
Investments in owned properties under development	(20,664)		(57,565)
Other investing activities	3,359		319
Net cash used in investing activities	(27,557)		(66,575)

Financing activities



Pay-off of mortgage loans	—		(10,295)



Proceeds from revolving credit facility	—		205,300
Paydowns of revolving credit facility	—		(113,900)


Scheduled principal payments on debt	(1,120)		(1,588)
Debt issuance costs	—		(237)


Taxes paid on net-share settlements	(6,037)		(4,469)
Distributions paid to common and restricted stockholders	(66,118)		(65,421)
Distributions paid to noncontrolling interests	(2,615)		(1,372)

Net cash (used in) provided by financing activities	(75,890)		8,018

Net change in cash, cash equivalents, and restricted cash	(30,033)		(8,743)
Cash, cash equivalents, and restricted cash at beginning of period	134,677		73,972
Cash, cash equivalents, and restricted cash at end of period	$	104,644	$	65,229

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents	$	87,656	$	41,111
Restricted cash	16,988		24,118
Total cash, cash equivalents, and restricted cash at end of period	$	104,644	$	65,229

Supplemental disclosure of non-cash investing and financing activities






Accrued development costs and capital expenditures	$	12,287	$	18,131
Change in fair value of redeemable noncontrolling interest	$	577	$	(354)






Supplemental disclosure of cash flow information
Interest paid, net of amounts capitalized	$	37,179	$	38,437

See accompanying notes to consolidated financial statements.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Description of Business

American Campus Communities, Inc. and American Campus Communities Operating Partnership, L.P. Unless stated otherwise or the context otherwise requires, references to “ACC” mean American Campus Communities, Inc., a Maryland corporation that has elected to be treated as(“ACC”) is a real estate investment trust (“REIT”) ~~under~~that commenced operations effective with the ~~Internal Revenue Code,~~completion of an initial public offering (“IPO”) on August 17, 2004, and references to “ACCOP” mean American Campus Communities Operating Partnership, L.P., a Maryland limited partnership. References to the “Company,” “we,” “us” or “our” mean collectively ACC, ACCOP and those entities/subsidiaries owned or controlled by ACC and/or ACCOP. References to the “Operating Partnership” mean collectively ACCOP and those entities/subsidiaries owned or controlled by ACCOP. The following chart illustrates the Company’s and the Operating Partnership’s corporate structure:

~~The general partner of ACCOP~~ is American Campus Communities Holdings, LLC (“ACC Holdings”), an entity that is wholly-owned by ACC. As of September 30, 2017, ACC Holdings held an ownership interest in ACCOP of less than 1%. The limited partners of ACCOP are ACC and other limited partners consisting of current and former members of management and nonaffiliated third parties. As of September 30, 2017, ACC owned an approximate 99.2% limited partnership interest in ACCOP. As the sole memberone of the ~~general partner~~largest owners, managers, and developers of ~~ACCOP,~~high quality student housing properties in the United States in terms of beds owned and under management. ACC ~~has exclusive control of ACCOP’s day-to-day management. Management operates~~is a fully integrated, self-managed, and self-administered equity REIT with expertise in the ~~Company~~acquisition, design, financing, development, construction management, leasing, and ~~the Operating Partnership as one business. The~~ management of student housing properties.

ACC ~~consists of the same members as the management of ACCOP. The Company~~ is structured as an umbrella partnership REIT (“UPREIT”) and ~~ACC~~ contributes all net proceeds from its various equity offerings to ~~the~~American Campus Communities Operating ~~Partnership.~~Partnership LP (“ACCOP” or “the Operating Partnership”). In return for those contributions, ACC receives a number of units of the Operating Partnership (“OP ~~Units,” see definition below)~~Units”) equal to the number of common shares it has issued in the equity offering. Contributions of properties to the Company can be structured as tax-deferred transactions through the issuance of OP Units in the Operating Partnership. Based on the terms of ACCOP’s partnership agreement, OP Units can be exchanged for ACC’s common shares on a one-for-one basis. The Company maintains a one-for-one relationship between the OP Units of the Operating Partnership issued to ACC and ~~ACC Holdings and the common shares issued to the public. The Company believes that combining the reports on Form 10-Q of ACC and ACCOP into this single report provides the following benefits:~~


~~(1)~~	~~enhances investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;~~


~~(2)~~	~~eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and~~


~~(3)~~	~~creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.~~

ACC consolidates ACCOP for financial reporting purposes, and ACC essentially has no assets or liabilities other than its investment in ACCOP. Therefore, the assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements. However, the Company believes it is important to understand the few differences between the Company and the Operating Partnership in the context of how the entities operate as a consolidated company. All of the Company’s property ownership, development and related business operations are conducted through the Operating Partnership. ACC also issues public equity from time to time and guarantees certain debt of ACCOP, as disclosed in this report. ACC does not have any indebtedness, as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company’s ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from ACC’s equity offerings, which are contributed to the capital of ACCOP in exchange for OP Units on a one-for-one common share per OP Unit basis, the Operating Partnership generates all remaining capital required by the Company’s business. These sources include, but are not limited to, the Operating Partnership’s working capital, net cash provided by operating activities, borrowings under its credit facility, the issuance of unsecured notes, and proceeds received from the disposition of certain properties. Noncontrolling interests, stockholders’ equity, and partners’ capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The noncontrolling interests in the Operating Partnership’s financial statements consist of the interests of unaffiliated partners in various consolidated joint ventures. The noncontrolling interests in the Company’s financial statements include the same noncontrolling interests at the Operating Partnership level and OP Unit holders of the Operating Partnership. The differences between stockholders’ equity and partners’ capital result from differences in the equity issued at the Company and Operating Partnership levels.

To help investors understand the significant differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership. A single set of consolidated notes to such financial statements is presented that includes separate discussions for the Company and the Operating Partnership when applicable (for example, noncontrolling interests, stockholders’ equity or partners’ capital, earnings per share or unit, etc.). A combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section is also included that presents discrete information related to each entity, as applicable. This report also includes separate Part I, Item 4 Controls and Procedures sections and separate Exhibits 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company operates its business through the Operating Partnership. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.

~~FORM 10-Q~~

~~FOR THE QUARTER ENDED September 30, 2017~~

~~TABLE OF CONTENTS~~



		~~PAGE NO.~~

~~PART I.~~

~~Item 1.~~	~~Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries:~~

	~~Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016~~	1

	~~Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016 (all unaudited)~~	2

	~~Consolidated Statement of Changes in Equity for the nine months ended September 30, 2017 (unaudited)~~	3

	~~Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (all unaudited)~~	4

	~~Consolidated Financial Statements of American Campus Communities Operating Partnership, L.P. and Subsidiaries:~~

	~~Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016~~	5

	~~Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016 (all unaudited)~~	6

	~~Consolidated Statement of Changes in Capital for the nine months ended September 30, 2017 (unaudited)~~	7

	~~Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (all unaudited)~~	8

	~~Notes to Consolidated Financial Statements of American Campus Communities, Inc. and Subsidiaries and American Campus Communities Operating Partnership, L.P. and Subsidiaries (unaudited)~~	9

~~Item 2.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	32

~~Item 3.~~	~~Quantitative and Qualitative Disclosure about Market Risk~~	48

~~Item 4.~~	~~Controls and Procedures~~	48

~~PART II.~~

~~Item 1.~~	~~Legal Proceedings~~	49

~~Item 1A.~~	~~Risk Factors~~	49

~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	49

~~Item 3.~~	~~Defaults Upon Senior Securities~~	49

~~Item 4.~~	~~Mine Safety Disclosures~~	49

~~Item 5.~~	~~Other Information~~	49

~~Item 6.~~	~~Exhibits~~	50

~~SIGNATURES~~		51

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED BALANCE SHEETS~~

~~(in thousands, except share data)~~

September 30, 2017 December 31, 2016
(Unaudited)
Assets

Investments in real estate:
Wholly-owned properties, net $ 6,262,077
$ 5,427,014
Wholly-owned properties held for sale —
25,350
On-campus participating properties, net 83,095
85,797
Investments in real estate, net 6,345,172
5,538,161

Cash and cash equivalents 16,341
22,140
Restricted cash 25,824
24,817
Student contracts receivable, net 15,531
8,428
Other assets 284,023
272,367

Total assets $ 6,686,891
$ 5,865,913

Liabilities and equity

Liabilities:

Secured mortgage, construction and bond debt, net $ 662,874
$ 688,195
Unsecured notes, net 1,190,296
1,188,737
Unsecured term loans, net 646,675
149,065
Unsecured revolving credit facility 266,440
99,300
Accounts payable and accrued expenses 79,612
76,614
Other liabilities 214,918
158,437
Total liabilities 3,060,815
2,360,348

Commitments and contingencies (Note 13)

Redeemable noncontrolling interests 112,270
55,078

Equity:

American Campus Communities, Inc. and Subsidiaries stockholders' equity:

Common stock, $0.01 par value, 800,000,000 shares authorized, 136,362,728 and 132,225,488 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively 1,364
1,322
Additional paid in capital 4,321,228
4,118,842
Common stock held in rabbi trust, 63,778 and 20,181 shares at September 30, 2017 and December 31, 2016, respectively (2,944 ) (975 )
Accumulated earnings and dividends (816,360 ) (670,137 )
Accumulated other comprehensive loss (3,195 ) (4,067 )
Total American Campus Communities, Inc. and Subsidiaries stockholders' equity 3,500,093
3,444,985
Noncontrolling interests - partially owned properties 13,713
5,502
Total equity 3,513,806
3,450,487

Total liabilities and equity $ 6,686,891
$ 5,865,913

~~See accompanying notes to consolidated financial statements.~~

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(unaudited, in thousands, except share and per share data)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017
2016
Revenues:
Wholly-owned properties $ 183,569
$ 185,694
$ 531,556
$ 546,078
On-campus participating properties 6,799
6,758
23,128
23,018
Third-party development services 3,566
773
4,697
3,929
Third-party management services 2,291
2,376
7,193
7,039
Resident services 713
810
2,310
2,325
Total revenues 196,938
196,411
568,884
582,389

Operating expenses:

Wholly-owned properties 99,423
100,602
249,552
257,175
On-campus participating properties 3,923
3,784
11,080
10,125
Third-party development and management services 3,879
3,340
11,789
10,638
General and administrative 8,684
5,375
25,200
16,810
Depreciation and amortization 61,125
52,067
169,391
159,486
Ground/facility leases 2,329
1,965
7,151
6,736
Provision for real estate impairment —
—
15,317
—
Total operating expenses 179,363
167,133
489,480
460,970

Operating income 17,575
29,278
79,404
121,419

Nonoperating income and (expenses):

Interest income 1,259
1,272
3,723
4,026
Interest expense (18,654 ) (19,016 ) (47,944 ) (61,762 )
Amortization of deferred financing costs (1,146 ) (1,344 ) (3,197 ) (5,238 )
(Loss) gain from disposition of real estate —
—
(632 ) 17,409
Total nonoperating expense (18,541 ) (19,088 ) (48,050 ) (45,565 )

(Loss) income before income taxes (966 ) 10,190
31,354
75,854
Income tax provision (267 ) (345 ) (791 ) (1,035 )
Net (loss) income (1,233 ) 9,845
30,563
74,819
Net income attributable to noncontrolling interests (79 ) (201 ) (587 ) (1,150 )
Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders $ (1,312 ) $ 9,644
$ 29,976
$ 73,669

Other comprehensive income (loss)

Change in fair value of interest rate swaps and other 233
1,271
872
(162 )
Comprehensive (loss) income $ (1,079 ) $ 10,915
$ 30,848
$ 73,507

Net (loss) income per share attributable to ACC, Inc. and Subsidiaries common stockholders

Basic $ (0.01 ) $ 0.07
$ 0.21
$ 0.57
Diluted $ (0.01 ) $ 0.07
$ 0.21
$ 0.56

Weighted-average common shares outstanding

Basic 136,421,198
130,786,985
134,708,361
128,239,294
Diluted 136,421,198
131,568,371
135,585,850
129,034,401

Distributions declared per common share $ 0.44
$ 0.42
$ 1.30
$ 1.24

~~See accompanying notes to consolidated financial statements.~~

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENT OF CHANGES IN EQUITY~~

~~(unaudited, in thousands, except share data)~~

Common
Shares

Par Value of
Common
Shares

Additional Paid
in Capital
Common Shares Held in Rabbi Trust Common Shares Held in Rabbi Trust at Cost
Accumulated
Earnings and
Dividends

Accumulated
Other
Comprehensive
Loss

Noncontrolling
Interests –
Partially Owned
Properties
Total
Equity, December 31, 2016 132,225,488
$ 1,322
$ 4,118,842
20,181
$ (975 ) $ (670,137 ) $ (4,067 ) $ 5,502
$ 3,450,487
Adjustments to reflect redeemable noncontrolling interests at fair value —
—
5,943
—
—
—
—
—
5,943
Amortization of restricted stock awards —
—
10,641
—
—
—
—
—
10,641
Vesting of restricted stock awards and restricted stock units 165,884
2
(2,193 ) 43,597
(1,969 ) —
—
—
(4,160 )
Distributions to common and restricted stockholders —
—
—
—
—
(176,199 ) —
—
(176,199 )
Distributions to noncontrolling interests - partially owned properties —
—
—
—
—
—
—
(212 ) (212 )
Conversion of common and preferred operating partnership units to common stock 22,000
—
154
—
—
—
—
—
154
Net proceeds from sale of common stock 3,949,356
40
187,841
—
—
—
—
—
187,881
Change in fair value of interest rate swaps and other —
—
—
—
—
—
564
—
564
Amortization of interest rate swap terminations —
—
—
—
—
—
308
—
308
Contributions by noncontrolling interest —
—
—
—
—
—
—
8,158
8,158
Net income —
—
—
—
—
29,976
—
265
30,241
Equity, September 30, 2017 136,362,728

$ 1,364

$ 4,321,228
63,778
$ (2,944 )
$ (816,360 )
$ (3,195 )
$ 13,713

$ 3,513,806

~~See accompanying notes to consolidated financial statements.~~

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(unaudited, in thousands)~~

Nine Months Ended September 30,
2017 2016
Operating activities
Net income $ 30,563
$ 74,819
Adjustments to reconcile net income to net cash provided by operating activities:

Loss (gain) from disposition of real estate 632
(17,409 )
Provision for real estate impairment 15,317
—
Depreciation and amortization 169,391
159,486
Amortization of deferred financing costs and debt premiums/discounts (2,691 ) (4,053 )
Share-based compensation 11,401
7,820
Income tax provision 791
1,035
Amortization of interest rate swap terminations and other 308
309
Changes in operating assets and liabilities:

Restricted cash (566 ) (734 )
Student contracts receivable, net (6,775 ) 1,750
Other assets (2,536 ) (5,112 )
Accounts payable and accrued expenses (293 ) 2,769
Other liabilities 29,581
22,157
Net cash provided by operating activities 245,123
242,837

Investing activities

Proceeds from disposition of properties 24,462
72,640
Cash paid for acquisition of operating and under development properties (302,318 ) (96,604 )
Cash paid for land acquisitions (8,886 ) (856 )
Capital expenditures for wholly-owned properties (64,464 ) (45,155 )
Investments in wholly-owned properties under development (409,174 ) (284,777 )
Capital expenditures for on-campus participating properties (2,909 ) (2,510 )
Investment in direct financing lease (759 ) (7,837 )
Change in escrow deposits for real estate investments (727 ) 5,141
Change in restricted cash related to capital reserves (578 ) (1,099 )
Purchase of corporate furniture, fixtures and equipment (4,997 ) (4,681 )
Net cash used in investing activities (770,350 ) (365,738 )

Financing activities

Proceeds from sale of common stock 190,912
803,189
Offering costs (2,374 ) (32,912 )
Pay-off of mortgage and construction loans (99,185 ) (152,597 )
Pay-off of unsecured term loans —
(400,000 )
Proceeds from unsecured term loan 500,000
150,000
Proceeds from revolving credit facility 974,300
123,400
Paydowns of revolving credit facility (807,160 ) (172,300 )
Proceeds from construction loans 10,812
—
Scheduled principal payments on debt (9,718 ) (11,514 )
Debt issuance and assumption costs (7,335 ) (744 )
Contributions by noncontrolling interests 11,526
—
Taxes paid on net-share settlements (4,920 ) (2,977 )
Distributions to common and restricted stockholders (176,199 ) (162,866 )
Distributions to noncontrolling interests (61,231 ) (2,044 )
Net cash provided by financing activities 519,428
138,635

Net change in cash and cash equivalents (5,799 ) 15,734
Cash and cash equivalents at beginning of period 22,140
16,659
Cash and cash equivalents at end of period $ 16,341
$ 32,393

Supplemental disclosure of non-cash investing and financing activities

Loans assumed in connection with property acquisitions $ (80,296 ) $ (10,012 )
Conversion of common and preferred operating partnership units to common stock $ 154
$ 5,441
Non-cash contribution from noncontrolling interest $ 120,618
$ —
Non-cash consideration exchanged in purchase of land parcel $ (3,071 ) $ —
Change in accrued construction in progress $ 24,753
$ 32,941
Change in fair value of derivative instruments, net $ 564
$ (471 )
Change in fair value of redeemable noncontrolling interests $ 5,943
$ (10,481 )

Supplemental disclosure of cash flow information

Cash paid for interest, net of amounts capitalized $ 49,562
$ 69,884

~~See accompanying notes to consolidated financial statements.~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~CONSOLIDATED BALANCE SHEETS~~

~~(in thousands, except unit data)~~

September 30, 2017 December 31, 2016
(Unaudited)
Assets

Investments in real estate:
Wholly-owned properties, net $ 6,262,077
$ 5,427,014
Wholly-owned properties held for sale —
25,350
On-campus participating properties, net 83,095
85,797
Investments in real estate, net 6,345,172
5,538,161

Cash and cash equivalents 16,341
22,140
Restricted cash 25,824
24,817
Student contracts receivable, net 15,531
8,428
Other assets 284,023
272,367

Total assets $ 6,686,891
$ 5,865,913

Liabilities and capital

Liabilities:

Secured mortgage, construction and bond debt, net $ 662,874
$ 688,195
Unsecured notes, net 1,190,296
1,188,737
Unsecured term loans, net 646,675
149,065
Unsecured revolving credit facility 266,440
99,300
Accounts payable and accrued expenses 79,612
76,614
Other liabilities 214,918
158,437
Total liabilities 3,060,815
2,360,348

Commitments and contingencies (Note 13)

Redeemable limited partners 112,270
55,078

Capital:

Partners' capital:

General partner - 12,222 OP units outstanding at both September 30, 2017 and December 31, 2016 69
82
Limited partner - 136,414,284 and 132,233,447 OP units outstanding at September 30, 2017 and December 31, 2016, respectively 3,503,219
3,448,970
Accumulated other comprehensive loss (3,195 ) (4,067 )
Total partners' capital 3,500,093
3,444,985
Noncontrolling interests - partially owned properties 13,713
5,502
Total capital 3,513,806
3,450,487

Total liabilities and capital $ 6,686,891
$ 5,865,913

~~See accompanying notes to consolidated financial statements.~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(unaudited, in thousands, except unit and per unit data)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Revenues:
Wholly-owned properties $ 183,569
$ 185,694
$ 531,556
$ 546,078
On-campus participating properties 6,799
6,758
23,128
23,018
Third-party development services 3,566
773
4,697
3,929
Third-party management services 2,291
2,376
7,193
7,039
Resident services 713
810
2,310
2,325
Total revenues 196,938
196,411
568,884
582,389

Operating expenses:

Wholly-owned properties 99,423
100,602
249,552
257,175
On-campus participating properties 3,923
3,784
11,080
10,125
Third-party development and management services 3,879
3,340
11,789
10,638
General and administrative 8,684
5,375
25,200
16,810
Depreciation and amortization 61,125
52,067
169,391
159,486
Ground/facility leases 2,329
1,965
7,151
6,736
Provision for real estate impairment —
—
15,317
—
Total operating expenses 179,363
167,133
489,480
460,970

