RAND Journal of Economics Vol. 46, No. 3, Fall 2015 pp. 461–479 Vertical integration, foreclosure, and productive efficiency Markus Reisinger∗ and Emanuele Tarantino∗∗ We analyze the consequences of vertical integration by a monopoly producer dealing with two retailers (downstream firms) of varying efficiency via secret two-part tariffs. When integrated with the inefficient retailer, the monopoly producer does not foreclose the rival retailer due to an output-shifting effect. This effect can induce the integrated firm to engage in below-cost pricing at the wholesale level, thereby rendering integration procompetitive. Output shifting arises with homogeneous and differentiated products. Moreover, we show that integration with an inefficient retailer emerges in a model with uncertainty over retailers’ costs, and this merger can be procompetitive in expectation. 1. Introduction How does vertical integration affect economic outcomes such as prices, quantities, and consumer surplus? Is vertical integration solely about increasing market power, or can it enhance productive efficiency and welfare? On the one hand, a large theoretical literature shows that when a manufacturer deals with equally efficient retailers, vertical integration allows it to increase its market power by foreclosing rival retailers’ access to the input it produces (see, e.g., Rey and Tirole, 2007).1 On the other hand, the empirical literature presents evidence suggesting that ∗ WHU - Otto Beisheim School of Management; [email protected]. ∗∗ University of Mannheim; [email protected]. We are indebted to the Editor (Benjamin Hermalin) for very insightful comments and suggestions. The article also benefited from comments by three anonymous referees, Cédric Argenton, Heski Bar-Isaac, Felix Bierbrauer, Giacomo Calzolari, Simon Cowan, Vincenzo Denicolò, Chiara Fumagalli, Massimo Motta, Volker Nocke, Marco Pagnozzi, Martin Peitz, Emmanuel Petrakis, Salvatore Piccolo, Patrick Rey, Armin Schmutzler, Nicolas Schutz, Marius Schwartz, Greg Shaffer, Kathryn Spier, Elu von-Thadden, Ali Yurukoglu, and Gijsbert Zwart. We also thank participants at the University of Bayreuth, University of Bologna, Pontificia Universidad Católica de Chile, University of St. Gallen, UCL (Louvain), University of Oxford, CREST (Paris), University of Rochester (Simon), TILEC - Tilburg University, ETH Zurich seminars, and at the 2014 MaCCI Competition and Regulation Day (Mannheim), 2014 Industrial Organization Workshop (Alberobello), and 2012 Annual Searle Center Conference on Antitrust Economics and Competition Policy (Northwestern University). 1 There is also evidence that integration leads to foreclosure of competitors (Chipty, 2001; Hastings and Gilbert, 2005; among others). C 2015, RAND. Copyright 461 462 / THE RAND JOURNAL OF ECONOMICS efficiency-based mechanisms are behind vertical integration (e.g., Hortaçsu and Syverson, 2007).2 Several studies show that the efficiency gains produced by vertical integration can outweigh the welfare losses caused by foreclosure: in their survey of empirical research, Lafontaine and Slade (2007) conclude that, in most circumstances, profit-maximizing vertical integration raises consumer welfare. This article analyzes the welfare consequences of vertical integration using a model in which a dominant producer sells through retailers that have different marginal costs of production. We find that vertical integration with the less efficient retailer can raise consumer surplus and total welfare by improving productive efficiency. The mechanism we put forward features the integrated firm’s upstream unit selling its input on favorable terms to the unintegrated efficient retailer, to induce this retailer to expand its output. This output-shifting effect gives rise to a procompetitive outcome whenever the integrated firm engages in below-cost pricing at the wholesale level. In our model, a monopoly producer sells an intermediate good via secret two-part tariffs to competing retailers. In contrast to the standard setting employed in the literature, we allow retailers to have different marginal costs of production. Without integration, a monopoly producer’s limited commitment with unobservable contracts prevents it from monopolizing the final-product market (e.g., Hart and Tirole, 1990; O’Brien and Shaffer, 1992; McAfee and Schwartz, 1994; Rey and Tirole, 2007; White, 2007): see our Lemma 1. Consistent with earlier findings, integration with the more efficient retailer yields the monopolist full market power because it can foreclose the inefficient (and competing) retailer: see Proposition 1. If, instead, the monopolist were integrated with the less efficient retailer, would the integrated firm still pursue a foreclosure strategy? We show that the answer can be “more than no”: the newly integrated firm may reduce the unit price to the unintegrated, but more efficient, retailer even below the marginal cost of production. The upstream firm faces the following trade-off. A reduction in the unit price to the unintegrated retailer raises industry quantity and thus reduces industry revenue. However, a countervailing effect arises in our framework: the reduction in the unit price to the unintegrated retailer is known by the integrated firm’s downstream unit, which responds by reducing its quantity. A lower unit price then triggers an increase in the unintegrated and more efficient retailer’s quantity and profit. The integrated firm can extract this higher profit via the fixed component of the two-part tariff. We show that the reduction in industry revenue is outweighed by the fact that the industry produces more efficiently. Indeed, we find that the unintegrated retailer will be active in the final-good market as long as it is strictly more efficient than the integrated downstream unit: see Proposition 2. This establishes the output-shifting effect of vertical integration. A question of importance for competition policy is the magnitude of the output-shifting effect. Specifically, can the incentive to reduce the unit price to the unintegrated firm be so strong as to render vertical integration procompetitive with respect to an unintegrated industry? We show in Proposition 3 that the output-shifting effect can induce the upstream unit of the integrated firm to engage in below-cost pricing at the wholesale level. This leads to an expansion of industry output relative to vertical separation and renders vertical integration procompetitive. We find that below-cost pricing is more likely to occur when cost differences between retailers are particularly large. The integrated upstream producer’s problem can be seen as a particular Stackelberg game, in which the upstream firm moves first and the integrated retailer follows. In the first stage, the upstream monopolist sets the input price to the unintegrated retailer, thereby determining this retailer’s output. Because the upstream firm can extract the competing retailer’s profit via its two-part tariff, it effectively chooses the rival’s output to maximize industry profit, under the constraint that its inefficient downstream subsidiary seeks to maximize its own profits. If retailers’ 2 Specifically, the property-rights theories (e.g., Grossman and Hart, 1986), the theories highlighting the role of transaction costs (Williamson, 1971, among others), and those looking at the elimination of double marginalization (e.g., Salinger, 1988) show that vertical integration can raise