<PAGE>   1
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-K
 
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended November 30, 1993        Commission File Number 1-1520
 
                                  GENCORP INC.
             (Exact name of registrant as specified in its charter)
 

<TABLE>
<S>                                         <C>
                 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)
</TABLE>

 
       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (216) 869-4200
 
     SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 

<TABLE>
<CAPTION>
                                                          NAME OF EACH EXCHANGE
             TITLE OF EACH CLASS                           ON WHICH REGISTERED
             -------------------                          ---------------------
<S>                                                       <C>
    Common Stock, par value 10c per share                 New York and Chicago
    8% Convertible Subordinated Debentures                New York and Chicago
              due August 1, 2002
</TABLE>

 
     SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
 
     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 / /
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  / /
 
     The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of January 31, 1994, was $458,161,430.
 
     As of January 31, 1994, there were 31,729,858 outstanding shares of the
Company's Common Stock, 10c par value.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Portions of the 1994 Proxy Statement of GenCorp Inc. are incorporated into

Part III of this Report.


<PAGE>   2
 
                                  GENCORP INC.
 
                           ANNUAL REPORT ON FORM 10-K
                  FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1993
 
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
   ITEM                                                                                 PAGE
  NUMBER                                                                               NUMBER
  ------                                                                               ------
  <S>      <C>                                                                         <C>
                                         PART I
     1     Business...................................................................      1
     2     Properties.................................................................      4
     3     Legal Proceedings..........................................................      5
     4     Submission of Matters to a Vote of Security Holders........................      6
           Executive Officers of the Registrant.......................................      6

                                         PART II
     5     Market for Registrant's Common Equity and Related Stockholder Matters......      7
     6     Selected Financial Data....................................................      7
     7     Management's Discussion and Analysis of Financial Condition and
             Results of Operations....................................................      7
     8     Consolidated Financial Statements and Supplementary Data...................     11
     9     Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure.....................................................     11

                                         PART III
    10     Directors and Executive Officers of the Registrant.........................     32
    11     Executive Compensation.....................................................     32
    12     Security Ownership of Certain Beneficial Owners and Management.............     32
    13     Certain Relationships and Related Transactions.............................     32

                                          PART IV
    14     Exhibits, Financial Statement Schedules and Reports on Form 8-K............     32
        
           Signatures.................................................................     33
           Index to Financial Statements and Financial Statement Schedules............   GC-1
           Exhibit Index..............................................................      i
</TABLE>


<PAGE>   3
 

                                     PART I
 

ITEM 1.  BUSINESS
 
     GenCorp Inc. (hereinafter the "Company" or "GenCorp") was incorporated in
Ohio in 1915 as The General Tire & Rubber Company. The Company's operations are
grouped into three business segments: Aerojet-General Corporation ("Aerojet"),
GenCorp Automotive and GenCorp Polymer Products. The segments are engaged in
such diverse businesses as propulsion, defense electronics, ordnance, molded
reinforced plastics, extruded and molded rubber products, vinyl-coated fabrics,
plastic films, decorative wallcoverings, tennis balls and racquetballs and
styrene and butadiene based specialty latices. The Company currently employs
approximately 13,300 persons. (Financial information relating to the Company's
business segments appears on pages 26 through 28 of this report.)
 
     The Company and its business segments conduct research to develop new
products and improve existing products and processes. The Company has a modern,
well-equipped Research Center that carries out research in plastics, rubbers,
organic coatings, adhesives, polymer processing and engineering analysis for new
and improved products. Aerojet maintains additional research and development
facilities in the various fields in which it competes. GenCorp Automotive and
GenCorp Polymer Products each operate product and process development centers
and GenCorp Polymer Products also maintains an innovative design and styling
center. (Information relating to research and development expenses is set forth
in Note C on page 17 of this report.)
 
     The Company licenses technology and owns patents, which expire at various
times, relating to many of its products. The loss or expiration of any one or
more of them would not materially affect the business of the Company or any of
its segments. The important trademarks of the Company are registered in its
major marketing areas.
 
     Although GenCorp's business is not seasonal in the traditional sense,
Aerojet's revenues and earnings have tended to concentrate to some degree in the
fourth quarter of each year reflecting delivery schedules associated with that
segment's mix of contracts, while GenCorp Automotive's revenues and earnings
have tended to concentrate to some degree in the second and fourth quarters of
the Company's fiscal year, generally as a consequence of fluctuations in the
automotive industry's build schedules and in response to customers' preparation
for annual model changes.
 
     Compliance with laws and regulations relating to the discharge of materials
into the environment or the protection of the environment continues to affect
many of the Company's operating facilities. A discussion of capital and
noncapital environmental expenditures incurred in 1993 and forecasted for 1994
and 1995 for environmental compliance is included under the heading
Environmental Matters on pages 10 and 11 of this report. Environmental matters
discussed on pages 10 and 11 and in Note N beginning on page 24 of this report
are incorporated herein by reference.
 
                                    AEROJET
 
     Aerojet develops, manufactures and markets solid and liquid rocket
propulsion systems, ordnance systems and ammunition, sensor surveillance systems
and related defense products and services.
 
     Aerojet has concentrated for the past several years on obtaining contracts
that provide a balance between technology development and long-term production
potential, as well as between defense and space programs. More recently, efforts
have been expanded to include the pursuit of other domestic and international
market opportunities that take advantage of the segment's technologies,
engineering and manufacturing expertise and capabilities. In this regard,
Aerojet is involved in a series of joint defense-conversion technology
initiatives including efforts with Pacific Gas and Electric to apply composite
materials technology to liquid natural gas storage applications and a pilot
project funded under the Clinton administration's Technology Reinvestment
Project program to assess and prototype ultra light insulating material
technologies.
 
     The segment's largest programs have included the Titan, Peacekeeper,
Minuteman, Small ICBM, Advanced Solid Rocket Motor ("ASRM") and Delta propulsion
programs; satellite surveillance sensor

<PAGE>   4
 
systems; TOW 2B armaments; Combined Effects Munition systems; and medium caliber
ammunition programs. Aerojet is also active in a variety of new development and
advanced programs related to defense and space applications including satellite,
launch, and armament systems. Aerojet believes that its experience in these
areas will enable it to continue to participate in the future funding of such
programs. Most of the sales of this segment are made directly or indirectly to
agencies of the United States government pursuant to contracts or subcontracts
which are subject to termination for convenience (with compensation) by the
government in accordance with the Federal Acquisition Regulations.
 
     The Small ICBM program was terminated and new production under the
Peacekeeper program was canceled during 1992. These two programs accounted for
sales of approximately $49 million in 1993. Close-out sales activity in 1994 is
anticipated at approximately $20 million.
 
     Aerojet is a major subcontractor to Lockheed for the ASRM program. The
program was officially terminated by NASA on October 27, 1993. NASA is currently
reprogramming to a funding level of $180 million to complete all
contractor/subcontractor planned termination activities. Aerojet is now focusing
activity on the timely close-out of its subcontract which is expected to be
completed by the end of 1995. The ASRM program accounted for Aerojet sales of
approximately $118 million in 1993. Aerojet expects approximately $25 million of
sales in 1994 related to its termination activity.
 
     Aerojet entered into negotiations with Olin Corporation with respect to the
sale of substantially all of its medium caliber ammunition and Combined Effects
Munition systems business in the fourth quarter of 1993. Negotiations are still
in progress as of the date of this report. These ordnance products accounted for
sales of approximately $200 million in 1993.
 
     Aerojet's direct and indirect sales to the United States Government and its
agencies (principally the Department of Defense) were approximately $846 million
in 1993, $982 million in 1992 and $1,106 million in 1991. Competition based upon
price, technology, quality and service is intense for all products and services
in this business segment and has increased with the decline in the national
defense budget. There are several other major companies with the technology and
capacity to produce most of the products manufactured and sold by Aerojet, and
in some areas, the government has its own manufacturing capabilities. With the
termination of the ASRM program and the possible sale of a substantial portion
of the Ordnance business, Aerojet announced a major streamlining and
restructuring effort in the fourth quarter of 1993 that is expected to be
completed by mid 1994. Aerojet believes it remains competitive in its markets.
 
     Backlog orders in the aerospace and defense businesses are commonplace and
significant. Aerojet's contract backlog was approximately $1.4 billion at
November 30, 1993, compared to $1.3 billion at November 30, 1992. Funded
backlog, which includes only the amount of those contracts for which money has
been authorized by Congress, totaled approximately $0.7 billion at November 30,
1993, compared with approximately $0.9 billion at November 30, 1992. Raw
materials required by this segment are generally in adequate supply.
 
                               GENCORP AUTOMOTIVE
 
     Revenues of the GenCorp Automotive segment are principally derived from the
development, manufacture and sale of highly engineered polymer products
developed for the original equipment automotive market. Applications include
extruded and molded rubber products for vehicle body and window sealing, molded
reinforced plastic panels for automobile and light and heavy truck bodies and
molded rubber products for vibration control.
 
     The Vehicle Sealing business unit is a leading producer and supplier of
extruded and molded rubber products engineered to prevent air and moisture from
penetrating windows, doors and other openings. This unit supplies products to
all of the major domestic automotive companies for use in a wide variety of
vehicles including the General Motors GMT-400 full-size pickup truck, the
Suburban GMT 325/330, the Ford Ranger small pickup, the Ford Explorer and the
General Motors Achieva, GrandAm and Skylark.
 
                                        2

<PAGE>   5
 
     The Reinforced Plastics business unit is one of the world's largest custom
molders of reinforced plastic components for automobile and light and heavy
truck bodies. Its state-of-the-art molding facility in Shelbyville, Indiana
incorporates innovations in automated manufacturing and is designed for
continuous flow manufacturing for the production of reinforced plastic body
panels. The plant manufactures body panels for the General Motors
Camaro/Firebird and Corvette and for the Chevrolet Lumina, Pontiac TransSport
and Oldsmobile Silhouette front wheel drive all-purpose vehicles. General Motors
has announced that production of the front wheel drive all-purpose vehicles at
its Tarrytown plant will cease in 1996. The Shelbyville facility began producing
body panels for the redesigned 1993 model General Motors Camaro/Firebird in the
fall of 1992. Additional products manufactured by the Reinforced Plastics unit
include roofs for the Chrysler Wrangler Jeep, hoods for the Lincoln Mark VIII,
flareside fenders for the Ford F-series and Ranger pickup trucks and hoods for
Volvo heavy trucks.
 
     In 1993, GenCorp Automotive's Reinforced Plastics unit restructured its
manufacturing operations, including the transfer of production lines from the
Marion, Indiana facility to the Shelbyville facility. The production facilities
at the business unit's Ionia, Michigan facility were also reorganized to focus
on heavy truck and other automotive applications. A $21.7 million pre-tax
reserve was taken in the fourth quarter of 1992 to cover the anticipated costs
of the restructuring.
 
     The Vibration Control business unit produces and supplies molded rubber
products which counteract the impact and disturbance of vibrations emanating
from the power train and from road conditions. These products include bushings,
engine mounts and suspension assemblies. This unit supplies products to all of
the major domestic automotive companies as well as several foreign vehicle
manufacturers. GenCorp Automotive is the sole supplier of many products,
including certain vibration control components for the General Motors Lumina,
Grand Prix, Regal and Cutlass Supreme, the Chrysler Concord, Dodge Intrepid and
Eagle Vision, the Toyota Camry, the Mazda MX6 and 626 and the Ford Probe.
 
     During the third quarter of 1993 GenCorp Automotive announced the formation
of a strategic alliance which provided GenCorp with a 24.5% equity interest in
German automotive supplier HENNIGES Elastomer-und Kunststofftechnik GmbH & Co.
KG, and its related companies. The alliance established a European automotive
presence for the company.
 
     GenCorp Automotive products are sold directly to original equipment
manufacturers or their fabricators. GenCorp Automotive customers include the
major domestic automobile manufacturers, the loss of one or more of which would
have a material adverse effect on this segment. Sales to General Motors in 1993
were at least ten percent of the Company's net sales.
 
     The emergence of foreign vehicle manufacturing facilities in North America
has significantly changed the original equipment market in recent years. While
competition based upon price, quality, service, technology and reputation is
increasingly intense with respect to all products marketed by this segment, a
strengthening of the automotive market, the successful launch of new product
programs and continued improvement in operating efficiencies contributed to
improvements in sales and earnings in 1993. Raw materials required by this
segment are generally in good supply.
 
                            GENCORP POLYMER PRODUCTS
 
     Revenues of the GenCorp Polymer Products segment are generated through the
manufacture and sale of specialty polymers and engineered plastics and
elastomers for a variety of industrial, commercial and consumer markets. GenCorp
Polymer Products has a broad base of commercial and industrial customers, the
loss of any one of which would not have a material adverse effect on the
segment's business.
 
