<Page>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

                                    Form 10-Q
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2002
                         REGISTRATION FILE NO. 333-40708

                                  ------------

                             CHESAPEAKE FUNDING LLC
                    (Formerly known as Greyhound Funding LLC)
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                     51-0391968
      (STATE OR OTHER JURISDICTION                       (I.R.S. EMPLOYER
          OF INCORPORATION OR                          IDENTIFICATION NUMBER)
             ORGANIZATION)

        307 INTERNATIONAL CIRCLE
         HUNT VALLEY, MARYLAND                                21030
    (ADDRESS OF PRINCIPAL EXECUTIVE                         (ZIP CODE)
               OFFICE)

                                 (410) 771-1900
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                  ------------

     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 /X/ No / /

================================================================================

<Page>

                             CHESAPEAKE FUNDING LLC

                                      INDEX

<Table>
<Caption>
                                                                                      PAGE
                                                                                      ----
<S>         <C>                                                                        <C>
PART I      Financial Information

Item 1.     Financial Statements

            Condensed Statements of Income for the three and six months ended
             June 30, 2002 and 2001                                                     2

            Condensed Balance Sheets as of June 30, 2002 and December 31, 2001          3

            Condensed Statements of Cash Flows for the six months
             ended June 30, 2002 and 2001                                               4

            Notes to Condensed Financial Statements                                     5

Item 2.     Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                                  7

Item 3.     Quantitative and Qualitative Disclosures About Market Risks                12


PART II     Other Information

Item 6.     Exhibits and Reports on Form 8-K                                           12

            Signatures                                                                 13
</Table>

                                        1
<Page>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                             CHESAPEAKE FUNDING LLC
                         CONDENSED STATEMENTS OF INCOME
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                            THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                 JUNE 30,                JUNE 30,
                                                          ---------------------   ----------------------
                                                            2002         2001       2002          2001
                                                          ---------    --------   ---------    ---------
<S>                                                       <C>          <C>        <C>          <C>
INCOME:

Income from investment in related party special unit of
  beneficial interest in leases                           $  41,144    $ 57,618   $  78,453    $ 123,267
                                                          ---------    --------   ---------    ---------

EXPENSES:

    Interest expense                                         19,108      32,061      31,370       74,183
    Service fees to related party                             2,009       1,830       3,937        3,666
                                                          ---------    --------   ---------    ---------
      Total expenses                                         21,117      33,891      35,307       77,849
                                                          ---------    --------   ---------    ---------

OPERATING INCOME                                             20,027      23,727      43,146       45,418

Interest income                                                 847       2,091       1,861        3,608
                                                          ---------    --------   ---------    ---------

INCOME BEFORE INCOME TAXES                                   20,874      25,818      45,007       49,026

Provision for income taxes                                      499         888       1,076        1,471
                                                          ---------    --------   ---------    ---------

INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE         20,375      24,930      43,931       47,555

Cumulative effect of accounting change, net of tax                -           -           -       (7,660)
                                                          ---------    --------   ---------    ---------

NET INCOME                                                $  20,375    $ 24,930   $  43,931    $  39,895
                                                          =========    ========   =========    =========
</Table>

                  See Notes to Condensed Financial Statements.

                                        2
<Page>

                             CHESAPEAKE FUNDING LLC
                            CONDENSED BALANCE SHEETS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                        JUNE 30,   DECEMBER 31,
                                                                          2002         2001
                                                                      -----------  ------------
<S>                                                                   <C>          <C>
ASSETS:
  Cash and cash equivalents                                           $   101,559  $   192,544
  Restricted cash                                                          85,758       78,988
  Other assets                                                             22,018       19,701
  Special unit of beneficial interest in fleet receivables - related
   party                                                                   80,000       80,000
  Special unit of beneficial interest in leases - related party         3,457,089    3,413,920
                                                                      -----------  -----------

TOTAL ASSETS                                                          $ 3,746,424  $ 3,785,153
                                                                      ===========  ===========