efficiency. C RAND 2015. REISINGER AND TARANTINO / 463 cost differences are large enough, the profitability of output shifting is particularly large, inducing the upstream firm to set a unit price below marginal cost. By this strategy, the integrated firm commits to a reduction of its downstream firm’s output. In the main model, we assume that retailers offer a homogeneous good. We show that our results are robust to retailers offering differentiated products. We again find that when the monopoly producer is integrated with the inefficient retailer, it engages in output shifting, which can result in a procompetitive outcome. The discussion thus far begs the question of why would the upstream monopolist merge with the inefficient retailer. This might happen because the antitrust authority forbids a merger with the efficient retailer because it leads to market monopolization (as shown in Proposition 1). In this respect, the model provides a motivation why the upstream monopolist can only merge with the less efficient retailer. There are also several alternative explanations. For example, the efficient retailer might be part of a large conglomerate, which prevents the upstream monopolist from acquiring it. Also, due to historical reasons the upstream firm might be integrated with a retailer when the industry is liberalized, and a more efficient retailer enters the market. In addition, we demonstrate that a market structure in which the monopoly producer is integrated with the inefficient retailer can arise in a model where the upstream monopolist’s integration decision is taken under uncertainty over retailers’ marginal cost of production. Specifically, we provide the conditions such that the monopoly producer merges with a retailer that is less efficient in expectation and this merger leads to a procompetitive outcome (Proposition 4). The “Chicago School” has challenged the view that an upstream monopolist needs to integrate to monopolize a competitive downstream market (e.g., Bork, 1978; Posner, 1976; among others). It has also disputed that an integrated monopoly producer has an incentive to exclude competing firms that can be the source of extra rents thanks to, say, cost efficiency. The post-Chicago School literature has noted that, when wholesale contracts are secret, the upstream monopolist’s market power is eroded by a commitment problem that prevents it from monopolizing the final-good market.3 In this literature, vertical integration allows a dominant supplier to restore its market power by foreclosing the competing retailer’s access to the intermediate good. We build on the post-Chicago School literature by embracing its approach. At the same time, we borrow from the Chicago School the idea that the dominant producer might deal with retailers with different marginal costs of production. We show that in line with the Chicago School argument, these differences in marginal costs give rise to an output-shifting effect that can render vertical integration procompetitive with respect to separation.4 This result suggests that, for example, policies of divestiture imposed by regulatory agencies to prevent foreclosure can have unintended consequences and may well be misguided. Rey and Tirole (2007) list some of the major decisions of divestitures taken by antitrust authorities, from the 1984 breakup of AT&T to the separation of electricity generation systems from highvoltage electricity transmission systems in most countries. Consistent with our conclusions, Lafontaine and Slade (2007) document that studies assessing the implications of these forced vertical separations generally find that such legal decisions lead to price increases. Other articles have analyzed vertical integration in different, but related, contexts. For example, Ordover, Saloner, and Salop (1990) and Chen (2001) consider the case of public offers in linear prices. Choi and Yi (2000) develop a model in which upstream firms can choose to customize their inputs to fit the needs of downstream firms, and Riordan (1998) considers a model in which a dominant firm has market power in the final- and intermediate-good market. Finally, Nocke and White (2007) analyze the effects of vertical integration on the sustainability 3 This commitment problem was first noticed by Hart and Tirole (1990), and then further analyzed by O’Brien and Shaffer (1992), McAfee and Schwartz (1994), Rey and Vergé (2004), Marx and Shaffer (2004), and Nocke and Rey (2014). 4 Asymmetry in retailers’ marginal costs can arise endogenously in a setup with providers of complementary inputs (as in, among others, Laussel, 2008; Laussel and Van Long, 2012; Matsushima and Mizuno, 2012; Hermalin and Katz, 2013; Reisinger and Tarantino, 2013). C RAND 2015. 464 / THE RAND JOURNAL OF ECONOMICS of upstream collusion. These articles find that integrated firms have an incentive to foreclose their downstream rivals. Instead, we show that an integrated firm wants to keep a more efficient rival retailer alive, and serve it on favorable conditions when particularly efficient. Our article is also related to the literature on vertical relationships that emphasizes the role of differences among retailers. Inderst and Shaffer (2009) and Inderst and Valletti (2009) study the implications of price discrimination in input markets when buyers are asymmetric.5 Relatedly, Chen and Schwartz (2015) analyze the welfare effects of monopoly price discrimination when costs of service differ across consumer groups. Finally, Spiegel and Yehezkel (2003) analyze the case in which retailers are vertically differentiated. However, this literature does not study vertical integration, and therefore does not examine the forces at work in our model.6 The article is structured as follows. Section 2 presents the model, and Section 3 provides the equilibrium analysis. Section 4 shows the robustness of our main results when retailers offer differentiated products. Section 5 presents a model with equilibrium vertical integration when retail costs are uncertain. Section 6 concludes. Proofs can be found in the Appendix. 2. The model An upstream firm, U , is a monopoly producer of an intermediate good with marginal production cost c. It supplies two retailers, D1 and D2 , that are Cournot rivals in a downstream market. The retailers transform the intermediate good into a homogeneous final product on a oneto-one basis. In contrast to the previous literature, we allow retailers to have different marginal costs of production. Specifically, retailer D1 ’s constant marginal cost of production is μ1 , and retailer D2 ’s marginal cost is μ2 , with μ2 ≥ μ1 . We assume that the difference between μ2 and μ1 is small enough that both retailers are active when they obtain the intermediate good at marginal cost c. Each retailer produces a quantity of qi , i = 1, 2, resulting in an aggregate retail output of Q = q1 + q2 . The (inverse) demand function for the final good is p = P(Q). It is strictly decreasing and thrice continuously differentiable whenever P(Q) > 0. Moreover, we employ the standard assumption that P (Q) + Q P (Q) < 0, which guarantees that the profit functions are (strictly) quasi-concave and that the Cournot game exhibits strategic substitutability (Vives, 1999). We also assume that P (Q) is not too negative. This ensures concavity of the monopoly producer’s profit function. When contracting with retailer Di , i = 1, 2, the upstream monopolist makes a take-it-orleave-it offer of a two-part tariff contract consisting of a fixed component, Fi , and a unit price, wi .7 If it accepts, retailer Di ’s total marginal cost is μi + wi . We consider two scenarios: firms are not integrated (vertical separation) or the monopoly producer U is integrated with one of the two retailers (vertical integration). Given vertical separation, the game proceeds as follows: (i) U secretly offers to each retailer Di a two-part tariff {wi , Fi } ≡ Ti . (ii) Retailers simultaneously accept or reject the contract offer. (iii) Retailers order a quantity of the intermediate good, qi , and pay the tariff. Then, they transform the intermediate good into the final good and bring output to the market. Afterward, retail purchases are made, and profits are realized. 