UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file Number 811-3171 Value Line US Government Securities Fund, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 220 East 42nd Street, New York, N.Y. 10017 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-907-1500 Date of fiscal year end: August 31, 2005 Date of reporting period: August 31, 2005 Item I. Reports to Stockholders. A copy of the Annual Report to Stockholders for the period ended 8/31/05 is included with this Form. - -------------------------------------------------------------------------------- ANNUAL REPORT - -------------------------------------------------------------------------------- August 31, 2005 - -------------------------------------------------------------------------------- Value Line U.S. Government Securities Fund, Inc. [LOGO] ---------- VALUE LINE No-Load Mutual Funds Value Line U.S. Government Securities Fund, Inc. To Our Value Line U.S. Government - -------------------------------------------------------------------------------- To Our Shareholders: During the fiscal year ended August 31, 2005, the Federal Reserve Board continued to carry out a restrictive monetary policy, begun in the middle of 2004, implementing a series of interest rate hikes. The Federal Reserve decided to raise interest rates out of a concern that historically low interest rates, which prevailed from 2002 to the middle of 2004, coupled with strong economic growth, could create a rise in the inflation rate. They decided to counteract this inflationary potential by raising the Federal Funds rate, the short term rate under its control. The Federal Funds rate increased from 1.50% to 3.50% during the fiscal year ended August 31, 2005. As a result of the interest rate hikes, the rates of short term fixed income securities rose to a similar degree. The 2-year Treasury note climbed from 2.40% to 3.81% and its price declined over the period. The 5-year Treasury note increased from 3.31% to 3.86%. However, the rates of longer maturities within the 9-year to 30-year range actually fell, and their prices rose. The rate on the 10-year Treasury note fell from 4.12% to 4.01%, but the most significant decline stemmed from the 30-year Treasury bond whose rate fell from 4.93% to 4.25%, as its price gained 9% in value. Such a gain in the value of longer term securities was quite atypical. Historically, whenever the Federal Reserve has raised interest rates, the rates of all maturities rise, although those of longer maturities often rise less. The unusual decline in longer rates prompted Alan Greenspan, Chairman of the Federal Reserve Board, to characterize it as a "conundrum." However, most fixed income investors have come to believe that strong foreign demand, particularly buyers in Japan and China, explains this anomaly. Foreign investors were attracted to the higher U.S. long term rates and they had a need to buy U.S. dollars to support their trade export advantage, which they invested in U.S. bonds. Although your Fund's position in short term fixed income securities fell in value, the Fund still managed a positive return of 2.86%, outperforming the return of its benchmark, the Lehman Brothers Intermediate U.S. Government Bond Index, which gained 2.51%(1). This relative outperformance resulted from the Fund's position in longer term securities, whose price gains offset the losses on the shorter maturities. In addition, the Fund holds a significant position in mortgage backed securities, whose performance for the fiscal period was superior to most other fixed income sectors, particularly U.S. agency and treasury securities. Your Fund's long-term strategy remains generating high income consistent with safety of principal by investing - -------------------------------------------------------------------------------- (1) The Lehman Brothers Intermediate U.S. Government Bond Index represents the intermediate maturities (1-10 years) of the U.S. Treasury and U.S. Agency segment of the fixed income market. The returns for the Index do not reflect charges, expenses, or taxes, and it is not possible to directly invest in this Index. - -------------------------------------------------------------------------------- 2 Value Line U.S. Government Securities Fund, Inc. Securities Fund Shareholders - -------------------------------------------------------------------------------- primarily in U.S. Government Securities, representing the highest level of safety. Additionally, we control risk by limiting the portfolio's average maturity to a maximum of 10 years, and by maintaining a well-diversified portfolio. These measures, we believe, will protect the Fund from dramatic swings in value caused by gyrating interest rates and produce more stable and consistent performance. We continue to emphasize an intermediate-term maturity structure in our bond selection as well as a diversified allocation toward treasury, agency and mortgage backed securities. We believe this will position the Fund for competitive performance going forward. We appreciate your continued support. Sincerely, /s/ Jean Bernhard Buttner Jean Bernhard Buttner Chairman and President October 11, 2005 Economic Observations The business expansion is likely to proceed at a somewhat slower pace of 3.0%-3.5% during the latter stages of 2005 than we had expected earlier, reflecting the major damage done to the Gulf Coast's economic underpinnings by the recent hurricanes in that region. As before, the economic up cycle should be sustained by healthy levels of construction spending and capital goods demand. Moreover, recent trends suggest that the economy will continue to grow at a stable 3.0%-3.5% in 2006. Helping to sustain this upturn next year are likely to be solid levels of activity in the manufacturing area and the service sector. In fact, the need to rebuild portions of the hurricane-ravaged Gulf area should give the economy a modest boost. Such growth will probably be accompanied by still moderate, but somewhat higher, rates of inflation. The wild card in this equation, and one reason that we are not likely to see a higher level of business growth, is the high price of oil. Should that commodity stabilize in price over the next several months, as we assume, the sustainability of the long economic expansion, as well as the prolonged period of comparative price stability, probably would continue. Any material and sustained increase in oil prices from these recent levels would logically threaten this economic and inflation stability. A continuing steady rate of gross domestic product growth and the accompanying stable rates of inflation that we expect would have positive ramifications for the financial markets. That's because this combination would logically allow the Federal Reserve to bring its cycle of monetary tightening to a close over the next several months--if not sooner--without undue harm to the lengthy economic and corporate earnings up cycles. - -------------------------------------------------------------------------------- 3 Value Line U.S. Government Securities Fund, Inc. - -------------------------------------------------------------------------------- The following graph compares the performance of the Value Line U.S. Government Securities Fund, Inc. to that of the Lehman Brothers Aggregate Bond Index and the Lehman Brothers Intermediate U.S. Government Bond Index. The Value Line U.S. Government Securities Fund, Inc. is a professionally managed mutual fund, while the indices are not available for investment and are not managed. The comparison is shown for illustrative purposes only. Comparison of a Change in Value of a $10,000 Investment in the Value Line U.S. Government Securities Fund, Inc., the Lehman Brothers Aggregate Bond Index**, and the Lehman Brothers Intermediate U.S. Government Bond Index** [The table below was represented as a line chart in the printed material.] Lehman Brothers Value Line Lehman Brothers Intermediate U.S. Government Aggregate U.S. Government Securities Fund, Inc. Bond Index Bond Index Sep-95 $10,000 $10,000 $10,000 10,260 10,382 10,301 10,304 10,413 10,380 10,193 10,262 10,297 Aug-96 10,306 10,411 10,446 10,873 11,012 10,884 10,826 10,970 10,885 10,921 11,115 11,030 Aug-97 11,234 11,452 11,286 11,676 11,844 11,567 11,864 12,107 11,807 12,034 12,328 11,976 Aug-98 12,390 12,662 12,332 12,606 12,963 12,602 12,484 12,866 12,533 12,493 12,866 12,573 Aug-99 12,369 12,763 12,611 12,564 12,958 12,753 12,540 13,009 12,775 12,598 13,136 12,950 Aug-00 13,177 13,727 13,392 13,624 14,132 13,801 14,284 14,757 14,362 14,301 14,859 14,480 Aug-01 14,735 15,425 14,929 15,023 15,710 15,300 15,150 15,889 15,419 15,308 16,062 15,578 Aug-02 16,038 16,675 16,254 16,113 16,863 16,391 16,639 17,464 16,845 16,991 17,923 17,161 Aug-03 16,415 17,400 16,747 16,616 17,737 16,944 16,985 18,257 17,332 16,603 17,843 17,008 Aug-04 17,037 18,468 17,430 16,997 18,524 17,380 17,124 18,701 17,399 17,406 19,061 17,699 Aug-05 17,525 19,234 17,801 From 9/1/95 to 8/31/05 Performance Data:* Growth of an Assumed Average