a&r [motown a&r direction] Kedar Massenburg a&r [motown a&r direction] Shante Paige a&r [pedigree a&r direction] Todd Russaw administrator [a&r administration] Eloise Bryan administrator [a&r administration] Nina Freeman art direction, design Christopher Kornmann coordinator [a&r coordination] Lamont Ball coordinator [pedigree a&r coordination] Marsha Reid creative director Sandy Brummels executive-producer Kedar Massenburg executive-producer Shante Paige executive-producer Todd Russaw legal [sample clearance services] DMG Clearances, Inc. legal [sample clearance services] Sample Clearance, Ltd management [702] Lovell Randolph management [702] Todd Russaw marketing [marketing direction] Tatia Adams Fox mastered by Chris Gehringer photography by Albert Sanchez stylist [styling] Tameka Foster Phonographic Copyright (p) Motown Records Copyright (c) Motown Records Record Company UMG Recordings, Inc. Published By Shak'em Down Music Published By Hitco South Published By Buttaphly 2Phly Music Published By Classic Music Publishing Published By Music Of Windswept Published By Haleem Music Published By Irish Seven Published By Stone High Publishing Recorded At Atlanta Premier Recording Studio Mixed At Circle House Studios Published By EMI Blackwood Music Inc. Published By Waters Of Nazareth Publishing Published By Genmarc Publishing Published By Terrardome Publishing Recorded At Record Plant, Los Angeles Mixed At Stankonia Recording Published By Hot Heat Music Published By Justin Combs Music Published By EMI April Music Published By Warner-Tamerlane Publishing Corp. Recorded At The Hit Factory Criteria Recorded At EQ's Studio Recorded At South Beach Studios Mixed At Daddy's House Recording Studio Licensed From Universal Music Enterprises Published By Jobete Music Co., Inc. Published By EMI April Music Inc. Published By Chase Chad Music Mixed At The Hit Factory Criteria Published By Money-N-The-Pocket Published By Songs Of Windswept Pacific Published By DJ Hi Tek Music Publishing Published By Pen Skills Music Published By It's A Girl Music! Published By Kollectdoe Publishing Produced For Kollective Music (2) Recorded At Hendu Studios Mixed At Battery Studios, New York Published By Warner-Tamerlane Publishing Published By Mike City Music Produced For Unsung Entertainment, Inc. Mixed At Larrabee Sound Studios Published By Sony/ATV Songs LLC Published By Four O Four Tunes Published By JKL&P Publishing Recorded At Battery Studios, New York Mixed At Quad Recording Studios Published By October Eighth Music, Inc. Published By Warner/Chappell Published By Naked Under My Clothes Published By Yelrahc Music Produced For Groove Factor Productions, Inc. Recorded At Groove Factor Studios Published By Still Diggin' Music Published By BMG Songs, Inc. Published By Chyna Baby Music Published By Janice Combs Publishing Published By EMI Blackwood Published By Waters Will Publishing Published By Josef Powell Music Produced For Kurrup Money Entertainment, Inc. Produced For Pedigree M.G.I. Recorded At The Stash House Recorded At Quad Recording Studios Mixed At Right Track Recording Licensed From Warner Bros. Records Inc. Mixed At Record Plant, Los Angeles Published By B. Black Music Published By Mary Elizabeth Music Published By Nine Houses Music, LLC Published By Strange Motel Music Produced For Character Music, Inc. Recorded At The Weight Room Made By Disctronics, UK Tracks 1, 4, 11 Shake em' Down Music/Hitco South (ASCAP), Buttaphly 2 Phly Music/Classic Music Publishing/Music of Windswept (ASCAP), Haleem Music (ASCAP), Irish Seven (ASCAP), Stone High Publishing (ASCAP) Recorded at Atlanta Premier Recordings, Atlanta, GA Mixed at The Circle House Studios, Miami, FL
Track 2 EMI Blackwood Music Inc./Waters of Nazareth Publishing (BMI), GenMarc Publishing/TerrarDome Publishing (ASCAP) Recorded at The Record Plant, Los Angeles, CA Mixed at Stankonia Recording Studios, Atlanta, GA Clipse appears courtesy of Star Trak Records
