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

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FORM 10-K

|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2003
|OR                                         
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from  to         

COMMISSION FILE NO. 333-40708-02

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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)940 RIDGEBROOK ROAD
SPARKS, MARYLAND(Address of principal executive office)

21152(Zip Code)(410) 771-1900(Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:NoneSECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:None


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

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

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



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D. L. Peterson Trust

TABLE OF CONTENTS

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

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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 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
("Cendant"). All assets and liabilities were recorded by DLPT at fair value as of March 1, 2001. No significant adjustments were made by DLPT.

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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 $120 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 $120 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 (formerly known as Greyhound Funding LLC)
("Chesapeake"). Raven retained the Excess Fleet Receivable SUBI Certificate and the UTI Certificate. As of December 31, 2003, 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, issuing preferred membership interests, and acquiring and holding the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate.

The
Lease SUBI Certificate and the Fleet Receivable SUBI Certificate held by Chesapeake represent an indirect beneficial ownership interest in the leases and vehicles allocated to the Lease SUBI and
the fleet management receivables allocated to the Fleet Receivable SUBI. In order to protect against the risk that certain liens of third-party creditors of ours or others in the assets allocated to
the Lease SUBI and the Fleet Receivable SUBI could take priority over Chesapeake's interests and those of its indenture trustee in these assets, we have issued a guaranty in favor of the indenture
trustee for the benefit of the Chesapeake noteholders and the holders of Chesapeake's preferred membership interests. The guaranty guarantees the payment of the full amount payable to or for the
benefit of the Chesapeake noteholders of each series of its notes, and the payment of dividends on, and the redemption price of, each series of its preferred membership interests. The guaranty is
secured by a first priority security interest in all of the vehicles and other assets allocated to the Lease SUBI and the Fleet Receivable SUBI held by us from time to time.

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.

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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

The selected financial data set forth below as of December 31, 2003, 2002, 2001, 2000 and 1999 and for the years ended December 31, 2003, 2002, 2001 and 2000 and
the period from June 30, 1999 (date of reconstitution) through December 31, 1999 have been taken from and should be read in conjunction with our audited financial statements.

|                       |                | Year Ended
December 31,                                                  |   | Period from June 30, 1999 (date of reconstitution) through December 31, |           
|---------------------- | -------------- | ------------------------------------------------------------------------ | - | ----------------------------------------------------------------------- | ----------
|
|Results of Operations: |                |                                                                          |   |                                                                         |           
|                       | Revenues:      |                                                                          |   |                                                                         |           
|                       |                | Leasing revenue                                                          |   | $                                                                       | 1,191,489 
|                       | Expenses:      |                                                                          |   |                                                                         |           
|                       |                | Depreciation on leased vehicles                                          |   |                                                                         | (1,066,107
|                       |                | Payment of special unit of beneficial interest in leases (related party) |   |                                                                         | (125,382  
|                       |                |                                                                          |   |                                                                         |           
|                       | Total Expenses |                                                                          |   | (1,191,489                                                              | )         
|                       |                |                                                                          |   |                                                                         |           
|                       | 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) |                                      
|                    |                                                                               |                                      

In
presenting the financial data above in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein.
Estimates by their

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nature,
are based on judgment and available information. Accordingly, actual results could differ from those estimates.

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

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

We
are a limited purpose 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 2003 decreased by $6.9 million compared to 2002. 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 2003 increased primarily as a result of a decrease in the average original lease term. Payment of special unit of beneficial interest in leases (related party) for 2003,
decreased due to lower interest rates billed on leases.

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 higher original cost of leases billed and a higher number of leases billed in 2002. Payment of special unit of beneficial interest in
leases (related party) for 2002, 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 billing experience, in each case for leases and fleet management receivables
that are of the same type as allocated to the Lease SUBI and the Fleet Receivable SUBI.

