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

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FORM 10-KANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2002

Commission File No. 333-40708

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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
of incorporation or organization)                        |  | (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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Securities registered pursuant to Section 12(b) of the Act:None Securities registered pursuant to Section 12(g) of the Act:None

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
ý

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

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Chesapeake Funding LLC    TABLE OF CONTENTS

|Item |  | Description                                                                           |  | Page
|---- |  | ------------------------------------------------------------------------------------- |  | ----
|     |  | PART I                                                                                |  |     
|1    |  | Business                                                                              |  | 3   
|2    |  | Properties                                                                            |  | 5   
|3    |  | Legal Proceedings                                                                     |  | 5   
|4    |  | Submission of Matters to a Vote of Security Holders                                   |  | 5   
|     |  | PART II                                                                               |  |     
|5    |  | Market for the Registrant's Common Equity and Related Security Holder Matters         |  | 5   
|6    |  | Selected Financial Data                                                               |  | 6   
|7    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 6   
|7a   |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 13  
|8    |  | Financial Statements and Supplementary Data                                           |  | 14  
|9    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  | 14  
|     |  | PART III                                                                              |  |     
|10   |  | Directors and Executive Officers of the Registrant                                    |  | 14  
|11   |  | Executive Compensation                                                                |  | 15  
|12   |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 15  
|13   |  | Certain Relationships and Related Transactions                                        |  | 15  
|14   |  | Controls and Procedures                                                               |  | 16  
|     |  | PART IV                                                                               |  |     
|15   |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |  | 16  
|     |  | Signatures                                                                            |  | 17  
|     |  | Certifications                                                                        |  | 18  

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CHESAPEAKE FUNDING LLC

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.

PART I

ITEM 1. BUSINESS

Except as expressly indicated or unless the context otherwise requires, the "Company", "Chesapeake", "we", "our" or "us" means Chesapeake Funding
LLC.

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 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. 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.

3

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We
were 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" and together with the Lease SUBI, the "SUBI's") 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. DLPT is a Delaware statutory
trust established by VMS in order to administer the titling and to act as the lessor of the vehicles in connection with the financing and transfer of vehicles subject to leases. We own 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"). 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, which were then contributed to Chesapeake by Raven.

At
December 31, 2002, the principal balance of the leases and vehicles allocated to the Lease SUBI was approximately $3.5 billion and the principal balance of the fleet management
receivables represented by our interest in the Fleet Receivables SUBI was $80 million. The leases and related vehicles allocated to the Lease SUBI are open-end and
closed-end leases of cars, trucks and other motorized vehicles or equipment. As of December 31, 2002, approximately 97% of the leases were open-end leases and
approximately 85% of the vehicles subject to the leases were cars and light-duty trucks. The lessees under the leases and the obligors under the fleet management receivables allocated to
the SUBIs are primarily companies which have greater than 100 fleet vehicles under lease and/or management.

The
open-end leases allocated to the Lease SUBI are typically structured with a 12 month minimum lease term with month-to-month renewals after the end of the
minimum lease term. The open-end leases typically provide for rent payments that include (i) a depreciation component, (ii) an interest or finance charge component that is
generally calculated on a floating rate basis, (iii) a monthly management fee and (iv) all titling, registration and licensing costs. Vehicles are typically depreciated on a
straight-line basis over 40, 45, 50 or 60 months, at the option of the lessee. If the actual value of the vehicle at the time the lease terminates or is terminated (the "residual
value") is less than the original cost of the vehicle as specified in the lease, less the aggregate depreciation component payments made by the lessee, the lessee is required to make a payment equal
to the amount of that shortfall. The lessee is only required to make such a payment to the extent that the residual value of the vehicle has not fallen below 16% of such original cost for the initial
24 months of the lease term and then 16% of the fair market value of the vehicle at the inception of the most recent month-to-month renewal thereafter.

The
lease agreements are "triple net" leases under which the lessees are responsible for all incidental costs, such as insurance and ongoing maintenance of the vehicles, and are obligated to pay all
costs, expenses, fees, charges and taxes incurred in connection with the use, operation, titling and registration of the vehicles. The leases allocate all risk of loss or damage to the vehicles to the
lessees, and provide that the lessees are obligated to indemnify DLPT and VMS against all claims, liabilities, costs and expenses relating to or arising out of the possession, use or operation of the
vehicles by the lessees or their representatives. Upon default by the lessee under a lease, the lessor has the right to terminate the lease agreement and repossess and sell the related vehicles.

VMS
acts as the servicer of the DLPT leases, vehicles and receivables in which we have invested through our acquisition of the SUBIs pursuant to a servicing agreement dated as of June 30, 1999
(the "Servicing Agreement"). VMS' servicing duties include, among other things, (i) contacting potential lessees, (ii) evaluating the creditworthiness of potential lessees,
(iii) negotiating lease agreements, (iv) collecting and posting payments on the leases, fleet management receivables and any other assets of DLPT, (v) responding to inquiries of
lessees, (vi) investigating and resolving delinquencies, (vii) sending payment

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statements and reporting tax information to lessees, (viii) disposing of returned vehicles, (ix) paying the costs of disposition of vehicles related to charged-off leases
and vehicles rejected by the lessees, (x) administering the leases, (xi) amending payment due dates and making other modifications to the leases, (xii) approving vehicle repairs
and (xiii) accounting for collections. VMS as servicer is entitled to receive a servicing fee for its services under the Servicing Agreement equal to 0.215% per annum of the principal balance
of the leases allocated to the Lease SUBI. VMS, as administrator, is also entitled to receive a monthly fee for its services in an amount approximately equal to 0.01% per annum of our assets.

