**UNITED STATESSECURITIES 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                       ** |

 

**333-125612-03****(Commission File Number)**

 

**CAPITAL ONE AUTO FINANCE TRUST 2005-D****,****Issuer**

**CAPITAL ONE AUTO RECEIVABLES, LLC,****Registrant and 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 orFormer Address, if Changed Since Last Report)

 
| Securities registered pursuant to Section 12(b) of  the Securities Exchange Act of 1934: | ** ** | **None** |
|----------------------------------------------------------------------------------------------------|------------|----------|
| Securities registered pursuant to Section 12(g) of  the Securities Exchange Act of 1934: | ** ** | **None** |

 

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 Auto Finance Trust 2005-D (the “Trust”), astatutory trust formed under the laws of the State of Delaware pursuant to aTrust Agreement, dated as of October 27, 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 $1,400,000,000 in aggregate principal amount ofasset-backed notes, Classes A-1, A-2, A-3, and A-4  (the “Notes”) pursuant to an Indenture, datedas of December 1, 2005 (the “Indenture”), between the Trust and JPMorganChase Bank, N.A., as indenture trustee (the “Indenture Trustee”) and operatingpursuant to an Amended and Restated Trust Agreement, dated as of December 1,2005 (the “Amended and Restated Trust Agreement”) between the Company and theOwner 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 Mattersand 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 were fewer 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 Financial Condition and Resultsof Operation**

 

Omitted.

 

Item 7A.                 **Quantitative and Qualitative Disclosures About Market Risk**

 

Omitted.

 

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

 

Withregard to Part IV of the Servicer’s Certificates filed on Form 8-Kfor each Monthly Period in 2005, the delinquency statistics regarding thereceivables were recalculated subsequent to the initial filing resulting inreported delinquency statistics being immaterially lower than the actualdelinquency experience. The subsequent change in the delinquency statistics didnot result in the breach of any delinquency triggers and there was no impact tothe cash flows of the securitization trust.

 

Item 9.                    **Changes in and Disagreements With Accountants on Accounting and FinancialDisclosure**

 

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 and Management**

 
| **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 Fees and Services**

 

Omitted.

 

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**PART IV**

 

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

 

(a)           (1)           None.

 

                (2)           None.

 

                (3)           The exhibits filed in response to Item 601 ofRegulation 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** |
|------------------------------|------------|-------------------------|
|                         |       |                    |
| November 30, 2005       |       | Items 8.01, 9.01        |
| December 7, 2005        |       | Items 8.01, 9.01        |
| January 11, 2006        |       | Items 8.01, 9.01        |

 

(c)           The exhibits filed in response to Item 601 of Regulation S-K are listedin the Exhibit Index.

 

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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 November 22, 2005, among the Registrant, COAF and the  Representatives. (Filed as part of the Company’s Current Report on Form 8-K  filed on December 7, 2005).*                                                                                                                                                        |
|--------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 3.1   |   | Amended and Restated  Limited Liability Company Agreement of the Registrant dated as of July 26,  2001 (incorporated by reference from Exhibit 3.1 filed with Form 8-K  of the Registrant, file no. 333-54736, filed on August 6, 2001)  (Filed as part of the Company’s Current Report on Form 8-K filed on  December 7, 2005).* |
|               |   |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.1   |   | Amended and Restated Trust  Agreement dated December 1, 2005 between the Registrant and Wilmington  Trust Company, in its capacity as owner trustee (Filed as part of the  Company’s Current Report on Form 8-K filed on December 7, 2005).*                                                                                                          |
|               |   |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.2   |   | Indenture dated December 1,  2005 between the Trust and JPMorgan Chase Bank 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 December 7, 2005).*                                                                                         |
|               |   |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 4.3   |   | Note Guaranty Insurance  Policy dated as of December 1, 2005 delivered by MBIA Insurance  Corporation (the “Note Insurer”) (Filed as part of the Company’s Current  Report on Form 8-K filed on December 7, 2005).*                                                                                                                         |
|               |   |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 10.1  |   | Purchase Agreement dated December 1,  2005 between the Registrant and COAF (Filed as part of the Company’s  Current Report on Form 8-K filed on December 7, 2005).*                                                                                                                                                                                   |
|               |   |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 10.2  |   | Sale and Servicing  Agreement dated December 1, 2005 between the Registrant and the Trust  (Filed as part of the Company’s Current Report on Form 8-K filed on  December 7, 2005).*                                                                                                                                                                   |
|               |   |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 10.3  |   | Administration Agreement  dated December 1, 2005 among the Trust, COAF, as the administrator (the “Administrator”),  and the Indenture Trustee (Filed as part of the Company’s Current Report  on Form 8-K filed on December 7, 2005).*                                                                                                     |
|               |   |                                                                                                                                                                                                                                                                                                                                                                           |
| Exhibit 10.4  |   | Insurance Agreement dated as of December 1,  2005 among the Note Insurer, COAF, the Registrant, the Trust and the  Indenture Trustee (Filed as part of the Company’s Current Report on Form 8-K  filed on December 7, 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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