**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

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**FORM 10-K**

 

**FOR ANNUAL AND TRANSITION REPORTSPURSUANT TO SECTIONS 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**(Mark One)**

 

| ý | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
|--------|------------|------------------------------------------------------------------------------------------------------|

 

**For the fiscal year ended December 31,2005.**

 

**or**

 

| o |   | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
|---|--------|----------------------------------------------------------------------------------------------------------|

 

**For the transition period from                              to                            **

 

**333-125612-01****(Commission File Number)**

 

**CAPITAL ONE PRIME AUTO RECEIVABLESTRUST 2005-1,**

**Issuer**

 

**CAPITAL ONE AUTO RECEIVABLES, LLC,**

**Registrantand Seller**

(Exact name of registrant asspecified in its charter)

 

**Delaware**(State or Other Jurisdiction of Incorporation)

 

**31-1750007**(Registrant’s I.R.S. Employer Identification No.)

 

**140 East Shore Drive**

**Room 1052-D**

**Glen Allen,Virginia 23059**

**(804)290-6736**(Address and Telephone Number of Principal Executive Offices)

 

**None**

(Former Name or FormerAddress, if Changed Since Last Report)

 
| Securities registered pursuant to Section 12(b) of  the Securities Exchange Act of 1934: | ** ** | **No****ne** |
|----------------------------------------------------------------------------------------------------|------------|--------------|
| Securities registered pursuant to Section 12(g) of  the Securities Exchange Act of 1934: | ** ** | **No****ne** |

 

Indicate by check mark if the registrant is awell-known seasoned issuer (as defined in Rule 405 of the Securities Act).o  Yes    ý  No

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Securities Exchange Act.   o  Yes    ý  No

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.

 

ý Yes  o No

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter)is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference 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 alarge accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2of the Securities Exchange Act. (Check one): Large Accelerated Filer:o                                                      Accelerated Filer:   o                              Non-Accelerated Filer:   ý

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes o No ý

 

State the aggregate market value of the voting andnon-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold, or the average bid and askedprice of such common equity, as of the last business day of the registrant’smost recently completed second fiscal quarter. **None**

 

Registrant does not have any voting stock.

 

Documents Incorporated by Reference. **See Item 15(b).**

 

 

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**PART I**

 

Item 1.             **Business**

 

This Annual Report on Form 10-K (the “Report”)is filed with respect to Capital One Prime Auto Receivables Trust 2005-1 (the “Trust”),a statutory trust formed under the laws of the State of Delaware pursuant to aTrust Agreement, dated as of August 15, 2005 (the “Trust Agreement”),between Capital One Auto Receivables, LLC, the registrant (referred to hereinas the “Company”) and Wilmington Trust Company, as owner trustee (the “OwnerTrustee”). The Trust issued $1,500,000,000 in aggregate principal amount ofasset-backed notes, Classes A-1, A-2, A-3, A-4 and B (the “Notes”) pursuant toan Indenture, dated as of August 30, 2005 (the “Indenture”), between theTrust and JPMorgan Chase Bank, N.A., as indenture trustee (the “IndentureTrustee”) and operating pursuant to an Amended and Restated Trust Agreement,dated as of August 30, 2005 (the “Amended and Restated Trust Agreement”)between the Company and the Owner Trustee.

 

Item 1A.            **Risk Factors**

 

Omitted.

 

Item 1B.            **Unresolved Staff Comments**

 

None.

 

Item 2.               **Properties**

 

See Item 15.

 

Item 3.                **Legal Proceedings**

 

(a)   None.

 

(b)  Not applicable.

 

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

 

None.

 

2

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**PART II**

 
| Item 5. | ** ** | **Market for Registrant’s Common  Equity and Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|---------|------------|-----------------------------------------------------------------------------------------------------------------------------|

 

To the best knowledge of the registrant, there is no established publictrading market for the Notes.

 

(a)     At December 31, 2005 there werefewer than 300 holders of record of each class of Notes.

 

(b)     Not applicable.

 

(c)      Not applicable.

 

Item 6.            **Selected Financial Data**

 

Omitted.

 

Item 7.            **Management’s Discussion and Analysis of FinancialCondition and Results of Operation**

 

Omitted.

 

Item 7A.        **Quantitative and Qualitative Disclosures About MarketRisk**

 

Omitted.

 

Item 8.            **Financial Statements and Supplementary Data**

 

Omitted.

 

Item 9.            **Changes in and Disagreements With Accountants onAccounting and Financial Disclosure**

 

Omitted.

 

Item 9A.         **Controls and Procedures**

 

Omitted.

 

Item 9B.         **Other Information**

 

None.

 

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**PART III**

 

Item 10.            **Directors and Executive Officers of the Registrant**

 

Omitted.

 

Item 11.            **Executive Compensation**

 

Omitted.