ITEM 2. PROPERTIES

We do not own or lease any real property.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which we are a party or to which any of our property is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS

On
October 25, 2001, we sold our Series 2001-1 Senior Preferred Membership Interests (the "Series 2001-1 PMIs") having an aggregate liquidation preference
of $72,587,142 to a subsidiary of Raven which financed its purchase of the Series 2001-1 PMIs by issuing its own asset backed notes and senior preferred membership interests to a
group of multi-seller commercial paper conduits. The net proceeds of the Series 2001-1 PMIs were $72,587,142 after deduction of fees and expenses. The sale of the
Series 2001-1 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.

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 interests to a group
of multi-seller commercial paper conduits. The net proceeds of the Series 2002-1 PMIs were $62,908,543 after deduction of fees and expenses. The sale of the
Series 2002-1 PMIs to the subsidiary of Raven was exempt from registration under the Securities Act pursuant to Section 4(2) thereof as a transaction by an issuer not
involving a public offering.

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ITEM 6. SELECTED FINANCIAL DATA

|                                                     |                                                                                       | Year Ended
December 31, |        | Period from
June 24, 1999
(inception)
through
December 31, |  
|---------------------------------------------------- | ------------------------------------------------------------------------------------- | ----------------------- | ------ | ---------------------------------------------------------- | -
|
|
|Statement Income Data:                               |                                                                                       |                         |        |                                                            |  
|                                                     | Income from investment in related party special unit of beneficial interest in leases |                         | $      | 152,157                                                    |  
|                                                     | Interest expense                                                                      |                         |        | (63,831                                                    | )
|                                                     | Service fee to related party                                                          |                         |        | (7,377                                                     | )
|                                                     |                                                                                       |                         |        |                                                            |  
|                                                     | Total expenses                                                                        |                         |        | (71,208                                                    | )
|                                                     | Other income                                                                          |                         |        | 3,697                                                      |  
|                                                     |                                                                                       |                         |        |                                                            |  
|                                                     | Income before income taxes                                                            |                         |        | 84,646                                                     |  
|                                                     | Income tax provision                                                                  |                         |        | (2,116                                                     | )
|                                                     |                                                                                       |                         |        |                                                            |  
|Income before cumulative effect of accounting change |                                                                                       |                         | 82,530 |                                                            |  
|                                                     | Cumulative effect of accounting change                                                |                         |        |                                                           |  
|                                                     |                                                                                       |                         |        |                                                            |  
|                                                     | Net income                                                                            |                         | $      | 82,530                                                     |  
|                                                     |                                                                                       |                         |        |                                                            |  

|                    |                                                                    | As of
December 31,
|------------------- | ------------------------------------------------------------------ | ------------------
|
|
|Balance Sheet Data: |                                                                    |                   
|                    | Cash and cash equivalents                                          |                   
|                    | Restricted cash                                                    |                   
|                    | Special unit of beneficial interest in receivables (related party) |                   
|                    | Special unit of beneficial interest in leases (related party)      |                   
|                    | Total Assets                                                       |                   
|                    | Medium-term notes                                                  |                   
|                    | Variable funding notes                                             |                   
|                    | Total Liabilities                                                  |                   
|                    | Members' Equity                                                    |                   
|                    | Total Liabilities and Members' Equity                              |                   

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

The following discussions should be read in conjunction with our Business section and our Financial Statements and accompanying Notes thereto included
elsewhere herein. Unless otherwise noted, all dollar amounts are in thousands.

We
are a limited purpose entity formed in June 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

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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 2002 decreased by $61.9 million to $152.2 million from $214.1 million in 2001. Such
decrease is a 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 2002 decreased by
$51.9 million to $63.8 million from $115.7 million in 2001, as a
result of decreases in commercial paper rates and LIBOR partially offset by an increase in deferred financing fee amortization due to recent financings. Operating income for 2002 decreased by
$10.0 million to $80.9 million from $90.9 million in 2001, as a result of increased deferred financing fee amortization due to recent financings and smaller spreads between
interest billed and interest expense for fixed rate leases.

Income
from investment in related party special unit of beneficial interest in leases for 2001 decreased by $36.9 million to $214.1 million from $251.0 million in 2000. Such
decrease is a 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 2001 decreased by
$57.1 million to $115.7 million from $172.8 million in 2000, as a result of decreases in commercial paper rates and LIBOR. Operating income for 2001 increased by
$19.3 million to $90.9 million from $71.6 million in 2000, primarily as a result of the fact that the rate indices on which Lease SUBI lease billings are based did not decrease as
much during 2001 as did 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 receivable 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.

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Delinquency Experience

The following table sets forth delinquency experience data with respect to aggregate billings of lease payments for all of VMS' leases and fleet management receivables for the
years ended December 31, 2002 through December 31, 1998. 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.

|                                         |  | Year Ended December 31,
|---------------------------------------- |  | -----------------------
|
|Percentage of Billings Delinquent:(1)(2) |  |                        
|30-59 Days                               |  | 1.13%                  
|60 Days or More                          |  | 2.96%                  
|                                         |  |                        
|Total 30 or More Days Delinquent         |  | 4.09%                  
|                                         |  |                        

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Total delinquencies for 2002 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 2002 to 1.13% from 1.30% for 2001. Delinquencies of 60 days or more increased to 2.96% of total billings in 2002 compared to 2.93%
of total billings in 2001 due to the continuing effects of Chapter 11 bankruptcy filings of several customers and a lower level of billings partially offset by a decline in non-bankruptcy
delinquent receivables of 60 days or more from the comparable period in 2001.

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Loss and Recovery Experience

The following table sets forth loss and recovery experience data with respect to VMS' leases and fleet management receivables for the years ended December 31, 2002
through December 31, 1998. 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.

|                                  |  | Year Ended December 31, |          
|--------------------------------- |  | ----------------------- | ---------
|
|Ending dollar amount of leases(1) |  | $                       | 3,485,536
|Total Billings for Period         |  |                         | 2,195,869
|Gross Losses(2)                   |  |                         | 764      
|Recoveries(3)                     |  |                         | (97      
|                                  |  |                         |          
|Net Losses                        |  | $                       | 667      
|                                  |  |                         |          
|Net losses as percentage of       |  |                         |          
|ending dollar amount of leases    |  |                         | 0.02     
|Net losses as percentage of       |  |                         |          
|total billings for period         |  |                         | 0.03     

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Net losses as a percentage of ending dollar amount of leases decreased to 0.02% in 2002 from 0.05% in 2001 due to lower losses from bankruptcies in 2002. Net
losses as a percentage of total billings decreased from 0.08% for 2001 to 0.03% in 2002 for the same reason.

