<Page>

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    Form 10-K

    FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark one)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001.

                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                          COMMISSION FILE NO. 333-40708

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


                              GREYHOUND FUNDING LLC
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


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

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


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

                                  ------------
        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 [X] No [_]

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

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

<Page>


                              GREYHOUND FUNDING LLC

                                      INDEX

                                                                            PAGE
                                                                            ----


PART I

Item 1.     Business                                                         2

Item 2.     Properties                                                       3

Item 3.     Legal Proceedings                                                3

Item 4.     Submission of Matters to a Vote of Security Holders              3

PART II

Item 5.     Market for the Registrant's Common Equity and Related
            Security Holder Matters                                          3

Item 6.     Selected Financial Data                                          5

Item 7.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                              6

Item 7a.    Quantitative and Qualitative Disclosure about Market Risk       12

Item 8.     Financial Statements and Supplementary Data                     13

Item 9.     Changes and Disagreements with Accountants on Accounting and
            Financial Disclosures                                           13

PART III

Item 10.    Directors and Executive Officers of the Registrant              13

Item 11.    Executive Compensation                                          14

Item 12.    Security Ownership of Certain Beneficial Owners and Management  14

Item 13.    Certain Relationships and Related Transactions                  14

PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on
            Form 8-K                                                        15


                                       1
<Page>


                              GREYHOUND FUNDING LLC

                                     PART I

ITEM 1.  BUSINESS

     We are a special purpose limited liability company organized on June 24,
     1999 under the laws of the State of Delaware. Our sole common member is
     Raven Funding LLC ("Raven"), which is also a special purpose limited
     liability company established under the laws of the State of Delaware, a
     direct wholly-owned subsidiary of PHH Vehicle Management Services LLC
     ("Vehicle Management Services" or "VMS"). The sole member of Raven is
     Vehicle Management Services, a limited liability company and an indirect
     wholly-owned subsidiary of Cendant Corporation ("Cendant"). Vehicle
     Management Services provides vehicle leasing and fee-based fleet management
     services, including fuel and maintenance cards and accident management
     services, to companies and government agencies throughout the United
     States.

     On March 1, 2001, Avis Group Holdings, Inc. was acquired by PHH Corporation
     and Vehicle Management Services became a wholly-owned subsidiary of PHH
     Corporation, which is a wholly-owned subsidiary of Cendant. All assets and
     liabilities were recorded by us at fair value as of March 1, 2001. No
     significant adjustments were made by the Company.

     We were established to finance the leases and related vehicles owned by
     D.L. Peterson Trust ("DLPT"), a statutory business trust established by
     Vehicle Management Services in connection with the operation of its vehicle
     leasing and fleet management business in order to avoid the administrative
     difficulty and expense associated with retitling vehicles in order to
     permit the financing or transfer of vehicles subject to leases. We own a
     special unit of beneficial interest in the leases and vehicles owned from
     time to time by DLPT (the "Lease SUBI") and a portion of a special unit of
     beneficial interest in a pool of receivables generated by Vehicle
     Management Services in its fleet management business (the "Fleet
     Receivables SUBI" and, together with the Lease SUBI, the "SUBIs"). We
     finance our investment in the Lease SUBI and the Fleet Receivables SUBI
     (and the leases, vehicles and receivables allocated from time to time
     thereto) by issuing (i) multiple series of notes (the "Notes") under an
     Indenture dated as of June 30, 1999 (the "Indenture") between us and JP
     Morgan Chase Bank (the "Trustee") and (ii) multiple series of preferred
     membership interests. We have pledged substantially all of our assets to
     the Trustee to secure the Notes. We do not engage in any activities other
     than our investment in the SUBIs, the issuance of the Notes and preferred
     membership interests to finance such investment and activities that are
     related or incidental to such investment and the financing thereof.

     At December 31, 2001, the principal balance of the leases and vehicles
     allocated to the Lease SUBI was $3.4 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, 2001,
     approximately 97% of the leases were open-end leases and approximately 88%
     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


                                       2
<Page>

     or damage to the vehicles to the lessees, and provide that the lessees are
     obligated to indemnify DLPT and Vehicle Management Services 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.

     Vehicle Management Services 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 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. Vehicle Management Services 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. Vehicle Management Services, 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.

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 STOCK AND RELATED SECURITY HOLDER
         MATTERS

     (a) COMMON EQUITY. All of our common membership interests are owned by
     Raven. Accordingly, there is no public trading market for such common
     membership interests.

     (b)  RECENT SALES OF UNREGISTERED SECURITIES.

     On June 30, 1999, we sold our Series 1999-1 Variable Funding Investor Notes
     (the "Series 1999-1 Notes") having a maximum invested amount of
     $2,535,000,000 to a multi-seller commercial paper conduit. The net proceeds
     of the initial issuance of the Series 1999-1 Notes were $2,457,179,584
     after deduction of fees and expenses. On the same date, we sold to the same
     multi-seller commercial paper conduit our Series 1999-1 Senior Preferred
     Membership Interests (the "Series 1999-1 PMIs") having an aggregate
     liquidation preference of $235,960,108. The net proceeds of the Series
     1999-1 PMIs were $231,960,528 after deduction of fees and expenses. The
     sales of the Series 1999-1 Notes and the Series 1999-1 PMIs to the
     multi-seller commercial paper conduit were exempt from registration under
     the Securities Act of 1933 pursuant to Section 4(2) thereof as transactions
     by an issuer not involving a public offering.

     On October 28, 1999, we sold $550,000,000 of Series 1999-2 Floating Rate
     Asset Backed Investor Notes, Class A-1, and $450,00,000 of Series 1999-2
     Floating Rate Asset Backed Investor Notes, Class A-2 (collectively, the
     "Series 1999-2 Notes") to Chase Securities Inc., Lehman Brothers Inc., Bank
     of America Securities LLC and Bank One Capital Markets, Inc., as initial
     purchasers. The net proceeds of the sale of the Series 1999-2 Notes were
     $996,339,759 after deduction of fees and expenses. On the same date, we
     sold our Series 1999-2 Senior Preferred Membership Interests (the "Series
     1999-2 PMIs") having an aggregate liquidation preference of $93,080,911 to
     a multi-seller commercial paper conduit. The net proceeds of the Series
     1999-2 PMI's were $93,080,911 after deduction of fees and expenses.


                                       3
<Page>

     The sale of the Series 1999-2 Notes to the initial purchasers and the
     sale of the Series 1999-2 PMIs to the multi-seller commercial paper
     conduit were exempt from registration under the Securities Act of 1933
     pursuant to Section 4(2) thereof as transactions by an issuer not
     involving a public offering.

     On October 28, 1999, we sold our Series 1999-3 Variable Funding Investor
     Notes (the "Series 1999-3 Notes") having a maximum invested amount of
     $1,750,000,000 to a group of multi-seller commercial paper conduits. The
     net proceeds of the initial issuance of the Series 1999-3 Notes were
     $1,340,159,127 after deduction of fees and expenses. On the same date, we
     sold our Series 1999-3 Senior Preferred Membership Interests (the "Series
     1999-3 PMIs") having an aggregate liquidation preference of $162,891,593 to
     a subsidiary of Raven which financed its purchase of the Series 1999-3 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 1999-3 PMIs were $162,891,593 after deduction of
     fees and expenses. The sale of the Series 1999-3 Notes to the group of
     multi-seller commercial paper conduits and the sale of the Series 1999-3
     PMIs to the subsidiary of Raven were exempt from registration under the
     Securities Act of 1933 pursuant to Section 4(2) thereof as transactions by
     an issuer not involving a public offering.

     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.



