##### 



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 1934For the quarterly period ended
    September 30, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission file number
    001-32548
  NeuStar, Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

52-2141938(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)    46000 Center Oak Plaza
    Sterling, Virginia 20166 (Address of principal
    executive offices) (zip code)
   (571) 434-5400 (Registrants telephone
    number, including area code)
  þ o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ




---



##### 



NeuStar,
    Inc.
    Index
  
  PART I
    FINANCIAL INFORMATIONItem 1.


Financial
    Statements


3Consolidated
    Balance Sheets as of December 31, 2005 and
    September 30, 2006 (unaudited)


3Unaudited
    Consolidated Statements of Operations for the three and nine
    months ended September 30, 2005 and 2006


4Unaudited
    Consolidated Statements of Cash Flows for the nine months ended
    September 30, 2005 and 2006


5Notes to Unaudited
    Consolidated Financial Statements


6Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


20Item 3.


Quantitative and
    Qualitative Disclosures about Market Risk


30Item 4.


Controls and
    Procedures


30PART II
    OTHER INFORMATIONItem 1.


Legal
    Proceedings


30Item 1A.


Risk
    Factors


30Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


31Item 3.


Defaults upon
    Senior Securities


31Item 4.


Submission of
    Matters to a Vote of Security Holders


31Item 5.


Other
    Information


31Item 6.


Exhibits


31Signatures


32   2




---



##### 



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  NEUSTAR,
    INC.
 CONSOLIDATED BALANCE SHEETS  December 31,


September 30,2005


2006(Unaudited)(In thousands, except share and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
27,529


$
27,055Restricted cash


374



388Short-term investments


75,946



111,451Accounts receivable, net of
    allowance for doubtful accounts of $494 and $1,014, respectively


30,982



46,379Unbilled receivables


6,394



501Notes receivable






1,954Securitized notes receivable


1,074



Prepaid expenses and other current
    assets


8,054



7,621Deferred costs


4,819



5,871Income tax receivable


14,595



23,141Deferred tax asset


12,216



4,480Total current assets


181,983



228,841Property and equipment, net


39,627



38,316Goodwill


51,495



86,189Intangible assets, net


2,655



23,173Notes receivable, long-term






3,431Deferred costs, long-term


5,454



4,781Deferred tax asset, long-term






10,624Other assets


557



222Total assets

$
281,771


$
395,577LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,119


$
3,651Accrued expenses


36,880



35,601Deferred revenue


20,006



22,472Notes payable


1,232



929Capital lease obligations


5,540



3,910Accrued restructuring reserve


536



392Total current liabilities


68,313



66,955Deferred revenue, long-term


18,463



17,954Notes payable, long-term


1,019



330Capital lease obligations, long-term


3,440



931Accrued restructuring reserve,
    long-term


2,572



2,300Other liabilities


500



500Deferred tax liability


1,197



Total liabilities


95,504



88,970Minority interest


104



Commitments and contingencies






Stockholders equity:Preferred stock, $0.001 par
    value; 100,000,000 shares authorized; No shares issued or
    outstanding as of December 31, 2005 and September 30,
    2006






Class A common stock, par
    value $0.001; 200,000,000 shares authorized; 68,150,690 and
    73,275,500 shares issued and outstanding at
    December 31, 2005 and September 30, 2006, respectively


68



73Class B common stock, par
    value $0.001; 100,000,000 shares authorized; 199,152 and
    21,480 shares issued and outstanding at December 31,
    2005 and September 30, 2006, respectively






Additional paid-in capital


163,741



227,393Deferred stock compensation


(1,446
)


Retained earnings


23,800



79,141Total stockholders equity


186,163



306,607Total liabilities and
    stockholders equity

$
281,771


$
395,577    3




---



##### 



NEUSTAR,
    INC.
 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2005


2006


2005


2006(In thousands, except per share data)Revenue:Addressing

$
19,190


$
28,645


$
57,765


$
75,507Interoperability


12,242



13,550



38,819



40,911Infrastructure and other


27,528



40,314



82,464



124,517Total revenue


58,960



82,509



179,048



240,935Operating expense:Cost of revenue (excluding
    depreciation and amortization shown separately below)


