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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 333-40708-02

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

Delaware (State or other jurisdiction of incorporation or organization)		11-3499573 (I.R.S. Employer Identification Number)
307 International Circle Hunt Valley, Maryland (Address of principal executive office)		21030 (Zip Code)

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

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

D. L. Peterson Trust

Index

		Page
PART I	Financial Information
Item 1.	Financial Statements
	Condensed Statements of Operations and Trust Equity for the Three and Nine Months Ended September 30, 2003 and 2002	2
	Condensed Balance Sheets as of September 30, 2003 and December 31, 2002	3
	Notes to Condensed Financial Statements	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	10
PART II	Other Information
Item 6.	Exhibits and Reports on Form 8-K	11
	Signatures	12

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", "projects", "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:

•: changes in general economic and business conditions and the impact thereof on the vehicle leasing business or the lessees of our vehicles; and
•: changes in laws and regulations or the applications thereof, including changes in accounting standards or other laws that impact our business.

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

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

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

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

		Three Months Ended September 30,				Nine Months Ended September 30,
		2003		2002		2003		2002
Revenue:
	Leasing revenue	$	296,353	$	299,530	$	894,490	$	897,823

Expenses:
	Depreciation on leased vehicles		266,215		261,606		798,984		781,446
	Interest on special unit of beneficial interest in leases—related party		30,138		37,924		95,506		116,377

	Total expenses		296,353		299,530		894,490		897,823

Net income		$	—	$	—	$	—	$	—

Trust equity, beginning of period			—		—		—		—

Trust equity, end of period		$	—	$	—	$	—	$	—

See Notes to Condensed Financial Statements.

D. L. Peterson Trust
CONDENSED BALANCE SHEETS
(In thousands)

			September 30, 2003		December 31, 2002
Assets:
	Net investment in leases and leased vehicles:
		Vehicles under operating leases	$	3,267,260	$	3,399,899
		Investment in direct financing leases		54,087		59,603
		Vehicles held for resale		2,523		26,034

Total assets			$	3,323,870	$	3,485,536

Liabilities and trust equity:
Liabilities
	Liability under special unit of beneficial interest leases—related party		$	3,323,870	$	3,485,536

Total liabilities				3,323,870		3,485,536
Trust equity				—		—

Total liabilities and trust equity			$	3,323,870	$	3,485,536

See Notes to Condensed Financial Statements.

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

1. Summary of Significant Accounting Policies

Basis of Presentation

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

DLPT issued a certificate (the "Lease SUBI Certificate") representing a special unit of beneficial interest in certain leases (the "Lease SUBI") and two certificates representing a special unit of beneficial interest in certain fleet management receivables (the "Fleet Receivable SUBI") to Raven Funding LLC ("Raven"). The Lease SUBI represents a beneficial ownership in the leases, vehicles and paid-in-advance vehicles owned by DLPT. One of the certificates representing an interest in the Fleet Receivable SUBI represents an amount up to $120 million (the "Fleet Receivable SUBI Certificate") and the other certificate representing an interest in the Fleet Receivable SUBI represents the amount of fleet service receivables in excess of $120 million (the "Excess Fleet Receivable SUBI Certificate"). DLPT also issued to Raven a certificate (the "UTI Certificate") representing beneficial ownership in all assets of DLPT not allocated to the Lease SUBI or the Fleet Receivable SUBI (the "UTI"). Raven transferred the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate to Chesapeake Funding LLC ("Chesapeake"). Raven retained the Excess Fleet Receivable SUBI Certificate and the UTI Certificate. As of September 30, 2003, no assets were assigned to the UTI Certificate.

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

Chesapeake was formed for the purpose of issuing indebtedness, issuing preferred membership interests and acquiring and holding the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate. 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.

In management's opinion the accompanying unaudited Condensed Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. In addition, management is required to make estimates and assumptions that affect the amounts reported and related disclosures. Estimates by their nature, are based on judgments and available information. Accordingly, actual results could differ from those estimates.

All transactions of DLPT are considered non-cash activities, and accordingly no statement of cash flows is presented in the accompanying unaudited Condensed Financial Statements.

The Condensed Financial Statements should be read in conjunction with DLPT's 2002 annual report on Form 10-K filed on March 10, 2003.

Change in Accounting Policy

Guarantees. On January 1, 2003, DLPT adopted Financial Accounting Standards Board 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 any guarantee 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 DLPT's results of operations or financial position.

*****

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited Condensed Financial Statements and accompanying Notes thereto included elsewhere herein and with our 2002 Annual Report on Form 10-K filed with the Commission on March 10, 2003. Unless otherwise noted, all dollar amounts are in thousands.

