April 23, 2021 Ms. Lisa Felice Executive Secretary Michigan

Home , Gwynne Shotwell

KARL L. GOTTING8 PAULA K. MANIS PLLC8 JACK C. DAVIS MICHAEL G. OLIVA JAMES R. NEAL JEFFREY L. GREEN8 (1938-2020) [email protected] 8 MICHAEL G. OLIVA KELLY REED LUCAS DIRECT DIAL: 517-318-9266 8 MICHAEL H. RHODES RICHARD W. PENNINGS NOTES: MOBILE: 989-798-2650 JEFFREY S. THEUER1 MICHAEL A. HOLMES8 ______8 1 KEVIN J. RORAGEN YING BEHER ALSO LICENSED IN MD REPLY TO LANSING OFFICE 2 TED S. ROZEBOOM WARREN T. DEAN5,8 ALSO LICENSED IN FL 3 ALSO LICENSED IN CT SARA L. CUNNINGHAM JACK L. HOFFMAN7,8 4 ALSO LICENSED IN NY AMES NDERTON 2 OLLY ACKSON7,8 J F. A , V H L. J 5 ALSO LICENSED IN OH DOMINIC R. RIOS 6 ALSO LICENSED BY USPTO 3,4,6 MIKHAIL MURSHAK 7 GRAND RAPIDS OFFICE GABRIELLE C. LAWRENCE 8 OF COUNSEL ALAN G. ABOONA6 AMIA A. BANKS HANNAH E. BUZOLITS

April 23, 2021

Ms. Lisa Felice Executive Secretary Michigan Public Service Commission 7109 W. Saginaw Highway Lansing, MI 48917

Re: Starlink Services, LLC Application for CLEC License MPSC Case No U-21035

Dear Ms. Felice:

Enclosed for filing on behalf of Starlink Services, LLC please find:

 Amended Application of Starlink Services, LLC for a Temporary and Permanent License to Provide Basic Local Exchange Service In Michigan;

 Amended Prefiled Testimony of Matt Johnson; and

 Exhibits SLS-1, SLS-2, SLS-3 and Cover Sheet for Confidential Exhibit SLS-4.

Confidential Exhibit SLS-4 is not being filed electronically. A sealed copy of this exhibit was previously filed with the Executive Secretary on April 12, 2021 in connection with Starlink’s original Application in this case.

LANSING OFFICE: GRAND RAPIDS OFFICE: 124 W. ALLEGAN STREET, 180 MONROE AVE NW, SUITE 700 SUITE 400 LANSING, MI 48933-1784 GRAND RAPIDS, MI 49503 517-482-2400 616-330-1200

Loomis, Ewert, Parsley, Davis & Gotting, P.C. April 23, 2021 Page 2 of 2

Please contact me immediately if you have any questions.

LOOMIS, EWERT, PARSLEY, DAVIS & GOTTING P.C.

Michael G. Oliva cc: Ted Price

STATE OF MICHIGAN

BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION

***** In the matter of the Application of ) STARLINK SERVICES, LLC ) for a temporary and permanent license ) Case No. U-21035 to provide basic local exchange service ) in all of the zones and exchange ) areas in Michigan. ) ______)

AMENDED APPLICATION OF STARLINK SERVICES, LLC FOR A TEMPORARY AND PERMANENT LICENSE TO PROVIDE BASIC LOCAL EXCHANGE SERVICE IN MICHIGAN

STARLINK SERVICES, LLC (“Starlink”), by and through its attorneys, Loomis,

Ewert, Parsley, Davis & Gotting, P.C., pursuant to §§ 301 and 302 of the Michigan

Telecommunications Act (MTA), 1991 PA 179, as amended, MCL 484.2101 et seq. hereby submits this Amended Application to the Michigan Public Service Commission

(Commission) for both a temporary and permanent license to provide basic local exchange service in all of the zones and exchange areas in the State of Michigan. Starlink proposes to provide basic local exchange service on both a facilities-based and reseller basis, as well as provide competitive non-licensed and unregulated telecommunications services.

As explained fully herein, approval of this Application will further the purposes of the MTA, as well as the Federal Telecommunications Act of 1996 (FTA). Therefore,

Starlink respectfully requests that the Commission grant it both a temporary and permanent license to provide the basic local exchange telecommunications services described herein.

1 I. NAME AND ADDRESS OF APPLICANT

Starlink Services, LLC. 1 Rocket Road, Hawthorne, California 90250

Starlink’s Regulatory Contact person is:

R. Edward Price Senior Counsel Space Exploration Technologies Corp. 1155 F Street, NW, Suite 475 Washington, DC 20004 Telephone: (585) 455-6672 Ted.Price@spacex.com

Correspondence concerning this Application should be directed to Starlink’s

Michigan regulatory counsel:

Michael G. Oliva Loomis, Ewert, Parsley, Davis & Gotting, P.C. 124 West Allegan Street, Suite 700 Lansing, MI 48933 Telephone: 517-482-2400 x 266 Direct Line: 517-318-9266 Cell: 989-798-2650 Facsimile: 517-853-8671 [email protected]

II. STARLINK FULLY MEETS THE REQUIREMENTS OF § 302(1) OF THE MTA FOR A LICENSE TO PROVIDE BASIC LOCAL EXCHANGE SERVICE

The MTA promotes competition and encourages the entry of new providers into

existing service territories. MCL §484.2101. Section 302(1) of the MTA governs the

Commission's granting of licenses. That section provides that, after notice and hearing, the Commission shall approve an Application for a license if it finds that (a) the applicant possesses sufficient technical, financial, and managerial resources and abilities to provide basic local exchange service to all residential and commercial customers within the scope

2 of the geographic area of the license, (b) the applicant intends to provide service within

one year from the date the license is granted, and (c) the granting of a license to the

applicant would not be contrary to the public interest.

