---

---

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

---

FORM 10-KANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2002.
Commission File No. 333-40708-02

---

D. L. Peterson Trust(Exact name of Registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

11-3499573(I.R.S. Employer
Identification Number)307 International Circle
Hunt Valley, Maryland(Address of principal executive office)

21030(Zip Code)(410) 771-1900(Registrant's telephone number, including area code)


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/

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

---

---

---



D. L. Peterson Trust  TABLE OF CONTENTS

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

2

---



D. L. PETERSON TRUST

Forward-Looking Statements

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

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



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

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

PART I

ITEM 1. BUSINESS

Except as expressly indicated or unless the context otherwise requires, the "Trust", "DLPT", "we", "our" or "us" means D. L. Peterson Trust, a Delaware
statutory trust.

D.
L. Peterson Trust ("DLPT") was originally established by PHH Vehicle Management Services, LLC ("VMS"), previously a wholly-owned subsidiary of Avis Group Holdings, Inc. ("Avis") as a
Maryland common law trust and was reconstituted on June 30, 1999 as a Delaware statutory trust. We were organized under Chapter 38 of the Delaware Statutory Trust Act and our trustees are VMS
and Wilmington Trust Company. We were established to hold title to vehicles and to be the lessor in vehicle leases that are subject to various securitizations. We reduce the costs and administrative
burden associated with securitizations by eliminating the time and expense of retitling vehicles upon transfers or assignments of ownership of the vehicles and security.

On
March 1, 2001, Avis was acquired by PHH Corporation. As a result, VMS is now a wholly-owned subsidiary of PHH Corporation, which itself is a wholly-owned subsidiary of Cendant Corporation.
All assets and liabilities were recorded by DLPT at fair value as of March 1, 2001. No significant adjustments were made by DLPT.

3

---

We
issued a certificate (the "Lease SUBI Certificate") representing a special unit of beneficial interest in certain leases (the "Lease SUBI") and two certificates representing a special unit of
beneficial interest in certain fleet management receivables (the "Fleet Receivable SUBI") to Raven Funding LLC ("Raven"). The Lease SUBI represents a beneficial ownership in the leases, vehicles and
paid-in-advance vehicles owned by DLPT. One of the certificates representing an interest in the Fleet Receivable SUBI
represents an amount up to $80 million (the "Fleet Receivable SUBI Certificate") and the other certificate representing an interest in the Fleet Receivable SUBI represents the amount of fleet
management receivables in excess of $80 million (the "Excess Fleet Receivable SUBI Certificate"). We also issued to Raven a certificate (the "UTI Certificate") representing beneficial ownership
in all of our assets not allocated to the Lease SUBI or the Fleet Receivable SUBI (the "UTI"). Raven transferred the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate to Chesapeake
Funding LLC ("Chesapeake"). Raven retained the Excess Fleet Receivable SUBI Certificate and the UTI Certificate. As of December 31, 2002, no assets were assigned to the UTI Certificate.

Raven
is a special purpose limited liability company established under the laws of the State of Delaware. The sole member of Raven is VMS. The business activities of Raven are limited primarily to
acting as the successor settlor and our initial beneficiary. Chesapeake is a special purpose limited liability company organized under the laws of the State of Delaware. The sole common member of
Chesapeake is Raven.

Chesapeake
was formed for the purpose of issuing indebtedness and preferred membership interests and acquiring and holding the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate. VMS
acts as servicer of the leases, vehicles and receivables which we own pursuant to a servicing agreement dated as of June 30, 1999 (the "Servicing Agreement"). VMS's 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 our leases, fleet management receivables and other assets, (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 to leases, (xi) amending payment due dates and making other modifications to the leases,
(xii) approving vehicle repairs and (xiii) accounting for collections.

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.

4

---

PART II

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

All of the equity interests issued by us are owned by Raven and Chesapeake. Accordingly, there is no public trading market for such equity interests.

