FINANCIAL DISCLOSURE REPORT FOR CALENDAR YEAR 2010

1. Person Reporting (last name, first, middle initial) Atlas, Nancy F. 4. Title (Article 111 judges indicate active or senior status; magistrate judges indicate full- or part-time) U.S. District Judge, Active

Report Required by the Ethics in Government Act of 1978 (5 U.S.C. app. 101-111)

2. Court or Organization U.S.D.C. - S.D. Tx.

5a. Report Type (check appropriate type) ] Nomination, [] Initial Date [] Annual [] Final

3. Date of Report 8/22/2011 6. Reporting Period 01/01/2010 to 12/31/2010

5b. [] Amended Report

7. Chambers or Office Address United States District Court 515 Rusk Street, Room 9015 Houston, TX 77002

8. On the basis of the information contained in this Report and any modifications pertaining thereto, it is, in my opinion, in compliance with applicable laws and regulations. Reviewing Officer Date

IMPORTANT NOTES: The instructions accompanying this form must be followed. Complete all parts, checking the NONE box for each part where you have no reportable information. Sign on last page.

I. POSITIONS. (Reporting individual only; seepp. 9-13 of filing instructions.)

~] NONE (No reportable positions.)
POSITION
I. 2. 3. Associate Member Co-Trustee Co-Trustee

NAME OF ORGANIZATION/ENTITY VICTORY (Houston American Cancer Society) Trust 1 Trust 2 Trust 3 Trust 4 Trust 5 American Bar Association Section of Litigation

4. 5. 6. 7.

Co-Trustee Co-Trustee Co-Trustee Task Force Co-Chair

II. AGREEMENTS. meporting individual only; seepp. 14-16 of f!ling instructions.)

NONE (No reportable agreements.)
DATE
1. 2. 3.

PARTIES AND TERMS

Atlas, Nancv F.

FINANCIAI~ DISCLOSURE REPORT Page 2 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 8/22/2011

IlL NON=INVESTMENT INCOME. (Reponing individual andspouse; seepp. 17-24 of f!ling instructions.)
A. Filers Non-lnvestment Income ~ NONE (No reportable non-investment income.) DATE SOURCE AND TYPE

INCOME (yours, not spouses)

2. 3. 4.

B. Spouses Non-Investment Income - if you were married during anyportion of the reportlng year, complete this section.
(Dollar amount not required except for honoraria.)

~]

NONE (No reportable non-investment income.)

DATE

SOURCE AND TYPE

2. 3. 4.

IV. REIMBURSEMENTS -,ransport.tion, lodging, lood, entertainment.

(Includes those to spouse and dependent children; see pp. 25-27 of filing instructions.)

~]

NONE (No reportable reimbursements.) SOURCE DATES 01/14-01/16/10 01/29/10 02/04-02/07/10 03/25-03/26/10 04/22-04/24/10 LOCATION New Orleans, LA San Antonio, TX Orlando, FL New York, NY New York, NY PURPOSE Winter Leadership Meeting Alternative Dispute Resolution Program Midyear Meeting ITEMS PAID OR PROVIDED transportation, lodging, and meals transportation, lodging transportation, lodging, and meals

1.

American Bar Association, Section of Litigation

2. State Bar of Texas 3. American Bar Association,

SCFJI

4. New York University 5. American Bar Association, SOL

Admitted Students Program transportation, lodging, meals Annual Conference transportation, lodging

FINANCIAI~ DISCLOSURE REPORT Page 3 of 10

6. American Bar Association, SCFJI Practicing Law Institute, American Bar Association, SCFJI American Bar Association, Section of Litigation 05/07-05/09/10

Name of Person Reporting Atlas, Nancy F.

Date of Report 8/22/2011

Washington, D.C

Spring Leadership Meeting

transportation, lodging

7. 8.

06/29-07/01/10 08/05-08/10/10

New York, NY San Francisco, CA

Speaking engagement Annual Meeting

transportation, meals transportation, meals

9.

09/30-10/02/10

Chicago, IL

Fall Leadership Meeting

transportation, lodging and meals

10. University of Texas at Austin, School of Law

10/28-10/29/10

Austin, TX

Patent Law Seminar

transportation, meals

FINANCIAI~DISCLOSURE REPORT
Page 4 of 10

Name of Person Reporting

Date of Report 8/22/2011

[ Atlas, Nancy F.

V. GIFTS. anciudes those to spouse and dependent children; seepp. 28-31 of filing instructions.)

~
1. 2. 3. 4. 5.

