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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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Form 10-Q

|QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---------------------------------------------------------------------------------------
|For the quarterly period ended March 31, 2003                                          

Registration File No. 333-40708

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Chesapeake Funding LLC(Exact name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization)                |  | 51-0391968(I.R.S. Employer Identification Number)
|------------------------------------------------------------------------------------- |  | -------------------------------------------------
|307 International Circle
Hunt Valley, Maryland(Address of principal executive office) |  | 21030(Zip Code)                                  
|(410) 771-1900(Registrant's telephone number, including area code)                   

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

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

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Chesapeake Funding LLC    Index

|        |  |                                                                                       |  | Page
|------- |  | ------------------------------------------------------------------------------------- |  | ----
|PART I  |  | Financial Information                                                                 |  |     
|Item 1. |  | Financial Statements                                                                  |  |     
|        |  | Condensed Statements of Income for the three months ended March 31, 2003 and 2002     |  | 3   
|        |  | Condensed Balance Sheets as of March 31, 2003 and December 31, 2002                   |  | 4   
|        |  | Condensed Statements of Cash Flows for the three months ended March 31, 2003 and 2002 |  | 5   
|        |  | Notes to Condensed Financial Statements                                               |  | 6   
|Item 2. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 8   
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risks                           |  | 13  
|Item 4. |  | Controls and Procedures                                                               |  | 14  
|PART II |  | Other Information                                                                     |  |     
|Item 6. |  | Exhibits and Reports on Form 8-K                                                      |  | 14  
|        |  | Signatures                                                                            |  | 15  
|        |  | Certifications                                                                        |  | 16  

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FORWARD-LOOKING STATEMENTS

Forward-looking statements in our public filings or other public statements are subject to known and unknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from
those in the forward-looking statements.

Statements
preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "project", "estimates", "plans", "may increase", "may fluctuate"
and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that
the following important factors and assumptions could affect our future results and could cause actual results to differ materially from those expressed in such forward-looking statements:



Other
factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized as
well as other factors may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control.

You
should consider the areas of risk described above in connection with any forward-looking statements that may be made by us. Except for our ongoing obligations to disclose material
information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of
unanticipated events unless required by law. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.

2

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PART IFINANCIAL INFORMATION

Item 1. Financial Statements

Chesapeake Funding LLC    CONDENSED STATEMENTS OF INCOME    (In thousands)

|                                                                                      |                               | Three Months Ended
March 31,
|------------------------------------------------------------------------------------- | ----------------------------- | ----------------------------
|
|Income:                                                                               |                               |                             
|Income from investment in related party special unit of beneficial interest in leases |                               | $                           
|                                                                                      |                               |                             
|Expenses:                                                                             |                               |                             
|                                                                                      | Interest expense              |                             
|                                                                                      | Service fees to related party |                             
|                                                                                      |                               |                             
|                                                                                      |                               | Total expenses              
|                                                                                      |                               |                             
|Operating income                                                                      |                               |                             
|Interest income                                                                       |                               |                             
|                                                                                      |                               |                             
|Income before income taxes                                                            |                               |                             
|Income tax provision                                                                  |                               |                             
|                                                                                      |                               |                             
|Net income                                                                            |                               | $                           
|                                                                                      |                               |                             

See
Notes to Condensed Financial Statements.

3

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Chesapeake Funding LLC        CONDENSED BALANCE SHEETS        (In thousands)

