##### Table of Contents

As filed with the Securities and Exchange Commission on December 29, 2003

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-K



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(Mark One)



| | x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 30, 2003 or
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| |  ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from
 to .
| | - | -----------------------------------------------------------------------------------------------------------------------------



Commission file number 333-71073



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IKON RECEIVABLES, LLC

(Exact name of registrant as specified in its charter)



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|DELAWARE                                                       |  | 23-2990188                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|1738 Bass Road, P.O. Box 9115, Macon, Georgia |  | 31208     
|--------------------------------------------- |  | ----------
|(Address of principal executive offices)      |  | (Zip Code)



Registrants
telephone number, including area code: (478) 471-2300



---



Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act: None



---



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



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



Registered debt outstanding as
of December 19, 2003 was $332,196,528.



Indicate by check mark
whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes ̈No  x



DOCUMENTS INCORPORATED BY REFERENCE:



None



The registrant
meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing with the reduced disclosure format contemplated thereby.



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##### Table of Contents

INDEX *



|         |  |                                                                                       |  | Page No.
|-------- |  | ------------------------------------------------------------------------------------- |  | --------
|         |  | PART I                                                                                |  |         
|ITEM 1.  |  | BUSINESS                                                                              |  | 1       
|         |  |                                                                                      
|ITEM 2.  |  | PROPERTIES                                                                            |  | 2       
|         |  |                                                                                      
|ITEM 3.  |  | LEGAL PROCEEDINGS                                                                     |  | 2       
|         |  |                                                                                      
|         |  | PART II                                                                               |  |         
|         |  |                                                                                      
|ITEM 5.  |  | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                 |  | 2       
|         |  |                                                                                      
|ITEM 7.  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 2       
|         |  |                                                                                      
|ITEM 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 5       
|         |  |                                                                                      
|ITEM 8.  |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                           |  | 5       
|         |  |                                                                                      
|ITEM 9.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  |  | 6       
|         |  |                                                                                      
|ITEM 9A. |  | EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES                                      |  | 6       
|         |  |                                                                                      
|         |  | PART III                                                                              |  |         
|         |  |                                                                                      
|ITEM 14. |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                |  | 6       
|         |  |                                                                                      
|         |  | PART IV                                                                               |  |         
|         |  |                                                                                      
|ITEM 15. |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                      |  | 6       



|* | All amounts contained in this annual report on Form 10-K are in thousands unless otherwise noted.
|- | -------------------------------------------------------------------------------------------------



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FORWARD LOOKING INFORMATION



This Report includes or incorporates by reference information which may constitute forward-looking statements within the
meaning of the federal securities laws. Although IKON Receivables, LLC (the Company) believes the expectations contained in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove
correct. Such forward-looking information is based upon managements current plans or expectations and is subject to a number of risks and uncertainties that could significantly affect current plans, anticipated actions and the future financial
condition and results of the Company, IOS Capital, LLC (IOSC), and IKON Office Solutions, Inc. (IKON). These risks and uncertainties, which apply to the Company, IOSC and IKON, include, but are not limited to, risks and
uncertainties relating to: the consummation of the announced transaction with General Electric Capital Corporation; factors which may affect the Companys ability to collect amounts due from lessees in order to make payments due in connection
with the Companys lease-backed notes (such as lessee defaults or factors impeding recovery efforts); conducting operations in a competitive environment and a changing industry (which includes technical services and products that are relatively
new to the industry and to the Company); delays, difficulties, management transitions and employment issues associated with consolidations and/or changes in business operations; existing and future vendor relationships; risks relating to foreign
currency exchange; economic, legal and political issues associated with international operations; the Companys ability to access capital and meet its debt service requirements (including sensitivity to fluctuations in interest rates); and
general economic conditions. As a consequence of these and other risks and uncertainties, current plans, anticipated actions and future financial condition and results may differ materially from those expressed in any forward-looking statements made
by or on behalf of the Company, IOSC or IKON.



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##### Table of Contents

PART I



Recent Developments





ITEM 1.Business.



IKON Office Solutions, Inc. (IKON) entered into an asset purchase agreement (the Agreement), dated December 10, 2003, by and among IKON, IOS Capital, LLC (IOSC) and General Electric
Capital Corporation (GE), pursuant to which, among other things, GE will acquire certain assets and liabilities of IOSC, including, without limitation, IOSCs servicing functions, facilities, systems and processes. As a condition to
the consummation of the transactions contemplated by the Agreement, IKON and GE will enter into a program agreement (the Program Agreement), under which, among other things, GE will become the preferred lease-financing source for
IKONs customers in the United States and Canada. Under the terms of the Agreement, and subject to closing adjustments, IKON will receive approximately $1.5 billion of gross proceeds.



IKON is a publicly traded company with fiscal 2003 revenues of approximately
$4.7 billion. IKON integrates imaging systems and services that help businesses manage document workflow and increase efficiency. IKON represents the industrys broadest portfolio of document management services including: outsourcing and
professional services, on-site copy and mailroom management, fleet management, off-site digital printing solutions, and customized workflow and imaging application development. IOSC is currently a wholly-owned finance subsidiary of IKON. IKON
Receivables-1, LLC (the Sole Member), a special purpose Delaware limited liability company, is a wholly-owned direct subsidiary of IOSC, and IKON Receivables, LLC (the Company), is a wholly-owned indirect subsidiary of IOSC
held through the Sole Member. The Company was organized in the State of Delaware on January 20, 1999 and is managed by IKON Receivables Funding, Inc. (the Manager).



Before the closing of the transaction with GE (as described above), IKON intends to merge IOSC into IKON. As a result of the
merger of IOSC into IKON, the Sole Member will become a direct, wholly owned subsidiary of IKON, and the Sole Member will continue to hold the Company as a subsidiary. Immediately after the effectiveness of the merger, IKON will sell certain former
assets and liabilities of IOSC to GE or one of its affiliates. As a result of the sale, the Sole Member and the Company will become direct or indirect subsidiaries of GE or one of its affiliates. The Company will continue to be the issuer of the
Notes (as defined below). Following the closing of the transaction described above, the Lease Receivables (as defined below) will be serviced or sub-serviced by GE or one of its affiliates.



The closing of the transaction is subject to execution of the Program
Agreement relating to GEs relationship with IKON as its preferred lease-financing source, as well as execution of other agreements and customary conditions, including receipt of certain third party consents. The transaction is expected to
close in the second quarter of fiscal 2004. We cannot assure you that the transactions contemplated by the Agreement will occur.



The Company intends to file a Form 15, and thereafter cease filing periodic reports under the Securities Exchange Act of 1934, promptly upon, and subject
to, receipt of certain third party consents.



General



The Company was organized to engage exclusively in the
following business and financial activities: to purchase or acquire from IKON, or any subsidiary or affiliate of IKON, any right to payment, whether constituting an account, chattel paper, instrument or general intangible, and certain related
property (other than equipment) and rights (collectively, Finance Receivables), and hold, sell, transfer, pledge or otherwise dispose of Finance Receivables or interests therein; to enter into any agreement related to any Finance



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##### Table of Contents

Receivables that provides for the administration, servicing and collection of amounts due on such Finance Receivables and any interest rate hedging
arrangements in connection therewith; to distribute Finance Receivables or proceeds from Finance Receivables and any other income to its Sole Member; and to engage in any lawful act or activity and to exercise any power that is incidental and
necessary or convenient to the foregoing and permitted under Delaware law.



