<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549



                                   FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


 For the Quarter Ended    May 31, 1994           Commission File Number 1-1520
                       -------------------                              ------

                                  GenCorp Inc.          
                              --------------------
             (Exact name of registrant as specified in its charter)


           Ohio                                        34-0244000
- - -----------------------                   -----------------------------------
(State of Incorporation)                  (I.R.S. Employer Identification No.)


                175 Ghent Road       Fairlawn, Ohio      44333-3300
            -------------------------------------------------------
            (Address of principal executive offices)     (Zip Code)


       Registrant's telephone number, including area code (216) 869-4200
                                                          --------------




Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  YES  X    NO
                                              ------    ------




At June 30, 1994, there were 31,730,739 outstanding shares of GenCorp Inc.'s
Common Stock, par value $.10.

<PAGE>   2

<TABLE>
GenCorp Inc.


Table of Contents
<CAPTION>
                                                                                                 Page No.  
                                                                                              -------------
<S>                                                                                                 <C>

Part I. Financial Information


     Item 1.  Financial Statements

         Condensed Consolidated Statement of Income -
              Three Months and Six Months Ended May 31, 1994 and 1993                                -3-

         Condensed Consolidated Balance Sheet -
              May 31, 1994 and November 30, 1993                                                     -4-

         Condensed Consolidated Statement of Cash Flows -
              Six Months Ended May 31, 1994 and 1993                                                 -5-

         Notes to the Unaudited Interim Condensed Consolidated
              Financial Statements                                                                   -6-


     Item 2.  Management's Discussion and Analysis of
                      Financial Condition and Results of Operations                                 -14-


Part II.  Other Information


     Item 1.  Legal Proceedings                                                                     -17-


     Item 5.  Other Information                                                                     -17-


     Item 6.  Exhibits and Reports on Form 8-K                                                      -17-

Signatures                                                                                          -18-
</TABLE>






                                      -2-

<PAGE>   3

<TABLE>

                         PART I. FINANCIAL INFORMATION
                         -----------------------------
                                  GenCorp Inc.
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                  (Dollars in millions, except per share data)

<CAPTION>
                                                                         Unaudited                     Unaudited        
                                                                    Three Months Ended              Six Months Ended    
                                                                  ----------------------         ---------------------- 
                                                                   May 31,         May 31,      May 31,         May 31, 
                                                                    1994            1993         1994            1993  
                                                                   ------          ------       -------         -------
<S>                                                                 <C>            <C>           <C>            <C>
NET SALES                                                           $467.7         $492.3        $ 869.4        $ 893.8
                                                                    ------         ------        -------        -------
COSTS AND EXPENSES
Cost of products sold                                                387.5          413.3          742.5          755.9
Selling, general and administrative                                   46.0           46.4           90.9           88.2
Other income and expense, net                                          2.6           (3.6)           2.4           (2.8)
Interest expense                                                       7.9            6.6           15.2           12.7
                                                                    ------         ------        -------        -------
                                                                     444.0          462.7          851.0          854.0
                                                                    ------         ------        -------        -------

INCOME BEFORE INCOME TAXES                                            23.7           29.6           18.4           39.8
Provision for income taxes                                             9.5           11.8            7.4           15.9
                                                                    ------         ------        -------        -------

INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGES                                          14.2           17.8           11.0           23.9

Cumulative effect of accounting changes
   (Note B)                                                              -              -         (212.7)             -
                                                                    ------         ------        -------        -------

NET INCOME (LOSS)                                                   $ 14.2         $ 17.8        $(201.7)       $  23.9
                                                                    ======         ======        =======        =======

EARNINGS INCOME (LOSS) PER SHARE
OF COMMON STOCK (NOTE C)
Primary:
   Before cumulative effect of accounting changes                   $  .45         $  .56        $   .35        $   .75
   Cumulative effect of accounting changes
      (Note B)                                                           -              -          (6.71)             -
                                                                    ------         ------        -------        -------

   Net Income (loss)                                                $  .45         $  .56        $ (6.36)       $   .75
                                                                    ======         ======        =======        =======

Fully Diluted:
   Before cumulative effect of accounting changes                   $  .40         $  .49        $   .35        $   .68
   Cumulative effect of accounting changes
      (Note B)                                                           -              -          (6.71)             -
                                                                    ------         ------        -------        -------

   Net Income (loss)                                                $  .40         $  .49        $ (6.36)       $   .68
                                                                    ======         ======        =======        =======

Average number of shares of common
   stock outstanding (in thousands)
Primary                                                             31,730         31,730         31,730         31,729
Fully Diluted                                                       38,889         38,888         38,889         38,888

Cash dividends paid per share of common stock                       $  .15         $  .15        $   .30        $   .30
<FN>

                 The accompanying notes to the unaudited interim condensed consolidated
                     financial statements are an integral part of these statements.