|                                      |                                                                        | March 31,
2003 |           | December 31,
2002 |  
|------------------------------------- | ---------------------------------------------------------------------- | -------------- | --------- | ----------------- | -
|Assets:                               |                                                                        |                |           |                   |  
|                                      | Cash and cash equivalents                                              |                | $         | 146,145           |  
|                                      | Restricted cash                                                        |                |           | 88,021            |  
|                                      | Special unit of beneficial interest in fleet receivablesrelated party |                |           | 80,000            |  
|                                      | Special unit of beneficial interest in leasesrelated party            |                |           | 3,439,585         |  
|                                      | Income tax receivable                                                  |                |           |                  |  
|                                      | Other assets                                                           |                |           | 21,770            |  
|                                      |                                                                        |                |           |                   |  
|Total Assets                          |                                                                        | $              | 3,775,521 |                   | $
|                                      |                                                                        |                |           |                   |  
|Liabilities and Members' Equity       |                                                                        |                |           |                   |  
|Liabilities:                          |                                                                        |                |           |                   |  
|                                      | Accrued interest and income taxes payable                              |                | $         | 3,788             |  
|                                      | Deferred income taxes                                                  |                |           | 7,725             |  
|                                      | Medium-term notes                                                      |                |           | 1,984,247         |  
|                                      | Variable funding notes                                                 |                |           | 707,017           |  
|                                      |                                                                        |                |           |                   |  
|Total liabilities                     |                                                                        |                | 2,702,777 |                   |  
|                                      |                                                                        |                |           |                   |  
|Members' Equity:                      |                                                                        |                |           |                   |  
|                                      | Preferred membership interests                                         |                |           | 325,359           |  
|                                      | Common membership interests, no par value                              |                |           | 557,789           |  
|                                      | Note receivable from common member                                     |                |           | (53,289           | )
|                                      | Retained earnings                                                      |                |           | 242,885           |  
|                                      |                                                                        |                |           |                   |  
|Total Members' Equity                 |                                                                        |                | 1,072,744 |                   |  
|                                      |                                                                        |                |           |                   |  
|Total Liabilities and Members' Equity |                                                                        | $              | 3,775,521 |                   | $
|                                      |                                                                        |                |           |                   |  

See
Notes to Condensed Financial Statements.

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Chesapeake Funding LLC        CONDENSED STATEMENTS OF CASH FLOWS        (In thousands)

|                                                                                  |                                                    | Three Months Ended
March 31,              |        
|--------------------------------------------------------------------------------- | -------------------------------------------------- | ----------------------------------------- | -------
|
|Operating Activities                                                              |                                                    |                                           |        
|Net income                                                                        |                                                    | $                                         | 19,987 
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                    |                                           |        
|                                                                                  | Amortization of deferred financing costs           |                                           |        
|                                                                                  | Net gains on interest rate cap                     |                                           |        
|                                                                                  | Net changes in other assets and liabilities:       |                                           |        
|                                                                                  |                                                    | Accrued interest and income taxes payable |        
|                                                                                  |                                                    | Income tax receivable                     |        
|                                                                                  |                                                    | Interest income receivable                |        
|                                                                                  |                                                    | Restricted cash                           |        
|                                                                                  |                                                    |                                           |        
|Net cash provided by operating activities                                         |                                                    |                                           | 30,742 
|                                                                                  |                                                    |                                           |        
|Investing Activities                                                              |                                                    |                                           |        
|                                                                                  | Special unit of beneficial interest in leases      |                                           |        
|                                                                                  |                                                    |                                           |        
|Net cash provided by operating activities                                         |                                                    |                                           | 45,951 
|                                                                                  |                                                    |                                           |        
|Financing Activities                                                              |                                                    |                                           |        
|                                                                                  | Payment of deferred financing fees                 |                                           |        
|                                                                                  | Capital contribution distribution to common member |                                           |        
|                                                                                  | Preferred membership interest dividend paid        |                                           |        
|                                                                                  | Payment of preferred membership interests          |                                           |        
|                                                                                  | Proceeds from issuance of variable funding notes   |                                           |        
|                                                                                  | Payment of variable funding notes                  |                                           |        
|                                                                                  | Payment of medium-term notes                       |                                           |        
|                                                                                  |                                                    |                                           |        
|Net cash used in financing activities                                             |                                                    |                                           | (96,097
|                                                                                  |                                                    |                                           |        
|Net decrease in cash and cash equivalents                                         |                                                    |                                           | (19,404
|Cash and cash equivalents, beginning of period                                    |                                                    |                                           | 165,549
|                                                                                  |                                                    |                                           |        
|Cash and cash equivalents, end of period                                          |                                                    | $                                         | 146,145
|                                                                                  |                                                    |                                           |        
|Supplemental disclosures of cash flow information:                                |                                                    |                                           |        
|Interest and preferred membership interest dividends paid                         |                                                    | $                                         | 13,633 
|                                                                                  |                                                    |                                           |        

See
Notes to Condensed Financial Statements.

