a&r Karl B. Jenkins
a&r Lenny Santiago
a&r [a&r operations] Leesa D. Brunson
administrator [a&r administration] Mark Tavern
art direction Kenny Gravillis
art direction Richard Nichols
art direction Todd Russell
coordinator [art & photography coordination] Kristen Yiengst
coordinator [art & photography coordination] Tai Linzie
design Gravillis Inc.
tracks 143, 149, 154 engineer [assistant] Nick Banns
executive-producer Richard Nichols
legal [legal counsel] Brad Rubens, Esq.
legal [sample clearances] DMG Clearances, Inc.
legal [sample clearances] Deborah Mannis-Gardner
management Richard Nichols
management Shawn Gee
management [business affairs] Antoinette Trotman
management [business affairs] Ian Allen
management [business affairs] Randy McMillan
management [business management] SEFG Entertainment, Inc.
management [business management] Shawn Gee
management [creative management] Coolhunter LLC
management [creative management] Richard Nichols
marketing Chris Atlas
marketing Paul Resta
mastered by Dave Kutch
tracks 144 to 148, 150 to 153, 155, 156 mixed by Jason Goldstein
tracks 145 mixed by Jon Smeltz
tracks 143, 149, 154 mixed by Steve Mandel
photography by [the roots] Ben Watts
tracks 143 to 149, 151 to 156 producer Ahmir '?uestlove' Thompson
tracks 151 producer Alectrick.Kom
tracks 144, 146 to 148 producer Jeremy Grenhart
tracks 144, 146 to 148, 153 producer Karl B. Jenkins
tracks 145 producer Pedro Martinez
tracks 143, 149, 154 producer Raymond Angry
tracks 144, 145, 148, 150, 153 producer Richard Nichols
tracks 148, 153 producer Rick Friedrich
tracks 150 producer The Roots
tracks 156 producer Wesley Pentz
tracks 145, 150, 151 recorded by Chris Soper
tracks 151 recorded by Delon Lawrence
tracks 156 recorded by Jason Goldstein
tracks 144 to 148, 150, 151, 153 recorded by Jon Smeltz
tracks 148, 152 recorded by Montez Roberts
tracks 153 recorded by Nick Banns
tracks 144, 146 to 148, 153 recorded by Rick Friedrich
tracks 143 to 152, 154 to 156 recorded by Steve Mandel
stylist [grooming] Fahim
stylist [styling] Rebecca Pietri
tracks 144 to 146 vocals [additional] Mercedes Martinez
tracks 143, 145, 149 to 156 written-by Ahmir '?uestlove' Thompson
tracks 150 written-by Damon Bryson
tracks 151 written-by Delon Lawrence
tracks 151, 156 written-by Don Carlos Price
tracks 150 written-by Frank "Knuckles" Walker
tracks 144, 146 written-by Greg Spearman
tracks 144, 155 written-by Jamal Miller
tracks 150 written-by James Gray
tracks 150 written-by James Poyser
tracks 144, 146 to 148 written-by Jeremy Grenhart
tracks 145 written-by Jim James
tracks 151 written-by Joanna Newsom
tracks 146, 150 written-by John Barnes
tracks 152 written-by John Stephens
tracks 144, 146 to 148, 150, 153 written-by Karl B. Jenkins
tracks 150 written-by Katrin Newman
tracks 150 written-by Kirk Douglass
tracks 150 written-by Owen Biddle
tracks 145 written-by Pedro Martinez
tracks 155 written-by Pedro Zayas
tracks 147, 150 written-by Phonte Coleman
tracks 143, 149, 154 written-by Raymond Angry
tracks 144, 146, 148, 153 written-by Rick Friedrich
tracks 144 to 148, 150 to 153, 155, 156 written-by Tariq Trotter
tracks 156 written-by Wesley Pentz
written-by, producer The Sandwich Committee
Phonographic Copyright (p) Island Def Jam Music Group
Copyright (c) Island Def Jam Music Group
Record Company UMG Recordings, Inc.
Published By Universal Music Publishing
Published By Angry World Of Music
Recorded At MSR Studios
Mixed At MSR Studios
Published By Greg Spearman Publishing
Published By Domino Music Publishing
Published By Jeremy Grenhart Publishing
Published By The Philadelphia Record Company (2)
Recorded At The Boom Room
Recorded At A House Called ?uest
Mixed At Audio Piranha Studio
Published By Pedro Martinez Publishing
Published By Richard Nichols Publishing
Published By Chrysalis Songs
Published By Removador Songs
Mixed At The Boom Room
Published By John Blu Barnes Publishing
Published By Daddy's New Bowtie
Recorded At The Studio
Published By Katrin Newman Publishing
Published By James Poyser Publishing
Published By Kirk Douglas Publishing
Published By James Gray Publishing
Published By Owen Biddle Publishing
Published By Frank Walker Publishing
Published By Damon Bryson Publishing
Published By Don Carlos Price Publishing
Published By Delon 88 Publishing
Recorded At Fruity Loops
Published By Drag City
Published By Cherry River Music Co.
Published By John Legend Publishing
Published By Nevaehlamee Publishing
Published By Jamal Miller Publishing
Published By I Like Turtles Music
Published By Hollertronix
Mastered At The Mastering Palace
Made By EDC, Germany
Track 156 is listed as a bonus track.

