tracks

Interlude
December 4th
What More Can I Say
Encore
Change Clothes
Dirt Off Your Shoulder
Threat
Moment Of Clarity
99 Problems
Public Service Announcement (Interlude)
Justify My Thug
Lucifer
Allure
My 1st Song

notes

Track 1:

- Produced [...] for F.O.B. Entertainment/N.Q.C. Management/Roc The World.

Track 2:

- Produced [...] for F.O.B. Entertainment/N.Q.C Management/Rock The World.
- Recorded [...] for Blessed One Entertainment.
- Mixed [...] for Loreal, Inc.
- Recorded at Baseline Studios, NYC.
- Mixed at Battery Studios, NYC.

''December 4th'' contains a sample of That's How Long written by W. Boyd and E. Powell, Jr. used courtesy of Songs of Universal Inc./Oceans Blue Music Ltd. (BMI)/Warner-Tamerlane Publishing Corp. (BMI). Performed by The Chi-Lites. Used under license from Brunswick Record Corporation.

Published by: EMI April Music Inc./Carter Boys Music/F.O.B. Music Publishing (ASCAP)/Songs of Universal Inc./Oceans Blue Music Ltd. (BMI)/Van McCoy Music Inc. (BMI)/Warner-Tamerlane Publishing Corp. (BMI).

Track 3:

- Recorded [...] for Loreal, Inc.
- Produced [...] for Buchannan Music Works, Inc./First and Fifteenth.
- Mixed [...] for No Question Entertainment/Loreal, Inc.
- Recorded at Baseline Studios, NYC.
- Mixed at Right Track Studios, NYC.

''What More Can I Say'' contains a sample of Something For Nothing (T. Bell, K. Gamble, R. Chambers) Warner-Tamerlane Publishing Corp. (BMI). Performed by MFSB courtesy of Sony Music. ''What More Can I Say'' contains an audio excerpt of the motion picture Gladiator. Vocal portion by Russell Crowe. Used courtesy of Universal/Dreamworks Pictures and Russell Crowe.

Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Curley Kid Flava/48 Laws of Power Publishing (ASCAP)/Warner-Tamerlane Publishing Corp. (BMI).

Track 4:

- Produced [...] for KonMan Productions.
- Recorded [...] for Loreal, Inc.
- Mixed [...] for Loreal, Inc.
- Recorded at Baseline Studios, NYC.
- Recorded at Record Plant Studios, LA.
- Mixed at Manhattan Center, NYC.

''Encore'' contains elements performed by John Holt. Courtesy of Trojan/Sanctuary Records.

Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Ye World Music (ASCAP)/Sony/ATV Tunes, LLC.

Track 5:

- Produced [...] for Star Trak Entertainment.
- Recorded [...] for Loreal, Inc.
- Recorded at Baseline Studios, NYC.
- Mixed at The Hit Factory, NYC.

Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Chase Chad Music/EMI Blackwood Music, Inc. (ASCAP)/Waters of the Nazareth Publishing (BMI)/EMI Blackwood Music, Inc.

Track 6:

- Produced [...] for Timbaland Productions.
- Recorded at The Hit Factory Criteria, Miami, FL.
- Mixed at The Hit Factory Criteria, Miami, FL.

Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Virgin Beach Music (ASCAP).

Track 7:

- Produced [...] for The Planet Inc.
- Recorded & mixed [...] for Loreal, Inc.
- Recorded and mixed assistant [...] for Blessed One Entertainment.
- Recorded and mixed at Baseline Studios, NYC.

''Threat'' contains a sample from A Woman's Threat written and performed by R. Kelly, used courtesy of Jive Records and published by Zomba Songs Inc. o/b/o itself and R. Kelly Publishing, Inc. (BMI).

Published by: EMI April Music Inc./Carter Boys Music/Image Nation Music (ASCAP)/Zomba Songs Inc./R. Kelly Publishing, Inc. administered by Zomba Songs Inc. (BMI).

