**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K**

 

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

 

**(Mark One)**

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

 

Forthe fiscal year ended December 31, 2007.

 

**or**

 

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

 

Forthe transition period from                    to                            .

 

**333-142062-03**

(Commission File Number forthe Issuing Entity)

 

**CAPITAL ONE AUTO FINANCETRUST 2007-C**

(Exact name of the IssuingEntity as specified in its charter)

 

**333-142062** (Commission File Number for theDepositor)

 

**CAPITAL ONE AUTORECEIVABLES, LLC**

(Exact name of the Depositoras specified in its charter)

 

**CAPITAL ONE AUTO FINANCE, INC.**

(Exact name of the Sponsor as specified inits charter)

 

**Delaware**(State or other jurisdiction of incorporation or organization for the IssuingEntity and the Depositor)

 

**51-6593330**

(I.R.S. Employer Identification No. forthe Issuing Entity)

 

**31-1750007**

(I.R.S. EmployerIdentification No. for the Depositor)

 

**140 East Shore Drive**

**Room 1052-D**

**Glen Allen,Virginia 23059**

(Address of principalexecutive offices)

 

**(804) 290-6736**

(Telephone number, includingarea code)

 

**None**

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

 

Securities registered pursuant to Section 12(b) ofthe Securities Exchange Act of 1934:     **None**

Securities registered pursuant to Section 12(g) ofthe 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 SecuritiesAct).    o  Yes    x  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    x  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.

 

x  Yes    o  No

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) isnot 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.x

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer x  (Do not check if a smaller reporting company) | Smaller reporting company o |
|--------------------------------|--------------------------|-----------------------------------------------------------------------------|----------------------------------|

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).o  Yes    x  No

 

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 Incorporatedby Reference. **See Item 15(b)**.

 

 

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**PART I**

 

**Thefollowing items have been omitted in accordance with General Instruction J to Form 10-K:**

 

(A)                              Item 1:    Business

 

(B)                                Item 1A: RiskFactors

 

(C)                                Item 2:    Properties

 

(D)                               Item 3:    LegalProceedings

 

(E)                                 Item 4:    Submissionof Matters to a Vote of Security Holders

 

**Item1B. Unresolved Staff Comments.**

 

Not applicable.

 

**Substituteinformation provided in accordance with General Instruction J to Form 10-K:**

 

**Item 1112(b) ofRegulation AB. Significant Obligors of Pool Assets (Financial Information).**

 

No single obligor represents10% or more of the pool assets held by Capital One Auto Finance Trust 2007-C(the “Issuing Entity”).

 

**Item 1114(b)(2) ofRegulation AB. Credit Enhancement and Other Support, Except for CertainDerivatives Instruments (Information Regarding Significant EnhancementProviders).**

 

The consolidated financialstatements of Financial Guaranty Insurance Company (“FGIC”) and itssubsidiaries are included in this Form 10-K. You should be aware that anysuch financial statements may be modified or superseded by FGIC at a later date.You should not assume that information concerning FGIC is accurate as of anydate other than the date of the financial statements included in this Form 10-K.

 

**Item 1115(b) ofRegulation AB.****Certain Derivatives Instruments (FinancialInformation).**

 

Based on the standards setforth in Item 1115(b) of Regulation AB, no information is required inresponse to this Item.

 

**Item 1117 of RegulationAB. Legal Proceedings.**

 

There are no material legalor governmental proceedings pending against Capital One Auto Finance, Inc.(“COAF”), Capital One Auto Receivables, LLC (the “Depositor”), Capital One,National Association (“CONA”), REMITCO, LLC, the Issuing Entity, OnyxAcceptance Corp. (“Onyx”), Deutsche Bank Trust Company Americas, as IndentureTrustee or Wilmington Trust Company, as Owner Trustee, or of which any propertyof the foregoing is the subject. COAF, Onyx and CONA are currently parties tovarious legal proceedings arising from time to time in the ordinary course oftheir businesses, some of which purport to be class actions. Based oninformation currently available, it is the opinion of COAF, Onyx and CONA thatthe eventual outcome of any currently pending legal proceeding, individually orin the aggregate, will not have a material adverse effect on their ability toperform their obligations in relation to the receivables. No assurance,however, can be given that the final outcome of these legal proceedings, ifunfavorable, either individually or in the aggregate, would not have a materialadverse impact on COAF, Onyx or CONA. Any such unfavorable outcome couldadversely affect the ability of

 

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COAF, Onyx or CONA toperform their respective obligations with respect to the receivables and potentiallylead to the replacement of Onyx (as successor in interest to COAF) with asuccessor servicer.

