SYS-CON MEDIA Authors: Peter Silva, Kevin Jackson, Jessica Qiu, Dana Gardner, Dan Stolts

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Brookfield Property Partners Reports Solid 2013 Fourth Quarter & Full-Year Results

HAMILTON, BERMUDA -- (Marketwired) -- 02/06/14 -- Brookfield Property Partners L.P. (NYSE: BPY) (TSX: BPY.UN) today announced financial results for the quarter and year ended December 31, 2013.

Pro Forma Financial Results(1)



                        Three months ended Dec. 31,      Year ended Dec. 31,
US$ millions (except
 per unit amounts)              2013           2012        2013         2012
                        ------------   ------------  ----------   ----------
Fully-diluted FFO (2)
 (3)                    $        150   $        135  $      561   $      506
  - per unit            $       0.29   $       0.29  $     1.17   $     1.09

Net income (2)          $        190   $        312  $      995   $    1,343
  - per unit            $       0.37   $       0.67  $     2.10   $     2.88
                        ------------   ------------  ----------   ----------

(1) Pro forma financial results reflect the International Financial
 Reporting Standards ("IFRS") financial statements of Brookfield Property
 Partners L.P. with adjustments to give effect to the spinoff of the
 Partnership from Brookfield Asset Management Inc. for the periods presented
 prior to April 15, 2013, when the spinoff was effectuated.
(2) Fully-diluted FFO, and net income represent interests attributable to LP
 units and REUs (defined as Redeemable/Exchangeable and special limited
 partner units of the operating partnership). The interests attributable to
 REUs are presented as non-controlling interests in the IFRS statement of
 income. See "Reconciliation of Non-IFRS Measures" below in this news
 release for the components.
(3) Non IFRS measure. See definition under "Basis of Presentation".


Brookfield Property Partners reported fully-diluted FFO of $561 million ($1.17 per unit) for the year ended December 31, 2013 versus $506 million ($1.09 per unit) in 2012.

For the quarter ended December 31, 2013, fully-diluted FFO increased to $150 million ($0.29 per unit) versus $135 million ($0.29 per unit) for the same period in 2012. These results reflect a strong performance from the Partnership's retail assets and significant investments in its retail and industrial platforms, which were offset by the expiration of a significant lease within its office platform.

For the year ended December 31, 2013, net income was $995 million ($2.10 per unit) versus $1,343 million ($2.88 per unit) in 2012. Net income was $190 million ($0.37 per unit) for the quarter ended December 31, 2013 versus $312 million ($0.67 per unit) in the same period in 2012. The Partnership booked fair value gains of $872 million and $95 million, respectively, for the year and the quarter ended December 31, 2013, which were less than the fair value gains in comparable periods in 2012, primarily accounting for the decrease in net income.

"In 2013 we made significant progress advancing our vision of becoming the leading globally-diversified owner and operator of high-quality real estate assets. We made a number of acquisitions that expanded the footprints of our industrial and multi-family platforms, and we invested $1.4 billion to increase our stake in General Growth Properties," said Ric Clark, Chief Executive Officer. "Looking forward to 2014, we are excited to formally launch our offer to acquire "any and all" of the shares of Brookfield Office Properties that we don't own, and we are optimistic that we will be able to acquire 100% of BPO, which will further accelerate our business plan."

Segment Performance

Brookfield Property Partners' office platform generated fully-diluted FFO of $339 million for the year ended December 31, 2013 versus $364 million in 2012. This is primarily due to a $26 million decrease in dividends received on our investment in Canary Wharf Group plc. in 2013. Excluding Canary Wharf dividends, fully diluted FFO was $325 million for the year ended December 31, 2013 versus $324 million in 2012. The results reflected a significant reduction in interest expense as a result of refinancing activities offset by a major lease expiry at Brookfield Place New York in Q4 2013. In the fourth quarter of 2013, fully diluted FFO was $81 million versus $85 million in the same period last year as a $14 million dividend from Canary Wharf in Q4 2013 largely offset the impact of the aforementioned lease expiration.

The Partnership's retail platform produced fully-diluted FFO of $325 million for the year ended December 31, 2013 versus $262 million in 2012. In the fourth quarter of 2013, fully-diluted FFO was $110 million versus $88 million in same quarter of 2012. The increase in results for the quarter and year were driven by the acquisition of additional interests in General Growth Properties Inc. (GGP) and Rouse Properties Inc. (RSE) in November 2013, higher occupancy levels, which improved to 95.9%, a 10% increase in suite-to-suite lease spreads, and interest expense savings from refinancings.

Brookfield Property Partners' multi-family, industrial and other platform posted fully-diluted FFO of $50 million for the year ended December 31, 2013 compared with $7 million in 2012. In the fourth quarter of 2013, fully-diluted FFO was nil compared with a loss of $6 million in the same period in 2012. The increase in results for the quarter and the year was largely due to acquisitions of industrial and multi-family assets during the year, in which the Partnership deployed approximately $325 million of equity.


                         ----------------------------  --------------------
                          Three months ended Dec. 31,   Year ended Dec. 31,
US$ millions                      2013           2012       2013       2012
                                                  BPY        BPY        BPY
                                   BPY      Pro forma  Pro forma  Pro forma
                         -------------  -------------  ---------  ---------
Fully-diluted FFO by
 segment
                         -------------  -------------  ---------  ---------
  Office                            81             85        339        364
  Retail                           110             88        325        262
  Multi-Family,
   Industrial, and Other             -             (6)        50          7
  Corporate                        (41)           (32)      (153)      (127)
                         -------------  -------------  ---------  ---------
Fully-diluted FFO (1)
 (2)                     $         150  $         135  $     561  $     506
                         -------------  -------------  ---------  ---------