As explained below, Starlink fully meets the requirements of § 302(1). In

accordance with § 203(7) of the MTA, Starlink is submitting the testimony and exhibits of Matt Johnson, Senior Business Operations Analyst of Starlink’s parent, Space

Exploration Technologies Corp, (“SpaceX”) contemporaneously with the filing of this

Application.

A. Description or Identification of Geographic Area for Which Starlink Seeks a License

Starlink seeks a license to provide basic local exchange service in all the zones

and exchange areas in the State of Michigan. Starlink will serve the zones and exchanges

as mapped and described by the incumbent local exchange carrier (“ILEC”) for each such

zone and exchange. The local calling area for Starlink's customers will be at least the

same, if not greater than, the ILEC’s existing local calling areas.

Starlink intends to mirror the map and legal description sections of the tariffs

and/or service guides filed by the ILEC for the zones and exchanges it proposes to serve.

Starlink understands that Starlink will automatically mirror any future modifications to

these zone and exchange boundaries or legal descriptions of these boundaries on a going- forward basis. If not mirrored, Starlink will file new detailed maps and legal descriptions, on an individual exchange basis, with the Commission for approval.

3 B. Description of the Applicant's General Financial, Technical and

Managerial Resources

1. Background Corporate Information

Starlink is a Delaware Limited Liability Company formed on December 21, 2020, whose principal office is located at 1 Rocket Road, Hawthorne, California 90250. A copy

of Starlink's Certificate of Authority to transact business in the State of Michigan and a

copy of its Certificate of Formation are attached as Exhibits SLS-1 and SLS-2,

respectively, to Mr. Johnson’s testimony.

Starlink is a wholly-owned subsidiary of SpaceX. SpaceX is a private American

company founded in 2002 by Elon Musk to revolutionize space technologies. SpaceX is

incorporated in Delaware, with its principal office located at 1 Rocket Road, Hawthorne,

California 90250. SpaceX designs, manufactures, and launches the world’s most

advanced rockets, spacecraft, and satellites, and now offers broadband service over the

world’s largest satellite constellation.

SpaceX has over 8,000 employees in the United States, based at the company’s

headquarters in Hawthorne, California, and at facilities across the country. Starlink will

rely on the significant managerial and technical expertise of SpaceX in delivering service

to consumers. SpaceX is leveraging its proven track record of rapid innovation and

experience building rockets and spacecraft to deploy Starlink, a space-based broadband

internet system capable of providing truly low-latency, high-throughput service in even

the most remote areas of the country. This service is ideal for bringing broadband and

VoIP to underserved rural areas in the United States. Since the grant of its FCC satellite

authorization in 2018, SpaceX has successfully deployed the largest satellite constellation

4 in history and demonstrated its ability to deliver high-quality internet to thousands of users. This kind of swift execution, engineering excellence, and rapid innovation is foundational to SpaceX and is one of SpaceX’s core competencies.

The FCC authorized SpaceX in 2018 to deploy and operate Starlink, a revolutionary constellation of more than 4,400 Non-Geostationary Orbit (“NGSO”) satellites in low Earth orbit (“LEO”). The FCC based its decision on the ability of

SpaceX “to bring high-speed, reliable, and affordable broadband service to consumers in the United States and around the world, including areas underserved or currently unserved by existing networks.” In re Space Exploration Holdings, LLC Application for

Approval of Orbital Deployment and Operating Authority for the SpaceX NGSO Satellite

System, Memorandum Opinion, Order and Authorization, 33 FCC Rcd. 3391, para. 1

(2018).

Starlink and SpaceX are bringing to bear SpaceX’s successful history of design innovation, manufacturing capability, and ability to operationalize complex space and ground systems in order to create a U.S.-based manufacturing capability for Starlink satellites, customer premises equipment and ground station antennas. The success of

Starlink is built on a deep history of technical innovation and engineering know-how at

SpaceX. Since its inception, SpaceX has leveraged American innovation, technical savvy, and its integrated, iterative culture to solve the most ambitious challenges in launch and spacecraft design. Starlink’s technical maturity and inherent capacity to support high throughput, low-latency broadband service to underserved communities in even the most remote and rural areas of the United States promises to materially contribute to closing

5 the digital divide. SpaceX and Starlink Services are proud to be able to contribute to the

United States in this manner.

With more than 1100 satellites deployed, SpaceX has launched sufficient

satellites in volume to provide continuous coverage to large parts of the United States and

is expanding the size of its constellation rapidly to provide coverage over the entire

country. SpaceX has already deployed ground equipment to support initial broadband

operations in desired locations.

SpaceX is currently offering select users beta consumer-grade broadband service

in Arizona, California, Colorado, Connecticut, Delaware, Florida, Iowa, Idaho, Illinois,

Indiana, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota,

Mississippi, Missouri, Montana, Nebraska, New Hampshire, New Jersey, Nevada, New

York, North Carolina, North Dakota, Ohio, Oregon, Pennsylvania, Rhode Island, South

Dakota, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin and

Wyoming. SpaceX beta users are selected to validate technical, operational, and business system readiness ahead of a broader public beta service roll-out. unmatched speed-to- market and it has delivered on its promises of next-generation satellite broadband.

Through SpaceX’s Falcon family of launch vehicles, it has successfully launched 109 times and is relied upon by the Department of Defense and the National Aeronautics and

Space Administration for their critical launch needs. The world’s leading commercial satellite manufacturers and operators also rely on SpaceX for launch of their satellites.

