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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington D.C. 20549
 
 FORM 10-K
 
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year ended: December 31, 2006
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period  to
 333-136826
Commission file numberTurquoise Card Backed 
Securities plc
(Issuing entity in respect of the Notes)
    
    333-136826-01
Commission file numberTurquoise Receivables
Trustee Limited
(Receivables Trustee)
    
    333-136826-02
Commission file numberTurquoise
Funding 1 Limited
(Depositor and Loan Note Issuing Entity)
  England and Wales
    
    Jersey, Channel Islands
    
    Jersey, Channel Islands
  c/o Wilmington Trust SP Services
(London) Limited 
Tower 42 (Level 11), 
25 Old Broad Street 
London EC2N 1HQ
+44 207-614-1111
    
    26 New Street
St. Helier, Jersey JE2 3RA
Channel Islands
+44 1534-814-814
    
    26 New Street
St. Helier, Jersey JE2 3RA
Channel Islands
+44 1534-814-814
  HSBC Bank plc
  I.R.S. Employer Identification No:N/A
    
    N/A
    
    N/A
 None
 None
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    þ o
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  o o þ
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##### 



Overview of Disclosures
 PART IItem 1
    
    Business
    
    1Item 1A.
    
    Risk Factors
    
    1Item 2
    
    Properties
    
    1Item 3
    
    Legal Proceedings
    
    1Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    1Item1B.
    
    Unresolved Staff Comments
    
    11Item 1112(b) of Regulation AB: Significant Obligors of Pool Assets (Financial
Information)Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for
Certain Derivatives Instruments (Financial Information)
    
    1Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information)
    
    1Item 1117 of Regulation AB: Legal Proceedings
    
    2PART IIItem 5
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuing Entity Purchases of Equity
Securities.
    
    4Item 6
    
    Selected Financial Data.
    
    4Item 7
    
    Managements Discussion and Analysis of Financial Condition and Results of Operation
    
    4Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk.
    
    4Item 8
    
    Financial Statements and Supplementary Data.
    
    4Item 9
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    4Item 9A.
    
    Controls and Procedures
    
    4Item 9B.
    
    Other Information
    
    4PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    5Item 11.
    
    Executive Compensation.
    
    6Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
    
    6Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    7Item 14.
    
    Principal Accounting Fees and Services.
    
    5Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related
Transactions
    
    7Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria
    
    7Item 1123 of Regulation AB: Servicer Compliance Statement
    
    7PART IVItem 15.
    
    Exhibits, Financial Statement Schedules:
    
    8EXHIBIT 31.1EXHIBIT 33.1EXHIBIT 33.2EXHIBIT 34.1EXHIBIT 34.2EXHIBIT 35.1EXHIBIT 35.2
  Exhibit No
    
    Description3.1
    
    Memorandum and Articles of Association of Turquoise Card Backed Securities plc.3.2
    
    Certificate of Incorporation of Turquoise Card Backed Securities plc.3.3
    
    Memorandum and Articles of Association of Turquoise Funding 1 Limited.3.4
    
    Certificate of Incorporation of Turquoise Funding 1 Limited.3.5
    
    Consent to Issue Shares of Turquoise Funding 1 Limited, Granted by the Jersey Financial
Commission Pursuant to the Control of Borrowing (Jersey) Order, 1958, as amended.3.6
    
    Memorandum and Articles of Association of Turquoise Receivables Trustee Limited.3.7
    
    Certificate of Incorporation of Turquoise Receivables Trustee Limited.3.8
    
    Consent to Issue Shares of Turquoise Receivables Trustee Limited, Granted by the Jersey
Financial Services Commission Pursuant to the Control of Borrowing (Jersey) Order, 1958, as
amended.4.1
    
    Security Trust Deed.4.2
    
    Note Trust Deed.
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##### Table of Contents



Exhibit No
    
    Description4.3
    
    Agency Agreement.4.4
    
    Issuer Master Framework Agreement.4.5
    
    Form of Global Note.4.6
    
    Form of Series Loan Note.4.7
    
    Beneficiaries Deed.4.8
    
    Receivables Trust Deed and Servicing Agreement.4.9
    
    Administration Agreement.4.10
    
    Issuer Corporate Services Agreement.4.11
    
    Receivables Trustee Corporate Services Agreement.4.12
    
    Waiver between Turquoise Card Backed Securities plc and Law Debenture Trust Company of New
York.4.13
    
    Terms and Conditions of the Notes.4.14
    
    Note Trust Deed Supplement Supplemental to the Note Trust Deed Dated May 23, 2006.10.1
    