Gross
losses in respect of 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 in respect of 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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Residual Value Loss Experience

The following table sets forth residual value loss experience data for VMS' closed-end leases for the years ended December 31, 2002 through
December 31, 1998. 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.

|                                                                   |  | Year Ended December 31, |      
|------------------------------------------------------------------ |  | ----------------------- | -----
|
|Total number of closed-end leases                                  |  |                         |      
|Scheduled to terminate                                             |  |                         | 3,738
|Number of sold vehicles                                            |  |                         | 3,521
|Full termination ratio(1)                                          |  |                         | 94.19
|Total loss on sold vehicles(2)                                     |  | $                       | (47  
|Average loss per sold vehicles(3)                                  |  | $                       | (13  
|Loss as a percentage of stated residual values of sold vehicles(4) |  |                         | (0.14

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Total residual value losses decreased $5.7 million to $47 thousand for 2002 from $5.8 million for 2001 and the total number of vehicles
sold decreased 29.6%. The decrease in units sold is the result of a lower number of closed-end leases terminating and an increase in clients retaining vehicles beyond their original lease
term. The average loss per vehicle returned and sold decreased 98.9% to $13 per unit for 2002 from $1,159 per unit for 2001. The decrease in residual value losses during 2002 is the result of VMS
establishing lower residual values at lease inception which was initiated in the beginning of 2000. Management believes that this more conservative approach to setting residual values initiated in the
beginning of 2000 will continue to result in lower residual value losses then were expected in 2000 and 2001 as the related vehicles come off lease in future years.

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Conversions of Floating Rate Leases to Fixed Rate Leases

The following table sets forth data with respect to conversions of VMS' floating rate leases to fixed rate leases for the years ended December 31, 2002 through
December 31, 1998.

|                                                              |  | Year Ended December 31, |          
|------------------------------------------------------------- |  | ----------------------- | ---------
|
|Dollar amount of conversions for period(1)                    |  | $                       | 5,406    
|Ending dollar amount of leases(2)                             |  |                         | 3,485,536
|Conversions as a percentage of ending dollar amount of leases |  |                         | 0.16     

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Total conversions of floating rate leases to fixed rate leases were approximately $5.4 million for 2002 compared with $38 million for 2001.
Conversions of floating rate to fixed rate leases were lower in 2002 compared to 2001 due to a continued decline in interest rates experienced during 2002. Management anticipates that if interest
rates begin to rise, conversions of floating rate leases to fixed rate leases could exceed historical levels, but such event would have no impact on our ability to service our debt.

Fleet Management Receivable Billing Experience

The following table sets forth data for VMS' aggregate billings of fleet management receivables for the years ended December 31, 2002 through December 31, 1998.
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.

|                         |  | Year Ended December 31,
|------------------------ |  | -----------------------
|
|Aggregate Billings       |  | $                      
|Average Monthly Billings |  |                        
|Maximum Monthly Billings |  |                        
|Minimum Monthly Billings |  |                        

Aggregate fleet management receivable billings decreased to $911 million for 2002 compared to $1 billion for 2001. The primary factor for this
decrease was a decrease in billings relating to company-owned vehicles, which are purchased directly for customers.

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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 December 19, 2002 (the last Lease SUBI monthly
reporting period cutoff date during the fiscal year). 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 $174,160,541 as of that date because such vehicles 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

|Aggregate Unit Balance of Leases                                                            |  | $3,136,792,121.12    
|------------------------------------------------------------------------------------------- |  | ---------------------
|Number of Leases                                                                            |  | 210,961              
|Average Unit Balance                                                                        |  | $14,869.06           
|Range of Unit Balances                                                                      |  | $6.00 to $690,181.80 
|Aggregate Unit Balance of Open-End Leases                                                   |  | $3,043,807,390.01    
|Aggregate Unit Balance of Floating Rate Leases                                              |  | $2,379,269,962.40    
|Aggregate Lease Balance of CP Rate Index Floating Rate Leases                               |  | $2,303,129,174.20    
|Weighted Average Spread Over CP Rate                                                        |  | 0.342%               
|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 |  | $76,140,788.20       
|Aggregate Unit Balance of Fixed Rate Leases                                                 |  | $757,522,158.72      
|Weighted Average Fixed Rate                                                                 |  | 5.457%               
|Range of Fixed Rates                                                                        |  | 0.000% to 19.152%    
|Weighted Average Original Lease Term                                                        |  | 62.73 months         
|Range of Original Lease Terms                                                               |  | 6 to 132 months      
|Weighted Average Remaining Term                                                             |  | 43.07 months         
|Range of Remaining Terms                                                                    |  | 0 to 119 months      
|Aggregate Unit Balance of Closed-End Leases                                                 |  | $92,984,731.11       
|Average Unit Balance of Closed-End Leases                                                   |  | $13,241.92           
|Range of Unit Balances of Closed-End Leases                                                 |  | $54.98 to $545,002.83
|Average Stated Residual Value of Leased Vehicles                                            |  | $8,498.64            
|Note: Dollar amount are in whole amounts.                                                  

As of December 19, 2002, the aggregate lease balances of the leases allocated to the Lease SUBI with the lessee having the largest aggregate lease
balances was $130,851,879, the aggregate lease balances of the leases allocated to the Lease SUBI with the lessees having the five largest aggregate lease balances was $499,686,225 and the aggregate
lease balances of the leases allocated to the Lease SUBI with the lessees having the ten largest aggregate lease balances was $805,412,088.