Track 3 Hot Heat Music/Justin Combs Music/EMI-April Music (BMI), Warner-Tamerlane Publishing Corp. (BMI) Recorded at The Hit Factory Criteria, Miami, FL Additional recording at EQ's Studio Miami, FL (Wayne Allison) and at South Beach Studios, Miami, FL (Darren Venditti) Mixed for Loreal Inc. at Daddy's House Studios, New York, NY Contains excerpts from the composition Jungle Boogie performed by Kool & The Gang. Used courtesy of PolyGram Records, under license from Universal Music Enterprises; written by Ronald Bell, Claydes Smith, Robert Mickens, Donald Boyce, Richard Westfield, Dennis Thomas, Robert Bell, George Brown and published by Warner-Tamerlane Publishing Corp. (BMI)
Track 5 Shake em' Down Music/Hitco South (ASCAP), Buttaphly 2 Phly Music/Classic Music Publishing/Music of Windswept (ASCAP), Haleem Music (ASCAP), Irish Seven (ASCAP), Stone High Publishing (ASCAP), Jobete Music Co., Inc. (ASCAP) Recorded at Atlanta Premier Recordings, Atlanta, GA Mixed at The Circle House Studios, Miami, FL Contains an interpolation of I Like It written by E. DeBarge, W. DeBarge and E. Jordan, published by Jobete Music Co., Inc. (ASCAP)
Track 6 EMI Blackwood Music Inc./Waters of Nazareth Publishing (BMI), EMI April Music Inc./Chase Chad Music (BMI) Recorded at The Record Plant, Los Angeles, CA Additional recording at South Beach Studios, Miami, FL Mixed at The Hit Factory Criteria, Miami, FL
Track 7 Hot Heat Music/Justin Combs Music/EMI-April Music (BMI), Money In The Pocket (ASCAP), Songs Of Windswept Pacific (BMI), DJ Hi Tek Music Publishing (BMI) and Pen Skills Music (BMI) Recorded at The Hit Factory Criteria, Miami, FL Additional recording at EQ's Studio Miami, FL (Wayne Allison) and at South Beach Studios, Miami, FL (Darren Venditti) Mixed at Daddy's House Studios, New York, NY Contains a sample of Too Late performed by Talib Kweli and DJ Hi Tek. Used courtesy of Rawkus Records, under license from Universal Music Enterprises; written by Tony Cottrell and Talib Kweli Greene. Published by Songs Of Windswept Pacific (BMI), DJ Hi Tek Music Publishing (BMI) and Pen Skills Music (BMI). All rights on behalf of DJ Hi Tek Music Publishing and Pen Skills Music administered by Songs Of Windswept Pacific (BMI)
Tracks 8, 9 It's A Girl Music! (ASCAP)/Kollectdoe Publishing (ASCAP) Produced for Kollective Music Recorded at Hendu Recording Studios, Atlanta, GA Mixed for Loreal Inc. at Battery Recording Studios, New York, NY
Track 10 Warner Tamerlane Publishing/Mike City Music (BMI) Produced for Unsung Entertainment, Inc. Recorded at The Record Plant, Los Angeles, CA Mixed at Larrabee Recording Studios, Los Angeles, CA
Track 12 Sony/ATV Songs, LLC/Four O Four Tunes Inc. (BMI), JKL&P Publishing (ASCAP) Recorded at Battery Recording Studios, New York, NY Mixed at Quad Recording Studios, New York, NY
Track 13 October Eighth Music, Inc./Warner-Chappell (BMI), Naked Under My Clothes (ASCAP), Yelrahc Music (BMI) Produced and composed for Groove Factor Productions, Inc. Recorded at Groove Factor Studios, Atlanta, GA and Hendu Studios Atlanta, GA Mixed for Loreal Inc. at Battery Recording Studios, New York, NY
Track 14 Still Diggin' Music/BMG Songs Inc. (ASCAP), Chyna Baby Music/Janice Combs Publishing/EMI Blackwood (BMI), Irish Seven (ASCAP), Stone High Publishing (ASCAP), Waters Will Publishing/Josef Powell Music (ASCAP) Produced for Kurrup Money Entertainment, Inc. Co-produced for Pedigree MGI Recorded at Stash House Studios, Bronx, NY Additional recording at Quad Recording Studios, New York, NY Mixed for No Question Ent./Loreal Inc. at Right Track Recording Studios, New York, NY Contains a sample from The Waters recording Could It Be Magic, produced under license from Warner Bros. Records Inc., by arrangement with Warner Special Products; written by J. Powell and O. Waters, published by Waters Will Publishing/Josef Powell Music (ASCAP)
Track 15 Warner Tamerlane Publishing/Mike City Music (BMI) Produced for Unsung Entertainment, Inc. Recorded / mixed at The Record Plant, Los Angeles, CA
Track 16 B Black Music (ASCAP), Mary Elizabeth Music (ASCAP), Nine House Music, LLC/Strange Motel Music (ASCAP) Produced for Character Music, Inc. Recorded at Weight Room Studios, New York, NY Mixed at Larrabee Recording Studios, Los Angeles, CA
Track 17 Recorded at The Record Plant, Los Angeles, CA Mixed at Stankonia Recording, Atlanta, GA