     The Designed Plastics business unit manufactures and sells decorative and
engineered thermoplastic products through three divisions. The Coated Fabrics
division is a major supplier of vinyl coated fabrics to the home furnishings and
marine industries and to a variety of other industrial and commercial
industries. The Plastic Extrusions division produces gaskets, seals, trim and
magnetic rolls for the appliance, automotive and office equipment industries.
The Building Systems division purchases a full line of elastomer-based
single-ply roofing systems for resale to the building products industry for
commercial and industrial structures.
 
                                        3

<PAGE>   6
 
     GenCorp Polymer Products formed a new unit, Plastic Films, with the
acquisition of Reneer Films Corporation in 1993. The Plastic Films unit is
comprised of Reneer Films, the Flexible Film division, and the Rigid Plastics
division. Reneer Films produces vinyl woodgrain laminates for furniture and
consumer electronics and double-polished clear vinyl films for the office
products and stationary markets. The Flexible Film division and the Rigid
Plastics division produce decorative and engineered thermoplastic films for
manufacturers of furniture, ceiling tiles, credit cards, aircraft interiors, and
industrial equipment.
 
     The Latex business unit produces and markets a comprehensive line of
specialty latices used as coatings for paper, binding agents for carpets and
nonwoven fabrics and for tire cord adhesives. It also produces in-mold coatings
for automotive reinforced plastic applications. GenCorp Polymer Products has
completed construction of a new latex manufacturing facility which adds
approximately 80 million dry pounds of annual capacity and enhances
manufacturing capabilities. The plant went into operation early in 1993. The new
facility augments the segment's business commitment to the coated paper and
paper board industry.
 
     The Wallcovering business unit designs, manufactures and markets a full
line of decorative products for commercial and residential wallcovering
applications.
 
     The Penn Racquet Sports business unit is one of the world's largest
manufacturers of tennis balls and racquetballs. Tennis and racquetball
accessories are purchased for resale under the "Penn" name. Previously announced
plans to reopen a second tennis ball manufacturing facility in the U.S. have
been delayed due to soft demand for tennis products.
 
     Methods of distribution utilized by GenCorp Polymer Products vary widely
depending on the nature of the products and the industry or market served, with
products being sold either directly or through distributors. Penn products are
marketed worldwide. The Company has an agreement with Head Racquet Sports to
distribute Penn tennis balls in France, Italy and Germany.
 
     Competition based upon price, quality, service, technology and reputation
is intense with respect to virtually all products marketed by this business
segment and, to a substantial degree, upon design and style in the wallcovering
and most other coated fabrics and plastic film products. The Company believes
that it continues to be a major competitor in the markets served by this
segment, and that the raw materials required are generally available.
 

I
TEM 2.  PROPERTIES
 
     The principal operating facilities of the Company and its segments are set
forth below.
 

<TABLE>
<S>                           <C>                               <C>
Corporate Headquarters:       Segment Headquarters:             Westward Look Resort
GenCorp Inc.                  Aerojet                           Tucson, AZ
175 Ghent Road                1940 Alabama Avenue
Fairlawn, Ohio 44333-3300     Rancho Cordova, CA 95741-3530
216/869-4200                  916/351-8500

GenCorp Research              GenCorp Automotive
2990 Gilchrist Road           350 Springside Drive
Akron, OH 44305-4489          Akron, OH 44333-2475
216/794-6300                  216/668-7000

                              GenCorp Polymer Products
                              350 Springside Drive
                              Akron, OH 44333-2475
                              216/668-7000
</TABLE>

 
                                        4

<PAGE>   7
 
     The Company also has manufacturing, research, design and/or marketing
facilities at the locations set forth below.
 

<TABLE>
<CAPTION>
                                  GENCORP                          GENCORP
      AEROJET:                  AUTOMOTIVE:                   POLYMER PRODUCTS:
      --------                  -----------                   -----------------
<S>                      <C>                          <C>                <C>
Azusa, CA                Akron, OH                    Auburn, PA         Mogadore, OH
Chino, CA                Batesville, AR               Columbus, MS       Newcomerstown, OH
Colorado Springs, CO     Berger, MO                   Dalton, GA         Phoenix, AZ
Downey, CA               Farmington Hills, MI         Evansville, IN     Pine Brook, NJ
Huntsville, AL           Ionia, MI                    Fort Smith, AR     Salem, NH
Jonesborough, TN         Logansport, IN               Glen Rock, NJ      Mullingar,
Los Angeles, CA          Marion, IN                   Green Bay, WI        Republic of
Ronkonkoma, NY           Peru, IN                     Hackensack, NJ       Ireland
Sacramento, CA           Shelbyville, IN              Jeannette, PA      Nurnberg, Germany
Socorro, NM              Wabash, IN                   Jonesboro, AR      Paris, France
Washington, DC           Welland, Ontario, Canada     Maumee, OH
</TABLE>

 
     In addition, the Company and its segments own and lease properties
(primarily machinery, warehouse and office facilities) in various sections of
the country for use in the ordinary course of its business. Data appearing in
Note M on page 23 of this report with respect to leased properties is
incorporated herein by reference.
 
     During 1993, the Company generally made effective use of its productive
capacity. As discussed under the heading GenCorp Polymer Products in this
report, construction of a new latex manufacturing facility was completed while
plans to reopen a second U.S. tennis ball manufacturing facility were delayed.
The Company believes that the quality and productive capacity of its properties
are sufficient to maintain the Company's competitive position.
 

ITEM 3.  LEGAL PROCEEDINGS
 
     Effective January 1, 1991, the Company modified its medical benefit plan
for salaried employees who had retired. The modifications included increases to
retiree-paid deductibles and co-payments, a Medicare "carve-out" provision and
an increase in the maximum lifetime benefit. In January 1992, a group of
salaried retirees filed a class action challenging the Company's right to
implement the benefit plan changes, Dague, et al. v. GenCorp Inc., No. 5:91 CV
2617 (U.S.D.C., N.D. Ohio). On August 27, 1993, the District Court granted
summary judgment for GenCorp, holding that the Company had consistently reserved
its right within relevant plan documents to modify retiree medical benefits. The
ruling rendered moot the retirees' motion for class certification. On August 24,
1993, the retirees appealed the District Court's decision to the U.S. Court of
Appeals, where the matter is currently pending, (No. 93-4070, U.S.C.A., 6th
Cir.).
 
     The Company's annual report on Form 10-K for the fiscal year ended November
30, 1992 discussed the status of the Company's claims against Shearson Lehman
Brothers, Inc. ("Shearson") arising out of Shearson's participation in a 1987
hostile tender offer for the Company. On October 2, 1992, the United States
District Court in Columbus, Ohio ("Court") granted Shearson's renewed motion for
summary judgment on GenCorp's claim for compensatory damages, but granted the
Company's renewed motion for clarification of the Court's opinion and order
dated April 8, 1992 making it clear that GenCorp's claim for disgorgement of the
fees that Shearson received as a result of the takeover attempt was not
dismissed and remained in the case. The Court also denied Shearson's renewed
motion for summary judgment on GenCorp's claim that Shearson violated a
fiduciary duty to GenCorp. Accordingly, judgment was entered in favor of
Shearson with respect to GenCorp's claim for compensatory damages, and GenCorp's
remaining claim seeking disgorgement to GenCorp of Shearson's fees was stayed
pending resolution of an appeal of the judgment on GenCorp's compensatory
damages claim to the United States Court of Appeals for the Sixth Circuit. The
parties have submitted briefs to the Court, presented oral arguments to the
Court and are awaiting decision by the Court.
 
                                        5

<PAGE>   8
 
     Information concerning legal proceedings relating to environmental matters
at Aerojet's Sacramento, California facility and at other environmental sites
which appears in Note N beginning on page 24 of this report is incorporated
herein by reference.
 
     The U.S. Government frequently conducts investigations into allegedly
illegal or unethical activity in the performance of defense contracts.
Investigations of this nature are common to the aerospace and defense industries
in which Aerojet participates; possible consequences may include civil and
criminal fines and penalties, in some cases, double or treble damages, and
suspension or debarment from future government contracting. Aerojet currently is
subject to several U.S. Government investigations regarding business practices
and cost classification from which legal or administrative proceedings could
result. While it is not possible to predict with certainty the outcome of any
such investigation, the Company does not believe, based upon the information
available at this time, that final resolution of any such matter will have a
material adverse effect on its consolidated financial condition or result in its
suspension or termination as a government contractor.
 
     The Company and its subsidiaries are presently engaged in other litigation,
and additional litigation has been threatened. However, based upon information
presently available, none of such other litigation is believed to constitute a
"material pending legal proceeding" within the meaning of Item 103 of Regulation
S-K (17 CFR Reg. 229.103) and the Instructions thereto.
 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended November 30,
1993.
 
                      EXECUTIVE OFFICERS OF THE REGISTRANT
 
     The following information is given as of February 1, 1994, and except as
otherwise indicated, each individual has held the same office during the
preceding five-year period.
 
     A. W. Reynolds, age 60: Chairman of the Board of Directors (since January
1987) and Chief Executive Officer (since August 1985); formerly President and
Chief Operating Officer of the Company (from September 1984 until August 1985).
 
     J. B. Yasinsky, age 54: President and Chief Operating Officer (since
November 1993); formerly Group President of Westinghouse Electric Corporation
(since February 1993), President, Westinghouse Power Systems (from 1990 to
1993), Executive Vice President, Westinghouse, World Resources and Technology
(from 1989 to 1990), and Executive Vice President, Westinghouse International,
(from 1987 to 1989).
 
     W. E. Bachman, age 54: Vice President of the Company and President, GenCorp
Polymer Products (since May 1993), formerly Vice President -- Operations for
GenCorp Polymer Products (since April 1993), President of the Company's
Fabricated Plastics Unit (from 1988 to April 1993) and President of the Coated
Fabrics Division (from 1987 to 1988).
 
     D. M. Cound, age 62: Vice President -- Quality Management (since June
1992); previously Vice President of Quality for GenCorp Automotive and GenCorp
Polymer Products (from 1985 to 1992).
 
     E. R. Dye, age 52: Secretary (since September 1988) and Assistant General
Counsel (since January 1987); formerly Assistant Secretary (from November 1986
until September 1988), Associate General Counsel (from September 1985 until
January 1987) and Counsel prior to September 1985.
 
     C. R. Ennis, age 61: Vice President and General Counsel (since January
1986); (also Secretary from November 1986 to September 1988); previously Vice
President and General Counsel, International Operations, for subsidiaries of
Enserch Corporation.
 
                                        6

<PAGE>   9
 
     G. J. Goberville, age 47: Vice President -- Human Resources (since January
1993); previously Vice President -- Human Resources of GenCorp Automotive (since
February 1988), Director of Compensation and Benefits of Aerojet (from 1985
until February 1988).
 
     M. L. Isles, age 48: Vice President of the Company and President of GenCorp
Automotive (since January 1988); previously President of the Company's former
Engineered Elastomers Division.
 
     R. A. Livigni, age 59: Vice President and Director of Research (since
January 1988); formerly Associate Director -- Research.
 
     F. J. Lucksinger, age 48: Vice President and Controller of the Company
(since August 1993), previously Vice President, Controller of Aerojet (Vice
President since 1989 and Controller since 1987).
 
     R. I. Ramseier, age 57: Vice President of the Company and President of
Aerojet (since January 1989); formerly President of Aerojet TechSystems.
 
     D. M. Steuert, age 45: Vice President and Chief Financial Officer (since
June 1990) and Treasurer (since May 1986); previously Vice President -- Finance
and Planning (from May 1987 to June 1990) and Treasurer.
 
     C. R. Tilden, age 40: Vice President -- Communications (since January
1988); previously Director of Communications for the Company's former
DiversiTech General subsidiary (from December 1985 until January 1988).
 
     The Company's executive officers generally hold terms of office of one year
and/or until their successors are elected.
 

                                    PART II
 

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
                                 CAPITAL STOCK
 
     The common stock is listed on the New York and Chicago Stock Exchanges. At
December 31, 1993, there were approximately 15,600 holders of record of the
Company's common stock. During 1993, 1992 and 1991, the Company paid quarterly
cash dividends on common stock of $.15 per share. Information regarding the high
and low quarterly sales prices of common stock for the past two years is
contained in the Quarterly Financial Data (unaudited) which appears on page 29
of this report and is incorporated herein by reference.
 
     Information concerning long-term debt, including restrictions and
provisions relating to distributions and cash dividends on the Company's Common
Stock, appears in Note I on page 22 of this report and is incorporated herein by
reference.
 

ITEM 6.  SELECTED FINANCIAL DATA
 
     Financial data required under this section appears on page 30 of this
report and is incorporated herein by reference.
 

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
     Sales for GenCorp in 1993 were $1.9 billion, 2 percent below the 1992 level
while operating profit increased 17 percent to $121 million. Net income of $43
million and primary earnings per share of $1.35 were above 1992 levels of $22
million and $.70, respectively, due to lower interest and corporate expenses and
the absence of the 1992 Automotive restructuring charge.
 