</TABLE>




                                      -3-

<PAGE>   4

<TABLE>
                                  GenCorp Inc.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (Dollars in millions)

<CAPTION>
                                                                       Unaudited            Audited
                                                                       May 31,          November 30,
                                                                          1994                1993       
                                                                     ---------------    -----------------
<S>                                                                 <C>                   <C>
CURRENT ASSETS:
Cash and equivalents                                                $     26.3            $     15.8
Marketable securities                                                      7.3                   7.1
Accounts receivable (Note E)                                             149.2                 165.8
Inventories (Note F)                                                     164.0                 199.3
Prepaid expenses                                                          38.9                  41.6
                                                                    ----------            ----------
TOTAL CURRENT ASSETS                                                     385.7                 429.6
                                                                    ----------            ----------

Investments and other assets                                             191.2                 181.8
Deferred Income Taxes                                                    135.1                   9.0

Property, plant and equipment:
   At cost                                                             1,240.9               1,299.5
   Accumulated depreciation                                             (730.3)               (756.4)
                                                                    ----------            ----------
     Net property, plant and equipment                                   510.6                 543.1
                                                                    ----------            ----------
TOTAL ASSETS                                                        $  1,222.6            $  1,163.5
                                                                    ==========            ==========            

CURRENT LIABILITIES:
Notes payable                                                       $     10.5            $     23.1
Accounts payable - trade                                                  87.1                 102.0
Income taxes                                                               2.0                  14.4
Other current liabilities                                                219.0                 201.5
                                                                    ----------            ----------
TOTAL CURRENT LIABILITIES                                                318.6                 341.0
                                                                    ----------            ----------

Long-Term Debt (Note G)                                                  406.0                 416.2
Postretirement benefits other than pensions (Note H)                     370.0                  69.9
Other Liabilities                                                        106.4                 101.9
Contingencies (Note I)

SHAREHOLDERS' EQUITY:
Preference stock - (none outstanding)                                        -                     -
Common stock - $.10 par value; 31.7 million shares
   outstanding                                                             3.2                   3.2
Other capital                                                               .5                    .5
Retained earnings                                                         15.9                 228.8
Currency translation adjustment                                            2.0                   2.0
                                                                    ----------            ----------
TOTAL SHAREHOLDERS' EQUITY                                                21.6                 234.5
                                                                    ----------            ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $  1,222.6            $  1,163.5
                                                                    ==========            ==========            
<FN>

     The accompanying notes to the unaudited interim condensed consolidated
         financial statements are an integral part of these statements.

</TABLE>




                                      -4-

<PAGE>   5

<TABLE>
                                  GenCorp Inc.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Dollars in millions)

<CAPTION>
                                                                                       Unaudited
                                                                                  Six Months Ended    
                                                                              ------------------------
                                                                                      May 31,
                                                                                1994               1993    
                                                                            ------------       ------------

<S>                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                              $(201.7)           $  23.9
Cumulative effect of accounting changes                                          212.7                  -
Depreciation and amortization                                                     38.4               38.3
Decrease (Increase) in working capital                                            22.3              (41.2)
Increase in deferred income taxes                                                 (6.6)               (.4)
Other - net                                                                       (1.5)              (4.0)
                                                                               -------            ------- 
NET CASH PROVIDED FROM OPERATING
   ACTIVITIES                                                                     63.6               16.6
                                                                               -------            ------- 

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                                             (26.1)             (28.2)
Investments and other - net                                                        6.8                6.6
                                                                               -------            ------- 
NET CASH USED IN INVESTING ACTIVITIES                                            (19.3)             (21.6)
                                                                               -------            ------- 

CASH FLOWS FROM FINANCING ACTIVITIES
Net short-term debt (paid) incurred                                              (12.5)                .9
Long-term debt incurred                                                          160.0              155.0
Long-term debt paid                                                             (170.3)            (141.3)
Dividends                                                                         (9.5)              (9.5)
Other equity transactions                                                         (1.5)               (.4)
                                                                               -------            ------- 
NET CASH (USED IN) OR PROVIDED FROM
   FINANCING ACTIVITIES                                                          (33.8)               4.7
                                                                               -------            ------- 

NET INCREASE IN CASH AND EQUIVALENTS                                              10.5                (.3)
Cash and Equivalents at beginning of year                                         15.8               27.2
                                                                               -------            ------- 
Cash and Equivalents at end of period                                          $  26.3            $  26.9
                                                                               =======            =======
<FN>

Cash paid during the period for interest was $15 million and $14 million for
the six months ended May 31, 1994 and 1993, respectively.  Cash paid during the
period for income taxes was $19 million and $14 million for the six months
ended May 31, 1994 and 1993, respectively.

     The accompanying notes to the unaudited interim condensed consolidated
         financial statements are an integral part of these statements.

</TABLE>




                                      -5-

<PAGE>   6
                                  GenCorp Inc.
             NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

Note A - Basis of Presentation
- - ------------------------------
    The accompanying unaudited interim condensed consolidated financial
statements have been prepared in accordance with the instructions to Form 10-Q
and therefore do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
These interim statements should be read in conjunction with the financial
statements and notes thereto included or incorporated by reference in the
GenCorp Inc. (Company) Annual Report on Form 10-K for the fiscal year ended
November 30, 1993.

    All normal recurring accruals and adjustments considered necessary for a
fair presentation of the unaudited results for the six months ended May 31,
1994 and 1993, have been reflected.  The results of operations for the six
months ended May 31, 1994, are not necessarily indicative, if annualized, of
those to be expected for the full fiscal year.