On January 30, 2020, the FCC established RDOF to ensure continued and rapid

deployment of broadband networks to underserved Americans. RDOF will commit up to

$20.4 billion over ten years to support the availability of high-speed broadband networks

6 in rural America. RDOF Phase 1 targeted areas wholly unserved by 25/3 Mbps

broadband. Support was awarded through a reverse auction that favored faster services

with lower latency. Auction participants submitted bids based on a combination of

performance and latency requirements. The Phase 1 auction concluded on November 25,

2020 and awarded a total of $9.23 billion in support over ten years. SpaceX was awarded

$885 million of this support to provide broadband and standalone voice services in 35

states, including $9,852,045 in Michigan.1 On December 22, pursuant to the processes

established by the FCC, SpaceX assigned its winning bids to Starlink. Starlink has

applied to this Commission for designation as an ETC in Michigan, MPSC Case No. U-

20954.

As more fully described in Starlink’s Application for ETC designation in Case

No. U-20954, Starlink will? offer telecommunications services throughout the Service

Area using a combination of owned and leased facilities. SpaceX is a facilities-based satellite provider with its own fleet of satellites, earth stations, gateways, switching facilities, and other associated facilities and, therefore, Starlink will offer the supported

services using its own facilities or a combination of its own facilities and resale of

another carrier’s service. Starlink will provide a voice-grade “access line” to the PSTN by

providing interconnected VoIP. Starlink is exploring avenues for the provision of two-

way interactive voice services consistent with the requirements and goals of RDOF,

including using a white-label managed service provider (“MSP”) voice platform that

Starlink Services has certified to meet quality and performance standards exceeding those

required by RDOF. In this baseline plan, Starlink would provide telephone services

1 Rural Digital Opportunity Fund Phase I Auction (Auction 904) Closes; Winning Bidders Announced, AU Docket No. 20-34, WC Docket Nos. 19-126, 10-90, DA 20-1422 (Dec. 7, 2020)

7 connecting consumers to its MSP’s platform using its network capacity, which is

available to consumers through their customer premises equipment. Consumers will have

the option of using a third-party, conventional phone connected to a Session Initiation

Protocol (“SIP”) standards-compliant analog terminal adaptor or a native-IP Phone

selected from a list of certified models.

A MSP is a vendor that provides all the necessary equipment, call processing

software, process expertise and connections to the Public Switched Telephone Network

needed for Starlink to provide voice services to its customer. For all purposes, our

selected MSP(s) will operate as extensions of Starlink both operationally and in terms of

its network capabilities. Starlink will take responsibility for ensuring the service works

optimally, for accurate updates to relevant database such as emergency response and for

processes such as number portability. From the customer’s point of view, Starlink will be

the provider of the voice service.

2. Management Team

Biographies of key personnel are attached as Exhibit SLS-3 to Mr. Johnson’s testimony.

3. Financial Qualifications

As noted above, Starlink was awarded $9,852,045 by the FCC under the RDOF

auction for certain census tracts in the State of Michigan. SpaceX is the parent company

and the sole member of Starlink. SpaceX guarantees Starlink’s obligations in connection

with its registration as a CLEC in Michigan. As Starlink was formed on December 21,

2020, financials are not yet available. Attached to Mr. Johnson’s testimony as

Confidential Exhibit SLS-4 are audited financials for 2018 and 2019 and the

preliminary unaudited balance sheet for SpaceX, as of September 30, 2020. Confidential

8 Exhibit SLS-4 contains trade secrets, commercial and financial information, and is filed under seal pursuant to Section 210 of the Michigan Telecommunications Act, MCL

484.2210 and are exempt from the freedom of information act, MCL 15.231 to 15.246.

4. Managerial Qualifications

Starlink possesses the managerial qualifications to provide the services for which it seeks authority in this application. As demonstrated in Exhibit SLS-3 to Mr. Johnson’s testimony, Starlink's management team has extensive experience in telecommunications and technology service provision, and will ensure that Starlink's operations will meet the most demanding standards for service quality and reliability.

5. Technical Qualifications

Starlink is technically qualified to provide the proposed basic local exchange services in the State of Michigan. As stated above, Starlink's has extensive management and telecommunications experience.

Although SpaceX will provide financial, managerial and technical support to

Starlink, Starlink will be the entity that will provide telecommunications service to end users in Michigan. Additionally, Starlink will implement the procedures necessary to prevent any unfair marketing practices, and will comply with any of the Commission's service quality rules and billing standards. Starlink will comply with the applicable intraLATA access requirements of incumbent local exchange telephone companies, and with all other applicable Commission rules, regulations and standards, including access to

911 services.

9 D. Demonstration of Applicant's Intent to Provide Service within One

Year from the Date the License is Granted

Starlink intends to offer service within one year of the date a license is granted by

the Commission.

On the Commission's granting of a license to Starlink, and prior to the

commencement of basic local exchange service, Starlink will file tariffs with the

Commission identifying the exchange areas in which it will be providing service.

E. Impact on the Public Interest

This Commission has determined that granting licenses to competing providers of

basic local exchange service is in the public interest. See, e.g., Re Talk Unlimited Now,

MPSC No U-13535. (January 21, 2003)2 The introduction of competition into other

telecommunications markets, such as long distance, competitive access, and customer

premise equipment, has benefited the public interest in those markets.

The granting of a license to Starlink will provide multiple public benefits by

increasing the efficiency of incumbent LECs, by providing users of telecommunications services with greater reliability, and by increasing the competitive choices available to

users in the state. Enhanced competition in telecommunications services likely will

further stimulate economic development in Michigan. In addition, increased competition

will create incentives for lower prices, more innovative services, and more responsive

customer service.

