Swet

1. KING PUSH  (T. THORNTON, K. WEST, S. SARTOR) (BMI/SEBASTIAN SARTOR PUBLISHING DESIGNEE) PRODUCED BY KANYE WEST AND SEBASTIAN SARTOR RECORDED BY PAUL BAILEY AT THOMAS CROWN STUDIOS, VIRGINIA BEACH VA MIXED BY NOAH GOLDSTEIN AT NO NAME STUDIO, NYC ADDITIONAL MUSIC BY KEN LEWIS AND BRENT KOLATALO

2. NUMBERS ON THE BOARDS  (T. THORNTON, D. CANNON, K. WEST, C. NJAPA, B. SIGLER, S. CARTER, C. MARTIN, A KING, J. MATTHEWS) (BMI/ASCAP) PRODUCED BY DON CANNON FOR CANNON MUSIC, LLC AND KANYE WEST. ADDITIONAL PRODUCTION BY CHARLES M. NJAPA PKA 88-KEYS RECORDED BY ANTHONY KILHOFFER AT STUDIO SEINE, PARIS AND DON CANNON AT MEAN STREET STUDIOS, AT LANTA, GA MIXED BY NOAH GOLDSTEIN AT NO NAME HOTEL, PARIS PRODUCTION COORDINATION FOR CANNON MUSIC BY KEKE AND AMY FOR COOKIES AND MILK. CONTAINS SAMPLES OF “SHAKE YOUR BOOTY” PERFORMED BY BUNNY SIGLER, USED COURTESY OF SONY MUSIC ENTERTAINMENT. WRITTEN BY B. SIGLER AND PUBLISHED BY WARNER-TAMERLANE PUBLISHING CORP. (BMI). USED BY PERMISSION. ALL RIGHTS RESERVED. CONTAINS SAMPLES OF THE RECORDING “INTRO/A MILLION AND ONE QUESTIONS/RHYME NO MORE” PERFORMED BY JAY Z. COURTESY OF THE ISLAND DEF JAM MUSIC GROUP, UNDER LICENSE FROM UNIVERSAL MUSIC ENTERPRISES. WRITTEN BY S. CARTER AND C. MARTIN, PUBLISHED BY EMI BLACKWOOD MUSIC INC. (BMI)/EMI APRIL MUSIC INC. (ASCAP)/LIL LU LU PUBLISHING (ASCAP)/GIFTED PEARL MUSIC INC. (ASCAP). USED BY PERMISSION. ALL RIGHTS RESERVED CONTAINS SAMPLES OF “POTS AND PANS” PERFORMED BY LUKE VIBERT, USED COURTESY OF UNIVERSAL MUSIC PUBLISHING LIMITED. WRITTEN BY A. KING AND J MATTHEWS, PUBLISHED BY UNIVERSAL MUSIC PUBLISHING LIMITED

3. SWEET SERENADE FEAT. CHRIS BROWN  (T THORNTON, K. DEAN, K. WEST, C. BROWN)(BMI/SESAC) PRODUCED BY SWIZZ BEATZ FOR SWIZZ BEATZ PRODUCTIONS, INC. AND MONSTER MUSIC GROUP ADDITIONAL PRODUCTION BY KANYE WEST RECORDED BY PAUL BAILEY AT THOMAS CROWN STUDIOS, VIRGINIA BEACH, VA MIXED BY ANTHONY KILHOFFER AT THE SPOT STUDIOS, LOS ANGELES, CA MIX ASSISTED BY KYLE ROSS CHRIS BROWN APPEARS COURTESY OF RCA RECORDS

4. HOLD ON FEAT. RICK ROSS  (T. THORNTON, K. WEST, R. BIRCHARD, W. ROBERTS, M. HAWKINS, J. HUTSON, L HUTSON, J. REAVES, W. NORMAN) (BMI/ASCAP) PRODUCED BY KANYE WEST AND HUDSON MOHAWKE RECORDED BY NOAH GOLDSTEIN AT ISLAND SOUND STUDIOS, HAWAII MIXED BY NOAH GOLDSTEIN AT NO NAME STUDIO, NYC KEYS: DARHYL “DJ” CAMPER CONTAINS SAMPLES OF “GHET-TO-FUNK” PERFORMED BY DURALCHA, USED COURTESY OF THE NUMERO GROUP. WRITTEN BY W. NORMAN, PUBLISHED BY DUST INDEX (BMI)

