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 RadioKilla.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 "Sucka 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