Covetrus (CVET) 10-Q 6 May 21 2021 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2021	Apr. 30, 2021
Entity [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	001-38794
Entity Registrant Name	COVETRUS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-1448706
Entity Address, Address Line One	7 Custom House Street
Entity Address, City or Town	Portland
Entity Address, State or Province	ME
Entity Address, Postal Zip Code	04101
City Area Code	888
Local Phone Number	280-2221
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	CVET
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		136,589,404
Amendment Flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Entity Central Index Key	0001752836
Current Fiscal Year End Date	--12-31

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 211	$ 290
Accounts receivable, net of allowance of $5 and $5	518	507
Inventories, net	555	530
Other receivables	87	67
Prepaid expenses and other	51	37
Total current assets	1,422	1,431
Non-current assets:
Property and equipment, net of accumulated depreciation of $112 and $106	118	116
Operating lease right-of-use assets, net	111	117
Goodwill	1,187	1,187
Other intangibles, net of accumulated amortization of $497 and $470	516	555
Investments and other	86	90
Total assets	3,440	3,496
Current liabilities:
Accounts payable	416	405
Current maturities of long-term debt and other borrowings	17	1
Accrued payroll and related liabilities	57	67
Accrued taxes	29	37
Other current liabilities	163	181
Total current liabilities	682	691
Non-current liabilities:
Long-term debt and other borrowings, net	1,054	1,068
Deferred income taxes	23	28
Other liabilities	125	136
Total liabilities	1,884	1,923
Commitments and Contingencies
Mezzanine equity:
Redeemable non-controlling interest	36	36
Shareholders' equity:
Common stock, $0.01 par value per share, 675,000,000 shares authorized; 136,342,036 shares issued and outstanding as of March 31, 2021; 136,017,964 shares issued and outstanding as of December 31, 2020	1	1
Accumulated other comprehensive loss	(75)	(66)
Additional paid-in capital	2,637	2,629
Accumulated deficit	(1,043)	(1,027)
Total shareholders’ equity	1,520	1,537
Total liabilities, mezzanine equity, and shareholders’ equity	$ 3,440	$ 3,496

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - Parenthetical - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accounts receivable, reserves	$ 5	$ 5
Property and equipment, accumulated depreciation	112	106
Other intangibles, accumulated amortization	$ 497	$ 470
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	675,000,000	675,000,000
Common stock, shares issued (in shares)	136,342,036	136,017,964
Common stock, shares outstanding (in shares)	136,342,036	136,017,964

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Net sales	$ 1,102	$ 1,065
Cost of sales	892	863
Gross profit	210	202
Operating expenses:
Selling, general and administrative	213	222
Operating income (loss)	(3)	(20)
Other income (expense):
Interest income	0	0
Interest expense	(9)	(14)
Other, net	0	(1)
Income (loss) before taxes and equity in earnings of affiliates	(12)	(35)
Income tax benefit (expense)	(4)	2
Net income (loss)	(16)	(33)
Net (income) loss attributable to redeemable non-controlling interests	0	0
Net income (loss) attributable to Covetrus	$ (16)	$ (33)
Earnings (loss) per share attributable to Covetrus:
Basic (in usd per share)	$ (0.11)	$ (0.30)
Diluted (in usd per share)	$ (0.11)	$ (0.30)
Weighted-average common shares outstanding:
Basic (in shares)	136	112
Diluted (in shares)	136	112

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (16)	$ (33)
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)	(11)	(22)
Gain (loss) on derivative instruments	2	(8)
Total other comprehensive income (loss)	(9)	(30)
Comprehensive income (loss)	(25)	(63)
Comprehensive (income) loss attributable to redeemable non-controlling interests:
Net (income) loss	0	0
Foreign currency translation (gain) loss	(1)	(1)
Comprehensive (income) loss attributable to redeemable non-controlling interests	(1)	(1)
Comprehensive income (loss) attributable to Covetrus	$ (26)	$ (64)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Millions	Total	Common Stock	Accumulated Other Comprehensive Income (Loss)	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2019		111,620,507
Beginning balance at Dec. 31, 2019	$ 1,253	$ 1	$ (86)	$ 2,339	$ (1,001)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) attributable to Covetrus	(33)				(33)
Issuance of shares in connection with share-based compensation plans, net of shares withheld for taxes (in shares)		233,932
Issuance of shares in connection with share-based compensation plans, net of shares withheld for taxes	0			0
Share-based compensation	9			9
Other comprehensive income (loss)	(30)		(30)
Ending balance (in shares) at Mar. 31, 2020		111,854,439
Ending balance at Mar. 31, 2020	$ 1,199	$ 1	(116)	2,348	(1,034)
Beginning balance (in shares) at Dec. 31, 2020	136,017,964	136,017,964
Beginning balance at Dec. 31, 2020	$ 1,537	$ 1	(66)	2,629	(1,027)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss) attributable to Covetrus	(16)				(16)
Issuance of shares in connection with share-based compensation plans, net of shares withheld for taxes (in shares)		324,072
Issuance of shares in connection with share-based compensation plans, net of shares withheld for taxes	(3)			(3)
Share-based compensation	11			11
Other comprehensive income (loss)	$ (9)		(9)
Ending balance (in shares) at Mar. 31, 2021	136,342,036	136,342,036
Ending balance at Mar. 31, 2021	$ 1,520	$ 1	$ (75)	$ 2,637	$ (1,043)

