HANOVER INSURANCE GROUP, INC. 10-Q

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Issuer Purchases of Equity Securities Shares purchased in the third quarter of 2020 are as follows: Total Number of Approximate Dollar Value of Shares Purchased as Shares That May Yet Part of Publicly be Purchased Under the Total Number of Average Price Announced Plans or Plans or Programs Period Shares Purchased ( 1) Paid per Share Programs (in millions) July 1 - 31, 2020 154,917 $ 97.12 154,469 $ 272 August 1 - 31, 2020 72,241 103.66 72,033 265 September 1 - 30, 2020 237,019 95.18 236,800 242 Total 464,177 $ 97.15 463,302 $ 242 (1) Includes 448 shares, 208 shares and 219 shares withheld to satisfy tax withholding amounts due from employees related to the receipt of stock which resulted from the exercise or vesting of equity awards for the months ended July 31, August 31 and September 30, 2020, respectively. 52 Table of Contents ITEM 6 – EXHIBITS EX – 4.1 Second Supplemental Indenture dated as of August 24, 2020, between The Hanover Insurance Group, Inc. and U.S. Bank National Association, as trustee, supplementing the Base Indenture dated as of April 8, 2016, incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the SEC on August 24, 2020. EX – 4.2 Form of Security Certificate representing The Hanover Insurance Group, Inc.’s $300 million aggregate principal amount of 2.500% Notes due 2030 (included in Exhibit 4.2 and incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the SEC on August 24, 2020). EX – + 10.1 The Hanover Insurance Group, Inc. Second Amended and Restated 2014 Employee Stock Purchase Plan. EX – 31.1 Certification of the Chief Executive Officer, pursuant to 15 U.S.C. 78m, 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. EX – 31.2 Certification of the Chief Financial Officer, pursuant to 15 U.S.C. 78m, 78o(d), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. EX – 32.1 Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. EX – 32.2 Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. EX – 101 The following materials from The Hanover Insurance Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Consolidated Statements of Income for the three and nine months ended September 30, 2020 and 2019; (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2020 and 2019; (iii) Consolidated Balance Sheets at September 30, 2020 and December 31, 2019; (iv) Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2020 and 2019; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019, and (vi) related notes to these financial statements. EX – 104 The cover page from The Hanover Insurance Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in iXBRL (embedded within EX – 101). + Management contract or compensatory plan or arrangement 53 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The Hanover Insurance Group, Inc. Registrant October 28, 2020 /s/ John C. Roche Date John C. Roche President, Chief Executive Officer and Director October 28, 2020 /s/ Jeffrey M. Farber Date Jeffrey M. Farber Executive Vice President and Chief Financial Officer 54