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Chesapeake Funding LLC        NOTES TO CONDENSED FINANCIAL STATEMENTS        (Unless otherwise noted, all amounts are in thousands)

1. Summary of Significant Accounting Policies



Chesapeake Funding LLC ("Chesapeake" or "the Company") is a special purpose limited liability company, which was organized on June 24, 1999 as Greyhound
Funding LLC under the laws of the State of Delaware. On April 25, 2002, the Company's name was changed to Chesapeake Funding LLC. The sole common member of Chesapeake is Raven Funding LLC
("Raven"), which itself is a special purpose limited liability company established under the laws of the State of Delaware. The sole member of Raven is PHH Vehicle Management Services, LLC ("VMS"), a
limited liability company from its date of organization to March 1, 2001, a wholly-owned subsidiary of Avis Group Holdings, Inc ("Avis"). On March 1, 2001, Avis was acquired by PHH
Corporation. VMS became a wholly-owned subsidiary of PHH Corporation, which is a wholly-owned subsidiary of Cendant Corporation. All assets and liabilities were recorded by the Company at fair value
as of March 1, 2001. No significant adjustments were made by the Company.

Chesapeake
was formed for the purpose of issuing indebtedness, issuing preferred membership interests, acquiring and holding a special unit of beneficial interest in certain leases (the
"Lease SUBI") and acquiring and holding a portion of a special unit of beneficial interest in certain fleet management receivables (the "Fleet Receivable SUBI") owned by D.L. Peterson Trust ("DLPT").
The
Lease SUBI is a beneficial ownership interest in the leases, vehicles and paid-in-advance vehicles owned by DLPT ("SUBI Assets"). DLPT is a Delaware statutory trust established
by VMS in order to administer the titling and to act as lessor of the vehicles in connection with the financing and transfer of vehicles subject to leases. Chesapeake owns a certificate representing
the Lease SUBI (the "Lease SUBI Certificate") and a certificate representing an interest in the Fleet Receivable SUBI in an amount up to $80 million (the "Fleet Receivable SUBI Certificate").
VMS acts as servicer of the assets held by DLPT including the assets allocated to the Lease SUBI and the Fleet Receivable SUBI. In its role as servicer, VMS will maintain all property, equipment and
employees required to perform the servicing activities. The Fleet Receivable SUBI Certificate and the Lease SUBI Certificate were issued by DLPT to Raven, and were then contributed to Chesapeake by
Raven.

In
management's opinion the accompanying unaudited Condensed Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported.
The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. In addition, management is
required to make estimates and assumptions that affect the amounts reported and related disclosures. Estimates by their nature, are based on judgments and available information. Accordingly, actual
results could differ from those estimates.

The
Condensed Financial Statements should be read in conjunction with the Company's Annual Report on Form 10-K filed on March 10, 2003.



On January 1, 2003, the Company adopted FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others," in its entirety. Such interpretation elaborates on the disclosures to be made by a guarantor about its obligations under certain guarantees issued. It
also clarifies that a guarantor is required to

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recognize,
at the inception of any guarantee issued or modified after December 31, 2002, a liability for the fair value of the obligation undertaken in issuing the guarantee. The impact of
adopting this Interpretation was not material to the Company's results of operations or financial position.



On April 30, 2003, the Financial Accounting Standards Board issued SFAS No. 149. "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities." Such standard amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." The provisions of this statement are generally effective for contracts entered into or modified after June 30,
2003. The Company is in the process of assessing the impact of adopting this standard on its results of operations and financial position.

2. Debt

During first quarter 2003, the Company made principal payments of approximately $120 million to the holders of its Series 1999-2
Class A-2 notes. During first quarter 2003, the Company increased the outstanding principal amount of its variable funding notes by approximately $140 million. As of
March 31, 2003, the Company's variable funding notes had a weighted average interest rate of approximately 1.58%. The variable funding notes are renewable annually for an indefinite period if
the Company and the multi-seller commercial paper conduits agree to do so. The principal amount of the variable funding notes will begin to amortize when the notes are not renewed.

3. Preferred Membership Interests

In January 2003, the Company redeemed $38.7 million of its senior preferred membership interests in cash.

*****

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

The following discussions should be read in conjunction with our Condensed Financial Statements and accompanying Notes thereto included
elsewhere herein and with our 2002 Annual Report on Form 10-K filed with the Commission on March 10, 2003 Unless otherwise noted, all dollar amounts are in
thousands.

