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Estimated average
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------FORM 10-K
Current Report Annual Report Pursuant to SectionFOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13orOR 15(d)of the Securities Exchange Act ofOF
THE SECURITIES EXCHANGE ACT OF 1934(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year
ended:ended December 31,19992002.or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ECURITIES EXCHANGE ACT OF 1934
For the transition period from to
000-25762
(Commission File Number)Capital One Funding, LLC, As Depositor
CAPITAL ONE MASTER TRUST
CAPITAL ONE BANK (Exact
(Exact name of registrant as specified in its charter)Virginia 54-1719855 - ------------------------------- ------------------- (StateDelaware
(State orother jurisdictionOther Jurisdiction of(IRSIncorporation of the Issuer)
54-1719855
(Registrant’s I.R.S. Employerincorporation)Identification No.)
Capital One Funding, LLC
140 East Shore Drive,
Room 1048
Glen Allen, Virginia 23059
(804) 967-1000
(Address and Telephone Number of Principal Executive Offices)11013 West Broad Street Road
Glen Allen, Virginia 23060
- -------------------------------------------------- -------------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code): (804) 967-1000 Page 1 of 40(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the
Act: NoneSecuritiesRegistered pursuant to Section 12(g)Exchange Act ofthe act: Series 1993-4 Certificates Floating Rate Class A Asset Backed Certificates, Series 1993-4 5.8% Class B Asset Backed Certificates, Series 1993-4 Series 1994-3 Certificates Floating Rate Class A Asset Backed Certificates, Series 1994-3 7.35% Class B Asset Backed Certificates, Series 1994-3 Series 1995-1 Certificates Floating Rate Class A Asset Backed Certificates, Series 1995-1 Series 1995-3 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1995-3 Series 1996-1 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1996-1 Series 1996-2 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1996-2 Series 1996-3 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1996-3 Series 1997-1 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1997-1 Series 1997-2 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1997-2 Series 1998-1 Certificates 6.310% Class A Asset Backed Certificates, Series 1998-1 6.356% Class B Asset Backed Certificates, Series 1998-1 Series 1998-2 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1998-2 Page 2 of 40Series 1998-3 Certificates 5.94% Class A Asset Backed Certificates, Series 1998-3 Series 1998-4 Certificates 5.43% Class A Asset Backed Certificates, Series 1998-4 Floating Rate Class B Asset Backed Certificates, Series 1998-4 Series 1999-1 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1999-1 Series 1999-2 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1999-2 Series 1999-3 Certificates Floating Rate Class A, Class B Asset Backed Certificates, Series 1999-31934:None
Securities
to beregistered pursuant to Section 12(g) of theAct: NoneSecurities Exchange Act of 1934:Class A Floating Rate Asset Backed Certificates, Series 1996-3
Class B Floating Rate Asset Backed Certificates, Series 1996-3
Class A 6.310% Asset Backed Certificates, Series 1998-1
Class B 6.356% Asset Backed Certificates, Series 1998-1
Class A 5.43% Asset Backed Certificates, Series 1998-4
Class A 6.763% Asset Backed Certificates, Series 2000-4
Class A 6.6557% Asset Backed Certificates, Series 2000-5
Class A 5.57% Asset Backed Certificates, Series 2001-2
Class A Floating Rate Asset Backed Certificates, Series 2001-4
2
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter 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
Xo No----- -----Indicate by check mark if disclosure of delinquent filers 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’s knowledge, in definitive proxy or information statements incorporated by reference 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 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 common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. None
Registrant does not have any voting stock.
Registrant has not been involved in bankruptcy proceedings during the preceding five years. Registrant is not reporting as a corporate issuer. No documents have been incorporated by reference into this Form 10K.THE INDEX APPEARS ON PAGE 7
Page3
Part I
Item 1.Business
This Annual Report on Form 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 and Servicing Agreement, dated as of
40Part I Item 1. Business Not Applicable.September 30, 1993, amended and restated as of August 1, 2002, between Capital One Funding, LLC as transferor and The Bank of New York, as trustee (the “Trustee”). Certain information otherwise required to be included in this Report by the Instructions to Form 10-K has been omitted in reliance on the letter relief granted by the staff of the SEC to other companies in similar circumstances.Item 2.Properties
Not
Applicable.applicable.Item 3.Legal Proceedings
The registrant knows of no material pending legal proceedings with respect to the Trust, involving the Trust, the Trustee, the Trust Assets, the Servicer or Capital One
Bank.Funding, LLC.Item 4.Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of Certificateholders during the fiscal year covered by this
report to a vote of Certificateholders.Report.Part II
Item 5.Market for
Registrant'sRegistrant’s Common Equity and Related Stockholder MattersTo the best knowledge of the registrant, there is no established public trading market for the Certificates.
(a)For purposes of this report,
"Certificateholders"“Certificateholders” includes Class A Certificateholders, Class B Certificateholders, any holders of Class C Interest and holders of any Collateral Indebtedness Interest.(b)Not Applicable.
