##### 



UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from      to
 Commission file number 001-32548
 NeuStar, Inc.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    52-2141938
(I.R.S. Employer
Identification No.)
 46000 Center Oak Plaza
Sterling, Virginia 20166
 (571) 434-5400
 þ o
  þ o o
 o þ




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##### 



NeuStar, Inc.
Index
 PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets as of December 31, 2006 and March 31, 2007 (unaudited)Unaudited Consolidated Statements of Operations for the three months ended
March 31, 2006 and 2007Unaudited Consolidated Statements of Cash Flows for the three months ended
March 31, 2006 and 2007Notes to Unaudited Consolidated Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures about Market RiskItem 4. Controls and ProceduresPART II  OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSignatures
 2




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##### 



PART I FINANCIAL INFORMATION
 Item 1. Financial Statements
 NEUSTAR, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 December 31,
    
    
    March 31,2006
    
    
    2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    39,242
    
    
    $
    54,883Restricted cash
    
    
    
    
    
    
    100Short-term investments
    
    
    19,010
    
    
    
    17,209Accounts receivable, net of allowance for
doubtful accounts of $1,103 and $1,423,
respectively
    
    
    53,108
    
    
    
    62,212Unbilled receivables
    
    
    810
    
    
    
    721Notes receivable
    
    
    1,994
    
    
    
    2,034Prepaid expenses and other current assets
    
    
    6,945
    
    
    
    7,656Deferred costs
    
    
    6,032
    
    
    
    5,951Income tax receivable
    
    
    893
    
    
    
    9,093Deferred tax asset
    
    
    7,641
    
    
    
    8,930Total current assets
    
    
    135,675
    
    
    
    168,789Property and equipment, net
    
    
    42,678
    
    
    
    42,256Goodwill
    
    
    205,855
    
    
    
    207,168Intangible assets, net
    
    
    51,196
    
    
    
    47,885Notes receivable, long-term
    
    
    2,918
    
    
    
    2,394Deferred costs, long-term
    
    
    4,411
    
    
    
    4,792Deferred tax asset, long-term
    
    
    4,500
    
    
    
    Other assets
    
    
    1,026
    
    
    
    1,912Total assets
    
    $
    448,259
    
    
    $
    475,196
 See accompanying notes.
 3




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##### 



NEUSTAR, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 December 31,
    
    
    March 31,2006
    
    
    2007(unaudited)LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,619
    
    
    $
    4,946Accrued expenses
    
    
    49,460
    
    
    
    37,183Deferred revenue
    
    
    22,923
    
    
    
    28,082Notes payable
    
    
    768
    
    
    
    608Capital lease obligations
    
    
    4,367
    
    
    
    3,597Accrued restructuring reserve
    
    
    368
    
    
    
    377Other liabilities
    
    
    200
    
    
    
    100Total current liabilities
    
    
    81,705
    
    
    
    74,893Deferred revenue, long-term
    
    
    17,921
    
    
    
    17,734Notes payable, long-term
    
    
    174
    
    
    
    18Capital lease obligations, long-term
    
    
    3,751
    
    
    
    3,156Accrued restructuring reserve, long-term
    
    
    2,206
    
    
    
    2,105Other liabilities
    
    
    1,356
    
    
    
    1,695Deferred tax liability
    
    
    
    
    
    
    638Total liabilities
    
    
    107,113
    
    
    
    100,239Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Preferred stock, $0.001 par value; 100,000,000 shares
authorized; No shares issued or outstanding as of December
31, 2006 and March 31, 2007
    
    
    
    
    
    
    Class A common stock, par value $0.001; 200,000,000 shares
authorized; 74,351,200 and 75,712,966 shares issued and
outstanding at December 31, 2006 and March 31, 2007,
respectively
    
    
    74
    
    
    
    76Class B common stock, par value $0.001; 100,000,000 shares
authorized; 18,330 and 10,166 shares issued and outstanding
at December 31, 2006 and March 31, 2007, respectively
    
    
    
    
    
    
    Additional paid-in capital
    
    
    243,395
    
    
    
    262,364Treasury stock, 756 and 95,178 shares, respectively, at cost
    
    
    (22
    )
    
    
    (3,150
    )Retained earnings
    
    
    97,699
    
    
    
    115,667Total stockholders equity
    
    
    341,146
    
    
    
    374,957Total liabilities and stockholders equity
    
    $
    448,259
    
    
    $
    475,196
 See accompanying notes.
 4




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##### 



NEUSTAR, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 Three Months EndedMarch 31,2006
    