Annual Investment of $10,000 Total Return ----------------------- --------------- 1 year ended 08/31/05 .......... $10,286 2.86% 5 years ended 08/31/05 ......... $13,300 5.87% 10 years ended 08/31/05 ......... $17,525 5.77% - -------------------------------------------------------------------------------- * Performance data quoted represent past performance and are no guarantee of future performance. The average annual total returns and growth of an assumed investment of $10,000 include dividends reinvested and capital gains distributions accepted in shares. The investment return and principal value of an investment will fluctuate so that an investment, when redeemed, may be worth more or less than its original cost. The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Current performance may be lower or higher than the performance data quoted. Call 1-800-243-2729 to obtain performance data current to the most recent month-end. ** The Lehman Brothers Aggregate Bond Index is representative of the broad fixed-income market. It includes government, investment-grade corporate, and mortgage-backed bonds. The Lehman Brothers Intermediate U.S. Government Bond Index represents the intermediate maturity (1-10 year) of the U.S. Treasury and U.S. Agency segment of the fixed-income market. The returns for the indices do not reflect expenses which are deducted from the fund's returns. - -------------------------------------------------------------------------------- 4 Value Line U.S. Government Securities Fund, Inc. - -------------------------------------------------------------------------------- FUND EXPENSES: Example As a shareholder of the Fund, you incur ongoing costs, including management fees; distribution and service (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (March 1, 2005 through August 31, 2005). Actual Expenses The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Expenses* paid during Beginning Ending period account account 3/1/05 value value thru 3/1/05 8/31/05 8/31/05 -------------- -------------- ------------ Actual ........................................... $ 1,000.00 $ 1,023.40 $ 5.46 Hypothetical (5% return before expenses) ......... $ 1,000.00 $ 1,019.81 $ 5.45 - -------------------------------------------------------------------------------- * Expenses are equal to the Fund's annualized expense ratio of 1.07% multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half period. - -------------------------------------------------------------------------------- 5 Value Line U.S. Government Securities Fund, Inc. Portfolio Highlights at August 31, 2005 (unaudited) - -------------------------------------------------------------------------------- Ten Largest Holdings Principal Percentage of Issue Amount Value Net Assets - ------------------------------------------------------------------------------------------------------------------------ Federal National Mortgage Association, 6.45%, 4/1/08 .................. $10,000,000 $10,265,630 9.2% Private Export Funding Corporation Series "J", 7.65%, 5/15/06 ......... 4,000,000 4,103,340 3.7% Federal Home Loan Bank, 7.45%, 2/3/20 ................................. 3,000,000 3,946,272 3.5% Federal National Mortgage Association, 7.04%, 7/1/06 .................. 3,559,173 3,558,672 3.2% Federal Farm Credit Bank, 5.70%, 7/3/17 ............................... 3,000,000 3,278,331 2.9% Federal Home Loan Bank, 4.43%, 4/7/08 ................................. 3,000,000 3,000,768 2.7% UBS Warburg, LLC, Repurchase Agreement, 3.48%, 9/1/05 ................. 3,000,000 3,000,290 2.7% Federal Home Loan Mortgage Corporation, 5.50%, 9/15/11 ................ 2,500,000 2,672,300 2.4% Federal Home Loan Mortgage Corporation Gold PC, 6.00%, 3/1/33 ......... 2,419,392 2,480,567 2.2% Morgan Stanley, Repurchase Agreement, 3.47%, 9/1/05 ................... 2,300,000 2,300,222 2.1% - -------------------------------------------------------------------------------- Asset Allocation -- Percentage of Net Assets [The following table was represented as a pie chart in the printed material.] Short-Term, Cash & Other 5.6% U.S. Treasury Obligations 7.9% U.S. Government Agency Obligations 86.5% - -------------------------------------------------------------------------------- Coupon Distribution % of Fund's investments ------------ Less than 4% 12.1 4-4.99% 24.2 5-5.99% 25.1 6-6.99% 24.6 7-7.99% 14.0 - -------------------------------------------------------------------------------- 6 Value Line U.S. Government Securities Fund, Inc. Schedule of Investments August 31, 2005 - -------------------------------------------------------------------------------- Principal Maturity Amount Rate Date Value - ------------- ---------- ----------- ------------- U.S. TREASURY OBLIGATIONS (7.9%) $ 1,000,000 U.S. Treasury Notes ......................................... 3.25% 1/15/09 $ 981,602 1,000,000 U.S. Treasury Notes ......................................... 4.38 8/15/12 1,029,688 1,000,000 U.S. Treasury Notes ......................................... 4.00 11/15/12 1,004,805 1,000,000 U.S. Treasury Notes ......................................... 4.00 2/15/14 999,883 1,018,600 U.S. Treasury Notes* ........................................ 1.63 1/15/15 1,017,685 1,000,000 U.S. Treasury Bonds ......................................... 7.13 2/15/23 1,343,321 1,000,000 U.S. Treasury Bonds ......................................... 6.25 8/15/23 1,239,454 1,000,000 U.S. Treasury Bonds ......................................... 6.13 11/15/27 1,256,641 ----------- ----------- 8,018,600 TOTAL U.S. TREASURY OBLIGATIONS ----------- (Cost $8,648,737) ......................................... 8,873,079 ----------- U.S. GOVERNMENT AGENCY OBLIGATIONS (86.5%) FEDERAL NATIONAL MORTGAGE ASSOCIATION (35.0%) 3,559,173 Federal National Mortgage Association Pool #313032 .......... 7.04 7/1/06 3,558,672 1,000,000 Federal National Mortgage Association ....................... 4.75 1/2/07 1,009,024 1,000,000 Federal National Mortgage Association ....................... 4.10 6/14/07 997,852 10,000,000 Federal National Mortgage Association Pool #380188 .......... 6.45 4/1/08 10,265,630 75,776 Federal National Mortgage Association Pool #254243 .......... 6.00 2/1/09 77,040 169,721 Federal National Mortgage Association Pool #254273 .......... 5.00 3/1/09 171,107 722,594 Federal National Mortgage Association Pool #254956 .......... 4.00 11/1/10 710,414 437,812 Federal National Mortgage Association Pool #255325 .......... 4.50 6/1/11 436,457 1,000,000 Federal National Mortgage Association ....................... 5.00 4/16/15 1,000,472 208,791 Federal National Mortgage Association Pool #511823 .......... 5.50 5/1/16 213,476 460,327 Federal National Mortgage Association Pool #622373 .......... 5.50 12/1/16 470,654 179,402 Federal National Mortgage Association Pool #615289 .......... 5.50 12/1/16 183,427 353,701 Federal National Mortgage Association Pool #623503 .......... 6.00 2/1/17 365,450 207,181 Federal National Mortgage Association Pool #631328 .......... 5.50 2/1/17 211,855 32,959 Federal National Mortgage Association Pool #643277 .......... 5.50 4/1/17 33,703 31,900 Federal National Mortgage Association Pool #638247 .......... 5.50 5/1/17 32,619 169,581 Federal National Mortgage Association Pool #685183 .......... 5.00 3/1/18 170,971 558,907 Federal National Mortgage Association Pool #254684 .......... 5.00 2/1/18 563,487 702,480 Federal National Mortgage Association Pool #695828 .......... 5.00 4/1/18 708,236 201,154 Federal National Mortgage Association Pool #703936 .......... 5.00 5/1/18 202,802 866,541 Federal National Mortgage Association Pool #703617 .......... 5.00 7/1/18 873,642 864,721 Federal National Mortgage Association Pool #790984 .......... 5.00 7/1/19 871,513 874,655 Federal National Mortgage Association Pool #786915 .......... 5.00 8/1/19 881,525 634,637 Federal National Mortgage Association REMIC Trust Series 2003-28 Class KA ................................... 4.25 3/25/22 618,311 570,689 Federal National Mortgage Association REMIC Trust Series 2003-38 Class TC ................................... 5.00 3/25/23 576,869 See Notes to Financial Statements. - -------------------------------------------------------------------------------- 7 Value Line U.S. Government Securities Fund, Inc. Schedule of Investments - -------------------------------------------------------------------------------- Principal Maturity Amount Rate Date Value - ----------------------------------------------------------------------------------------------------------------------- $ 307,341 Federal National Mortgage Association Pool #412682 .......... 6.00% 3/1/28 $ 315,627 207,957 Federal National Mortgage Association Pool #424691 .......... 6.50 4/1/28 215,935 195,410 Federal National Mortgage Association Pool #425239 .......... 6.50 4/1/28 202,906 1,000,000 Federal National Mortgage Association ....................... 7.25 5/15/30 1,384,054 1,000,000 Federal National Mortgage Association ....................... 