     Interest expense in 1993 was $36 million compared to $46 million in 1992
and $52 million in 1991. The continued decline in interest expense resulted from
lower interest rates and savings from the refinancing activities in 1992.
 
                                        7

<PAGE>   10
 
     Other income and expense increased $9 million to an income of $5 million in
1993 from an expense of $4 million in 1992. The increase was due to the absence
of costs associated with the 1992 refinancing effort, adjustments to
non-operating reserves and other miscellaneous matters.
 
     During 1993, GenCorp acquired Reneer Films which strengthened the Company's
position in the plastic film business. The Company also formed a strategic
alliance which provides GenCorp with a 24.5 percent equity interest in German
automotive supplier, HENNIGES Elastomer- und Kunststofftechnik GmbH & Co. KG.
The alliance established a European automotive presence for the Company and
offers the potential for future business.
 
     Cash flow provided from operating activities for fiscal 1993 was $26
million as compared to $128 million for 1992. Working capital changes included a
$63 million payment of tax liabilities related to prior years. The accruals for
prior years' taxes provided by the Company were sufficient to cover the full
impact of the payment.
 
     At November 30, 1993, GenCorp's total debt was $439 million, compared to
$345 million for 1992. Debt increased $94 million during 1993 due to the Reneer
acquisition, the investment in the HENNIGES strategic alliance and the payment
of tax liabilities related to prior years.
 
     Capital expenditures were made principally for capacity expansion and asset
replacement, cost reduction, safety and productivity improvements and
environmental protection. Capital expenditure outlays in 1993 totaled $67
million compared to $96 million in 1992 and $93 million in 1991.
 
     Management believes that funds generated from operations and existing
borrowing capacity are adequate to finance planned capital expenditures,
Company-sponsored research and development programs and dividend payments to
shareholders.
 
GENCORP AUTOMOTIVE
 
     Sales for GenCorp Automotive during fiscal 1993 were $514 million, an
increase of more than 18 percent over 1992 sales of $436 million. The continuing
recovery in domestic vehicle production and recent program launches, including
the Ford Ranger, Lincoln Mark VIII, Chrysler LH, Camaro and Firebird, were the
major contributors to the improvement in sales revenue for each of GenCorp
Automotive's business units.
 
     Increased sales during 1993 resulted in segment operating profit of $21
million, an increase of $12 million over 1992 excluding a $22 million one-time
restructuring charge for Reinforced Plastics in 1992. The Vibration Control and
Reinforced Plastics divisions both showed significant earnings improvement. The
Vehicle Sealing division offset significant sales price reductions with cost
reductions and volume increases to maintain earnings comparable to 1992.
Emphasis was placed on increased sales, cost reductions and improved
productivity throughout the segment.
 
  OUTLOOK
 
     Earnings are expected to further improve in 1994, particularly in the
Reinforced Plastics division as the division continues to benefit from
restructuring efforts and improved operating efficiencies following the F-Car
launch in 1993. Sales growth in 1994 will be dependent on the strength of the
automotive market and production of key vehicle programs.
 
  1992 RESULTS
 
     Sales in 1992 increased 18 percent to $436 million from $368 million in
1991. Excluding a restructuring charge of $22 million for the Reinforced
Plastics division, 1992 segment operating profit was $9 million compared to a
loss of $5 million in 1991. Including the restructuring charge, the segment
incurred an operating loss of $13 million.
 
     The significant increase in sales for 1992 was due to increased penetration
of key vehicle platforms by GenCorp Automotive and an overall 9 percent growth
in the automotive market. The improvement in
 
                                        8

<PAGE>   11
 
operating profit excluding the restructuring charge was a result of increased
sales and continued productivity improvement.
 
AEROJET
 
     1993 sales for Aerojet were $872 million, down 14 percent from 1992 sales
of $1,019 million. Sales declines at Aerojet's propulsion and defense
electronics businesses accounted for the overall decrease. Sales were affected
by the cancellation of the Peacekeeper program, the slowdown in the Titan
delivery schedule, lower Strategic Defense Initiative (SDI) and Advanced Solid
Rocket Motor (ASRM) funding levels and lower activity in the U.S. Air Force
Defense Support Program (DSP) and the U.S. Army Sense and Destroy Armor (SADARM)
program.
 
     Aerojet segment operating profit was $53 million in 1993, a decrease of 25
percent from $71 million in 1992. The decline in operating profit was due to the
decline in sales and contract mix issues.
 
     Contract backlog for Aerojet was $1.4 billion at the end of 1993, compared
to $1.3 billion and $1.5 billion in 1992 and 1991, respectively. Funded backlog,
which includes only the amount of those contracts for which money has been
directly authorized by Congress, totaled $0.7 billion at the end of 1993, down
from $0.9 billion in 1992 and $1.2 billion in 1991.
 
  OUTLOOK
 
     1994 will prove to be another challenging year for Aerojet primarily due to
the termination of the ASRM program and the possible sale of the ordnance
business. Lower sales and income levels are expected as the continuing reduction
of defense budgets affects programs such as Minuteman, SDI and SADARM. Aerojet
will continue to face the challenge of maintaining its positions in its core
programs within a declining marketplace. To help meet this challenge, compete
more effectively and maintain performance expectations on existing programs,
Aerojet has initiated a major streamlining and restructuring effort that is
expected to be completed by mid-1994. The restructuring should result in
substantial reductions in administrative and overhead expenses.
 
  1992 RESULTS
 
     Sales in 1992 were $1,019 million, down 11 percent from 1991 sales of
$1,142 million. A decline in sales at Aerojet's ordnance business accounted for
the overall decrease, primarily due to fewer CEM program deliveries, while the
propulsion and defense electronics businesses generated slight increases.
Segment operating profit was $71 million in 1992 compared to $75 million in
1991, a decrease of 5 percent.
 
GENCORP POLYMER PRODUCTS
 
     GenCorp Polymer Products achieved record sales and segment income levels in
1993. Sales for 1993 were $519 million, an increase of 8 percent over 1992 sales
of $482 million. The sales increase was primarily due to market penetration
gains in Latex, growth in Wallcovering, strong sales improvements in the
Designed Plastics Unit and a significant sales increase in Plastic Films as a
result of the acquisition of Reneer Films. These sales gains more than offset
the decline in sales for Penn Racquet Sports which was attributable to the weak
U.S. tennis market and, to a lesser extent, the recession in Europe. Due to the
current softness in the domestic tennis ball market, the previously announced
reopening of the tennis ball manufacturing facility in Jonesboro, Arkansas has
been delayed.
 
     Segment operating profit was $47 million, a 4 percent increase over $45
million in 1992. The earnings improvement was achieved by gains in Designed
Plastics, Plastic Films and Wallcovering. However, both Penn Racquet Sports and
Latex experienced lower earnings, due to the sales volume decline at Penn and
lower profit margins experienced in the paper coatings market for Latex.
 
                                        9

<PAGE>   12
 
  OUTLOOK
 
     Steady, reliable growth should continue for GenCorp Polymer Products into
1994. The business will realize the full-year benefits of the Reneer acquisition
and a full year of operation at the new latex facility located in Green Bay,
Wisconsin. GenCorp Polymer Products maintains strong market positions in each of
its businesses and would benefit from improved economic conditions in the United
States, especially in the commercial construction and housing sectors.
 
  1992 RESULTS
 
     Sales in 1992 of $482 million were essentially equal to 1991's sales of
$483 million. Sales improvements in the Wallcovering and Fabricated Plastics
divisions were offset by lower sales at Penn Racquet Sports and Latex. Despite
the soft economic conditions in the U.S. that adversely affected sales volume,
segment operating profit in 1992 reached a record of $45 million or 10 percent
higher than the 1991 segment operating profit of $41 million. The improved
performance reflected strong market share gains in certain product lines,
successful new product introductions and productivity gains throughout the
segment.
 
HEALTH CARE COSTS
 
     The Company currently provides certain health care and life insurance
benefits to most retired employees with varied coverage by employee group. The
cost of retiree health care and life insurance benefits is currently recognized
as an expense as benefits are paid.
 
     The Financial Accounting Standards Board Statement No. 106 "Employers'
Accounting for Postretirement Benefits Other Than Pensions" (SFAS 106) requires
the Company to account for these costs under the accrual method of accounting
beginning in the first quarter of fiscal year 1994.
 
     The Company will take a one-time charge against earnings on December 1,
1993 when it implements SFAS 106 (see Note G -- Employee Benefit Plans beginning
on page 19 of this report). The SFAS 106 charge reflects the implementation of a
new cost-sharing program for retiree medical benefits for former hourly and
salaried employees and their spouses. 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 salaried 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.
 
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 1950s and 1960s 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.
 
     In 1993, capital expenditures for projects related to the environment were
approximately $7 million, compared to $10 million in 1992 and $5 million in
1991. The Company currently forecasts that capital expenditures for
environmental projects will range between $7 and $8 million in each of the next
two years. During 1993, noncapital expenditures for environmental compliance and
protection totaled $40 million of which $18 million was for recurring costs
associated with managing hazardous substances and pollution in on-going
operations and $22 million was for investigation and remediation efforts at
other sites. Similar noncapital expenditures were $42 million and $37 million in
1992 and 1991, respectively. It is presently expected that noncapital
environmental expenditures will continue at current levels for the next several
years.
 
                                       10

<PAGE>   13
 
     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 November 30, 1993 reflects accruals
of $76 million for 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 N,
Contingencies and Uncertainties, beginning on page 24 of this report.
 

I
TEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     Information called for by this item is set forth beginning on the next page
(page 12) of this report.
 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
     There has been no change in accountants during the Company's two most
recent fiscal years or during any period subsequent to the date of the Company's
most recent financial statements.
 
                                       11

<PAGE>   14
 
                                  GENCORP INC.
 
                        CONSOLIDATED STATEMENT OF INCOME
 

<TABLE>
<CAPTION>
                                                                     YEARS ENDED NOVEMBER 30,
                                                                   ----------------------------
                                                                    1993       1992       1991
                                                                   ------     ------     ------
                                                                      (DOLLARS IN MILLIONS,
                                                                      EXCEPT PER-SHARE DATA)
<S>                                                                <C>        <C>        <C>
NET SALES........................................................  $1,905     $1,937     $1,993
                                                                   ------     ------     ------
COSTS AND EXPENSES
Cost of products sold............................................   1,562      1,587      1,660
Selling, general and administrative expense......................     168        162        165
Depreciation.....................................................      74         79         77
Interest expense.................................................      36         46         52
Other income and expense, net....................................      (5)         4        (10)
Restructuring and unusual items..................................      --         22         --
                                                                   ------     ------     ------
                                                                    1,835      1,900      1,944
                                                                   ------     ------     ------
INCOME BEFORE INCOME TAXES.......................................      70         37         49
Provision for income taxes (Note D)..............................      27         15         17
                                                                   ------     ------     ------
          Net Income.............................................  $   43     $   22     $   32
                                                                   ======     ======     ======
PER SHARE OF COMMON STOCK
Primary..........................................................  $ 1.35     $  .70     $ 1.00
Fully Diluted....................................................  $ 1.24     $  .70     $ 1.00
</TABLE>

 
The accompanying notes to consolidated financial statements are an integral part
                              of these statements.
 
                                       12

<PAGE>   15
 
                                  GENCORP INC.
 
                           CONSOLIDATED BALANCE SHEET
 

<TABLE>
<CAPTION>
                                                                         AT NOVEMBER 30,
                                                                       -------------------
                                                                        1993         1992
                                                                       ------       ------
                                                                           (DOLLARS IN
                                                                             MILLIONS)
    <S>                                                                <C>          <C>
    CURRENT ASSETS
    Cash and equivalents.............................................  $   16       $   27
    Marketable securities, at cost (approximates market).............       7            7
    Accounts receivable (Note E).....................................     166          156
    Inventories (Note F).............................................     199          200
    Prepaid expenses.................................................      42           47
                                                                       ------       ------
              Total Current Assets...................................     430          437
    Investments and other assets.....................................     191          155
    Property, plant and equipment, at cost
      Land...........................................................      35           35
      Buildings and building equipment...............................     303          300
      Machinery and equipment........................................     925          867
      Construction in progress.......................................      36           58
                                                                       ------       ------
                                                                        1,299        1,260
      Accumulated depreciation.......................................    (756)        (721)
                                                                       ------       ------
         Net property, plant and equipment...........................     543          539
                                                                       ------       ------
              Total Assets...........................................  $1,164       $1,131
                                                                       ======       ======
    CURRENT LIABILITIES
    Notes payable....................................................  $   23       $    1

    Accounts payable -- trade........................................     102           95
    Income taxes (Note D)............................................      14           57
    Accrued expenses (Note H)........................................     202          255
                                                                       ------       ------
              Total Current Liabilities..............................     341          408
    Long-term debt (Note I)..........................................     416          344
    Other long-term liabilities......................................     172          166
    Contingencies (Note N)

    SHAREHOLDERS' EQUITY
    Preference stock -- $1.00 par value; 15 million shares
      authorized; none outstanding...................................      --           --
    Common stock -- $.10 par value; 90 million shares
      authorized; 31.7 million shares outstanding....................       3            3
    Other capital....................................................       1            1
    Retained earnings................................................     229          205
    Cumulative translation adjustment................................       2            4
                                                                       ------       ------
              Total Shareholders' Equity.............................     235          213
                                                                       ------       ------
              Total Liabilities and Shareholders' Equity.............  $1,164       $1,131
                                                                       ======       ======
</TABLE>

 
The accompanying notes to consolidated financial statements are an integral part
                              of these statements.
 
