DON'T LET ME FALL

(Bobby Simmons Jr., Clarence Montgomery III) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Pouvois Sounds (ASCAP)
Produced by B.o.B for Ham Squad Productions, Inc. Recorded by B.o.B at Ham Squad Studios, Atlanta, GA. Mixed by Joe Fitz at Echo Studios, Atlanta, GA

NOTHIN' ON YOU
(FEAT. BRUNO MARS)

(Bobby Simmons Jr., Bruno Mars, Philip Lawrence, Ari Levine) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Mars Force Music/
Northside Independent Music Publishing/Bug House (ASCAP)/Administered By Bug //EMI April Music, Inc. o/b/o Roc Cor Publishing and Music Famamanem LP
(ASCAP)//Toy Plane Music/Art For Arts Sake Music/Bughouse (ASCAP) Administered by Bug Obo Arthouse Entertainment LLC. Produced by The Smeezingtons
Recorded and Mixed by Ari Levine at Levcon Studios, Hollywood, CA. All Music and Instruments played by Bruno Mars and Ari Levine except Bass by Brody
Brown

PAST MY SHADES
(FEAT. LUPE FIASCO)

(Bobby Simmons Jr., Lupe Fiasco) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Lu Chill Music /Heavy As Heaven/Universal
Music Publishing (BMI). Produced by B.o.B for Ham Squad Productions, Inc. Recorded and Mixed by Joe Fitz at Echo Studios, Atlanta, GA. Lupe Fiasco’s
Performance recorded by Greg “GBall” Magers at The Attic Recording Chicago, IL. Drums by Ali Warren. Bass by Kato. Guitar by Kyle King

AIRPLANES
(FEAT. HAYLEY WILLIAMS OF PARAMORE)

(Bobby Simmons Jr., Justin Franks, Alex Grant, Jeremy Dussolliet, Tim Sommers) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//J
Franks/Artist Publishing Group West (ASCAP) administered by WB Music Corp.//Songs of Universal, Inc. (BMI)// WB Music Corp. (ASCAP) and Kinetics and
One Love (ASCAP) All rights administered by WB Music Corp. Produced by Alex Da Kid for Wonderland Music, LLC. Co-Produced by Frank E. Recorded by Paul
Bailey at Paramount Studios, Hollywood, CA and Mike Wilson at Patchwerk Studios, Atlanta, GA. Mixed by Manny Marraquin at Larrabee North, Universal City
CA. Assisted by Christian Plata and Erik Madrid. Additional guitars by J Browz for Veers Music and Josh Lopez. Additional vocals by Hayley Williams
BET I
(FEAT. T.I. & PLAYBOY TRE)

(Bobby Simmons Jr., Clifford Harris, Clarence Montgomery III, Jesse McMullen Jr.) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)
//Crown Club Publishing/Warner-Tamerlane Publishing Corp. (BMI)//Pouvois Sounds (ASCAP)//Jesse McMullen (ASCAP)/Artist Publishing Group West admin
By Warner Chappell. Produced by Kuttah for Trummp Change Entertainment. Recorded by B.o.B at Ham Squad Studios, Atlanta, GA. Mixed by Joe Fitz at Echo
Studios, Atlanta, GA. Additional Vocals by T.I. & Playboy Tre

GHOST IN THE MACHINE

(Bobby Simmons Jr.) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI). Produced by B.o.B for Ham Squad Productions, Inc. Recorded
By B.o.B at Ham Squad Studios, Atlanta, GA. Mixed by Joe Fitz at Echo Studios, Atlanta, GA

THE KIDS
(FEAT. JANELLE MONÁE)