LIABILITIES AND MEMBERS' EQUITY

LIABILITIES:
  Accrued interest and income taxes payable                           $     5,557  $     6,353
  Deferred income taxes                                                     5,761        5,761
  Medium-term notes                                                     1,782,224    1,485,448
  Variable funding notes                                                  899,967    1,145,717
                                                                      -----------  -----------

TOTAL LIABILITIES                                                       2,693,509    2,643,279
                                                                      -----------  -----------

MEMBERS' EQUITY:
  Preferred membership interests                                          364,073      302,460
  Common membership interests, no par value                               495,446      685,550
  Retained earnings                                                       193,396      153,864
                                                                      -----------  -----------
TOTAL MEMBERS' EQUITY                                                   1,052,915    1,141,874
                                                                      -----------  -----------

TOTAL LIABILITIES AND MEMBERS' EQUITY                                 $ 3,746,424  $ 3,785,153
                                                                      ===========  ===========
</Table>

                  See Notes to Condensed Financial Statements.

                                        3
<Page>

                             CHESAPEAKE FUNDING LLC
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                               SIX MONTHS ENDED
                                                                                   JUNE 30,
                                                                            ----------------------
                                                                              2002          2001
                                                                            ---------    ---------
<S>                                                                         <C>          <C>
OPERATING ACTIVITIES
    Net Income                                                              $  43,931    $  39,895
    Adjustments to reconcile net income to net cash provided by operating
     activities:
            Cumulative effect of accounting change                                  -        7,843
            Amortization                                                        2,226          584
            Deferred income taxes                                                   -           50
            (Income) losses on interest-related derivative                        (32)         538
    Net changes in other assets and liabilities:
        Accrued interest and income taxes payable                                (796)      (6,295)
        Restricted cash                                                        (6,770)          (1)
                                                                            ---------    ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                      38,559       42,614
                                                                            ---------    ---------

INVESTING ACTIVITIES
    Special unit of beneficial interest in leases                             (43,169)    (140,023)
                                                                            ---------    ---------
NET CASH USED IN INVESTING ACTIVITIES                                         (43,169)    (140,023)
                                                                            ---------    ---------

FINANCING ACTIVITIES
    Payment of deferred financing fees                                         (4,511)        (720)
    Purchase of interest rate cap                                                   -       (1,790)
    Proceeds from issuance of preferred membership interests                   61,613            -
    Capital contributions from (distributions to) common member              (190,104)     248,235
    Preferred membership interest dividends paid                               (4,399)      (7,416)
    Proceeds from issuance of variable funding notes                          260,750       32,000
    Principal payments of variable funding notes                             (506,500)           -
    Proceeds from issuance of medium-term notes                               650,000      (69,098)
    Principal payments of medium-term notes                                  (353,224)           -
                                                                            ---------    ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                           (86,375)     201,211
                                                                            ---------    ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          (90,985)     103,802
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                192,544       87,607
                                                                            ---------    ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                    $ 101,559    $ 191,409
                                                                            =========    =========

Supplemental disclosures of cash flow information:

Interest and preferred membership interest dividends paid                   $  33,423    $  79,993
                                                                            =========    =========

Income taxes paid                                                           $   1,726    $     691
                                                                            =========    =========
</Table>

                  See Notes to Condensed Financial Statements.

                                        4
<Page>

                             CHESAPEAKE FUNDING LLC
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     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 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 ("PHH" or "Vehicle Management Services"), a limited liability company
     and, 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. PHH became a
     wholly-owned subsidiary of PHH Corporation, which is a wholly-owned
     subsidiary of Cendant Corporation ("Cendant"). 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 a special unit of beneficial
     interest in certain leases (the "Lease SUBI"), and acquiring a portion of a
     special unit of beneficial interest in certain fleet service 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 statutory
     business trust established by PHH in order to administer the titling 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 which entitles Chesapeake to receive up to $80
     million a month of the collections received in respect of the fleet
     services receivables (the "Fleet Receivable SUBI Certificate"). PHH 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, PHH will
     maintain all property and 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, which were then contributed
     to Chesapeake by Raven.