NONE (No reportable gifts.) SOURCE (Section v Note 1) See Section VIII

DESCRIPTION

VALUE $0.0

VI. LIABILITIES. ancludes those of spouse and dependent children; see pp. 32-33 of filing instructions.)
NONE (No reportable liabilities.) CREDITOR 1. 2. 3. 4. DESCRIPTION VALUE CODE

FINANCIAI~ DISCLOSURE REPORT Page 5 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 8/22/2011

VII. INVES TMENTS and TRU S TS - in,o,,e, value, transactions (Includes those of spouse and dependent children; see pp. 34-60 of filing instructions.)
NONE (No reportable income, assets, or transactions.)
A. Description of Assets (including trust assets) Place "(X)" after each asset exempt from prior disclosure B. Income during reporting period (1) (2) Amount Type (e.g., Code I div., rent, (A-H) or int.) C. Gross value at end of reporting period (1) (2) Value Value Method Code 2 Code 3 O-P) (Q-W) L T D. Transactions during reporting per od (!) Type (e.g., buy, sell, redemption) (2) (3} (4) Date ....... Value mm/dd/yy Code 2 (J:P) (5) Identity of buyer/seller (if private transaction)

Gain Code 1 (A-H)

I. 2. 3. 4. 5. 6, 7. 8. 9. 10. 1 I. 12. 13. 14. 15. 16. 17.

AXA Equitable Universal Life Insurance BBVA Compass Bank, Houston, TX Diamond Castle Partner IV, L.P. (FN 1) Diamond Castle Partner IV, Offshore Fund, L.P. Dreyfus 100% U.S. Treasury Money Market Fund Dreyfus Appreciation Fund IRA Rollover: Vanguard Treasury Money Market Fund IRA: Vanguard 500 Index Fund IRA: Vanguard Treasury Money Market Fund ITT Hartford Annuity JP Morgan Chase Bank MetLife Investors Group Inc. Nexus BT, LLLP (7) Nexus Resources LLC-Preferred Real Property, Travis County, TX Roth IRA (was IRA): Vanguard Treasury Money Market Fund Roth IRA (was IRA): Vanguard Small Cap Index Fund D E D A A A B A A A A A

None

Interest Int./Div. Int./Div. Dividend Int./Div. Int./Div. Int./Div. Interest None None None Int./Div. Int./Div. Rent Interest None

M M J M K O K L L

T U U T T T T T T Closed 10/12/10 J Sold (part) 06/17/10 M

T See Note 7

K N J L

U W T T Buy Sold (part) Buy 07/28/10 N 12/31/10 12131/10 L L

1~ income Gain Codes: (See Columns B 1 and D4) 2. Value Codes (See Columns CI and D3) 3. Value Method Codes (See Column C2)

A =$1,000 0r less F =$50,00 i ~ $100,000 J =$15,000 or less N =$250,001 - $500,000 P3 =$25,000,001 - $50,000,000 Q =Appraisal U =Book Value

B =$1,001 -$2,500 G =$100,001 o $1,000,000 K =$15,001 - $50,000 O =$500,001 - $1,000,000 R =Cost (Real Estate Only) V =Other

C =$2,501 - $5,000 H I =$1,000,001 - $5,000,000 L =$50,001 - $100,000 PI =$1,000 001 - $5,000,000 P4 =More than $50,000,000 S =Asscssmcnt W =Estimated

D=$5,001-$15,000
H21=More ~a~ S51000;000 M=$100;001~$250,000 P2 =$5,000,001- $25;000,000 T=Ca~ Manet

E =$15,001 - $50,000

FINANCIAI~, DISCLOSURE REPORT Page 6 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 8/22/2011

VII. INVESTMENTS and TRUSTS -income, value~ transactions (Includes those of spouse and dependent children; see pp. 34-60 of filing instructio,s.)
NONE (No reportable income, assets, or transactions.)
A. B. C.

Description of Assets (including trust assets) Place "(X)" after each asset exemptfrompriordisclosure

Income during reporting period (1j (2) Amount Type (e.g., Code 1 div..rent. (A-H) or int.I

Gross value at end of reporting period (1) (1) (2) Type (e.g, Value Value buy. sell. Code2 Method Code 3::: redemption) (J-P) (Q-W) Sold K J L L P1 PI L N T T T U T T T W Buy Sold Buy Buy

Transactions during reporting period (2) (3) (4) Date Value Gain mm/dd/yy Code2 Code 1 (J-P) (A-H) (5) Identity o~ buyer/seller (if private transaction)

18. 19. 20, 21, 22, 23, 24.

Roth IRA: Vanguard Money Market Roth IRA Rollover: Vanguard 500 Index Fund St. Clair, Patricia & Kellee TD Ameritrade Money Market Acct. TPG Partners V, L.P. (FN 2) V&E401(K): General Investments Fund (FN 3) V&E 401(K): JPM Prime Money Market A B A

None None Interest None Int./IS)iv. None None Interest None A A A A A A E D Int./Div. Int./Div. IntJDiv. Interest Int.iDiv. Int./Div. Int./Div. Interest J J O J L K N U T T T

12/31/10 K 12/31/10 K

12/21/10 K

12/23/10 N 12/23/10 N

25. Vinson & Elkins Capital Account 26. 27, 28. 29. 30. 31. 32. 33. 34, Vinson & Elkins Pension Plan (FN 4) Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard Extended Market Index Fund Vanguard Federal Money Market Fund Vanguard Pacific Stock Index Fund Vanguard Treasury Money Market Fund Wegorna Berkshire VII, L.P. (FN 5) WG&M Capital Account

Sold (part)

