|As filed with the Securities and Exchange Commission on December 21, 2001                                                                                                                                                                       
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|                                                                                                                                                                                                                                                
|UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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|(Mark One)                                                                                                                                                                                                                                      
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|FORM 10-KCommission file number 333-71073________________

IKON Receivables, LLC(Exact name of registrant as specified in its charter)                                                                                                          
|                                                                                                                                                                                                                                                
|DELAWARE

(State or other jurisdiction of

incorporation or organization)                                                                                                                                                                       
|                                                                                                                                                                                                                                                
|1738 Bass Road, P.O. Box 9115, Macon, Georgia

(Address of principal executive offices)                                                                                                                                                         
|                                                                                                                                                                                                                                                
|(478) 471-2300(Registrant's telephone number, including area code)

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

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

Not Applicable(Title of Class)
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|TABLE OF CONTENTS *
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|ITEM 1.            
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|ITEM 2.            
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|ITEM 3.            
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|ITEM 5.            
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|ITEM 7.            
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|ITEM 7A.           
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|ITEM 8.            
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|ITEM 9.            
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|ITEM 14.           

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

PART I

ITEM 1.     BUSINESS

IKON Receivables, LLC (the "Company" or the "Registrant") is an indirect wholly-owned bankruptcy-remote subsidiary of IOS
Capital, Inc. ("IOSC") which is a wholly-owned finance subsidiary of IKON Office Solutions, Inc. ("IKON"), a publicly traded office technology company with fiscal 2001 revenues of $5.3 billion. The Registrant was formed solely
for the purpose of acquiring from IKON or any of its subsidiaries, from time to time, certain leases and any security interests in the equipment underlying the leases (the "Equipment"), and pledging the leases through the issuance of debt
securities. As a bankruptcy-remote entity, the Registrant's operations are restricted so that (a) it does not engage in business with, or incur liabilities to, any other entity (other than the trustee on behalf of the holders of the debt securities)
which may bring bankruptcy proceedings against the Registrant and (b) the risk that it will be consolidated into the bankruptcy proceedings of any other entity is diminished. The Company is a special purpose Delaware limited liability company, all
of the membership interests in which are held by IKON Receivables-1, LLC ("Sole Member"), also a special purpose Delaware limited liability company. All of the membership interests in the Sole Member are owned by IOSC. The Company was
organized in the State of Delaware on January 20, 1999 and is managed by IKON Receivables Funding, Inc. (the "Manager").

ITEM 2.     PROPERTIES

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

ITEM 3.     LEGAL PROCEEDINGS

None

PART II

ITEM 5.     MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS

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

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS 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.



1

The Company has issued Series 1999-1, 1999-2, 2000-1, 2000-2 and 2001-1 Lease-Backed Notes (collectively, the "Notes") as described
below:



|Series | Notes      | Issuance
Date | Principal

Issuance
Amount | Interest
Rate | Stated

Maturity
Date
|------ | ---------- | ------------- | -------------------------- | ------------- | ---------------------
|       |            |               |                            |               |                      
|1999-1 | Class A-1  | 05/25/99      | $    304,474               | 5.11%         | June, 2000           
|       | Class A-2  | 05/25/99      | 61,579                     | 5.60%         | May, 2005            
|       | Class A-3  | 05/25/99      | 304,127                    | 5.99%         | May, 2005            
|       | Class A-4  | 05/25/99      | 81,462                     | 6.23%         | May, 2005            
|       |            |               |                            |               |                      
|       |            | Sub-Total     | 751,642                    |               |                      
|       |            |               |                            |               |                      
|       |            |               |                            |               |                      
|1999-2 | Class A-1  | 10/07/99      | 235,326                    | 6.14125%      | October, 2000        
|       | Class A-2  | 10/07/99      | 51,100                     | 6.31%         | May, 2001            
|       | Class A-3a | 10/07/99      | 100,000                    | 6.59%         | August, 2003         
|       | Class A-3b | 10/07/99      | 240,891                    | LIBOR + 0.36% | August, 2003         
|       | Class A-4  | 10/07/99      | 72,278                     | 6.88%         | November, 2005       
|       |            |               |                            |               |                      
|       |            | Sub-Total     | 699,595                    |               |                      
|       |            |               |                            |               |                      
|       |            |               |                            |               |                      
|2000-1 | Class A-1  | 06/02/00      | 130,000                    | 6.99625%      | June, 2001           
|       | Class A-2  | 06/02/00      | 54,000                     | 7.51000%      | March, 2002          
|       | Class A-3  | 06/02/00      | 230,000                    | LIBOR + 0.19% | March, 2004          
|       | Class A-4  | 06/02/00      | 84,510                     | LIBOR + 0.23% | September, 2006      
|       |            |               |                            |               |                      
|       |            | Sub-Total     | 498,510                    |               |                      
|       |            |               |                            |               |                      
|       |            |               |                            |               |                      
|2000-2 | Class A-1  | 12/07/00      | 193,532                    | 6.66125%      | December, 2001       
|       | Class A-2  | 12/07/00      | 70,193                     | 6.60%         | September, 2002      
|       | Class A-3  | 12/07/00      | 290,800                    | LIBOR + 0.23% | October, 2004        
|       | Class A-4  | 12/07/00      | 79,906                     | LIBOR + 0.27% | July, 2007           
|       |            |               |                            |               |                      
|       |            | Sub-Total     | 634,431                    |               |                      
|       |            |               |                            |               |                      
|       |            |               |                            |               |                      
|2001-1 | Class A-1  | 06/28/01      | 168,000                    | 3.73375%      | July, 2002           
|       | Class A-2  | 06/28/01      | 41,000                     | 4.16%         | March, 2004          
|       | Class A-3  | 06/28/01      | 260,000                    | LIBOR + 0.23% | January, 2006        
|       | Class A-4  | 06/28/01      | 126,200                    | LIBOR + 0.27% | October, 2008        
|       |            |               |                            |               |                      
|       |            | Sub-Total     | 595,200                    |               |                      
|       |            |               |                            |               |                      
|       |            |               |                            |               |                      
|       |            | Total Issued  | $3,179,378                 |               |                      
|       |            |               |                            |               |                      

The Notes were issued pursuant to an Indenture between the Company, IOSC and various Indenture Trustees. The Notes are collateralized by a pool of
office equipment leases or contracts and related assets (the "Leases") acquired or originated by IOSC (together with the equipment financing portion of each periodic lease or rental payment due under the Leases on or after the related
indenture date) and all related casualty payments, retainable deposits, and termination payments. Payments on the Notes are made from payments on the Leases. The Notes have certain credit enhancement features available to noteholders, including
reserve accounts, overcollateralization accounts and noncancellable 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 1999-2 Class A-3b, 2000-1 Class A-3,
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 6.63%, 7.802%, 7.82%, 6.475%, 6.475%, 4.825% and 5.435%, respectively, through interest rate swaps.