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, 1999 through December 31, 2003. 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                                |  | 0.47                    | %
|60 days or more                           |  | 2.78                    | %
|                                          |  |                         |  
|Total 30 or more days delinquent          |  | 3.25                    | %
|                                          |  |                         |  

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Total delinquencies for 2003 remained below 5% of total billings, which is consistent with the performance of the portfolio over the last several years.
Delinquencies of 30-59 days decreased for 2003 to 0.47% from 1.13% for 2002. Delinquencies of 60 days or more decreased to 2.78% of total billings in 2003 compared to 2.96%
of total billings in 2002. Each of these decreases is due to successful collection efforts and a reduced number of new bankruptcies during 2003. Management is not aware of any factors, which would
negatively impact delinquencies in 2004 beyond historical levels.

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Loss and Recovery Experience

The following table sets forth loss and recovery experience data with respect to VMS' leases and fleet management receivables for the years ended December 31, 1999
through December 31, 2003. 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)                         |  | $                       | 3,356,979
|                                                           |  |                         |          
|Total billings for period                                  |  | $                       | 2,246,874
|                                                           |  |                         |          
|Gross losses (2)                                           |  |                         | 155      
|Recoveries (3)                                             |  |                         | 61       
|                                                           |  |                         |          
|Net losses                                                 |  | $                       | 216      
|                                                           |  |                         |          
|Net losses as percentage of ending dollar amount of leases |  |                         | 0.01     
|Net losses as percentage of total billings for period      |  |                         | 0.01     

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Net losses as a percentage of ending dollar amount of leases decreased to 0.01% in 2003 from 0.02% in 2002 due to lower losses from bankruptcies in 2003. Net
losses as a percentage of total billings decreased from 0.03% for 2002 to 0.01% in 2003 for the same reason.

Gross
losses with respect to bankrupt obligors generally are not recognized by VMS until it receives payment upon the confirmation of the plan of reorganization of the bankrupt obligor and receives
any terminal rental adjustment payments that may be applied to satisfy outstanding obligations 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. The
principal amount outstanding under all leases where the related vehicle was repossessed was immaterial for each of the last five years.

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Residual Value Loss Experience

The following table sets forth residual value loss experience data for VMS' closed-end leases for the years ended December 31, 1999 through
December 31, 2003. 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            |  |                         | 2,935 
|Number of sold vehicles                                             |  |                         | 3,303 
|Full termination ratio (1)                                          |  |                         | 112.54
|Total loss on sold vehicles (2)                                     |  | $                       | (390  
|Average loss per sold vehicles (3)                                  |  | $                       | (118  
|Loss as a percentage of stated residual values of sold vehicles (4) |  |                         | (1.40 

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Total residual value losses increased $343 to $390 for 2003 from $47 for 2002 and the total number of vehicles sold decreased 6.2%. The average loss per vehicle
sold increased to $118 per unit for 2003 from $13 per unit for 2002. The increase in residual value losses during 2003 is due to lower used car values resulting from higher volumes of used cars
available in the used car marketplace.

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, 1999 through
December 31, 2003.

|                                                              |  | Year Ended December 31, |          
|------------------------------------------------------------- |  | ----------------------- | ---------
|
|Dollar amount of conversions for period (1)                   |  | $                       | 304      
|Ending dollar amount of leases (2)                            |  |                         | 3,356,979
|Conversions as a percentage of ending dollar amount of leases |  |                         | 0.01     

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Total conversions of floating rate leases to fixed rate leases were approximately $304 for 2003 compared with $5.4 million for 2002. Conversions of
floating rate to fixed rate leases were lower in 2003 compared to 2002 due to a continued decline in interest rates experienced during 2003. 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.

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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, 1999 through December 31, 2003.
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 increased to $977 million for 2003 compared to $911 million for 2002. The primary factor for this increase was an increase
in fuel and maintenance billings partially offset by a decrease in billings for company-owned vehicles, which are purchased directly for customers.

