UNITED STATES

SECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549












FORM 10-K



(Mark One)



xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended
December 31, 2011.

or



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



For the transition period
from                        
	to





Commission File Number of issuing entity:
333-158937-01, 333-115582, 333-130782-02



GE
Dealer Floorplan Master Note Trust

(Exact name of issuing entity as specified
in its charter)



CDF
Funding, Inc.

(Exact name of depositor as specified
in its charter)



GE
Commercial Distribution Finance Corporation

(Exact name of sponsor as specified in
its charter)



Delaware(State or Other Jurisdiction of Incorporation of the Registrant)



20-1060484 (CDF Funding, Inc.) (I.R.S. Employer Identification No.)



5595 Trillium Boulevard
Hoffman Estates, Illinois 60192

(Address of Principal
Executive Offices)



(847) 747-6800(Registrant’s Telephone Number)























|Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | None
|--------------------------------------------------------------------------------------- | ----
|Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: | None







Indicate by check mark if the registrant is a well−known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý



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.	Yes ý No o



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes ý No o



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S−K 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. ý





Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non−accelerated filer, or smaller reporting company. See the definitions of “large accelerated
filer”, “accelerated filer” and “smaller reporting company” in Rule 12b−2 of the Exchange Act.
(Check one):



Large Accelerated Filer o
Accelerated Filer o Non−Accelerated Filer ý
Smaller Reporting Company o



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b−2 of the Exchange Act). 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.



Registrant has no voting or non-voting class of common equity
outstanding and held by nonaffiliates as of the date of this report, has not been involved in bankruptcy proceedings during the
past five years and is not a corporate registrant.



Documents Incorporated by Reference: None.







2









PART I



The following Items have been omitted in accordance with
General Instruction J to Form 10-K:



(a) ITEM 1, Business

(b) ITEM 1A, Risk Factors

(c) ITEM 2, Properties

(d) ITEM 3, Legal Proceedings

(e) ITEM 4, Mine Safety Disclosures



ITEM 1B. Unresolved Staff Comments.



Not applicable.

PART II



The following Items have been omitted in accordance with
General Instruction J to Form 10-K:



(a) ITEM 5, Market for Registrant’s Common Equity and
Related Stockholder Matters and Issuer Purchases of Equity Securities

(b) ITEM 6, Selected Financial Data

(c) ITEM 7, Management’s Discussion and Analysis of Financial
Condition and Results of Operations

(d) ITEM 7A, Quantitative and Qualitative Disclosures About
Market Risk

(e) ITEM 8, Financial Statements and Supplementary Data

(f) ITEM 9, Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure

(g) ITEM 9A, Controls and Procedures



ITEM 9B. 	Other Information.



None.



PART III



The following Items have been omitted in accordance with
General Instruction J to Form 10-K:



ITEM 10, Directors, Executive Officers and Corporate Governance

ITEM 11, Executive Compensation

ITEM 12, Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

ITEM 13, Certain Relationships and Related Transactions, and
Director Independence

ITEM 14, Principal Accountant Fees and Services





PART IV



ITEM 15.	Exhibits, Financial
Statement Schedules.



The exhibits listed below are incorporated by reference as indicated:





|Exhibit 3.1 | Certificate of Incorporation of CDF Funding, Inc. (“the Depositor”), as last amended on February 5, 2004, (incorporated by reference to Exhibit 3.1 to Form S-3/A dated June 21, 2006 and filed on June 21, 2006).
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                   
|Exhibit 3.2 | By-laws of the Depositor (incorporated by reference to Exhibit 3.2 to Form S-3/A dated June 21, 2006 and filed on June 21, 2006).                                                                                 

3





|            
|------------
|Exhibit 4.1 
|            
|Exhibit 4.2 
|            
|Exhibit 4.3 
|            
|Exhibit 4.4 
|            
|Exhibit 4.5 
|            
|Exhibit 4.6 
|            
|Exhibit 4.7 
|            
|Exhibit 4.8 
|            
|Exhibit 4.9 
|            
|Exhibit 4.10
|            
|Exhibit 4.11
|            
|Exhibit 4.12

4





|            
|------------
|Exhibit 4.13
|            
|Exhibit 4.14
|            
|Exhibit 4.15
|            
|Exhibit 4.16
|            
|Exhibit 4.17
|            
|Exhibit 4.18
|            
|Exhibit 4.19
|            
|Exhibit 4.20
|            
|Exhibit 4.21
|            
|Exhibit 99.1
|            
|Exhibit 99.2
|            
|Exhibit 99.3

5





|             
|-------------
|Exhibit 99.4 
|             
|Exhibit 99.5 
|             
|Exhibit 99.6 
|             
|Exhibit 99.7 
|             
|Exhibit 99.8 
|             
|Exhibit 99.9 
|             
|Exhibit 99.10
|             
|Exhibit 99.11
|             
|Exhibit 99.12
|             
|Exhibit 99.13
|             
|Exhibit 99.14
|             
|Exhibit 99.15