6.63 11/15/30 1,296,126 156,371 Federal National Mortgage Association Pool #571090 .......... 7.50 1/1/31 165,866 2,321 Federal National Mortgage Association Pool #568625 .......... 7.50 1/1/31 2,462 5,068 Federal National Mortgage Association Pool #573935 .......... 7.50 3/1/31 5,376 826,592 Federal National Mortgage Association Pool #626440 .......... 7.50 2/1/32 876,653 86,804 Federal National Mortgage Association Pool #629297 .......... 6.50 2/1/32 89,981 147,620 Federal National Mortgage Association Pool #254383 .......... 7.50 5/1/32 156,560 95,703 Federal National Mortgage Association Pool #634996 .......... 6.50 5/1/32 99,144 488,347 Federal National Mortgage Association Pool #254476 .......... 5.50 9/1/32 494,089 14,537 Federal National Mortgage Association Pool #688539 .......... 5.50 3/1/33 14,704 699,023 Federal National Mortgage Association Pool #650386 .......... 5.00 7/1/33 696,466 674,561 Federal National Mortgage Association Pool #726889 .......... 5.50 7/1/33 682,334 768,407 Federal National Mortgage Association Pool #759028 .......... 5.50 1/1/34 777,261 430,265 Federal National Mortgage Association Pool #761913 .......... 5.50 2/1/34 434,976 342,772 Federal National Mortgage Association Pool #769862 .......... 5.50 2/1/34 346,525 370,038 Federal National Mortgage Association Pool #763393 .......... 5.50 2/1/34 374,302 37,878 Federal National Mortgage Association Pool #769682 .......... 5.00 3/1/34 37,684 29,785 Federal National Mortgage Association Pool #778141 .......... 5.00 5/1/34 29,632 534,785 Federal National Mortgage Association Pool #773586 .......... 5.50 6/1/34 540,640 743,397 Federal National Mortgage Association Pool #255311 .......... 6.00 7/1/34 761,287 39,454 Federal National Mortgage Association Pool #258149 .......... 5.50 9/1/34 39,886 6,400 Federal National Mortgage Association Pool #789150 .......... 5.00 10/1/34 6,368 852,167 Federal National Mortgage Association Pool #255496 .......... 5.00 10/1/34 847,803 97,624 Federal National Mortgage Association Pool #797154 .......... 5.50 11/1/34 98,693 207,880 Federal National Mortgage Association Pool #801063 .......... 5.50 11/1/34 210,157 369,620 Federal National Mortgage Association Pool #803675 .......... 5.50 12/1/34 373,666 528,978 Federal National Mortgage Association Pool #804683 .......... 5.50 12/1/34 534,770 950,216 Federal National Mortgage Association Pool #815813 .......... 4.59 2/1/35 950,216 69,633 Federal National Mortgage Association Pool #255580 .......... 5.50 2/1/35 70,396 951,389 Federal National Mortgage Association Pool #735224 .......... 5.50 2/1/35 962,351 ----------- ----------- 38,121,045 TOTAL FEDERAL NATIONAL MORTGAGE ----------- ASSOCIATION (Cost $38,611,294) ............................ 39,300,104 ----------- FEDERAL HOME LOAN MORTGAGE CORPORATION (22.2%) 1,000,000 Federal Home Loan Mortgage Corporation ...................... 4.26 7/19/07 1,002,153 1,000,000 Federal Home Loan Mortgage Corporation ...................... 3.50 9/15/07 990,874 1,000,000 Federal Home Loan Mortgage Corporation ...................... 3.25 11/2/07 983,388 See Notes to Financial Statements. - -------------------------------------------------------------------------------- 8 Value Line U.S. Government Securities Fund, Inc. August 31, 2005 - -------------------------------------------------------------------------------- Principal Maturity Amount Rate Date Value - --------------------------------------------------------------------------------------------------------------------------- $ 1,007,451 Federal Home Loan Mortgage Corporation Gold PC Pool #M90840 .............................................. 3.00% 9/1/08 $ 969,804 1,000,000 Federal Home Loan Mortgage Corporation ...................... 4.00 12/15/09 996,575 1,000,000 Federal Home Loan Mortgage Corporation ...................... 4.13 7/12/10 999,290 2,500,000 Federal Home Loan Mortgage Corporation ...................... 5.50 9/15/11 2,672,300 1,000,000 Federal Home Loan Mortgage Corporation ...................... 4.50 5/14/12 991,622 1,000,000 Federal Home Loan Mortgage Corporation ...................... 4.75 5/6/13 991,425 1,000,000 Federal Home Loan Mortgage Corporation ...................... 4.50 1/15/15 1,014,479 929,887 Federal Home Loan Mortgage Corporation REMIC Trust Series 2849 Class VA ...................................... 5.00 8/15/15 941,396 33,035 Federal Home Loan Mortgage Corporation Gold PC Pool #E92226 .............................................. 5.00 11/1/17 33,331 544,982 Federal Home Loan Mortgage Corporation Gold PC Pool #E93499 .............................................. 5.00 12/1/17 549,858 36,451 Federal Home Loan Mortgage Corporation Gold PC Pool #E92829 .............................................. 5.00 12/1/17 36,777 972,078 Federal Home Loan Mortgage Corporation REMIC Trust Series 2892 Class DC ...................................... 4.50 12/15/17 970,682 79,334 Federal Home Loan Mortgage Corporation Gold PC Pool #B17398 .............................................. 4.50 12/1/19 78,786 544,143 Federal Home Loan Mortgage Corporation Gold PC Pool #G18044 .............................................. 4.50 3/1/20 540,272 347,295 Federal Home Loan Mortgage Corporation Gold PC Pool #B18034 .............................................. 4.50 4/1/20 344,825 1,000,000 Federal Home Loan Mortgage Corporation REMIC Trust Series 2937 Class JC ...................................... 5.00 9/15/22 1,011,535 783,726 Federal Home Loan Mortgage Corporation Gold PC Pool #C90684 .............................................. 4.50 5/1/23 768,059 1,000,000 Federal Home Loan Mortgage Corporation ...................... 6.75 3/15/31 1,316,506 792,277 Federal Home Loan Mortgage Corporation REMIC Trust Series 2645 Class NA ...................................... 3.50 9/15/31 767,678 637,933 Federal Home Loan Mortgage Corporation REMIC Trust Series 2594 Class OR ...................................... 4.25 6/15/32 627,345 2,419,392 Federal Home Loan Mortgage Corporation Gold PC Pool #C77717 .............................................. 6.00 3/1/33 2,480,567 1,247,209 Federal Home Loan Mortgage Corporation Gold PC Pool #A29526 .............................................. 5.00 1/1/35 1,239,276 621,544 Federal Home Loan Mortgage Corporation Gold PC Pool #A29633 .............................................. 5.00 1/1/35 617,591 955,075 Federal Home Loan Mortgage Corporation Gold PC ----------- Pool #783022 .............................................. 4.45 2/1/35 951,680 ----------- 24,451,812 TOTAL FEDERAL HOME LOAN MORTGAGE ----------- CORPORATION (Cost $24,802,558) ............................ 24,888,074 ----------- See Notes to Financial Statements. - -------------------------------------------------------------------------------- 9 Value Line U.S. Government Securities Fund, Inc. Schedule of Investments - -------------------------------------------------------------------------------- Principal Maturity Amount Rate Date Value - ---------------------------------------------------------------------------------------------------------------------- FEDERAL HOME LOAN BANK (15.2%) $ 1,000,000 Federal Home Loan Bank ...................................... 2.75% 12/15/06 $ 984,807 1,000,000 Federal Home Loan Bank ...................................... 2.85 2/13/07 983,943 500,000 Federal Home Loan Bank ...................................... 4.88 5/15/07 506,742 500,000 Federal Home Loan Bank ...................................... 3.50 11/15/07 494,052 1,000,000 Federal Home Loan Bank ...................................... 4.00 3/10/08 996,771 3,000,000 Federal Home Loan Bank ...................................... 4.43 4/7/08 3,000,768 1,000,000 Federal Home Loan Bank ...................................... 6.01 4/22/08 1,048,266 1,000,000 Federal Home Loan Bank ...................................... 4.25 5/16/08 995,739 1,000,000 Federal Home Loan Bank ...................................... 4.10 6/13/08 994,162 1,000,000 Federal Home Loan Bank ...................................... 5.25 11/14/08 1,033,956 1,000,000 Federal Home Loan Bank ...................................... 6.21 6/2/09 1,074,236 1,000,000 Federal Home Loan Bank ...................................... 4.38 3/17/10 1,010,589 3,000,000 Federal Home Loan Bank ...................................... 7.45 2/3/20 3,946,272 ----------- ----------- 16,000,000 TOTAL FEDERAL HOME BANK ----------- (Cost $16,601,181) ........................................ 17,070,303 ----------- FEDERAL FARM CREDIT BANK (7.6%) 2,000,000 Federal Farm Credit Bank .................................... 6.03 5/7/08 2,099,008 1,000,000 Federal Farm Credit Bank .................................... 6.82 3/16/09 1,088,198 1,000,000 Federal Farm Credit Bank .................................... 4.85 10/25/12 1,040,259 1,000,000 Federal Farm Credit Bank .................................... 5.30 6/22/15 997,316 3,000,000 Federal Farm Credit Bank .................................... 5.70 7/3/17 3,278,331 ----------- ----------- 8,000,000 TOTAL FEDERAL FARM CREDIT BANK ----------- (Cost $8,324,393) ......................................... 