The Company has issued Series 2000-1, 2000-2 and 2001-1 lease-backed notes (collectively, the Notes) which are secured by a segregated pool of assets (the Asset Pool) that includes a portfolio
of chattel paper composed of leases, leases intended as security agreements and installment sales contracts acquired or originated by IOSC (the Leases), together with the equipment financing portion of each periodic rental payment due
pursuant to the terms of each series of Notes. The Leases, including the Companys security interest (which is limited to recoveries on non-performing Leases) in the underlying equipment and other property related to the Leases (such equipment
and property herein referred to as the Equipment), are referred to as Lease Receivables.



The Lease Receivables, including the Equipment, have been transferred to the Company and the Lease Receivables have been pledged by the Company to the
applicable indenture trustee (the Trustee) in accordance with the terms of the assignment and servicing agreement applicable to each series of Notes. The Notes are secured solely by the Asset Pool and have no right, title or interest in
the Equipment. The sole source of funds available for payment of the Notes are the Asset Pool and any applicable reserve account established in accordance with each applicable indenture and financial guarantee insurance policy. The Trustee has no
right, title, or interest in the residual values of any of the Equipment except to the extent of the Companys limited security interest with respect to recoveries on non-performing Leases.



Neither the Sole Member nor the Manager is liable for the debts, liabilities,
contracts or other obligations of the Company solely by reason of being the Sole Member or Manager of the Company.



The Companys organizational documents require it to operate in such a manner that it should not be consolidated in the bankruptcy estate of the Sole
Member, IOSC, or IKON, should any of these entities become subject to such a proceeding. The Company is legally separate from each of the foregoing entities, and the assets of the Company, including, without limitation, the Lease Receivables, are
not available to the creditors of the Sole Member, IOSC, or IKON.



ITEM 2.Properties.



The Company does not utilize any facilities. Actions related to servicing and maintaining the Companys assets are performed by IOSC.



ITEM 3.Legal Proceedings.



None.



PART II



ITEM 5.Market for Registrants Common Equity and Related Stockholder Matters.



There is currently no market for the Companys equity securities nor is it anticipated that such a market will develop.



ITEM 7.Managements Discussion and Analysis of Financial Condition and Results of Operations.



Pursuant to General Instruction I(2)(a) of Form 10-K, the following analysis of the results of operations is presented in
lieu of Managements Discussion and Analysis of Financial Condition and Results of Operations.



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##### Table of Contents

The Company has issued the Notes as described below:



|Series |  | Notes     |  | Issuance Date |  | Principal Issuance Amount |           | Principal Amount Outstanding at September 30, 2003 |   | Interest Rate |  |              | Stated Maturity Date
|------ |  | --------- |  | ------------- |  | ------------------------- | --------- | -------------------------------------------------- | - | ------------- |  | ------------ | --------------------
|2000-1 |  | Class A-1 |  | 06/02/00      |  | $                         | 130,000   |                                                    |   |               |  | 6.99625      | %                   
|       |  | Class A-2 |  | 06/02/00      |  |                           | 54,000    |                                                    |   |               |  | 7.51         | %                   
|       |  | Class A-3 |  | 06/02/00      |  |                           | 230,000   |                                                    |   |               |  | LIBOR + 0.19 | %                   
|       |  | Class A-4 |  | 06/02/00      |  |                           | 84,510    |                                                    | $ | 75,542        |  | LIBOR + 0.23 | %                   
|       |  |           |  |               |  |                           |           |                                                    |   |               |  |              |                     
|       |  |           |  | Sub-Total     |  |                           | 498,510   |                                                    |   | 75,542        |  |              |                     
|       |  |           |  |               |  |                           |           |                                                    |   |               |  |              |                     
|2000-2 |  | Class A-1 |  | 12/07/00      |  |                           | 193,532   |                                                    |   |               |  | 6.66125      | %                   
|       |  | Class A-2 |  | 12/07/00      |  |                           | 70,193    |                                                    |   |               |  | 6.60         | %                   
|       |  | Class A-3 |  | 12/07/00      |  |                           | 290,800   |                                                    |   | 49,805        |  | LIBOR + 0.23 | %                   
|       |  | Class A-4 |  | 12/07/00      |  |                           | 79,906    |                                                    |   | 79,906        |  | LIBOR + 0.27 | %                   
|       |  |           |  |               |  |                           |           |                                                    |   |               |  |              |                     
|       |  |           |  | Sub-Total     |  |                           | 634,431   |                                                    |   | 129,711       |  |              |                     
|       |  |           |  |               |  |                           |           |                                                    |   |               |  |              |                     
|2001-1 |  | Class A-1 |  | 06/28/01      |  |                           | 168,000   |                                                    |   |               |  | 3.73375      | %                   
|       |  | Class A-2 |  | 06/28/01      |  |                           | 41,000    |                                                    |   |               |  | 4.16         | %                   
|       |  | Class A-3 |  | 06/28/01      |  |                           | 260,000   |                                                    |   | 79,885        |  | LIBOR + 0.23 | %                   
|       |  | Class A-4 |  | 06/28/01      |  |                           | 126,200   |                                                    |   | 126,200       |  | LIBOR + 0.26 | %                   
|       |  |           |  |               |  |                           |           |                                                    |   |               |  |              |                     
|       |  |           |  | Sub-Total     |  |                           | 595,200   |                                                    |   | 206,085       |  |              |                     
|       |  |           |  |               |  |                           |           |                                                    |   |               |  |              |                     
|       |  |           |  | Total         |  | $                         | 1,728,141 |                                                    | $ | 411,338       |  |              |                     
|       |  |           |  |               |  |                           |           |                                                    |   |               |  |              |                     



The Notes were issued
pursuant to certain indentures (the Indentures) between the Company, IOSC, and the Trustee. The Notes are secured by the Asset Pool that includes a portfolio of Leases, together with the equipment financing portion of each periodic
rental payment due pursuant to the terms of each series of Notes.



The Lease Receivables, including the Equipment, have been transferred to the Company and the Lease Receivables have been pledged by the Company to the Trustee in accordance with the terms of the assignment and servicing agreement applicable
to each series of Notes. The Notes are secured solely by the Asset Pool and have no right, title or interest in the Equipment. The sole source of funds available for payment of the Notes are the Asset Pool and any applicable reserve account
established in accordance with each applicable indenture and financial guarantee insurance policy. The Trustee has no right, title, or interest in the residual values of any of the Equipment except to the extent of the Companys limited
security interest with respect to recoveries on non-performing Leases.



The Notes have certain credit enhancement features available to noteholders, including reserve accounts, overcollateralization accounts and noncancelable insurance policies from Ambac Assurance Corporation with respect to the Notes. On each
payment date, funds available from the collection of Lease Receivables will be paid to the noteholders in the order of their priority class.



The Notes bear interest from the related issuance date at the stated rates specified above. The variable rate 2000-1 Class A-4, 2000-2 Class A-3, 2000-2
Class A-4, 2001-1 Class A-3 and 2001-1 Class A-4 Notes have been fixed at 7.820%, 6.475%, 6.475%, 4.825% and 5.435%, respectively, through interest rate swaps.