6





|             
|-------------
|Exhibit 99.16
|             
|Exhibit 99.17
|             
|Exhibit 99.18
|             
|Exhibit 99.19
|             
|Exhibit 99.20
|             
|Exhibit 99.21
|             
|Exhibit 99.22
|             
|Exhibit 99.23
|             
|Exhibit 99.24
|             
|Exhibit 99.25
|             
|Exhibit 99.26
|             
|Exhibit 99.27

7





|             
|-------------
|Exhibit 99.28
|             
|Exhibit 99.29
|             
|Exhibit 99.30
|             
|Exhibit 31.1 
|             
|Exhibit 33.1 
|             
|Exhibit 33.2 
|             
|Exhibit 33.3 
|             
|Exhibit 34.1 
|             
|Exhibit 34.2 
|             
|Exhibit 34.3 
|             
|Exhibit 35.1 
|             
|Exhibit 35.2 







Substitute Information Provided in Accordance with General
Instruction J to Form 10−K:



ITEM 1112(b) of Regulation AB. Significant Obligors of Pool
Assets (Financial Information).



No single obligor represents 10% or more of the pool assets
held by the Issuing Entity.



ITEM 1114(b)(2) of Regulation AB. Credit Enhancement and
Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).



No entity or group of affiliated entities providing credit enhancement
or other support with respect to either payment on the pool assets held by the Issuing Entity or payments on the notes (the “Notes”)
issued by the Issuing Entity is liable or contingently liable to provide payments representing 10% or more of the cash flow supporting
any class of Notes.





8







ITEM 1115(b) of Regulation
AB. Certain Derivatives Instruments (Financial Information).



No entity or group of affiliated entities provides any derivative
instruments that are used to alter the payment characteristics of the cashflows from the Issuing Entity.



ITEM 1117 of Regulation AB. Legal Proceedings.



No legal proceedings are pending (or proceedings known to be
contemplated by governmental authorities) against any of GE Commercial Distribution Finance Corporation (“GECDF” or
the “Sponsor”), the Depositor, the Indenture Trustee, the Owner Trustee, the Issuing Entity, General Electric Capital
Corporation (“GE Capital”), Brunswick Acceptance Company, LLC, or Polaris Acceptance, or of which any property of the
foregoing is subject, that are material to holders of the Notes.



ITEM 1119 of Regulation AB. Affiliations and Certain
Relationships and Related Transactions.



The information required by Item 1119 of Regulation
AB has been previously reported and has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.



ITEM 1122 of Regulation AB. Compliance with Applicable Servicing
Criteria.



GE Capital, GECDF and Deutsche Bank Trust Company Americas (“DBTCA”)
(in its role as Indenture Trustee) (the “Servicing Parties”) have each been identified by the registrant as parties
participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties
has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a “Servicing Report”),
which Servicing Reports are attached as exhibits to this Form 10−K. In addition, each of the Servicing Parties has provided
an attestation report (each, an “Attestation Report”) by one or more registered public accounting firms, which reports
are also attached as exhibits to this Form 10−K. Neither the Servicing Reports nor the Attestation Reports for DBTCA and
GECDF have identified any material instances of noncompliance with the servicing criteria applicable to DBTCA or GECDF, as applicable.



The Servicing Report and the Attestation Report for GE Capital
have identified the following material instances of noncompliance described in such Servicing Report as being applicable to GE
Capital:



With respect to servicing criterion 1122(d)(1)(ii), for certain
material servicing activities that were outsourced to a third party, the appropriate policies and procedures were not instituted
to monitor the third party’s compliance with such servicing activities.



Management’s Discussion: GE Capital has identified
a material deficiency in its policies and procedures to monitor the vendor’s compliance with servicing criterion 1122(d)(2)(vii)(B)
in that GE Capital’s agreements with the vendor do not require the vendor to prepare account reconciliations within 30 calendar
days after the bank statement cutoff date. GE Capital monitors that the vendor prepares account reconciliations within 40 calendar
days after GE Capital’s fiscal month-end close.





9







With respect to servicing criterion 1122(d)(2)(vii), certain
account reconciliations were not prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. Certain of these instances of material noncompliance related to account reconciliations
prepared by a vendor. GE Capital has identified a material deficiency in its policies and procedures to monitor the vendor’s
compliance in that GE Capital’s agreements with the vendor do not require the vendor to prepare account reconciliations within
30 calendar days after the bank statement cutoff date and GE Capital’s compensating control failed to operate effectively.



Management’s Discussion: In all instances where
bank reconciliations were not prepared in accordance with 1122(d)(2)(vii), the bank reconciliations were subsequently prepared
and reviewed with no exceptions.



ITEM 1123 of Regulation AB. Servicer Compliance Statement.



GE Capital (in its role as servicer) and GECDF have been identified
by the registrant as servicers with respect to the asset pool held by the Issuing Entity. Each of GE Capital and GECDF has completed
a statement of compliance (each a “Compliance Statement”), in each case signed by an authorized officer of GE Capital
and GECDF, respectively. The Compliance Statements are attached as exhibits to this Form 10−K.