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net income (loss)	$ (16)	$ (33)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation and amortization	43	40
Amortization of right-of-use assets	3	6
Gain on sale of property and equipment	0	(1)
Share-based compensation expense	11	9
Benefit for deferred income taxes	(3)	(5)
Amortization of debt issuance costs	1	1
Other	3	1
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	(18)	(112)
Inventories, net	(33)	44
Other assets and liabilities	(51)	5
Accounts payable and accrued expenses	1	(31)
Net cash provided by (used for) operating activities	(59)	(76)
Cash flows from investing activities:
Purchases of property and equipment	(13)	(11)
Proceeds from sale of property and equipment	0	4
Net cash provided by (used for) investing activities	(13)	(7)
Cash flows from financing activities:
Proceeds from revolving credit facility	0	190
Principal payments of debt	0	(17)
Debt issuance and amendment costs	0	(5)
Issuance of common shares in connection with share-based compensation plans, net of shares withheld for taxes	(2)	0
Acquisition payment	0	(9)
Acquisitions of non-controlling interests in subsidiaries	(1)	0
Net cash provided by (used for) financing activities	(3)	159
Effect of exchange rate changes on cash and cash equivalents	(4)	(1)
Net change in cash and cash equivalents	(79)	75
Cash and cash equivalents, beginning of period	290	130
Cash and cash equivalents, end of period	211	205
Supplemental disclosures of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 3	$ 46

Business Overview and Significa

Business Overview and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Overview and Significant Accounting Policies	1. BUSINESS OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES Business We are a global animal-health technology and services company dedicated to supporting the companion, equine, and large-animal veterinary markets. Basis of Presentation and Principles of Consolidation The accompanying balance sheet as of December 31, 2020, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2021, have been prepared in accordance with applicable rules and regulations of the SEC for interim financial reporting. Pursuant to those rules and regulations, we omitted certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP. In our opinion, the accompanying condensed consolidated financial statements reflect all recurring adjustments and transactions necessary for a fair statement of our financial position, results of operations, and cash flows for the interim periods presented. Such operating results are not necessarily indicative of annual or future results. These condensed consolidated financial statements and notes should be read in conjunction with the Form 10-K filed with the SEC on March 1, 2021. The accompanying unaudited condensed consolidated financial statements include the operations of the Company, as well as those of our wholly-owned and majority-owned subsidiaries from their respective dates of inception or acquisition. All significant intercompany transactions and balances were eliminated in consolidation. Investments in unconsolidated affiliates, which are 20% to 50.01% owned, or investments of less than 20% in which we could influence the operating or financial decisions, are accounted for under the equity method. Accounting Pronouncements • As of January 1, 2021, we adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which removes specific technical exceptions to general principles found in Topic 740, items that often produce information that investors have difficulty understanding and simplifies the accounting for income taxes. The adoption of this ASU did not have a material impact on the results of our condensed consolidated financial statements. • ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference LIBOR. The standard is currently effective and upon adoption may be applied prospectively to contract modifications made on or before December 31, 2022. Our debt agreements and interest rate swaps that utilize LIBOR have not yet discontinued the use of LIBOR and, therefore, this ASU is not yet effective for us. Because our interest rate swaps mature on July 31, 2021, we do not expect an accounting burden, or the relief provided by this ASU for hedging relationships, to impact the results of our condensed consolidated financial statements. The banking syndicate associated with our Credit Facilities intends to cease using the 1-week and 2-month USD LIBOR at the end of 2021, with the other USD Tenors to cease June 30, 2023. We will continue to monitor, and, to the extent our Credit Facilities require amendment to reflect a replacement rate prior to December 31, 2022, we will evaluate the benefits of adopting this ASU.

Segment Data

Segment Data	3 Months Ended
	Mar. 31, 2021
Segment Reporting [Abstract]
Segment Data	2. SEGMENT DATA The following tables reflect our segment and Corporate information and reconciles Adjusted EBITDA for reportable segments to consolidated Net income (loss) attributable to Covetrus: At and For the Three Months Ended March 31, 2021 North America Europe APAC & Emerging Markets Corporate Eliminations Total Net sales $ 635 $ 361 $ 112 $ — $ (6) $ 1,102 Adjusted EBITDA $ 52 $ 21 $ 10 $ (26) $ — $ 57 Total assets $ 2,948 $ 672 $ 189 $ 1,216 $ (1,585) $ 3,440 Reconciliation of Net income (loss) attributable to Covetrus to Adjusted EBITDA: Net income (loss) attributable to Covetrus $ (16) Plus: Depreciation and amortization 43 Plus: Interest expense, net 9 Plus: Income tax (benefit) expense 4 Earnings (loss) before interest, taxes, depreciation, and amortization 40 Plus: Share-based compensation 11 Plus: Strategic consulting 2 Plus: Transaction costs (a) 1 Plus: Formation of Covetrus (b) 2 Plus: Equity method investment and non-consolidated affiliates (c) 1 Adjusted EBITDA $ 57 (a) Includes legal, accounting, tax, and other professional fees incurred in connection with acquisitions and divestitures (b) Includes professional and consulting fees, and other costs incurred in connection with the separation from Former Parent and establishing Covetrus as an independent public company (c) Includes the proportionate share of the adjustments to EBITDA of consolidated and non-consolidated affiliates where Covetrus ownership is less than 100% At and For the Three Months Ended March 31, 2020 North America Europe APAC & Emerging Markets Corporate Eliminations Total Net sales $ 550 $ 422 $ 95 $ — $ (2) $ 1,065 Adjusted EBITDA $ 41 $ 18 $ 7 $ (18) $ — $ 48 Total assets $ 3,063 $ 725 $ 128 $ 787 $ (1,216) $ 3,487 Reconciliation of Net income (loss) attributable to Covetrus to Adjusted EBITDA: Net income (loss) attributable to Covetrus $ (33) Plus: Depreciation and amortization 40 Plus: Interest expense, net 14 Plus: Income tax (benefit) expense (2) Earnings (loss) before interest, taxes, depreciation, and amortization 19 Plus: Share-based compensation 9 Plus: Strategic consulting 4 Plus: Transaction costs (a) 7 Plus: Separation programs and executive severance 1 Plus: IT infrastructure (b) 1 Plus: Formation of Covetrus (c) 6 Plus: Capital Structure 1 Adjusted EBITDA $ 48 (a) Includes legal, accounting, tax, and other professional fees incurred in connection with acquisitions and divestitures (b) Includes certain IT infrastructure expenses necessary to establish ourselves as a newly public company (c) Includes professional and consulting fees, duplicative costs associated with transition service agreements, and other costs incurred in connection with the separation from Former Parent and establishing Covetrus as an independent public company See Note 3 - Revenue from Contracts with Customers for our revenue disaggregated by major product category and reportable segment.

