a&r [additional] James "Jay" Anderson
a&r [executive] Dante Santiago
a&r [interscope a&r administration] Jeanne Venton
a&r [interscope a&r administration] Marta Navas
a&r [interscope] Martin Kierszenbaum
art direction Eddie Axley
art direction Ernst Weber
art direction Huan Nghiem
art direction Pasha Shapiro
coordinator [interscope a&r coordinator] Jody Klein
coordinator [marketing coordinator] BJ Frogozo
coordinator [marketing coordinator] BJ Frogozo
coordinator [mastering] Marie Lewis
coordinator [production coordinator] Padraic Kerin
creative director [interscope creative] Stephanie Hsu
design [logo] Eddie Axley
engineer [assistant at record plant] Dustin Capulong
executive-producer Dante Santiago
executive-producer Will I Am
legal [interscope legal] Jason Kawejsza
legal [interscope legal] Todd Douglas
legal [legal representation] Ken Hertz
legal [legal representation] Rachel Rosoff
management Polo Molina
management Seth Friedman
management Will I Am
management [artist management] Adam Leber
management [artist management] Larry Rudolph
management [business management] David Bolno
management [international marketing] Tomoko Itoki
management [international publicity] Brenda Reynoso
management [interscope production] Andrew van Meter
management [interscope publicist] Dennis Dennehy
management [interscope publicist] Hillary Siskind
management [sample clearance services] Deborah Mannis-Gardner
management [video commissioner] Kathy Angstadt
mastered by Brian Gardner
mastered by [assistant] Mike Bozzi
photography by Mike Jurkovac
product manager Jason Sangerman
product manager Julie Hovsepian
Phonographic Copyright (p) Interscope Records
Copyright (c) Interscope Records
Published By I.am.composing, LLC
Published By BMG Sapphire Songs
Published By Copyright Control
Published By Lord Pharoah JB Music
Published By Kobalt Songs Music Publishing
Published By Meloists Music
Published By Carter Greenbean Music
Published By Michael McHenry Music
Published By Downtown DMP Songs
Published By Sony ATV
Published By Universal Music Publishing
Published By MXM Music AB
Published By Topline Ink
Published By MusicAllStars
Published By Jaymusic
Published By Cloud 9 Music Publishing
Published By Culture Beyond Ur Experience Publishing
Published By Songs of Universal, Inc.
Published By Apl.de.ap Publishing
Published By Universal - Polygram International Publishing, Inc.
Published By Kasz Money Publishing
Published By Oneirology Publishing
Published By Prescription Songs
Published By DeeEtta Music
Published By Underclassman Music
Published By Dirtywork Publishing, LLC
Published By No Orientation
Published By Listen Deep Music
Published By Razor & Tie Music Publishing
Published By Damien LeRoy Music
Published By BMG Platinum Songs
Published By Bieber Time Publishing
Published By Universal Music Corp.
Published By El Cubano Music
Published By EMI Blackwood Music Inc.
Published By Speir Music
Published By Matza Ballzack Music
Published By Where Da Kasz At
Published By Hotel Bravo Music
Published By Universal Music-Z Songs
Published By Broke Spoke & Gone Publishing
Published By Jack Zones Musc
Published By Iamtheone
Published By Bei Maejor Music
Recorded At Smecky Music Studios
Recorded At Record Plant, Los Angeles
Recorded At Afrojack Studio
Recorded At E-Production Studios
Recorded At The Blue Room Studio
Recorded At Ethernet Studios
Recorded At Luke's In The Boo
Recorded At Metropolis Studios
Engineered At Record Plant, Los Angeles
Engineered At Afrojack Studio
Engineered At E-Production Studios
Engineered At The Blue Room Studio
Engineered At Ethernet Studios
Engineered At Luke's In The Boo
Engineered At Metropolis Studios
Mixed At Paper V.U. Studios
Mixed At Record Plant, Los Angeles
Mixed At Afrojack Studio
Mixed At Xfer Records
Mixed At MixStar Studios
Produced For Eye Know A Secret, LLC
Produced For Prescription Songs
Produced For Matza Ball Productions, Inc.