8,503,112 ----------- PRIVATE EXPORT FUNDING CORPORATION (3.7%) 4,000,000 Private Export Funding Corporation Series "J" ............... 7.65 5/15/06 4,103,340 ----------- ----------- 4,000,000 TOTAL PRIVATE EXPORT FUNDING ----------- CORPORATION (Cost $4,000,000) ............................. 4,103,340 ----------- GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (2.8%) 305,095 Government National Mortgage Association Pool #003645 ....... 4.50 12/20/19 304,143 17,287 Government National Mortgage Association Pool #541349 ....... 6.00 4/15/31 17,847 32,554 Government National Mortgage Association Pool #557681 ....... 6.00 8/15/31 33,608 276,436 Government National Mortgage Association Pool #548880 ....... 6.00 12/15/31 285,391 220,140 Government National Mortgage Association Pool #551762 ....... 6.00 4/15/32 227,263 75,283 Government National Mortgage Association Pool #582415 ....... 6.00 11/15/32 77,719 387,191 Government National Mortgage Association Pool #604485 ....... 6.00 7/15/33 399,720 300,304 Government National Mortgage Association Pool #622603 ....... 6.00 11/15/33 310,022 14,391 Government National Mortgage Association Pool #429786 ....... 6.00 12/15/33 14,856 704,137 Government National Mortgage Association Pool #605025 ....... 6.00 2/15/34 726,644 See Notes to Financial Statements. - -------------------------------------------------------------------------------- 10 Value Line U.S. Government Securities Fund, Inc. August 31, 2005 - -------------------------------------------------------------------------------- Principal Maturity Amount Rate Date Value - ----------------------------------------------------------------------------------------------------------------------------- $ 19,161 Government National Mortgage Association Pool #626480 .......... 6.00% 2/15/34 $ 19,773 151,124 Government National Mortgage Association Pool #610944 .......... 5.50 4/15/34 154,199 389,608 Government National Mortgage Association Pool #583008 .......... 5.50 6/15/34 397,535 184,733 Government National Mortgage Association Pool #605245 .......... 5.50 6/15/34 188,490 - ----------- ------------- 3,077,444 TOTAL GOVERNMENT NATIONAL - ----------- MORTGAGE ASSOCIATION (Cost $3,123,842) ....................... 3,157,210 ------------- 93,650,301 TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS - ----------- (Cost $95,463,268) ........................................... 97,022,143 ------------- 101,668,901 TOTAL INVESTMENT SECURITIES (94.4%) - ----------- (Cost $104,112,005) .......................................... 105,895,222 ------------- REPURCHASE AGREEMENTS (4.7%) (including accrued interest) $ 2,300,000 With Morgan Stanley, 3.47%, dated 8/31/05, due 9/1/05, delivery value $2,300,222 (collateralized by $2,300,000 U.S. Treasury Bonds 4.00%, due 4/15/10, with a value of $2,348,204) ................................................................. $ 2,300,222 3,000,000 With UBS Warburg, LLC, 3.48%, dated 8/31/05, due 9/1/05, delivery value - ----------- $3,000,290 (collateralized by $2,293,000 U.S. Treasury Bonds 6.75%, due 8/15/26, with a value of $3,063,585) ................................................. 3,000,290 ------------- 5,300,000 TOTAL REPURCHASE AGREEMENTS (4.7%) - ----------- (Cost $5,300,512) .................................................................... 5,300,512 ------------- CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES (0.9%) .................................. 944,089 ------------- NET ASSETS (100.0%) .................................................................... $ 112,139,823 ============= NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER OUTSTANDING SHARE ($112,139,823 [divided by] 9,555,463 shares of capital stock outstanding) ........................................................... $ 11.74 ============= * Treasury Inflation-Protection Security (TIPS) See Notes to Financial Statements. - -------------------------------------------------------------------------------- 11 Value Line U.S. Government Securities Fund, Inc. Statement of Assets and Liabilities at August 31, 2005 - -------------------------------------------------------------------------------- Assets: Investment securities, at value (Cost $104,112,005) .................................... $ 105,895,222 Repurchase agreements (Cost $5,300,512) ................... 5,300,512 Cash ...................................................... 45,692 Interest receivable ....................................... 1,173,437 Receivable for capital shares sold ........................ 28,128 ------------- Total Assets ......................................... 112,442,991 ------------- Liabilities: Payable for capital shares repurchased .................... 147,657 Accrued expenses: Advisory fee ........................................... 47,297 Service & distribution plan fee ........................ 23,649 Directors' fee ......................................... 6,145 Other .................................................. 78,420 ------------- Total Liabilities .................................... 303,168 ------------- Net Assets ................................................ $ 112,139,823 ============= Net Assets consist of: Capital stock, at $1 par value (authorized 100,000,000, outstanding 9,555,463 shares) ...................................... $ 9,555,463 Additional paid-in capital ................................ 101,820,951 Undistributed net investment income ....................... 1,192,176 Accumulated net realized loss on investments ............................................ (2,211,984) Net unrealized appreciation of investments ................ 1,783,217 ------------- Net Assets ................................................ $ 112,139,823 ============= Net Asset Value, Offering and Redemption Price per Outstanding Share ($112,139,823 [divided by] 9,555,463 shares outstanding) .................................... $ 11.74 ============= Statement of Operations for the Year Ended August 31, 2005 - -------------------------------------------------------------------------------- Investment Income: Interest income ........................................... $ 5,377,970 ------------- Expenses: Advisory fee .............................................. 579,038 Service & distribution plan fees .......................... 289,519 Transfer agent fees ....................................... 76,202 Auditing and legal fees ................................... 59,660 Telephone, dues, taxes, and other ......................... 54,896 Printing .................................................. 37,000 Registration and filing fees .............................. 30,183 Custodian fees ............................................ 25,175 Directors' fees and expenses .............................. 21,400 Postage ................................................... 18,999 Insurance ................................................. 16,501 ------------- Total Expenses Before Custody Credits .................. 1,208,573 Less: Custody Credits .................................. (1,440) ------------- Net Expenses ........................................... 1,207,133 ------------- Net Investment Income ..................................... 4,170,837 ------------- Net Realized and Unrealized Gain (Loss) on Investments: Net Realized Gain (Loss) ............................... 1,193,238 Change in Net Unrealized Appreciation (Depreciation) .......................... (2,205,458) ------------- Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Investments .......................... (1,012,220) ------------- Net Increase in Net Assets from Operations ........................................ $ 3,158,617 ============= See Notes to Financial Statements. - -------------------------------------------------------------------------------- 12 Value Line U.S. Government Securities Fund, Inc. Statement of Changes in Net Assets for the Years Ended August 31, 2005 and August 31, 2004 - -------------------------------------------------------------------------------- Year Ended Year Ended August 31, August 31, 2005 2004 -------------------------------- Operations: Net investment income ................................................... $ 4,170,837 $ 4,485,304 Net realized gain (loss) on investments ................................. 1,193,238 (344,427) Net change in unrealized appreciation (depreciation) on investments ..... (2,205,458) 858,586 ------------------------------- Net increase in net assets from operations .............................. 3,158,617 4,999,463 ------------------------------- Distributions to Shareholders: Net investment income ................................................... (4,535,933) (4,655,086) ------------------------------- Capital Share Transactions: Proceeds from sale of shares ............................................ 5,655,477 46,350,407 Proceeds from reinvestment of distributions to shareholders ............. 