 

Item 12.             **Security Ownership of Certain Beneficial Owners andManagement**

 
| **Title**    | ** ** | **Name and Address of Beneficial Owner** | ** ** | **Amount and Nature of  Beneficial Ownership** | ** ** | **Percent of Class** | ** ** |
|--------------|------------|-------------------------------------------------------------------|------------|--------------------------------------------------------------------|------------|--------------------------------|------------|
| Certificates |       | Capital One Auto Receivables, LLC                                 |       | Directly owns 100% of the Certificates of the  Trust               |       | 100                            | %          |

 

Item 13.             **Certain Relationships and Related Transactions**

 

(a)                                  (1)                                  Not Applicable.

 

(2)                                  Not applicable.

 

(3)                                  None.

 

(4)                                  None.

 

Item 14.                                                       **Principal Accountant Feesand Services**

 

Omitted.

 

4

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**PART IV**

 

Item 15.               **Exhibits and Financial Statement Schedules.**

 

(a)          (1)         None.

 

(2)         None.

 

(3)         The exhibitsfiled in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

(b)        Reports on Form 8-K.

 

The following Current Reports on Form 8-K werefiled by the registrant during the year ending December 31, 2005

 
| **Date of Report** | ** ** | **Items Reported** |
|------------------------------|------------|-------------------------|
|                         |       |                    |
| August 30, 2005         |       | Items 8.01, 9.01        |
| September 2, 2005       |       | Items 8.01, 9.01        |
| October 12, 2005        |       | Items 8.01, 9.01        |
| November 9, 2005        |       | Items 8.01, 9.01        |
| December 12, 2005       |       | Items 8.01, 9.01        |
| January 11, 2006        |       | Items 8.01, 9.01        |

 

(c)         The exhibitsfiled in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

5

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**SIGNATURES**

 

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

 
|   | Date: March 30, 2006 |                | CAPITAL ONE AUTO REVEIVABLES, LLC, |
|--------|---------------------------|---------------------|------------------------------------|
|   | as Depositor              |
|   |                      |
|   |                      |
|   | By:                       | /s/ Stephen Linehan |                               |
|   | Name: Stephen Linehan     |
|   | Title: Treasurer          |

 

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**EXHIBIT INDEX**

 
| Exhibit 1.1   |   | Underwriting  Agreement dated as of August 23, 2005, among the Registrant, COAF and  the Representatives (Filed as part of the Company’s Current Report on Form 8-K  filed on September 2, 2005).*                                                                                                                                                                  |
|--------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 3.1   |   | Amended  and Restated Limited Liability Company Agreement of the Registrant dated as  of July 26, 2001 (incorporated by reference to Registrant from Periodic  Report on Form 8-K, Registration Statement file no. 333-54736,  dated as of March 13, 2001) (Filed as part of the Company’s Current  Report on Form 8-K filed on September 2, 2005).* |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.1   |   | Amended  and Restated Trust Agreement dated as of August 30, 2005 between the  Registrant and the Wilmington Trust Company, not in its individual capacity  but solely as owner trustee (Filed as part of the Company’s Current  Report on Form 8-K filed on September 2, 2005).*                                                                                   |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 4.2   |   | Indenture  dated as of August 30, 2005 between the Trust and JPMorgan Chase Bank,  N.A., as the indenture trustee (the “Indenture Trustee”) (including forms of  Notes) (Filed as part of the Company’s Current Report on Form 8-K  filed on September 2, 2005).*                                                                                         |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 10.1  |   | Purchase  Agreement dated as of August 30, 2005 between COAF and the Registrant  (Filed as part of the Company’s Current Report on Form 8-K filed on  September 2, 2005).*                                                                                                                                                                                          |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 10.2  |   | Sale  and Servicing Agreement dated as of August 30, 2005 between the Trust,  COAF, the Registrant and the Indenture Trustee (Filed as part of the  Company’s Current Report on Form 8-K filed on September 2, 2005).*                                                                                                                                              |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 10.3  |   | Administration Agreement  dated as of August 30, 2005 among the Trust, COAF, as the administrator,  and the Indenture Trustee (Filed as part of the Company’s Current Report  on Form 8-K filed on September 2, 2005).*                                                                                                                                             |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 31:   |   | Certification pursuant to Section 302  of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of  the Securities and Exchange Commission.                                                                                                                                                                                                                            |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 99.1: |   | Aggregate Trust Data.                                                                                                                                                                                                                                                                                                                                                                        |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 99.2: |   | Annual Statement as to Compliance of the Servicer.                                                                                                                                                                                                                                                                                                                                           |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 99.3: |   | Independent Auditors Report on Compliance.                                                                                                                                                                                                                                                                                                                                                   |
|               |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| Exhibit 99.4: |   | Report of Management on Compliance.                                                                                                                                                                                                                                                                                                                                                          |

 

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*Incorporated by reference.

 

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