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

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CHESAPEAKE FUNDING LLC(Exact name of Registrant as specified in its charter)

DELAWARE(State or other jurisdiction
of incorporation or organization)

51-0391968(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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Chesapeake Funding LLC

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                                                               |  | 6   
|7    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 7   
|7A   |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 13  
|8    |  | Financial Statements and Supplementary Data                                           |  | 13  
|9    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  | 13  
|9A   |  | Controls and Procedures                                                               |  | 13  
|     |  | PART III                                                                              |  |     
|10   |  | Directors and Executive Officers of the Registrant                                    |  | 14  
|11   |  | Executive Compensation                                                                |  | 14  
|12   |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 15  
|13   |  | Certain Relationships and Related Transactions                                        |  | 15  
|14   |  | Principal Accounting Fees and Services                                                |  | 16  
|     |  | PART IV                                                                               |  |     
|15   |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |  | 16  
|     |  | Signatures                                                                            |  | 17  

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CHESAPEAKE FUNDING LLC

Forward-Looking Statements

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

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PART I

ITEM 1.    BUSINESS

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

Chesapeake
Funding LLC is a special purpose limited liability company, which was organized on June 24, 1999 as Greyhound Funding LLC under the laws of the State of Delaware. On April 25,
2002, the Company's name was changed to Chesapeake Funding LLC. The sole common member of Chesapeake is Raven Funding LLC ("Raven"), which itself is a special purpose limited liability company
established under the laws of the State of Delaware. The sole member of Raven is PHH Vehicle Management Services, LLC ("VMS"), a limited liability company and, from its date of organization until
March 1, 2001, a wholly-owned subsidiary of Avis Group Holdings, Inc. ("Avis").

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

We
were formed for the purpose of issuing indebtedness, issuing preferred membership interests, acquiring and holding a certificate (the "Lease SUBI Certificate") representing a special unit of
beneficial interest in certain leases (the "Lease SUBI"), and acquiring and holding a certificate (the "Fleet Receivable SUBI Certificate") representing a portion of a special unit of beneficial
interest in certain fleet management receivables (the "Fleet Receivable SUBI" and together with the Lease SUBI, the "SUBIs") owned by D.L. Peterson Trust ("DLPT"). DLPT is a Delaware statutory trust
established by VMS in order to administer the titling and to act as the lessor of the vehicles in connection with the financing and transfer of vehicles subject to leases. The Lease SUBI is a
beneficial ownership interest in the leases, vehicles and paid-in-advance vehicles owned by DLPT. The Fleet Receivable SUBI is a beneficial interest in the fleet management
receivables owned by DLPT which entitles us to receive up to $120 million a month of the collections received in respect of the fleet management receivables.

We
do not have a direct 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 DLPT or others in the assets allocated to the Lease SUBI and the Fleet Receivable SUBI could take priority over our interests and those
of the indenture trustee for our notes in these assets, DLPT has issued a guaranty in favor of the indenture trustee for the benefit of the noteholders and the holders of our preferred membership
interests. The guaranty guarantees the payment of the full amount payable to or for the benefit of the noteholders of each series of notes, and the payment of dividends on, and the redemption price
of, each series of preferred membership interests issued by us. 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 DLPT from time to time.

VMS
acts as servicer of the assets held by DLPT, including the assets allocated to the Lease SUBI and the Fleet Receivable SUBI. In its role as servicer, VMS will maintain all property, equipment and
employees required to perform the servicing activities. The Fleet Receivable SUBI Certificate and the Lease SUBI Certificate were issued by DLPT to Raven, which were then contributed to Chesapeake by
Raven.

At
December 31, 2003, the principal balance of the leases and vehicles allocated to the Lease SUBI was approximately $3.4 billion and the principal balance of the fleet management
receivables represented by our interest in the Fleet Receivables SUBI was $91.5 million. The leases and related vehicles allocated to the Lease SUBI are open-end and
closed-end leases of cars, trucks and other motorized vehicles or equipment. As of December 31, 2003, approximately 97% of the leases were open-end leases and
approximately 85% of the vehicles subject to the leases were cars and light-duty trucks. The lessees under

3

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the
leases and the obligors under the fleet management receivables allocated to the SUBIs are primarily companies which have greater than 100 fleet vehicles under lease and/or management.

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

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

VMS
acts as the servicer of the DLPT leases, vehicles and receivables in which we have invested through our acquisition of the SUBIs pursuant to a Servicing Agreement, dated as of June 30, 1999
(the "Servicing Agreement"). VMS' servicing duties include, among other things, (i) contacting potential lessees, (ii) evaluating the creditworthiness of potential lessees,
(iii) negotiating lease agreements, (iv) collecting and posting payments on the leases, fleet management receivables and any other assets of DLPT, (v) responding to inquiries of
lessees, (vi) investigating and resolving delinquencies, (vii) sending payment statements and reporting tax information to lessees, (viii) disposing of returned vehicles,
(ix) paying the costs of disposition of vehicles related to charged-off leases and vehicles rejected by the lessees, (x) administering the leases, (xi) amending
payment due dates and making other
modifications to the leases, (xii) approving vehicle repairs, and (xiii) accounting for collections. VMS as servicer is entitled to receive a servicing fee for its services under the
Servicing Agreement equal to 0.215% per annum of the principal balance of the leases allocated to the Lease SUBI. VMS, as administrator, is also entitled to receive a monthly fee for its services in
an amount equal to 0.01% per annum of our assets.

ITEM 2.    PROPERTIES

We do not own or lease any real property.

ITEM 3.    LEGAL PROCEEDINGS

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

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

Not applicable.

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PART II

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

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

(b)Recent Sales of Unregistered Securities.