5 Hansen and Motta (2012) consider a model in which retailers differ in their production costs due to cost shocks, but neither the manufacturer nor rival retailers observe the cost realization. They show that if retailers are sufficiently risk averse, the manufacturer optimally sells through a single retailer. 6 An exception is Linnemer (2003), who studies the implications of vertical integration on welfare in a model with asymmetric retailers. However, he restricts his attention to the analysis of the impact of foreclosure on market structure. 7 In the web Appendix, we show that letting the upstream monopoly use quantity-forcing contracts instead of two-part tariffs yields the same equilibrium allocation. C RAND 2015. REISINGER AND TARANTINO / 465 We solve for the perfect Bayesian Nash equilibrium that satisfies the standard “passive beliefs” refinement (Hart and Tirole, 1990; O’Brien and Shaffer, 1992; McAfee and Schwartz, 1994; Rey and Tirole, 2007; Arya and Mittendorf, 2011). With passive beliefs, a retailer’s conjecture about the contract offered to the rival is not influenced by an out-of-equilibrium contract offer it receives. This is a natural restriction on the potential equilibria of a game with secret offers and supply to order because, from the perspective of the upstream monopolist, under these two assumptions retailers D1 and D2 form two separate markets (Rey and Tirole, 2007).8 In the scenario with vertical integration, the monopoly producer U and its downstream affiliate maximize joint profits. The game proceeds as laid out above, with the exception that, as is natural and in line with Hart and Tirole (1990) and Rey and Tirole (2007), the downstream affiliate of the integrated firm knows the terms of U ’s offer to the rival retailer. We also assume that the downstream affiliate knows the acceptance decision of its rival. However, the outcome would be identical if the downstream affiliate was not informed about this decision. This is because the integrated retailer correctly anticipates the equilibrium action of the rival (which is to accept U ’s offer). We denote by qim the monopoly quantity produced by retailer Di when it alone obtains the intermediate good at marginal cost (wi = c), qim ≡ arg max (P(q) − c − μi )q, q whereas πim denotes retailer Di ’s monopoly profit when producing qim : πim ≡ max (P(q) − c − μi )q. q The Cournot equilibrium is the solution to the system q1 = arg max (P(q + q2 ) − w1 − μ1 )q q and q2 = arg max (P(q1 + q) − w2 − μ2 )q. q Let q1 (w1 , w2 ) and q2 (w2 , w1 ) denote the solution, which is unique given the assumed properties of inverse demand. For convenience, we denote qi (c, c) by qic . Let c − c − μi qic (1) πic ≡ P qic + q−i denote Di ’s equilibrium profit when U sets the unit price uniformly and equal to its marginal cost. 3. Equilibrium analysis Vertical separation. Suppose neither retailer is vertically integrated. Because retailer D1 is (weakly) more efficient than D2 , U would ideally like to monopolize the product market by inducing D1 to sell the monopoly output (q1m ). It might seem it can achieve this outcome by making an unacceptable offer to D2 and offering T1m = {c, π1m } to D1 . However, D1 understands that, because offers are secret, U ’s offer to D2 is not credible. The reason is that U has an incentive to sell an additional amount to D2 .9 So D1 would incur a loss if it accepts. Retailer D1 will thus turn T1m down. Lemma 1. With passive beliefs, the upstream monopoly (U ) offers, in equilibrium, each retailer a two-part tariff with the unit price equal to U ’s marginal cost and the fixed component equal to the retailer’s resulting profit in the ensuing Cournot competition; that is, the equilibrium tariff offered to retailer Di is Ti = {c, πic }. 8 All our results hold true under the alternative assumption that retailers hold wary beliefs (McAfee and Schwartz, 1994; Rey and Vergé, 2004). 9 This result follows from the observation that given q1 = q1m , q2 = arg maxq (P(q + q1m ) − c − μ2 )q > 0. Given T1m , when secretly renegotiating with D2 , the upstream monopolist maximizes the value of the contractual relationship with this retailer, and the profits that U can extract from D2 are positive. C RAND 2015. 466 / THE RAND JOURNAL OF ECONOMICS This result is well known. Intuitively, a retailer’s decisions cannot change if U deviates in its offer to the rival retailer. Therefore, when the monopoly producer contracts with each retailer, it acts as if the two are integrated. This pairwise maximization problem requires that the contractual arrangements between U and Di maximize bilateral profits. This entails a unit price equal to the monopoly producer’s marginal cost (c). Consequently, each retailer produces its Cournot quantity, and the upstream monopolist reaps the sum of Cournot profits π1c + π2c via the fixed components of the two-part tariff. Vertical integration. With vertical separation, the equilibrium has retailer D1 producing q1c and D2 producing q2c . From U ’s perspective, a better profile is q1c + 1 and q2c − 1. Industry revenues are the same, but costs have fallen, because D1 is more efficient than D2 and, via the fixed component, U can capture this increase in surplus. Integration is a way for U to implement a more profitable production profile. We consider two cases: U is integrated with the efficient retailer (D1 ), or it is integrated with the inefficient retailer (D2 ). Vertical integration between U and D1 . As shown by Hart and Tirole (1990) and Rey and Tirole (2007), U internalizes the effect selling to the rival retailer has on the profits made by its own affiliate. Therefore, the temptation of opportunism vanishes and U can credibly commit to reducing supplies to the rival retailer. This is the foreclosure effect of vertical integration. Proposition 1. Suppose the upstream monopolist U is integrated with retailer D1 . In equilibrium, the integrated firm U -D1 forecloses retailer D2 ’s access to the intermediate good. Hence, retailer D1 produces the monopoly output (q1 = q1m ), retailer D2 is inactive (q2 = 0), and U -D1 obtains the monopoly profit π1m .10 For U , integration with retailer D1 is more profitable than remaining separate, because it allows the integrated firm to monopolize the market for the final good. Vertical integration between U and D2 (the inefficient retailer). We solve for U ’s optimal offer to its downstream unit D2 and the competing retailer D1 , leading us to Proposition 2. Proposition 2. Suppose the upstream monopolist, U , is integrated with the inefficient retailer D2 . The unique equilibrium has firm U -D2 trading the intermediate good internally at marginal cost (w2 = c) and setting a unit price w1 such that