The Company's primary plan used for granting equity compensation awards is the Company's 2017 Equity Incentive Plan (the "2017 Plan").


	Fiscal Year Ended March 31,
	2022		2021		2020
	(In millions)
Cost of sales	$	24	$	20	$	15
Selling, general and administrative expenses	67		59		56
Total share-based compensation expense	$	91	$	79	$	71

Cash flows resulting from excess tax benefits (tax benefits related to the excess of proceeds from employee exercises of share options over the share-based compensation cost recognized for those options) are classified as operating cash flows. During fiscal years 2022, 2021 and 2020, the Company did not recognize any excess tax benefits as an operating cash inflow.

As of March 31, 2022, the Company had approximately 19.4 million shares available for grant under the 2017 Plan. The Company no longer issues options to employees under all plans. The number of outstanding and exercisable options are immaterial and the compensation cost related to options granted to employees under all plans has been fully recognized as of March 31, 2022.

The Company also grants restricted share unit ("RSU") awards under its 2017 Plan. RSU awards are rights to acquire a specified number of ordinary shares for no cash consideration in exchange for continued service with the Company. RSU awards generally vest in installments over a two to four-year period and unvested RSU awards are generally forfeited upon termination of employment.

As of March 31, 2022, the total unrecognized compensation cost related to unvested RSU awards under all plans was approximately $148.4 million. These costs will be amortized generally on a straight-line basis over a weighted-average period of approximately 2.0 years. Approximately $16.0 million of the total unrecognized compensation cost is related to RSU awards granted to certain key employees whereby vesting is contingent on meeting certain market conditions. Approximately $5.5 million of the total unrecognized compensation cost is related to RSU awards granted to certain key employees whereby vesting is contingent on meeting certain performance conditions.

Valuation and Amortization Method—The fair market value of RSU awards granted, other than those awards with a market condition, is the closing price of the Company's ordinary shares on the date of grant and is generally recognized as compensation expense on a straight-line basis over the respective vesting period.

Valuation and Amortization Method—The Company estimates the fair value of RSU awards granted under the 2017 Plan whereby vesting is contingent on meeting certain market conditions using Monte Carlo simulation. This fair value is then amortized on a straight-line basis over the vesting period, which is the service period.

Expected volatility of Flex—Volatility used in a Monte Carlo simulation is derived from the historical volatility of Flex's stock price over a period equal to the service period of the RSU awards granted. The service period is three years for those RSU awards granted in fiscal years 2022, 2021, and 2020.

Average peer volatility—Volatility used in a Monte Carlo simulation is derived from the historical volatilities of Flex's peer companies for the RSU awards granted in fiscal years 2022, and volatility used in a Monte Carlo simulation is derived from the historical volatility of the Standard and Poor's ("S&P") 500 index for the RSU awards granted in fiscal years 2021 and 2020.

Average Peer Correlation—Correlation coefficients were used to model the movement of Flex's stock price relative to Flex's peer companies for the RSU awards granted in fiscal years 2022, and correlation coefficients were used to model the movement of Flex's stock price relative to the S&P 500 index for the RSU awards granted in fiscal years 2021 and 2020.

Expected Dividend —The Company has never paid dividends on its ordinary shares and accordingly the dividend yield percentage is zero for all periods.

Risk-Free Interest Rate assumptions—The Company bases the risk-free interest rate used in the Monte Carlo simulation on the implied yield currently available on U.S. Treasury constant maturities issued with a term equivalent to the expected term of the RSU awards.

The fair value of the Company's RSU awards under the 2017 Plan, whereby vesting is contingent on meeting certain market conditions, for fiscal years 2022, 2021, and 2020 was estimated using the following weighted-average assumptions:


	Fiscal Year Ended March 31,
	2022		2021		2020
Expected volatility	54.6	%	52.8	%	38.8	%
Average peer volatility	39.8	%	35.9	%	24.9	%
Average peer correlation	0.4		0.7		0.5
Expected dividends	—	%	—	%	—	%
Risk-free interest rate	0.3	%	0.3	%	1.8	%

Cash received from option exercises under all plans, which was reflected within other financing activities in the consolidated statement of cash flows, was immaterial for fiscal years 2022, 2021, and 2020.