ITEM 6. SELECTED FINANCIAL DATA

|                      |                | Year Ended
December 31,                                                  |   | Period from
June 30, 1999
(date of
reconstitution)
through
December 31, |           
|--------------------- | -------------- | ------------------------------------------------------------------------ | - | ----------------------------------------------------------------------- | ----------
|
|Results of Operations |                |                                                                          |   |                                                                         |           
|                      | Revenues:      |                                                                          |   |                                                                         |           
|                      |                | Leasing revenue                                                          |   | $                                                                       | 1,198,401 
|                      | Expenses:      |                                                                          |   |                                                                         |           
|                      |                | Depreciation on leased vehicles                                          |   |                                                                         | (1,046,244
|                      |                | Payment of special unit of beneficial interest in leases (related party) |   |                                                                         | (152,157  
|                      | Total expenses |                                                                          |   | (1,198,401                                                              | )         
|                      |                |                                                                          |   |                                                                         |           
|                      | Net income     |                                                                          | $ |                                                                        |           
|                      |                |                                                                          |   |                                                                         |           

|                   |                                                                               | As of
December 31,                   
|------------------ | ----------------------------------------------------------------------------- | -------------------------------------
|
|Financial Position |                                                                               |                                      
|                   | Net investment in leases and leased vehicles:                                 |                                      
|                   |                                                                               | Vehicles under operating leases      
|                   |                                                                               | Investment in direct financing leases
|                   |                                                                               | Vehicles held for resale             
|                   |                                                                               |                                      
|                   | Total assets                                                                  |                                      
|                   |                                                                               |                                      
|                   | Liability under special unit of beneficial interest in leases (related party) |                                      
|                   |                                                                               |                                      

5

---

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

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

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.

We
are a limited purpose Delaware statutory trust. Accordingly, our activities are limited to acquiring vehicles and fleet management receivables, originating leases and issuing certificates
representing beneficial interests in our assets. VMS acts as the servicer of our vehicles, leases and receivables.

Leasing
revenues for 2002 decreased by $12.7 million compared to 2001. Leasing revenues contain a depreciation component, an interest component and a monthly management fee component. The
decrease in leasing revenue was attributable to a lower interest component, resulting from a decline in interest rates, partially offset by a higher depreciation component billed on leases.
Depreciation expense for 2002 increased primarily as a result of original cost of leases billed and the number of leases billed. Payment of special unit of beneficial interest in leases (related
party) for 2002, decreased due to lower interest rates billed on leases.

Leasing
revenues for 2001 increased by $22.8 million compared to 2000. Leasing revenues contain a depreciation component, an interest component and a monthly management fee component. The
increase in leasing revenue was the result of a higher depreciation component billed on leases, partially offset by a lower interest component. Depreciation expense for 2001 increased as a result of
higher original cost of leases billed and an increase in number of leases billed. Payment on special unit of beneficial interest in leases (related party) for 2001, decreased due to lower interest
rates billed on leases.

The
principal source of our revenue is payments received on the leases originated by VMS. Set forth below is certain historical data with respect to delinquency experience, loss and recovery
experience, residual value loss experience, conversions of floating rate leases to fixed rate leases, and fleet management receivable billing experience, in each case for leases and fleet management
receivables that are of the same type as allocated to the Lease SUBI (which is a special unit of beneficial interest in certain leases and vehicles) and the Fleet Receivable SUBI (which is a special
unit of beneficial interest in certain fleet management receivables).

6

---

Delinquency Experience

The following table sets forth delinquency experience data with respect to aggregate billings of lease payments for all of VMS' leases and fleet management receivables for the
years ended December 31, 2002 through December 31, 1998. These leases and fleet management receivables are of the same type as the leases allocated to the Lease SUBI and the fleet
management receivables allocated to the Fleet Receivable SUBI and do not include any other types of leases or fleet management receivables.

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

---

Total delinquencies for 2002 remained below 5% of total billings, which is consistent with the performance of the portfolio over the last several years.
Delinquencies of 30-59 days decreased for 2002 to 1.13% from 1.30% for 2001. Delinquencies of 60 days or more increased to 2.96% of total billings in 2002 compared to 2.93%
of total billings in 2001 due to the continuing effects of Chapter 11 bankruptcy filings of several customers and a lower level of billings partially offset by a decline in non-bankruptcy
delinquent receivables of 60 days or more from the comparable period in 2001.

7

---



Loss and Recovery Experience

The following table sets forth loss and recovery experience data with respect to VMS' leases and fleet management receivables for the years ended December 31, 2002
through December 31, 1998. These leases and fleet management receivables are of the same type as the leases allocated to the Lease SUBI and the fleet management receivables allocated to the
Fleet Receivable SUBI and do not include any other types of leases or fleet management receivables.

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

---

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

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

8

---

Residual Value Loss Experience

The following table sets forth residual value loss experience data for VMS' closed-end leases for the years ended December 31, 2002 through
December 31, 1998. These closed-end leases are of the same type as the closed-end leases allocated to the Lease SUBI and do not include any other types of
closed-end leases.

