0 1 C O U N T I N G S T A R S 0 2 I F I L O S E M Y S E L F0 3 F E E L A G A I N 0 4 W H A T Y O U W A N T E D

0 5 I L I V E D 0 6 L I G H T I T U P 0 7 C A N ’ T S T O P0 8 A U R E V O I R 0 9 B U R N I N G B R I D G E S

1 0 S O M E T H I N G I N E E D 1 1 P R E A C H E R 1 2 D O N ’ T L O O K D O W N

1 3 S O M E T H I N G ’ S G O T T A G I V E1 4 L I F E I N C O L O R 1 5 I F I L O S E M Y S E L F ( A C O U S T I C )

1 6 W H AT Y O U WA N T E D ( A C O U S T I C ) 1 7 B U R N I N G B R I D G E S ( A C O U S T I C )

Interscope Records. 2220 Colorado Ave., Santa Monica, CA 90404. Manufactured and distributed in the United States by Universal Music Distribution. ��2013 Mosley Music/Interscope Records. All rights reserved. Unauthorized duplication is a violation of applicable laws.

www.onerepubl ic .comwww.interscope.com

0 1 C O U N T I N G S T A R SWritten by: Ryan Tedder. Published by: Midnite Miracle (ASCAP)/Sony ATV. Produced by: Ryan Tedder,

Noel Zancanella. Engineered by: Smith Carlson. Assisted by: Matthew Tryba. Harp by: HarpEri. Background Vocals by: Bobbie Gordon, Brent Kutzle, Zach Filkins, David McGlohon. Recorded and Tracked at Black Rock Studios (Santorini, Greece) , RAK Recording Studio (London, UK) . Additional Recording Took Place at Patriot

Studios (Denver, CO) . Mixed by: Joe Zook. Assistant Engineer for Mix by: Ryan Lipman

0 2 I F I L O S E M Y S E L FWritten by: Ryan Tedder, Benny Blanco, Brent Kutzle, Zach Filkins. Published by: Midnite Miracle (ASCAP)/

Sony ATV, Matzah Ballzack Music / Where Da Kasz At (BMI) , Acornman (ASCAP)/Adm by Kobalt Music Publishing Worldwide, America Inc, Veil Over Downfalls (ASCAP)/Adm by Kobalt Music Publishing

Worldwide, America Inc. Produced by: Benny Blanco for Matza Ball Productions, Inc. and Ryan Tedder. Co-Produced by: Brent Kutzle. Mixed by: Serban Ghenea. Engineered by: Smith Carlson, Ryan Tedder. Assisted

by: Scott “Yarmov” Yarmovsky, Chris Sclafani, Matthew Tryba. Background Vocals by: Zach Filkins, Drew Brown, Eddie Fisher, Brent Kutzle, David McGlohon. Instrumentation & Programming by: Benny Blanco, Ryan

Tedder, Brent Kutzle, OneRepublic. Production Coordination by: Andrew “McMuffin” Luftman. Recorded and Tracked at Black Rock Studios (Santorini, Greece) , The Warehouse Studio (Vancouver, BC) . Additional Recording Took Place at Lotzah Matzah Studios (New York, NY) , Patriot Studios (Denver, CO) , Downtown Studios (New York, NY) , Orion Studio (Orange County, CA) . Mixed at Mixstar Studios, Virginia Beach VA.

Engineered for Mix by: John Hanes. Assistant Engineer for Mix by: Phil Seaford

0 3 F E E L A G A I NWritten by: Ryan Tedder, Brent Kutzle, Drew Brown, Noel Zancanella. Published by: Midnite Miracle

(ASCAP)/Sony ATV, Acornman (ASCAP) , Adm by Kobalt Music Publishing Worldwide America Inc., Butterfoot (ASCAP) , Adm by Kobalt Music Publishing Worldwide America Inc., Blastronaut Music (BMI)/Patriot Games

Publishing Adm by Kobalt Music Publishing. Produced by: Ryan Tedder, Brent Kutzle, Noel Zancanella. Add’l Production by: Drew Brown. Engineered by: Smith Carlson, Jared Rich. Assisted by: Matthew Tryba.