On
July 31, 2003, we sold our Series 2001-1A Senior Preferred Membership Interests (the "Series 2001-1A PMIs") having an aggregate liquidation preference
of $88,536,603 to a subsidiary of Raven which financed its purchase of the Series 2001-1A PMIs by issuing its own asset-backed notes and senior preferred membership interests. The
net proceeds of the Series 2001-1A PMIs were $88,536,603 after deduction of fees and expenses. The proceeds were used to redeem our original series 2001-1 PMIs
having an aggregate stated liquidation value of $72,587,142. The sale of the Series 2001-1A PMIs to the subsidiary of Raven was exempt from registration under the Securities Act of
1933, as amended (the "Securities Act") pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

On
July 31, 2003, we sold our Series 2002-1A Senior Preferred Membership Interests (the "Series 2002-1A PMIs") having an aggregate liquidation preference
of $76,731,723 to a subsidiary of Raven which financed its purchase of the Series 2002-1A PMIs by issuing its own asset-backed notes and senior preferred membership interests. The
net proceeds of the Series 2002-1A PMIs were $76,731,723 after deduction of fees and expenses. The proceeds were used to redeem our original series 2002-1 PMIs
having an aggregate stated liquidation value of $62,908,543. The sale of the Series 2002-1A PMIs to the subsidiary
of Raven was exempt from registration under the Securities Act pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

On
July 31, 2003, we sold our Series 2002-2A Senior Preferred Membership Interests (the "Series 2002-2A PMIs") having an aggregate liquidation preference
of $57,305,649 to a subsidiary of Raven which financed its purchase of the Series 2002-2A PMIs by issuing its own asset-backed notes and senior preferred membership interests. The
net proceeds of the Series 2002-2A PMIs were $57,305,649 after deduction of fees and expenses. The proceeds were used to redeem our series 2002-2 Class B
asset backed notes having an aggregate stated liquidation value of $44,900,000. The sale of the Series 2002-2A PMIs to the subsidiary of Raven was exempt from registration under the
Securities Act pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

On
August 14, 2003, we sold our Series 2003-1 Senior Preferred Membership Interests (the "Series 2003-1 PMIs") having an aggregate liquidation preference
of $45,551,409 to a subsidiary of Raven which financed its purchase of the Series 2003-1 PMIs by issuing its own asset-backed notes and senior preferred membership interests. The
net proceeds of the Series 2003-1 PMIs were $45,551,409 after deduction of fees and expenses. The sale of the Series 2003-1 PMIs to the subsidiary of Raven was
exempt from registration under the Securities Act pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

On
September 8, 2003, we sold our Series 1999-3A Senior Preferred Membership Interests (the "Series 1999-3A PMIs") having an aggregate liquidation
preference of $94,439,043 to a subsidiary of Raven which financed its purchase of the Series 1999-3A PMIs by issuing its own asset-backed notes and senior preferred membership
interests. The net proceeds of the Series 1999-3A PMIs were $94,439,043 after deduction of fees and expenses. The sale of the Series 1999-3A PMIs to the
subsidiary of Raven was exempt from registration under the Securities Act pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

On
November 19, 2003, we sold our Series 2003-2 Senior Preferred Membership Interests (the "Series 2003-2 PMIs") having an aggregate liquidation preference
of $45,551,409 to a subsidiary of Raven

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which
financed its purchase of the Series 2003-2 PMIs by issuing its own asset-backed notes and senior preferred membership interests. The net proceeds of the
Series 2003-2 PMIs were $45,551,409 after deduction of fees and expenses. The sale of the Series 2003-2 PMIs to the subsidiary of Raven was exempt from
registration under the Securities Act pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

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 24, 1999 (our inception) through December 31, 1999 have been taken or are derived from and should be read in conjunction with our audited financial statements.

|                       |                                                                                       | Year Ended December 31, |   | Period from
June 24, 1999
(inception)
through
December 31, |  
|---------------------- | ------------------------------------------------------------------------------------- | ----------------------- | - | ---------------------------------------------------------- | -
|
|
|Results of Operations: |                                                                                       |                         |   |                                                            |  
|                       | Income from investment in related party special unit of beneficial interest in leases |                         | $ | 125,382                                                    |  
|                       | Interest expense                                                                      |                         |   | (46,415                                                    | )
|                       | Interest expense on mandatorily redeemable preferred membership interest              |                         |   | (7,958                                                     | )
|                       | Service fees to related party                                                         |                         |   | (7,097                                                     | )
|                       |                                                                                       |                         |   |                                                            |  
|                       | Total expenses                                                                        |                         |   | (61,470                                                    | )
|                       | Interest income                                                                       |                         |   | 2,167                                                      |  
|                       |                                                                                       |                         |   |                                                            |  
|                       | Income before income taxes                                                            |                         |   | 66,079                                                     |  
|                       | Income tax provision                                                                  |                         |   | (1,708                                                     | )
|                       |                                                                                       |                         |   |                                                            |  
|                       | Income before cumulative effect of accounting change                                  |                         |   | 64,371                                                     |  
|                       | Cumulative effect of accounting change, net of tax                                    |                         |   |                                                           |  
|                       |                                                                                       |                         |   |                                                            |  
|                       | Net income                                                                            |                         | $ | 64,371                                                     |  
|                       |                                                                                       |                         |   |                                                            |  

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|                    |                                                                          | As of December 31,
|------------------- | ------------------------------------------------------------------------ | ------------------
|
|
|Financial Position: |                                                                          |                   
|                    | Cash and cash equivalents                                                |                   
|                    | Restricted cash                                                          |                   
|                    | Special unit of beneficial interest in fleet receivables (related party) |                   
|                    | Special unit of beneficial interest in leases (related party)            |                   
|                    | Total assets                                                             |                   
|                    | Medium-term notes                                                        |                   
|                    | Variable funding notes                                                   |                   
|                    | Mandatorily redeemable preferred membership interest                     |                   
|                    | Total liabilities                                                        |                   
|                    | Members' equity                                                          |                   
|                    | Total liabilities and members' equity                                    |                   

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 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 entity formed in June 1999. Our activities are limited to acquiring and holding an investment in the Lease SUBI (which is a special unit of beneficial interest in
certain leases and vehicles owned by DLPT) and a portion of the Fleet Receivable SUBI (which is a special unit of beneficial interest in certain fleet management receivables owned by DLPT), issuing
indebtedness and preferred membership interests to finance such investment and engaging in other activities that are related or incidental to the foregoing and necessary, convenient or advisable to
accomplish the foregoing. We do not conduct operating activities.

