−Removed: We have described in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”) the primary risks related to our business and securities and periodically update those risks.
−Removed: Provided below is an update to our risk factors as previously disclosed in the 2019 Form 10-K.
−Removed: The novel Coronavirus Disease 2019 ("COVID-19") pandemic is adversely affecting us and our customers, employees and third-party service providers, and the adverse impacts on our business, financial position, operations and prospects have been and are expected to continue to be significant.
−Removed: The spread of COVID-19 has created a global public health crisis that has resulted in unprecedented uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally.
−Removed: Governmental responses to the pandemic have included orders closing businesses not deemed essential and directing individuals to restrict their movements, observe social distancing and shelter in place.
−Removed: These actions, together with responses to the pandemic by businesses and individuals, have resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses that have led to loss of revenues and a rapid increase in unemployment, material decreases in oil and gas prices and in business valuations, disrupted global supply chains, market downturns and volatility, changes in consumer behavior related to pandemic fears, related emergency response legislation and an expectation that Federal Reserve policy will maintain a low interest rate environment for the foreseeable future.
−Removed: These changes have a significant adverse effect on the markets in which we conduct our business and the demand for our products and services.
−Removed: Business and consumer customers of the Bank are experiencing varying degrees of financial distress, which is expected to increase over coming months and will likely adversely affect their ability to timely pay interest and principal on their loans and the value of the collateral securing their obligations.
−Removed: This in turn has influenced the recognition of credit losses in our loan portfolios and has increased our allowance for credit losses, particularly as businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses.
−Removed: Disruptions to our customers' businesses could also result in declines in, among other things, wealth management revenue.
−Removed: These developments as a consequence of the pandemic are materially impacting our business and the businesses of our customers and are expected to have a material adverse effect on our financial results for 2020, as evidenced by our first and second quarter results.
−Removed: In order to protect the health of our customers and employees, and to comply with applicable government directives, we have modified our business practices, including restricting employee travel, directing employees to work from home insofar as is possible, cancelling in-person meetings and implementing our business continuity plans and protocols to the extent necessary.
−Removed: We may take further such actions that we determine are in the best interest of our employees, customers and communities or as may be required by government order.
−Removed: These actions in response to the COVID-19 pandemic, and similar actions by our vendors and business partners, have not materially impaired our ability to support our employees, conduct our business and serve our customers, but there is no assurance that these actions will be sufficient to successfully mitigate the risks presented by
−Removed: COVID-19 or that our ability to operate will not be materially affected going forward.
−Removed: For instance, our business operations may be disrupted if key personnel or significant portions of our employees are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the COVID-19 pandemic.
−Removed: Similarly, if any of our vendors or business partners become unable to continue to provide their products and services, which we rely upon to maintain our day-to-day operations, our ability to serve our customers could be impacted.
−Removed: COVID-19 does not yet appear to be contained and could affect significantly more households and businesses.
−Removed: Given the ongoing and dynamic nature of the circumstances, it is not possible to accurately predict the extent, severity or duration of these conditions or when normal economic and operating conditions will resume.
−Removed: For this reason, the extent to which the COVID-19 pandemic affects our business, operations and financial condition, as well as our regulatory capital and liquidity ratios and credit ratings, is highly uncertain and unpredictable and depends on, among other things, new information that may emerge concerning the scope, duration and severity of the COVID-19 pandemic and actions taken by governmental authorities and other parties in response to the pandemic.
−Removed: If the pandemic is prolonged, the adverse impact on the markets in which we operate and on our business, operations and financial condition is likely to deepen.
−Removed: Material risks relating to our business that are enhanced due to the COVID-19 pandemic are addressed at Item 1A Risk Factors in the 2019 Form 10-K under the headings:
−Removed: We must effectively manage our credit risk .
−Removed: A significant portion of our assets consists of commercial loans.
−Removed: A significant portion of our loans are secured by commercial and residential real estate .
−Removed: Our future profitability depends, to a significant extent, upon our middle market business customers .
−Removed: We must maintain an appropriate allowance for credit losses .
−Removed: Changes in accounting standards, including the implementation of Current Expected Credit Loss methodology for 2020, could materially affect how we report our financial results.
−Removed: Our business is concentrated in Texas;
−Removed: our energy industry exposure could adversely affect our performance .
−Removed: Our business faces unpredictable economic and business conditions.
−Removed: Our growth plans are dependent on the availability of capital and funding .
−Removed: We must effectively manage our liquidity risk .
−Removed: We, our vendors and customers must effectively manage our information systems risk.
−Removed: Our operations rely extensively on a broad range of external vendors.
−Removed: We must effectively manage our interest rate risk .
−Removed: Our risk management strategies and processes may not be effective;
−Removed: our controls and procedures may fail or be circumvented.
−Removed: We must effectively manage counterparty risk.
−Removed: We must maintain adequate regulatory capital to support our business objectives.
−Removed: We are dependent on funds obtained from borrowing or capital transactions or from our Bank to fund our operations.
+Added: There have been no material changes in the risk factors previously disclosed in the June 30, 2020 Quarterly Report on Form 10-Q and the 2019 Form 10-K.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
−Removed: Mutual Termination Agreement dated as of May 22, 2020, between Texas Capital Bancshares, Inc.
−Removed: and Independent Bank Group, Inc.
−Removed: which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 26, 2020
−Removed: Letter Agreement dated as of May 25, 2020, between C.
−Removed: Keith Cargill and Texas Capital Bancshares, Inc.
−Removed: which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 26, 2020
+Added: Amended and Restated Bylaws of Texas Capital Bancshares, Inc.*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act*
12 unchanged sentences
TEXAS CAPITAL BANCSHARES, INC.
−Removed: July 24, 2020
+Added: October 22, 2020
/s/ Julie Anderson
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.