IOSC services the Leases pursuant to Assignment and Servicing Agreements by and among IOSC, as originator and servicer, the Sole Member, as
seller, and the Company, as issuer. IOSC 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.

Restricted cash on the consolidated balance sheets primarily represents cash that has been collected on the Leases which must be used to repay the
1999-1, 1999-2, 2000-1, 2000-2 and 2001-1 Notes, respectively.

As of September 30, 2001, the Company has approximately $271,859 available under the $2,000,000 shelf registration statement.

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



| |      |           | 1999-1

Series Notes |           | 1999-2

Series Notes |           | 2000-1

Series Notes |  | 2000-2

Series Notes |  | 2001-1

Series Notes |  | Total     
| | ---- | --------- | -------------------- | --------- | -------------------- | --------- | -------------------- |  | -------------------- |  | -------------------- |  | ----------
| |      |          
| | 2002 | $ 162,195 | $ 143,174            | $ 131,100 | $ 177,872            | $ 174,866 | $    789,207        
| | 2003 |           | 52,136               |           | 113,912              |           | 94,636               |  | 142,492              |  | 153,400              |  | 556,576   
| | 2004 |           |                      |           | 20,961               |           | 72,679               |  | 89,900               |  | 117,578              |  | 301,118   
| | 2005 |           |                      |           |                      |           | 5,916                |  | 42,350               |  | 87,078               |  | 135,344   
| | 2006 |           |                      |           |                      |           |                      |  |                      |  | 15,144               |  | 15,144    
| |      |          
| |      |           | $ 214,331            |           | $ 278,047            |           | $ 304,331            |  | $ 452,614            |  | $ 548,066            |  | $1,797,389
| |      |          

During fiscal 2001, income generated from the Leases was $213,947, other income earned was $5,494, while interest expense was $113,383 and
administrative expenses were $11,806. Principal collections on lease receivables during fiscal 2001 were $1,484,435 and the Company repaid $699,883 of principal on the Notes. During fiscal 2000, income generated from the Leases was $153,097, other
income earned was $4,241, while interest expense was $82,431 and administrative expenses were $8,794. Principal collections on lease receivables during fiscal 2000, were $721,855 and the Company repaid $553,412 of principal on the Notes. The
Company's portfolio of Leases has an average yield of 10.6% at September 30, 2001, while the Company's weighted average interest rate of its total debt cost during fiscal 2001 is 6.4%.

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 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 finance lease
receivables. 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.



3

The following table presents, as of September 30, 2001, information regarding the interest rate swap agreements to which we are 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.



|                |                     |                        |               |  |            |               |         
|--------------- | ------------------- | ---------------------- | ------------- |  | ---------- | ------------- | --------
|Notional Amount | Fixed Interest Rate | Variable Interest Rate |               |  | Fair Value | Maturity Date
|               
|                |                     |                        |               |  |            |               |         
|$               | 370,706             | 6.4750%                | LIBOR         |  | $          | (19,060)      | 07/15/07
|$               | 260,000             | 4.8250%                | LIBOR + 23 bp |  | $          | (6,004)       | 01/15/06
|$               | 219,939             | 7.8020%                | LIBOR + 19 bp |  | $          | (9,357)       | 03/15/04
|$               | 145,407             | 6.2700%                | LIBOR         |  | $          | (3,382)       | 08/15/03
|$               | 126,200             | 5.4350%                | LIBOR + 26 bp |  | $          | (4,715)       | 10/15/08
|$               | 84,510              | 7.8200%                | LIBOR + 23 bp |  | $          | (8,104)       | 09/15/06
|               

ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of IKON Receivables, LLC are submitted herewith on Pages F-1 through F-10 of this report.

Quarterly Data

The following table shows comparative summarized results for fiscal 2001 and 2000.



|                     | First

Quarter | Second

Quarter | Third

Quarter | Fourth

Quarter | Total    
|-------------------- | -------------- | --------------- | -------------- | --------------- | ---------
|2001                 |                |                 |                |                 |          
|Lease finance income | $ 45,011       | $ 53,587        | $ 52,590       | $ 62,759        | $ 213,947
|Interest expense     | 24,652         | 29,853          | 27,192         | 31,686          | 113,383  
|Net income           | 19,523         | 22,255          | 23,767         | 28,707          | 94,252   
|                     |                |                 |                |                 |          
|                     | First

Quarter | Second

Quarter | Third

Quarter | Fourth

Quarter | Total    
|2000                 |                |                 |                |                 |          
|Lease finance income | $ 38,740       | $ 35,104        | $ 36,581       | $ 42,672        | $ 153,097
|Interest expense     | 19,871         | 18,793          | 19,534         | 24,233          | 82,431   
|Net income           | 17,687         | 15,141          | 16,095         | 17,190          | 66,113   

ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE

(No response to this item is required.)