17,124



21,591



46,154



62,422Sales and marketing


7,186



12,185



21,775



32,754Research and development


3,092



4,625



8,540



12,782General and administrative


5,626



9,966



22,045



25,551Depreciation and amortization


4,223



6,212



11,740



16,493Restructuring charges (recoveries)


17







(389
)


37,268



54,579



109,865



150,002Income from operations


21,692



27,930



69,183



90,933Other (expense) income:Interest expense


(503
)


(240
)


(1,715
)


(927
)Interest income


559



1,328



1,756



2,729Income before minority interest
    and income taxes


21,748



29,018



69,224



92,735Minority interest














(95
)Income before income taxes


21,748



29,018



69,224



92,640Provision for income taxes


8,691



11,914



27,653



37,299Net income


13,057



17,104



41,571



55,341Dividends on and accretion of
    preferred stock










(4,313
)


Net income attributable to common
    stockholders

$
13,057


$
17,104


$
37,258


$
55,341Net income attributable to common
    stockholders per common share:Basic

$
0.22


$
0.23


$
1.49


$
0.77Diluted

$
0.17


$
0.22


$
0.54


$
0.71Weighted average common shares
    outstanding:Basic


60,351



73,042



25,016



71,849Diluted


77,462



78,399



76,813



78,096    4




---



##### 



NEUSTAR,
    INC.
 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS  Nine Months EndedSeptember 30,2005


2006(In thousands)Operating activities:Net income

$
41,571


$
55,341Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


11,740



16,493Stock-based compensation


2,541



8,650Amortization of deferred financing
    costs


49



5Excess tax benefits from
    stock-based compensation






(42,419
)Deferred income taxes


(263
)


2,852Non-cash restructuring recoveries


(389
)


Provision for doubtful accounts


551



1,070Minority interest






95Changes in operating assets and
    liabilities, net of acquisitions:Accounts receivable


606



(15,926
)Unbilled receivables


(4,232
)


6,253Notes and securitized notes
    receivable


3,224



(4,311
)Prepaid expenses and other current
    assets


(1,535
)


731Deferred costs


(3,746
)


(379
)Income tax receivable






33,873Other assets


539



393Accounts payable and accrued
    expenses


(2,494
)


(2,429
)Income tax payable


(106
)


Accrued restructuring reserve


(1,306
)


(416
)Customer credits


(11,906
)


Deferred revenue


7,076



1,485Net cash provided by operating
    activities


41,920



61,361Investing activities:Purchases of property and equipment


(11,169
)


(10,183
)Purchases of investments, net


(23,340
)


(35,505
)Businesses acquired, net of cash


(2,164
)


(66,925
)Net cash used in investing
    activities


(36,673
)


(112,613
)Financing activities:Release (disbursement) of
    restricted cash


4,304



(14
)Principal repayments on notes
    payable


(4,322
)


(1,126
)Principal repayments on capital
    lease obligations


(4,526
)


(4,535
)Proceeds from exercise of common
    stock options


2,571



14,034Excess tax benefits from
    stock-based compensation






42,419Payment of preferred stock
    dividends


(6,264
)


Net cash (used in) provided by
    financing activities


(8,237
)


50,778Net decrease in cash and cash
    equivalents


(2,990
)


(474
)Cash and cash equivalents at
    beginning of period


19,019



27,529Cash and cash equivalents at end
    of period

$
16,029


$
27,055    5




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,
    2005 AND 2006
  1.
    DESCRIPTION
    OF BUSINESS AND ORGANIZATION      
    Addressing.  The Company enables CSPs to use
    critical, shared addressing resources, such as telephone
    numbers, Internet 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 more efficiently manage changes in their own networks by
    centrally managing certain critical data they use to route
    communications over their own networks.       6




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Unaudited
    Interim Financial Information
  Form 10-Q Regulation S-X.
  Form 10-K
  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

3 to 7

VariousTrade name

3

Straight-line  7




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impairment
    of Long-Lived Assets
    Revenue
    Recognition
  Revenue
    Recognition.
    Addressing
      set-up set-up
 8




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Interoperability
  set-up set-up
  Infrastructure
    and Other
    Significant
    Contracts
     9




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cost
    of Revenue and Deferred Costs
      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
 10




