P C 2009 Decca Label Group, a Division of UMG Recordings, Inc., 825 Eighth Avenue, New York, NY 10019. All rights reserved.

Produced by Randy Jackson and Boyz II Men

Exclusive Management by Joe Mulvihill for LiveWire Entertainment

DSW Entertainment

www.boyziimen.com www.deccarecords-us.com

A UNIVERSAL MUSIC COMPANY

Back For Good Could It Be I’m Falling In Love If You Leave Me Now Amazed I Can’t Make You Love Me Time After Time IrisCupid Shining Star In My Life Open Arms When I Fall In Love (Featuring Michael Bublé)

Misty BlueOpen Arms Vocal Only Version (Bonus Track)

Back For Good (4:08) (Gary Barlow)EMI Virgin Music, Inc. (ASCAP)

Drums – Michael BlandBass – Lloyd “Sonny” ThompsonGuitar – Michael Thompson, Mike ScottKeyboards – Matt Rollings, Wayne LinseyAdditional Programming – John Lehmkuhl

If You Leave Me Now (4:02)(Peter Cetera)Big Elk Music c/o Don Williams Music Group/Universal Music-MGB Songs (AS-CAP)

Drums – Michael BlandBass – Lloyd “Sonny” ThompsonGuitar – Michael Thompson, Mike ScottKeyboards – Matt Rollings, Wayne LinseyPercussion – Lenny CastroSax, Flute – Dan HigginsTrumpet, Flugel horn – Wayne BergeronTrombone – Andy MartinViolin – Caroline Campbell, Neel HammondViola – Mary SloanCello – Vanessa Freebairn-Smith

Could It Be I’m Falling In Love (3:55)(Mervin Steals/Melvin Steals)Warner-Tamerlane Publishing (BMI)

Drums – Michael BlandBass – Lloyd “Sonny” ThompsonGuitar – Michael Thompson, Mike ScottKeyboards – Matt Rollings, Wayne LinseyB3 Organ – “Big Jim” WrightPercussion – Lenny CastroSax, Flute – Dan HigginsTrumpet, Flugel horn – Wayne BergeronTrombone – Andy MartinViolin – Caroline Campbell, Neel HammondViola – Mary SloanCello – Vanessa Freebairn-Smith

Amazed (4:16)(Marv Green/Chris Lindsey/Aimee Mayo)Golden Wheat Music/Silverkiss Music/State One Music America/Universal Music Careers/Warner-Tamerlane Publishing Corp. (BMI)

Drums – Michael BlandBass – Lloyd “Sonny” ThompsonGuitar – Michael Thompson, Mike ScottKeyboards – Matt Rollings, Wayne LinseyPercussion – Lenny CastroViolin – Caroline Campbell, Neel HammondViola – Mary SloanCello – Vanessa Freebairn-SmithAdditional Programming – John Lehmkuhl

Iris (4:05)(John Rzeznik)Scrap Metal Music/EMI Virgin Songs, Inc. (BMI)

Drums – Michael BlandBass – Lloyd “Sonny” ThompsonGuitar – Michael Thompson, Mike ScottKeyboards – Matt Rollings, Wayne LinseyViolin – Caroline Campbell, Neel HammondViola – Mary SloanCello – Vanessa Freebairn-Smith

Cupid (3:47)(Sam Cooke)ABKCO Music, Inc. (BMI)

Drums – Michael BlandBass – Lloyd “Sonny” ThompsonGuitar – Michael Thompson, Mike ScottKeyboards – Matt Rollings, Wayne Linsey

I Can’t Make You Love Me (5:15)(Mike Reid/Allen Shamblin)Almo Music Corp./Brio Blues Music-ICG Alliance/Universal Music-MGB Songs (ASCAP)

Drums – Michael BlandBass – Lloyd “Sonny” ThompsonGuitar – Michael Thompson, Mike ScottKeyboards – Matt Rollings, Wayne LinseyB3 Organ – “Big Jim” WrightPercussion – Lenny Castro

Time After Time (3:55)(Robert Hyman/Cyndi Lauper)Rella Music Corp (BMI)/Dub Notes c/o Warner Chappell Music, Inc. (ASCAP)

Shining Star (4:04)(Leo Graham, Jr./Paul Edward Richmond)Songs of Universal, Inc. (BMI)

Drums – Michael BlandBass – Lloyd “Sonny” ThompsonGuitar – Michael Thompson, Mike ScottKeyboards – Matt Rollings, Wayne LinseyB3 Organ – “Big Jim” WrightPercussion – Lenny Castro

In My Life (2:32)(John Lennon/Paul McCartney)Sony/ATV Tunes (ASCAP)

Drums – Michael BlandBass – Lloyd “Sonny” ThompsonGuitar – Michael Thompson, Mike ScottAcoustic guitar – Ramon StagnaroKeyboards – Matt Rollings, Wayne LinseyPercussion – Lenny Castro

Open Arms (3:19)(Jonathan Cain/Steve Perry)Lacey Boulevard Music/Weed High Nightmare Music (BMI)

Drums – Michael BlandBass – Lloyd “Sonny” ThompsonGuitar – Michael Thompson, Mike ScottKeyboards – Matt Rollings, Wayne LinseyB3 Organ – “Big Jim” WrightPercussion – Lenny CastroViolin – Caroline Campbell, Neel HammondViola – Mary SloanCello – Vanessa Freebairn-Smith