    
    2007Revenue:Addressing
    
    $
    23,414
    
    
    $
    27,003Interoperability
    
    
    14,117
    
    
    
    14,932Infrastructure and other
    
    
    38,632
    
    
    
    55,513Total revenue
    
    
    76,163
    
    
    
    97,448Operating expense:Cost of revenue (excluding depreciation and
amortization shown separately below)
    
    
    20,875
    
    
    
    23,078Sales and marketing
    
    
    9,143
    
    
    
    18,636Research and development
    
    
    4,141
    
    
    
    6,569General and administrative
    
    
    7,281
    
    
    
    10,769Depreciation and amortization
    
    
    4,448
    
    
    
    9,06445,888
    
    
    
    68,116Income from operations
    
    
    30,275
    
    
    
    29,332Other (expense) income:Interest expense
    
    
    (347
    )
    
    
    (350
    )Interest income
    
    
    669
    
    
    
    649Income before minority interest and income taxes
    
    
    30,597
    
    
    
    29,631Minority interest
    
    
    (95
    )
    
    
    Income before income taxes
    
    
    30,502
    
    
    
    29,631Provision for income taxes
    
    
    12,217
    
    
    
    11,663Net income
    
    $
    18,285
    
    
    $
    17,968Net income per common share:Basic
    
    $
    0.26
    
    
    $
    0.24Diluted
    
    $
    0.24
    
    
    $
    0.23Weighted average common shares outstanding:Basic
    
    
    70,339
    
    
    
    74,688Diluted
    
    
    77,657
    
    
    
    79,031
 See accompanying notes.
 5




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##### 



NEUSTAR, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Three Months EndedMarch 31,2006
    
    
    2007Operating activities:Net income
    
    $
    18,285
    
    
    $
    17,968Adjustments
to reconcile net income to net cash (used in) provided by
operating activities:Depreciation and amortization
    
    
    4,448
    
    
    
    9,064Stock-based compensation
    
    
    2,399
    
    
    
    3,563Amortization of deferred financing costs
    
    
    5
    
    
    
    29Excess tax benefits from stock-based compensation
    
    
    (27,085
    )
    
    
    (10,326
    )Deferred income taxes
    
    
    4,041
    
    
    
    3,849Provision for doubtful accounts
    
    
    225
    
    
    
    484Minority interest
    
    
    95
    
    
    
    Changes in operating assets and liabilities, net of acquisitions:Accounts receivable
    
    
    (13,936
    )
    
    
    (9,164
    )Unbilled receivables
    
    
    (1,308
    )
    
    
    89Notes and securitized notes receivable
    
    
    640
    
    
    
    484Prepaid expenses and other current assets
    
    
    2,188
    
    
    
    (540
    )Deferred costs
    
    
    (120
    )
    
    
    (300
    )Income tax receivable
    
    
    7,584
    
    
    
    2,126Other assets
    
    
    136
    
    
    
    (914
    )Other liabilities
    
    
    
    
    
    
    39Accounts payable and accrued expenses
    
    
    (14,524
    )
    
    
    (10,994
    )Accrued restructuring reserve
    
    
    (185
    )
    
    
    (92
    )Deferred revenue
    
    
    1,976
    
    
    
    4,298Net cash (used in) provided by operating activities
    
    
    (15,136
    )
    
    
    9,663Investing activities:Purchases of property and equipment
    
    
    (3,193
    )
    
    
    (4,623
    )(Purchases) sales of investments, net
    
    
    (21,525
    )
    
    
    1,802Businesses acquired, net of cash
    
    
    (4,300
    )
    
    
    (1,569
    )Net cash used in investing activities
    
    
    (29,018
    )
    
    
    (4,390
    )Financing activities:Disbursement of restricted cash
    
    
    (4
    )
    
    
    (100
    )Principal repayments on notes payable
    
    
    (494
    )
    
    
    (316
    )Principal repayments on capital lease obligations
    
    
    (1,512
    )
    
    
    (1,495
    )Proceeds from exercise of common stock options
    
    
    7,552
    
    
    
    5,081Excess tax benefits from stock-based compensation
    
    
    27,085
    
    
    
    10,326Repurchase of restricted stock awards
    
    
    
    
    
    
    (3,128
    )Net cash provided by financing activities
    
    
    32,627
    
    
    
    10,368Net (decrease) increase in cash and cash equivalents
    
    
    (11,527
    )
    
    
    15,641Cash and cash equivalents at beginning of period
    
    
    27,529
    
    
    
    39,242Cash and cash equivalents at end of period
    
    $
    16,002
    
    
    $
    54,883
 See accompanying notes.
 6




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2007
 1. DESCRIPTION OF BUSINESS AND ORGANIZATION
   
    
    Addressing.The Company enables CSPs to use critical,
shared addressing resources, such as telephone numbers,
Internet top-level domain names, and U.S. Common Short
Codes.
    