2 http://www.dleg.state.mi.us/mpsc/orders/comm/2003/u-13535.pdf

10 F. Request for a Temporary License

Starlink further requests the granting of a temporary license. MCL 484.2301(2)

states: "Pending the determination of an application for a license, the commission

without notice and hearing may issue a temporary license for a period not to exceed 1

year." Rapid deployment of service is essential to the company's venture, and so Starlink

would like to commence providing service as soon as possible. In addition, the RDOF

Auction procedure requires that Starlink obtain ETC Designation in Michigan by June 7,

2021 for the census tracts for which it was awarded funds. Starlink needs a temporary license to begin undertaking these initiatives. Starlink will provide basic local exchange

service under the temporary license in accordance with the regulatory requirements

specified in the MTA. Before commencing basic local exchange service under the

temporary license, Starlink will submit its tariffs reflecting the services that it will offer and identifying the exchanges in which it will offer service.

G. Notice

Section 302 of the MTA requires a hearing in connection with the issuance of a new license. Starlink will therefore consult with the Commission's Executive Secretary to identify interested persons and to determine the proper format and procedure for giving proper notice.

CONCLUSION

Starlink has demonstrated that it possesses sufficient technical, financial and

managerial resources and abilities to provide basic local exchange service in the areas

requested. Starlink has also demonstrated that its exercise of authority will not adversely

11 affect local exchange prices or network design and that it would not be contrary to the public interest.

WHEREFORE, Starlink Services, LLC respectfully requests that the Commission enter an order on or before June 7, 2021:

(1) Granting it a temporary license to provide basic local exchange service in

all the zone and exchange areas in the State of Michigan pursuant to

§302(1) of the MTA.

(2) Granting it a permanent license to provide basic local exchange service in

all of the zone and exchange areas in the State of Michigan pursuant to

§302(1) of the MTA; and

(3) Granting such additional or further relief as may be necessary or

appropriate.

Respectfully submitted,

STARLINK SERVICES, LLC

Dated: April 23, 2021 By: Michael G. Oliva (P29038) Amia A. Banks (P84182) Loomis, Ewert, Parsley, Davis & Gotting, P.C. 124 West Allegan Street, Suite 700 Lansing, MI 48933 Telephone: 517-318-9266 Cell: 989-798-2650 Facsimile: 517-853-8671 [email protected] [email protected]

STATE OF MICHIGAN

BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION

DIRECT TESTIMONY OF MATT JOHNSON ON BEHALF OF STARLINK SERVICES, LLC

1 Q. Please state your name, business address and telephone number.

2 A. My name is Matt Johnson. I am employed by Space Exploration Technologies

3 Corp. (“SpaceX”), the parent company of the Applicant Starlink Services, LLC

4 (“Starlink”), as a Senior Business Operations Analyst. My business address is 1

5 Rocket Rd, Hawthorne, CA 90250.

6 Please describe your educational background.

7 A. I have a Bachelor’s degree from the University of North Carolina at Charlotte.

8 Q. Please describe your professional experience and background.

9 A. In my professional capacity, I have served a variety of telecommunications service

10 providers over a period of more than twenty years in roles ranging from product

11 management, business development, project management and finance. Prior to

12 joining SpaceX, my telecommunications industry experience includes the

13 following:

14 * Vice President for Corporate and Business Development, and later Senior

15 Vice President for Product & Strategy at Hibernia Networks, a privately

16 held service provider with investments in subsea and terrestrial fiber in the

17 US, Canada, Ireland, and UK. Hibernia Networks owns and operates a

18 global network connecting North America, Europe and Asia. Hibernia

19 offers over 220 network Points of Presence (PoPs) in 89 markets and 25

20 countries, providing dedicated Ethernet, DTM, Wavelengths and carrier-

21 grade IP Transit services. Hibernia also offers cloud connectivity, low

22 latency connectivity and CDN.

1 * Co-founder, Vice President and Acting Chief Financial Officer of

2 MediaXstream, a specialty fiber operator providing solutions to the

3 broadcast and cable television industry. MediaXstream provided high-

4 quality transport and managed network services for the media production

5 and broadcast industries and was operational in 20 major markets in the US

6 and Europe, when it was acquired by Hibernia in 2009.

7 * I held positions in Product Management, Produce Development and

8 Business Development Level 3 Communications (now Lumen), Broadwing

9 Communications, and Focal Communications. Focal was acquired by

10 Broadwing, and then Broadwing was acquired approximately two years

11 later by Level 3.

12 Q. What is the purpose of your testimony in this proceeding?

13 A. The purpose of my testimony is to describe the services that Starlink proposes to

14 offer in Michigan, and to review issues related to Starlink's request for a license to

15 provide such services. My testimony specifically addresses Starlink's managerial,

16 technical, and financial competence to provide telecommunications services for

17 which authority is requested, and its compliance with the rules and policies of this

18 Commission.

19 Q. Are you sponsoring any exhibits?

20 A. Yes, I am sponsoring Exhibits SLS-1 through SLS-4.

21 EXHIBIT SLS-1 - CERTIFICATE OF GOOD STANDING - MICHIGAN

22 EXHIBIT SLS-2 - CERTIFICATE OF FORMATION – DELAWARE

23 EXHIBIT SLS-3 – BIOGRAPHIES OF SENIOR MANAGEMENT

1 CONFIDENTIAL EXHIBIT SLS-4 – FINANCIAL STATEMENTS

2 Q. Please describe the authority that Starlink seeks from the Commission.

3 A. Starlink seeks authority to offer basic local exchange service in all the zones and

4 exchange areas in the State of Michigan.