Net income by segment
  Office                 $          69  $         160  $     723  $     701
  Retail                           198            179        445        720
  Multi-Family,
   Industrial, and Other            (3)           (14)        50        (27)
  Corporate                        (74)           (13)      (223)       (51)
                         -------------  -------------  ---------  ---------
Net income (1)           $         190  $         312  $     995  $   1,343
                         -------------  -------------  ---------  ---------

(1) Fully-diluted FFO and net income represent interests attributable to LP
 units and REUs (defined as Redeemable/Exchangeable and special limited
 partner units of the operating partnership). The interests attributable to
 REUs are presented as non-controlling interests in the IFRS statement of
 income. See "Reconciliation of Non-IFRS Measures" below in this news
 release for the components.
(2) Non IFRS measure. See definition under "Basis of Presentation"

Update on Brookfield Office Properties ("BPO") Acquisition

In September of 2013, Brookfield Property Partners announced its intention to make an offer to acquire "any and all" of the outstanding shares of BPO that it does not own in exchange for a combination of BPY units and cash (the "Offer"). In December, the Partnership agreed to increase the cash portion of the Offer. Under the terms of the Offer, BPO shareholders can elect to receive consideration for each BPO common share tendered of either 1.0 Limited Partnership Unit of Brookfield Property Partners or $20.34 in cash, subject in each case to proration based on the maximum number of BPY Limited Partnership Units and the maximum cash consideration equating to 67% and 33%, respectively, of the total number of BPO common shares that are tendered under the Offer. Brookfield Property Partners is pleased to report that the BPO Board of Directors intends to unanimously recommend the Offer and that the mid-point of the value of our units and the value of the cash consideration in the Offer are each higher than the mid-point of the value of the BPO common shares, as determined by BPO's independent valuator. Brookfield Property Partners has filed its offer documents with the U.S. Securities and Exchange Commission (the "SEC"), and it plans to formally launch the Offering shortly.

Significant Transactions during the Fourth Quarter

During the fourth quarter of 2013, Brookfield Property Partners, directly or through affiliates, disposed of 23 assets, raising $190 million of net proceeds and generating $8 million of nets gains above its IFRS carrying value for these assets. Brookfield Property Partners recycled this capital into 22 acquisitions, deploying $2.2 billion of net equity. Highlights from the quarter include:

Office

  • Acquired One North End Avenue, which is a 509,000 square foot office building in downtown Manhattan that will be integrated in Brookfield Place New York; acquired the remaining 50% interest in 125 Old Broad Street in London.
  • Closed on the acquisition of MPG Office Trust, Inc. through a fund, with institutional investors, which now owns seven Class A office properties totaling 8.3 million square feet in Downtown Los Angeles.

Retail

  • Closed on the acquisition of additional interests in GGP and RSE for $1.4 billion, increasing ownership on a fully-diluted basis to 32% and 39%, respectively.
  • Completed over 2.1 million square feet of regional mall acquisitions in the U.S.

Multi-family, Industrial and Other

  • Closed acquisition of Industrial Developments International with institutional partners for an aggregate investment of $1.1 billion
  • Closed on the acquisition of 17 apartment communities adding approximately 4,300 multi-family units located primarily in the southeastern United States.

Distribution Declaration

The Board of Directors has declared a quarterly distribution of $0.25 per unit payable on March 31, 2014 to unitholders of record at the close of business on February 28, 2014. Unitholders resident in the United States will receive payment in U.S. dollars and unitholders resident in Canada will receive their distributions in Canadian dollars at the exchange rate on the record date, unless they elect otherwise. The distribution represents an annualized distribution of $1.00 per unit.

Additional Information

Further details regarding the operations of Brookfield Property Partners are set forth in regulatory filings. A copy of the filings may be obtained through the website of the SEC at www.sec.gov and on Brookfield Property Partners' SEDAR profile at www.sedar.com.

Brookfield Property Partners' Supplemental Information Package and Letter to Unitholders can be accessed before the market open on February 6, 2014 at www.brookfieldpropertypartners.com. This additional information should be read in conjunction with this press release.

Conference Call

Analysts, investors and other interested parties are invited to participate in Brookfield Property Partners' live conference call reviewing 2013 fourth quarter and full-year results on Thursday, February 6, 2014 at 11:00 a.m. eastern time. Scheduled speakers are Ric Clark, chief executive officer, John Stinebaugh, chief financial officer and Brian Kingston, president & chief investment officer. Management's presentation will be followed by a question and answer period.

To participate in the conference call, please dial toll free 888.334.3034 or toll 719.457.2602, pass code 7707759, five minutes prior to the scheduled start of the call. Live audio of the call will also be available via webcast at www.brookfieldpropertypartners.com. A replay of this call can be accessed through March 6, 2014 by dialing toll free 888.203.1112 or toll 719.457.0820, pass code 7707759. A replay of the webcast, as well as a podcast download, will be available at www.brookfieldpropertypartners.com for one year.

Basis of Presentation

This press release and accompanying financial information make reference to net operating income ("NOI"), funds from operations ("FFO") (on a total and per unit basis) and equity per unit. NOI, FFO, fully-diluted funds from operations ("fully-diluted FFO") (on a total and per unit basis) and equity per unit do not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other companies. NOI is defined as revenues from commercial and hospitality operations of consolidated properties less direct commercial property and hospitality expenses, with the exception of depreciation and amortization of real estate assets. FFO is defined as income, including equity accounted income, before realized gains (losses) from the sale real estate property, fair value gains (losses) (including equity accounted fair value gains (losses)), depreciation and amortization of real estate assets, income tax expense (benefit), and less non-controlling interests of others in consolidated subsidiaries, but before non-controlling interests in the REUs. Fully-diluted FFO is defined as FFO plus the FFO that would have been attributable to the partnership's shares of GGP, if all outstanding warrants of GGP were exercised on a cash-less basis. It also includes dilution adjustments to undiluted FFO as a result of the net settled warrants. The Partnership uses NOI, FFO and fully-diluted FFO to assess its operating results. NOI is important in assessing operating performance and FFO is a widely-used measure to analyze real estate. The Partnership provides the components of NOI and a full reconciliation from net income to FFO and fully-diluted FFO with the financial information accompanying this press release. The partnership reconciles FFO to net income as opposed to cash flow from operating activities as it believes net income is the most comparable measure. We believe that our performance is best assessed by considering these two components in aggregate, and over the long term, because that is the basis on which we make investment decisions and operate the business. In fact, if we were solely focused on short-term financial results, it is quite likely that we would operate the business very differently and, in our opinion, in a manner that would produce lower long-term returns.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of Canadian provincial securities laws and applicable regulations. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as "expects", "anticipates", "plans", "believes", "estimates", "seeks", "intends", "targets", "projects", "forecasts", "likely", or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could".

Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.

Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: the Offer will be subject to conditions, which may not be satisfied; if the Offer is not accepted by a sufficient number of BPO common shareholders, some of the benefits to Brookfield Property Partners may not be realized; the length of time necessary to consummate the Offer may be longer than anticipated; BPO shareholders who would like to exchange their common shares for limited partnership units of Brookfield Property Partners may receive cash in lieu of up to 33% of their shares; problems may arise in successfully integrating the business of Brookfield Property Partners and BPO; we may not realize the anticipated synergies and other benefits following the Offer; the Offer may involve unexpected costs; the business of Brookfield Property Partners and BPO may suffer as a result of uncertainty surrounding the offer; risks incidental to the ownership and operation of real estate properties including local real estate conditions; the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; the ability to enter into new leases or renew leases on favourable terms; business competition; dependence on tenants' financial condition; the use of debt to finance our business; the behavior of financial markets, including fluctuations in interest and foreign exchanges rates; uncertainties of real estate development or redevelopment; global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; risks relating to our insurance coverage; the possible impact of international conflicts and other developments including terrorist acts; potential environmental liabilities; changes in tax laws and other tax related risks; dependence on management personnel; illiquidity of investments; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits therefrom; operational and reputational risks; catastrophic events, such as earthquakes and hurricanes; and other risks and factors detailed from time to time in our documents filed with the securities regulators in Canada and the United States.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements or information, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

Additional Important Information

This News Release relates, in part, to Brookfield Property Partners' previously announced proposal to acquire BPO through a tender offer for any or all of the common shares of BPO that it does not currently own (the "Offer"). Brookfield Property Partners has filed a Registration Statement on Form F-4 and a Transaction Statement on Schedule 13e-3, and intends to file a Tender Offer Statement on Schedule 14D-1F (collectively, with the accompanying letter of transmittal and related documents, the "Exchange Offer Documents"), with the Securities and Exchange Commission (the "SEC") in connection with the Offer. The Offer has not yet formally commenced and may not be completed until the registration statement filed with the SEC is effective. This communication is for informational purposes only and does not constitute an offer to exchange, or a solicitation of an offer to exchange, any securities, nor is it a substitute for the Exchange Offer Documents. The Offer will be made only through the Exchange Offer Documents.

Security holders and investors will be able to obtain free copies of the Exchange Offer Documents (when they become available), as well as other filings containing information about Brookfield Property Partners, BPO and the Offer, without charge, at the SEC's web site at www.sec.gov, at the Canadian securities regulatory authorities' web site at www.sedar.com and from Brookfield Property Partners. These documents will also be available for inspection and copying at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, US. For further information about the public reference room, call the SEC at 1-800-732-0330. SECURITY HOLDERS AND INVESTORS ARE URGED TO READ ANY SUCH DOCUMENTS CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY INVESTMENT DECISION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Brookfield Property Partners is a commercial real estate owner, operator and investor operating globally. Our diversified portfolio includes interests in over 300 office and retail properties encompassing approximately 250 million square feet. In addition, we have interests in over 25,000 multi-family units, 68 million square feet of industrial space and a 19 million square foot office development pipeline. Our goal is to be the leading global investor in best in class commercial property assets. For more information, please visit www.brookfieldpropertypartners.com.



                         Consolidated Balance Sheet

(US$ Millions)                          BPY      BPY-Pro forma      BPY
                                   Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2012
                                   ------------- ------------- -------------
Assets
Non-current assets
Investment properties              $      34,153 $      30,956 $      31,696
Equity accounted investments               9,281         7,470         8,038
Other non-current assets                   5,981         6,381         5,606
Loans and notes receivable                    20           246           246
                                   ------------- ------------- -------------
                                          49,435        45,053        45,586
                                   ------------- ------------- -------------
Current assets
Loans and notes receivable                   608           212           212
Accounts receivable and other              1,035           989           989
Cash and cash equivalents                  1,368           891           894
                                   ------------- ------------- -------------
                                           3,011         2,092         2,095
                                   ------------- ------------- -------------
Total assets                       $      52,446 $      47,145 $      47,681
                                   ============= ============= =============
Liabilities and equity
Non-current liabilities
Property debt                      $      16,520 $      15,916        16,442
Capital securities                         2,181         1,914           664
Other non-current liabilities                250           439           439
Deferred tax liability                     1,532         1,075           973
                                   ------------- ------------- -------------
                                          20,483        19,344        18,518
                                   ------------- ------------- -------------
Current liabilities
Property debt                              5,120         3,366         3,366
Capital securities                           188           202           202
Accounts payable and other
 liabilities                               1,665         1,559         1,592
                                   ------------- ------------- -------------
                                           6,973         5,127         5,160
                                   ------------- ------------- -------------
Total liabilities                         27,456        24,471        23,678
                                   ------------- ------------- -------------
Equity
Limited partners                           2,528         2,028             -
General partner                                4             4             -
Brookfield Asset Management Inc.               -             -        13,163
Non-controlling interests
 attributable to:
  Redeemable/exchangeable and
   special limited partner units
   of the operating partnership
   held by Brookfield Asset
   Management Inc.                        11,092         9,777             -
  Interests of others in operating
   subsidiaries                           11,366        10,865        10,840
                                   ------------- ------------- -------------
Total equity                              24,990        22,674        24,003
                                   ------------- ------------- -------------
Total liabilities and equity       $      52,446 $      47,145 $      47,681
                                   ============= ============= =============

See Appendix A "Reconciliation of the Partnership's financial results to pro forma financial results" for an explanation of the adjustments.