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 18, 2003 (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 $144.9 million as of that date because such vehicles are not yet subject to a lease. For the purposes of preparing the following tables, we assumed the
original term of each lease to be the period over which the related vehicle is scheduled to be depreciated.

Composition of Leases

|Aggregate Unit Balance of Leases                                                            |  | $3,084,876,855.03     
|------------------------------------------------------------------------------------------- |  | ----------------------
|Number of Leases                                                                            |  | 210,789               
|Average Unit Balance                                                                        |  | $14,634.90            
|Range of Unit Balances                                                                      |  | $0.92 to $1,051,864.69
|Aggregate Unit Balance of Open-End Leases                                                   |  | $2,996,731,333.17     
|Aggregate Unit Balance of Floating Rate Leases                                              |  | $2,404,516,075.92     
|Aggregate Lease Balance of CP Rate Index Floating Rate Leases *                             |  | $2,269,436,756.15     
|Weighted Average Spread Over CP Rate                                                        |  | 0.336%                
|Range of Spreads Over CP Rate                                                               |  | 0.000% to 3.000%      
|Aggregate Unit Balance of Floating Rate Leases Indexed to Floating Rates Other Than CP Rate |  | $135,079,319.77       
|Aggregate Unit Balance of Fixed Rate Leases                                                 |  | $680,360,779.11       
|Weighted Average Fixed Rate                                                                 |  | 4.598%                
|Range of Fixed Rates                                                                        |  | 0.000% to 42.071%     
|Weighted Average Original Lease Term                                                        |  | 61.66 months          
|Range of Original Lease Terms                                                               |  | 3 to 132 months       
|Weighted Average Remaining Term                                                             |  | 41.21 months          
|Range of Remaining Terms                                                                    |  | 0 to 119 months       
|Aggregate Unit Balance of Closed-End Leases                                                 |  | $88,145,521.86        
|Average Unit Balance of Closed-End Leases                                                   |  | $15,334.99            
|Range of Unit Balances of Closed-End Leases                                                 |  | $381.39 to $457,709.50
|Average Stated Residual Value of Leased Vehicles                                            |  | $8,976.96             

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Note: Dollars are stated in whole amounts.

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As of December 18, 2003, the aggregate lease balances of the leases allocated to the Lease SUBI with the lessee having the largest aggregate lease
balances was $143.0 million, the aggregate lease balances of the leases allocated to the Lease SUBI with the lessees having the five largest aggregate lease balances was $516.2 million
and the aggregate lease balances of the leases allocated to the Lease SUBI with the lessees having the ten largest aggregate lease balances was $823.1 million.

Change in Accounting Policy During 2003

Guarantees.On January 1, 2003, we adopted FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others," in its entirety. Such Interpretation elaborates on the disclosures to be made by a guarantor about its obligations under
certain guarantees issued. It also clarifies that a guarantor is required to recognize, at the inception of certain guarantees issued or modified after December 31, 2002, a liability for the
fair value of the obligation undertaken in issuing the guarantee. The impact of adopting this Interpretation was not material to our results of operations or financial position.

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.

ITEM 9A. CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures.DLPT's management, with the participation of DLPT's Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of DLPT's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, DLPT's Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of such period, DLPT's disclosure controls and procedures are effective.

(b)Internal Control Over Financial Reporting.There have not been any changes in DLPT's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during DLPT's fiscal fourth quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.

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.

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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 10, 2004:

|Title of Class                         |  | Name and Address
of Beneficial Owner                              |  | Percent of Class
|-------------------------------------- |  | ----------------------------------------------------------------- |  | ----------------
|1999-1A Sold SUBI Certificate          |  | Chesapeake Funding LLC
940 Ridgebrook Road
Sparks, Maryland 21152 |  | 100%            
|Class X 1999-1B Sold SUBI Certificates |  | Chesapeake Funding LLC
940 Ridgebrook Road
Sparks, Maryland 21152 |  | 100%            
|Class Y 1999-1B Sold SUBI Certificates |  | Raven Funding LLC
940 Ridgebrook Road Sparks,
Maryland 21152      |  | 100%            
|UTI Certificate                        |  | Raven Funding LLC
940 Ridgebrook Road
Sparks, Maryland 21152      |  | 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.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

As an indirect subsidiary of Cendant, the audit committee of Cendant also serves certain audit committee functions for our Company.