143, 149, 154
Universal Music Publishing (BMI) / Angry World of Music (SESAC)
Recorded and mixed at MSR Studios, NYC
Amber Coffman, Angel Deradoorian & Haley Dekle appear courtesy of Dirty Projectors

144
Universal Music Publishing (BMI) / Universal Music Publishing (BMI) / Greg Spearman Publishing / Domino Music Publishing (BMI) / Jeremy Grenhart Publishing / The Philadelphia Record Company (ASCAP)
Recorded by Jon Smeltz & Rick Friedrich at The Boom Room, Philadelphia, PA and by Steve Mandel at A House Called Quest, Philadelphia, PA
Mixed at Audio Piranha, NYC

145
Universal Music Publishing (BMI) / Universal Music Publishing (BMI) / Pedro Martinez Publishing (BMI) / Richard Nichols Publishing (BMI) / Chrysalis Songs / Removador Songs (BMI)
Recorded by Jon Smeltz at The Boom Room, Philadelphia, PA; Steve Mandel at A House Called Quest, Philadelphia, PA, and Chris Soper at MSR Studios, NYC
Mixed by Jason Goldstein at Audio Piranha, NYC and Jon Smeltz at The Boom Room, Philadelphia, PA
Contains samples of the recording Dear God (Sincerely M.O.F.) as performed by Monsters of Folk. Courtesy of Shangra La Records. Dear God (Sincerely M.O.F.) written by Jim James. Published by Chrysalis Songs/Removador Songs (BMI). All rights administered by Chrysalis Songs (BMI)

146
Universal Music Publishing (BMI) / John Blu Barnes Publishing / Greg Spearman Publishing/Domino Music Publishing (BMI) / Jeremy Grenhart Publishing / The Philadelphia Record Company (ASCAP)
Recorded by Jon Smeltz & Rick Friedrich at The Boom Room, Philadelphia, PA and by Steve Mandel at A House Called Quest, Philadelphia, PA
Mixed at Audio Piranha, NYC
Blu appears courtesy of Sire / Warner Bros. Records

147
Universal Music Publishing (BMI) / Daddy's New Bowtie (ASCAP) / Domino Music Publishing (BMI) / Jeremy Grenhart Publishing
Recorded by Jon Smeltz & Rick Friedrich at The Boom Room, Philadelphia, PA and by Steve Mandel at A House Called Quest, Philadelphia, PA
Mixed at Audio Piranha, NYC

148
Universal Music Publishing (BMI) / Domino Music Publishing (BMI) / Jeremy Grenhart Publishing / The Philadelphia Record Company (ASCAP)
Recorded by Jon Smeltz & Rick Friedrich at The Boom Room, Philadelphia, PA, Steve Mandel at A House Called Quest, Philadelphia, PA and Montez Roberts at The Studio, Philadelphia, PA
Mixed at Audio Piranha, NYC