                      Consolidated Statements of Income

                                                                    BPY Pro-
                                                         BPY          Forma
(US$ Millions) Three months ended December 31,      2013     2012     2012
                                                  -------- -------- --------
Commercial property and hospitality revenue       $    944 $    975 $    954
Investment and other revenue                            77       39       56
                                                  -------- -------- --------
Total revenue                                        1,021    1,014    1,010
Direct commercial property and hospitality
 expense                                               552      545      540
Interest expense                                       270      278      287
Administration and other expense                       114       40       52
                                                  -------- -------- --------
Total expenses                                         936      863      879
Fair value gains, net                                   95      206      206
Share of equity accounted income                       292      253      242
                                                  -------- -------- --------
Income before income taxes                             472      610      579
Income tax expense                                     146       25       92
                                                  -------- -------- --------
Net income                                        $    326 $    585 $    487
                                                  ======== ======== ========
Net income attributable to:
Limited partners                                  $     35 $      - $     56
General partner                                          -        -        -
Brookfield Asset Management Inc.                         -      410        -
Non-controlling interests:
  Redeemable/exchangeable and special limited
   partner units of the operating partnership
   held by Brookfield Asset Management Inc.            155        -      256
  Interests of others in operating subsidiaries        136      175      175
                                                  -------- -------- --------
Net income                                        $    326 $    585 $    487
                                                  ======== ======== ========




                                                BPY          BPY-Pro forma
(US$ Millions) Year ended December 31,     2013     2012     2013     2012
                                         -------- -------- -------- --------
Commercial property and hospitality
 revenue                                 $  4,078 $  3,601 $  4,059 $  3,523
Investment and other revenue                  209      167      222      221
                                         -------- -------- -------- --------
Total revenue                               4,287    3,768    4,281    3,744
Direct commercial property and
 hospitality expense                        2,285    1,876    2,280    1,858
Interest expense                            1,088    1,020    1,100    1,052
Administration and other expense              355      205      370      255
                                         -------- -------- -------- --------
Total expenses                              3,728    3,101    3,750    3,165
Fair value gains, net                         870    1,227      872    1,227
Share of equity accounted income              835    1,235      824    1,196
                                         -------- -------- -------- --------
Income before income taxes                  2,264    3,129    2,227    3,002
Income tax expense                            501      489      376      494
                                         -------- -------- -------- --------
Net income                               $  1,763 $  2,640 $  1,851 $  2,508
                                         ======== ======== ======== ========
Net income attributable to:
Limited partners                         $    118 $      - $    173 $    233
General partner                                 -        -        -        -
Brookfield Asset Management Inc.              232    1,476        -        -
Non-controlling interests:
  Redeemable/exchangeable and special
   limited partner units of the
   operating partnership held by
   Brookfield Asset Management Inc.           557        -      822    1,110
  Interests of others in operating
   subsidiaries                               856    1,164      856    1,165
                                         -------- -------- -------- --------
Net income                               $  1,763 $  2,640 $  1,851 $  2,508
                                         ======== ======== ======== ========

See Appendix A "Reconciliation of the Partnership's financial results to pro forma financial results" for an explanation of the adjustments.



                    Reconciliation of Non-IFRS Measures

                                                                   BPY Pro-
                                                       BPY           Forma
(US$ Millions) Three months ended December 31,   2013      2012      2012
                                               --------  --------  --------
Commercial property and hospitality revenue    $    944  $    975  $    954
Direct commercial property and hospitality
 expense                                           (552)     (545)     (540)
Depreciation and amortization of real estate
 assets(1)                                           27        16        16
                                               --------  --------  --------
NOI                                                 419       446       430
Investment and other revenue                         77        39        56
Share of equity accounted income excluding
 fair value gains and income tax expense            133       128       117
Interest expense                                   (270)     (278)     (287)
Administration and other expense                   (114)      (40)      (52)
Non-controlling interests of others in
 operating subsidiaries in funds from
 operations                                        (103)     (130)     (130)
                                               --------  --------  --------
FFO (2,3)                                           142       165       134
FFO from General Growth Properties Inc.
 Warrants                                             8         1         1
                                               --------  --------  --------
Fully-diluted FFO (2,3)                             150       166       135
FFO from General Growth Properties Inc.
 Warrants                                            (8)       (1)       (1)
Depreciation and amortization of real estate
 assets(1)                                          (27)      (16)      (16)
Fair value gains, net                                95       206       206
Share of equity accounted fair value gains          159       125       125
Income tax expense                                 (146)      (25)      (92)
Share of equity accounted income tax expense          -         -         -
Non-controlling interests of others in
 operating subsidiaries in non-FFO items            (33)      (45)      (45)
                                               --------  --------  --------
Net income before non-controlling interests of
 others in operating subsidiaries                   190       410       312
Net income attributable to non-controlling
 interests of others in operating subsidiaries      136       175       175
                                               --------  --------  --------
Net income (3)                                 $    326  $    585  $    487
                                               --------  --------  --------
(1)Depreciation and amortization of real estate assets is a component of
 direct hospitality expense that is added back to NOI and is deducted in
 the net income calculation.
(2)FFO and Fully-diluted FFO represent interests attributable to LP units
 and REUs (defined as Redeemable/Exchangeable and special limited partner
 units of the operating partnership). The interests attributable to REUs
 are presented as non-controlling interests in the IFRS statement of
 income.
(3)For the BPY columns FFO and net income are also attributable to
 Brookfield Asset Management Inc. for the period prior to the spin-off of
 BPY (April 15, 2013).




