Debt

The following table summarizes the components of debt as of September 30, 2014 and December 31, 2013:



	September 30, 2014		December 31, 2013
	(in millions)
Corporate – Recourse:
Revolving credit facility	$	—	$	—
Senior notes due 2024, net of unamortized discount of $0.4 and $–	399.6		—
Convertible subordinated notes, net of unamortized discount of $63.3 and $74.1	386.2		375.9
Other	0.7		0.9
	786.5		376.8
Leasing – Recourse:
Capital lease obligations	39.8		42.2
Total recourse debt	826.3		419.0

Leasing – Non-recourse:
Wholly-owned subsidiaries:
2006 secured railcar equipment notes	228.1		240.7
Promissory notes	374.3		396.1
2009 secured railcar equipment notes	191.3		199.0
2010 secured railcar equipment notes	315.2		326.9
TILC warehouse facility	121.8		152.0
	1,230.7		1,314.7
Partially-owned subsidiaries:
TRL 2012 secured railcar equipment notes - RIV 2013	480.4		499.3
TRIP Master Funding secured railcar equipment notes	1,058.2		756.8
	1,538.6		1,256.1
Total non–recourse debt	2,769.3		2,570.8
Total debt	$	3,595.6	$	2,989.8

We have a $425.0 million unsecured revolving credit facility that matures on October 20, 2016. As of September 30, 2014, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $85.3 million, leaving $339.7 million available for borrowing. Other than these letters of credit, there were no borrowings under our revolving credit facility as of September 30, 2014, or for the nine month period then ended. Of the outstanding letters of credit as of September 30, 2014, a total of $0.1 million is expected to expire in 2014 and the remainder in 2015. The majority of our letters of credit obligations support the Company’s various insurance programs and generally renew each year. Trinity’s revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. Borrowings under the credit facility bear interest at Libor plus 1.50% or prime plus 0.50%. As of September 30, 2014, we were in compliance with all such financial covenants.

The Company's 3 7/8% Convertible Subordinated Notes are recorded net of unamortized discount to reflect their underlying economics by capturing the value of the conversion option as borrowing costs. As of September 30, 2014 and December 31, 2013, capital in excess of par value included $92.5 million and $92.8 million, respectively, related to the estimated value of the Convertible Subordinated Notes’ conversion options, in accordance with ASC 470-20. Debt discount recorded in the consolidated balance sheet is being amortized through June 1, 2018 to yield an effective annual interest rate of 8.42% based upon the estimated market interest rate for comparable non-convertible debt as of the issuance date of the Convertible Subordinated Notes. Total interest expense recognized on the Convertible Subordinated Notes for the three and nine months ended September 30, 2014 and 2013 is as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
	(in millions)
Coupon rate interest	$	4.4	$	4.4	$	13.1	$	13.1
Amortized debt discount	3.7		3.4		10.8		9.9
	$	8.1	$	7.8	$	23.9	$	23.0

Holders of the Convertible Subordinated Notes may convert their notes under the following circumstances: 1) if the daily closing price of our common stock is greater than or equal to 130% of the conversion price during 20 of the last 30 trading days of the preceding calendar quarter; 2) upon notice of redemption; or 3) upon the occurrence of specified corporate transactions pursuant to the terms of the applicable indenture. Upon conversion, the Company is required to pay cash up to the aggregate principal amount of the Convertible Subordinated Notes to be converted. Any conversion obligation in excess of the aggregate principal amount of the Convertible Subordinated Notes to be converted may be settled in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election. The conversion price, which is subject to adjustment upon the occurrence of certain events, was $25.27 per share as of September 30, 2014. The Convertible Subordinated Notes were subject to conversion as of October 1, 2014. Holders of the Convertible Subordinated Notes have the right to convert the notes until December 31, 2014. The Convertible Subordinated Notes may continue to be convertible after December 31, 2014, if certain conditions are satisfied during future measurement periods. See Note 17 Earnings Per Common Share for an explanation of the effects of the Convertible Subordinated Notes on earnings per share. The Company has not entered into any derivatives transactions associated with these notes.

In September 2014, the Company issued $400.0 million aggregate principal amount of 4.55% senior notes ("Senior Notes") due October 2024. Interest on the Senior Notes is payable semiannually commencing April 1, 2015. The Senior Notes rank senior to existing and future subordinated debt including the Company's Convertible Subordinated Notes and rank equal to existing and future senior indebtedness, including the Company's revolving credit facility. The Senior Notes are subordinated to all the Company's existing and future secured debt to the extent of the value of the collateral securing such indebtedness. The Senior Notes contain covenants that limit our ability and/or certain subsidiaries' ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets. The Company’s Senior Notes are fully and unconditionally and jointly and severally guaranteed by each of Trinity’s domestic subsidiaries that is a guarantor under the Company's revolving credit facility. See Note 19 Financial Statements for Guarantors of the Senior Notes.

The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $121.8 million outstanding with $353.2 million unused, of which $312.6 million was available as of September 30, 2014 based on the amount of warehouse-eligible, unpledged equipment. The warehouse loan is a non-recourse obligation secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 1.94% at September 30, 2014. In June 2013, the warehouse loan facility was renewed and extended through June 2015. Amounts outstanding at maturity, absent renewal, will be payable in three installments in December 2015, June 2016, and December 2016.

In May 2014, TRIP Master Funding issued $335.7 million in aggregate principal amount of Series 2014-1 Secured Railcar Equipment Notes pursuant to the Master Indenture between TRIP Master Funding and Wilmington Trust Company, as indenture trustee, with a final maturity date of April 2044. The TRIP Master Funding Series 2014-1 Secured Railcar Equipment Notes consist of two classes with the Class A-1 notes bearing interest at 2.86% and the Class A-2 notes bearing interest at 4.09%. The TRIP Master Funding Secured Railcar Equipment Notes are non-recourse to Trinity, TILC, TRIP Holdings, and the other equity investors in TRIP Holdings and are secured by TRIP Master Funding's portfolio of railcars and operating leases thereon, its cash reserves, and all other assets owned by TRIP Master Funding. As of September 30, 2014, there were $111.5 million and $220.7 million of Class A-1 and Class A-2 notes outstanding, respectively.

Terms and conditions of other debt, including recourse and non-recourse provisions, are described in Note 11 of the December 31, 2013 Consolidated Financial Statements filed on Form 10-K.

The remaining principal payments under existing debt agreements as of September 30, 2014 are as follows:



	Remaining three months of 2014		2015		2016		2017		2018		Thereafter
	(in millions)
Recourse:
Corporate	$	—	$	0.2	$	0.2	$	0.3	$	—	$	849.5
Leasing – capital lease obligations (Note 6)	0.8		3.2		3.5		3.7		28.6		—
Non-recourse – leasing (Note 6):
2006 secured railcar equipment notes	4.4		18.6		21.9		24.0		25.4		133.8
Promissory notes	5.6		22.7		346.0		—		—		—
2009 secured railcar equipment notes	2.5		9.6		6.5		6.3		6.5		159.9
2010 secured railcar equipment notes	3.6		15.3		14.9		13.7		10.0		257.7
TILC warehouse facility	1.0		4.0		3.7		—		—		—
TRL 2012 secured railcar equipment notes - RIV 2013	6.1		23.5		22.6		23.2		23.4		381.6
TRIP Master Funding secured railcar equipment notes	12.1		46.3		40.1		29.4		42.1		888.2
Facility termination payments - TILC warehouse facility	—		37.7		75.4		—		—		—
Total principal payments	$	36.1	$	181.1	$	534.8	$	100.6	$	136.0	$	2,670.7