Luttrell and Frank E played keyboards on the song, and the drums and synth programming was handled by Frank E. The track was mixed by Manny Marroquin at Larrabee Sound Studios in North Hollywood, Los Angeles, with assistance by Erik Madrid and Chris Galland. "Breathing" was written by Jason Derulo, Jacob Luttrell, Lauren Christy, Julian Bunetta, Krassimir Tsvetano Kurkchiyski, Shope Trad and Folksong Thrace, while production of the song was helmed by DJ Frank E.