5 Q. Is Starlink legally authorized to do business in Michigan?

6 A. Yes. Starlink has obtained a Certificate of Authority to Transact Business in

7 Michigan, a copy of which is attached as Exhibit SLS-1. Its Certificate of

8 Formation is attached as Exhibit SLS-2.

9 Q. Please describe Starlink and the types of services that it will provide in

10 Michigan.

11 A. Starlink is a wholly-owned subsidiary of SpaceX. SpaceX is a private American

12 company founded in 2002 by Elon Musk to revolutionize space technologies.

13 SpaceX is incorporated in Delaware, with its principal office located at 1 Rocket

14 Road, Hawthorne, California 90250. SpaceX designs, manufactures, and launches

15 the world’s most advanced rockets, spacecraft, and satellites, and now offers

16 broadband service over the world’s largest satellite constellation.

17 SpaceX has over 8,000 employees in the United States, based at the

18 Company’s headquarters in Hawthorne, California, and at facilities across the

19 country. Starlink will rely on the significant managerial and technical expertise of

20 SpaceX in delivering service to consumers. SpaceX is leveraging its proven track

21 record of rapid innovation and experience building rockets and spacecraft to deploy

22 Starlink, a space-based broadband internet system capable of providing truly low-

23 latency, high-throughput service in even the most remote areas of the country. This

1 service is ideal for bringing broadband and VoIP to underserved rural areas in the

2 United States. Since the grant of its FCC satellite authorization in 2018, SpaceX

3 has successfully deployed the largest satellite constellation in history and

4 demonstrated its ability to deliver high-quality internet to thousands of users. This

5 kind of swift execution, engineering excellence, and rapid innovation is

6 foundational to SpaceX and is one of SpaceX’s core competencies.

7 The FCC authorized SpaceX in 2018 to deploy and operate Starlink, a

8 revolutionary constellation of more than 4,400 Non-Geostationary Orbit (“NGSO”)

9 satellites in low Earth orbit (“LEO”). The FCC based its decision on the ability of

10 SpaceX “to bring high-speed, reliable, and affordable broadband service to

11 consumers in the United States and around the world, including areas underserved

12 or currently unserved by existing networks.” In re Space Exploration Holdings,

13 LLC Application for Approval of Orbital Deployment and Operating Authority for

14 the SpaceX NGSO Satellite System, Memorandum Opinion, Order and

15 Authorization, 33 FCC Rcd. 3391, para. 1 (2018).

16 Starlink and SpaceX are bringing to bear SpaceX’s successful history of

17 design innovation, manufacturing capability, and ability to operationalize complex

18 space and ground systems in order to create a U.S.-based manufacturing capability

19 for Starlink satellites, customer equipment and ground station antennas. The

20 success of Starlink is built on a deep history of technical innovation and engineering

21 know-how at SpaceX. Since its inception, SpaceX has leveraged American

22 innovation, technical savvy, and its integrated, iterative culture to solve the most

23 ambitious challenges in launch and spacecraft design. The result is the creation of

1 a comprehensive ground network that currently communicates with over 1200

2 Starlink satellites deployed, enabling SpaceX to commence beta service with

3 thousands of users across multiple states and in some international locations.

4 Starlink’s technical maturity and inherent capacity to support high throughput, low-

5 latency broadband service to underserved communities in even the most remote and

6 rural areas of the United States promises to materially contribute to closing the

7 digital divide. SpaceX and Starlink Services are proud to be able to contribute to

8 the United States in this manner.

9 With more than 1200 satellites deployed, SpaceX has launched sufficient

10 satellites in volume to provide continuous coverage to large parts of the United

11 States and is expanding the size of its constellation rapidly to provide coverage over

12 the entire country. SpaceX has already deployed ground equipment to support

13 initial broadband operations in desired locations.

14 SpaceX is currently offering select users beta consumer-grade broadband

15 service in Arizona, California, Colorado, Connecticut, Delaware, Florida, Iowa,

16 Idaho, Illinois, Indiana, Kansas, Kentucky, Massachusetts, Maryland, Maine,

17 Michigan, Minnesota, Missouri, Mississippi, Montana, North Carolina, North

18 Dakota, Nebraska, New Hampshire, New Jersey, Nevada, New York, Ohio,

19 Oregon, Pennsylvania, Rhode Island, South Dakota, Texas, Utah, Virginia,

20 Vermont, Washington, Wisconsin, West Virginia, and Wyoming. Currently, beta

21 users are selected to validate technical, operational, and business system readiness

22 ahead of a broader public beta service roll-out. unmatched speed-to-market and it

23 has delivered on its promises of next-generation satellite broadband. Through

1 SpaceX’s Falcon family of launch vehicles, it has successfully launched 111 times

2 and is relied upon by the Department of Defense and the National Aeronautics and

3 Space Administration for their critical launch needs. The world’s leading

4 commercial satellite manufacturers and operators also rely on SpaceX for launch

5 of their satellites.

