Item 1. Business
This Annual Report on Form 10-K (the “Report”) is filed with respect to GE Dealer Floorplan Master Note Trust (the “Trust”), a statutory trust formed under
the laws of the State of Delaware pursuant to a trust agreement, dated as of April 20, 2004, and as amended and restated pursuant to an amended and restated
trust agreement, dated as of August 12, 2004 (the “Trust Agreement”), between CDF Funding, Inc., a Delaware corporation and a co-registrant (referred to herein
as the “Company” or the “Transferor”) and The Bank of New York (Delaware), a Delaware banking corporation, as the owner trustee (the “Owner Trustee”). The
Trust issued $1,250,000,000 in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2004-1 (the “Series 2004-1 Notes”) and $1,250,000,000
in aggregate principal amount of asset-backed notes, Classes A, B and C, Series 2004-2 (the “Series 2004-2 Notes”; and together with the Series 2004-1 Notes, the
“Notes”) pursuant to a master indenture, dated as of August 12, 2004 (the “Master Indenture”), between the Trust and Wilmington Trust Company, a Delaware
banking corporation, as the indenture trustee (the “Indenture Trustee”), and as supplemented by a series 2004-1 indenture supplement with respect to the
Series 2004-1 Notes, and a series 2004-2 indenture supplement with respect to the Series 2004-2 Notes, each dated as of August 12, 2004.
In no-action letters issued to a variety of issuers of asset-backed securities, the Division of Corporation Finance has stated that it would not raise any objection if
modified reports on Form 10-K were filed omitting certain information required by Form 10-K. In reliance particularly on the letter relating to ITT Floorplan
Receivables L.P. (April 25, 1994), responses to certain Items in this Report have been omitted or modified.
Item 2.
Item 2. Properties
Not applicable.
See Item 15.
Item 3.
Item 3. Legal Proceedings
No material legal proceedings involving the Trust, or to the extent relating to the Trust or the assets of the Registrant, the Indenture Trustee, the Co-Registrants,
General Electric Capital Corporation, as the master servicer (the “Master Servicer”) or the Owner Trustee, were pending at December 31, 2004 or as of the date of this
report, other than ordinary routine litigation involving the assets of the Trust or the duties of the Indenture Trustee, the Owner Trustee, the Master Servicer or the
Co-Registrants.
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
(a)
The Transferor is not aware of any market in which the Notes are traded.
(b)
Each publicly-offered class of the Trust’s Notes is represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository
Trust Company. As of March 1, 2005, according to information received from the Indenture Trustee, there are no other registered holders of record of such Notes.
(c)
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
There was no change of accountants or disagreement with accountants on any matter of accounting principles or practices or financial disclosure.
Item 9A.
Item 9A. Controls and Procedures
Not Applicable.
Item 9B.
Item 9B. Other Information
None.
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
CDF Funding, Inc. owns 100% of certificates issued by the Trust pursuant to the Trust Agreement.
Each publicly offered class of the Trust’s Notes is represented by one or more notes registered in the name of Cede & Co., the nominee of The
Depository Trust Company.
Item 13.
Item 13. Certain Relationships and Related Transactions
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
(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)
The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(c)
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the co-registrants have duly caused this report to be
signed on behalf of the co-registrants by the undersigned, thereunto duly authorized.
Date: March 28, 2005
CDF FUNDING, INC.,
(Co-Registrant)
By: /s/ Michael Cipolla
Name: Michael Cipolla
Title: Vice President
GE DEALER FLOORPLAN MASTER NOTE TRUST
(Co-Registrant)
By: CDF FUNDING, INC.
By: /s/ Michael Cipolla
Name: Michael Cipolla
Title: Vice President
CDF FINANCING, L.L.C.
(Co-Registrant)
By: /s/ W. Steven Culp
Name: W. Steven Culp
Title: Vice President and Treasurer
DISTRIBUTION FINANCIAL SERVICES FLOORPLAN
MASTER TRUST
(Co-Registrant)
By: CDF FINANCING, L.L.C.
By: /s/ W. Steven Culp
Name: W. Steven Culp
Title: Vice President and Treasurer
EXHIBIT INDEX
Exhibit 31: Certificate of Officer of Depositor Pursuant to Section 302(A) of the Sarbanes-Oxley Act of 2002.
Exhibit 99.1: Annual Statement as to Compliance of the Master Servicer for the year ended December 31, 2004.
Exhibit 99.2: Independent Accountants Report of KPMG on Management’s Assertions with respect to GE Dealer Floorplan Master Note Trust
Exhibit 99.3: Series 2004-1 and Series 2004-2 Aggregate Collection Data Year 2004.