Background Vocals by: David McGlohon, OneRepublic. Recorded and Tracked at The Warehouse (Vancouver, BC) . Additional Recording Took Place at Germano Studios (New York, NY) , Patriot Studios (Denver, CO) ,

Northern Records (Yorba Linda, CA) . Mixed by Joe Zook. Assistant Engineer for Mix by: Ryan Lipman

0 4 W H A T Y O U W A N T E DWritten by: Ryan Tedder, Brent Kutzle. Published by: Midnite Miracle (ASCAP)/Sony ATV, Acornman

(ASCAP) , Adm by Kobalt Music Publishing Worldwide America Inc. Produced by: Ryan Tedder, Brent Kutzle.Engineered by: Smith Carlson. Recorded and Tracked at The Warehouse (Vancouver, BC) . Additional

Recording Took Place at Patriot Studios (Denver, CO) , Sonikwire Studios (Irvine, CA) , Orion Studio (Orange County, CA) . Mixed by: Joe Zook. Assistant Engineer for Mix by: Ryan Lipman

0 5 I L I V E DWritten by: Ryan Tedder, Noel Zancanella. Published by: Midnite Miracle (ASCAP)/Sony ATV, Blastronaut Music (BMI)/Patriot Games Publishing Adm by Kobalt Music Publishing. Produced by: Ryan Tedder, Noel

Zancanella. Mixed by: Serban Ghenea. Engineered by: Smith Carlson. Background Vocals by: David McGlohon. Recorded at Black Rock Studios (Santorini, Greece) . Additional Recording Took Place at Patriot

Studios (Denver, CO) . Mixed at Mixstar Studios, Virginia Beach VA. Engineered for Mix by: John Hanes. Assistant Engineer for Mix by: Phil Seaford

0 6 L I G H T I T U PWritten by: Ryan Tedder, Brent Kutzle. Published by: Midnite Miracle (ASCAP)/Sony ATV, Acornman

(ASCAP) , Adm by Kobalt Music Publishing Worldwide America Inc. Produced by: Ryan Tedder, Brent Kutzle. Engineered by: Steve Wilmot. Additional Keys by: Brian Willett. Recorded and Tracked at The Warehouse

(Vancouver, BC) . Additional Recording Took Place at Patriot Studios (Denver, CO) , Piety Street Studio (New Orleans, LA) , Orion Studio (Orange County, CA) . Mixed by: Joe Zook.

Assistant Engineer for Mix by: Ryan Lipman

0 7 C A N ’ T S T O PWritten by: Ryan Tedder, Jeff Bhasker, Tyler Sam Johnson. Published by: Midnite Miracle (ASCAP)/Sony

ATV, Way Above/Sony ATV (BMI) , One Year Yesterday (BMI) . Produced by: Jeff Bhasker, Tyler Sam Johnson, Ryan Tedder. Additional Production by: Emile Haynie. Engineered by: Tyler Sam Johnson.

Piano by: Jeff Bhasker. Keyboards by: Jeff Bhasker, Tyler Sam Johnson, Ryan Tedder. Programming by: Tyler Sam Johnson. Background Vocals by: Billy Kraven. Recorded and Tracked at The Warehouse (Vancouver, BC) . Additional Recording Took Place at Enormous Studios (Los Angeles, CA) .

Mixed by: Manny Marroquin at Larrabee Studios (Universal City, CA). Assisted by: Chris Galland and Delbert Bowers

0 8 A U R E V O I RWritten by: Ryan Tedder, Brent Kutzle. Published by: Midnite Miracle (ASCAP)/Sony ATV, Acornman

(ASCAP) , Adm by Kobalt Music Publishing Worldwide America Inc. Produced by: Brent Kutzle. Engineered by: Brandon Collins, Alex Bush. French Horn by: Anthony King. Pedal Steel by: Aaron Anderson. Additional Keys by: Brian Willett. Background Vocals by: Trever Hoehne. Recorded and Tracked at Black Rock Studios

(Santorini, Greece) . Additional Recording Took Place at Piety Street Recording (New Orleans, LA) , Sonikwire Studios (Irvine, CA) , Orion Studio (Orange County, CA) . Mixed by: Joe Zook.

Assistant Engineer for Mix by: Ryan Lipman

0 9 B U R N I N G B R I D G E SWritten by: Ryan Tedder, Brent Kutzle. Published by: Midnite Miracle (ASCAP)/Sony ATV, Acornman

(ASCAP) , Adm by Kobalt Music Publishing Worldwide America Inc. Produced by: Zdar and Boombass, Ryan Tedder, Brent Kutzle, Noel Zancanella. Engineered by: Zdar, Smith Carlson, Jared Rich. Recorded at Motorbass Studios (Montmatre, Paris) , Metropolis Recording Studio (London, UK) . Additional Recording

Took Place at: Germano Studios (New York, NY) , Northern Records (Yorba Linda, CA) . Mixed by: Joe Zook. Assistant Engineer for Mix by: Ryan Lipman.