                                       4
<Page>


ITEM 6.  SELECTED FINANCIAL DATA

<Table>
<Caption>

                                                                           PERIOD FROM
                                                                          JUNE 24, 1999
                                                                           (INCEPTION)
                                                     YEAR ENDED              THROUGH
                                                    DECEMBER 31,           DECEMBER 31,
                                             ------------------------------------------
                                                2001           2000           1999
                                             -----------    -----------    -----------
                                                           (IN THOUSANDS)
<S>                                          <C>            <C>            <C>
Statement of Income Data:
    Income from investment in related
      party special unit of beneficial
      interest in leases                     $   214,100    $   250,956    $   106,547
    Total expenses                              (123,181)      (179,356)       (74,385)
    Other income                                   6,874         10,530          4,250
                                             -----------    -----------    -----------
    Income before income taxes                    97,793         82,130         36,412
    Income tax provision                          (2,456)        (2,063)          (763)
                                             -----------    -----------    -----------
    Income before cumulative effect of
      accounting change                           95,337         80,067         35,649
    Cumulative effect of accounting change        (7,660)            --             --
                                             -----------    -----------    -----------
    Net income                               $    87,677    $    80,067    $    35,649
                                             ===========    ===========    ===========

<Caption>

                                                               AS OF
                                                            DECEMBER 31,
                                             -----------------------------------------
                                                2001           2000           1999
                                             -----------    -----------    -----------
                                                           (IN THOUSANDS)
<S>                                          <C>            <C>            <C>
Balance Sheet Data:
    Cash and cash equivalents                $   192,544    $    87,607    $    93,531
    Restricted cash                               78,988         62,002         62,168
    Special unit of beneficial interest in
      fleet receivables - related party           80,000         80,000         80,000
    Special unit of beneficial interest in
      leases - related party                   3,413,920      3,270,601      2,926,686
    Total Assets                               3,785,153      3,517,205      3,173,151
    Medium-term notes                          1,485,448      1,000,000      1,000,000
    Variable funding notes                     1,145,717      1,624,521      1,363,187
    Total Liabilities                          2,643,279      2,644,352      2,379,307
    Members' Equity                            1,141,874        872,853        793,844
    Total Liabilities and Members' Equity      3,785,153      3,517,205      3,173,151
</Table>



                                       5
<Page>


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

     THE FOLLOWING DISCUSSIONS SHOULD BE READ IN CONJUNCTION WITH 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 D. L. Peterson Trust) and a portion of the Fleet Receivable SUBI (which
     is a special unit of beneficial interest in certain fleet service
     receivables owned by D. L. Peterson Trust), issuing indebtedness and
     preferred membership interests to finance such investment and engaging in
     other activities that are related or incidental to the foregoing and
     necessary, convenient or advisable to accomplish the foregoing. We do not
     conduct operating activities.

     Income from investment in related party special unit of beneficial interest
     in leases for 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 $57.0 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 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.



                                       6
<Page>


                             DELINQUENCY EXPERIENCE

The following table sets forth delinquency data with respect to aggregate
billings of lease payments for all of Vehicle Management Services' leases and
fleet management receivables for 2001, 2000, 1999, 1998 and 1997. These
leases and fleet management receivables are of the same type as the leases
allocated to the Lease SUBI and the fleet management receivables allocated to
the Fleet Receivable SUBI and do not include any other types of leases or
fleet management receivables.

<Table>
<Caption>

                                                         DELINQUENCY EXPERIENCE
                                                        YEAR ENDED DECEMBER 31,
                                     -------------------------------------------------------------
                                      2001         2000        1999         1998           1997
                                     --------   ---------   ---------    ----------      ---------
<S>                                    <C>         <C>          <C>           <C>           <C>
Percentage of Billings
Delinquent (1)(2):
30-59 Days                             1.30%       1.08%        1.44%         1.44%         1.19%
60 Days or More                        2.93%       1.89%        2.30%         2.96%         2.25%
                                     -------    --------    ---------    ----------      ---------
Total 30 or More Days Delinquent       4.23%       2.97%        3.74%         4.40%         3.44%
                                     =======    ========    =========    ==========      =========
</Table>

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

Total delinquencies for 2001 increased to 4.23% from 2.97% in 2000, primarily as
a result of the aging of billings for a client that filed for bankruptcy in
August 2000. Delinquencies of 60 days or more increased to 2.93% of total
billings in 2001 compared to 1.89% of total billings in 2000 for the same
reason. Management of Vehicle Management Services is currently aware of no other
factors which would negatively impact delinquencies for 2002.



                                       7
<Page>


                          LOSS AND RECOVERY EXPERIENCE

The following table sets forth loss and recovery data with respect to Vehicle
Management Services' leases and fleet management receivables for 2001, 2000,
1999, 1998 and 1997. These leases and fleet management receivables are of the
same type as the leases allocated to the Lease SUBI and the fleet management
receivables allocated to the Fleet Receivable SUBI and do not include any
other types of leases or fleet management receivables.

<Table>
<Caption>

                                                      LOSS AND RECOVERY EXPERIENCE
                                                        YEAR ENDED DECEMBER 31,
                             ---------------------------------------------------------------------------
                                  2001            2000            1999           1998            1997
                             ------------     -----------     -----------    -----------     -----------
<S>                           <C>             <C>             <C>            <C>             <C>
Ending dollar amount
of leases (1)                 $ 3,413,920     $ 3,270,601     $ 2,946,761    $ 2,846,065     $ 2,858,590
Total billings for
period                          2,334,778       2,102,210       1,954,603      2,040,893       1,924,948
Gross losses (2)                    1,842             437           1,399          1,495             704
Recoveries                            (21)           (239)           (251)           (40)           (188)
                             ------------     -----------     -----------    -----------      ----------
Net losses                   $      1,821     $       198     $     1,148    $     1,455      $      516
                             ============     ===========     ===========    ===========      ==========
Net losses as
percentage of
ending dollar
amount of leases                       0.05%           0.01%           0.04%          0.05%           0.02%
Net losses as
percentage of
total billings for
period                                 0.08%           0.01%           0.06%          0.07%           0.03%
</Table>

----------

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

Net losses as a percentage of ending dollar amount of leases increased to 0.05%
in 2001 from 0.01% in 2000. This increase was the result of a customer
bankruptcy that occurred in the last quarter of 2000 and resulted in a full
liquidation that was then written off in the third quarter of 2001. Gross losses
in respect of bankrupt obligors generally are not recognized by Vehicle
Management Services until it receives payment upon the confirmation of the plan
of reorganization of the bankrupt obligor and receives any terminal rental
adjustment payments that may be applied to satisfy outstanding obligations in
respect of fleet management receivables. Losses are charged against previously
established reserves. Reserve adequacy for the purposes of Vehicle Management
Services' financial statements is determined at the time of a client's
bankruptcy filing and any necessary charge is recorded to the statement of
income at that time.



                                       8
<Page>


                         RESIDUAL VALUE LOSS EXPERIENCE

The following table sets forth residual value performance data for Vehicle
Management Services' closed-end leases for 2001, 2000, 1999, 1998 and 1997.
These closed-end leases are of the same type as the closed-end leases
allocated to the Lease SUBI and do not include any other types of closed-end
leases.

<Table>
<Caption>

                                                          RESIDUAL VALUE LOSS EXPERIENCE
                                                             YEAR ENDED DECEMBER 31,
                                   ----------------------------------------------------------------------------
                                       2001             2000            1999            1998            1997
                                   ------------     -----------     -----------     -----------     -----------
<S>                                 <C>             <C>             <C>             <C>             <C>
Total number of closed-end leases
     scheduled to terminate               5,828           4,420           3,295           3,655           3,520
Number of sold vehicles                   5,000           4,350           3,657           3,966           4,048
Full termination ratio (1)                85.79%          98.42%         110.99%         108.51%         115.00%
Total gain/(loss) on sold
     vehicles (2)                   $(5,795,570)    $(4,723,717)    $(2,469,898)    $  (553,112)    $ 3,029,468
Average gain/(loss) per sold
     vehicles                       $    (1,159)    $    (1,086)    $      (675)    $      (139)    $       748
Gain/(loss) as a percentage of
     stated residual values of
     sold vehicles (3)                   (11.58%)        (10.22%)         (6.72%)         (1.64%)          8.82%
</Table>

----------

(1)  The ratio of the number of vehicles sold during the period to the number of
     vehicles scheduled, on their date of origination, to terminate during the
     period, expressed as a percentage.
(2)  Includes fees received and expenses incurred to dispose of vehicles and
     certain amounts received after the sale and disposition of the vehicles.
     Total gain/loss does not include any effect from fair value adjustments
     resulting from purchasing accounting.
(3)  The ratio of total gains/losses on returned vehicles during the period to
     the stated residual values of those vehicles, expressed as a percentage.