Revenue from Contracts with Cus

Revenue from Contracts with Customers	3 Months Ended
	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Revenue from Contracts with Customers	3. REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The tables below present our revenue disaggregated by major product category and reportable segment. Three Months Ended March 31, 2021 Supply Chain Services Software Services Prescription Management Eliminations Total North America $ 525 $ 20 $ 112 $ (22) $ 635 Europe 364 3 — (6) 361 APAC & Emerging Markets 109 3 — — 112 Eliminations (6) — — — (6) Total Net sales $ 992 $ 26 $ 112 $ (28) $ 1,102 Three Months Ended March 31, 2020 Supply Chain Services Software Services Prescription Management Eliminations Total North America $ 462 $ 20 $ 84 $ (16) $ 550 Europe 424 2 — (4) 422 APAC & Emerging Markets 93 2 — — 95 Eliminations (2) — — — (2) Total Net sales $ 977 $ 24 $ 84 $ (20) $ 1,065 Contract Assets and Contract Liabilities Contract asset balances as of March 31, 2021 and December 31, 2020 were not material. There have been no material changes in our current portion of contract liabilities since the end of fiscal year 2020, and the amounts related to non-current contract liabilities were not material as of March 31, 2021 and December 31, 2020. See Note 1 - Business Overview and Significant Accounting Policies and Note 5 - Revenue from Contracts with Customers of our Form 10-K. Performance Obligations Estimated future revenues expected to be generated from our long-term contracts with unsatisfied performance obligations as of March 31, 2021 were not material.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Earnings (Loss) Per Share	4. EARNINGS (LOSS) PER SHARE EPS is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. In addition, the shares of common stock issuable pursuant to restricted stock awards, restricted stock units, performance stock units, and stock options outstanding under our 2019 Omnibus Incentive Compensation Plan and shares issuable under our Employee Stock Purchase Plan are included in the diluted EPS calculation to the extent they are dilutive. The following is a reconciliation of the numerator and denominator of the basic and diluted EPS computation for net income (loss) per share: Three Months Ended March 31, (In millions, except per share amounts) 2021 2020 Numerator: Net income (loss) available to common shareholders $ (16) $ (33) Denominator: Basic Weighted-average common shares outstanding 136 112 Diluted Effect of dilutive shares — — Weighted-average common shares outstanding 136 112 Earnings (loss) per share attributable to Covetrus: Basic $ (0.11) $ (0.30) Diluted $ (0.11) $ (0.30) Potentially dilutive securities (a) 6 7 (a) Potentially dilutive securities attributable to outstanding stock options, restricted stock units, restricted stock awards, and performance stock units were excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	5. COMMITMENTS AND CONTINGENCIES We are involved in various legal proceedings that arise in the ordinary course of business. Substantial judgment is required in predicting the outcome of these legal proceedings, many of which take years to adjudicate. We accrue estimated costs for a contingency when we believe that a loss is probable and can be reasonably estimated. Legal fees are expensed as incurred. No material accrued loss contingencies were recorded as of March 31, 2021. Securities Litigation Matter On September 30, 2019, the City of Hollywood (Florida) Police Officers' Retirement System filed a putative securities class action lawsuit in the United States District Court for the Eastern District of New York, purportedly on behalf of purchasers of Covetrus common stock from February 8, 2019 through August 12, 2019, against the Defendants. The complaint alleges that the Defendants violated Sections 10(b) and 20(a) of the Exchange Act, by making allegedly false and misleading statements and omissions, primarily regarding the Company’s financial prospects and the integration costs relating to the business combination involving the Animal Health Business and Vets First Choice. The suit seeks unspecified damages, fees, interest, and costs. We intend to defend the matter vigorously and have filed a motion to dismiss the lawsuit. Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, we cannot estimate the reasonably possible loss or range of loss that may result from this action. Purchase Obligations We are party to an exclusive supply arrangement for certain products within the U.S. market until 2025 with an aggregate remaining value of $34 million. Our unconditional purchase obligation for 2021 is $8 million. For the three months ended March 31, 2021, we paid $2 million for products purchased under this exclusive arrangement. Our forecasted sales for products under this exclusive supply arrangement exceed our purchase obligations.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	6. INCOME TAXES Income tax expense for the three months ended March 31, 2021 was $4 million on a loss before taxes and equity in earnings of affiliates of $12 million. The difference between our tax expense and the tax expense using the statutory tax rates for the jurisdictions in which we operate, for this period, primary related to valuation allowances due to uncertainty regarding the realization of future tax benefits from certain U.S. deferred tax assets. Income tax benefit for the three months ended March 31, 2020 was $2 million on a loss before taxes and equity in earnings of affiliates of $35 million. The difference between our tax expense and the tax expense using the statutory tax rates for the jurisdictions in which we operate, for this period, primarily related to valuation allowances due to uncertainty regarding the realization of future tax benefits from certain U.S. deferred tax assets and non-deductible expenses associated with share-based compensation.