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Basic
    and Diluted Net Income Attributable to Common Stockholders per
    Common Share
    Income
    Taxes
  Accounting for Income Taxes
  Comprehensive
    Net Income
    Recent
    Accounting Pronouncements
  Accounting for
    Uncertainty in Income Taxes Accounting for Contingencies.
  3.
    ACQUISITIONS  NeuLevel,
    Inc.
  Business Combinations
  UltraDNS Corporation
   11




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Accounts receivable

$
1,221Unbilled receivables


360Prepaid expenses and other current
    assets


298Property and equipment


1,020Other assets


63Deferred tax assets, net


8,505Accounts payable


(173
)Accrued expenses


(1,175
)Deferred revenue


(472
)Notes payable


(134
)Other liabilities


(14
)Net tangible assets acquired


9,499Definite-lived intangible assets
    acquired


20,000Goodwill


33,126Total purchase price

$
62,625      12




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Three Months Ended


Nine Months EndedSeptember 30,


September 30,2005


2006


2005


2006(In thousands, except per share data)(Unaudited)Total revenue

$
62,023


$
82,509


$
187,106


$
246,162Net income

$
12,090


$
17,104


$
38,592


$
54,712Net income attributable to common
    stockholders per common share:Basic

$
0.20


$
0.23


$
1.37


$
0.76Diluted

$
0.16


$
0.22


$
0.50


$
0.70   4.
    GOODWILL
    AND INTANGIBLE ASSETS    December 31,


September 30,2005


2006(Unaudited)Goodwill

$
51,495


$
86,189  13




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-AverageDecember 31,


September 30,


Amortization Period2005


2006


(In Years)(Unaudited)Intangible assets:Customer lists

$
3,566


$
22,667



6.2Accumulated amortization


(1,441
)


(4,044
)Customer lists, net


2,125



18,623Acquired technology


2,208



7,007



3.2Accumulated amortization


(1,678
)


(2,627
)Acquired technology, net


530



4,380Trade names






200



3.0Accumulated amortization






(30
)Trade names, net






170Intangible assets, net

$
2,655


$
23,173     5.
    STOCKHOLDERS
    EQUITY  Stock-Based
    Compensation
     14




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           15




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2005


2005(In thousands, exceptper share data)Pro forma basic net income
    attributable to common stockholders:Basic net income attributable to
    common stockholders, as reported

$
13,057


$
37,258Add: stock-based compensation
    expense included in reported net income attributable to common
    stockholders


66



1,535Deduct: total stock-based
    compensation expense determined under fair value-based method
    for all awards


(1,223
)


(5,038
)Pro forma basic net income
    attributable to common stockholders

$
11,900


$
33,755Pro forma diluted net income
    attributable to common stockholders:Basic net income attributable to
    common stockholders, as reported

$
13,057


$
37,258Dividends on and accretion of
    convertible preferred stock






4,313Diluted net income attributable to
    common stockholders


13,057



41,571Add: stock-based compensation
    expense included in reported net income attributable to common
    stockholders


66



1,535Deduct: total stock-based
    compensation expense determined under fair value-based method
    for all awards


(1,223
)


(5,038
)Pro forma diluted net income
    attributable to common stockholders

$
11,900


$
38,068Net income attributable to common
    stockholders per common share:Basic  as reported

$
0.22


$
1.49Basic  pro forma

$
0.20


$
1.35Diluted  as reported

$
0.17


$
0.54Diluted  pro forma

$
0.15


$
0.50    16




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2006


2006Dividend yield


0.00
%


0.00
%Expected volatility


39.11
%


38.68
%Risk-free interest rate


4.94
%


4.68
%Expected life of options (in years)


4.60



4.56         Share-Based Payment.
   17




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-AverageShares


Exercise PriceOutstanding at December 31,
    2005


12,621,553


$
4.81Options granted


1,443,900



31.04Options exercised


(4,855,848
)


2.89Options canceled


(180,596
)