Track: 8

- Recorded by Gimel "Young Guru" Keaton for Loreal, Inc.
- Recorded at 54 Sound, Detroit, MI. (by Steve King and Mike Strange)
- Recorded at Baseline Studios, NYC. (by Gimel ''Young Guru'' Keaton)
- Mixed at 54 Sound, Detroit, MI.

Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Eight Mile Style (BMI)/Jaceff Music (ASCAP)/Resto World Music (ASCAP).

Track 9:

- Recorded at Akademie Mathematique of Philosophical Sound Research, Los Angeles, CA.
- Mixed at Akademie Mathematique of Philosophical Sound Research, Los Angeles, CA.

''99 Problems'' contains a sample of Long Red written by N. Landsberg, F. Pappalardi, J. Ventura, and L. Weinstein, used courtesy of Careers BMG Music Publishing (BMI)/BMG Songs Inc. (ASCAP). Performed by Mountain, courtesy of Sony Music. ''99 Problems contains a sample of The Big Beat written by W. Squier, used courtesy of Spirit Two Music Inc./Song of the Knight (ASCAP). Performed by Billy Squier, used courtesy of Capitol Records, Inc. ''99 Problems'' contains elements of ''99 Problems'' written by Tracy Marrow, Alphonso Henderson and published by Universal PolyGram International Publishing, Inc./Rhyme Syndicate Music (ASCAP)/WB Music Corp. (ASCAP) o/b/o itself, Ammo Dump Music (ASCAP) and Caramba Music (ASCAP).

Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Copyright Control/Careers BMG Music Publishing (BMI)/BMG Songs Inc. (ASCAP)/Spirit Two Music Inc./Songs of the Knight (ASCAP).

Track 10:

- Produced [...] for F.O.B. Entertainment/N.Q.C. Management/Roc The World.
- Recorded and mixed by Gimel "Young Guru" Keaton for Loreal, Inc.
- Recorded by David Brown for Blessed One Entertainment.
- Recorded and mixed at Baseline Studios, NYC.

''Public Service Announcement (Interlude)'' contains a sample of Seed Of Love as performed by Little Boy Blues. ℗1968 UMG Recordings, Inc. Courtesy of The Island Def Jam Music Group under license from Universal Music Enterprises.

Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/F.O.B. Music Publishing (ASCAP)/Edgewater Music Inc. (BMI).

Track 11:

- Recorded [...] for Loreal, Inc.
- Recorded at Baseline Studios, NYC.
- Mixed at Record 1, Los Angeles, CA.

''Justify My Thug'' contains a sample of Rock Box written by Darryl McDaniels, Joseph Ward Simmons and Lawrence Smith published by Rabasse Music Ltd./Rush Groove Music (ASCAP)/WB Music Corp. (ASCAP). All rights on behalf of Rabasse Music Ltd./Rush Groove Music (ASCAP) admin. by WB Music Corp. (ASCAP). Performed by Run DMC courtesy of Arista Records, Inc. ''Justify My Thug'' contains an interpolation of Justify My Love written by Madonna Ciccone, Ingrid Chavez, Lenny Kravitz and published by WB Music Corp. o/b/o itself and Webo Girl Publishing, Inc./Miss Bessie Music/Skyfish Music (ASCAP)/Reach Global Songs (BMI)/Universal Music Publishing (BMI).

Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Q Baby Music (ASCAP)/Rabasse Music Ltd./Rush Groove Music (ASCAP)/WB Music Corp. (ASCAP)/WB Music Corp. o/b/o itself and Webo Girl Publishing, Inc./Miss Bessie Music/Skyfish Music (ASCAP)/Reach Global Songs (BMI)/Universal Music Publishing (BMI).

Track 12:

- Produced [...] for KonMan Productions.
- Recorded and mixed [...] for Loreal, Inc.
- Recorded and mixed assistant [...] for Blessed One Entertainment.
- Recorded and mixed at Baseline Studios, NYC.