Mastered At Bernie Grundman Mastering
Made By EDC, Germany
All songs recorded and engineered at Record Plant in Hollywood, CA. except:
Track 1: Czech Symphony Orchestra recorded and mixed at Ve Smečkách in Prague, Czech Republic. Mixed at Paper V.U. Studios and Record Plant in Hollywood, CA.
Track 2: Recorded and engineered (by Will.i.am and Padraic Padlock Kerin) at Record Plant in Hollywood, CA and (by Afrojack) at Afrojack Studios in Spijkenisse, the Netherlands. Czech Symphony Orchestra recorded and mixed at Ve Smečkách in Prague, Czech Republic. Mixed (by Afrojack) at Afrojack Studios in Spijkenisse, the Netherlands and (by Dylan 3-D Dresdow & Will.i.am) at Record Plant in Hollywood, CA.
Track 3: Recorded and engineered at Record Plant in Hollywood, CA. Eva Simons' vocals recorded and engineered at E-Production Studios in Amsterdam, Holland. Mixed at Paper V.U. Studios and Record Plant Studios in Hollywood, CA.
Track 4: Recorded and engineered at The Blue Room in Hoogstraten, Belgium. Vocals recorded and engineered at Record Plant in Hollywood, CA. Mixed at Record Plant in Hollywood, CA. Britney Spears appears courtesy of RCA Records, a division of Sony Music Entertainment.
Track 5: Recorded and engineered at Record Plant in Hollywood CA and at Ethernet Studios in Los Feliz, CA. Mixed at Record Plant in Hollywood, CA. Chris Brown appears courtesy of RCA Records, a division of Sony Music Entertainment.
Track 6: Recorded and engineered at Record Plant in Hollywood CA and at Ethernet Studios in Los Feliz, CA. Mixed at Record Plant in Hollywood, CA. 2ne1 appears courtesy of YG Entertainment.
Track 7: Recorded and engineered (by Will.i.am and Padraic Padlock Kerin) at Record Plant in Hollywood, CA. Recorded and engineered (by Clint Gibbs) at Luke's In The Boo in Malibu, CA. Mixed at Record Plant in Hollywood, CA.
Track 8: Produced (by Freshm3n iii) for Eye Know A Secret, LLC). Recorded and engineered at Record Plant in Hollywood CA and at Ethernet Studios in Los Feliz, CA. Mixed at Record Plant in Hollywood, CA. Juicy J appears courtesy of Kemosabe Records / Columbia Records, a division of Sony Music Entertainment.
Track 9: Recorded and engineered at Record Plant in Hollywood, CA. Justin Bieber's vocals recorded and engineered at Metropolis Studios in London, England. Mixed at Xfer Records in Studio City, CA. Justin Bieber appears courtesy of Island Def Jam Records.
Track 10: Recorded at Record Plant in Hollywood, CA. Mixed at Record Plant in Hollywood, CA.
Track 11: Czech Symphony Orchestra recorded and mixed at Ve Smečkách in Prague, Czech Republic. Mixed at Record Plant in Hollywood, CA.
Track 12: Produced (by Dr. Luke) for Prescription Songs, (by Benny Blanco) for Matza Ball Productions, Inc. and (by Cirkut) for Prescription Songs. Recorded and engineered (by Clint Gibbs) at Luke's In The Boo in Malibu, CA. Recorded and engineered (by Will.i.am and Padraic Padlock Kerin) at Record Plant in Hollywood, CA. Czech Symphony Orchestra recorded and mixed at Ve Smečkách in Prague, Czech Republic. Mixed at Mixstar Studios in Virginia Beach, VA. Additional mixing at Record Plant in Hollywood, CA. Miley Cyrus appears courtesy of RCA Records, a division of Sony Music Entertainment.
Track 13: Mixed at Paper V.U. Studios and Record Plant in Hollywood, CA. Skylar Grey appears courtesy of Kid In A Korner / Interscope Records.
Track 14: Recorded and engineered (by Will.i.am and Padraic Padlock Kerin) at Record Plant in Hollywood, CA. Recorded and engineered (by Clint Gibbs) at Luke's In The Boo in Malibu, CA. Mixed at Record Plant in Hollywood, CA.
Track 15: Recorded and engineered at Record Plant in Hollywood, CA. Strings & horns recorded and engineered at Record Plant in Hollywood, CA. Mixed at Paper V.U. Studios and Record Plant in Hollywood, CA.