Fair Value

Fair Value	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value	7. FAIR VALUE GAAP defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We have certain financial assets and liabilities that are measured at fair value on a recurring basis, certain nonfinancial assets and liabilities that may be measured at fair value on a non-recurring basis, and certain financial assets and liabilities that are not measured at fair value in our condensed consolidated balance sheets, but the fair value is disclosed. The fair value disclosures of these assets and liabilities are based on a three-level hierarchy, which is defined as follows: • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities • Level 2 - Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability • Level 3 - Unobservable inputs for the asset or liability There were no changes in valuation approaches or techniques during the three months ended March 31, 2021. See Note 11 - Fair Value in our Form 10-K for a description of our valuation techniques. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents our financial instruments measured at fair value on a recurring basis and indicates the level within the fair value hierarchy: Assets Level March 31, 2021 December 31, 2020 Distrivet call option 3 $ 2 $ 2 Total assets $ 2 $ 2 Liabilities Level March 31, 2021 December 31, 2020 Interest rate swap contracts 2 $ 3 $ 5 Distrivet put option 3 1 1 Total liabilities $ 4 $ 6 Interest Rate Swap Contracts Our derivatives at March 31, 2021 consisted of five interest rate swap contracts which are over-the-counter and not traded through an exchange. The fair values of our swap contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. These interest rate swap contracts mature on July 31, 2021. See Note 8 - Derivatives . Distrivet Options The Distrivet options fair value was derived from a Monte Carlo simulation methodology. The significant unobservable inputs utilized in this Level 3 fair value measurement includes the enterprise value of Distrivet ($156 million), volatility (30%), and cost of capital (15%). We regularly evaluate each of the assumptions used in establishing the asset and liability. Significant changes in assumptions could result in significantly lower or higher fair value measurements. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Assets that are measured at fair value on a nonrecurring basis primarily relate to Property and equipment, net, Operating lease right-of-use assets, net, Goodwill, and Other intangibles, net. We do not periodically adjust carrying value to fair value for these assets; rather, the carrying value of the asset is reduced to its fair value when we determine that impairment has occurred. We did not have any assets or liabilities measured at fair value on a nonrecurring basis during the three months ending March 31, 2021. Assets and Liabilities Not Measured at Fair Value Financial Assets and Liabilities The carrying amounts reported on the condensed consolidated balance sheets for Cash and cash equivalents, Accounts receivable, net, Other receivables, Accounts payable, and accrued expenses approximate their fair value due to the short maturity of those instruments. Long-term Debt Our long-term debt is classified as a level 2 instrument. The carrying amount of the term loan approximates fair value given the underlying interest rate applied to such amounts outstanding is currently reset to the prevailing monthly market rate.

Derivatives

Derivatives	3 Months Ended
	Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivatives	8. DERIVATIVES We are exposed to the impact of changes in interest rates in the normal course of business. Our financial risk management program is designed to manage the exposure arising from this cash flow risk and uses derivative financial instruments to minimize this risk. We do not enter into derivative financial instruments for trading or speculative purposes. In July and August 2019, we executed interest rate swap contracts with notional amounts aggregating $500 million that are designated as cash flow hedges to manage interest rate risk on our floating rate debt. These interest rate swap contracts effectively fix the borrowing rates on a portion of our floating rate debt. The base notional amounts mature on July 31, 2021. On the interest rate swap inception dates, we designated the swaps as a hedge of the variability in cash flows we pay on our variable rate borrowings. Our interest rate swap agreements exchange payment streams based on the notional principal amount. These agreements fix our future interest rates ranging from 1.63% to 1.70% plus the applicable margin as provided in our debt agreement on an amount of our debt principal equal to the then-outstanding swap notional amount. The following table discloses the fair value and balance sheet location of our derivative instruments: Liability Derivatives Cash Flow Hedging Instruments Balance Sheet Location March 31, 2021 December 31, 2020 Interest rate swap contracts Other liabilities $ 3 $ 5 At inception of the hedging contract, we used statistical regression to assess the effectiveness of the interest rate hedges. The hedging contracts were deemed highly effective and are expected to be highly effective throughout the hedge period. Therefore, we perform a qualitative assessment of the hedge effectiveness at each subsequent quarterly reporting date. As of March 31, 2021, derivative gains and losses were reported as a component of Other comprehensive income (loss) and will subsequently be recorded in the condensed consolidated statements of operations when the hedged transaction is recognized in earnings. The effect of cash flow hedges on Other comprehensive income (loss) was as follows: Three Months Ended March 31, Cash Flow Hedging Instruments Location 2021 2020 Interest rate swap contracts Interest (income) expense $ 2 $ —