Income
from investment in related party special unit of beneficial interest in leases for 2003 decreased by $26.8 million to $125.4 million from $152.2 million in 2002. Such
decrease is a result of declines in the floating rate indices on which interest billings under the leases allocated to the Lease SUBI are based. Interest expense for 2003 decreased by
$17.4 million to $46.4 million from $63.8 million in 2002, as a result of decreases in commercial paper rates and LIBOR partially offset by an increase in deferred financing fee
amortization due to recent financings. Operating income for 2003 decreased by $17.0 million to $63.9 million from $80.9 million in 2002, as a result of increased deferred
financing fee amortization due to recent financings, a reclassification of interest expense on mandatorily redeemable preferred membership interests as a result of the adoption of SFAS 150 (see
"Changes in Accounting Policies During 2003" below) and smaller spreads between interest billed and interest expense for fixed rate leases.

Income
from investment in related party special unit of beneficial interest in leases for 2002 decreased by $61.9 million to $152.2 million from $214.1 million in 2001. Such decrease is a result of
declines in the floating rate indices on which interest billings under the leases allocated to the Lease SUBI are based.

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

The
principal source of our revenue is payments received on the Lease SUBI held by us. Set forth below is certain historical data with respect to delinquency experience, loss and recovery experience,
residual value loss experience, conversions of floating rate leases to fixed rate leases, and fleet management receivables billing experience, in each case for leases and fleet management receivables
that are of the same type as those allocated to the Lease SUBI and the Fleet Receivable SUBI.

Delinquency Experience

The following table sets forth delinquency 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.

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

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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.

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Conversions of Floating Rate Leases to Fixed Rate Leases

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

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.

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Characteristics of Leases Allocated to Lease SUBI

The following table contains certain statistical information relating to the leases allocated to the Lease SUBI as of December 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             

---

Note: Dollars are stated in whole amounts.

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.

Changes in Accounting Policies During 2003

Derivative Instruments and Hedging Activities.On July 1, 2003, we adopted Statement of Financial Accounting Standards ("SFAS")
No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." Such standard amends and clarifies the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." All derivatives are recorded
at fair value either as assets or liabilities. Changes in fair value of derivatives not designated as hedging instruments are recognized currently in earnings as a component of interest expense, based
upon

12

---

the
nature of the hedged item, in our results of operations. Amounts recognized during 2003, 2002 and 2001 were $2,996 gain, $1,805 loss and $2,818 gain, respectively.

Financial Instruments with Characteristics of Both Liabilities and Equity.On July 1, 2003 we adopted SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This standard addresses how certain financial instruments with characteristics of both liabilities
and equity should be classified and measured. As a result, on July 1, 2003, we reclassified our $232.3 million of PMIs from the equity section of our statement of financial position to
the liability section as mandatorily redeemable preferred membership interests. SFAS No. 150 precludes us from reclassifying prior period amounts. Accordingly, through June 30, 2003,
interest and dividends related to our PMIs were recorded as a reduction to member's equity; thereafter, such amounts are reflected within interest expense in our 2003 results of operations. We
recorded $7.7 million of 2003 amounts within interest expense in our 2003 results of operations. Interest and dividend distributions on the PMIs for the years ended December 31, 2003,
2002 and 2001 were $12.2 million, $11.0 million, and $14.0 million, respectively.

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

We use interest rate caps to manage and reduce the interest rate risk related specifically to our asset-backed debt. Interest rate risk is our only market exposure. We do not
engage in trading, market-making, or other speculative activities in the derivatives markets. We assess our interest rate risk based on changes in the interest rates utilizing a sensitivity analysis,
which measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in our asset-backed debt and interest rate caps. We used
December 31, 2003 interest rates to perform this sensitivity analysis. The estimates assume instantaneous, parallel shifts in interest rate yield curves. We have determined, through such
analyses, that the impact of a 10% change in interest rates on our earnings, fair values and cash flows would not be material to our financial statements.

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.The Company's management, with the participation of the Company's Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of the Company'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, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective.

(b)Internal Control Over Financial Reporting.There have not been any changes in the Company'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 the Company's fiscal fourth quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

13

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PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

|Name              |  | Age |  | Office                   |  | Served Since |  | Business Experience                                                                                                       
|----------------- |  | --- |  | ------------------------ |  | ------------ |  | --------------------------------------------------------------------------------------------------------------------------
|Kevin Burns       |  | 34  |  | Manager                  |  | 1999         |  | Managing Director of Global Securitization Services, a manager of special purpose vehicles, since 1996.                   
|Joseph W. Weikel  |  | 49  |  | Manager                  |  | 1999         |  | Senior Vice President, General Counsel of VMS since 2001. Previously, General Counsel for VMS.                            
|George J. Kilroy  |  | 56  |  | Chief Executive Officer  |  | 2001         |  | President, Chief Executive Officer of VMS since 2001. Previously, Senior Vice President for VMS.                          
|Neil J. Cashen    |  | 49  |  | Chief Financial Officer  |  | 1999         |  | Executive Vice President, Chief Operating Officer of VMS since 2001. Previously, Senior Vice President of Finance for VMS.
|Bradley J. Howatt |  | 42  |  | Chief Accounting Officer |  | 2002         |  | Vice President and Controller of VMS since 1999. Previously, Director of Financial Operations for VMS.                    

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

As
an indirect subsidiary of Cendant, the Code of Ethics, as defined in Item 406 of Regulation S-K, of Cendant applies to our chief executive officer, chief financial officer and
chief accounting officer. We will provide a copy of Cendant's Code of Ethics to any person, without charge, upon request in writing at the address of our principal executive office, attention: Chief
Accounting Officer.

ITEM 11.    EXECUTIVE COMPENSATION

We do not pay any compensation to our managers or officers. The managers who are employees of VMS are compensated directly by VMS. Managers who are employees of Global are
compensated by Global. In 2003 we paid Global $3,500 per year for the services provided pursuant to the Management Agreement.