IOSC services the Leases and may delegate its servicing responsibilities to one or more sub-servicers, but such delegation does not relieve IOSC of its
liabilities with respect thereto. IOSC retains possession of the Leases and related files, and receives a monthly service fee from the Company for servicing the Leases (see Recent Developments).



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Restricted cash on the balance sheets represents the cash that has been collected on the Leases that are
pledged as collateral for the Notes. This cash must be segregated within two business days into a trust account and the cash is used to pay the principal and interest on the Notes as well as any associated administrative expenses. The level of
restricted cash is impacted from one period to the next by the volume of Leases pledged as collateral on the Notes and timing of collections on such Leases.



Future maturities of the Notes, based on contractual maturities of the Leases for each of the succeeding fiscal years, are as follows:



|     |  | 2000-1 Series Notes |        | 2000-2 Series Notes |   | 2001-1 Series Notes |  | Total
|---- |  | ------------------- | ------ | ------------------- | - | ------------------- |  | -----
|2004 |  | $                   | 75,542 |                     | $ | 129,711             |  | $    
|2005 |  |                     |        |                     |   |                     |  |      
|     |  |                     |        |                     |   |                     |  |      
|     |  | $                   | 75,542 |                     | $ | 129,711             |  | $    
|     |  |                     |        |                     |   |                     |  |      



During fiscal 2003,
income generated from the Leases was $102,569, interest income on restricted cash was $680, while interest expense was $48,230 and general and administrative expenses were $5,455. Principal collections on the Leases during fiscal 2003 were $551,533,
and the Company repaid $642,704 of principal on the Notes. During fiscal 2002, income generated from the Leases was $196,882, interest income on restricted cash was $1,758, while interest expense was $93,609 and general and administrative expenses
were $10,853. Principal collections on the Leases during fiscal 2002 were $886,408, and the Company repaid $743,347 of principal on the Notes. The Companys portfolio of Leases had an average yield of 11.3% and 10.6% during fiscal September 30,
2003 and 2002, respectively, and the Companys weighted average interest rate of its total debt cost during fiscal 2003 and 2002 was 6.2% and 6.3%, respectively. The Companys effective income tax rate was 36.0% for fiscal 2003 and 39.2%
for fiscal 2002.



IOSC provides, in accordance with the
applicable assignment and servicing agreement for the Notes, servicer reports to the indenture Trustee for each series (the Servicer Reports). The Servicer Reports prepared during fiscal 2003 are furnished with this report. During 2003,
IOSC made certain adjustments to the Servicer Reports that modified the following:



| | i) | Substitutions for non-performing leases, early terminations and system maintenance had previously been calculated on a net present value basis and were adjusted in the February 2003
Servicer Reports to a discounted present value basis. As a result, no actual substitutions were made in certain months in which substitutions were reported, as detailed in the respective Servicer Report footnotes;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Beginning in February 2003, the annualized default rate and delinquency rate calculations were restated in accordance with the definitions set forth in the indenture and the
assignment and servicing agreement. The annualized default rates did not previously include recoveries on non-performing loans and did not reflect adjustments for loans cured up to five business days prior to the payment date. Both calculations were
also adjusted to reflect previously unreported non-performing loans;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii) | Beginning in February 2003, renewal payments were reflected in collection account balances, and related additional data concerning such matters were furnished; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iv) | Beginning in February 2003, the Company began reporting cumulative substitutions for adjusted and warranty leases, non-performing leases, and early terminated leases, pursuant to
Section 11.01(a) of the assignment and servicing agreement.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk.



The Company incurs debt to fund the origination of Leases for IKON. The interest rates charged on the debt are determined
based on current market conditions and may include variable measures of interest rates such as LIBOR. The Company monitors interest rates on debt in order to mitigate exposure to unfavorable variations as compared to the interest rate earned on the
pledged Leases. The objective in managing this risk is to achieve fixed-rate financing at the same time the Company establishes the rate to be received by the Company on the Leases. As a result, from time to time, interest rate swaps are utilized to
effectively fix the rate on variable rate debt, as opposed to a direct issuance of fixed rate debt. The risk associated with the use of interest rate swaps is the possible inability of the counterparties to meet the terms of their contracts. The
Company does not enter into interest rate swap agreements for trading purposes.



The following tables present, as of September 30, 2003 and 2002, information regarding the interest rate swap agreements to which the Company is a party: (i) the notional amount, (ii) the fixed interest rate payable
by the Company, (iii) the variable interest rate payable to the Company by the counterparty under the agreement, (iv) the fair value of the instrument and (v) the maturity date of the agreement.



|September 30, 2003
|------------------
|                  
|Notional Amount   
|$129,711          
|79,885            
|126,200           
|75,542            



|September 30, 2002
|------------------
|Notional Amount   
|$272,463          
|241,592           
|86,634            
|46,538            
|126,200           
|84,510            



ITEM 8.Financial Statements and Supplementary Data.



The financial statements of the Company are submitted herewith on Pages F-1 through F-11 of this report.



Quarterly Data



The following table shows summarized unaudited quarterly results for fiscal
2003 and 2002:



|                     |  | First Quarter |        | Second Quarter |   | Third Quarter |  | Fourth Quarter |        | Total
|-------------------- |  | ------------- | ------ | -------------- | - | ------------- |  | -------------- | ------ | -----
|2003                 |  |               |        |                |   |               |  |                |        |      
|Lease finance income |  | $             | 34,276 |                | $ | 22,282        |  | $              | 21,946 |      
|Interest expense     |  |               | 16,230 |                |   | 11,097        |  |                | 10,688 |      
|Net income           |  |               | 9,856  |                |   | 6,030         |  |                | 7,571  |      



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|                                                                      |  | FirstQuarter |        | SecondQuarter |   | Third Quarter |  |   | FourthQuarter |   | Total |  
|--------------------------------------------------------------------- |  | ------------ | ------ | ------------- | - | ------------- |  | - | ------------- | - | ----- | -
|2002                                                                  |  |              |        |               |   |               |  |   |               |   |       |  
|Lease finance income                                                  |  | $            | 56,855 |               | $ | 52,610        |  | $ | 46,089        |   |       | $
|Interest expense                                                      |  |              | 28,392 |               |   | 24,507        |  |   | 21,934        |   |       |  
|Net income before cumulative effect of change in accounting principle |  |              | 15,519 |               |   | 15,424        |  |   | 13,163        |   |       |  
|Net income (loss)                                                     |  |              | 15,519 |               |   | 15,424        |  |   | (830,589      | ) |       |  



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



(No response to this item is required.)



ITEM 9A.Evaluation of Disclosure Controls and Procedures.



The Companys Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of the Companys disclosure controls
and procedures (as such term is defined in Rule 15d-15(e) under the Exchange Act) as of the period covered by this Annual Report on Form 10-K. Based on this evaluation, they have concluded that as of the evaluation date, the Companys
disclosure controls and procedures are reasonably designed to alert them on a timely basis to material information relating to the Company required to be included in its reports filed or submitted under the Exchange Act.



PART III



ITEM 14.Principal Accountant Fees and Services.



(No response to this item is required.)