(Bobby Simmons Jr., Justin Franks, Chris Baio, Rostam Batmanglij, Ezra Koenig, Chris Tomson) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing
LLC (BMI)//J. Franks/Artist Publishing Group West (ASCAP) administered by WB Music Corp.//Vampire Weekend Music (ASCAP). by arrangement with Imagem Music (PRS). Produced by Frank E. Recorded by B.o.B at Patchwerk Recording Studios, Atlanta, GA. Mixed by Adelio Lombardi at Side 3 Studios, Denver, CO
Additional Vocals by Janelle Monáe. Janelle Monáe appears courtesy of Wondaland Productions/Bad Boy Records. “The Kids” contains interpolations from the
Composition “The Kids Don’t Stand a Chance” written by Chris Baio, Rostam Batmanglij, Ezra Koenig, Chris Tomson and published by Vampire Weekend Music
(ASCAP) by arrangement with Imagem Music (PRS). Used by permission

MAGIC
(FEAT. RIVERS CUOMO)

(Lukasz Gottwald, Rivers Cuomo, Bobby Simmons Jr.) Kasz Money Publishing (ASCAP)//E.O. Smith Publishing (BMI)//Ham Squad Music/Songs of Universal
Inc./Shady Music Publishing, LLC (BMI). Produced by Dr. Luke for Kasz Money Productions, Inc. Mixed by Serban Ghenea. Vocals by B.o.B featuring Rivers
Cuomo. All Instruments by Dr. Luke and Rivers Cuomo. All programming by Dr. Luke. Engineered by Emily Wright and Sam Holland. Assisted by Aniela
Gottwald. Vocal Editing by Emily Wright. Production Coordination by Irene Richter, Vanessa Silberman, and Megan Dennis. Recorded at Conway Recording
Studios, Los Angeles, CA. Mixed at MixStar Studios, Virginia Beach, VA. Engineered for mix by John Hanes. Assistant engineering for mix by Tim Roberts. Rivers
Cuomo appears courtesy of Geffen Records
FAME

(Bobby Simmons Jr., Clarence Montgomery III, Alvin Lindsay, Kentrell Lindsay, Christopher Lanier, Zekuumba Zekkariyas, Howard Coney, George Gershwin
Dubose Heyward, Ira Gershwin, Dorothy Heyward) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Pouvois Sounds (ASCAP)//
Artist Publishing Group West admin by Warner Chappell (ASCAP)//Ayif15music (ASCAP)//Zekuumba Zekkariyas (PRS)// Penmen Publishing (PRS)// George
Gershwin Music (ASCAP)/DuBose & Dorothy Heyward Memorial Fund Pub. (ASCAP) & Ira Gershwin Music (ASCAP). All rights administered by WB Music
Corp. (ASCAP). Produced by The Knux. Recorded by Juan Pablo Negrete Ortiz at Paramount Studios, Hollywood, CA. Mixed by Ari Levine, at Levcon Studios
Hollywood, CA. Additional vocals by the Ejyptsian Queen. Contains elements of “Summertime” by George Gershwin, DuBose Heyward, Ira Gershwin and
Dorothy Heyward. Published by George Gershwin Music (ASCAP)/DuBose & Dorothy Heyward Memorial Fund Pub. (ASCAP) & Ira Gershwin Music (ASCAP)
All rights administered by WB Music Corp. (ASCAP). All rights reserved

LOVELIER THAN YOU

(Bobby Simmons Jr.) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI). Produced by B.o.B for Ham Squad Productions, Inc. Recorded
And Mixed by Joe Fitz at Echo Studios, Atlanta, GA

5TH DIMENSION

(Bobby Simmons Jr., Clifford Harris, Cordale Quinn, Kassim Vonricco Washington, Marvin Gaye, James Nyx) Ham Squad Music/Songs of Universal, Inc./Shady
Music Publishing, LLC (BMI)// Crown Club Publishing/Warner-Tamerlane Publishing Corp. (BMI)//Grand Hustle/C Beatz Publishing (BMI)//Ricco Barrino Muzic
(ASCAP)//Jobete Music Co., Inc. MG III Music, MNG Music, FCG Music (ASCAP). Produced by T.I. & Lil’ C for Smashfactory Productions and B.o.B for Ham
Squad Productions, Inc. Recorded and Mixed by Joe Fitz at Echo Studios Atlanta, GA. Additional vocals by Ricco Barrino. Contains interpolations from “Inner City
Blues (Makes Me Wanna Holler)” written by Marvin Gaye and James Nyx. Published by Jobete Music Co., Inc. MG III Music, MNG Music, FCG Music (ASCAP)
Used by permission. All rights reserved

