1. HOLY GRAIL feat. Justin Timberlake (S. Carter, T. Nash, J. Timberlake, T. Mosely, J. Harmon, E. Wilson. K. Cobain, D. Grohl, K. Novoselic) PRODUCED BY: Terius "The Dream" Nash for Radiok**a.com since 1977, and Produced by Timbaland for Timbaland Productions, Inc./Jerome "Jroc" Harmon for Bronze and Brainz Productions/Timbaland Productions, Inc ADDITIONAL PRODUCTION BY: No ID for Rich Daily Since '71 PUBLISHED BY: Carter Boys/Warner Chappell (ASCAP)//WB Music Corp. and 2082 Music Publishing//Tennman Tunes admin by Universal Music Z Tunes (ASCAP)//VB Rising/Ole(ASCAP)//Jerome Harmon Publishing/Warner Chappell(BMI)//Primary Wave Tunes (BMI)// The End of Music (BMI)// MJ Twelve Music (BMI) administered by Warner-Tamerlane PublishingCorp. (BMI) Murky Slough Music (BMI). All rights reserved VOCAL INTERPOLATION: Contains elements of "Smells Like Teen Spirit" (K. Cobain, D. Grohl, K. Novoselic), published by EMI Virgin Songs, Inc. (BMI)/Primary Waye Tunes (BMI)/The End of Music (BMI)/MJ Twelve Music (BMI) administered by Warner-Tamerlane PublishingCorp. (BMI) Murky Slough Music (BMI). All rights reserved RECORDED BY: Chris Godbey for Side by Side/JVU ent. And Demacio "Demo" Castellon at Jungle City Studios, NYC ASSISTED BY: Matt Weber MIXED BY: Demacio "Demo" Castellon for The Demolition Crew at Oven Studios and Jungle City Studios, NYC JUSTIN TIMBERLAKE appears courtesy of RCA Records, a division of Sony Music Entertainment 2. PICASSO BABY (S. Carter, T. Mosely, J. Harmon, A. Younge) PRODUCED BY: Timbaland for Timbaland Productions, Inc. and Jerome "Jroc" Harmon for Bronze and Brainz ADDITIONAL VOCALS BY: The Dream and Zofia Borucka Moreno SAMPLE : "Sirens" performed by Adrian Younge, used courtesy of Wax Poetics Records This composition embodies portions of "Sirens" written by A. Younge, publishing by Linear Labs (ASCAP) RECORDED BY: Chris Godbey for Side by Side/JVU ent. And Demacio "Demo" Castellon at Jungle City Studios, NYC ADDITIONAL RECORDING BY: Ramon Rivas at Oven Studios, NYC ASSISTED BY: Matt Weber MIXED BY: Demacio "Demo" Castellon for The Demolition Crew at Oven Studios and Jungle City Studios, NYC 3. TOM FORD (S. Carter, T. Mosely, J. Harmon) PRODUCED BY: Timbaland for Timbaland Productions, Inc. and Jerome "Jroc" Harmon for Bronze and Brainz/Timbaland Productions, Inc ADDITIONAL VOCALS BY: Third Ward Trill PUBLISHED BY: Carter Boys/Warner Chappell (ASCAP)// VB Rising/Ole(ASCAP)// Jerome Harmon Publishing/Warner Chappell(BMI)(c) WB Music Corp RECORDED BY: Chris Godbey for Side by Side/JVU ent. And Demacio "Demo" Castellon at Jungle City Studios, NYC ASSISTED BY: Ramon Rivas and Matt Weber MIXED BY: Demacio "Demo" Castellon for The Demolition Crew at Oven Studios and Jungle City Studios, NYC 4. F*CKWITHMEYOUKNOWIGOTIT feat. Rick Ross (S. Carter, M. Samuels, A. Hernandez, W. Roberts) PRODUCED BY: Boi 1da for 1da Boi Productions and Vinylz for Vinylz Music Group ADDITIONAL PRODUCTION BY: Timbaland for Timbaland Productions, Inc. and Jerome "Jroc" Harmon for Bronze and Brainz Production/Timbaland Production, Inc PUBLISHED BY Carter Boys/Warner Chappell (ASCAP)//Sony/ATV Tynes LLC/1damentional Publishing LLC (ASCAP) (SOCAN)// Vinylz Music Group (BMI)// 4 Blunts Lit at Once Publishing/EMI/Blackwood (BMI) This song contains a vocal snippet of Pimp C courtesy of Chad Lamont Butler RECORDED BY: Chris Godbey for Side by Side/JVU ent. And Demacio "Demo" Castellon at Jungle City Studios, NYC ADDITIONAL PRODUCTION BY: Ramon Rivas at Oven Studios, NYC MIXED BY: Jaycen Joshua for The Penua Project at Larrabee Sound Studios, North Hollywood, CA ASSISTED BY: Ryan Kaul RICK ROSS appears courtesy of The Island Def Jam Music Group 5. OCEANS feat. Frank Ocean (S. Carter, C. Breaux, P. Williams) PRODUCED BY: Pharrell Williams ADDITIONAL PRODUCTION BY: Timbaland for Timbaland Productions, Inc PUBLISHED BY Carter Boys/Warner Chappell (ASCAP)//Heavens Research LP/BMG Chrysalis (BMI)// EMI April Music, Inc. obo Itself and More Water From Nazareth (ASCAP) RECORDED BY: Jordan "DJ Swivel" Young at Jungle City Studios, NYC ADDITIONAL RECORDING BY: Ramon Rivas at Oven Studios, NYC MIXED BY: Ken "DURO" Ifil at Ablab Studios, NYC and Jungle City Studios, NYC FRANK OCEAN appears courtesy of The Island Def Jam Music Group 6. F.U.T.W (S. Carter, T. Mosley, J. Harmon) PRODUCED BY: Timbaland for Timbaland Productions, Inc. and Jerome "Jroc" Harmon for Bronze and Brainz/Timbaland Productions, Inc PUBLISHED BY Carter Boys/Warner Chappell (ASCAP)// VB Rising/Ole(ASCAP)// Jerome Harmon Publishing/Warner Chappell(BMI)(c) WB Music Corp RECORDED BY: Chris Godbey for Side by Side/JVU ent. And Demacio "Demo" Castellon at Jungle City Studios, NYC ADDITIONAL RECORDING BY: Ramon Rivas at Oven Studios, NYC ASSISTED BY: Matt Weber MIXED BY: Demacio "Demo" Castellon for The Demolition Crew at Oven Studios and Jungle City Studios, NYC 7. SOMEWHEREINAMERICA (S. Carter, C. Hollis, D. Camper, M. Dean) PRODUCED BY: Hit-Boy for HitsSince87/Blueprint Group, Darhyl "Hey DJ" Camper, Jr. for Camp Star Production And Mike Dean for #MWA ADDITIONAL PROGRAMMING BY: Ebony "Wondagurl" Oshunrinde PUBLISHED BY Carter Boys/Warner Chappell (ASCAP)// Hit-Boy Music/U Can't Teach Bein The Shhh, Inc./Songs of Universal, Inc. (BMI)// Camper Music (ASCAP)/ EMI April Music// Pappa George Music EMI Blackwood Music Inc. (BMI) This composition embodies portions of "Gangster of Love (Part 1)", written by Songs of Universal, Inc. o/b/o Virjon LLC d/b/a Booty Ooty Music (BMI) RECORDED BY: Ramon Rivas at Oven Studios, NYC ADDITIONAL RECORDING BY: Ramon Rivas at Oven Studios and Jungle City Studios, NYC ASSISTED BY: Zeke Mishanec MIXED BY: Mike Dean for #MWA at Dean's List House of Hits, Soho, NYC INTERPOLATION: Sample Recreation by Ken Lewis and Brent Kolatalo. Trombone by Danny Flam 8. CROWN (S. Carter, J. Webster, M. Dean, K. Bennett, M. Collins, B. Dixon) PRODUCED