Note B - Accounting Changes
- - ---------------------------
    Effective December 1, 1993, the Company adopted the provisions of
Statements of Financial Accounting Standards (SFAS) No. 106 - Employers'
Accounting for Postretirement Benefits Other Than Pensions; SFAS No. 109 -
Accounting for Income Taxes; and SFAS No. 112 - Employers' Accounting for
Postemployment Benefits.

    SFAS No. 106 requires that the expected cost of providing postretirement
health care and life insurance benefits be charged to expense during the years
that the employees render service.  Prior to 1994, the Company expensed the
cost of these benefits for continuing operations as they were paid.  Upon
implementation of the standard, the Company elected immediate recognition of
the transition obligation by taking a one time charge against earnings.

    SFAS No. 109 requires the use of the liability method in accounting for
income taxes.  Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse.  Prior to
the adoption of SFAS No. 109, income tax expense was determined using the
deferred tax method required by Accounting Principles Board Opinion No. 11 -
Accounting For Income Taxes.

    SFAS No. 112 requires the use of the accrual method of accounting for
benefits payable to employees that leave the Company other than by reason of
retirement.  Implementation of this standard had a relatively small effect as
most of these benefits were accounted for in accordance with SFAS No. 112 prior
to December 1, 1993.

    The table below shows the components of the cumulative effect of the above
three accounting changes:


<TABLE>                           
<CAPTION>                         
(MILLIONS, EXCEPT PER-SHARE DATA)        Amount             Per Share
- - ---------------------------------------------------------------------
<S>                                     <C>                  <C>
Other postretirement benefits,   
  net of $130.6 in taxes                $(195.9)             $(6.18)
Income taxes                              (16.5)               (.52)
Postemployment benefits,         
  net of $.1 in taxes                       (.3)               (.01)
                                        -------              ------ 
    Total                               $(212.7)             $(6.71)
                                        ========             ======
</TABLE>
                         
                                  
                                  
                                  
                                  
                                  
                                      -6-

<PAGE>   7
    The incremental impact of these changes in accounting methods on income
(loss) before cumulative effect of accounting changes decreased earnings for
the second quarter and for the six months ended May 31, 1994 by approximately
$.4 million and $1.4 million respectively.

    RECLASSIFICATIONS - Certain reclassifications have been made to conform
prior year's data to the current presentation.

Note C - Net Income Per Share of Common Stock
- - ---------------------------------------------
    Primary earnings per share of common stock are calculated by dividing net
income by the weighted average number of common shares outstanding.  For fully
diluted earnings per share, both net income and shares outstanding have been
adjusted as if the Company's $115,000,000 8% Convertible Subordinated
Debentures due August 1, 2002 had been converted.  (See Note G for further
information regarding the debentures.)

Note D - Income Taxes
- - ---------------------
    Effective December 1, 1993, the Company adopted SFAS No. 109, "Accounting
for Income Taxes".  As permitted under the Statement, the Company has elected
not to restate the financial statements of prior periods.

    The table below is a summary of the significant components of the Company's
deferred tax assets and liabilities as of May 31, 1994.


<TABLE>
<CAPTION>
(MILLIONS)                                                Assets         Liabilities
- - ------------------------------------------------------------------------------------
<S>                                                       <C>               <C>
Accrued estimated costs                                   $ 79.3            $    -
Long term contract method                                      -                .3
Depreciation                                                   -              50.1
Pension                                                        -              37.3
State NOLs and tax credit carryforwards                      9.8                 -
Other postretirement/employment benefits                   170.2                 -
Other                                                          -               3.2
                                                          ------            ------
    Total                                                 $259.3             $90.9
                                                          ======             =====
</TABLE>


    State net operating losses (NOLs) will expire in years through 2007.
Foreign tax credits will expire in 1995.

    The Company believes that the adoption of Statement 109 will not materially
change its computation of annual tax expense or its effective tax rate.

Note E - Accounts Receivable
- - ----------------------------
    In June 1994, the Company extended its agreement with a financial
institution to sell, with limited recourse, $60 million of undivided fractional
interests in a $100 million pool of eligible accounts receivable through
December 1994.  Under the agreement, new receivables are sold as collections
reduce previously sold receivables.  The Company has retained collection and
administrative responsibilities as agent for the purchaser and has established
an allowance for doubtful accounts for such receivables based on expected
collectibility.  Accounts receivable as shown in the Consolidated Balance Sheet
are net of $60 and $50 million for 1994 and 1993, respectively, representing
the interests in receivables sold under this agreement.





                                      -7-


<PAGE>   8
Note F - Inventories
- - --------------------
    Inventories are stated at the lower of cost or market value.  A portion of
the inventories are priced by use of the last-in, first-out (LIFO) method using
various dollar value pools.  Interim LIFO determinations involve management's
judgments of expected year-end inventory levels.  Components of inventory are
as follows:


<TABLE>
<CAPTION>
                                                                            May 31,              November 30,
                                                                             1994                   1993      
                                                                        ---------------       ----------------
                                                                                     (Millions)
      <S>                                                                  <C>                     <C>
      Raw materials and supplies                                             $ 60.7                 $ 43.9
      Work-in-process                                                          13.2                   14.8
      Finished products                                                        60.3                   57.2
                                                                             ------                 ------
        Approximate replacement cost of LIFO
        inventories                                                           134.2                  115.9
      Reserves, primarily LIFO                                                (35.6)                 (35.0)
      Long-term contracts at average cost                                     208.1                  262.5
      Progress payments                                                      (142.7)                (144.1)
                                                                             ------                 ------ 
                                                                             $164.0                 $199.3
                                                                             ======                 ======
</TABLE>