Recently Issued Accounting Pronouncements

Guarantees.In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others." Such

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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 recognize, at the
inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this interpretation apply to
guarantees issued or modified after December 31, 2002. We will adopt these provisions on January 1, 2003. The disclosure provisions of this interpretation are effective for financial
statements with annual periods ending after December 15, 2002. We have applied the disclosure provisions of this interpretation as of December 31, 2002, as required by this
interpretation.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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
December 31, 2002 interest rates to perform this sensitivity analysis. The estimates assume instantaneous, parallel shifts in interest rate yield curves. 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 to our financial statements.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Financial Statements and Financial Statement Index commencing on page F-1 hereof.

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

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

We do not have directors. We are managed by our managers. Set forth below is certain information regarding our managers and executive officers:

|Name              |  | Age |  | Office                   |  | Served Since |  | Business Experience                                                                                                                                                                                 
|----------------- |  | --- |  | ------------------------ |  | ------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Kevin Burns       |  | 33  |  | Manager                  |  | 1999         |  | Managing Director of Global Securitization Services, a manager of special purpose vehicles, since 1996. Previously a Vice President of Lord Securities Corporation.                                 
|Joseph W. Weikel  |  | 48  |  | Manager                  |  | 1999         |  | Senior Vice President, General Counsel of VMS since 2001. Previously, General Counsel for VMS.                                                                                                      
|Tony Wong         |  | 27  |  | Manager                  |  | 1999         |  | Assistant Vice President of Global Securitization Services, a manager of special purpose vehicles, since 1998. Previously, a mutual fund accountant with Morgan Stanley, Dean Witter, Discover & Co.
|George J. Kilroy  |  | 55  |  | Chief Executive Officer  |  | 2001         |  | President, Chief Executive Officer of VMS since 2001. Previously Senior Vice President for VMS.                                                                                                     
|Neil J. Cashen    |  | 48  |  | Chief Financial Officer  |  | 1999         |  | Executive Vice President, Chief Operating Officer of VMS since 2001. Previously Senior Vice President of Finance for VMS.                                                                           
|Bradley J. Howatt |  | 41  |  | Chief Accounting Officer |  | 2002         |  | Vice President and Controller of VMS since 1999. Previously Director of Financial Operations for VMS.                                                                                               

Mr. Burns
and Mr. Wong are employees of Global Securitization Services, LLC ("Global") and are "independent" managers. Global provides certain administrative services to us pursuant to a
Management Agreement dated as of June 30, 1999. These services include, among others, designating persons to serve as our managers and officers. Mr. Kilroy, Mr. Cashen,
Mr. Howatt and Mr. Weikel are officers of VMS, which is the indirect owner of all of our common membership interests.

14

---

ITEM 11. EXECUTIVE COMPENSATION

We do not pay any compensation to our managers or officers.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is information regarding ownership of our common and preferred membership interests as of March 10, 2003:

|Title of Class                               |  | Name and Address
Of Beneficial Owner                                                         |  | Percent of Class |  
|-------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | ---------------- | -
|Common Membership Interests                  |  | Raven Funding LLC
307 International Circle
Hunt Valley, Maryland 21030                       |  | 100              | %
|Series 1999-2 Preferred
Membership Interests |  | Park Avenue Receivables Corporation
114 West 47th StreetSuite 1715
New York, New York 10036 |  | 100              | %
|Series 1999-3 Preferred
Membership Interests |  | Hunt Valley LLC
307 International Circle
Hunt Valley, Maryland 21030                         |  | 100              | %
|Series 2001-1 Preferred
Membership Interests |  | Shawan LLC
307 International Circle
Hunt Valley, Maryland 21030                              |  | 100              | %
|Series 2002-1 Preferred
Membership Interests |  | Inner Harbor LLC
307 International Circle
Hunt Valley, Maryland 21030                        |  | 100              | %

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have no employees other than our managers. We have entered into an Administration Agreement with VMS who has agreed to perform our various administrative duties under the
Indenture and related agreements pursuant to which our outstanding indebtedness has been issued, including the preparation and delivery of reports, notices, documents and other information that we are
required to deliver or make available under the Indenture. In addition, VMS has agreed to perform other activities at our request in connection with our assets so long as those activities are
reasonably within its capability. VMS, as administrator, has agreed to indemnify and hold us harmless for losses or damages arising from acts, omissions or alleged acts or omissions of VMS, as
administrator, other than acts, omissions or alleged acts or omissions that constitute bad faith, negligence or willful misconduct by us. VMS is not permitted to resign as administrator under the
Administration Agreement, and the Administration Agreement will not terminate, until the termination of the Indenture and the payment in full of all Notes. VMS, as administrator, is entitled to
receive a monthly fee for its services in an amount approximately equal to 0.01% per annum of our assets.

VMS
also acts as a servicer of the leases, vehicles and fleet management receivables owned by DLPT and allocated to our SUBIs pursuant to the Servicing Agreement described in Item 1 above. VMS is
entitled to receive a servicing fee for its services under the Servicing Agreement equal to 0.215% per annum of the principal balance of the leases allocated to the Lease SUBI.

15

---

PART IV

ITEM 14. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures.Our Chief Executive Officer and Chief Financial Officer have evaluated
the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as
of the Evaluation Date, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our company required to be included in our reports
filed or submitted under the Exchange Act.

(b)Changes in Internal Controls.Since the Evaluation Date, there have not been any significant changes in our internal
controls or in other factors that could significantly affect such controls

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

ITEM 15 (a) (1) FINANCIAL STATEMENTS

See Financial Statements and Financial Statement Index commencing on page F-1 hereof.

ITEM 15 (a) (3) EXHIBITS

See Exhibit Index commencing on page G-1 hereof.