 

**PART II**

 

**Thefollowing items have been omitted in accordance with General Instruction J to Form 10-K:**

 
| (A)    | Item 5:  | Market for Registrant’s  Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities |
|--------|----------|---------------------------------------------------------------------------------------------------------------------|
|   |     |                                                                                                                |
| (B)    | Item 6:  | Selected Financial Data                                                                                             |
|   |     |                                                                                                                |
| (C)    | Item 7:  | Management’s Discussion  and Analysis of Financial Condition and Results of Operations                         |
|   |     |                                                                                                                |
| (D)    | Item 7A: | Quantitative and  Qualitative Disclosures about Market Risk                                                         |
|   |     |                                                                                                                |
| (E)    | Item 8:  | Financial Statements and  Supplementary Data                                                                        |
|   |     |                                                                                                                |
| (F)    | Item 9:  | Changes in and  Disagreements with Accountants on Accounting and Financial Disclosure                               |
|   |     |                                                                                                                |
| (G)    | Item 9A: | Controls and Procedures                                                                                             |

 

**Item9A(T). Controls and Procedures.**

 

Not applicable.

 

**Item9B. Other Information.**

 

None.

 

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**PART III**

 

**Thefollowing items have been omitted in accordance with General Instruction J to Form 10-K:**

 
| (A)    | Item 10: | Directors,  Executive Officers, and Corporate Governance                                         |
|--------|----------|--------------------------------------------------------------------------------------------------|
|   |     |                                                                                             |
| (B)    | Item 11: | Executive  Compensation                                                                          |
|   |     |                                                                                             |
| (C)    | Item 12: | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters |
|   |     |                                                                                             |
| (D)    | Item 13: | Certain  Relationships and Related Transactions, and Director Independence                       |
|   |     |                                                                                             |
| (E)    | Item 14: | Principal  Accountant Fees and Services                                                          |

 

**Substituteinformation provided in accordance with General Instruction J to Form 10-K:**

 

**Item 1119 of RegulationAB. Affiliations and Certain Relationships and Related Transactions.**

 

Information required by Item 1119 of Regulation ABhas been omitted from this report on Form 10-K in reliance on theInstruction to Item 1119.

 

**Item 1122 of Regulation AB.Compliance with Applicable Servicing Criteria.**

 

The Sponsor (in its role as Servicer), First DataResources, Inc., REMITCO LLC, FDI Computer Consulting, Inc. and Deutsche BankTrust Company Americas(collectively, the “Servicing Parties”) have each been identified by theregistrant as parties participating in the servicing function with respect tomore than 5% of the pool assets held by the Issuing Entity. Each of theServicing Parties has completed a report on an assessment of compliance withthe servicing criteria applicable to it (each, a “Report on Assessment”), whichReports on Assessment are attached as exhibits to this Form 10-K. Inaddition, each of the Servicing Parties has provided an attestation report(each, an “Attestation Report”) by one or more registered public accountingfirms, which reports are also attached as exhibits to this Form 10-K.

 

Regulations of theSecurities and Exchange Commission (the “SEC”) require that each ServicingParticipant complete a Report on Assessment at a “platform” level, meaning thatthe transactions covered by the Report on Assessment should include allasset-backed securities transactions involving such Servicing Participant thatare backed by the same asset type. More recent guidance from the SEC staffidentified additional parameters which a Servicing Participant may apply todefine and further limit its platform. For example, a Servicing Participant maydefine its platform to include only transactions that were completed on orafter January 1, 2006 and that wereregistered with the SEC pursuant to the Securities Act of 1933. Each ServicingParticipant is responsible for defining its own platform, and each platformwill naturally differ based on various factors, including the ServicingParticipant’s business model and the transactions in which it is involved.

 

Based on our understanding of their platforms andthe guidance that is available at this time, we believe that the parameters bywhich the Servicing Participants have defined their platforms should be permissible.However, because the SEC’s regulations are new and the guidance that isavailable at this time is subject to clarification or change, we cannot assureyou that the SEC and its staff will necessarily agree.