                                                BPY          BPY-Pro forma
(US$ Millions) Year ended December 31,     2013     2012     2013     2012
                                         -------  -------  -------  -------
Commercial property and hospitality
 revenue                                 $ 4,078  $ 3,601  $ 4,059  $ 3,523
Direct commercial property and
 hospitality expense                      (2,285)  (1,876)  (2,280)  (1,858)
Depreciation and amortization of real
 estate assets(1)                            124       49      124       49
                                         -------  -------  -------  -------
NOI                                        1,917    1,774    1,903    1,714
Investment and other revenue                 209      167      222      221
Share of equity accounted income
 excluding fair value gains and income
 tax expense                                 435      427      424      388
Interest expense                          (1,088)  (1,020)  (1,100)  (1,052)
Administration and other expense            (355)    (205)    (370)    (255)
Non-controlling interests of others in
 operating subsidiaries in funds from
 operations                                 (536)    (512)    (536)    (512)
                                         -------  -------  -------  -------
FFO (2,3)                                    582      631      543      504
FFO from General Growth Properties Inc.
 Warrants                                     18        2       18        2
                                         -------  -------  -------  -------
Fully-diluted FFO (2,3)                      600      633      561      506
FFO from General Growth Properties Inc.
 Warrants                                    (18)      (2)     (18)      (2)
Depreciation and amortization of real
 estate assets(1)                           (124)     (49)    (124)     (49)
Fair value gains, net                        870    1,227      872    1,227
Share of equity accounted fair value
 gains                                       414      808      414      808
Income tax expense                          (501)    (489)    (376)    (494)
Share of equity accounted income tax
 expense                                     (14)       -      (14)       -
Non-controlling interests of others in
 operating subsidiaries in non-FFO items    (320)    (652)    (320)    (653)
                                         -------  -------  -------  -------
Net income before non-controlling
 interests of others in operating
 subsidiaries                                907    1,476      995    1,343
Net income attributable to non-
 controlling interests of others in
 operating subsidiaries                      856    1,164      856    1,165
                                         -------  -------  -------  -------
Net income (3)                           $ 1,763  $ 2,640  $ 1,851  $ 2,508
                                         -------  -------  -------  -------
(1)Depreciation and amortization of real estate assets is a component of
 direct hospitality expense that is added back to NOI and is deducted in
 the net income calculation.
(2)FFO and Fully-diluted FFO represent interests attributable to LP units
 and REUs (defined as Redeemable/Exchangeable and special limited partner
 units of the operating partnership). The interests attributable to REUs
 are presented as non-controlling interests in the IFRS statement of
 income.
(3)For the BPY columns FFO and net income are also attributable to
 Brookfield Asset Management Inc. for the period prior to the spin-off of
 BPY (April 15, 2013).

See Appendix A "Reconciliation of the Partnership's financial results to pro forma financial results" for an explanation of the adjustments.

  Appendix A: Reconciliation of the Partnership's financial results to pro
                           forma financial results


As at December 31,
 2012                                      Pro Forma Adjustments
                               ---------------------------------------------
                    Brookfield
                     Property   Australian    Capital   Preferred
                     Partners  Investments  Securities   Shares     Equity
(US$ Millions)         L.P.        (a)          (b)        (c)        (d)
                    ---------- -----------  ----------  ---------  --------

Assets
Non-current assets
Investment
 properties         $   31,696 $      (740) $        -  $       -  $      -
Equity accounted
 investments             8,038        (568)          -          -         -
Other non-current
 assets                  5,606         775           -          -         -
Loans and notes
 receivable                246           -           -          -         -
                    ---------- -----------  ----------  ---------  --------
                        45,586        (533)          -          -         -
                    ---------- -----------  ----------  ---------  --------
Current assets
Loans and notes
 receivable                212           -           -          -         -
Accounts receivable
 and other                 989           -           -          -         -
Cash and cash
 equivalents               894          (3)          -          -         -
                    ---------- -----------  ----------  ---------  --------
                         2,095          (3)          -          -         -
                    ---------- -----------  ----------  ---------  --------
Total assets        $   47,681 $      (536) $        -  $       -  $      -
                    ---------- -----------  ----------  ---------  --------
Liabilities and
 equity
Non-current
 liabilities
Property debt       $   16,442 $      (526) $        -  $       -  $      -
Capital securities         664           -       1,250          -         -
Other non-current
 liabilities               439           -           -          -         -
Deferred tax
 liability                 973          59           -          -         -
                    ---------- -----------  ----------  ---------  --------
                        18,518        (467)      1,250          -         -
                    ---------- -----------  ----------  ---------  --------
Current liabilities
Property debt            3,366           -           -          -         -
Capital securities         202           -           -          -         -
Accounts payable
 and other
 liabilities             1,592         (33)          -          -         -
                    ---------- -----------  ----------  ---------  --------
                         5,160         (33)          -          -         -
                    ---------- -----------  ----------  ---------  --------
Equity
Limited partners             -           -           -          -     2,028
General partner              -           -           -          -         4
Brookfield Asset
 Management Inc.        13,163         (36)     (1,250)       (25)  (11,809)
Non-controlling
 interests
 attributable to:
  Redeemable/
   exchangeable and
   special limited
   partner units of
   the operating
   partnership held
   by Brookfield
   Asset Management
   Inc.                      -           -           -          -     9,777
  Interests of
   others in
   operating
   subsidiaries         10,840           -           -         25         -
                    ---------- -----------  ----------  ---------  --------
Total equity            24,003         (36)     (1,250)         -         -
                    ---------- -----------  ----------  ---------  --------
Total liabilities
 and equity         $   47,681 $      (536) $        -  $       -  $      -
                    ---------- -----------  ----------  ---------  --------