ITEM 15 (b) REPORTS ON FORM 8-K

None.

16

---



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:                   
| |  |                       

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

|Signature                               |  | Title                    |  | Date          
|--------------------------------------- |  | ------------------------ |  | --------------
|/s/George J. Kilroy(George J. Kilroy)   |  | Chief Executive Officer  |  | March 10, 2003
|/s/Neil J. Cashen(Neil J. Cashen)       |  | Chief Financial Officer  |  | March 10, 2003
|/s/Bradley J. Howatt(Bradley J. Howatt) |  | Chief Accounting Officer |  | March 10, 2003
|/s/Joseph W. Weikel(Joseph W. Weikel)   |  | Manager                  |  | March 10, 2003
|/s/Kevin Burns(Kevin Burns)             |  | Manager                  |  | March 10, 2003
|/s/Tony WongTony Wong                   |  | Manager                  |  | March 10, 2003

17

---



CERTIFICATIONS

I,
George J. Kilroy, certify that:









| |  | By: /s/ George J. KilroyGeorge J. Kilroy
Chief Executive Officer and
President
| |  | ------------------------------------------------------------------------------

Date:
March 10, 2003

18

---

I,
Neil J. Cashen, certify that:









| |  | By: /s/ Neil J. CashenNeil J. Cashen
Chief Financial Officer
| |  | ------------------------------------------------------------

Date:
March 10, 2003

19

---



INDEX TO FINANCIAL STATEMENTS

|                                                                                    |  | Page
|----------------------------------------------------------------------------------- |  | ----
|Independent Auditors' Report                                                        |  | F-2 
|Statements of Income for the years ended December 31, 2002, 2001, and 2000          |  | F-3 
|Balance Sheets as of December 31, 2002 and 2001                                     |  | F-4 
|Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000      |  | F-5 
|Statements of Members' Equity for the years ended December 31, 2002, 2001, and 2000 |  | F-6 
|Notes to Financial Statements                                                       |  | F-7 

F-1

---



INDEPENDENT AUDITORS' REPORT

To
the Board of Directors of
Chesapeake Funding LLC

We
have audited the accompanying balance sheets of Chesapeake Funding LLC (the "Company"), an affiliate of PHH Vehicle Management Services LLC as of December 31, 2002 and 2001, and the related
statements of income, members' equity, and cash flows for each of the three years in the period ended December 31, 2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In
our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2002 and 2001, and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

The
accompanying financial statements have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed or the
results of operations if the Company had been operated as an unaffiliated entity.

/s/ DELOITTE & TOUCHE LLP

Baltimore, Maryland
January 29, 2003

F-2

---



Chesapeake Funding LLC  STATEMENTS OF INCOME  (in thousands)

|                                                                                      |                  | Year Ended December 31,
|------------------------------------------------------------------------------------- | ---------------- | -----------------------
|
|Income:                                                                               |                  |                        
|Income from investment in related party special unit of beneficial interest in leases |                  | $                      
|Expenses:                                                                             |                  |                        
|                                                                                      | Interest expense |                        
|                                                                                      | Other expenses   |                        
|                                                                                      |                  |                        
|                                                                                      |                  | Total expenses         
|                                                                                      |                  |                        
|Operating income                                                                      |                  |                        
|Interest income                                                                       |                  |                        
|                                                                                      |                  |                        
|Income before income taxes                                                            |                  |                        
|Income tax provision                                                                  |                  |                        
|                                                                                      |                  |                        
|Income before cumulative effect of accounting change                                  |                  |                        
|Cumulative effect of accounting change, net of tax                                    |                  |                        
|                                                                                      |                  |                        
|Net income                                                                            |                  | $                      
|                                                                                      |                  |                        

See
Notes to Consolidated Financial Statements.

F-3

---



Chesapeake Funding LLC        BALANCE SHEETS        (in thousands)

|                                                                         |  | As of December 31,
|------------------------------------------------------------------------ |  | ------------------
|
|Assets:                                                                  |  |                   
|Cash and cash equivalents                                                |  | $                 
|Restricted cash                                                          |  |                   
|Special unit of beneficial interest in fleet receivables (related party) |  |                   
|Special unit of beneficial interest in leases (related party)            |  |                   
|Income tax receivable                                                    |  |                   
|Other assets                                                             |  |                   
|                                                                         |  |                   
|Total Assets                                                             |  | $                 
|                                                                         |  |                   
|Liabilities and Members' Equity                                          |  |                   
|Liabilities:                                                             |  |                   
|Accrued interest and income taxes payable                                |  | $                 
|Deferred income taxes                                                    |  |                   
|Medium-term notes                                                        |  |                   
|Variable funding notes                                                   |  |                   
|                                                                         |  |                   
|Total Liabilites                                                         |  |                   
|                                                                         |  |                   
|Members' Equity:                                                         |  |                   
|Preferred membership interests                                           |  |                   
|Common membership interests, no par value                                |  |                   
|Note receivable from common member                                       |  |                   
|Retained earnings                                                        |  |                   
|                                                                         |  |                   
|Total Members' Equity                                                    |  |                   
|                                                                         |  |                   
|Total Liabilites and Members' Equity                                     |  | $                 
|                                                                         |  |                   

See
Notes to Financial Statements.