4



|PART IV                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                  
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|ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                                                                                                                              |                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|(a)                                                                                                                                                                                                          | Financial Statements                                                                                                                                                                                                                                             
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|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.
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|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|(b)                                                                                                                                                                                                          | Exhibits                                                                                                                                                                                                                                                         
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|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|3.1                                                                                                                                                                                                          | Certificate of Formation of IKON Receivebles, LLC., filed as Exhibit 3.1 to the Company's Registration Statement on Form S-3  (File No. 333-71073) is incorporated
herein by reference.                                                                          
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|3.2                                                                                                                                                                                                          | Third Amended and Restated Limited Liability Company Agreement of IKON Receivables, LLC, filed as Exhibit 3.3 to the Company's Current Report on Form 8-K dated June 16,
2001 is incorporated herein by reference.                                               
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|4.1                                                                                                                                                                                                          | Indenture, dated as of April 1, 1999 among the Company, Harris Trust Savings Bank, as Trustee, and IOS Capital, Inc., as Servicer, filed as Exhibit 4.1 to the Company's
Form 8-K dated May 25, 1999 is incorporated herein by reference.                        
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|4.2                                                                                                                                                                                                          | Indenture, dated as of October 1, 1999 among the Company, Harris Trust Savings Bank, as Trustee, and IOS Capital, Inc., as   Servicer, filed as Exhibit 4.1 to
the Company's Form 8-K dated October 21, 1999 is incorporated herein by reference.                
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|4.3                                                                                                                                                                                                          | Indenture, dated as of June 1, 2000 among the Issuer, Bank One, NA, as Trustee, and IOS Capital Inc., as Servicer, filed as Exhibit 4.1 to the Company's Form 8-K dated June 16, 2001 is
incorporated herein by reference.                                       
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|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|4.4                                                                                                                                                                                                          | Indenture, dated as of December 1, 2000 among the Issuer, The Chase Manhattan Bank, as Trustee, and IOS Capital, Inc., as Servicer, filed as Exhibit 4.1 to the Company's Current Report on Form
8-K dated November 29, 2000 is incorporated herein by reference.
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                  
|4.5                                                                                                                                                                                                          | Indenture, dated as of June 1, 2001, among the Issuer, SunTrust Bank, as Trustee, and IOS Capital, Inc., as Servicer, filed as Exhibit 4.1 to the Company's Current
Report on Form 8-K dated June 16, 2001 is incorporated herein by reference.                  



5



|10.1  | Assignment and Servicing Agreement, dated as of April 1, 1999, among the Company, IKON Receivables-1, LLC, and IOS Capital, Inc., as Originator and Servicer, filed as Exhibit 10.1 to the
Company's Form 8-K dated May 25, 1999 is incorporated herein by reference.                                                                                                                                                
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.2  | Assignment and Servicing Agreement, dated as of October 1, 1999, among the Company, IKON Receivables-1, LLC, and IOS Capital, Inc., as Originator and Servicer, filed as Exhibit 10.1 to the
Company's Form 8-K dated October 21,1999 is incorporated herein by reference.                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.3  | Assignment and Servicing Agreement, dated as of June 1, 2000, among the Issuer, IKON Receivables-1, LLC, and IOS Capital, Inc., as Originator and Servicer,
filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 29, 2000 is incorporated herein by reference.                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.4  | Assignment and Servicing Agreement, dated as of December 1, 2000, among the Issuer, IKON Receivables-1, LLC, and IOS Capital, Inc., as Originator and
Servicer, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 29, 2000 is incorporated herein by reference.                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.5  | Assignment and Servicing Agreement, dated as of June 1, 2001, among the Issuer, IKON Receivables-1, LLC, and IOS, Capital, Inc. as Originator and Servicer, filed as Exhibit 10.1 to the Company's
Current Report on Form 8-K dated June 16, 2001 is incorporated herein by reference.                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.6  | Indemnification Agreement, dated as of October 7, 1999, among Lehman Brothers, Chase Securities Inc., Deutsche Bank Securities Inc., PNC Capital Markets, Inc., as Underwriters, and Ambac
Assurance Corporation, as Insurer, filed as Exhibit 10.2 to the Company's Form 8-K dated October 21,1999 is incorporated herein by reference.                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.7  | Indemnification Agreement, dated as of May 25, 1999, among Lehman Brothers, Chase Securities Inc., Deutsche Bank Securities Inc., PNC Capital Markets, Inc.,
as Underwriters, and Ambac Assurance Corporation, as Insurer, filed as Exhibit 10.2 to the Company's Form 8-K dated May 25, 1999 is incorporated herein by reference.                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.8  | Indemnification Agreement, dated June 2, 2000, among Chase Securities Inc., Banc of America Securities LLC, Deutsche Banc Alex. Brown, Lehman Brothers Inc.,
and PNC Capital Markets, Inc., as Underwriters (the "Underwriters"), and Ambac Assurance Corporation, as Insurer, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated June 16, 2001 is incorporated herein by
reference.            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.9  | Indemnification Agreement, dated December 7, 2000, among Chase Securities, Inc., Banc of America Securities LLC, Deutsche Banc Alex. Brown, Lehman Brothers, Inc. and PNC Capital Markets, Inc.,
as Underwriters (the "Underwriters"), and Ambac Assurance Corporation, as Insurer, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated November 29, 2000 is incorporated herein by reference.   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.10 | Indemnification Agreement, dated June 28, 2001, among Deutsche Banc Alex. Brown Inc., Banc of America Securities LLC, J. P. Morgan Securities Inc.,
Lehman Brothers Inc. and PNC Capital Markets, Inc., as Underwriters (the "Underwriters"), and Ambac Assurance Corporation, as Insurer, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated June 16, 2001 is incorporated
herein by reference.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.11 | Insurance and Indemnity Agreement, dated as of May 25, 1999, among IOS Capital, Inc., as Originator and Servicer, the Company, IKON Receivables-1, LLC,
Harris Trust and Savings Bank and Ambac Assurance Corporation, as Insurer, filed as Exhibit 10.3 to the Company's Form 8-K dated May 25, 1999 is incorporated herein by reference.                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.12 | Insurance and Indemnity Agreement, dated as of October 7, 1999, among IOS Capital, Inc., as Originator and Servicer, the Company, IKON Receivables-1, LLC,
Harris Trust and Savings Bank and Ambac Assurance Corporation, as Insurer, filed as Exhibit 10.3 to the Company's Form 8-K dated October 21,1999 is incorporated herein by reference.                                                                     



