16 CFR §802.1

1. (a)Operating unit. An acquisition of all or substantially all the assets of an operating unit is not an acquisition in the ordinary course of business. Operating unit means assets that are operated by the acquired person as a business undertaking in a particular location or for particular products or services, even though those assets may not be organized as a separate legal entity.
2. (b)New goods. An acquisition of new goods is in the ordinary course of business, except when the goods are acquired as part of an acquisition described in paragraph (a) of this section.
3. (c)Current supplies. An acquisition of current supplies is in the ordinary course of business, except when acquired as part of an acquisition described in paragraph (a) of this section. The term “current supplies” includes the following kinds of new or used assets:
   1. (1)Goods acquired and held solely for the purpose of resale or leasing to an entity not within the acquiring person (e.g., inventory),
   2. (2)Goods acquired for consumption in the acquiring person's business (e.g., office supplies, maintenance supplies or electricity), and
   3. (3)Goods acquired to be incorporated in the final product (e.g., raw materials and components).
4. (d)Used durable goods. A good is “durable” if it is designed to be used repeatedly and has a useful life greater than one year. An acquisition of used durable goods is an acquisition in the ordinary course of business if the goods are not acquired as part of an acquisition described in paragraph (a) of this section and any of the following criteria are met:
   1. (1)The goods are acquired and held solely for the purpose of resale or leasing to an entity not within the acquiring person; or
   2. (2)The goods are acquired from an acquired person who acquired and has held the goods solely for resale or leasing to an entity not within the acquired person; or
   3. (3)The acquired person has replaced, by acquisition or lease, all or substantially all of the productive capacity of the goods being sold within six months of that sale, or the acquired person has in good faith executed a contract to replace within six months after the sale, by acquisition or lease, all or substantially all of the productive capacity of the goods being sold; or
   4. (4)The goods have been used by the acquired person solely to provide management and administrative support services for its business operations, and the acquired person has in good faith executed a contract to obtain substantially similar services as were provided by the goods being sold. Management and administrative support services include services such as accounting, legal, purchasing, payroll, billing and repair and maintenance of the acquired person's own equipment. Manufacturing, research and development, testing and distribution (i.e., warehousing and transportation) are not considered management and administrative support services.