AIRPLANES, PART II
(FEAT. EMINEM & HAYLEY WILLIAMS OF PARAMORE
(Bobby Simmons Jr., Marshall Mathers, Luis Resto, Alex Grant, Jeremy Dussolliet, Tim Sommers) Ham Squad Music/Songs of Universal, Inc./Shady Music
Publishing, LLC (BMI)//Shroom Shady Music, admin by Songs of Universal, Inc. (BMI)//Resto World Music (ASCAP)//Songs of Universal, Inc. (BMI)//WB Music
Corp. (ASCAP) and Kinetics and One Love (ASCAP) All rights administered by WB Music Corp. Produced by Alex Da Kid for Wonderland Music, LLC. Additional
Production by Eminem & Luis Resto. Recorded by Joe Fitz at Tree Sound, Atlanta GA. Eminem Vocals Recorded by Mike Strange at Effigy Studios. Mixed by Eminem
& Mike Strange at Effigy Studios. Additional keyboards by Luis Resto. Additional guitars by J Browz for Veers Music. Additional vocals by Eminem & Hayley
Williams. Eminem appears courtesy of Aftermath Entertainment

- - - THANK YOU'S - - -

Words cannot accurately express the gratitude I feel towards the Universe for
Selecting me to become a character such as “B.o.B” and have the opportunity
To impact worldwide consciousness. I would also like to take this time to give
Credit for the parents who were courageous enough to give birth to a wild son
Such as myself, Bobby Simmons Sr. and Karen Simmons
Although I am the face of the movement, there is always a proper team
Behind any successful project. B-Rich, TJ Chapman, and Playboy Tre have been
Like uncles for me on my journey and constantly make sure that I’m grounded
We have put in a lot of blood, sweat, tears, pain, happiness, and patience into
What is unfolding and now we can celebrate the release of the debut album. I
Am grateful to have a team to invest so much time and energy into one project
HAM SQUAD ON DECK!!! SKLOOO!
Tiffany, first I have to thank you for all of the creative ideas and concepts that
You have given me out of the pure love for art. Secondly, I have to thank you for
Staying in my corner through my roughest times because if it were not for you
B.o.B would be lost
Since a year ago I have prayed that the Universe would bring musicians in
My life who were just as passionate about music as I am…well those prayers
Were answered which is why I am privileged to be working with awesome
Musicians such as Kyle King, Takehiko Kato, Arielle Simmons, and DeLarry
Sanders. Whether on the road or in the studio, the chemistry is divine
There have been very crucial bits of information and advice that I have
Received throughout my journeys into the Universe but the most impactful ones
Have come from my brother Jamaal. Thank you for listening to my horrible raps
Back in the day…now they’re not so bad eh? Gracias!
Stephen Hill - Although you are my cousin, you will always be my brother in
My eyes. From the days that we were sneaking into clubs, to the days that we
Were the Klinic, all of this started as a dream and has manifested into something
Way greater than what we envisioned. I have to express and acknowledge my
Gratitude for you inspiring me to be greater as a man and STAND UP! Lol
The Simmons Family
The Hill Family
Jim Jonsin - You have taught me so much in the studio and have shown me
How to really put my elbows into a record!! lol. I would like to thank you for
Believing in B.o.B since we walked into that studio in Miami that day! Rebel
Rock!!!!!
LaTrice Burnette - C’mon Son!!!!! You are one of the hardest working people
That I know alone! You go way over and beyond to make sure that me and
Team B.o.B are okay and we will always have a place in our hearts for you
You will always be family to us!
Sydney Margetson - Getting the word out to the masses about the existence of
B.o.B is something that would not have been possible without your contribution
To the project. It takes actual care and effort to pull that off. Thanks
Brian “Busy” Dackowski - Obviously from the name, you are always busy
Making sure we have the best looks, and the best ideas in this new age of
Internet and technology. So on behalf of myself and Team B.o.B…Thank you!
Atlantic: Lyor Cohen, Craig Kallman, Julie Greenwald, Livia Tortella, Mike
Kyser, Joi Pitts, Dane Venable, Mike Caren, Sam Riback, Aaron Bay-Schuck
