Featuring – Pharrell*, T.I.Instruments – Pharrell WilliamsMastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assistant] – James Krausse, Justin HergettProducer – Pharrell*Recorded By [Assisted] – Todd Hurt*Recorded By, Edited By [Digital], Arranged By – Andrew Coleman Written-By – Clifford Harris, Jr.*, Pharrell Williams, Robin Thicke

Co-producer – Jerome "JRoc" Harmon*Engineer [Assistant] – Julian VasquezMastered By – Chris GehringerProducer – TimbalandRecorded By [Robin] – Denis CaribauxRecorded By, Mixed By – Chris Godbey, Demacio "Demo" Castellon*Written-By – C. Godbey*, J. Luttrell*, J. Harmon*, Robin Thicke, T. Clayton*, T. Mosley*

Arranged By [Strings] – Robin Thicke, Suzie KatayamaConductor [Strings] – Suzie KatayamaDrums, Percussion – ProJay*Engineer – Bill MalinaGuitar, Bass – Joe AugelloKeyboards, Backing Vocals – Robin ThickeMastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assisted] – James Krausse, Justin HergettProducer – ProJay*, Robin ThickeWritten-By – Joe Augello, Robin Thicke

Alto Saxophone, Tenor Saxophone – Donald HayesDrums, Percussion, Recorded By – ProJay*Keyboards, Backing Vocals – Robin ThickeLead Guitar, Bass Guitar – Joseph Augello*Mastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assisted] – James Krausse, Justin HergettOther [Baby] – Julian Fuego ThickeProducer – ProJay*, Robin ThickeTrombone – Lemar GuillaryTrumpet – Rashawn RossWritten-By – Alan Thicke, Joe Augello, Robin Thicke

Alto Saxophone, Tenor Saxophone – Donald HayesDrums, Percussion, Recorded By – ProJay*Keyboards, Backing Vocals – Robin ThickeLead Guitar, Bass Guitar – Joseph Augello*Mastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assisted] – James Krausse, Justin HergettProducer – ProJay*, Robin ThickeTrombone – Lemar GuillaryTrumpet – Rashawn RossWritten-By – Max , ProJay*, Robin Thicke

Coordinator [Production] – Irene RichterEngineer – Clint Gibbs, Derek "MixedByAli" Ali*, Padraic ""Padlock" Kerin*Engineer [Assisted] – Dustin Capulong, Rachael FindlenEngineer [For Mix] – John HanesFeaturing – Kendrick LamarInstruments, Programmed By – Cirkut*, Dr. LukeMixed By – Serban GheneaProducer – Cirkut*, Dr. LukeProducer [Vocal] – will.i.am*Recorded By [Kendrick Lamar Vocals] – Derek "MixedByAli" Ali*Vocals – Kendrick Lamar, Robin ThickeWritten-By – Henry Walter, Kendrick Lamar Duckworth*, Lukasz Gottwald, Robin Thicke, William Adams*

Backing Vocals, Mixed By – Robin ThickeMastered By – Chris GehringerProducer – will.i.am*Recorded By – Gelly KusumaWritten-By – Robin Thicke, will.i.am*

Backing Vocals, Mixed By – Robin ThickeMastered By – Chris GehringerProducer – will.i.am*Recorded By – Gelly KusumaWritten-By – Clifton Nathaniel Chase*, Edward G. Fletcher*, Jorge Mario Da Silva, Melvin Glover, Robin Thicke, Sylvia Robinson, will.i.am*

Conductor [Strings] – Suzie KatayamaDrums, Bass, Arranged By [Strings] – ProJay*Engineer – Bill MalinaGuitar – Bobby Keyes*Keyboards, Backing Vocals – Robin ThickeMastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assisted] – James Krausse, Justin HergettProducer – ProJay*, Robin ThickeWritten-By – ProJay*, Robin Thicke

Alto Saxophone, Tenor Saxophone – Donald HayesDrums, Percussion, Lead Guitar, Bass Guitar, Recorded By – ProJay*Keyboards, Backing Vocals – Robin ThickeMastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assisted] – James Krausse, Justin HergettProducer – ProJay*, Robin ThickeTrombone – Lemar GuillaryTrumpet – Rashawn RossWritten-By – ProJay*, Robin Thicke

Alto Saxophone, Tenor Saxophone – Donald HayesArranged By [Strings] – Robin Thicke, Suzie KatayamaDrums, Percussion, Bass – ProJay*Engineer – Bill MalinaKeyboards, Backing Vocals – Robin ThickeLead Guitar – Joseph Augello*Mastered By – Chris GehringerMixed By – Tony MaseratiMixed By [Assisted] – James Krausse, Justin HergettProducer – ProJay*, Robin ThickeTrombone – Lemar GuillaryTrumpet – Brandon PhillipsWritten-By – Robin Thicke

Backing Vocals – Robin ThickeInstruments – Niles Hollowell-DharMastered By – Chris GehringerMixed By – Robert OrtonProducer – The Cataracs*Recorded By – Gelly KusumaWritten-By – Niles Hollowell-Dhar, Robin Thicke

Backing Vocals – Robin ThickeInstruments – Niles Hollowell-DharMastered By – Chris GehringerMixed By – Robert OrtonProducer – The Cataracs*Recorded By – Gelly KusumaWritten-By – Niles Hollowell-Dhar, Robin Thicke

Coordinator [Production] – Irene RichterEngineer – Clint Gibbs, Derek "MixedByAli" Ali*, Padraic "Padlock" Kerin*Engineer [Assisted] – Dustin Capulong, Rachael FindlenEngineer [For Mix] – John HanesFeaturing – 2 Chainz, Kendrick LamarInstruments, Programmed By – Cirkut*, Dr. LukeMixed By – Serban GheneaProducer – Cirkut*, Dr. LukeProducer [Vocal] – will.i.am*Recorded By [Kendrick Lamar Vocals] – Derek "MixedByAli" Ali*Vocals – Kendrick Lamar, Robin ThickeWritten-By – Henry Walter, Kendrick Lamar Duckworth*, Lukasz Gottwald, Robin Thicke, William Adams*

Featuring – Pharrell*, T.I.Remix, Producer [Additional] – Bee's Knees

Remix, Producer [Additional] – Twice As Nice