Debt

The following table summarizes the components of debt as of September 30, 2013 and December 31, 2012:



	September 30, 2013			December 31, 2012
	(in millions)
Manufacturing/Corporate – Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes	450.0			450.0
Less: unamortized discount	(77.6		)	(87.5		)
	372.4			362.5
Other	0.9			1.2
	373.3			363.7
Leasing – Recourse:
Capital lease obligations	42.9			45.8
Term loan	—			48.6
	42.9			94.4
Total recourse debt	416.2			458.1

Leasing – Non-recourse:
Wholly-owned subsidiaries:
2006 secured railcar equipment notes	244.7			255.8
Promissory notes	403.5			424.1
2009 secured railcar equipment notes	201.6			209.2
2010 secured railcar equipment notes	330.4			341.5
TILC warehouse facility	152.0			173.6
	1,332.2			1,404.2
Partially-owned subsidiaries:
TRL 2012 secured railcar equipment notes - RIV 2013	505.6			333.8
TRIP Master Funding secured railcar equipment notes	767.1			797.7
TRIP Holdings senior secured notes:
Total outstanding	—			170.0
Less: owned by Trinity	—			(108.8		)
	—			61.2
	1,272.7			1,192.7
Total non–recourse debt	2,604.9			2,596.9
Total debt	$	3,021.1		$	3,055.0

We have a $425.0 million unsecured revolving credit facility that matures on October 20, 2016. As of September 30, 2013, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $72.6 million, leaving $352.4 million available for borrowing. Other than these letters of credit, there were no borrowings under our revolving credit facility as of September 30, 2013, or for the nine month period then ended. Of the outstanding letters of credit as of September 30, 2013, a total of $1.5 million is expected to expire in 2013 and the remainder in 2014. 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, 2013, 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, 2013 and December 31, 2012, capital in excess of par value included $92.8 million 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, 2013 and 2012 is as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
	(in millions)
Coupon rate interest	$	4.4	$	4.4	$	13.1	$	13.1
Amortized debt discount	3.4		3.1		9.9		9.1
	$	7.8	$	7.5	$	23.0	$	22.2

At September 30, 2013, the Convertible Subordinated Notes were convertible at a price of $50.88 per share resulting in 8,844,340 issuable shares. As of September 30, 2013, if the Convertible Subordinated Notes had been converted, no shares would have been issued since the trading price of the Company’s common stock was below the conversion price of the Convertible Subordinated Notes. The Company has not entered into any derivatives transactions associated with these notes.

The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $152.0 million outstanding and $323.0 million available as of September 30, 2013. 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, 2013. 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.

The Company's term loan agreement was repaid in full in March 2013.

The TRIP Holdings senior secured notes were repaid in full in May 2013. See Note 5 Partially-Owned Leasing Subsidiaries for further explanation.

On August 1, 2013, TRL 2012 issued $183.4 million in aggregate principal amount of Series 2013-1 Secured Railcar Equipment Notes pursuant to the Master Indenture between TRL 2012 and Wilmington Trust Company, as indenture trustee, with regard to the 2012 secured railcar equipment notes. The 2013-1 Secured Railcar Equipment Notes bear interest at a fixed rate of 3.9%, are payable monthly, and have a stated final maturity date of July 15, 2043. The 2013-1 Secured Railcar Equipment Notes are obligations of TRL 2012 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL 2012.

Terms and conditions of other debt, including recourse and non-recourse provisions, are described in Note 11 of the December 31, 2012 Consolidated Financial Statements filed on Form 10-K.

The remaining principal payments under existing debt agreements as of September 30, 2013 are as follows:



	Remaining three months of 2013		2014		2015		2016		2017		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	—	$	0.2	$	0.2	$	0.2	$	0.3	$	450.0
Leasing – capital lease obligations (Note 6)	0.7		3.1		3.3		3.5		3.7		28.6
Non-recourse – leasing (Note 6):
2006 secured railcar equipment notes	4.0		16.9		18.6		21.9		24.1		159.2
Promissory notes	7.3		26.1		23.9		346.2		—		—
2009 secured railcar equipment notes	2.6		9.9		9.6		6.5		6.3		166.7
2010 secured railcar equipment notes	3.5		14.0		15.3		15.0		13.7		268.9
TILC warehouse facility - facility termination payments	—		—		50.7		101.3		—		—
TRL 2012 secured railcar equipment notes - RIV 2013	6.3		25.0		23.5		22.6		23.1		405.1
TRIP Master Funding secured railcar equipment notes	10.3		40.1		35.7		29.3		20.4		631.3
Total principal payments	$	34.7	$	135.3	$	180.8	$	546.5	$	91.6	$	2,109.8