Operating income 17,575
29,278
79,404
121,419

Nonoperating income and (expenses):

Interest income 1,259
1,272
3,723
4,026
Interest expense (18,654 ) (19,016 ) (47,944 ) (61,762 )
Amortization of deferred financing costs (1,146 ) (1,344 ) (3,197 ) (5,238 )
(Loss) gain from disposition of real estate —
—
(632 ) 17,409
Total nonoperating expense (18,541 ) (19,088 ) (48,050 ) (45,565 )
(Loss) income before income taxes (966 ) 10,190
31,354
75,854
Income tax provision (267 ) (345 ) (791 ) (1,035 )
Net (loss) income (1,233 ) 9,845
30,563
74,819
Net income attributable to noncontrolling interests – partially owned properties (57 ) (77 ) (259 ) (285 )
Net (loss) income attributable to American Campus Communities Operating Partnership, L.P. (1,290 ) 9,768
30,304
74,534
Series A preferred unit distributions (31 ) (36 ) (93 ) (115 )
Net (loss) income attributable to common unitholders $ (1,321 ) $ 9,732
$ 30,211
$ 74,419

Other comprehensive income (loss)

Change in fair value of interest rate swaps and other 233
1,271
872
(162 )
Comprehensive (loss) income $ (1,088 ) $ 11,003
$ 31,083
$ 74,257

Net (loss) income per unit attributable to common unitholders

Basic $ (0.01 ) $ 0.07
$ 0.21
$ 0.57
Diluted $ (0.01 ) $ 0.07
$ 0.21
$ 0.56

Weighted-average common units outstanding

Basic 137,432,872
132,008,227
135,731,609
129,517,442
Diluted 137,432,872
132,789,613
136,609,098
130,312,549

Distributions declared per Common Unit $ 0.44
$ 0.42
$ 1.30
$ 1.24

~~See accompanying notes to consolidated financial statements.~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL~~

~~(unaudited, in thousands, except unit data)~~

Accumulated Noncontrolling
Other Interests -
General Partner Limited Partner Comprehensive Partially Owned
Units Amount Units Amount Loss Properties Total
Capital, December 31, 2016 12,222
$ 82
132,233,447
$ 3,448,970
$ (4,067 ) $ 5,502
$ 3,450,487
Adjustments to reflect redeemable limited partners' interest at fair value —
—
—
5,943
—
—
5,943
Amortization of restricted stock awards —
—
—
10,641
—
—
10,641
Vesting of restricted stock awards and restricted stock units —
—
209,481
(4,160 ) —
—
(4,160 )
Distributions —
(16 ) —
(176,183 ) —
—
(176,199 )
Distributions to noncontrolling interests - partially owned properties —
—
—
—
—
(212 ) (212 )
Conversion of common and preferred operating partnership units to common stock —
—
22,000
154
—
—
154
Issuance of units in exchange for contributions of equity offering proceeds —
—
3,949,356
187,881
—
—
187,881
Change in fair value of interest rate swaps and other —
—
—
—
564
—
564
Amortization of interest rate swap terminations —
—
—
—
308
—
308
Contributions by noncontrolling interest —
—
—
—
—
8,158
8,158
Net income —
3
—
29,973
—
265
30,241
Capital as of September 30, 2017 12,222
$ 69
136,414,284
$ 3,503,219
$ (3,195 ) $ 13,713
$ 3,513,806

~~See accompanying notes to consolidated financial statements.~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(unaudited, in thousands)~~

Nine Months Ended September 30,
2017 2016
Operating activities
Net income $ 30,563
$ 74,819
Adjustments to reconcile net income to net cash provided by operating activities:

Loss (gain) from disposition of real estate 632
(17,409 )
Provision for real estate impairment 15,317
—
Depreciation and amortization 169,391
159,486
Amortization of deferred financing costs and debt premiums/discounts (2,691 ) (4,053 )
Share-based compensation 11,401
7,820
Income tax provision 791
1,035
Amortization of interest rate swap terminations and other 308
309
Changes in operating assets and liabilities:

Restricted cash (566 ) (734 )
Student contracts receivable, net (6,775 ) 1,750
Other assets (2,536 ) (5,112 )
Accounts payable and accrued expenses (293 ) 2,769
Other liabilities 29,581
22,157
Net cash provided by operating activities 245,123
242,837

Investing activities

Proceeds from disposition of properties 24,462
72,640
Cash paid for acquisition of operating and under development properties (302,318 ) (96,604 )
Cash paid for land acquisitions (8,886 ) (856 )
Capital expenditures for wholly-owned properties (64,464 ) (45,155 )
Investments in wholly-owned properties under development (409,174 ) (284,777 )
Capital expenditures for on-campus participating properties (2,909 ) (2,510 )
Investment in direct financing lease (759 ) (7,837 )
Change in escrow deposits for real estate investments (727 ) 5,141
Change in restricted cash related to capital reserves (578 ) (1,099 )
Purchase of corporate furniture, fixtures and equipment (4,997 ) (4,681 )
Net cash used in investing activities (770,350 ) (365,738 )

Financing activities

Proceeds from issuance of common units in exchange for contributions, net 188,538
770,277
Pay-off of mortgage and construction loans (99,185 ) (152,597 )
Pay-off of unsecured term loan —
(400,000 )
Proceeds from unsecured term loan 500,000
150,000
Proceeds from revolving credit facility 974,300
123,400
Paydowns of revolving credit facility (807,160 ) (172,300 )
Proceeds from construction loans 10,812
—
Scheduled principal payments on debt (9,718 ) (11,514 )
Debt issuance and assumption costs (7,335 ) (744 )
Contributions by noncontrolling interests 11,526
—
Taxes paid on net-share settlements (4,920 ) (2,977 )
Distributions paid to common and preferred unitholders (176,404 ) (163,493 )
Distributions paid on unvested restricted stock awards (1,217 ) (1,051 )
Distributions paid to noncontrolling interests - partially owned properties (59,809 ) (366 )
Net cash provided by financing activities 519,428
138,635

Net change in cash and cash equivalents (5,799 ) 15,734
Cash and cash equivalents at beginning of period 22,140
16,659
Cash and cash equivalents at end of period $ 16,341
$ 32,393

Supplemental disclosure of non-cash investing and financing activities

Loans assumed in connection with property acquisitions $ (80,296 ) $ (10,012 )
Conversion of common and preferred operating partnership units to common stock $ 154
$ 5,441
Non-cash contribution from noncontrolling interest $ 120,618
$ —
Non-cash consideration exchanged in purchase of land parcel $ (3,071 ) $ —
Change in accrued construction in progress $ 24,753
$ 32,941
Change in fair value of derivative instruments, net $ 564
$ (471 )
Change in fair value of redeemable noncontrolling interests $ 5,943
$ (10,481 )

Supplemental disclosure of cash flow information

Cash paid for interest, net of amounts capitalized $ 49,562
$ 69,884

~~See accompanying notes to consolidated financial statements.~~

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~1. Organization and Description of Business~~

American Campus Communities, Inc. (“ACC”) is a real estate investment trust (“REIT”) that commenced operations effective with the completion of an initial public offering (“IPO”) on August 17, 2004. Through ACC’s controlling interest in American Campus Communities Operating Partnership, L.P. (“ACCOP”), ACC is one of the largest owners, managers and developers of high quality student housing properties in the United States in terms of beds owned and under management. ACC is a fully integrated, self-managed and self-administered equity REIT with expertise in the acquisition, design, financing, development, construction management, leasing and management of student housing properties. ACC’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “ACC.”

~~The general partner of ACCOP is~~ American Campus Communities Holdings, LLC (“ACC Holdings”), an entity that is wholly-owned by ACC. As of September 30, 2017, ACC Holdings held an ownership interest in ACCOP of less than 1%. The limited partners of ACCOP are ACC and other limited partners consisting of current and former members of management and nonaffiliated third parties. As of September 30, 2017, ACC owned an approximate 99.2% limited partnership interest in ACCOP. As the sole member of the general partner of ACCOP, ~~ACC has exclusive control of ACCOP’s day-to-day management. Management operates ACC~~ and ~~ACCOP as one business. The management of ACC consists of~~ the same members as the management of ACCOP. ACC consolidates ACCOP for financial reporting purposes, and ACC does not have significant assets other than its investment in ACCOP. Therefore, the assets and liabilities of ACC and ACCOP are the same on their respective financial statements. Referencescommon shares issued to the ~~“Company” means collectively ACC, ACCOP~~public.

As used in this report, unless stated otherwise or the context otherwise requires, references to “ACC,” “the Company,” “we,” “us,” or “our” mean American Campus Communities, Inc., a Maryland corporation that has elected to be treated as a REIT under the Internal Revenue Code, and ~~those entities/~~its consolidated subsidiaries, ~~owned or controlled by ACC and/or~~including ACCOP. References to the “Operating Partnership” mean collectively ACCOP and those entities/subsidiaries owned or controlled by ACCOP. Unless otherwise indicated, the accompanying Notes to the Consolidated Financial Statements apply to both

As previously announced, on April 18, 2022, the Company and the Operating ~~Partnership.~~Partnership entered into an agreement and plan of merger (the “Merger Agreement”) with Abacus Parent LLC (“Parent”), Abacus Merger Sub I LLC (“Merger Sub I”), and Abacus Merger Sub II LLC (“Merger Sub II”). Parent, Merger Sub I, and Merger Sub II are affiliates of Blackstone Core+ perpetual capital vehicles, primarily comprised of Blackstone Real Estate Income Trust, Inc. and Blackstone Property Partners. Pursuant to the Merger Agreement, Merger Sub II will merge with and into the Operating Partnership (the “Partnership Merger”), with the Operating Partnership being the surviving entity, and immediately following the consummation of the Partnership Merger, the Company shall merge with and into Merger Sub I (the “Company Merger”), with Merger Sub I being the surviving entity. Pursuant to the Merger Agreement, the outstanding shares of common stock of the Company will be acquired for $65.47 per share (the “Merger Consideration”) in an all-cash transaction. During the term of the Merger Agreement, the Company may not pay dividends except as necessary to preserve its tax status as a REIT, and any such dividends would result in an offsetting decrease to the Merger Consideration.

The Company Merger, Partnership Merger, and the other transactions contemplated by the Merger Agreement (the “Merger Transactions”) are subject to customary closing conditions, including approval by the Company’s common stockholders. The Merger Transactions are expected to close during the third quarter of 2022. The Company can provide no assurances regarding whether the Merger Transactions will close as expected during the third quarter of 2022 or at all. The Board of Directors of the Company has unanimously approved the Merger Agreement, and has recommended approval of the merger, and the other transactions contemplated by the Merger Agreement, by the Company’s stockholders.

As of ~~September 30, 2017,~~March 31, 2022, the Company’s property portfolio contained 166 properties with approximately ~~102,500~~111,900 beds. The Company’s property portfolio consisted of ~~130~~126 owned off-campus student housing properties that are in close proximity to colleges and universities, 3134 American Campus Equity (“~~ACE®~~ACE®”) properties operated under ground/facility leases, ~~with 14 university systems~~ and ~~five~~6 on-campus participating properties (“OCPPs”) operated under ground/facility leases with the related university systems. Of the 166 properties, 124 of 10 phases at 1 property were under development as of ~~September 30, 2017,~~March 31, 2022, and when completed will consist of a total of approximately ~~8,300~~3,700 beds. The Company’s communities contain modern housing units and are supported by a resident assistant system and other student-oriented programming, with many offering resort-style amenities.

Through one of ACC’s taxable REIT subsidiaries (“TRSs”), the Company also provides construction management and development services primarily for student housing properties owned by colleges and universities, charitable foundations, and others. As of ~~September 30, 2017,~~March 31, 2022, also through one of ACC’s TRSs, the Company provided third-party management and leasing services for 3836 properties that represented approximately ~~28,800~~28,400 beds. Third-party management and leasing services are typically provided pursuant to management contracts that have initial terms that range from one year to five years. As of ~~September 30, 2017,~~March 31, 2022, the Company’s total owned and third-party managed portfolio included ~~204~~202 properties with approximately ~~131,300~~140,300 beds.

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

2. Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

The accompanying consolidated financial statements, presented in U.S. dollars, are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the financial statements, and revenue and expenses during the reporting periods. The Company’s actual results could differ from those estimates and assumptions. All material intercompany transactions among consolidated entities have been eliminated. All dollar amounts in the tables herein, except share ~~per share, unit~~ and per ~~unit~~share amounts, are stated in thousands unless otherwise indicated.

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Principles of Consolidation

The Company’s consolidated financial statements include its accounts and the accounts of other subsidiaries and joint ventures (including partnerships and limited liability companies) over which it has control. Investments acquired or created are evaluated based on the accounting guidance relating to variable interest entities (“VIEs”), which requires the consolidation of VIEs in which the Company is considered to be the primary beneficiary. If the investment is determined not to be a VIE, then the investment is evaluated for consolidation using the voting interest model.

Recently Issued Accounting Pronouncements

In ~~August 2017,~~March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ~~2017-12~~ (“ASU”) 2020-04 “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU ~~2017-12”), “Derivatives~~2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and ~~Hedging (Topic 815): Targeted Improvements~~other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In March 2020, the Company elected to Accounting for Hedging Activities.” The purpose of this ASU is to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition to that main objective, the amendments in this update make certain targeted improvements to simplify the application ofapply the hedge accounting ~~guidance in current GAAP. The guidance is effective~~expedients related to probability and the assessments of effectiveness for ~~public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted in any interim period after~~future LIBOR-indexed cash flows to assume that the ~~issuance date of this update. All transition requirements and elections should~~index upon which future hedged transactions will be ~~applied to hedging relationships existing~~based matches the index on the ~~date~~corresponding derivatives. Application of ~~adoption. The effect~~these expedients preserves the presentation of ~~adoption should be reflected~~derivatives consistent with past presentation. In May 2021, the Company elected to apply the contract modification expedient to contracts affected by reference rate reform. This expedient allows the Company to treat contract modifications related to reference rate reform as a modification without additional analysis, as long as there are no changes to contractual cash flows as a result of the ~~beginning~~modification. The Company continues to evaluate the impact of the ~~fiscal year of adoption. The Company is currently~~guidance and may apply other elections as applicable as additional changes in the ~~process of assessing the effects of this ASU, but does not anticipate a material impact on its consolidated financial statements.~~market occur.

In February 2017, the FASB issued Accounting Standards Update 2017-05 (“ASU 2017-05”), “Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” The purpose of this ASU is to eliminate the diversity in practice in accounting for derecognition of a nonfinancial asset and in-substance nonfinancial assets (only when the asset or asset group does not meet the definition of a business or the transaction is not a sale to a customer). The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption for the fiscal years beginning after December 15, 2016 is permitted. This ASU is required to be adopted in conjunction with the Company’s adoption of ASU 2014-09, the new revenue recognition standard, which will be adopted as of January 1, 2018. Upon adoption of this ASU, application must be performed on a retrospective basis for each period presented in the Company’s financial statements or a retrospective basis with a cumulative-effect adjustment to retained earnings at the beginning of the fiscal year of adoption. The Company currently does not anticipate a material impact to its consolidated financial statements for property dispositions given the simplicity of the Company’s historical disposition transactions.

In February 2016, the FASB issued Accounting Standards Update 2016-02 (“ASU 2016-02”), “Leases (Topic 842): Amendments to the FASB Accounting Standards Codification.” ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The guidance is effective for public business entities for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted. Subsequent to the issuance of ASU 2016-02, the FASB issued an additional Accounting Standards Update clarifying aspects of the new lease accounting standard, which will be effective upon adoption of ASU 2016-02. The Company plans to adopt ASU 2016-02 as of January 1, 2019. While the Company is still evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures, it expects to recognize right-of-use assets and related lease liabilities on its consolidated balance sheets related to ground leases under which it is the lessee.

In May 2014, the FASB issued Accounting Standards Update 2014-09 (“ASU 2014-09”), “Revenue From Contracts With Customers (Topic 606)”. ASU 2014-09 provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries. ASU 2014-09 requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. Subsequent to the issuance of ASU 2014-09, the FASB has issued multiple Accounting Standards Updates clarifying multiple aspects of the new revenue recognition standard, which include the deferral of the effective date by one year. ASU 2014-09, as amended by subsequent Accounting Standards Updates, is effective for public entities for interim and annual periods beginning after December 15, 2017 and may be applied using either a full retrospective or modified retrospective approach upon adoption.

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

The Company plans to adopt the new revenue standard using the modified retrospective approach as of January 1, 2018 and is currently evaluating each of its revenue streams to identify any differences in the timing, measurement or presentation of revenue recognition under the new standard. The Company does not expect the adoption of this standard to have a significant impact on its consolidated financial statements, as a substantial portion of its revenue consists of rental income from leasing arrangements, which is specifically excluded from ASU 2014-09, and will be evaluated with the adoption of the lease accounting standard, ASU 2016-02, discussed above. The Company anticipates the primary effects of the new standard will be associated with the Company’s non-leasing revenue streams, which represent less than 5% of consolidated total revenues.

In addition, the Company does not expect the following accounting pronouncements to have a material effect on its consolidated financial statements:


Accounting Standards Update						Effective Date
ASU 2021-08 “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”						January 1, 2023

~~ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting.”~~

~~ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.”~~

~~ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.”~~

~~ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”~~

Recently Adopted Accounting Pronouncements

On January 1, 2017, the Company adopted Accounting Standards Update 2017-01 (“ASU 2017-01”), “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this guidance clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years; early adoption is permitted. ASU 2017-01 will be applied prospectively to any transactions occurring subsequent to January 1, 2017. Under the new standard, the Company expects that most property acquisitions will be accounted for as asset acquisitions, and as a result, most transaction costs will be capitalized rather than expensed. The impact on the Company’s consolidated financial statements will depend on the size and volume of future acquisition activity.

~~In addition, on January 1, 2017,~~2022, the Company adopted the following accounting pronouncements which did not have a material effect on the Company’s consolidated financial statements:

•ASU ~~2017-03,~~2020-06 “Accounting ~~Changes~~for Convertible Instruments and ~~Error Corrections~~Contracts in an Entity’s Own Equity"

•ASU 2021-05 “Leases (Topic ~~250) and Investments — Equity Method and Joint Ventures (Topic 323)~~842): ~~Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC Update).”~~Lessors – Certain Leases with Variable Lease Payments”

~~ASU 2016-05, “Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships.”~~

AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Interim Financial Statements

The accompanying interim financial statements are unaudited but have been prepared in accordance with GAAP for interim financial information and in conjunction with the rules and regulations of the ~~Securities and Exchange Commission.~~SEC. Accordingly, they do not include all disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair presentation of the financial statements of the Company for ~~these~~the interim ~~periods~~period have been included. Because of the seasonal nature of the Company’s operations, the results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or for the full year. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2021.

~~Use~~Prior Year Reclassifications

Certain prior period amounts were reclassified to conform to current presentation, which include:

•Litigation settlement expenses previously reported in the general and administrative expenses line item on the statements of ~~Estimates~~comprehensive income were reclassified for all applicable periods to the other operating expenses line item in the accompanying consolidated statements of comprehensive income.

Restricted Cash

Restricted cash consists of funds held in trust that are invested in low risk investments, generally consisting of government backed securities, as permitted by the indentures of trusts, which were established in connection with three bond issues for the Company’s OCPPs. Additionally, restricted cash includes escrow accounts held by lenders and residents’ security deposits, as required by law in certain states. Restricted cash also consists of escrow deposits made in connection with potential property acquisitions and development opportunities. These escrow deposits are invested in interest-bearing accounts at federally insured banks. Realized and unrealized gains and losses are not material for the periods presented.