PART IV



ITEM 15.Exhibits, Financial Statement Schedules, and Reports on Form 8-K.



|(a) | List of Financial Statements
|--- | ----------------------------



|                                                                                                    |  | Page
|--------------------------------------------------------------------------------------------------- |  | ----
|Report of Independent Auditors                                                                      |  | F-1 
|Balance Sheets at September 30, 2003 and 2002                                                       |  | F-2 
|Statements of Income and Losses for the Fiscal Years Ended September 30, 2003, 2002 and 2001        |  | F-3 
|Statements of Cash Flows for the Fiscal Years Ended September 30, 2003, 2002 and 2001               |  | F-4 
|Statements of Changes in Members Deficit for Fiscal Years Ended September 30, 2003, 2002, and 2001 |  | F-5 
|Notes to Financial Statements                                                                       |  | F-6 



Financial Statements
and Schedules other than those listed above are omitted because the required information is included in the financial statements or the notes thereto or because they are inapplicable.



|(b) | Exhibits
|--- | --------



|    | 
|--- | 
|3.1 | 
|    | 
|3.2 | 
|    | 
|4.1 | 



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|     | 
|---- | 
|4.2  | 
|     | 
|4.3  | 
|     | 
|4.4  | 
|     | 
|4.5  | 
|     | 
|10.1 | 
|     | 
|10.2 | 
|     | 
|10.3 | 
|     | 
|10.4 | 
|     | 
|10.5 | 
|     | 
|10.6 | 
|     | 
|10.7 | 
|     | 
|10.8 | 
|     | 
|10.9 | 



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|      | 
|----- | 
|10.10 | 
|      | 
|10.11 | 
|      | 
|10.12 | 
|      | 
|10.13 | 
|      | 
|10.14 | 
|      | 
|10.15 | 
|      | 
|10.16 | 
|      | 
|10.17 | 
|      | 
|10.18 | 
|      | 
|10.19 | 



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|     | 
|---- | 
|12   | 
|     | 
|23   | 
|     | 
|31.1 | 
|     | 
|31.2 | 
|     | 
|32.1 | 
|     | 
|32.2 | 
|     | 
|99.1 | 
|     | 
|(c)  | 
|     | 
|     | 





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##### Table of Contents

REPORT OF INDEPENDENT AUDITORS



To the Board of Directors and Shareholders

of IKON Office Solutions, Inc.:



In our opinion, the accompanying balance sheets and the
related statements of income and losses, cash flows and changes in members (deficit) equity, present fairly, in all material respects, the financial position of IKON Receivables, LLC at September 30, 2003 and 2002, and the results of its
operations and its cash flows for each of the three years in the period ended September 30, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the
Companys management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.



As discussed in notes 2 and 8 to the financial
statements, the Company adopted Statement of Financial Accounting Standards No. 133, as amended, Accounting Derivative Instruments and Hedging Activities, in fiscal 2001.



As discussed in note 2 to the financial statements, the Company has recorded a change in accounting for income taxes, which
has been retroactively adopted as of October 1, 2001.



/s/ PricewaterhouseCoopers LLP

Philadelphia, PA

December 18, 2003



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##### Table of Contents

IKON RECEIVABLES, LLC



BALANCE SHEETS



|                                       |  | September 30 |         
|-------------------------------------- |  | ------------ | --------
|                                       |  | 2003         |         
|Assets                                 |  |              |         
|                                       |  |             
|Investment in leases:                  |  |              |         
|Finance lease receivables              |  | $            | 571,973 
|Less: Unearned income                  |  |              | (64,326 
|                                       |  |              |         
|                                       |  |              | 507,647 
|                                       |  |             
|Cash                                   |  |              | 1       
|Restricted cash                        |  |              | 68,765  
|Accounts receivable                    |  |              | 16,453  
|Prepaid expenses and other assets      |  |              | 935     
|Deferred tax assets                    |  |              | 5,664   
|                                       |  |              |         
|Total Assets                           |  | $            | 599,465 
|                                       |  |              |         
|Liabilities and Members Deficit       |  |              |         
|                                       |  |             
|Liabilities:                           |  |              |         
|Accrued expenses                       |  | $            | 53,758  
|Lease-backed notes                     |  |              | 411,338 
|Deferred income taxes                  |  |              | 182,753 
|                                       |  |              |         
|Total Liabilities                      |  |              | 647,849 
|                                       |  |              |         
|Commitments and contingencies          |  |              |         
|                                       |  |             
|Members deficit:                      |  |              |         
|Contributed capital                    |  |              | 538,529 
|Retained deficit                       |  |              | (576,843
|Accumulated other comprehensive loss   |  |              | (10,070 
|                                       |  |              |         
|Total Members Deficit                 |  |              | (48,384 
|                                       |  |              |         
|Total Liabilities and Members Deficit |  | $            | 599,465 
|                                       |  |              |         



See accompanying
notes to financial statements.



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##### Table of Contents

IKON RECEIVABLES, LLC



STATEMENTS OF INCOME AND LOSSES



|                                                                                                |  | Fiscal Year Ended September 30
|----------------------------------------------------------------------------------------------- |  | ------------------------------
|                                                                                                |  | 2003                          
|Revenues:                                                                                       |  |                               
|Lease finance income                                                                            |  | $                             
|Interest income on restricted cash                                                              |  |                               
|                                                                                                |  |                               
|                                                                                                |  |                               
|                                                                                                |  |                               
|Expenses:                                                                                       |  |                               
|Interest                                                                                        |  |                               
|General and administrative                                                                      |  |                               
|                                                                                                |  |                               
|                                                                                                |  |                               
|                                                                                                |  |                               
|Income before taxes on income and cumulative effect of change in accounting principle           |  |                               
|Taxes on income                                                                                 |  |                               
|                                                                                                |  |                               
|Net income before cumulative effect of change in accounting principle                           |  |                               
|                                                                                                |  |                               
|Cumulative effect of change in accounting principle (note 2)                                    |  |                               
|                                                                                                |  |                               
|Net income (loss)                                                                               |  | $                             
|                                                                                                |  |                               
|Proforma net income assuming the change in accounting principle had been applied retroactively: |  |                               
|                                                                                                |  |                               
|Reported net income                                                                             |  |                               
|Proforma tax expense                                                                            |  |                               
|                                                                                                |  |                               
|Proforma net income                                                                             |  |                               
|                                                                                                |  |                               



See accompanying
notes to financial statements.



