** **

**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**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    ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**  For the fiscal year ended December 31, 2002.**

**or**

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

**Forthe transition period from                     to                     **

**333-54736-03(Commission File Number)**
| **CAPITAL  ONE AUTO FINANCE TRUST 2002-A, Issuer/ CAPITAL ONE AUTO RECEIVABLES, LLC,  Registrant and Seller** |
|---------------------------------------------------------------------------------------------------------------|
| (Exact name of registrant as specified in its  charter)                                                       |
|                                                                                                          |   |
| **Delaware**                                                                                                  |
| (State or Other Jurisdiction of Incorporation of the  Issuer)                                                 |
|                                                                                                          |   |
| **31-1750007**                                                                                                |
| (Registrant’s I.R.S. Employer Identification No.)                                                        |
|                                                                                                          |   |
| **1680 Capital One Drive**                                                                                    |
| **McLean, Virginia 22102**                                                                                    |
| **(703) 720-1000**                                                                                            |
| (Address and Telephone Number of Principal Executive Offices)                                                 |
|                                                                                                          |   |
| **8000  Jones Branch Drive, McLean Virginia 22102**                                                           |
| (Former Name or Former Address, if Changed Since Last Report)                                                 |

 

 

Securities registered pursuant to Section12(b) of the Securities Exchange Act of 1934:                        **None**Securities registered pursuant to Section 12(g) of the Securities Exchange Actof 1934:                        **None**

 

Indicate by check mark whether the registrant(1) has filed 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)has been subject to such filing requirements for the past 90 days.

 

ý Yes  o No

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of thischapter) is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.

 

Yes o No ý

 

Indicate by check mark whether the registrantis an accelerated filer (as defined in Rule 12b-2 of the Act).

 

Yes o No ý

 

State the aggregate market value of thevoting and non-voting common equity held by non-affiliates computed byreference to the price at which the common equity was last sold, or the averagebid and asked price of such common equity, as of the last business day of theregistrant’s most recently completed second fiscal quarter.  **None**

Registrant does not have any voting stock.

 

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**PART I**

Item1.                                                             **Business**

This Annual Report on Form 10-K (the “Report”) isfiled with respect to Capital One Auto Finance Trust 2002-A (the “Trust”), acommon law trust formed under the laws of the State of Delaware pursuant to aTrust Agreement, dated as of March 8, 2002 (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 $1,200,000,000 in aggregate principal amount ofasset-backed notes, Classes A-1, A-2, A-3 and A-4 (the “Notes”) pursuant to anIndenture, dated as of April 23, 2002 (the “Indenture”), between the Trust andJPMorgan Chase Bank, as indenture trustee (the “Indenture Trustee”) andoperating pursuant to an Amended and Restated Trust Agreement, dated as ofApril 23, 2002 (the “Amended and Restated Trust Agreement”) between the Companyand the Owner Trustee.  Certaininformation otherwise required to be included in this Report by the Instructionsto Form 10-K has been omitted in reliance on the letter relief granted by thestaff of the SEC to other companies in similar circumstances.

Item2.                                                             **Properties**

Not applicable.

Item3.                                                             **Legal Proceedings**

The registrant knows of no material pending legalproceedings with respect to the Trust or involving the Trust, any Notes, theCompany, the Servicer, the Owner Trustee or the Indenture Trustee.

Item 4.             **Submission of Matters toa Vote of Security Holders**

No matter was submitted to a vote of Noteholdersduring the fiscal year covered by this report.

**PART II**

Item5.                                                             **Market for Registrant’s Common Equity and Related StockholderMatters**

To the best of the registrant's knowledge, there is noestablished public trading market for the Notes.

(a)           At December 31, 2002 there were fewerthan 300 holders of record of each Class of Notes.

(b)           Not applicable.

Item6.                                                             **Selected Financial Data**

Not applicable.

Item7.                                                             **Management’s Discussion and Analysis of Financial Conditionand Results of Operation**

 

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Not applicable.

Item7A.                                                   **Quantitative and Qualitative Disclosures About Market Risk**

Not applicable.

Item8.                                                             **Financial Statements and Supplementary Data**

Not applicable.

Item9.                                                             **Changes in and Disagreements With Accountants on Accountingand Financial Disclosure**

None.

**PART III**

Item10.                                                       **Directors and Executive Officers of the Registrant**

Not applicable.

Item11.                                                       **Executive Compensation**

Not applicable.

Item12.                                                       **Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters**

Capital One Auto Receivables, LLC owns 100% of theCertificates issued by the Trust.  Whilesome noteholder’s positions in the Trust exceeded 5% of the outstandingprincipal balance of the Notes, such securities do not constitute votingsecurities within the meaning of Item 403 of Regulation S-K.

Item13.                                                       **Certain Relationships and Related Transactions**

Not applicable.

Item 14.                                                       **Controls and Procedures**

Not applicable.

**PART IV**

Item15.                                                       **Exhibits, Financial Statement Schedules, and Reports on Form8-K**

(a)                                  (1)                                  Not applicable.

(2)                                  Not applicable.

 

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(3)                                  The exhibits filed in response to Item601 of Regulation S-K are listed in the Exhibit Index.

 

(b)                                 Reports of Form 8-K.