    Receivables Securitisation Deed.10.2
    
    Expenses Loan Agreement.10.3
    
    Trust Section 75 Indemnity Agreement.10.4
    
    Issuer Distribution Account Bank Agreement.10.5
    
    Bank Account Operating Agreement.10.6
    
    Trust Accounts Bank Agreement.10.7
    
    Loan Note Issuer Account Bank Agreement.10.8
    
    Trust Account Operation Agreement.10.9
    
    Series 2006-2 Loan Note Supplement Supplemental to the Security Trust Deed Dated May 23,
2006.10.10
    
    Series 2006-2 Supplement to Receivables Trust Deed and Servicing Agreement.10.11
    
    Trust Section 75 Indemnity.10.12
    
    Form of ISDA Schedule.10.13
    
    Form of the Credit Support Annex.10.14
    
    Form of Currency Rate Confirmation.23.1
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    Certification of HSBC Bank plc pursuant to Section 302 of the Sarbanes Oxley Act of 2002 for
the period from and including November 22, 2006 to and including December 31, 2006.33.1
    
    Report on Assessment of Compliance with Servicing Criteria for HSBC Bank plc and its
subsidiaries from and including November 22, 2006 to and including December 31, 2006.33.2
    
    Report on Assessment of Compliance with Servicing Criteria for HSBC Electronic Data
Processing Private (India) Limited from and including November 22, 2006 to and including
December 31, 2006.34.1
    
    Report of Independent Registered Public Accounting Firm on Managements Assessment of
Compliance with Servicing Criteria for HSBC Bank plc and its subsidiaries from and including
November 22, 2006 to and including December 31, 2006.34.2
    
    Report of Independent Registered Public Accounting Firm on Managements Assessment of
Compliance with Servicing Criteria for HSBC Electronic Data Processing Private (India)
Limited from and including November 22, 2006 to and including December 31, 2006.35.1
    
    Servicer Compliance Statement for HSBC Bank plc.35.2
    
    Servicer Compliance Statement for HSBC Electronic Data Processing Private (India) Limited.
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PART I
 The following Items have been omitted in accordance with General Instruction J to Form 10K:
 
  
  
  
  
  
 Item 1B. Unresolved Staff Comments.
  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).
      
 Item 1114(b)(2) of Regulation AB: Credit Enhancement and Other Support, Except for Certain
Derivatives Instruments (Financial Information).
  
 Item 1115(b) of Regulation AB: Certain Derivatives Instruments (Financial Information).
  1




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PART I
 Swap Counterparty
    
 Item 1117 of Regulation AB: Legal Proceedings.
  Industry Developments
     2




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PART I
     3




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PART II
 The following Items have been omitted in accordance with General Instruction J to Form 10K:
 
  
  
  
  
  
  
  
 Item 9B: Other Information.
  4




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PART III
 
 The following Item has been omitted in accordance with General Instruction J to Form 10K:
 
 Item 10. Directors and Executive Officers of the Registrant
  Turquoise Card Backed Securities plc
 Name
    
    Address
    
    Appointed
    
    Term of OfficeMark Filer
    
    Tower 42 (Level
11), 25 Old Broad
Street, London EC2N
1HQ
    
    10 January 2006
    
    Open duration
subject to
shareholders
resolutionRuth Samson
    
    Tower 42 (Level
11), 25 Old Broad
Street, London EC2N
1HQ
    
    10 January 2006
    
    Open duration
subject to
shareholders
resolutionWilmington Trust SP
Services (London)
Limited
    
    Tower 42 (Level
11), 25 Old Broad
Street, London EC2N
1HQ
    
    10 January 2006
    
    Open duration
subject to
shareholders
resolution
   Turquoise Funding 1 Limited
 Name
    
    Address
    
    Appointed
    
    Term of OfficeShane Michael Hollywood
    
    26 New Street, St
Helier, Jersey, JE2
3RA, Channel
Islands
    
    30 January 2006
    
    Open duration
subject to
shareholders
resolutionRichard Charles Gerwat
    
    26 New Street, St
Helier, Jersey, JE2
3RA, Channel
Islands
    
    30 January 2006
    
    Open duration
subject to
shareholders
resolution
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PART III
 Turquoise Receivables Trustee Limited
 Name
    
