UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

On or about January 31, 2018, Toyota Auto Finance Receivables LLC will transfer certain motor vehicle retail installment sales contracts (the “Receivables”) to Toyota Auto Receivables 2018-A Owner Trust (the “Trust”).  The Trust will grant a security interest in the Receivables to U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”), and will issue: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $440,000,000; (ii) Class A-2a Asset-Backed Notes in the aggregate original principal amount of $468,680,000; (iii) Class A-2b Asset-Backed Notes in the aggregate original principal amount of $126,320,000; (iv) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $518,000,000;  (v) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $153,250,000; and (vi) Class B Asset-Backed Notes in the aggregate original principal amount of $43,750,000 (collectively, the “Notes”).  This Current Report on Form 8-K is being filed to file executed copies of the Underwriting Agreement and the Depositor Certification and forms of the Amended and Restated Trust Agreement, Indenture, Sale and Servicing Agreement, Receivables Purchase Agreement, Administration Agreement, Securities Account Control Agreement and Asset Representations Review Agreement (as listed below) to be executed.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits:

1.1

Underwriting Agreement, dated January 23, 2018, among Toyota Auto Finance Receivables LLC (“TAFR LLC”), Toyota Motor Credit Corporation (“TMCC”), and MUFG Securities Americas Inc., RBC Capital Markets, LLC and SG Americas Securities, LLC, acting on behalf of themselves and as representatives of the several underwriters named in the agreement.

4.1

Amended and Restated Trust Agreement, to be dated as of January 31, 2018, between TAFR LLC and Wells Fargo Delaware Trust Company, National Association, as owner trustee.

4.2

Indenture, to be dated as of January 31, 2018, among the Trust, the Indenture Trustee and U.S. Bank National Association, as securities intermediary.

4.3

Sale and Servicing Agreement, to be dated as of January 31, 2018, among TAFR LLC, as seller, TMCC, as servicer and sponsor, and the Trust, as issuer.

4.4

Receivables Purchase Agreement, to be dated as of January 31, 2018, between TAFR LLC, as purchaser, and TMCC, as seller.

4.5

Administration Agreement, to be dated as of January 31, 2018, among TMCC, as administrator, the Trust, as issuer, and the Indenture Trustee.

4.6

Securities Account Control Agreement, to be dated as of January 31, 2018, between TAFR LLC, as pledgor, and the Indenture Trustee, as secured party.

4.7

Asset Representations Review Agreement, to be dated as of January 31, 2018, among the Trust, as issuer, TMCC, as servicer and administrator and Clayton Fixed Income Services LLC, as asset representations reviewer.

36.1

Depositor Certification, dated January 23, 2018, for shelf offerings of asset-backed securities.

EXHIBIT INDEX

1.1

Underwriting Agreement, dated January 23, 2018, among Toyota Auto Finance Receivables LLC (“TAFR LLC”), Toyota Motor Credit Corporation (“TMCC”), and MUFG Securities Americas Inc., RBC Capital Markets, LLC and SG Americas Securities, LLC, acting on behalf of themselves and as representatives of the several underwriters named in the agreement.

4.1	Amended and Restated Trust Agreement, to be dated as of January 31, 2018, between TAFR LLC and Wells Fargo Delaware Trust Company, National Association, as owner trustee.

4.2	Indenture, to be dated as of January 31, 2018, among the Trust, the Indenture Trustee and U.S. Bank National Association, as securities intermediary.

4.3	Sale and Servicing Agreement, to be dated as of January 31, 2018, among TAFR LLC, as seller, TMCC, as servicer and sponsor, and the Trust, as issuer.

4.4	Receivables Purchase Agreement, to be dated as of January 31, 2018, between TAFR LLC, as purchaser, and TMCC, as seller.

4.5	Administration Agreement, to be dated as of January 31, 2018, among TMCC, as administrator, the Trust, as issuer, and the Indenture Trustee.

4.6	Securities Account Control Agreement, to be dated as of January 31, 2018, between TAFR LLC, as pledgor, and the Indenture Trustee, as secured party.

4.7	Asset Representations Review Agreement, to be dated as of January 31, 2018, among the Trust, as issuer, TMCC, as servicer and administrator and Clayton Fixed Income Services LLC, as asset representations reviewer.

36.1	Depositor Certification, dated January 23, 2018, for shelf offerings of asset-backed securities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.