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**UNITEDSTATES**

**SECURITIES AND EXCHANGECOMMISSION**

** **

**Washington, D.C. 20549**

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**FORM 10-K**

** **

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

**(Mark One)**

ý                                  **ANNUAL REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For thefiscal year ended December 31, 2002.**

**or**

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

**Forthe transition period from           to**

**000-25762****(Commission File Number)**

 

**Capital OneFunding, LLC, As Depositor**

** **

**CAPITAL ONEMASTER TRUST**(Exact name of registrant as specified in its charter)

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

**54-1719855**(Registrant’s I.R.S.Employer Identification No.)

**Capital One Funding, LLC140 East Shore Drive,Room 1048Glen Allen, Virginia 23059(804) 967-1000**(Address and TelephoneNumber of Principal Executive Offices)

**11013 West Broad Street Road**

**Glen Allen, Virginia  23060**

(FormerName or Former Address, 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:

 

Class A Floating Rate Asset Backed Certificates,Series 1996-3

Class B Floating Rate Asset Backed Certificates,Series 1996-3

   Class A6.310% Asset Backed Certificates, Series 1998-1

   Class B6.356% Asset Backed Certificates, Series 1998-1

   Class A5.43% Asset Backed Certificates, Series 1998-4

   Class A6.763% Asset Backed Certificates, Series 2000-4

   Class A6.6557% Asset Backed Certificates, Series 2000-5

   Class A5.57% Asset Backed Certificates, Series 2001-2

Class A Floating Rate Asset Backed Certificates,Series 2001-4

 

 

 

2

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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 Exchange Act Rule 12b-2).

 

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.

 

THE INDEX APPEARS ON PAGE7

 

3

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Part I

 

**Item 1.**                                                           **Business**

This Annual Report onForm 10-K (the “Report”) is filed with respect to Capital One Master Trust (the“Trust”), a trust formed pursuant to an Amended and Restated Pooling andServicing Agreement, dated as of September 30, 1993, amended and restated as ofAugust 1, 2002, between Capital One Funding, LLC as transferor and The Bank ofNew York, as trustee (the “Trustee”). Certain information otherwise required to be included in this Report bythe Instructions to Form 10-K has been omitted in reliance on the letter reliefgranted by the staff of the SEC to other companies in similar circumstances.

 

**Item 2.**                                                           **Properties**

Not applicable.

 

**Item 3.**                                                           **Legal Proceedings**

The registrant knows ofno material pending legal proceedings with respect to the Trust, involving theTrust, the Trustee, the Trust Assets, the Servicer or Capital One Funding, LLC.

 

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

No matter was submittedto a vote of Certificateholders during the fiscal year covered by this Report.

 

Part II

 

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

To the best knowledge ofthe registrant, there is no established public trading market for theCertificates.

(a)          For purposes of this report,“Certificateholders” includes Class A Certificateholders, Class BCertificateholders, any holders of Class C Interest and holders of anyCollateral Indebtedness Interest.

(b)         Not Applicable.

 

**Item 6.**                                                           **Selected Financial Data**

Not applicable.

 

**Item 7.**                                                           **Management’s Discussionand Analysis of Financial Condition and Results of Operations**

Not applicable.

** **

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

Not applicable.

 

**Item 8.**                                                           **Financial Statements andSupplementary Data**

Not applicable.

 

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

None.

 

Part III

 

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

Not applicable.

 

**Item 11.**                                                    **Executive Compensation**

Not applicable.

 

4

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** **

**Item 12.**                                                    **Security Ownership ofCertain Beneficial Owners and Management**

(a)          Not applicable.

(b)         Not applicable.

(c)          Not applicable.

 

**Item 13.**                                                    **Certain Relationshipsand Related Transactions**

(a)          The registrant knows of no transaction orseries of transactions during fiscal year 2002 or any currently proposedtransaction or series of transactions, in an amount exceeding $60,000,involving the Trust in which any Certificateholder identified in Item 12(a) orany other beneficial owner of more than five percent of Certificates known tothe registrant had or will have a direct or indirect material interest.  There are no persons of the types describedin Item 404(a)(1), (2) and (4).

(b)         Not applicable.

(c)          Not applicable.

 

**Item 14.**                                                    **Controls and Procedures**

Not applicable.

Part IV

 

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

(a)    (1)     Not applicable.

(2)                                  Not applicable.

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

(b)   Reports on Form 8-K.