Leases

As Lessee

The ~~preparation~~Company, as lessee, has entered into lease agreements with university systems and other third parties for the purpose of ~~financial statements in conformity with GAAP requires management to make estimates~~financing, constructing, and ~~assumptions that affect~~operating student housing properties. Under the ~~reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date~~terms of the ~~financial~~ground/facility leases, the lessor may receive annual minimum rent, variable rent based upon the operating performance of the property, or a combination thereof.

In the accompanying consolidated statements of comprehensive income, rent expense for ACE properties and OCPPs is included in ground/facility leases expense, and rent expense for owned off-campus properties is included in owned properties operating expenses. During the ~~reported amounts~~three months ended March 31, 2022 and 2021, the Company received rent concessions in the form of ~~revenues~~ground rent abatements at one ACE property related to the initial suspension of the Disney College Internship Program due to the effects of the novel coronavirus disease pandemic (“COVID-19”). The abatements allow for variable ground rent payments in lieu of fixed ground rent payments until the occupancy for the project, which is currently being developed, is stabilized. These concessions are recorded as a reduction to ground/facility leases expense, in accordance with the FASB Staff Question & Answer “Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic,” issued in 2020 and ~~expenses during~~are presented in the ~~reporting period. Actual results could differ from those estimates.~~following table:


	Three Months Ended March 31,
		2022		2021
Ground rent abatements		$	2,717	$	1,131

As Lessor

The Company’s primary business involves leasing properties to students under agreements that are classified as operating leases and have terms of 12 months or less. These student leases do not provide for variable rent payments. The Company is also a lessor under commercial leases at certain owned properties, some of which provide for variable lease payments based upon tenant performance such as a percentage of sales.

AMERICAN CAMPUS COMMUNITIES, INC. ~~AND SUBSIDIARIES~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P.~~ AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~Investments in Real Estate~~

~~Investments in real estate are recorded at historical cost. Major improvements that extend~~The Company recognizes the ~~life of an asset are capitalized and depreciated over~~base lease payments provided for under the ~~remaining useful life of the asset. The cost of ordinary repairs and maintenance are charged to expense when incurred. Depreciation and amortization are recorded~~leases on a straight-line basis over the ~~estimated useful lives~~lease term, and variable payments are recognized in the period in which the changes in facts and circumstances, on which the variable payments are based, occur. Lease income under both student and commercial leases is included in owned properties revenues and on-campus participating properties revenues in the accompanying consolidated statements of comprehensive income and is presented in the following table:


	Three Months Ended March 31,
		2022		2021
Student lease income		$	248,118	$	213,854
Commercial lease income		$	3,265	$	2,945

Consolidated VIEs

The Company has investments in various entities that qualify as VIEs for accounting purposes and for which the Company is the primary beneficiary and therefore includes the entities in its consolidated financial statements. These VIEs include ACCOP, 7 joint ventures that own a total of 13 operating properties and 2 land parcels, and 6 properties owned under the on-campus participating property (“OCPP”) structure. The VIE assets and liabilities consolidated within the Company's assets and liabilities are disclosed at the bottom of the ~~assets as follows:~~accompanying consolidated balance sheets.



~~Buildings and improvements~~		~~7-40 years~~
~~Leasehold interest - on-campus~~ ~~participating properties~~		~~25-34 years (shorter of useful life or respective lease term)~~
~~Furniture, fixtures and equipment~~		~~3-7 years~~

Impairment of Long-Lived Assets

Project costs directly associated with the development and construction of an owned real estate project, which include interest, property taxes, and amortization of deferred finance costs, are capitalized as construction in progress. Upon completion of the project, costs are transferred into the applicable asset category and depreciation commences. Interest totaling approximately $3.4 million and $3.3 million was capitalized during the three months ended September 30, 2017 and 2016, respectively, and interest totaling approximately $13.5 million and $9.0 million was capitalized during the nine months ended September 30, 2017 and 2016, respectively.

Management assesses whether there has been an impairment in the value of the Company’s investments in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized when estimated expected future undiscounted cash flows are less than the carrying value of the property, or when a property meets the criteria to be classified as held for sale, at which time an impairment charge is recognized for any excess of the carrying value of the property over the expected net proceeds from the disposal. The estimation of expected future net cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment to the carrying value of the Company’s long-lived assets could occur in the future period in which the conditions change. To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is charged to earnings. ~~The Company believes that there~~In the case of any impairment, the valuation would be based on Level 3 inputs. There were no ~~impairment indicators~~impairments of the carrying values of ~~its~~the Company's investments in real estate as of September 30, 2017, other than a $15.3 million impairment charge recorded during the second quarter 2017 for one property that is in the process of being transferred to the lender in settlement of the property’s $27.4 million mortgage loan that matured in August 2017 (see Note 7).March 31, 2022.

The Company evaluates each acquisition to determine if the integrated set of assets and activities acquired meet the definition of a business under ASU 2017-01. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business:

~~Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or~~

The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction).

Property acquisitions deemed to qualify as a business are accounted for as business combinations, and the related acquisition costs are expensed as incurred. The Company allocates the purchase price of properties acquired in business combinations to net tangible and identified intangible assets based on their fair values. Fair value estimates are based on information obtained from a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, the Company’s own analysis of recently acquired and existing comparable properties in the Company’s portfolio, and other market data. Information obtained about each property as a result of due diligence, marketing and leasing activities is also considered. The value allocated to land is generally based on the actual purchase price if acquired separately, or market research/comparables if acquired as part of an existing operating property. The value allocated to building is based on the fair value determined on an “as-if vacant” basis, which is estimated using a replacement cost approach that relies upon assumptions that the Company believes are consistent with current market conditions for similar properties. The value allocated to furniture, fixtures, and equipment is based on an estimate of the fair value of the appliances and fixtures inside the units. The Company has determined these estimates are primarily based upon unobservable inputs and therefore are considered to be Level 3 inputs within the fair value hierarchy.

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Acquisitions of properties that do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including transaction costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions as those utilized to determine fair value in a business combination.

~~Redeemable noncontrolling interests~~

The Company follows guidance issued by the FASB regarding the classification and measurement of redeemable securities. Under this guidance, securities that are redeemable for cash or other assets, at the option of the holder and not solely within the control of the issuer, must be classified outside of permanent equity as redeemable noncontrolling interests. The Company makes this determination based on terms in the applicable agreements, specifically in relation to redemption provisions. The Company initially records the redeemable noncontrolling interests at fair value. The carrying amount of the redeemable noncontrolling interest is subsequently adjusted to the redemption value (assuming the noncontrolling interest is redeemable at the balance sheet date), with the corresponding offset for changes in fair value recorded in additional paid in capital. Reductions in fair value are recorded only to the extent that the Company has previously recorded increases in fair value above the redeemable noncontrolling interests’ initial basis. As the changes in redemption value are based on fair value, there is no effect on the Company’s earnings per share. Redeemable noncontrolling interests on the accompanying consolidated balance sheets of ACC are referred to as redeemable limited partners on the consolidated balance sheets of the Operating Partnership. Refer to Note 9 for a more detailed discussion of redeemable noncontrolling interests for both ACC and the Operating Partnership.

~~Pre-development Expenditures~~

Pre-development expenditures such as architectural fees, permits and deposits associated with the pursuit of third-party and owned development projects are expensed as incurred, until such time that management believes it is probable that the contract will be executed and/or construction will commence, at which time the Company capitalizes the costs. Because the Company frequently incurs these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, the Company bears the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or the Company is unable to successfully obtain the required permits and authorizations. As such, management evaluates the status of third-party and owned projects that have not yet commenced construction on a periodic basis and expenses any deferred costs related to projects whose current status indicates the commencement of construction is unlikely and/or the costs may not provide future value to the Company in the form of revenues. Such write-offs are included in third-party development and management services expenses (in the case of third-party development projects) or general and administrative expenses (in the case of owned development projects) on the accompanying consolidated statements of comprehensive income. As of September 30, 2017, the Company has deferred approximately $5.6 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction. Such costs are included in other assets on the accompanying consolidated balance sheets.

3. Earnings ~~per~~Per Share ~~– Company~~

Basic earnings per share is computed using net income attributable to common stockholders and the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted earnings per share reflects common shares issuable from the assumed conversion of ~~American Campus Communities Operating Partnership~~OP Units ~~(“OP Units”)~~ and common share awards granted. Only those items having a dilutive impact on basic earnings per share are included in diluted earnings per share.

The following potentially dilutive securities were outstanding for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, but were not included in the computation of diluted earnings per share because the effects of their inclusion would be anti-dilutive.


	Three Months Ended March 31,
		2022	2021
Common OP Units (Note 7)		468,475	468,475
Preferred OP Units (Note 7)		35,242	35,242

Total potentially dilutive securities		503,717	503,717

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Common OP Units (Note 9) 1,011,674
1,221,242
1,023,248
1,278,148
Preferred OP Units (Note 9) 77,513
87,767
77,513
95,212
Unvested restricted stock awards (Note10) 818,547
—
—
—
Total potentially dilutive securities 1,907,734
1,309,009
1,100,761
1,373,360

AMERICAN CAMPUS COMMUNITIES, INC. ~~AND SUBSIDIARIES~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P.~~ AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~The following is a summary of the elements used in calculating basic and diluted earnings per share:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Numerator – basic and diluted earnings per share:
Net (loss) income $ (1,233 ) $ 9,845
$ 30,563
$ 74,819
Net income attributable to noncontrolling interests (79 ) (201 ) (587 ) (1,150 )
Net (loss) income attributable to common stockholders (1,312 ) 9,644
29,976
73,669
Amount allocated to participating securities (360 ) (329 ) (1,217 ) (1,051 )
Net (loss) income attributable to common stockholders $ (1,672 ) $ 9,315
$ 28,759
$ 72,618

Denominator:

Basic weighted average common shares outstanding 136,421,198
130,786,985
134,708,361
128,239,294
Unvested restricted stock awards (Note 10) —
781,386
877,489
795,107
Diluted weighted average common shares outstanding 136,421,198
131,568,371
135,585,850
129,034,401

Earnings per share:
Net (loss) income attributable to common stockholders - basic $ (0.01 ) $ 0.07
$ 0.21
$ 0.57
Net (loss) income attributable to common stockholders - diluted $ (0.01 ) $ 0.07
$ 0.21
$ 0.56

~~Earnings per Unit – Operating Partnership~~

Basic earnings per OP Unit is computed using net income attributable to common unitholders and the weighted average number of common units outstanding during the period. Diluted earnings per OP Unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units or resulted in the issuance of OP Units and then shared in the earnings of the Operating Partnership.

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

The following is a summary of the elements used in calculating basic and diluted earnings per ~~unit:~~ share:


	Three Months Ended March 31,
		2022		2021
Numerator – basic and diluted earnings per share
Net income		$	42,720	$	15,985
Net income attributable to noncontrolling interests		(3,537)		(367)
Net income attributable to ACC, Inc. and Subsidiaries common stockholders		39,183		15,618
Amount allocated to participating securities		(714)		(734)
Net income attributable to ACC, Inc. and Subsidiaries common stockholders		$	38,469	$	14,884







Denominator
Basic weighted average common shares outstanding		139,237,447		137,711,965
Unvested restricted stock awards (Note 8)		1,299,162		1,296,677


Diluted weighted average common shares outstanding		140,536,609		139,008,642

Earnings per share
Net income attributable to common stockholders - basic		$	0.28	$	0.11
Net income attributable to common stockholders - diluted		$	0.27	$	0.11



~~Property~~	~~Location~~	~~Primary University Served~~	~~Actual or Targeted Completion Date~~	~~Beds~~
~~Core JV I:~~
~~The James~~	~~Madison, WI~~	~~University of Wisconsin - Madison~~	~~August 2017~~	~~850~~
~~Hub U District Seattle~~⁽¹⁾	~~Seattle, WA~~	~~University of Washington~~	~~September 2017~~	~~248~~
				~~1,098~~
~~Core JV II:~~
~~Hub Ann Arbor~~	~~Ann Arbor, MI~~	~~University of Michigan~~	~~September 2018~~	~~310~~
~~Hub Flagstaff~~	~~Flagstaff, AZ~~	~~Northern Arizona University~~	~~September 2018~~	~~591~~
~~Hub West Lafayette~~	~~West Lafayette, IN~~	~~Purdue University~~	~~September 2018~~	~~599~~
				~~1,500~~

				~~2,598~~


⁽¹⁾	~~Subject to an option that had not been exercised as of September 30, 2017 (see Note 15).~~

~~Other 2017 Property Acquisitions~~: During the nine months ended September 30, 2017, the Company acquired two additional wholly-owned properties containing 982 beds for approximately $158.5 million. Total cash consideration was approximately $158.0 million. The difference between the contracted purchase price and the cash consideration is due to other assets and liabilities that were not part of the contractual purchase price, but were acquired in the transactions, as well as transaction costs capitalized as part of the acquisitions.

~~A list of these properties is outlined below:~~



~~Property~~	~~Location~~	~~Primary University Served~~	~~Acquisition Date~~	~~Beds~~
~~The Arlie~~	~~Arlington, TX~~	~~University of Texas Arlington~~	~~April 2017~~	~~598~~
~~TWELVE at U District~~	~~Seattle, WA~~	~~University of Washington~~	~~June 2017~~	~~384~~
				~~982~~

AMERICAN CAMPUS COMMUNITIES, INC. ~~AND SUBSIDIARIES~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P.~~ AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

~~2017 Land Acquisitions: During the nine months ended September 30, 2017,~~In February 2021, the Company ~~purchased five land parcels with a fair value~~refinanced $24.0 million of ~~$12.0 million for total cash consideration of approximately $8.9 million. The difference between~~OCPP mortgage debt that was scheduled to mature in 2021, which extended the ~~fair value of the land and the cash consideration represents non-cash consideration. In addition,~~maturity to February 2028. Additionally, in February 2021, the Company ~~made an initial investment of $9.0 million in~~entered into 2 interest rate swap agreements to convert the refinanced mortgage loan to a ~~joint venture that holds a land parcel with fair value of $12.0 million.~~

~~2016 Acquisition Activity~~: During the nine months ended September 30, 2016, the Company acquired University Crossings, a wholly-owned property containing 546 beds that is located adjacent to the University of North Carolina in Charlotte, NC for approximately $40.0 million. Also during the nine months ended September 30, 2016, the Company secured three in-process development properties containing 1,593 beds for a combined purchase price of approximately $66.0 million. As part of these transactions, the Company assumed approximately $10.0 million of fixed rate ~~mortgage debt.~~of 2.8%. Refer to Note 9 for information related to derivatives.

~~4. Property Dispositions~~

During the nine months ended September 30, 2017, the Company sold the following wholly-owned property for approximately $25.0 million, resulting in net proceeds of approximately $24.5 million. The net loss on this disposition totaled approximately $0.6 million. Concurrent with the classification of this property as held for sale in December 2016, the Company reduced the property’s carrying amount to its estimated fair value less estimated selling costs, and recorded an impairment charge of $4.9 million:

During the nine months ended September 30, 2016, the Company sold two wholly-owned properties containing 1,324 beds for a total sales price of approximately $73.8 million, resulting in net proceeds of approximately $72.6 million. The combined net gain on these dispositions totaled approximately $17.4 million. Additionally, the Company had a portfolio of 19 wholly-owned properties classified as held for sale as of September 30, 2016.

~~5. Investments in Wholly-Owned Properties~~

~~Wholly-owned properties consisted of the following:~~

September 30, 2017 December 31, 2016
Land ^{(1) (2)}
$ 649,597
$ 568,266

Buildings and improvements 5,986,682
5,065,137

Furniture, fixtures and equipment 366,581
303,240

Construction in progress⁽²⁾
273,367
349,498

7,276,227
6,286,141

Accumulated depreciation (1,014,150 ) (859,127 )
Wholly-owned properties, net $ 6,262,077
$ 5,427,014
⁽³⁾


⁽¹⁾	The land balance above includes undeveloped land parcels with book values of approximately $45.5 million and $38.5 million as of September 30, 2017 and December 31, 2016, respectively. It also includes land totaling approximately $29.9 million and $61.2 million as of September 30, 2017 and December 31, 2016, respectively, related to properties under development.

⁽²⁾

Land includes $19.3 million as of September 30, 2017 and construction in progress includes $60.0 million and $1.9 million as of September 30, 2017 and December 31, 2016, respectively, related to in-process development properties, held by entities determined to be VIEs. The entities that own the properties are deemed to be VIEs, and the Company is determined to be the primary beneficiary of the VIEs.


⁽³⁾	~~Excludes the net book value of one property classified as held for sale in the accompanying consolidated balance sheets at December 31, 2016.~~

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~6. On-Campus Participating Properties~~

~~On-campus participating properties are as follows:~~

Historical Cost
Lessor/University
Lease
Commencement
Required Debt
Repayment September 30, 2017 December 31, 2016
Texas A&M University System / Prairie View A&M University ⁽¹⁾
2/1/1996 9/1/2023 $ 46,446
$ 45,310
Texas A&M University System / Texas A&M International 2/1/1996 9/1/2023 7,271
7,215
Texas A&M University System / Prairie View A&M University⁽²⁾
10/1/1999 8/31/2025 29,207
28,627
8/31/2028
University of Houston System / University of Houston⁽³⁾
9/27/2000 8/31/2035 38,328
37,960
West Virginia University System / West Virginia University 7/16/2013 7/16/2045 44,597
43,817
165,849
162,929
Accumulated amortization (82,754 ) (77,132 )
On-campus participating properties, net $ 83,095
$ 85,797


⁽¹⁾	~~Consists of three phases placed in service between 1996 and 1998.~~


⁽²⁾	~~Consists of two phases placed in service in 2000 and 2003.~~


⁽³⁾	~~Consists of two phases placed in service in 2001 and 2005.~~

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

~~7. Debt~~

~~A summary of the Company’s outstanding consolidated indebtedness is as follows:~~

September 30, 2017 December 31, 2016
Debt secured by wholly-owned properties:
Mortgage loans payable:
Unpaid principal balance $ 523,328
$ 559,642

Unamortized deferred financing costs (2,349 ) (3,040 )
Unamortized debt premiums 20,697
26,830

541,676
583,432

Construction loans payable ⁽¹⁾
22,422
—

Unamortized deferred financing costs (1,382 ) —

562,716
583,432

Debt secured by on-campus participating properties:

Mortgage loans payable 70,257
71,662

Bonds payable 30,575
33,870

Unamortized deferred financing costs (674 ) (769 )
100,158
104,763

Total secured mortgage, construction and bond debt 662,874
688,195

Unsecured notes, net of unamortized OID and deferred financing costs ⁽²⁾
1,190,296
1,188,737

Unsecured term loans, net of unamortized deferred financing costs ⁽³⁾
646,675
149,065

Unsecured revolving credit facility 266,440
99,300

Total debt, net $ 2,766,285
$ 2,125,297

⁽¹⁾

Construction loans payable relates to construction loans partially financing the development of four in-process development properties. These properties are owned by entities determined to be VIEs for which the Company is the primary beneficiary, including one of the joint ventures formed as part of the Core Transaction discussed in Note 3. The creditors of these construction loans do not have recourse to the assets of the Company.


⁽²⁾	Includes net unamortized original issue discount (“OID”) of $1.7 million at September 30, 2017 and $1.9 million at December 31, 2016, and net unamortized deferred financing costs of $8.0 million at September 30, 2017 and $9.3 million at December 31, 2016.


⁽³⁾	~~Includes net unamortized deferred financing costs of $3.3 million at September 30, 2017 and $0.9 million at December 31, 2016.~~

~~Mortgage and Construction Loans Payable~~

During the nine months ended September 30, 2017, the Company paid off approximately $30.5 million of fixed rate mortgage debt secured by one wholly-owned property. In the third quarter of 2017, as part of the Core Transaction discussed in detail in Note 3, Core JV I paid off $68.7 million of construction debt with proceeds from the Company's initial investment in the joint venture. During the nine months ended September 30, 2016, the Company paid off approximately $152.6 million of fixed rate mortgage debt secured by nine wholly-owned properties.