3,874,153 3,990,642 Cost of shares repurchased .............................................. (17,456,421) (73,505,326) ------------------------------- Net decrease from capital share transactions ............................ (7,926,791) (23,164,277) ------------------------------- Total Decrease in Net Assets ............................................. (9,304,107) (22,819,900) Net Assets: Beginning of year ....................................................... 121,443,930 144,263,830 ------------------------------- End of year ............................................................. $ 112,139,823 $ 121,443,930 =============================== Undistributed Net Investment Income, at end of year ...................... $ 1,192,176 $ 653,681 =============================== See Notes to Financial Statements. - -------------------------------------------------------------------------------- 13 Value Line U.S. Government Securities Fund, Inc. Notes to Financial Statements August 31, 2005 - -------------------------------------------------------------------------------- 1. Significant Accounting Policies Value Line U.S. Government Securities Fund, Inc. (the "Fund") is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company whose primary investment objective is to obtain maximum income without undue risk to principal. Capital preservation and possible capital appreciation are secondary objectives. The following significant accounting principles are in conformity with generally accepted accounting principles for investment companies. Such policies are consistently followed by the Fund in the preparation of its financial statements. Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates. (A) Security Valuation. Where market quotations are readily available, portfolio securities are valued at the midpoint between the latest available and representative asked and bid prices on the basis of valuations provided by dealers in such securities. Some of the general factors which may be considered by the dealers in arriving at such valuations include the fundamental analytic data relating to the security and an evaluation of the forces which influence the market in which these securities are purchased and sold. Determination of values may involve subjective judgment, as the actual market value of a particular security can be established only by negotiation between the parties in a sales transaction. If a security is not priced in this manner, the Fund utilizes an independent pricing service (the "Service") approved by the Board of Directors. The values for other portfolio securities are determined on the valuation date by reference to valuations obtained from the Service which determines valuations for normal institutional-size trading units of debt securities, without exclusive reliance upon quoted prices. The Service takes into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data in determining valuations. Short-term instruments with maturities of 60 days or less at the date of purchase are valued at amortized cost, which approximates market value. Other assets and securities for which market valuations are not readily available will be valued at fair value as the Board of Directors may determine in good faith. (B) Repurchase Agreements. In connection with transactions in repurchase agreements, the Fund's custodian takes possession of the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, it is the Fund's policy that the value of the collateral is marked-to-market on a daily basis to ensure the adequacy of the collateral. In the event of default of the obligation to repurchase, the Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Under certain circumstances, in the event of default or bankruptcy by the other party to the agreement, realization and/or retention of the collateral or proceeds may be subject to legal proceedings. (C) Federal Income Taxes. It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies, including the distribution requirements of the Tax Reform Act of 1986, and to distribute all of its taxable income and capital gains to its shareholders. To the extent that the Fund distributes all of its required distributions, no federal income tax or excise tax provision will be required. For the year ended August 31, 2005, $29,421 of excise tax was incurred and is included in "Telephone, dues, taxes and other" in the Statement of Operations. (D) Security Transactions and Related Income. Security transactions are accounted for on the date the securities are purchased or sold. Realized gains and losses on securities transactions are determined using the identified cost method. Interest income, adjusted for amortization of dis- - -------------------------------------------------------------------------------- 14 Value Line U.S. Government Securities Fund, Inc. Notes to Financial Statements August 31, 2005 - -------------------------------------------------------------------------------- count and premium, is earned from settlement date and recognized on the accrual basis. The Fund may invest in Treasury Inflation-Protection Securities (TIPS). The principal value and interest payout of TIPS are periodically adjusted according to the rate of inflation based on the Consumer Price Index. The adjustments for interest income due to the inflation are reflected in interest income in the Statement of Operations. (E) Representations and Indemnifications. In the normal course of business the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote. 2. Capital Share Transactions and Dividends to Shareholders Transactions in capital stock were as follows: Year Year Ended Ended August 31, August 31, 2005 2004 ------------------------------- Shares sold .......................... 482,186 3,892,455 Shares issued in reinvestment of dividends ...................... 332,235 336,755 ------------------------------- 814,421 4,229,210 Shares repurchased ................... (1,487,920) (6,183,849) ------------------------------- Net decrease ......................... (673,499) (1,954,639) =============================== Dividends per share .................. $ .4600 $ .4125 =============================== Dividends and distributions to shareholders are recorded on the ex-dividend date. 3. Purchases and Sales of Securities Purchases and sales of investment securities, excluding short-term investments, were as follows: Year Ended August 31, 2005 ------------- Purchases: U.S. Treasury Obligations ............................. $ 19,246,832 U.S. Government Agency Obligations ........................................ 47,551,771 ------------- $ 66,798,603 ============= Sales: U.S. Treasury Obligations ............................. $ 21,059,609 U.S. Government Agency Obligations ........................................ 43,742,988 ------------- $ 64,802,597 ============= 4. Income Taxes At August 31, 2005, information on the tax basis of investments is follows: Cost of investments for tax purposes ..................... $ 109,690,325 ============= Gross tax unrealized appreciation ........................ $ 1,991,701 Gross tax unrealized depreciation ........................ (486,292) ------------- Net tax unrealized appreciation on investments ........................................... $ 1,505,409 ============= Undistributed ordinary income ............................ $ 1,433,435 ============= Capital loss carryforward, expires August 31, 2008 ....................................... $ 2,132,091 Capital loss carryforward, expires August 31, 2012 ....................................... 11,348 ------------- Capital loss carryforward, at August 31, 2005 ....................................... $ 2,143,439 ============= During the year ended August 31, 2005, as permitted under federal income tax regulations, the Fund elected to defer - -------------------------------------------------------------------------------- 15 Value Line U.S. Government Securities Fund, Inc. Notes to Financial Statements August 31, 2005 - -------------------------------------------------------------------------------- $31,996 of post-October net capital losses to the next taxable year. During the year ended August 31, 2005, the Fund utilized $53,384 of its capital loss carryforward. During the year ended August 31, 2005, $2,775,951 of the Fund's capital loss carryforward expired. To the extent that current or future capital gains are offset by capital losses, the Fund does not anticipate distributing any such gains to shareholders. Net investment income and net realized gain (loss) differ for financial statement and tax purposes primarily due to differing treatment of bond premiums, paydown gains (losses), and prepayment penalty interest. These permanent book-tax differences relating to the current year were reclassified within the composition of the net asset accounts. The Fund increased undistributed net investment income by $903,591, decreased additional paid in capital $2,805,372 and decreased accumulated net realized loss by $1,901,781. Net assets were not affected by this reclassification. The