a&r [a&r executive] Teresa LaBarbera Whites
art direction Ian Cuttler
executive-producer Beyoncé Knowles
executive-producer Mathew Knowles
graphics [graphic artist] James Hunter
hair Chuckie Amos
make-up Mally Roncal
mastered by [album] Tom Coyne
photography by Markus Klinko & Indrani
photography by [page 2] Dhalen
stylist Tina Knowles
stylist [prop stylist] Kevin Bird
Copyright (c) Sony Music Entertainment Inc.
Phonographic Copyright (p) Sony Music Entertainment Inc.
Distributed By Sony Music
Made By Sony Music
Glass Mastered At Sony DADC
Published By Beyoncé Publishing
Published By Hitco South
Published By Music Of Windswept
Published By EMI Blackwood Music Inc.
Published By Dam Rich Music
Published By EMI April Music Inc.
Published By Carter Boys Publishing
Published By Unichappell Music, Inc.
Produced For Richcraft Inc.
Produced For Music World Productions, Inc.
Recorded At Sony Music Studios, New York City
Recorded At The Hit Factory
Mixed At The Hit Factory
Published By TVT Music, Inc.
Published By Scott Storch Music
Published By Black Owned Musik
Published By Angela Beyince Music
Published By WB Music Corp.
Published By Sweet Summer Night Music
Produced For Tuff Jew Productions, LLC
Recorded At South Beach Studios
Published By Dutty Rock Music
Produced For Czar (2)
Produced For 1st & 15th Productions, Inc.
Produced For Boom Boom Room Productions
Recorded At Baseline Studios
Recorded At Stankonia Recording
Published By Kidada Music, Inc.
Published By Shugiterius Music
Published By Warner-Tamerlane Publishing Corp.
Published By Rubber Band Music, Inc.
Published By Universal - Songs Of Polygram International, Inc.
Published By Rubber Band Music
Published By Universal Songs Of Polygram
Licensed From Sony
Published By 3RDi Musicworks
Produced For a.FOC-aliptic Musicworks
Recorded At COE.BE.3 Studios
Published By Mass Confusion Productions
Published By Universal Music Corp.
Published By Nisan's Music
Published By Cherry Lane Music Publishing Company Inc.
Published By Dreamworks Songs
Published By Craigman Music
Produced For Mass Confusion Productions, Inc.
Produced For New Every Morning Music Inc.
Produced For NCS Entertainment, Inc.
Recorded At The Hit Factory Criteria
Mixed At The Hit Factory Criteria
Published By 6th Boro Music
Published By Lic Spiffy Music
Produced For Sixth Boro Entertainment, Inc.
Recorded At Soho Music Studios
Recorded At Patchwerk Recording Studios
Published By Dnomyar
Published By Bobby Earl Music
Published By Jobete Music Co., Inc.
Produced For Art And Life
Produced For Heat Roc Management, LLC
Published By Jobete Music
Published By Scarab Publishing Corp.
Published By Ensign Music Corp.
Recorded At Right Track Recording
Published By Foray Music
Published By EWM Publishing
Recorded At Sugar Hill Studios
Recorded At The Enterprise
Mixed At The Enterprise
Published By Off The Wall Music
Published By Bug Music
Published By Côté Obscur
Published By Bitchin' Music
Produced For 361
Produced For Al-Khemya
Recorded At Studio La Cosca
Mixed At Electric Lady Studios
Mastered At Sterling Sound
Recorded At Bulgarian Radio Studios
Recorded At Studio Claudia Sound
Phonographic Copyright (p) EMI Music France
Phonographic Copyright (p) Hostile Records
Track 1
Beyoncé Publishing/Hitco South all rights admin. by Music Of Windswept (ASCAP)/EMI Blackwood Music Inc. obo itself and Dam Rich Music (BMI)/EMI April Music Inc. obo itself and Carter Boys Publishing (ASCAP)/Unichappell Music Inc. (BMI)
Produced by Rich Harrison for Richcraft Inc. and Beyoncé Knowles for Music World Productions, Inc.
Recorded at Sony Studios, New York City
Additional vocals recorded at The Hit Factory, New York City
Mixed for Two Chord Music, Inc. at The Hit Factory, New York City
Contains samples from Are You My Woman written by Eugene Record and published by Unichappell Music Inc. (BMI) performed by the Chi-Lites courtesy of Brunswick Records