Accumulated Other Comprehensive

Accumulated Other Comprehensive Income (Loss)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Accumulated Other Comprehensive Income (Loss)	9. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the changes in Accumulated other comprehensive loss, net of applicable taxes, by component: Derivative Gain (Loss) Foreign Currency Translation Gain (Loss) Total Balance at December 31, 2019 $ — $ (86) $ (86) Other comprehensive loss before reclassifications (8) (22) (30) Reclassified from Accumulated other comprehensive loss to earnings — — — Period Change (8) (22) (30) Balance at March 31, 2020 (8) (108) (116) Balance at December 31, 2020 $ (3) $ (63) $ (66) Other comprehensive loss before reclassifications — (11) (11) Reclassified from Accumulated other comprehensive loss to earnings 2 — 2 Period Change 2 (11) (9) Balance at March 31, 2021 $ (1) $ (74) $ (75) Comprehensive income (loss) includes certain gains and losses that are excluded from Net income (loss) under GAAP as these amounts are recorded directly as an adjustment to total equity. We recognize foreign currency translation losses as a component of comprehensive income (loss) due to changes in foreign exchange rates from the beginning of the period to the end of the period. The condensed consolidated financial statements are denominated in the U.S. dollar. Fluctuations in the value of foreign currencies as compared to the U.S. dollar may have a significant impact on Comprehensive income (loss). The tax effect on accumulated unrealized losses on derivative instruments was not material for the periods presented. See Note 8 - Derivatives .

Redeemable Non-controlling Inte

Redeemable Non-controlling Interests	3 Months Ended
	Mar. 31, 2021
Noncontrolling Interest [Abstract]
Redeemable Non-controlling Interests	10. REDEEMABLE NON-CONTROLLING INTERESTS Some minority equity owners in certain of our subsidiaries have the right, at certain times, to require us to acquire their ownership interest in those entities. We initially record our Redeemable non-controlling interests at fair value on the date of acquisition and subsequently adjust to redemption value. The following table presents the components of change and balances of Redeemable non-controlling interests within the condensed consolidated balance sheets as follows: Three Months Ended March 31, 2021 Year Ended Balance at beginning of period $ 36 $ 10 Decrease due to redemptions — (4) Increase due to business acquisitions — 24 Net income (loss) attributable to redeemable non-controlling interests — 2 Effect of foreign currency translation (gain) loss attributable to redeemable non-controlling interests (1) (2) Change to redemption value 1 6 Balance at end of period $ 36 $ 36

Business Overview and Signifi_2

Business Overview and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation and Principles of Consolidation The accompanying balance sheet as of December 31, 2020, which was derived from audited financial statements, and the unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2021, have been prepared in accordance with applicable rules and regulations of the SEC for interim financial reporting. Pursuant to those rules and regulations, we omitted certain information and disclosures normally included in annual financial statements prepared in accordance with GAAP.
Principles of Consolidation	The accompanying unaudited condensed consolidated financial statements include the operations of the Company, as well as those of our wholly-owned and majority-owned subsidiaries from their respective dates of inception or acquisition. All significant intercompany transactions and balances were eliminated in consolidation. Investments in unconsolidated affiliates, which are 20% to 50.01% owned, or investments of less than 20% in which we could influence the operating or financial decisions, are accounted for under the equity method.
Accounting Pronouncements	Accounting Pronouncements • As of January 1, 2021, we adopted ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which removes specific technical exceptions to general principles found in Topic 740, items that often produce information that investors have difficulty understanding and simplifies the accounting for income taxes. The adoption of this ASU did not have a material impact on the results of our condensed consolidated financial statements. • ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference LIBOR. The standard is currently effective and upon adoption may be applied prospectively to contract modifications made on or before December 31, 2022. Our debt agreements and interest rate swaps that utilize LIBOR have not yet discontinued the use of LIBOR and, therefore, this ASU is not yet effective for us. Because our interest rate swaps mature on July 31, 2021, we do not expect an accounting burden, or the relief provided by this ASU for hedging relationships, to impact the results of our condensed consolidated financial statements. The banking syndicate associated with our Credit Facilities intends to cease using the 1-week and 2-month USD LIBOR at the end of 2021, with the other USD Tenors to cease June 30, 2023. We will continue to monitor, and, to the extent our Credit Facilities require amendment to reflect a replacement rate prior to December 31, 2022, we will evaluate the benefits of adopting this ASU.
Fair Value	GAAP defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We have certain financial assets and liabilities that are measured at fair value on a recurring basis, certain nonfinancial assets and liabilities that may be measured at fair value on a non-recurring basis, and certain financial assets and liabilities that are not measured at fair value in our condensed consolidated balance sheets, but the fair value is disclosed. The fair value disclosures of these assets and liabilities are based on a three-level hierarchy, which is defined as follows: • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities • Level 2 - Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability • Level 3 - Unobservable inputs for the asset or liability

Segment Data (Tables)

