1. Wesley's TheoryWritten by: Kendrick Duckworth, George Clinton, Steven Ellison, Ronald Colson, Stephen Bruner & Boris Gardiner
Produced by: Flying Lotus & Flippa
Additional Production by: Sounwave & Thundercat
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP) & Boris Gardiner designee
Recorded by: Derek "MixedByAli" Ali & James Hunt
Mixed by: Derek "MixedByAli" Ali
Horns & Alto Saxophone by: Terrace Martin
Trumpet by Josef Leimberg
Background Vocals by Dr. Dre, Anna Wise, Ash Riser, Josef Leimberg & Whitney Alford
Contains elements of: "Every Nigger Is a Star" written by B. Gardiner and published by Boris Gardiner designee, as performed by Boris Gardiner. Used courtesy of Jazzman Records Ltd. Used by permission. All rights reserved
2. For Free? (Interlude)Written by: Kendrick Duckworth, Terrace Martin & Rose McKinney
Produced by: Terrace Martin
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Rosemac Music (ASCAP), Blessed Seeds of God (ASCAP)
Recorded by: Derek "MixedByAli" Ali & James "The White Black Man" Hunt
Mixed by: Derek "MixedByAli" Ali
Drums by: Robert Sput Searight
Piano by: Robert Glasper
Bass by: Brandon Owens
Organ by: Craig Brockman
Guitar by: Marlon Williams
Alto Saxophone by: Terrace Martin
Background Vocals by: Anna Wise & Darlene Tibbs
3. King KuntaWritten by: Kendrick Duckworth, Mark Spears, Johnny Burns, Michael Jackson, Ahmad Lewis & Stefan Gordy
Produced by: Sounwave
Additional Production by: Terrace Martin
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Sounwave TDE Productions/Sony ATV (ASCAP), Q Baby Music (ASCAP), Mijac Music/Sony/ATV Songs LLC (BMI), Universal Music Corp./Ahmad Music, Kendal's Soul Music
Recorded by: Derek "MixedByAli" Ali, James "The White Black Man" Hunt & Matt Schaeffer
Mixed by: Derek "MixedByAli" Ali
Bass by: Stephen "Thundercat" Bruner
Additional Guitar by: Marlon Williams & Matt Schaeffer
Background Vocals by: Whitney Alford
Contains interpolations of: "Get Nekkid" written by J. Burns and published by Q Baby Music (ASCAP). Used by permission. All rights reserved
Contains resung lyrics from: "Smooth Criminal" written by M. Jackson, and published by Mijac Music/Sony/ATV Songs LLC (BMI)
Contains elements from: "The Payback" written by J. Brown/F. Wesley/J. Stark courtesy of Unichappell Music Inc. on behalf of Dynatone Pub. Co. (BMI)
"King Kunta" contains samples from: "We Want the Funk" written by A. Lewis. Published by Ahmad Music/Universal Music Corp. (ASCAP)
4. InstitutionalizedWritten by: Kendrick Duckworth, Columbus Smith, Fredrik Halldin & Sam Barsh
Produced by: Rahki & Fredrik "Tommy Black" Halldin
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Almo Music Corp./Producer Pizza (ASCAP), Tommy Black (STIM)
Recorded by: Derek "MixedByAli" Ali & James "The White Black Man" Hunt
Mixed by: Derek "MixedByAli" Ali
Keyboards by: Sam Barsh
Clarinet by: Pedro Castro
Cello by: Gabriel Noel
Violin by: Paul Carwright
Background Vocals by: Taz Arnold a.k.a. Ti$a
Snoop Dogg appears courtesy of: Doggystyle Records
5. These WallsWritten by: Kendrick Duckworth, Terrace Martin, Larrance Dopson, James Fauntleroy & Rose McKinney
Produced by: Terrace Martin & Larrance Dopson of 1500 or Nothin'
Additional Production: by Sounwave
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Rosemac Music (ASCAP), Blue Nike Publishing (BMG), Fauntleroy Music/Almo Music (ASCAP), Blessed Seeds of God (ASCAP)
Recorded by: Derek "MixedByAli" Ali & James "The White Black Man" Hunt
Mixed by: Derek "MixedByAli" Ali
Guitar by: Marlon Williams & Gregory Moore
Keyboards by: Robert Glasper, Larrance Dopson & Terrace Martin