As at December 31,
 2012                  Pro Forma Adjustments
                   ----------------------------
                                                  Pro Forma
                                                 Brookfield
                     Tax Impact of   Total Pro    Property
                    Reorganization     Forma      Partners
(US$ Millions)            (e)       Adjustments     L.P.
                    --------------  -----------  ----------

Assets
Non-current assets
Investment
 properties         $            -  $      (740) $   30,956
Equity accounted
 investments                     -         (568)      7,470
Other non-current
 assets                          -          775       6,381
Loans and notes
 receivable                      -            -         246
                    --------------  -----------  ----------
                                 -         (533)     45,053
                    --------------  -----------  ----------
Current assets
Loans and notes
 receivable                      -            -         212
Accounts receivable
 and other                       -            -         989
Cash and cash
 equivalents                     -           (3)        891
                    --------------  -----------  ----------
                                 -           (3)      2,092
                    --------------  -----------  ----------
Total assets        $            -  $      (536) $   47,145
                    --------------  -----------  ----------
Liabilities and
 equity
Non-current
 liabilities
Property debt       $            -  $      (526) $   15,916
Capital securities               -        1,250       1,914
Other non-current
 liabilities                     -            -         439
Deferred tax
 liability                      43          102       1,075
                    --------------  -----------  ----------
                                43          826      19,344
                    --------------  -----------  ----------
Current liabilities
Property debt                    -            -       3,366
Capital securities               -            -         202
Accounts payable
 and other
 liabilities                     -          (33)      1,559
                    --------------  -----------  ----------
                                 -          (33)      5,127
                    --------------  -----------  ----------
Equity
Limited partners                 -        2,028       2,028
General partner                  -            4           4
Brookfield Asset
 Management Inc.               (43)     (13,163)          -
Non-controlling
 interests
 attributable to:
  Redeemable/
   exchangeable and
   special limited
   partner units of
   the operating
   partnership held
   by Brookfield
   Asset Management
   Inc.                          -        9,777       9,777
  Interests of
   others in
   operating
   subsidiaries                  -           25      10,865
                    --------------  -----------  ----------
Total equity                   (43)      (1,329)     22,674
                    --------------  -----------  ----------
Total liabilities
 and equity         $            -  $      (536) $   47,145
                    --------------  -----------  ----------


See notes for an explanation of each adjustment.



For the year
 ended December
 31, 2013                                 Pro Forma Adjustments
                             -----------------------------------------------
                 Brookfield
                  Property    Australian    Capital            Tax Impact of
                  Partners   Investments  Securities  Equity  Reorganization
(US$ Millions)      L.P.         (a)          (b)       (d)         (e)
                 ----------  -----------  ----------  ------  --------------

Commercial
 property and
 hospitality
 revenue              4,078          (19)          -       -               -
Investment and
 other revenue          209           13           -       -               -
                 ----------  -----------  ----------  ------  --------------
Total revenue         4,287           (6)          -       -               -
Direct
 commercial
 property and
 hospitality
 expense              2,285           (5)          -       -               -
Interest expense      1,088          (10)         22       -               -
Administration
 and other
 expense                355            -           -       -               -
                 ----------  -----------  ----------  ------  --------------
Total expenses        3,728          (15)         22       -               -
Fair value gains        870            2           -       -               -
Share of net
 earnings from
 equity
 accounted
 investments            835          (11)          -       -               -
                 ----------  -----------  ----------  ------  --------------
Income before
 income taxes         2,264            -         (22)      -               -
Income tax
 (expense)
 benefit               (501)           -           -       -             122
                 ----------  -----------  ----------  ------  --------------
Net income       $    1,763  $         -  $      (22) $    -  $          122
                 ----------  -----------  ----------  ------  --------------

Net income
 attributable
 to:
Limited partners $      118  $         -  $        -  $   55  $            -
General partner           -            -           -       -               -
Brookfield Asset
 Management Inc.        232            -         (22)   (320)            122
Non-controlling
 interests
 attributable
 to:
  Redeemable/
   exchangeable and
   special
   limited
   partner units
   of the
   operating
   partnership
   held by
   Brookfield
   Asset
   Management
   Inc.                 557            -           -     265               -
  Interests of
   others in
   operating
   subsidiaries         856            -           -       -               -
                 ----------  -----------  ----------  ------  --------------
                 $    1,763  $         -  $      (22) $    -  $          122
                 ----------  -----------  ----------  ------  --------------





For the year
 ended December
 31, 2013         Pro Forma Adjustments
                -------------------------
                                            Pro Forma
                                           Brookfield
                  Management   Total Pro    Property
                     Fee         Forma      Partners
(US$ Millions)       (f)      Adjustments     L.P.
                 -----------  -----------  ----------

Commercial
 property and
 hospitality
 revenue                   -          (19)      4,059
Investment and
 other revenue             -           13         222
                 -----------  -----------  ----------
Total revenue              -           (6)      4,281
Direct
 commercial
 property and
 hospitality
 expense                   -           (5)      2,280
Interest expense           -           12       1,100
Administration
 and other
 expense                  15           15         370
                 -----------  -----------  ----------
Total expenses            15           22       3,750
Fair value gains           -            2         872
Share of net
 earnings from
 equity
 accounted
 investments               -          (11)        824
                 -----------  -----------  ----------
Income before
 income taxes            (15)         (37)      2,227
Income tax
 (expense)
 benefit                   3          125        (376)
                 -----------  -----------  ----------
Net income       $       (12) $        88  $    1,851
                 -----------  -----------  ----------

Net income
 attributable
 to:
Limited partners $         -  $        55  $      173
General partner            -            -           -
Brookfield Asset
 Management Inc.         (12)        (232)          -
Non-controlling
 interests
 attributable
 to:
  Redeemable/
   exchangeable and
   special
   limited
   partner units
   of the
   operating
   partnership
   held by
   Brookfield
   Asset
   Management
   Inc.                    -          265         822
  Interests of
   others in
   operating
   subsidiaries            -            -         856
                 -----------  -----------  ----------
                 $       (12) $        88  $    1,851
                 -----------  -----------  ----------