F-4

---



Chesapeake Funding LLC        STATEMENTS OF CASH FLOWS        (in thousands)

|                                                     |                                                                                   | Year Ended December 31,                   |                                                    
|---------------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------------------------
|
|Operating activites:                                 |                                                                                   |                                           |                                                    
|                                                     | Net income                                                                        |                                           | $                                                  
|                                                     | Adjustments to reconcile net income to net cash provided by operating activities: |                                           |                                                    
|                                                     |                                                                                   | Cumulative effect of accounting change    |                                                    
|                                                     |                                                                                   | Amortization of deferred financing costs  |                                                    
|                                                     |                                                                                   | Deferred income taxes                     |                                                    
|                                                     |                                                                                   | Net losses (gains) on interest rate cap   |                                                    
|                                                     | Changes in other assets and liabilities:                                          |                                           |                                                    
|                                                     |                                                                                   | Accrued interest and income taxes payable |                                                    
|                                                     |                                                                                   | Income tax receivable                     |                                                    
|                                                     |                                                                                   | Other assets                              |                                                    
|                                                     |                                                                                   | Restricted cash                           |                                                    
|                                                     |                                                                                   |                                           |                                                    
|                                                     |                                                                                   |                                           | Net cash provided by operating activities          
|                                                     |                                                                                   |                                           |                                                    
|Investing activites:                                 |                                                                                   |                                           |                                                    
|                                                     | Special unit of beneficial interest in leases (related party)                     |                                           |                                                    
|                                                     |                                                                                   |                                           |                                                    
|                                                     |                                                                                   |                                           | Net cash used in investing activities              
|                                                     |                                                                                   |                                           |                                                    
|Financing activites:                                 |                                                                                   |                                           |                                                    
|                                                     | Payment of deferred financing fees                                                |                                           |                                                    
|                                                     | Purchase of interest rate cap                                                     |                                           |                                                    
|                                                     | Proceeds from issuance of preferred membership interests                          |                                           |                                                    
|                                                     | Preferred membership interest distribution to common member                       |                                           |                                                    
|                                                     | Payment of preferred membership interests                                         |                                           |                                                    
|                                                     | Capital (distribution to)/contribution from common member, net                    |                                           |                                                    
|                                                     | Distributions paid                                                                |                                           |                                                    
|                                                     | Proceeds from issuance of variable funding notes                                  |                                           |                                                    
|                                                     | Payment of variable funding notes                                                 |                                           |                                                    
|                                                     | Proceeds from issuance of medium-term notes                                       |                                           |                                                    
|                                                     | Payment of medium-term notes                                                      |                                           |                                                    
|                                                     |                                                                                   |                                           |                                                    
|                                                     |                                                                                   |                                           | Net cash (used in) provided by financing activities
|                                                     |                                                                                   |                                           |                                                    
|Net (decrease) increase in cash and cash equivalents |                                                                                   |                                           | (26,995                                            
|Cash and cash equivalents, beginning of period       |                                                                                   |                                           | 192,544                                            
|                                                     |                                                                                   |                                           |                                                    
|Cash and cash equivalents, end of period             |                                                                                   | $                                         | 165,549                                            
|                                                     |                                                                                   |                                           |                                                    
|Supplemental disclosure of cash flow information:    |                                                                                   |                                           |                                                    
|                                                     | Interest paid, net of $2,037 received under cap agreement in 2000                 |                                           | $                                                  
|                                                     | Income tax payments                                                               |                                           | $                                                  

See
Notes to Financial Statements.

F-5

---



Chesapeake Funding LLC        STATEMENTS OF MEMBERS' EQUITY        (in thousands)

|                           |                                                | Preferred
Membership
Interest |         | Common
Membership
Interest |   | Note
Receivable
From
Common
Member |          | Retained
Earnings |         | Total
Members'
Equity |  
|-------------------------- | ---------------------------------------------- | ----------------------------- | ------- | -------------------------- | - | ---------------------------------- | -------- | ----------------- | ------- | --------------------- | -
|BALANCE, December 31, 1999 |                                                | $                             | 262,451 |                            | $ | 510,061                            |          | $                 |        |                       | $
|                           | Net income                                     |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           | Equity contribution at SUBI settlement, net    |                               |         |                           |   |                                    | 17,426   |                   |         |                      |  
|                           | Preferred membership distributions             |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           |                                                |                               |         |                            |   |                                    |          |                   |         |                       |  
|BALANCE, December 31, 2000 |                                                |                               | 262,451 |                            |   | 527,487                            |          |                   |        |                       |  
|                           | Net income                                     |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           | Equity contribution at SUBI settlement, net    |                               |         |                           |   |                                    | 158,063  |                   |         |                      |  
|                           | Common membership distributions                |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           | Issuance of preferred membership interest      |                               |         | 72,587                     |   |                                    |         |                   |         |                      |  
|                           | Paydown of preferred membership interest       |                               |         | (32,578                    | ) |                                    |         |                   |         |                      |  
|                           | Preferred membership distributions             |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           |                                                |                               |         |                            |   |                                    |          |                   |         |                       |  
|BALANCE, December 31, 2001 |                                                |                               | 302,460 |                            |   | 685,550                            |          |                   |        |                       |  
|                           | Net income                                     |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           | Equity distribution at SUBI settlement, net    |                               |         |                           |   |                                    | (105,839 | )                 |         |                      |  
|                           | Issuance of preferred membership interest      |                               |         | 62,908                     |   |                                    |         |                   |         |                      |  
|                           | Redemption of preferred membership interest    |                               |         | (1,295                     | ) |                                    |         |                   |         |                      |  
|                           | Issuance of Note Receivable from common member |                               |         |                           |   |                                    | 53,289   |                   |         |                      |  
|                           | Note receivableCommon Member                  |                               |         |                           |   |                                    |         |                   |         | (53,289               | )
|                           | Preferred membership distributions             |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           |                                                |                               |         |                            |   |                                    |          |                   |         |                       |  
|BALANCE, December 31, 2002 |                                                | $                             | 364,073 |                            | $ | 633,000                            |          | $                 | (53,289 | )                     | $
|                           |                                                |                               |         |                            |   |                                    |          |                   |         |                       |  

See
Notes to Financial Statements.