BY: Travis Scott for Travis Scott Music and Mike Dean for #MWA ADDITIONAL VOCALS BY: Travis Scott PUBLISHED BY Carter Boys/Warner Chappell (ASCAP)// Travis Scott Publishing (BMI)// Pappa George Music/ EMI Blackwood Music Inc. (BMI)// Universal PolyGram Int. Publishing, Inc. o/b/o Dubplate Music Publishers Ltd. (ASCAP)// STB Music, Inc SAMPLE : Use of "Solid As A Rock" performed by Sizzla, courtesy of VP Music Group, Inc This composition embodies portions of "Solid As A Rock," written by K. Bennett, M. Collins, B. Dixon, published by Universal PolyGram Int. Publishing, Inc. o/b/o Dubplate Music Publishers Ltd. (ASCAP)// Zabogaubhi Music (ASCAP)// STB Music, Inc RECORDED BY: Ramon Rivas at Oven Studios & Jungle City Studios, NYC ASSISTED BY: Zeke Mishanec MIXED BY: Mike Dean for #MWA at Dean's List House of Hits, Soho, NYC 9. HEAVEN (S. Carter, T. Nash, J. Timberlake, T. Mosley, J. Harmon, W. Berry, P. Buck, M. Mills, M. Stipe, A. Younge) PRODUCED BY: Timbaland for Timbaland Productions, Inc. and Jerome "Jroc" Harmon for Bronze and Brainz/Timbaland Productions, Inc ADDITIONAL VOCALS BY: Justin Timberlake PUBLISHED BY: Carter Boys/Warner Chappell (ASCAP)// WB Music Corp. and 2082 Music Publishing// Tennman Tunes admin by Universal Music Z Tunes (ASCAP)// VB Rising/Ole(ASCAP)// Jerome Harmon Publishing/Warner Chappell(BMI)(c) WB Music Corp.// Night Garden Music (BMI)// Linear Labs (ASCAP) SAMPLE : "Reverie" performed by Adrian Younge, used courtesy of Wax Poetics Records This composition embodies portions of "Reverie", written by A. Younge, published by Linear Labs (ASCAP) VOCAL INTERPOLATION: Contains elements of "Losing My Religion" (Berry/Buck/Mills/Stipe), Night Garden Music (BMI). All rights administered by Warner-Tamerlane Publishing Corp. (BMI). All rights reserved RECORDED BY: Chris Godbey for Side by Side/JVU ent. And Demacio "Demo" Castellon at Oven Studios and Jungle City Studios, NYC ADDITIONAL RECORDING BY: Ramon Rivas at Jungle City Studios, NYC ASSISTED BY: Johnathan Lee at Oven Studios and Matt Weber MIXED BY: Demacio "Demo" Castellon for The Demolition Crew at Oven Studios and Jungle City Studios, NYC 10. VERSUS (S. Carter, T. Mosley, K. Dean, J. Harmon, J. Davis, F. Hubbard, M. Jones, M. Taylor) PRODUCED BY: Timbaland for Timbaland Productions, Inc. and Swizz Beatz for Swizz Beatz Productions, Inc PUBLISHED BY: Carter Boys/Warner Chappell (ASCAP)// VB Rising/Ole(ASCAP)// Monza Ronza/Univeral Tunes, A Division of Songs of Universal Inc. (SESAC)// Jerome Harmon Publishing/Warner Chappell(BMI)(c) WB Music Corp.