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

---

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

9

---

Conversions of Floating Rate Leases to Fixed Rate Leases

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

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

---

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

Fleet Management Receivable Billing Experience

The following table sets forth data for VMS' aggregate billings of fleet management receivables for the years ended December 31, 2002 through December 31, 1998.
These fleet management receivables are of the same type as the fleet management receivables allocated to the Fleet Receivable SUBI and do not include any other types of fleet management receivables.

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

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

10

---

Characteristics of Leases Allocated to Lease SUBI

The following table contains certain statistical information relating to the leases allocated to the Lease SUBI as of December 19, 2002 (the last Lease SUBI monthly
reporting period cutoff date during the fiscal year). The following information does not include vehicles ordered at the request of lessees party to a master lease agreement allocated to the Lease
SUBI, having an aggregate cost of $174,160,541 as of that date because such vehicles were not yet subject to a lease. For the purposes of preparing the following tables, we assumed the original term
of each lease to be the period over which the related vehicle is scheduled to be depreciated.

Composition of Leases

|Aggregate Unit Balance of Leases                                                            |  | $3,136,792,121.12    
|------------------------------------------------------------------------------------------- |  | ---------------------
|Number of Leases                                                                            |  | 210,961              
|Average Unit Balance                                                                        |  | $14,869.06           
|Range of Unit Balances                                                                      |  | $6.00 to $690,181.80 
|Aggregate Unit Balance of Open-End Leases                                                   |  | $3,043,807,390.01    
|Aggregate Unit Balance of Floating Rate Leases                                              |  | $2,379,269,962.40    
|Aggregate Lease Balance of CP Rate Index Floating Rate Leases                               |  | $2,303,129,174.20    
|Weighted Average Spread Over CP Rate                                                        |  | 0.342%               
|Range of Spreads Over CP Rate                                                               |  | 0.00% to 3.00%       
|Aggregate Unit Balance of Floating Rate Leases Indexed to Floating Rates Other Than CP Rate |  | $76,140,788.20       
|Aggregate Unit Balance of Fixed Rate Leases                                                 |  | $757,522,158.72      
|Weighted Average Fixed Rate                                                                 |  | 5.457%               
|Range of Fixed Rates                                                                        |  | 0.000% to 19.152%    
|Weighted Average Original Lease Term                                                        |  | 62.73 months         
|Range of Original Lease Terms                                                               |  | 6 to 132 months      
|Weighted Average Remaining Term                                                             |  | 43.07 months         
|Range of Remaining Terms                                                                    |  | 0 to 119 months      
|Aggregate Unit Balance of Closed-End Leases                                                 |  | $92,984,731.11       
|Average Unit Balance of Closed-End Leases                                                   |  | $13,241.92           
|Range of Unit Balances of Closed-End Leases                                                 |  | $54.98 to $545,002.83
|Average Stated Residual Value of Leased Vehicles                                            |  | $8,498.64            

Note:    Dollar amount are in whole amounts.

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

Recently Issued Accounting Pronouncements

Guarantees.In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others." Such interpretation elaborates on the disclosures to be made by a guarantor about its obligations under certain
guarantees issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.
The initial recognition

11

---

and measurement provisions of this interpretation apply to guarantees issued or modified after December 31, 2002. We will adopt these provisions on January 1, 2003. The disclosure
provisions of this interpretation are effective for financial statements with annual periods ending after December 15, 2002. We have applied the disclosure provisions of this interpretation as
of December 31, 2002, as required by this interpretation.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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 any officers or directors.

ITEM 11. EXECUTIVE COMPENSATION

Not applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is information regarding ownership of the equity interests issued by us as of March 15, 2002:

|Title of Class                         |  | Name and Address
of Beneficial Owner                                        |  | Percent of Class
|-------------------------------------- |  | --------------------------------------------------------------------------- |  | ----------------
|1999-1A Sold SUBI Certificate          |  | Chesapeake Funding LLC
307 International Circle
Hunt Valley, Maryland 21030 |  | 100%            
|Class X 1999-1B Sold SUBI Certificates |  | Chesapeake Funding LLC
307 International Circle
Hunt Valley, Maryland 21030 |  | 100%            
|Class Y 1999-1B Sold SUBI Certificates |  | Raven Funding LLC
307 International Circle
Hunt Valley, Maryland 21030      |  | 100%            
|UTI Certificate                        |  | Raven Funding LLC
307 International Circle
Hunt Valley, Maryland 21030      |  | 100%            

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

12

---

PART IV

ITEM 14. CONTROLS AND PROCEDURES

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

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

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

ITEM 15 (a)(1) FINANCIAL STATEMENTS

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

ITEM 15 (a)(3) EXHIBITS

See Exhibit Index commencing on page G-1 hereof.