6 On January 30, 2020, the FCC established RDOF to ensure continued and

7 rapid deployment of broadband networks to underserved Americans. RDOF will

8 commit up to $20.4 billion over ten years to support the availability of high-speed

9 broadband networks in rural America. RDOF Phase 1 targeted areas wholly

10 unserved by 25/3 Mbps broadband. Support was awarded through a reverse auction

11 that favored faster services with lower latency. Auction participants submitted bids

12 based on a combination of performance and latency requirements. The Phase 1

13 auction concluded on November 25, 2020 and awarded a total of $9.23 billion in

14 support over ten years. SpaceX was awarded $885 million of this support to provide

15 broadband and standalone voice services in 35 states, including $9,852,045 in

16 Michigan.1 On December 22, pursuant to the processes established by the FCC,

17 SpaceX assigned its winning bids to Starlink. Starlink has applied to this

18 Commission for designation as an ETC in Michigan, MPSC Case No. U-20954.

19 As more fully described in Starlink’s Application for ETC designation in

20 Case No. U-20954, Starlink will offer telecommunications services throughout the

21 Service Area using a combination of owned and leased facilities. SpaceX is a

1 Rural Digital Opportunity Fund Phase I Auction (Auction 904) Closes; Winning Bidders Announced, AU Docket No. 20-34, WC Docket Nos. 19-126, 10-90, DA 20-1422 (Dec. 7, 2020)

1 facilities-based satellite provider with its own fleet of satellites, earth stations,

2 gateways, switching facilities, and other associated facilities and, therefore,

3 Starlink will offer the supported services using its own facilities or a combination

4 of its own facilities and resale of another carrier’s service.

5 Starlink will provide a voice-grade access line to the PSTN by providing

6 interconnected VoIP. Starlink is exploring avenues for the provision of two-way

7 interactive voice services consistent with the requirements and goals of RDOF,

8 including using a white-label managed service provider (“MSP”) voice platform

9 that Starlink Services has certified to meet quality and performance standards

10 exceeding those required by RDOF. In this baseline plan, Starlink would provide

11 telephone services connecting consumers to its MSP’s platform using its network

12 capacity, which is available to consumers through their customer premises

13 equipment. Consumers will have the option of using a third-party, conventional

14 phone connected to a Session Initiation Protocol (“SIP”) standards-compliant

15 analog terminal adaptor or a native-IP Phone selected from a list of certified

16 models.

17 A MSP is a vendor that provides all the necessary equipment, call

18 processing software, process expertise and connections to the Public Switched

19 Telephone Network needed for Starlink to provide voice services to its customer.

20 For all purposes, our selected MSP(s) will operate as extensions of Starlink both

21 operationally and in terms of its network capabilities. Starlink will take

22 responsibility for ensuring the service works optimally, for accurate updates to

23 relevant database such as emergency response and for processes such as number

1 portability. From the customer’s point of view, Starlink will be the provider of the

2 voice service.

3 Attached as Exhibit SLS-3 is a list of Starlink’s key personnel with brief

4 biographies. Based on my vast array of experience, I believe that Starlink will have

5 no problem providing these services and competing in the telecommunications

6 market. Although SpaceX will provide financial, managerial and technical support

7 to Starlink, Starlink will be the entity that will provide telecommunications service

8 to end users in Michigan.

9 Q. Is Starlink requesting a temporary license to begin providing basic local

10 exchange services?

11 A. Yes.

12 Q. Please explain Starlink's reasons for requesting a temporary license.

13 A. Rapid deployment of service is essential to the company's venture, and so Starlink

14 would like to commence providing service as soon as possible. In addition, the

15 RDOF Auction procedure requires that Starlink obtain ETC Designation in

16 Michigan by June 7, 2021 for the census tracts for which it was awarded funds.

17 Starlink needs a temporary license to begin undertaking these initiatives.

18 Q. Does Starlink have adequate access to the capital necessary to provide service

19 in Michigan?

20 A. Yes, Starlink possesses the financial qualifications required of applicants for

21 licenses. Starlink has access to the financing necessary to fulfill any obligations it

22 may undertake with respect to the operation and maintenance of the services

23 specified in this Application. As noted above, Starlink was awarded $9,852,045 in

1 Michigan under the RDOF Auction. In addition, Starlink’s parent, SpaceX

2 guarantees Starlink’s financial obligations. Confidential Exhibit SLS-4 contains

3 audited 2018-2019 and unaudited 2020 financial statements for SpaceX which

4 demonstrates that it has adequate capital available to provide CLEC service in

5 Michigan. Because Starlink and SpaceX are privately held companies and their

6 financial statements are not public information, I am requesting confidential

7 treatment of this exhibit pursuant to § 210 of the Michigan Telecommunications

8 Act (“MTA”).

9 Q. If authorized to provide local exchange services, will Starlink abide by the

10 rules regulations, policies, and orders of the Commission, and the laws of

11 Michigan, in its provision of services?

12 A. Yes. Starlink will implement the procedures necessary to prevent any unfair

13 marketing practices, and will comply with any of the Commission's service quality

14 rules and billing standards. Starlink will comply with the applicable intraLATA

15 access requirements of incumbent local exchange telephone companies, and with

16 all other applicable Commission rules, regulations and standards, including access

17 to 911 services.

18 Q. Please describe the public interest benefits associated with Starlink's proposed

19 offering of local services in Michigan.

20 A. The Commission has stated on numerous occasions that promoting competition in

21 the provision of telecommunication services is in the public interest, and the MTA

22 was designed to promote increased competition in the telecommunications market.

23 The grant of Starlink's Application will further the public interest by expanding the

1 availability to Michigan consumers of technologically advanced

2 telecommunication facilities and services. Starlink's services benefit the public

3 directly, through the use of high-quality and reliable services, and indirectly,

4 because the presence of Starlink in the market expands the market and will increase

5 the incentives for other telecommunications providers to operate more efficiently,

6 offer more innovative services, reduce their prices, and improve their quality of

7 service. Enhanced competition in telecommunications services will also likely

8 stimulate economic development in Michigan. Approval of Starlink's Application

9 is, therefore, in the public interest because it will enhance the service options

10 available to users of telecommunication services in Michigan. Furthermore,

11 Starlink will use state-of-the-art equipment in providing all of its services.

12 Q. Will Starlink's pricing methods benefit the public interest?

13 A. Yes. Starlink will implement pricing plans that are competitive with those of ILECs

14 and CLECs presently providing service in the areas where Starlink would be

15 providing basic local exchange service.