Andrew Luftman, Alex Schwartz, Craig Rosen, Anne DeClemente, LaTrice
Burnette, John Coster, Thanh Nguyen, Sydney Margetson, Ashley Kalmanowitz
Sheila Richman, Gabriella Vargas, James Lopez, Azim Rashid, James Brown, Naomi McCier, Kevin Holiday, Natina Nimene, Yancey Richardson, Brannon
Scales, Motti Shulman, Junius Thomas, June Grant, Danielle Smith, Sam
Crespo, Andrea Ganis, John McMann, John Lewis, Warren Gesin, Dan
Posner, Dustin Elliott, Jennifer Yin, Ali O’Connell, Amy Johnson, Chuck Strouth
Howard Lesnick, Johnny Coscia, Julie Kubacki, Lora Helstrom, Lou Rizzo, Mark
Fritzges, Mike Snow, Rick Sudakoff, Tim Dalbec, Rafael “June” Cardona
Allan Coleman, Frank Johnson, Jamar Giddins, Brian Dackowski, Ryan
Brady, Michele Cranford, Amanda Alfieri, Paul Sinclair
Geraldine Chung, Tom Capodanno, Jack McMorrow, Adam Abramson, Matt
Engelman, David Saslow, Tashana Ventura, Jason Pleskow, Derec Dunn, Phil
Botti, Shamikah Martinez, Adam Donald, Michael Kushner, Megan Joyce, Al
Harmon, James Lopez, Camille Hackney, Jonathan Feldman, Kevin Weaver
Sharon Masters, Scott Brothman, Rob Gold, Greg Burke, Anika King, Nicholas
Bilardello, Alex Kirzhner, Pam Simon, Maggie Porter, Nancy Rogers, Carolyn
Tracey, Matt Young, Matt Pileggi, Steve Hash, Marsha St. Hubert, Dionnee
Harper, Lisa Graves, Brian St. John, Cathy Donovan, Julyann Moon, Astrid
Narins and Gina Tucci
Grand Hustle - Tip, Jason, Doug, Clay, Amir, Hannah and the entire Grand
Hustle family - thank you for working with us and joining forces to have one of
The biggest projects in the music industry today. Grand Hustle’s in the building!
Cara Lewis - Thanks for believing in us and getting us gigs when we weren’t
Hot!
Shanieke - My dope stylist! Thanks for keeping me looking like a star!
Rischa - You have been the angel to save the day in our most chaotic times
Thank You!
Jay Man - I am grateful for the heart that you have put into our movement!
Sanchez - Thanks for keeping us safe through the most rockiest of roads
Frankie Romano - Thanks for teaching me how to play guitar!
Joe g - My first engineer
Oliver Green - Thank you for teaching me how to sing from the soul and not
From pro-tools!
Olamide Demi - This lady eats, breathes, and sleeps B.o.B. Every time I’m
On twitter I see her campaigning for the movement. This one goes out to you!
Jasmine Pratt and Ashley Wilson - Thank you for holding down the stage and
Being troopers on the road. Chocolate Thunder!
Joe Fitzgerald - Thank you for working your fingers…and ears to the bone
To give me the sound needed for this album. All the hard work has paid off and
I look forward to working with you many years into the future!
Artists/Producers: Jim Jonsin, Tip, Bruno Mars, Eminem, Paul Rosenberg
Hayley Williams, Lupe Fiasco, Rivers Cuomo, Playboy Tre, Janelle Monáe, Ricco
Barrino, the Ejyptsian Queen, Vampire Weekend, The Smeezingtons, Alex Da
Kid, Frank E, Kuttah, Dr. Luke, The Knux, Lil’ C, da Honorable C.N.O.T.E., and
Ali Warren
Metria & Rhian, Mel Carter, Wuz Good, Eddie Forbes, LRG, Kev D, Woodie
White, Core DJs, T. Neal, Big DM, Bigga Rankin, DJ Fresh, DJ Jelly, Sean D, DJ
Demp, DJ Nasty, Dr Doom, Supastar Jkwik, DJ Speedracer, Sean D, DJ Ezone
DJ Storm, TJ’s DJ’s fam, Keith Kennedy, DJ Shane, DJ Eman, DJ Reflection, MTV
Ozone Magazine, Vibe, XXL, DJ Smallz, DJ Drama, DJ Sense, Mick Boogie, the
Baka Boyz, Greg Street, Lil Bankhead, Kaspa, Hittmenn DJs, Hot 107.9, V103
DJ Infamous, DJ Holiday, J-Nicks, Ike Gda, DJ Terra, Coalition DJs, DJ Funky, DJ
Big X, DJ X-Rated, DJ Green Lantern, Peter Parker, Peter Rosenberg, Power 106 LA, Kiss FM LA, Juile Pilat, Angela Yee, DJ G-Spot, DJ Jimmy Taco, Orlando
(WLLD), Nick @ Night, DJ Doubleookey, Brandon Korff (MTV), DJ Efeezy, DJ
Nasty, Jimmy Doctrie, DJ Frank White, DJ Rip, DJ Impact, DJ Commando, DJ
Chuck T, Neek, Big Gee, DJ Blord, Lucky Leon, Felli Fel, Big Yu @ Digiwaxx
Cyber Sapp, Tuma Basa, DJ Skee, Damon Eden, DJ Killa Groove, Shawty Slim, DJ Smooth, Big Scoop, DJ Tremayne, Carson Daly, Mo’nique, Nahright
Com, 2dopeboyz.com, Smokingsection.net and Rapradar.com. Thanks to all
The media. And a special THANKS to all the Haters Everywhere We Go!!!
Thank God!!!