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

Leasing revenues for the three and nine months ended September 30, 2003 decreased by $3,177 and $3,333, respectively, compared to the comparable periods in 2002. Leasing revenues contain a depreciation component, an interest component and a monthly management fee component. The decrease in leasing revenue was attributable to a lower interest component, resulting from a decline in interest rates partially offset by a higher depreciation component billed on leases. Depreciation expense for the three and nine months ended September 30, 2003 increased $4,609 and $17,538, respectively, primarily as a result of increases in the original cost of leases billed and the number of leases billed. Interest on special unit of beneficial interest in leases—related party for the three and nine months ended September 30, 2003 decreased $7,786 and $20,871, respectively, due to lower interest rates billed on leases offset by higher depreciation billed on leases.

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

In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions that we are required to make pertain to matters that are inherently uncertain as they relate to future events. We do not believe the estimates and assumptions that we are required to make are particularly subjective or complex and as such we do not believe that any change in these estimates or assumptions would have a material impact on our results of operations or financial condition.

Change in Accounting Policy

Guarantees. On January 1, 2003, we adopted Financial Accounting Standards Board 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 any guarantee 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.

Delinquency Experience

The following table sets forth delinquency data with respect to aggregate billings of lease payments for all of VMS' leases and fleet management receivables for the nine months ended September 30, 2003 and 2002.

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.

	Nine Months Ended September 30,
	2003		2002
Percentage of Billings Delinquent (1)(2):
30-59 Days	0.53	%	1.24	%
60 Days or More	2.85	%	2.99	%

Total 30 or More Days Delinquent	3.38	%	4.23	%

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

Total delinquencies for the nine months ended September 30, 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 due to successful collection efforts and a reduction in the number of new bankruptcies. Management is not aware of any factors, which would negatively impact delinquencies for the remainder of 2003 beyond historical levels.

Loss and Recovery Experience

The following table sets forth loss and recovery data with respect to VMS' leases and fleet management receivables for the nine months ended September 30, 2003 and 2002. 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.

	Nine Months Ended September 30,
	2003			2002
Ending dollar amount of leases (1)	$	3,323,870		$	3,350,347
Total billings for period		1,675,416			1,625,148
Gross losses (2)		134			770
Recoveries (3)		42			22

Net losses	$	176		$	792

Net losses as a percentage of ending dollar amount of leases		0.01	%		0.02	%
Net losses as a percentage of total billings for period		0.01	%		0.05	%

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

(2): Gross losses includes losses on fleet management receivables.
(3): Recoveries are net of legal fees.

Net losses as a percentage of total billings decreased during the nine months ended September 30, 2003 as compared to the comparable period in 2002 due to lower losses from bankruptcies.

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 with respect to 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.

Residual Value Loss Experience

The following table sets forth residual value loss performance data for VMS' closed-end leases for the nine months ended September 30, 2003 and 2002. 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.

	Nine Months Ended September 30,
	2003			2002
Total number of closed-end leases scheduled to terminate		2,778			3,445
Number of sold vehicles		3,006			3,099
Full termination ratio (1)		108.21	%		89.96	%
Total loss on sold vehicles (2)	$	(704	)	$	(101	)
Average loss per sold vehicles (3)	$	(234	)	$	(32	)
Loss as a percentage of stated residual values of sold vehicles (4)		(2.72	%)		(0.35	%)

(1): The ratio of the number of vehicles sold during the period to the number of vehicles scheduled to terminate during the period, expressed as a percentage.
(2): Includes fees received and expenses incurred to dispose of vehicles and certain amounts received after the sale and disposition of the vehicles. Total loss does not include any effect from fair value adjustments resulting from purchase accounting.
(3): Per vehicle dollar amounts are not in thousands.
(4): Represents the ratio of total losses on vehicles sold during the period to the stated residual values of those vehicles, expressed as a percentage.

Total residual value losses increased $603 during the nine months ended September 30, 2003 as compared to the comparable period in 2002 and the total number of sold vehicles decreased by 3% due to lower used car values resulting from higher volumes of used cars available in the market. The average loss per vehicle returned and sold increased $202 per unit for the same reason.

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 during the nine months ended September 30, 2003 and 2002.

	Nine Months Ended September 30,
	2003			2002
Dollar amount of conversions for period (1)	$	304		$	4,862
Ending dollar amount of leases (2)		3,323,870			3,350,347
Conversions as a percentage of ending dollar amount of leases		0.01	%		0.15	%

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

Conversion of floating rate leases to fixed rate leases are at the discretion of the client. Management believes that the lack of conversions in the nine months ended September 30, 2003 is due to the clients' perception that floating rates will remain at, or decline from, current levels.