Percussion by: Larrance Dopson
Alto Saxophone by: Terrace Martin
Trumpet by: Josef Leimberg
Additional Bass by: Stephen "Thundercat" Bruner
6. uWritten by: Kendrick Duckworth, Taz Arnold & Michael Brown
Produced by: Taz Arnold a.k.a. Ti$a & WhoAreI
Additional Production by: Sounwave
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Big Yacht Music (ASCAP)
Recorded by: Derek "MixedByAli" Ali & Matt Schaeffer
Mixed by: Derek "MixedByAli" Ali
Alto Saxophone/Keyboards by: Terrace Martin
Tenor Saxophone by: Kamasi Washington
Baritone Saxophone by: Adam Turchin
Guitar by: Marlon Williams
Background Vocals by: Bilal, Jessica Vielmas & SZA
7. AlrightWritten by: Kendrick Duckworth, Pharrell Williams & Mark Spears
Produced by: Pharrell Williams & Sounwave
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), EMI April Music, Inc. on behalf of itself & More Water from Nazareth (ASCAP), Sounwave TDE Productions/Sony ATV (ASCAP)
Recorded by: James "The White Black Man" Hunt
Mixed by: Derek "MixedByAli" Ali
Alto Saxophone by: Terrace Martin
Background Vocals by: Pharrell Williams, Candace Wakefield & Stephen "Thundercat" Bruner
Pharrell Williams appears courtesy of: Columbia Records
8. For Sale? (Interlude)Written by: Kendrick Duckworth & Taz Arnold
Produced by: Taz Arnold a.k.a. Ti$a
Additional Production by: Sounwave & Terrace Martin
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP)
Recorded by: Derek "MixedByAli" Ali
Mixed by: Derek "MixedByAli" Ali
Alto Saxophone/Keyboards by: Terrace Martin
Trumpet by: Josef Leimberg
Background Vocals by: Bilal, Taz Arnold a.k.a. Ti$a, Preston Harris & SZA
9. MommaWritten by: Kendrick Duckworth, Glen Boothe, Taz Arnold, Sylvester Stewart, Lalah Hathaway, Rahsaan Patterson & Rex Rideout
Produced by: Knxwledge & Taz Arnold a.k.a. Ti$a
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Kanpai Music (BMI), Big Yacht Music (ASCAP), Mijac Music/Sony ATV Music Publishing (BMI), Queen of the Planet Productions (ASCAP), Cisum Naashar Publishing (ASCAP), Uncle Buddies Music Inc. courtesy of Music of Windswept/BMG Rights Management (ASCAP)
Recorded by: Derek "MixedByAli" Ali & James "The White Black Man" Hunt
Mixed by: Derek "MixedByAli" Ali
Alto Saxophone/Keyboards/Vocoder by: Terrace Martin
Background Vocals by: Lalah Hathaway & Bilal
Contains elements of "On Your Own" written by: L. Hathaway, R. Patterson, R. Rideout, and published by Queen of the Planet Productions (ASCAP), Cisum Naashar Publishing (ASCAP), Uncle Buddies Muisc Inc. courtesy of Music of Windswept/BMG Rights Management (ASCAP). Used by permission. All rights reserved
"Momma" contains samples from "On Your Own," performed by: Lalah Hathaway, from the album Self Portrait (STXCD-30308). Courtesy of Concord Music Group, Inc
10. Hood PoliticsWritten by: Kendrick Duckworth, Donte Perkins, Mark Spears, Stephen Bruner & Sufjan Stevens
Produced by: Tae Beast, Sounwave & Thundercat
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Donte Lamar Perkins (BMI), Sounwave TDE Productions/Sony ATV (ASCAP), Just Isn't Music Ltd. (ASCAP), New Jerusalem Music (ASCAP), Black Bull Music, Inc. (ASCAP)/Jobete Music Co. Inc. (ASCAP)/Sony ATV Music Publishing (ASCAP)
Recorded by: Derek "MixedByAli" Ali & James "The White Black Man" Hunt
Mixed by: Derek "MixedByAli" Ali
Keyboards by: Terrace Martin & Robert Sput Searight
Background Vocals by: Bilal, Anna Wise, Preston Harris & Dion Friley
Verses recorded at: Downtown Studios in New York, New York
Includes sample of: "All for Myself," © 2010 Sufjan Stevens, admin. New Jerusalem Music, courtesy of Sufjan Stevens and Asthmatic Kitty Records. © 2010 Asthmatic Kitty Records
