**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

** **

**Washington,D.C. 20549**

 

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**FORM 10-K**

** **

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

 

| **(Mark One)**                                                                                                                                                                                                                                                                                                            |
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| **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                  ** |

 

**[333-89452-03]**

**(CommissionFile Number)**

 

**CAPITAL ONEPRIME AUTO RECEIVABLESTRUST 2003-1,**

**Issuer**

**CAPITAL ONEAUTO RECEIVABLES, LLC,**

**Registrantand Seller**

(Exact name of registrant asspecified in its charter)

 

**Delaware**

(State or Other Jurisdictionof Incorporation of the Issuer)

 

**31-1750007**

(Registrant’s I.R.S.Employer Identification No.)

 

**1680Capital One DriveMcLean, Virginia 22102**

**(703)720-1000**

(Address and TelephoneNumber of Principal Executive Offices)

 

**None**

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

** **

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** **

Securities registered pursuant to Section 12(b) of the SecuritiesExchange Act of 1934:                       **None**

Securities registered pursuant to Section 12(g) of the SecuritiesExchange Act of 1934:                        **None**

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 
| ý Yes*  |   | o No |
|-------------------|--------|------|

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein,and will not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.

 
| Yes o |   | No 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 |
|-------|--------|-----------|

 

State the aggregate market value of the voting and non-voting commonequity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of such commonequity, as of the last business day of the registrant’s most recently completedsecond fiscal quarter.  **None**

 

Registrant does not have any voting stock.

 

Documents Incorporated by Reference. **None.**

 

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*      On January 15, 1998, Bay ViewSecuritization Corporation, as originator of the Bay View Auto Trusts, wasissued a no-action letter (“No-Action Letter”) by the Securities and ExchangeCommission with respect to certain of the registrant’s reporting requirementspursuant to Section 13 or 15(d) of the Act. This Form 10-K has been prepared in accordance with the terms of theNo-Action Letter.

 

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**PART I**

 

Item 1.                                                             **Business**

 

This Annual Report on Form 10-K (the “Report”) is filed with respect toCapital One Prime Auto Receivables Trust 2003-1 (the “Trust”), a statutorytrust formed under the laws of the State of Delaware pursuant to a TrustAgreement, dated as of February 3, 2003 (the “Trust Agreement”), betweenCapital One Auto Receivables, LLC, the registrant (referred to herein as the“Company”) and Wilmington Trust Company, as owner trustee (the “OwnerTrustee”). The Trust issued $1,000,000,000 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 March 27, 2003 (the “Indenture”), between the Trustand JPMorgan Chase Bank, as indenture trustee (the “Indenture Trustee”) andoperating pursuant to an Amended and Restated Trust Agreement, dated as of March27, 2003 (the “Amended and Restated Trust Agreement”) between the Company andthe Owner Trustee.

 

Item 2.                                                             **Properties**

 

See Item 15.

 

Item 3.                                                             **Legal Proceedings**

 

None.

 

Item 4.                                                             **Submission of Matters to aVote of Security Holders**

 

None.

 

**PART II**

 

Item 5.                                                             **Market for Registrant’sCommon Equity and Related Stockholder Matters**

 

To the best knowledge of theregistrant, there is no established public trading market for the Notes.

 

(a)                                  At December 31, 2003 there were fewer than300 holders of record of each class of Notes.

 

(b)                                 Not applicable.

 

Item 6.                                                             **Selected Financial Data**

 

Not applicable.

 

Item 7.                                                             **Management’s Discussion andAnalysis of Financial Condition and Results of Operation**

 

Not applicable.

 

Item 7A.                                                   **Quantitative and QualitativeDisclosures About Market Risk**

 

Not applicable.

 

Item 8.                                                             **Financial Statements andSupplementary Data**

 

Not applicable.

 

2

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Item 9.                                                             **Changes in and DisagreementsWith Accountants on Accounting and Financial Disclosure**

 

None.

 

Item 9A.                                                   **Controls and Procedures**

 

Not Applicable.

 

**PART III**

 

Item 10.                                                       **Directors and ExecutiveOfficers of the Registrant**

 

Not applicable.

 

Item 11.                                                       **Executive Compensation**

 

Not applicable.

 

Item 12.                                                       **Security Ownership ofCertain 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 andRelated Transactions**

 

(a)                                  (1)                                  Not Applicable.