Track 2
Beyoncé Publishing/Hitco South all rights admin. by Music Of Windswept/TVT Music, Inc. obo itself and Scott Storch Music/Black Owned Musik/Angela Beyince Music/WB Music Corp. (ASCAP)/Summer Night Music (BMI)
Produced by Scott Storch for Tuff Jew Productions, LLC and Beyoncé Knowles for Music World Productions, Inc.
Recorded at South Beach Studios, Miami, Florida
Mixed for Two Chord Music, Inc. at The Hit Factory, New York City
Contains interpolations from Love To Love You Baby written by P. Bellotte, G. Moroder and D. Summer and published by WB Music Corp. (ASCAP) and Sweet Summer Night Music (ASCAP)

Track 3
Beyoncé Publishing/Hitco South all rights admin. by Music Of Windswept/TVT Music, Inc. obo itself and Scott Storch Music/EMI April Music Inc. obo itself and Dutty Rock Music/Black Owned Musik/EMI April Music Inc. obo itself and Carter Boys Publishing (ASCAP)
Produced by Scott Storch for Tuff Jew Productions, LLC and Beyoncé Knowles for Music World Productions, Inc.
Recorded at South Beach Studios, Miami, Florida
Additional vocals recorded at The Hit Factory, New York City
Mixed for Two Chord Music, Inc. at The Hit Factory, New York City

Track 4
Beyoncé Publishing/Hitco South admin. by Music Of Windswept/Notting Dale Songs, Inc. obo itself and Groove 78 Music/Makeda Davis publishing designee/Chrysalis Music Inc./Gnat Booty Music/EMI April Music Inc. obo itself and Carter Boys Publishing (ASCAP)
Produced by Beyoncé Knowles for Music World Productions, Inc. and Bryce Wilson for Czar / 1st & 15th Productions, Inc.
Additional vocal production for Boom Boom Room Productions
Recorded at Baseline Studios, New York
Additional recording at Stankonia Studios, Atlanta, Georgia
Mixed for Two Chord Music, Inc. at The Hit Factory, New York City

Track 5
Beyoncé Publishing/Hitco South admin. by Music Of Windswept (ASCAP)/EMI Blackwood Music Inc. obo itself and Dam Rich Music (BMI)/Angela Beyince Music (ASCAP)/Kidada Music Inc./Shugiterius Music admin by Warner-Tamerlane Publishing Corp./Rubberband Music, Inc. admin. by Universal – Songs Of Polygram Int., Inc. (BMI)
Produced by Rich Harrison for Rich Craft Inc. and Beyoncé Knowles for Music World Productions, Inc.
Recorded at Sony Studios, New York City
Mixed for Two Chord Music, Inc. at The Hit Factory, New York City
Shuggie Otis Strawberry Letter 23 under license from Sony
Contains interpolations from I'd Rather Be With You written by George Clinton Jr., Williams Collins and Gary Cooper and published by Rubber Band Music. Universal Songs Of Polygram (BMI)
Contains excerpts from Strawberry Letter 23 written by Shuggie Otis and published by Warner-Tamerlane Pub Corp (BMI) performed by Shuggie Otis courtesy of Sony Music Entertainment

Track 6
Beyoncé Publishing/Hitco South all rights admin. by Music Of Windswept/TVT Music, Inc. obo itself and Scott Storch Music/Black Owned Musik (ASCAP)
Produced by Scott Storch for Tuff Jew Productions, LLC and Beyoncé Knowles for Music World Productions, Inc.
Recorded at South Beach Studios, Miami, Florida
Mixed for Two Chord Music, Inc. at The Hit Factory, New York City

Track 7
Beyoncé Publishing/Hitco South admin. by Music Of Windswept/3RDi MusicWorks/EMI April Music Inc. obo itself and Carter Boys Publishing (ASCAP)
Produced by Beyoncé Knowles for Music World Productions, Inc. and Focus... for a-FOC.aliptic MusicWorks, courtesy of Aftermath Records
Recorded at COE.BE.3 Studios, Stone Mountain, Georgia
Vocals recorded at South Beach Studios, Miami, Florida
Mixed for Two Chord Music, Inc. at The Hit Factory, New York City

Track 8
Mass Confusion Productions admin. by WB Music Corp./Universal Music Corp. on behalf of Nisan's Music/Cherry Lane Music Publishing Co., Inc. on behalf of DreamWorks Songs/Cherry Lane Music Publishing Co., Inc. on behalf of Craigman Music (ASCAP)
Produced for Mass Confusion Productions, Inc.
Co-produced by Craig Brockman for New Every Morning Music, Inc. and Nisan Stewart for NCS Entertainment, Inc.
Vocals produced for Music World Productions, Inc.
Recorded at Sony Studios, New York City
Additional recording / mixed at The Hit Factory Criteria, Miami, Florida