Total residual value losses for 2001 increased by $1.1 million to $5.8 million
from $4.7 million for 2000. Both the total vehicles sold and the average loss
per vehicle increased. The increase in residual value losses in 2001 is
primarily due to 650 more units being sold in 2001 as compared with 2000. The
rate of increase in the average loss per vehicle slowed in 2001 with the average
loss per unit increasing $73 from 2000 to 2001 compared to an increase in such
average loss per unit of $411 from 1999 to 2000. The increase in residual value
losses in 2001 has had no impact on our ability to service our debt. Management
believes that its more conservative approach to setting residual values
initiated in the beginning of 2000 should result in lower residual value losses
as the related vehicles come off lease in future years.



                                       9
<Page>


                                LEASE CONVERSIONS

The following table sets forth data with respect to conversions of Vehicle
Management Services' floating rate leases to fixed rate leases during 2001,
2000, 1999, 1998 and 1997.

<Table>
<Caption>

                                         CONVERSIONS OF FLOATING RATE LEASES TO FIXED RATE LEASES
                                                         YEAR ENDED DECEMBER 31,
                                  ------------------------------------------------------------------
                                     2001          2000           1999         1998           1997
                                  ----------    ----------    ----------    ----------    ----------
<S>                               <C>           <C>           <C>           <C>           <C>
Dollar amount of
  conversions for period (1)      $   38,027    $   21,313    $   28,850    $  100,173    $   11,675
Ending dollar amount of
     leases                        3,413,920     3,270,601     2,946,761     2,846,065     2,858,590
Conversions as a percentage
     of ending dollar amount of
     leases                             1.11%         0.65%         0.98%         3.52%         0.41%
</Table>

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

Total conversions of floating rate leases to fixed rate leases were $38.0
million for 2001 compared with $21.3 million for 2000. Vehicle Management
Services experienced an increase in interest in conversions over the last
half of 2001 as interest rate declines slowed. Management anticipates that if
interest rates begin to rise, conversions of floating rate leases to fixed
rate leases could exceed historical levels, but such development would have
no impact on our ability to service our debt.

                      FLEET MANAGEMENT RECEIVABLE BILLINGS

The following table sets forth data for Vehicle Management Services' aggregate
billings of fleet management receivables for 2001, 2000, 1999, 1998 and 1997.
These fleet management receivables are of the same type as the fleet management
receivables allocated to the Fleet Receivable SUBI and do not include any other
types of fleet management receivables.

<Table>
<Caption>

                                    FLEET MANAGEMENT RECEIVABLE BILLING EXPERIENCE
                                               YEAR ENDED DECEMBER 31,
                           --------------------------------------------------------------
                              2001         2000          1999         1998          1997
                           ----------   ----------   ----------   ----------   ----------
<S>                        <C>          <C>          <C>          <C>          <C>
Aggregate billings         $1,019,223   $  819,474   $  724,412   $  822,757   $  747,923

Average monthly billings       84,935       68,290       60,368       68,563       62,327

Maximum monthly billings      118,358       77,612       68,753       79,346       70,441

Minimum monthly billings       63,268       58,052       51,277       60,182       58,003
</Table>

Aggregate fleet management receivable billings for 2001 increased by $199.7
million to approximately $1.0 billion for 2001 compared with $819.5 million for
2000. Increased billing of vehicles purchased directly for customers and
utilization of fee-based services were the primary factors in this increase.



                                       10
<Page>


                CHARACTERISTICS OF LEASES ALLOCATED TO LEASE SUBI

      The following table contains certain statistical information relating to
      the leases allocated to the Lease SUBI as of December 20, 2001, the last
      Lease SUBI monthly reporting period cutoff date during the 2001 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 $236,206,939 as of that date,
      because they were not yet subject to a lease. For the purposes of
      preparing the following tables, we assumed the original term of each lease
      to be the period over which the related vehicle is scheduled to be
      depreciated.

<Table>
<Caption>

                                                    COMPOSITION OF LEASES

<S>                                                                                            <C>
     Aggregate Unit Balance of Leases                                                             $3,074,475,887.81
     Number of Leases                                                                                       210,411
     Average Unit Balance                                                                                $14,611.76
     Range of Unit Balances                                                                    $0.01 to $611,961.70
     Aggregate Unit Balance of Open-End Leases                                                    $2,955,898,113.52
     Aggregate Unit Balance of Floating Rate Leases                                               $2,296,411,878.43
     Aggregate Lease Balance of CP Rate Index Floating Rate Leases                                $2,265,348,598.93
     Weighted Average Spread Over CP Rate                                                                    0.350%
     Range of Spreads Over CP Rate                                                                   0.00% to 2.50%
     Aggregate Unit Balance of Floating Rate Leases Indexed to Floating Rates Other
          Than CP Rate                                                                               $31,063,279.50
     Aggregate Unit Balance of Fixed Rate Leases                                                    $778,064,009.38
     Weighted Average Fixed Rate                                                                             6.496%
     Range of Fixed Rates                                                                          0.000% to 19.88%
     Weighted Average Original Lease Term                                                              62.48 months
     Range of Original Lease Terms                                                                  6 to 132 months
     Weighted Average Remaining Term                                                                   43.76 months
     Range of Remaining Terms                                                                       0 to 118 months
     Aggregate Unit Balance of Closed-End Leases                                                    $118,577,774.29
     Average Unit Balance of Closed-End Leases                                                           $13,760.91
     Range of Unit Balances of Closed-End Leases                                               $0.10 to $170,362.13
     Average Stated Residual Value of Leased Vehicles                                                     $8,992.04
</Table>

     As of December 20, 2001, the aggregate lease balances of the leases
     allocated to the Lease SUBI with the lessee having the largest aggregate
     lease balances was $100,035,926, the aggregate lease balances of the leases
     allocated to the Lease SUBI with the lessees having the five largest
     aggregate lease balances was $423,585,650 and the aggregate lease balances
     of the leases allocated to the Lease SUBI with the lessees having the ten
     largest aggregate lease balances was $708,691,077.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. During October 2001, the
     Financial Accounting Standards Board issued SFAS No. 144, "Accounting for
     the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes
     SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived Assets to be Disposed Of," and replaces the accounting and
     reporting provisions of APB Opinion No. 30, "Reporting Results of
     Operations - Reporting the Effects of Disposal of a Segment of a Business
     and Extraordinary, Unusual and Infrequently Occurring Events and
     Transactions," as it relates to the disposal of a segment of a business.
     SFAS No. 144 requires the use of a single accounting model for long-lived
     assets to be disposed of by sale, including discontinued operations, by
     requiring those long-lived assets to be measured at the lower of carrying
     amount or fair value less cost to sell. The impairment recognition and
     measurement provisions of SFAS No. 121 were retained for all long-lived
     assets to be held and used with the exception of goodwill. We adopted this
     standard on January 1, 2002, and there was no effect on our financial
     statements.

     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

                                       11
<Page>

     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:

          o    changes in general economic and business conditions and the
               impact thereof on the vehicle leasing business or the lessees of
               our vehicles;
          o    the effects of changes in interest rates; and
          o    changes in laws and regulations, including changes in
               accounting standards.

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

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

ITEM 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, 2001
     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.



                                       12
<Page>



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:

<Table>
<Caption>

           NAME                  AGE               OFFICE             SERVED SINCE           BUSINESS EXPERIENCE
           ----                  ---               ------             ------------           -------------------
<S>                              <C>            <C>                     <C>             <C>
     Kevin Burns                 32             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            47             Manager                 1999            Senior Vice President,
                                                                                        General Counsel of VMS since
                                                                                        2001.  Previously  General
                                                                                        Counsel for VMS.

     Tony Wong                   26             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            54             Chief Executive         2001           President, Chief Executive
                                                Officer                                Officer of VMS since 2001.
                                                                                       Previously Senior Vice President
                                                                                       for VMS.