07/15/10 N

I. lncome Gain Codes: (See Colunms B 1 and D4) 2. Value Codes (See Columns C I and D3) 3. Value Method Codes (See Column C2)

A =$1,000 or less F =$50,001 - $100,000 J -$ t 5,000 or less N =$250.001 - $500,000 P3 =$25,000,001 - $50,000.000 Q =Appraisal U =Book Value

B =$1,001 - $2~500 G =$ 100,001 - $1,000,000 K -$15,001 - $50,000 O =$500,001 - $1,000,000 R -Cost (Real Estate Only) V =Other

=$2,501 - $5,000 I41 =$1,000,001 - $5,000,000 .L =$50;001 - $100,000 P 1 =$1,000,001 - $5i000,000 P4 =More than $50,000,000 S =Assessment W =Estimated

D =$5;001 - $15,000 H2 =More than $5,000,000 M =$I00,001 - $250,000 P2 =$5,0001001 - $25,000,000 T =Cash Market

E =$15,001 - $50,000

FINANCIAI~ DISCLOSURE REPORT Page 7 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 8/22/2011

VII. INVESTMENTS and TRU S TS -income, value, transactions (Includes those of spouse and dependent children; see pp. 34-60 of filing instructions.)
NONE (No reportable income, assets, or transactions.)
A. Description of Assets (including trust assets~ Place "(XY after each asset exempt from prior disclosure B. Income during reporting period (l) Amount Code 1 (A-H) (2) Type (e.g., div., rent, or int.) C. Gross value at end of reporting period (t) Value Code 2 (J-p) (2) Value Method Code 3 (Q-W) (1) Typ~ (e,g., buy, sell, redemption)
Transactions during reporting period

(2) (3) (4) (5) Identity of Date Value Gain mm/dd/yy C0d~:2 Code 1 buyer/seller (J-P) (A-H) ...... : (if private transaction)

35. 36. 37. 38. 39. 40. 41, 42. 43, 44, 45. 46. 47. 48. 49, 50,

WG&M Partners Target Pension Plan (8) TRUST 1 - Dreyfus Appreciation Fund TRUST 2 - BBVA Compass Bank, Houston, TX Acct. #4 - Vanguard Emerging Markets Stock Index Fund - Vanguard European Stock Index Fund - Vanguard Extended Market Index Fund -Vanguard Federal Money Market Fund - Vanguard Mid-Cap Index Fund - Vanguard Small-Cap Index Fund - Vanguard Index Trust 500 Portfolio TRUST 3 - BBVA Compass Bank, Houston, TX Acct. #5 - Vanguard European Stock Index Fund -Vanguard Federal Money Market Fund - Vanguard Mid-Cap Index Fund A A D

None Int./Div.

L N

W T

Int./Div. Interest Int,/Div, Int./Div. Int./Div. Interest Int./Div. Int./Div. Int./Div. Int./Div. None Int./Div. Interest Int./Div.

51,

1, Income Gain Codes: (See Co|umns B I and 134) 2. Value Codes (See Columns CI and D3) 3, Value Method Codes (See Column C2)

=$t,000 Or less =$ 50,001 - $ 100,000 =$I 5,000 or less =$250,001 - $500,000 P3 =$25,000,001 - $50,000,000 =Appraisal =Book Value

B =$i,001 - $2,500 G =$100,001 - $1,000,000 K =$15,001 - $50,000 O =$500,001 - $1,000,000 R =Cost (Real Estate Only) V =Other

C =$2,501 - $5,000 L =$50,001 - $100,000 PI =$1,000,001 - $5,000,000 P4 =More than $50,000,000 t wS =A=Estimated ........

D =$5,001 - $15,000 M =$10~ 00l ~$250 000 P2 =$5;000i001 ~ $25,000~000 T =C~sh Markbt

E =$15,001 - $50,000

FINANCIAI~ DISCLOSURE REPORT Page 8 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 8/22/2011

VII. INVESTMENTS and TRUSTS - i,come, value, transactions (Includes those of spouse and dependent children; see pp. 34-60 of filing instructions.)
NONE (No reportable income, assets, or transactions.)
A. Description of Assets (including trust assets) Place "~X)" aRer each asset exempt from prior disclosure B. Income during report ng period (1) Amount Code 1 (A-H) (2) Type (e.g., div.. rent, or int ) C. Gross value at end of reporting period (1) (2) Value Code 2 (J-P) D. Transactions during reporting period (2) (3) [ (4) Date .... Value 1. Gain mm/dd!yy Code 2 Cede 1 (J-P) (A-H)

(1) Value., Type(e.g., Metbod buy; sell, redemption) Code 3 (Q-W)

Identi~ of buyer/seller (if private transaetionl

52.

- Vanguard Small-Cap Index Fund

Int./Div. None N T

53. 54. 55. 56. 57. 58. 59.