F-6

---



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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



F-7

---



F-8

---



2. SPECIAL UNIT OF BENEFICIAL INTEREST IN FLEET RECEIVABLES (RELATED PARTY)



2002

2001Accounts receivable balance

$
109,833

$
146,584Allowance for doubtful accounts


(9,800
)

(7,359
)100,033


139,225Assignments under Fleet Receivable SUBI


(80,000
)

(80,000
)Assignments under Excess Fleet Receivable SUBI


(20,033
)

(59,225
)$


$



3. SPECIAL UNIT OF BENEFICIAL INTEREST IN LEASES (RELATED PARTY)



F-9

---



Operating
Leases

Financing
Leases

Total2003

$
1,171,226

$
25,285

$
1,196,5112004


967,879


20,048


987,9272005


685,017


11,438


696,4552006


337,737


2,674


340,4112007


123,784


158


123,942Thereafter


140,290





140,290Total

$
3,425,933

$
59,603

$
3,485,536


F-10

---



December 31,2002

2001Vehicles under open-end operating leases

$
6,348,112

$
6,058,499Vehicles under closed-end operating leases


169,470


209,020Vehicles held for sale


26,034


35,7886,543,616


6,303,307Less accumulated depreciation


(3,117,683
)

(2,992,861
)3,425,933


3,310,446Gross receivables under direct financing leases


65,926


114,452Unearned income


(6,323
)

(10,978
)Total

$
3,485,536

$
3,413,920


4. DEBT



|                        |  |               |  |        |  |   |         | Balance as of
December 31, |   |          
|----------------------- |  | ------------- |  | ------ |  | - | ------- | -------------------------- | - | ---------
|
|
|Series 1999-2 Class A-1 |  | October 1999  |  | 32 bp  |  | $ | 550,000 |                            | $ |         
|Series 1999-2 Class A-2 |  | October 1999  |  | 35 bp  |  |   | 450,000 |                            |   | 159,025  
|Series 2001-1 Class A-1 |  | October 2001  |  | 26 bp  |  |   | 425,000 |                            |   | 425,000  
|Series 2001-1 Class A-2 |  | October 2001  |  | 31 bp  |  |   | 325,000 |                            |   | 325,000  
|Series 2002-1 Class A-1 |  | June 2002     |  | 20 bp  |  |   | 295,000 |                            |   | 295,000  
|Series 2002-1 Class A-2 |  | June 2002     |  | 27 bp  |  |   | 355,000 |                            |   | 355,000  
|Series 2002-2 Class A-1 |  | December 2002 |  | 30 bp  |  |   | 255,000 |                            |   | 255,000  
|Series 2002-2 Class A-2 |  | December 2002 |  | 41 bp  |  |   | 245,000 |                            |   | 245,000  
|Series 2002-2 Class B   |  | December 2002 |  | 155 bp |  |   | 44,900  |                            |   | 44,900   
|                        |  |               |  |        |  |   |         |                            |   |          
|Totals                  |  |               |  |        |  |   |         |                            | $ | 2,103,925
|                        |  |               |  |        |  |   |         |                            |   |          

F-11

---





2002

2001Series 1999-2 Class A-1



2.54
%Series 1999-2 Class A-2

1.78
%
2.57
%Series 2001-1 Class A-1

1.69
%
2.48
%Series 2001-1 Class A-2

1.74
%
2.53
%Series 2002-1 Class A-1

1.63
%
Series 2002-1 Class A-2

1.70
%
Series 2002-2 Class A-1

1.72
%
Series 2002-2 Class A-2

1.83
%
Series 2002-2 Class B

2.97
%





F-12

---



5. PREFERRED MEMBERSHIP INTERESTS



F-13

---



6. FAIR VALUE OF FINANCIAL INSTRUMENTS



2002

2001Carrying
Amount

Estimated
Fair
Value

Carrying
Amount

Estimated
Fair
ValueCash and cash equivalents

$
165,549

$
165,549

$
192,544

$
192,544Restricted cash


97,006


97,006


78,988


78,988Interest rate capasset


5,159


5,159


6,964


6,964Fleet Receivable SUBI Certificate


80,000


80,000


80,000


80,000Lease SUBI Certificate


3,485,536


3,485,536


3,413,920


3,413,920DebtMedium-Term Notes


2,103,925


2,103,925


1,485,448


1,485,448Variable Funding Notes


567,017


567,017


1,145,717


1,145,717


7. RELATED PARTY TRANSACTIONS



F-14

---



8. INCOME TAXES



December 31,2002

2001

2000Current

$
152

$
1,904

$
1,844Deferred


1,964


552


219Provision for income taxes

$
2,116

$
2,456

$
2,063




December 31,2002

2001Deferred income taxes assetsAccrued liabilities and deferred income

$
123

$
20Provision for doubtful accounts


21


74Deferred income taxes assets


144


94Deferred income tax liabilityDepreciation and amortization


7,869


5,805Other





50Deferred income tax liability


7,869


5,855Net deferred income tax liability

$
7,725

$
5,761


F-15

---



December 31,2002

2001

2000Federal statutory rate

35.0%

35.0%

35.0%State and local income taxes, net of federal tax benefits

2.5%

2.5%

2.5%Income taxed directly to shareholders

(35%)

(35%)