     Neil J. Cashen              47             Chief Financial         1999           Executive Vice President,
                                                Officer                                Chief Operating Officer of VMS
                                                                                       since 2001.  Previously Senior
                                                                                       Vice President of Finance for
                                                                                       VMS.
</Table>

     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 (the "Management Agreement"). These services include,
     among others, designating persons to serve as our managers and officers.
     Mr. Kilroy, Mr. Cashen and Mr. Weikel are officers of Vehicle Management
     Services, which is the indirect owner of all of our common membership
     interests.



                                       13
<Page>


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 15, 2002:

<Table>
<Caption>

                                           NAME AND ADDRESS
            TITLE OF CLASS               OF BENEFICIAL OWNER                      PERCENT OF CLASS
            --------------               -------------------                      ----------------
<S>                                   <C>                                                <C>
     Common Membership Interests      Raven Funding LLC                                  100%
                                      307 International Circle
                                      Hunt Valley, Maryland 21030


     Series 1999-2 Preferred          Park Avenue Receivables Corporation                100%
     Membership Interests             114 West 47th Street - Suite1715
                                      New York, New York 10036

     Series 1999-3 Preferred          Hunt Valley LLC                                    100%
     Membership Interests             307 International Circle
                                      Hunt Valley, Maryland 21030

     Series 2001-1 Preferred          Shawan LLC                                         100%
     Membership Interests             307 International Circle
                                      Hunt Valley, Maryland 21030
</Table>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We have no employees other than our managers. We have entered into an
     Administration Agreement with Vehicle Management Services 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, Vehicle Management Services has agreed to
     perform other activities at our request in connection with our assets so
     long as those activities are reasonably within its capability. Vehicle
     Management Services, as administrator, has agreed to indemnify and hold us
     harmless for losses or damages arising from acts, omissions or alleged acts
     or omissions of Vehicle Management Services, as administrator, other than
     acts, omissions or alleged acts or omissions that constitute bad faith,
     negligence or willful misconduct by us. Vehicle Management Services 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. Vehicle Management
     Services, 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.

     Vehicle Management Services 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. Vehicle
     Management Services 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.

     On October 25, 2001, we sold our Series 2001-1 PMIs having an aggregate
     liquidation preference of $72,587,142 to Shawan LLC, 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.


                                       14
<Page>


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     ITEM 14 (A) (1) FINANCIAL STATEMENTS

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

     ITEM 14 (A) (3) EXHIBITS

     See Exhibit Index commencing on page G-1 hereof.

     ITEM 14 (B)  REPORTS ON FORM 8-K

     None.


                                       15
<Page>


                                   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.

                                               GREYHOUND FUNDING LLC


                                               By: /s/ Joseph W. Weikel
                                                  ----------------------------
                                               Joseph W. Weikel
                                               Manager

                                               Date: March 29, 2002


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons in the capacities indicated on March
29, 2002.

<Table>
<Caption>

                SIGNATURES                                TITLE                              DATE
                ----------                                -----                              ----
<S>                                            <C>                                       <C>
/s/ George J. Kilroy                           Chief Executive Officer                   March 29, 2002
----------------------------------------
            (George J. Kilroy)

/s/ Neil J. Cashen                             Chief Financial Officer                   March 29, 2002
----------------------------------------
            (Neil J. Cashen)

/s/ Bradley J. Howatt                          Chief Accounting Officer                  March 29, 2002
----------------------------------------
           (Bradley J. Howatt)

/s/ Joseph W. Weikel                           Manager                                   March 29, 2002
----------------------------------------
           (Joseph W. Weikel)

/s/ Kevin Burns                                Manager                                   March 29, 2002
----------------------------------------
             (Kevin Burns)

/s/ Tony Wong                                  Manager                                   March 29, 2002
----------------------------------------
             (Tony Wong)
</Table>


                                       16
<Page>

                          INDEX TO FINANCIAL STATEMENTS

Independent Auditors' Report                                                F-2

Statements of Income for the years ended December 31, 2001
and 2000 and for the period from June 24, 1999 (inception)
through December 31, 1999                                                   F-3

Balance Sheets as of December 31, 2001 and 2000                             F-4

Statements of Cash Flows for the years ended December 31, 2001 and 2000
and for the period from June 24, 1999 (inception) through
December 31, 1999                                                           F-5

Statements of Members' Equity for the years ended December 31, 2001
and 2000 and for the period from June 24, 1999 (inception) through
December 31, 1999                                                           F-6

Notes to Financial Statements                                               F-7













                                      F-1
<Page>













INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Members of
Greyhound Funding LLC

We have audited the accompanying balance sheets of Greyhound Funding LLC (the
"Company"), an affiliate of PHH Vehicle Management Services LLC as of December
31, 2001 and 2000, and the related statements of income, members' equity, and
cash flows for the years ended December 31, 2001 and 2000 and the period from
June 24, 1999 (inception) through December 31, 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our 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 audits 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, 2001 and
2000, and the results of its operations and its cash flows for the years ended
December 31, 2001 and 2000 and the period from June 24, 1999 (inception) through
December 31, 1999 in conformity with accounting principles generally accepted in
the United States of America.

As discussed in Note 1 to the financial statements, the Company adopted
Statement of Financial Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities," on January 1, 2001.

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 21, 2002




                                      F-2
<Page>


                              GREYHOUND FUNDING LLC
                              STATEMENTS OF INCOME
                                 (IN THOUSANDS)

<Table>
<Caption>


                                                                                  PERIOD FROM
                                                                                 June 24, 1999
                                                                                  (inception)
                                                                Year Ended          through
                                                                December 31,      December 31,
                                                         ------------------------------------
                                                            2001         2000         1999
                                                         ----------   ----------   ---------
<S>                                                       <C>          <C>         <C>
Income:

Income from investment in related party special unit of
  beneficial interest in leases                           $ 214,100    $ 250,956   $ 106,547

EXPENSES:

    Interest expense                                        115,722      172,764      71,776
    Service fees to related party                             7,459        6,592       2,609
                                                          ---------    ---------   ---------
        Total expenses                                      123,181      179,356      74,385
                                                          ---------    ---------   ---------

OPERATING INCOME                                             90,919       71,600      32,162

Interest income                                               6,874       10,530       4,250
                                                          ---------    ---------   ---------

INCOME BEFORE INCOME TAXES                                   97,793       82,130      36,412

Income tax provision                                          2,456        2,063         763
                                                          ---------    ---------   ---------

INCOME BEFORE CUMULATIVE EFFECT OF
     ACCOUNTING CHANGE                                       95,337       80,067      35,649
                                                          ---------    ---------   ---------

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

NET INCOME                                                $  87,677    $  80,067   $  35,649
                                                          =========    =========   =========
</Table>



                       See Notes to Financial Statements


                                      F-3
<Page>


                              GREYHOUND FUNDING LLC
                                 BALANCE SHEETS
                                 (IN THOUSANDS)

<Table>
<Caption>

                                                                                 DECEMBER 31,
                                                                           -----------------------
                                                                              2001         2000
                                                                           ----------   ----------
<S>                                                                        <C>          <C>
Assets:

Cash and cash equivalents                                                  $  192,544   $   87,607
Restricted cash                                                                78,988       62,002
Other assets                                                                   19,701       16,995
Special unit of beneficial interest in fleet receivables - related party       80,000       80,000
Special unit of beneficial interest in leases - related party               3,413,920    3,270,601
                                                                           ----------   ----------

TOTAL ASSETS                                                               $3,785,153   $3,517,205
                                                                           ==========   ==========

LIABILITIES AND MEMBERS' EQUITY

LIABILITIES:

Accrued interest and income taxes payable                                  $    6,353   $   14,672
Deferred income taxes                                                           5,761        5,159
Medium-term notes                                                           1,485,448    1,000,000
Variable funding notes                                                      1,145,717    1,624,521
                                                                           ----------   ----------

TOTAL LIABILITES                                                            2,643,279    2,644,352
                                                                           ----------   ----------

MEMBERS' EQUITY:

Preferred membership interests                                                302,460      262,451
Common membership interests, no par value                                     685,550      527,487
Retained earnings                                                             153,864       82,915
                                                                           ----------   ----------

TOTAL MEMBERS' EQUITY                                                       1,141,874      872,853
                                                                           ----------   ----------

