To Pimp a Butterfly [Credits]

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