the efficient unintegrated retailer D1 is active on the market for the final good (q1 (w1 , c) > 0) if and only if D1 is strictly more efficient than D2 ; that is, iff μ1 < μ2 . As will be seen, the integrated firm is better off shuttering its inefficient downstream unit. However, in our setting, U cannot do so credibly.11 Critically, Proposition 2 shows that the integrated firm U -D2 does not necessarily foreclose the competing retailer’s access to the intermediate good. To grasp the incentives of U -D2 when setting w1 , consider the trade-offs it faces. By raising the unit price to the competing retailer D1 , U forecloses D1 ’s access to the intermediate good and monopolizes the market for the final good (the foreclosure effect). However, a countervailing effect exists in our framework. U benefits if the quantity produced by the efficient retailer D1 increases, at the expense of D2 . How can the upstream firm achieve this, given that it cannot commit to restricting its downstream affiliate’s quantity? As, with vertical integration, D2 observes U ’s offer to D1 , U needs to lower the unit price w1 : in this way, D1 ’s quantity increases and D2 responds by reducing its output. U then extracts the profit of D1 via the fixed component of the two-part tariff. This establishes the output-shifting effect of vertical integration. 10 The proof of Proposition 1 follows the same lines as in Hart and Tirole (1990), and is therefore omitted. We discuss in the conclusions the motives that lead U not to shut down D2 in models that dispense with the commitment assumption. 11 C RAND 2015. REISINGER AND TARANTINO / 467 The integrated upstream producer’s problem can be seen as a choice between a market structure featuring a monopoly and one featuring a particular Stackelberg game. When choosing monopoly, U ’s choice is constrained insofar as it can make only its own affiliate the downstream monopolist. When choosing Stackelberg, U acts as a leader by setting w1 , thereby determining D1 ’s output. The downstream affiliate acts as the follower with marginal cost μ2 + c. Because U can capture all of the downstream profits via its two-part tariff, unlike a standard Stackelberg game, the Stackelberg leader chooses D1 ’s output to maximize industry profit, under the constraint that its inefficient downstream affiliate (the follower) seeks to maximize its own profits. In equilibrium, D1 is foreclosed if and only if the two retailers are equally efficient (μ1 = μ2 ). Then, D2 produces the monopoly quantity q2m . At q2m , the marginal revenue of output is equal to the marginal cost of D2 ; thus, a small reduction in D2 ’s output has no effect on the profit of U -D2 . If μ1 < μ2 , it is profitable for U -D2 to expand D1 ’s output even though this increases industry output and therefore reduces industry revenue.12 The reason is that at q2m the marginal revenue of output exceeds D1 ’s marginal cost of production. The increase in industry output from the monopoly level yields a second-order loss, but there is a first-order gain from having the additional output unit produced more efficiently. Finally, a revealed preference argument shows that for U , a vertical merger with retailer D2 is more profitable than no integration at all. As the Stackelberg structure encompasses Cournot competition with a common unit price of c, which is the outcome with vertical separation, and monopoly by D2 , it must be weakly more profitable than either. That it is strictly more so than Cournot follows because industry profit rises in a Cournot equilibrium if one firm reduces its output or if output is produced more efficiently. That it is strictly superior to monopoly by D2 follows from the first-order gain due to the production expansion by the more efficient retailer. A question of importance for competition policy regards the magnitude of the output-shifting effect. Specifically, can the incentive to reduce w1 be so strong that U offers a unit price below its marginal cost of production (i.e., w1 < c)? This would render vertical integration procompetitive because wholesale prices would be lower for one retailer and no greater for the other compared to vertical separation, leading to larger industry output and consumer surplus. Proposition 3 shows that this can indeed occur. Proposition 3. The integrated firm U -D2 sets a unit price w1 below its marginal cost of production c, thus rendering vertical integration procompetitive, as long as the difference between μ2 and μ1 is sufficiently large. Proposition 3 indicates that below-cost pricing is more likely to occur, the more efficient D1 is relative to D2 (i.e., if μ2 − μ1 is large). The more efficient D1 , the higher the profit increase that the integrated firm obtains when shifting output to D1 . Therefore, reducing the per-unit price is particularly valuable to the upstream monopolist.13 The output-shifting effect can be linked to the rate of cost pass-through. A cost increase is shifted to consumers at a rate that depends on the curvature of consumer demand (Bulow and Pfleiderer, 1983; Weyl and Fabinger, 2013). Specifically, the pass-through rate is larger if the demand function is relatively convex. As a result, below-cost pricing is more likely to occur when the demand function is concave, because the unintegrated retailer D1 then adjusts its quantity only slightly in reaction to a change in w1 . Thus, U must reduce its unit price by a large amount to induce D1 to expand its quantity. To illustrate these results, suppose P(Q) = α − β Q, with β > 0 and α > c + μ2 . Denote by the difference between retailers’ marginal costs of production, μ2 − μ1 . With vertical 12 Indeed, a reduction in w1 triggers an increase in q1 that is larger than the consequent decrease in q2 , implying that aggregate output rises. 13 The conditions leading to procompetitive vertical integration are the same in a model in which U competes with a fringe of less efficient upstream firms. The proof is in the web Appendix. C RAND 2015. 468 / THE RAND JOURNAL OF ECONOMICS FIGURE 1 LINEAR DEMAND EXAMPLE w1 Δ 0.35 0.5 Δ 0.30 0.4 w1 0.25 Procompetitive vertical integration 0.3 0.20 c 0.15 Δc 0.2 0.10 Anticompetitive vertical integration 0.1 0.05 0.05 0.10 0.15 0.20 μ1 0.05 0.10 Δc 0.15 0.20 Δ 0.25 0.30 Δ Δ separation, if D1 and D2 receive the input at marginal cost c, both are active on the final-good market provided is smaller than ≡ (α − c − μ1 )/2. If U is integrated with the less efficient ≡ (α − c − μ1 )/3 and retailer D2 , it sets a unit price w1 equal to (α + c + 4μ1 − 5μ2 )/2 if ≤ 2μ2 − μ1 + 2c − α if > , where is the threshold such that D2 is inactive when receiving the input at w2 = c, given that D1 receives the input at w1 = w1 . In line with Proposition 3, we find that vertical integration between U and D2 is procompetitive (w1 < c) if and only if ≥ c ≡ (α − c − μ1 )/5, whereas it is anticompetitive for values of below c , with c < .14 The left panel of Figure 1 plots these conditions using α = β = 1 and c = .25. The shaded area shows when vertical integration between U and D2 is procompetitive, as the equilibrium value of w1 lies below the upstream monopolist’s marginal cost c. The right panel of Figure 1 plots the value of w1 as function of using α = β = 1, c = .25, and μ1 = .15. If retailers are equally efficient, U sets a unit price such that the unintegrated retailer’s access to the downstream market is foreclosed. As increases, U reduces the unit price to induce its downstream affiliate (D2 ) to reduce its output at the advantage of the more efficient and unintegrated retailer (D1 ). Once becomes so large that, given w1 , D2 remains inactive (i.e., ), U can raise w1 to limit the distortion of industry output. This shows that w1 changes if ≥ nonmonotonically in the difference between the costs of D2 and D1 . 