// Universal Music- Z Tunes LLC (ASCAP)/ Jazz Merchant Music (ASCAP)/ Hubtones Music Co. (BMI) VOCAL INTERPOLATION: This composition embodies portions of "s**a n***a", written by Ali Shaheed Jones-Muhammad, Kamall Ibn John Fareed, Malik Izaak Taylo and Freddie Hubbard, published by Universal Music- Z Tunes LLC (ASCAP)/Jazz Merchant Music (ASCAP)/Hubtones Music Co. (BMI) RECORDED BY: Chris Godbey for Side by Side/JVU ent. at Jungle City Studios, NYC ASSISTED BY: Ramon Rivas MIXED BY: Demacio "Demo" Castellon for The Demolition Crew at Oven Studios and Jungle City Studios, NYC 11. PART II (ON THE RUN) feat. Beyonce (S. Carter, J. Fauntleroy, T. Mosley, J. Harmon) PRODUCED BY: Timbaland for Timbaland Productions, Inc. and Jerome "Jroc" Harmon for Bronze and Brainz/Timbaland Productions, Inc PUBLISHED BY: Carter Boys/Warner Chappell (ASCAP)// Fauntleory Music/Almo Music (ASCAP)// VB Rising/Ole(ASCAP)// Jerome Harmon Publishing/Warner Chappell(BMI)(c) WB Music Corp RECORDED BY: Demacio "Demo" Castellon at Oven Studios, NYC and Stuart White ASSISTED BY: Ramon Rivas MIXED BY: Demacio "Demo" Castellon for The Demolition Crew at Oven Studios and Jungle City Studios, NYC BEYONCE appears courtesy of Parkwood Entertainment/Columbia Records 12. BEACH IS BETTER (S. Carter, M. Williams, M. Middlebrooks) PRODUCED BY: Mike WiLL-Made It and Co-produced by Marz for Eardrummers Entertainment LLC PUBLISHED BY: Carter Boys/Warner Chappell (ASCAP)// Sounds From Eardrummers LLC (ASCAP)/ WB Music Corp. (ASCAP) RECORDED BY: Chris Godbey for Side by Side/JVU ent. at Jungle City Studios, NYC ASSISTED BY: Ramon Rivas MIXED BY: Jaycen Joshua for The Penua Project at Larrabee Sound Studios, North Hollywood, CA ASSISTED BY: Ryan Kaul 13. BBC (S. Carter, P. Williams, N. Jones, T. Mosley, J. Timberlake, K. Dean) PRODUCED BY: Pharrell Williams ADDITIONAL VOCALS: Nas, Third Ward Trill, Pharrell, Timbaland, Justin Timberlake and Swizz Beatz PUBLISHED BY: Carter Boys/Warner Chappell (ASCAP)// EMI April Music, Inc. obo Itself and More Water From Nazareth (ASCAP)// VB Rising/Ole(ASCAP)// Tennman Tunes admin by Universal Music Z Tunes (ASCAP)// Universal Music- Z Songs (BMI)// Monza Ronza/Universal Tunes, A Division of Songs of Universal Inc. (SESAC) RECORDED BY: Chris Godbey for Side by Side/JVU ent. And Demacio "Demo" Castellon at Oven Studios, NYC ASSISTED BY: Ramon Rivas ADDITIONAL EDITING AND ENGINEERING BY: Jordan "DJ Swivel" Young MIXED BY: Ken "DURO" Ifill at Ablab Studios, NYC and Jungle City Studios, NYC NAS appears courtesy of The Island Def Music Group 14. Jay Z Blue (S. Carter, T. Mosley, J. Harmon, J. Timberlake, C. Broady, S. Combs, D. McDaniels, N. Myrick, C. Wallace) PRODUCED BY: Timbaland for Timbaland Productions, Inc. and Jerome "Jroc" Harmon for Bronze and Brainz Productions/Timbaland Productions, Inc ADDITIONAL PRODUCTION BY: Justin Timberlake ADDITIONAL VOCALS BY: Taffy PUBLISHED BY: Carter Boys/Warner Chappell (ASCAP)// VB Rising/Ole(ASCAP)//Jerome Harmon Publishing/Warner Chappell(BMI)(c)WB Music Corp.