1

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C.  20549




                                   FORM 11-K





                    Annual Report Pursuant to Section 15(d)
                     of the Securities Exchange Act of 1934


                   For the fiscal year ended October 31, 1993


                         Commission File Number 1-1520


                          A.   Full title of the plan:

                              GENCORP SAVINGS PLAN

                                    ("Plan")



           B.  Name of issuer of the securities held pursuant to the
               plan and the address of its principal executive office:



                                  GenCorp Inc.
                                 175 Ghent Road
                           Fairlawn, Ohio  44333-3300





11KSAVPN
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                          FINANCIAL STATEMENTS OF THE
                              GENCORP SAVINGS PLAN





                                                                                  
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Report of Ernst & Young - Independent Auditors  . . . . . . . . . . . . . . . . . . . F-2
                                                                                                                     
                                                                                                                     
Statement of Net Assets Available for Plan Benefits                                                                  
 - October 31, 1993 and October 31, 1992  . . . . . . . . . . . . . . . . . . . . . . F-3
                                                                                      F-4
                                                                                                                     
                                                                                                                     
Statement of Changes in Net Assets Available for Plan Benefits                                                       
 for the years ended October 31, 1993, and October 31, 1992 . . . . . . . . . . . . . F-5
                                                                                      F-6
                                                                                                                     
                                                                                                                     
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
                                                                                                                     
                                                                                                                     
Signature . . . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11
                                                                                                                     
                                                                                                                     
Consent of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . .  Exhibit 23
                                                                                                                     
                                                                                     


