Executive Producers: Shawn Carter, Damon Dash and Kareem "Biggs" Burke A&R Director: Kyambo "Hip Hop" Joshua A&R: Lenny S. and Gee Roberson A&R Coordinator: Darcell Lawrence A&R Administration: Rob Mitchell Recording Administration: Tony Vanias Mastered at Masterdisk, NYC by Tony Dawsey Marketing: Deidre Graham and Chaka Pilgrim Management: Roc-A-Fella Management Art Direction: Jason Noto Photography: Jonathan Mannion Architectural Imagery: Della Valle + Berheimer Design Legal Counsel: Michael Guido and Jennifer Justice Business Affairs: Jonathan Lieberman and Susan Sneider 1. The Ruler's Back (S. Carter, R. Harrel, P. Hurtt, B. Sigler) (BMI/SESAC) Produced by Bink for One Shot Deal Muzak/J II J Enterprises/Loreal, Inc Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc Mixed at Sound on Sound Studios, NYC by Doug Wilson for Loreal, Inc Ba** by Eric "E Ba**" Johnson Strings by Keyamo 2. Takeover (S. Carter, K. West, L. Parker, E. Burdon, A. Lomax, B. Chandler, R. Lemay, J. Morrison, J. Densmore, R. Krieger, R. Manzarek) (BMI/ASCAP) Produced by Kanye West for Roc The World/Kanman Productions Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc. and Kamel Adbo for Beast From The Middle East Mixed at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc Additional vocals by Josey Scott of Saliva "Takeover" contains a sample of "Sound of Da Police (L. Parker, E. Burdon, A. Lomax, B. Chandler, R. Lemay) Zomba Enterprises Inc. o/b/o itself & BDP Music (ASCAP)/Unichappell Music Inc. o/b/o itself/Slamina Music, Inc./Carbert Music, Inc./Ludlow Music Inc. (BMI)/Universal PolyGram International Publishing Inc. o/b/o London Music UK and Soulclap Music (ASCAP). All rights reserved. Performed by KRS-One, used courtesy of Zomba Recording Group "Takeover" features samples from The Doors recording "Five To One." Produced under license from Elektra Entertainment Group. By arrangement with Warner Special Products 3. Izzo (H.O.V.A) (S. Carter, K. West, B. Gordy, A. Mizell, F. Perren, D. Richards) (BMI/ASCAP) Produced by Kanye West for Roc The World/Kanman Productions. Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc. and Kamel Adbo for Beast From The Middle East Mixed at Right Track Studios, NYC by Supa Engineer DURO for No Question Entertainment/Loreal, Inc "Izzo" contains elements from "I Want You Back" (B. Gordy, A. Mizell, F. Perren, D. Richards) Jobete Music Co., Inc. (ASCAP) Performed by The Jackson 5. Used courtesy of Motown Record Company LP, under license from Universal Music Enterprises, a division of UMG Recordings, Inc 4. Girls, Girls, Girls (S. Carter, J. Smith, T. Brock, R. Reif) (BMI/ASCAP) Produced by Just Blaze for F.O.B. Entertainment/N.Q.C. Entertainment/Roc The World Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc. and Kamel Adbo for Beast From The Middle East Mixed at Baseline Studios, NYC by Jason Goldstein Additional vocals by Q-Tip, Slick Rick and Biz Markie "Girls, Girls, Girls" contains samples from "I Love You More and More Every Time" (T. Brock, R. Relf) Unichappell Music, Inc. (BMI)/Sa-Vette Music (BMI)/Super Songs Unlimited (BMI. All rights reserved. Performed by Tom Brock. Used courtesy of Universal Music Enterprises, a division of UMG Recordings, Inc 5. Jigga That n***a (S. Carter, J.C. Oliver, S. Barnes) (BMI/ASCAP) Produced by Poke & Tone for Track Masters Entertainment Inc Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc Assisted by Shane "Bermi" Woodley. Mixed at Baseline Studios, NYC by Jason Goldstein. Additional vocals by Stephanie Miller and Michelle Mills 6. U Don't Know (S. Carter, J. Smith, B. Byrd) (BMI/ASCAP) Produced by Just Blaze for F.O.B. Entertainment/N.Q.C. Management/Roc The World Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc Assisted by Shane "Bermi" Woodley Mixed at Baseline Studios, NYC by Jason Goldstein "U Don't Know" contains a sample from "I'm Not To Blame" (Bobby Byrd) Unichappell Music, Inc. o/b/o Dynatone Publishing Co. (BMI). All right reserved. Performed by Bobby Byrd. Used courtesy of Universal Music Enterprises, a division of UMG Recordings, Inc. All rights reserved 7. Hola Hovito (S. Carter, T. Mosley) (BMI) Produced by Timbaland for Timbaland Productions, Inc Recorded at Manhattan Center, NYC by Jimmy Douglas Mixed at Capitol Studios, LA by Jimmy Douglas 8. Heart of the City (Ain't No Love) (S. Carter, K. West, M. Price, D. Walsh) (BMI/ASCAP) Produced by Kanye West for Roc The World/Kanman Productions Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc. and Kamel Adbo for Beast From The Middle East Mixed at Right Track Studios, NYC by Supa Engineer DURO for No Question Entertainment/Loreal, Inc. "Heart of the City (Ain't No Love)" contains samples from "Ain't No Love In The Heart Of The City" (M. Price, D. Walsh) Universal Music Publishing. Performed by Bobby "Blue" Bland. Used courtesy of Universal Music Enterprises, a division of UMG Recordings, Inc 9. Never Change (S. Carter, K. West, B. Miller) (BMI/ASCAP) Produced by Kanye West for Roc The World/Kanman Productions Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc. and Kamel Adbo for Beast From The Middle East Mixed at Right Track Studios, NYC by Jason Goldstein "Never Change" contains samples from "Common Man" (B. Miller) Stone Diamond Music (BMI). Performed by David Ruffin. Used courtesy of Universal Music Enterprises, a division of UMG Recordings, Inc 10. Song Cry (S. Carter, J. Smith, D. Gibbs, R. Johnson) (BMI/ASCAP) Produced by Just Blaze for F.O.B. Entertainment/N.Q.C. Management/Roc The World Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc Assisted by Shane "Bermi" Woodley Mixed at Baseline Studios, NYC by Jason Goldstein "Song Cry" contains samples from "Sounds Like A Love Song" (D. Gibbs, R. Johnson) Extra Slick Music (ASCAP)/Chitty Chitty Music (ASCAP) both administered by Heavy Harmony Music. All rights reserved. Performed by Bobby Glenn. Used courtesy of Koala Records, Inc 11. All I Need (S. Carter, R. Harrell) (BMI/SESAC) Produced by Bink for One Shot Deal Muzak/J II J Enterprises/Loreal, Inc Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc Mixed at Sound on Sound Studios, NYC by Doug Wilson for Loreal, Inc 12. Renegade featuring Eminem (S. Carter, M. Mathers) (BMI) Produced by Eminem for Angry Blond Productions, Inc Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc Mixed at Studio A Recording by Richard Huredia Eminem appears courtesy of Aftermath Entertainment 13. Blueprint (Momma Loves Me) (S. Carter, R. Harrel, A. Green) (BMI/SESAC) Produced by Bink for One Shot Deal Muzak/J