14

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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is information regarding ownership of our common and preferred membership interests as of March 10, 2004:

|Title of Class                                |  | Name and Address
Of Beneficial Owner                                            |  | Percent of Class
|--------------------------------------------- |  | ------------------------------------------------------------------------------- |  | ----------------
|Common Membership Interests                   |  | Raven Funding LLC
        940 Ridgebrook Road
        Sparks, Maryland 21152    |  | 100%            
|Series 1999-3A Preferred Membership Interests |  | Terrapin Funding LLC
        940 Ridgebrook Road
        Sparks, Maryland 21152 |  | 100%            
|Series 2001-1A Preferred Membership Interests |  | Terrapin Funding LLC
        940 Ridgebrook Road
        Sparks, Maryland 21152 |  | 100%            
|Series 2002-1A Preferred Membership Interests |  | Terrapin Funding LLC
        940 Ridgebrook Road
        Sparks, Maryland 21152 |  | 100%            
|Series 2002-2A Preferred Membership Interests |  | Terrapin Funding LLC
        940 Ridgebrook Road
        Sparks, Maryland 21152 |  | 100%            
|Series 2003-1 Preferred Membership Interests  |  | Terrapin Funding LLC
        940 Ridgebrook Road
        Sparks, Maryland 21152 |  | 100%            
|Series 2003-2 Preferred Membership Interests  |  | Terrapin Funding LLC
        940 Ridgebrook Road
        Sparks, Maryland 21152 |  | 100%            

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have no employees other than our managers. We have entered into an Administration Agreement, dated as of June 30, 1999, as amended (the "Administration Agreement")
with VMS which has agreed to perform our various administrative duties under the indenture for each series of notes issued by us and related agreements pursuant to which our outstanding indebtedness
has been issued, including the preparation and delivery of reports, notices, documents and other information that we are required to deliver or make available under the indenture. In addition, VMS has
agreed to perform other activities at our request in connection with our assets so long as those activities are reasonably within its capability. VMS, as administrator, has agreed to indemnify and
hold us harmless for losses or damages arising from acts, omissions or alleged acts or omissions of VMS, as administrator, other than acts, omissions or alleged acts or omissions that constitute bad
faith, negligence or willful misconduct by us. VMS is not permitted to resign as administrator under the Administration Agreement, and the Administration Agreement will not terminate, until the
termination of the indenture and the payment in full of all notes. VMS, as administrator, is entitled to receive a monthly fee for its services in an amount equal to 0.01% per annum of our assets.

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

15

---

As
of December 31, 2003, Raven has contributed to the Company two demand notes totaling $25.8 million. VMS executed the demand notes payable to Raven. Subsequently, Raven contributed the
notes to the Company.

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 $418,000 and $56,000, 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.

16

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SIGNATURES

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

| |  | CHESAPEAKE FUNDING LLC
| |  | ----------------------
| |  | By:                   

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. Kiroy)    |  | Chief Executive Officer             |  | March 10, 2004
|/s/  Neil J. Cashen(Neil J. Cashen)       |  | Chief Financial Officer and Manager |  | March 10, 2004
|/s/  Bradley J. Howatt(Bradley J. Howatt) |  | Chief Accounting Officer            |  | March 10, 2004
|/s/  Joseph W. Weikel(Joseph W. Weikel)   |  | Manager and General Counsel         |  | March 10, 2004
|/s/  Kevin Burns(Kevin Burns)             |  | Manager                             |  | March 10, 2004

17

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INDEX TO FINANCIAL STATEMENTS

|                                                                                   |  | Page
|---------------------------------------------------------------------------------- |  | ----
|Independent Auditors' Report                                                       |  | F-2 
|Statements of Income for the years ended December 31, 2003, 2002 and 2001          |  | F-3 
|Balance Sheets as of December 31, 2003 and 2002                                    |  | F-4 
|Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001      |  | F-5 
|Statements of Members' Equity for the years ended December 31, 2003, 2002 and 2001 |  | F-6 
|Notes to Financial Statements                                                      |  | F-7 

F-1

---

INDEPENDENT AUDITORS' REPORT

To
the Managers of Chesapeake Funding LLC:

We
have audited the accompanying balance sheets of Chesapeake Funding LLC (the "Company"), an affiliate of PHH Vehicle Management Services, LLC, as of December 31, 2003 and 2002, and the
related statements of income, members' equity, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In
our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2003 and 2002, and the results of its operations and
its cash flows 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.

As
discussed in Note 1 to the financial statements, the Company adopted Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity" on July 1, 2003. Also, as discussed in Note 1, the Company adopted Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" on January 1, 2001.

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

/s/
Deloitte & Touche LLP
Baltimore, Maryland
March 3, 2004

F-2

---



Chesapeake Funding LLC  STATEMENTS OF INCOME  (in thousands)

|                                                                                      |                                                                           | Year Ended December 31, |        
|------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ----------------------- | -------
|
|Income:                                                                               |                                                                           |                         |        
|Income from investment in related party special unit of beneficial interest in leases |                                                                           | $                       | 125,382
|                                                                                      |                                                                           |                         |        
|Expenses:                                                                             |                                                                           |                         |        
|                                                                                      | Interest expense                                                          |                         |        
|                                                                                      | Interest expense on mandatorily redeemable preferred membership interests |                         |        
|                                                                                      | Service fees to related party                                             |                         |        
|                                                                                      |                                                                           |                         |        
|                                                                                      | Total expenses                                                            |                         |        
|                                                                                      |                                                                           |                         |        
|Operating income                                                                      |                                                                           |                         | 63,912 
|Interest income                                                                       |                                                                           |                         | 2,167  
|                                                                                      |                                                                           |                         |        
|Income before income taxes                                                            |                                                                           |                         | 66,079 
|Income tax provision                                                                  |                                                                           |                         | 1,708  
|                                                                                      |                                                                           |                         |        
|Income before cumulative effect of accounting change                                  |                                                                           |                         | 64,371 
|Cumulative effect of accounting change, net of tax                                    |                                                                           |                         |       
|                                                                                      |                                                                           |                         |        
|Net income                                                                            |                                                                           | $                       | 64,371 
|                                                                                      |                                                                           |                         |        

See
Notes to Financial Statements.