16 Q. Does Starlink intend to provide service within one year of the date of receiving

17 its license?

18 A. Yes, we intend to offer service within one year of the date a license is granted by

19 the Commission.

20 Q. Is Starlink prepared to file tariffs prior to providing service?

21 A. Yes. Prior to the provision of basic local exchange service, Starlink will promptly

22 file a tariff that complies with all Commission rules and regulations that lists the

23 rates, terms, and conditions of service

1 Q. Does this conclude your testimony?

2 A. Yes.

EXHIBIT SLS-1

CERTIFICATE OF GOOD STANDING - MICHIGAN

U-21035 EXHIBIT SLS-1 EXHIBIT SLS-2

CERTIFICATE OF FORMATION - DELAWARE Delaware Page 1 The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF FORMATION OF “STARLINK SERVICES,

LLC”, FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF DECEMBER,

A.D. 2020, AT 11:09 O`CLOCK A.M.

4503816 8100 Authentication: 204377959 SR# 20208712090 Date: 12-21-20 You may verify this certificate online at corp.delaware.gov/authver.shtml

U-21035 EXHIBIT SLS-2 U-21035 EXHIBIT SLS-2 EXHIBIT SLS-3

BIOGRAPHIES OF SENIOR MANAGEMENT

EXHIBIT SLS-3 BIOGRAPHIES OF SENIOR MANAGEMENT

Elon Musk

Elon Musk currently leads SpaceX, Tesla, Neuralink and The Boring Company. Previously, Elon co-founded and sold PayPal, the world's leading Internet payment system, and Zip2, one of the first internet maps and directions services.

Space Exploration Technologies Corp.

As the founder and Chief Engineer at SpaceX, Elon oversees the development of rockets and spacecraft for missions to Earth orbit and ultimately to other planets. In 2008, the SpaceX Falcon 1 was the first privately developed liquid fuel rocket to reach orbit, and SpaceX made further history in 2017 by re-flying both a Falcon 9 rocket and Dragon spacecraft for the first time. Falcon Heavy, the most powerful operational rocket in the world by a factor of two, completed its first flight in 2018. In May 2020, SpaceX returned America’s ability to fly NASA astronauts to space on American vehicles for the first time since 2011. In addition to carrying astronauts to space for NASA, SpaceX’s Dragon spacecraft can also carry private passengers to Earth orbit, the ISS or beyond. Building on these achievements, SpaceX is developing Starship – a fully reusable transportation system that will carry crew and cargo to the Moon, Mars and beyond – and Starlink, which will deliver high speed broadband internet to locations where access has been unreliable, expensive, or completely unavailable. By pioneering reusable rockets and the world’s most technologically advanced spacecraft, SpaceX is pursuing the long-term goal of making humans a multi-planet species by creating a self-sustaining city on Mars.

Tesla Motors, Inc.

As the co-founder and CEO of Tesla, Elon leads all product design, engineering and global manufacturing of the company's electric vehicles, battery products and solar energy products. Since the company’s inception in 2003, Tesla’s mission has been to accelerate the world’s transition to sustainable energy. The first Tesla product, the Roadster sports car, debuted in 2008, followed by the Model S sedan, which was introduced in 2012, and the Model X SUV, which launched in 2015. Model S received Consumer Reports’ Best Overall Car and has been named the Ultimate Car of the Year by Motor Trend, while Model X was the first SUV ever to earn 5-star safety ratings in every category and sub-category in the National Highway Traffic Safety Administration’s tests. In 2017, Tesla began deliveries of Model 3, a mass-market electric vehicle with more than 320 miles of range, and unveiled Tesla Semi, which is designed to save owners at least $200,000 over a million miles based on fuel costs alone. In 2019, Tesla unveiled Cybertruck, which will have better utility than a traditional truck and more performance than a sports car, as well as the Model Y compact SUV, which began customer deliveries in early 2020.

Tesla also produces three energy storage products, the Powerwall home battery, the Powerpack commercial-scale battery, and Megapack, which is designed for utility-scale installations. In 2016, Tesla became the world’s first vertically-integrated sustainable energy company with the

U-21035 EXHIBIT SLS-3 acquisition of SolarCity, the leading provider of solar power systems in the United States, and in 2017 released Solar Roof – a beautiful and affordable energy generation product.

Neuralink

Elon is also CEO of Neuralink, which is developing ultra-high bandwidth brain-machine interfaces to connect the human brain to computers.

The Boring Company

He also launched The Boring Company, which combines fast, affordable tunneling technology with an all-electric public transportation system in order to alleviate soul-crushing urban congestion and enable high-speed, long-distance travel. The Boring Company built a 1.15 mile R&D tunnel in Hawthorne, and is currently constructing Vegas Loop, a public transportation system at the Las Vegas Convention Center.

Gwynne Shotwell

President & COO

As President and COO of SpaceX, Gwynne Shotwell is responsible for day-to-day operations and managing all customer and strategic relations to support company growth. She joined SpaceX in 2002 as Vice President of Business Development and built the Falcon vehicle family manifest to more than 100 launches, representing more than $15 billion in business. Shotwell is a member of the SpaceX Board of Directors.