tax composition of dividends paid during the year ended August 31, 2005 and year ended August 31, 2004 is as follows: August 31, August 31, 2005 2004 ------------------------- Ordinary Income .................................. $4,535,933 $4,655,086 ========================= 5. Investment Advisory Contract, Management Fees and Transactions With Affiliates An advisory fee of $579,038 was paid or payable to Value Line, Inc., the Fund's investment adviser ("Adviser"), for the year ended August 31, 2005. This was computed at the rate of 1/2 of 1% of the Fund's average daily net assets during the year and was paid monthly. The Adviser provides research, investment programs, and supervision of the investment portfolio and pays costs of administrative services, office space, equipment and compensation of administrative, bookkeeping, and clerical personnel necessary for managing the affairs of the Fund. The Advisor also provides persons, satisfactory to the Fund's Board of Directors, to act as officers and employees of the Fund and pays their salaries and wages. The Fund bears all other costs and expenses. The Fund has a Service and Distribution Plan (the "Plan"), adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940. The Plan compensates Value Line Securities, Inc., a wholly-owned subsidiary of the Adviser (the "Distributor"), for advertising, marketing and distributing the Fund's shares and for servicing the Fund's shareholders at an annual rate of 0.25% of the Fund's average daily net assets. Fees amounting to $289,519 were paid or payable to the Distributor under this Plan for the year ended August 31, 2005. For the year ended August 31, 2005 the Fund's expenses were reduced by $1,440 under a custody credit arrangement with the Custodian. Certain officers and directors of the Adviser and the Distributor are also officers and directors of the Fund. The Adviser and/or affiliated companies and the Value Line, Inc. Profit Sharing and Savings Plan at August 31, 2005 owned 124,520 shares of the Fund's capital stock, representing 1.30% of the outstanding shares. In addition, officers and directors owned 775 shares of capital stock, representing less than 1% of the outstanding shares. - -------------------------------------------------------------------------------- 16 Value Line U.S. Government Securities Fund, Inc. Financial Highlights - -------------------------------------------------------------------------------- Selected data for a share of capital stock outstanding throughout each year: Years Ended August 31, ---------------------------------------------------------------------------------- 2005 2004 2003 2002 2001 ---------------------------------------------------------------------------------- Net asset value, beginning of year ... $ 11.87 $ 11.84 $ 12.00 $ 11.51 $ 10.87 ---------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income ............... .52 .41 .44 .50 .58 Net gains or losses on securities (both realized and unrealized) .... (.19) .03 (.15) .49 .67 ---------------------------------------------------------------------------------- Total income from investment operations ............. .33 .44 .29 .99 1.25 ---------------------------------------------------------------------------------- Less dividends and distributions: Dividends from net investment income ................. (.46) (.41) (.45) (.50) (.61) Distributions from net realized gains -- -- -- -- -- ---------------------------------------------------------------------------------- Total distributions ................. (.46) (.41) (.45) (.50) (.61) ---------------------------------------------------------------------------------- Net asset value, end of year ......... $ 11.74 $ 11.87 $ 11.84 $ 12.00 $ 11.51 ================================================================================== Total return ......................... 2.86% 3.79% 2.35% 8.84% 11.82% ================================================================================== Ratios/Supplemental Data: Net assets, end of year (in thousands) ...................... $ 112,140 $ 121,444 $ 144,264 $ 155,659 $ 150,593 Ratio of operating expenses to average net assets (1) ...................... 1.04% 0.98% 0.96% 0.92% 0.92% Ratio of net investment income to average net assets ............... 3.60% 3.40% 3.57% 4.17%(2) 5.17% Portfolio turnover rate .............. 60% 35% 65% 168% 140% (1) Ratios reflect expenses grossed up for custody credit arrangement. The ratios of expenses to average net assets net of custody credits would not have changed. (2) As required, effective September 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on debt securities. The effect of this change for the year ended August 31, 2002 on net investment income and net realized and unrealized gains and losses was less than $.01 per share. The effect of this change was to decrease the ratio of net investment income to average net assets from 4.24% to 4.17%. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 17 Value Line U.S. Government Securities Fund, Inc. Report of Independent Registered Public Accounting Firm - -------------------------------------------------------------------------------- To the Board of Directors and Shareholders of Value Line U.S. Government Securities Fund, Inc. In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Value Line U.S. Government Securities Fund, Inc. (the "Fund") at August 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, New York October 26, 2005 - -------------------------------------------------------------------------------- 18 Value Line U.S. Government Securities Fund, Inc. Factors Considered by the Independent Directors in Approving the Agreement (unaudited) - -------------------------------------------------------------------------------- The Investment Company Act of 1940 requires that the Fund's investment advisory agreement (the "Agreement") be approved annually by both the Board of Trustees (collectively "the Trustees") and a majority of the Trustees who are not affiliated with Value Line, Inc., the Fund's investment adviser ("Value Line") (the "Independent Trustees"), voting separately. The Trustees have determined that the terms of the Fund's Agreement are fair and reasonable and that renewal of the contract is in the best interests of the Fund and its shareholders. In making such determinations, the Independent Trustees relied upon the assistance of counsel to the Independent Trustees. Throughout the year, including the meeting specifically focused upon the review of the Agreement, the Independent Trustees met in executive sessions separately from the Interested Trustees of the Fund and any officers of Value Line. Both in meetings which specifically addressed the renewal of the Agreement and at other meetings during the course of the year, the Trustees, including the Independent Trustees, received materials relating to Value Line's investment and management services under the Agreement. These materials included: (i) information on the investment performance of the Fund, a peer group of funds and an index; (ii) sales and redemption data with respect to the Fund; (iii) the general investment outlook in the markets in which the Fund invests; (iv) arrangements with respect to the distribution of the Fund's shares; (v) the allocation of the Fund's brokerage; and (vi) the record of compliance with the Fund's investment policies and restrictions and with the Fund's Code of Ethics, and the structure and responsibilities of Value Line's compliance department. As part of the review of the Agreement, the Independent Trustees requested and Value Line provided additional information in order to evaluate the quality of Value Line's services and the reasonableness of the fee under the Agreement. Among other items, this information included data or analyses of (1) management and other fees incurred by a peer group of funds selected by an independent evaluation service (the "Peer Group"), (2) expense ratios for the Fund and the Peer Group, (3) the investment performance for the Fund and its Peer Group, (4) Value Line's financial results and condition, including its and certain of its affiliates' profitability from services performed for the Fund, (5) investment management staffing, and (6) the potential for achieving further economies of scale. The following summarizes matters considered by the Trustees in connection with their renewal of the Agreement. However, the Trustees did not identify any single factor as all-important or controlling, and the summary does not detail all the matters that were considered. Compliance and Investment Performance. The Trustees determined that Value Line had policies and systems reasonably designed to achieve compliance with the Fund's investment objective and regulatory requirements. The Trustees also reviewed the Fund's investment performance, as well as the Fund's performance compared to both the performance of the Peer Group and the results of an index. The Board considered the Fund's performance for the one-year, three-year, five-year