In May 2017, the lender of the non-recourse mortgage loan secured by Blanton Common, a wholly-owned property located near Valdosta State University which was acquired as part of the GMH student housing transaction in 2008, sent a formal notice of default and initiated foreclosure proceedings. The property generates insufficient cash flow to cover the debt service on the mortgage, which had a balance of $27.4 million at September 30, 2017 and a contractual maturity date of August 2017. In May 2017, the lender began receiving the net operating cash flows of the property each month in lieu of scheduled monthly mortgage payments. In August 2017, the property transferred to receivership and a third-party manager began managing the property on behalf of the lender. As of September 30, 2017, the Company was cooperating with the lender to allow for a consensual foreclosure process upon which the property will be surrendered to the lender in satisfaction of the mortgage loan. As discussed in Note 2, in June 2017, the Company recorded an impairment charge for this property of $15.3 million.

~~AMERICAN CAMPUS COMMUNITIES, INC. AND SUBSIDIARIES~~

~~AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(unaudited)~~

Unsecured Notes

The ~~Company has issued the~~ following senior unsecured ~~notes:~~notes issued by the Operating Partnership were outstanding as of March 31, 2022:


Date Issued	Amount		% of Par Value	Coupon		Yield			Original Issue Discount		Term (Years)
April 2013	$	400,000	99.659	3.750	%	3.791	%		$	1,364	10
June 2014	400,000		99.861	4.125	%	4.269	%	(1)	556		10
October 2017	400,000		99.912	3.625	%	3.635	%		352		10
June 2019	400,000		99.704	3.300	%	3.680	%	(1)	1,184		7
January 2020	400,000		99.810	2.850	%	2.872	%		760		10
June 2020	400,000		99.142	3.875	%	3.974	%		3,432		10
October 2021	400,000		99.928	2.250	%	2.261	%		288		7
	$	2,800,000							$	7,936

Date Issued Amount % of Par Value Coupon Yield Original Issue Discount Term (Years)
April 2013 $ 400,000
99.659 3.750 % 3.791 % $ 1,364
10
June 2014 400,000
99.861 4.125 % 4.269 %
⁽¹⁾
556
10
September 2015 400,000
99.811 3.350 % 3.391 % 756
5
$ 1,200,000
$ 2,676

(1)The yield includes the effect of the amortization of interest rate swap terminations (see Note 9).


⁽¹⁾	~~The yield includes the effect of the amortization of interest rate swap terminations (see Note 11).~~

The notes are fully and unconditionally guaranteed by the Company. Interest on the notes is payable semi-annually. The terms of the unsecured notes include certain financial covenants that require the Operating Partnership to limit the amount of total debt and secured debt as a percentage of total asset value, as defined. In addition, the Operating Partnership must maintain a minimum ratio of unencumbered asset value to unsecured debt, as well as a minimum interest coverage level. As of ~~September 30, 2017,~~March 31, 2022, the Company was in compliance with all such covenants.

Unsecured Revolving Credit Facility

~~In January 2017, the~~The Company ~~entered into the Fifth Amended and Restated Credit Agreement (the “Agreement”). Pursuant~~is party to ~~the Agreement, the Company increased the size of its~~an unsecured revolving credit facility ~~from $500 million~~(“Credit Facility”) that has capacity of $1.0 billion and contains an accordion feature that allows the Company to ~~$700 million, which may be expanded~~expand the Credit Facility by up to an additional $500 million, ~~upon~~subject to the satisfaction of certain conditions. ~~In connection with the Agreement, the maturity date~~Additionally, a component of the ~~revolving credit facility was~~interest rate is based on the achievement of specified environmental, social, and governance (“ESG”) targets which include the achievement of diversity rates among the Company’s independent board members and employees and completion of certifications or renovations that meet certain sustainability standards. The Credit Facility matures in May 2025, and can be extended ~~from March 2018~~through two six-month extension options, subject to ~~March 2022.~~the satisfaction of certain conditions.

The ~~unsecured revolving credit facility~~Credit Facility bears interest at a variable rate, at the Company’s option, based upon a base rate of one-, ~~two-~~three-, ~~three-~~ or six-month LIBOR, plus, in each case, a spread based upon the Company’s investment grade rating from either Moody’s Investor Services, Inc. or Standard & Poor’s Rating ~~Group.~~Group, subject to adjustment based upon the achievement of ESG targets described above. Additionally, the Company is required to pay a facility fee of 0.20% per annum on the ~~$700 million revolving credit facility.~~$1.0 billion Credit Facility. As of ~~September 30, 2017,~~March 31, 2022, the ~~revolving credit facility bore interest at~~Credit Facility had a ~~weighted average annual rate of 2.44% (1.24% + 1.00% spread + 0.20% facility fee),~~zero balance and availability under the ~~revolving credit facility~~Credit Facility totaled ~~$433.6 million.~~$1.0 billion.

The terms of the ~~unsecured credit facility~~Credit Facility include certain restrictions and covenants, which limit, among other items, the incurrence of additional indebtedness and liens. The facility contains customary affirmative and negative covenants and also contains financial covenants that, among other things, require the Company to maintain certain maximum leverage ratios and minimum ratios of “EBITDA” (earnings before interest, taxes, depreciation, and amortization) to fixed charges. The financial covenants also ~~include~~include a minimum asset value requirement, a maximum secured debt ratio, and a minimum unsecured debt service coverage ratio. As of ~~September 30, 2017,~~March 31, 2022, the Company was in compliance with all such covenants.

Unsecured Term ~~Loans~~Loan

The ~~Company has a $150 million unsecured term loan (“~~Company’s Term Loan ~~I Facility”) which has an accordion feature that allows the Company to expand the amount by up to an additional $50~~totals $200 million subject to the satisfaction of certain conditions. The maturity date of the Term Loan I Facility is March 2021. The weighted average annual rate on the Term Loan I Facility was 2.33% (1.23% + 1.10% spread) at September 30, 2017.

~~In June 2017, the Company entered into an Unsecured Term Loan Credit Agreement (the “New Term Loan II Facility”) totaling $200 million. The maturity date of the New Term Loan II Facility is~~and matures in June 2022. The agreement has an accordion feature that allows the Company to expand the amount by up to an additional $100 million, subject to the satisfaction of certain conditions. The ~~weighted average annual~~Company is also currently party to two interest rate onswap contracts to hedge the ~~New Term Loan II Facility was 2.34% (1.24% + 1.10% spread), at September 30, 2017.~~

In September 2017, the Company entered into an Unsecured Term Loan Credit Agreement (“Term Loan III Facility”) totaling $300 million. The maturity date of the Term Loan III Facility is September 2018, and can be extended for two one-year periods at the Company’s option, subject to the satisfaction of certain conditions. The agreement has an accordion feature that allowsvariable rate cash flows associated with the

2011

Results of Operations

Comparison of the Three Months Ended ~~September 30, 2017~~March 31, 2022 and ~~September 30, 2016~~March 31, 2021

The following table presents our results of operations for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, including the amount and percentage change in these results between the two periods.


	Three Months Ended March 31,
	2022		2021		Change ($)		Change (%)
Revenues
Owned properties	$	253,048	$	218,444	$	34,604	15.8	%
On-campus participating properties	10,694		8,958		1,736		19.4	%
Third-party development services	6,882		1,959		4,923		251.3	%
Third-party management services	3,122		3,361		(239)		(7.1)	%
Total revenues	273,746		232,722		41,024		17.6	%

Operating expenses (income)
Owned properties	103,608		93,991		9,617		10.2	%
On-campus participating properties	4,001		3,290		711		21.6	%
Third-party development and management services	5,154		5,387		(233)		(4.3)	%
General and administrative	10,298		11,128		(830)		(7.5)	%
Depreciation and amortization	70,552		68,117		2,435		3.6	%
Ground/facility leases	6,138		3,208		2,930		91.3	%
Other operating expenses	—		1,200		(1,200)		(100.0)	%


Total operating expenses	199,751		186,321		13,430		7.2	%

Operating income	73,995		46,401		27,594		59.5	%

Nonoperating income (expenses)
Interest income	560		220		340		154.5	%
Interest expense	(30,061)		(28,977)		(1,084)		3.7	%
Amortization of deferred financing costs	(1,614)		(1,319)		(295)		22.4	%

Other nonoperating income	180		—		180		100.0	%
Total nonoperating expenses	(30,935)		(30,076)		(859)		2.9	%

Income before income taxes	43,060		16,325		26,735		163.8	%
Income tax provision	(340)		(340)		—		—	%
Net income	42,720		15,985		26,735		167.3	%

Net income attributable to noncontrolling interests	(3,537)		(367)		(3,170)		863.8	%
Net income attributable to ACC, Inc. and Subsidiaries common stockholders	$	39,183	$	15,618	$	23,565	150.9	%

Three Months Ended
September 30,
2017 2016 Change ($) Change (%)
Revenues
Wholly-owned properties $ 183,569
$ 185,694
$ (2,125 ) (1.1 )%
On-campus participating properties 6,799
6,758
41
0.6 %
Third-party development services 3,566
773
2,793
361.3 %
Third-party management services 2,291
2,376
(85 ) (3.6 )%
Resident services 713
810
(97 ) (12.0 )%
Total revenues 196,938
196,411
527
0.3 %

Operating expenses

Wholly-owned properties 99,423
100,602
(1,179 ) (1.2 )%
On-campus participating properties 3,923
3,784
139
3.7 %
Third-party development and management services 3,879
3,340
539
16.1 %
General and administrative 8,684
5,375
3,309
61.6 %
Depreciation and amortization 61,125
52,067
9,058
17.4 %
Ground/facility leases 2,329
1,965
364
18.5 %
Total operating expenses 179,363
167,133
12,230
7.3 %

Operating income 17,575
29,278
(11,703 ) (40.0 )%

Nonoperating income and (expenses)

Interest income 1,259
1,272
(13 ) (1.0 )%
Interest expense (18,654 ) (19,016 ) 362
(1.9 )%
Amortization of deferred financing costs (1,146 ) (1,344 ) 198
(14.7 )%
Total nonoperating expense (18,541 ) (19,088 ) 547
(2.9 )%

(Loss) income before income taxes (966 ) 10,190
(11,156 ) (109.5 )%
Income tax provision (267 ) (345 ) 78
(22.6 )%

Net (loss) income (1,233 ) 9,845
(11,078 ) (112.5 )%

Net income attributable to noncontrolling interests (79 ) (201 ) 122
(60.7 )%
Net (loss) income attributable to ACC, Inc. and Subsidiaries common stockholders
$ (1,312 ) $ 9,644
$ (10,956 ) (113.6 )%

Same Store and New Property Operations

We define our same store property portfolio as ~~wholly-owned~~owned properties that ~~were~~are owned and operating for both of the full years ended December 31, ~~2017~~2022 and December 31, ~~2016,~~2021, which are not conducting or planning to conduct substantial development, redevelopment, or repositioning activities, and are not classified as held for sale as of ~~September 30, 2017.~~March 31, 2022. It also includes the full operating results of properties owned through joint ventures in which the Company has a controlling financial interest and which are consolidated for financial reporting purposes.

Same store revenues are defined as revenues generated from our same store portfolio and consist of rental revenue earned from student leases as well as other income items such as utility income, damages, parking income, summer conference rent, application and administration fees, income from retail tenants, the provision for uncollectible accounts, and income earned by one of our TRS entities from ancillary activities such as the provision of food services.

Same store operating expenses are defined as operating expenses generated from our same store portfolio and include usual and customary expenses incurred to operate a property such as payroll, maintenance, utilities, marketing, general and administrative costs, insurance, and property ~~taxes, and bad debt.~~taxes. Same store operating expenses also include an allocation of payroll and other administrative costs related to corporate management and oversight.

A reconciliation of our same store, new property, and ~~sold/held for sale property operations to our consolidated statements of comprehensive income is set forth below:~~

Same Store Properties New Properties
Sold/Held for Sale Properties ⁽¹⁾
Total - All Properties
Three Months Ended
September 30, Three Months Ended
September 30, Three Months Ended
September 30, Three Months Ended
September 30,
2017 2016 2017 2016
2017⁽²⁾

2016 ⁽³⁾
2017 2016
Number of properties⁽⁴⁾
124
124
24
8
1
22
149
154
Number of beds ⁽⁴⁾
73,871
73,871
14,364
3,737
860
13,600
89,095
91,208

Revenues ⁽⁵⁾
$ 162,776
$ 160,636
$ 20,637
$ 4,187
$ 869
$ 21,681
$ 184,282
$ 186,504
Operating expenses 87,902
85,126
11,232
2,242
289
13,234
99,423
100,602


⁽¹⁾	~~Does not include the allocation of payroll and~~ other ~~administrative costs related to corporate management and oversight.~~


⁽²⁾	~~Includes one property currently in receivership that is in the process of being transferred to the lender in settlement of the property’s $27.4 million mortgage loan that matured in August 2017.~~


⁽³⁾	~~Includes properties sold in 2016 and 2017, and one property that is in the process of being transferred to the lender as discussed above.~~


⁽⁴⁾	~~Does not include properties under construction or undergoing redevelopment.~~


⁽⁵⁾	~~Includes revenues which are reflected as resident services revenue on the accompanying consolidated statements of comprehensive income.~~

~~Same Store Properties:~~ The increase in revenue from our same store properties was primarily due to an increase in average rental rates for the 2017/2018 academic year, partially offset by a decrease in our weighted average occupancy from 92.2% during the three months ended September 30, 2016 to 91.9% during the three months ended September 30, 2017. Future revenues will be dependent on our ability to maintain our current leases in effect for the 2017/2018 academic year and our ability to obtain appropriate rental rates and desired occupancy for the 2018/2019 academic year at our various properties.

The increase in operating expenses from our same store properties was primarily due to: (i) an increase in repairs and maintenance expense of approximately $1.9 million related to cleanup and repairs for water intrusion, roofing, and landscaping at the Company’s communities located in Florida and Texas, as a result of hurricanes Harvey and Irma; (ii) an increase in property taxes and related consulting fees due to increased property tax assessments in various markets; and (iii) other general inflationary factors. We anticipate that operating expenses for our same store property portfolio for 2017 will increase as compared to 2016 as a result of the reasons discussed above.

~~New Property Operations:~~ ~~Our new properties for the three and nine months ended September 30, 2017 are summarized in the table below:~~



~~Property~~	~~Location~~	~~Primary University Served~~	~~Beds~~	~~Acquisition/ Opening Date~~
~~Acquisitions:~~
~~University Crossings~~	~~Charlotte, NC~~	~~University of North Carolina~~	~~546~~	~~August 2016~~
~~U Point~~	~~Syracuse, NY~~	~~Syracuse University~~	~~163~~	~~October 2016~~
~~The Arlie~~	~~Arlington, TX~~	~~University of Texas at Arlington~~	~~598~~	~~April 2017~~
~~TWELVE at U District~~	~~Seattle, WA~~	~~University of Washington~~	~~384~~	~~June 2017~~
~~Hub Eugene~~	~~Eugene, OR~~	~~University of Oregon~~	~~513~~	~~August 2017~~
~~State~~	~~Fort Collins, CO~~	~~Colorado State University~~	~~665~~	~~August 2017~~
~~The James~~⁽¹⁾	~~Madison, WI~~	~~University of Wisconsin~~	~~850~~	~~September 2017~~
		~~SUBTOTAL - Acquisitions~~	~~3,719~~
~~Owned Developments:~~
~~Currie Hall~~	~~Los Angeles, CA~~	~~University of Southern California~~	~~456~~	~~August 2016~~
~~Fairview House~~	~~Indianapolis, IN~~	~~Butler University~~	~~633~~	~~August 2016~~
~~University Pointe~~	~~Louisville, KY~~	~~University of Louisville~~	~~531~~	~~August 2016~~
~~U Club on 28th~~	~~Boulder, CO~~	~~University of Colorado~~	~~398~~	~~August 2016~~
~~U Club Sunnyside~~	~~Morgantown, WV~~	~~West Virginia University~~	~~534~~	~~August 2016~~
~~The Court at Stadium Centre~~	~~Tallahassee, FL~~	~~Florida State University~~	~~260~~	~~August 2016~~
~~Merwick Stanworth Phase II~~	~~Princeton, NJ~~	~~Princeton University~~	~~379~~	~~September 2016~~
~~Tooker House~~	~~Tempe, AZ~~	~~Arizona State University~~	~~1,594~~	~~August 2017~~
~~Sky View~~	~~Flagstaff, AZ~~	~~Northern Arizona University~~	~~626~~	~~August 2017~~
~~University Square~~	~~Prairie View, TX~~	~~Prairie View A&M University~~	~~466~~	~~August 2017~~
~~U Centre on Turner~~	~~Columbia, MO~~	~~University of Missouri~~	~~718~~	~~August 2017~~
~~U Pointe on Speight~~	~~Waco, TX~~	~~Baylor University~~	~~700~~	~~August 2017~~
~~21Hundred @ Overton Park~~	~~Lubbock, TX~~	~~Texas Tech University~~	~~1,204~~	~~August 2017~~
~~Suites at 3rd~~	~~Champaign, IL~~	~~University of Illinois~~	~~251~~	~~August 2017~~
~~U Club Binghamton Phase II~~	~~Binghamton, NY~~	~~SUNY Binghamton University~~	~~562~~	~~August 2017~~
~~Callaway House Apartments~~	~~Norman, OK~~	~~University of Oklahoma~~	~~915~~	~~August 2017~~
~~U Centre on College~~	~~Clemson, SC~~	~~Clemson University~~	~~418~~	~~August 2017~~
		~~SUBTOTAL - Owned Developments~~	~~10,645~~
		~~Total - New Properties~~	~~14,364~~


⁽¹⁾	~~The James is a property held by a joint venture formed as part of the Core Transaction. Refer to Note 3 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1.~~

~~Third-Party Development Services Revenue~~

Third-party development services revenue increased by approximately $2.8 million, from $0.8 million during the three months ended September 30, 2016 to $3.6 million for the three months ended September 30, 2017. This increase was due to the closing of bond financing and commencement of construction of a fourth phase at the University of California, Irvine during the third quarter 2017. This project contributed approximately $2.9 million in revenue during the three months ended September 30, 2017.

Development services revenues are dependent on our ability to successfully be awarded such projects, the amount of the contractual fee related to the project and the timing and completion of the development and construction of the project. In addition, to the extent projects are completed under budget, we may be entitled to a portion of such savings, which are recognized as revenue when performance has been agreed upon by all parties, or when performance has been verified by an independent third-party. It is possible that projects for which we have deferred pre-development costs will not close and that we will not be reimbursed for such costs. The pre-development costs associated therewith will ordinarily be charged against income for the then-current period. We anticipate third-party development services revenue to increase in 2017 as compared to 2016 as a result of the closing and commencement of construction of additional anticipated third-party development projects. However, the commencement of such projects is highly dependent on final determination of feasibility, negotiation, procurement rules and other applicable law, fluctuations in the construction and financing markets, and the availability of project financing.

~~Third-Party Development and Management Services Expenses~~

Third-party development and management services expenses increased by approximately $0.6 million, from $3.3 million during the three months ended September 30, 2016 to $3.9 million for the three months ended September 30, 2017. This increase was due to an increase in payroll and other administrative costs related to corporate management and oversight, an increase in the level of pursuits of potential on-campus development projects, and general inflation. We anticipate third-party development and management services expenses will increase in 2017 as compared to 2016 for the reasons discussed above.

~~General and Administrative~~

General and administrative expenses increased by approximately $3.3 million, from $5.4 million during the three months ended September 30, 2016 to $8.7 million for the three months ended September 30, 2017. This increase was primarily due to the following: (i) $2.9 million of transaction costs incurred in connection with our initial investment in the Core Transaction in August 2017; (ii) increases in travel and related pursuit costs of potential acquisition transactions; (iii) additional expenses incurred in connection with enhancements to our operating systems platform; and (iv) other general inflationary factors. We anticipate general and administrative expenses will increase in 2017 as compared to 2016 for the reasons discussed above.