We
are a limited purpose entity formed in 1999. Our activities are limited to acquiring and holding an investment in the Lease SUBI (which is a special unit of beneficial interest in
certain leases and vehicles owned by DLPT) and a portion of the Fleet Receivable SUBI (which is a special unit of beneficial interest in certain fleet management receivables owned by DLPT), issuing
indebtedness and preferred membership interests to finance such investment and engaging in other activities that are related or incidental to the foregoing and necessary, convenient or advisable to
accomplish the foregoing. We do not conduct operating activities.

Income
from investment in related party special unit of beneficial interest in leases for the three months ended March 31, 2003 decreased by $3,284 thousand. Such decrease
results primarily from declines in the floating rate indices on which interest billings under the leases allocated to the Lease SUBI are based. Interest expense for the first quarter 2003 increased by
$265 thousand as a result of decreases in the commercial paper rates and LIBOR at which our floating rate debt accrues interest. Accordingly, operating income decreased by
$3,402 thousand.

The
principal source of our revenue is payments received on the Lease SUBI held by us. Set forth below is certain historical data with respect to delinquency experience, loss and
recovery experience, residual value loss experience, conversions of floating rate leases to fixed rate leases, and fleet management billing experience, in each case for leases and fleet management
receivables that are of the same type as those allocated to the Lease SUBI and the Fleet Receivable SUBI.

In
presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported
therein. We do not believe the estimates and assumptions that we are required to make are particularly subjective or complex and as such we do not believe any change in these estimates or assumptions
would have a material impact on our financial statements.



The following table sets forth delinquency data with respect to aggregate billings of lease payments for all of VMS' leases and fleet management receivables for
first quarter 2003 and 2002. These leases and fleet management receivables are of the same type as the leases allocated to the Lease SUBI and

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the
fleet management receivables allocated to the Fleet Receivable SUBI and do not include any other types of leases or fleet management receivables.

|                                         |  | Three Months Ended
March 31, |  
|---------------------------------------- |  | ---------------------------- | -
|
|Percentage of Billings Delinquent(1)(2): |  |                              |  
|30-59 Days                               |  | 0.48                         | %
|60 Days or More                          |  | 2.83                         | %
|                                         |  |                              |  
|Total 30 or More Days Delinquent         |  | 3.31                         | %
|                                         |  |                              |  

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Total
delinquencies for first quarter 2003 remained below 5% of total billings, which is consistent with the performance of the portfolio over the last several years. Delinquencies of
30-59 days decreased for first quarter 2003 to 0.48% from 1.83% for first quarter 2002. This decrease was the result of collection efforts which resulted in a 73.6% decrease in
30-59 days delinquencies. Delinquencies of 60 days or more for first quarter 2003 decreased slightly to 2.83% of total billings from 3.03% for first quarter 2002. While delinquencies continue
to be impacted by the continuing effects of Chapter 11 bankruptcy filings of several customers, non-bankruptcy delinquent receivables of 60 days or more declined for the comparable
period. Management is not aware of any factors which would negatively impact delinquencies for 2003 beyond historical levels.



The following table sets forth loss and recovery data with respect to VMS' leases and fleet management receivables for first quarter 2003 and 2002. These leases
and fleet management receivables are of the same type as the leases allocated to the Lease SUBI and the fleet management receivables

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allocated
to the Fleet Receivable SUBI and do not include any other types of leases or fleet management receivables.

|                                                             |  | Three Months Ended
March 31, |          
|------------------------------------------------------------ |  | ---------------------------- | ---------
|
|Ending dollar amount of leases(1)                            |  | $                            | 3,439,585
|Total billings for period                                    |  |                              | 565,987  
|Gross losses(2)                                              |  |                              | 93       
|Recoveries(3)                                                |  |                              | 8        
|                                                             |  |                              |          
|Net losses                                                   |  | $                            | 101      
|                                                             |  |                              |          
|Net losses as a percentage of ending dollar amount of leases |  |                              | 0.00     
|Net losses as a percentage of total billings for period      |  |                              | 0.02     

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Net
losses as a percentage of ending dollar amount of leases remained the same for first quarter 2003 compared to first quarter 2002. Net losses as a percentage of total billings
increased from .01% for first quarter 2002 to .02% for first quarter 2003 due to higher losses from bankruptcies in the first quarter of 2003.