6



|10.13 | Insurance and Indemnity Agreement, dated June 2, 2000, among IOS Capital, Inc., as Originator and Servicer, IKON Receivables, LLC, IKON Receivables-1, LLC,
Bank One, N.A. and Ambac Assurance Corporation, as Insurer., filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated June 16, 2001 is incorporated herein by reference.                                                                                                                                                                                                                                              
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.14 | Insurance and Indemnity Agreement, dated December 7, 2000, among IOS Capital, Inc., as Originator and Servicer, the Issuer, IKON Receivables-1, LLC, The Chase Manhattan Bank and Ambac Assurance
Corporation, as Insurer, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated November 29, 2000 is incorporated herein by reference.                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.15 | Insurance and Indemnity Agreement, dated June 28, 2001, among IOS Capital, Inc., as Originator and Servicer, IKON Receivables, LLC, IKON Receivables-1, LLC,
SunTrust Bank and Ambac Assurance Corporation, as Insurer, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K dated June 16, 2001 is incorporated herein by reference.                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.16 | Schedule to ISDA Master Agreement (the "Schedule"), between The Chase Manhattan Bank and the Issuer, Credit Support Annex to the Schedule, between
the Chase Manhattan Bank and the Issuer, Confirmation to the ISDA Master Agreement for the Class A-3 Notes, between the Chase Manhattan Bank and the Issuer, and Confirmation to the ISDA Master Agreement for the Class A-4 Notes, between the Chase
Manhattan Bank and the Issuer, each dated as of June 2, 2000, filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated June 16, 2001 is incorporated herein by reference.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.17 | Schedule to ISDA Master Agreement (the "Schedule"), between Lehman Brothers Financial Products, Inc. and the Issuer, Credit Support Annex to the
Schedule, between Lehman Brothers Financial Products, Inc. and the Issuer, Confirmation to the ISDA Master Agreement for the Class 3b Notes, between Lehman Brothers Financial Products, Inc. and the Issuer, each dated as of October 7, 1999, filed as
Exhibit 10.4 to the Company's Current Report on Form 8-K dated October 21, 1999 is incorporated herein by reference.                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.18 | Schedule to ISDA Master Agreement, between Lehman Brothers Special Financing Inc. and the Issuer and Confirmation to the ISDA Master Agreement, between
Lehman Brothers Special Financing, Inc. and the Issuer, each dated as of December 7, 2000, filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated November 29, 2000 is incorporated herein by reference.                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.19 | Schedule to ISDA Master Agreement, between Deutsche Bank AG, New York Branch and the Issuer and Confirmations to the ISDA Master Agreement, between Deutsche
Bank AG, New York Branch and the Issuer, each dated as of June 28, 2001, filed as Exhibit 10.4 to the Company's Current Report on Form 8-K dated November 29, 2000 is incorporated herein by reference.                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.20 | Receivables Transfer Agreement dated as of December 1, 1998 among IKON Funding-1, LLC, IOS Capital, Inc., Market Street Funding Corporation and PNC Bank,
National Association, filed as Exhibit 10.9 to IKON's 1998 Form 10-K is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.21 | Transfer Agreement dated as of December 1, 1998 between IKON Funding-1, LLC and IOS Capital, Inc. filed as Exhibit 10.10 to IKON's 1998 Form 10-K is
incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.22 | Receivables Transfer Agreement dated as of March 28, 2001 among IOS Capital, Inc., IKON Funding-3, LLC and Twin Towers, Inc. The Deutsche Bank
AG, New York Branch, as agent and the several financial institutions party thereto from time to time, filed as Exhibit 10.54 to IOS Capital's 2001 Form 10-K is incorporated herein by reference.                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.23 | Transfer Agreement dated as of March 28, 2001 between IKON Funding-3, LLC and IOS Capital, Inc. filed as Exhibit 10.56 to IOS Capital's 2001 Form 10-K is
incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                      



7



|      |                                                                                                                                                                                                                                                                                                                                               
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                               
|10.24 | Receivables Transfer Agreement entered September 19, 2000, among IKON Funding-2, LLC, IOS Capital, Inc., Park Avenue Receivables Corporation, the Chase Manhattan Bank and the several financial
institutions a party thereto from time to time, filed as Exhibit 10.12 to the IOS Capital 2000 Form 10-K is incorporated herein by reference.
|      |                                                                                                                                                                                                                                                                                                                                               
|10.25 | Transfer Agreement dated as of September 19, 2001 among IKON Funding-2, LLC and IOS Capital, Inc., filed as Exhibit 10.13 to the IOS Capital 2000 Form 10-K
is incorporated herein by reference.                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                               
|12    | Ratio of Fixed Charges.                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                               
|23.1  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                               
|23.2  | Consent of Ernst & Young LLP.                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                               
|(c)   | Reports on Form 8-K                                                                                                                                                                                                                                                                                                                           

On September 21, 2001, the Company filed a Current Report on Form 8-K to file, under Item 5 of the Form, that Chase Manhattan Bank has been
appointed Successor Trustee pursuant to Section 8.09 of the Indenture to the Preliminary Prospectus in connection with the offering of the Company's Lease-Backed Notes Series 2000-1.

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 the Company believes the expectations contained in such forward-looking statements are reasonable, it can give no assurances 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 Company's
and/or IKON's future financial condition and results. These risks and uncertainties include, but are not limited to, factors which may affect the Company's ability to recoup the full amount due on the 1999-1, 1999-2, 2000-1, 2000-2 and 2001-1 Leases
(such as lessee defaults or factors impeding recovery efforts), the continuation of the substitution of terminated or defaulted leases which is currently done at IOSC's option, and risks and uncertainties affecting the business of IOSC and/or IKON
as set forth in IOSC's and IKON's periodic reports filed with the Securities & Exchange Commission, including, but not limited to, risks and uncertainties relating to conducting operations in a competitive environment; delays, difficulties,
management transitions and employment issues associated with consolidation of, and/or changes in business operations; managing the integration of existing and acquired companies; risks and uncertainties associated with existing or future vendor
relationships; 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.



