All song samples, writing and production credits are according to the album booklet.
Track notes • signifies an additional producer • "What More Can I Say" features additional vocals by Vincent 'Hum V' Bostic • "Encore" features additional vocals by
John Legend,
Don Crawley,
Leonard Harris and
Kanye West • "Change Clothes" features additional vocals by
Pharrell Williams • "Threat" features additional vocals by
Cedric the Entertainer • "Justify My Thug" features additional vocals by Sharlotte Gibson • "Lucifer" features additional vocals by
Kanye West Sample credits • "December 4th" contains a sample of "That's How Long" written by Walter Boyd and Elijah Powell Jr., and performed by
The Chi-Lites. • "What More Can I Say" contains samples of "Something for Nothing" written by
Thom Bell,
Kenneth Gamble and Roland Chambers, and performed by
MFSB, and "Keep Your Hands High" written by Tracey Lee and
Christopher Wallace, and performed by Tracey Lee featuring
The Notorious B.I.G. • "Encore" contains elements of "I Will" performed by
John Holt, written by
John Lennon and Paul McCartney • "Threat" contains a sample from "A Woman's Threat" written and performed by
R. Kelly. • "99 Problems" contains samples of "
Long Red" written by Norman Landsberg,
Felix Pappalardi, John Ventura and Leslie Weinstein, and performed by
Mountain, "Get Me Back on Time, Engine Number 9" performed by
Wilson Pickett, "The Big Beat" written and performed by
Billy Squier, elements of "99 Problems" written by
Tracy Marrow and Alphonso Henderson, and performed by
Ice-T, interpolations of "Touched" written by
Chad Butler and
Bernard Freeman, and performed by
UGK, and portions of "
Children's Story" written and performed by
Slick Rick. • "Public Service Announcement (Interlude)" contains a portion of "No One Can Do It Better" written by
Tracy Curry and
Andre Young, and performed by
The D.O.C., and a sample of "Seed of Love" written by Raymond Levin, and performed by Little Boy Blues. • "Justify My Thug" contains portions of "
Rock Around the Clock" written by
Max C. Freedman and
James E. Myers, and performed by
Bill Haley & His Comets, samples of "
Rock Box" written by
Darryl McDaniels,
Joseph Simmons and
Larry Smith, and performed by
Run-DMC, and an interpolation of "
Justify My Love", written by
Madonna Ciccone,
Ingrid Chavez and
Lenny Kravitz, and performed by
Madonna. • "Lucifer" contains a sample of "
Chase the Devil" written by Hugh Perry and Maxie Smith, and performed by
Max Romeo. • "My 1st Song" contains a sample of "Tu y Tu Mirar...Yo y Mi Canción" written by Germain de La Fuente, and performed by
Los Angeles Negros, and a vocal portion of
The Notorious B.I.G.'s 1996 interview for
MTV. == Personnel ==