and 10-year periods ended December 31, 2004. Although the Fund underperformed its Peer Group for the one-year period ended December 31, 2004, the Fund outperformed its Peer Group for the three-year, five-year and ten-year periods ended December 31, 2004. The Board concluded that the Fund's performance was within a reasonable range of the average fund in the Peer Group and supported the continuation of the Agreement. - -------------------------------------------------------------------------------- 19 Value Line U.S. Government Securities Fund, Inc. Factors Considered by the Independent Directors in Approving the Agreement (unaudited) - -------------------------------------------------------------------------------- Value Line's Personnel and Methods. The Trustees reviewed the background of members of the team responsible for the daily management of the Fund and the Fund's investment objective and discipline. The Independent Trustees also engaged in discussions with senior management of Value Line responsible for investment operations. The Trustees concluded that Value Line has the quality and depth of personnel and the well-developed methods essential to performing its duties under the Agreement. Nature and Quality of Other Services. The Trustees considered the nature, quality, cost and extent of other services provided to the shareholders of the Fund. The Trustees also considered the nature and extent of the other services provided by Value Line's affiliates under other contracts and its supervision of third party service providers. Based on these considerations, the Trustees concluded that the nature, quality, cost and extent of such services were satisfactory, reliable and served the shareholders of the Fund well. Management Fee and Expenses. The Trustees considered Value Line's fee under the Agreement relative to the management fees charged by the Peer Group. The Fund's management fee was lower than the average management fee of the Peer Group and the Trustees concluded that the Adviser's fee was reasonable in light of the services and expertise provided to the Fund by the Adviser's management team. While the total expenses of the Fund slightly exceeded the average expenses of the Peer Group, the Board concluded that the Fund's expense ratio was reasonable relative its Peer Group. Profitability. The Trustees considered the level of Value Line's profits with respect to the management of the Fund. This consideration included a review of Value Line's methodology in allocating certain of its costs to the management of each Fund. The Trustees concluded that Value Line's profits from management of the Funds, including the financial results derived from the Fund, bear a reasonable relationship to the services rendered and are fair for the management of the Fund in light of the business risks involved. Economies of Scale. The Trustees noted that, given the current and anticipated size of the Fund, any perceived and potential economies of scale were not yet a relevant consideration for the Fund. Other Benefits to Value Line. The Trustees also considered the character and amount of fees paid by the Fund, other than under the Agreement, and by the Fund's shareholders for services provided by Value Line and affiliates. Conclusion. The Trustees, in light of Value Line's overall performance, considered it appropriate to continue to retain the management services of Value Line. Based on their evaluation of all material factors deemed relevant and the advice of independent counsel, the Trustees concluded that the Agreement with the Fund is fair and reasonable and voted to approve the continuation of the Agreement for another year. - -------------------------------------------------------------------------------- 20 Value Line U.S. Government Securities Fund, Inc. - -------------------------------------------------------------------------------- The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the Fund voted these proxies for the 12-month period ended June 30 is available through the Fund's website at http://www.vlfunds.com and on the SEC's website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-243-2729. - -------------------------------------------------------------------------------- 21 Value Line U.S. Government Securities Fund, Inc. Management of the Fund - -------------------------------------------------------------------------------- MANAGEMENT INFORMATION The business and affairs of the Fund are managed by the Fund's officers under the direction of the Board of Directors. The following table sets forth information on each Director and Officer of the Fund. Each Director serves as a director or trustee of each of the 14 Value Line Funds and oversees a total of 14 portfolios. Each Director serves until his or her successor is elected and qualified. Principal Occupation Other Length of During the Directorships Name, Address, and Age Position Time Served Past 5 Years Held by Director - ----------------------------------------------------------------------------------------------------------------- Interested Directors* - --------------------- Jean Bernhard Buttner Chairman of the Since 1987 Chairman, President and Chief Value Line, Inc. Age 70 Board of Directors Executive Officer of Value Line, and President Inc. (the "Adviser") and Value Line Publishing, Inc. Chairman and President of each of the 14 Value Line Funds and Value Line Securities, Inc. (the "Distributor"). - ----------------------------------------------------------------------------------------------------------------- Marion N. Ruth Director Since 2000 Real Estate Executive: None 5 Outrider Road President, Ruth Realty (real Rolling Hills, CA 90274 estate broker). Age 70 - ----------------------------------------------------------------------------------------------------------------- Non-Interested Directors* - ------------------------- John W. Chandler Director Since 1991 Consultant, Academic None 1611 Cold Spring Rd. Search Consultation Service, Williamstown, MA 01267 Inc.; Trustee Emeritus and Age 81 Chairman (1993-1994) of the Board of Trustees of Duke University; President Emeritus, Williams College. - ----------------------------------------------------------------------------------------------------------------- Frances T. Newton Director Since 2000 Customer Support Analyst, None 4921 Buckingham Drive Duke Power Company. Charlotte, NC 28209 Age 64 - ----------------------------------------------------------------------------------------------------------------- Francis C. Oakley Director Since 2000 Professor of History, Berkshire Life 54 Scott Hill Road Williams College, 1961 to Insurance Williamstown, MA 01267 present. President Emeritus Company of Age 74 since 1994 and President, America 1985-1994; Chairman (1993-1997) and Interim President (2002) of the American Council of Learned Societies. - -------------------------------------------------------------------------------- 22 Value Line U.S. Government Securities Fund, Inc. Management of the Fund - -------------------------------------------------------------------------------- Principal Occupation Other Length of During the Directorships Name, Address, and Age Position Time Served Past 5 Years Held by Director - -------------------------------------------------------------------------------------------------------------------------- David H. Porter Director Since 1997 Visiting Professor of Classics, None 5 Birch Run Drive Williams College, since 1999; Saratoga Springs, NY 12866 President Emeritus, Skidmore Age 69 College since 1999 and President, 1987-1998. - -------------------------------------------------------------------------------------------------------------------------- Paul Craig Roberts Director Since 1987 Chairman, Institute for Political A. Schulman Inc. 169 Pompano St. Economy. (plastics) Panama City Beach, FL 32413 Age 66 - -------------------------------------------------------------------------------------------------------------------------- Nancy-Beth Sheerr Director Since 1996 Senior Financial Advisor, None 1409 Beaumont Drive Veritable L.P. (investment adviser) Gladwyne, PA 19035 since April 1, 2004; Senior Age 56 Financial Advisor, Hawthorne, 2001-2004. - -------------------------------------------------------------------------------------------------------------------------- Officers - -------- Jeffrey Geffen Vice President Since 1997 Portfolio Manager with Age 55 the Adviser. - -------------------------------------------------------------------------------------------------------------------------- Bradley Brooks Vice President Since 2001 Portfolio Manager with Age 43 the Adviser. - -------------------------------------------------------------------------------------------------------------------------- David T. Henigson Vice President, Since 1994 Director, Vice President and Age 47 Secretary and Compliance Officer of the Treasurer Adviser. Director and Vice President of the Distributor. Vice President, Secretary, Treasurer and Chief Compliance Officer of each of the 14 Value Line Funds. - -------------------------------------------------------------------------------------------------------------------------- Howard A. Brecher Assistant Secretary/ Since 2005 Director, Vice President and Age 51 Assistant Treasurer Secretary of the Adviser. Director and Vice President of the Distributor. * Mrs. Buttner is an "interested person" as defined in the Investment Company Act of 1940 by virtue of her positions with the Adviser and her indirect ownership of a controlling interest in the Adviser; Mrs. Ruth is an interested person by virtue of having been a director of the Adviser. Unless otherwise indicated, the address for each of the above is 220 East 42nd Street, New York, NY 10017. - -------------------------------------------------------------------------------- The Fund's Statement of Additional Information (SAI) includes additional information about the Fund's directors and is available, without charge, upon request by calling 1-800-243-2729. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 23 Value Line U.S. Government Securities Fund, Inc. The Value Line Family of Funds - -------------------------------------------------------------------------------- 1950 -- The Value Line Fund seeks long-term growth of capital. Current income is a secondary objective. 1952 -- Value Line Income and Growth Fund's primary investment objective is income, as high and dependable as is consistent with reasonable risk. Capital growth to increase total return is a secondary objective. 1956 -- The Value Line Special Situations Fund seeks long-term growth of capital. No consideration is given to current income in the choice of investments. 1972 -- Value Line Leveraged Growth Investors' sole investment objective is to realize capital growth. 1979 -- The Value Line Cash Fund, a money market fund, seeks to secure as high a level of current income as is consistent with maintaining liquidity and preserving capital. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. 1981 -- Value Line U.S. Government Securities Fund seeks maximum income without undue risk to capital. Under normal conditions, at least 80% of the value of its net assets will be invested in securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities. 1983 -- Value Line Centurion Fund* seeks long-term growth of capital. 1984 -- The Value Line Tax Exempt Fund seeks to provide investors with the maximum income exempt from federal income taxes while avoiding undue risk to principal. The Fund may be subject to state and local taxes and the Alternative Minimum Tax (if applicable). 1985 -- Value Line Convertible Fund seeks high current income together with capital appreciation primarily from convertible securities ranked 1 or 2 for year-ahead performance by the Value Line Convertible Ranking System. 1986 -- Value Line Aggressive Income Trust seeks to maximize current income. 1987 -- Value Line New York Tax Exempt Trust seeks to provide New York taxpayers with the maximum income exempt from New York State, New York City and federal income taxes while avoiding undue risk to principal. The Trust may be subject to state and local taxes and the Alternative Minimum Tax (if applicable). 1987 -- Value Line Strategic Asset Management Trust* seeks to achieve a high total investment return consistent with reasonable risk. 1993 -- Value Line Emerging Opportunities Fund invests primarily in common stocks or securities convertible into common stock, with its primary objective being long-term growth of capital. 1993 -- Value Line Asset Allocation Fund seeks high total investment return, consistent with reasonable risk. The Fund invests in stocks, bonds and money market instruments utilizing quantitative modeling to determine the asset mix. * Only available through the purchase of Guardian Investor, a tax deferred variable annuity, or ValuePlus, a variable life insurance policy. For more complete information about any of the Value Line Funds, including charges and expenses, send for a prospectus from Value Line Securities, Inc., 220 East 42nd Street, New York, New York 10017-5891 or call 1-800-243-2729, 24 hours a day, 7 days a week, or visit us at www.valueline.com. Read the prospectus carefully before you invest or send money. - -------------------------------------------------------------------------------- 24 INVESTMENT ADVISER Value Line, Inc. 220 East 42nd Street New York, NY 10017-5891 DISTRIBUTOR Value Line Securities, Inc. 220 East 42nd Street New York, NY 10017-5891 CUSTODIAN BANK State Street Bank and Trust Co. 225 Franklin Street Boston, MA 02110 SHAREHOLDER State Street Bank and Trust Co. SERVICING AGENT c/o BFDS P.O. Box 219729 Kansas City, MO 64121-9729 INDEPENDENT PricewaterhouseCoopers LLP REGISTERED PUBLIC 300 Madison Avenue ACCOUNTING FIRM New York, NY 10017 LEGAL COUNSEL Peter D. Lowenstein, Esq. Two Sound View Drive, Suite 100 Greenwich, CT 06830 DIRECTORS Jean Bernhard Buttner John W. Chandler Frances T. Newton Francis C. Oakley David H. Porter Paul Craig Roberts Marion N. Ruth Nancy-Beth Sheerr OFFICERS Jean Bernhard Buttner Chairman and President Jeffrey Geffen Vice President Bradley Brooks Vice President David T. Henigson Vice President Secretary/Treasurer Howard A. Brecher Assistant Secretary/ Assistant Treasurer This report is issued for information of shareholders. It is not authorized for distribution to prospective investors unless preceded or accompanied by a currently effective prospectus of the Trust (obtainable from the Distributor). #534002 Item 2. Code of Ethics (a) The Registrant has adopted a Code of Ethics that applies to its principal executive officer, and principal financial officer and principal accounting officer. (f) Pursuant to item 10(a),the Registrant is attaching as an exhibit a copy of its Code of Ethics that applies to its principal executive officer, and principal financial officer and principal accounting officer. Item 3. Audit Committee Financial Expert. (a) (1) The Registrant has an Audit Committee Financial Expert serving on it's Audit Committee. (2) The Registrant's Board has designated John W. Chandler, a member of the Registrant's Audit Committee, as the Registrant's Audit Committee Financial Expert. Mr. Chandler is an independent director who is a senior consultant with Academic Search Consultation Service. He spent most of his professional career at Williams College, where he served as a faculty member, Dean of the Faculty, and President (1973-85). He also served as President of Hamilton College (1968-73), and as President of the Association of American Colleges and Universities (1985-90). He has also previously served as Trustee Emeritus and Chairman of the Board of Trustees of Duke University. A person who is designated as an "audit committee financial expert" shall not make such person an "expert" for any purpose, including without limitation under Section 11 of the Securities Act of 1933 or under applicable fiduciary laws, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification. Item 4. Principal Accountant Fees and Services (a) Audit Fees 2005 - $31,036. (b) Audit-Related fees - $2,069. (c) Tax Preparation Fees 2005 -$2,900. (d) All Other Fees - None. (e) (1) Audit Committee Pre-Approval Policy.All services to be performed for the Registrant by PricewaterhouseCoopers LLP must be pre-approved by the audit committee. All services performed during 2005 were pre-approved by the committee. (e) (2) Not applicable. (f) Not applicable. (g) Aggregate Non-Audit Fees 2005 -$2,900. (h) Not applicable. Item 10. Controls and Procedures. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Act (17 CFR 270.30a-2(c) ) based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report, are appropriately designed to ensure that material information relating to the registrant is made known to such officers and are operating effectively. (b) The registrant's principal executive officer and principal financial officer have determined that there have been no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including corrective actions with regard to significant deficiencies and material weaknesses. Item 11. Exhibits. (a) Code of Ethics for Principal Executive and Senior Financial Officers attached hereto as Exhibit 100.COE (b) (1) Certification pursuant to Rule 30a-2 under the Investment Company Act of 1940 (17 CFR 270.30a-2) attached hereto as Exhibit 99.CERT. (2) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit 99.906.CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By /s/ Jean B. Buttner ------------------------------------------------------------------------- Jean B. Buttner, President Date: 10/31/05 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Jean B. Buttner ------------------------------------------------------------------------- Jean B. Buttner, President, Principal Executive Officer By: /s/ David T. Henigson ------------------------------------------------------------------------- David T. Henigson, Vice President, Treasurer, Principal Financial Officer Date: 10/31/05