F-3

---



Chesapeake Funding LLC  BALANCE SHEETS  (in thousands)

|                                      |                                                                          | December 31, |          
|------------------------------------- | ------------------------------------------------------------------------ | ------------ | ---------
|
|Assets:                               |                                                                          |              |          
|                                      | Cash and cash equivalents                                                |              | $        
|                                      | Restricted cash                                                          |              |          
|                                      | Income tax receivable                                                    |              |          
|                                      | Special unit of beneficial interest in fleet receivables (related party) |              |          
|                                      | Other assets                                                             |              |          
|                                      | Special unit of beneficial interest in leases (related party)            |              |          
|                                      |                                                                          |              |          
|Total assets                          |                                                                          | $            | 3,745,381
|                                      |                                                                          |              |          
|Liabilities and members' equity       |                                                                          |              |          
|Liabilities:                          |                                                                          |              |          
|                                      | Accrued interest and income taxes payable                                |              | $        
|                                      | Deferred income taxes                                                    |              |          
|                                      | Medium-term notes                                                        |              |          
|                                      | Mandatorily redeemable preferred membership interests                    |              |          
|                                      | Variable funding notes                                                   |              |          
|                                      |                                                                          |              |          
|Total liabilities                     |                                                                          |              | 3,089,500
|                                      |                                                                          |              |          
|Members' equity:                      |                                                                          |              |          
|                                      | Preferred membership interests                                           |              |          
|                                      | Common membership interests, no par value                                |              |          
|                                      | Note receivable from common member                                       |              |          
|                                      | Retained earnings                                                        |              |          
|                                      |                                                                          |              |          
|Total members' equity                 |                                                                          |              | 655,881  
|                                      |                                                                          |              |          
|Total liabilities and members' equity |                                                                          | $            | 3,745,381
|                                      |                                                                          |              |          

See
Notes to Financial Statements.

F-4

---



Chesapeake Funding LLC  STATEMENTS OF CASH FLOWS        (in thousands)

|                                                                       |                                                                                   | Year Ended December 31,                   |         
|---------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------- | --------
|
|Operating Activities                                                   |                                                                                   |                                           |         
|                                                                       | Net income                                                                        |                                           | $       
|                                                                       | Adjustments to reconcile net income to net cash provided by operating activities: |                                           |         
|                                                                       |                                                                                   | Cumulative effect of accounting change    |         
|                                                                       |                                                                                   | Amortization                              |         
|                                                                       |                                                                                   | Deferred income taxes                     |         
|                                                                       |                                                                                   | Net losses (gains) on interest rate cap   |         
|                                                                       | Net changes in other assets and liabilities:                                      |                                           |         
|                                                                       |                                                                                   | Accrued interest and income taxes payable |         
|                                                                       |                                                                                   | Income tax receivable                     |         
|                                                                       |                                                                                   | Other assets                              |         
|                                                                       |                                                                                   |                                           |         
|Net cash provided by operating activities                              |                                                                                   |                                           | 69,385  
|                                                                       |                                                                                   |                                           |         
|Investing Activities                                                   |                                                                                   |                                           |         
|                                                                       | Restricted cash                                                                   |                                           |         
|                                                                       | Special unit of beneficial interest in leases (related party)                     |                                           |         
|                                                                       | Special unit of beneficial interest in fleet receivables (related party)          |                                           |         
|                                                                       |                                                                                   |                                           |         
|Net cash provided by (used in) investing activities                    |                                                                                   |                                           | 126,565 
|                                                                       |                                                                                   |                                           |         
|Financing Activities                                                   |                                                                                   |                                           |         
|                                                                       | Payment of deferred financing fees                                                |                                           |         
|                                                                       | Purchase of interest rate cap                                                     |                                           |         
|                                                                       | Proceeds from issuance of preferred membership interests                          |                                           |         
|                                                                       | Redemption of preferred membership interest                                       |                                           |         
|                                                                       | Payment of preferred membership interests                                         |                                           |         
|                                                                       | Capital contributions from (distributions to) common member                       |                                           |         
|                                                                       | Common membership interest distribution                                           |                                           |         
|                                                                       | Preferred membership interest dividends                                           |                                           |         
|                                                                       | Proceeds from issuance of variable funding notes                                  |                                           |         
|                                                                       | Payment of variable funding notes                                                 |                                           |         
|                                                                       | Proceeds from issuance of medium-term notes                                       |                                           |         
|                                                                       | Payment of medium-term notes                                                      |                                           |         
|                                                                       |                                                                                   |                                           |         
|Net cash (used in) provided by financing activities                    |                                                                                   |                                           | (178,800
|                                                                       |                                                                                   |                                           |         
|Net increase (decrease) in cash and cash equivalents                   |                                                                                   |                                           | 17,150  
|Cash and cash equivalents, beginning of period                         |                                                                                   |                                           | 165,549 
|                                                                       |                                                                                   |                                           |         
|Cash and cash equivalents, end of period                               |                                                                                   | $                                         | 182,699 
|                                                                       |                                                                                   |                                           |         
|Supplemental disclosures of cash flow information:                     |                                                                                   |                                           |         
|Interest on notes and dividends on preferred membership interests paid |                                                                                   | $                                         | 47,476  
|                                                                       |                                                                                   |                                           |         
|Interest on mandatorily redeemable preferred membership interests paid |                                                                                   | $                                         | 6,976   
|                                                                       |                                                                                   |                                           |         
|Income taxes paid, net of refunds                                      |                                                                                   | $                                         | 691     
|                                                                       |                                                                                   |                                           |         

See Notes to Financial Statements.