~~Depreciation and Amortization~~

Depreciation and amortization increased by approximately $9.0 million, from $52.1 million during the three months ended September 30, 2016 to $61.1 million for the three months ended September 30, 2017. This increase was primarily due to the following: (i) a $4.8 million increase related to the completion of construction and opening of seven owned development properties in August and September of 2016 and ten owned development properties in August 2017; (ii) a $3.8 million increase due to property acquisition activity during 2016 and 2017; and (iii) a $2.4 million increase in depreciation expense at our same store properties due to capital improvement projects at various properties. These increases were partially offset by a $2.0 million decrease in depreciation and amortization expense related to properties sold in 2016 and 2017. We anticipate depreciation and amortization expense to increase in 2017 as compared to 2016 for the reasons discussed above.

~~Ground/Facility Leases~~

Ground/facility leases expense increased by approximately $0.3 million, from $2.0 million during the three months ended September 30, 2016 to $2.3 million for the three months ended September 30, 2017. This increase was primarily due to ACE development projects that completed construction and opened for operations in Fall 2016 and 2017. We anticipate ground/facility leases expense to increase for the full year 2017 as compared to 2016 for the reasons discussed above.

~~Interest Expense~~

Interest expense decreased by approximately $0.3 million, from $19.0 million during the three months ended September 30, 2016 to $18.7 million for the three months ended September 30, 2017. Interest expense decreased as a result of the following: (i) a decrease of approximately $2.2 million related to the disposition of properties with outstanding mortgage debt during 2016; (ii) a decrease of approximately $0.9 million due to the pay-off of $200 million of our $350 million term loan facility (“Term Loan I Facility”) in November 2016; (iii) a $0.5 million decrease related to the pay-off of mortgage loans during 2016; and (iv) a $0.2 million decrease related to lower outstanding balances on our mortgage debt due to continued scheduled principal payments. These decreases were partially offset by (i) a $1.7 million increase related to increased borrowings on our revolving credit facility; (ii) an increase of approximately $1.4 million related to the closings of our $300 million term loan facility (“Term Loan III Facility”) in September 2017 and our $200 million term loan (the “New Term Loan II Facility”) in June 2017; and (iii) an increase of $0.4 million in interest related to the property in receivership incurred while working with the lender to finalize the transfer of the property in settlement of the property’s $27.4 million mortgage loan.

We anticipate interest expense will decrease in 2017 as compared to 2016 due to the pay-off of mortgage debt in 2016 and 2017, the disposition of properties with outstanding mortgage debt during 2016, and the 2016 pay-off of $200 million of the Term Loan I Facility. These decreases will be offset by an increase in borrowings under the Company’s revolving credit facility to fund its development pipeline, an increase related to the closings of the New Term Loan II Facility in June 2017, the Term Loan III Facility in September 2017, and additional interest incurred from the $400 million offering of unsecured notes in October 2017.

~~Comparison of the Nine Months Ended September 30, 2017 and September 30, 2016~~

~~The following table presents our results of operations for the nine months ended September 30, 2017 and 2016, including the amount and percentage change in these results between the two periods.~~

Nine Months Ended
September 30,
2017 2016 Change ($) Change (%)
Revenues
Wholly-owned properties $ 531,556
$ 546,078
$ (14,522 ) (2.7 )%
On-campus participating properties 23,128
23,018
110
0.5 %
Third-party development services 4,697
3,929
768
19.5 %
Third-party management services 7,193
7,039
154
2.2 %
Resident services 2,310
2,325
(15 ) (0.6 )%
Total revenues 568,884
582,389
(13,505 ) (2.3 )%

Operating expenses

Wholly-owned properties 249,552
257,175
(7,623 ) (3.0 )%
On-campus participating properties 11,080
10,125
955
9.4 %
Third-party development and management services 11,789
10,638
1,151
10.8 %
General and administrative 25,200
16,810
8,390
49.9 %
Depreciation and amortization 169,391
159,486
9,905
6.2 %
Ground/facility leases 7,151
6,736
415
6.2 %
Provision for real estate impairment 15,317
—
15,317
100.0 %
Total operating expenses 489,480
460,970
28,510
6.2 %

Operating income 79,404
121,419
(42,015 ) (34.6 )%

Nonoperating income and (expenses)

Interest income 3,723
4,026
(303 ) (7.5 )%
Interest expense (47,944 ) (61,762 ) 13,818
(22.4 )%
Amortization of deferred financing costs (3,197 ) (5,238 ) 2,041
(39.0 )%
(Loss) gain from disposition of real estate (632 ) 17,409
(18,041 ) (103.6 )%
Total nonoperating expense (48,050 ) (45,565 ) (2,485 ) 5.5 %

Income before income taxes 31,354
75,854
(44,500 ) (58.7 )%
Income tax provision (791 ) (1,035 ) 244
(23.6 )%
Net income 30,563
74,819
(44,256 ) (59.2 )%

Net income attributable to noncontrolling interests (587 ) (1,150 ) 563
(49.0 )%
Net income attributable to ACC, Inc. and
Subsidiaries common stockholders
$ 29,976
$ 73,669
$ (43,693 ) (59.3 )%

~~Same Store and New Property Operations~~

~~A reconciliation of our same store, new property and sold/held for sale~~ property operations to our consolidated statements of comprehensive income is set forth below:


	Same Store Properties				New Properties (1)				Other (2)				Total - All Properties
	Three Months Ended March 31,				Three Months Ended March 31,				Three Months Ended March 31,				Three Months Ended March 31,
	2022		2021		2022		2021		2022		2021		2022		2021
Number of properties (3)	159		159		—		—		—		—		159		159
Number of beds (3)	96,234		96,234		6,759		2,611		—		—		102,993		98,845

Revenues	$	239,639	$	217,789	$	13,409	$	655	$	—	$	—	$	253,048	$	218,444
Operating expenses	$	96,369	$	92,403	$	7,148	$	1,517	$	91	$	71	$	103,608	$	93,991

Same Store Properties New Properties
Sold/Held for Sale Properties ⁽¹⁾
Total - All Properties
Nine Months Ended
September 30, Nine Months Ended
September 30, Nine Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
2017 ⁽²⁾

2016 ⁽³⁾
2017 2016
Number of properties⁽⁴⁾
124
124
24
8
2
24
150
⁽⁵⁾
156
Number of beds ⁽⁴⁾
73,871
73,871
14,364
3,737
1,517
14,924
89,752
92,532

Revenues ⁽⁶⁾
$ 490,177
$ 478,327
$ 39,774
$ 4,291
$ 3,915
$ 65,785
$ 533,866
$ 548,403
Operating expenses 227,993
220,724
19,152
2,400
2,407
34,051
249,552
257,175


⁽¹⁾	~~Does not include the allocation of payroll and other administrative costs related to corporate management and oversight.~~


⁽²⁾	Includes one property that was sold in April 2017 and one property currently in receivership that is in the process of being transferred to the lender in settlement of the property’s $27.4 million mortgage loan that matured in August 2017.


⁽³⁾	~~Includes properties sold in 2016 and 2017, and one property that is in the process of being transferred to the lender as discussed above.~~


⁽⁴⁾	~~Does not include properties under construction or undergoing redevelopment.~~


⁽⁵⁾	~~Difference from total operating property portfolio represents one property that was sold during the second quarter 2017.~~


⁽⁶⁾	~~Includes revenues which are reflected as resident services revenue on the accompanying consolidated statements of comprehensive income.~~

(1)Property count does not include the Walt Disney World® Resort project which is counted as one property under development and consists of ten phases, of which six full phases and one partial phase have been completed, with the remaining phases anticipated to be delivered in 2022 and 2023. Bed count includes the beds for the completed phases of this project.

(2)Includes professional fees related to the operation of consolidated joint ventures that are included in owned properties operating expenses in the consolidated statements of comprehensive income.

(3)Does not include properties that are under construction or undergoing redevelopment.

Same Store Properties: The increase in ~~revenue from our~~ same store ~~properties~~revenue was primarily due to an increase in average occupancy from 89.9% for the three months ended March 31, 2021, to 95.6% for the three months ended March 31, 2022 coupled with an increase in average rental rates due to improved leasing results for the ~~2016/2017~~2021/2022 academic year compared to the prior academic year, and ~~2017/2018 academic years, partially offset by a slight decrease~~an increase in ~~our weighted average occupancy from 93.8%during the nine months ended September 30, 2016 to 93.6% for the nine months ended September 30, 2017.~~

other income. The increase in operating expenses ~~from~~for our same store properties during the three months ended March 31, 2022 was ~~primarily due to~~driven by the ~~same factors that contributed to~~normalization of operations, as the ~~increase in operating expenses~~prior year financial results were impacted by COVID-19, and other inflationary factors.

New Property Operations: Our new properties for the three months ended ~~September 30, 2017, as discussed above, as well the following: (i) an increase in utilities expense as a result of overall rate increases in water~~March 31, 2021 include six full phases and ~~sewage in various markets,~~one partial phase at our Disney College Program project which was partially offset by increased utility reimbursements from tenants which are included in same store properties revenues; (ii) increases related to 2015 development deliveries caused primarily by the stabilization of property tax assessments in the second year of operations; and (iii) additional marketing expenses incurred due to our efforts to achieve our leasing targets.

~~New Property Operations:~~ ~~Our new properties~~have opened for ~~the nine months ended September 30, 2017~~occupancy. These phases are summarized in the table ~~of new properties contained in the discussion of our results of operations for the three months ended September 30, 2017 and 2016.~~below:

Property

Location

University / Market Served

Beds

Opened for Occupancy

Disney College Program Phase I (ACE)

Orlando, FL

Walt Disney World® Resort

778

May 2020

Disney College Program Phase II (ACE)

Orlando, FL

Walt Disney World® Resort

849

August 2020

Disney College Program Phase III (ACE)

Orlando, FL

Walt Disney World® Resort

984

January 2021

Disney College Program Phase IV (ACE)

Orlando, FL

Walt Disney World® Resort

1,521

May 2021

Disney College Program Phase V (ACE)

Orlando, FL

Walt Disney World® Resort

1,152

July 2021

Disney College Program Phase VI (ACE)

Orlando, FL

Walt Disney World® Resort

739

January 2022

Disney College Program Phase VII A (ACE)

Orlando, FL

Walt Disney World® Resort

736

March 2022

Total - New Properties

6,759

On-Campus Participating Properties (“OCPP”) Operations

~~Same Store OCPP Properties:~~ WeAs of March 31, 2022, we had ~~five participating properties~~six OCPPs containing ~~5,086 beds which were operating during the nine months ended September 30, 2017 and 2016.~~5,230 beds. Revenues from ~~these properties~~our OCPPs increased by ~~$0.1~~$1.7 million, from ~~$23.0~~$9.0 million for the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2021, to ~~$23.1~~$10.7 million for the ~~nine~~three months ended ~~September 30, 2017 as a result of~~March 31, 2022. The increase was primarily due to an increase in average ~~rental rates~~occupancy from 81.3% for the ~~2016/2017 and 2017/2018 academic years, offset by a decrease in average occupancy from 69.5%~~three months ended March 31, 2021 to 90.6% for the ~~nine~~three months ended ~~September 30, 2016 to 67.6% for the nine months ended September 30, 2017.~~ March 31, 2022.

Operating expenses at ~~these properties~~our OCPPs increased by ~~$1.0~~$0.7 million, from ~~$10.1~~$3.3 million for the ~~nine~~three months ended ~~September 30, 2016 as compared~~March 31, 2021, to ~~$11.1~~$4.0 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2022. The increase in OCPP expenses was primarily due to ~~(i) an increase in payroll costs related to recently filled staff positions; (ii)~~ increased maintenance costs ~~related to the annual turn process; (iii) an increase in utilities expense; and (iv) increases in general and administrative costs. Future revenues will be dependent on~~at our ability to maintain our current leases in effect for the 2017/2018 academic year and our ability to obtain appropriate rental rates and desired occupancy for the 2018/2019 academic year. We anticipate that operating expenses for our OCPP properties for 2017 will increase as compared to 2016 for the reasons discussed above.OCPPs.

Third-Party Development Services Revenue

Third-party development services revenue increased by approximately ~~$0.8~~$4.9 million, from ~~$3.9~~$2.0 million during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2021, to ~~$4.7~~$6.9 million for the ~~nine~~three months ended ~~September 30, 2017. This~~March 31, 2022. The increase was primarily due to the ~~closing~~commencement of ~~bond financing~~construction of the Family and Graduate Housing project at Massachusetts Institute of Technology which contributed $4.8 million of revenue during the three months ended March 31, 2022, as compared to the commencement of construction of a ~~fourth~~second phase project at Concordia University during the ~~University of California, Irvine~~prior year period which contributed ~~approximately $2.9~~$0.8 million inof revenue ~~for~~during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021 and a $1.3 million increase in continued development services revenues for projects that commenced construction in 2019, 2020, and 2021. These increases were ~~partially~~ offset by the closing of bond financing and commencement of construction of two development projects with the Texas A&M University System at their Corpus Christi and San Antonio campuses, which contributed approximately $2.0a $0.4 million ~~of revenue, as well as a $0.5 million fee~~decrease in incentive fees earned ~~for the performance of various predevelopment activities for the University of Kansas~~ during the ~~nine months ended September 30, 2016. During the nine months ended September 30, 2017 we had three projects in progress with an average contractual fee of approximately $3.1 million, as compared~~comparable periods related to ~~the nine months ended September 30, 2016 in which we had four projects in progress with an average contractual fee of approximately $1.8 million.~~ cost savings from completed development projects.

~~Third-Party Development~~General and ~~Management Services Expenses~~Administrative

~~Third-party development~~General and ~~management services~~administrative expenses ~~increased~~decreased by approximately ~~$1.2~~$0.8 million, from ~~$10.6~~$11.1 million during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2021, to ~~$11.8~~$10.3 million ~~for the nine months ended September 30, 2017. This increase was due to the same factors that contributed to the increase in third-party development and management services expenses~~ for the three months ended ~~September 30, 2017, as discussed above.~~

~~General~~March 31, 2022. The decrease was primarily due to a decrease in consulting, legal, and ~~Administrative~~

~~General~~other costs related to stockholder engagement activities, a decrease in board compensation expense due to Board refreshment activities in January 2021, and a decrease in restricted stock award amortization expense due to the acceleration of amortization related to the retirement of the Company's President in August 2021. Excluding these items, general and administrative expenses increased by approximately ~~$8.4~~$0.8 million ~~from $16.8 million~~ during the nine months ended September 30, 2016 to $25.2 million for the nine months ended September 30, 2017. This increase was primarily due to the same factors that contributed to the increase in general and administrative expenses for the three months ended ~~September 30, 2017,~~March 31, 2022 as ~~discussed above, as well as $4.5 million in contractual executive separation and retirement charges~~compared to the three months ended March 31, 2021 due to additional expenses incurred in ~~the first~~connection with enhancements to our operating systems platform and ~~second quarter 2017 as a result of the retirement of the former Company’s Chief Financial Officer.~~other general inflationary factors.

Depreciation and Amortization

Depreciation and amortization increased by approximately ~~$9.9~~$2.5 million, from ~~$159.5~~$68.1 million during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2021, to ~~$169.4~~$70.6 million for the ~~nine~~three months ended ~~September 30, 2017. This~~March 31, 2022. The increase was primarily due to ~~the following: (i)~~ a ~~$10.7~~$2.1 million increase in depreciation expense related to the completion of construction and opening of ~~seven owned development properties in August~~phases IV- VIIA of the Disney College Program during 2021 and September of 2016 and ten owned development properties in August 2017; (ii) a $7.0 million increase due to property acquisition activity during 2016 and 2017; (iii) a $4.9 million increase in depreciation expense at our same store properties due to capital improvement projects at various properties; and (iv) a $0.2 million increase in depreciation of corporate assets. These increases were partially offset by a $13.0 million decrease in depreciation and amortization expense related to properties sold in 2016 and 2017.2022.

Ground/Facility Leases

Ground/facility leases expense increased by approximately ~~$0.5~~$2.9 million, from ~~$6.7~~$3.2 million during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2021, to ~~$7.2~~$6.1 million for the ~~nine~~three months ended ~~September 30, 2017. This~~March 31, 2022. The increase was primarily due to the ~~same factors that contributed to~~additional expense incurred at our Disney College Program Project as a result of the ~~increase~~reinstatement of the Disney College Program in ~~ground/facility lease~~May 2021 and the continued delivery of phases of the project during 2021 and 2022.

Other Operating Expenses

Other operating expenses for the three months ended ~~September 30, 2017, as discussed above.~~March 31, 2021, represent $1.2 million of expenses incurred in relation to a litigation settlement.

~~Provision for Real Estate Impairment~~

During the nine months ended September 30, 2017, we recorded an impairment charge of approximately $15.3 million for one wholly-owned property currently in receivership that is in the process of being transferred to the lender in settlement of the property’s $27.4 million mortgage loan that matured in August 2017. Refer to Note 7 in the accompanying Notes to Consolidated Financial Statements in Item 1 for a detailed discussion of this transaction.

Interest Expense

Interest expense ~~decreased~~increased by approximately ~~$13.9~~$1.1 million, from ~~$61.8~~$29.0 million during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2021, to ~~$47.9~~$30.1 million for the ~~nine~~three months ended ~~September 30, 2017. Interest expense decreased as a result~~March 31, 2022. The increase was primarily due to $2.3 million of ~~the following: (i) a decrease of approximately $7.4 million~~additional interest incurred related to ~~the disposition~~our offering of ~~properties with outstanding mortgage debt during 2016; (ii)~~unsecured notes in October 2021 and a ~~$4.6~~$0.9 million ~~increase~~decrease in capitalized interest due to the ~~timing and volume~~delivery of ~~construction activities~~phases IV - VIIA of the Disney College Program. These items were offset by a $1.2 million decrease in interest expense on our ~~owned development projects~~revolving credit facility, as there was no outstanding balance during the ~~comparable nine month periods; (iii)~~three months ended March 31, 2022, and a ~~$3.5~~$0.8 million decrease ~~related~~due to the pay-off of mortgage ~~loans during 2016;~~debt in 2021.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests represents consolidated joint venture partners’ share of net income and ~~(iv) a decrease of approximately $3.6~~net income allocable to OP unitholders. Net income attributable to noncontrolling interests increased by $3.1 million, from $0.4 million for the three months ended March 31, 2021, to $3.5 million for the three months ended March 31, 2022. The increase is primarily due to the ~~pay-off~~closing of our $250 million term loan facility (“Term Loan II Facility”) in February 2016 and the pay-off of a portion of the Term Loan I Facility in November 2016. These decreases were partially offset by (i) a $3.6 million increase in interest expense related to increased borrowingsan additional joint venture transaction on ~~our revolving credit facility; and (ii) a $1.4 million increase in interest related to closings of our Term Loan III Facility in September 2017 and our New Term Loan II Facility in June 2017.~~

~~Amortization of Deferred Financing Costs~~

Amortization of deferred financing costs decreased by approximately $2.0 million, from $5.2 million during the nine months ended September 30, 2016 to $3.2 million for the nine months ended September 30, 2017. This decrease was primarily due to $1.1 million of accelerated amortization related to the pay-off of our Term Loan II Facility in February 2016, $0.6 million related to the pay-off of a portion of the Term Loan I Facility in November 2016, and $0.3 million related to properties with mortgage debt sold in 2016. We anticipate amortization of deferred finance costs will decrease in 2017 for the reasons discussed above, offset by increases related to the New Term Loan II and Term Loan III facilities, and the offering of unsecured notes in October 2017.

~~(Loss) Gain from Disposition of Real Estate~~

During the nine months ended September 30, 2017, we sold one wholly-owned property containing 657 beds, resulting in a net loss from disposition of real estate of approximately $0.6 million. During the nine months ended September 30, 2016, we sold two wholly-owned properties containing 1,324 beds, resulting in a net gain from disposition of real estate of approximately $17.4 million. Refer to Note 4 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1.