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##### Table of Contents

IKON RECEIVABLES, LLC



STATEMENTS OF CASH FLOWS



|                                                                                                    |  | Fiscal Year Ended September 30 |         
|--------------------------------------------------------------------------------------------------- |  | ------------------------------ | --------
|                                                                                                    |  | 2003                           |         
|Cash Flows from Operating Activities                                                                |  |                                |         
|Net income                                                                                          |  | $                              | 31,721  
|Additions (deductions) to reconcile net income (loss) to net cash provided by operating activities: |  |                                |         
|Amortization                                                                                        |  |                                | 2,037   
|Cumulative effect of change in accounting principle                                                 |  |                                |         
|Provision for income taxes                                                                          |  |                                | 17,843  
|Changes in operating assets and liabilities:                                                        |  |                                |         
|Decrease (increase) in accounts receivable                                                          |  |                                | 23,335  
|Increase in prepaid expenses and other assets                                                       |  |                                | (66     
|Decrease (increase) in accrued expenses                                                             |  |                                | 35,218  
|                                                                                                    |  |                                |         
|Net cash provided by operating activities                                                           |  |                                | 110,088 
|                                                                                                    |  |                                |         
|Cash Flows from Investing Activities                                                                |  |                                |         
|Investment in leases:                                                                               |  |                                |         
|Collections (net of financing income)                                                               |  |                                | 551,533 
|                                                                                                    |  |                                |         
|Net cash provided by investing activities                                                           |  |                                | 551,533 
|                                                                                                    |  |                                |         
|Cash Flows from Financing Activities                                                                |  |                                |         
|Proceeds from issuance of lease-backed notes                                                        |  |                                |         
|Payments on lease-backed notes                                                                      |  |                                | (642,704
|Decrease (increase) in restricted cash                                                              |  |                                | 14,319  
|Capital distributed to Sole Member                                                                  |  |                                | (33,236 
|                                                                                                    |  |                                |         
|Net cash used in financing activities                                                               |  |                                | (661,621
|                                                                                                    |  |                                |         
|Net increase in cash                                                                                |  |                                |        
|Cash at beginning of year                                                                           |  |                                | 1       
|                                                                                                    |  |                                |         
|Cash at end of year                                                                                 |  | $                              | 1       
|                                                                                                    |  |                                |         
|                                                                                                    |  |                                |         
|Supplemental financing activities:                                                                  |  |                                |         
|Noncash capital contributions, net                                                                  |  | $                              | 11,908  
|                                                                                                    |  |                                |         
|Interest paid                                                                                       |  | $                              | 48,688  
|                                                                                                    |  |                                |         



See accompanying
notes to financial statements.



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##### Table of Contents

IKON RECEIVABLES, LLC



STATEMENTS OF CHANGES IN MEMBERS (DEFICIT) EQUITY



|                                                                                                                             |  | Contributed Capital |            |   | Retained Earnings (Deficit) |   |          | Accumulated Other Comprehensive Loss |  |   | Total Members Deficit |   |  | Total Comprehensive Income (Loss) |           
|---------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ---------- | - | --------------------------- | - | -------- | ------------------------------------ |  | - | ---------------------- | - |  | --------------------------------- | ----------
|Balance at September 30, 2000                                                                                                |  | $                   | 279,478    |   |                             | $ | 83,687   |                                      |  |   |                        |   |  | $                                 | 363,165   
|                                                                                                                             |  |                     |            |   |                            
|Net income                                                                                                                   |  |                     |            |   |                             |   | 94,252   |                                      |  |   |                        |   |  |                                   | 94,252    
|Equipment leases contributed by Sole Member                                                                                  |  |                     | 2,109,129  |   |                             |   |          |                                      |  |   |                        |   |  |                                   | 2,109,129 
|Capital distributions                                                                                                        |  |                     | (2,060,131 | ) |                             |   |          |                                      |  |   |                        |   |  |                                   | (2,060,131
|Cumulative effect of change in accounting principle for derivative and hedging activities (SFAS 133), net of taxes of
$2,314 |  |                     |            |   |                             |   |          |                                      |  | $ | (3,471                 | ) |  |                                   | (3,471    
|Loss on derivative financial instruments, net of taxes of $17,934                                                            |  |                     |            |   |                             |   |          |                                      |  |   | (26,903                | ) |  |                                   | (26,903   
|                                                                                                                             |  |                     |            |   |                             |   |          |                                      |  |   |                        |   |  |                                   |           
|Total comprehensive income                                                                                                   |  |                     |            |   |                             |   |          |                                      |  |   |                        |   |  |                                   |           
|                                                                                                                             |  |                     |            |   |                             |   |          |                                      |  |   |                        |   |  |                                   |           
|Balance at September 30, 2001                                                                                                |  |                     | 328,476    |   |                             |   | 177,939  |                                      |  |   | (30,374                | ) |  |                                   | 476,041   
|Net income before cumulative effect of change in accounting principle                                                        |  |                     |            |   |                             |   | 57,249   |                                      |  |   |                        |   |  |                                   | 57,249    
|Cumulative effect of change in accounting principle (note 2)                                                                 |  |                     |            |   |                             |   | (843,752 | )                                    |  |   |                        |   |  |                                   | (843,752  
|Equipment leases contributed by Sole Member, net of deferred taxes of $37,339                                                |  |                     | 56,010     |   |                             |   |          |                                      |  |   |                        |   |  |                                   | 56,010    
|Reversal of income tax liability (note 2)                                                                                    |  |                     | 391,492    |   |                             |   |          |                                      |  |   |                        |   |  |                                   | 391,492   
|Capital distributions                                                                                                        |  |                     | (308,692   | ) |                             |   |          |                                      |  |   |                        |   |  |                                   | (308,692  
|Gain on derivative financial instruments, net of taxes of $4,897                                                             |  |                     |            |   |                             |   |          |                                      |  |   | 7,345                  |   |  |                                   | 7,345     
|                                                                                                                             |  |                     |            |   |                             |   |          |                                      |  |   |                        |   |  |                                   |           
|Total comprehensive loss                                                                                                     |  |                     |            |   |                             |   |          |                                      |  |   |                        |   |  |                                   |           
|                                                                                                                             |  |                     |            |   |                             |   |          |                                      |  |   |                        |   |  |                                   |           
|Balance at September 30, 2002                                                                                                |  |                     | 467,286    |   |                             |   | (608,564 | )                                    |  |   | (23,029                | ) |  |                                   | (164,307  
|Net income                                                                                                                   |  |                     |            |   |                             |   | 31,721   |                                      |  |   |                        |   |  |                                   | 31,721    
|Net equipment leases distributed to Sole Member, net of deferred taxes of $92,571                                            |  |                     | (164,569   | ) |                             |   |          |                                      |  |   |                        |   |  |                                   | (164,569  
|Cash distributions                                                                                                           |  |                     | (33,236    | ) |                             |   |          |                                      |  |   |                        |   |  |                                   | (33,236   
|Gain on derivative financial instruments, net of taxes of $9,689                                                             |  |                     |            |   |                             |   |          |                                      |  |   | 12,959                 |   |  |                                   | 12,959    
|Reversal of income tax liability (note 2)                                                                                    |  |                     | 269,048    |   |                             |   |          |                                      |  |   |                        |   |  |                                   | 269,048   
|                                                                                                                             |  |                     |            |   |                             |   |          |                                      |  |   |                        |   |  |                                   |           
|Total comprehensive income                                                                                                   |  |                     |            |   |                             |   |          |                                      |  |   |                        |   |  |                                   |           
|                                                                                                                             |  |                     |            |   |                             |   |          |                                      |  |   |                        |   |  |                                   |           
|Balance at September 30, 2003                                                                                                |  | $                   | 538,529    |   |                             | $ | (576,843 | )                                    |  | $ | (10,070                | ) |  | $                                 | (48,384   
|                                                                                                                             |  |                     |            |   |                             |   |          |                                      |  |   |                        |   |  |                                   |           



See accompanying
notes to financial statements.