4. Differentiated products The main model considers competition between retailers offering a homogeneous final good. In this section, we analyze the case in which D1 and D2 offer differentiated products. We assume that retailer Di ’s inverse demand function is equal to Pi (qi , q−i ) = α − βqi − γ q−i , with i, j = 1, 2 and i = j, where the parameter γ ∈ [0, β) reflects the degree of substitutability between D1 ’s and D2 ’s products. Because β > γ ≥ 0, inverting the system of inverse demand functions yields the direct demand functions we will use in the analysis with price competition. We further impose that α > c + μ2 . We will analyze whether, due to the output-shifting effect, vertical integration between the upstream monopolist (U ) and the inefficient retailer (D2 ) results in an outcome that is 14 Note that for all > 0, the profits of U -D2 , when the unit price is equal to w1 , are strictly larger than the profits of the integrated firm when foreclosing D1 ’s access to the intermediate good. C RAND 2015. REISINGER AND TARANTINO / 469 FIGURE 2 LINEAR DEMAND EXAMPLE Δ w1 0.35 0.5 Δd 0.4 Procompetitive vertical integration c 0.25 Δcd 0.3 w1C 0.30 0.20 0.15 0.2 Anticompetitive vertical integration 0.10 0.1 0.05 0.02 0.04 0.06 0.08 0.10 0.12 0.14 μ1 0.1 0.2 0.3 Δcd 0.4 Δ Δd procompetitive relative to the one with vertical separation. Before proceeding, note that if retailers offer differentiated products, vertical integration may not lead to full monopolization of the finalgood market even in a setting with equally efficient retailers. Indeed, the integrated firm will generally maintain the rival retailer active, although in a discriminatory way. Retail quantity competition. Let us first consider the case of quantity competition between D1 and D2 . In line with Lemma 1, when no firm is integrated, the intermediate good is supplied by the upstream monopolist at a unit price of wi = c, so that retailers produce respective Cournot outputs. When U is merged with retailer D2 , we proceed in the same way as in Proposition 2 and find that the integrated firm sets a unit price equal to w1C = (4β 2 + γ 2 )γ (α − c − μ1 − ) + 8β 3 c − 2βγ 2 (2α + c − 2μ1 ) , 2β(4β 2 − 3γ 2 ) which decreases in for all β > γ ≥ 0.15 This shows that at equilibrium, U -D2 engages in output shifting. That is, for all positive values of , the integrated firm sets a strictly lower unit price to D1 than in a setting with equally efficient retailers. Can output shifting result in a unit price below U ’s marginal cost of production (c)? In Figure 2, we illustrate that w1C lies below c for all values of ≥ cd . In the figure, d represents the threshold below which both firms are active when receiving the intermediate good at marginal cost. Thus, the shaded area is the one in which vertical integration between U and D2 leads to a procompetitive outcome with respect to vertical separation.16 Retail price competition. We now analyze whether procompetitive vertical integration can arise when retailers are Bertrand competitors that offer differentiated products. Differently from the case of quantity competition, where retailers order quantities and pay the tariff before competing on the final-good market, with price competition each retailer Di first sets its final-good price and then orders the quantity qi of the intermediate good so as to satisfy demand (Rey and Vergé, 2004). We therefore follow the literature and modify the third stage of the timing in Section 2 by 15 The value of w1C when the integrated unit is inactive is equal to [γ (α − μ1 ) + 2β(c − α + μ1 + )]/γ , which, consistent with the results for the case of homogeneous goods (Figure 1) and the intuition developed there, is increasing in . 16 For the figure, we use the following parameter values: α = 1, β = .6, γ = .35, and c = .25. For the right panel, we also assume that μ1 = .15. C RAND 2015. 470 / THE RAND JOURNAL OF ECONOMICS letting retailers first simultaneously choose final good prices and then order the quantity to satisfy their demand, transform the intermediate good into the final good, and pay the tariffs. This change in the timing of the game implies that with downstream Bertrand competition, the assumption of passive beliefs is not as reasonable as with Cournot competition (Rey and Vergé, 2004; Rey and Tirole, 2007). The reason is that contracts are interdependent from the perspective of the upstream monopoly: retailers pay their tariffs to U only after their demand is realized; thus, a change in the unit price to retailer Di affects the payment that U receives from retailer D-i , thereby invalidating the approach with passive beliefs. In addition, if products are close substitutes, an equilibrium fails to exist with passive beliefs. We therefore focus on wary beliefs, which circumvent these problems. Rey and Vergé (2004) solve for the equilibrium of a game with Bertrand competition and wary beliefs. They find that, in a vertically separated industry, the unit price offered by the upstream monopolist lies above marginal cost (c).17 Although the equilibrium cannot be solved for analytically, this can be done numerically. For example, for α = β = 1, γ = 0.7, c = 0.2, and μ1 = μ2 = 0.1, we obtain unit prices given by w1 = w2 = 0.311. Let then U be integrated with D2 . As the problem of conjectures does not arise with vertical integration, we obtain an explicit solution. Proceeding as in Proposition 2,18 we find that U -D2 sets a unit price w1 equal to w1B = (4β 2 + γ 2 )γ (α − c − μ1 − ) + 8β 3 c + 2βγ 2 (2α + 3c − 2μ1 ) . 2β(4β 2 + 5γ 2 ) Clearly, w1B decreases in for all β > γ ≥ 0.19 This shows that U -D2 sets a lower unit price to D1 than in a setting in which μ2 and μ1 coincide, thereby inducing retailer D1 to expand its output at the expense of the integrated downstream unit. Moreover, it can be shown that w1B > c for β > γ > 0. Therefore, U -D2 never engages in below-cost pricing. For instance, using values of the parameters as above, we obtain w1B = 0.477 (and w2 = 0.2 due to internal transfer pricing at marginal cost). Although the wholesale price to D1 is never below marginal cost, vertical integration with D2 can still be procompetitive. This is because, with wary beliefs and vertical separation, w1 and w2 are larger than c. To show that vertical integration can increase consumer surplus with respect to vertical separation, we use numerical computations. We find that there are several parameter constellations for which vertical integration is anticompetitive when retailers are equally efficient but procompetitive when D1 is more efficient than D2 . For example, using the same parameter values as above, in which retailers are equally efficient, vertical integration is detrimental to consumer surplus, whereas it increases consumer surplus if μ1 = 0.05 < 0.1 = μ2 . The reason is again that, as retailer D1 becomes more efficient, U ’s unit price to D1 with vertical integration falls relative to the one with vertical separation. This result is in line with what we obtain in the main model: productive efficiency increases and this makes vertical integration procompetitive. 