For the three
 months ended
 December 31,
 2012                                     Pro Forma Adjustments
                            ------------------------------------------------
                Brookfield
                 Property    Australian    Capital            Tax Impact of
                 Partners   Investments  Securities  Equity  Reorganization
(US$ Millions)     L.P.         (a)          (b)       (d)         (e)
                ----------  -----------  ----------  ------  --------------

Commercial
 property and
 hospitality
 revenue               975          (21)          -       -               -
Investment and
 other revenue          39           17           -       -               -
                ----------  -----------  ----------  ------  --------------
Total revenue        1,014           (4)          -       -               -
Direct
 commercial
 property and
 hospitality
 expense               545           (5)          -       -               -
Interest
 expense               278          (10)         19       -               -
Administration
 and other
 expense                40            -           -       -               -
                ----------  -----------  ----------  ------  --------------
Total expenses         863          (15)         19       -               -
Fair value
 gains                 206            -           -       -               -
Share of net
 earnings from
 equity
 accounted
 investments           253          (11)          -       -               -
                ----------  -----------  ----------  ------  --------------
Income before
 income taxes          610            -         (19)      -               -
Income tax
 (expense)
 benefit               (25)           -           -       -             (70)
                ----------  -----------  ----------  ------  --------------
Net income      $      585  $         -  $      (19) $    -  $          (70)
                ----------  -----------  ----------  ------  --------------

Net income
 attributable
 to:
Limited
 partners       $        -  $         -  $        -  $   56  $            -
General partner          -            -           -       -               -
Brookfield
 Asset
 Management
 Inc.                  410            -         (19)   (312)            (70)
Non-controlling
 interests
 attributable
 to:
  Redeemable/
   exchangeable
   and special
   limited
   partner
   units of the
   operating
   partnership
   held by
   Brookfield
   Asset
   Management
   Inc.                  -            -           -     256               -
  Interests of
   others in
   operating
   subsidiaries        175            -           -       -               -
                ----------  -----------  ----------  ------  --------------
                $      585  $         -  $      (19) $    -  $          (70)
                ----------  -----------  ----------  ------  --------------





For the three
 months ended
 December 31,
 2012            Pro Forma Adjustments
               -------------------------
                                           Pro Forma
                                          Brookfield
                 Management   Total Pro    Property
                    Fee         Forma      Partners
(US$ Millions)      (f)      Adjustments     L.P.
                -----------  -----------  ----------

Commercial
 property and
 hospitality
 revenue                  -          (21)        954
Investment and
 other revenue            -           17          56
                -----------  -----------  ----------
Total revenue             -           (4)      1,010
Direct
 commercial
 property and
 hospitality
 expense                  -           (5)        540
Interest
 expense                  -            9         287
Administration
 and other
 expense                 12           12          52
                -----------  -----------  ----------
Total expenses           12           16         879
Fair value
 gains                    -            -         206
Share of net
 earnings from
 equity
 accounted
 investments              -          (11)        242
                -----------  -----------  ----------
Income before
 income taxes           (12)         (31)        579
Income tax
 (expense)
 benefit                  3          (67)        (92)
                -----------  -----------  ----------
Net income      $        (9) $       (98) $      487
                -----------  -----------  ----------

Net income
 attributable
 to:
Limited
 partners       $         -  $        56  $       56
General partner           -            -           -
Brookfield
 Asset
 Management
 Inc.                    (9)        (410)          -
Non-controlling
 interests
 attributable
 to:
  Redeemable/
   exchangeable
   and special
   limited
   partner
   units of the
   operating
   partnership
   held by
   Brookfield
   Asset
   Management
   Inc.                   -          256         256
  Interests of
   others in
   operating
   subsidiaries           -            -         175
                -----------  -----------  ----------
                $        (9) $       (98) $      487
                -----------  -----------  ----------


See notes for an explanation of each adjustment.



For the year ended
 December 31, 2012                          Pro Forma Adjustments
                                --------------------------------------------
                    Brookfield
                     Property    Australian    Capital   Preferred
                     Partners   Investments  Securities    Shares   Equity
(US$ Millions)         L.P.         (a)          (b)        (c)       (d)
                    ----------  -----------  ----------  ---------  -------

Commercial property
 and hospitality
 revenue                 3,601          (78)          -          -        -
Investment and
 other revenue             167           54           -          -        -
                    ----------  -----------  ----------  ---------  -------
Total revenue            3,768          (24)          -          -        -
Direct commercial
 property and
 hospitality
 expense                 1,876          (18)          -          -        -
Interest expense         1,020          (45)         77          -        -
Administration and
 other expense             205            -           -          -        -
                    ----------  -----------  ----------  ---------  -------
Total expenses           3,101          (63)         77          -        -
Fair value gains         1,227            -           -          -        -
Share of net
 earnings from
 equity accounted
 investments             1,235          (39)          -          -        -
                    ----------  -----------  ----------  ---------  -------
Income before
 income taxes            3,129            -         (77)         -        -
Income tax
 (expense) benefit        (489)           -           -          -        -
                    ----------  -----------  ----------  ---------  -------
Net income          $    2,640  $         -  $      (77) $       -  $     -
                    ----------  -----------  ----------  ---------  -------

Net income
 attributable to:
Limited partners    $        -  $         -  $        -  $       -  $   233
General partner              -            -           -          -        -
Brookfield Asset
 Management Inc.         1,476            -         (77)        (1)  (1,343)
Non-controlling
 interests
 attributable to:
  Redeemable/
   exchangeable and
   special limited
   partner units of
   the operating
   partnership held
   by Brookfield
   Asset Management
   Inc.                      -            -           -          -    1,110
  Interests of
   others in
   operating
   subsidiaries          1,164            -           -          1        -
                    ----------  -----------  ----------  ---------  -------
                    $    2,640  $         -  $      (77) $       -  $     -
                    ----------  -----------  ----------  ---------  -------