8

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholdersof IKON Office Solutions, Inc.:

In our opinion, the accompanying balance sheets as of September 30, 2001 and 2000 and the related statements of income, changes in member's equity and cash flows, present fairly, in all material
respects, the financial position of IKON Receivables, LLC at September 30, 2001 and 2000, and the results of its operations and its cash flows for the years then ended 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 7 to the financial statements, the Company adopted Statement of Financial Accounting Standards No. 133, as amended, Accounting for Derivative Instruments and Hedging
Activities, in fiscal 2001.

/s/  PricewaterhouseCoopers LLPPhiladelphia, PAOctober 26, 2001



F-1



REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of DirectorsIKON Office Solutions, Inc.

We have audited the accompanying statements of income, changes in member's equity, and cash flows of IKON Receivables, LLC
for the period April 6, 1999 to September 30, 1999. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the results of
operations and cash flows of IKON Receivables, LLC for the period April 6, 1999 to September 30, 1999, in conformity with accounting principles generally accepted in the United States.

|/s/  Ernst & Young LLP                                     
|-----------------------------------------------------------
|Ernst & Young LLPPhiladelphia, PennsylvaniaOctober 25, 1999



F-2

IKON RECEIVABLES, LLC

BALANCE SHEETS





|                                  |                                      |                                       |           |           |  |  |           |          
|--------------------------------- | ------------------------------------ | ------------------------------------- | --------- | --------- |  |  | --------- | ---------
|                                  | September 30,                        |                                      
|Assets                            |                                      | 2001                                  |           |           |  |  | 2000      |          
|                                  |                                      |                                       |           |           |  | 
|Investments in leases:            |                                      |                                       |           |           |  |  |           |          
|                                  | Finance lease receivables            | $                                     | 2,493,399 |           |  |  | $         | 1,735,784
|                                  | Less: Unearned income                |                                       | (384,020  | )         |  |  |           | (251,349 
|                                  |                                      |                                       |           |           |  | 
|                                  |                                      | 2,109,379                             |           |           |  |  | 1,484,435 |          
|                                  |                                      |                                       |           |           |  |  |           |          
|Cash                              |                                      | 1                                     |           |           |  |  | 1         |          
|Restricted cash                   |                                      | 126,861                               |           |           |  |  | 91,914    |          
|Accounts receivable               |                                      | 67,144                                |           |           |  |  | 53,624    |          
|Prepaid expenses and other assets |                                      | 5,894                                 |           |           |  |  | 5,059     |          
|                                  |                                      |                                       |           |           |  | 
|                                  |                                      | Total assets                          | $         | 2,309,279 |  |  |           | $        
|                                  |                                      |                                       |           |           |  | 
|                                  |                                      |                                       |           |           |  |  |           |          
|                                  |                                      |                                       |           |           |  |  |           |          
|Liabilities and Member's Equity   |                                      |                                       |           |           |  |  |           |          
|Liabilities:                      |                                      |                                       |           |           |  |  |           |          
|                                  | Accrued expenses                     | $                                     | 35,849    |           |  |  | $         | 4,227    
|                                  | Lease-backed notes                   |                                       | 1,797,389 |           |  |  |           | 1,267,641
|                                  |                                      |                                       |           |           |  | 
|                                  |                                      | Total liabilities                     |           | 1,833,238 |  |  |           |          
|                                  |                                      |                                       |           |           |  | 
|                                  |                                      |                                       |           |           |  |  |           |          
|Commitments and contingencies     |                                      |                                       |           |           |  |  |           |          
|                                  |                                      |                                       |           |           |  |  |           |          
|Member's equity:                  |                                      |                                       |           |           |  |  |           |          
|                                  | Contributed capital                  |                                       | 328,476   |           |  |  |           | 279,478  
|                                  | Retained earnings                    |                                       | 177,939   |           |  |  |           | 83,687   
|                                  | Accumulated other comprehensive loss |                                       | (30,374   | )         |  |  |           |          
|                                  |                                      |                                       |           |           |  | 
|                                  |                                      | Total member's equity                 |           | 476,041   |  |  |           |          
|                                  |                                      |                                       |           |           |  | 
|                                  |                                      |                                       |           |           |  |  |           |          
|                                  |                                      | Total liabilities and member's equity | $         | 2,309,279 |  |  |           | $        
|                                  |                                      |                                       |           |           |  | 

See accompanying notes to financial statements.



F-3

IKON RECEIVABLES, LLC

STATEMENTS OF INCOME



|           |                                     |                                  |         |   |                                             |         |   |       
|---------- | ----------------------------------- | -------------------------------- | ------- | - | ------------------------------------------- | ------- | - | ------
|           |                                     | Fiscal Year Ended

September 30, |         |   | April 6, 1999

(Inception) -

September 30,
|           |                                     | 2001                             |         |   | 2000                                        |         |   | 1999  
|           |                                     |                                  |         |   |                                            
|Revenues:  |                                     |                                  |         |   |                                             |         |   |       
|           | Lease finance income                | $                                | 213,947 |   | $                                           | 153,097 |   | $     
|           | Other income                        |                                  | 5,494   |   |                                             | 4,241   |   |       
|           |                                     |                                  |         |   |                                            
|           |                                     | 219,441                          |         |   | 157,338                                     |         |   | 33,849
|           |                                     |                                  |         |   |                                            
|           |                                     |                                  |         |   |                                             |         |   |       
|Expenses:  |                                     |                                  |         |   |                                             |         |   |       
|           | Interest expense                    |                                  | 113,383 |   |                                             | 82,431  |   |       
|           | General and administrative expenses |                                  | 11,806  |   |                                             | 8,794   |   |       
|           |                                     |                                  |         |   |                                            
|           |                                     | 125,189                          |         |   | 91,225                                      |         |   | 16,275
|           |                                     |                                  |         |   |                                            
|           |                                     |                                  |         |   |                                             |         |   |       
|Net income | $                                   | 94,252                           |         | $ | 66,113                                      |         | $ | 17,574
|           |                                     |                                  |         |   |                                            



See accompanying notes to financial statements.