5. Vertical merger under uncertainty In this section, we study the monopoly producer’s integration decision in a setup where retailers’ marginal costs of production are uncertain, reflecting the idea that vertical integration is a long-term decision. We show that a market structure in which the monopoly producer is integrated with an inefficient retailer might arise in equilibrium, and vertical integration is in fact procompetitive in expectation. 17 Instead, with passive beliefs, if an equilibrium exists, it leads to a unit price offer equal to marginal cost. Rey and Tirole (2007) show that the analysis with integration follows the same lines as with Cournot competition downstream, with the exception that retailer D2 takes into account that a change in its downstream price affects the quantity of retailer D1 , and thus the payment that its upstream affiliate receives. 19 The value of w1B when the integrated unit is inactive is [β(2β 2 − γ 2 )(α − c − μ1 − ) − γβ 2 (α − 2c − μ1 ) − cγ 3 ]/[γ (β + γ )(β − γ )]. 18 C RAND 2015. REISINGER AND TARANTINO / 471 Setup with uncertainty. As in our base model in Section 2, the monopoly producer U deals with two retailers, Dk and Ds . The marginal cost of retailer Dk is known and equal to μ. Conversely, the marginal cost of retailer Ds is stochastic. Specifically, it can take on two values: μ + λ with probability ρ, and μ − λ with probability 1 − ρ, with λ > 0. Thus, the expected value of Ds ’s marginal cost is ρ(μ + λ) + (1 − ρ)(μ − λ). For reasons that will become clear later on, we restrict attention to ρ ∈ [1/2, 1). If ρ = 1/2, then Dk and Ds are equally efficient in expectation. Instead, Dk is more efficient in expectation than Ds for all values of ρ larger than 1/2. The game develops in two stages: I. The monopoly producer U decides whether to merge with retailer Dk or Ds . I’. Uncertainty over retailer Ds ’s marginal cost realizes. II. The game of Section 2 takes place. We solve the game by backward induction. In stage II, absent integration, the results in Lemma 1 regarding U ’s pricing decisions apply. Instead, if U is integrated, the results in Propositions 1, 2, and 3 apply. Finally, the merger decision takes place in stage I, before uncertainty over Ds ’s marginal cost realizes in the intermediate stage I’. In what follows, we assume that the consumer demand function is linear and equal to P(Q) = α − β Q, with β > 0 and α > c + μ + λ. Moreover, we assume that λ < λ ≡ (α − c − μ)/2, the threshold below which both retailers are active when receiving the input at marginal cost. Merger decision. First note that regardless of whether U is merged with the more efficient retailer, vertical integration is profitable. This follows directly from the results in Section 3 and simplifies the rest of the analysis, because it implies that we can focus on the monopoly producer’s merger decision. Will U merge with the retailer whose marginal cost of production is certain (Dk ) or with the one whose marginal cost is stochastic (Ds )? To answer this question, we first consider the case in which the two retailers are equally efficient in expectation (ρ = 1/2). Lemma 2. If ρ = 1/2, the monopoly producer integrates with the retailer whose marginal cost of production is stochastic (Ds ). One might expect that, given that U captures the industry profit with two-part tariffs, it is irrelevant which retailer it owns. However, there are two reasons why expected profits differ. The first is due to the fact that profits are convex in costs. Let us denote by π m (C) the monopoly profit of a retailer when facing marginal cost of C.20 If the unit prices set by U under integration were at the foreclosure level, the difference in expected profits between merging with Ds and Dk is 1 m [π (μ − λ + c) + π m (μ + λ + c)] − π m (μ + c), 2 which is positive by the convexity of profits in costs. This observation alone is not enough to explain the result in the lemma, because setting the unit price at the foreclosure level is not optimal if U happens to be integrated with the less efficient firm. The second reason is related to the market structure that the integrated firm can implement downstream when it engages in production shifting.21 Assume that λ = λ and that U is merged with the inefficient firm. Then, if the integrated firm’s subsidiary is Ds , U can serve Dk at a unit price equal to marginal cost. At this unit price, Ds remains inactive and the integrated firm can extract the highest possible profits from the downstream market. Instead, if U is integrated with 20 Because π m (C) is equal to maxq {(P(Q) − C)q}, differentiating π m (C) twice with respect to C yields ∂π m /∂C = −q < 0 and ∂ 2 π m /∂C 2 = −∂q/∂C > 0. 21 If it is merged with the efficient retailer, U can implement the monopoly outcome via foreclosure of the rival retailer. C RAND 2015. 472 / THE RAND JOURNAL OF ECONOMICS FIGURE 3 LINEAR DEMAND EXAMPLE 1.0 ρ 0.9 0.8 0.7 ρV I 0.6 ρc 0.00 0.05 0.10 0.15 0.20 0.25 λ λ Dk , then Dk stays active even if the rival obtains the good at marginal cost. Thus, the integrated firm cannot extract the monopoly profits in this case. This asymmetry arises because it is relatively more costly to keep an inefficient downstream firm inactive when this firm has lower cost in absolute value. Indeed, if U is integrated with an inefficient Ds , then Ds ’s marginal cost of production is μ + λ + c. If the firm is integrated with an inefficient Dk , then Dk ’s marginal cost of production is μ + c. In the latter case, U must reduce the unit price below c to keep its downstream unit inactive when λ = λ. As a consequence, the distortion of the unit price is higher if U is integrated with Dk rather than Ds . As these examples illustrate, both forces point in the same direction; that is, to make vertical integration with Ds more profitable, although in two extreme cases. Lemma 2 shows that the two forces lead to the same conclusion for all values of λ < λ when ρ = 1/2 and the demand is linear. What happens when ρ rises above 1/2? Because the merger with Ds is profitable when ρ = 1/2, by a continuity argument, the same result holds true when ρ is (slightly) larger than 1/2. As ρ increases, it is also more likely that the monopoly producer will be integrated with the inefficient retailer and engage in output shifting. Can output shifting be so effective that it makes the vertical merger with Ds profitable and procompetitive with respect to vertical separation? Proposition 4 addresses this question. The expressions for ρ V I and ρ c are given in the Appendix. C RAND 2015. REISINGER AND TARANTINO / 473 Proposition 4. If ρ ≥ ρ V I , the monopoly producer (U ) integrates with retailer Dk and the merger is anticompetitive in expectation. Instead, U integrates with retailer Ds if ρ < ρ V I . The merger with Ds is procompetitive in expectation if ρ is also larger than ρ c , and anticompetitive otherwise. Proposition 4 shows that vertical integration can result in a procompetitive outcome in expectation in a model with uncertainty over retailers’ marginal costs of production. Specifically, this result holds true if ρ lies in an intermediate range (i.e., ρ c ≤ ρ ≤ ρ V I ). First, for values of ρ below ρ V I , U finds it more profitable to merge with retailer Ds , which is less efficient in expectation. Second, for values of ρ above ρ c , the probability that the integrated firm engages in output shifting is sufficiently high that the aggregate quantity in the vertically integrated industry is larger