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 second quarter of 2021 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) April 1 - 30, 2021 298,952 $ 134.01 298,508 $ 38 May 1 - 31, 2021 (2) 87,228 139.47 86,366 426 June 1 - 30, 2021 156,869 135.64 156,767 405 Total 543,049 $ 135.36 541,641 $ 405 (1) Includes 444 shares, 862 shares and 102 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 April 30, May 31 and June 30, 2021, respectively. (2) The Board of Directors authorized a $400 million increase in May 2021 to the then $900 million stock repurchase program previously authorized by the Board of Directors, providing for aggregate repurchases of up to $1.3 billion. 48 Table of Contents ITEM 6 – EXHIBITS EX – 10.1+ The Hanover Insurance Group Cash Balance Pension Plan, as amended, previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on October 31, 2019 and incorporated herein by reference. 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 June 30, 2021 formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Consolidated Statements of Income for the three and six months ended June 30, 2021 and 2020; (ii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2021 and 2020; (iii) Consolidated Balance Sheets at June 30, 2021 and December 31, 2020; (iv) Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2021 and 2020; (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020, 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 June 30, 2021, formatted in iXBRL (embedded within EX – 101). + Management contract or compensatory plan or arrangement. 49 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 July 28, 2021 /s/ John C. Roche Date John C. Roche President, Chief Executive Officer and Director July 28, 2021 /s/ Jeffrey M. Farber Date Jeffrey M. Farber Executive Vice President and Chief Financial Officer 50