150
Universal Music Publishing (BMI) / Universal Music Publishing (BMI) / Daddy's New Bowtie (ASCAP) / John Blu Barnes Publishing / Domino Music Publishing (BMI) / Katrin Newman Publishing / James Poyser Publishing (ASCAP) / Kirk Douglas Publishing (ASCAP) / James Gray Publishing (BMI) / Owen Biddle Publishing (ASCAP) / Frank Walker Publishing (BMI) / Damon Bryson Publishing (BMI)
Recorded by Jon Smeltz at The Boom Room, Philadelphia, PA and by Steve Mandel & Chris Soper at MSR Studios, NYC
Mixed at Audio Piranha, NYC
Blu appears courtesy of Sire / Warner Bros. Records

151
Universal Music Publishing (BMI) / Universal Music Publishing (BMI) / Don Carlos Price Publishing (BMI) / Drag City Publishing (BMI) / Delon 88 Publishing (ASCAP)
Recorded by Delon Lawrence at Fruity Loops, Philadelphia, PA; Chris Soper at MSR Studios, NYC; Jon Smeltz at The Boom Room, Philadelphia, PA, and by Steve Mandel at A House Called Quest, Philadelphia, PA
Mixed at Audio Piranha, NYC
Joanna Newsom appears courtesy of Drag City Records
STS appears courtesy of Rigged Up, Inc.
Contains a sample of the recording The Book Of Right On as performed by Joanna Newsom. Courtesy of Drag City. Written by Joanna Caroline Newsom and published by Drag City

152
Universal Music Publishing (BMI) / Universal Music Publishing (BMI) / Cherry River Music Co. (BMI) / John Legend Publishing (BMI)
Recorded by Steve Mandel at A House Called Quest, Philadelphia, PA and by Montez Roberts at The Studio, Philadelphia, PA
Mixed at Audio Piranha, NYC
John Legend appears courtesy of G.O.O.D. Music / Columbia Records
Contains excertps from Again performed by John Legend courtesy of Sony BMG Entertainment. Written by John Stephens and published by Cherry River Music Co. (BMI) / John Legend Publishing (BMI), administered by Cherry River Music Co. (BMI)

153
Universal Music Publishing (BMI) / Universal Music Publishing (BMI) / The Philadelphia Record Company (ASCAP) / Domino Music Publishing (BMI)
Recorded by Rick Friedrich at The Boom Room & The Studio, Philadelphia, PA; Jon Smeltz at The Boom Room, Philadelphia, PA, and by Nick Banns at MSR Studios, NYC
Mixed at Audio Piranha, NYC
John Legend appears courtesy of G.O.O.D. Music / Columbia Records

155
Universal Music Publishing (BMI) / Universal Music Publishing (BMI) / Nevaehlamee Publishing (BMI) / Jamal Miller Publishing
Recorded at A House Called Quest, Philadelphia, PA
Mixed at Audio Piranha, NYC

156
Universal Music Publishing (BMI) / Universal Music Publishing (BMI) / Don Carlos Price Publishing (BMI) / I Like Turtles Music / Hollertronix (ASCAP)
Recorded by Steve Mandel at A House Called Quest, Philadelphia, PA and by Jason Goldstein at MSR Studios, NYC
Mixed at Audio Piranha, NYC
STS appears courtesy of Rigged Up, Inc.

Mastered at The Mastering Palace, New York, NY

℗© 2010 The Island Def Jam Music Group, a division of UMG Recordings, Inc.
Made in the EU.
Barcode: 6 02527 09460 1 (Text)
Barcode: 602527094601 (Scanned)
Label Code: LC08427
Rights Society: BIEM/SABAM
Matrix / Runout: 06025 270 946-0 01 + 52562026 [Universal logo x4] (Variant 1 to 4)
Matrix / Runout: MADE IN GERMANY BY EDC A (Moulded, variant 1, 3, 4)
Matrix / Runout: MADE IN GERMANY BY EDC J (Moulded, variant 2)
Mastering SID Code: IFPI LV27 (Variant 1 to 4)
Mould SID Code: IFPI 0145 (Variant 1)
Mould SID Code: IFPI 0131 (Variant 2)
Mould SID Code: IFPI 0126 (Variant 3)
Mould SID Code: IFPI 0123 (Variant 4)