than the quantity in the vertically separated industry. We illustrate the results of Proposition 4 using a parametric example with α = β = 1 and c = μ = .25. The shaded area in Figure 3 shows when vertical integration with Ds is profitable and procompetitive in expectation. This can happen even for high values of ρ, and the intuition relies on the same insights developed below Lemma 2. If, for instance, ρ is close to 1 and λ is close to λ, then U -Ds can shift output to Dk at a unit price close to marginal cost. This allows the integrated firm to implement an outcome close to the monopoly one on the downstream market. This is more profitable than merging with Dk , because in that case shifting output to Ds requires reducing the unit price below marginal cost (if Ds happens to be more efficient). Note that these results are not unique to a setting with linear demand. For example, vertical integration with Ds is procompetitive and more profitable than a merger with Dk for values of ρ between 0.59 and 0.7 when using the demand function P(Q) = α − Q β together with the following parameter values: α = 1, β = 2, c = .2, μ = .3, and λ = .2. 6. Conclusions This article examines a standard model in which a monopoly producer deals with competing retailers by means of secret two-part tariffs. We show that a crucial element in any such analysis is whether the retailers (downstream firms) have different marginal costs of production. Our central finding is that, when the upstream monopolist is integrated with the less efficient retailer, it will depart from the foreclosure strategy by reducing the unit price it offers to the unintegrated but more efficient retailer. This output-shifting effect makes vertical integration procompetitive when compared to vertical separation if the unintegrated retailer is sufficiently more efficient. This shows that, for example, policies of divestiture imposed by regulatory agencies to prevent foreclosure can have unintended consequences and may be misguided. Consistent with our conclusions, Lafontaine and Slade (2007) document that studies assessing the implications of forced vertical separations generally find that these legal decisions lead to price increases. Our results are robust to a setting with differentiated products. Moreover, we provide a model in which the upstream monopolist’s integration decision is taken under uncertainty over retailers’ marginal costs of production, reflecting the consideration that vertical integration is a long-term decision. There, we determine the conditions such that the monopoly producer integrates with a retailer that is less efficient in expectation and this merger gives rise to a procompetitive outcome. A crucial assumption in our setting is that the monopoly producer cannot commit to shutter its integrated less efficient retailer. However, there are various reasons why an integrate entity might not want to do so. For example, if the efficient unintegrated retailer has some bargaining power, the integrated firm wants to keep its downstream affiliate active to improve its bargaining position vis-à-vis the independent retailer.22 Another reason could be that the downstream subsidiary allows the monopoly producer to capture valuable information about demand conditions, or that it allows the upstream producer to sell other product lines. 22 In the web Appendix, we provide a formal analysis of this situation, using a bargaining game along the lines of O’Brien and Shaffer (2005). C RAND 2015. 474 / THE RAND JOURNAL OF ECONOMICS Our results have implications for public policy formulation. Specifically, the model shows that vertical integration might not necessarily result in a foreclosure strategy when the integrated company deals with more efficient retailers—a claim that is reminiscent of the Chicago School argument against the anticompetitive theories of vertical integration and foreclosure. An avenue for future research could be to extend the analysis in this article to a framework where opportunities for vertical mergers arise dynamically (e.g., along the lines of Nocke and Whinston, 2010). This would allow to further study the conditions under which vertical integration is procompetitive. Appendix: The Appendix contains the proofs of Lemma 1–2 and Propositions 2–4. Proof of Proposition 1. We solve the game by backward induction. In the last stage, retailer Di produces qi (wi , w−i ) as defined by (1). Accordingly, one-to-one production technology implies that Di orders qi (wi , w−i ) from the monopoly producer U . We now determine U ’s tariffs. With passive beliefs, the equilibrium contract offered by U to each retailer Di must maximize their joint profits (McAfee and Schwartz, 1994). Therefore, U ’s first-stage maximization problem can be written as max qi (wi , w−i )(wi − c) + (P(qi (wi , w−i ) + q−i ) − μi − wi ) qi (wi , w−i ). wi Taking the first-order condition with respect to wi and invoking the Envelope Theorem, we obtain (functional notation is dropped, for simplicity) (wi − c) ∂qi ∂qi + qi − qi = (wi − c) = 0. ∂wi ∂wi Because ∂qi /∂wi < 0, at the equilibrium wi = c. At this unit price, both retailers are active and produce the respective Cournot quantity, q1c and q2c , to obtain Cournot profits of π1c and π2c . In turn, the monopoly producer fully extracts retailers’ Cournot profits by setting the fixed component of the two-part tariff equal to Fi = πic , i = 1, 2. Proof of Proposition 2. Note first, that when D2 is integrated with U , its output q2 (w2 , w1 ) is a strictly monotone function in w2 for any w1 . It follows that U -D2 ’s choosing w2 is isomorphic to its choosing q2 . The integrated firm chooses q2 to maximize its profit given q1 : max (P(q1 + q) − μ2 − c) q. q The optimal solution results from the first-order condition P(Q) − μ2 − c + P (Q)q2 = 0.23 Denote this solution by q2 (q1 ). Applying the Implicit Function Theorem yields dq2 P (Q) + P (Q)q2 1 , −1 , (A1) =− ∈ − dq1 2P (Q) + P (Q)q2 2 implying that q2 (·) is a strictly decreasing function. Technically, w2 is indeterminant. However, if D2 decides about q2 to maximize its own profit, it requires the instruction by U that w2 = c. We now turn to the optimal output choice of D1 . This choice is implicitly defined by P(Q) − μ1 − w1 + P (Q)q1 = 0. It follows that q1 (w1 , c) is strictly decreasing in w1 , and we can define the inverse function ŵ1 (q1 ) as the w1 that solves q1 = q1 (w1 , c). Then, the optimization problem of U -D2 when dealing with retailer D1 can be written as max F1 + (ŵ1 (q1 ) − c) q1 + P q1 + q2 (q1 ) − μ2 − c q2 (q1 ), q1 subject to F1 ≤ P q1 + q2 (q1 ) − μ1 − ŵ1 (q1 ) q1 . (A2) At equilibrium, U -D2 formulates a take-it-or-leave-it offer to fully extract retailer D1 ’s profit. Thus, the constraint in (A2) is binding, and we can rewrite the optimization program of U -D2 as P q1 + q2 (q1 ) − μ1 − ŵ1 (q1 ) q1 + (ŵ1 (q1 ) − c) q1 + P q1 + q2 (q1 ) − μ2 − c q2 (q1 ). max q1 23 Because of our assumption P (Q) + P Q < 0, the second-order condition is satisfied. C RAND 2015. REISINGER AND TARANTINO / 475 This can be rewritten as q1 chosen to maximize P q1 + q2 (q1 ) − c q1 + q2 (q1 ) − μ1 q1 − μ2 q2 (q1 ), which is industry profit. Using the Envelope Theorem, the first-order condition is dq P q1 + q2 (q1 ) q1 1 + 2 + μ2 − μ1 = 0. dq1 (A3) We show below that the second-order condition is satisfied. As dq2 /dq1 ∈ [−1/2, −1), it follows that 1 + dq2 /dq1 > 0. Hence, (A3) yields q1 > 0 if and only if μ2 > μ1 . We now turn