    Address
    
    Appointed
    
    Term of OfficeShane Michael Hollywood
    
    26 New Street, St
Helier, Jersey, JE2
3RA, Channel
Islands
    
    30 January 2006
    
    Open duration
subject to
shareholders
resolutionRichard Charles Gerwat
    
    26 New Street, St
Helier, Jersey, JE2
3RA, Channel
Islands
    
    30 January 2006
    
    Open duration
subject to
shareholders
resolution
   
 Item 11. Executive Compensation:
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters:
 Turquoise Card Backed Securities plc
 Number OfIssued
    
    PercentageTitle of Class
    
    Name of Beneficial Owner
    
    Shares
    
    Of ClassOrdinary Shares,
Fully Paid
    
    Wilmington Trust SP
Services (London)
Limited, on trust for
Turquoise Holdings Ltd,
Tower 42 (Level 11), 25
Old Broad Street,
London EC2N 1HQ
    
    
    1
    
    
    
    0.00
    %Ordinary Shares,
Paid up £0.25 each
    
    Turquoise Holdings Ltd,
Tower 42 (Level 11), 25
Old Broad Street,
London EC2N 1HQ
    
    
    49,999
    
    
    
    100.00
    %
 Turquoise Funding 1 Limited
 Number OfIssued
    
    PercentageTitle of Class
    
    Name of Beneficial Owner
    
    Shares
    
    Of ClassOrdinary Shares,
Fully Paid
    
    Bedell Trustees Ltd 
on trust for Turquoise
Charitable Trust, 26
New Street, St Hellier,
Jersey, Channel
Islands, JE2 3RA
    
    
    2
    
    
    
    100.00
    %
 Turquoise Receivables Trustee Limited
 Number OfIssued
    
    PercentageTitle of Class
    
    Name of Beneficial Owner
    
    Shares
    
    Of ClassOrdinary Shares,
Fully Paid
    
    Bedell Trustees Ltd 
on trust for Turquoise
Charitable Trust, 26
New Street, St Hellier,
Jersey, Channel
Islands, JE2 3RA
    
    
    2
    
    
    
    100.00
    %
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PART III
 
 Item 13: Certain Relationships and Related Transactions.
  Substitute information provided in accordance with General Instruction J to Form 10K:
 
 Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.
  
 Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria.
  
 Item 1123 of Regulation AB: Servicer Compliance Statement.
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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.
     Exhibit No
    
    Description3.1
    
    Memorandum and Articles of Association of Turquoise Card Backed Securities plc.*3.2
    
    Certificate of Incorporation of Turquoise Card Backed Securities plc.*3.3
    
    Memorandum and Articles of Association of Turquoise Funding 1 Limited.***3.4
    
    Certificate of Incorporation of Turquoise Funding 1 Limited.***3.5
    
    Consent to Issue Shares of Turquoise Funding 1 Limited, Granted by the Jersey Financial
Commission Pursuant to the Control of Borrowing (Jersey) Order, 1958, as amended.***3.6
    
    Memorandum and Articles of Association of Turquoise Receivables Trustee Limited.***3.7
    
    Certificate of Incorporation of Turquoise Receivables Trustee Limited.***3.8
    
    Consent to Issue Shares of Turquoise Receivables Trustee Limited, Granted by the Jersey
Financial Services Commission Pursuant to the Control of Borrowing (Jersey) Order, 1958, as
amended.***4.1
    
    Security Trust Deed.*4.2
    
    Note Trust Deed.*4.3
    
    Agency Agreement.*4.4
    
    Issuer Master Framework Agreement.*4.5
    
    Form of Global Note (included as Schedule 2 to the Note Trust Deed filed as Exhibit 4.2 to
the Registration Statement on Form S-3 filed by the Issuing Entity on August 22, 2006).*4.6
    
    Form of Series Loan Note.**4.7
    
    Beneficiaries Deed.*4.8
    
    Receivables Trust Deed and Servicing Agreement.*4.9
    
    Administration Agreement.**4.10
    
    Issuer Corporate Services Agreement.**4.11
    
    Receivables Trustee Corporate Services Agreement.**
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PART IV
 Exhibit No
    
    Description4.12
    
    Waiver between Turquoise Card Backed Securities plc and Law Debenture Trust Company of
New York, incorporated by reference to Exhibit 4.1 of the Form 8-K, filed by the Issuing
Entity on November 24, 2006.4.13
    
    Terms and Conditions of the Notes, incorporated by reference to Exhibit 4.2 of the Form 8-K,
filed by the Issuing Entity on November 24, 2006.4.14
    
    Note Trust Deed Supplement Supplemental to the Note Trust Deed Dated May 23, 2006,
incorporated by reference to Exhibit 4.3 of the Form 8-K, filed by the Issuing Entity on
November 24, 2006.10.1
    