 

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**Item 1123 of RegulationAB. Servicer Compliance Statements.**

 

The Sponsor (in its role asservicer as of and for the period ended December 31, 2007) and CONA havebeen identified by the registrant as the servicers meeting the criteria of Item1108(a)(2)(i), (ii) or (iii) with respect to the asset pool held bythe Issuing Entity. The Sponsor and CONA have each completed a statement ofcompliance with applicable servicing criteria (a “Compliance Statement”) signedby an authorized officer of the Sponsor and CONA, respectively. The ComplianceStatements are attached as exhibits to this Form 10-K.

 

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**PART IV**

 

**Item15. Exhibits And Financial Statement Schedules.**

 

(a)(1)       Not Applicable.

 

(a)(2)       Not Applicable.

 

(a)(3)       Not Applicable.

 

(b)           Exhibits.

 

The exhibits listed beloware either included or incorporated by reference as indicated:

 
| Exhibit 3.1  | Amended and Restated Limited Liability Company Agreement of the  Registrant dated as of July 26, 2001.**                                                                                          |
|-------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                                                                   |
| Exhibit 4.1  | Amended and Restated Trust Agreement dated October 11, 2007  between the Registrant and Wilmington Trust Company, in its capacity as owner  trustee.*                                             |
|              |                                                                                                                                                                                                   |
| Exhibit 4.2  | Indenture dated October 11, 2007 between the Issuing Entity and  Deutsche Bank Trust Company Americas, as the indenture trustee (the  “Indenture Trustee”) (including forms of Notes).* |
|              |                                                                                                                                                                                                   |
| Exhibit 4.3  | Note Guaranty Insurance Policy dated as of October 11, 2007  delivered by Financial Guaranty Insurance Company (the “Note Insurer”).*                                                   |
|              |                                                                                                                                                                                                   |
| Exhibit 10.1 | Purchase Agreement dated October 11, 2007 between the Registrant  and COAF.*                                                                                                                      |
|              |                                                                                                                                                                                                   |
| Exhibit 10.2 | Sale and Servicing Agreement dated October 11, 2007 between the  Registrant, the Issuing Entity, and the Indenture Trustee.*                                                                      |
|              |                                                                                                                                                                                                   |
| Exhibit 10.3 | Administration Agreement dated October 11, 2007 among the  Issuing Entity, COAF, as the administrator, and the Indenture Trustee.*                                                                |
|              |                                                                                                                                                                                                   |
| Exhibit 10.4 | Insurance Agreement dated as of October 11, 2007 among the Note Insurer, COAF, the Registrant, the  Issuing Entity and the Indenture Trustee.*                                                    |
|              |                                                                                                                                                                                                   |
| Exhibit 10.5 | ISDA Master Agreement dated as of October 11, 2007 between the  Issuing Entity and Barclays Bank PLC (the “Swap Counterparty”).*                                                        |
|              |                                                                                                                                                                                                   |
| Exhibit 10.6 | Schedule to the ISDA Master Agreement dated as of October 11,  2007 between the Issuing Entity and the Swap Counterparty.*                                                                        |
|              |                                                                                                                                                                                                   |
| Exhibit 10.7 | The Class A-2-B Swap Transaction Confirmation dated as of  October 11, 2007 between the Issuing Entity and the Swap Counterparty.*                                                           |
|              |                                                                                                                                                                                                   |
| Exhibit 10.8 | The Class A-3-B Swap Transaction Confirmation dated as of  October 11, 2007 between the Issuing Entity and the Swap Counterparty.*                                                           |
|              |                                                                                                                                                                                                   |
| Exhibit 31.1 | Certification of Capital One Auto Finance, Inc. pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                  |

 