    Interoperability.The Company enables CSPs to exchange and
share critical operating data so that communications
originating on one providers network can be delivered and
received on the network of another CSP. The Company also
facilitates order management and work flow processing among
CSPs.
    
    Infrastructure and Other.The Company enables CSPs to
manage their networks more efficiently by centrally
managing certain critical data they use to route
communications over their own networks.
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Unaudited Interim Financial Information
   7




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Use of Estimates
  Goodwill
 Goodwill and Other Intangible Assets
  Identifiable Intangible Assets
 Accounting for Impairment or Disposal of Long-Lived Assets
  Years
    
    MethodAcquired technologies
    
    3 to 4
    
    Straight-lineCustomer lists and relationships
    
    3 to 7
    
    VariousTrade name
    
    3
    
    Straight-line
  Impairment of Long-Lived Assets
  Revenue Recognition
 Revenue Recognition
 8




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Addressing
    Interoperability
  Infrastructure and Other
  9




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Significant Contracts
    Service Level Standards
  Cost of Revenue and Deferred Costs
   10




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Stock-Based Compensation
 Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation Share-Based Payment
 Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards
 Basic and Diluted Net Income per Common Share
  Income Taxes
 Accounting for Income
Taxes .
  11




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109 i.e.
 Comprehensive Net Income
  Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 3. ACQUISITION
 I-View.com, Inc. (d/b/a MetaInfo)
 Business Combinations
 12




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  4. GOODWILL AND INTANGIBLE ASSETS
  December 31,
    
    March 31,2006
    
    2007(unaudited)Goodwill
    
    $
    205,855
    
    
    $
    207,168
  Weighted-AverageAmortizationDecember 31,
    
    
    March 31,
    
    
    Period2006
    
    
    2007
    
    
    (In Years)(unaudited)
    
    
    (unaudited)Intangible assets:Customer lists and relationships
    
    $
    43,467
    
    
    $
    43,740
    
    
    
    5.7Accumulated amortization
    
    
    (5,817
    )
    
    
    (8,327
    )Customer lists and relationships, net
    
    
    37,650
    
    
    
    35,413Acquired technology
    
    
    16,808
    
    
    
    17,069
    
    
    
    3.1Accumulated amortization
    
    
    (3,416
    )
    
    
    (4,734
    )Acquired technology, net
    
    
    13,392
    
    
    
    12,335Trade name
    
    
    200
    
    
    
    200
    
    
    
    3.0Accumulated amortization
    
    
    (46
    )
    
    
    (63
    )Trade name, net
    
    
    154
    
    
    
    137Intangible assets, net
    
    $
    51,196
    
    
    $
    47,885
  5. NOTES PAYABLE
  13




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   6. STOCKHOLDERS EQUITY
 Stock-Based Compensation
   Stock Options
  14




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Three Months EndedMarch 31,2006
    
    2007Dividend yield
    
    
    0.00
    %
    
    
    0.00
    %Expected volatility
    
    
    39.33
    %
    
    
    33.37
    %Risk-free interest rate
    
    
    4.54
    %
    
    
    4.46
    %Expected life of options (in years)
    
    
    4.59
    
    
    
    4.61
    Share-Based Payment
  Weighted-AverageShares
    
    Exercise PriceOutstanding at December 31, 2006
    
    
    7,916,728
    
    
    $
    10.83Options granted
    
    
    644,330
    
    
    
    32.59Options exercised
    
    
    (1,124,769
    )
    
    
    4.52Options canceled
    
    
    (238,057
    )
    
    
    13.82Outstanding March 31, 2007
    
    
    7,198,232
    
    
    
    13.66Exercisable at March 31, 2007
    
    
    3,851,636
    
    
    
    6.05
  15




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Restricted Stock
  Weighted-AverageGrant DateShares
    
    Fair ValueNon-vested December 31, 2006
    
    
    103,223
    
    
    $
    31.41Granted
    
    
    5,000
    
    
    
    32.59Vested
    
    
    (12,247
    )
    
    
    30.20Forfeited
    
    
    (2,525
    )
    
    
    30.20Non-vested March 31, 2007
    
    
    93,451
    
    
    
    31.67
  Performance Vested Stock Units
   Weighted-AverageGrant DateShares
    
    Fair ValueNon-vested December 31, 2006
    
    
    