Track 9
Beyoncé Publishing/Hitco South admin. by Music Of Windswept/6th Boro Music admin. by WB Music Corp./Lic Spiffy Music/Angela Beyince Music (ASCAP)
Produced by Beyoncé Knowles for Music World Productions, Inc. and Andreao Fanatic Heard and Sherrod Barnes for Sixthboro Entertainment Inc.
Recorded at Soho Studios, New York City
Vocals recorded at Patchwerk Studios, Atlanta, Georgia; South Beach Studios, Miami, Florida
Mixed for Two Chord Music, Inc. at The Hit Factory, New York City

Track 10
Dnomyanr/Bobby Earl Music (SESAC)/Hitco South/EMI April Music Inc. obo itself and Carter Boys Publishing/Jobete Music Co., Inc. (ASCAP)
Produced by D-Roy and Mr. B for Art and Life / Heat Roc Management, LLC and Beyoncé Knowles for Music World Productions, Inc.
Recorded at Baseline Studios, New York
Mixed for Two Chord Music, Inc. at The Hit Factory, New York City
Contains resung lyrics from I Like It written by Randy DeBarge, Eldra DeBarge, Etterlene Jordan, and published by Jobete Music (ASCAP)

Track 11
Scarab Publishing Corp./Ensign Music Corp. (BMI)
Strings recorded at Right Track Studios, NYC
Mixed at Hit Factory, NYC

Track 12
Beyoncé Publishing/Hitco South admin. by Music Of Windswept (ASCAP)/Foray Music obo itself and EWM Publishing (SESAC)
Produced for Music World Productions, Inc.
Recorded at Sugarhill Studios, Houston, TX
Vocals recorded / mixed at The Enterprise, Burbank, CA

Track 13
Beyoncé Publishing/Hitco South admin. by Music Of Windswept (ASCAP)/Off The Wall Music admin. by Bug Music (BMI)
Produced for Music World Productions, Inc.
Recorded at Patchwerk Studios, Atlanta, Georgia
Mixed for Two Chord Music, Inc. at The Hit Factory, New York City
Inspired by the original musical composition Rainy Day, written by Shuggie Otis and published by Off The Wall Music (BMI)/administered by Bug Music

Antwan Big Boi Patton appears courtesy of Arista Records
Jay-Z appears courtesy of Roc-A-Fella Records
Luther Vandross appears courtesy of J Records
Ivan Hampden appears courtesy of World Blue Records
Missy Elliott appears courtesy of Elektra Records
Sean Paul appears courtesy of Atlantic Records
Sleepy Brown appears courtesy of DreamWorks Records

Track 14
Coté Obscur/Bitchin Music
Realized for 361 & Al Khemya
Beyoncé's vocals recorded at Sony Music Studio, New York
IAM's vocals recorded at Studio La Cosca, Marseille
Mixed at Electric Lady, New York
Mastered at Sterling Sound, New York
Orchestration recorded at Studio 1 Bulgarian National Radio
Paris (France): recorded at Studio Claudia Sound, Paris
IAM appears courtesy of EMI Music France (Hostile Records)
(P) 2003 Sony Music Entertainment Inc./EMI Music France (Hostile Records)

Track 15
Beyoncé Publishing/Hitco South admin. by Music Of Windswept (ASCAP)
Produced for Music World Productions, Inc.
Recorded at South Beach Studios, Miami, Florida

Executive producers for Music World Productions, Inc.

Album mastered at Sterling Sound, New York

© 2003 Sony Music Entertainment Inc. / ℗ 2003 Sony Music Entertainment Inc. / Columbia is the exclusive trademark of Sony Music Entertainment Inc. / [Columbia logo] is a trademark of Sony Music Entertainment Inc. / Distribution Sony Music

Made in Austria.

Track 18 no write on the cover it's a bonus for Matrix / Runout (Variant 2): S0100513226-0101 15
Barcode: 5 099750 939550
Label Code: LC 00162
Matrix / Runout: S0100513226-0101 31 B2 (Variant 1)
Matrix / Runout: S0100513226-0101 15 (Variant 2)
Mastering SID Code: IFPI L551 (Variant 1)
Mastering SID Code: IFPI L555 (Variant 2)
Mould SID Code: IFPI 948A (Variant 1)
Mould SID Code: IFPI 94Y6 (Variant 2)
Rights Society: SACEM SACD SDRM SGDL
Rights Society: BIEM