Note G - Long-Term Debt and Credit Lines
- - ----------------------------------------
      In April 1992, the Company converted all previously outstanding revolving
loans into a three-year $450 million unsecured revolving credit facility
(Facility).  The Facility has been renewed until April 1996 by certain banks
with commitments totalling $440 million, effective April 1995.  It is
extendable for up to one additional year at the option of the Company and with
the approval of the participating banks.  As of May 31, 1994, unused revolving
lines of credit totaled $160 million.  The Company pays commitment fees of 3/8
of one percent on the unused balance.  Interest rates are variable, primarily
based on LIBOR, and are currently at an average rate of 5.09 percent.

      The Facility contains various debt restrictions and provisions relating
to net worth and interest coverage ratios.  The Company is required to maintain
consolidated net worth of not less than $222 million, excluding the impact of
new accounting standards.  After adjusting for the newly implemented accounting
standards discussed in Note B, the Company continues to be in compliance with
its debt covenants.

      The Company has interest rate swap agreements covering a notional amount
of $75 million which expire in 1995.  The semi-annual settlement rates for
these agreements are calculated as a spread between a fixed annual rate of 9.54
percent and the six month floating LIBOR rate.

      During the third quarter of 1992, the Company issued $115 million of 8%
Convertible Subordinated Debentures due August 1, 2002 (Debentures).  The
Debentures are redeemable at the option of the Company, in whole or in part, at
any time on or after August 10, 1996.  The Debentures are convertible at any
time prior to maturity, unless previously redeemed, into shares of Common Stock
at a conversion price of $16.065 per share (equivalent to a conversion rate of
approximately 62.247 shares of Common Stock per $1,000 principal amount of
Debentures) subject to adjustment in certain circumstances.  The market value
of the Debentures was $127 million at May 31, 1994.





                                      -8-

<PAGE>   9
Note G - Long-Term Debt and Credit Lines (continued)
- - ----------------------------------------------------
      At May 31, 1994, the Company had unsecured, uncommitted lines of credit
with several banks for short-term borrowings aggregating $30 million, of which
$10 million was outstanding.  Borrowings under such lines generally bear
interest at money market rates and are payable on demand.  The Company also had
outstanding letters of credit totaling $45 million at May 31, 1994.

Note H - Employee Benefit Plans
- - -------------------------------
      Effective December 1, 1993, the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions" as discussed under
Note B - Accounting Changes.  The Company currently provides certain unfunded
health care and life insurance benefits to most retired employees with varied
coverage by employee group.

      The table below sets forth the components of the net periodic
postretirement benefit cost and the accumulated postretirement benefit
obligation for postretirement benefits other than pensions.


<TABLE>
<CAPTION>
NET PERIODIC POSTRETIREMENT BENEFIT COST                                                                    
- - -----------------------------------------------------------------------------------------------------
                                                   Three Months Ended                Six Months Ended
(MILLIONS)                                            May 31, 1994                     May 31, 1994 
- - -----------------------------------------------------------------------------------------------------
<S>                                                        <C>                          <C>
Service Cost                                               $1.2                         $  2.5
Interest Cost                                               7.8                           15.6
                                                          -----                         ------
   Total Cost                                              $9.0                          $18.1
                                                           ====                          =====
</TABLE>
              


<TABLE>               
<CAPTION>
ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION                                                               
- - -------------------------------------------------------------------------------------------------------
(MILLIONS)                                                                             May 31, 1994     
- - -------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>
Retirees                                                                                $283.5
Fully eligible active plan participants                                                   56.3
Other active plan participants                                                            68.0
                                                                                       -------
   Total benefit obligation                                                             $407.8
                                                                                        ======
</TABLE>
                                                          

    The accumulated postretirement benefit obligation includes the impact of
the recent cost-sharing program announced to employees and retirees on October
4, 1993.  The program establishes limits on the average amount the Company pays
annually to provide future retiree medical coverage.  The Company believes that
it has the legal right to implement this new cost-sharing program and has
recently prevailed in a lawsuit before the U.S. District Court challenging the
Company's right to modify retiree medical benefits as changed in 1991.  This
ruling is under appeal to the U.S. Court of Appeals for the Sixth Circuit.
While the Company expects to prevail on appeal, an adverse ruling could affect
the future cost of providing retiree health benefits.

    The accumulated postretirement benefit obligation and related benefit cost
are determined by the application of relevant actuarial assumptions.  The
Company utilized an 8 percent discount rate and anticipates its health care
cost trend rate will decline from 12 percent in 1994 to 6 percent in 2003,
after which the trend rate is expected to stabilize.  The effect of a one
percentage point increase in the assumed health care cost trend rate for each
future year would increase the benefit obligation by $9.7 million and the
current quarter benefit expense by $.2 million.





                                      -9-

<PAGE>   10

Note I - Contingencies and Uncertainties
- - ----------------------------------------
Environmental Matters
- - ---------------------
Sacramento, California

    In June 1989, the United States District Court for the Eastern District of
California approved entry of a Partial Consent Decree (Decree) which partially
settled environmental litigation initiated against Aerojet and its inactive
subsidiary, Cordova Chemical Company, by the State of California (State) and
the United States Environmental Protection Agency (EPA) as a result of the
release of chemicals at Aerojet's Sacramento, California facility prior to
1980.