TOTAL LIABILITES AND MEMBERS' EQUITY                                       $3,785,153   $3,517,205
                                                                           ==========   ==========
</Table>







                       See Notes to Financial Statements



                                      F-4
<Page>


                              GREYHOUND FUNDING LLC
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<Table>
<Caption>


                                                                                                           PERIOD FROM JUNE 24,
                                                                                                             1999 (INCEPTION)
                                                                                     YEAR ENDED                 THROUGH
                                                                                    DECEMBER 31,              DECEMBER 31,
                                                                             --------------------------------------------------
                                                                                 2001           2000             1999
                                                                             -----------    -----------    --------------------
<S>                                                                          <C>            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITES:
  Net income                                                                 $    87,677    $    80,067        $    35,649
  Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:
      Cumulative effect of accounting change                                       7,737             --                 --
      Amortization                                                                   703          2,302                 77
      Deferred income taxes                                                          525            219                182
      Net losses on interest rate cap                                             (2,818)            --                 --
  Changes in other assets and liabilities:
    Accrued interest and income taxes payable                                     (8,319)         3,492             11,180
    Restricted cash                                                              (16,986)           166            (62,168)
                                                                             -----------    -----------        -----------
        NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                       68,519         86,246            (15,080)
                                                                             -----------    -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITES:
  Special unit of beneficial interest in leases - related party                 (143,319)      (343,915)        (2,926,686)
  Special unit of beneficial interest in fleet receivables - related party            --             --            (80,000)
                                                                             -----------    -----------        -----------

        NET CASH USED IN INVESTING ACTIVITIES                                   (143,319)      (343,915)        (3,006,686)
                                                                             -----------    -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITES:
  Payment of deferred financing fees                                              (6,461)        (4,026)            (4,478)
  Purchase of interest rate cap                                                   (1,790)        (4,505)            (6,365)
  Proceeds from issuance of preferred membership interests                        72,587             --            262,451
  Payment of preferred membership interests                                      (32,578)
  Capital contribution from common member                                        158,063         17,426            514,819
  Distributions paid                                                             (16,728)       (18,484)           (14,317)
  Proceeds from issuance of variable funding notes                               250,600        380,221          1,363,187
  Payment of variable funding notes                                             (729,404)      (118,887)
  Proceeds from issuance of medium-term notes                                    750,000
  Payment of medium-term notes                                                  (264,552)            --          1,000,000
                                                                             -----------    -----------        -----------

        NET CASH PROVIDED BY FINANCING ACTIVITIES                                179,737        251,745          3,115,297
                                                                             -----------    -----------        -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             104,937         (5,924)            93,531

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                    87,607         93,531                 --
                                                                             -----------    -----------        -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                     $   192,544    $    87,607        $    93,531
                                                                             ===========    ===========        ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid, net of $2,037 received under cap agreement in 2000          $   139,673    $   167,190        $    61,100
  Income tax payments                                                        $     1,539    $     2,108        $        --
</Table>


                       See Notes to Financial Statements


                                      F-5
<Page>


                              GREYHOUND FUNDING LLC
                          STATEMENTS OF MEMBERS' EQUITY
                                 (IN THOUSANDS)

<Table>
<Caption>

                                               PREFERRED          COMMON                        TOTAL
                                               MEMBERSHIP       MEMBERSHIP     RETAINED       MEMBERS'
                                                INTEREST         INTEREST      EARNINGS        EQUITY
                                               -----------     ------------  -----------    ------------
<S>                                             <C>            <C>           <C>            <C>
BALANCE, June 24, 1999 (inception)              $        --    $        --   $        --    $        --
  Net income                                             --             --        35,649         35,649
  Issuance of common membership interest                 --         86,500            --         86,500
  Issuance of preferred membership interest         262,451             --            --        262,451
  Capital contribution                                   --        381,532            --        381,532
  Equity contribution at SUBI settlement, net            --         42,029            --         42,029
  Preferred membership distributions                     --             --        (7,839)        (7,839)
  Common membership distributions                        --             --        (6,478)        (6,478)
                                                -----------    -----------   -----------    -----------

BALANCE, DECEMBER 31, 1999                          262,451        510,061        21,332        793,844
  Net income                                             --             --        80,067         80,067
  Equity contribution at SUBI settlement, net            --         17,426            --         17,426
  Preferred membership distributions                     --             --       (18,484)       (18,484)
                                                -----------    -----------   -----------    -----------

BALANCE, DECEMBER 31, 2000                          262,451        527,487        82,915        872,853
  Net income                                             --             --        87,677         87,677
  Equity contribution at SUBI settlement, net            --        158,063            --        158,063
  Common membership distributions                        --             --        (2,776)        (2,776)
  Issuance of preferred membership interest          72,587             --            --         72,587
  Paydown of preferred membership interest          (32,578)            --            --        (32,578)
  Preferred membership distributions                     --             --       (13,952)       (13,952)
                                                -----------    -----------   -----------    -----------

BALANCE, DECEMBER 31, 2001                      $   302,460    $   685,550   $   153,864    $ 1,141,874
                                                ===========    ===========   ===========    ===========
</Table>


                       See Notes to Financial Statements



                                      F-6
<Page>


                              GREYHOUND FUNDING LLC

                          NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION - Greyhound Funding LLC ("Greyhound" or "the
     Company"), is a special purpose limited liability company, which was
     organized on June 24, 1999 under the laws of the State of Delaware. The
     sole common member of Greyhound is Raven Funding LLC ("Raven"), which
     itself is a special purpose limited liability company established under the
     laws of the State of Delaware. The sole member of Raven is PHH Vehicle
     Management Services LLC ("PHH"), a limited liability company and, from its
     date of organization to March 1, 2001, a wholly-owned subsidiary of Avis
     Group Holdings, Inc. ("Avis").

     On March 1, 2001, Avis was acquired by PHH Corporation. PHH became a
     wholly-owned subsidiary of PHH Corporation, which is a wholly-owned
     subsidiary of Cendant Corporaton ("Cendant"). All assets and liabilities
     were recorded by the Company at fair value as of March 1, 2001. No
     significant adjustments were made by the Company.

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

     In presenting the financial statements, management makes estimates and
     assumptions that affect the amounts reported and related disclosures.
     Estimates by their nature, are based on judgement and available
     information. Accordingly, actual results could differ from those estimates.

     CASH AND CASH EQUIVALENTS - Cash and cash equivalents represent payments
     collected on receivables and leases that are allocated to the Fleet
     Receivable SUBI Certificate and the Lease SUBI Certificate, which are the
     collateral for the Company's asset backed financing structure (see Note 4 -
     Debt) and all investments purchased with an original maturity of three
     months or less.

     RESTRICTED CASH - The Company is required to set aside certain amounts of
     cash, which is not readily available for disbursements, by its debt
     agreements to provide additional credit enhancement on the Company's
     medium-term notes and variable funding notes (see Note 4 - Debt). The
     restricted cash must be maintained in either (i) a segregated trust
     account with an institution that is subject to supervision and
     examination by federal or state banking authorities under such laws to act
     as a trustee or in any other fiduciary capacity, has at least one
     billion dollars in assets under fiduciary management and has a long-term
     deposit rating of not less than "BBB-" by Standard & Poor's and "Baa3"
     by Moody's or (ii) a deposit account with a depository institution that
     is subject to supervision and examination by federal or state banking
     authorities and has a short term rating of at least P-1 from Moody's and
     A-1 from Standard & Poor's and a long term unsecured debt rating of not
     less than Aa3 by Moody's and AA- by Standard & Poor's. Amounts on deposit
     in the accounts may be only invested in highly rated short-term cash
     equivalent investments.

     REVENUE RECOGNITION - The Company recognizes income from its Lease SUBI as
     DLPT recognizes income on its lease portfolio and management fees billed on
     the lease portfolio. The majority of leases within DLPT's lease portfolio
     are operating leases (see Note 3 - Special Unit of Beneficial Interest in
     Leases - Related Party) and, therefore, Lease SUBI income represents the
     monthly lease payment from the lessee minus the depreciation on the related
     vehicle. Amounts charged to the lessees for interest are generally
     calculated on a floating rate basis and can vary month to month in
     accordance with changes in the floating rate index. Amounts charged to
     lessees for interest can also be based on a fixed rate that would remain
     constant for the life of the lease. The Lease SUBI requires DLPT to remit
     its income computed as described above to the certificate holder on a
     monthly basis.