For the year ended
 December 31, 2012           Pro Forma Adjustments
                   -----------------------------------------
                                                               Pro Forma
                                                              Brookfield
                     Tax Impact of   Management   Total Pro    Property
                    Reorganization      Fee         Forma      Partners
(US$ Millions)            (e)           (f)      Adjustments     L.P.
                    --------------  -----------  -----------  ----------

Commercial property
 and hospitality
 revenue                         -            -          (78)      3,523
Investment and
 other revenue                   -            -           54         221
                    --------------  -----------  -----------  ----------
Total revenue                    -            -          (24)      3,744
Direct commercial
 property and
 hospitality
 expense                         -            -          (18)      1,858
Interest expense                 -            -           32       1,052
Administration and
 other expense                   -           50           50         255
                    --------------  -----------  -----------  ----------
Total expenses                   -           50           64       3,165
Fair value gains                 -            -            -       1,227
Share of net
 earnings from
 equity accounted
 investments                     -            -          (39)      1,196
                    --------------  -----------  -----------  ----------
Income before
 income taxes                    -          (50)        (127)      3,002
Income tax
 (expense) benefit             (18)          13           (5)       (494)
                    --------------  -----------  -----------  ----------
Net income          $          (18) $       (37) $      (132) $    2,508
                    --------------  -----------  -----------  ----------

Net income
 attributable to:
Limited partners    $            -  $         -  $       233  $      233
General partner                  -            -            -           -
Brookfield Asset
 Management Inc.               (18)         (37)      (1,476)          -
Non-controlling
 interests
 attributable to:
  Redeemable/
   exchangeable and
   special limited
   partner units of
   the operating
   partnership held
   by Brookfield
   Asset Management
   Inc.                          -            -        1,110       1,110
  Interests of
   others in
   operating
   subsidiaries                  -            -            1       1,165
                    --------------  -----------  -----------  ----------
                    $          (18) $       (37) $      (132) $    2,508
                    --------------  -----------  -----------  ----------


See notes for an explanation of each adjustment.

Notes regarding pro forma financial information:

The pro forma financial information in this release has been prepared to give effect to the acquisition by Brookfield Property Partners of Brookfield's commercial property operations (the "spinoff"), including its office, retail, multi-family, industrial and other assets, located in the United States, Canada, Australia, Brazil and Europe, that have historically been owned and operated, both directly and through its operating entities. The commercial property operations transferred to the partnership through the spinoff include all of the commercial property operations of Brookfield included in the financial statements.
In addition, the pro forma information was prepared reflecting adjustments for the following:

a) Acquisition of interests in Brookfield's Australian properties through participating loan interests.

b) Issuance of $1.25 billion of Capital Securities to Brookfield as partial consideration for the business acquired by the partnership.

c) Issuance of $25 million of Preferred Shares by certain holding entities of Brookfield Property Partners.

d) Issuance of partnership units by Brookfield Property Partners as partial consideration for the business acquired, and issuance of approximately 80 million units of the partnership in the spinoff based on the number of Class A limited voting shares and Class B limited voting shares of Brookfield.

e) Reorganization of the legal structure through which the business is held, including the issuance of certain inter-company debt between the property partnership and the holding entities, resulting in changes in the effective tax rate and the tax basis of certain investments.

f) Annual management fees of $50 million paid by the partnership to Brookfield pursuant to a Master Services Agreement.

The unaudited pro forma information has been prepared based upon currently available information and assumptions deemed appropriate by management. The unaudited pro forma financial information is provided for information purposes only and is not intended to represent, or be indicative of, the results that would have occurred had the transactions reflected in the pro forma adjustments been effected on the dates indicated.

Contact:
Melissa Coley
Vice President, Investor Relations & Communications
Tel: 212-417-7215
Email: Email Contact

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Innodisk is a service-driven provider of industrial embedded flash and DRAM storage products and technologies, with a focus on the enterprise, industrial, aerospace, and defense industries. Innodisk is dedicated to serving their customers and business partners. Quality is vitally important when it comes to industrial embedded flash and DRAM storage products. That’s why Innodisk manufactures all of their products in their own purpose-built memory production facility. In fact, they designed and built their production center to maximize manufacturing efficiency and guarantee the highest quality of our products.
Can call centers hang up the phones for good? Intuitive Solutions did. WebRTC enabled this contact center provider to eliminate antiquated telephony and desktop phone infrastructure with a pure web-based solution, allowing them to expand beyond brick-and-mortar confines to a home-based agent model. Download Slide Deck: ▸ Here
All major researchers estimate there will be tens of billions devices - computers, smartphones, tablets, and sensors - connected to the Internet by 2020. This number will continue to grow at a rapid pace for the next several decades. Over the summer Gartner released its much anticipated annual Hype Cycle report and the big news is that Internet of Things has now replaced Big Data as the most hyped technology. Indeed, we're hearing more and more about this fascinating new technological paradigm. Every other IT news item seems to be about IoT and its implications on the future of digital business.
BSQUARE is a global leader of embedded software solutions. We enable smart connected systems at the device level and beyond that millions use every day and provide actionable data solutions for the growing Internet of Things (IoT) market. We empower our world-class customers with our products, services and solutions to achieve innovation and success. For more information, visit www.bsquare.com.
With the iCloud scandal seemingly in its past, Apple announced new iPhones, updates to iPad and MacBook as well as news on OSX Yosemite. Although consumers will have to wait to get their hands on some of that new stuff, what they can get is the latest release of iOS 8 that Apple made available for most in-market iPhones and iPads. Originally announced at WWDC (Apple’s annual developers conference) in June, iOS 8 seems to spearhead Apple’s newfound focus upon greater integration of their products into everyday tasks, cross-platform mobility and self-monitoring. Before you update your device, here is a look at some of the new features and things you may want to consider from a mobile security perspective.