    Aerojet is conducting a Remedial Investigation/Feasibility Study (RI/FS) of
the Sacramento site under the Decree and will prepare an RI/FS report on
specific environmental conditions present at the site and alternatives
available to remedy such conditions.  The Decree does not require Aerojet to
perform final remedial measures at the site.

    The Decree provides that, during the period 1989 through 1994, Aerojet will
pay an aggregate of $5.4 million to (i) resolve civil monetary claims of the
State and (ii) reimburse the State and the EPA for their past costs incurred in
connection with the environmental matters at the Sacramento site.  Aerojet has
satisfied this obligation.  Additionally, Aerojet is required to pay for
certain costs associated with government monitoring of Aerojet's compliance
with the Decree.

    In 1990, the United States government settled Aerojet's claims for
reimbursement of a portion of environmental costs incurred at the site prior to
July 1989 for $37 million.  The 1990 settlement requires that the United States
will receive credit equal to 50 percent of any insurance recovery that Aerojet
may receive in respect of costs covered by the settlement, except amounts paid
conditionally or under a reservation of the insurers' rights or claims.

    In September 1993, Aerojet reached a second settlement with the United
States government on its claim to recover a portion of environmental
restoration costs incurred, or to be incurred, after June 1989 ("covered
costs").  Under the terms of the 1993 settlement, covered costs recovered by
Aerojet for the period July 1989 through November 1992 total approximately $18
million.  This recovery was accomplished through the government's release of
rights to funds held by Aerojet.  The settlement also provides that 65 percent
of covered costs incurred after November 1992, net of insurance recoveries,
will be added to the pricing of government contracts.

    As in the first settlement, Aerojet agreed to dismiss its contract claim
before the Armed Services Board of Contract Appeals and also to release its
claim under the "Superfund" law against the United States in federal district
court for recovery of costs covered by the settlement.

    Aerojet is in the process of completing the RI/FS which is designed to
determine the extent of the contamination and feasible remediation efforts.
Aerojet has a reserve of approximately $21 million for its expected share of
future environmental costs to complete the RI/FS and for currently identifiable
remediation.  However, until the RI/FS process is substantially completed,
Aerojet will not be able to determine the ultimate costs or the duration of
time for the final remediation effort.

    Legal proceedings to obtain reimbursement of environmental response costs
from insurers are continuing.  However, Aerojet presently cannot estimate
either the total amount of such costs that may be incurred at the site or the
recovery that may be obtained under any policy.





                                      -10-

<PAGE>   11
Note I - Contingencies and Uncertainties (continued)
- - ----------------------------------------------------
Lawrence, Massachusetts

    The Company has completed a study of remediation alternatives for its
closed Lawrence, Massachusetts facility, which was contaminated with PCBs, and
has begun site remediation and off-site disposal of debris.  The Company has a
reserve of $28 million for the decontamination and the long-term operating and
maintenance costs of this site.  The reserve represents the Company's best
estimate at present for the eventual remediation cost.  The study indicated
that the remediation cost could range as high as $52 million depending on the
results of future testing and the ultimate remediation alternatives undertaken
at the site.   The time frame for remediation is currently estimated to range
from 6 to 10 years.

Muskegon, Michigan

    Aerojet and its two inactive Cordova Chemical subsidiaries (Cordova) have
been involved in litigation regarding a former Cordova facility in Muskegon,
Michigan, where the EPA has conducted an RI/FS under the superfund law.  The
United States District Court for the Western District of Michigan previously
ruled that Aerojet and Cordova were liable with a former owner/operator of the
site for remediation at the facility.  Separately, the State of Michigan Court
of Claims previously ruled that the State of Michigan is obligated to indemnify
Cordova for remediation costs which it incurs at the site.  These rulings have
been appealed to the Sixth Circuit United States Court of Appeals and the
Michigan Court of Appeals, respectively.  Aerojet and Cordova expect to prevail
on these appeals.  On a related matter, in May 1993 the U.S. EPA terminated,
without resolution, two orders issued in 1990 and 1991 to Cordova and other
parties to perform site and groundwater remediation.

    The EPA has hired the U.S. Army Corp of Engineers to construct a
groundwater treatment facility at the site.  Construction is expected to be
completed in July 1995.  Final remediation costs for groundwater and soils
cannot presently be determined, but could range from $50 million to $100
million, depending on the remediation methods ultimately required.
Furthermore, the Company  believes that most of the remediation costs will be
paid by the former owner/operator and that its $6 million reserve along with
probable insurance recoveries of approximately $9 million will be  adequate to
cover the Company's costs and expenses associated with this matter.

Toledo, Ohio

    In 1992, the Company signed a Consent Decree with the State of Ohio
relative to the remediation of PCBs at its formerly owned Toledo, Ohio
facility.  A remediation plan for the removal of the PCBs under the Consent
Decree was approved by the State in May 1994. Remediation is expected to be
completed this year.  The Company believes that its established reserves of $4
million will be adequate to cover all future costs and expenses associated with
this matter.