Principal Accounting Firm Fees.Cendant pays fees billed by our auditors for services provided to us. Set forth below are fees for the
years ended December 31, 2003 and 2002.

Audit Fees.The aggregate fees billed for the audit of the Company's financial statements for the fiscal years ended December 31,
2003 and 2002 and for other attest services primarily related to financial accounting consultations, comfort letters and consents related to registration statements filed with the
Securities and Exchange Commission and agreed-upon procedures were $335,000 and $37,000 respectively.

Pre-approval Policies and Procedures.The information required by Item 14 of this Form 10-K regarding the
audit committee's pre-approval policies and the procedures regarding the engagement of the auditors is incorporated herein by reference from Cendant Corporation's Definitive Proxy
Statement filed on Schedule 14A on March 1, 2004 under the section title "Ratification of Appointment of Auditors."

PART IV

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.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

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

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

|Signature                                   |  | Title                                                 |  | Date          
|------------------------------------------- |  | ----------------------------------------------------- |  | --------------
|                                            |  |                                                       |  |               
|/s/George J. Kilroy(George J. Kilroy)       |  | Chief Executive OfficerRaven Funding LLC             |  | March 10, 2004
|/s/Neil J. Cashen(Neil J. Cashen)           |  | Chief Financial Officer and ManagerRaven Funding LLC |  | March 10, 2004
|/s/Bradley J. Howatt(Bradley J. Howatt)     |  | Chief Accounting OfficerRaven Funding LLC            |  | March 10, 2004
|/s/Christopher T. Burt(Christopher T. Burt) |  | ManagerRaven Funding LLC                             |  | March 10, 2004
|/s/Bernard J. Angelo(Bernard J. Angelo)     |  | ManagerRaven Funding LLC                             |  | March 10, 2004
|/s/Joseph W. Weikel(Joseph W. Weikel)       |  | General Counsel and ManagerRaven Funding LLC         |  | March 10, 2004

12

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INDEX TO FINANCIAL STATEMENTS

|                                                                                                |  | Page
|----------------------------------------------------------------------------------------------- |  | ----
|Independent Auditors' Report                                                                    |  | F-2 
|Statements of Operations and Trust Equity for the years ended December 31, 2003, 2002, and 2001 |  | F-3 
|Balance Sheets as of December 31, 2003 and 2002                                                 |  | F-4 
|Notes to Financial Statements                                                                   |  | F-5 

F-1

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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, 2003 and 2002, and the related
statements of operations and trust equity for each of the three years in the period ended December 31, 2003. 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, the financial statements referred to above present fairly, in all material respects, the financial position of the Trust as of December 31, 2003 and 2002, and the results of its
operations for each of the three years in the period ended December 31, 2003, 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 LLPBaltimore, Maryland
March 3, 2004 | 
|---------------------------------------------------------- | 

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 (RELATED PARTY)



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



F-7

---

4.     NET INVESTMENT IN LEASES AND LEASED VEHICLES



2003

2002Original cost (*)

$
6,369,492

$
6,348,112Accumulated depreciation


(3,192,207
)

(3,058,639
)$
3,177,285

$
3,289,473




2003

2002Original cost (*)

$
156,628

$
169,470Accumulated depreciation


(45,599
)

(59,044
)$
111,029

$
110,426




F-8

---



December 31,2003

2002Vehicles under open-end operating leases

$
6,369,492

$
6,348,112Vehicles under closed-end operating leases


156,628


169,470Vehicles held for sale


13,100


26,0346,539,220


6,543,616Less accumulated depreciation


(3,237,806
)