                                       13

<PAGE>   16
 
                                  GENCORP INC.
 
                      CONSOLIDATED STATEMENT OF CASH FLOWS
 

<TABLE>
<CAPTION>
                                                                      YEARS ENDED NOVEMBER 30,
                                                                     -------------------------
                                                                     1993      1992      1991
                                                                     -----     -----     -----
                                                                       (DOLLARS IN MILLIONS)
                                                                     -------------------------
<S>                                                                  <C>       <C>       <C>
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
Income from operations.............................................  $  43     $  22     $  32
Adjustments to reconcile income from operations to
  net cash provided by operations:
  Depreciation, amortization and loss on disposal of fixed
     assets........................................................     86        84        79
  Changes in Operating Assets and Liabilities
     Deferred income taxes.........................................     (5)      (22)        3
     Accounts receivable...........................................    (13)       13       (22)
     Inventories...................................................      5       (33)       15
     Other current assets..........................................      5        12        (2)
     Current liabilities...........................................    (93)       29        14
     Other long-term liabilities...................................     (2)       23        (7)
                                                                     -----     -----     -----
          Net Cash Provided by Operating Activities................     26       128       112
                                                                     -----     -----     -----
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
Capital expenditures...............................................    (67)      (96)      (93)
Proceeds from asset dispositions...................................      4         1        12
Acquisitions, dispositions and other investments...................    (57)       (7)      (11)
Net (increase) decrease in marketable securities...................     --        14        (5)
                                                                     -----     -----     -----
          Net Cash Used in Investing Activities....................   (120)      (88)      (97)
                                                                     -----     -----     -----
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
Long-term debt incurred............................................    360       416       170
Long-term debt paid................................................   (288)     (427)     (160)
Proceeds from accounts receivable financing........................     10        --        --
Net short-term debt incurred (paid)................................     22        --        (1)
Dividends..........................................................    (19)      (19)      (19)
Other equity transactions..........................................     (2)       (3)       --
                                                                     -----     -----     -----
          Net Cash Provided by (Used in) Financing Activities......     83       (33)      (10)
                                                                     -----     -----     -----
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...............    (11)        7         5
Cash and cash equivalents at beginning of year.....................     27        20        15
                                                                     -----     -----     -----
          Cash and Cash Equivalents at End of Year.................  $  16     $  27     $  20
                                                                     =====     =====     =====
</TABLE>

 
The accompanying notes to consolidated financial statements are an integral part
                              of these statements.
 
                                       14

<PAGE>   17
 
                                  GENCORP INC.
 
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
 

<TABLE>
<CAPTION>
                                                     COMMON STOCK                            CUMULATIVE
                                                  -------------------    OTHER    RETAINED   TRANSLATION
                                                    SHARES     AMOUNT   CAPITAL   EARNINGS   ADJUSTMENT
                                                  ----------   ------   -------   --------   -----------
                                                       (DOLLARS IN MILLIONS, EXCEPT PER-SHARE DATA)
<S>                                               <C>          <C>      <C>       <C>        <C>
BALANCE AT NOVEMBER 30, 1990....................  31,730,858     $ 3       $ 1       $189         $ 7
Net income......................................                                       32
Cash dividends -- $.60 per share................                                      (19)
Reacquired shares for incentive programs........      (1,082)     --        --
                                                  ----------     ---       ---       ----         ---
BALANCE AT NOVEMBER 30, 1991....................  31,729,776       3         1        202           7
Net income......................................                                       22
Currency translation adjustment.................                                                   (3)
Cash dividends -- $.60 per share................                                      (19)
Reacquired shares for incentive programs........        (571)     --        --
                                                  ----------     ---       ---       ----         ---
BALANCE AT NOVEMBER 30, 1992....................  31,729,205       3         1        205           4
Net income......................................                                       43
Currency translation adjustment.................                                                   (2)
Cash dividends -- $.60 per share................                                      (19)
Shares issued under the Management Incentive
  Plan..........................................         811
Reacquired shares for incentive programs........        (158)     --        --
                                                  ----------     ---       ---       ----         ---
BALANCE AT NOVEMBER 30, 1993....................  31,729,858     $ 3       $ 1       $229         $ 2
                                                  ==========     ===       ===       ====         ===
</TABLE>

 
The accompanying notes to consolidated financial statements are an integral part
                              of these statements.
 
                                       15

<PAGE>   18
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
     CONSOLIDATION -- The consolidated financial statements of the Company
include the accounts of the parent company and its majority-owned subsidiaries.
 
     REVENUE RECOGNITION -- Generally, sales are recorded when products are
shipped or services are rendered. Sales and income under most government fixed
price and fixed price incentive production type contracts are recorded as
deliveries are made. For contracts where relatively few deliverable units are
produced over a period of more than two years, revenue and income are recognized
at the completion of measurable tasks rather than upon delivery of the
individual units. Sales under cost reimbursement contracts are recorded as costs
are incurred and include estimated earned fees in the proportion that costs
incurred to date bear to total estimated costs. Certain government contracts
contain cost or performance incentive provisions which provide for increased or
decreased fees or profits based upon actual performance against established
targets or other criteria. Penalties and cost incentives are considered in
estimated sales and profit rates. Performance incentives are recorded when
measurable or when awards are made and provisions for estimated losses on
contracts are recorded when such losses become evident.
 
     ENVIRONMENTAL COSTS -- The Company expenses, on a current basis, recurring
costs associated with managing hazardous substances and pollution in ongoing
operations. The Company also 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.
 
     INVENTORIES -- Inventories are stated at the lower of cost or market. The
GenCorp Automotive and GenCorp Polymer Products segments use the last-in,
first-out method. The Aerojet segment uses the average cost method. Foreign
operations use the first-in, first-out method.
 
     Work-in-process on fixed price contracts includes direct costs and overhead
less the estimated average cost of deliveries. Appropriate general and
administrative costs are allocated to government and certain other contracts.
 
     PROPERTY, PLANT AND EQUIPMENT -- Refurbishment costs are capitalized in the
property accounts whereas ordinary maintenance and repair costs are expensed as
incurred. Gains or losses from disposals are reflected in income. Depreciation
for financial reporting is computed principally by accelerated methods for the
Aerojet segment and by the straight-line method for the remainder of the
Company.
 
     GOODWILL -- The excess of purchase price over the value of net assets
acquired is included in other assets and is amortized generally on a
straight-line basis over a 40-year period or less.
 
     INCOME TAXES -- Deferred income taxes are provided for timing differences
between financial statement and taxable income.
 
     HEDGING INSTRUMENTS -- The Company periodically enters into interest rate
swap agreements in the management of interest rate exposure. The differential to
be paid is accrued as interest rates change and is recognized over the life of
the agreements. The notional amounts of swap agreements are matched with a
related underlying liability and as such are not subject to lower of cost or
market value accounting.
 
     STATEMENT OF CASH FLOWS -- For the purposes of the statement of cash flows,
all highly liquid debt instruments purchased with a maturity of three months or
less are considered to be cash equivalents.
 
     EARNINGS PER SHARE -- Primary earnings per share of common stock is
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 I on page 22 of this report for further information regarding the
debentures.)
 
                                       16

<PAGE>   19
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
NOTE B -- ACQUISITIONS
 
  RENEER FILMS CORPORATION
 
     On July 19, 1993, the Company purchased Reneer Films Corporation from
Goodyear Tire & Rubber Company for approximately $26 million. Reneer Films'
principal business is the manufacture and distribution of vinyl woodgrain
laminates for furniture and consumer electronics and clear plastic films. The
acquisition was accounted for as a purchase in accordance with Accounting
Principles Board Opinion No. 16 and accordingly, the operating results have been
included in the Company's financial results since the date of acquisition. The
acquisition cost approximated the fair value of assets acquired.
 
  HENNIGES ELASTOMER-UND KUNSTSTOFFTECHNIK GMBH & CO. KG
 
     On July 21, 1993, the Company purchased a 24.5 percent interest in HENNIGES
Elastomer- und Kunststofftechnik GmbH & Co. KG (HEK) and its related companies
for approximately $18 million. HEK's principal business is the manufacture and
distribution of engineered molded and extruded rubber products for the major
German original equipment automotive manufacturers. The investment is accounted
for by the equity method. The acquisition agreement grants the seller the option
to require GenCorp to purchase all remaining interest in HEK and grants GenCorp
the option to acquire all remaining interest in HEK at stated intervals through
2003. The purchase price of the remaining interest in HEK will be determined by
a performance related formula set forth in the acquisition agreement.
 
NOTE C -- RESEARCH AND DEVELOPMENT EXPENSE
 
     Research and Development (R&D) expense was $45 million in 1993 and $36
million in 1992 and 1991. R&D expense includes the costs of technical activities
that are useful in developing new products, services, processes or techniques,
as well as those expenses that may significantly improve existing products or
processes.
 
     Additional R&D expenditures which are funded under government contracts
totaled $112 million in 1993, $166 million in 1992 and $174 million in 1991.
 
NOTE D -- INCOME TAXES
 
     The provision for income taxes consists of the following:
 

<TABLE>
<CAPTION>
                                                                   YEARS ENDED NOVEMBER 30,
                                                                  --------------------------
                                                                  1993       1992       1991
                                                                  ----       ----       ----
                                                                    (DOLLARS IN MILLIONS)
    <S>                                                           <C>        <C>        <C>
    CURRENT TAXES
    U.S. federal................................................  $16        $15        $13
    State and local.............................................    6          4          7
    Foreign.....................................................    8          6          3
                                                                  ---        ---        ---
                                                                   30         25         23
    DEFERRED TAXES
    U.S. federal................................................   --         (9)        (3)
    State and local.............................................   (3)        (1)        (3)
                                                                  ---        ---        ---
              Total provision for income taxes..................  $27        $15        $17
                                                                  ===        ===        ===
</TABLE>

 
                                       17

<PAGE>   20
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
     The change in deferred income taxes reflects the tax effects of the
following items recognized as revenue or expense in different years for tax and
financial statement purposes:
 

<TABLE>
<CAPTION>
                                                              YEARS ENDED NOVEMBER 30,
                                                          --------------------------------
                                                          1993          1992          1991
                                                          ----          ----          ----
                                                               (DOLLARS IN MILLIONS)
    <S>                                                   <C>           <C>           <C>
    Long-term contracts.................................  $ (4)         $ --          $ (4)
    Depreciation expense................................    --            (7)            1
    Pension expense.....................................     4             2             3
    Accrued estimated costs.............................     7            (7)            7
    Prefunded employee health benefits..................    --            --            (3)
    Other, net..........................................   (10)            2           (10)
                                                          ----          ----          ----
                                                          $ (3)         $(10)         $ (6)
                                                          ====          ====          ====
</TABLE>

 
     The difference between the statutory federal income tax rate and the
effective tax rate is attributable to the following:
 

<TABLE>
<CAPTION>
                                                               YEARS ENDED NOVEMBER 30,
                                                           --------------------------------
                                                           1993          1992          1991
                                                           ----          ----          ----
    <S>                                                    <C>           <C>           <C>
    Statutory income tax rate............................  34.9%         34.0%         34.0%
    State and local income taxes, net of federal income
      tax benefit........................................   2.1           6.9           5.3
    Change in tax rate on deferred tax reversals.........    .4            .8           (.2)
    Earnings of subsidiaries taxed at other than U.S.
      statutory rate.....................................   2.0           1.7           (.5)
    Benefit of tax loss on sale/liquidation of foreign
      subsidiaries.......................................    --            --          (3.6)
    Other, net...........................................   (.9)         (2.3)           .4
                                                           ----          ----          ----
              Effective income tax rate..................  38.5%         41.1%         35.4%
                                                           ====          ====          ====

</TABLE>

 
     The balance sheet reflects deferred income taxes of $37 million and $38
million in prepaid expenses at November 30, 1993 and 1992, respectively.
Included in other long-term assets for 1993 and 1992 are deferred income taxes
of $13 million and $9 million, respectively. Pretax income of foreign
subsidiaries was $18 million in 1993, $25 million in 1992 and $12 million in
1991. Cash paid during the year for income taxes was $79 million in 1993, $25
million in 1992 and $14 million in 1991.
 
     The Company presently follows the provisions of Accounting Principles Board
Opinion No. 11 "Accounting for Income Taxes" (APB 11) to account for income
taxes. In February 1992, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" (SFAS 109) which supersedes APB 11. Adoption by the Company will be
required by fiscal year 1994.
 