℗ © 2013 Interscope Records, a division of UMG Recordings, Inc.
Made in the EU.

Publishers:
Track 1: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Jack Miles and Oli Chang / Copyright Control (ASCAP/APRA).
Track 2: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Lord Pharaoh JB Music (ASCAP) / All rights administered by Kobalt Songs Music Publishing (ASCAP), Meloists Music (BMI), Carter Greenbeam Music (BMI), Michael McHenry Music (BMI) / Downtown DMP Songs (BMI)
Track 3: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Sony/ATV, Universal Music Publishing, MXM Music AB (ASCAP) / All rights administered by Kobal Songs Music Publishing, Topline Ink / Copyright Control (BMI/Buma Stemra), Topling Ink (PRS).
Track 4: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Musicallstars/Jaymusic (Buma) administered by Sony ATV, Lord Pharoah JB Music (ASCAP) / All rights administered by Kobal Songs Music Publishing (ASCAP).
Track 5: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Cloud 9 Holland Music Publishing (Buma), Culture Beyond Ur Experience Publishing (BMI) / Songs Of Universal Inc. (BMI).
Track 6: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Apl.de.Ap Publishing, LLC (BMI) / BMG Sapphire Songs (BMI), Lord Pharoah JB Music (ASCAP) / All rights administered by Kobalt Songs Music Publishing (ASCAP), Michael McHenry Music (BMI) / Downtown DMP Songs (BMI), Universal-Polygram International Publishing Inc. (ASCAP).
Track 7: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Kasz Money Publishing (ASCAP), Oneirology Publishing / Prescription Songs (ASCAP).
Track 8: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Dee Etta Music (BMI), Underclassman Music (SESAC) / Dirtywork Publishing, LLC (SESAC), Lost On Campus (SESAC) / Dirtywork Publishing, LLC (SESAC), No Orientation (SESAC) / Dirtywork Publishing, LLC (SESAC), Listen Deep Music (BMI) / Razor And Tie Music Publishing (BMI).
Track 9: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Damien Leroy Music (BMI) / BMG Platinum Songs (BMI), Bieber Time Publishing / Universal Music Corp (ASCAP).
Track 10: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Damien Leroy Music (BMI) / BMG Platinum Songs (BMI).
Track 11: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), El Cubano Music / EMI Blackwood Music, Inc. (BMI), Speir Music / Songs Of Universal, Inc. (BMI).
Track 12: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Kasz Money Publishing (ASCAP), Matza Ballzack Music / Where Da Kasz At (BMI), Oneirology Publishing / Prescription Songs (ASCAP).
Track 13: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Hotel Bravo Music (BMI) / Universal Music Z Songs (BMI), Universal Music Corp. (ASCAP) / Broke, Spoke And Gone Publishing (ASCAP), Jack Zones Music (BMI).
Track 14: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Kasz Money Publishing (ASCAP), Oneirology Publishing / Prescription Songs (ASCAP).
Track 15: I.Am.Composing, LLC (BMI) / BMG Sapphire Songs (BMI), Iamtheone (BMI), Bei Major Music.

Track 1, Good Morning, contains interpolations of and sampled elements from Flowers Bloom as performed by High Highs, written and published by Jack Milas (ASCAP/APRA) and Oli Chang (ASCAP/APRA). Used by permission, by arrangement with Rocket Music.
Barcode: 6 02527 93522 5 (Text)
Barcode: 602527935225 (Scanned, UPC-A)
Label Code: LC06406
Rights Society: BIEM/SDRM
Matrix / Runout: [4x Universal logo] 06025 279 352-2 01 + 53255553 (Variant 1 to 3)
Matrix / Runout: MADE IN GERMANY BY EDC A (Variant 1, mould text)
Matrix / Runout: MADE IN GERMANY BY EDC F (Variant 2, mould text)
Matrix / Runout: MADE IN GERMANY BY EDC B (Variant 3, mould text)
Mastering SID Code: IFPI LV27 (Variant 1 to 3)
Mould SID Code: IFPI 0135 (Variant 1)
Mould SID Code: IFPI 0131 (Variant 2)
Mould SID Code: IFPI 0133 (Variant 3)