(3,117,683
)3,301,414


3,425,933Gross receivables under direct financing leases


61,461


65,926Unearned income


(5,896
)

(6,323
)Total

$
3,356,979

$
3,485,536




Operating
Leases

Financing
Leases

Total2004

$
1,155,177

$
25,627

$
1,180,8042005


960,448


18,696


979,1442006


651,576


9,057


660,6332007


317,293


2,045


319,3382008


108,274


140


108,414Thereafter


108,646





108,646Total

$
3,301,414

$
55,565

$
3,356,979




December 31,2003

2002

2001Operating Leases

$
1,153,741

$
1,160,772

$
1,178,859Direct financing leases (primarily interest)


37,748


37,629


32,268Total

$
1,191,489

$
1,198,401

$
1,211,127


5.     RELATED PARTY TRANSACTIONS



F-9

---

6.     COMMITMENTS AND CONTINGENCIES



*
* * *

F-10

---



|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 the Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on June 30, 2000.                                                                                                                     
|3.2         |  | Amendment No. 1, dated as of June 18, 2003, to the 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 3.8 to the Amendment to the Registration Statement on Form S-1 (File No. 333-103678-01) filed with the Securities and Exchange
Commission on August 1, 2003.                                             
|3.3         |  | 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 the
Registration Statement on Form S-1 (File No. 333-40708) filed with the Securties and Exchange Commission on June 30, 2000.                                                                                                                                                                                                 
|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 the Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission
on March 19, 2001.                                                      
|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 the Registration Statement on Form S-1 (File No.
333-40708) filed with the Securities and Exchange Commission on March 19, 2001.
|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 the Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange
Commission on September 26, 2001.                                                   
|4.4         |  | Amendment No. 1, dated as of June 18, 2003, to 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 Services, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee, incorporated by reference to Exhibit 10.4 to the Amendment to the Registration Statement on Form S-1 (File No. 333-103678-01)
filed with the Securities and Exchange Commission on August 1, 2003.   
|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
the Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on September 26, 2001.                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

G-1

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|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 the Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on March 19, 2001.                                                      
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 the Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on March 19,
2001.
|10.4  |  | Guarantee of PHH Corporation, dated as of October 25, 2001, incorporated by reference to Exhibit 10.4 of the Annual Report filed with the Securities and Exchange Commission on March 29, 2002.                                                                                                                                                                                                                                                                            
|10.5  |  | Guarantee of Avis Group Holdings, Inc. (formerly known as Avis Rent-A-Car, Inc.), dated October 28, 1999, incorporated by reference to Exhibit 10.16 to the Amendment to the Registration Statement on Form S-1 (File
No. 333-40708) filed with the Securities and Exchange Commission on July 10, 2001.                                                                                                                                                                   
|10.6  |  | Guaranty of D.L. Peterson Trust, dated June 18, 2003, incorporated by reference to Exhibit 10.17 to the Amendment to the Registration Statement on Form S-1 (File No. 333-103678-01) filed with the Securities and
Exchange Commission on August 1, 2003.                                                                                                                                                                                                                  
|10.7  |  | 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 the
Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on September 26, 2001.                                                                                                                     
|10.8  |  | 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 the Registration
Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on September 26, 2001.                                                                                                                                   
|10.9  |  | 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 (File
No. 333-40708) filed with the Securities and Exchange Commission on September 26, 2001.                                                                                                                                                                      
|10.21 |  | Security Agreement, dated as of June 18, 2003, between D.L. Peterson Trust and JPMorgan Chase Bank, as indenture trustee, incorporated by reference to Exhibit 10.21 to the Amendment to the Registration Statement
on Form S-1 (File No. 333-103678-01) filed with the Securities and Exchange Commission on August 1, 2003.                                                                                                                                              
|31.1  |  | Certification of Chief Executive Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                  
|31.2  |  | Certification of Chief Financial Officer pursuant to Rules 13(a)-14(a) and 15(d)-14(a) promulgated under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                  
|32    |  | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                   

G-2

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