Fleet Management Receivable Billing Experience

The following table sets forth data for VMS' aggregate billings of fleet management receivables for the nine months ended September 30, 2003 and 2002. 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.

	Nine Months Ended September 30,
	2003		2002
Aggregate billings	$	723,582	$	660,064
Average monthly billings		80,398		73,340
Maximum monthly billings		91,955		83,744
Minimum monthly billings		70,145		57,175

Aggregate fleet management receivable billings increased $63.5 million in the nine months ended September 30, 2003 from the comparable period in 2002 primarily due to an increase in fuel and maintenance billings.

Characteristics of Leases Allocated to Lease SUBI

The following tables contain certain statistical information relating to the leases allocated to the Lease SUBI as of September 18, 2003 (the last Lease SUBI monthly reporting period cutoff date during the third quarter of 2003). 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 $74,307,492 as of that date because such vehicles were not yet subject to a lease.

For the purposes of preparing the following tables, we assumed the original term of each lease to be the period over which the related vehicle is scheduled to be depreciated.

Composition of Leases
Aggregate unit balance of leases	$	3,080,788,048.56
Number of leases		208,696
Average unit balance	$	14,762.08
Range of unit balances		$2.52 to $757,699.72
Aggregate unit balance of open-end leases	$	2,986,762,936.14
Aggregate unit balance of floating rate leases	$	2,376,115,855.45
Aggregate lease balance of CP rate index floating rate leases	$	2,260,126,036.67
Weighted average spread over CP rate		0.335%
Range of spreads over CP rate		0.00% to 3.00%
Aggregate unit balance of floating rate leases indexedd to floating rates other tha CP rate	$	115,989,818.78
Aggregate unit balance of fixed rate leases	$	704,672,193.11
Weighted average fixed rate		4.709%
Range of fixed rates		0.00% to 41.47%
Weighted average original lease term		62.33
Range of original lease terms		12 to 132 months
Weighted average remaining term		41.71
Range of remaining terms		0 to 119 months
Aggregate unit balance of closed-end leases	$	94,025,112.42
Average unit balance of closed-end leases	$	16,205.64
Range of unit balance of closed-end leases		$623.60 to $480,213.89
Average stated residual value of closed-end leases	$	8,987.74

Note: Dollar amounts are in whole amounts

As of September 18, 2003, the aggregate lease balance of the leases allocated to the Lease SUBI with the lessee having the largest aggregate lease balances was $130,244,170. The aggregate lease balance of the leases allocated to the Lease SUBI with the lessees having the five largest aggregate lease balances was $498,914,386 and the aggregate lease balance of the leases allocated to the Lease SUBI with the lessees having the ten largest aggregate lease balances was $800,420,756.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

(a): Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our 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 quarterly report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act.
(b): Internal Control Over Financial Reporting. There have not been any changes in our 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 fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K


(a)		Exhibits See Exhibit Index.
(b)		Reports on Form 8-K None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		D. L. PETERSON TRUST By: Raven Funding LLC, solely as settlor of the D. L. Peterson Trust
		/s/ NEIL J. CASHEN Neil J. Cashen Chief Financial Officer (Principal Financial Officer and duly authorized officer of Raven Funding LLC)

Date: November 13, 2003

Exhibit Index

Exhibit No.		Description
3.1		Amended and Restated Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC as UTI Trustee, and Wilmington Trust Company, as Delaware Trustee (incorporated by reference to the Registration Statement on Form S-1 (File no. 333-40708) filed with the Securities and Exchange Commission on June 30, 2000).
3.2		Amendment No. 1, dated as of June 18, 2003, to the Amended and Restated Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as Initial Beneficiary and Settlor, PHH Vehicle Management Services, LLC, as UTI Trustee, and Wilmington Trust Company, as Delaware Trustee (incorporated by reference to the Registration Statement on Form S-1 (File no. 333-103678-01) filed with the Securities and Exchange Commission on August 1, 2003).
3.3		Origination Trust Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Raven Funding LLC and PHH Vehicle Management Services, LLC, as Servicer (incorporated by reference to the Registration Statement on Form S-1 (File no. 333-40708) filed with the Securities and Exchange Commission on June 30, 2000).
31.1		Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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D. L. Peterson Trust Index
FORWARD-LOOKING STATEMENTS

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

D. L. Peterson Trust CONDENSED STATEMENTS OF OPERATIONS AND TRUST EQUITY (In thousands)
D. L. Peterson Trust CONDENSED BALANCE SHEETS (In thousands)
D. L. Peterson Trust NOTES TO CONDENSED FINANCIAL STATEMENTS (Unless otherwise noted, all amounts are in thousands)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II—OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES
Exhibit Index

PETERSON D L TRUST 10-Q