     In management's opinion, the accompanying unaudited 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 judgment
     and available information. Accordingly, actual results could differ from
     those estimates. The Financial Statements should be read in conjunction
     with the Company's Annual Report on Form 10-K dated March 29, 2002.

2.   RESTRICTED CASH

     The Company is required by its debt agreements to set aside certain amounts
     of cash to provide additional credit enhancement on its medium-term and
     variable funding notes. Amounts required to be set aside by the Company are
     not readily available for disbursements and are based on an applicable
     percentage of the total commitment under the respective agreements.

3.   DEBT

     In April 2002, the Company made principal payments to the holders of its
     Series 1999-2 ClassA-1 notes totaling approximately $186 million.

     The Company issued $650 million of medium-term notes in June 2002 bearing
     interest at a rate that is reset monthly at LIBOR plus approximately 25
     basis points.

                                        5
<Page>

     The proceeds from this issuance were used to repay $500 million of the
     Company's then outstanding variable funding notes balance.

     In connection with the issuance of such notes, the Company issued senior
     preferred membership interests (PMI's"), which approximated $62.9 million
     as of June 30, 2002. The holders of the PMI's are entitled to receive
     dividends at a rate equal to monthly LIBOR plus 170 basis points. The
     dividend periods correspond to the same interest periods as the variable
     funding notes. Dividends on the PMI's must be declared and paid on each
     dividend payment date to the extent that on such date, the Company has
     funds legally available for the payment of such dividends based on the
     covenants specified in the Company's LLC agreement.

                                      *****

                                        6
<Page>

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. UNLESS OTHERWISE NOTED, ALL DOLLAR AMOUNTS ARE IN THOUSANDS.

     We are a special purpose limited liability company organized on June 24,
     1999 as Greyhound Funding LLC under the laws of the State of Delaware. On
     April 25, 2002, we changed our name to Chesapeake Funding LLC. Our sole
     common member is Raven Funding, which is also a special purpose limited
     liability company established under the laws of the State of Delaware. The
     sole member of Raven Funding is Vehicle Management Services, a limited
     liability company and an indirect wholly-owned subsidiary of Cendant
     Corporation. 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 D. L. Peterson Trust) and
     a portion of the Fleet Receivable SUBI (which is a special unit of
     beneficial interest in certain fleet service receivables owned by D. L.
     Peterson Trust), 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 and six months ended June 30, 2002 decreased by
     $16.5 and $44.8 million, respectively. Such decreases are the result of
     declines in the floating rate indices on which interest billings under the
     leases allocated to the Lease SUBI are based. Interest expense for the
     three and six months ended June 30, 2002 also decreased by $13.0 and $42.8
     million, respectively, as a result of corresponding decreases in commercial
     paper rates and LIBOR. Accordingly, operating income only decreased by $3.7
     and $2.3 million, respectively, primarily as a result of the fact that the
     floating rate indices on which Lease SUBI lease billings are based
     decreased at a faster rate during 2002 than the commercial paper rates and
     LIBOR at which our floating rate debt expense accrues.

     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.

     DELINQUENCY EXPERIENCE

     The following table sets forth delinquency data with respect to aggregate
     billings of lease payments for all of Vehicle Management Services' leases
     and fleet management receivables for the six months ended June 30, 2002 and
     2001. These leases and fleet management receivables are of the same type as
     the leases allocated to the Lease SUBI and the fleet management receivables
     allocated to the Fleet Receivable SUBI and do not include any other types
     of leases or fleet management receivables.