The following table summarizes the Company's RSU award activity under all plans ("Price" reflects the weighted-average grant-date fair value):


	Fiscal Year Ended March 31,
	2022			2021			2020
	Shares	Price		Shares	Price		Shares	Price
Unvested RSU awards outstanding, beginning of fiscal year	17,308,625	$	11.14	16,050,640	$	11.87	14,903,886	$	13.76
Granted	7,276,643	18.48		10,982,109	11.04		8,259,272	9.81
Vested	(5,933,605)	10.87		(5,520,005)	11.64		(4,222,524)	13.33
Forfeited	(1,632,104)	12.42		(4,204,119)	11.92		(2,889,994)	12.89
Unvested RSU awards outstanding, end of fiscal year	17,019,559	$	14.13	17,308,625	$	11.14	16,050,640	$	11.87

Of the 7.3 million unvested RSU awards granted in fiscal year 2022, approximately 6.4 million are plain-vanilla unvested RSU awards with no performance or market conditions with an average grant date price of $18.02 per share. Further, approximately 0.4 million of these unvested RSU awards granted in fiscal year 2022 represents the target amount of grants made to certain key employees whereby vesting is contingent on certain market conditions, with an average grant date fair value estimated to be $25.86 per award calculated using a Monte Carlo simulation. Vesting information for these shares is further detailed in the table below.

Of the 17.0 million unvested RSU awards outstanding under all plans as of the fiscal year ended March 31, 2022, approximately 2.9 million unvested RSU awards represent the target amount of grants made to certain key employees whereby vesting is contingent on meeting certain market conditions summarized as follows:


	Targeted number of awards as of March 31, 2022 (in shares)				Range of shares that may be issued (1)
		Average grant date fair value (per share)
				Assessment dates
Year of grant					Minimum	Maximum
Fiscal 2022	409,526	$	25.86		—	819,052	June 2024
Fiscal 2021	1,243,848	15.03			—	2,487,696	June 2023
Fiscal 2020	1,200,639	11.92			—	2,401,278	June 2022
Totals	2,854,013					5,708,026

(1) Vesting ranges from zero to 200% based on measurement of Flex's total shareholder return against Flex's peer companies for RSU awards granted in fiscal year 2022 and based on measurement of Flex's total shareholder return against the Standard and Poor's ("S&P") 500 Composite Index for RSU awards granted in fiscal years 2021 and 2020.

The Company will continue to recognize share-based compensation expense for awards with market conditions regardless of whether such awards will ultimately vest. During fiscal year 2022, no shares vested in connection with the RSU awards with market conditions granted in fiscal year 2019.

Approximately 0.4 million of these unvested RSU awards granted in fiscal year 2022 represents the target amount of grants made to certain key employees whereby vesting is contingent on certain performance conditions, with an average grant date price of $18.24 per share. Vesting information for these shares is further detailed in the table below.

Of the 17.0 million unvested RSU awards outstanding under all plans as of the fiscal year ended March 31, 2022, approximately 0.4 million unvested RSU awards represent the target amount of grants made to certain key employees whereby vesting is contingent on meeting certain performance conditions summarized as follows:

Targeted
number of
awards as of
March 31, 2022
(in shares)

Range of shares
that may be issued (1)

Average
grant date
fair value
(per share)

Assessment date

Year of grant

Minimum

Maximum

Fiscal 2022

409,524

18.24

—

819,048

Mar 2024

The total intrinsic value of RSU awards vested under all the Company's plans was $108.1 million, $68.6 million and $41.7 million during fiscal years 2022, 2021 and 2020, respectively, based on the closing price of the Company's ordinary shares on the date vested.