    
    
    $
    Granted
    
    
    322,290
    
    
    
    32.59Vested
    
    
    
    
    
    
    Forfeited
    
    
    (800
    )
    
    
    32.59Non-vested March 31, 2007
    
    
    321,490
    
    
    
    32.59
  16




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Restricted Stock Units
  Phantom Stock Units
  Treasury Stock
  17




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 7. BASIC AND DILUTED NET INCOME PER COMMON SHARE
  Three Months EndedMarch 31,2006
    
    
    2007Computation of basic net income per common share:Net income
    
    $
    18,285
    
    
    $
    17,968Weighted average common shares outstanding  basic
    
    
    70,339
    
    
    
    74,688Basic net income per common share
    
    $
    0.26
    
    
    $
    0.24Computation of diluted net income per common share:Net income
    
    $
    18,285
    
    
    $
    17,968Weighted average common shares outstanding  basic
    
    
    70,339
    
    
    
    74,688Effect of dilutive securities:Stock-based awards
    
    
    7,318
    
    
    
    4,343Weighted average common shares outstanding  diluted
    
    
    77,657
    
    
    
    79,031Diluted net income per common share
    
    $
    0.24
    
    
    $
    0.23
 8. SEGMENT INFORMATION
 Disclosure About Segments of an Enterprise and Related Information .
   18




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Clearinghouse
    
    
    NGM
    
    
    ConsolidatedServices
    
    
    Services
    
    
    TotalRevenue
    
    $
    96,906
    
    
    $
    542
    
    
    $
    97,448Income (loss) from operations
    
    
    37,828
    
    
    
    (8,496
    )
    
    
    29,332Total assets
    
    
    311,115
    
    
    
    164,081
    
    
    
    475,196Goodwill
    
    
    87,044
    
    
    
    120,124
    
    
    
    207,168Intangible
assets, net
    
    
    20,182
    
    
    
    27,703
    
    
    
    47,885
 9. INCOME TAXES
     19




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
  Overview
   Recent Developments
  Critical Accounting Policies and Estimates
  20




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##### 



Deferred Income Taxes
   Accounting for Uncertainty in Income
Taxesan interpretation of FASB Statement No. 109, Accounting
for Income Taxes i.e.
 Acquisitions
 NeuLevel, Inc.
 Business Combinations
 21




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##### 



UltraDNS Corporation
 Business Combinations
  Followap Inc.
   I-View.com, Inc. (d/b/a MetaInfo)
  22




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##### 



Consolidated Results of Operations
 Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2007
  Three Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,2006
    
    
    2007
    
    
    2006 vs. 2007$
    
    
    $
    
    
    $ Change
    
    
    % Change(unaudited)(in thousands, except per share data)Revenue:Addressing
    
    
    23,414
    
    
    
    27,003
    
    
    
    3,589
    
    
    
    15.3Interoperability
    
    
    14,117
    
    
    
    14,932
    
    
    
    815
    
    
    
    5.8Infrastructure and other
    
    
    38,632
    
    
    
    55,513
    
    
    
    16,881
    
    
    
    43.7Total revenue
    
    
    76,163
    
    
    
    97,448
    
    
    
    21,285
    
    
    
    27.9Operating expense:Cost of revenue (excluding depreciation and
amortization shown separately below)
    
    
    20,875
    
    
    
    23,078
    
    
    
    2,203
    
    
    
    10.6Sales and marketing
    
    
    9,143
    
    
    
    18,636
    
    
    
    9,493
    
    
    
    103.8Research and development
    
    
    4,141
    
    
    
    6,569
    
    
    
    2,428
    
    
    
    58.6General and administrative
    
    
    7,281
    
    
    
    10,769
    
    
    
    3,488
    
    
    
    47.9Depreciation and amortization
    
    
    4,448
    
    
    
    9,064
    
    
    
    4,616
    
    
    
    103.845,888
    
    
    
    68,116
    
    
    
    22,228
    
    
    
    48.4Income from operations
    
    
    30,275
    
    
    
    29,332
    
    
    
    (943
    )
    
    
    (3.1
    )Other (expense) income:Interest expense
    
    
    (347
    )
    
    
    (350
    )
    
    
    (3
    )
    
    
    (0.9
    )Interest income
    
    
    669
    
    
    
    649
    
    
    
    (20
    )
    
    
    (3.0
    )Income before minority interest and income taxes
    
    
    30,597
    
    
    
    29,631
    
    
    
    (966
    )
    
    
    (3.2
    )Minority interest
    
    
    (95
    )
    
