Item 1. Business
This Annual Report on Form 10-K (the “Report”) is filed with respect to Capital One Auto Finance Trust 2005-D (the “Trust”), a statutory trust formed under the laws of the State of Delaware pursuant to a Trust Agreement, dated as of October 27, 2005 (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 $1,400,000,000 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 December 1, 2005 (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 December 1, 2005 (the “Amended and Restated Trust Agreement”) between the Company and the Owner Trustee.
Item 1A.
Item 1A. Risk Factors
Omitted.
Item 1B.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Item 2. Properties
See Item 15.
Item 3
Item 3 Legal Proceedings
(a) None.
(b) Not applicable.
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 and Issuer Purchases of Equity Securities
To the best knowledge of the registrant, there is no established public trading market for the Notes.
(a) At December 31, 2005 there were fewer than 300 holders of record of each class of Notes.
(b) Not applicable.
(c) Not applicable.
Item 6.
Item 6. Selected Financial Data
Omitted.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Omitted.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data
With regard to Part IV of the Servicer’s Certificates filed on Form 8-K for each Monthly Period in 2005, the delinquency statistics regarding the receivables were recalculated subsequent to the initial filing resulting in reported delinquency statistics being immaterially lower than the actual delinquency experience. The subsequent change in the delinquency statistics did not result in the breach of any delinquency triggers and there was no impact to the cash flows of the securitization trust.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Omitted.
Item 9A.
Item 9A. Controls and Procedures
Omitted.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Omitted.
Item 11.
Item 11. Executive Compensation
Omitted.
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 Accountant Fees and Services
Omitted.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
(a) (1) None.
(2) None.
(3) The exhibits filed in response to Item 601 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 filed by the registrant during the year ending December 31, 2005
(c) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
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 30, 2006
CAPITAL ONE AUTO REVEIVABLES, LLC,
as Depositor
By: /s/ Stephen Linehan
Name: Stephen Linehan
Title: Treasurer
EXHIBIT INDEX
Exhibit 1.1
Underwriting Agreement dated November 22, 2005, among the Registrant, COAF and the Representatives. (Filed as part of the Company’s Current Report on Form 8-K filed on December 7, 2005).*
Exhibit 3.1
Amended and Restated Limited Liability Company Agreement of the Registrant dated as of July 26, 2001 (incorporated by reference from Exhibit 3.1 filed with Form 8-K of the Registrant, file no. 333-54736, filed on August 6, 2001) (Filed as part of the Company’s Current Report on Form 8-K filed on December 7, 2005).*
Exhibit 4.1
Amended and Restated Trust Agreement dated December 1, 2005 between the Registrant and Wilmington Trust Company, in its capacity as owner trustee (Filed as part of the Company’s Current Report on Form 8-K filed on December 7, 2005).*
Exhibit 4.2
Indenture dated December 1, 2005 between the Trust and JPMorgan Chase Bank as the indenture trustee (the “Indenture Trustee”) (including forms of Notes) (Filed as part of the Company’s Current Report on Form 8-K filed on December 7, 2005).*
Exhibit 4.3
Note Guaranty Insurance Policy dated as of December 1, 2005 delivered by MBIA Insurance Corporation (the “Note Insurer”) (Filed as part of the Company’s Current Report on Form 8-K filed on December 7, 2005).*
Exhibit 10.1
Purchase Agreement dated December 1, 2005 between the Registrant and COAF (Filed as part of the Company’s Current Report on Form 8-K filed on December 7, 2005).*
Exhibit 10.2
Sale and Servicing Agreement dated December 1, 2005 between the Registrant and the Trust (Filed as part of the Company’s Current Report on Form 8-K filed on December 7, 2005).*
Exhibit 10.3
Administration Agreement dated December 1, 2005 among the Trust, COAF, as the administrator (the “Administrator”), and the Indenture Trustee (Filed as part of the Company’s Current Report on Form 8-K filed on December 7, 2005).*
Exhibit 10.4
Insurance Agreement dated as of December 1, 2005 among the Note Insurer, COAF, the Registrant, the Trust and the Indenture Trustee (Filed as part of the Company’s Current Report on Form 8-K filed on December 7, 2005).*
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:
Independent Auditors Report on Compliance.
Exhibit 99.4:
Report of Management on Compliance.
*Incorporated by reference.