TRUST 4 (FN 6) - BBVA Compass Bank, Houston, TX Acct. #6 - Pacific Life Ins. Co. (was "Mercury Equity Index Fund") TRUST 5 - American General Life Ins. Co. (Universal Life Ins.) - Lincoln National (formerly Jefferson Pilot Life Ins. Co.) - Vanguard Index Trust 500 Portfolio A

None None lnt./Div. None None Int./Div. M

L lneome Gain Codes: (See Columns BI and D4) 2. Value Codes (See Columns CI and D3) 3. Value Method Codes (See Column C2)

A =$1,000 or less F =$50~001 - $100,000 J =$15,000 or less N =$250,001 - $500,000 P3 =$25,000,001 - $50,000,000 Q =Appraisal U =Book Value

B =$1,001 - $2~500 G =$100,001 - $1,0001000 K=$15,001 - $50,000 O =$500,001 - $1,000,000 R -Cost (Real Eslate Only) V =Olher

C =$2,501 - $5,000 HI =$1,000,00i ~ $5,000~000 L =$50i001 $100i000 ....

D =$5,001 - $15,000 ~2 :More than $5;000,000 M --$I00 001 ~ $250;000

E =$15,001 - $50,000

P1 =$ ;ooo oo !$5 oo0;0oo P2~$~ 0oo ooi : $25 ooo ooo

P4 =MOre than $50,000~000 S =Assessment T =Cash Market W =Estimated

FINANCIAL DISCLOSURE REPORT Page 9 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 8/22/2011

VIII. ADDITIONAL INFORMATION OR EXPLANATIONS. (lndicate part of report.)

Section V Notes: (1) A few times each year, friends invite my spouse and me to sit with them at tables they have purchased at charity events. We occasionally invite friends to do the same, i.e.,join us at tables we have purchased for charity events. Since my confirmation, each time a friend has invited us to sit at his/her table, my husband has made a contribution to the organization hosting the event equal to or greater than the fair market value of two tickets to the event. Each time, the invitation has come from a close friend whose friendship long predated my nomination. A few of those friends are lawyers and could someday represent clients in my court. To my knowledge, none of those friends was a party or represented clients in my court at the time of the event at which we sat at their table.
Section VII Notes:

(1) Diamond Castle Partner IV, L.P. is a private equity fund that makes periodic capital calls. In response to capital calls, we invested an amount within category K on 114/10 and an amount within category J on 4128, 6/10, 8/26 and 11/2/10. (2) TPG Partners V, L.P. is a private equity fund that makes periodic capital calls. In response to capital calls, we invested an amount within category J on 2/I 7, 4/20, 5/20, 7/23, and 7/28/10. (3) Although~ left the employ ofVinson & Elkins, L.L.P. in 2006,~ continues to participate in the Vinson & Elkins, L.L.P. Retirement Plans A and B. These are individual account defined contribution plans qualified under I.R.C. Section 401(a). The contributions by the firm were fixed during~~ employment by the firm. Retirement Plan A has a salary reduction I.R.C. Section 401(k) feature. The Trustee of the Plan is JPMorgan Chase Bank, N.A., has no investment discretion with respect to the investments of this defined contribution plan, except for the after-tax contribution Houston, Texas. component as has the liminted discretion to choose any of a number of funds that are available. The General Investment Fund is mostly an equity fund managed by several outside investment advisors. I cannot determine how much of the change in total market value since last year was due to interest and/or dividends. JP Morgan Chase informed~ that they cannot provide me with this information. (4) Annual payment (beginning 1/15/15) of a fixed amount times years of service starting 1/1/95. Present value was provided by~ former law firm. (5) Wegoma Berkshire VII, L.P. is a private equity fund that makes periodic capital calls. In response to capital calls, we invested an amount within category J on 4/20, 7/28, and 12/8/10. (6) For the item in line 55, Pacific Life Insurance Co. says that it cannot provide the income for any year. Company representatives state that because I hold an interest in an index fund in which the cash value of an insurance policy has been invested, and not an individual taxable investment, there are no individual dividends or realized gains to report; all that is reported are gains or losses to the policy cash value. In addition, the company states, under applicable government regulations, an insurance policy is considered an asset, not an investment. (7) Nexus BT, LLLP was consolidated into Nexus Resources LLC effective 12/31/10. (8) The WG&M Partners Target Pension Plan was inadvertently omitted from the F.D.R. for 2009 and 2010.

FINANCIAL DISCLOSURE REPORT Page 10 of 10

Name of Person Reporting Atlas, Nancy Fo

Date of Report 8/22/2011

IX. CERTIFICATION.
1 certify that all information given above (including information pertaining to my spouse and minor or dependent children, if any) is accurate, true, and complete to the best of my knowledge and belief, and that any information not reported was withheld because it met applicable statutory provisions permitting non-disclosure.

I further certify that earned income from outside employment and honoraria and the acceptance of gifts which have been reported are in compliance with the provisions of 5 U.S.C. app. 501 et. seq., 5 U.S.C. 7353, and Judicial Conference regulations.