Segment Data (Tables)	3 Months Ended
	Mar. 31, 2021
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	The following tables reflect our segment and Corporate information and reconciles Adjusted EBITDA for reportable segments to consolidated Net income (loss) attributable to Covetrus: At and For the Three Months Ended March 31, 2021 North America Europe APAC & Emerging Markets Corporate Eliminations Total Net sales $ 635 $ 361 $ 112 $ — $ (6) $ 1,102 Adjusted EBITDA $ 52 $ 21 $ 10 $ (26) $ — $ 57 Total assets $ 2,948 $ 672 $ 189 $ 1,216 $ (1,585) $ 3,440 Reconciliation of Net income (loss) attributable to Covetrus to Adjusted EBITDA: Net income (loss) attributable to Covetrus $ (16) Plus: Depreciation and amortization 43 Plus: Interest expense, net 9 Plus: Income tax (benefit) expense 4 Earnings (loss) before interest, taxes, depreciation, and amortization 40 Plus: Share-based compensation 11 Plus: Strategic consulting 2 Plus: Transaction costs (a) 1 Plus: Formation of Covetrus (b) 2 Plus: Equity method investment and non-consolidated affiliates (c) 1 Adjusted EBITDA $ 57 (a) Includes legal, accounting, tax, and other professional fees incurred in connection with acquisitions and divestitures (b) Includes professional and consulting fees, and other costs incurred in connection with the separation from Former Parent and establishing Covetrus as an independent public company (c) Includes the proportionate share of the adjustments to EBITDA of consolidated and non-consolidated affiliates where Covetrus ownership is less than 100% At and For the Three Months Ended March 31, 2020 North America Europe APAC & Emerging Markets Corporate Eliminations Total Net sales $ 550 $ 422 $ 95 $ — $ (2) $ 1,065 Adjusted EBITDA $ 41 $ 18 $ 7 $ (18) $ — $ 48 Total assets $ 3,063 $ 725 $ 128 $ 787 $ (1,216) $ 3,487 Reconciliation of Net income (loss) attributable to Covetrus to Adjusted EBITDA: Net income (loss) attributable to Covetrus $ (33) Plus: Depreciation and amortization 40 Plus: Interest expense, net 14 Plus: Income tax (benefit) expense (2) Earnings (loss) before interest, taxes, depreciation, and amortization 19 Plus: Share-based compensation 9 Plus: Strategic consulting 4 Plus: Transaction costs (a) 7 Plus: Separation programs and executive severance 1 Plus: IT infrastructure (b) 1 Plus: Formation of Covetrus (c) 6 Plus: Capital Structure 1 Adjusted EBITDA $ 48 (a) Includes legal, accounting, tax, and other professional fees incurred in connection with acquisitions and divestitures (b) Includes certain IT infrastructure expenses necessary to establish ourselves as a newly public company (c) Includes professional and consulting fees, duplicative costs associated with transition service agreements, and other costs incurred in connection with the separation from Former Parent and establishing Covetrus as an independent public company See Note 3 - Revenue from Contracts with Customers for our revenue disaggregated by major product category and reportable segment.

Revenue from Contracts with C_2

Revenue from Contracts with Customers (Tables)	3 Months Ended
	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Disaggregation of Revenue	The tables below present our revenue disaggregated by major product category and reportable segment. Three Months Ended March 31, 2021 Supply Chain Services Software Services Prescription Management Eliminations Total North America $ 525 $ 20 $ 112 $ (22) $ 635 Europe 364 3 — (6) 361 APAC & Emerging Markets 109 3 — — 112 Eliminations (6) — — — (6) Total Net sales $ 992 $ 26 $ 112 $ (28) $ 1,102 Three Months Ended March 31, 2020 Supply Chain Services Software Services Prescription Management Eliminations Total North America $ 462 $ 20 $ 84 $ (16) $ 550 Europe 424 2 — (4) 422 APAC & Emerging Markets 93 2 — — 95 Eliminations (2) — — — (2) Total Net sales $ 977 $ 24 $ 84 $ (20) $ 1,065

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Reconciliation of Basic Shares to Diluted Shares	The following is a reconciliation of the numerator and denominator of the basic and diluted EPS computation for net income (loss) per share: Three Months Ended March 31, (In millions, except per share amounts) 2021 2020 Numerator: Net income (loss) available to common shareholders $ (16) $ (33) Denominator: Basic Weighted-average common shares outstanding 136 112 Diluted Effect of dilutive shares — — Weighted-average common shares outstanding 136 112 Earnings (loss) per share attributable to Covetrus: Basic $ (0.11) $ (0.30) Diluted $ (0.11) $ (0.30) Potentially dilutive securities (a) 6 7 (a) Potentially dilutive securities attributable to outstanding stock options, restricted stock units, restricted stock awards, and performance stock units were excluded from the computation of diluted earnings per share because the securities would have had an antidilutive effect

Fair Value Fair Value (Tables)

Fair Value Fair Value (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule Financial Instruments Measured at Fair Value on a Recurring Basis	The following table presents our financial instruments measured at fair value on a recurring basis and indicates the level within the fair value hierarchy: Assets Level March 31, 2021 December 31, 2020 Distrivet call option 3 $ 2 $ 2 Total assets $ 2 $ 2 Liabilities Level March 31, 2021 December 31, 2020 Interest rate swap contracts 2 $ 3 $ 5 Distrivet put option 3 1 1 Total liabilities $ 4 $ 6

Derivatives (Tables)

Derivatives (Tables)	3 Months Ended
	Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value	The following table discloses the fair value and balance sheet location of our derivative instruments: Liability Derivatives Cash Flow Hedging Instruments Balance Sheet Location March 31, 2021 December 31, 2020 Interest rate swap contracts Other liabilities $ 3 $ 5
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location	The effect of cash flow hedges on Other comprehensive income (loss) was as follows: Three Months Ended March 31, Cash Flow Hedging Instruments Location 2021 2020 Interest rate swap contracts Interest (income) expense $ 2 $ —

Accumulated Other Comprehensi_2

Accumulated Other Comprehensive Income (Loss) (Tables)	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
Schedule of Accumulated Other Comprehensive Loss	The following table presents the changes in Accumulated other comprehensive loss, net of applicable taxes, by component: Derivative Gain (Loss) Foreign Currency Translation Gain (Loss) Total Balance at December 31, 2019 $ — $ (86) $ (86) Other comprehensive loss before reclassifications (8) (22) (30) Reclassified from Accumulated other comprehensive loss to earnings — — — Period Change (8) (22) (30) Balance at March 31, 2020 (8) (108) (116) Balance at December 31, 2020 $ (3) $ (63) $ (66) Other comprehensive loss before reclassifications — (11) (11) Reclassified from Accumulated other comprehensive loss to earnings 2 — 2 Period Change 2 (11) (9) Balance at March 31, 2021 $ (1) $ (74) $ (75)