F-4



IKON RECEIVABLES, LLC

STATEMENTS OF CHANGES IN MEMBER'S EQUITY

|Total

Comprehensive

Income                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                        
|Balance at April 6, 1999 (Inception)                                                                                                    
|Net income                                                                                                                              
|Capital contributions                                                                                                                   
|Capital distributions                                                                                                                   
|                                                                                                                                        
|Total comprehensive income                                                                                                              
|                                                                                                                                        
|Balance at September 30, 1999                                                                                                           
|                                                                                                                                        
|Net income                                                                                                                              
|Capital contributions                                                                                                                   
|Capital distributions                                                                                                                   
|                                                                                                                                        
|Total comprehensive income                                                                                                              
|                                                                                                                                        
|Balance at September 30, 2000                                                                                                           
|                                                                                                                                        
|Net income                                                                                                                              
|Capital contributions                                                                                                                   
|Capital distributions                                                                                                                   
|Cumulative effect of change in

   accounting principle for derivative

   and hedging activities (SFAS 133), net

   of taxes of $2,314
|Net loss on derivative financial

   instruments, net of taxes of $17,934                                                               
|                                                                                                                                        
|Total comprehensive income                                                                                                              
|                                                                                                                                        
|Balance at September 30, 2001                                                                                                           
|                                                                                                                                        

See accompanying notes to financial statements.



F-5



IKON RECEIVABLES, LLC

STATEMENTS OF CASH FLOWS



|                                                                                                     |   |                                  |   |  |   |                                             |   |  |   |          |   | 
|---------------------------------------------------------------------------------------------------- | - | -------------------------------- | - |  | - | ------------------------------------------- | - |  | - | -------- | - | 
|                                                                                                     |   | Fiscal Year Ended

September 30, |   |  |   | April 6, 1999

(Inception) 

September 30, |  
|                                                                                                     |  
|Cash flows from operating activities                                                                 |   |                                  |   |  |   |                                             |   |  |   |          |  
|Net income                                                                                           | $ | 94,252                           |   |  | $ | 66,113                                      |   |  | $ | 17,574   |  
|Adjustments to reconcile net income to net cash provided by (used in)

        operating activities: |   |                                  |   |  |   |                                             |   |  |   |          |  
|Amortization                                                                                         |   | 3,477                            |   |  |   | 2,763                                       |   |  |   | 726      |  
|Changes in operating assets and liabilities:                                                         |   |                                  |   |  |   |                                             |   |  |   |          |  
|Accounts receivable                                                                                  |   | (13,520                          | ) |  |   | (29,566                                     | ) |  |   | (24,057  | )
|Prepaid expenses and other assets                                                                    |   | (1,444                           | ) |  |   | (1,523                                      | ) |  |   | (1,460   | )
|Accounts payable and accrued expenses                                                                |   | 1,000                            |   |  |   | 111                                         |   |  |   | 1        |  
|Accrued interest                                                                                     |   |                                  |   |  |   | 2,221                                       |   |  |   | 1,540    |  
|                                                                                                     |   |                                  |   |  |   |                                             |   | 
|Net cash provided by (used in) operating activities                                                  |   | 83,765                           |   |  |   | 40,119                                      |   |  |   | (5,676   | )
|                                                                                                     |   |                                  |   |  |   |                                             |   | 
|                                                                                                     |   |                                  |   |  |   |                                             |   |  |   |          |  
|Cash flows from investing activities                                                                 |   |                                  |   |  |   |                                             |   |  |   |          |  
|Investment in leases:                                                                                |   |                                  |   |  |   |                                             |   |  |   |          |  
|Collections (net of finance income earned)                                                           |   | 1,484,435                        |   |  |   | 721,855                                     |   |  |   | 115,825  |  
|                                                                                                     |   |                                  |   |  |   |                                             |   | 
|Net cash provided by investing activities                                                            |   | 1,484,435                        |   |  |   | 721,855                                     |   |  |   | 115,825  |  
|                                                                                                     |   |                                  |   |  |   |                                             |   | 
|                                                                                                     |   |                                  |   |  |   |                                             |   |  |   |          |  
|Cash flows from financing activities                                                                 |   |                                  |   |  |   |                                             |   |  |   |          |  
|Proceeds from lease-backed notes                                                                     |   | 1,226,761                        |   |  |   | 1,194,849                                   |   |  |   | 749,331  |  
|Payments on lease-backed notes                                                                       |   | (699,883                         | ) |  |   | (553,412                                    | ) |  |   | (128,694 | )
|Deposit to restricted cash                                                                           |   | (34,947                          | ) |  |   | (62,289                                     | ) |  |   | (29,625  | )
|Capital contributed by Sole Member                                                                   |   |                                  |   |  |   |                                             |   |  |   | 1        |  
|Capital distributed to Sole Member                                                                   |   | (2,060,131                       | ) |  |   | (1,367,815                                  | ) |  |   | (674,468 | )
|                                                                                                     |   |                                  |   |  |   |                                             |   | 
|Net cash used in financing activities                                                                |   | (1,568,200                       | ) |  |   | (788,667                                    | ) |  |   | (83,455  | )
|                                                                                                     |   |                                  |   |  |   |                                             |   | 
|                                                                                                     |   |                                  |   |  |   |                                             |   |  |   |          |  
|Decrease in cash                                                                                     |   |                                  |   |  |   | (26,693                                     | ) |  |   |          |  
|Cash at beginning of year                                                                            |   | 1                                |   |  |   | 26,694                                      |   |  |   | 26,694   |  
|                                                                                                     |   |                                  |   |  |   |                                             |   | 
|Cash at end of year                                                                                  | $ | 1                                |   |  | $ | 1                                           |   |  | $ | 26,694   |  
|                                                                                                     |   |                                  |   |  |   |                                             |   | 
|                                                                                                     |   |                                  |   |  |   |                                             |   |  |   |          |  
|                                                                                                     |   |                                  |   |  |   |                                             |   |  |   |          |  
|Supplemental noncash financing activities:

        Noncash capital contributions                    | $ | 2,109,129                        |   |  | $ | 1,498,169                                   |   |  | $ | 823,591  |  
|                                                                                                     |   |                                  |   |  |   |                                             |   | 
|                                                                                                     |   |                                  |   |  |   |                                             |   | 
|See accompanying notes to financial statements.                                                     

F-6



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 ("Sole Member"), also a special purpose Delaware limited liability company. All of the membership interests in the Sole Member are owned by IOS Capital, Inc.
("IOSC"), a wholly owned finance subsidiary of IKON Office Solutions, Inc. ("IKON"), a publicly traded office technology company with fiscal 2001 revenues of $5.3 billion. 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, "Lease
Receivables"), and hold, sell, transfer, pledge or otherwise dispose of Lease Receivables or interests therein; to enter into any agreement related to any Lease Receivables that provides for the administration, servicing and collection of
amounts due on such Lease Receivables and to enter into any interest rate hedging arrangements in connection therewith; to distribute Lease Receivables or proceeds from Lease 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.