Prior to joining SpaceX, Shotwell spent more than 10 years at the Aerospace Corporation, holding positions in Space Systems Engineering, Technology and Project Management. She was promoted to the role of Chief Engineer of an MLV-class satellite program, managed a landmark study for the Federal Aviation Administration on commercial space transportation, and completed an extensive analysis of space policy for NASA's future investment in space transportation.

In addition to being included on Time's 100 Most Influential People of 2020, Shotwell was awarded the 2020 Von Karmen Wings award. In 2018 Shotwell was named the Satellite Executive of the Year and she was awarded the AIM Goddard Astronautics Awards as well as the American Society of Mechanical Engineers Ralph Coats Roe Medal. Fortune Magazine placed Shotwell at #42 on their list of the World's 50 Greatest Leaders in 2018 and Forbes named her #55 on their list of Power Women in 2019. Gwynne was inducted into the National Academy of Engineering in 2020 and in 2019 was appointed to the National Space Council Users' Advisory Group In 2014, Shotwell was appointed to the United States Export Import Bank's Advisory Committee and the Federal Aviation Administration's Management Advisory Council. Shotwell was elected to the honorable grade of Fellow with the American Institute of Aeronautics and Astronautics.

U-21035 EXHIBIT SLS-3 Through leadership in both corporate and external science, technology, engineering and math (STEM) programs, Shotwell has helped raise over $1.8 million for STEM programs reaching thousands of students nationwide.

Shotwell received, with honors, her bachelor's and master's degrees from Northwestern University in Mechanical Engineering and Applied Mathematics, and serves on their Board. She has authored dozens of papers on a variety of space related subjects.

David Goldman

Director, Satellite Policy

David Goldman is the Director of Satellite Policy for SpaceX. Prior to joining SpaceX, he was the Chief Counsel for the Communication and Technology Subcommittee since January 2015. Before that, he served as the Senior Legal Advisor for FCC Commissioner Jessica Rosenworcel. He was the Commissioner’s chief advisor on wireless, international, and public safety issues, along with responsibility for other issues of policy, strategy, public relations, and office operations. David joined Commissioner Rosenworcel’s office from the United States Senate Committee on Commerce, Science, and Transportation, where he served on detail as Counsel to the Subcommittee on Communications, Technology, and the Internet.

Prior to serving on Capitol Hill, David served in a number of positions at the FCC, including in the office of Chairman Genachowski and as a Policy Advisor to the Chief of the Wireless Telecommunications Bureau. He joined the agency as an Honors Attorney, serving as Attorney Advisor in the Spectrum Competition and Policy Division of the Wireless Telecommunications Bureau. Before this, he served as Staff Law Clerk at the United States Court of Appeals for the Seventh Circuit in Chicago. He also worked as an associate at the law firm Hughes Hubbard & Reed in New York.

He received his law degree from the University of Pennsylvania and his undergraduate degree from the University of Florida.

Mark Juncosa

Mark Juncosa joined SpaceX in 2005, and currently serves as VP of Vehicle Engineering, and is primarily focused on Starlink engineering.

Mark attended Cornell University, earning a Bachelor’s degree in Economics and a Master’s degree in Systems Engineering. Upon graduation, Mark joined SpaceX. His first role at SpaceX was as a Structures Engineer working on the Friction Stir Welding machine. Mark transitioned into a leadership position by first tackling Dragon Structures. His scope expanded to include Falcon, and also ushered in the change to an integrated Vehicle Engineering organization. Most recently, he has focused on leading the communication satellite constellation (Starlink).

U-21035 EXHIBIT SLS-3 Richard Lee

Senior Director, Tax & Treasury

Richard Lee is the Senior Director of Tax and Treasury for SpaceX and as such leads the tax and treasury functions for the company. Richard has over 20 years of experience in the financial services and tax field, having previously been a Partner at PwC’s Banking and Capital Markets Practice. He has also previously served as Vice President at International Lease Finance Corporation, Senior Vice President at Macquarie Capital (USA) Inc., and Managing Director in KPMG’s Financial Services Practice in variety of tax and finance positions in New York and Los Angeles.

Richard received his B.A. in Business Economics from University of California Los Angeles, J.D. from Loyola Law School, LL.M. in Taxation from New York University School of Law, and M.B.A. in Finance from The Wharton School at University of Pennsylvania. He is a certified public accountant and a member of the California State Bar.

Ted Price

Senior Counsel, Telecommunications

Ted Price is Senior Counsel, Telecommunications for SpaceX. He is responsible for regulatory compliance matters for SpaceX’s Starlink satellite internet service in the United States and internationally. Prior to joining SpaceX, Ted was Assistant General Counsel for CenturyLink (now Lumen Technologies) and two of its predecessor companies, Level 3 Communications and Global Crossing. He has extensive experience handling federal, state and international telecommunications regulatory matters, global policy issues and complex transactions such as interconnection agreements and internet peering agreements. Prior to his in-house positions, Ted was an attorney with the Washington, DC, office of Vinson & Elkins, where he represented telecommunications carriers from around the world in a wide range of transactions and regulatory matters.

Ted holds a Juris Doctor degree from the George Washington University Law School, where he was an editor of The George Washington Journal of International Law and Economics, and a Master of Laws degree in international law from Cambridge University. He holds an undergraduate degree in political science and sociology from the University of Massachusetts Amherst. He is admitted to practice law in New York, Massachusetts, the District of Columbia and before the U.S. Court of Appeals for the District of Columbia Circuit.

U-21035 EXHIBIT SLS-3 CONFIDENTIAL EXHBIT SLS-4

AUDITED 2018-2019 and UNAUDITED 2020 FINANCIALS OF PARENT