F-5

---



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

|                           |                                                  | Preferred
Membership
Interest |         | Common
Membership
Interest |   | Note
Receivable
From Common
Member |          | Retained
Earnings |         | Total
Members'
Equity |  
|-------------------------- | ------------------------------------------------ | ----------------------------- | ------- | -------------------------- | - | ---------------------------------- | -------- | ----------------- | ------- | --------------------- | -
|BALANCE, January 1, 2001   |                                                  | $                             | 262,451 |                            | $ | 527,487                            |          | $                 |        |                       | $
|                           | Net income                                       |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           | Equity contribution at SUBI settlement, net      |                               |         |                           |   |                                    | 158,063  |                   |         |                      |  
|                           | Common membership interest distribution          |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           | Issuance of preferred membership interest        |                               |         | 72,587                     |   |                                    |         |                   |         |                      |  
|                           | Paydown of preferred membership interest         |                               |         | (32,578                    | ) |                                    |         |                   |         |                      |  
|                           | Preferred membership dividends                   |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           |                                                  |                               |         |                            |   |                                    |          |                   |         |                       |  
|BALANCE, December 31, 2001 |                                                  |                               | 302,460 |                            |   | 685,550                            |          |                   |         |                       |  
|                           | Net income                                       |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           | Equity distribution at SUBI settlement, net      |                               |         |                           |   |                                    | (105,839 | )                 |         |                      |  
|                           | Issuance of preferred membership interest        |                               |         | 62,908                     |   |                                    |         |                   |         |                      |  
|                           | Redemption of preferred membership interest      |                               |         | (1,295                     | ) |                                    |         |                   |         |                      |  
|                           | Issuance of Note Receivable from common member   |                               |         |                           |   |                                    | 53,289   |                   |         |                      |  
|                           | Note receivableCommon Member                    |                               |         |                           |   |                                    |         |                   |         | (53,289               | )
|                           | Preferred membership dividends                   |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           |                                                  |                               |         |                            |   |                                    |          |                   |         |                       |  
|BALANCE, December 31, 2002 |                                                  |                               | 364,073 |                            |   | 633,000                            |          |                   | (53,289 | )                     |  
|                           | Net income                                       |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           | Equity distribution at SUBI settlement, net      |                               |         |                           |   |                                    | (209,303 | )                 |         |                      |  
|                           | Redemption of preferred membership interest      |                               |         | (364,073                   | ) |                                    |         |                   |         |                      |  
|                           | Issuance of Note Receivable from common member   |                               |         |                           |   |                                    | 25,830   |                   |         |                      |  
|                           | Redemption of Note Receivable from common member |                               |         |                           |   |                                    | (53,289  | )                 |         | 53,289                |  
|                           | Note receivableCommon Member                    |                               |         |                           |   |                                    |         |                   |         | (25,830               | )
|                           | Preferred membership dividends                   |                               |         |                           |   |                                    |         |                   |         |                      |  
|                           |                                                  |                               |         |                            |   |                                    |          |                   |         |                       |  
|BALANCE, December 31, 2003 |                                                  | $                             |        |                            | $ | 396,238                            |          | $                 | (25,830 | )                     | $
|                           |                                                  |                               |         |                            |   |                                    |          |                   |         |                       |  

See
Notes to Financial Statements.

F-6

---



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

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



F-7

---



F-8

---



F-9

---



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



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



F-10

---



As of 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




F-11

---



Operating
Leases

Direct
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


4.     DEBT



Balance as of
December 31,LIBOR
Spread

Original
Amount

Final
MaturityIssued

2003

2002Series 1999-2 Class A-2

October 1999

35 bp

450,000





159,025

Series 2001-1 Class A-1

October 2001

26 bp

425,000


128,753


425,000

September 2006Series 2001-1 Class A-2

October 2001

31 bp

325,000


325,000


325,000

September 2013Series 2002-1 Class A-1

June 2002

20 bp

295,000


295,000


295,000

June 2007Series 2002-1 Class A-2

June 2002

27 bp

355,000


355,000


355,000

June 2014Series 2002-2 Class A-1

December 2002

30 bp

255,000


255,000


255,000

November 2007Series 2002-2 Class A-2

December 2002

41 bp

245,000


245,000


245,000

November 2014Series 2002-2 Class B

December 2002

155 bp

44,900





44,900

Series 2003-1 Class A-1

August 2003

25 bp

230,000


230,000




August 2008Series 2003-1 Class A-2

August 2003

36 bp

270,000


270,000




August 2015Series 2003-2 Class A-1

November 2003

20 bp

230,000


230,000




November 2008Series 2003-2 Class A-2

November 2003

30 bp

270,000


270,000




November 2015Totals







$
2,603,753

$
2,103,925


F-12

---



2003

2002Series 1999-2 Class A-2



1.78
%Series 2001-1 Class A-1

1.43
%
1.69
%Series 2001-1 Class A-2

1.48
%
1.74
%Series 2002-1 Class A-1

1.37
%
1.63
%Series 2002-1 Class A-2

1.44
%
1.70
%Series 2002-2 Class A-1

1.47
%
1.72
%Series 2002-2 Class A-2

1.58
%
1.83
%Series 2002-2 Class B



2.97
%Series 2003-1 Class A-1

1.42
%
Series 2003-1 Class A-2

1.53
%
Series 2003-2 Class A-1

1.37
%
Series 2003-2 Class A-2

1.47
%





F-13

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5.     PREFERRED MEMBERSHIP INTERESTS



