Debt

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



	June 30, 2014			December 31, 2013
	(in millions)
Corporate – Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes	450.0			450.0
Less: unamortized discount	(67.0		)	(74.1		)
	383.0			375.9
Other	0.9			0.9
	383.9			376.8
Leasing – Recourse:
Capital lease obligations	40.6			42.2
Total recourse debt	424.5			419.0

Leasing – Non-recourse:
Wholly-owned subsidiaries:
2006 secured railcar equipment notes	232.5			240.7
Promissory notes	382.0			396.1
2009 secured railcar equipment notes	194.1			199.0
2010 secured railcar equipment notes	320.1			326.9
TILC warehouse facility	132.0			152.0
	1,260.7			1,314.7
Partially-owned subsidiaries:
TRL 2012 secured railcar equipment notes - RIV 2013	486.6			499.3
TRIP Master Funding secured railcar equipment notes	1,070.7			756.8
	1,557.3			1,256.1
Total non–recourse debt	2,818.0			2,570.8
Total debt	$	3,242.5		$	2,989.8

We have a $425.0 million unsecured revolving credit facility that matures on October 20, 2016. As of June 30, 2014, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $67.1 million, leaving $357.9 million available for borrowing. Other than these letters of credit, there were no borrowings under our revolving credit facility as of June 30, 2014, or for the six month period then ended. Of the outstanding letters of credit as of June 30, 2014, a total of $0.3 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 June 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 June 30, 2014 and December 31, 2013, 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 six months ended June 30, 2014 and 2013 is as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	(in millions)
Coupon rate interest	$	4.3	$	4.3	$	8.7	$	8.7
Amortized debt discount	3.6		3.2		7.1		6.5
	$	7.9	$	7.5	$	15.8	$	15.2

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 $25.31 per share as of June 30, 2014. The Convertible Subordinated Notes were subject to conversion as of July 1, 2014. Holders of the Convertible Subordinated Notes have the right to convert the notes until September 30, 2014. The Convertible Subordinated Notes may continue to be convertible after September 30, 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.

The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $132.0 million outstanding with $343.0 million unused, of which $251.4 million was available as of June 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 1.92% at June 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 June 30, 2014, there were $114.3 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 June 30, 2014 are as follows:



	Remaining six months of 2014		2015		2016		2017		2018		Thereafter
	(in millions)
Recourse:
Corporate	$	0.2	$	0.2	$	0.2	$	0.3	$	—	$	450.0
Leasing – capital lease obligations (Note 6)	1.6		3.2		3.5		3.7		28.6		—
Non-recourse – leasing (Note 6):
2006 secured railcar equipment notes	8.7		18.6		21.9		24.0		25.4		133.9
Promissory notes	10.6		21.7		349.7		—		—		—
2009 secured railcar equipment notes	5.0		9.6		6.5		6.3		6.5		160.2
2010 secured railcar equipment notes	7.2		15.3		15.0		13.7		10.0		258.9
TILC warehouse facility	2.3		4.3		3.9		—		—		—
TRL 2012 secured railcar equipment notes - RIV 2013	12.3		23.5		22.6		23.1		23.4		381.7
TRIP Master Funding secured railcar equipment notes	24.6		46.3		40.1		29.4		42.1		888.2
Facility termination payments - TILC warehouse facility	—		40.5		81.0		—		—		—
Total principal payments	$	72.5	$	183.2	$	544.4	$	100.5	$	136.0	$	2,272.9