1 0 S O M E T H I N G I N E E DWritten by: Ryan Tedder, Benny Blanco. Published by: Midnite Miracle (ASCAP)/Sony ATV, Matzah Ballzack

Music / Where Da Kasz At (BMI) . Produced by: Benny Blanco for Matza Ball Productions, Inc. and Ryan Tedder. Mixed by: Serban Ghenea. Engineered by: Smith Carlson, Ryan Tedder, Chris Sclafani. Assisted by:

Scott “Yarmov” Yarmovsky. Background Vocals by: OneRepublic, Scott Yarmovsky, Benjamin Levin, Chris Sclafani, Danielle Edinburgh Wilson, Margaret-Anne Davis, Toni Skidmore, Jermon Wilson, Ryan’s friends &

family after a night of drinking. Instrumentation & Programming by: Benny Blanco and Ryan Tedder. Production Coordination by: Andrew “McMuffin” Luftman. Recorded and Tracked at Black Rock Studios (Santorini, Greece) , The Warehouse Studio (Vancouver, BC) . Additional Recording Took Place at Lotzah

Matzah Studios (New York, NY) , Patriot Studios (Denver, CO) , Downtown Studios (New York, NY) , Audiophile Studios (New Orleans, LA) . Mixed at Mixstar Studios, Virginia Beach VA.

Engineered for Mix by: John Hanes. Assistant Engineer for Mix by: Phil Seaford

1 1 P R E A C H E RWritten by: Ryan Tedder, Brent Kutzle. Published by: Midnite Miracle (ASCAP)/Sony ATV, Acornman

(ASCAP) , Adm by Kobalt Music Publishing Worldwide America Inc. Produced by: Ryan Tedder, Brent Kutzle. Engineered by: Smith Carlson, Steve Wilmot. Additional Keys by: Brian Willett. Background Vocals by: Danielle Edinburgh Wilson, Margaret-Anne Davis, Toni Skidmore, Jermon Wilson. Recorded at Metropolis

Recording Studio (London, UK). Additional Recording Took Place at Patriot Studios (Denver, CO), Audiophile Studios (New Orleans, LA), January Sound Studio (Dallas, TX) , Orion Studio (Orange County, CA) .

Mixed by: Joe Zook. Assistant Engineer for Mix by: Ryan Lipman

1 2 D O N ’ T L O O K D O W NWritten by: Ryan Tedder, Brent Kutzle. Published by: Midnite Miracle (ASCAP)/SonyATV, Acornman

(ASCAP) , Adm by Kobalt Music Publishing Worldwide America Inc. Produced by: Brent Kutzle. Engineered by: Joe Zook, Steve Wilmot. Additional Keys by: Brian Willett. Background Vocals by The

Beauregards. Recorded and Tracked at RAK Recording Studio (London, UK) . Additional Recording Took Place at Orion Studio (Orange County, CA) . Mixed by: Joe Zook. Assistant Engineer for Mix by: Ryan Lipman

1 3 S O M E T H I N G ’ S G O T T A G I V EWritten by: Ryan Tedder, Zdar, Boombass. Published by: Midnite Miracle (ASCAP)/Sony ATV, Motorbass,

Love Supreme. Produced by: Cassius. All instruments played by: Zdar & Boombass. Tracked and Mixed by: Zdar at Motorbass Recording Studios Paris. Assistant Engineer: Julian Torb.

Additional Recording Took Place at Patriot Studios (Denver, CO)

1 4 L I F E I N C O L O RWritten by: Ryan Tedder, Brent Kutzle. Published by: Midnite Miracle (ASCAP)/Sony ATV, Acornman

(ASCAP) , Adm by Kobalt Music Publishing Worldwide America Inc. Produced by: Aaron Sprinkle. Co-Produced by: Brent Kutzle, Ryan Tedder. Engineered by: Smith Carlson, Jared Rich, Andy Prickett.

Additional Programming, Keyboard & Guitars by: Aaron Sprinkly. Recorded at Metropolis Recording Studio (London, UK) . Additional Recording Took Place at Blank Book (Nashville, TN) , Northern Records (Yorba

Linda, CA) . Mixed by: Aaron Sprinkle

1 5 I F I L O S E M Y S E L F( A C O U S T I C )

Written by: Ryan Tedder, Benny Blanco, Brent Kutzle, Zach Filkins. Published by: Midnite Miracle (ASCAP)/Sony ATV, Matzah Ballzack Music / Where Da Kasz At (BMI) , Acornman (ASCAP)/Adm by Kobalt Music. Publishing Worldwide, America Inc, Veil Over Downfalls (ASCAP)/Adm by Kobalt Music Publishing Worldwide, America Inc. Produced by: Brent Kutzle. Engineered by: Steve Wilmot. String Arrangement by: Brandon Collins. Additional Arrangement by: Brent Kutzle. Pedal Steel by: Aaron Anderson. French Horn by: Anthony King. Piano by: Bert Elliott. Background Vocals by: Brennan Strawn, Anthony King. Recorded

and Tracked at Metropolis Recording Studio (London, UK) . Additional Recording Took Place at Orion Studio (Orange County, CA) , Sonikwire Studios (Irvine, CA) . Mixed by: Bryan Cook

