CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

As of December 31, 2015 the Company has two classes of common units which include 26,502,425 Class A units and 130,264 Class B units. The Class B units were issued in the first quarter of 2015 to the Investment Manager, an affiliate of the Manager. The units issued were for the final settlement of the additional liability due to the Investment Manager of approximately $1,800. Instead of receiving the amount in cash, the Investment Manager elected for the total amount to be paid in common units of the Company. The Class B common units are identical to the regular common units in all respects except that net tax losses are not allocated to a holder of Class B common units, liquidating distributions made by the Company to such holder may not exceed the amount of its capital account allocable to such common units, and such holder may not sell such common units in the public market. At such time that that the amount of the capital account allocable to a Class B common unit is equal to the amount of the capital account allocable to a regular common unit, such Class B common unit convert automatically into a regular common unit. As of December 31, 2014, the Company had only one class of common units, totaling 27,566,200 outstanding.

WFHC Ownership Change

In December 2015, the Company and its CoSine and WFHC subsidiaries entered into a series of transactions that impacted SPLP's ownership interest in both entities. Prior to these transactions SPLP owned 100% of WFHC and 80.6% of CoSine.


•	On December 17, 2015 WFHC issued a combination of common and preferred stock to SPLP in exchange for SPLP's existing common stock of WFHC.

•

On December 28, 2015 CoSine completed a reverse-forward stock split in which CoSine stockholders holding fewer than 80,000 shares had their shares canceled and converted into a right to receive a cash payment for all of their outstanding shares based on the effective date of the stock split. As a result of the reverse forward split, the noncontrolling interest ownership percentage decreased from 19.4% to 11.9%.

•

On December 31, 2015 WFHC issued new common and preferred shares to all of the previous holders of CoSine common and preferred equity, including the noncontrolling interest holders. As a result, Cosine was merged with and into WFH LLC, which is 100% owned by WFHC, and SPLP's ownership interest in WFHC decreased from 100% to 90.7%. In accordance with the accounting standard on consolidation, a change in a parent’s ownership interest while the parent retains a controlling financial interest in its subsidiary is accounted for as an equity transaction. SPLP accounted for its decrease in ownership by recording a noncontrolling interest amount representing the carrying amount of the noncontrolling shareholders' ownership in the new consolidated equity of WFHC at December 31, 2015. The recording of the noncontrolling interest's carrying amount in the consolidated equity of WFHC was recorded as an equity transaction, resulting in a decrease in Partner's capital.

DGT Ownership Increase

On October 28, 2015 DGT shareholders approved an amendment to DGT's certificate of incorporation in order to complete a 1-for-100,000 reverse stock split of DGT's common stock. No fractional shares were issued and shareholders owning fewer than 100,000 shares of common stock had their shares canceled and converted into the right to receive $18.30, resulting in a payable to shareholders of approximately $8,500 at December 31, 2015. After the reverse stock split, SPLP owned 100% of DGT's common stock. In accordance with the accounting standard on consolidation, a change in a parent’s ownership interest while the parent retains a controlling financial interest in its subsidiary is accounted for as an equity transaction. As a result, SPLP accounted for its increase in ownership by adjusting the carrying amount of its noncontrolling interest in DGT. The difference between the consideration paid to the noncontrolling interest holders by DGT and the amount by which the carrying value of the noncontrolling interest was adjusted has been recognized in Partner's capital.

Tender Offer for SPLP Units

On March 25, 2014, the Company commenced a modified "Dutch Auction" tender offer to purchase for cash up to $49,000 in value of its common units, no par value, at a price per unit of not less than $16.50 nor greater than $17.50 per unit. At the Purchase Price selected by SPLP of $16.50 per unit, SPLP purchased 2,969,696 common units. The Company funded the Offer with $1,500 cash on hand and $47,500 of borrowings under its existing credit facility with PNC (see Note 14 – "Debt and Capital Lease Obligations").