<Table>
<Caption>
                                                                      SIX MONTHS ENDED
                                                                          JUNE 30,
                                                                   --------------------------
                                                                     2002              2001
                                                                   --------          --------
     <S>                                                               <C>               <C>
     Percentage of billings delinquent (1)(2):

     30-59 days                                                        1.33%             1.61%

     60 days or more                                                   2.91%             2.72%
                                                                   --------          --------
     Total 30 or more days delinquent                                  4.24%             4.34%
                                                                   =========         ========
</Table>

---------
     (1) The period of delinquency is based on the number of days payments are
         contractually past due.
     (2) An average of the ratios, expressed as a percentage, for each monthly
         billing period within the applicable period of the aggregate billings
         for all leases and all fleet management receivables which were
         delinquent for the applicable number of days as of the last day of that
         monthly billing period to the sum of the aggregate billings for all
         leases and all fleet management receivables which were unpaid as of the
         last day of the preceding monthly billing period and the aggregate
         amount billed for all leases and fleet management receivables during
         that monthly period.

     Total delinquencies for the six months ended June 30, 2002 remained below
     5% of total billings, which is consistent with the performance of the
     portfolio over the last several years. Delinquencies of 60 days or more
     increased to 2.91% of total

                                        7
<Page>

     billings compared to 2.72% due, in part, to the continuing effects of
     Chapter 11 bankruptcy filings of several customers and a lower level of
     billings. Non-bankruptcy delinquent receivables of 60 days or more declined
     from the comparable period in 2001. Delinquencies of 30-59 days decreased
     to 1.33% from 1.61%.

     LOSS AND RECOVERY EXPERIENCE

     The following table sets forth loss and recovery data with respect to
     Vehicle Management Services' leases and fleet management receivables for
     the six months ended June 30, 2002 and 2001. These leases and fleet
     management receivables are of the same type as the leases allocated to the
     Lease SUBI and the fleet management receivables allocated to the Fleet
     Receivable SUBI and do not include any other types of leases or fleet
     management receivables.

<Table>
<Caption>
                                                         SIX MONTHS ENDED
                                                             JUNE 30,
                                                    ----------------------------
                                                        2002            2001
                                                    -------------   ------------
     <S>                                            <C>             <C>
     Ending dollar amount of leases (1)             $   3,457,089   $  3,412,680
     Total billings for period                          1,080,649      1,248,215
     Gross losses (2)                                         152            198
     Recoveries (3)                                            17            (17)
                                                    -------------   ------------
     Net losses                                     $         169   $        181
                                                    =============   ============

     Net losses as percentage of ending dollar
      amount of leases                                       0.00%          0.01%
     Net losses as percentage of total billings
      for period                                             0.02%          0.01%
</Table>

----------
     (1) Based on the sum of all principal amounts outstanding under the leases,
         including, in the case of closed-end leases, the stated residual values
         of the related leased vehicles.
     (2) Gross losses includes losses on fleet management receivables.
     (3) Recoveries are net of legal fees.

     Net losses as a percentage of ending dollar amount of leases decreased from
     .01% to .00% for the six months ended June 30, 2002. Net losses as a
     percentage of total billings increased from .01% to .02% for the six months
     ended June 30, 2002. Gross losses in respect of bankrupt obligors generally
     are not recognized by Vehicle Management Services 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 in respect of fleet management receivables.
     Losses are charged against previously established reserves. Reserve
     adequacy for the purposes of Vehicle Management Services' financial
     statements is determined at the time of a client's bankruptcy filing and
     any necessary charge is recorded to the statement of income at that time.

                                        8
<Page>

     RESIDUAL VALUE LOSS EXPERIENCE

     The following table sets forth residual value performance data for Vehicle
     Management Services' closed-end leases for the six months ended June 30,
     2002 and 2001. 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.