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##### Table of Contents

IKON RECEIVABLES, LLC



NOTES TO FINANCIAL STATEMENTS



|1. | ORGANIZATION
|-- | ------------



IKON Receivables, LLC (the Company) is a special purpose Delaware limited liability company, all of the membership interests in which are held
by IKON Receivables-1, LLC (the Sole Member), also a special purpose Delaware limited liability company. All of the membership interests in the Sole Member are owned by IOS Capital, LLC (IOSC), a wholly-owned finance
subsidiary of IKON Office Solutions, Inc. (IKON), a publicly traded company with fiscal 2003 revenues of approximately $4.7 billion. IKON integrates imaging systems and services that help businesses manage document workflow and increase
efficiency. IKON represents the industrys broadest portfolio of document management services including: outsourcing and professional services, on-site copy and mailroom management, fleet management, off-site digital printing solutions, and
customized workflow and imaging application development. The Company was organized in the State of Delaware on January 20, 1999 and is managed by IKON Receivables Funding, Inc. (the Manager).



The Company was organized to engage exclusively in the following business and
financial activities: to purchase or acquire from IKON, or any subsidiary or affiliate of IKON, any right to payment, whether constituting an account, chattel paper, instrument or general intangible, and certain related property (other than
equipment) and rights (collectively, Finance Receivables), and hold, sell, transfer, pledge or otherwise dispose of Finance Receivables or interests therein; to enter into any agreement related to any Finance Receivables that provides
for the administration, servicing and collection of amounts due on such Finance Receivables and any interest rate hedging arrangements in connection therewith; to distribute Finance Receivables or proceeds from Finance Receivables and any other
income to its Sole Member; and to engage in any lawful act or activity and to exercise any power that is incidental and necessary or convenient to the foregoing and permitted under Delaware law.



The Company has issued the Series 2000-1, 2000-2 and 2001-1 lease-backed
notes (collectively, the Notes) which are secured by a segregated pool of assets (the Asset Pool) that includes a portfolio of chattel paper composed of leases, leases intended as security agreements and installment sales
contracts acquired or originated by IOSC (the Leases), together with the equipment financing portion of each periodic rental payment due pursuant to the terms of each series of Notes. The Leases, including the Companys security
interest (which is limited to recoveries on non-performing Leases) in the underlying equipment and other property related to the Leases (such equipment and property herein referred to as the Equipment), are referred to as Lease
Receivables.



The Lease Receivables, including the
Equipment, have been transferred to the Company and the Lease Receivables have been pledged by the Company to the applicable indenture trustee (the Trustee) in accordance with the terms of the assignment and servicing agreement
applicable to each series of Notes. The Notes are secured solely by the Asset Pool and have no right, title or interest in the Equipment. The sole source of funds available for payment of the Notes are the Asset Pool and any applicable reserve
account established in accordance with each applicable indenture and financial guarantee insurance policy. The Trustee has no right, title, or interest in the residual values of any of the Equipment except to the extent of the Companys limited
security interest with respect to recoveries on non-performing Leases.



Neither the Sole Member nor the Manager is liable for the debts, liabilities, contracts or other obligations of the Company solely by reason of being the Sole Member or Manager of the Company.



The Companys organizational documents require it to operate in such a
manner that it should not be consolidated in the bankruptcy estate of the Sole Member, IOSC, or IKON, should any of these entities become subject to such a proceeding. The Company is legally separate from each of the foregoing entities, and the
assets of the Company, including, without limitation, the Lease Receivables, are not available to the creditors of the Sole Member, IOSC, or IKON.



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##### Table of Contents

IKON RECEIVABLES, LLC



NOTES TO FINANCIAL STATEMENTS(Continued)



|2. | SIGNIFICANT ACCOUNTING POLICIES
|-- | -------------------------------



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect amounts reported in the financial statements and notes. Actual results could differ from those estimates and assumptions.



Revenue Recognition



Lease finance income is recognized over the related lease term. Revenue for interest income on restricted cash is recognized in the period earned.



Income Taxes



The Company is classified as a single-member limited liability corporation
(LLC) and, as such, is disregarded as an entity separate from its owners for income tax purposes. During fiscal 2002, the Company became aware that the predominant practice for single-member LLCs is to provide for income taxes in their
separate financial statements, and has concluded this is a more informative presentation. On April 1, 2002, the Company changed its accounting policy to a preferable method and began recording income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) 109, Accounting for Income Taxes. The change in accounting for income taxes was retroactively adopted as of October 1, 2001, and as a result, a deferred tax liability of $843,752 was recorded upon
adoption. The Company and the Sole Member are included in the consolidated tax return of IKON, and for purposes of applying SFAS 109, are allocated current and deferred income taxes on a separate return basis. Currently, payable/receivable income
taxes are settled in accordance with an informal tax sharing agreement with IKON and the Sole Member.



The net investment in Leases represents the uncollected contractual cash flow of the Leases that were contributed to the Company by the Sole Member in the
form of contributed capital. The tax basis and related income tax benefits attributable to the Leases are retained by the Sole Member. The related deferred tax liability is attributed to the difference between the book and tax basis of the net
Leases outstanding. Because under the informal tax-sharing agreement the Company is not obligated to reimburse the Sole Member for current income taxes, all reversals of the deferred tax liability to current income taxes payable and any current
income taxes payable are considered additional capital contributions from the Sole Member.



Financial Instruments



The Company uses interest rate swap agreements for purposes other than trading. Interest rate swap agreements are used by the Company to modify variable rate obligations to fixed rate obligations, thereby reducing the exposure to market
rate fluctuations. The interest rate swap agreements are designated as hedges, and effectiveness is determined by matching the principal balance and terms with that specific obligation. Such an agreement involves the exchange of amounts based on
fixed interest rates for amounts based on variable interest rates over the life of the agreement without an exchange of the notional amount upon which payments are based. Gains and losses on terminations of interest rate swap agreements are deferred
and amortized over the remaining term of the original contract life of the terminated swap agreement. In the event of early extinguishment of the obligation, any realized or unrealized gain or loss from the swap would be recognized in income at the
time of extinguishment.



The Company follows Statement
of Financial Accounting Standards (SFAS) 133, as amended, which requires that all derivatives be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in earnings or Other
Comprehensive Income (Loss) (OCI) depending on the type of hedging instrument and the effectiveness of those hedges.



All of the derivatives used by the Company as hedges are highly effective as defined by SFAS 133 because all of the critical terms of the derivatives
match those of the hedged item. All of the derivatives used by the Company have been designated as cash flow hedges at the time they were executed. All derivatives are adjusted to their fair market values at the end of each quarter. Unrealized net
gains and losses for cash flow hedges are recorded in OCI.





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IKON RECEIVABLES, LLC



NOTES TO FINANCIAL STATEMENTS(Continued)



As of September 30, 2003, all of the Companys derivatives were designated as hedges. These
interest rate swaps qualify for evaluation using the short cut method for assessing effectiveness. As such, there is an assumption of no ineffectiveness. During the year ended September 30, 2003, unrealized net gains totaling $12,959,
after taxes, were recorded in OCI.