F-14

---



6.     NOTE RECEIVABLE FROM COMMON MEMBER



F-15

---



7.     FAIR VALUE OF FINANCIAL INSTRUMENTS



2003

2002Carrying
Amount

Estimated
Fair
Value

Carrying
Amount

Estimated
Fair
ValueCash and cash equivalents

$
182,699

$
182,699

$
165,549

$
165,549Restricted cash


87,477


87,477


97,006


97,006Interest rate capasset


8,156


8,156


5,159


5,159Fleet Receivable SUBI Certificate


91,521


91,521


80,000


80,000Lease SUBI Certificate


3,356,979


3,356,979


3,485,536


3,485,536Debt
Medium-Term Notes


2,603,753


2,603,753


2,103,925


2,103,925Mandatorily redeemable preferred membership interest


408,116


408,116





Variable Funding Notes


65,000


65,000


567,017


567,017


8.     RELATED PARTY TRANSACTIONS



F-16

---



9.     INCOME TAXES



Year Ended December 31,2003

2002

2001Current

$
896

$
152

$
1,904Deferred


812


1,964


552Provision for income taxes

$
1,708

$
2,116

$
2,456




As of December 31,2003

2002Deferred income taxes assetsAccrued liabilities and deferred income

$
111

$
123State net operating losses


4,453


Provision for doubtful accounts


21


21Deferred income taxes assets


4,585


144Deferred income tax liabilityDepreciation and amortization


13,122


7,869Other





Deferred income tax liability


13,122


7,869Net deferred income tax liability

$
8,537

$
7,725


F-17

---



Year Ended December 31,2003

2002

2001Federal statutory rate

35.0%

35.0%

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

2.6%

2.5%

2.5%Income taxed directly to partners

(35.0%)

(35.0%)

(35.0%)2.6%

2.5%

2.5%


10.   COMMITMENTS AND CONTINGENCIES



*
* * *

F-18

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EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                 
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Certificate of Formation of the Company, incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission
on June 30, 2000.                                                                                                                                                              
|3.2         |  | Certificate of Amendment to Certificate of Formation of the Company, dated April 25, 2002, incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-3 (File
No. 333-87568) filed with the Securities and Exchange Commission on May 3, 2002.                                                                                                              
|3.3         |  | Certificate of Amendment to Certificate of Formation of the Company, dated June 24, 2002, incorporated by reference to Exhibit 3.3 of the Company's Registration Statement on Form S-3 (File
No. 333-103678) filed with the Securities and Exchange Commission on August 1, 2003.                                                                                                           
|3.4         |  | Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 28, 1999, incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (File
No. 333-40708) filed with the Securities and Exchange Commission on June 30, 2000.                                                                                                
|3.5         |  | First Amendment, dated as of April 25, 2002, to the Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 28, 1999, incorporated by reference to Exhibit 3.4 of the
Company's Registration Statement on Form S-3 (File No. 333-87568) filed with the Securities and Exchange Commission on May 3, 2002.                                              
|3.6         |  | Second Amendment, dated as of June 18, 2003, to the Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 28, 1999, incorporated by reference to Exhibit 3.6 of the
Company's Registration Statement on Form S-3 (File No. 333-103678) filed with the Securities and Exchange Commission on August 1, 2003.                                          
|3.7         |  | Third Amendment, dated as of August 14, 2003, to the Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 28, 1999, incorporated by reference to Exhibit 3.7 of the
Company's Registration Statement on Form S-3 (File No. 333-109007) filed with the Securities and Exchange Commission on September 22, 2003.                                     
|4.1         |  | Base Indenture, dated as of June 30, 1999, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee, incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on March 19, 2001.                                           
|4.2         |  | Supplemental Indenture No. 1, dated as of October 28, 1999, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) to the Base Indenture dated as of June 30, 1999,
incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on March 19, 2001.
|4.3         |  | Supplemental Indenture No. 2, dated as of May 27, 2003, to the Base Indenture, dated as of June 30, 1999, between the Company and JPMorgan Chase Bank, as Indenture Trustee, incorporated by reference to
Exhibit 4.3 of the Company's Registration Statement on Form S-3 (File No. 333-103678) filed with the Securities and Exchange Commission on August 1, 2003.                        
|            |  |                                                                                                                                                                                                                                                                                                                                                                                             

G-1

---

|4.4  |  | Supplemental Indenture No. 3, dated as of June 18, 2003, to the Base Indenture, dated as of June 30, 1999, between the Company and JPMorgan Chase Bank, as Indenture Trustee, incorporated by reference to
Exhibit 4.4 of the Company's Registration Statement on Form S-3 (File No. 333-103678) filed with the Securities and Exchange Commission on August 1, 2003.                                                                                               
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.5  |  | Supplemental Indenture No. 4, dated as of July 31, 2003, to the Base Indenture, dated as of June 30, 1999, between the Company and JPMorgan Chase Bank, as Indenture Trustee, incorporated by reference to
Exhibit 4.5 of the Company's Registration Statement on Form S-3 (File No. 333-103678) filed with the Securities and Exchange Commission on August 1, 2003.                                                                                               
|4.6  |  | Series 2003-2 Indenture Supplement between the Company and JPMorgan Chase Bank, as Indenture Trustee.                                                                                                                                                                                                                                                                                                                                                               
|4.7  |  | Form of Series 2003-2 Notes (included in Exhibit 4.6).                                                                                                                                                                                                                                                                                                                                                                                                              
|4.8  |  | Series 2003-1 Indenture Supplement between the Company and JPMorgan Chase Bank, as Indenture Trustee, incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 13, 2003.                                                                                                                                                                                              
|4.9  |  | Form of Series 2003-1 Notes (included in Exhibit 4.8).                                                                                                                                                                                                                                                                                                                                                                                                              
|4.10 |  | Series 2002-2 Indenture Supplement between the Company and JPMorgan Chase Bank, as Indenture Trustee, incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 10, 2003.                                                                                                                                                                                                     
|4.11 |  | Form of Series 2002-2 Notes (included in Exhibit 4.10).                                                                                                                                                                                                                                                                                                                                                                                                             
|4.12 |  | Series 2002-1 Indenture Supplement between the Company and JPMorgan Chase Bank, as Indenture Trustee, incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 10, 2003.                                                                                                                                                                                                     
|4.13 |  | Form of Series 2002-1 Notes (included in Exhibit 4.12).                                                                                                                                                                                                                                                                                                                                                                                                             
|4.14 |  | Series 2001-1 Indenture Supplement between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee, incorporated by reference to Exhibit 4.3 of the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2002.                                                                                                                                                        
|4.15 |  | Form of Series 2001-1 Notes (included in Exhibit 4.14).                                                                                                                                                                                                                                                                                                                                                                                                             
|4.16 |  | Series 1999-3 Indenture Supplement among the Company, PHH Vehicle Management Services, LLC, as Administrator, certain CP Conduit Purchasers, certain APA Banks, certain Funding Agents and JPMorgn Chase Bank (formerly known
as The Chase Manhattan Bank), as Administrative Agent and Indenture Trustee, incorporated by reference to Exhibit 4.7 of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29,
2002.
|4.17 |  | Form of Series 1999-3 Notes (included in Exhibit 4.16).                                                                                                                                                                                                                                                                                                                                                                                                             
|10.1 |  | Amended and Restated Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee, and Wilmington Trust
Company, as Delaware Trustee, incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on June 30, 2000.                           
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