F-1 3 REPORT OF INDEPENDENT AUDITORS To GenCorp Inc. as Administrator and Sponsor of the GenCorp Savings Plan We have audited the accompanying statements of net assets available for plan benefits of the GenCorp Savings Plan as of October 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at October 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Ernst & Young Akron, Ohio April 12, 1994 F-2 4 GENCORP SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
OCTOBER 31, 1993 ------------------------------------------------------------ GenCorp Interest Stock Diversified Income Fund Equity Fund Fund Total ----------- ------------ ------------ ------------ Investments in securities of participating employer: GenCorp Inc. - Common stock 5,407,447 shares $85,167,290 $ - $ - $ 85,167,290 Investments in securities of unaffiliated issuers: Participation in Master Trust commingled funds (Note 3) - 46,656,370 153,606,758 200,263,128 Other short term investments 916,152 - - 916,152 ----------- ----------- ------------ ------------ Total investments 86,083,442 46,656,370 153,606,758 286,346,570 Other receivables - net 1,176,547 - 1,432,622 2,609,169 ----------- ----------- ------------ ------------ Total Assets 87,259,989 46,656,370 155,039,380 288,955,739 Benefits payable (865,593) (539,342) (1,838,667) (3,243,602) ----------- ----------- ------------ ------------ Net assets available for Plan benefits $86,394,396 $46,117,028 $153,200,713 $285,712,137 =========== =========== ============ ============
The accompanying notes to financial statements are an integral part of these statements. F-3 5 GENCORP SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
OCTOBER 31, 1992 ------------------------------------------------------------ GenCorp Interest Stock Diversified Income Fund Equity Fund Fund Total ----------- ----------- ------------ ------------ Investments in securities of participating employer: GenCorp Inc. - Common stock, 5,211,653 shares $50,813,617 $ - $ - $ 50,813,617 Investments in securities of unaffiliated issuers: Participation in Master Trust commingled funds (Note 3) - 36,885,973 173,959,896 210,845,869 Other short term investments 726,444 - - 726,444 ----------- ----------- ------------ ------------ Total investments 51,540,061 36,885,973 173,959,896 262,385,930 Other receivables - net 48,001 - - 48,001 ----------- ----------- ------------ ------------ Total assets 51,588,062 36,885,973 173,959,896 262,433,931 Benefits payable (254,567) (139,221) (883,315) (1,277,103) ----------- ----------- ------------ ------------ Net assets available for Plan benefits $51,333,495 $36,746,752 $173,076,581 $261,156,828 =========== =========== ============ ============
The accompanying notes to financial statements are an integral part of these statements. F-4 6 GENCORP SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED OCTOBER 31, 1993 ------------------------------------------------------------ GenCorp Interest Stock Diversified Income Fund Equity Fund Fund Total ----------- ----------- ------------ ------------ Net investment income - Net increase in value of Plan's interest in Master Trust commingled funds (Note 3) $ - $ 5,774,482 $ 11,377,343 $ 17,151,825 GenCorp Inc. common stock dividends 3,289,384 - - 3,289,384 Interest 9,769 - - 9,769 Net realized and unrealized appreciation 32,886,444 - - 32,886,444 ----------- ----------- ------------ ------------ Net investment income 36,185,597 5,774,482 11,377,343 53,337,422 Contributions and deposits - Members 2,568,263 6,931,612 13,359,495 22,859,370 Employer 12,784,807 - - 12,784,807 Other 34,799 99,652 75,650 210,101 ----------- ----------- ------------ ------------ 15,387,869 7,031,264 13,435,145 35,854,278 Benefits paid to participants (13,477,234) (7,349,137) (43,810,020) (64,636,391) Interfund transfers (3,035,331) 3,913,667 (878,336) - ----------- ----------- ------------ ------------ Increase (Decrease) in net assets 35,060,901 9,370,276 (19,875,868) 24,555,309 Net assets available for Plan benefits at beginning of year 51,333,495 36,746,752 173,076,581 261,156,828 ----------- ----------- ------------ ------------ Net assets available for Plan benefits at end of year $86,394,396 $46,117,028 $153,200,713 $285,712,137 =========== =========== ============ ============
The accompanying notes to financial statements are an integral part of these statements. F-5 7 GENCORP SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED OCTOBER 31, 1992 ------------------------------------------------------------ GenCorp Interest Stock Diversified Income Fund Equity Fund Fund Total ----------- ----------- ------------ ------------ Net investment income - Net increase in value of Plan's interest in Master Trust commingled funds (Note 3) $ - $ 3,150,579 $ 13,457,379 $ 16,607,958 GenCorp Inc. common stock dividends 2,914,017 - - 2,914,017 Interest 20,288 - - 20,288 Net realized and unrealized (depreciation) (10,206,573) - - (10,206,573) ----------- ----------- ------------ ------------ Net investment income (loss) (7,272,268) 3,150,579 13,457,379 9,335,690 Contributions and deposits - Members 2,748,954 6,450,197 15,937,190 25,136,341 Employer 13,505,565 - - 13,505,565 ----------- ----------- ------------ ------------ 16,254,519 6,450,197 15,937,190 38,641,906 Benefits paid to participants (6,289,584) (3,989,833) (26,908,618) (37,188,035) Interfund transfers (3,643,046) 2,554,990 1,088,056 - ----------- ----------- ------------ ------------ Increase (Decrease) in net assets (950,379) 8,165,933 3,574,007 10,789,561 Net assets available for Plan benefits at beginning of year 52,283,874 28,580,819 169,502,574 250,367,267 ----------- ----------- ------------ ------------ Net assets available for Plan benefits at end of year $51,333,495 $36,746,752 $173,076,581 $261,156,828 =========== =========== ============ ============