''Lucifer'' contains a sample of the recording I Chase The Devil as performed by Max Romeo. ℗ 1976 The Island Def Jam Music Group. Courtesy of The Island Def Jam Music Group under license from Universal Music Enterprises. All rights reserved. Written by H. Perry and M. Smith. Used courtesy of Universal Songs of PolyGram Inc. (BMI).

Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Ye World Music (ASCAP)/Universal Songs of PolyGram Inc. (BMI).

Track 13:

- Produced [...] for Star Trak Entertainment.
- Recorded and mixed [...] for Loreal, Inc.
- Recorded and mixed at Baseline Studios, NYC.

Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Chase Chad Music/EMI Blackwood Music, Inc. (ASCAP)/Waters of the Nazareth Publishing (BMI)/EMI Blackwood Music, Inc.

Track 14:

- Produced [...] for HHH Artists, Inc.
- Recorded and mixed [...] for Loreal, Inc.
- Recorded and mixed assistant [...] for Blessed One Entertainment.
- Recorded and mixed at Baseline Studios, NYC.

''My 1st Song'' contains a sample of ''Tu y Tu Mirar...Yo y Mi Cancion'' written by G. de La Fuente, published by Beechwood Music Corp. (BMI). Interpreted by Los Angeles Negros by courtesy of EMI Music Chile. ''My 1st Song'' contains a vocal portion by Christopher Wallace p/k/a Notorious B.I.G. Courtesy of the Estate of Christopher Wallace.

Published by: EMI April Music Inc./Carter Boys Music (ASCAP)/Copyright Control/Beechwood Music Corp. (BMI).

All tracks Mastered [...] at Masterdisk, NYC.
Sample Clearance Agent [...] for Sample Clearance Ltd.

℗© 2003 Roc-A-Fella Records, LLC Manufactured by The Island Def Jam Music Group. Marketed by Roc-A-Fella Records and The Island Def Jam Music Group. Distributed by Universal Music & Video Distribution Corp. Printed in the U.S.A. Made in the U.S.A. Made in the EU. LC08427. 602527320441

credits

A&R – Lenny S.,
A&R [A&R Administration] – Rob Mitchell (3)
A&R [A&R Direction / Joint Venture] – Darcell Lawrence
A&R [A&R Direction] – Kyambo "Hip Hop" Joshua,
Art Direction, Design – Robert Sims (5)
Coordinator [Recording Administration] – Andrew Huggins
Executive-Producer – Damon Dash, Kareem "Biggs" Burke, Shawn Carter
Management – Roc-A-Fella Management
Management [Business Affairs For Roc-A-Fella Records] – Antoinette Trotman, Ian Allen (7), Jeff Kempler, Michael Seltzer (2)
Management [Marketing] – Amber Noble, Chaka Pilgrim, Girard Hunt, Shari Bryant
Mastered By – Tony Dawsey
Other [Legal Counsel] – Jennifer Justice, Michael Guido
Other [Sample Clearance Agent] – Eric Weissman
Photography By [Additional Photography] – Lenny "Kodak Man" Santiago, Walik Goshorn
Photography By [Principal Photography] – Jonathan Mannion