San Gabriel Valley Basin, California

    Aerojet's Azusa facility is one of a large number of potentially
responsible parties (PRPs) in the portion of the San Gabriel Valley Superfund
Site known as the Baldwin Park Operable Unit (BPOU).  Regulatory action is
proceeding on two tracks:  specific site investigation and cleanup, supervised
by the California Regional Water Quality Control Board under delegation from
the EPA, and regional groundwater remediation, under the direct control of the
EPA.





                                      -11-

<PAGE>   12
Note I - Contingencies and Uncertainties (continued)
- - ----------------------------------------------------
    Aerojet is conducting an investigation of its current and historical
properties in Azusa pursuant to a work plan negotiated with the Regional Board
and EPA.  The EPA issued a Record of Decision (ROD) on March 31, 1994 for a
groundwater remediation plan for the BPOU, estimated to cost $47 million in
non-recurring costs and $4 to $5 million in annual operating expense.  Aerojet
and other PRPs are participating in an effort by the San Gabriel Valley Water
Quality Authority to develop an alternative "consensus" plan in which water
supply entities would join and share costs.  There have been no negotiations to
date concerning allocation of potential remediation costs among PRPs and other
parties.

    Aerojet's San Gabriel Valley cost exposure cannot be estimated at this
time.  However, management does not believe, on the basis of presently
available information, that resolution of this matter will materially affect
the consolidated financial condition of the Company.  Among the factors
considered by management are:  the number of other viable PRPs in the BPOU; the
potential for cost sharing with water interests; data indicating that the
principal groundwater contamination is upgradient of Aerojet's property; and
the fact that, to date, Aerojet's San Gabriel costs are being allowed by the
Government in the pricing of Aerojet's contracts.  Additionally, Aerojet has
filed suit against its insurers for recovery of such costs.

Other Sites

    The Company is also currently involved, together with other companies, in
20 other Superfund sites on the National Priority List under the federal
Comprehensive Environmental Response, Compensation, and Liability Act
(Superfund) and 14 other non-Superfund sites.  In many instances, the Company's
liability and its proportionate share of costs has not been determined largely
due to uncertainties as to the nature and extent of site conditions, the
Company's involvement and potential recoveries from insurance and other
sources.  While government agencies frequently claim potentially responsible
parties are jointly and severally liable at such sites, in the Company's
experience, interim and final allocations of liability costs are generally made
based on relative contributions of waste.

    Such other Superfund sites include Stringfellow (California); Organic
Chemical (Michigan); Summit National (Ohio); Hardage/Criner (Oklahoma);
Industrial Excess  (Ohio); and Solvent Recovery Service of New England
(Connecticut).  Other non-Superfund sites include Westbury (New York); Four
County Landfill (Indiana); and Delta Chemical (Pennsylvania).  The Company's
final allocated share of investigation and remediation costs at a number of
these sites has not yet been determined.  Based on the Company's previous
experience, its allocated share has been minimal, in many instances less than 1
percent.  The Company has reserves of approximately $14 million as of May 31,
1994 which it believes are sufficient to cover its best estimate of its share
of the environmental remediation costs at these other sites.

Environmental Summary
- - ---------------------
    In regard to the sites discussed above, excluding Sacramento, management
does not believe, on the basis of presently available information, that
resolution of these matters will materially affect the consolidated financial
condition of the Company.  The effect of resolution of these matters on results
of operations cannot be predicted due to the uncertainty concerning both the
amount and timing of future expenditures and future results of operations.





                                      -12-

<PAGE>   13

Other Legal Matters
- - -------------------
    The Company and its subsidiaries are subject to various legal actions,
governmental investigations, and proceedings relating to a wide range of
matters in addition to those discussed above.  In the opinion of management,
after reviewing the information which is currently available with respect to
such matters and consulting with the Company's counsel, any liability which may
ultimately be incurred with respect to these additional matters will not
materially affect the consolidated financial condition of the Company.  The
effect of resolution of these matters on results of operations cannot be
predicted because any such effect depends on both future results of operations
and the amount and timing of the resolution of such matters.





                                      -13-

<PAGE>   14

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Material Changes in Financial Condition
- - ---------------------------------------
    Cash flow provided from operating activities for the first six months of
fiscal 1994 was $63.6 million as compared to $16.6 million for the first six
months of 1993.  The improvement was primarily due to the decrease in working
capital requirements.

    At May 31, 1994, GenCorp's total debt was $416.5 million.  Total debt
declined $48.7 million during the second quarter of 1994.  Interest expense in
the quarter increased to $7.9 million from $6.6 million in the comparable
period last year due to a higher level of average debt outstanding and higher
interest rates during the 1994 second quarter.

Material Changes in Results of Operations
- - -----------------------------------------
    Net income for the second quarter of fiscal year 1994 totalled $14.2
million or $0.45 per share, compared to $17.8 million, or $0.56 per share, in
the second quarter of fiscal year 1993.  On a fully diluted basis, earnings per
share for the second quarter of 1994 were $0.40 per share, compared to $0.49
per share in the second quarter of 1993.

    Net sales in the second quarter of 1994 declined to $467.7 million from
$492.3 million in the second quarter of 1993.  As anticipated, increased sales
at both GenCorp Automotive and GenCorp Polymer Products partially offset the
expected decline at Aerojet.