Signature: S/Nancy F. Atlas

NOTE: ANY INDIVIDUAL WHO KNOWINGLY AND WILFULLY FALSIFIES OR FAILS TO FILE THIS REPORT MAY BE SUBJECT TO CIVIL AND CRIMINAL SANCTIONS (5 U.S.C. app. 104)

Committee on Financial Disclosure Administrative Office of the United States Courts Suite 2-301 One Columbus Circle, N.E. Washington, D.C. 20544

FINANCIAL DISCLOSURE REPORT FOR CALENDAR YEAR 2010

1. Person Reporting (last name, first, middle initial) Atlas, Nancy F.
4. Title (Article 111 judges indicate active or senior status; magistrate judges indicate full- or part-time) Court or Organization U.S.D.C. - S.D. Tx. 5a. Report Type (check appropriate type) ] Nomination, [] Initial Date [] Annual [] Final

Report Required by the Ethics in Government Act of 1978 (5 U.S.C app. 101-111)

3. Date of Report 5/12/201 6. Reporting Period 01/01/2010 to 12/31/2010

U.S. District Judge, Active

] 5b. [] Amended Report

7. Chambers or Office Address United States District Court 515 Rusk Street, Room 9015 Houston, TX 77002

8. On the basis of the information contained in this Report and any modifications pertaining thereto, it is, in my opinion, in compliance with applicable la~vs and regulations. Reviewing Officer Date

IMPORTANT NOTES: The instructions accompanying this form must be followetL Complete all parts,
checking the NONE box for each part where you have no reportable information. Sign on last page.

I, P 0 S I T I 0 N S. ~R epo rting in dividual only; see pp. 9-13 of filing instructions.)

~-] NONE (No reportable positions.)
POSITION 1. 2. 3. 4. 5. 6. 7. Associate Member Co-Trustee Co-Trustee Co-Trustee Co-Trustee Co-Trustee Task Force Co-Chair NAME OF ORGANIZATION/ENTITY VICTORY (Houston American Cancer Society) Trust 1 Trust 2 Trust 3 Trust 4 Trust 5 American Bar Association Section of Litigation

II. AGREEMENTS. tgepo.ing individual only; see pv. 14-16 of filing instructions.)
NONE (No reportable agreements.) DATE
1. 2. 3.

PARTIES AND TERMS

Atlas, Nancy F. A

FINANCIA~ DIS(~LOSURE REPORT Page 2 of" 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 5/12/2011

IlL NON-INVESTMENT INCOME. (Reporting individual and spouse; see pp. 17-24 of filing instructions.)
A. Filers Non-lnvestment Income ~] NONE (No reportable non-investment income.) DATE SOURCE AND TYPE

INCOME (yours, not spouses)

2. 3. 4.

B. Spouses Non-Investment Income - lf you were married during anyportion of the reporting year, complete this section.
(Dollar amount not required except for honoraria.)

~-~

NONE (No reportable non-investment income.)

DATE SOURCE AND TYPE
Weft Gotshal & Manges, L.L.P. (Law Firm), Partner

1. 1/1-8/31 2. 3. 4.

IV. REIMBURSEMENTS - transportation, lodging, food, entertainment.

(Includes those to spouse and dependent children," see pp. 25-27 of filing instructions.)

~]

NONE (No reportable reimbursements.) SOURCE DATES

01/14-01/16/10

LOCATION
New Orleans, LA

PURPOSE
Winter Leadership Meeting

ITEMS PAID OR PROVIDED

transportation, lodging, and meals

1.

American Bar Association, Section of Litigation State Bar of Texas

2.

01/29/10

San Antonio, TX

Alternative Dispute Resolution Program Midyear Meeting

transportation, lodging

3.

American Bar Association, SCFJI

02/04-02/07/10

Orlando, FL

transportation, lodging, and meals

4. New York University

5. American Bar Association, SOL

03/25-03/26/10
04/22-04/24/10

New York, NY
New York, NY

Admitted Students Program transportation, lodging, meals

Annual Conference transportation, lodging

FINANCIA~ DISCLOSURE REPORT Page 3 of 10

6. American Bar Association, SCFJI Practicing Law Institute, American Bar Association, SCFJI American Bar Association, Section of Litigation 05/07-05/09/10

Name of Person Reporting Atlas, Nancy F.

Date of Report 5/12/2011

Washington, D.C

Spring Leadership Meeting

transportation, lodging

7. 8.

06/29-07/01/10 08/05-08/10/10

New York, NY San Francisco, CA

Speaking engagement Annual Meeting

transportation, meals transportation, meals

9.

09/30-10/02/10

Chicago, IL

Fall Leadership Meeting

transportation, lodging and meals

10. University of Texas at Austin, School of Law

10/28-10/29/10

Austin, TX

Patent Law Seminar

transportation, meals

FINANCIAL DISCLOSURE REPORT Page 4 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 5/12/2011

V. GIFTS. ancludes those to spouse and dependent children; see pp. 28-31 of filing instructions.)
D NONE (No reportable gifts.)
SOURCE
1. 2. 3. 4. 5. (Section V Note 1) See Section VIII

DESCRIPTION

VALUE $0.o

VI. LIABILITIES. (Includes those of spouse und dependent children; see pp. 32-33 of f!ling instructions.)
NONE (No reportable liabilities.) CREDITOR
1. 2. 3. 4. 5.

