Item 1. Business
This Annual Report on Form 10-K (the “Report”) is filed with respect to Capital One Auto Finance Trust 2004-B (the “Trust”), a statutory trust formed under the laws of the State of Delaware pursuant to a Trust Agreement, dated as of August 24, 2004 (the “Trust Agreement”), between Capital One Auto Receivables, LLC, the registrant (referred to herein as the “Company”) and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). The Trust issued $1,500,000,000 in aggregate principal amount of asset-backed notes, Classes A-1, A-2, A-3 and A-4 (the “Notes”) pursuant to an Indenture, dated as of October 7, 2004 (the “Indenture”), between the Trust and JPMorgan Chase Bank, N.A., as indenture trustee (the “Indenture Trustee”) and operating pursuant to an Amended and Restated Trust Agreement, dated as of October 7, 2004 (the “Amended and Restated Trust Agreement”) between the Company and the Owner Trustee.
Item 2.
Item 2. Properties
See Item 15.
Item 3.
Item 3. Legal Proceedings
None.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
To the best knowledge of the registrant, there is no established public trading market for the Notes.
(a) At December 31, 2004 there were fewer than 300 holders of record of each class of Notes.
(b) Not applicable.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
Not Applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11.
Item 11. Executive Compensation
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13.
Item 13. Certain Relationships and Related Transactions
(a)
(1)
Not Applicable.
(2)
Not applicable.
(3)
None.
(4)
None.
Item 14.
Item 14. Principal Accounting Fees and Services
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
The following Current Reports on Form 8-K were filed by the registrant during the year ending December 31, 2004
(c) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(d) Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 2005
EXHIBIT INDEX
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 October 7, 2004 between the Company and the Owner Trustee (Filed as part of the Company’s Current Report on Form 8-K dated October 12, 2004).*
Exhibit 4.2:
Indenture dated October 7, 2004 between the Trust and the Indenture Trustee (Filed as part of the Company’s Current Report on Form 8-K dated October 12, 2004).*
Exhibit 10.2:
Purchase Agreement dated October 7, 2004 between Capital One Auto Finance, Inc. and the Company (Filed as part of the Company’s Current Report on Form 8-K dated October 12, 2004).*
Exhibit 10.3:
Sale and Servicing Agreement dated October 7, 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 October 12, 2004).*
Exhibit 10.4:
Administration Agreement dated October 7, 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 October 12, 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.
*Incorporated by reference.