1.0 BABY FEATURING LUDACRIS (T. Nash, C. sTewarT, J. BieBer, C. MiliaN, C. Bridges) :: (asCaP/BMi) :: ProduCed By C. “TriCky” sTewarT for redZoNe eNTerTaiNMeNT aNd Terius “The-dreaM” Nash for radio killa reCords :: JusTiN BieBer’s voCals ProduCed aNd reCorded By kuk harrell aT gerMaNo sTudios, NyC :: reCordiNg assisTed By keviN PorTer :: addiTioNal keys By MoNTe NeuBle :: eNgiNeeriNg By BriaN “B-luv” ThoMas, aNdrew wuePPer aNd kelly sheehaN aT The BooM BooM rooM, BurBaNk, Ca :: eNgiNeeriNg assisTed By luis Navarro :: addiTioNal eNgiNeeriNg By PaT Thrall :: ludaCris’ voCals reCorded By Joshua MoNroy aT The ludaPlex, aTlaNTa, ga :: Mixed By JayCeN Joshua for The PeNua ProJeCT/iNNersouNd MgMT. aT larraBee sTudios, NorTh hollywood, Ca :: Mix assisTed By giaNCarlo liNo

2.0 SOMEBODY TO LOVE(J. yiP, J. reeves, r. roMulus, h. BrighT, J. BieBer) :: (asCaP/BMi) :: ProduCed By sTereoTyPes for sTiNkfaCe MusiC, llC. :: MusiC reCorded By sTereoTyPes aT shorT Bus sTudios, NorTh hollywood, Ca :: addiTioNal eNgiNeeriNg By PaT Thrall :: Mixed By JayCeN Joshua for The PeNua ProJeCT/iNNersouNd MgMT. aT larraBee sTudios, NorTh hollywood, Ca :: Mix assisTed By giaNCarlo liNo :: BaCkgrouNd voCals: usher :: usher aPPears CourTesy of Jive reCords

3.0 STUCK IN THE MOMENT (J. yiP, J. reeves, r. roMulus, d. rigo, J. BieBer) :: (asCaP/BMi) :: ProduCed By sTereoTyPes for sTiNkfaCe MusiC, llC. :: ProduCTioN eNgiNeeriNg By Chris “Tek” o’ryaN for NewfaZe eNTerTaiNMeNT :: MusiC reCorded By sTereoTyPes aT shorT Bus sTudios, NorTh hollywood, Ca :: Mixed By MaNNy MarroquiN aT larraBee sTudios, NorTh hollywood, Ca :: Mix assisTed By ChrisTiaN PlaTa aNd erik Madrid

4.0 U SMILE(J. duPlessis, a. alTiNo, d. rigo, J. BieBer) :: (BMi/asCaP) :: ProduCed By Jerry “woNda” duPlessis for woNda MusiC iNC. :: Co-ProduCed By ardeN “keyZ” alTiNo for alTiNo MusiC/woNda MusiC iNC. :: reCorded By aNdy grassi, serge “sergiCal” Tsai, dave Clauss aNd warreN BaBsoN aT PlaTiNuM souNd reCordiNg sTudios, NyC :: assisTed By williaM villaNe :: addiTioNal eNgiNeeriNg By PaT Thrall :: Mixed By gleN MarChese aT PlaTiNuM souNd reCordiNg sTudios, NyC :: Mix assisTed By dave Clauss :: PiaNo aNd keyBoards: ardeN “keyZ” alTiNo :: addiTioNal keyBoards: Paul J. falCoNe :: guiTars: BruNo BeaTZ aNdBeN defusCo :: harMoNiCa: fred yoNNeT

5.0 RUNAWAY LOVE(M. hough ii, r. wouTer, T. ThoMas, T. ThoMas, J. BieBer) :: (sesaC/asCaP) :: ProduCed By Mel & Mus for wallsTreeT eNT. :: MusiC reCorded By PhilliP “PriNCeToN” lyNah Jr. for audio eNhaNCeMeNT iNdusTries aT iCoN sTudios, aTlaNTa, ga :: Mixed By JayCeN Joshua for The PeNua ProJeCT/iNNersouNd MgMT. aT larraBee sTudios, NorTh hollywood, Ca :: Mix assisTed By giaNCarlo liNo :: all iNsTruMeNTs By MelviN hough ii