to the second-order condition. Taking the derivative of the first-order condition (A3) with respect to q1 yields d 2 q2 dq dq P (q1 + q2 (q1 ))q1 1 + 2 + P (q1 + q2 (q1 )) + P (q1 + q2 (q1 ))q1 1+ 2 , (A4) dq1 dq1 dq12 where d 2 q2 /dq12 , as determined from (A1), is equal to P (Q ) 2q2 (q1 )(P (Q ))2 + P (Q )(P (Q ) − q2 (q1 )P (Q )) d 2 q2 = , dq12 (2P (Q ) + P (Q )q2 (q1 ))3 with Q ≡ q1 + q2 (q1 ). Inserting the last equation into (A4), and ignoring functional arguments, yields (P )2 4(P )2 + (P )2 q2 (3q1 + q2 ) + P (3P q1 + 4P q2 − P q1 q2 ) . (2P + P q2 )3 (A5) Because P + P Q < 0, the denominator is negative. The numerator is positive as long as P is positive or not too negative, which is our working assumption. As a consequence, the whole expression in (A5) is negative, implying that the second-order condition is satisfied. Proof of Proposition 3. To determine w1 , we use the first-order conditions for q1 and q2 . They imply q1 = −(P(Q ) − μ1 − w1 )/P (Q ) and q2 = −(P(Q ) − μ2 − c)/P (Q ). Plugging these expressions together with dq2 /dq1 into (A3) and rearranging yields w1 = P(Q ) − 2μ2 + μ1 + P (Q ) (μ2 − μ1 ) (P(Q ) − c − μ2 ) . (P (Q ))2 (A6) Then, w1 < c if and only if μ2 − μ1 > (P(Q ) − μ2 − c)(P (Q ))2 . (P (Q ))2 − (P(Q ) − μ2 − c)P (Q ) If w1 is sufficiently smaller than c, the value of q2 is equal to zero. In this case, U sets w1 such that its downstream affiliate is inactive. Therefore, the first-order conditions in the downstream market are P(q1 ) − μ2 − c = 0 and P(q1 ) − μ1 − w1 + P (q1 )q1 = 0, yielding w1 = μ2 − μ1 + c + P (q1 )q1 < c. Finally, note that changes in the aggregate output Q are due only to changes in the per-unit price of D1 , because D2 obtains the intermediate good at a per-unit price of c both with vertical separation and vertical integration. Using the first-order conditions for the downstream quantities q1 and q2 to determine ∂q1 /∂w1 and ∂q2 /∂w1 yields ∂ Q ∂q1 ∂q2 1 < 0. = + = ∂w1 ∂w1 ∂w1 3P (Q ) + Q P (Q ) Because ∂ Q /∂w1 < 0, aggregate output is larger under vertical integration than under vertical separation if and only if w1 < c. Proof of Lemma 2. Note that our assumption that firms are both active when receiving the input at marginal cost implies that λ < λ ≡ (α − c − μ)/2. So we assume that this condition holds in this proof. To begin with, we determine the profits of the vertically integrated firm when U merges with Dk , the retailer whose marginal cost of production is certain and equal to μ. U merges with Dk . With probability ρ, retailer Dk is the more efficient retailer. Thus, the results in Proposition 1 apply: the upstream unit of the integrated firm forecloses retailer Ds ’s access to the intermediate good, and the downstream unit produces the monopoly quantity. Using the assumption of linear demand, the quantity and the profit of the integrated firm U -Dk in this state are equal to (α − c − μ)/2β and (α − c − μ)2 /4β, respectively. C RAND 2015. 476 / THE RAND JOURNAL OF ECONOMICS With probability 1 − ρ, retailer Ds has the lower marginal cost of production μ − λ < μ. U sets the internal trading price equal to its marginal cost of production (c) and a unit price ws as in (A6) as long as Dk is active. Invoking linear demand yields ws = α + c − μ − 4λ . 2 The quantity produced by retailer Dk (qk ) and Ds (qs ) at equilibrium are qk = α − c − μ − 2λ 2β and qs = 2λ . β The quantity of the integrated firm’s downstream unit (qk ) is positive for all λ < λ. Then, the expected profits of U -Dk I (UV −D ) are given by k ρ (α − c − μ)2 + 4λ2 (α − c − μ)2 + 4(1 − ρ)λ2 (α − c − μ)2 + (1 − ρ) = . 4β 4β 4β For ρ = 1/2, this expression reduces to [(α − c − μ)2 + 2λ2 ]/4β. U merges with Ds . Let U be integrated with retailer Ds . With probability ρ, retailer Ds is less efficient than Dk . In this case, production shifting occurs. If Ds is active, wk = (α + c − μ − 5λ)/2 and the resulting equilibrium quantities are qk = 2λ β and qs = α − c − μ − 3λ . 2β Then, the profit of U -Ds is (α − c − μ)2 − 2λ(α − c − μ) + 5λ2 . 4β λ ≡ (α − c − μ)/3. For λ < λ < λ, the value of wk is 2c − α + 2λ + μ. The value of qs is positive if and only if λ ≤ This gives equilibrium quantities of qk = α−c−μ−λ β and qs = 0, and U -Ds ’s profit equal to λ(α − c − μ − λ) . β With probability 1 − ρ, retailer Ds is more efficient. Thus, the upstream unit of the integrated firm forecloses Dk ’s access to the intermediate good, and the downstream unit produces the monopoly quantity. Accordingly, the equilibrium value of Ds ’s quantity and the profit of the integrated firm U -Ds are equal to (α − c − μ + λ)/2β and (α − c − μ + λ)2 /4β, respectively. I In sum, the expected profits of U -Ds (UV −D ) are s (α − c − μ + λ)2 − 4λρ(α − c − μ − λ) 4β if λ ≤ λ, and (α − c − μ + λ)2 − [(α − c − μ)(α − c − 2λ − μ) + 5λ2 ]ρ 4β for λ ∈ ( λ, λ). If ρ = 1/2, these expressions reduce to (α − c − μ)2 + 3λ2 /4β (α − c − μ)(α − c − μ + 6λ) − 3λ2 /8β if λ ≤ λ, if λ ∈ ( λ, λ). I I At ρ = 1/2, the difference between UV −D and UV −D is strictly positive for all values of λ ∈ (0, λ), which establishes s k the claim in the proposition. C RAND 2015. REISINGER AND TARANTINO / 477 Proof of Proposition 4. We start by determining the threshold above which a merger with Dk is more profitable than a I I merger with Ds . Using the values of UV −D and UV −D obtained in the proof of Lemma 2, we find that s k ⎧ λ [2(α − c − μ − 2λ) + λ − 4ρ(α − c − μ − 2λ)] ⎪ ⎪ if λ ≤ λ, ⎪ ⎨ 4β VI VI U −Ds − U −Dk = ⎪ (1 − ρ)[(α − c − μ + λ)2 − 4λ2 ] − (α − c − μ)2 + 4λρ(α − c − μ − λ) ⎪ ⎪ ⎩ if λ ∈ ( λ, λ). 4β I I ≥ UV −D if and only if It follows that UV −D s k ⎧ λ 1 ⎪ ⎪ ⎪ + ⎨ 2 4(α − c − μ − 2λ) ρ ≥ ρV I ≡ ⎪ λ[2(α − c − μ) − 3λ] ⎪ ⎪ ⎩ (α − c − μ − λ)2 if λ ≤ λ, if λ ∈ ( λ, λ). We next analyze whether vertical integration between U and Dk is procompetitive. Determining the aggregate expected quantity under vertical separation and under vertical integration between U and Dk , we obtain QV S = 2α − 2c − 2μ + λ(1 − 2ρ) 3β and I Q UV −D = k α − c − μ + 2λ(1 − ρ) . 2β I and Q V S is equal to The difference between Q UV −D k 4λ − (α − c − μ) − 2λρ , 6β I − Q V S ≥ 0 if and only if implying that Q UV −D k ρ ≤ ρc ≡ α−c−μ 4λ − (α − c − μ) =2− . 2λ 2λ If ρ c were to lie above ρ V I , then there would be values of ρ such that integration between U and Dk is profitable and procompetitive. We find that ρc < ρV I ∀λ < λ, implying that the merger between U and Dk is anticompetitive for all values of ρ ∈ [1/2, 1). Finally, we establish the condition such that the merger between U and Ds is procompetitive. The aggregate expected quantity when U is integrated with Ds is equal to ⎧ α−c−μ+λ ⎪ if λ ≤ λ, ⎪ ⎨ 2β I Q UV −D = s ⎪ ⎪ ⎩ α + λ − (1 + ρ)(μ + c) + ρ(α − 3λ) if λ ∈ ( λ, λ). 2β I and Q V S is positive if and only if Then, the difference between Q UV −D s ⎧ α−c−μ−λ ⎪ ⎪ ⎨ 4λ c ρ≥ρ ≡ ⎪ α−c−μ−λ ⎪ ⎩ 3(α − c − μ − λ) − 2λ if λ ≤ λ, if λ ∈ ( λ, λ). It is easy to show that ρ c ≤ ρ V I for all values of λ such that √ 1 (5 − 5)(α − c − μ), λ . λ∈ 10 Therefore, the merger between U and Ds is procompetitive if ρ lies in the interval [ρ c , ρ V I ). References ARYA, A. and MITTENDORF, B. “Disclosure Standards for Vertical Contracts.” RAND Journal of Economics, Vol. 42 (2011), pp. 595–617. BORK, R. Antitrust Paradox. New York: Basic Books, 1978. BULOW, J.I. AND PFLEIDERER, P. “A Note on the Effect of Cost Changes on Prices.” Journal of Political Economy, Vol. 91 (1983), pp. 182–185. 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