The accompanying notes to financial statements are an integral part of these statements. F-6 8 GENCORP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - ACCOUNTING POLICIES - - ---------------------------- Basis of Accounting The accompanying financial statements have been prepared on the accrual basis. Plan Share Value Calculation Plan share values are calculated in accordance with the Plan document excluding certain immaterial accruals. Plan share values as of October 31, 1993 and 1992 are as follows:
GenCorp Diversified Interest Stock Fund Equity Fund Income Fund ---------- ----------- ----------- As of October 31, 1993: Fair market value of assets $ 86,394,396 $46,117,028 $153,200,713 ============ =========== ============ Plan shares 100,458,600 31,804,847 104,931,995 ============ =========== ============ Plan share values at year end $ .86 $ 1.45 $ 1.46 ============ =========== ============ As of October 31, 1992: Fair market value of assets $ 51,333,495 $36,746,752 $173,076,581 ============ =========== ============ Plan shares 100,653,912 29,397,402 127,262,192 ============ =========== ============ Plan share values at year end $ .51 $ 1.25 $ 1.36 ============ =========== ============
Valuation of Investments Investments in GenCorp stock are valued at the closing price of GenCorp common stock on the last day of the Plan's fiscal year. Investments in money market funds and diversified stock funds are valued at market based upon the stated value per share of such fund as determined on the last business day of the Plan's fiscal year by the trustee or manager of the fund. Investments in insurance contracts are valued at cost plus accrued interest as calculated by the respective investment manager and verified by the Trustee. Marketable debt securities are valued at market on the last business day of the Plan's fiscal year. Expenses of the Plan Fees and expenses charged by the Trustee and investment managers are paid by GenCorp Inc. (the Company). Expenses incurred in connection with the purchase or sale of securities and expenses incurred in the preservation of the Trust Fund are paid from trust assets. All other administrative costs of the Plan are paid by the Company. F-7 9 GENCORP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Note 2 - Plan Description and Investment Programs - - ------------------------------------------------- The Plan was adopted effective July 1, 1989, and is available to salaried and certain non-union hourly employees of GenCorp Inc. and participating subsidiaries. Members first began actively contributing to the Plan effective September 1, 1989. Effective December 1, 1989, the Aerojet General Corporation Savings Plan was merged into the Plan. Members may elect to contribute from 1% to 16% of annual compensation to the Plan. The Plan provides that the Company will contribute $1.00 for each $1.00 of a Member's Basic Contributions up to the first 3% of a Member's Compensation contributed to the Plan during the Plan Year, and $.50 for each $1.00 of a Member's Basic Contributions on the next 3% of a Member's Compensation contributed to the Plan during the Plan Year. Members may invest their contributions in several investment funds. All Employer Matching Contributions are invested solely in the GenCorp Stock Fund. The GenCorp Stock Fund is invested primarily in Common Stock of the Company. The Diversified Equity Fund is invested primarily in common stocks and other equity securities of companies included in the Standard & Poor's 500 Stock Index and/or one or more funds designed to emulate the performance of the Standard & Poor's 500 Stock Index. The Interest Income Fund currently is invested primarily in guaranteed investment contracts of insurance carriers and/or banks as well as marketable debt securities. At October 31, 1993, 5,553 employees were Members of the Plan who were actively contributing to one or more of the Funds under the Plan. Employee participation (including Members who were not active) in each of the Funds at October 31, 1993, was as follows: GenCorp Stock Fund 6,204 members Diversified Equity Fund 3,948 members Interest Income Fund 5,277 members Distribution of the value of Plan Shares to a Member who terminates or elects a voluntary withdrawal is made in accordance with the terms of the Plan. A Member's interests in his Rollover Contributions, if any, and Employee Contributions that he has made or the Company has made for him pursuant to a Salary Reduction Agreement are at all times vested and not subject to forfeiture. A Member's interest in the Matching Contributions made for his benefit is at all times vested and not subject to forfeiture, except such forfeitures as may be required or permitted in order to meet the non-discrimination provisions of the Internal Revenue Code ("Code") or other applicable provisions of law. A Member may not, however, elect a withdrawal of any Plan Shares attributable to Matching Contributions until such Matching Contributions have remained in the Plan for at least two full Plan Years. The foregoing description of the Plan provides only general information. Participants should refer to the summary plan description and the Prospectus for the Plan for a more complete description of the Plan's provisions. If there is any discrepancy between the provisions described herein or in the Prospectus or summary plan description, the terms of the Plan as set forth in the Plan document shall be controlling. Copies of the summary plan description and the Prospectus for the Plan are available from the Plan administrator. Note 3 - Investments in Master Trust - - ------------------------------------ The Master Trust is an investment trust formed for the investment of the assets of the defined contribution plans sponsored by the Company and its subsidiaries. The Master Trust consists of all assets of the plans and includes two investment funds, as well as two separate GenCorp Stock Funds, one each for the GenCorp Savings Plan and the Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies. The assets of the Plan's Diversified Equity Fund and the Interest Income Fund are commingled in the Master Trust with assets of the other defined contribution plans to create two corresponding master investment funds, the Diversified Equity Fund and the Interest Income Fund of the Master Trust (the Master Trust Funds). The Diversified Equity Fund and the Interest Income Fund of the Plan have undivided interests in the commingled total assets of the Master Trust Funds and ownership is represented by units of participation. Participation by the Plan in the Master Trust Funds is increased or decreased by the purchase or redemption of units of participation at the value established on the last business day of each calendar month. F-8 10 GENCORP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Note 3 Continued - - ---------------- Financial information for the Master Trust Funds is as follows:
October 31, 1993 October 31, 1992 ---------------- ----------------- Interest Interest Diversified Income Diversified Income Statement of Assets Equity Fund Fund Equity Fund Fund - - ------------------- ----------- ------------ ----------- ------------ Investments, at market Cash $ - $ 154,799 $ - $ 12,011 Money market funds - 10,315,597 139,755 3,289,472 US Government securities - 23,010,622 - 39,809,000 Corporate debt securities - 11,264,147 - 17,503,955 Stock index fund investments 82,276,021 - 71,683,710 - Guaranteed investment contracts - 141,118,096 - 141,620,537 Other - 1,128,025 - 1,129,710 Accrued interest receivable - 707,472 76 1,422,386 ----------- ------------ ----------- ------------ Total assets, at market $82,276,021 $187,698,758 $71,823,541 $204,787,071 =========== ============ =========== ============
For the Year Ended For the Year Ended October 31, 1993 October 31, 1992 ---------------- -----------------
Interest Interest Diversified Income Diversified Income Statement of Changes in Assets Equity Fund Fund Equity Fund Fund - - ------------------------------ ----------- ------------ ----------- -------------- Additions (Deductions): Contributions from participating plans for the purchase of units $ 8,109,709 $ 15,867,153 $ 9,858,041 $ 21,542,663 Interest income 387 13,982,180 617 15,615,760 Net realized and unrealized appreciation (depreciation) 10,681,240 (439,533) 6,533,484 154,873 Redemption of units (8,338,856) (46,498,113) (8,509,931) (32,284,042) ------------ ------------ ----------- ------------ Net increase (decrease) in value of assets during the year 10,452,480 (17,088,313) 7,882,211 5,029,254 Market value of assets - beginning of year 71,823,541 204,787,071 63,941,330 199,757,817 ------------ ------------ ---------- ------------ Market value of assets - end of year $82,276,021 $187,698,758 $71,823,541 $204,787,071 =========== ============ =========== ============ At October 31, 1993, the Plan's participating proportionate share of the Diversified Equity Fund and the Interest Income Fund was approximately 57 percent and 82 percent, respectively. At October 31, 1992, the Plan's proportionate share of the Diversified Equity Fund and Interest Income Fund was approximately 51 percent and 85 percent, respectively.
F-9 11 GENCORP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Note 4 - Federal Income Taxes - - ----------------------------- On February 3, 1994, the Plan received a favorable determination letter from the Internal Revenue Service which stated that the Plan is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code ("Code"). Under these sections, the Company is permitted to deduct for federal income tax purposes its contribution to the Plan, and the Trust Fund established under the Plan is exempt from taxation under Section 501(a) of the Code. The Company intends that the Plan will continue to qualify under Sections 401(a) and 401(k) of the Code. It is anticipated that any changes required to maintain the Plan's qualified status will be made. The Company believes the Plan currently is in compliance with Sections 401(a) and 401(k) of the Code. The Company may, upon the advice of counsel, request future determinations from the IRS that the Plan continues to qualify under Sections 401(a) and 401(k) of the Code. A Member's 401(a) contributions are included in the Member's gross income for federal income tax purposes. Correspondingly, the Member does not realize taxable income when such contributions are distributed to him. A Member will realize taxable income from the Plan to the extent that the distribution is not considered to be a distribution of his contributions. A Member's 401(k) contributions and Matching Contributions are excluded from the Member's gross income for purposes of computing federal income tax liability. Correspondingly, the Member will realize taxable income when such contributions (and any earnings thereon) are distributed to him. State tax laws vary with respect to the taxability of amounts contributed to a 401(k) savings plan, and therefore, the effect of distribution of 401(k) contributions under any particular state law must be determined on a case-by-case basis. F-10 12 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, GenCorp Inc., as Plan Administrator, has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. GENCORP SAVINGS PLAN By /s/ D. M. Steuert ---------------------- D. M. Steuert Member, GenCorp Inc. Benefits Management Committee Date: April 22, 1994 F-11
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                                                                      Exhibit 23




                       CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference, in the Prospectuses constituting
part of GenCorp Inc.'s Registration Statements No. 33-28056 and 2-98730 on Form
S-8 pertaining to the GenCorp Savings Plan of our report dated April 12, 1994,
with respect to the financial statements of the GenCorp Savings Plan included
in this Annual Report on Form 11-K for the year ended October 31, 1993.




                                                                   Ernst & Young

Akron, Ohio
April 26, 1994