DESCRIPTION

VALUE CODE

FINANCIAL DISCLOSURE REPORT Page 5 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 5/12/2011

Vll. INVESTMENTS and TRUSTS - income, value, transactions (Includes those of spouse and dependent children; seepp. 34-60 of filing instructions.)
NONE (No reportable income, assets, or transactions.)
Description of Assets (including trust assets)

Place "(X)" after each asset exempt from prior disclosure

Income during reporting period II) (2) Amount Type (e.g., Code I div., rent~ (A-H) or int.)

Gross value at end of reporting period (1) (2) Value Value Code 2 Method Code 3 (J-P) (Q-W~ L
M

(1) .... Type (e.g., buy, sell, redemption)

:: : (3) " (4) (2) Value Gain Date mm/dd/yy Cod~ 2 Code 1 (J-P) (A-H)

(5) Identity of buyer/seller (if private transaction)

1.
2.

AXA Equitable Universal Life Insurance

BBVA Compass Bank, Houston, TX A

None
Interest

T
T

3.

Diamond Castle Partner IV, L.P. (FN 1) Diamond Castle Partner IV, Offshore Fund, L.P. Dreyfus 100% U.S. Treasury Money Market Fund Dreyfus Appreciation Fund

Int./Div. Int./Div. Dividend Int./Div. Int./Div. Int./Div. Interest None None None

M J M K O K L L

U U T T T T T T
Closed 10/12/101

B A A
A A

Sold

06/17/10 M

(part)

7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17.

IRA Rollover: Vanguard Treasury Money Market Fund IRA: Vanguard 500 Index Fund IRA: Vanguard Treasury Money Market Fund ITT Hartford Annuity JP Morgan Chase Bank MetLife Investors Group Inc. Nexus BT, LLLP (7) Nexus Resources LLC-Preferred Real Property, Travis County, TX Roth IRA (was IRA): Vanguard Treasury Money Market Fund Roth lRA (was IRA): Vanguard Small Cap Index Fund

T See Note 7

D E D

Int./Div. Int./Div. Rent Interest None K N J L U W T T Buy Sold (part) Buy

07/28/101 N
12/31/10 12/31/10 L L

I. Income Gain Codes: (See Columns BI and I)4) 2. Value Codes (See Columns C I and D3) 3. Value Method Codes (See Colunm C2)

A =$1,000 or less F =$50,001 - $i00,000 J =$15,000 or less N =$250.001 - $500,000 P3 =$25,000,001 - $50,000,000 Q =Appraisal U =Book Value

B =$1;001 2 $2;200 G =$100,001 = $I,000,000 K =$15,001 - $50,000 O =$500,001 - $1,000,000 R =Cost (Real Estate only) V =Other

C =$2,501 -$5,000 H 1 =$1,000,001 - $5,000,000 L =$50,001 ~ $100,000 P I =$ 1,000,001 - $5,000,000 P4 =More than $50,000;000 S =Assessment W =Estimated

D =$5,001 -$15,000 H2=Mote than $5;000,000 M=$100 00 . $250 000 P2 =$5;000,001 - $25,000,000 T =Cash Market

E =$]5,001- $50,000

FINANCIAL DISCLOSURE REPORT Page 6 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 5/12/2011

VII. INVESTMENTS and TRUSTS - i.come, value, transactions (Includes those of spouse and dependent children; see pp. 34-60 of f!ling instructions.)
NONE (No reportable income, assets, or transactions.)
A. Description of Assets (including trust assetsl

C.

D.

place "(X)" after each asset exempt from prior disclosure

O) (2) (1) Amount Type (e.g., Code 1 div., rent, (A-H) or int.)

(2) (l) (2) Value Value Code 2 Method Code 3 (J-P) (Q-W)

(4) (3) Gain Type(e.g.; Date : Nalue buy, sell;:: :. mm/dd/yy , Gode 2 Code 1 redemption) (J-P) (A-H)

"

(5~ Identity of buyer/seller (if private transaction)

18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34.

Roth IRA: Vanguard Money Market Roth IRA Rollover: Vanguard 500 Index Fund St. Clair, Patdcia & Kellee TD Ameritrade Money Market Acct. TPG Partners V, L.P. (FN 2) V&E 401(K): General Investments Fund fiN 3) V&E 401(K): JPM Prime Money Market Vinson & Elkins Capital Account Vinson & Elkins Pension Plan (FN 4) Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard Extended Market Index Fund Vanguard Federal Money Market Fund Vanguard Pacific Stock Index Fund Vanguard Treasury Money Market Fund Wegoma Berkshire VII, L.P. (FN 5) WG&M Capital Account A A A A A A E D A B A

None None Interest None Int./Div. None None Interest None Int./Div. Int./Div. Int./Div. Interest Int./Div. Int./Div. Int./Div. Interest J J O J L K N T T T T T U T K J L L Pl PI L N T T T U T T T W

Sold Buy

12/31/10 12/31/10

K K

Buy

12/21/10

Buy Sold

12/23/10 12/23/10

N N

(part)

(part)

Sold

07/15/10 N

1. lncome Gain Codesi (See Columns BI and D4) 2. Va,ue Codes (~e Columns C I and D3) 3. Value Method Codes (See Column C2)

