**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 31,2004.**

 

**or**

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

 

**For the transition period from                       to                       **

 

**333-106575-04****(Commission File Number)**

**CAPITAL ONE AUTO FINANCE TRUST2004-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.)

 

**140 East Shore Drive**

**Room 1052-D**

**Glen Allen,Virginia 23059**

**(804)290-6736**(Address and Telephone Number of Principal Executive Offices)

**1680Capital One DriveMcLean, Virginia 22102**

**(703)720-1000**(Former Name orFormer Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b)of the Securities Exchange Act of1934:                      **None**

Securities registered pursuant to Section 12(g)of the Securities Exchange Act of1934:                       **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 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.

 

Yes o No ý

 

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the 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.  **None.**

 

 

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**PART I**

 

Item 1.                                                             **Business**

 

This Annual Report on Form 10-K (the “Report”) isfiled with respect to Capital One Auto Finance Trust 2004-A (the “Trust”), astatutory trust formed under the laws of the State of Delaware pursuant to aTrust Agreement, dated as of March 25, 2004 (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 $1,000,000,000 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 May 25, 2004 (the “Indenture”), between the Trust andJPMorgan Chase Bank, N.A., as indenture trustee (the “Indenture Trustee”) andoperating pursuant to an Amended and Restated Trust Agreement, dated as of May25, 2004 (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 the registrant, there is no established publictrading market for the Notes.

 

(a)                                  At December 31, 2004 there were fewerthan 300 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.

 

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

 

None.

 

Item 9A.                                                   **Controls and Procedures**

 

Not Applicable.

 

2

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**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 Current Reports on Form 8-K were filedby the registrant during the year ending December 31, 2004

 

| **Date of Report**      | ** ** | **Items Reported** |
|-------------------------|------------|--------------------|
|                    |       |               |
| May 25, 2004            |       | Items 5, 7         |
| June 9, 2004       |       | Items 5, 7         |
| July 13, 2004      |       | Items 5, 7         |
| August 12, 2004    |       | Items 5, 7         |
| September 10, 2004 |       | Items 8.01, 9.01   |
| October 12, 2004   |       | Items 8.01, 9.01   |
| November 9, 2004   |       | Items 8.01, 9.01   |
| December 10, 2004  |       | Items 8.01, 9.01   |

 

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

 

(d)                                 Not applicable.

 

4

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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 31, 2005

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

 

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**EXHIBITINDEX**

 
| Exhibit 3.1:  |   | Limited Liability Company Agreement of the Company  (Filed as an Exhibit to Registration Statement on Form S-3 (File No.  333-54736)).*                                                                                           |
|---------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                                                                                                                              |
| Exhibit 3.2:  |   | Amended and Restated Limited Liability Company  Agreement of the Company dated as of July 26, 2001 (Filed as part of the  Company’s Current Report on Form 8-K dated August 6, 2001).*                             |
|          |   |                                                                                                                                                                                                                              |
| Exhibit 4.1:  |   | Amended and Restated Trust Agreement dated May 25,  2004 between the Company and the Owner Trustee (Filed as part of the Company’s  Current Report on Form 8-K dated May 25, 2004).*                                         |
|          |   |                                                                                                                                                                                                                              |
| Exhibit 4.2:  |   | Indenture dated May 25, 2004 between the Trust and  the Indenture Trustee (Filed as part of the Company’s Current Report on Form  8-K dated May 25, 2004).*                                                                  |
|          |   |                                                                                                                                                                                                                              |
| Exhibit 10.2: |   | Purchase Agreement dated May 25, 2004 between  Capital One Auto Finance, Inc. and the Company (Filed as part of the Company’s  Current Report on Form 8-K dated May 25, 2004).*                                              |
|          |   |                                                                                                                                                                                                                              |
| Exhibit 10.3: |   | Sale and Servicing Agreement dated May 25, 2004  between Capital One Auto Finance, Inc., the Company, the Trust and the  Indenture Trustee (Filed as part of the Company’s Current Report on Form 8-K  dated May 25, 2004).* |
|          |   |                                                                                                                                                                                                                              |
| Exhibit 10.4: |   | Administration Agreement dated May 25, 2004 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 May 25, 2004).*                     |
|          |   |                                                                                                                                                                                                                              |
| 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: |   | Report of Independent Registered Public Accounting  Firm.                                                                                                                                                                         |
|          |   |                                                                                                                                                                                                                              |
| Exhibit 99.4: |   | Report of Management on  Compliance.                                                                                                                                                                                              |

 

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*Incorporated by reference.

 

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