     The recognition and measurement of deferred tax assets and liabilities
differs significantly under SFAS 109 and APB 11. Under SFAS 109, the liability
method is used in accounting for income taxes, whereby 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. Under APB 11, income tax expense is determined using the deferred
method. Deferred tax expense is based on items of income and expense that are
reported in different years in the financial statements and tax returns and are
measured at the tax rate in effect in the year the difference originated.
 
     The Company will implement SFAS 109 in the first quarter of 1994 as a
cumulative effect of a change in accounting for income taxes. Application of the
new standard will reduce equity by approximately $12 million.
 
                                       18

<PAGE>   21
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
NOTE E -- ACCOUNTS RECEIVABLE
 
     In June 1993, the Company extended its agreement with a financial
institution to sell, with limited recourse, $60 million of undivided fractional
interests in a pool of approximately $100 million of eligible accounts
receivable through June 1994. This represents a $10 million increase from the
prior agreement. 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
at November 30, 1993 and 1992 are net of $60 million and $50 million,
respectively, representing the interests in receivables sold under this
agreement.
 
     Unbilled receivables of $9 million and $16 million at November 30, 1993 and
1992, respectively, relating to long-term government contracts are included in
accounts receivable from the U.S. Government. Such amounts are billed either
upon delivery of completed units or settlement of contracts. The unbilled
receivables amount at November 30, 1993 includes $2 million expected to be
collected in fiscal year 1994, and $7 million expected to be collected in
subsequent years.
 
     At year end, the amount of commercial and U.S. government receivables were
$88 million and $78 million for 1993 and $92 million and $64 million for 1992,
respectively.
 
NOTE F -- INVENTORIES
 
     Components of inventories are as follows:
 

<TABLE>
<CAPTION>
                                                                        AT NOVEMBER 30,
                                                                       ------------------
                                                                       1993          1992
                                                                       ----          ----
                                                                          (DOLLARS IN
                                                                           MILLIONS)
    <S>                                                                <C>           <C>
    Raw materials and supplies.....................................    $ 44          $ 37
    Work-in-process................................................      15            15
    Finished products..............................................      57            53
                                                                       ----          ----
    Approximate replacement cost of inventories....................     116           105
    Reserves, primarily LIFO.......................................     (35)          (35)
    Long-term contracts at average cost............................     262           293
    Progress payments..............................................    (144)         (163)
                                                                       ----          ----
                                                                       $199          $200
                                                                       ====          ====
</TABLE>

 
     Aerojet segment inventories applicable to government and other contracts
include general and administrative costs. The total of such costs incurred in
1993 and 1992 was $127 million and $130 million, respectively, and the amounts
in inventory at the end of those years are estimated at $27 million and $37
million, respectively. These estimates are based on costs being removed from
inventories on a basis proportional to the amounts of each cost element
projected through completion of the contract.
 
     Inventories using the LIFO method represented 78 percent of consolidated
inventories at replacement cost at November 30, 1993 and 1992.
 
NOTE G -- EMPLOYEE BENEFIT PLANS
 
     The Company has a number of defined benefit pension plans which cover
substantially all salaried and hourly employees. Normal retirement age generally
is 65, but certain plan provisions allow for earlier retirement. The Company's
funding policy is consistent with the funding requirements of federal law. The
pension plans provide for pension benefits, the amounts of which are calculated
under formulas principally
 
                                       19

<PAGE>   22
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
based on average earnings and length of service for salaried employees and under
negotiated non-wage based formulas for hourly employees.
 
     The components of net pension costs (income) are as follows:
 

<TABLE>
<CAPTION>
                                                                     YEARS ENDED NOVEMBER
                                                                             30,
                                                                    ----------------------
                                                                    1993     1992     1991
                                                                    ----     ----     ----
                                                                    (DOLLARS IN MILLIONS)
    <S>                                                             <C>      <C>      <C>
    Service cost -- benefits earned during the period...........    $ 20     $ 22     $ 22
    Interest cost on projected benefit obligation...............     111      106       97
    Actual return on assets.....................................    (231)    (170)    (214)
    Net amortization and deferral...............................      93       38       92
                                                                    ----     ----     ----
    Net pension costs (income)..................................    $ (7)    $ (4)    $ (3)
                                                                    ====     ====     ====
</TABLE>

 
     The assumptions used in calculating the present value of the accrued
defined benefit pension plan benefits and pension cost at November 30, 1993,
1992 and 1991 and for the years then ended were determined in consultation with
the Company's actuary. Excluding a variable annuity program with an interest
assumption of 8 percent and assets at November 30, 1993 of $730 million, the
weighted average expected rate of return on plan assets for all plans was 9
percent for all years presented. The assumed discount rate was 8 percent and the
assumed rate of increase in salaried compensation levels was 5 percent in all
years presented. Benefits under the hourly plans are not based on wages.
Therefore, no benefit escalation assumption beyond negotiated increases is
provided. During 1993, the Company modified its turnover assumption to reflect
past and anticipated future experience. This change decreased 1993 pension cost
by $5 million. There was no material impact on the projected benefit obligation.
The majority of the Company's plan assets are invested in short-term
investments, listed stocks and bonds.
 
THE FOLLOWING TABLE PRESENTS THE FUNDED STATUS OF THE PLANS:
 

<TABLE>
<CAPTION>
                                                                          AT NOVEMBER 30,
                                                                         -----------------
                                                                          1993       1992
                                                                         ------     ------
                                                                            (DOLLARS IN
                                                                              MILLIONS)
    <S>                                                                  <C>        <C>
    Plan assets at fair value..........................................  $1,757     $1,613
                                                                         ------     ------
    Actuarial present value of plan benefits:
      Vested...........................................................  $1,398     $1,331
      Non-vested.......................................................      73         42
                                                                         ------     ------
    Accumulated benefit obligation.....................................   1,471      1,373
    Effect of projected salary increases...............................      49         58
                                                                         ------     ------
    Projected benefit obligation.......................................  $1,520     $1,431
                                                                         ------     ------
    Overfunded plans...................................................  $  237     $  182
    Unamortized balances:
      Transition asset.................................................     (39)       (43)
      Plan amendments..................................................      26         22
      Experience gains.................................................    (126)       (70)
                                                                         ------     ------
              Prepaid pension cost (included in investments and other
                assets)................................................  $   98     $   91
                                                                         ======     ======
</TABLE>

 
     The Company also sponsors a number of defined contribution pension plans.
Participation in one of these plans is available to substantially all salaried
employees and to certain groups of hourly employees. Company contributions to
these plans are based on either a percentage of employee contributions or on a
specified
 
                                       20

<PAGE>   23
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
amount per hour based on the provisions of each plan. The cost of these plans
was $14 million in 1993, $15 million in 1992 and $14 million in 1991.
 
     In addition to providing pension benefits, the Company currently provides
certain health care and life insurance benefits to most retired employees with
varied coverage by employee group. The cost of retiree health care and life
insurance benefits is currently recognized as an expense as benefits are paid.
These pretax costs totaled $21 million in 1993, $20 million in 1992 and $18
million in 1991.
 
     The Financial Accounting Standards Board Statement No. 106 "Employers'
Accounting for Postretirement Benefits Other Than Pensions" (SFAS 106) requires
the Company to account for these costs under the accrual method of accounting.
The Company will take a one-time charge against earnings on December 1, 1993
when it implements SFAS 106.
 
     The Company's after-tax charge for postretirement benefits will be $196
million, compared to the previously disclosed range of $280 to $385 million.
This after-tax charge includes the impact of the recent cost-sharing program
announced to employees and retirees in 1993. The Company expects that its 1994
after-tax expense for postretirement benefits should approximate projected cash
expenditures for the same period. Any increase in expense is expected to range
between zero and $4 million as compared to the previously disclosed estimated
range of $13 to $44 million.
 
     In November 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 112 "Employers' Accounting for
Postemployment Benefits". The standard, which must be adopted by 1995, requires
postemployment benefits such as workers' compensation and supplemental
unemployment benefits to be accounted for on the accrual basis rather than the
cash basis. The Company currently uses the accrual method for most of these
benefits and, therefore, does not anticipate that the adoption of this standard
will have a material impact on the Company's reported financial condition or
results of operations.
 
NOTE H -- ACCRUED EXPENSES
 
The components of accrued expenses are as follows:
 

<TABLE>
<CAPTION>
                                                                        AT NOVEMBER 30,
                                                                       ------------------
                                                                       1993          1992
                                                                       ----          ----
                                                                          (DOLLARS IN
                                                                            MILLIONS)
    <S>                                                                <C>           <C>
    Payable for goods, services and rights...........................  $110          $143
    Accrued compensation and employee benefits.......................    48            50
    Restructuring and other reserves.................................    25            30
    Accrued expenses -- other........................................    19            32
                                                                       ----          ----
                                                                       $202          $255
                                                                       ====          ====
</TABLE>

 
                                       21

<PAGE>   24
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
NOTE I -- LONG-TERM DEBT AND CREDIT LINES
 
Long-term debt consists of the following:
 

<TABLE>
<CAPTION>
                                                                        AT NOVEMBER 30,
                                                                       ------------------
                                                                       1993          1992
                                                                       ----          ----
                                                                          (DOLLARS IN
                                                                           MILLIONS)
    <S>                                                                <C>           <C>
    Revolving loans..................................................  $300          $225
    8% Unsecured convertible subordinated debentures maturing 2002...   115           115
    Other............................................................     3             5
                                                                       ----          ----
    Total debt.......................................................   418           345
    Less amounts due within one year.................................    (2)           (1)
                                                                       ----          ----
                                                                       $416          $344
                                                                       ====          ==== 
</TABLE>

 
     On April 1, 1992, the Company entered into a three-year $450 million
unsecured revolving credit facility. Unused revolving lines of credit currently
aggregate $150 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 4.3 percent.
 
     The revolving loan 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 the implementation of new accounting standards. The revolving loan
expires April 1995 and is extendable for up to two additional years at the
option of the Company and with the approval of the banks.
 
     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 9.5 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 quoted market
value of the Debentures was $129 million at November 30, 1993.
 
     At November 30, 1993, the Company had borrowed $22 million of its $25
million unsecured, uncommitted lines of credit with several banks for short-term
borrowings. Borrowings under such lines generally bear interest at money market
rates and are payable on demand. The Company also had outstanding letters of
credit of $47 million at November 30, 1993.
 
     Cash paid during the year for interest was $28 million in 1993, $33 million
in 1992 and $41 million in 1991. Interest expense in 1993, 1992 and 1991
includes imputed interest of $9 million in each year on the present value of the
postretirement benefit liability established in conjunction with the sale of a
discontinued operation.
 
NOTE J -- DISCONTINUED OPERATIONS
 
     The balance sheet includes various current and long-term reserves relating
to operations discontinued in prior years. Those reserves include estimates for
postretirement benefits (General Tire), environmental matters (Lawrence, MA and
Muskegon, MI) and other accrued liabilities (RKO General). The reserves for
discontinued operations were $30 million and $26 million of current liabilities
and $96 million and $107 million of other long-term liabilities as of November
30, 1993 and 1992, respectively.
 
                                       22

<PAGE>   25
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
NOTE K -- PREFERRED SHARE PURCHASE RIGHTS
 
     In 1987, the Directors declared a dividend of one Preferred Share Purchase
Right (Right) on each outstanding share of common stock, payable to shareholders
of record on February 27, 1987. Rights outstanding at November 30, 1993 and 1992
were 31,729,858 and 31,729,205, respectively. The Shareholder Rights Plan, as
amended effective December 1987, provides that under certain circumstances each
Right will entitle shareholders to buy one one-hundredth of a share of a new
Series A Cumulative Preference Stock at an exercise price of $100. The Rights
will be exercisable only if a person or group acquires 20 percent or more of
GenCorp's common stock or announces a tender or exchange offer that will result
in such person or group acquiring 30 percent or more of the common stock.
GenCorp will be entitled to redeem the Rights at two cents per Right at any time
until ten days after a 20 percent position has been acquired (unless the Board
elects to extend such time period, which in no event may exceed thirty days). If
the Company is involved in certain transactions after the Rights become
exercisable, a holder of Rights (other than Rights beneficially owned by a
shareholder who has acquired 20 percent or more of GenCorp's common stock, which
Rights become void) is entitled to buy a number of the acquiring company's
common shares, or GenCorp's common stock, as the case may be, having a market
value of twice the exercise price of each Right. A potential dilutive effect may
exist upon the exercise of the Rights. The Rights will expire February 18, 1997.
Until a Right is exercised, the holder will have no rights as a stockholder of
the Company including, without limitation, the right to vote as a stockholder or
to receive dividends.
 
     Effective November 25, 1987, the Board authorized a reserve of 325,000
shares of $1 par value Series A Cumulative Preference Stock for issuance upon
exercise of Preferred Share Purchase Rights.
 