11. How Much a Dollar CostWritten by: Kendrick Duckworth, Terrace Martin, Josef Leimberg, Rose McKinney, James Fauntleroy & Ronald Isley
Produced by: LoveDragon
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Rosemac Music (ASCAP), Josef Leimberg Music (ASCAP), Blessed Seeds of God (ASCAP), Fauntleroy Music/Almo Music (ASCAP)
Recorded by: Derek "MixedByAli" Ali, James "The White Black Man" Hunt & Matt Schaeffer
Mixed by: Derek "MixedByAli" Ali
Alto Saxophone/Keyboards by: Terrace Martin Trumpet by Josef Leimberg
Percussion by: Larrance Dopson
Guitar by: Marlon Williams
Ronald Isley's verse recorded by: Thomas Burns at Notifi Studios in St. Louis, Missouri
Ronald Isley appears courtesy of: R.I. Top Ten LLC
12. Complexion (A Zulu Love)Written by: Kendrick Duckworth, Stephen Bruner, Mark Spears & Marlanna Evans
Produced by: Thundercat & Sounwave
Additional Production by: Terrace Martin & Antydote
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Just Isn't Music Ltd. (ASCAP), Sounwave TDE Productions/Sony ATV (ASCAP)
Recorded by: Derek "MixedByAli" Ali & Matt Schaeffer
Mixed by: Derek "MixedByAli" Ali
Keyboards by: Terrace Martin & Robert Glasper
Alto Saxophone by: Terrace Martin
Trumpet by: Josef Leimberg
Percussion by: Larrance Dopson
Background Vocals by: Stephen "Thundercat" Bruner, Lalah Hathaway, Talkbox Monte & JaVonte
Background Vocals/Scratches by: Pete Rock
Rapsody's verse recorded by 9th Wonder at: House Studios in Washington, D.C
Rapsody appears courtesy of: Jamla Records, a division of IWWMG, Inc
13. The Blacker the BerryWritten by: Kendrick Duckworth, Matthew Samuels, Stephen Kozmeniuk, Ken Lewis, Brent Kolatalo, Jefferey Campbell, Alexander Izquierdo & Zale Epstein
Produced by: Boi-1da & Koz for 1da Boi Productions
Additional Production by: Terrace Martin
Additional Drum Programming & Additional Engineering by: Katalyst
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), 1damentional Publishing LLC/Sony ATV Tunes LLC (ASCAP), Stephen 1daniable Publishing (ASCAP), Kenobi Songs Publishing/BMG Rights Management (BMI), Whiskey Valentine Publishing/BMG Rights Management, Tenyor Music (BMI), Alexander Izquierdo BMG Gold Songs/AIX Publishing (ASCAP), all rights administered by BMG Rights Management (US) LLC, Zale Epstein (SOCAN)
Recorded by: Derek "MixedByAli" Ali, James "The White Black Man" Hunt & Matt Schaeffer
Mixed by: Derek "MixedByAli" Ali
Drums by: Ronald Bruner Jr
Keyboards by: Robert Glasper
Bass by: Stephen "Thundercat" Bruner
Alto Saxophone by: Terrace Martin
Percussion by: Larrance Dopson
Background Vocals by: Lalah Hathaway
14. You Ain't Gotta Lie (Momma Said)Written by: Kendrick Duckworth, Terrace Martin, Rose McKinney, Josef Leimberg & Mark Spears
Produced by: LoveDragon
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Rosemac Music (ASCAP), Blessed Seeds of God (ASCAP), Josef Leimberg Music (ASCAP), Sounwave TDE Productions/Sony ATV (ASCAP)
Recorded by: Derek "MixedByAli" Ali, James "The White Black Man" Hunt & Matt Schaeffer
Mixed by: Derek "MixedByAli" Ali
Keyboards by: Sounwave & Terrace Martin
Alto Saxophone/Vocoder by: Terrace Martin
Trumpet by: Josef Leimberg
Percussion by: Larrance Dopson
Guitar by: Marlon Williams
Background Vocals by: Stephen "Thundercat" Bruner, Preston Harris, Wyann Vaughn & JaVonte
15. iWritten by: Kendrick Duckworth, Columbus Smith, Ronald Isley, O'Kelly Isley, Ernie Isley, Marvin Isley, Rudolph Isley & Christopher Jasper
Produced by: Rahki