The following Current Reports on Form 8-K were filedby the registrant during the year ending December 31, 2002:

 
| Date               |   | Items Reported |
|--------------------|--------|----------------|
| January 28, 2002   |   | Items 5 and 7  |
| February 12, 2002  |   | Items 5 and 7  |
| March 12, 2002     |   | Items 5 and 7  |
| April 10, 2002     |   | Items 5 and 7  |
| April 18, 2002     |   | Items 5 and 7  |
| May 10, 2002       |   | Items 5 and 7  |
| May 15, 2002       |   | Items 5 and 7  |
| June 12, 2002      |   | Items 5 and 7  |
| June 13, 2002      |   | Items 5 and 7  |
| June 14, 2002      |   | Items 5 and 7  |
| July 10, 2002      |   | Items 5 and 7  |
| August 2, 2002     |   | Items 9 and 7  |
| August 8, 2002     |   | Items 5 and 7  |
| September 11, 2002 |   | Items 5 and 7  |
| October 9, 2002    |   | Items 5 and 7  |
| November 12, 2002  |   | Items 5 and 7  |
| November 12, 2002  |   | Items 5 and 7  |
| December 10, 2002  |   | Items 5 and 7  |

 

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

 

(d)   Not applicable.

 

5

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SIGNATURES

 

                   Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

|   | Capital One Master Trust |
|--------|--------------------------|
|   | (Registrant)             |
|   |                     |
| By:    | Capital One Funding, LLC |
|   | (Depositor)              |
|   |                     |
| By:    | /s/ Stephen Linehan      |
|   | Stephen Linehan          |
|   | Chief Financial Officer  |

 

 

CERTIFICATIONS

 

I, Stephen Linehan, certify that:

 

1.               I have reviewed this annual report on Form 10-K, andall reports on Form 8-K containing distribution or servicing reports filed inrespect of periods included in the year covered by this annual report, ofCapital One Master Trust;

 

2.               Based on my knowledge, the information in thesereports, taken as a whole, does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading as of the last day of the period covered by this annual report;

 

3.               Based on my knowledge, the distribution or servicinginformation required to be provided to the Trustee by the Servicer under thePooling and Servicing Agreement, for inclusion in these reports is included inthese reports;

 

4.               Based on my knowledge and upon the annual compliancestatement included in the reports and required to be delivered to the Trusteein accordance with the Pooling and Servicing Agreement, and except as disclosedin the reports, the Servicer has fulfilled its obligations under the Poolingand Servicing Agreement; and

 

5.               The reports disclose all significant deficienciesrelating to the Servicer’s compliance with the minimum servicing standardsbased upon the report provided by an independent public accountant, afterconducting a review in compliance with the attestation standards established bythe American Institute of Certified Public Accountants, as set forth in thePooling and Servicing Agreement, that is included in these reports.

 

 

 
| March 31, 2003 | /s/ Stephen Linehan |
|----------------|---------------------|
|           |                | Stephen Linehan |
|           |                | Chief Financial Officer |
|           |                | Capital One Funding, LLC |

 

6

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|          |   | EXHIBIT INDEX                                                                                                                 |
|---------------|--------|-------------------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                          |
|          |   |                                                                                                                          |
| Exhibit 3.1   |   | Amended and Restated Limited Liability Agreement of  Capital One Funding, LLC dated as of July 31, 2002 (File No. 333-75276)* |
|          |   |                                                                                                                          |
| Exhibit 3.2   |   | Amended and Restated Pooling and Servicing Agreement  (File No. 333-75276)*                                                   |
|          |   |                                                                                                                          |
| Exhibit 99.0  |   | Capital One Master Trust Aggregated Data for 2002.                                                                            |
|          |   |                                                                                                                          |
| Exhibit 99.1  |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 1996-2 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.2  |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 1996-3 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.3  |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 1997-1 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.4  |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 1997-2 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.5  |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 1998-1 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.6  |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 1998-4 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.7  |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 1999-1 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.8  |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 1999-2 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.9  |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 1999-3 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.10 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2000-1 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.11 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2000-2 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.12 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2000-3 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.13 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2000-4 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.14 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2000-5 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.15 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2001-1 Supplement.                      |
|          |   |                                                                                                                          |
| Exhibit 99.16 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2001-2 Supplement.                      |

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* Incorporated by Reference

7

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| Exhibit 99.17 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2001-3 Supplement. |
|---------------|--------|----------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                     |
| Exhibit 99.18 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2001-4 Supplement. |
|          |   |                                                                                                     |
| Exhibit 99.19 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2001-5 Supplement. |
|          |   |                                                                                                     |
| Exhibit 99.20 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2001-6 Supplement. |
|          |   |                                                                                                     |
| Exhibit 99.21 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2001-7 Supplement. |
|          |   |                                                                                                     |
| Exhibit 99.22 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2001-8 Supplement. |
|          |   |                                                                                                     |
| Exhibit 99.23 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2002-1 Supplement. |
|          |   |                                                                                                     |
| Exhibit 99.24 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2002-2 Supplement. |
|          |   |                                                                                                     |
| Exhibit 99.25 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2002-3 Supplement. |
|          |   |                                                                                                     |
| Exhibit 99.26 |   | Annual Certificateholders’ Statement required to be  prepared pursuant to Series 2002-4 Supplement. |
|          |   |                                                                                                     |
| Exhibit 99.27 |   | Annual Servicer’s Certificate for the Trust                                                         |
|          |   |                                                                                                     |
| Exhibit 99.28 |   | Annual Report of Independent Public Accountants                                                          |

 

 

8

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