- - - ADDITIONAL CREDITS - - -

Executive Producers: Jim Jonsin, T.I. & B.o.B
Associate Producers: B-Rich & Doug Peterson
A&R Direction: Mike Caren, Sam Riback, & Aaron Bay-Schuck
A&R Administration: Anne DeClemente
A&R Coordination: Alex Schwartz
Marketing Direction: LaTrice Burnette & John Coster
Publicity: Sydney Margetson
Digital Marketing: Brian “Busy” Dackowski & Ryan Brady
Management: Brian Richardson & TJ Chapman for Powerhouse Management
Legal for Atlantic: Megan Joyce
Legal for Rebel Rock: Scott Felcher. Esq. and Evan Freifeld, Esq. for Felcher and Freifeld, LLP
Legal for B.o.B: Theo Sedlmayr, Esq. and Tiffany Almy, Esq. for Sedlmayr & Associates, P.C
Photography: Wuz Good
Graphic Artists: Corday “Dezedwell” Cardwell and Isam “MrNuDay” Muhammad
Design: Alex Danger Kirzhner
Art Manager and Producer: Rob Gold
Packaging Management: Pamela Simon
Production Company: BeeMac Films
Styling: Shanieke “shinshin” Peru
Mastered by: Chris Gehringer at Sterling Sound, New York, NY