Gross
losses with respect to bankrupt obligors generally are not recognized by VMS until it receives payment upon the confirmation of the plan of reorganization of the bankrupt obligor
and receives any terminal rental adjustment payments that may be applied to satisfy outstanding obligations with respect to fleet management receivables. Losses are charged against previously
established reserves. Reserve adequacy for the purposes of VMS' financial statements is determined at the time of a client's bankruptcy filing and any necessary charge is recorded to the income
statement at that time.

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The following table sets forth residual value loss performance data for VMS' closed-end leases for first quarter 2003 and 2002. These
closed-end leases are of the same type as the closed-end leases allocated to the Lease SUBI and do not include any other types of closed-end leases.

|                                                         |  | Three Months Ended
March 31, |      
|-------------------------------------------------------- |  | ---------------------------- | -----
|
|Total number of closed-end leases scheduled to terminate |  |                              | 1,391
|Number of sold vehicles                                  |  |                              | 1,034
|Full termination ratio (1)                               |  |                              | 74.34
|Total loss on sold vehicles (2)                          |  | $                            | (151 
|Average loss per sold vehicles (3)                       |  | $                            | (146 
|Loss as a percentage of stated residual values of        |  |                              |      
|sold vehicles (4)                                        |  |                              | (1.71

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Total
residual value losses increased $66 thousand to $151 thousand and the total number of sold vehicles increased 31.1%. The increase in units sold resulted from clients
retaining vehicles beyond their original lease term in 2002 which were sold in first quarter 2003. The average loss per vehicle returned and sold in first quarter 2003 increased 36.4% from the
comparable period in 2002 to $146 per unit.



The following table sets forth data with respect to conversions of VMS' floating rate leases to fixed rate leases during first quarter 2003 and 2002.

|                                                              |  | Three Months Ended
March 31, |          
|------------------------------------------------------------- |  | ---------------------------- | ---------
|
|Dollar amount of conversions for period(1)                    |  | $                            |         
|Ending dollar amount of leases(2)                             |  |                              | 3,439,585
|Conversions as a percentage of ending dollar amount of leases |  |                              | 0.00     

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There
were no conversions of floating rate leases to fixed rate leases during first quarter 2003 compared with $1.8 million in first quarter 2002.



The following table sets forth data for VMS' aggregate billings of fleet management receivables for first quarter 2003 and 2002. These fleet management
receivables are of the same type as the fleet
management receivables allocated to the Fleet Receivable SUBI and do not include any other types of fleet management receivables.

|                         |  | Three Months Ended
March 31,
|------------------------ |  | ----------------------------
|
|Aggregate billings       |  | $                           
|Average monthly billings |  |                             
|Maximum monthly billings |  |                             
|Minimum monthly billings |  |                             

Aggregate
fleet management receivable billings increased to approximately $247.3 million during first quarter 2003 compared to approximately $210.4 million during first
quarter 2002. The primary factor for this increase was higher service card billings resulting from an increase in fuel and maintenance billings.

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Characteristics of Leases Allocated to Lease SUBI

The following table contains certain statistical information relating to the leases allocated to the Lease SUBI as of March 20, 2003 (the last Lease SUBI
monthly reporting period cutoff date during the period). The following information does not include vehicles ordered at the request of lessees party to a master lease agreement allocated to the Lease
SUBI, having an aggregate cost of $114,289,485 as of that date because such vehicles were not yet subject to a lease. For the purposes of preparing the following tables, we assumed the original term
of each lease to be the period over which the related vehicle is scheduled to be depreciated.