                                                The following Current Reports on Form 8-Kwere filed by the registrant during the year ending December 31, 2002:
| **Date of Report**  |   | **Items Reported** |   |
|---------------------|--------|--------------------|--------|
| April 15, 2002      |   | Items 5 and 7      |   |
| April 18, 2002      |   | Items 5 and 7      |   |
| April 25, 2002      |   | Items 5 and 7      |   |
| April 30, 2002      |   | Items 5 and 7      |   |
| May 10, 2002        |   | Item 5             |   |
| May 21, 2002        |   | Item 5             |   |
| June 12, 2002       |   | Item 5             |   |
| July 10, 2002       |   | Item 5             |   |
| August 12, 2002     |   | Item 5             |   |
| October 10, 2002    |   | Item 5             |   |
| November 12, 2002   |   | Item 5             |   |
| December 11, 2002   |   | Item 5             |   |
| January 6, 2003 *   |   | Item 5             |   |
| January 15, 2003 ** |   | Item 5             |   |

 

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*Amendment to November 2002 Monthly ServicerReport.

 

**December 2002 Monthly Servicer Report.

 

(c)                                  See subparagraph (a)(3) above.

(d)                                 Not applicable.

 

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized.

 
|   |   | CAPITAL ONE AUTO  RECEIVABLES LLC |
|--------|--------|-----------------------------------|
|   |   | (Registrant)                      |
|   |   |                              |
|   | By:    | /s/ Stephen Linehan               |
|   |   | Stephen Linehan                   |
|   |   | Chief Financial Officer           |

 

** **

**CERTIFICATIONS**

I, Stephen Linehan, certify that:

 

1.                                       I have reviewedthis annual report on Form 10-K, and all reports on Form 8-K containingdistribution or servicing reports filed in respect of periods included in theyear covered by this annual report, of Capital One Auto Finance Trust 2002-A;

 

2.                                       Based on myknowledge, the information in these reports, taken as a whole, does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading as of the last day of theperiod covered by this annual report;

 

3.                                    Based on myknowledge, the servicing information required to be provided to the IndentureTrustee by the Servicer under the Servicing Agreement for inclusion in thesereports is included in these reports;

 

4.                                    Based on myknowledge and upon the annual compliance statement included in the reports andrequired to be delivered to the Indenture Trustee in accordance with theServicing Agreement, and except as disclosed in the reports, the Servicer hasfulfilled its obligations under the Servicing Agreement.

 

5.                                    The reportsdisclose all significant deficiencies relating to the Servicer's compliancewith the minimum servicing standards based upon the report provided by anindependent accountant, after conducting a review in compliance with theattestation standards established by the American Institute of Certified PublicAccountants, as set forth in the Servicing Agreement, that is included in thesereports.

 

Date: March 31, 2003

 
|   | By:    | /s/ Stephen Linehan     |
|--------|--------|-------------------------|
|   |   | Stephen Linehan         |
|   |   | Chief Financial Officer |

 

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**EXHIBIT INDEX**

 

Exhibit 3.1: Limited Liability Company Agreement ofthe Company (Filed as an Exhibit to Registration Statement on Form S-3 (FileNo. 333-54736)).*

Exhibit 3.2: Amended and Restated Limited LiabilityCompany Agreement of the Company dated as of July 26, 2001 (Filed as part ofthe Company’s Current Report on Form 8-K dated August 6, 2001).*

Exhibit 4.1: Amended and Restated Trust Agreementdated April 23, 2002 between the Company and the Owner Trustee (Filed as partof the Company’s Current Report on Form 8-K dated April 30, 2002).*

Exhibit 4.2: Indenture dated April 23, 2002 betweenthe Trust and the Indenture Trustee (Filed as part of the Company’s CurrentReport on Form 8-K dated April 30, 2002).*

Exhibit 4.3: Note Guaranty Insurance Policy dated asof April 23, 2002 delivered by MBIA Insurance Corporation (Filed as part of theCompany’s Current Report on Form 8-K dated April 30, 2002).*

Exhibit 10.1: Transfer and Assignment Agreement datedApril 23, 2002 between the Company and Capital One Auto Finance, Inc. (Filed aspart of the Company’s Current Report on Form 8-K dated April 30, 2002).*

Exhibit 10.2: Contribution Agreement dated April 23,2002 between the Trust and the Company (Filed as part of the Company’s CurrentReport on Form 8-K dated April 30, 2002).*

Exhibit 10.3: Servicing Agreement dated April 23, 2002between Capital One Auto Finance, Inc., the Company and the Trust (Filed aspart of the Company’s Current Report on Form 8-K dated April 30, 2002).*

Exhibit 10.4: Administration Agreement dated April 23,2002 among the Trust, Capital One Auto Finance, Inc. and the Indenture Trustee(Filed as part of the Company’s Current Report on Form 8-K dated April 30,2002).*

Exhibit 10.5: Indemnification Agreement dated as ofApril 23, 2002 among MBIA Insurance Corporation, the Trust and the Representativeof the Underwriters (Filed as part of the Company’s Current Report on Form 8-Kdated April 30, 2002).*

Exhibit 99.1 ServicerReport.

Exhibit 99.2: AnnualStatement as to Compliance of the Servicer.

Exhibit 99.3:  Annual Report of Independent Public Accountants.

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*Incorporated by reference.

 

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