~~Noncontrolling Interests~~

~~Noncontrolling interests represent holders of common and preferred units in our Operating Partnership not held by ACC or ACC Holdings~~December 31, 2021 as well as ~~certain third-party partners~~improved operating performance at the properties in previously existing joint ventures consolidated by us for financial reporting purposes. Accordingly, these external partners are allocated their share of income/loss during the respective reporting periods. Refer to Note 9 in the accompanying Notes to Consolidated Financial Statements in Item 1 for a detailed discussion of noncontrolling interests.ventures.

Liquidity and Capital Resources

The Merger Agreement contains provisions which restrict or prohibit certain capital expenditures without the consent of the Parent as well as certain capital transactions typically used to fund our short and long-term liquidity requirements. Until the Merger Transactions close, or the Merger Agreement is terminated, our liquidity requirements will primarily be funded by our cash flow from operations and certain other capital activities allowed under the Merger Agreement. In particular, we are subject to various restrictions under the Merger Agreement on raising additional capital, assuming additional debt, issuing additional equity or debt, repurchasing equity, paying dividends, utilizing our revolving credit facility, and entering into certain acquisition and disposition transactions, among other restrictions.

Cash Balances and Cash Flows

~~As of September 30, 2017, excluding our on-campus participating properties, we had $29.7 million in~~Our cash, ~~and~~ cash equivalents, and restricted cash ~~as compared to $32.3 million in cash and cash equivalents and restricted cash~~balances as of March 31, 2022 and the change in the balances from December 31, ~~2016. Restricted cash primarily consists of escrow accounts held by lenders and resident security deposits, as required by law~~2021 are summarized in ~~certain states, and funds held in escrow in connection with potential acquisition and development opportunities.~~ the table below.


	March 31, 2022		December 31, 2021		Change ($)
Cash and cash equivalents	$	87,656	$	120,351	$	(32,695)
Restricted cash	16,988		14,326		2,662
Total	$	104,644	$	134,677	$	(30,033)

The following ~~discussion relates to changes in~~table summarizes our cash flows due to operating, investing, and financing activities ~~which are presented in our consolidated statements of cash flows included in Item 1.~~

~~Operating Activities:~~ ~~For~~for the ~~nine~~three months ended ~~September 30, 2017, net~~March 31, 2022 and 2021, including a discussion of the changes.


	Three Months Ended March 31,
	2022		2021		Change ($)
Net cash provided by operating activities	$	73,414	$	49,814	$	23,600
Net cash used in investing activities	(27,557)		(66,575)		39,018
Net cash (used in) provided by financing activities	(75,890)		8,018		(83,908)
Net change in cash, cash equivalents, and restricted cash	$	(30,033)	$	(8,743)	$	(21,290)

Operating Activities

This increase in cash provided by operating activities was ~~approximately $245.1 million, as compared~~primarily due to ~~approximately $242.8 million~~the following:

(i)improved operating results at our properties during the three months ended March 31, 2022 due to the continued normalization of operations at our owned properties, a decrease in COVID-19 related concessions, increases in occupancy and rental rates for the ~~nine months ended September 30, 2016, an increase~~2021/2022 academic year, and the recommencement of ~~$2.3 million. This increase~~the Disney College Program in ~~cash flows was~~2021;

(ii)timing of the collection of receivables related to third-party development projects; and

(iii)increases in payables due to ~~operating cash flows provided by~~ the ~~completion~~timing of ~~construction and opening of ten owned development properties in third quarter of 2017, and the completion of seven owned development projects in the third quarter of 2016, as well as~~ property ~~acquisitions in 2016 and 2017. The increase was~~tax payments.

These increases were partially offset by the following:

(i)timing of ~~collections~~the collection of ~~our student accounts receivable as well as a~~receivables related to master lease agreements; and

(ii)decreases in accrued expenses and the payment of incentive compensation.

Investing Activities

The decrease in ~~operating~~ cash ~~flows related to property dispositions during 2016 and 2017.~~

~~Investing Activities:~~ ~~Investing activities utilized approximately $770.4 million and $365.7 million for the nine months ended September 30, 2017 and 2016, respectively. The $404.7 million increase in cash utilized~~used in investing activities was primarily due to a ~~result of the following: (i) a $205.7~~$36.9 million ~~increase in cash paid for property acquisitions during the nine months ended September 30, 2017, (ii) a $124.4 million increase~~decrease in cash used to fund the construction of our ~~wholly-owned~~owned development ~~properties, related~~property.

Financing Activities

The increase in cash used in financing activities was primarily due to the ~~timing of construction commencement and completion of our owned development pipeline; (iii)~~ following:

(i)a ~~$48.2~~$91.2 million decrease in ~~proceeds from the disposition~~net borrowings of ~~wholly-owned properties, as we sold two properties~~unsecured debt during the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2022 as compared to the ~~sale of one property during the nine months ended September 30, 2017; (iv)~~ prior year period;

(ii)a ~~$19.3~~$1.6 million increase in ~~cash used to fund capital expenditures at our wholly-owned properties;~~taxes paid on net-share settlements; and ~~(v) an $8.0~~

(iii)a $1.2 million increase in distributions made to noncontrolling partners.

These increases in cash ~~paid to acquire undeveloped land parcels~~used in ~~2017.~~

~~Financing Activities:~~ ~~Cash provided by~~ financing activities ~~totaled approximately $519.4 million and $138.6 million for the nine months ended September 30, 2017 and 2016, respectively. The $380.8 million increase in cash provided~~were offset by ~~financing activities was primarily~~ a ~~result of the following: (i) a $750.0 million net increase in proceeds from unsecured term loans; (ii) a $216.0 million increase in net proceeds on our revolving credit facility; (iii) a $53.4~~$10.3 million decrease in ~~cash used to pay off~~pay-offs of mortgage ~~and construction debt~~loans during the ~~comparable nine month periods; (iv) $11.5 million in contributions from noncontrolling interests during the nine~~three months ended September 30, 2017; and (v) $10.8 million in proceeds from construction loans. These increases were partially offset by the following: (i) a $581.7 million decrease in net proceeds from the sale of common stock, related to our equity offering in February 2016March 31, 2022 as compared to the issuance of common stock under our ATM Equity Program in 2017; (ii) a $72.5 million increase in distributions to common and restricted stockholders and noncontrolling partners due to the distribution of $59.6 million of the Company's initial investment to its joint venture partners; and (iii) a $6.6 million increase in payments of debt issuance costs due to the amendment of our credit agreement in January 2017 and our New Term Loan II and Term Loan III facilities in June and September 2017.prior year period.

Liquidity Needs, Sources, and Uses of Capital

As of ~~September 30, 2017,~~March 31, 2022, our short-term liquidity needs included, but were not limited to, the following:

(i) the pay-off of $300 million related to our Term Loan III Facility due to mature in September 2018; (ii) anticipated distribution payments to our common and restricted stockholders totaling approximately $241.5 million based on an assumed annual cash distribution of $1.76 per share and based on the number of our shares outstanding as of September 30, 2017; (iii) anticipated distribution payments to our Operating Partnership unitholders totaling approximately $1.9 million based on an assumed annual distribution of $1.76 per common unit and a cumulative preferential per annum cash distribution rate of 5.99% on our Preferred OP Units based on the number of units outstanding as of September 30, 2017; (iv) the pay-off of approximately $35.5 million of outstanding fixed rate mortgage debt scheduled to mature during the next 12 months; (v) estimated development costs over the next 12 months totaling approximately ~~$319.8~~$23.9 million for our ~~wholly-owned properties~~owned property currently under construction; ~~(vi) a $42.6~~

(ii)our $200 million ~~obligation to purchase a property subject to a presale arrangement (see Note 13~~Term Loan which matures in the accompanying Notes to the Consolidated Financial Statements contained in Item 1); (vii) an obligation to increase our investment in two joint ventures, resulting in a funding commitment of approximately $171.2 million (see Note 3 and Note 13 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1); (viii) funds for other development projects scheduled to commence construction during the next 12 months; and (ix) June 2022;

(iii)potential future developments, property, or land ~~acquisitions, including mezzanine financed developments.~~acquisitions; and

(iv)recurring capital expenditures.

We expect to meet our short-term liquidity requirements by:

(i)utilizing current cash on hand and net cash provided by ~~(i)~~ operations;

(ii)borrowing under our existing ~~unsecured credit facility; (ii)~~ Credit Facility, which had availability of $1.0 billion as of March 31, 2022;

(iii)accessing the unsecured bond market; ~~(iii)~~

(iv)exercising debt extension options to the extent they are available; ~~(iv)~~

(v)issuing securities, including common stock, under our ATM Equity Program discussed more fully in Note 86 in the accompanying Notes to Consolidated Financial Statements contained in Item 1, or otherwise; ~~(v)~~ and

(vi)potentially disposing of properties and/or ~~entering into~~selling ownership interests in existing properties through joint venture arrangements, depending on market ~~conditions; and (vi) utilizing current cash on hand and net cash provided by operations.~~ conditions.

Our ability to obtain additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to the real estate industry, our credit ratings and credit capacity, as well as the perception of lenders regarding our long or short-term financial prospects.

In January 2017, the Company amended and expanded its senior unsecured revolving credit facility, increasing the facility size to $700 million and extending the maturity date to March 2022. The amended facility has an accordion feature that allows the Company to expand the facility by up to an additional $500 million, subject to the satisfaction of certain conditions. Borrowing rates under the credit facility float at a margin over LIBOR plus an annual facility fee with spreads reflecting current market terms which are more favorable than those contained in the prior facility. Both the margin and the facility fee are priced on a grid that is tied to the Company’s credit rating. Based on the Company’s current Baa2/BBB rating, the annual facility fee is 20 basis points and the LIBOR margin is 100 basis points, a reduction of 10 basis points from the prior facility.

In June 2017, the Company entered into a New Term Loan II Facility totaling $200 million which will mature in June 2022. The agreement has an accordion feature that allows the Company to expand the amount by up to an additional $100 million, subject to the satisfaction of certain conditions. Borrowing rates under this agreement float at a margin over LIBOR and the margin is priced on a grid that is tied to the Company’s credit rating. Based on the Company’s current Baa2/BBB rating, the LIBOR margin is 110 basis points.

In September 2017, the Company entered into a Term Loan III Facility totaling $300 million which will mature in September 2018, and can be extended for two one-year periods at our option, subject to the satisfaction of certain conditions. The agreement has an accordion feature that allows the Company to expand the amount by up to an additional $100 million, subject to the satisfaction of certain conditions. Borrowing rates under this agreement float at a margin over LIBOR and the margin is priced on a grid that is tied to the Company’s credit rating. Based on the Company’s current Baa2/BBB rating, the LIBOR margin is 110 basis points.

As discussed in Note 7 in the accompanying Notes to Consolidated Financial Statements contained in Item 1, in May 2017, the lender of the non-recourse mortgage loan secured by Blanton Common, a wholly-owned property located near Valdosta State University which was acquired as part of the GMH student housing transaction in 2008, sent a formal notice of default and initiated foreclosure proceedings. The property generated insufficient cash flow to cover the debt service on the $27.4 million mortgage loan that matured in August 2017. As of September 30, 2017, the underlying property was in receivership and the Company was cooperating with the lender to allow for a consensual foreclosure process upon which the property will be surrendered to the lender in satisfaction of the mortgage loan.

As discussed in Note 15 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1, in October 2017, we raised $395 million in net proceeds from an unsecured $400 million bond offering. Proceeds from the offering were used to repay the outstanding balance on our revolving credit facility. We intend to use the remaining proceeds for potential repayment of other outstanding debt, to fund our development pipeline, for potential acquisitions of student housing properties and for general corporate purposes.

We may seek additional funds to undertake initiatives not contemplated by our business plan or to obtain additional cushion against possible shortfalls. We also may pursue additional financing as opportunities arise. Future financings may include a range of different sizes or types of financing, including the incurrence of additional secured debt and the sale of additional debt or equity securities. These funds may not be available on favorable terms or at all. Our ability to obtain additional financing depends on several factors, including future market conditions, our success or lack of success in penetrating our markets, our future creditworthiness, and restrictions contained in agreements with our investors or lenders, including the restrictions contained in the agreements governing our unsecured credit facility and unsecured notes. These financings could increase our level of indebtedness or result in dilution to our equity holders.

The funding to meet short term liquidity needs may vary if the Merger Transactions close as expected. The Company is subject to various restrictions including equity issuances, other capital markets activities, borrowing on our Credit Facility, and sales of interests in certain projects into unconsolidated entities pursuant to the terms of the Merger Agreement, among other restrictions.

Distributions

We are required to distribute 90% of our REIT taxable income (excluding capital gains) on an annual basis in order to qualify as a REIT for federal income tax purposes. Distributions to common stockholders are at the discretion of the Board of Directors. We may use borrowings under our unsecured revolving credit facility to fund distributions. The Board of Directors considers a number of factors when determining distribution levels, including market factors and our Company’s performance in addition to REIT requirements.

~~On November 1, 2017, we declared a distribution per share of $0.44, which will be paid on November 27, 2017 to all common stockholders of record as of November 13, 2017. At~~ During the same time, the Operating Partnership will pay an equivalent amount per unit to holders of Common OP Units, as well as the quarterly cumulative preferential distribution to holders of Preferred OP Units.

~~Pre-Development Expenditures~~

Our third-party and owned development activities have historically required us to fund pre-development expenditures such as architectural fees, permits and deposits. The closing and/or commencement of construction of these development projects is subject to a number of risks such as our inability to obtain financing on favorable terms and delays or refusals in obtaining necessary zoning, land use, building, and other required governmental permits and authorizations As such, we cannot always predict accurately the liquidity needs of these activities. We frequently incur these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained. Accordingly, we bear the riskterm of the ~~loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or we are unable~~Merger Agreement, the Company may not pay dividends except as necessary to ~~successfully obtain~~preserve its tax status as a REIT, and any such dividends would result in an offsetting decrease to the required permits and authorizations. Historically, our third-party and owned development projects have been successfully structured and financed; however, these developments have at times been delayed beyond the period initially scheduled, causing revenue to be recognized in later periods. As of September 30, 2017, we have deferred approximately $5.6 million in pre-development costs related to third-party and owned development projects that have not yet commenced construction.Merger Consideration.

Indebtedness

The amounts below exclude net unamortized debt premiums and discounts related to mortgage loans assumed in connection with property acquisitions, original issue discounts (“~~OID”s)~~OIDs”), and deferred financing costs (see Note 75 in the accompanying Notes to the Consolidated Financial Statements contained in Item 1). A summary of our consolidated indebtedness as of ~~September 30, 2017~~March 31, 2022 is as follows:


	Amount		% of Total		Weighted Average Rates (1)		Weighted Average Maturities
Secured	$	535,387	15.2	%	4.1	%	6.3 Years
Unsecured	3,000,000		84.8	%	3.3	%	4.9 Years
Total consolidated debt	$	3,535,387	100.0	%	3.5	%	5.1 Years

Fixed rate debt
Secured
Project-based taxable bonds	$	14,695	0.4	%	7.5	%	2.9 Years

Mortgage	520,066		14.7	%	4.0	%	6.4 Years
Unsecured
April 2013 Notes	400,000		11.3	%	3.8	%	1.0 Years
June 2014 Notes	400,000		11.3	%	4.1	%	2.3 Years
October 2017 Notes	400,000		11.3	%	3.6	%	5.6 Years
June 2019 Notes	400,000		11.3	%	3.3	%	4.3 Years
January 2020 Notes	400,000		11.3	%	2.9	%	7.8 Years
June 2020 Notes	400,000		11.3	%	3.9	%	8.8 Years
October 2021 Notes	400,000		11.3	%	2.3	%	6.8 Years
Term loan	200,000		5.7	%	2.5	%	.2 Years
Total - fixed rate debt	3,534,761		99.9	%	3.5	%	5.1 Years

Variable rate debt
Secured mortgage	626		0.1	%	2.9	%	23.3 Years
Unsecured revolving credit facility (2)	—		—	%	—	%	3.1 Years
Total - variable rate debt	626		0.1	%	2.9	%	23.3 Years
Total consolidated debt	$	3,535,387	100.0	%	3.5	%	5.1 Years

(1) Represents stated interest rate and does not include the effect of the amortization of deferred financing costs, debt premiums and discounts, OIDs, and interest rate swap terminations.

(2) The Company’s Credit Facility had a principal balance of zero as of March 31, 2022. Refer to Note 5 in the accompanying Notes to Consolidated Financial Statements contained in Item 1 for further discussion.

Supplemental Guarantor Information

The Company has adopted rules issued by the Securities and Exchange Commission which permit subsidiary issuers of obligations guaranteed by the parent to omit separate financial statements if the consolidated financial statements of the parent company have been filed, the subsidiary obligor is a consolidated subsidiary of the parent company, the guaranteed security is debt or debt-like, and the security is guaranteed fully and unconditionally by the parent. Accordingly, separate consolidated

Amount % of Total
Weighted Average Rates⁽¹⁾
Weighted Average Maturities
Secured $ 646,582
23.4 % 4.8 % 5.3 Years
Unsecured 2,116,440
76.6 % 3.1 % 4.3 Years
Total consolidated debt $ 2,763,022
100.0 % 3.5 % 4.5 Years

Fixed rate debt
Secured
Project-based taxable bonds $ 30,575
1.1 % 7.6 % 7.0 Years
Mortgage 593,585
21.4 % 4.7 % 5.4 Years
Unsecured
April 2013 Notes 400,000
14.5 % 3.8 % 5.5 Years
June 2014 Notes 400,000
14.5 % 4.1 % 6.8 Years
September 2015 Notes 400,000
14.5 % 3.4 % 3.0 Years
Total - fixed rate debt 1,824,160
66.0 % 4.1 % 5.2 Years

Variable rate debt:
Secured
Construction 22,422
0.8 % 4.2 % 2.3 Years
Unsecured
Term loans 650,000
23.5 % 2.3 % 2.7 Years
Unsecured revolving credit facility 266,440
9.7 % 2.4 % 4.5 Years
Total - variable rate debt 938,862
34.0 % 2.4 % 4.4 Years
Total consolidated debt $ 2,763,022
100.0 % 3.5 % 4.5 Years


⁽¹⁾	~~Represents stated interest rate and does not include the effect of the amortization of deferred financing costs, debt premiums and discounts, OIDs, and interest rate swap terminations.~~

financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities, and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

American Campus Communities Operating Partnership, LP (the “Subsidiary Issuer") has issued the unsecured notes described in the Unsecured Notes section of Note 5 in the accompanying Notes to Consolidated Financial Statements contained in Item 1. The unsecured notes are fully and unconditionally guaranteed by the Company, and the Subsidiary Issuer is 99.6% owned, directly or indirectly, by the Company. The guarantees are direct senior unsecured obligations of the Company and rank equally in right of payment with all other senior unsecured indebtedness of the Company from time to time outstanding. Furthermore, the Company’s guarantees will be effectively subordinated in right of payment to all liabilities, whether secured or unsecured, and any preferred equity of its subsidiaries (including the Operating Partnership and any entity the Company accounts for under the equity method of accounting). In addition, under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee, such as the guarantee provided by the Company, could be voided, and payment thereon could be required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor, under certain circumstances.

The terms of the unsecured notes include certain financial covenants that require the Operating Partnership to limit the amount of total debt and secured debt as a percentage of total asset value, as defined. In addition, the Operating Partnership must maintain a minimum ratio of unencumbered asset value to unsecured debt, as well as a minimum interest coverage level. As of March 31, 2022, the Operating Partnership was in compliance with all such covenants.

Funds From Operations (“FFO”)

The National Association of Real Estate Investment Trusts (“NAREIT”) currently defines FFO as net income or loss attributable to common shares computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains or losses from depreciable operating property sales, impairment charges and real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We present FFO because we consider it an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO excludes GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. We therefore believe that FFO provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, and interest costs, among other items, providing perspective not immediately apparent from net income. We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its ~~March 1995~~December 2018 White Paper, ~~(as amended in November 1999 and April 2002),~~ which may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs.