Common Unit Repurchase Program

On December 24, 2013, the Board of Directors of the general partner of the Company, approved the repurchase of up to an aggregate of $5,000 of the Company's common units (the “Repurchase Program”). Any purchases made under the Repurchase Program will be made from time to time on the open market at prevailing market prices or in negotiated transactions off the market, in compliance with applicable laws and regulations. In connection with the Repurchase Program, the Company has entered into a Stock Purchase Plan which will continue through March 26, 2014. The Repurchase Program has no termination date. In total, the company has purchased 262,073 units for a total purchase price of approximately $4,488 under the Repurchase Program.

Common Units Issuance - Directors

The Company's non-management directors receive annual equity compensation in the amount of $75 in the form of restricted common units of the Company. The restrictions vest over a 3 year period, with one-third of the units vesting on the anniversary date of the grants. The total value of the unvested restricted units granted was $531 in as of December 31, 2015. Total expense for the vesting of the restricted common units issued was approximately $427, $490 and $344 for the twelve months ended December 31, 2015, 2014 and 2013, respectively.

Accumulated Other Comprehensive (Loss) Income

Changes, net of tax, in Accumulated other comprehensive (loss) income are as follows:



	Unrealized gain on available-for-sale securities			Unrealized loss on derivative financial instruments			Cumulative translation adjustment			Change in net pension and other benefit obligations			Total
Balance at December 31, 2014	$	83,137		$	—		$	(4,691	)	$	(75,641	)	$	2,805
Other comprehensive (loss) income, net of tax - before reclassifications (a)	(22,792		)	(1,415		)	(2,966		)	(18,266		)	(45,439		)
Reclassification adjustments, net of tax (b)	(9,695		)				—			—			(9,695		)
Net other comprehensive loss attributable to common unit holders (c)	(32,487		)	(1,415		)	(2,966		)	(18,266		)	(55,134		)
Other changes	—			—			(1,939		)	—			(1,939		)
Balance at December 31, 2015	$	50,650		$	(1,415	)	$	(9,596	)	$	(93,907	)	$	(54,268	)

(a) Net of tax benefit of approximately $20,343.

(b) Net of tax provision of approximately $11,207.

(c) Does not include amounts attributable to noncontrolling interests for unrealized gain on available-for sale securities and derivative financial instruments of $5,756, cumulative translation adjustment loss of $984 and a loss from the change in net pension and other benefit obligations of $7,573.

Noncontrolling Interests in Consolidated Entities

Noncontrolling interests in consolidated entities at December 31, 2015 and 2014 represent the interests held by the noncontrolling shareholders of HNH, Steel Excel, WFHC and the BNS Liquidating Trust.

Incentive Unit Expense

Effective January 1, 2012, SPLP issued to the Manager partnership profits interests in the form of incentive units, a portion of which will be classified as Class C common units of SPLP upon the attainment of certain specified performance goals by SPLP which are determined as of the last day of each fiscal year. If the performance goals are not met for a fiscal year, no portion of the incentive units will be classified as Class C common units for that year. The number of outstanding incentive units is equal to 100% of the common units outstanding, including common units held by non-wholly owned subsidiaries. The performance goals and expense related to the classification of a portion of the incentive units as Class C units is measured on an annual basis, but is accrued on a quarterly basis. Accordingly, the expense accrued is adjusted to reflect the fair value of the Class C common units on each interim calculation date. In the event the cumulative incentive unit expense calculated quarterly or for the full year is an amount less than the total previously accrued, the Company would record a negative incentive unit expense in the quarter when such over accrual is determined. The expense is recorded in SG&A expenses in the Company's Consolidated Statement of Operations. Incentive unit expense of approximately $0, $0 and $26,600, representing the classification of approximately 0, 0 and 1,534,000 Class C common units with respect to the incentive units, was recorded for the twelve months ended December 31, 2015, 2014 and 2013, respectively.

Subsidiary Purchases of the Company's Common Units

During the twelve months ended December 31, 2015, 2014 and 2013 , two subsidiaries of the Company purchased 983,175, 473,054 and 1,212,855, respectively, of the Company's common units at a total cost of $17,323, $7,921 and $15,690, respectively. The purchases of these units are reflected as treasury unit purchases in the Company's consolidated financial statements.