A =$L000 or less F =$50,001 - $100,000 J =$151000 or less N =*250,001 - *500,000 P3 =$25,~0,001 - $50.000,0~ Q =App~i~l U =Book Value

B =$1,001 -$2,500 G =$100,001 - $1,000,000 K =$15,001- $50,000 O =$500,001- $1,000,000 R =Cost (Real Estate Only) V =Othcr

C =$2i501 ~ $5,000 H i ~11000160i ; $510001000 L =$50~00i : $ 00~000: Pl =$ 000,001 : *5,000~000 P4 =More than $50,000,000 S =AssesSment " W =Estimat~

D =$5,001 -$15,000 H2 ~M~ithan $~,b~0,000 ..... ~ ~$5;060;00i 2 S25 000,000 T --Cash Market

E =$15,001 -$50,000

FINANCIAL DISCLOSURE REPORT Page 7 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 5/12/2011

VII. INVESTMENTS and TRUSTS - income, value, transactions (Includes those of spouse and dependent children; seepp. 34-60 of filing instructions.)
NONE (No reportable income, assets, or transactions.)
Description of Assets

(including trust assets)

Place "(X)" after each asset exempt from prior disclosure

B. Income dunng reporting period (1) (2) Amount : Type (e.g., Code 1 div.,rent, (A-H) or int.)

C. Gross value at end of reporting period (1) Value Code2 (J-P) (2) Vatue Method Code 3 (Q-W)

D. Transactions during reporting period (1) (2) (3) (4) Type (e~g.; Date Value Gain Code 1 " bu3~,se!l~ inm/dd/yy Code2 r~demption) (J-P) (A-H) (5) Identity of buyer/seller (if private transaction)

35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. 46. 47. 48. 49.

WG&M Partners Target Pension Plan (8) TRUST I - Dreyfus Appreciation Fund TRUST 2 - BBVA Compass Bank, Houston, TX Acct. #4 - Vanguard Emerging Markets Stock Index Fund - Vanguard European Stock Index Fund - Vanguard Extended Market Index Fund -Vanguard Federal Money Market Fund - Vanguard Mid-Cap Index Fund - Vanguard Small-Cap Index Fund - Vanguard Index Trust 500 Portfolio TRUST 3 - BBVA Compass Bank, Houston, TX Acct. #5 - Vanguard European Stock Index Fund A A D

None Int./Div.

L N

W T

IntJDiv. Interest Int./Div. Int./Div. Int./Div. Interest Int./Div. Int./Div. Int./Div. lnt./Div. None Int./Div. Interest Int./Div.

50. -Vanguard Federal Money Market Fund 51. - Vanguard Mid-Cap Index Fund

1. lne0m~ Gain Codes: (See Columns BI and 134) 2. Value Codes (See Columns C1 and D3) 3. Value Method Codes (See Column C2)

A =$1 ;000 Or less F =$50,001 - $100,000 J =$15,000 or less N =$250,001 - $500,000 P3 =$25,000,001 - $50,000,000 Q =Appraisal U =Book Value

G =$100,001 - $1,000,000 K =$15,001 -$50,000 O =$500,001 - $1,(100,000 R =Cost (Rea! Estate Only) V =Other

C =$2,50! - $5,000 HI =$I,000,00i - $5i000,000 L --$50,001 - $100~000 P [ =$1,000,00 ! - $5,000,000 P4 =More than $50;000i000 S =Assessment W =Estimated

D =$5,001- $15,000 H2 =Morethan $5,000,000

E =$15,001 - $50,000

M=$100100~ -$250,000
P2=$5~000,001- $25,000,000 T =Cash Market

FINANCIAL DIS(~LOSURE REPORT Page 8 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 5/12/201 l

VII. INVESTMENTS and TRU STS - income, value, transactions (Includes those of spouse and dependent children; see pp. 34-60 o:filing instructions.)
NONE (No reportable income, assets, or transactions.)
A. Description of Assets (including trust assets) Place "(X)" after each asset exempt from prior disclosure B. Income during reporting period (1) Amount Code I (A-H~ (2) Type (e.g~, div., rent, or int.) C. Gross value at end of reporting period (2) (1) Value Value Code 2 Method (J~P) Code 3 (Q-w)
Transactions during reporting period

(l) Type (e.g., buy, sell, redemption)

(2) Date mrrddd/yy

(3 ~ Value Code 2 (J-P)

(4)
Gain Code 1 (A-H)

(5)
Identity of buyer/seller (if private transaction)

52. 53. 54. 55. 56. 57. 58. 59.