5. SUICIDE FEAT. AB-LIVA  (T. THORNTON, P. WILLIAMS, R. EAST) (BMI/ASCAP) PRODUCED BY PHARRELL WILLIAMS RECORDED BY MIKE LARSON FOR I AM OTHER ENTERTAINMENT AND PAUL BAILEY RECORDED AT CIRCLE HOUSE STUDIOS, MIAMI FL AND THOMAS CROWN STUDIOS, VIRGINIA BEACH, VA ASSISTED BY MATTHEW DESRAMEAUX AND GENNARO SCHIANO DIGITAL ARRANGEMENT AND EDITING BY MIKE LARSON MIXED BY MIKE LARSON FOR I AM OTHER ENTERTAINMENT AT SETAI RECORDING STUDIO, MIAMI BEACH, FL ASSISTED BY ALEKS WHITE

6. 40 ACRES FEAT. THE- DREAM  (T. THORNTON, R. LAMARRE, T. NASH) PRODUCED BY RICO BEATS FOR STARLIFE ENT. & WILLIAM VICTOR MANAGEMENT AND TERIUS “THE DREAM” NASH FOR RADIOKILLARECORDS.COM SINCE 1977 RECORDED BY PATRICK THRALL AT SETAI STUDIOS, MIAMI BEACH, FL MIXED BY NOAH GOLDSTEIN AT NO NAME STUDIO, NYC

7. NO REGRETS FEAT. JEEZY AND KEVIN COSSOM  (T. THORNTON, R. BIRCHARD, B. YEWAH, J. JENKINS, K. COSSOM) (BMI/ASCAP/WARNER TAMERLANE MUSIC PUBLISHING) PRODUCED BY HUDSON MOHAWKE CO-PRODUCED BY BOBBY “BEEWIRKS” YEWAH RECORDED BY NOAH GOLDSTEIN AT ISLAND SOUND STUDIOS, HAWAII; PAUL BAILEY AT THOMAS CROWN STUDIOS, VIRGINIA BEACH, VA; AND TONY REY AT EASY LOVE STUDIOS, AT LANTA, GA MIXED BY ANTHONY KILHOFFER AT THE SPOT STUDIOS, LOS ANGELES, CA AND NOAH GOLDSTEIN AT NO NAME STUDIO, NYC MIX ASSISTED BY KYLE ROSS

8. LET ME LOVE YOU FEAT. KELLY ROWLAND  (T. THORNTON, T. NASH, J. GLASS, J THYBO, N. JOHNSEN) (BMI/ASCAP/JEPPE THYBO PUBLISHING DESIGNEE (KODA)/NICK MARCUS PUBLISHING DESIGNEE (KODA) PRODUCED BY TERIUS “THE-DREAM” NASH FOR RADIOKILLARECORDS.COM SINCE 1977 ADDITIONAL PRODUCTION BY GLASS JOHN RECORDED BY BART SCHOUDEL AT SILENT SOUND STUDIOS, AT LANTA GA AND SETAI STUDIOS, MIAMI, FL MIXED BY NOAH GOLDSTEIN AT NO NAME STUDIO, NYC KELLY ROWLAND APPEARS COURTESY OF UNIVERSAL REPUBLIC RECORDS CONTAINS SAMPLES OF “AUDITION” PERFORMED BY THE ROBOTBOYS, USED COURTESY OF ROBOTSOUNDS. WRITTEN BY J. THYBO AND N. JOHNSEN, PUBLISHED BY PUBLISHING DESIGNEE OF JEPPE THYBO (KODA)/PUBLISHING DESIGNEE OF NICK MARCUS JOHNSEN (KODA)