1 6 W H A T Y O U W A N T E D ( A C O U S T I C )

Written by: Ryan Tedder, Brent Kutzle. Published by: Midnite Miracle (ASCAP)/Sony ATV, Acornman (ASCAP) , Adm by Kobalt Music Publishing Worldwide America Inc. Produced by: Brent Kutzle. Engineered

by: Smith Carlson. Pedal Steel by: Aaron Anderson. Additional Keys by: Brian Willett. Recorded and Tracked at Metropolis Recording Studio (London, UK) . Additional Recording Took Place at

Orion Studio (Orange County, CA) , Sonikwire Studios (Irvine, CA) .Mixed by: Joe Zook. Assistant Engineer for Mix by: Ryan Lipman

1 7 B U R N I N G B R I D G E S( A C O U S T I C )

Written by: Ryan Tedder, Brent Kutzle. Published by: Midnite Miracle (ASCAP)/Sony ATV, Acornman (ASCAP) , Adm by Kobalt Music Publishing Worldwide America Inc. Produced by: Brent Kutzle. Engineered

by: Smith Carlson, Jared Rich. Pedal Steel by: Aaron Anderson. Additional Keys by: Brian Willett. Recorded and Tracked at Metropolis Recording Studio (London, UK) . Additional Recording Took Place at Orion Studio

(Orange County, CA) , Sonikwire Studios (Irvine, CA) Mixed by: Joe Zook and Ryan Lipman

THANK YOU

RYAN: Thank you to all the people that inspire me from across the globe to my own home. We are interesting creatures that exist for a finite amount of time - I am fascinated by how we spend it, and who we choose to spend it with- a big inspiration for this album. We are the luckiest guys to get to do what we do every day, and we NEVER forget it. Thank you Genevieve (my rock) , Copeland (my

future) , Mom, Dad, Phil, Anne, Deb, Jon (for putting up with my insane schedule, manic behavior, and late night meals) , Ron, Jordan, Dana, Mark O, our CREW!! Noel Z, Dave CP, Smith, Zook, Serban, Manny, Matt T, ALL of the Interscope staff, ALL of Sony/ATV- u kill for us we love U! ALL of our Universal Music family worldwide, Benny Cous Cous, Bhasker, Luftman, Phillipe Zdar & Hubert-

working w/ u guys in Paris was the highlight of this album, thank you for giving us some of your French sound. Kostas- working at your place in Greece was the other highlight- u are the ultimate host.

I am beyond grateful for this life God has given me, I hope these songs connect with all who hear them, and become part of their life as well.

ZACH: Thank you to my resolute son! Thank you to my whimsical daughter! Thank you to my indispensable wife! Thank you to my allusive God! This is all for you.

DREW: I would like to thank all of our fans and friends and all of the great people we have been able to meet along the way. Thank you from the bottom of my heart.

EDDIE:First I would like to thank my Band. Their dedicated love and desire to travel the world and play music and inspire people all over the world, inspires me. My family, My friends who have been through thick and thin with me. who never judged me and have always had my back. The Wives and Girlfriends,

thank you for putting up with what we do and what we put you through. Jordan Keller and his team. Our Crew, your hard work keeps this ship sailing. And to Ron Laffitte, Mark Oglesby and Dana Salant thank you, thank you, thank you. I would be lost without you 3! And for anyone else that is involved that

I forgot to mention. Thank you!!

BRENT: thx ;)

All instruments by: ONEREPUBLIC

Management: Ron Laffitte and Dana Salant for Laffitte Management Group Booking: Jenna Adler for Creative Artists Agency (US) ;

Ian Sales and Rod McSween for International Talent Booking (ROW) Legal: Jordan S. Keller for Keller Turner Ruth Andrews Ghanem & Heller, PLLC

INTERSCOPE RECORDS

A&R: James MormileA&R Coordinator: Tunji Balogun

Marketing: Laura Hess & Matt LaMotteCreative: Stephanie Hsu & Justine MassaProduction Manager: Andrew Van Meter

Legal: Tracy Kies & Todd DouglasPublicity: Christine Wolff

Creative Direction by: Willo Perron & AssociatesOriginal Photography by: Neil Krug

Mastered by: Chris Gehringer and Will Quinnell at Sterling Sound, New York