G-2

---

|10.2 |  | 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 of the Company's Registration Statement on Form S-3 (File No. 333-103678) filed with the Securities
and Exchange Commission on August 1, 2003.                                                
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3 |  | Sold SUBI Supplement 1999-1A to the Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee and
Servicer, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee, incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange
Commission on March 19, 2001.                                                      
|10.4 |  | Amendment No. 1, dated as of October 28, 1999, to the Sold SUBI Supplement 1999-1A to the Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary,
PHH Vehicle Management Services, LLC, as UTI Trustee and Servicer, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee, incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1 (File
No. 333-40708) filed with the Securities and Exchange Commission on March 19, 2001.
|10.5 |  | Sold SUBI Supplement 1999-1B to the Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC, as UTI Trustee and
Servicer, and Wilmington Trust Company, as Delaware Trustee and SUBI Trustee, incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange
Commission on September 26, 2001.                                                  
|10.6 |  | 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 of the Company's Registration Statement on Form S-3 (File
No. 333-103678) filed with the Securities and Exchange Commission on August 1, 2003.      
|10.7 |  | Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Raven Funding LLC and PHH Vehicle Management Services, LLC, as Servicer, incorporated by reference to Exhibit 10.5 to the Company's
Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on September 26, 2001.                                                                                                                                                                                            
|10.8 |  | Sold SUBI Supplement 1999-1 to the Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Wilmington Trust Company, as SUBI Trustee, Raven Funding LLC and PHH Vehicle Management Services, LLC,
incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on March 19, 2001.                                                                                                                               
|10.9 |  | Amendment No. 1, dated as of October 28, 1999, to the Sold SUBI Supplement 1999-1 to the Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Wilmington Trust Company, as SUBI
Trustee, Raven Funding LLC and PHH Vehicle Management Services, LLC, incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission
on March 19, 2001.                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

G-3

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|10.10 |  | Transfer Agreement, dated as of June 30, 1999, between Raven Funding LLC and the Company, incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 (File
No. 333-40708) filed with the Securities and Exchange Commission on March 19, 2001.                                                                                                                                                                                                                 
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.11 |  | Amendment No. 1, dated as of June 30, 1999, to the Transfer Agreement, dated as of June 30, 1999, between Raven Funding LLC and the Company, incorporated by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on March 19, 2001.                                                                                                                                                              
|10.12 |  | Administration Agreement, dated as of June 30, 1999, by and among PHH Vehicle Management Services, LLC, as Administrator, the Company, Raven Funding LLC and JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as Indenture Trustee, incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on March 19, 2001.                                                     
|10.13 |  | Amendment No. 1, dated as of October 28, 1999, to the Administration Agreement dated as of June 30, 1999, by and among PHH Vehicle Management Services, LLC, as Administrator, the Company, Raven Funding LLC
and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Indenture Trustee, incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities
and Exchange Commission on March 19, 2001.
|10.14 |  | Management Agreement, dated as of June 30, 1999, by and among Global Securitization Services LLC, the Company and PHH Vehicle Management Services, LLC, incorporated by reference to Exhibit 10.12 to the Company's
Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on September 26, 2001.                                                                                                                                              
|10.15 |  | Guarantee of PHH Corporation dated as of October 25, 2001, incorporated by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 29, 2002.                                                                                                                                                                                                                                                                            
|10.16 |  | 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 Company's Registration Statement on Form S-1 (File
No. 333-40708) filed with the Securities and Exchange Commission on July 10, 2001.                                                                                                                                                                                                 
|10.17 |  | Guaranty of D.L. Peterson Trust, dated June 18, 2003, incorporated by reference to Exhibit 10.17 of the Company's Registration Statement on Form S-3 (File No. 333-103678) filed with the Securities and
Exchange Commission on August 1, 2003.                                                                                                                                                                                                                                                   
|10.18 |  | Asset Sale Agreement, dated as of June 30, 1999, among PHH Vehicle Management Services, LLC, PHH PersonalLease Corporation and Raven Funding LLC, incorporated by reference to Exhibit 10.17 to the Company's
Registration Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on September 26, 2001.                                                                                                                                                    
|10.19 |  | Receivable Purchase Agreement, dated as of June 30, 1999, by and between Raven Funding LLC and PHH Vehicle Management Services, LLC, incorporated by reference to Exhibit 10.18 to the Company's Registration
Statement on Form S-1 (File No. 333-40708) filed with the Securities and Exchange Commission on September 26, 2001.                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

G-4

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|10.20 |  | Contribution Agreement, dated as of June 30, 1999, between Raven Funding LLC and D.L. Peterson Trust, incorporated by reference to Exhibit 10.19 to the Company's 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 of the Company's Registration Statement on
Form S-3 (File No. 333-103678) filed with the Securities and Exchange Commission on August 1, 2003.        
|10.22 |  | Nominee Lienholder Agreement, dated as of June 18, 2003, between Raven Funding LLC and JPMorgan Chase Bank, as indenture trustee, incorporated by reference to Exhibit 10.22 of the Company's Registration
Statement on Form S-3 (File No. 333-103678) filed with the Securities and Exchange Commission on August 1, 2003.
|12    |  | Statement re Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                            
|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-5

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