10









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 26, 2012





| | CDF FUNDING, INC.,
| | ------------------
| |                   
| |                   
| | By:               
| |                   





Supplemental Information to be Furnished With Reports Filed
Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.



No annual report or proxy materials have been sent to security
holders and no such report or proxy materials are to be furnished to security holders subsequent to the filing of this Annual Report
on Form 10-K.









11









EXHIBIT INDEX







|Exhibit 3.1  | Certificate of Incorporation of CDF Funding, Inc. (“the Depositor”), as last amended on February 5, 2004, (incorporated by reference to Exhibit 3.1 to Form S-3/A dated June 21, 2006 and filed on June 21, 2006).                                                                                                               
|------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 3.2  | By-laws of the Depositor (incorporated by reference to Exhibit 3.2 to Form S-3/A dated June 21, 2006 and filed on June 21, 2006).                                                                                                                                                                                                
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.1  | Master Indenture, dated as of August 12, 2004, between GE Dealer Floorplan Master Note Trust (the “Issuing Entity”) and Deutsche Bank Trust Company Americas (“DBCTA”), as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 to Form 8−K dated August 12, 2004 and filed on August 19, 2004).
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.2  | Series 2009-1 Indenture Supplement, dated as of August 13, 2009, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated August 13, 2009 and filed on August 17, 2009).                                                                                                 
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.3  | Series 2011-1 Indenture Supplement, dated as of August 10, 2011, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated August 10, 2011 and filed on August 11, 2011).                                                                                                 
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.4  | Series 2012-1 Indenture Supplement, dated as of February 22, 2012, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K dated February 22, 2012 and filed on February 28, 2012).                                                                                           
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.5  | Amended and Restated Series 2007-1 Indenture Supplement, dated as of June 26, 2009, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K dated June 26, 2009 and filed on June 26, 2009).                                                                                  
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.6  | Amended and Restated Trust Agreement, dated August 12, 2004, between the Depositor and BNY Mellon Trust of Delaware (the “Owner Trustee”) (incorporated by reference to Exhibit 4.4 to Form 8-K dated August 12, 2004 and filed on August 19, 2004).                                                                             
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.7  | Supplement No. 1 to Master Indenture, dated as of May 5, 2005, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to Form 8−K dated May 11, 2005 and filed on May 11, 2005).                                                                                                         
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.8  | Supplement No. 2 to Master Indenture, dated as of April 28, 2006, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.2 to Form 8−K dated April 28, 2006 and filed on May 4, 2006).                                                                                                     
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.9  | Supplement No. 3 to Master Indenture, dated as of June 30, 2006, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.4 to Form 8−K dated June 30, 2006 and filed on July 3, 2006).                                                                                                      
|             |                                                                                                                                                                                                                                                                                                                                  
|Exhibit 4.10 | Supplement No. 4 to Master Indenture, dated as of August 10, 2006, between the Issuing Entity and the Indenture Trustee (incorporated by reference to Exhibit 4.4 to Form 8−K dated August 10, 2006 and filed on August 11, 2006).                                                                                               

12





|            
|------------
|Exhibit 4.11
|            
|Exhibit 4.12
|            
|Exhibit 4.13
|            
|Exhibit 4.14
|            
|Exhibit 4.15
|            
|Exhibit 4.16
|            
|Exhibit 4.17
|            
|Exhibit 4.18
|            
|Exhibit 4.19
|            
|Exhibit 4.20
|            
|Exhibit 4.21
|            
|Exhibit 99.1
|            
|Exhibit 99.2

13





|             
|-------------
|Exhibit 99.3 
|             
|Exhibit 99.4 
|             
|Exhibit 99.5 
|             
|Exhibit 99.6 
|             
|Exhibit 99.7 
|             
|Exhibit 99.8 
|             
|Exhibit 99.9 
|             
|Exhibit 99.10
|             
|Exhibit 99.11
|             
|Exhibit 99.12
|             
|Exhibit 99.13

14





|             
|-------------
|Exhibit 99.14
|             
|Exhibit 99.15
|             
|Exhibit 99.16
|             
|Exhibit 99.17
|             
|Exhibit 99.18
|             
|Exhibit 99.19
|             
|Exhibit 99.20
|             
|Exhibit 99.21
|             
|Exhibit 99.22
|             
|Exhibit 99.23
|             
|Exhibit 99.24
|             
|Exhibit 99.25

15





|             
|-------------
|Exhibit 99.26
|             
|Exhibit 99.27
|Exhibit 99.28
|             
|Exhibit 99.29
|             
|Exhibit 99.30
|             
|Exhibit 31.1 
|             
|Exhibit 33.1 
|             
|Exhibit 33.2 
|             
|Exhibit 33.3 
|             
|Exhibit 34.1 
|             
|Exhibit 34.2 
|             
|Exhibit 34.3 
|             
|Exhibit 35.1 
|             
|Exhibit 35.2 
|             









16