- Vanguard Small-Cap Index Fund TRUST 4 (FN 6) - BBVA Compass Bank, Houston, TX Acct. #6 - Pacific Life Ins. Co. (was "Mercury Equity Index Fund") TRUST 5 - American General Life Ins. Co. (Universal Life Ins.) - Lincoln National (formerly Jefferson Pilot Life Ins. Co.) - Vanguard Index Trust 500 Portfolio A

Int./Div. None None None lnt./Div. None None Int.{Div. M

N

1. lncome Gain c6dEsi (See Colunms BI and I)4) 2. Value Codes (See Columns CI and D3) 3. Value Method Codes (See Colunm C2)

~ ~$11000 or:ies~ : .... F =$50,001 - $100,000 J =$15,000 or less N =$250,001 - $500,000 P3 =$25,000,001 - $50,000,000 Q =Appraisal U =Book Value

B =$!,001 =$2,500 G :$100,001 - $1,000,000 K =$15,001 - $50;000 O =$500,001 - $I,000,000 R =Cost (Real Estate Only) V =Other

C =$2,501 -$5,000 H 1 =$ 1,000,00 ! - $5,000,000 L =$50,001 - $100,000 P1 =$1,000,001-$5,000,000 p4 =More than $50,000,000 S =Assessment W =Estimated

D =$5,001 - $15,000 H2 =More than $5,000,000 M =$100,001 - $250,000 P2 =$5,000,001 - $25,000,000 T =Cash Market

E =$15,001-$50,000

FINANCIAL DISCLOSURE REPORT Page 9 of 10

Name of Person Reporting Atlas, ~ancy F.

Date of Report 5/12/2011

VIII. ADDITIONAL INFORMATION OR EXPLANATIONS. (lndicate part of report.)

Section V Notes: (1) A few times each year, friends invite my spouse and me to sit with them at tables they have purchased at charity events. We occasionally invite friends to do the same, i.e.,join us at tables we have purchased for charity events. Since my confirmation, each time a friend has invited us to sit at his/her table, my husband has made a contribution to the organization hosting the event equal to or greater than the fair market value of two tickets to the event. Each time, the invitation has come from a close friend whose friendship long predated my nomination. A few of those friends are lawyers and could someday represent clients in my court. To my knowledge, none of those friends was a party or represented clients in my court at the time of the event at which we sat at their table. Section VII Notes: (1) Diamond Castle Partner IV, L.P. is a private equity fund that makes periodic capital calls. In response to capital calls, we invested an amount within category K on 1/4/10 and an amount within category J on 4/28, 6/10, 8/26 and 11/2/10. (2) TPG Partners V, L.P. is a private equity fund that makes periodic capital calls. In response to capital calls, we invested an amount within category J on 2/17, 4/20, 5/20, 7/23, and 7/28/10. (3) Although~ let~ the employ of Vinson & Elkins, L.L.P. in 2006,~ continues to participate in the Vinson & Elkins, L.L.P. Retirement Plans A and B. These are individual account defined contribution plans qualified under I.R.C. Section 401(a). The contributions by the firm were fixed during~ employment by the firm. Retirement Plan A has a salary reduction I.R.C. Section 401(k) feature. The Trustee of the Plan is JPMorgan Chase Bank, N.A., Houston, Texas. ~ has no investment discretion with respect to the investments of this defined contribution plan, except for the after-tax contribution component as to which he has the liminted discretion to choose any of a number of funds that are available. The General Investment Fund is mostly an equity fund managed by several outside investment advisors. I cannot determine how much of the change in total market value since last year was due to interest and/or dividends. JP Morgan Chase informed~ that they cannot provide me with this information. (4) Annual payment (beginning 1/15/15) of a fixed amount times years of service starting 1/1/95. Present value was provided by~ former law finn. (5) Wegoma Berkshire Vll, L.P. is a private equity fund that makes periodic capital calls. In response to capital calls, we invested an amount within category J on 4/20, 7/28, and 12/8/10. (6) For the item in line 55, Pacific Life Insurance Co. says that it cannot provide the income for any year. Company representatives state that because I hold an interest in an index fund in which the cash value of an insurance policy has been invested, and not an individual taxable investment, there are no individual dividends or realized gains to report; all that is reported are gains or losses to the policy cash value. In addition, the company states, under applicable government regulations, an insurance policy is considered an asset, not an investment. (7) Nexus BT, LLLP was consolidated into Nexus Resources LLC effective 12/31/10. (8) The WG&M Partners Target Pension Plan was inadvertently omitted from the F.D.R. for 2009 and 2010.

FINANCIAL DISCLOSURE REPORT Page 10 of 10

Name of Person Reporting Atlas, Nancy F.

Date of Report 5/12/2011

IX. CERTIFICATION.
I certify that all information given above (including information pertaining to my spouse and minor or dependent children, if any) is accurate, true, and complete to the best of my knowledge and belief, and that any information not reported was withheld because it met applicable statutory provisions permitting non-disclosure. 1 further certify that earned income from outside employment and honoraria and the acceptance of gifts which have been reported are in compliance with the provisions of 5 U.S.C. app. 501 et. seq., 5 U.S.C. 7353, and Judicial Conference regulations.

Signature: S] Nancy F. Atlas

NOTE: ANY INDIVIDUAL WHO KNOWINGLY AND WILFULLY FALSIFIES OR FAILS TO FILE THIS REPORT MAY BE SUBJECT TO CIVIL AND CRIMINAL SANCTIONS (5 U.S.C. app. 104)

Committee on Financial Disclosure Administrative Office of the United States Courts Suite 2-301 One Columbus Circle, N.E. Washington, D.C. 20544