    Segment operating profit decreased to $37.3 million in the second quarter
of 1994, from $40.8 million in the second quarter of 1993.  Improved earnings
at GenCorp Automotive and GenCorp Polymer Products were offset by the
significant decline in operating profit at Aerojet.

    Net sales for GenCorp Automotive in the second quarter of 1994 were $153.7
million, an increase of 7 percent from the second quarter of 1993.  Increased
vehicle production in North America, particularly in the light truck segment,
continues to be the major contributor to the improvement in sales revenue.

    Operating profit for the automotive segment was $13.7 million in the second
quarter of 1994, an increase of 13% from the second quarter of 1993.
Manufacturing efficiency gains at Vibration Control and Reinforced Plastics
were the primary reasons for the improvement.  Due to the continuing effects of
the recession in the German automotive industry, the Company's strategic
investment in HENNIGES, 49 percent as of July 1, 1994, is expected to continue
to have a modest negative impact on GenCorp Automotive's earnings.

    Net sales for GenCorp Polymer Products in the second quarter of 1994 were
$151.9 million, 12 percent higher than in 1993.  All business units, with the
exception of Penn Racquet Sports, contributed to the quarter's sales
improvement.

    Segment operating profit for GenCorp Polymer Products was $16.7 million in
the second quarter of 1994, slightly higher than the 1993 quarter.  The Plastic
Films business unit, which is benefitting from the July 1993 acquisition of
Reneer Films Corporation, and the Wallcovering business unit were the primary
drivers behind the higher quarterly earnings.





                                      -14-

<PAGE>   15
Material Changes in Results of Operations (continued)
- - -----------------------------------------------------
    Improvement in the second half of the year at GenCorp Automotive and
GenCorp Polymer Products will continue to be influenced by an improving U.S.
economy and continued strong domestic vehicle production.  Polymer Products has
recently been faced with raw material price pressures which could limit its
upside potential in the second half of the year.

    At Aerojet, net sales in the second quarter of 1994 were $162.1 million, a
24 percent decline from the 1993 second quarter.  The decrease primarily
reflects prior propulsion program cancellations, a lower level of activity in
smart weapon systems, and lower ordnance program volumes.  On May 2, 1994,
GenCorp sold its Aerojet Ordnance Division's medium caliber ammunition and air
dispensed munition business to the Olin Corporation for $25 million which
approximated net book value.  Pursuant to the terms of the sale, Aerojet will
continue to operate its former ordnance facilities for Olin during the next
year.

    Aerojet's segment operating profit for the second quarter of 1994 was $6.9
million compared to $12.4 million earned in the second quarter of 1993.  The 44
percent decline in earnings was attributable to the lower sales revenues and
lower than anticipated profits on certain programs included in the sale of the
ordnance businesses.

    In the first quarter of 1994, Aerojet took a charge against segment
operating profit for future costs associated with a defense meteorological
sensor program and a tactical rocket propulsion program.  During the second
quarter, significant progress was made in resolving technical problems on both
programs.  Due to the nature of the sensor program, some technical and cost
risk remains.  Extensive resources continue to be applied to improve program
performance.

    Aerojet will continue to be affected by the down sizing of the
aerospace/defense industry.  The Company is continuing to evaluate alternatives
for Aerojet which will result in the most value for shareholders.

    GenCorp's net income before cumulative effect of accounting changes for the
first six months of 1994 was $11.0 million or $0.35 per share compared to $23.9
million or $0.75 per share for the first six months of 1993.  Earnings per
share on a fully diluted basis for the first six months of 1994 and 1993 before
cumulative effect of accounting changes were $0.35 and $0.68, respectively.

    As previously disclosed, the Company adopted new financial accounting
standards during the first quarter of fiscal 1994, including SFAS No.  106
("Employers' Accounting for Postretirement Benefits Other Than Pensions") and
SFAS No. 109 ("Accounting for Income Taxes").  The net impact of the cumulative
effect to December 1, 1993 of the accounting changes was a noncash,
nonrecurring, after-tax charge of $212.7 million, or $6.71 per share.

    GenCorp's net income including the cumulative effect of accounting changes
for the first six months of 1994 was a loss of $(201.7) million or $(6.36) per
share compared to a profit of $23.9 million or $0.75 per share for the first
six months of 1993.  Earnings per share on a fully diluted basis for the first
six months of 1994 and 1993 including the effect of the accounting changes was
$(6.36) and $0.68 respectively.





                                      -15-

<PAGE>   16
Environmental Matters
- - ---------------------
    GenCorp's policy is to conduct its businesses with due regard for the
preservation and protection of the environment.  The Company devotes a
significant amount of resources and management attention to environmental
matters and actively manages its ongoing processes to comply with extensive
environmental laws and regulations.  The Company is involved in the remediation
of environmental conditions which resulted from previously accepted
manufacturing and disposal practices that date back to the 1950's and 1960's at
certain of its own plants.  In addition, the Company has been designated a
potentially responsible party, with other companies, at sites undergoing
investigation and remediation.

    The nature of environmental investigation and cleanup activities often
makes it difficult to determine the timing and amount of any estimated future
costs that may be required for remedial measures.  However, the Company reviews
these matters and accrues for costs associated with the remediation of
environmental pollution when it becomes probable that a liability has been
incurred and its proportionate share of the amount can be reasonably estimated.
The Company's consolidated balance sheet at May 31, 1994 reflects accruals of
approximately $72 million for investigation and remediation costs.