8.27Outstanding at September 30,
    2006


9,029,009



9.97Exercisable at September 30,
    2006


5,085,863



3.65       Weighted-AverageGrant DateShares


Fair ValueNon-vested December 31, 2005


5,000


$
31.95Granted


91,290



31.31Vested






Forfeited






Non-vested September 30, 2006


96,290



31.34    18




---



##### 



NEUSTAR,
    INC.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    BASIC AND
    DILUTED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS PER
    COMMON SHARE    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2005


2006


2005


2006Basic net income attributable to
    common stockholders:Net income

$
13,057


$
17,104


$
41,571


$
55,341Dividends on and accretion of
    convertible preferred stock










(4,313
)


Basic net income attributable to
    common stockholders

$
13,057


$
17,104


$
37,258


$
55,341Basic net income attributable to
    common stockholders per common share

$
0.22


$
0.23


$
1.49


$
0.77Diluted net income attributable to
    common stockholders:Basic net income attributable to
    common stockholders

$
13,057


$
17,104


$
37,258


$
55,341Dividends on and accretion of
    convertible preferred stock










4,313



Diluted net income attributable to
    common stockholders

$
13,057


$
17,104


$
41,571


$
55,341Diluted net income attributable to
    common stockholders per common share

$
0.17


$
0.22


$
0.54


$
0.71Weighted average common shares
    outstanding  basic


60,351



73,042



25,016



71,849Dilutive effect of:Stock options for the purchase of
    common stock


10,765



5,357



10,094



6,247Conversion of preferred stock and
    accrued dividends payable into common stock










35,367



Warrants for the purchase of
    common stock


6,346







6,336



Weighted average common shares
    outstanding  diluted


77,462



78,399



76,813



78,096  19




---



##### 



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statements
  Form 10-Q 10-K
  Overview
      e-mail.
    Critical
    Accounting Policies and Estimates
   20




---



##### 



Form 10-K Form 10-K Form 10-Q.
  Stock-Based
    Compensation
  Share-Based Payment Accounting for
    Stock-Based Compensation Accounting for Stock Issued to Employees Statement of Cash Flows.
       21




---



##### 



Share-Based Payment
  Acquisitions
      Form 10-Q.
 22




---



##### 



Consolidated
    Results of Operations
  Three
    Months Ended September 30, 2005 Compared to Three Months
    Ended September 30, 2006
    Three Months Ended


Three Months EndedSeptember 30,


September 30,2005


2006


2005 vs. 2006$


$


$ Change


% Change(Unaudited)(In thousands, except per share data)Revenue:Addressing

$
19,190


$
28,645


$
9,455



49.3
%Interoperability


12,242



13,550



1,308



10.7Infrastructure and other


27,528



40,314



12,786



46.4Total revenue


58,960



82,509



23,549



39.9Operating expense:Cost of revenue (excluding
    depreciation and amortization shown separately below)


17,124



21,591



4,467



26.1Sales and marketing


7,186



12,185



4,999



69.6Research and development


3,092



4,625



1,533



49.6General and administrative


5,626



9,966



4,340



77.1Depreciation and amortization


4,223



6,212



1,989



47.1Restructuring charges


17







(17
)


(100.0
)37,268



54,579



17,311



46.5Income from operations


21,692



27,930



6,238



28.8Other (expense) income:Interest expense


(503
)


(240
)


263



(52.3
)Interest income


559



1,328



769



137.6Income before income taxes


21,748



29,018



7,270



33.4Provision for income taxes


8,691



11,914



3,223



37.1Net income


13,057



17,104



4,047



31.0Dividends on and accretion of
    preferred stock














Net income attributable to common
    stockholders

$
13,057


$
17,104


$
4,047



31.0
%Net income attributable to common
    stockholders per common share:Basic

$
0.22


$
0.23Diluted

$
0.17


$
0.22Weighted average common shares
    outstanding:Basic


60,351



73,042Diluted


77,462



78,399   Revenue
  Total revenue.
 23




---



##### 



Addressing.
  Interoperability.
  Infrastructure and other.
  Expense
  Cost of revenue.
  Sales and marketing.
  Research and development.
  General and administrative.
 24




---



##### 



Depreciation and amortization.
  Restructuring charges.
  Interest expense.
  Interest income.
  Provision for income taxes.
 25




---



##### 



Nine
    Months Ended September 30, 2005 Compared to Nine Months
    Ended September 30, 2006
    Nine Months Ended