companies

Phonographic Copyright (p) – Roc-A-Fella Records, LLC
Copyright (c) – Roc-A-Fella Records, LLC
Manufactured By – Island Def Jam Music Group
Marketed By – Roc-A-Fella Records
Marketed By – Island Def Jam Music Group
Distributed By – Universal Music & Video Distribution, Corp.
Recorded At – Baseline Studios
Recorded At – Record Plant, Los Angeles
Recorded At – The Hit Factory Criteria
Recorded At – 54 Sound
Recorded At – Akademie Mathematique of Philosophical Sound Research
Mixed At – Battery Studios, New York
Mixed At – Right Track Recording
Mixed At – Manhattan Center
Mixed At – Baseline Studios
Mixed At – The Hit Factory
Mixed At – The Hit Factory Criteria
Mixed At – 54 Sound
Mixed At – Akademie Mathematique of Philosophical Sound Research
Mixed At – Record One, Los Angeles
Made By – EDC, USA
Pressed By – Universal
Published By – EMI April Music Inc.
Published By – Carter Boys Music
Published By – F.O.B. Music Publishing
Published By – Songs Of Universal, Inc.
Published By – Oceans Blue Music
Published By – Van McCoy Music Inc.
Published By – Warner-Tamerlane Publishing Corp.
Published By – Curley Kid Flava Publishing
Published By – 48 Laws Of Power Publishing
Published By – Sony/ATV Tunes LLC
Published By – Ye World Music
Published By – Chase Chad Music
Published By – EMI Blackwood Music Inc.
Published By – Waters Of Nazareth Publishing
Published By – Virginia Beach Music
Published By – Image Nation Music
Published By – Zomba Songs Inc.
Published By – R. Kelly Publishing, Inc.
Published By – Eight Mile Style
Published By – Jaceff Music
Published By – Resto World Music
Published By – Copyright Control
Published By – Careers-BMG Music Publishing, Inc.
Published By – Spirit Two Music
Published By – Songs Of The Knight
Published By – Edgewater Music Inc.
Published By – Q Baby Music
Published By – Rabasse Music Ltd.
Published By – Rush Groove Music
Published By – Wb Music Corp.
Published By – Webo Girl Publishing, Inc.
Published By – Miss Bessie Music
Published By – Skyfish Music
Published By – Reach Global Songs
Published By – Universal Music Publishing
Published By – Universal Songs Of Polygram
Published By – Beechwood Music Corp.
Phonographic Copyright (p) – Roc-A-Fella Records, LLC
Copyright (c) – Roc-A-Fella Records, LLC
Manufactured By – Island Def Jam Music Group
Marketed By – Roc-A-Fella Records
Marketed By – Island Def Jam Music Group
Distributed By – Universal Music & Video Distribution, Corp.
Recorded At – Baseline Studios
Recorded At – Record Plant, Los Angeles
Recorded At – The Hit Factory Criteria
Recorded At – 54 Sound
Recorded At – Akademie Mathematique of Philosophical Sound Research
Mixed At – Battery Studios, New York
Mixed At – Right Track Recording
Mixed At – Manhattan Center
Mixed At – Baseline Studios
Mixed At – The Hit Factory
Mixed At – The Hit Factory Criteria
Mixed At – 54 Sound
Mixed At – Akademie Mathematique of Philosophical Sound Research
Mixed At – Record One, Los Angeles
Pressed By – Universal
Published By – EMI April Music Inc.
Published By – Carter Boys Music
Published By – F.O.B. Music Publishing
Published By – Songs Of Universal, Inc.
Published By – Oceans Blue Music
Published By – Van McCoy Music Inc.
Published By – Warner-Tamerlane Publishing Corp.
Published By – Curley Kid Flava Publishing
Published By – 48 Laws Of Power Publishing
Published By – Sony/ATV Tunes LLC
Published By – Ye World Music
Published By – Chase Chad Music
Published By – EMI Blackwood Music Inc.
Published By – Waters Of Nazareth Publishing
Published By – Virginia Beach Music
Published By – Image Nation Music
Published By – Zomba Songs Inc.
Published By – R. Kelly Publishing, Inc.
Published By – Eight Mile Style
Published By – Jaceff Music
Published By – Resto World Music
Published By – Copyright Control
Published By – Careers-BMG Music Publishing, Inc.
Published By – BMG Songs, Inc.
Published By – Spirit Two Music
Published By – Songs Of The Knight
Published By – Edgewater Music Inc.
Published By – Q Baby Music
Published By – Rabasse Music Ltd.
Published By – Rush Groove Music
Published By – Wb Music Corp.
Published By – Webo Girl Publishing, Inc.
Published By – Miss Bessie Music
Published By – Skyfish Music
Published By – Reach Global Songs
Published By – Universal Music Publishing
Published By – Universal Songs Of Polygram
Published By – Beechwood Music Corp.

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