                                      F-7
<Page>

     DEFERRED FINANCING FEES - Deferred financing fees, which are included as a
     component of other assets on the Company's Balance Sheet, are costs
     incurred in connection with issuing debt and are amortized over the
     weighted average term of the debt, which is approximately eight years.

     EQUITY CONTRIBUTIONS AND SUBI SETTLEMENTS - As the Company acquires
     interests in vehicles and leases allocated to the Lease SUBI from Raven
     throughout each month, the Company computes the amount by which the fair
     market value of the interests acquired (equal to Raven's adjusted basis)
     exceeds the cash consideration paid for such interests. Such excess amounts
     are considered capital contributions. Upon monthly settlement, or upon
     other dates as may be determined by the Company from time to time,
     collections on leases, vehicles and receivables in excess of amounts
     applied to pay servicing fees, expenses, debt service, preferred equity
     distributions and other obligations of the Company are distributed to
     Raven. Under Delaware law and the limited liability company agreement of
     the Company, such amounts are considered equity transactions and are
     recorded as such in the accompanying Statements of Members' Equity.

     DERIVATIVE FINANCIAL INSTRUMENTS- Certain of the Company's debt indentures
     require the Company to maintain interest rate caps to manage fluctuations
     in interest rates. The interest rate caps do not qualify for hedge
     accounting treatment under Statement of Financial Accounting Standards
     ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
     Activities," and are recorded at fair value in the Company's Balance Sheet,
     with the related change in fair value recorded currently in earnings as a
     component of interest expense.

     CHANGE IN ACCOUNTING POLICY - On January 1, 2001, the Company adopted the
     provisions of SFAS No. 133, which was amended by SFAS No. 138, "Accounting
     for Certain Derivative Instruments and Certain Hedging Activities." SFAS
     No. 133, as amended and interpreted, established accounting and reporting
     standards for derivative instruments and hedging activities. As required by
     SFAS No. 133, the Company has recorded all such derivatives at fair value
     in the Balance Sheet at January 1, 2001. The adoption of SFAS No. 133
     resulted in the recognition of a non-cash charge of $7.7 million, ($7.6
     million net of tax), in the Statement of Income on January 1, 2001 to
     account for the cumulative effect of the accounting change relating to the
     Company's interest rate caps.

     RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. During October 2001, the
     Financial Accounting Standards Board ("FASB") issued SFAS No. 144,
     "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No.
     144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
     Assets and for Long-Lived Assets to be Disposed Of," and replaces the
     accounting and reporting provisions of APB Opinion No. 30, "Reporting
     Results of Operations - Reporting the Effects of Disposal of a Segment of a
     Business and Extraordinary, Unusual and Infrequently Occurring Events and
     Transactions," as it relates to the disposal of a segment of a business.
     SFAS No. 144 requires the use of a single accounting model for long-lived
     assets to be disposed of by sale, including discontinued operations, by
     requiring those long-lived assets to be measured at the lower of carrying
     amount or fair value less cost to sell. The impairment recognition and
     measurement provisions of SFAS No. 121 were retained for all long-lived
     assets to be held and used with the exception of goodwill. The Company
     adopted this standard on January 1, 2002, and there was no effect on the
     financial statements of the Company.

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

     The Fleet Receivable SUBI Certificate represents the beneficial interest in
     $80 million of PHH's fleet receivables ("Fleet Receivables") acquired by
     Raven and contributed to DLPT. The Fleet Receivables include payment
     obligations arising from fuel card programs, vehicle maintenance charges,
     company-owned billings (billings for vehicles that are not leased by DLPT)
     and accident management services. Raven owns a certificate representing any
     amount of Fleet Receivables over $80 million, which has not been assigned
     to the Company. The Company holds the Fleet Receivable SUBI Certificate to
     provide it with additional credit enhancement for its medium term and
     variable funding notes. The Fleet Receivables are not interest bearing and
     the Company will not recognize revenue as a result of its holding the Fleet
     Receivable SUBI Certificate.

                                      F-8
<Page>

     Accounts receivable in the financial statements of DLPT consisted of the
     following:

<Table>
<Caption>

                                                         2001        2000
                                                         ----        ----
<S>                                                   <C>          <C>
     Accounts receivable balance                      $ 146,584    $ 148,565
     Allowance for doubtful accounts                     (7,359)      (4,125)
                                                      ---------    ---------
                                                        139,225      144,440
     Assignments under Fleet Receivable SUBI            (80,000)     (80,000)
     Assignments under Excess Fleet Receivable SUBI     (59,225)     (64,440)
                                                      ---------    ---------
                                                      $      --    $      --
                                                      =========    =========
</Table>

3.   SPECIAL UNIT OF BENEFICIAL INTEREST IN LEASES - RELATED PARTY

     The carrying amount of the Lease SUBI Certificate on the accompanying
     balance sheet is the same as the book value of the SUBI Assets in DLPT's
     balance sheet.

     The following information describes the leases maintained by DLPT, which
     are the underlying assets of the Lease SUBI, and summarizes the accounting
     policies used by DLPT, which are in accordance with accounting principles
     generally accepted in the United States of America. DLPT primarily leases
     its vehicles under three standard arrangements: open-end operating leases,
     closed-end operating leases and open-end finance leases (direct financing
     leases). These leases are accounted for in accordance with Statement of
     Financial Accounting Standards SFAS No. 13, "Accounting for Leases." Each
     lease is classified as an operating lease or direct financing lease, as
     appropriate.

     OPEN-END OPERATING LEASES - Under these leases, the minimum lease term is
     12 months with a month-to-month renewal thereafter. Resale of the vehicles
     upon termination of the lease is for the account of the lessee except for a
     minimum residual value, which DLPT guarantees. DLPT guarantees 16% of the
     fair market value (defined as the vehicle's capitalized cost if it is sold
     during the period from the beginning of the thirteenth through the end of
     the twenty-fourth month of its rental term and is included in net
     investment leases on DLPT's balance sheet ) of the vehicles at the time of
     sale. If the vehicle is sold anytime after the twenty-fourth month of its
     rental term, the fair market value is the fair market value of the vehicle
     at the beginning of the monthly renewal period immediately preceding the
     date of sale. The guarantee is adjusted for any excess wear and tear or any
     excess mileage. Resale of the vehicle upon termination is for the account
     of the lessee subject to the 16% guarantee.

     CLOSED-END OPERATING LEASES - Under these leases, the minimum lease term is
     18 months, however, 24 and 36 month lease terms are the most prevalent.
     These leases are cancelable under certain conditions. The residual values
     for the closed-end leases are included in the investment in leases and
     leased vehicles. Residual value estimates are made utilizing third party
     estimates and PHH's internal expertise. Resale of the vehicles upon
     termination is for the account of the lessor.

     At December 31, 2001 and 2000, DLPT's net investment in leases and leased
     vehicles for all operating leases was approximately $3.3 billion and $3.1
     billion, respectively.

     OPEN-END DIRECT FINANCING LEASES - Under these leases, the minimum lease
     term is 12 months with a month-to-month renewal thereafter. Resale of the
     vehicles upon termination of the lease is for the account of the lessee and
     the lessee guarantees that the lessor will receive the full residual value
     of the vehicle upon lease termination. At December 31, 2001 and 2000, the
     net investment in leases and leased vehicles for direct financing leases
     was approximately $103 million and $138 million, respectively.

     PAID-IN-ADVANCE VEHICLES - Paid-in-advance vehicles represent disbursements
     for vehicles that have not yet been transferred to the investment in leases
     and leased vehicles balance. These vehicles will ultimately become subject
     to eligible leases under the Lease SUBI when they are delivered to the
     ultimate customer. Paid-in-advance balances are allocated to open-end
     operating closed-end operating and open-end direct financing leases on
     DLPT's Company's balance sheet.