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Almo Music Corp./Producer Pizza (ASCAP), EMI April Music Inc. on behalf of itself and Bovina Music Inc. (ASCAP)
Recorded by: Derek "MixedByAli" Ali, James "The White Black Man" Hunt & Matt Schaeffer
Mixed by: Derek "MixedByAli" Ali
Mix Assistants: James "The White Black Man" Hunt & Matt Schaeffer
Keyboards by: Sam Barsh
Guitar by: Keith Askey
Drums by: Kendall Lewis
Bass by: Chris Smith & Stephen "Thundercat" Bruner
Percussion by: Rahki
Background Vocals by: Taz Arnold a.k.a. Ti$a, William Sweat, Candace Wakefield, Devon Downing, Edwin Orellana, Dave Free & Dion Friley
Additional Vocals by: Ronald Isley courtesy of R.I. Top Ten LLC Recorded by Thomas Burns at Notifi Studios in St. Louis, Missouri
Contains portions of: "That Lady" by Ronald Isley, Christopher Jasper, O'Kelly Isley, Ernie Isley, Marvin Isley and Rudolph Isley
Published by: EMI April Music Inc. on behalf of itself and Bovina Music Inc. (ASCAP)
16. Mortal ManWritten by: Kendrick Duckworth, Mark Spears, Stephen Bruner & Fela Anikulapo
Produced by: Sounwave
Published by: WB Music Corp., TDE Music, Hard Working Black Folks Publishing (ASCAP), Sounwave TDE Productions/Sony ATV (ASCAP), Just Isn't Music Ltd. (ASCAP), EMI April Music Inc. (ASCAP), BMG Gold Songs (ASCAP), BMG Ruby Songs (ASCAP)
Recorded by: Derek "MixedByAli" Ali, James "The White Black Man" Hunt & Matt Schaeffer
Mixed by: Derek "MixedByAli" Ali
Bass by: Stephen "Thundercat" Bruner
Keyboards by: Robert Glasper & Junius Bervine
Guitar by: Marlon Williams
Alto Saxophone by: Terrace Martin
Trumpet by: Josef Leimberg & Ambrose Akinmusire
Background vocals by: James Fauntleroy & JaVonte
Contains elements of: "I No Get Eye for Back" written by F. Anikulapo, and published by EMI April Muisc, Inc. (ASCAP), BMG Gold Songs (ASCAP), BMG Ruby Songs (ASCAP). Used by permission. All rights reserved
"Mortal Man" contains excerpts from: "I No Get Eye for Back" as performed by Houston Person. Used courtesy of UME. Used by permission. All rights reserved
Featuring parts from: the music journalist Mats Nileskar's 2Pac Shakur interview in New York, November 1994 for P3 Soul, Broadcasting Corporation
THANK YOU'SThank God & Family, Pt. 2
A blank letter by Kendrick Lamar
ADDITIONAL CREDITSExecutive Producers: Anthony "Top Dawg" Tiffith & Dr. Dre
Associate Producer: Dave "Miyatola" Free
~ TOP DAWG ENTERTAINMENT ~
A&R: Kendrick Lamar & Sounwave
Management: Dave Free, Retone, Moosa & Punch
Marketing: TDE Marketing
Digital: Ashley Outrageous
Legal: Joshua P. Binder, Esq
Art Direction: Kendrick Lamar, Dave Free & Vlad Sepetov
Cover Photography: Denis Rouvre
White House Photography: Diego Cambiaso
Additional Photography: Roberto "Retone" Reyes & Dave Free
String Arrangements: Kamasi Washington, Sounwave & Terrace Martin
~ INTERSCOPE RECORDS ~
Top's Homies: John Janick & Steve Berman
A&R: Manny Smith
A&R Coordinator: Chelsea Blythe
A&R Administrator: Alicia Graham
Marketing: Archie Davis
Publicity: Ray Alba
Sales: Gary Kelly
Legal: Jason Kawejsza & Todd Douglas
~ AFTERMATH ENTERTAINMENT ~
General Management: Ashley Palmer
String Recordings: David Kim & Thomas Cullison for Chalice Recording Studios in Hollywood, California
Mixing & Recording: Derek "MixedByAli" Ali at No Excuses Studio in Santa Monica, CA
Mix Assistants: James "The White Black Man" Hunt & Matt Schaeffer
Mastering: Mike Bozzi at Bernie Grundman Mastering in Hollywood, CA
COPYRIGHT/DISTRIBUTION℗© 2015 Aftermath/Interscope Records. All rights reserved
2220 Colorado Ave., Santa Monica, Ca 90404
Manufactured and distributed in the United States by Universal Music Distribution