(35%)2.5%

2.5%

2.5%


9. COMMITMENTS AND CONTINGENCIES



10. SUBSEQUENT EVENTS



F-16

---



EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Certificate of Formation of the Company. Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 30, 2000 (File
No. 333-40708).                                                                                                                                                                                                                                                      
|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 Exhibit 3.2 of the Company's and D.L.
Peterson Trust's Registration Statement on Forms S-3 and S-1 (File Nos. 333-87568 and 333-87568-01, respectively) filed with the Securities and Exchange Commission on May 3, 2002.                                                                               
|3.3         |  | Amended and Restated Limited Liability Company Agreement of the Company dated as of October 28, 1999. Incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 filed with
the Securities and Exchange Commission on June 30, 2000 (File No. 333-40708).                                                                                                                                                                                         
|4.1         |  | Base Indenture dated as of June 30, 1999 between the Company and JPMorgan Chase Bank (formerly known as 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 JPMorgan Chase Bank (formerly known as 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 2002-2 Indenture Supplement between the Company and JPMorgan Chase Bank, as Indenture Trustee.                                                                                                                                                                                                                                                                                                                                                                               
|4.4         |  | Form of Series 2002-2 Notes (included in Exhibit 4.3).                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.5         |  | Series 2002-1 Indenture Supplement between the Company and JPMorgan Chase Bank, as Indenture Trustee.                                                                                                                                                                                                                                                                                                                                                                               
|4.6         |  | Form of Series 2002-1 Notes (included in Exhibit 4.5).                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.7         |  | Series 2001-1 Indenture Supplement between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee, dated as of October 25, 2001, incorporated by reference to the
Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2002.                                                                                                                                                         
|4.8         |  | Form of Series 2001-1 Notes (included in Exhibit 4.7).                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.9         |  | Series 1999-3 Indenture Supplement among the Company, PHH Vehicle Management Services, LLC, as Administrator, certain CP Conduit Purchasers, certain APA Banks, certain Funding Agents and JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank), as Administrative Agent and Indenture Trustee, dated as of October 28, 1999, incorporated by reference to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 29, 2002.
|4.10        |  | Form of Series 1999-3 Notes (included in Exhibit 4.9).                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.11        |  | Series 1999-2 Indenture Supplement between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee, dated as of October 28, 1999, incorporated by reference to the
Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2002.                                                                                                                                                         
|4.12        |  | Form of Series 1999-2 Notes (included in Exhibit 4.11).                                                                                                                                                                                                                                                                                                                                                                                                                             

G-1

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|10.1 |  | Amended and Restated Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee, and Wilmington Trust
Company, as Delaware Trustee. Incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 30, 2000 (File No. 333-40708).                                                                                                                     
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2 |  | Sold SUBI Supplement 1999-1A to the Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee and
Servicer, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee. Incorporated by reference to Exhibit 10.2 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).                                                      
|10.3 |  | Amendment No. 1, dated as of October 28, 1999, to the Sold SUBI Supplement 1999-1A to the Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary,
PHH Vehicle Management Services, LLC, as UTI Trustee and Servicer, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee. Incorporated by reference to Exhibit 10.3 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).
|10.4 |  | Sold SUBI Supplement 1999-1B to the Origination Trust Agreement, dated as of June 30, 1999 among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee and
Servicer, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee. Incorporated by reference to Exhibit 10.4 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission
on September 26, 2001 (File No. 333-40708).                                                   
|10.5 |  | Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Raven Funding LLC and PHH Vehicle Management Services, LLC, as Servicer. Incorporated by reference to Exhibit 10.5 to the Company's
Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708).                                                                                                                                                                                            
|10.6 |  | Sold SUBI Supplement 1999-1 to the Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Wilmington Trust Company, as SUBI Trustee, Raven Funding LLC and PHH Vehicle Management Services, LLC.
Incorporated by reference to Exhibit 10.6 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).                                                                                                                               
|10.7 |  | Amendment No. 1, dated as of October 28, 1999, to the Sold SUBI Supplement 1999-1 to the Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Wilmington Trust Company, as SUBI
Trustee, Raven Funding LLC and PHH Vehicle Management Services, LLC. Incorporated by reference to Exhibit 10.7 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).                                                                         
|10.8 |  | Transfer Agreement, dated as of June 30, 1999, between Raven Funding LLC and the Company. Incorporated by reference to Exhibit 10.8 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).                                                                                                                                                                                                                                                            
|10.9 |  | Amendment No. 1, dated as of June 30, 1999, to the Transfer Agreement, dated as of June 30, 1999, between Raven Funding LLC and the Company. Incorporated by reference to Exhibit 10.9 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).                                                                                                                                                                                                         

G-2

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|10.10 |  | Administration Agreement, dated as of June 30, 1999, by and among PHH Vehicle Management Services, LLC, as Administrator, the Company, Raven Funding LLC and JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as Indenture Trustee. Incorporated by reference to Exhibit 10.10 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).                                                     
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.11 |  | Amendment No. 1, dated as of October 28, 1999, to the Administration Agreement dated as of June 30, 1999, by and among PHH Vehicle Management Services, LLC, as Administrator, the Company, Raven Funding LLC
and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee. Incorporated by reference to Exhibit 10.11 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).
|10.12 |  | Management Agreement, dated as of June 30, 1999, by and among Global Securitization Services LLC, the Company and PHH Vehicle Management Services, LLC. Incorporated by reference to Exhibit 10.12 to the Company's
Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708).                                                                                                                                              
|10.13 |  | Guarantee of PHH Corporation dated as of October 25, 2001. Incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 29, 2002.                                                                                                                                                                                                                                                                                             
|10.14 |  | Guarantee of Avis Rent-A-Car, Inc. dated October 28, 1999. Incorporated by reference to Exhibit 10.16 to the Company's Amendment to its Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on July 10, 2001 (File No. 333-40708).                                                                                                                                                                                                                                                
|10.15 |  | Asset Sale Agreement, dated as of June 30, 1999, among PHH Vehicle Management Services, LLC, PHH Personal Lease Corporation and Raven Funding LLC. Incorporated by reference to Exhibit 10.17 to the Company's
Amendment to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708).                                                                                                                                                   
|10.16 |  | Receivable Purchase Agreement, dated as of June 30, 1999, by and between Raven Funding LLC and PHH Vehicle Management Services, LLC. Incorporated by reference to Exhibit 10.18 to the Company's Amendment to its
Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708).                                                                                                                                                                 
|10.17 |  | Contribution Agreement, dated as of June 30, 1999, between Raven Funding and D.L. Peterson Trust. Incorporated by reference to Exhibit 10.19 to the Company's Amendment to its Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708).                                                                                                                                                                                                    
|12    |  | Statement re Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|99.1  |  | 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.                                                                                                                                                                                                                                                                                                                                     

G-3

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