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| Exhibit 33.1 | Report on Assessment of Compliance with Servicing Criteria for Asset  Backed Securities of Capital One Auto Finance, Inc.                                                                                   |
|-------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                                                                             |
| Exhibit 33.2 | Report on Assessment of Compliance with SEC Regulation AB Criteria by  First Data Resources, Inc. and its affiliate REMITCO LLC.                                                                            |
|              |                                                                                                                                                                                                             |
| Exhibit 33.3 | Report on Assessment of Compliance with Applicable Servicing Criteria for Asset Backed  Securities of FDI Computer Consulting, Inc.                                                                         |
|              |                                                                                                                                                                                                             |
| Exhibit 33.4 | Report on Assertion of Compliance with Servicing Criteria for  Asset-Backed Securities of Deutsche Bank Trust Company Americas.                                                                                  |
|              |                                                                                                                                                                                                             |
| Exhibit 34.1 | Attestation Report of Independent Registered Public Accounting Firm  on Assessment of Compliance with Applicable Servicing Criteria for  Asset-Backed Securities relating to Capital One Auto Finance, Inc. |
|              |                                                                                                                                                                                                             |
| Exhibit 34.2 | Attestation Report of Independent Registered Public Accounting Firm  on Assessment of Compliance with SEC Regulation AB Criteria by First Data  Resources, Inc. and its affiliate REMITCO LLC               |
|              |                                                                                                                                                                                                             |
| Exhibit 34.3 | Attestation Report of Independent Registered Public Accounting Firm  on Assessment of Compliance with Applicable Servicing Criteria for  Asset-Backed Securities relating to FDI Computer Consulting, Inc.  |
|              |                                                                                                                                                                                                             |
| Exhibit 34.4 | Attestation Report of Independent Registered Public Accounting Firm  on Assertion of Compliance with Servicing Criteria for Asset-Backed  Securities relating to Deutsche Bank Trust Company Americas.           |
|              |                                                                                                                                                                                                             |
| Exhibit 35.1 | Servicing Compliance Statement of Capital One Auto Finance, Inc.                                                                                                                                            |
|              |                                                                                                                                                                                                             |
| Exhibit 35.2 | Servicing Compliance Statement of Capital One, National Association.                                                                                                                                             |
|              |                                                                                                                                                                                                             |
| Exhibit 99.1 | The consolidated financial statements of FGIC and its subsidiaries as  of December 31, 2007.                                                                                                                |

 

(c)           Not Applicable.

 

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*Incorporated by reference from the Form 8-K ofthe Registrant and the Issuing Entity filed on October 15, 2007.

 

**Incorporated by reference from Exhibit 3.1filed with Form 8-K of the Registrant, file no. 333-54736, on August 6,2001.

 

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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 27, 2008

 

 
|   | CAPITAL ONE  AUTO RECEIVABLES, LLC, as  Depositor |
|--------|---------------------------------------------------|
|   |                                              |   |
|   |                                              |   |
|   | By:                                               | /s/Stephen  Linehan |
|   |                                              | Name: | Stephen  Linehan* |
|   |                                              | Title: | Treasurer |

 

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*Stephen Linehan is the senior officer in charge of securitization of CapitalOne Auto Receivables, LLC.

 

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**EXHIBITINDEX**

 