We also believe it is meaningful to present a measure we refer to as FFO-Modified ~~or FFOM,~~(“FFOM”), which reflects certain adjustments related to the economic performance of our on-campus participating properties, and ~~the elimination of property acquisition costs, contractual executive separation and retirement charges and~~ other ~~non-cash~~ items, as we determine in good ~~faith.~~faith, that do not reflect our core operations on a comparative basis. Under our

participating ground leases, we and the participating university systems each receive 50% of the properties’ net cash available for distribution after payment of operating expenses, debt service (which includes significant amounts towards repayment of principal), and capital expenditures. A substantial portion of our revenues attributable to these properties is reflective of cash that is required to be used for capital expenditures and for the amortization of applicable property indebtedness. These amounts do not increase our economic interest in these properties or otherwise benefit us since our interest in the properties terminates upon the repayment of the applicable property indebtedness. Therefore, unlike the ownership of our ~~wholly-owned~~owned properties, the unique features of our ownership interest in our on-campus participating properties cause the value of these properties to diminish over time. For example, since the ground/facility leases under which we operate the participating properties require the reinvestment from operations of specified amounts for capital expenditures and for the repayment of debt while our interest in these properties terminates upon the repayment of the debt, such capital expenditures do not increase the value of the property to us and mortgage debt amortization only increases the equity of the ground lessor. Accordingly, we believe it is meaningful to modify FFO to exclude the operations of our on-campus participating properties and to consider their impact on our performance by including only that portion of our revenues from those properties that are reflective of our share of net cash flow and the management fees that we receive, both of which increase and decrease with the operating performance of the properties. This narrower measure of performance measures our profitability for these properties in a manner that is similar to the measure of

our profitability from our third-party services business where we similarly incur no initial or ongoing capital investment in a property and derive only consequential benefits from capital expenditures and debt amortization. We believe, however, that this narrower measure of performance is inappropriate in traditional real estate ownership structures where debt amortization and capital expenditures enhance the property owner’s long-term profitability from its investment.

Our FFOM may have limitations as an analytical tool because it reflects the contractual calculation of net cash flow from our on-campus participating properties, which is unique to us and is different from that of our owned off-campus properties. Companies that are considered to be in our industry may not have similar ownership structures; and therefore, those companies may not calculate FFOM in the same manner that we do, or at all, limiting its usefulness as a comparative measure. We compensate for these limitations by relying primarily on our GAAP and FFO results and using FFOM only supplementally. Further, FFO and FFOM do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments and uncertainties. FFO and FFOM should not be considered as alternatives to net income or loss computed in accordance with GAAP as an indicator of our financial performance, or to cash flow from operating activities computed in accordance with GAAP as an indicator of our liquidity, nor are these measures indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.

The following table presents a reconciliation of our net income attributable to common stockholders to FFO and FFOM:


	Three Months Ended March 31,
		2022		2021
Net income attributable to ACC, Inc. and Subsidiaries common stockholders		$	39,183	$	15,618
Noncontrolling interests' share of net income		3,537		367

Joint Venture ("JV") partners' share of FFO
JV partners' share of net income		(3,391)		(300)
JV partners' share of depreciation and amortization		(3,121)		(1,892)
		(6,512)		(2,192)



Total depreciation and amortization		70,552		68,117
Corporate depreciation (1)		(684)		(749)
FFO attributable to common stockholders and OP unitholders		106,076		81,161

Elimination of operations of OCPPs
Net income from OCPPs		(3,901)		(2,954)
Amortization of investment in OCPPs		(1,993)		(2,042)
		100,182		76,165

Modifications to reflect operational performance of OCPPs
Our share of net cash flow (2)		433		139
Management fees and other		569		508
Contribution from OCPPs		1,002		647

Shareholder activism and other proxy advisory costs (3)		202		914
Elimination of litigation settlement expense (4)		—		1,200
Executive retirement charges (5)		—		538

FFOM attributable to common stockholders and OP unitholders		$	101,386	$	79,464

FFO per share - diluted		$	0.75	$	0.58
FFOM per share - diluted		$	0.72	$	0.57
Weighted-average common shares outstanding - diluted		141,040,326		139,512,359

(1)Represents depreciation on corporate assets not added back for purposes of calculating FFO.

(2)50% of the properties’ net cash available for distribution after payment of operating expenses, debt service (including repayment of principal), and capital expenditures which is included in ground/facility leases expense in the accompanying consolidated statements of comprehensive income.

(3)Represents consulting, legal, and other related costs incurred in relation to stockholder activism activities in preparation for the Company’s 2021 and 2022 annual stockholders' meetings, which are included in general and administrative expenses in the accompanying consolidated statements of comprehensive income.

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Net (loss) income attributable to ACC, Inc. and
  Subsidiaries common stockholders
$ (1,312 ) $ 9,644
$ 29,976
$ 73,669
Noncontrolling interests 85
201
593
1,150
Loss (gain) from disposition of real estate —
—
632
(17,409 )
Elimination of provision for real estate impairment ⁽¹⁾
—
—
15,317
—
Real estate related depreciation and amortization 60,202
51,301
166,931
157,232
Funds from operations (“FFO”) attributable to
  common stockholders and OP unitholders
58,975
61,146
213,449
214,642

Elimination of operations of on-campus participating properties:

  Net loss (income) from on-campus participating properties 479
365
(1,373 ) (1,702 )
  Amortization of investment in on-campus participating properties (1,892 ) (1,839 ) (5,621 ) (5,493 )
57,562
59,672
206,455
207,447
Modifications to reflect operational performance of on-campus participating properties:

  Our share of net cash flow ⁽²⁾
452
351
1,987
2,216
  Management fees 306
304
1,046
1,027
Contribution from on-campus participating properties 758
655
3,033
3,243
Property acquisition costs⁽³⁾
2,855
114
2,855
114
Contractual executive separation and retirement charges⁽⁴⁾
—
—
4,515
—
Funds from operations – modified (“FFOM”) attributable to
  common stockholders and OP unitholders
$ 61,175
$ 60,441
$ 216,858
$ 210,804

FFO per share – diluted $ 0.43
$ 0.46
$ 1.56
$ 1.65
FFOM per share – diluted $ 0.44
$ 0.45
$ 1.59
$ 1.62
Weighted-average common shares outstanding – diluted 138,328,932
132,877,380
136,686,611
130,407,761
(4)Represents expense associated with the settlement of a litigation matter, which is included in other operating expenses in the accompanying consolidated statements of comprehensive income.


⁽¹⁾	Represents an impairment charge recorded for a wholly-owned property currently in receivership that is in the process of being transferred to the lender in settlement of the property’s $27.4 million mortgage loan that matured in August 2017.


⁽²⁾	50% of the properties’ net cash available for distribution after payment of operating expenses, debt service (including repayment of principal) and capital expenditures. Represents amounts accrued for the interim periods, which is included in ground/facility leases expense in the consolidated statements of comprehensive income.


⁽³⁾	The three and nine months ended September 30, 2017 amounts represent transaction costs related to our initial investment in two joint ventures. Refer to Notes 3 and 9 in the accompanying Notes to Consolidated Financial Statements contained in Item 1 for a more detailed discussion.


⁽⁴⁾	~~Represents contractual executive separation and retirement charges incurred in the first and second quarter 2017 with regard to the retirement of the Company’s former Chief Financial Officer.~~

(5)Represents accelerated amortization of unvested restricted stock awards due to the retirement of the Company's President in August 2021, which is included in general and administrative expenses in the accompanying consolidated statements of comprehensive income.

~~Inflation~~

Inflation

Our student leases do not typically provide for rent escalations. However, they typically do not have terms that extend beyond 12 months. Accordingly, although on a short term basis we would be required to bear the impact of rising costs resulting from inflation, we have the opportunity to raise rental rates at least annually to offset such rising costs. However, a weak economic environment or declining student enrollment at our principal universities may limit our ability to raise rental rates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and interest rates. Our future earnings and cash flows are dependent upon prevailing market rates. Accordingly, we manage ourThe Company’s market risk ~~by matching projected cash inflows~~has not changed materially from ~~operating, investing~~what was disclosed in Part II, Item 7A. Quantitative and ~~financing activities with projected cash outflows for debt service, acquisitions, capital expenditures, distributions to stockholders and unitholders, and other cash requirements. The majority~~Qualitative Disclosures About Market Risk of our outstanding debt has fixed interest rates, which minimizes the risk of fluctuating interest rates. Our exposure to market risk includes interest rate fluctuations in connection with our revolving credit facilities and variable rate construction loans and our ability to incur more debt without stockholder approval, thereby increasing our debt service obligations, which could adversely affect our cash flows. No material changes have occurred in relation to market risk since our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2021.

Item 4. Controls and Procedures

~~American Campus Communities, Inc.~~(a)Evaluation of Disclosure Controls and Procedures


~~(a)~~	~~Evaluation of Disclosure Controls and Procedures~~

As required by SEC Rule 13a-15(b), we have carried out an evaluation, under the supervision of and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures for the quarter covered by this report were effective at the reasonable assurance level.


~~(b)~~	C~~hanges in Internal Control Over Financial Reporting~~

(b)Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~American Campus Communities Operating Partnership, L.P.~~


~~(a)~~	~~Evaluation of Disclosure Controls and Procedures~~


~~(b)~~	~~Changes in Internal Control Over Financial Reporting~~

PART II OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various claims, lawsuits, and legal proceedings that arise in the ordinary course of business. While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on ~~the~~ our consolidated financial position or our results of operations.

Refer to the Litigation section of Note 11 in the accompanying Notes to Consolidated Financial Statements contained in Item 1 for additional discussion.

Item 1A. Risk Factors

~~There~~Except as set forth below, there have been no material changes to the risk factors that were discussed in Part 1, Item 1A of the Company’s ~~and the Operating Partnership’s~~ Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2021.

The Merger Transactions may not be completed on the terms or timeline currently contemplated or at all.

The completion of the Merger Transactions is subject to certain conditions, including (i) approval by our common stockholders; (ii) receipt by Parent and Merger Sub I of an opinion that we have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended, since the taxable year ended December 31, 2009; and (iii) other closing conditions set forth in the Merger Agreement. While it is currently anticipated that the Merger Transactions will be completed in the third quarter of 2022, there can be no assurance that such conditions will be satisfied in a timely manner or at all, or that an effect, event, development, or change will not transpire that could delay or prevent these conditions from being satisfied.

If the Merger Transactions are completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company.

The Merger Agreement provides for the Company’s stockholders of record to receive cash consideration of $65.47 per share, without interest, upon closing of the Merger Transactions. If the Merger Transactions are consummated, stockholders will no longer hold interests in the Company and, therefore, will not be entitled to benefit from any potential future appreciation in the value of the Company. In the absence of the Merger Transactions, the Company could have various opportunities to enhance its value, including, but not limited to, entering into a transaction that values the shares of common stock higher than the value provided for in the Merger Agreement. Therefore, if the Merger Transactions are completed, stockholders will forgo future

appreciation, if any, in the value of the Company and the opportunity to participate in any other potential transactions that may have resulted in a higher price per share than the price to be paid in the Merger Transactions.

If the Merger Transactions are not consummated by October 18, 2022, or in certain other circumstances, either of us or Parent may terminate the Merger Agreement.

We or Parent may terminate the Merger Agreement if the Merger Transactions have not been consummated by October 18, 2022. We or Parent also may terminate the Merger Agreement (i) by mutual written consent; (ii) if there is a final and non-appealable order permanently restraining, enjoining, or otherwise prohibiting consummation of the Merger Transactions; (iii) if our common stockholders fail to approve the Merger Transactions; (iv) if the other party has breached its representations or covenants in a way that would prevent satisfaction of a closing condition by October 18, 2022; (v) with respect to us, and in accordance with the Merger Agreement, in order to enter into certain superior proposals; or (vi) with respect to Parent, if our Board of Directors has made a change in its recommendation to our stockholders in accordance with the Merger Agreement that they vote in favor of the Merger Transactions.

The Merger Transactions may not be completed, which may adversely affect our business and could negatively affect our stock price.

If the Merger Transactions are not completed for any reason, the trading price of our common stock may decline to the extent that the market price of the common stock reflects positive market assumptions that the Merger Transactions will be completed and the related benefits will be realized. We may also be subject to additional risks if the Merger Transactions are not completed, including:

a.the requirement in the Merger Agreement that, under certain circumstances, we pay Parent a termination fee of $278 million, except that the termination fee will be $139 million if (1) a third party submits a Qualified Proposal (as defined in the Merger Agreement) no later than May 18, 2022 and which the Board determines, no later than May 18, 2022, after consultation with the Company’s outside legal counsel and financial advisor, constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and (2) the Company terminates the Merger Agreement in order to enter into a definitive agreement with such third party providing for the implementation of a Superior Proposal no later than May 28, 2022;

b.incurring substantial costs related to the Merger Transactions, such as legal, accounting, financial advisory, and integration costs that have already been incurred or will continue to be incurred until closing;

c.reputational harm including relationships with customers and business partners due to the adverse perception of any failure to successfully complete the Merger Transactions; and

d.potential disruption to our business and distraction of our workforce and management team to pursue other opportunities that could be beneficial to the Company, in each case without realizing any of the benefits of having the Merger Transactions completed.

The pendency of the Merger Transactions could adversely affect our business and operations, including with customers, and may result in the departure of key personnel. In connection with the Merger Transactions, some of our university and business partners may delay or defer decisions or may end their relationships with us, which could negatively affect our revenues, earnings, and cash flows, regardless of whether the Merger Transactions are completed. In addition, due to operating restrictions in the Merger Agreement, the Company may be unable, during the pendency of the Merger Transactions to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions, and otherwise pursue other actions, even if such actions would prove beneficial. Similarly, our current and prospective employees may experience uncertainty about their future roles with us following the Merger Transactions, which may materially adversely affect our ability to attract and retain key personnel during the pendency of the Merger Transactions.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company or could result in a competing acquisition proposal being at a lower price than it might otherwise be.

The Merger Agreement contains provisions that, subject to limited exceptions, restrict the Company’s ability to solicit or negotiate any alternative acquisition proposal. With respect to any written, bona fide acquisition proposal that the Company receives, Parent generally has an opportunity to offer to modify the terms of the Merger Agreement in response to such proposal before the Company’s Board of Directors may withdraw or modify its recommendation to stockholders in response to such acquisition proposal or terminate the Merger Agreement to enter into a definitive agreement with respect to such acquisition proposal. Upon termination of the Merger Agreement under circumstances relating to an acquisition proposal, the

Company may be required to pay to Parent a termination fee of $278 million, except that the termination fee will be $139 million if (1) a third party submits a Qualified Proposal (as defined in the Merger Agreement) no later than May 18, 2022 and which the Board determines, no later than May 18, 2022, after consultation with the Company’s outside legal counsel and financial advisor, constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and (2) the Company terminates the Merger Agreement in order to enter into a definitive agreement with such third party providing for the implementation of a Superior Proposal no later than May 28, 2022.

These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the Company’s business from considering or making a competing acquisition proposal, even if the potential competing acquirer was prepared to pay consideration with a higher per share cash value than the market value proposed to be received or realized in the Merger Transactions, or might cause a potential competing acquirer to propose to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee and expense reimbursement that may become payable in certain circumstances under the Merger Agreement.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Restrictions on Dividends

During the term of the Merger Agreement, the Company may not pay dividends except as necessary to preserve its tax status as a REIT, and any such dividends would result in an offsetting decrease to the Merger Consideration.

Unregistered Sales of Equity Securities and Repurchases of Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number			Description of Document

2.1		**	Agreement and Plan of Merger, dated as of April 18, 2022, by and among Abacus Parent LLC, Abacus Merger Sub I LLC, Abacus Merger Sub II LLC, American Campus Communities, Inc. and American Campus Communities Operating Partnership LP* (Incorporated by reference to Exhibit ~~Number~~2.1 of the Current Report on Form 8-K of the Company filed on April 19, 2022)
			~~Description of Document~~
~~3.2~~3.1		**	Fourth Amendment to Bylaws of American Campus Communities, Inc. Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on April 21, 2017

22.1		*	List of Subsidiary Issuer Guarantees

31.1		*	American Campus Communities, Inc. - Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		*	American Campus Communities, Inc. - Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~31.3~~32.1		*	~~American Campus Communities Operating Partnership, L.P. - Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.4~~	~~American Campus Communities Operating Partnership, L.P. - Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~	American Campus Communities, Inc. - Certification of Chief Executive Officer Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		*	American Campus Communities, Inc. - Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32.3~~ 101.INS			American Campus Communities Operating Partnership, L.P. - Certification of Chief Executive Officer Pursuant to 18 U. S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32.4~~	American Campus Communities Operating Partnership, L.P. - Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~101.INS~~	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			XBRL Taxonomy Extension Schema Document

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			XBRL Taxonomy Extension Label Linkbase Document

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*			Filed herewith.

**			Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated:			May 5, 2022


AMERICAN CAMPUS COMMUNITIES, INC.

By:			/s/ Daniel B. Perry

~~Dated:~~			~~November 3, 2017~~Daniel B. Perry Executive Vice President, Chief Financial Officer, Treasurer, and Secretary


By:		/s/ Kim K. Voss

~~AMERICAN CAMPUS COMMUNITIES, INC.~~

~~By:~~	~~/s/ Daniel B. Perry~~

	~~Daniel B. Perry~~ Kim K. Voss Executive Vice President, ~~Chief Financial Officer,~~ ~~Treasurer and Secretary~~

~~By:~~	~~/s/ Kim K. Voss~~

	~~Kim K. Voss~~ ~~Executive Vice President,~~ Chief Accounting Officer, and Assistant Secretary

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~



~~Dated:~~	~~November 3, 2017~~



~~AMERICAN CAMPUS COMMUNITIES~~ ~~OPERATING PARTNERSHIP, L.P.~~
~~By:~~	~~American Campus Communities Holdings,~~ ~~LLC, its general partner~~
	~~By:~~	~~American Campus Communities, Inc.,~~ ~~its sole member~~

	~~By:~~	~~/s/ Daniel B. Perry~~

		~~Daniel B. Perry~~ ~~Executive Vice President,~~ ~~Chief Financial Officer,~~ ~~Treasurer and Secretary~~

	~~By:~~	~~/s/ Kim K. Voss~~

		~~Kim K. Voss~~ ~~Executive Vice President,~~ ~~Chief Accounting Officer,~~ ~~and Assistant Secretary~~


Maryland				76-0753089
(State or Other Jurisdiction of Incorporation or Organization)				(IRS Employer Identification No.)