<Table>
<Caption>
                                                                                  SIX MONTHS ENDED
                                                                                       JUNE 30,
                                                                               ----------------------
                                                                                  2002          2001
                                                                               ---------     --------
     <S>                                                                       <C>           <C>
     Total number of closed-end leases
          scheduled to terminate                                                   2,930        4,844
     Number of returned vehicles                                                   1,968        2,685
     Full termination ratio(1)                                                     67.17%       55.43%
     Total loss on returned vehicles(2)                                        $    (190)    $ (3,107)
     Average loss per returned vehicles(3)                                     $     (97)      (1,157)
     Loss as a percentage of stated residual values of
          Returned vehicles(4)                                                     (1.05%)     (11.32%)
</Table>

----------
     (1)  The ratio of the number of vehicles sold during the period to the
          number of vehicles scheduled to terminate, on their date of
          origination, during the period, expressed as a percentage.
     (2)  Includes fees received and expenses incurred to dispose of vehicles
          and certain amounts received after the sale and disposition of the
          vehicles.
     (3)  Per vehicle dollar amounts are not in thousands.
     (4)  The ratio of total gains/losses on vehicles sold during the period to
          the stated residual values of those vehicles, expressed as a
          percentage.

     Total residual value losses decreased $2.9 million to $190 thousand and the
     total number of returned vehicles decreased 26.7%. The decrease in units
     sold is the result of an increase in clients retaining vehicles beyond
     their original lease term. The average loss per vehicle returned and sold
     decreased 91.6% to $97 per unit. The decrease in residual value losses
     during 2002 is the result of establishing lower residual values at lease
     inception which was initiated in the beginning of 2000.

     CONVERSIONS OF FLOATING RATE LEASES TO FIXED RATE LEASES

     The following table sets forth data with respect to conversions of Vehicle
     Management Services' floating rate leases to fixed rate leases during the
     six months ended June 30, 2002 and 2001.

<Table>
<Caption>
                                                                               SIX MONTHS ENDED
                                                                                  JUNE 30,
                                                                       --------------------------------
                                                                            2002              2001
                                                                       ---------------   --------------

     <S>                                                               <C>               <C>
     Dollar amount of conversions for period(1)                        $         4,862   $       11,178
     Ending dollar amount of leases                                    $     3,457,089   $    3,412,680
     Conversions as a percentage of ending dollar amount of leases                0.14%            0.33%
</Table>

----------
     (1) Based on the sum of all principal amounts outstanding under the leases,
         including, in the case of closed-end leases, the stated residual values
         of the related leased vehicles.

     Total conversions of floating rate leases to fixed rate leases were
     approximately $4.9 million during the six months ended June 30, 2002
     compared with $11.2 million in the period ended June 30, 2001.

                                        9
<Page>

     FLEET MANAGEMENT RECEIVABLE BILLING EXPERIENCE

     The following table sets forth data for Vehicle Management Services'
     aggregate billings of fleet management receivables for the six months ended
     June 30, 2002 and 2001. 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.

<Table>
<Caption>
                                                                    SIX MONTHS ENDED
                                                                        JUNE 30,
                                                              -----------------------------
                                                                  2002              2001
                                                              -----------       -----------

     <S>                                                      <C>               <C>
     Aggregate billings                                       $   436,639       $   577,870
     Average monthly billings                                      72,773            96,312
     Maximum monthly billings                                      83,744           118,358
     Minimum monthly billings                                      57,175            80,022
</Table>

     Aggregate fleet management receivable billings decreased to approximately
     $436.6 million during the six months ended June 30, 2002 compared to
     approximately $577.9 million during the six months ended June 30, 2001. The
     primary factor for the decrease was a decrease in billings relating to
     vehicles purchased directly for customers.

                                       10
<Page>

     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 June 20, 2002 (the last
     monthly reporting period cutoff date during the second quarter of 2002).
     All of the leases and vehicles owned by DLPT as of June 20, 2002 were
     allocated to the Lease SUBI. The following information does not include
     vehicles ordered at the request of lessees party to a master lease
     agreement allocated to the Lease SUBI, which have an aggregate cost of
     $139,389,227 as of that date, because they are 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