ITEM 15 (b) REPORTS ON FORM 8-K

None.

13

---



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.

| |  | D. L. PETERSON TRUST                                                       
| |  | ---------------------------------------------------------------------------
| |  | By: Raven Funding LLC, solely as settlor of the D. L.
       Peterson Trust
| |  | By:                                                                        

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

|Signatures                                  |  | Title                                                                           |  | Date          
|------------------------------------------- |  | ------------------------------------------------------------------------------- |  | --------------
|                                            |  |                                                                                 |  |               
|/s/George J. Kilroy(George J. Kilroy)       |  | Manager, President and Chief Executive OfficerRaven Funding LLC                |  | March 10, 2003
|/s/Neil J. Cashen(Neil J. Cashen)           |  | Manager, Executive Vice President and Chief Financial OfficerRaven Funding LLC |  | March 10, 2003
|/s/Bradley J. Howatt(Bradley J. Howatt)     |  | Chief Accounting OfficerRaven Funding LLC                                      |  | March 10, 2003
|/s/Christopher T. Burt(Christopher T. Burt) |  | ManagerRaven Funding LLC                                                       |  | March 10, 2003
|/s/Bernard J. Angelo(Bernard J. Angelo)     |  | ManagerRaven Funding LLC                                                       |  | March 10, 2003
|/s/Joseph W. Weikel(Joseph W. Weikel)       |  | ManagerRaven Funding LLC                                                       |  | March 10, 2003
|/s/Duncan H. Cocroft(Duncan H. Cocroft)     |  | ManagerRaven Funding LLC                                                       |  | March 10, 2003

14

---



CERTIFICATIONS

I,
George J. Kilroy, certify that:









|Date: March 10, 2003 |  | By: | /s/George J. KilroyGeorge J. Kilroy
Chief Executive Officer and President
Raven Funding LLC
|-------------------- |  | --- | -------------------------------------------------------------------------------------------

15

---

I,
Neil J. Cashen, certify that:









|Date: March 10, 2003 |  | By: | /s/Neil J. CashenNeil J. Cashen
Chief Financial Officer
Raven Funding LLC
|-------------------- |  | --- | -------------------------------------------------------------------------

16

---



INDEX TO FINANCIAL STATEMENTS

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

F-1

---

INDEPENDENT AUDITORS' REPORT

To
the Trustees of 
D.L. Peterson Trust

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

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

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

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

/s/ DELOITTE & TOUCHE LLP

Baltimore, Maryland
January 29, 2003

F-2

---



D. L. Peterson Trust  STATEMENTS OF OPERATIONS AND TRUST EQUITY  (in thousands)

|                                  |                | Year Ended
December 31,                                                  |  
|--------------------------------- | -------------- | ------------------------------------------------------------------------ | -
|
|Revenues:                         |                |                                                                          |  
|                                  |                | Leasing revenue                                                          |  
|Expenses:                         |                |                                                                          |  
|                                  |                | Depreciation on leased vehicles                                          |  
|                                  |                | Payment on special unit of beneficial interest in leases (related party) |  
|                                  |                |                                                                          |  
|                                  | Total expenses |                                                                          |  
|                                  |                |                                                                          |  
|Net income                        |                | $                                                                        | 
|                                  |                |                                                                          |  
|Trust equity, beginning of period |                |                                                                          | 
|                                  |                |                                                                          |  
|Trust equity, end of period       |                | $                                                                        | 
|                                  |                |                                                                          |  

See
Notes to Financial Statements.

F-3

---



D. L. Peterson Trust  BALANCE SHEETS  (in thousands)

|                                   |                                                                            | As of
December 31,                   
|---------------------------------- | -------------------------------------------------------------------------- | -------------------------------------
|
|Assets:                            |                                                                            |                                      
|                                   | Net investment in leases and leased vehicles:                              |                                      
|                                   |                                                                            | Vehicles under operating leases      
|                                   |                                                                            | Investment in direct financing leases
|                                   |                                                                            | Vehicles held for sale               
|                                   |                                                                            |                                      
|Total assets                       |                                                                            | $                                    
|                                   |                                                                            |                                      
|Liabilities and trust equity       |                                                                            |                                      
|Liabilities                        |                                                                            |                                      
|                                   | Liability under special unit of beneficial interest leases (related party) |                                      
|                                   |                                                                            |                                      
|Total liabilities                  |                                                                            |                                      
|Trust equity                       |                                                                            |                                      
|                                   |                                                                            |                                      
|Total liabilities and trust equity |                                                                            | $                                    
|                                   |                                                                            |                                      

See
Notes to Financial Statements.