Restricted Cash



Restricted cash on the balance sheets represents the cash that has been
collected on the Leases that are pledged as collateral for the Notes. This cash must be segregated within two business days into a trust account and the cash is used to pay the principal and interest on the Notes as well as any associated
administrative expenses. The level of restricted cash is impacted from one period to the next by the volume of Leases pledged as collateral on the Notes and timing of collections on such Leases.



|3. | CAPITAL CONTRIBUTIONS AND DISTRIBUTIONS
|-- | ---------------------------------------



The Sole Member made noncash capital contributions to the Company of $11,908, $484,841 and $2,109,129, in fiscal 2003, 2002 and 2001, respectively, of
Leases and the reversal of income tax liability (see note 2). During fiscal 2003, 2002 and 2001, the Company made capital distributions to the Sole Member of $33,236, $308,692 and $2,060,131, respectively.



|4. | SERVICING AGREEMENT
|-- | -------------------



The Company has a servicing agreement with IOSC for which IOSC services the Leases and provides administrative services to the Company. The servicing fee
is calculated by multiplying 0.75% by the lesser of the discounted present value of the Leases or the outstanding amount of the Notes (see note 6). The servicing fee expense was $5,455, $10,853 and $11,806 for the fiscal years ended September 30,
2003, 2002 and 2001, respectively.



|5. | INVESTMENT IN LEASES
|-- | --------------------



At September 30, 2003, contractual maturities of finance lease receivables were as follows:



|                      |  | Net Leases |         |   | Residual |   |         | Investment In Leases | 
|--------------------- |  | ---------- | ------- | - | -------- | - | ------- | -------------------- | 
|2004                  |  | $          | 273,113 |   |          | $ | 29,302  |                      | 
|2005                  |  |            | 154,088 |   |          |   | 37,134  |                      | 
|2006                  |  |            | 38,421  |   |          |   | 29,906  |                      | 
|2007                  |  |            | 5,485   |   |          |   | 3,116   |                      | 
|2008                  |  |            | 729     |   |          |   | 679     |                      | 
|                      |  |            |         |   |          |   |         |                      | 
|                      |  | $          | 471,836 |   |          | $ | 100,137 |                      | 
|Less: Unearned income |  |            | (53,064 | ) |          |   | (11,262 | )                    | 
|                      |  |            |         |   |          |   |         |                      | 
|                      |  | $          | 418,772 |   |          | $ | 88,875  |                      | 
|                      |  |            |         |   |          |   |         |                      | 



Residual values
included in the investment in leases are paid by IKON at the end of the lease term. The equipment is then transferred to IKON, who is responsible for the remarketing of equipment. IKON has no obligations or responsibility to make such payments at
the end of the lease term and, if any such amounts are paid by IKON, holders of the Notes have no right or claim to any such amounts.



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##### Table of Contents

IKON RECEIVABLES, LLC



NOTES TO FINANCIAL STATEMENTS(Continued)



|6. | LEASE-BACKED NOTES
|-- | ------------------



The Company has issued the Notes as described below:



|Series |  | Notes     |  | Issuance Date |  | Principal Issuance Amount |           | Principal Amount Outstanding at September 30 2003 |   | Interest Rate |  |              | Stated Maturity Date
|------ |  | --------- |  | ------------- |  | ------------------------- | --------- | ------------------------------------------------- | - | ------------- |  | ------------ | --------------------
|2000-1 |  | Class A-1 |  | 06/02/00      |  | $                         | 130,000   |                                                   |   |               |  | 6.99625      | %                   
|       |  | Class A-2 |  | 06/02/00      |  |                           | 54,000    |                                                   |   |               |  | 7.51         | %                   
|       |  | Class A-3 |  | 06/02/00      |  |                           | 230,000   |                                                   |   |               |  | LIBOR + 0.19 | %                   
|       |  | Class A-4 |  | 06/02/00      |  |                           | 84,510    |                                                   | $ | 75,542        |  | LIBOR + 0.23 | %                   
|       |  |           |  |               |  |                           |           |                                                   |   |               |  |              |                     
|       |  |           |  | Sub-Total     |  |                           | 498,510   |                                                   |   | 75,542        |  |              |                     
|       |  |           |  |               |  |                           |           |                                                   |   |               |  |              |                     
|2000-2 |  | Class A-1 |  | 12/07/00      |  |                           | 193,532   |                                                   |   |               |  | 6.66125      | %                   
|       |  | Class A-2 |  | 12/07/00      |  |                           | 70,193    |                                                   |   |               |  | 6.60         | %                   
|       |  | Class A-3 |  | 12/07/00      |  |                           | 290,800   |                                                   |   | 49,805        |  | LIBOR + 0.23 | %                   
|       |  | Class A-4 |  | 12/07/00      |  |                           | 79,906    |                                                   |   | 79,906        |  | LIBOR + 0.27 | %                   
|       |  |           |  |               |  |                           |           |                                                   |   |               |  |              |                     
|       |  |           |  | Sub-Total     |  |                           | 634,431   |                                                   |   | 129,711       |  |              |                     
|       |  |           |  |               |  |                           |           |                                                   |   |               |  |              |                     
|2001-1 |  | Class A-1 |  | 06/28/01      |  |                           | 168,000   |                                                   |   |               |  | 3.73375      | %                   
|       |  | Class A-2 |  | 06/28/01      |  |                           | 41,000    |                                                   |   |               |  | 4.16         | %                   
|       |  | Class A-3 |  | 06/28/01      |  |                           | 260,000   |                                                   |   | 79,885        |  | LIBOR + 0.23 | %                   
|       |  | Class A-4 |  | 06/28/01      |  |                           | 126,200   |                                                   |   | 126,200       |  | LIBOR + 0.26 | %                   
|       |  |           |  |               |  |                           |           |                                                   |   |               |  |              |                     
|       |  |           |  | Sub-Total     |  |                           | 595,200   |                                                   |   | 206,085       |  |              |                     
|       |  |           |  |               |  |                           |           |                                                   |   |               |  |              |                     
|       |  |           |  | Total         |  | $                         | 1,728,141 |                                                   | $ | 411,338       |  |              |                     
|       |  |           |  |               |  |                           |           |                                                   |   |               |  |              |                     



The Notes were issued
pursuant to certain indentures (the Indentures) between the Company, IOSC, and the Trustee. The Notes are secured by the Asset Pool that includes a portfolio of Leases, together with the equipment financing portion of each periodic
rental payment due pursuant to the terms of each series of Notes.



The Lease Receivables, including the Equipment, have been transferred to the Company and the Lease Receivables have been pledged by the Company to the Trustee in accordance with the terms of the assignment and servicing agreement applicable
to each series of Notes. The Notes are secured solely by the Asset Pool and have no right, title or interest in the Equipment. The sole source of funds available for payment of the Notes are the Asset Pool and any applicable reserve account
established in accordance with each applicable Indenture and financial guarantee insurance policy. The Trustee has no right, title, or interest in the residual values of any of the Equipment except to the extent of the Companys limited
security interest with respect to recoveries on non-performing Leases.



The Notes have certain credit enhancement features available to noteholders, including reserve accounts, overcollateralization accounts and noncancelable insurance policies from Ambac Assurance Corporation with respect to the Notes. On each
payment date, funds available from the collection of Lease Receivables will be paid to the noteholders in the order of their priority class.



The Notes bear interest from the related issuance date at the stated rates specified above. The variable rate 2000-1 Class A-4, 2000-2 Class A-3, 2000-2
Class A-4, 2001-1 Class A-3 and 2001-1 Class A-4 Notes have been fixed at 7.820%, 6.475%, 6.475%, 4.825% and 5.435%, respectively, through interest rate swaps.



IOSC services the Leases and may delegate its servicing responsibilities to one or more sub-servicers, but such delegation does not relieve IOSC of its
liabilities with respect thereto. IOSC retains possession of the Leases and related files, and receives a monthly service fee from the Company for servicing the Leases.