Nine Months EndedSeptember 30,


September 30,2005


2006


2005 vs. 2006$


$


$ Change


% Change(Unaudited)(In thousands, except per share data)Revenue:Addressing

$
57,765


$
75,507


$
17,742



30.7
%Interoperability


38,819



40,911



2,092



5.4Infrastructure and other


82,464



124,517



42,053



51.0Total revenue


179,048



240,935



61,887



34.6Operating expense:Cost of revenue (excluding
    depreciation and amortization shown separately below)


46,154



62,422



16,268



35.2Sales and marketing


21,775



32,754



10,979



50.4Research and development


8,540



12,782



4,242



49.7General and administrative


22,045



25,551



3,506



15.9Depreciation and amortization


11,740



16,493



4,753



40.5Restructuring recoveries


(389
)






389



(100.0
)109,865



150,002



40,137



36.5Income from operations


69,183



90,933



21,750



31.4Other (expense) income:Interest expense


(1,715
)


(927
)


788



(45.9
)Interest income


1,756



2,729



973



55.4Income before minority interest
    and income taxes


69,224



92,735



23,511



34.0Minority interest






(95
)


(95
)


(100.0
)Income before income taxes


69,224



92,640



23,416



33.8Provision for income taxes


27,653



37,299



9,646



34.9Net income


41,571



55,341



13,770



33.1Dividends on and accretion of
    preferred stock


(4,313
)






4,313



100.0Net income attributable to common
    stockholders

$
37,258


$
55,341


$
18,083



48.5
%Net income attributable to common
    stockholders per common share:Basic

$
1.49


$
0.77Diluted

$
0.54


$
0.71Weighted average common shares
    outstanding:Basic


25,016



71,849Diluted


76,813



78,096  26




---



##### 



Revenue
  Total revenue.
  Addressing.
  Interoperability.
  Infrastructure and other.
  Expense
  Cost of revenue.
  Sales and marketing.
  Research and development.
 27




---



##### 



General and administrative.
  Depreciation and amortization.
  Restructuring recoveries.
  Interest expense.
  Interest income.
  Provision for income taxes.
  Liquidity
    and Capital Resources
       28




---



##### 



Discussion
    of Cash Flows
  Cash
    flows from operations
    Cash
    flows from investing
    Cash
    flows from financing
    Recent
    Accounting Pronouncements
  Accounting for
    Uncertainty in Income Taxes Accounting for Contingencies.
 29




---



##### 



Off-Balance
    Sheet Arrangements
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Form 10-K
  Item 4.
    Controls
    and Procedures        Rules 13a-15(f) 15d-15(f)
 PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings   Item 1A.  Risk
    Factors  Form 10-K Form 10-K and/or
 30




---



##### 



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    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
    Amendment No. 7 to NeuStars Registration Statement on
    Form S-1,
    filed June 28, 2005 (File
    No. 333-123635).10
.1.4

Amendment to the contractor
    services agreement by and between NeuStar, Inc. and North
    American Portability Management LLC, as amended and incorporated
    herein by reference to Exhibit 99.1 to NeuStars
    report on
    Form 8-K,
    filed September 22, 2006 (File
    No. 001-32548).10
.3.5

Amendments to National
    Thousands-Block Pooling Administration agreement awarded to
    NeuStar, Inc. by the Federal Communications Commission.10
.4.3

Amendment to North American
    Numbering Plan Administrator agreement awarded to NeuStar, Inc.
    by the Federal Communications Commission.10
.5.3

Amendments to .us
    Top-Level Domain Registry Management and Coordination
    agreement awarded to NeuStar, Inc. by the National Institute of
    Standards and Technology of behalf of the Department of
    Commerce, as amended.10
.7.2

Amendment, dated as of
    September 21, 2006, to Common Short Code License Agreement
    between the Cellular Telecommunications and Internet Association
    and NeuStar, Inc.10
.38.3

Amendment, dated August 10,
    2006, to the Credit Agreement, dated August 14, 2002, among
    NeuStar, Inc., Bank of America, N.A. and other lenders.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




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##### 



SIGNATURES    NeuStar, Inc.
  By:
    /s/  Jeffrey
    A. Babka      
   32