// Tennman Tunes admin by Universal Music Z Tunes (ASCAP)// EMI April Music Inc. (ASCAP)// Justin Combs Publishing (ASCAP)// Big Poppa Music (ASCAP)// Sony/ATV Melody (BMI)// Six July Publishing (BMI)// Nash Mack Publishing (ASCAP)// Universal Music Corp. (ASCAP)/ Protoons, Inc. (ASCAP) SAMPLE : Featuring samples from The Notorious B.I.G. recording "My Downfall" Produced under license from Atlantic Recording Corp. by arrangement with Rhino Entertainment Company, a Warner Music Group company This composition embodies portions of "My Downfall", written by C. Broady, S. Combs, D. McDaniels, N. Myrick and C. Wallace, published by EMI April Music Inc. (ASCAP)/Justin Combs Publishing (ASCAP)/Big Poppa Music (ASCAP)/Sony/ATV Melody (BMI)/Six July Publishing (BMI)/Nash Mack Publishing (ASCAP)/Universal Music Corp. (ASCAP)/Protoons, Inc. (ASCAP) VOCAL INTERPOLATION: from the motion picture entitled, "Mommie Dearest", used courtesy of Paramount Pictures RECORDED BY: Chris Godbey for Side by Side/JVU ent. And Demacio "Demo" Castellon at Jungle City Studios, NYC ASSISTED BY: Ramon Rivas and Matt Weber MIXED BY: Demacio "Demo" C 15. La FAMILIA (S. Carter, T. Mosley, J. Harmon) PRODUCED BY: Timbaland for Timbaland Productions, Inc. and Jerome "Jroc" Harmon for Bronze and Brainz/Timbaland Productions, Inc PUBLISHED BY Carter Boys/Warner Chappell (ASCAP)// VB Rising/Ole(ASCAP)// Jerome Harmon Publishing/Warner Chappell(BMI)(c) WB Music Corp RECORDED BY: Demacio "Demo" Castellon at Oven Studios, NYC ASSISTED BY: Ramon Rivas and Matt Weber MIXED BY: Jaycen Joshua for The Penua Project at Larrabee Sound Studios, North Hollywood, CA ASSISTED BY: Ryan Kaul 16. NICKELS AND DIMES (S. Carter, K. Joshua, M. Dean, S. Valentine) PRODUCED BY: Kyambo "Hip Hop" Joshua for Hip Hop Services ADDITIONAL PRODUCTION BY: Mike Dean #MWA PUBLISHED BY: Carter Boys/Warner Chappell (ASCAP)// I Love KJ Music (ASCAP)// Pappa George Music/ EMI Blackwood Music Inc. (BMI)// Warp Music Limited (ASCAP) SAMPLE: "Nikels and Dimes" performed by Gonjasufi, used courtesy of Warp Records This composition embodies portions of "Nikels and Dimes", written by S. Valentine, published by Warp Music Limited (ASCAP) RECORDED BY: Chris Godbey for Side by Side/JVU ent. And Demacio "Demo" Castellon at Jungle City Studios, NYC ASSISTED BY: Ramon Rivas ADDITIONAL EDITING AND ENGINEERING BY: Jordan "DJ "Swivel" Young MIXED BY: Mike Dean MWA at Dean's List House of Hits, Soho, NYC ______________________________________________ ARTWORK The Metropolitan Museum of Art, Bequest of Isaac D. Fletcher, 1917 (11.120.84) The Metropolitan Museum of Art, Rogers Fund, 1913 (13.227.1) The Metropolitan Museum of Art, Fletcher Fund, 1940 (40.33) The Metropolitan Museum of Art, Purchase, Lila Acheson Wallace Gift, 1993 (47.100.4a, b) EXECUTIVE PRODUCER: Shawn Carter A&R Lenny S A&R COORDINATION: Dominique "Domo" Dunn MASTERED BY: Chris Geringer at Sterling Sound, NYC MANAGEMENT: Desiree Perez and John Meneilly LEGAL COUNSEL: Jennifer Justice SAMPLE CLEARANCES: Eric Weissman MARKETING: Roc Nation CREATIVE DIRECTION: Willo Perron & Associates ART DIRECTION: Brian Roettinger PHOTOGRAPHY: Ari Marcopoulos (c) 2013 S. CARTER ENTERPRISES ALL RIGHT RESERVED. B0018877-02