<Table>
     <S>                                                                                   <C>
     Aggregate Unit Balance of Leases                                                      $    3,252,792,400.57
     Number of Leases                                                                                    213,850
     Average Unit Balance                                                                  $           15,210.63
     Range of Unit Balances                                                                $ 0.01 to $711,582.30
     Aggregate Unit Balance of Open-End Leases                                             $    3,135,420,329.64
     Aggregate Unit Balance of Floating Rate Leases                                        $    2,434,273,559.77
     Aggregate Lease Balance of CP Rate Index Floating Rate leases                         $    2,385,186,903.37
     Weighted Average Spread Over CP Rate                                                                  0.343%
     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                                                                            $       49,086,656.40
     Aggregate Unit Balance of Fixed Rate Leases                                           $      818,548,840.80
     Weighted Average Fixed Rate                                                                           5.796%
     Range of Fixed Rates                                                                        0.000% to 19.15%
     Weighted Average Original Lease Term                                                                  62.40
     Range of Original Lease Terms                                                               6 to 132 months
     Weighted Average Remaining Term                                                                       43.90
     Range of Remaining Terms                                                                    0 to 120 months
     Aggregate Unit Balance of Closed-End Leases                                           $      117,372,070.93
     Average Unit Balance of Closed-End Leases                                             $           14,122.50
     Range of Unit Balance of Closed-End Leases                                            $ 0.10 to $216,768.73
     Average Stated Residual Value of Closed-End Leases                                    $            9,074.62
</Table>

     Note:  Dollar amounts are in whole amounts.

     As of June 20, 2002, the aggregate lease balance of the leases allocated to
     the Lease SUBI with the lessee having the largest aggregate lease balances
     was $107,167,822. The aggregate lease balance of the leases allocated to
     the Lease SUBI with the lessees having the five largest aggregate lease
     balances was $468,076,437 and the aggregate lease balance of the leases
     allocated to the Lease SUBI with the lessees having the ten largest
     aggregate lease balances was $794,043,755.

     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.

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     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:

        -   changes in general economic and business conditions and the impact
            thereof on the vehicle leasing business or the lessees of our
            vehicles;

        -   the effects of changes in interest rates; and

        -   changes in laws and regulations, including changes in accounting
            standards.

     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.

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 June 30, 2002
     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.

PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     On June 10, 2002, we sold our Series 2002-1 Senior Preferred Membership
     Interests (the "Series 2002-1 PMIs") having an aggregate liquidation
     preference of $62,908,543 to a subsidiary of Raven which financed its
     purchase of the Series 2002-1 PMIs by issuing its own asset-backed notes
     and senior preferred membership interest to a group of multi-seller
     commercial paper conduits. The net proceeds of the Series 2002-1 PMIs were
     $62,908,543. The sale of Series 2002-1 PMIs to the subsidiary of Raven was
     exempt from registration under the Securities Act of 1933 pursuant to
     Section 4(2) thereof as a transaction by an issuer not involving a public
     offering.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS
         See Exhibit Index

(B)      REPORTS ON FORM 8-K
         On April 12, 2002, we filed a current report on Form 8-K to report
         under Item 5 that we were making a principal payment distribution on
         our Series 1999-2 Asset-Backed Notes.

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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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: /s/ Neil J Cashen
                                                  --------------------------
                                                  Neil J. Cashen
                                                  Chief Financial Officer
Date: August 14, 2002

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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.
4.1      Base Indenture dated as of June 30, 1999 between the Company and The
         Chase Manhattan Bank, as Indenture Trustee. Incorporated by reference
         to Exhibit 4.1 to the Company's Amendment to its Registration Statement
         on Form S-1 filed with the Securities and Exchange Commission on March
         19, 2001 (File No. 333-40708).
4.2      Supplemental Indenture No. 1 dated as of October 28, 1999 between the
         Company and The Chase Manhattan Bank to the Base Indenture dated as of
         June 30, 1999. Incorporated by reference to Exhibit 4.2 to the
         Company's Amendment to its Registration Statement on Form S-1 filed
         with the Securities and Exchange Commission on March 19, 2001 (File No.
         333-40708).
4.3      Series 2002-1 Indenture Supplement between the Company and The Chase
         Manhattan Bank, as Indenture Trustee, dated as of June 10, 2002.
4.4      Form of Series 2002-1 Notes (included in Exhibit 4.3).