NOTE L -- LONG-TERM COMPENSATION PLANS
 
     The GenCorp Inc. 1993 Stock Option Plan provides for an aggregate of
2,500,000 shares of the Company's common stock to be purchased pursuant to stock
options or to be subject to stock appreciation rights (SARs) which may be
granted to selected officers and key employees at prices equal to the market
value of a share of common stock on the date of grant. In 1993, the Company
granted options to purchase 501,575 shares of common stock at purchase prices
ranging from $16.00 per share to $16.625 per share. The options are exercisable
in 25 percent increments at six months, one year, two years and three years from
date of grant. None of the options are exercisable prior to March 10, 1994. No
stock appreciation rights have been granted. Shares available for future grant
were 2,003,925 at November 30, 1993, including 5,500 shares from forfeited
options.
 
     The Stock Incentive Compensation Plan (SIC Plan) adopted in 1983 is based
on a formula which values incentive awards payable in cash or stock based upon
changes in the market value of the Company's common stock. The SIC Plan is
compensatory, and compensation expense was $5 million in 1993 and $3 million in
1992 and 1991. The liability for accrued stock incentive compensation was $15
million and $12 million at November 30, 1993 and 1992, respectively.
 
     Pursuant to the SIC Plan, no awards may be granted after March 1, 1993 and
the Company granted no incentive unit shares during 1993. The Company granted
443,000 incentive unit shares during 1992 and 383,000 during 1991.
 
NOTE M -- LEASE COMMITMENTS
 
     The Company and its subsidiaries lease certain manufacturing plant
facilities, machinery and equipment and office buildings under long-term,
noncancelable leases. The leases generally provide for renewal options ranging
from five to ten years and require the Company to pay for utilities, insurance,
taxes and maintenance. Rent expense was $14 million in 1993, $15 million in 1992
and $17 million in 1991. Future minimum commitments at November 30, 1993 for
existing operating leases were $39 million with annual amounts declining from $9
million in 1994 to $3 million in 1998. The Company's current obligation for
leases after 1998 is $7 million.
 
                                       23

<PAGE>   26
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
NOTE N -- 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
paid $4.8 million through November 30, 1993 toward 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 case of 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.
 
     Prior to the 1993 settlement, Aerojet recognized for accounting purposes an
expected minimum recovery from the United States government for 50 percent of
covered costs incurred after June 1989. Aerojet assessed that a recovery was
probable based on both the 1990 settlement and then current negotiations
regarding a second settlement. Accordingly, $9 million of the $18 million
recovered in September reduced a receivable. In addition, as a result of
knowledge obtained in the continuing RI/FS process, Aerojet recorded a $9
million reserve in the fourth quarter of 1993 for its share of the currently
identifiable remediation costs.
 
     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 $22 million, including the $9 million
reserve described above, 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.
 
                                       24

<PAGE>   27
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
     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.
 
     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. A reserve of $32 million has been provided 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 $56
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.
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 remediation.
 
     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 submitted to the State for review in January 1994. 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.
 
     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. Also, the EPA has issued 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. There have been no negotiations to date concerning
allocation of potential remediation costs among PRPs and other parties.
 
     Aerojet's environmental response costs in the San Gabriel Basin are being
allowed by the government in the pricing of Aerojet's contracts. As a result,
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. 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 19 other 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
 
                                       25

<PAGE>   28
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
its proportionate share of costs has not been determined largely due to
uncertainties as to the nature and extent of the 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.
 
     The Superfund sites include such sites as Stringfellow (California);
Organic Chemical (Michigan); Summit National (Ohio); Hardage/Criner (Oklahoma);
Industrial Excess (Ohio); and Solvent Recovery Service of New England
(Connecticut). The non-Superfund sites include such sites as Westbury (New
York); Four County Landfill (Indiana); and Delta Chemical (Pennsylvania). The
Company's 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, for example, was able to settle 4 sites in 1993 for less
than $200,000. The Company has reserves of $12 million as of November 30, 1993
which it believes are sufficient to cover its best estimate 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.
 
  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 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.
 
NOTE O -- BUSINESS SEGMENT INFORMATION
 
     GenCorp Automotive designs and produces original equipment components and
systems for the domestic, transplant and foreign automotive industries in
Vehicle Sealing, Vibration Control and Reinforced Plastics. Specifically, these
products include extruded rubber for vehicle body and window sealing, molded
rubber for vibration control components and reinforced plastic body panels for
passenger cars and trucks.
 
     Aerojet designs, develops and manufactures propulsion systems, defense
electronics and ordnance products for the Department of Defense and National
Aeronautics and Space Administration. Its three businesses are Propulsion,
Electronic Systems and Ordnance.
 
     GenCorp Polymer Products manufactures specialty polymers and engineered
plastics for consumers and industry. The segment is a leading producer of
polymer-based products and operates five businesses: Designed Plastics, Plastic
Films, Wallcovering, Penn Racquet Sports and Latex. The principal markets
include the paper industry, residential and commercial construction and the
sporting goods industry, as well as varied consumer and industrial markets that
demand a broad range of thermoplastic products.
 
     GenCorp sales in 1993, 1992 and 1991 to the United States government and
its agencies (principally the Department of Defense) totaled $847 million, $984
million and $1,108 million, respectively, and were generated almost entirely by
the Aerojet segment. Sales to General Motors, primarily by GenCorp Automotive,
of $250 million in 1993, $218 million in 1992 and $193 million in 1991 were at
least 10 percent of the Company's net sales.
 
                                       26

<PAGE>   29
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
 
     Segment operating profit represents net sales less applicable costs,
expenses and provision for restructuring and unusual items relating to
operations. Segment operating profit excludes corporate income and expenses,
provisions for recapitalization/restructuring and unusual items, interest
expense and income taxes.
 
     Segment operating profit increased 18 percent or $18 million in 1993 from
$103 million in 1992. Excluding a provision for restructuring of $22 million,
1992 segment operating profit increased $14 million or 13 percent. Segment
operating profit decreased at Aerojet while improving at both the Automotive and
Polymer Products segments.
 
     The 1992 provision for restructuring was $22 million, approximately $14
million after tax, or $.45 per share, and related to costs associated with the
restructuring of the Reinforced Plastics division within the Automotive segment.
 
     Identifiable assets are those assets that are used by the business segments
and exclude corporate assets consisting principally of cash and marketable
securities, certain investments and headquarters' fixed assets. Sales and
identifiable assets of the Company's foreign operations, as well as export sales
to unaffiliated customers, were each less than 10 percent of the related
consolidated amounts. Intersegment sales were not material.
 
                                       27

<PAGE>   30
 
                                  GENCORP INC.
 
                          BUSINESS SEGMENT INFORMATION
 

<TABLE>
<CAPTION>
                                                                     YEARS ENDED NOVEMBER 30,
                                                                   ----------------------------
                                                                    1993       1992       1991
                                                                   ------     ------     ------
                                                                      (DOLLARS IN MILLIONS)
<S>                                                                <C>        <C>        <C>
NET SALES
Aerojet..........................................................  $  872     $1,019     $1,142
GenCorp Automotive...............................................     514        436        368
GenCorp Polymer Products.........................................     519        482        483
                                                                   ------     ------     ------
                                                                   $1,905     $1,937     $1,993
                                                                   ------     ------     ------
SEGMENT OPERATING PROFIT (LOSS)
Aerojet..........................................................  $   53     $   71     $   75
GenCorp Automotive...............................................      21          9         (5)
GenCorp Polymer Products.........................................      47         45         41
Restructuring and unusual items..................................      --        (22)        --
                                                                   ------     ------     ------
          Segment Operating Profit...............................     121        103        111
Interest expense.................................................     (36)       (46)       (52)
Corporate other income and expense, net..........................      --         (3)         6
Corporate expenses...............................................     (15)       (17)       (16)
                                                                   ------     ------     ------
          Income before income taxes.............................  $   70     $   37     $   49
                                                                   ------     ------     ------
ASSETS
Aerojet..........................................................  $  489     $  498     $  514
GenCorp Automotive...............................................     270        243        263
GenCorp Polymer Products.........................................     282        232        214
                                                                   ------     ------     ------
          Identifiable Assets....................................   1,041        973        991
Marketable securities, cash and other Corporate assets...........     123        158        122
                                                                   ------     ------     ------
          Total assets...........................................  $1,164     $1,131     $1,113
                                                                   ------     ------     ------
CAPITAL EXPENDITURES
Aerojet..........................................................  $   20     $   29     $   42
GenCorp Automotive...............................................      28         27         31
GenCorp Polymer Products.........................................      18         39         19
Corporate........................................................       1          1          1
                                                                   ------     ------     ------
                                                                   $   67     $   96     $   93
                                                                   ------     ------     ------
DEPRECIATION
Aerojet..........................................................  $   40     $   47     $   48
GenCorp Automotive...............................................      19         19         16
GenCorp Polymer Products.........................................      13         10          9
Corporate........................................................       2          3          4
                                                                   ------     ------     ------
                                                                   $   74     $   79     $   77
                                                                   ======     ======     ======
</TABLE>

 
                                       28

<PAGE>   31
 
                                  GENCORP INC.
 
                      QUARTERLY FINANCIAL DATA (UNAUDITED)
 

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
                                                  ----------------------------------------------------
                                                  FEBRUARY 28     MAY 31     AUGUST 31     NOVEMBER 30
                                                  -----------     ------     ---------     -----------
                                                  (DOLLARS IN MILLIONS, EXCEPT FOR PER-SHARE AMOUNTS)
<S>                                               <C>             <C>        <C>           <C>
1993
Net sales.......................................    $ 401.5       $492.3      $ 482.1        $ 529.2
                                                    -------       ------      -------        -------
Gross profit....................................       58.9         79.0         63.2           73.4
                                                    -------       ------      -------        -------
Income before income taxes......................       10.2         29.6         12.9           16.9
                                                    -------       ------      -------        -------
Net income......................................    $   6.1       $ 17.8      $   7.7        $  11.2
                                                    -------       ------      -------        -------
- ----------------------------------------------------------------------------------------------------
Net income per share of common stock
  Primary.......................................    $   .19       $  .56      $   .25        $   .35
  Fully Diluted.................................        .19          .49          .24            .32
- ----------------------------------------------------------------------------------------------------
Common stock price range -- high................     13 1/8       13 3/8       17 3/8             17
                         -- low.................     10 1/8       11 5/8       12 3/8         13 7/8
</TABLE>

 

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
                                                  ----------------------------------------------------
                                                  FEBRUARY 29     MAY 31     AUGUST 31     NOVEMBER 30
                                                  -----------     ------     ---------     -----------
                                                  (DOLLARS IN MILLIONS, EXCEPT FOR PER-SHARE AMOUNTS)
<S>                                               <C>             <C>        <C>           <C>
1992
Net sales.......................................    $ 461.4       $499.6      $ 452.2        $ 523.5
                                                    -------       ------      -------        -------
Gross profit....................................       60.7         78.8         61.1           76.3
                                                    -------       ------      -------        -------
Income before income taxes......................        4.1         23.0          8.3            2.2(A)
                                                    -------       ------      -------        -------
Net income......................................    $   2.2       $ 13.6      $   4.9        $   1.4
                                                    -------       ------      -------        -------
- ----------------------------------------------------------------------------------------------------
Net income per share of common stock............    $   .07       $  .43      $   .15        $   .05
- ----------------------------------------------------------------------------------------------------
Common stock price range -- high................     14 3/4       15 5/8       14 7/8         13 1/2
                         -- low.................      9 1/4       12 7/8       12 1/4          8 7/8
</TABLE>

 
- ---------------
(A) Includes pretax provision of $21.7 million for the restructuring of the
    Reinforced Plastics division.
 
                                 CAPITAL STOCK
 
     The common stock is listed on the New York and Chicago Stock Exchanges. At
December 31, 1993, there were approximately 15,600 holders of record of the
Company's common stock. During 1993, 1992 and 1991, the Company paid quarterly
cash dividends on common stock of $.15 per share.
 
                                       29

<PAGE>   32
 
                                  GENCORP INC.
 