 

(2)                                  Not applicable.

 

(3)                                  None.

 

(4)                                  None.

 

Item 14.                                                       **Principal Accounting Feesand Services**

 

Not applicable.

 

3

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**PART IV**

 

Item 15.                                                       **Exhibits, FinancialStatement Schedules, and Reports on Form 8-K**

 

(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 CurrentReports on Form 8-K were filed by the registrant during the year endingDecember 31, 2003:

 
| **Date of Report**   |   | **Items  Reported** |
|----------------------|--------|---------------------|
|                 |   |                |
| March  27, 2003*     |   | Items  5, 7         |
| April  12, 2003*     |   | Items  5, 7         |
| May  12, 2003*       |   | Items  5, 7         |
| June  11, 2003*      |   | Items  5, 7         |
| July  10, 2003*      |   | Items  5, 7         |
| August  12, 2003*    |   | Items  5, 7         |
| September  10, 2003* |   | Items  5, 7         |
| October  10, 2003*   |   | Items  5, 7         |
| November  12, 2003*  |   | Items  5, 7         |
| December  10, 2003*  |   | Items  5, 7         |
| January  12, 2004*   |   | Items  5, 7         |

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*                                         Incorporated by Reference.

 

(c)                                  The exhibits filed in response to Item 601 ofRegulation S-K are listed in the Exhibit Index.

 

(d)                                 Not applicable.

 

 

 

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**SIGNATURES**

 

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

 
|   | Date:  | March  29, 2004                                                     |                     |   |   |
|--------|--------|---------------------------------------------------------------------|--------------------------|--------|--------|
|   |   |                                                                |                     |   |   |
|   |   | CAPITAL ONE PRIME AUTO  RECEIVABLES  TRUST 2003-1                   |
|   |   | (Co-Registrant)                                                     |
|   |   |                                                                |
|   |   | By: Capital One Auto  Finance, Inc., as  Administrator of the Trust |
|   |   |                                                                |                     |
|   |   |                                                                |                     |
|   |   | By:                                                                 | /s/ Stephen Linehan      |
|   |   |                                                                | Stephen Linehan          |
|   |   |                                                                | Assistant Vice President |

 

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**EXHIBITINDEX**

 

Exhibit 3.1: Limited Liability Company Agreement of the Company (Filedas an Exhibit to Registration Statement on Form S-3 (File No. 333-54736)).*

 

Exhibit 3.2: Amended and Restated Limited Liability Company Agreementof the Company dated as of July 26, 2001 (Filed as part of the Company’sCurrent Report on Form 8-K dated August 6, 2001).*

 

Exhibit 4.1: Amended and Restated Trust Agreement dated March 27, 2003between the Company and the Owner Trustee (Filed as part of the Company’sCurrent Report on Form 8-K dated April 12, 2003).*

 

Exhibit 4.2: Indenture dated March 27, 2003 between the Trust and theIndenture Trustee (Filed as part of the Company’s Current Report on Form 8-Kdated April 2, 2003).*

 

Exhibit 10.1: Sale Agreement dated March 27, 2003 between People FirstFinance LLC and Capital One Auto Finance, Inc. (Filed as part of the Company’sCurrent Report on Form 8-K dated April 2, 2003).*

 

Exhibit 10.2: Purchase Agreement dated March 27, 2003 between CapitalOne Auto Finance, Inc. and the Company (Filed as part of the Company’s CurrentReport on Form 8-K dated April 2, 2003).*

 

Exhibit 10.3: Sale and Servicing Agreement dated March 27, 2003 betweenCapital One Auto Finance, Inc., the Company, the Trust and the IndentureTrustee (Filed as part of the Company’s Current Report on Form 8-K dated April2, 2003).*

 

Exhibit 10.4: Administration Agreement dated March 27, 2003 among theTrust, Capital One Auto Finance, Inc. and the Indenture Trustee (Filed as partof the Company’s Current Report on Form 8-K dated April 2, 2003).*

 

Exhibit 31:  Certification ofOfficer of Registrant and Seller.

 

Exhibit 99.1: Aggregate Trust Data.

 

Exhibit 99.2:  Certification ofOfficer of Servicer.

 

Exhibit 99.3:  Annual Report ofIndependent Public Accountants.

 

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*Incorporated by reference.

 

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