II J Enterprises/Loreal, Inc Recorded at Baseline Studios, NYC by Gimel "Young Guru" Keaton for Loreal, Inc Mixed at Sound on Sound Studios, NYC by Doug Wilson for Loreal, Inc Organs by Bo Live Organs by Victor Flowers Background vocals by Schevise Harrell and Luren Leek All programming by Bink "Blueprint (Momma Loves Me)" contains a sample from "Free At Last" (A. Green) Universal Music. Publishing o/b/o Irving Music Inc. (BMI) Irving Music Inc./Al Green Music Inc. (BMI)/Warner-Chappell Music Ltd. Performed by Al Green. Used courtesy of EMI Special Markets and Demon Music Group 14. Lyrical Exercise Written by: Shawn Carter, Justin Smith, Tyrone Thomas, August Moon, Gerald Brown, Stanley Clarke, Michael Garson & Raymond Gomez 15. Girls, Girls, Girls (Part 2) Written by: Shawn Carter, Justin Smith, R. Poindexter & J Members Additional vocals by Q-Tip courtesy of Arista Records, Inc Additional vocals by Slick Rick courtesy of Def Jam Recordings Additional vocals by Biz Markie courtesy of Groove Attack Superrapping/Bizmont Thank You's: I wanna thank everyone responsible for The Blueprint (my life) my Momma Love Me (Gloria Carter) Pop I miss you (A.J.) Eric fought me (my big bro Ez) Mickey dressed me/my big mouth sister Michelle/Annie fed me (my other big mouth sister Andrea) Grandma fed me banana pudding (my heart Hattie White) my nephews (Lavelle, Ramel, Colleek, Jarrel and Eric Jr. My niece Airis and my niece Tianna (Love you 'til d**h, wouldn't let no trouble come your way!!!) All my Aunts, Uncles, Cousins, Bee High and Fam (Johnny, BJ, Shakora, Danny, Antawn, Brandon) "Ty rolled with a n***a" (Ty-Ty and the whole Smith family), Damon Dash (you seen it Huh?) my Godson Boogie, Ava, Biggs, (What's up Hoffa?) Biggs, Lil Remo. Hip Hop (since 1972). Bleek (one Hit Away my n***a). Beans (I been there fam trust me)...Marcy and The Whole Entire Brooklyn, I Got Ya'll!!!! My folks: The O.G. Juan and The Whole Baseline Crew (Moya, Midnight, Shane, Kamel, Tyse and Paul) Rell Mack, Bob-A Lob, S.A., Street, Claudia B, The Whole 142! Dolfo, Roger, Tom Dewey, Tone, Dat, Jaz (You made me believe this s**t was real) Omoyele (Fam Fam), Murder, Leeky, Geda K. Saddiq, Roller, The Whole Mafia, The Whole Get Low, Bill, Snow, Ermani, Tone (Lil Man) Chuck, Ant, Deuce & Rasta, Curt Love, Emory, Big Ty, Kurt, Lody Christ. Hold Ya Head We Got Your Name on the Bricks. Everybody on the street. I Know Too Many Folks. Sorry!!!!!!!!!!! Rocafella Staff: Carline, Chaka, John, Lenny S., Gee, Dara, Bobby, Pharel, Burt, Emmanuelle, Garvin, John B., Daryl, Robin, Shari, Ramses Thank you Guido, JJ, Big John, Jimmy Iovine, Steve Stoute, Paul Rosenberg, Ian Allen and Eric Weissman Lyor, Kevin, Julie, Randy, Kyser, Deidre, Darcel, Mignon and the Def Jam Staff Rocafella Artists: DJ Clue and Rell, Freeway, Oschino & Sparks, Chris & Neef, Tamika & Billie, Allen Anthony...we got this! Producers: Kanye West, Just Blaze, Trackmaster, Timbaland, Bink, Eminem Street Team: Danielle, Latrice, Will, Travis, Derrick, Raymond (Chico), "Big Daddy" (Pause), Antoine, Donald, Mike Eric, Damon, Anchor, Maze, Jake, Say, Godfather, Sean, Bill Bla**, Lenny, DJ Lump, C-note, T To This Whole Fake Bulls**t Industry, Thanx 4 being so Fake and Keeping me on my Toes!!! I Love Ya'll Holla Back!