The Notes are jointly and severally guaranteed by certain subsidiaries of Matador (the “Guarantor Subsidiaries”) on a full and unconditional basis (except for customary release provisions). At March 31, 2019, the Guarantor Subsidiaries were 100% owned by Matador. Matador is a parent holding company and has no independent assets or operations, and there are no significant restrictions on the ability of Matador to obtain funds from the Guarantor Subsidiaries by dividend or loan. San Mateo and its subsidiaries (the “Non-Guarantor Subsidiaries”) are not guarantors of the Notes.

The following presents condensed consolidating financial information of Matador (as issuer of the Notes), the Non-Guarantor Subsidiaries, the Guarantor Subsidiaries and all entities on a consolidated basis (in thousands). Elimination entries are necessary to combine the entities. This financial information is presented in accordance with the requirements of Rule 3-10 of Regulation S-X. The following financial information may not necessarily be indicative of results of operations, cash flows or financial position had the Guarantor Subsidiaries operated as independent entities.



Condensed Consolidating Balance Sheet March 31, 2019
	Matador		Non-Guarantor Subsidiaries		Guarantor Subsidiaries		Eliminating Entries			Consolidated
ASSETS
Intercompany receivable	$	1,570,507	$	14,257	$	—	$	(1,584,764	)	$	—
Current assets	3,787		46,389		179,778		—			229,954
Net property and equipment	—		402,870		2,874,306		—			3,277,176
Investment in subsidiaries	1,146,156		—		105,680		(1,251,836		)	—
Long-term assets	21,505		1,428		62,569		(9,334		)	76,168
Total assets	$	2,741,955	$	464,944	$	3,222,333	$	(2,845,934	)	$	3,583,298
LIABILITIES AND EQUITY
Intercompany payable	$	—	$	—	$	1,584,764	$	(1,584,764	)	$	—
Current liabilities	—		28,512		300,684		(773		)	328,423
Senior unsecured notes payable	1,038,229		—		—		—			1,038,229
Other long-term liabilities	12,903		230,046		190,729		(8,561		)	425,117
Total equity attributable to Matador Resources Company	1,690,823		105,680		1,146,156		(1,251,836		)	1,690,823
Non-controlling interest in subsidiaries	—		100,706		—		—			100,706
Total liabilities and equity	$	2,741,955	$	464,944	$	3,222,333	$	(2,845,934	)	$	3,583,298



Condensed Consolidating Balance Sheet December 31, 2018
	Matador		Non-Guarantor Subsidiaries		Guarantor Subsidiaries		Eliminating Entries			Consolidated
ASSETS
Intercompany receivable	$	1,244,405	$	29,816	$	—	$	(1,274,221	)	$	—
Current assets	4,109		34,027		267,549		—			305,685
Net property and equipment	—		379,052		2,743,812		—			3,122,864
Investment in subsidiaries	1,490,401		—		95,346		(1,585,747		)	—
Long-term assets	23,897		1,479		11,095		(9,502		)	26,969
Total assets	$	2,762,812	$	444,374	$	3,117,802	$	(2,869,470	)	$	3,455,518
LIABILITIES AND EQUITY
Intercompany payable	$	—	$	—	$	1,274,221	$	(1,274,221	)	$	—
Current liabilities	22,874		27,988		279,884		(724		)	330,022
Senior unsecured notes payable	1,037,837		—		—		—			1,037,837
Other long-term liabilities	13,221		230,263		73,296		(8,778		)	308,002
Total equity attributable to Matador Resources Company	1,688,880		95,346		1,490,401		(1,585,747		)	1,688,880
Non-controlling interest in subsidiaries	—		90,777		—		—			90,777
Total liabilities and equity	$	2,762,812	$	444,374	$	3,117,802	$	(2,869,470	)	$	3,455,518



Condensed Consolidating Statement of Operations For the Three Months Ended March 31, 2019
	Matador			Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminating Entries			Consolidated
Total revenues	$	—		$	42,876		$	149,248		$	(18,235	)	$	173,889
Total expenses	1,035			25,505			158,043			(18,235		)	166,348
Operating (loss) income	(1,035		)	17,371			(8,795		)	—			7,541
Interest expense	(15,787		)	(2,142		)	—			—			(17,929		)
Other expense	—			—			(110		)	—			(110		)
(Loss) earnings in subsidiaries	(1,138		)	—			7,767			(6,629		)	—
(Loss) income before income taxes	(17,960		)	15,229			(1,138		)	(6,629		)	(10,498		)
Total income tax benefit	(1,013		)	—			—			—			(1,013		)
Net income attributable to non-controlling interest in subsidiaries	—			(7,462		)	—			—			(7,462		)
Net (loss) income attributable to Matador Resources Company shareholders	$	(16,947	)	$	7,767		$	(1,138	)	$	(6,629	)	$	(16,947	)



Condensed Consolidating Statement of Operations For the Three Months Ended March 31, 2018
	Matador			Non-Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminating Entries			Consolidated
Total revenues	$	—		$	17,194		$	186,480	$	(12,494	)	$	191,180
Total expenses	1,234			6,928			122,150		(12,494		)	117,818
Operating (loss) income	(1,234		)	10,266			64,330		—			73,362
Interest expense	(8,491		)	—			—		—			(8,491		)
Other income	6			—			47		—			53
Earnings in subsidiaries	69,613			—			5,236		(74,849		)	—
Income before income taxes	59,894			10,266			69,613		(74,849		)	64,924
Net income attributable to non-controlling interest in subsidiaries	—			(5,030		)	—		—			(5,030		)
Net income attributable to Matador Resources Company shareholders	$	59,894		$	5,236		$	69,613	$	(74,849	)	$	59,894



Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2019
	Matador			Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminating Entries		Consolidated
Net cash (used in) provided by operating activities	$	(109	)	$	32,616		$	26,733		$	—	$	59,240
Net cash used in investing activities	—			(29,988		)	(184,892		)	—		(214,880		)
Net cash provided by financing activities	—			3,968			114,400			—		118,368
(Decrease) increase in cash and restricted cash	(109		)	6,596			(43,759		)	—		(37,272		)
Cash and restricted cash at beginning of period	456			18,840			64,688			—		83,984
Cash and restricted cash at end of period	$	347		$	25,436		$	20,929		$	—	$	46,712



Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2018
	Matador			Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminating Entries			Consolidated
Net cash (used in) provided by operating activities	$	(144	)	$	10,385		$	125,908		$	—		$	136,149
Net cash used in investing activities	—			(36,831		)	(204,323		)	20,400			(220,754		)
Net cash provided by financing activities	—			44,900			10,406			(20,400		)	34,906
(Decrease) increase in cash and restricted cash	(144		)	18,454			(68,009		)	—			(49,699		)
Cash and restricted cash at beginning of period	286			5,663			96,533			—			102,482
Cash and restricted cash at end of period	$	142		$	24,117		$	28,524		$	—		$	52,783