    The effect of resolution of environmental matters on results of operations
cannot be predicted due to the uncertainty concerning both the amount and
timing of future expenditures and future results of operations.  The Company
will continue its efforts to mitigate past and future costs through pursuit of
claims for insurance and for reimbursement under various government contracts.

    For additional discussion of environmental matters, refer to Note I -
Contingencies and Uncertainties beginning on page 10.





                                      -16-

<PAGE>   17

 
                          Part II. OTHER INFORMATION
                           --------------------------


Item 1.  Legal Proceedings
- - --------------------------
    Information concerning legal proceedings relating to environmental matters
at Aerojet's Sacramento, California facility and at other environmental sites
which appears in Note I beginning on page 10 of this report is incorporated
herein by reference.

    The Company and its subsidiaries are subject to various legal actions,
governmental investigations, and proceedings relating to a wide range of
matters in addition to those discussed above and in Parts I and II of this
Report.  In the opinion of management, after reviewing such matters and
consulting with the Company's counsel, any liability which may ultimately be
incurred with respect to these additional matters will not materially affect
the consolidated financial position of the Company.


Item 5.  Other Information
- - --------------------------
    On May 16, 1994, GenCorp announced the election of John B. Yasinsky as
President and Chief Executive Officer, effective July 1, 1994.  He succeeds A.
William Reynolds, who will continue as a director and Chairman of the Board.

    On July 1, 1994, GenCorp Automotive increased its investment in HENNIGES
Elastomer-und Kunststofftechnik GmbH & Co. KG from 24.5 percent to 49 percent
under the terms of the contract at a cost of approximately $12.6 million.


Item 6.  Exhibits and Reports on Form 8-K
- - -----------------------------------------
        a) Exhibits
           --------

<TABLE>
<CAPTION>
             Table                                                                           Exhibit
            Item No.                     Exhibit Description                                 Number 
            ----------------------------------------------------------------------------------------
               <S>        <C>                                                                 <C>
               11         Statement re computation of per share earnings.                     11
</TABLE>


         b)    Reports on Form 8-K
               -------------------
               There have been no reports on Form 8-K filed during the quarter
               ended May 31, 1994.





                                      -17-

<PAGE>   18

<TABLE>


                                   SIGNATURES
                                   ----------
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




<S>                                                                <C>
                                                                   GENCORP INC.



Date      July 8, 1994                                             By    /s/ F. J. Lucksinger                 
     --------------------------------------                           ----------------------------------------
                                                                       F. J. Lucksinger, Vice President
                                                                       and Controller




Date        July 8, 1994                                           By    /s/ C. R. Ennis                    
     ------------------------------------                             --------------------------------------
                                                                       C. R. Ennis, Vice President
                                                                       and General Counsel
</TABLE>






                                      -18-






<PAGE>   1

<TABLE>
                                                                      EXHIBIT 11

                                  GenCorp Inc.
                    Computation of Earnings Per Common Share

<CAPTION>
                                                                     Unaudited                              Unaudited
                                                                 Three Months Ended                     Six Months Ended  
                                                        ---------------------------------------------------------------------
                                                             May 31,            May 31,                 May 31,        May 31,
                                                              1994               1993                    1994           1993
                                                            --------            -------                 -------        -------
<S>                                                           <C>                <C>                  <C>               <C>
Earnings (Dollars in Millions)
- - --------
Income Before Cumulative Effect
   of Accounting Changes                                       $14.2              $17.8               $    11.0          $23.9

Cumulative Effect of Accounting Changes                            -                  -                 (212.7)              -
                                                              ------             ------               --------          ------

Net Income (Loss) for Primary Earnings
   Per Share                                                    14.2               17.8                 (201.7)           23.9

Tax Affected Interest Expense
   Applicable to 8% Convertible
   Subordinated Debentures                                       1.4                1.4                    2.8             2.8
                                                              ------             ------             ----------          ------

Net Income (Loss) for Fully Diluted
   Earnings Per Share                                          $15.6              $19.2                $(198.9)          $26.7
                                                               =====              =====                =======           =====


Shares (In Thousands)
- - ------
Weighted Average Number of Common
   Shares Outstanding for Primary
   Earnings Per Share                                         31,730             31,730                 31,730          31,729

Assuming Conversion of 8% Convertible
   Subordinated Debentures                                     7,159              7,158                  7,159           7,159
                                                             -------            -------                -------         -------

Weighted Average Number of Common
   Shares Outstanding for Fully Diluted
   Earnings Per Share                                         38,889             38,888                 38,889          38,888
                                                              ======            =======                 ======          ======


Earnings Per Share
- - -------- --- -----
Income Before Cumulative Effect
   of Accounting Changes                                      $  .45             $  .56                 $  .35          $  .75

Cumulative Effect of Accounting Changes                            -                  -                  (6.71)              -
                                                              ------             ------                -------          ------

Net Income (Loss) for Primary Earnings
   Per Share                                                  $  .45             $  .56               $  (6.36)         $  .75
                                                              ======             ======               ========          ======

Fully Diluted Earnings Per Share                              $  .40             $  .49               $  (6.36)         $  .68
                                                              ======             ======               ========          ======
</TABLE>