Redeemable Non-controlling In_2

Redeemable Non-controlling Interests (Tables)	3 Months Ended
	Mar. 31, 2021
Noncontrolling Interest [Abstract]
Redeemable Non-controlling Interests	The following table presents the components of change and balances of Redeemable non-controlling interests within the condensed consolidated balance sheets as follows: Three Months Ended March 31, 2021 Year Ended Balance at beginning of period $ 36 $ 10 Decrease due to redemptions — (4) Increase due to business acquisitions — 24 Net income (loss) attributable to redeemable non-controlling interests — 2 Effect of foreign currency translation (gain) loss attributable to redeemable non-controlling interests (1) (2) Change to redemption value 1 6 Balance at end of period $ 36 $ 36

Segment Data - Operating Result

Segment Data - Operating Results by Segment (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Segment Reporting Information [Line Items]
Net sales	$ 1,102	$ 1,065
Adjusted EBITDA	57	48
Total assets	3,440	3,487	$ 3,496
Net income (loss) attributable to Covetrus	(16)	(33)
Plus: Depreciation and amortization	43	40
Plus: Interest expense, net	9	14
Plus: Income tax (benefit) expense	4	(2)
Earnings (loss) before interest, taxes, depreciation, and amortization	40	19
Plus: Share-based compensation	11	9
Plus: Strategic consulting	2	4
Plus: Transaction costs	1	7
Plus: Separation programs and executive severance		1
Plus: IT infrastructure		1
Plus: Formation of Covetrus	2	6
Plus: Capital Structure		1
Plus: Equity method investment and non-consolidated affiliates	1
Adjusted EBITDA	57	48
Corporate
Segment Reporting Information [Line Items]
Net sales	0	0
Adjusted EBITDA	(26)	(18)
Total assets	1,216	787
Adjusted EBITDA	(26)	(18)
Eliminations
Segment Reporting Information [Line Items]
Net sales	(6)	(2)
Adjusted EBITDA	0	0
Total assets	(1,585)	(1,216)
Adjusted EBITDA	0	0
North America
Segment Reporting Information [Line Items]
Net sales	635	550
North America | Operating Segments
Segment Reporting Information [Line Items]
Net sales	635	550
Adjusted EBITDA	52	41
Total assets	2,948	3,063
Adjusted EBITDA	52	41
Europe
Segment Reporting Information [Line Items]
Net sales	361	422
Europe | Operating Segments
Segment Reporting Information [Line Items]
Net sales	361	422
Adjusted EBITDA	21	18
Total assets	672	725
Adjusted EBITDA	21	18
APAC & Emerging Markets
Segment Reporting Information [Line Items]
Net sales	112	95
APAC & Emerging Markets | Operating Segments
Segment Reporting Information [Line Items]
Net sales	112	95
Adjusted EBITDA	10	7
Total assets	189	128
Adjusted EBITDA	$ 10	$ 7

Revenue from Contracts with C_3

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Net sales	$ 1,102	$ 1,065
North America
Disaggregation of Revenue [Line Items]
Net sales	635	550
Europe
Disaggregation of Revenue [Line Items]
Net sales	361	422
APAC & Emerging Markets
Disaggregation of Revenue [Line Items]
Net sales	112	95
Operating Segments | North America
Disaggregation of Revenue [Line Items]
Net sales	635	550
Operating Segments | Europe
Disaggregation of Revenue [Line Items]
Net sales	361	422
Operating Segments | APAC & Emerging Markets
Disaggregation of Revenue [Line Items]
Net sales	112	95
Operating Segments | Supply Chain Services
Disaggregation of Revenue [Line Items]
Net sales	992	977
Operating Segments | Supply Chain Services | North America
Disaggregation of Revenue [Line Items]
Net sales	525	462
Operating Segments | Supply Chain Services | Europe
Disaggregation of Revenue [Line Items]
Net sales	364	424
Operating Segments | Supply Chain Services | APAC & Emerging Markets
Disaggregation of Revenue [Line Items]
Net sales	109	93
Operating Segments | Software Services
Disaggregation of Revenue [Line Items]
Net sales	26	24
Operating Segments | Software Services | North America
Disaggregation of Revenue [Line Items]
Net sales	20	20
Operating Segments | Software Services | Europe
Disaggregation of Revenue [Line Items]
Net sales	3	2
Operating Segments | Software Services | APAC & Emerging Markets
Disaggregation of Revenue [Line Items]
Net sales	3	2
Operating Segments | Prescription Management
Disaggregation of Revenue [Line Items]
Net sales	112	84
Operating Segments | Prescription Management | North America
Disaggregation of Revenue [Line Items]
Net sales	112	84
Operating Segments | Prescription Management | Europe
Disaggregation of Revenue [Line Items]
Net sales	0	0
Operating Segments | Prescription Management | APAC & Emerging Markets
Disaggregation of Revenue [Line Items]
Net sales	0	0
Eliminations
Disaggregation of Revenue [Line Items]
Net sales	(28)	(20)
Eliminations | North America
Disaggregation of Revenue [Line Items]
Net sales	(22)	(16)
Eliminations | Europe
Disaggregation of Revenue [Line Items]
Net sales	(6)	(4)
Eliminations | APAC & Emerging Markets
Disaggregation of Revenue [Line Items]
Net sales	0	0
Eliminations
Disaggregation of Revenue [Line Items]
Net sales	(6)	(2)
Eliminations | Supply Chain Services
Disaggregation of Revenue [Line Items]
Net sales	(6)	(2)
Eliminations | Software Services
Disaggregation of Revenue [Line Items]
Net sales	0	0
Eliminations | Prescription Management
Disaggregation of Revenue [Line Items]
Net sales	$ 0	$ 0