~~Maryland (American Campus Communities, Inc.)~~ ~~Maryland (American Campus Communities Operating~~ ~~Partnership, L.P.)~~			~~76-0753089 (American Campus Communities, Inc.)~~ ~~56-2473181 (American Campus Communities Operating~~ ~~Partnership, L.P.)~~
~~(State or Other Jurisdiction of~~ ~~Incorporation or Organization)~~	~~(IRS Employer Identification No.)~~
12700 Hill Country Blvd., Suite T-200 Austin, TX			78738
(Address of Principal Executive Offices)				~~78738~~ (Zip Code)

		(512) 732-1000
		(Registrant’s telephone number, including area code)


	March 31, 2022		December 31, 2021
Land	$	678,254	$	678,254
Buildings and improvements	7,295,097		7,241,918
Furniture, fixtures, and equipment	431,163		425,469
Construction in progress	211,558		242,566
	8,616,072		8,588,207
Less accumulated depreciation	(1,978,709)		(1,911,396)
Owned properties, net	$	6,637,363	$	6,676,811



	March 31, 2022		December 31, 2021

Buildings and improvements	$	160,476	$	160,275
Furniture, fixtures, and equipment	14,315		14,213
Construction in progress	—		60
	174,791		174,548
Less accumulated depreciation	(110,982)		(108,989)
On-campus participating properties, net	$	63,809	$	65,559


	March 31, 2022		December 31, 2021
Debt secured by owned properties
Mortgage loans payable
Unpaid principal balance	$	460,404	$	460,825
Unamortized deferred financing costs	(562)		(596)
Unamortized debt premiums	490		540
Unamortized debt discounts	(91)		(103)
	460,241		460,666



Debt secured by OCPPs
Mortgage loans payable (1)	60,288		60,986
Bonds payable (1)	14,695		14,695
Unamortized deferred financing costs	(489)		(511)

	74,494		75,170
Total secured mortgage and bond debt, net	534,735		535,836
Unsecured notes, net of unamortized OID and deferred financing costs (2)	2,774,979		2,773,855
Unsecured term loan, net of unamortized deferred financing costs (3)	199,912		199,824
Unsecured revolving credit facility	—		—
Total debt, net	$	3,509,626	$	3,509,515



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Total net proceeds	$	1,135	$	62,374	$	188,538	$	62,374
Commissions paid to sales agents	$	14	$	790	$	2,374	$	790
Weighted average price per share	$	48.09	$	50.98	$	48.34	$	50.98
Shares of common stock sold	23,900		1,239,000		3,949,356		1,239,000


No		☐
~~American Campus Communities Operating Partnership, L.P.~~	~~Yes~~ x No o



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



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



~~American Campus Communities Operating Partnership, L.P~~	~~Yes~~ o No x



	September 30, 2017			December 31, 2016
	(Unaudited)
Assets

Investments in real estate:
Wholly-owned properties, net	$	6,262,077		$	5,427,014
Wholly-owned properties held for sale	—			25,350
On-campus participating properties, net	83,095			85,797
Investments in real estate, net	6,345,172			5,538,161

Cash and cash equivalents	16,341			22,140
Restricted cash	25,824			24,817
Student contracts receivable, net	15,531			8,428
Other assets	284,023			272,367

Total assets	$	6,686,891		$	5,865,913

Liabilities and equity

Liabilities:
Secured mortgage, construction and bond debt, net	$	662,874		$	688,195
Unsecured notes, net	1,190,296			1,188,737
Unsecured term loans, net	646,675			149,065
Unsecured revolving credit facility	266,440			99,300
Accounts payable and accrued expenses	79,612			76,614
Other liabilities	214,918			158,437
Total liabilities	3,060,815			2,360,348

Commitments and contingencies (Note 13)

Redeemable noncontrolling interests	112,270			55,078

Equity:
American Campus Communities, Inc. and Subsidiaries stockholders' equity:
Common stock, $0.01 par value, 800,000,000 shares authorized, 136,362,728 and 132,225,488 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	1,364			1,322
Additional paid in capital	4,321,228			4,118,842
Common stock held in rabbi trust, 63,778 and 20,181 shares at September 30, 2017 and December 31, 2016, respectively	(2,944		)	(975		)
Accumulated earnings and dividends	(816,360		)	(670,137		)
Accumulated other comprehensive loss	(3,195		)	(4,067		)
Total American Campus Communities, Inc. and Subsidiaries stockholders' equity	3,500,093			3,444,985
Noncontrolling interests - partially owned properties	13,713			5,502
Total equity	3,513,806			3,450,487

Total liabilities and equity	$	6,686,891		$	5,865,913



	Nine Months Ended September 30,
	2017			2016
Operating activities
Net income	$	30,563		$	74,819
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (gain) from disposition of real estate	632			(17,409		)
Provision for real estate impairment	15,317			—
Depreciation and amortization	169,391			159,486
Amortization of deferred financing costs and debt premiums/discounts	(2,691		)	(4,053		)
Share-based compensation	11,401			7,820
Income tax provision	791			1,035
Amortization of interest rate swap terminations and other	308			309
Changes in operating assets and liabilities:
Restricted cash	(566		)	(734		)
Student contracts receivable, net	(6,775		)	1,750
Other assets	(2,536		)	(5,112		)
Accounts payable and accrued expenses	(293		)	2,769
Other liabilities	29,581			22,157
Net cash provided by operating activities	245,123			242,837

Investing activities
Proceeds from disposition of properties	24,462			72,640
Cash paid for acquisition of operating and under development properties	(302,318		)	(96,604		)
Cash paid for land acquisitions	(8,886		)	(856		)
Capital expenditures for wholly-owned properties	(64,464		)	(45,155		)
Investments in wholly-owned properties under development	(409,174		)	(284,777		)
Capital expenditures for on-campus participating properties	(2,909		)	(2,510		)
Investment in direct financing lease	(759		)	(7,837		)
Change in escrow deposits for real estate investments	(727		)	5,141
Change in restricted cash related to capital reserves	(578		)	(1,099		)
Purchase of corporate furniture, fixtures and equipment	(4,997		)	(4,681		)
Net cash used in investing activities	(770,350		)	(365,738		)

Financing activities
Proceeds from sale of common stock	190,912			803,189
Offering costs	(2,374		)	(32,912		)
Pay-off of mortgage and construction loans	(99,185		)	(152,597		)
Pay-off of unsecured term loans	—			(400,000		)
Proceeds from unsecured term loan	500,000			150,000
Proceeds from revolving credit facility	974,300			123,400
Paydowns of revolving credit facility	(807,160		)	(172,300		)
Proceeds from construction loans	10,812			—
Scheduled principal payments on debt	(9,718		)	(11,514		)
Debt issuance and assumption costs	(7,335		)	(744		)
Contributions by noncontrolling interests	11,526			—
Taxes paid on net-share settlements	(4,920		)	(2,977		)
Distributions to common and restricted stockholders	(176,199		)	(162,866		)
Distributions to noncontrolling interests	(61,231		)	(2,044		)
Net cash provided by financing activities	519,428			138,635

Net change in cash and cash equivalents	(5,799		)	15,734
Cash and cash equivalents at beginning of period	22,140			16,659
Cash and cash equivalents at end of period	$	16,341		$	32,393

Supplemental disclosure of non-cash investing and financing activities
Loans assumed in connection with property acquisitions	$	(80,296	)	$	(10,012	)
Conversion of common and preferred operating partnership units to common stock	$	154		$	5,441
Non-cash contribution from noncontrolling interest	$	120,618		$	—
Non-cash consideration exchanged in purchase of land parcel	$	(3,071	)	$	—
Change in accrued construction in progress	$	24,753		$	32,941
Change in fair value of derivative instruments, net	$	564		$	(471	)
Change in fair value of redeemable noncontrolling interests	$	5,943		$	(10,481	)

Supplemental disclosure of cash flow information
Cash paid for interest, net of amounts capitalized	$	49,562		$	69,884



									Accumulated			Noncontrolling
									Other			Interests -
	General Partner				Limited Partner				Comprehensive			Partially Owned
	Units	Amount			Units	Amount			Loss			Properties			Total
Capital, December 31, 2016	12,222	$	82		132,233,447	$	3,448,970		$	(4,067	)	$	5,502		$	3,450,487
Adjustments to reflect redeemable limited partners' interest at fair value	—	—			—	5,943			—			—			5,943
Amortization of restricted stock awards	—	—			—	10,641			—			—			10,641
Vesting of restricted stock awards and restricted stock units	—	—			209,481	(4,160		)	—			—			(4,160		)
Distributions	—	(16		)	—	(176,183		)	—			—			(176,199		)
Distributions to noncontrolling interests - partially owned properties	—	—			—	—			—			(212		)	(212		)
Conversion of common and preferred operating partnership units to common stock	—	—			22,000	154			—			—			154
Issuance of units in exchange for contributions of equity offering proceeds	—	—			3,949,356	187,881			—			—			187,881
Change in fair value of interest rate swaps and other	—	—			—	—			564			—			564
Amortization of interest rate swap terminations	—	—			—	—			308			—			308
Contributions by noncontrolling interest	—	—			—	—			—			8,158			8,158
Net income	—	3			—	29,973			—			265			30,241
Capital as of September 30, 2017	12,222	$	69		136,414,284	$	3,503,219		$	(3,195	)	$	13,713		$	3,513,806



Earnings per unit:
Net (loss) income attributable to common unitholders - basic	$	(0.01	)	$	0.07	$	0.21	$	0.57
Net (loss) income attributable to common unitholders - diluted	$	(0.01	)	$	0.07	$	0.21	$	0.56



	September 30, 2017			December 31, 2016
Land ^{(1) (2)}	$	649,597		$	568,266
Buildings and improvements	5,986,682			5,065,137
Furniture, fixtures and equipment	366,581			303,240
Construction in progress⁽²⁾	273,367			349,498
	7,276,227			6,286,141
Accumulated depreciation	(1,014,150		)	(859,127		)
Wholly-owned properties, net	$	6,262,077		$	5,427,014		⁽³⁾



			Historical Cost
Lessor/University	Lease Commencement	Required Debt Repayment	September 30, 2017			December 31, 2016
Texas A&M University System / Prairie View A&M University ⁽¹⁾	2/1/1996	9/1/2023	$	46,446		$	45,310
Texas A&M University System / Texas A&M International	2/1/1996	9/1/2023	7,271			7,215
Texas A&M University System / Prairie View A&M University⁽²⁾	10/1/1999	8/31/2025	29,207			28,627
	10/1/1999	8/31/2028	29,207			28,627
University of Houston System / University of Houston⁽³⁾	9/27/2000	8/31/2035	38,328			37,960
West Virginia University System / West Virginia University	7/16/2013	7/16/2045	44,597			43,817
			165,849			162,929
Accumulated amortization			(82,754		)	(77,132		)
On-campus participating properties, net			$	83,095		$	85,797



	~~Emerging growth company~~ o



	~~Emerging growth company~~ o



	September 30, 2017			December 31, 2016
Debt secured by wholly-owned properties:
Mortgage loans payable:
Unpaid principal balance	$	523,328		$	559,642
Unamortized deferred financing costs	(2,349		)	(3,040		)
Unamortized debt premiums	20,697			26,830
	541,676			583,432
Construction loans payable ⁽¹⁾	22,422			—
Unamortized deferred financing costs	(1,382		)	—
	562,716			583,432
Debt secured by on-campus participating properties:
Mortgage loans payable	70,257			71,662
Bonds payable	30,575			33,870
Unamortized deferred financing costs	(674		)	(769		)
	100,158			104,763
Total secured mortgage, construction and bond debt	662,874			688,195
Unsecured notes, net of unamortized OID and deferred financing costs ⁽²⁾	1,190,296			1,188,737
Unsecured term loans, net of unamortized deferred financing costs ⁽³⁾	646,675			149,065
Unsecured revolving credit facility	266,440			99,300
Total debt, net	$	2,766,285		$	2,125,297


Balance, December 31, 2021	$	31,858
Net income	146
Distributions	(234)




Adjustments to reflect redeemable noncontrolling interests at fair value	(577)
Balance, March 31, 2022	$	31,193


Balance, December 31, 2020	$	24,567
Net income	67
Distributions	(234)



Adjustments to reflect redeemable noncontrolling interests at fair value	354
Balance, March 31, 2021	$	24,754



			~~Number of RSUs~~
~~Outstanding at December 31, 2016~~	—
~~Granted~~	~~18,221~~
~~Settled in common shares~~	~~(16,295~~	)
~~Settled in cash~~	~~(1,926~~	)
~~Outstanding at September 30, 2017~~	—



	Number of RSAs
Nonvested balance atas of December 31, ~~2016~~2021			~~773,101~~1,111,098
Granted			~~344,688~~433,128
~~Vested~~	~~(193,186~~	)
~~Forfeited~~ ^Vested(1)			~~(110,875~~(338,737)	)
Forfeited			(12,952)
Nonvested balance ~~at September 30, 2017~~as of March 31, 2022			~~813,728~~1,192,537


Hedged Debt Instrument	Effective Date	Maturity Date	Pay Fixed Rate	Receive Floating Rate Index	Current Notional Amount		Fair Value
Park Point mortgage loan	Feb 1, 2019	Jan 16, 2024	2.7475%	LIBOR - 1 month	$	69,926	$	(551)
College Park mortgage loan	Oct 16, 2019	Oct 16, 2022	1.2570%	LIBOR - 1 month	37,500		(1)
Unsecured term loan	Nov 4, 2019	Jun 27, 2022	1.4685%	LIBOR - 1 month	100,000		(170)
Unsecured term loan	Dec 2, 2019	Jun 27, 2022	1.4203%	LIBOR - 1 month	100,000		(158)
Cullen Oaks mortgage loan	Feb 16, 2021	Feb 15, 2028	0.7850%	LIBOR - 1 month	11,024		729
Cullen Oaks mortgage loan	Feb 16, 2021	Feb 15, 2028	0.7850%	LIBOR - 1 month	11,138		737
				Total	$	329,588	$	586



	Liability Derivatives
		Fair Value as of
Description	Balance Sheet Location	September 30, 2017		December 31, 2016
Interest rate swaps contracts	Other liabilities	$	510	$	1,099
Total derivatives designated as hedging instruments		$	510	$	1,099


	Fair Value Measurements as of
	March 31, 2022								December 31, 2021
		Level 2			Level 3		Total		Level 2			Level 3		Total
Assets
Derivative financial instruments		$	1,466	(1)	$	—	$	1,466	$	464	(1)	$	—	$	464
Liabilities
Derivative financial instruments		$	880	(1)	$	—	$	880	$	4,169	(1)	$	—	$	4,169
Mezzanine
Redeemable noncontrolling interests		$	28,193	(2)	$	3,000	$	31,193	$	28,858	(2)	$	3,000	$	31,858


	March 31, 2022					December 31, 2021
	Carrying Amount		Estimated Fair Value			Carrying Amount			Estimated Fair Value
			Level 2						Level 2


Liabilities (1)
Unsecured notes	$	2,774,979	$	2,728,846	(2)		$	2,773,855		$	2,917,121	(2)
Mortgage loans payable (fixed rate) (3)	$	519,502	$	511,325	(4)		$	520,316		$	535,401	(4)
Bonds payable	$	14,607	$	15,126	(5)		$	14,597		$	15,703	(5)
Unsecured term loan (fixed rate)	$	199,912	$	200,357	(6)		$	199,824		$	201,042	(6)



	September 30, 2017					December 31, 2016
	Estimated Fair Value		Carrying Amount			Estimated Fair Value		Carrying Amount
Assets:
Loans receivable	$	54,396	$	61,052		$	54,396	$	58,539
Liabilities:
Unsecured notes	$	1,232,338	$	1,190,296	⁽¹⁾	$	1,211,344	$	1,188,737	⁽¹⁾
Mortgage loans payable	603,789		611,657		⁽²⁾	644,617		654,794		⁽²⁾
Bonds payable	32,983		30,177			37,066		33,401


⁽¹⁾	~~Includes net unamortized OID and net unamortized deferred financing costs (see Note 7).~~


⁽²⁾	~~Includes net unamortized debt premiums and discounts and net unamortized deferred financing costs (see Note 7).~~


⁽¹⁾	~~Net of capitalized interest and amortization of debt premiums.~~



Property portfolio:	Properties	Beds
Wholly-owned operating properties:
Off-campus properties	124	70,248
On-campus ACE ⁽¹⁾	25	18,847
Subtotal – operating properties	149	89,095

Wholly-owned properties under development:
Off-campus properties	6	2,935
On-campus ACE	6	5,371
Subtotal – properties under development	12	8,306

Total wholly-owned properties	161	97,401

On-campus participating properties	5	5,086

Total owned property portfolio	166	102,487

Managed properties	38	28,770
Total property portfolio	204	131,257


⁽¹⁾	~~Includes three properties at Prairie View A&M University that we ultimately expect to be refinanced under the existing on-campus participating structure.~~



Project	Project Type	Location	Primary University Served	Beds	Estimated Project Cost		Total Costs Incurred		Scheduled Completion

Gladding Residence Center	ACE	Richmond, VA	Virginia Commonwealth Univ.	1,524	$	95,700	$	60,215	August 2018
Irvington House	ACE	Indianapolis, IN	Butler University	648	38,900		16,656		August 2018
Greek Leadership Village	ACE	Tempe, AZ	Arizona State University	957	69,600		24,032		August 2018
Bancroft Residence Hall	ACE	Berkeley, CA	University of California, Berkeley	781	98,700		44,570		August 2018
NAU Honors College	ACE	Flagstaff, AZ	Northern Arizona University	636	43,400		15,037		August 2018
U Club Townhomes	Off-campus	Oxford, MS	University of Mississippi	528	44,300		16,960		August 2018
The Edge - Stadium Centre ⁽¹⁾	Off-campus	Tallahassee, FL	Florida State University	412	42,600		16,045		August 2018
				5,486	$	433,200	$	193,515
Core Spaces / DRW Portfolio⁽²⁾
Hub Ann Arbor	Off-campus	Ann Arbor, MI	University of Michigan						September 2018
Hub Flagstaff	Off-campus	Flagstaff, AZ	Northern Arizona University						September 2018
Hub West Lafayette	Off-campus	West Lafayette, IN	Purdue University						September 2018
				1,500	$	240,000	$	63,957
SUBTOTAL – 2018 DELIVERIES				6,986	$	673,200	$	257,472

Columbus Avenue Student Apts.	ACE	Boston, MA	Northeastern University	825	$	153,400	$	30,753	August 2019
191 College	Off-campus	Auburn, AL	Auburn University	495	59,300		11,516		July 2019
SUBTOTAL – 2019 DELIVERIES				1,320	$	212,700	$	42,269

TOTAL – ALL PROJECTS				8,306	$	885,900	$	299,741


University/Market Served	Project	Location		Beds		Estimated Project Cost		Total Costs Incurred		Scheduled Occupancy

Walt Disney World® Resort	Disney College Program Phases VII B-VIII	Orlando, FL		1,472		$	82,100	$	77,783	May & Aug 2022
	Disney College Program Phases IX-X	Orlando, FL		2,209		122,700		99,779		Jan & May 2023
			3,681	$	204,800	$	177,562



	Same Store Properties				New Properties				Sold/Held for Sale Properties ⁽¹⁾				Total - All Properties
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
	2017		2016		2017		2016		2017⁽²⁾		2016 ⁽³⁾		2017		2016
Number of properties⁽⁴⁾	124		124		24		8		1		22		149		154
Number of beds ⁽⁴⁾	73,871		73,871		14,364		3,737		860		13,600		89,095		91,208

Revenues ⁽⁵⁾	$	162,776	$	160,636	$	20,637	$	4,187	$	869	$	21,681	$	184,282	$	186,504
Operating expenses	87,902		85,126		11,232		2,242		289		13,234		99,423		100,602



	Amount		% of Total		Weighted Average Rates⁽¹⁾		Weighted Average Maturities
Secured	$	646,582	23.4	%	4.8	%	5.3 Years
Unsecured	2,116,440		76.6	%	3.1	%	4.3 Years
Total consolidated debt	$	2,763,022	100.0	%	3.5	%	4.5 Years

Fixed rate debt
Secured
Project-based taxable bonds	$	30,575	1.1	%	7.6	%	7.0 Years
Mortgage	593,585		21.4	%	4.7	%	5.4 Years
Unsecured
April 2013 Notes	400,000		14.5	%	3.8	%	5.5 Years
June 2014 Notes	400,000		14.5	%	4.1	%	6.8 Years
September 2015 Notes	400,000		14.5	%	3.4	%	3.0 Years
Total - fixed rate debt	1,824,160		66.0	%	4.1	%	5.2 Years

Variable rate debt:
Secured
Construction	22,422		0.8	%	4.2	%	2.3 Years
Unsecured
Term loans	650,000		23.5	%	2.3	%	2.7 Years
Unsecured revolving credit facility	266,440		9.7	%	2.4	%	4.5 Years
Total - variable rate debt	938,862		34.0	%	2.4	%	4.4 Years
Total consolidated debt	$	2,763,022	100.0	%	3.5	%	4.5 Years

~~Property~~

~~Location~~

~~Primary University Served~~

~~The Province - Dayton~~

~~Dayton, OH~~

~~Wright State University~~