tracks

Airportman
Lotus
Suspicion
Hope
At My Most Beautiful
The Apologist
Sad Professor
You're In The Air
Walk Unafraid
Why Not Smile
Daysleeper
Diminished
I'm Not Over You
Parakeet
Falls To Climb

notes

Repress of Up.

Track 12.2 is only listed in the booklet. Total duration for track 12 is 6:01.

Catalog numbers:
9362-47112-2 on spine, CD face and booklet.
9362- 47112- 2 on the back cover.

Recording:
La Casa del Elefante, Seattle. Engineer: Peter Buck.
Toast, San Francisco. Engineer: Charlie Francis. Second engineer: Robert Shimp.
John Keane Studios, Athens. Engineer: John Keane. Second engineers: David Henry, Rob Haddock.
Additional recording on track 14 at at Baby Monster Studios, New York.
Strings recorded at Tree Sound Studios, Atlanta.

Mixing:
Tracks 2, 4, 6, 9, 11, 13, 14 at RPM Studios, New York.
Tracks 1, 7, 10 at John Keane Studios, Athens.
Tracks 3, 8, 12 at Hit Factory, New York.
Tracks 5, 12 at Tree Sound Studios, Atlanta.

Mastered at Sterling Sound

All songs ©1998 Temporary Music (BMI).
Track 4 ©1998 Sony/ATV Songs LLC / Temporary Music (BMI). Contains elements of "Suzanne" by Leonard Cohen ©1967 Sony/ATV Songs LLC (BMI).
All rights on behalf of Sony/ATV Songs LLC admin. by Sony/ATV Music Publishing. Temporary Music administered in this quote-unquote world by Warner-Tamerlane Publishing Corp.

Back cover:
Warner Bros. Records Inc., a Time Warner company.
© ℗ 1998 R.E.M./Athens, L.L.C.
Made in Germany by Warner Music Manufacturing Europe

CD face:
Warner Bros. Records Inc., a Time Warner company.
©℗1998 R.E.M./Athens, L.L.C. Made in Germany.

Released in a standard clear tray jewel case with a 16-page booklet.
The front of the jewel case has the Warner 'W' logo etched in the bottom right corner.

credits

Advisor – Bertis Downs,
Band [R.E.M.] – Michael Stipe, Mike Mills, Peter Buck
Design [Packaging] – Brook Dillon, Chris Bilheimer, Michael Stipe
Edited By [Digital Editing, Mixing] – Paul Falcone (tracks: 3, 8, 12)
Edited By [Digital Editing, Recording] – Craig Silvey, Steve Holsworth
Engineer [Mixing] – John Keane (tracks: 1, 7, 10)
Engineer [Recording] – Charlie Francis (2), John Keane, Peter Buck
Engineer [Second Engineer, Mixing] – Alex Lowe (tracks: 5, 12), Michael McCoy (tracks: 3, 8, 12), Suzanne Dyer (tracks: 2, 4, 6, 9, 11, 13, 14)
Engineer [Second Engineer, Recording] – David Henry, Rob Haddock, Robert Shimp
Management [Office] – Chris Bilheimer, David Bell (21), Kevin O'Neil (3), Mercer Brockenbrough, Meredith Williams, Sarah Petit
Mastered By – Ted Jensen
Mixed By – John Hanlon (tracks: 5, 12), Nigel Godrich (tracks: 2, 4, 6, 9, 11, 13, 14), Pat McCarthy (tracks: 1, 3, 7, 8, 10, 12), R.E.M. (tracks: 1, 3, 7, 8, 10, 12)
Musician [Additional Musician] – Barrett Martin, Bruce Kaphan, Joey Waronker, John Keane, Scott McCaughey
Photography By – Emer Patten, Nick Wickham
Producer – Pat McCarthy, R.E.M.
Songwriter [Song By] – Cohen, (tracks: 4), Stipe, Mills, Buck,
Strings, Cello – Christopher Rex (tracks: 2, 3, 8), Daniel Laufer (tracks: 2, 3, 8), Elizabeth Murphy, (tracks: 2, 3, 8), Nan Maddox (tracks: 2, 3, 8)
Strings, Conductor – Jere Flint (tracks: 2, 3, 8)
Strings, Double Bass – Douglas Sommer (tracks: 2, 3, 8)
Strings, Leader – Paul Murphy (5) (tracks: 2, 3, 8)
Strings, Viola – Heidi Nitchie (tracks: 2, 3, 8), Patti Gouvas (tracks: 2, 3, 8), Paul Murphy (5) (tracks: 2, 3, 8), Reid Harris (tracks: 2, 3, 8)
Strings, Violin – Anne Page (tracks: 2, 3, 8), David Arenz (tracks: 2, 3, 8), David Braitberg (tracks: 2, 3, 8), Ellie Arenz (tracks: 2, 3, 8), Helen Porter (tracks: 2, 3, 8), Jay Christy (tracks: 2, 3, 8), Jun-Ching Lin (tracks: 2, 3, 8), Sou-Chun Su (tracks: 2, 3, 8), Willard Shull (tracks: 2, 3, 8)
Technician [Technical Assistance] – Mark Mytrowitz, Microwave (9)
Producer – Pat McCarthy, R.E.M.

companies

Record Company – Warner Bros. Records Inc.
Record Company – Time Warner
Copyright (c) – R.E.M./Athens L.L.C.
Phonographic Copyright (p) – R.E.M./Athens L.L.C.
Made By – Warner Music Manufacturing Europe
Recorded At – La Casa Del Elefante
Recorded At – Toast Studios
Edited At – Toast Studios
Recorded At – John Keane Studios
Recorded At – Baby Monster Studios
Recorded At – Tree Sound Studios
Mixed At – RPM Studios
Mixed At – John Keane Studios
Mixed At – The Hit Factory
Edited At – The Hit Factory
Mixed At – Tree Sound Studios
Mastered At – Sterling Sound
Copyright (c) – Temporary Music (2)
Copyright (c) – Sony/ATV Songs LLC
Published By – Sony / ATV Music Publishing
Published By – Warner-Tamerlane Publishing Corp.
Manufactured By – WMME Alsdorf

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