    
    
    
    
    
    95
    
    
    
    100.0Income before income taxes
    
    
    30,502
    
    
    
    29,631
    
    
    
    (871
    )
    
    
    (2.9
    )Provision for income taxes
    
    
    12,217
    
    
    
    11,663
    
    
    
    (554
    )
    
    
    (4.5
    )Net income
    
    
    18,285
    
    
    
    17,968
    
    
    
    (317
    )
    
    
    (1.7
    )Net income attributable to common stockholders
per common share:Basic
    
    $
    0.26
    
    
    $
    0.24Diluted
    
    $
    0.24
    
    
    $
    0.23Weighted average common shares outstanding:Basic
    
    
    70,339
    
    
    
    74,688Diluted
    
    
    77,657
    
    
    
    79,031
 23




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##### 



Revenue
 Total revenue
 Addressing
 Interoperability
 Infrastructure and other
 Expense
 Cost of revenue
 Sales and marketing
 Research and development
 24




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##### 



General and administrative.
 Depreciation and amortization
 Interest expense
 Interest income
 Provision for income taxes
 Additional Information regarding NGM Segment
  NGM Revenue
 Operating expense
 Segment
loss from operations
 Liquidity and Capital Resources
 Share-Based Payment,
 25




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Discussion of Cash Flows
 Cash flows from operations
  Cash flows from investing
  Cash flows from financing
  Recent Accounting Pronouncements
 Fair Value Measurements
 26




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The Fair Value Option for Financial Assets and
Financial Liabilities
 Off-Balance Sheet Arrangements
  Item 3. Quantitative and Qualitative Disclosures about Market Risk
  Item 4. Controls and Procedures
    27




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PART II  OTHER INFORMATION
 Item 1. Legal Proceedings
  Item 1A. Risk Factors
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults upon Senior Securities
  Item 4. Submission of Matters to a Vote of Security Holders
  Item 5. Other Information
  28




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Item 6. Exhibits
 Exhibit No.
    
    Description3.1
    
    Restated Certificate of Incorporation, incorporated herein by
reference to Exhibit 3.1 to Amendment No. 7 to NeuStars
Registration Statement on Form S-1, filed June 28, 2005 (File
No. 333-123635).3.2
    
    Amended and Restated Bylaws, incorporated herein by reference
to Exhibit 3.2 to our Annual Report on Form 10-K, filed March
1, 2007.10.3.2
    
    Amendments to National Thousands-Block Pooling Administration
agreement awarded to NeuStar, Inc. by the Federal
Communications Commission.10.4.2
    
    Amendment to North American Numbering Plan Administrator
agreement awarded to NeuStar, Inc. by the Federal
Communications Commission.10.5.2
    
    Amendment to .us Top-Level Domain Registry Management and
Coordination agreement awarded to NeuStar, Inc. by the
National Institute of Standards and Technology on behalf of
the Department of Commerce on October 26, 2001.10.7.1
    
    Amendment, dated as of March 21, 2007, to Common Short Code
License Agreement between the Cellular Telecommunications and
Internet Association and NeuStar, Inc.31.1
    
    Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 29




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SIGNATURES
  NeuStar, Inc.Date: May 10, 2007
    By:
    /s/ Jeffrey A. BabkaJeffrey A. BabkaChief Financial Officer
(Principal Financial and Accounting Officer
and Duly Authorized Officer) 30




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Exhibit
Index
 Exhibit No.
    
    Description3.1
    
    Restated Certificate of Incorporation, incorporated herein by
reference to Exhibit 3.1 to Amendment No. 7 to NeuStars
Registration Statement on Form S-1, filed June 28, 2005 (File
No. 333-123635).3.2
    
    Amended and Restated Bylaws, incorporated herein by reference
to Exhibit 3.2 to our Annual Report on Form 10-K, filed March
1, 2007.10.3.2
    
    Amendments to National Thousands-Block Pooling Administration
agreement awarded to NeuStar, Inc. by the Federal
Communications Commission.10.4.2
    
    Amendment to North American Numbering Plan Administrator
agreement awarded to NeuStar, Inc. by the Federal
Communications Commission.10.5.2
    
    Amendment to .us Top-Level Domain Registry Management and
Coordination agreement awarded to NeuStar, Inc. by the
National Institute of Standards and Technology on behalf of
the Department of Commerce on October 26, 2001.10.7.1
    
    Amendment, dated as of March 21, 2007, to Common Short Code
License Agreement between the Cellular Telecommunications and
Internet Association and NeuStar, Inc.31.1
    
    Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 31