Earnings (Loss) Per Share - Rec

Earnings (Loss) Per Share - Reconciliation of Basic Shares to Diluted Shares (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator:
Net income (loss) available to common shareholders	$ (16)	$ (33)
Basic
Basic shares (in shares)	136	112
Earnings Per Share, Diluted [Abstract]
Effect of dilutive shares (in shares)	0	0
Diluted shares (in shares)	136	112
Earnings (loss) per share attributable to Covetrus:
Basic (in usd per share)	$ (0.11)	$ (0.30)
Diluted (in usd per share)	$ (0.11)	$ (0.30)
Potential dilutive securities (in shares)	6	7

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2019	Dec. 31, 2021	Apr. 15, 2021
Long-term Purchase Commitment [Line Items]
Unconditional purchase obligation, term		3 years
Future contingent termination fees, period two		$ 12
Future contingent termination fees, period three		14
Purchase obligation, fixed fee cap		14
Purchase obligation, variable fee cap		$ 39
Customer Concentration Risk
Long-term Purchase Commitment [Line Items]
Unrecorded unconditional purchase obligation	$ 34
Purchases in the period	$ 2
Subsequent Event
Long-term Purchase Commitment [Line Items]
Remaining commitment				$ 10
Amendment decrease in remaining commitments under original termination provisions				$ 18
Forecast
Long-term Purchase Commitment [Line Items]
Unconditional purchase obligation for 2021			$ 8

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 4	$ (2)
Income (loss) before taxes and equity in earnings of affiliates	$ (12)	$ (35)

Fair Value - Narrative and Sche

Fair Value - Narrative and Schedule Financial Instruments Measured at Fair Value on a Recurring Basis (Details) $ in Millions	Mar. 31, 2021USD ($)interestRateSwap	Dec. 31, 2020USD ($)
Liabilities
Number of interest rate swap contracts | interestRateSwap	5
Volatility
Liabilities
Measurement input	0.30
Cost Of Capital
Liabilities
Measurement input	0.15
Fair Value, Recurring
Assets
Total assets	$ 2	$ 2
Fair Value, Recurring | Level 2
Liabilities
Total liabilities	4	6
Distrivet call option | Fair Value, Recurring | Level 3
Assets
Total assets	2	2
Interest rate swap contracts | Fair Value, Recurring | Level 2
Liabilities
Total liabilities	3	5
Distrivet put option | Fair Value, Recurring | Level 3
Liabilities
Total liabilities	1	$ 1
Fair value of collateral	$ 156

Derivatives - Narrative (Detail

Derivatives - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2021	Aug. 31, 2019
Derivative [Line Items]
Net amount of deferred losses on cash flow hedges that are expected to be reclassified from Accumulated other comprehensive income (loss) into Interest expense within the next 12 months	$ 3
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap contracts
Derivative [Line Items]
Notional amount		$ 500
Minimum | Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap contracts
Derivative [Line Items]
Forward interest rate	1.63%
Maximum | Cash Flow Hedging | Designated as Hedging Instrument | Interest rate swap contracts
Derivative [Line Items]
Forward interest rate	1.70%

Derivatives - Balance Sheet Loc

Derivatives - Balance Sheet Location (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Fair Value, Recurring | Cash Flow Hedging | Interest rate swap contracts | Other Noncurrent Liabilities
Derivative [Line Items]
Interest rate swap contracts	$ 3	$ 5

Derivatives - Income Statement

Derivatives - Income Statement Location (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Designated as Hedging Instrument | Cash Flow Hedging | Interest (income) expense | Interest rate swap contracts
Derivative [Line Items]
Interest rate swap contracts	$ 2	$ 0

Accumulated Other Comprehensi_3

Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 1,537	$ 1,253
Other comprehensive loss before reclassifications	(11)	(30)
Reclassified from Accumulated other comprehensive loss to earnings	2	0
Period Change	(9)	(30)
Ending balance	1,520	1,199
Derivative Gain (Loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(3)	0
Other comprehensive loss before reclassifications	0	(8)
Reclassified from Accumulated other comprehensive loss to earnings	2	0
Period Change	2	(8)
Ending balance	(1)	(8)
Foreign Currency Translation Gain (Loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(63)	(86)
Other comprehensive loss before reclassifications	(11)	(22)
Reclassified from Accumulated other comprehensive loss to earnings	0	0
Period Change	(11)	(22)
Ending balance	(74)	(108)
Accumulated Other Comprehensive Income (Loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(66)	(86)
Ending balance	$ (75)	$ (116)

Redeemable Non-controlling In_3

Redeemable Non-controlling Interests - Summary of Redeemable Non-controlling Interests (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Increase (Decrease) in Temporary Equity [Roll Forward]
Balance at beginning of period	$ 36	$ 10
Decrease due to redemptions	0	(4)
Increase due to business acquisitions	0	24
Net income (loss) attributable to redeemable non-controlling interests	0	2
Effect of foreign currency translation (gain) loss attributable to redeemable non-controlling interests	(1)	(2)
Change to redemption value	1	6
Balance at end of period	$ 36	$ 36