When I Fall In Love (4:22)(featuring Michael Bublé)

(Edward Heyman/Victor Young)Intersong USA, Inc./Chappell & Co., Inc. c/o Warner Chappell Music, Inc. (ASCAP)

Drums – Vinnie ColaiutaUpright Bass – Reggie HamiltonGuitar – Michael ThompsonAcoustic guitar – Ramon StagnaroKeyboards – Matt Rollings, Wayne LinseyPercussion – Lenny CastroViolin – Caroline Campbell, Neel HammondViola – Mary SloanCello – Vanessa Freebairn-Smith

Bonus Track:Open Arms Vocal Only Version (2:52)(Jonathan Cain/Steve Perry)Lacey Boulevard Music/Weed High Nightmare Music (BMI)

Misty Blue (3:45)(Bob Montgomery)State One Music America/Talmont Music (BMI)

Drums – Vinnie ColaiutaBass – Lloyd “Sonny” ThompsonGuitar – Michael Thompson, Mike ScottKeyboards – Matt Rollings, Wayne LinseyB3 Organ – “Big Jim” WrightPercussion – Lenny CastroViolin – Caroline Campbell, Neel HammondViola – Mary SloanCello – Vanessa Freebairn-Smith

Michael Bublé vocals produced by Humberto GaticaEngineering by Alex RodriguezRecorded at The Warehouse Studio, Vancouver BC, CanadaAssistant Engineer: Mike CashinMichael Bublé appears courtesy of 143/Reprise Records

Mixed by Mick Guzauski at Barking Doctor Recording, Mount Kisco, NYMixing assistant: Thomas BenderVocal Mixes: Wanya Morris and Alan Armitage

Contractor/Production coordinator: Shari Sutcliffe

A&R: Dave NovikA&R Administration: Evelyn MorganA&R Coordination: Paul AltomariArt Direction: Pat BarryPackage Design: Technetium Creative Photography: Randee St. NicholasStylist: Cannon Boyz stylist consultant: Jon NielsenPackage Coordination: Tom ArndtCreative Consultant: Steve Fatone

Management: Joe Mulvihill for Livewire EntertainmentBooking Agent: Mark Siegel for International Creative Management, Inc.Business Management: Debbi Bogle and David Weise for David Weise & Associates

Legal Representative: Danny Hayes and Howard Sadowsky for Davis, Shapiro, Lewitt, Montone and Hayes LLCTravel Agent: Gaylin Winkler for New Act TravelMSM Music Group Asian Territory Rep: Taku Nagashima for 1st Concept Entertainment, Inc.PR Firm: Meghan Prophet for PMK/HBH

Tuxedo shot: all diamond watches by PIAGET. Special Thanks to Piaget. Eyewear supplied by Gucci, YSL, Dior Homme & Valentino. Thanks to Eden Wexler at Safilo. Additional watches by HUBLOT.Special Thanks to: Bailey Hats, Concord Watches, Brand Jordan, Rebel Spirit Clothing, Laguna Beach Jeans Company, Toku Clothing, Washed Up Hollywood.

Produced by Randy Jackson and Boyz II Men

Executive Producers: David Simone, Winston Simone and Joe Mulvihill

Vocals Produced and Arranged by Boyz II Men

Recorded by Kevin Guarnieri and Alan ArmitageAssistant engineers: Paul LaMalfa and Bobby CampbellAdditional recording by Neeraj Khajanchi (Mercer Street Music)

Recorded at Henson Studios, Hollywood, CA, Westlake Studios, Hollywood, CA and EMI Studios, Tokyo, Japan

Once again by the grace of God we have made it to the end of another great project. Being creative never gets old for us and we hope it never gets old for you. LOL

Ironically, as we sit down to write this message (Sept. 19th 2009) we happen to be exactly one year away from our 20th anniversary, and there is no way we could have been here this long without you.

We’d like to thank every person who has ever thought of or even mentioned the name Boyz II Men in their lives. We want to thank all those “die-hard” fans as well as the fair-weather ones. We know our career has not always been stellar, but you guys have stuck around and we truly thank you for that.

Our families and friends keep us strong. From the eldest and most wise grandparent of the family to the drunk uncle at the picnic, they all give us insight to the true realities of life as well as teaching us how to face them head on.

Our business partners keep us focused. Many times creativity and business don’t see eye to eye, but we have a strong group of people who allow us to do what we know is right creatively, while they cover our “business-backs” on a daily basis… and we thank them for that.

Once again we would not be here if it wasn’t for you “THE FAN”!

There is really no way around it. You guys have stuck with us through the highest of highs and the lowest of lows and we thank you from the bottom of our hearts.

The type of loyalty you’ve shown us is unmatched; from coming to concerts dressed in the “Alex Vanderpool” gear to showing up at those tiny hot and sweaty clubs fighting to get to the front. That type of loyalty never goes unnoticed. We don’t know if we would ever be able to repay you for your 19 years of loyal service, but we hope that this album “LOVE” shows you just how much we appreciate and LOVE each and every thing you guys do for us!

Enjoy this album and always remember………. We listen with you.