6.0 NEVER LET YOU GO(J. ausTiN, B. M. Cox, J. BieBer) :: (asCaP/sesaC) :: ProduCed By BryaN-MiChael Cox for BlaCkBaBy, iNC. :: MusiC reCorded By saM ThoMas for saM i aM ProduCTioNs aT doPPler sTudios, aTlaNTa, ga :: Mixed By MaNNy MarroquiN aT larraBee sTudios, NorTh hollywood, Ca :: Mix assisTed By ChrisTiaN PlaTa aNd erik Madrid :: all iNsTruMeNTs: BMC

7.0 OVERBOARD FEATURING JESSICA JARRELL (w. NugeNT, k. risTo, d. ToriMiro, T. shroPshire, J. BieBer) :: (asCaP/soCaN/sesaC) :: ProduCed By dirTy swifT aNd BruCe wayNNe for Midi Mafia aNd daPo ToriMiro for daPoMiro ProduTioNs :: MusiC reCorded By Chris kraus aNd dirTy swifT aT iCoN sTudios, aTlaNTa, ga aNd Casa Mafia, los aNgeles, Ca :: addiTioNal eNgiNeeriNg By PaT Thrall :: Mixed By MaNNy MarroquiN aT larraBee sTudios, NorTh hollywood, Ca :: Mix assisTed By ChrisTiaN PlaTa aNd erik Madrid

8.0 EENIE MEENIE - JUSTIN BIEBER & SEAN KINGSTON

(B. BlaNCo, k. aNdersoN, C. BaTTey, s. BaTTey, J. BieBer, M. PalaCios, e. Clark) :: (BMi/asCaP) :: ProduCed By BeNNy BlaNCo for kasZ MoNey ProduCTioNs, iNC./PiloT CreaTive serviCes, iNC. :: druMs, keyBoards

aNd PrograMMiNg By BeNNy BlaNCo :: voCals By seaN kiNgsToN & JusTiN BieBer :: BaCkgrouNd voCals By JaCkie BoyZ :: eNgiNeered By BeNNy BlaNCo aNd saM hollaNd aT CoNway reCordiNg sTudios, los

aNgeles, Ca :: ediTiNg By MaTT BeCkley :: assisTed By JiMMy JaMes :: seaN kiNgsToN voCals reCorded aT kiNg of kiNgs sTudio, MiaMi, fl :: eNgiNeered aNd ProduCed By greg ogaN :: addiTioNal seaN kiNgsToN

voCal ProduCTioN aNd eNgiNeeriNg By sTeve “ill roCk” siravo :: ProduCTioN CoordiNaTioN By JereMy “J Boogs” leviN aNd Todd “hugo” ruBeNsTeiN :: ProduCTioN assisTaNCe By B Cough aNd dooey ::

Mixed By serBaN gheNea aT MixsTar sTudios, virgiNia BeaCh, va :: eNgiNeered for Mix By JohN haNes :: assisTaNT eNgiNeer for Mix By TiM roBerTs :: seaN kiNgsToN aPPears CourTesy of Beluga heighTs/ePiC reCords

:: P 2010 soNy MusiC eNTerTaiNMeNT

9.0 UP (N. aTweh, a. MessiNger, J. BieBer) :: (BMi/soCaN) :: ProduCed By The MesseNgers (a.k.a. adaM MessiNger aNd Nasri)

for Three PieCe ProduCTioN :: MusiC reCorded By The MesseNgers aT Nh sTudios, NorTh hollywood, Ca :: all iNsTru-MeNTaTioN aNd voCal arraNgeMeNT By The MesseNgers :: addiTioNal eNgiNeeriNg By PaT Thrall :: Mixed By MaNNy Mar-

roquiN aT larraBee sTudios, NorTh hollywood, Ca :: Mix assisTed By ChrisTiaN PlaTa aNd erik Madrid :: BaCkgrouNd voCals By Nasri

