The emergence of ultra-large scale Systems of Systems promises efficiencies and capabilities for the creation and delivery of societal services unimaginable 10 years ago.  Such systems have, as parts, not only information management systems but also cyberphysical systems such as power grids, emergency response systems, water and sewer systems, and so on. This brave new world requires ways of thinking, planning, development, delivery, deployment and operation that differ widely from those of conventional systems. Systems of systems have chaotic interactions that are too complex to fully engineer in the traditional sense, yet must offer 100% reliability, even in the presence of failures. These systems bring not only promise, but also challenge and opportunity. New ways to reason about reliability, safety, and security are needed to ensure success. With the Smarter Planet initiative, IBM is tackling the exciting possibilities and addressing the needs of this space. This white paper will help you better understand the opportu-nities and challenges related to large-scale systems of systemsby examining the evolution of systems and emerging issuesrelated to creating smarter systems.