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.

2.Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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

Unearned lease finance income is amortized into revenue using the effective interest method over the term of the lease
agreements.

Income Taxes

As a limited liability company, the Company will be treated as a disregarded entity for tax purposes. The Company, the
Sole Member and IOSC will be treated as a single entity for tax purposes. The Company's income and losses are passed through to the Sole Member and, accordingly, no provision for income taxes has been recorded.

Adoption of SFAS 133

The Company adopted Statement of Financial Accounting Standards ("SFAS") 133, as amended by SFAS 138,
"Accounting for Derivative Instruments and Hedging Activities", on October 1, 2000. SFAS 133 requires that all derivatives be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are

F-7

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 of adoption of SFAS 133 or at the time they were executed, if later than October 1,
2000. 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.

As of September 30, 2001, all of the Company's derivatives designated as hedges are interest rate swaps which qualify for
evaluation using the "short cut" method for assessing effectiveness. As such, there is an assumption of no ineffectiveness. The Company uses interest rate swaps to fix the interest rates on our variable rate classes of lease-backed notes,
which results in a lower cost of capital than if we had issued fixed rate notes. During the year ended September 30, 2001, unrealized net losses totaling $30,374, after taxes, were recorded in OCI, including the $3,471 cumulative effect adjustment
as of October 1, 2000.

3.         Capital Contributions

In fiscal 2001, 2000 and 1999 the Sole Member made non-cash capital contributions of $2,109,129, $1,498,169 and $823,591,
respectively, of office equipment leases or contracts and related assets (the "Leases") to the Company. The Sole Member made an initial cash capital contribution of $1 to the Company on April 6, 1999.

4.         Servicing Agreement

5.         Investments in Leases

At September 30, 2001, contractual maturities of finance lease receivables are as follows:

| |                        |   | Gross

Leases |   |  |   | Residual |   |  |   | Net

Leases |  
| | ---------------------- | - | ------------- | - |  | - | -------- | - |  | - | ----------- | -
| |                        |  
| | 2002                   | $ | 799,231       |   |  | $ | 110,111  |   |  | $ | 909,342     |  
| | 2003                   |   | 640,016       |   |  |   | 88,306   |   |  |   | 728,322     |  
| | 2004                   |   | 434,930       |   |  |   | 60,010   |   |  |   | 494,940     |  
| | 2005                   |   | 228,749       |   |  |   | 31,562   |   |  |   | 260,311     |  
| | 2006                   |   | 87,862        |   |  |   | 12,123   |   |  |   | 99,985      |  
| | 2007                   |   | 439           |   |  |   | 60       |   |  |   | 499         |  
| |                        |  
| |                        | $ | 2,191,227     |   |  | $ | 302,172  |   |  | $ | 2,493,399   |  
| | Less unearned interest |   | (337,477      | ) |  |   | (46,543  | ) |  |   | (384,020    | )
| |                        |  
| |                        | $ | 1,853,750     |   |  | $ | 255,629  |   |  | $ | 2,109,379   |  
| |                        |  

Residual values included in the investment in leases are guaranteed by IKON. IKON is responsible for the remarketing of
equipment.

F-8



|6.                                                                                                                                         | Lease-Backed Notes
|------------------------------------------------------------------------------------------------------------------------------------------ | ------------------
|                                                                                                                                           |                   
|The Company has issued Series 1999-1, 1999-2, 2000-1, 2000-2 and 2001-1 Lease-Backed
Notes (collectively, the "Notes") as described below:



|Series | Notes      | IssuanceDate | PrincipalIssuanceAmount | InterestRate  | StatedMaturityDate
|------ | ---------- | ------------ | ----------------------- | ------------- | ------------------
|       |            |              |                         |               |                   
|1999-1 | Class A-1  | 05/25/99     | $ 304,474               | 5.11%         | June, 2000        
|       | Class A-2  | 05/25/99     | 61,579                  | 5.60%         | May, 2005         
|       | Class A-3  | 05/25/99     | 304,127                 | 5.99%         | May, 2005         
|       | Class A-4  | 05/25/99     | 81,462                  | 6.23%         | May, 2005         
|       |            | Sub-Total    | 751,642                 |               |                   
|       |            |              |                         |               |                   
|1999-2 | Class A-1  | 10/07/99     | 235,326                 | 6.14125%      | October, 2000     
|       | Class A-2  | 10/07/99     | 51,100                  | 6.31%         | May, 2001         
|       | Class A-3a | 10/07/99     | 100,000                 | 6.59%         | August, 2003      
|       | Class A-3b | 10/07/99     | 240,891                 | LIBOR + 0.36% | August, 2003      
|       | Class A-4  | 10/07/99     | 72,278                  | 6.88%         | November, 2005    
|       |            | Sub-Total    | 699,595                 |               |                   
|       |            |              |                         |               |                   
|2000-1 | Class A-1  | 06/02/00     | 130,000                 | 6.99625%      | June, 2001        
|       | Class A-2  | 06/02/00     | 54,000                  | 7.51000%      | March, 2002       
|       | Class A-3  | 06/02/00     | 230,000                 | LIBOR + 0.19% | March, 2004       
|       | Class A-4  | 06/02/00     | 84,510                  | LIBOR + 0.23% | September, 2006   
|       |            | Sub-Total    | 498,510                 |               |                   
|       |            |              |                         |               |                   
|2000-2 | Class A-1  | 12/07/00     | 193,532                 | 6.66125%      | December, 2001    
|       | Class A-2  | 12/07/00     | 70,193                  | 6.60%         | September, 2002   
|       | Class A-3  | 12/07/00     | 290,800                 | LIBOR + 0.23% | October, 2004     
|       | Class A-4  | 12/07/00     | 79,906                  | LIBOR + 0.27% | July, 2007        
|       |            | Sub-Total    | 634,431                 |               |                   
|       |            |              |                         |               |                   
|2001-1 | Class A-1  | 06/28/01     | 168,000                 | 3.73375%      | July, 2002        
|       | Class A-2  | 06/28/01     | 41,000                  | 4.16%         | March, 2004       
|       | Class A-3  | 06/28/01     | 260,000                 | LIBOR + 0.23% | January, 2006     
|       | Class A-4  | 06/28/01     | 126,200                 | LIBOR + 0.27% | October, 2008     
|       |            | Sub-Total    | 595,200                 |               |                   
|       |            |              |                         |               |                   
|       |            | Total Issued | $3,179,378              |               |                   