Composition of Leases

|Aggregate Unit Balance of Leases                                                            |  | $ | 3,180,943,323.47     
|------------------------------------------------------------------------------------------- |  | - | ---------------------
|Number of Leases                                                                            |  |   | 212,921              
|Average Unit Balance                                                                        |  | $ | 14,939.55            
|Range of Unit Balances                                                                      |  | $ | 3.74 to $667,974.72  
|Aggregate Unit Balance of Open-End Leases                                                   |  | $ | 3,077,379,435.29     
|Aggregate Unit Balance of Floating Rate Leases                                              |  | $ | 2,440,784,285.75     
|Aggregate Lease Balance of CP Rate Index Floating Rate Leases                               |  | $ | 2,348,385,003.91     
|Weighted Average Spread Over CP Rate                                                        |  |   | 0.335%               
|Range of Spreads Over CP Rate                                                               |  |   | 0.00% to 3.00%       
|Aggregate Unit Balance of Floating Rate Leases Indexed to Floating Rates Other Than CP Rate |  | $ | 92,399,281.84        
|Aggregate Unit Balance of Fixed Rate Leases                                                 |  | $ | 740,159,037.72       
|Weighted Average Fixed Rate                                                                 |  |   | 5.271%               
|Range of Fixed Rates                                                                        |  |   | 0.00% to 20.668%     
|Weighted Average Original Lease Term                                                        |  |   | 62.43 months         
|Range of Original Lease Terms                                                               |  |   | 6 to 132 months      
|Weighted Average Remaining Term                                                             |  |   | 42.82 months         
|Range of Remaining Terms                                                                    |  |   | 0 to 118 months      
|Aggregate Unit Balance of Closed-End Leases                                                 |  | $ | 103,563,888.18       
|Average Unit Balance of Closed-End Leases                                                   |  | $ | 13,929.24            
|Range of Unit Balance of Closed-End Leases                                                  |  | $ | 109.30 to $523,851.86
|Average Stated Residual Value of Closed-End Leases                                          |  | $ | 8,364.70             

Note:
Dollar amounts are in whole amounts

As
of March 20, 2003, the aggregate lease balance of the leases allocated to the Lease SUBI with the lessee having the largest aggregate lease balances was $136,340,336. The
aggregate lease balance of the leases allocated to the Lease SUBI with the lessees having the five largest aggregate lease balances was $517,268,639 and the aggregate lease balance of the leases
allocated to the Lease SUBI with the lessees having the ten largest aggregate lease balances was $835,852,996.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

We use interest rate caps to manage and reduce the interest rate risk related specifically to our asset-backed debt. Interest rate risk is our only market
exposure. We do not engage in trading, market-making, or other speculative activities in the derivatives markets. We assess our interest rate risk based on changes in the interest rates utilizing a
sensitivity analysis, which measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in our asset-backed debt and interest rate
caps. We used March 31, 2003 interest rates to perform a sensitivity analysis. We have determined, through such analyses, that the impact of a 10% change in interest rates on our earnings, fair
values and cash flows would not be material.

13

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Item 4. Controls and Procedures



PART IIOTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

See Exhibit Index

None.

14

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SIGNATURES

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

|                   |  | CHESAPEAKE FUNDING LLC
|------------------ |  | ----------------------
|                   |  | By:                   
|Date: May 14, 2003 |  |                       

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CERTIFICATIONS

I,
George J. Kilroy, certify that:



|Date: May 14, 2003 |  | By: | /s/GEORGE J. KILROYGeorge J. Kilroy
Chief Executive Officer
|------------------ |  | --- | -----------------------------------------------------------

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I,
Neil J. Cashen, certify that:



|Date: May 14, 2003 |  | By: | /s/NEIL J. CASHENNeil J. Cashen
Chief Financial Officer
|------------------ |  | --- | -------------------------------------------------------

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Exhibit Index

|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Certificate of Formation of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC), incorporated by reference to the Registration Statement on Form S-1 (File no. 333-40708) filed with the Securities and Exchange Commission on June 30,
2000.                                                                                                                
|3.2         |  | Certificate of Amendment to Certificate of Formation of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC) dated April 25, 2002, incorporated by reference to the Registration Statement on Form S-3 (File no. 333-87568) filed with the
Securities and Exchange Commission on May 3, 2002.                                                                 
|3.3         |  | Amended and Restated Limited Liability Company Agreement of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC) dated as of October 28, 1999, incorporated by reference to the Registration Statement on Form S-1 (File no. 333-40708) filed
with the Securities and Exchange Commission on June 30, 2000.                                                   
|3.4         |  | Amendment No. 1, dated as of April 25, 2002, to the Amended and Restated Limited Liability Company Agreement of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC), dated as of October 28, 1999, incorporated by reference to the
Registration Statement on Form S-3 (File no. 333-87568) filed with the Securities and Exchange Commission on May 3, 2002.
|99          |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                            

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