     LONG-LIVED ASSETS - Long-lived assets, carried on DLPT's balance sheet, are
     comprised primarily of net investments in leased assets. Such assets are
     reviewed by DLPT for impairment whenever events or changes in circumstances
     indicate that the carrying amount of the asset may not be recoverable. An
     estimate of undiscounted future cash flows produced


                                      F-9
<Page>

     by the asset is compared to the carrying value to determine whether and
     impairment exists pursuant to the provisions of SFAS 121, "Accounting
     for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
     Disposed Of." If an asset is determined to be impaired, the loss is
     measured based on quoted market prices in active markets. Any impairment
     loss recorded by DLPT would reduce the income from investment in related
     party special unit of beneficial interest in leases on the Company's
     statement of income. During the years ended December 31, 2001 and 2000
     and the period from June 24, 1999 (inception) through December 31, 1999
     DLPT did not incur any impairment losses.

     At December 31, 2001, future minimum lease payments to be received on
     DLPT's operating and finance leases are as follows (in thousands):

<Table>
<Caption>

                                        DIRECT
                        OPERATING     FINANCING
                          LEASES        LEASES      TOTAL
                          ------        ------      -----
<S>                     <C>          <C>          <C>
           2002         $1,092,674   $   39,759   $1,132,433
           2003            924,886       32,066      956,952
           2004            661,516       21,036      682,552
           2005            348,505        8,876      357,381
           2006            131,922        1,656      133,578
           Thereafter      150,943           81      151,024
                        ----------   ----------   ----------

           Total        $3,310,446   $  103,474   $3,413,920
                        ==========   ==========   ==========
</Table>


     NET INVESTMENT IN LEASES QUALIFYING FOR SUBI CLASSIFICATION - A summary of
     DLPT's net investment in leases recorded by DLPT consists of the following
     (in thousands):

<Table>
<Caption>

                                                                    DECEMBER 31,
                                                             --------------------------
                                                                 2001          2000
                                                             -----------    -----------
<S>                                                          <C>            <C>
           Vehicles under open-end operating leases          $ 6,058,499    $ 4,083,511
           Vehicles under closed-end operating leases            209,020        203,523
           Vehicle's held for sale                                35,788         23,210
                                                             -----------    -----------
                                                               6,303,307      4,310,244
           Less accumulated depreciation                      (2,992,861)    (1,177,287)
                                                             -----------    -----------
                                                               3,310,446      3,132,957
           Gross receivables under direct financing leases       114,452        152,248
           Unearned income                                       (10,978)       (14,604)
                                                             -----------    -----------

           Total                                             $ 3,413,920    $ 3,270,601
                                                             ===========    ===========
</Table>


                                      F-10
<Page>

4.   DEBT

     At December 31, 2001 and 2000, the Company's maximum capacity under its
     variable funding notes was $1.4 billion and $1.75 billion, respectively.
     Such notes are renewable annually. At December 31, 2001 and 2000, $1.146
     billion and $1.625 billion, respectively, were outstanding on these notes.
     The interest on the variable funding notes is based on commercial paper
     rates that the multi-seller commercial paper conduits issue on a periodic
     short term basis. The weighted average interest rates on these notes at
     December 31, 2001 and 2000 were approximately 2.38% and 6.72%,
     respectively. The Company is required to pay a per annum commitment fee of
     20 basis points on the unused portion of the committed amount and a per
     annum utilization fee of 27.5 basis points on the outstanding balance
     utilized.

     Medium-term notes include two series of floating rate asset-backed notes;
     Series 1999-2 floating rate asset-backed notes and Series 2001-1 floating
     rate asset backed notes. The Series 1999 floating rate asset-backed notes
     include Class A-1 notes, which total $285.4 million, and Class A-2 notes,
     which total $450 million. The Series 2001-1 floating rate asset backed
     notes, which were issued in October 2001, include Class A-1 notes, which
     total $425 million, and Class A-2 notes, which total $325 million. The
     Series 1999-2 notes have an interest rate, which is reset monthly at LIBOR
     plus 32 basis points for the Class A-1 notes and LIBOR plus 35 basis points
     for the Class A-2 notes. The Series 2001-1 notes have an interest rate,
     which is reset monthly at LIBOR plus 26 basis points for the Class A-1
     notes and LIBOR plus 31 basis points for the Class A-2 notes.

     The interest rates for the Company's medium-term notes at December 31, 2001
     and 2000 were approximately:

<Table>
<Caption>

                                                     2001             2000
                                                 -----------     -----------

<S>                                                  <C>             <C>
          Series 1999-2 Class A-1                    2.54 %          6.94 %
          Series 1999-2 Class A-2                    2.57 %          6.97 %
          Series 2001-1 Class A-1                    2.48 %           -
          Series 2001-1 Class A-2                    2.53 %           -
</Table>

     The Company began paying down the principal on the Series 1999-2 Class A-1
     notes in May 2001 and such notes have a final maturity in October 2006. The
     Series 1999-2 Class A-2 notes will begin to amortize when the Series 1999-2
     Class A-1 notes are repaid in full or upon the occurrence of certain
     events. The Series 1999-2 Class A-2 notes mature in October 2011. The
     Series 2001-1 Class A-1 notes will commence amortizing in February 2003 or
     upon the occurrence of certain events and mature in September 2006. The
     Series 2001-1 Class A-2 notes will begin to amortize when the Series 2001-1
     Class A-1 notes are repaid in full or upon the occurrence of certain
     events. The Series 2001-1 Class A-2 notes mature in September 2013. Actual
     repayments of principal are based on cash flows available from the Lease
     SUBI.

     The final maturity of the Company's medium-term notes are:

<Table>
<Caption>

                                              BALANCE AS OF
                                               DECEMBER 31,
                               ORIGINAL   -------------------       FINAL
                                AMOUNT       2001       2000       MATURITY
                               --------   --------   --------   --------------
<S>                            <C>        <C>        <C>        <C>
     Series 1999-2 Class A-1   $550,000   $285,400   $550,000   October 2006
     Series 1999-2 Class A-2    450,000    450,000    450,000   October 2011
     Series 2001-1 Class A-1    425,000    425,000         --   September 2006
     Series 2001-1 Class A-2    325,000    325,000         --   September 2011
</Table>


     Credit enhancement for the Series 1999-2 notes is provided in the form of
     (a) overcollateralization provided by the excess of the Series 1999-2
     aggregate unit balance over the Series 1999-2 invested amount, (b) the
     Fleet Receivable SUBI Certificate and amounts payable to the holder
     thereof, (c) amounts, if any, on deposit in the Series 1999-2 reserve
     account and (d) amounts on deposit in the Series 1999-2 Yield Supplement
     Account.

                                      F-11
<Page>

     Credit enhancement for the Series 2001-1 notes is provided in the form of
     (a) overcollateralization provided by the excess of the Series 2001-1
     aggregate unit balance over the Series 2001-1 invested amount, (b) the
     Fleet Receivable SUBI Certificate and amounts payable to the holder
     thereof, (c) amounts, if any, on deposit in the Series 2001-1 reserve
     account and (d) amounts on deposit in the Series 2001-1 Yield Supplement
     Account.

     The variable funding notes and the medium term notes rank equally with each
     other, which means they have an equal claim on the Company and its assets
     based on the portion of the Company's outstanding debt represented by such
     notes.

     Certain of these debt instruments contain restrictive covenants, including
     restrictions on other indebtedness, mergers, the granting of liens, asset
     acquisitions and sales, and also covenants regarding the maintenance of
     separate existence. At December 31, 2001, the Company was in compliance
     with all covenants.

5.   PREFERRED MEMBERSHIP INTERESTS

     The Company has issued Series 1999-2 Senior Preferred Membership Interests
     ("Series 1999-2 PMI's") of which $93.1 million are outstanding at December
     31, 2001 and 2000. The holders of the Series 1999-2 PMI's are entitled to
     receive dividends based upon the funding costs of the multi-seller
     commercial paper conduits, plus a program fee of 0.70% per annum. The
     dividend periods correspond to the same interest periods as the Series
     1999-2 Notes. Dividends on the Series 1999-2 PMI's must be declared and
     paid on each dividend payment date to the extent that, on such date, the
     Company has funds legally available for the payment of such dividends based
     on the covenants specified in the Company's LLC agreement. The dividends
     paid on the Series 1999-2 PMI's were $4.6 million and $6.7 million for 2001
     and 2000 respectively.