|The Notes were issued pursuant to an Indenture between the Company, IOSC and various
Indenture Trustees. The Notes are collateralized by a pool of office equipment leases or contracts and related assets (the "Leases") acquired or originated by IOSC (together with the equipment financing portion of each periodic lease or
rental payment due under the Leases on or after the related indenture date) and all related casualty payments, retainable deposits, and termination payments. Payments on the Notes are made from payments on the Leases. The Notes have certain credit
enhancement features available to noteholders, including reserve accounts, overcollateralization accounts and noncancellable 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 1999-2 Class A-3b, 2000-1 Class A-3, 2000-1 Class A-4, 2000-2 Class A-3, 2000-2 Class A-4, 2001-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-9





1 Class A-3 and 2001-1 Class A-4 Notes have been fixed at 6.63%, 7.802%, 7.82%, 6.475%, 6.475%, 4.825% and 5.435%, respectively, through interest rate swaps.

IOSC services the Leases pursuant to Assignment and Servicing Agreements by and among IOSC, as originator and servicer, the Sole Member, as
seller, and the Company, as issuer. IOSC 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.

Restricted cash on the consolidated balance sheets primarily represents cash that has been collected on the Leases which must be used to repay the
1999-1, 1999-2, 2000-1, 2000-2 and 2001-1 Notes, respectively.

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



| |      | 1999-1

Series Notes |         | 1999-2

Series Notes |   | 2000-1

Series Notes |  | 2000-2

Series Notes |         | 2001-1

Series Notes |   | Total  
| | ---- | -------------------- | ------- | -------------------- | - | -------------------- |  | -------------------- | ------- | -------------------- | - | -------
| |      |                     
| | 2002 | $                    | 162,195 |                      | $ | 143,174              |  | $                    | 131,100 |                      | $ | 177,872
| | 2003 |                      | 52,136  |                      |   | 113,912              |  |                      | 94,636  |                      |   | 142,492
| | 2004 |                      |         |                      |   | 20,961               |  |                      | 72,679  |                      |   | 89,900 
| | 2005 |                      |         |                      |   |                      |  |                      | 5,916   |                      |   | 42,350 
| | 2006 |                      |         |                      |   |                      |  |                      |         |                      |   |        
| |      |                     
| |      | $                    | 214,331 |                      | $ | 278,047              |  | $                    | 304,331 |                      | $ | 452,614
| |      |                     



|7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 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 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 finance lease receivables. 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 table presents, as of September 30, 2001, information
regarding the interest rate swap agreements to which we are 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      





|                |                     |                        |               |            |               |         
|--------------- | ------------------- | ---------------------- | ------------- | ---------- | ------------- | --------
|Notional Amount | Fixed Interest Rate | Variable Interest Rate |               | Fair Value | Maturity Date
|               
|$               | 370,706             | 6.4750%                | LIBOR         | $          | (19,060)      | 07/15/07
|$               | 260,000             | 4.8250%                | LIBOR + 23 bp | $          | (6,004)       | 01/15/06
|$               | 219,939             | 7.8020%                | LIBOR + 19 bp | $          | (9,357)       | 03/15/04
|$               | 145,407             | 6.2700%                | LIBOR         | $          | (3,382)       | 08/15/03
|$               | 126,200             | 5.4350%                | LIBOR + 26 bp | $          | (4,715)       | 10/15/08
|$               | 84,510              | 7.8200%                | LIBOR + 23 bp | $          | (8,104)       | 09/15/06
|               

F-10



SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Act of 1934,
the registrant has duly caused this Form 10-K for the fiscal year ended September 30, 2001 to be signed on its behalf by the undersigned, thereunto duly authorized.

|IKON RECEIVABLES, LLC  
|-----------------------
|Date: December 21, 2001

|By: |  |     | IKON RECEIVABLES FUNDING INC.,

as Sole Member and Initial Manager
|--- |  | --- | ------------------------------------------------------------------
|    |  |     |                                                                   
|By: |  | /s/ | Russell S. Slack                                                  
|    |  |     | Name: Russell S. Slack

Title:   President                        
|    |  |     |                                                                   

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below on December 21,
2001 by the following persons on behalf of the registrant and in the capacities indicated.

|Signatures             |  | Title                                                   
|---------------------- |  | --------------------------------------------------------
|                       |  |                                                         
|/s/ Russell S. Slack   |  | President, Director and Principal Executive Officer     
|Russell S. Slack       |  |                                                         
|                       |  |                                                         
|/s/ Harry G. Kozee     |  | Vice President, Director and Principal Financial Officer
|Harry G. Kozee         |  |                                                         
|                       |  |                                                         
|/s/ J. F. Quinn        |  | Vice President, Director and Treasurer                  
|J. F. Quinn            |  |                                                         
|                       |  |                                                         
|/s/ Robert C. Campbell |  | Director                                                
|Robert C. Campbell     |  |                                                         
|                       |  |                                                         
|/s/ Robert W. Grier    |  | Director                                                
|Robert W. Grier        |  |                                                         





|Index of Exhibits
|-----------------
|                 
|12               
|                 
|23.1             
|                 
|23.2