F-4

---



D. L. Peterson Trust  NOTES TO FINANCIAL STATEMENTS  (Unless otherwise noted, all amounts are in thousands)

1.    Summary of Significant Accounting Policies



F-5

---



F-6

---



2.    SPECIAL UNIT OF BENEFICIAL INTEREST IN FLEET RECEIVABLES



2002

2001Accounts receivable balance

$
109,833

$
146,584Allowance for doubtful accounts


(9,800
)

(7,359
)100,033


139,225Assignments under Fleet Receivable SUBI


(80,000
)

(80,000
)Assignments under Excess Fleet Receivable SUBI


(20,033
)

(59,225
)$


$





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



4.    NET INVESTMENT IN LEASES AND LEASED VEHICLES



F-7

---



2002

2001Original cost(*)

$
6,348,112

$
6,058,499Accumulated depreciation


(3,058,639
)

(2,926,838
)$
3,289,473

$
3,131,661




2002

2001Original cost(*)

$
169,470

$
209,020Accumulated depreciation


(59,044
)

(66,023
)$
110,426

$
142,997


---



F-8

---



Operating
Leases

Financing
Leases

Total2003

$
1,171,226

$
25,285

$
1,196,5112004


967,879


20,048


987,9272005


685,017


11,438


696,4552006


337,737


2,674


340,4112007


123,784


158


123,942Thereafter


140,290





140,290Total

$
3,425,933

$
59,603

$
3,485,536




December 31,2002

2001Vehicles under open-end operating leases

$
6,348,112

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


169,470


209,020Vehicles held for sale


26,034


35,7886,543,616


6,303,307Less accumulated depreciation


(3,117,683
)

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


3,310,446Gross receivables under direct financing leases


65,926


114,452Unearned income


(6,323
)

(10,978
)Total

$
3,485,536

$
3,413,920




December 31,2002

2001

2000Operating Leases

$
1,160,772

$
1,178,859

$
1,157,534Direct financing leases (primarily interest)


37,629


32,268


30,841$
1,198,401

$
1,211,127

$
1,188,375


5.    RELATED PARTY TRANSACTIONS



6.    COMMITMENTS AND CONTINGENCIES



*******

F-9

---



EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | 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 our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 30, 2000 (File No. 333-40708-02).                                                                                                                     
|3.2         |  | Origination Trust 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 10.4 to our
Registration Statement on Form S-1 filed with the Securties and Exchange Commission on June 30, 2000 (File No. 333-40708).                                                                                                                                                                                                    
|4.1         |  | 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 Amendment to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No.
333-40708-02).                                                      
|4.2         |  | 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 Amendment to our Registration Statement on Form S-1 filed with the Securities
and Exchange Commission on March 19, 2001 (File No. 333-40708-02).
|4.3         |  | 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 Amendment to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No.
333-40708-02).                                                   
|10.1        |  | 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 Amendment to our
Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708-02).                                                                                                                                                                                            
|10.2        |  | 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 Amendment to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No. 333-40708-02).                                                                                                                               
|10.3        |  | Amendment No. 1, dated as of October 28, 1999, to the Sold SUBI Supplement 1999-1 to the Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Wilmington Trust Company, as SUBI Trustee, Raven
Funding LLC and PHH Vehicle Management Services, LLC. Incorporated by reference to Exhibit 10.7 to the Amendment to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 19, 2001 (File No.
333-40708-02).                                                                         

G-1

---

|10.4 |  | Guarantee of PHH Corporation dated as of October 25, 2001. Incorporated by reference to Exhibit 10.4 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2002.                                                                                                                                              
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.5 |  | 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. 333-40708-02).                                                                                   
|10.6 |  | 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 Amendment to our
Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708-02).
|10.7 |  | 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 Amendment to our Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on September 26, 2001 (File No. 333-40708-02).              
|10.8 |  | 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 Amendment to our Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on September 26, 2001 (File No. 333-40708-02).                                                 
|99.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                           

G-2

---

QuickLinks