9. WHO I AM FEAT. 2 CHAINZ AND BIG SEAN  (T. THORNTON, K. WEST, E. NICKERSON, T. EPPS, S. ANDERSON, D SCROGGINS, S. KWESI) (BMI/ASCAP) PRODUCED BY KANYE WEST FOR VERY GOOD BEATS AND MANO FOR TREATED CREW RECORDED BY NOAH GOLDSTEIN AT STUDIO DE LA SEINE, PARIS MIXED BY ANTHONY KILHOFFER AT THE SPOT STUDIOS, LOS ANGELES, CA MIX ASSISTED BY KYLE ROSS 2 CHAINZ VOCALS RECORDED AND MIXED BY FINIS “KY” WHITE FOR KY RECORDINGS AT DEUCE STATION, AT LANTA, GA 2 CHAINZ APPEARS COURTESY OF THE REAL UNIVERSITY (T.R.U.)/THE ISLAND DEF JAM MUSIC GROUP CONTAINS A SAMPLE OF “U.F.O” PERFORMED BY ESG USED COURTESY OF FIRE RECORDS. WRITTEN BY D. SCROGGINS, PUBLISHED BY FIRE PUBLISHING. CONTAINS SAMPLES OF “LGOYH” PERFORMED BY KWES, USED COURTESY OF WARP RECORDS. USED BY PERMISSION WRITTEN BY SEY KWESI, COURTESY OF WARP MUSIC LIMITED (ASCAP). ALL RIGHTS RESERVED

10. NOSETALGIA FEAT KENDRICK LAMAR  (T. THORNTON, K. WEST, D. LAMB, A. KHAN, K.DUCKWORTH, S. LAROCK, L. PARKER, H. BANKS C. HAMPTON, R. JACKSON, T. HORN, M. MCLAREN) (BMI/ASCAP) PRODUCED BY KANYE WEST AND NOTTZ ADDITIONAL PRODUCTION BY TWILITE TONE RECORDED BY NOAH GOLDSTEIN AT STUDIO DE LA SEINE, PARIS MIXED BY NOAH GOLDSTEIN AT NO NAME STUDIO, NYC KENDRICK LAMAR APPEARS COURTESY OF TOP DAWG ENTERTAINMENT AFTERMATH ENTERTAINMENT/INTERSCOPE RECORDS CONTAINS SAMPLES OF “THE BRIDGE IS OVER” PERFORMED BY BOOGIE DOWN PRODUCTIONS, USED COURTESY OF PHASE ONE NETWORK, INC. WRITTEN BY S. LAROCK AND K. PARKER, PUBLISHED BY UNIVERSAL MUSIC-Z TUNES LLC (ASCAP). USED BY PERMISSION. ALL RIGHTS RESERVED CONTAINS SAMPLES OF “(IF LOVING YOU IS WRONG) I DON’T WANT TO BE RIGHT” AS PERFORMED BY BOBBY BLAND. COURTESY OF GEFFEN RECORDS, INC. UNDER LICENSE FROM UNIVERSAL MUSIC ENTERPRISES. WRITTEN BY HOMER BANKS, CARL HAMPTON AND RAYMOND JACKSON, PUBLISHED BY IRVING MUSIC, INC. (BMI). USED BY PERMISSION. ALL RIGHTS RESERVED. CONTAINS SAMPLES OF “DO YOU LIKE SCRATCHIN’” PERFORMED BY MALCOLM MCLAREN, USED COURTESY OF UNIVERSAL MUSIC UK LIMITED. WRITTEN BY T. HORN AND M. MCLAREN PUBLISHED BY SONGS OF PEER LTD . (ASCAP)/DOWNTOWN MUSIC PUBLISHING (BMI). USED BY PERMISSION. ALL RIGHTS RESERVED