10.0 THAT SHOULD BE ME

(N. aTweh, a. MessiNger, l. Boyd, J. BieBer) :: (BMi/soCaN/asCaP) :: ProduCed By The MesseNgers (a.k.a. adaM MessiNger aNd Nasri) for Three PieCe ProduCTioNs :: MusiC reCorded By The MesseNgers aT Nh sTudios, NorTh hollywood, Ca :: all

iNsTruMeNTaTioN aNd voCal arraNgeMeNT By The MesseNgers :: addiTioNal eNgiNeeriNg By PaT Thrall :: Mixed By MaNNy MarroquiN aT larraBee sTudios, NorTh hollywood, Ca :: Mix assisTed By ChrisTiaN PlaTa aNd erik Madrid :: BaCkgrouNd

voCals By Nasri aNd luke Boyd

all soNgs exCePT “Never leT you go”: JusTiN BieBer’s voCals ProduCed aNd reCorded Bykuk harrell for suga wuga MusiC aT TriaNgle souNd sTudios, aTlaNTa, ga :: assisTed By Travis harriNgToN

for CoMPleTe alBuM lyriCs go To: JusTiNBieBerMusiC.CoMC 2010 The islaNd def JaM MusiC grouP.all righTs reserved.

exeCuTive ProduCers: USHER RAYMOND IV AND SCOTT “SCOOTER” BRAUNexeCuTive ProduCer: ANTONIO “LA” REID alBuM ProduCer: CHRISTOPHER HICKSa&r CoordiNaTioN: JANELLE WHITE AND LEESA D. BRUNSONa&r adMiNisTraTioN: A.J. BENSON addiTioNal a&r CreaTive: SHANI GONzALESMasTered By TOM COYNE AT STERLING SOUND, NYCMarkeTiNg: GABRIELA SCHWARTzMaNageMeNT: SCOOTER BRAUN PROJECTSarT direCTioN + desigN: TODD RUSSELL AND zACK ATKINSONPhoTograPhy: PAMELA LITTKYsTyliNg: RYAN ALDRED AND DARIA HINESgrooMiNg: VANESSA PRICEarT & PhoTograPhy CoordiNaTioN: KRISTEN YIENGSTPaCkage ProduCTioN: DOUG JOSWICKlegal CouNsel: AARON ROSENBERG OF MYMAN, ABELL, FINEMAN, FOx, GREENSPAN & LIGHT, LLPBusiNess affairs: NICOLE WYSKOARKO, ANTOINETTE TROTMAN, IAN ALLEN, VOL S. DAVIS III

I would like to thank all my family, friends, and fans. To my mom I love you with all my heart. Thanks for being there through all the ups and downs – you sacrificed everything for me. You are amazing and my #1 fan. I hope to get you that house someday. Dad – I’m so happy to have the relationship we have and thanks for being you and for just being one of my best friends. You are one of my biggest supporters and always encourage

me with the love only a father can give a son - love you. To Scooter – thanks for always being there for me through everything no matter what and for making my dreams come true. You are helping me become not only an artist but a good person and better man. Usher – what can I say. You are a hero, a mentor, a role model, but best of all...a friend. Thank you to Ry Good for holding me down every day and helping me.

Thanks to my best friends Chaz Somers and Ryan Butler for helping me stay just Justin. Thanks to Kenny Hamilton for going above and beyond. Thank you to Mama Jan – you’re the best. Thank you to LA Reid, Chris Hicks, Steve Bartels and Gabriela Schwartz for believing. Thanks to Aaron Rosenberg, Solomon Smallwood, Nathan McCay, Leighton Soltys, my sister Jazmyn, my brother Jaxon, Tricky Stewart,

Stereotypes, August and Erik Nicks – you went hard for us, Johnta Austin, Bryan-Michael Cox, The Messengers, Rock City, D. Mile, Mel and Mus, Sean Kingston, Jerry Wonda, Ludacris, Chaka Zulu, Nasri, Pretty Boi Fresh, Manny Marroquin, David Massey, Jessica Jarrell, Mark Stewart and Judy Stewart, David Renzer, Evan Lamberg, Ethiopia, Benny Blanco, Brandon Creed, Steve Gawley, Joe