    Receivables Securitisation Deed.*10.2
    
    Expenses Loan Agreement.*10.3
    
    Trust Section 75 Indemnity Agreement.***10.4
    
    Issuer Distribution Account Bank Agreement.***10.5
    
    Bank Account Operating Agreement.***10.6
    
    Trust Accounts Bank Agreement.***10.7
    
    Loan Note Issuer Account Bank Agreement.***10.8
    
    Trust Account Operation Agreement.***10.9
    
    Series 2006-2 Loan Note Supplement Supplemental to the Security Trust Deed Dated May 23,
2006, incorporated by reference to Exhibit 10.1 of the Form 8-K, filed by the Issuing Entity
on November 24, 2006.10.10
    
    Series 2006-2 Supplement to Receivables Trust Deed and Servicing Agreement, incorporated by
reference to Exhibit 10.2 of the Form 8-K, filed by the Issuing Entity on November 24, 2006.10.11
    
    Trust Section 75 Indemnity, incorporated by reference to Exhibit 10.3 of the Form 8-K,
filed by the Issuing Entity on November 24, 2006.10.12
    
    Form of ISDA Schedule, incorporated by reference to Exhibit 10.4 of the Form 8-K, filed by
the Issuing Entity on November 24, 2006.10.13
    
    Form of the Credit Support Annex, incorporated by reference to Exhibit 10.5 of the Form
8-K, filed by the Issuing Entity on November 24, 2006.10.14
    
    Form of Currency Rate Confirmation, incorporated by reference to Exhibit 10.5 of the Form
8-K, filed by the Issuing Entity on November 24, 2006.23.1
    
    Consent of Independent Registered Public Accounting Firm31.1
    
    Certification of HSBC Bank plc pursuant to Section 302 of the Sarbanes Oxley Act of 2002 for
the period from and including November 22, 2006 to and including December 31, 2006.33.1
    
    Report on Assessment of Compliance with Servicing Criteria for HSBC Bank plc and its
subsidiaries from and including November 22, 2006 to and including December 31, 2006.
 
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PART IV
 Exhibit No
    
    Description33.2
    
    Report on Assessment of Compliance with Servicing Criteria for HSBC Electronic Data
Processing Private (India) Limited from and including November 22, 2006 to and including
December 31, 2006.34.1
    
    Report of Independent Registered Public Accounting Firm on Managements Assessment of
Compliance with Servicing Criteria for HSBC Bank plc and its subsidiaries from and including
November 22, 2006 to and including December 31, 2006.34.2
    
    Report of Independent Registered Public Accounting Firm on Managements Assessment of
Compliance with Servicing Criteria for HSBC Electronic Data Processing Private (India)
Limited from and including November 22, 2006 to and including December 31, 2006.35.1
    
    Servicer Compliance Statement for HSBC Bank plc35.2
    
    Servicer Compliance Statement for HSBC Electronic Data Processing Private (India) Limited
 
 *
    
    Incorporated by reference to the exhibit of the same number in the Registration Statement on
Form S-3 filed by the Issuing Entity on August 22, 2006.**
    
    Incorporated by reference to the exhibit of the same number in the Amended Registration
Statement on Form S-3 filed by the Issuing Entity on October 2, 2006.***
    
    Incorporated by reference to the exhibit of the same number in the Amended Registration
Statement on Form S-3 filed by the Issuing Entity on October 25, 2006.  10




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SIGNATURES
  Turquoise Card Backed Securities plc, as RegistrantBy:
    
    HSBC Bank plc, in its capacity as ServicerSignature:
    
    /s/ Roger K McGregorName:
    
    Roger K. McGregorTitle:
    
    Chief Financial Officer, HSBC Bank plcDated:
    
    30 March 2007
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SIGNATURES
  Turquoise Funding 1 Limited, as RegistrantBy:
    
    HSBC Bank plc, in its capacity as ServicerSignature:
Name:
    
    /s/ Roger K McGregor

Roger K. McGregorTitle:
    
    Chief Financial Officer, HSBC Bank plcDated:
    
    30 March 2007
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SIGNATURES
  Turquoise Receivables Trustee Limited, as RegistrantBy:
    
    HSBC Bank plc, in its capacity as ServicerSignature:
    
    /s/ Roger K McGregorName:
    
    Roger K. McGregorTitle:
    
    Chief Financial Officer, HSBC Bank plcDated:
    
    30 March 2007
 13