F-9



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IKON RECEIVABLES, LLC



NOTES TO FINANCIAL STATEMENTS(Continued)



Future maturities of the Notes, based on contractual maturities of the Leases for each of the
succeeding fiscal years, are as follows:



|     |  | 2000-1 Series Notes |        | 2000-2 Series Notes |   | 2001-1 Series Notes |  | Total
|---- |  | ------------------- | ------ | ------------------- | - | ------------------- |  | -----
|2004 |  | $                   | 75,542 |                     | $ | 129,711             |  | $    
|2005 |  |                     |        |                     |   |                     |  |      
|     |  |                     |        |                     |   |                     |  |      
|     |  | $                   | 75,542 |                     | $ | 129,711             |  | $    
|     |  |                     |        |                     |   |                     |  |      



|7. | INCOME TAXES
|-- | ------------



The deferred tax asset balance of $5,664 and $15,353, on the balance sheets at September 30, 2003 and 2002, respectively, is related to SFAS 133. See
notes 2 and 8 to the financial statements.



The components of
the effective tax rate were as follows:



|                                    |  | Fiscal Year Ended September 30, |  
|----------------------------------- |  | ------------------------------- | -
|                                    |  | 2003                            |  
|Taxes at federal statutory rate     |  | 35.0                            | %
|State taxes, net of federal benefit |  | 1.0                             | %
|                                    |  |                                 |  
|Effective income tax rate           |  | 36.0                            | %
|                                    |  |                                 |  



|8. | DERIVATIVE FINANCIAL INSTRUMENTS
|-- | --------------------------------



The Company incurs debt to fund the origination of Leases for IKON. The interest rates charged on the debt are determined based on current market
conditions and may include variable measures of interest rates such as LIBOR. The Company monitors interest rates on debt in order to mitigate exposure to unfavorable variations as compared to the interest rate earned on the pledged Leases. The
objective in managing this risk is to achieve fixed-rate financing at the same time the Company establishes the rate to be received by the Company on the Leases. As a result, from time to time, interest rate swaps are utilized to effectively fix the
rate on variable rate debt, as opposed to a direct issuance of fixed rate debt. The risk associated with the use of interest rate swaps is the possible inability of the counterparties to meet the terms of their contracts. The Company does not enter
into interest rate swap agreements for trading purposes.



The
following tables present, as of September 30, 2003 and 2002, information regarding the interest rate swap agreements to which the Company is a party: (i) the notional amount, (ii) the fixed interest rate payable by the Company, (iii) the variable
interest rate payable to the Company by the counterparty under the agreement, (iv) the fair value of the instrument and (v) the maturity date of the agreement.



September 30, 2003

---



|Notional Amount |  | Fixed Interest Rate |  | Variable Interest Rate |  | Fair Value |        |   | Maturity Date
|--------------- |  | ------------------- |  | ---------------------- |  | ---------- | ------ | - | -------------
|$129,711        |  | 6.475%              |  | LIBOR                  |  |            | (5,396 | ) |              
|79,885          |  | 4.825%              |  | LIBOR + 0.23%          |  |            | (1,272 | ) |              
|126,200         |  | 5.435%              |  | LIBOR + 0.26%          |  |            | (6,262 | ) |              
|75,542          |  | 7.820%              |  | LIBOR + 0.23%          |  | $          | (2,857 | ) |              



F-10



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##### Table of Contents

IKON RECEIVABLES, LLC



NOTES TO FINANCIAL STATEMENTS(Continued)



September 30, 2002

---



|Notional Amount |  | Fixed Interest Rate |  | Variable Interest Rate |  | Fair Value |         |   | Maturity Date
|--------------- |  | ------------------- |  | ---------------------- |  | ---------- | ------- | - | -------------
|$272,463        |  | 6.475%              |  | LIBOR                  |  | $          | (13,671 | ) |              
|241,592         |  | 4.825%              |  | LIBOR + 0.23%          |  |            | (6,002  | ) |              
|86,634          |  | 7.802%              |  | LIBOR + 0.19%          |  |            | (2,536  | ) |              
|46,538          |  | 6.270%              |  | LIBOR                  |  |            | (314    | ) |              
|126,200         |  | 5.435%              |  | LIBOR + 0.26%          |  |            | (8,383  | ) |              
|84,510          |  | 7.820%              |  | LIBOR + 0.23%          |  |            | (7,281  | ) |              



|9. | SUBSEQUENT EVENT
|-- | ----------------



IKON entered into an asset purchase agreement (the Agreement), dated December 10, 2003, by and among IKON, IOSC and General Electric Capital
Corporation (GE), pursuant to which, among other things, GE will acquire certain assets and liabilities of IOSC, including, without limitation, IOSCs servicing functions, facilities, systems and processes. As a condition to the
consummation of the transactions contemplated by the Agreement, IKON and GE will enter into a program agreement (the Program Agreement), under which, among other things, GE will become the preferred lease-financing source for IKONs
customers in the United States and Canada. Under the terms of the Agreement, and subject to closing adjustments, IKON will receive approximately $1.5 billion of gross proceeds.



IOSC is currently a wholly-owned finance subsidiary of IKON. The Sole Member is a special purpose Delaware limited liability
company and is a wholly-owned direct subsidiary of IOSC, and the Company is a wholly-owned indirect subsidiary of IOSC held through the Sole Member.



Before the closing of the transaction with GE, IKON intends to merge IOSC into IKON. As a result of the merger of IOSC into IKON, the Sole Member will
become a direct, wholly-owned subsidiary of IKON, and the Sole Member will continue to hold the Company as a subsidiary. Immediately after the effectiveness of the merger, IKON will sell certain former assets and liabilities of IOSC to GE or one of
its affiliates. As a result of the sale, the Sole Member and the Company will become direct or indirect subsidiaries of GE or one of its affiliates. The Company will continue to be the issuer of the Notes. Following the closing of the transaction
described above, the underlying Lease Receivables will be serviced or sub-serviced by GE or one of its affiliates.



The closing of the transaction is subject to execution of the Program Agreement relating to GEs relationship with IKON as its preferred
lease-financing source, as well as execution of other agreements and customary conditions, including receipt of certain third party consents. The transaction is expected to close in the second quarter of fiscal 2004.



F-11



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##### Table of Contents

SIGNATURES



Pursuant to the requirements of section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report on Form 10-K for the
fiscal year ended September 30, 2003 to be signed on its behalf by the undersigned, thereunto duly authorized.



|IKON RECEIVABLES, LLC  
|-----------------------
|Date: December 29, 2003
|                       
|By:                    
|                       
|                       
|By:                    
|                       
|                       



Pursuant to the
requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below on December 29, 2003 by the following persons on behalf of the registrant and in the capacities indicated.



|Signatures                                |  | Title                                                    |  |  |  |  |  |  |  | 
|----------------------------------------- |  | -------------------------------------------------------- |  |  |  |  |  |  |  | 
|                                          | 
|/s/    Russell S. SlackRussell S. Slack   |  | President, Director and Principal Executive Officer     
|                                          | 
|/s/    Harry G. KozeeHarry G. Kozee       |  | Vice President, Director and Principal Financial Officer
|                                          | 
|/s/    Kathleen M. BurnsKathleen M. Burns |  | Vice President, Director and Treasurer                  
|                                          | 
|Robert C. Campbell                        |  | Director                                                
|                                          | 
|Robert W. Grier                           |  | Director