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                        |
|---------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |       |                                                                                                                                                                                                   |
| Exhibit 3.1    |       | Amended and Restated Limited Liability Company Agreement of the  Registrant dated as of July 26, 2001.**                                                                                          |
|                |       |                                                                                                                                                                                                   |
| Exhibit 4.1    |       | Amended and Restated Trust Agreement dated October 11, 2007  between the Registrant and Wilmington Trust Company, in its capacity as owner  trustee.*                                             |
|                |       |                                                                                                                                                                                                   |
| Exhibit 4.2    |       | Indenture dated October 11, 2007 between the Issuing Entity and  Deutsche Bank Trust Company Americas, as the indenture trustee (the  “Indenture Trustee”) (including forms of Notes).* |
|                |       |                                                                                                                                                                                                   |
| Exhibit 4.3    |       | Note Guaranty Insurance Policy dated as of October 11, 2007  delivered by Financial Guaranty Insurance Company (the “Note Insurer”).*                                                   |
|                |       |                                                                                                                                                                                                   |
| Exhibit 10.1   |       | Purchase Agreement dated October 11, 2007 between the Registrant  and COAF.*                                                                                                                      |
|                |       |                                                                                                                                                                                                   |
| Exhibit 10.2   |       | Sale and Servicing Agreement dated October 11, 2007 between the  Registrant, the Issuing Entity, and the Indenture Trustee.*                                                                      |
|                |       |                                                                                                                                                                                                   |
| Exhibit 10.3   |       | Administration Agreement dated October 11, 2007 among the  Issuing Entity, COAF, as the administrator, and the Indenture Trustee.*                                                                |
|                |       |                                                                                                                                                                                                   |
| Exhibit 10.4   |       | Insurance Agreement dated as of October 11, 2007 among the Note Insurer, COAF, the Registrant, the  Issuing Entity and the Indenture Trustee.*                                                    |
|                |       |                                                                                                                                                                                                   |
| Exhibit 10.5   |       | ISDA Master Agreement dated as of October 11, 2007 between the  Issuing Entity and Barclays Bank PLC (the “Swap Counterparty”).*                                                        |
|                |       |                                                                                                                                                                                                   |
| Exhibit 10.6   |       | Schedule to the ISDA Master Agreement dated as of October 11,  2007 between the Issuing Entity and the Swap Counterparty.*                                                                        |
|                |       |                                                                                                                                                                                                   |
| Exhibit 10.7   |       | The Class A-2-B Swap Transaction Confirmation dated as of  October 11, 2007 between the Issuing Entity and the Swap Counterparty.*                                                           |
|                |       |                                                                                                                                                                                                   |
| Exhibit 10.8   |       | The Class A-3-B Swap Transaction Confirmation dated as of  October 11, 2007 between the Issuing Entity and the Swap Counterparty.*                                                           |
|                |       |                                                                                                                                                                                                   |
| Exhibit 31.1   |       | Certification of Capital One Auto Finance, Inc. pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                  |
|                |       |                                                                                                                                                                                                   |
| Exhibit 33.1   |       | Report on Assessment of Compliance with Servicing Criteria for Asset  Backed Securities of Capital One Auto Finance, Inc.                                                                         |
|                |       |                                                                                                                                                                                                   |
| Exhibit 33.2   |       | Report on Assessment of Compliance with SEC Regulation AB Criteria by  First Data Resources, Inc. and its affiliate REMITCO LLC.                                                                  |

 

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| Exhibit 33.3 |   | Report on Assessment of Compliance with Applicable Servicing Criteria  for Asset Backed Securities of FDI Computer Consulting, Inc.                                                                        |
|-------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                                                                                                                            |
| Exhibit 33.4 |   | Report on Assertion of Compliance with Servicing Criteria for  Asset-Backed Securities of Deutsche Bank Trust Company Americas.                                                                                 |
|              |   |                                                                                                                                                                                                            |
| Exhibit 34.1 |   | Attestation Report of Independent Registered Public Accounting Firm  on Assessment of Compliance with Servicing Criteria for Asset-Backed  Securities relating to Capital One Auto Finance, Inc.           |
|              |   |                                                                                                                                                                                                            |
| Exhibit 34.2 |   | Attestation Report of Independent Registered Public Accounting Firm  on Assessment of Compliance with SEC Regulation AB Criteria by First Data  Resources, Inc. and its affiliate REMITCO LLC              |
|              |   |                                                                                                                                                                                                            |
| Exhibit 34.3 |   | Attestation Report of Independent Registered Public Accounting Firm  on Assessment of Compliance with Applicable Servicing Criteria for  Asset-Backed Securities relating to FDI Computer Consulting, Inc. |
|              |   |                                                                                                                                                                                                            |
| Exhibit 34.4 |   | Attestation Report of Independent Registered Public Accounting Firm  on Assertion of Compliance with Servicing Criteria for Asset-Backed  Securities relating to Deutsche Bank Trust Company Americas.          |
|              |   |                                                                                                                                                                                                            |
| Exhibit 35.1 |   | Servicing Compliance Statement of Capital One Auto Finance, Inc.                                                                                                                                           |
|              |   |                                                                                                                                                                                                            |
| Exhibit 35.2 |   | Servicing Compliance Statement of Capital One, National Association.                                                                                                                                            |
|              |   |                                                                                                                                                                                                            |
| Exhibit 99.1 |   | The consolidated financial statements of FGIC and its subsidiaries as  of December 31, 2007.                                                                                                               |

 

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*Incorporated by reference from the Form 8-K ofthe Registrant and the Issuing Entity filed on October 15, 2007.

 

**Incorporated by reference from Exhibit 3.1filed with Form 8-K of the Registrant, file no. 333-54736, on August 6,2001.

 

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