Item 6.Selected
financialFinancial DataNot
Applicable.applicable.Item 7.
Management'sManagement’s Discussion and Analysis of FinancialconditionCondition and Results of OperationsNot
Applicable.applicable.Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.Financial Statements and Supplementary Data
Not
Applicable. Page 4 of 40applicable. Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Part III
Item 10.Directors and Executive Officers of the Registrant
Not
Applicable.applicable.Item 11.Executive Compensation
Not
Applicable.applicable.4
Item 12.Security Ownership of Certain Beneficial Owners and Management
(a)Not
Applicable.applicable.(b)Not
Applicable.applicable.(c)Not
Applicable.applicable.Item 13.Certain Relationships and Related Transactions
(a)The registrant knows of no transaction or series of transactions during
1999fiscal year 2002 or any currently proposed transaction or series of transactions, in an amount exceeding $60,000, involving the Trust in which any Certificateholder identified initemItem 12(a) or any other beneficial owner of more than five percent of Certificates known to the registrant had or will have a direct or indirect material interest. There are no persons of the types described in Item 404(a)(1), (2) and (4).(b)Not
applicableapplicable.(c)Not
Applicableapplicable.Item 14.Controls and Procedures
Not applicable.
Part IV
Item
14.15.Exhibits, Financial Statement Schedules, and ReportsOnon Form 8-K(a)(1)Not applicable.
(2)Not applicable.
(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:Form 8-K were filed by the registrantrelating to 1999: Current Reports on Form 8-K dated: January 15, 1999; February 16, 1999; March 15, 1999; April 15, 1999; May 17, 1999; June 16, 1999; July 15, 1999; August 16, 1999; September, 20, 1999; October 15, 1999; November 15, 1999;during the year ending December15, 1999. Page31, 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
of 40SIGNATURES
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.
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, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Capital One Master
Trust (Registrant) By: Capital One Bank (SellerTrust;2.Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3.Based on my knowledge, the distribution or servicing information required to be provided to the Trustee by the Servicer under the Pooling and
Servicer) By: /s/ David M. Willey --------------------------------- David M. Willey Senior Vice PresidentServicing Agreement, for inclusion in these reports is included in these reports;4.Based on my knowledge and
CFO Page 6upon the annual compliance statement included in the reports and required to be delivered to the Trustee in accordance with the Pooling and Servicing Agreement, and except as disclosed in the reports, the Servicer has fulfilled its obligations under the Pooling and Servicing Agreement; and5.The reports disclose all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the attestation standards established by the American Institute of
40Certified Public Accountants, as set forth in the Pooling 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
EXHIBIT INDEX
PAGE NOSExhibit 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
1999 92002.Exhibit 99.1
Annual
Certificateholders'Certificateholders’ Statement required to be10 prepared pursuant to Series 1993-4 Supplement. Exhibit 99.2 Annual Certificateholders' Statement required to be 11 prepared pursuant to Series 1994-3 Supplement. Exhibit 99.3 Annual Certificateholders' Statement required to be 13 prepared pursuant to Series 1995-1 Supplement. Exhibit 99.4 Annual Certificateholders' Statement required to be 15 prepared pursuant to Series 1995-3 Supplement. Exhibit 99.5 Annual Certificateholders' Statement required to be 17 prepared pursuant to Series 1996-1 Supplement. Exhibit 99.6 Annual Certificateholders' Statement required to be 19prepared pursuant to Series 1996-2 Supplement.Exhibit
99.799.2Annual
Certificateholders'Certificateholders’ Statement required to be21prepared pursuant to Series 1996-3 Supplement.Exhibit
99.899.3Annual
Certificateholders'Certificateholders’ Statement required to be23prepared pursuant to Series 1997-1 Supplement.Exhibit
99.999.4Annual
Certificateholders' SupplementCertificateholders’ Statement required to be25prepared pursuant to Series 1997-2 Supplement.Exhibit
99.1099.5Annual
Certificateholders'Certificateholders’ Statement required to be27prepared pursuant to Series 1998-1 Supplement.Exhibit
99.1199.6Annual
Certificateholders'Certificateholders’ Statement required to be29 prepared pursuant to Series 1998-2 Supplement.Page 7 of 40
Exhibit 99.12 Annual Certificateholders' Statement required to be 31 prepared pursuant to Series 1998-3 Supplement. Exhibit 99.13 Annual Certificateholders' Statement required to be 33prepared pursuant to Series 1998-4 Supplement.Exhibit
99.1499.7Annual
Certificateholders'Certificateholders’ Statement required to be35prepared pursuant to Series 1999-1 Supplement.Exhibit
99.1599.8Annual
Certificateholders'Certificateholders’ Statement required to be37prepared pursuant to Series 1999-2 Supplement.Exhibit
99.1699.9Annual
Certificateholders'Certificateholders’ Statement required to be39prepared 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.
Page* Incorporated by Reference
7
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
of 40