     The Company has issued Series 1999-3 Senior Preferred Membership Interests
     ("Series 1999-3 PMI's"), of which $136.8 million and $169.4 million are
     outstanding at December 31, 2001 and 2000, respectively. The holders of the
     Series 1999-3 PMI's are entitled to receive dividends at a rate equal to
     one-month LIBOR plus 170 basis points. The dividend periods correspond to
     the same interest periods as the variable funding notes. Dividends on the
     Series 1999-3 PMI's must be declared and paid on each dividend payment date
     to the extent that on such date, the Company has funds legally available
     for the payment of such dividends based on the covenants specified in the
     Company's LLC agreement. The dividends paid on the Series 1999-3 PMI's were
     $7.9 million and $11.7 million for 2001 and 2000 respectively.

     During the fourth quarter of 2001 the Company issued Series 2001-1 Senior
     Preferred Membership Interests ("Series 2001-1 PMI's") of which $72.6
     million are outstanding at December 31, 2001. The holders of the Series
     2001-1 PMI's are entitled to receive dividends at a rate equal to one-month
     LIBOR plus 170 basis points. The dividend periods correspond to the same
     interest periods as the variable funding notes. Dividends on the Series
     2001-1 PMI's must be declared and paid on each dividend payment date to the
     extent that on such date, the Company has funds legally available for the
     payment of such dividends based on the covenants specified in the Company's
     LLC agreement. The dividends paid on the Series 2001-1 PMI's were $.3
     million for 2001.

     The Series 1999-2 PMI's, the Series 1999-3 PMI's and the Series 2001-1
     PMI's are redeemable at the option of the Company on any dividend payment
     date through the termination of the debt (discussed in Note 4-Debt). Each
     series of PMI's is redeemable by the Company in whole or in part from time
     to time, upon termination of the debt and on each dividend payment date
     thereafter.



                                      F-12
<Page>


6.   FAIR VALUE OF FINANCIAL INSTRUMENTS

     The carrying amount of cash and cash equivalents, restricted cash, Fleet
     Receivable SUBI Certificate and Lease SUBI Certificate approximates fair
     value due to the short term nature of these assets.

     The fair value of the financial instruments is generally determined by
     reference to quoted market prices for similar issues.

     The carrying amounts and estimated fair value of all financial instruments
     at December 31 are as follows:

<Table>
<Caption>

                                                        2001                           2000
                                          -----------------------------  ------------------------------
                                                           ESTIMATED                       ESTIMATED
                                             CARRYING        FAIR           CARRYING         FAIR
                                              AMOUNT         VALUE           AMOUNT          VALUE
                                          -----------   ------------      ------------  --------------
<S>                                        <C>           <C>               <C>           <C>
     Cash                                  $  192,544    $  192,544        $   87,607    $   87,607
     Restricted cash                           78,988        78,988            62,002        62,002
     Interest rate cap                          6,964         6,964            10,016         2,279
     Fleet Receivable SUBI Certificate         80,000        80,000            80,000        80,000
     Lease SUBI Certificate                 3,413,920     3,413,920         3,270,601     3,270,601
     Debt - Medium-Term Notes               1,485,448     1,485,448         1,000,000     1,000,000
                 Variable Funding Notes     1,145,717     1,145,717         1,624,521     1,624,521
</Table>


7.   RELATED PARTY TRANSACTIONS

     The Company has entered into an Administration Agreement with PHH who has
     agreed to perform various administrative duties under the indenture and
     related agreements pursuant to which the Company's 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, PHH has agreed to perform
     other activities in connection with the Company's assets so long as those
     activities are reasonably within its capability. PHH, as administrator, has
     agreed to indemnify and hold the Company harmless for losses or damages
     arising from acts, omissions or alleged acts or omissions of PHH, as
     administrator, other than acts, omissions or alleged acts or omissions that
     constitute bad faith, negligence or willful misconduct by the Company. PHH
     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. PHH, 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.

     PHH also acts as a servicer of the leases, vehicles and fleet management
     receivables owned by DLPT and allocated to the Company's SUBIs pursuant to
     a Servicing Agreement. PHH 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.



                                      F-13
<Page>

8.   INCOME TAXES

     The Company is not subject to federal income taxes. Instead, the sole
     common member reports the Company's profit on its income tax return.
     Certain states in which the Company conducts business impose state income
     taxes or franchise taxes on the Company. The state tax provision below is
     calculated based on the applicable statutory tax rates in the various
     states.

     The Company determines its deferred tax provision under the liability
     method, whereby deferred tax liabilities are recognized for the expected
     tax consequences of temporary differences between the tax bases of assets
     and liabilities, and their reported amounts using presently enacted tax
     rates. Following are the components of the state tax provision (in
     thousands):

     The income tax provision consists of:

<Table>
<Caption>
                                                 PERIOD FROM
                                                 JUNE 24, 1999
                                                  (INCEPTION)
                                    YEAR ENDED     THROUGH
                                    DECEMBER 31,  DECEMBER 31,
                                  ----------------------------
                                   2001     2000      1999
                                  ------   ------   -------
     Current                      $1,904   $1,844   $  581
     Deferred                        552      219      182
                                  ------   ------   ------
     Provision for income taxes   $2,456   $2,063   $  763
                                  ======   ======   ======

<Caption>

     Deferred income tax assets and liabilities are comprised of:

                                                     DECEMBER 31,
                                                  -----------------
                                                    2001     2000
                                                  -------   -------
     DEFERRED INCOME TAX ASSETS
         Accrued liabilities and deferred income   $   20   $   --
         Provision for doubtful accounts               74       40
                                                   ------   ------
     Deferred income tax assets                        94       40
                                                   ------   ------

     DEFERRED INCOME TAX LIABILITIES
         Depreciation and amortization              5,805    5,199
         Other                                         50       --
                                                   ------   ------
     Deferred income tax liabilities                5,855    5,199
                                                   ------   ------
     NET DEFERRED INCOME TAX LIABILITY             $5,761   $5,159
                                                   ======   ======

<Caption>

     The Company's effective income tax rate for continuing operations differs
     from the U.S. federal statutory rate as follows:

                                                                                              PERIOD FROM
                                                                                             JUNE 24, 1999
                                                                                              (INCEPTION)
                                                                                                THROUGH
                                                                       DECEMBER 31,           DECEMBER 31,
                                                                --------------------------- -----------------
                                                                    2001          2000            1999
                                                                ------------- ------------- -----------------
<S>                                                                    <C>           <C>               <C>
     Federal statutory rate                                            35.0%         35.0%             35.0%
     State and local income taxes                                       2.5%          2.5%              2.1%
     Income taxed directly to shareholders                             (35%)         (35%)             (35%)
                                                                ------------- ------------- -----------------

                                                                        2.5%          2.5%              2.1%
                                                                ============= ============= =================
</Table>

                                     *******


                                      F-14
<Page>


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       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
               JP Morgan Chase Bank (as sucessor to 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 JP Morgan Chase Bank (as sucessor to 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 2001-1 Indenture Supplement between the Company and
               JP Morgan Chase Bank (as sucessor to The Chase Manhattan Bank),
               as Indenture Trustee, dated as of October 25, 2001.
     4.4       Form of Series 2001-1 Notes (included in Exhibit 4.3).
     4.5       Series 1999-2 Indenture Supplement between the Company and
               JP Morgan Chase Bank (as sucessor to The Chase Manhattan Bank),
               as Indenture Trustee, dated as of October 28, 1999.
     4.6       Form of Series 1999-2 Notes (included in Exhibit 4.5).
     4.7       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
               JP Morgan Chase Bank (as sucessor to The Chase Manhattan Bank),
               as Administrative Agent and Indenture Trustee, dated as of
               October 28, 1999.
     4.8       Form of Series 1999-3 Notes (included in Exhibit 4.7).
     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


                                       G-1
<Page>

               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).
     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 JP Morgan Chase Bank (as
               sucessor to 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 JP Morgan Chase Bank (as
               sucessor to 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.
     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.


                                      G-2