Borrino, Jen Hirsch, Leonard Brooks, Jeremy Stevenson, Jeremy Strong, J Lac, Swift, Adonis, The Movement, The Clutch, Frank E, Mike Caren, Adelio, Jaycen Joshua, Ryan Toby, Ryan Lovit, DJ Lil Tay, Marvin, Antonio, Mike, Craig, and Nick. Shervah Edwards, The-Dream, Karen Kwak, a special thank you and dedication to Shakir Stewart RIP, Kayla, Erin Wagner, The Braun Family,

Carin Morris, The Beadles, Kuk we made it sound great, Michael Alexander, Matt Voss, Lucian Grainge, Max Hole, Andrew Kronfeld, Taylor Swift, Tab, Chester, Noah Sheer, Rick Sack-hiem, Erik Olesen, Scott Maness, JP Robinson, Grace Miguel, Todd Russell, Nicole Wyskoarko, Donna Fetchko, Elise Mora, Doug Joswick, Sharon Timure, Karen Yee, Michael Jackson,

Boyz 2 Men, Stevie Wonder, Edwin McCain, Ne-Yo, Chris Brown, Brian McKnight, Aretha Franklin, Akon, Asher Roth and the RothBoys, Selena Gomez, Marie Tvarich, Jarrett L, Jenny Bengen, Jeannah Ho, Allison Kaye, Brandon Love, Erika Montes, Millie Delamota, Gabby Peluso, A.J., Dave Reynolds, shirtless Joe, Jules Ferree, Tashia, Stone, Baby-

girl, Lil Twist, Diggy Simmons, Jake Leisky, Dallas Austin, Janelle White, Shani Gonzales, Steve Owens, Giancarlo, Kim Marion, Brittney King, Jamaica, Jaha Johnson, Vick, my entire band and Tom and Scrappy for holding them down. Jasmine V, Melissa Victor for shutting down the haters, Laura

Swanson, Amy Hartman, thank you Jim Roppo for the making the sacrifice, Russell Fink, Christine Moon, Jamal Jimoh, The Atlanta Knights, The Stratford Strikers, the Stratford Warriors, the Stratford Star Competition for getting this thing started, the Avon Theatre, James Z, The Falkensteins, Justin Timberlake, Dan Kanter, Chad Ritter, Sheri Riley, YOUTUBE, Cypress, Julian and the Biscuit. Thanks to Randy Phillips and the entire AEG Family. Thank you to my Grandparents for their never-ending love and support…words could never express how I feel about you guys. I love you very much. To my fans...what can I say. Thank you to every one of you that ever watched a video, posted a Face-book comment, a twitter or just told a friend. Thank you for embracing me and believing in me and changing my life. I’m a stranger to you,

just a small town kid who never believed this would ever happen to me and because of you – the fans – this dream is becoming a reality. I will never ever be able to show you how grateful I am and how every day I feel blessed to have your support and love. I love

all of you. Thank you for making dreams come true. Also I would like to thank Chuck Norris for giving me random Chuck Norris moments and if I don’t thank him he will roundhouse kick me in the face...nice. Last but never least

I want to thank the Big Man Himself....Jesus.

1.0 BABY FEAT. LUDACRIS2.0 SOMEBODY TO LOVE3.0 STUCK IN THE MOMENT4.0 U SMILE5.0 RUNAWAY LOVE6.0 NEVER LET YOU GO*7.0 OVERBOARD FEAT. JESSICA JARRELL8.0 EENIE MEENIE - JUSTIN BIEBER & SEAN KINGSTON9.0 UP10.0 THAT SHOULD BE ME11.0 KISS AND TELL (BONUS TRACK)

JUSTINBIEBERMUSIC.COM | ISLANDRECORDS.COMNow oN your phoNe: IDJMOBILE.COM

exeCuTive ProduCers: USHER RAYMOND IV AND SCOTT “SCOOTER” BRAUNexeCuTive ProduCer: ANTONIO “LA” REID alBuM ProduCer: CHRISTOPHER HICKS

ALL SONGS VOCAL PRODUCED BY KUK HARRELL ExCEPT WHERE INDICATED *