11. PAIN FEAT. FUTURE  (T. THORNTON, K. WEST, N. WILBURN, L. PYARELAL, A. BAKSHI) (BMI/ASCAP) PRODUCED BY KANYE WEST CO-PRODUCED BY NO I.D. RECORDED BY ANTHONY KILHOFFER AND NOAH GOLDSTEIN AT STRATOSPHERE STUDIOS, NYC & JUNGLE CITY STUDIOS, NYC ASSISTED BY KEITH PARRY AT JUNGLE CITY STUDIOS MIXED BY NOAH GOLDSTEIN AT STUDIOS DE LA SEINE, PARIS ADDITIONAL PROGRAMMING BY NOAH GOLDSTEIN AND CHE POPE ADDITIONAL INSTRUMENTS BY JEFF BHASKER ADDITIONAL VOCALS BY SHAWN “PECAS” COSTNER FUTURE APPEARS COURTESY OF A1/FREEBANDZ/EPIC RECORDS CONTAINS SAMPLES OF THE RECORDING “MY NAME IS ANTHONY GONSALVES” AS PERFORMED BY KISHMORE KUMAR. COURTESY OF FONTANA INDIA, UNDER LICENSE FROM UNIVERSAL MUSIC INDIA PVT. LTD . USED BY PERMISSION. ALL RIGHTS RESERVED WRITTEN BY L. PYARELAL AND A. BAKSHI AND PUBLISHED BY UNIVERSAL POLYGRAM INTERNATIONAL, INC. (ASCAP) CONTAINS SAMPLES FROM “BÔDAS DE SANGUE” BY MARCOS VALLE, USED COURTESY OF EMI RECORDS (BRAZIL)
UNDER LICENSE FROM EMI MUSIC MARKETING. WRITTEN BY M. VALLE, PUBLISHED BY COLGEMS-EMI MUSIC INC (ASCAP)

12. S.N.I.T.C.H. FEAT. PHARRELL  (T. THORNTON, P. WILLIAMS) (BMI/ASCAP) PRODUCED BY PHARRELL WILLIAMS RECORDED BY MIKE LARSON FOR I AM OTHER ENTERTAINMENT AND PAUL BAILEY RECORDED AT CIRCLE HOUSE STUDIOS, MIAMI, FL AND THOMAS CROWN STUDIOS, VIRGINIA BEACH, VA ASSISTED BY MATTHEW DESRAMEAUX AND GENNARO SCHIANO DIGITAL ARRANGEMENT AND EDITING BY MIKE LARSON MIXED BY MIKE LARSON FOR I AM OTHER ENTERTAINMENT AT SETAI RECORDING STUDIO, MIAMI BEACH, FL ASSISTED BY ALEKS WHITE PHARRELL APPEARS COURTESY OF COLUMBIA RECORDS

EXECUTIVE PRODUCER: KANYE WEST EXECUTIVE PRODUCERS: TERRENCE “PUSHA T” THORNTON AND STEVEN VICTOR A&R; TERIUS “THE-DREAM” NASH A&R FOR RE-UP GANG: RENNARD “AB-LIVA” EAST A&R FOR G.O.O.D. MUSIC: CHÉ POPE A&R ADMINISTRATION: TERESE JOSEPH A&R; COORDINATION: LEESA D. BRUNSON AND SCOTT MARCUS MASTERED BY VLADO MELLER AT MASTERDISK NYC MARKETING: AKINAH RAHMAAN MANAGEMENT: STEVEN VICTOR DONDA CREATIVE DIRECTOR – VIRGIL ABLOH PROJECT CREATIVE DIRECTOR AND GRAPHIC DESIGN – JOE PEREZ ASSITANT GRAPHIC DESIGN - GEO PHOTOGRAPHY – FA BIEN MONTIQUE CREATIVE DIRECTOR OF GOOD MUSIC – MATTHEW WILLIAMS DONDA ART DIRECTOR – JUSTIN SAUNDERS COVER CONCEPT: JESSE KANDA MARKETING & CREATIVE DIRECTION FOR PUSHA T: CAPRICORN CLARKE ART & PHOTOGRAPHY PRODUCTION: KRISTEN YIENGST AND TAI LINZIE PACKAGE PRODUCTION: ANDY PROCTOR LEGAL COUNSEL: THEO SEDLMAYR, LISA DONINI AND CHARLIE SCOTT FOR SEDLMAYR & ASSOCIATES, P.C. CLEARANCES: ERIC WEISSMAN MUSIC LICENSING INC. BUSINESS AFFAIRS: NICOLE WYSKOARKO, IAN ALLEN, ANTOINETTE TROTMAN, VOL S. DAVIS, III ℗&© 2013 GETTING OUT OUR DREAMS INC THE ISLAND DEF JAM MUSIC GROUP A DIVISION OF UMG RECORDINGS INC 1755 BROADWAY NEW YORK NEW YORK 10019 DISTRIBUTED BY UNIVERSAL MUSIC DISTRIBUTION ALL RIGHTS RESERVED B0018704-02 WWW.PUSHA-T.COM WWW.DEFJAM.COM