                       SUMMARY OF SELECTED FINANCIAL DATA
 

<TABLE>
<CAPTION>
                                                                   YEARS ENDED NOVEMBER 30,
                                                 -------------------------------------------------------------
                                                  1993       1992       1991       1990       1989       1988
                                                 ------     ------     ------     ------     ------     ------
                                                    (DOLLARS IN MILLIONS, EXCEPT PER-SHARE AND RATIO DATA)
<S>                                              <C>        <C>        <C>        <C>        <C>        <C>
NET SALES
Aerojet........................................  $  872     $1,019     $1,142     $  878     $1,034     $1,056
GenCorp Automotive.............................     514        436        368        436        433        358
GenCorp Polymer Products.......................     519        482        483        461        471        477
                                                 ------     ------     ------     ------     ------     ------
                                                 $1,905     $1,937     $1,993     $1,775     $1,938     $1,891
SEGMENT OPERATING PROFIT (LOSS)
Aerojet........................................  $   53     $   71     $   75     $   65     $   92     $   93
GenCorp Automotive.............................      21          9         (5)        23         10         28
GenCorp Polymer Products.......................      47         45         41         37         39         39
Restructuring and unusual items................      --        (22)        --         29        (52)       (12)
                                                 ------     ------     ------     ------     ------     ------
                                                 $  121     $  103     $  111     $  154     $   89     $  148
OPERATIONS
Income from continuing operations..............  $   43     $   22     $   32     $   51     $    8     $   55
Income from discontinued operations............      --         --         --         12        202         12
Cumulative effect on prior years of an
  accounting change............................      --         --         --         --         --          3
                                                 ------     ------     ------     ------     ------     ------
         Net income............................  $   43     $   22     $   32     $   63     $  210     $   70

PER SHARE OF COMMON STOCK
Income from continuing operations..............  $ 1.35     $  .70     $ 1.00     $ 1.60     $  .25     $ 1.72
Income from discontinued operations............      --         --         --        .39       6.36        .37
Cumulative effect on prior years of an
  accounting change............................      --         --         --         --         --        .10
                                                 ------     ------     ------     ------     ------     ------
Net income (primary)...........................  $ 1.35     $  .70     $ 1.00     $ 1.99     $ 6.61     $ 2.19
Net income (fully diluted).....................  $ 1.24     $  .70     $ 1.00     $ 1.99     $ 6.61     $ 2.19
Cash dividends paid............................  $  .60     $  .60     $  .60     $  .60     $  .60     $  .60

OPERATING RATIOS (CONTINUING OPERATIONS)
Return on average assets employed..............     9.3%       7.3%       9.4%      11.6%       5.9%      12.7%
Assets employed turnover.......................     2.6x       2.7x       2.9x       2.3x       2.3x       2.7x
Income from continuing operations to net
  sales........................................     2.3%       1.1%       1.6%       2.9%        .4%       2.9%

GENERAL
Capital expenditures...........................  $   67     $   96     $   93     $   79     $  111     $  122
Depreciation...................................      74         79         77         74         70         63
Total assets...................................   1,164      1,131      1,113      1,078      1,270      1,230
Long-term debt.................................     416        344        355        345        496        674
</TABLE>

 
                                       30

<PAGE>   33
 

                         REPORT OF INDEPENDENT AUDITORS
 
Shareholders and Board of Directors of GenCorp Inc.
 
     We have audited the accompanying consolidated balance sheets of GenCorp
Inc. as of November 30, 1993 and 1992, and the related consolidated statements
of income, shareholders' equity, and cash flows for each of the three years in
the period ended November 30, 1993. Our audits also included the financial
statement schedules listed in the index at Item 14(a). These financial
statements and schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
GenCorp Inc. at November 30, 1993 and 1992, and the consolidated results of its
operations and cash flows for each of the three years in the period ended
November 30, 1993, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedules, when considered
in relation to the basic financial statements taken as a whole, present fairly
in all material respects the information set forth therein.
 
     As discussed in Note N to the consolidated financial statements,
Aerojet-General Corporation, a wholly owned subsidiary of GenCorp Inc., and
Cordova Chemical Company, a wholly owned subsidiary of Aerojet, have been
subject to environmental litigation arising from discharges of chemicals in past
years at Aerojet's Sacramento, California facility. Eventual liabilities of
Aerojet relating to this matter cannot be reasonably estimated at this time.
 
                                                  ERNST & YOUNG
 
Akron, Ohio
January 24, 1994

 
                                       31

<PAGE>   34
 

 
                                   PART III
 

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Information with respect to nominees who will stand for election as a
director of the Company at the March 30, 1994 Annual Meeting of Shareholders is
set forth on pages 2 and 3 of the Company's 1994 Proxy Statement and is
incorporated herein by reference. Information with respect to directors of the
Company whose terms extend beyond the March 30, 1994 Annual Meeting of
Shareholders is set forth on pages 3 and 4 of the Company's 1994 Proxy Statement
and is incorporated herein by reference.
 
     Information with respect to compliance with Section 16(a) of the Exchange
Act is set forth on page 5 of the Company's 1994 Proxy Statement and is
incorporated herein by reference.
 
     Also, see Executive Officers of the Registrant on pages 6 and 7 of this
report.
 

ITEM 11.  EXECUTIVE COMPENSATION
 
     Information regarding executive compensation is set forth on pages 8
through 17 of the Company's 1994 Proxy Statement and is incorporated herein by
reference.
 

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     Information regarding the security ownership of certain beneficial owners
and management is set forth on pages 5 and 6 of the Company's 1994 Proxy
Statement and is incorporated herein by reference.
 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     Information regarding certain transactions and employment arrangements with
management is set forth on pages 13 and 14 of the Company's 1994 Proxy Statement
and is incorporated herein by reference.
 

                                    PART IV
 

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
(a)(1) and (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
 
     A list of financial statements and financial statement schedules is set
forth in a separate section of this report beginning on page GC-1.
 
(a)(3) LISTING OF EXHIBITS
 
     An index of exhibits begins on page -i-of this report.
 
(b) REPORTS ON FORM 8-K
 
     No reports on Form 8-K were filed during the quarter ended November 30,
1993.
 
(c) EXHIBITS
 
     The response to this portion of Item 14 is set forth in a separate section
of this report immediately following the Exhibit Index.
 
(d) FINANCIAL STATEMENT SCHEDULES
 
     The financial statement schedules are set forth in a separate section of
this report beginning on page
GC-3.
 
                                       32

<PAGE>   35
 

                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) 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.
 
                                          GENCORP INC.
 
February 17, 1994
                                          By /s/ C. R. ENNIS
                                            -----------------------------------
                                                 C. R. Ennis, Vice President
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 

<TABLE>
<CAPTION>
               SIGNATURE                                TITLE                       DATE
- ----------------------------------------  ---------------------------------  -------------------
<S>                                       <C>                                <C>
          /s/ A. W. REYNOLDS              Chairman of the Board and Chief     February 21, 1994
- ----------------------------------------  Executive Officer
              A. W. Reynolds
          /s/ J. B. YASINSKY              President and Chief Operating       February 18, 1994
- ----------------------------------------  Officer; Director
              J. B. Yasinsky
          /s/ D. M. STEUERT               Vice President and Chief            February 21, 1994
- ----------------------------------------  Financial Officer
              D. M. Steuert
          /s/ F. J. LUCKSINGER            Vice President and Controller       February 18, 1994
- ----------------------------------------
              F. J. Lucksinger
                   *                      Director                            February 17, 1994
- ----------------------------------------
             R. K. Jaedicke
                   *                      Director                            February 17, 1994
- ----------------------------------------
              P. X. Kelley
                   *                      Director                            February 17, 1994
- ----------------------------------------
             R. D. Kunisch
                   *                      Director                            February 17, 1994
- ----------------------------------------
       J. Lafontant-Mankarious
                   *                      Director                            February 17, 1994
- ----------------------------------------
            J. M. Osterhoff
                   *                      Director                            February 17, 1994
  --------------------------------------
             P. J. Phoenix
                   *                      Director                            February 17, 1994
- ----------------------------------------
              R. B. Pipes
                   *                      Director                            February 17, 1994
- ----------------------------------------
             H. A. Shaw III
                   *                      Director                            February 17, 1994
- ----------------------------------------
              J. R. Stover

*Signed by the undersigned as
  attorney-in-fact and agent for the
  Directors indicated.

       /s/ E. R. DYE                                                          February 17, 1994
- ----------------------------------------
           E. R. Dye
</TABLE>

 
                                       33

<PAGE>   36
 

                           ANNUAL REPORT ON FORM 10-K


                     ITEM 14(A)(1)(2) AND (3), (C) AND (D)

         LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                         FINANCIAL STATEMENT SCHEDULES


                                 EXHIBIT INDEX

                                CERTAIN EXHIBITS

                      FISCAL YEAR ENDED NOVEMBER 30, 1993

                                  GENCORP INC.

                           FAIRLAWN, OHIO 44333-3300

<PAGE>   37
 
                                  GENCORP INC.
 

                             ITEM 14(A)(1) AND (2)
        INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
 

<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                     NUMBER
                                                                                     -------
<S>                                                                                  <C>
(1) FINANCIAL STATEMENTS:
The following consolidated financial statements of GenCorp Inc. are included in

  Item 8:
  Consolidated Statement of Income for the years ended November 30, 1993, 1992
     and 1991                                                                          12
  Consolidated Balance Sheet at November 30, 1993 and 1992                             13
  Consolidated Statement of Cash Flows for the years ended November 30, 1993,
     1992 and 1991                                                                     14
  Consolidated Statement of Shareholders' Equity for the years ended November 30,
     1993, 1992 and 1991                                                               15
  Notes to Consolidated Financial Statements                                           16
(2) FINANCIAL STATEMENT SCHEDULES:
</TABLE>

 
     The following consolidated financial statement schedules of GenCorp Inc.
are included in Item 14(d):
 

<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                 NUMBER
                                                                                 ------
<S>           <C> <C>                                                            <C>
Schedule V    --  Property, Plant and Equipment................................   GC-3
Schedule VI   --  Accumulated Depreciation, Depletion and Amortization of
                  Property, Plant and Equipment................................   GC-4
Schedule IX   --  Short-Term Borrowings........................................   GC-5
Schedule X    --  Supplementary Income Statement Information...................   GC-6
</TABLE>

 
     All other schedules are omitted because they are inapplicable, not required
by the instructions or the information is included in the consolidated financial
statements or notes thereto.
 
                                      GC-1

<PAGE>   38
 
                        CONSENT OF INDEPENDENT AUDITORS
 
Shareholders and Board of Directors
GenCorp Inc.
 
     We consent to the incorporation by reference in the Prospectuses
constituting part of GenCorp Inc.'s Registration Statements No. 33-61928,
33-28056 and 2-98730 on Form S-8, Post Effective Amendment No. 1 to Registration
Statements No. 2-80440 and 2-83133 on Form S-8, and Post Effective Amendment No.
4 to Registration Statement No. 2-66840 on Form S-8 of our report dated January
24, 1994, with respect to the consolidated financial statements and schedules of
GenCorp Inc. included in this Annual Report (Form 10-K) for the year ended
November 30, 1993.
 
                                                  ERNST & YOUNG
 
Akron, Ohio
February 18, 1994
 
                                      GC-2

<PAGE>   39
 
                                                                      SCHEDULE V
 
                                  GENCORP INC.
 
                         PROPERTY, PLANT AND EQUIPMENT
              FOR THE YEARS ENDED NOVEMBER 30, 1993, 1992 AND 1991
 
                             (DOLLARS IN MILLIONS)
 

<TABLE>
<CAPTION>
                                                                                RECLASSI-
                                                                                FICATIONS
                                       BALANCE AT                                  AND           BALANCE
                                       BEGINNING      ADDITIONS     RETIRE-    TRANSFERS -       AT END
          CLASSIFICATION               OF PERIOD       AT COST      MENTS      ADD/(DEDUCT)     OF PERIOD
- -----------------------------------    ----------     ---------     ------     ------------     ---------
<S>                                    <C>            <C>           <C>        <C>              <C>
YEAR ENDED NOVEMBER 30, 1993
Land...............................      $   35          $--         $ --          $ --          $    35
Buildings and building equipment...         300           15          (14)            2              303
Machinery and equipment............         867           93          (35)           --              925
Construction in progress...........          58          (18)          --            (4)              36
                                         ------          ---        -----          ----          -------
                                         $1,260          $90(A)      $(49)         $ (2)(B)      $ 1,299
                                         ======          ===         ====          ====          =======
YEAR ENDED NOVEMBER 30, 1992
Land...............................      $   34          $ 1         $ --          $ --          $    35
Buildings and building equipment...         283           18           (1)           --              300
Machinery and equipment............         834           61          (26)           (2)             867
Construction in progress...........          42           16           --            --               58
                                         ------          ---        -----          ----          -------
                                         $1,193          $96         $(27)         $ (2)(B)      $ 1,260
                                         ======          ===         ====          ====          =======

YEAR ENDED NOVEMBER 30, 1991
Land...............................      $   32          $ 2         $ --          $ --          $    34
Buildings and building equipment            264           18           --             1              283
Machinery and equipment                     791           70          (31)            4              834
Construction in progress                     46            3           (6)           (1)              42
                                         ------          ---        -----          ----          -------
                                         $1,133          $93         $(37)         $  4(B)       $ 1,193
                                         ======          ===         ====          ====          =======

</TABLE>

 
- ---------------
 
Notes:
 
(A) Includes $23 of assets acquired through the purchase of Reneer Films Corp.
 
(B) Currency translation adjustments and other.
 
                                      GC-3

<PAGE>   40
 
                                                                     SCHEDULE VI
 
                                  GENCORP INC.
 
              ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
                        OF PROPERTY, PLANT AND EQUIPMENT
              FOR THE YEARS ENDED NOVEMBER 30, 1993, 1992 AND 1991
 
                             (DOLLARS IN MILLIONS)
 

<TABLE>
<CAPTION>
                                                      ADDITIONS
                                                       CHARGED                  RECLASSI-
                                                      TO COSTS                  FICATIONS
                                       BALANCE AT      AND EX-                     AND           BALANCE
                                       BEGINNING       PENSES       RETIRE-    TRANSFERS -       AT END
            DESCRIPTION                OF PERIOD         (A)        MENTS      ADD/(DEDUCT)     OF PERIOD
- -----------------------------------    ----------     ---------     ------     ------------     ---------
<S>                                    <C>            <C>           <C>        <C>              <C>
YEAR ENDED NOVEMBER 30, 1993
Buildings and building equipment...      $  164          $12         $(14)         $ (1)         $   161
Machinery and equipment............         557           62          (29)            5              595
                                        -------          ----        -----          ----         -------
                                         $  721          $74         $(43)         $  4(B)       $   756
                                        =======          ====        =====          ====         =======
YEAR ENDED NOVEMBER 30, 1992
Buildings and building equipment...      $  152          $12         $ --          $ --          $   164
Machinery and equipment............         507           67          (26)            9              557
                                        -------          ----        -----          ----         -------
                                         $  659          $79         $(26)         $  9(B)       $   721
                                        =======          ====        =====          ====         =======
YEAR ENDED NOVEMBER 30, 1991
Buildings and building equipment...      $  141          $11         $ --          $ --          $   152
Machinery and equipment............         464           66          (27)            4              507
                                        -------          ----        -----          ----         -------
                                         $  605          $77         $(27)         $  4(B)       $   659
                                        =======          ====        =====          ====         =======
</TABLE>

 
- ---------------
 
Notes:
 
(A) Depreciation for financial reporting is computed principally by accelerated
    methods for Aerojet and by the straight-line method for the remainder of the
    Company. Useful lives for depreciation range from 15 to 50 years for
    buildings and building equipment and 3 to 25 years for machinery and
    equipment.
 
 (B) Currency translation adjustments and other.
 
                                      GC-4

<PAGE>   41
 
                                                                     SCHEDULE IX
 
                                  GENCORP INC.
 
                             SHORT-TERM BORROWINGS
              FOR THE YEARS ENDED NOVEMBER 30, 1993, 1992 AND 1991
 
                             (DOLLARS IN MILLIONS)
 

<TABLE>
<CAPTION>
                                                                     MAXIMUM         AVERAGE         WEIGHTED
                                                      WEIGHTED       AMOUNT          AMOUNT           AVERAGE
                                       BALANCE AT     AVERAGE      OUTSTANDING     OUTSTANDING     INTEREST RATE
       CATEGORY OF AGGREGATE             END OF       INTEREST     DURING THE      DURING THE       DURING THE
       SHORT-TERM BORROWINGS             PERIOD         RATE       PERIOD (A)      PERIOD (B)       PERIOD (B)
- -----------------------------------    ----------     --------     -----------     -----------     -------------
<S>                                    <C>            <C>          <C>             <C>             <C>
YEAR ENDED NOVEMBER 30, 1993
Notes payable......................       $ 22           3.9%          $25             $10              3.7%
YEAR ENDED NOVEMBER 30, 1992
Notes payable......................       $ --            --           $40             $ 8              4.7%
YEAR ENDED NOVEMBER 30, 1991
Notes payable......................       $ --            --           $49             $14              6.8%
</TABLE>

 
- ---------------
 
Notes:
 
(A) At month end.
 
(B) Daily weighted-average method used.
 
                                      GC-5

<PAGE>   42
 
                                                                      SCHEDULE X
 
                                  GENCORP INC.
 
                   SUPPLEMENTARY INCOME STATEMENT INFORMATION
              FOR THE YEARS ENDED NOVEMBER 30, 1993, 1992 AND 1991
 
                             (DOLLARS IN MILLIONS)
 
CHARGED TO COSTS AND EXPENSES
 

<TABLE>
<CAPTION>
                                                                YEARS ENDED NOVEMBER
                                                                        30,
                                                               ----------------------
                           ITEM                                1993     1992     1991
                           ----                                ----     ----     ----
<S>                                                            <C>      <C>      <C>
Maintenance and repairs....................................    $59      $60      $59
</TABLE>

 
- ---------------
 
Note: Items otherwise required by this schedule are not presented because they
      are less than one percent of consolidated revenues or included in this
      Annual Report (Form 10-K).
 
                                      GC-6

<PAGE>   43
 

                                 EXHIBIT INDEX
 

<TABLE>
<CAPTION>
   TABLE       EXHIBIT                                                                EXHIBIT
  ITEM NO.     DESCRIPTION                                                             LETTER
  --------     -----------                                                            -------
  <S>          <C>                                                                     <C>
      3.       ARTICLES OF INCORPORATION AND BY-LAWS
               The Amended Articles of Incorporation of GenCorp Inc., as amended as
               of December 7, 1987, were filed as Exhibit A to the Company's Annual
               Report on Form 10-K for the fiscal year ended November 30, 1988
               (File No. 1-1520), and are incorporated herein by reference. (17
               pages)
               The Code of Regulations of GenCorp Inc., as amended November 25,
               1987, were filed as Exhibit B to the Company's Annual Report on Form
               10-K for the fiscal year ended November 30, 1988 (File No. 1-1520),
               and are incorporated herein by reference. (16 pages)

      4.       INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
               INCLUDING INDENTURES
               Amended and Restated Rights Agreement (with exhibits) dated as of
               December 7, 1987 between GenCorp Inc. and Morgan Shareholder
               Services Trust Company as Rights Agent was filed as Exhibit D to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               November 30, 1987 (File No. 1-1520), and is incorporated herein by
               reference. (86 pages)
               Information relating to the Company's long-term debt is set forth in
               Note I of this report, which information is incorporated herein by
               reference. The Indenture, dated as of July 1, 1992, between GenCorp
               and the Bank of New York as trustee relating to the Company's
               $115,000,000 8% Convertible Subordinated Debentures due August 1,
               2002 and the form of Debenture were filed as Exhibits A and B to the
               Company's Quarterly Report on Form 10-Q for the quarter ended August
               31, 1992 (File No. 1-1520) and are incorporated herein by reference.
               (107 pages)
               Instruments defining the rights of holders of other long-term debt
               are not filed herewith since no such single debt item exceeds 10
               percent of consolidated assets. The Company agrees, however, to
               furnish a copy of any such agreement or instrument to the Commission
               upon request.

     10.       MATERIAL CONTRACTS
               An Employment Agreement dated August 4, 1984 between the Company and
               A.W. Reynolds, Chairman and Chief Executive Officer and a Director
               of the Company was filed as Exhibit A to the Company's Annual Report
               on Form 10-K for the fiscal year ended November 30, 1984 (File No.
               1-1520), and is incorporated herein by reference. (3 pages)
               An Employment Agreement dated October 15, 1993 between the Company
               and J. B. Yasinsky, President and Chief Operating Officer of the
               Company. (4 pages)..................................................        A
               Form of Severance Agreement granted to executive officers of the
               Company to provide for payment of an amount equal to 125 percent of
               base salary multiplied by a factor of 3 if their employment should
               terminate for any reason other than death, disability, willful
               misconduct or retirement within three years after a change in
               control, as such term is defined in such agreement was filed as
               Exhibit A to the Company's Annual Report on Form 10-K for the fiscal
               year ended November 30, 1990 (File No. 1-1520), and is incorporated
               herein by reference. (12 pages)
               Benefits Restoration Plan for Salaried Employees of GenCorp Inc. and
               Certain Subsidiary Companies as amended and restated effective
               December 1, 1986, was filed as Exhibit G to the Company's Annual
               Report on Form 10-K for the fiscal year ended November 30, 1987
               (File No. 1-1520), and is incorporated herein by reference. (6
               pages)
</TABLE>

 
                                        i

<PAGE>   44
 

<TABLE>
<CAPTION>
   TABLE                                     EXHIBIT                                   EXHIBIT
  ITEM NO.                                 DESCRIPTION                                 LETTER
  --------     --------------------------------------------------------------------    -------
  <C>          <S>                                                                     <C>
               pages)Amendment to the GenCorp Inc. and Participating Subsidiaries
               Stock Incentive Compensation Plan, effective as of April 5, 1987,
               was filed as Exhibit H to the Company's Annual Report on Form 10-K
               for the fiscal year ended November 30, 1987 (File No. 1-1520), and
               is incorporated herein by reference. (6 pages)
               Information relating to the Deferred Bonus Plan of GenCorp Inc. is
               contained in Post-Effective Amendment No. 1 to Form S-8 Registration
               Statement No. 2-83133 dated April 18, 1986 and is incorporated
               herein by reference. (16 pages)
               Amendment to the Deferred Bonus Plan of GenCorp Inc. effective as of
               April 5, 1987, was filed as Exhibit I to the Company's Annual Report
               on Form 10-K for the fiscal year ended November 30, 1987 (File No.
               1-1520), and is incorporated herein by reference. (3 pages)
               GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors
               effective January 1, 1992 was filed as Exhibit A to the Company's
               Annual Report on Form 10-K for the fiscal year ended November 30,
               1991 (File No. 1-1520) and is incorporated herein by reference. (18
               pages)
               GenCorp Inc. Long-Term Incentive Program effective January 27, 1993
               was filed as Exhibit A to the Company's Annual Report on Form 10-K
               for the fiscal year ended November 30, 1992 (File No. 1-1520) and is
               incorporated herein by reference. (24 pages)
               GenCorp Inc. 1993 Stock Option Plan effective March 31, 1993 was
               filed as Exhibit 4.1 to Form S-8 Registration Statement No. 33-61928
               dated April 30, 1993 and is incorporated herein by reference. (11
               pages)
     11.       STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
               (1 page)............................................................        B
     21.       SUBSIDIARIES OF THE REGISTRANT
               Listing of Subsidiaries (1 page)....................................        C
     23.       CONSENTS OF EXPERTS
               Consent of Ernst & Young is contained on page GC-2 of this Form 10-K
               and is incorporated herein by reference.
     24.       POWER OF ATTORNEY
               Powers of Attorney executed by R. K. Jaedicke, P. X. Kelley, R. D.
               Kunisch, J. Lafontant-Mankarious, J. M. Osterhoff, R. B. Pipes, P.
               J. Phoenix, H. A. Shaw III, and J. R. Stover, Directors of the
               Company. (9 pages)..................................................        D
               The Company will supply copies of any of the foregoing exhibits to
               any shareholder upon receipt of a written request addressed to
               GenCorp Inc., 175 Ghent Road, Fairlawn, Ohio
               44333-3300 -- Attention: Secretary, and payment of $1 per page to
               help defray the costs of handling, copying and return postage.
</TABLE>

 
                                       ii





<PAGE>   1
 
                                                                       EXHIBIT A
 
                                          October 15, 1993
 
Mr. John B. Yasinsky
503 West Manor Drive
Pittsburgh, PA 15238
 
Dear John:
 
     I am delighted that you will be joining GenCorp. We are excited about you
and Marlene becoming part of the GenCorp family. This will confirm our
understanding concerning, and further define, the terms and conditions of your
employment with GenCorp.
 
          1. You will initially be employed as the President and Chief Operating
     Officer ("President"). In this capacity, you will devote your full time and
     efforts to the performance of those duties customarily and usually
     performed by the President, subject at all times to the direction of the
     Chairman and Chief Executive Officer ("Chairman") and the Board of
     Directors ("Directors"). At their next meeting, the Directors will elect
     you as a corporate officer and as a Director.
 
          2. We anticipate that the Directors will elect you Chairman and Chief
     Executive Officer ("Chairman") of GenCorp at or before the July 1995
     meeting of Directors. If the Directors remove you as President prior to
     such meeting or fail to elect you Chairman at or before such meeting, or
     if, after electing you as Chairman, remove you from such position prior to
     your attaining age 65, you may elect to terminate your employment
 and
     receive the termination payment specified in paragraph 3 and the
     supplemental pension specified in paragraph 8. The preceding sentence
     notwithstanding, you shall not be entitled to either the termination
     payment specified in paragraph 3 or the supplemental pension specified in
     paragraph 8 if the Directors decide to remove you as either President or
     Chairman or not to elect you Chairman for or due to cause. As used herein,
     "cause" means any willful (i) failure to follow any instruction or policy
     of GenCorp, the Directors, or the Chairman, (ii) commission of any felony,
     (iii) falsification of any company document or (iv) act committed to
     provoke dismissal.
 
          3. The term of your employment will be indefinite in duration and,
     therefore, subject to termination at will by notice from you or GenCorp.
     However, if GenCorp elects to terminate your employment before you reach
     age 65 for any reason except cause or you elect to terminate your
     employment due to any decision of the Directors which is specified in
     paragraph 2 and which is not based on or due to cause, GenCorp will pay you
     an amount equal to two times the sum of (i) your annual base salary at the
     time of such termination and (ii) the year-end bonus which GenCorp paid to
     you in respect of the last fiscal year preceding such termination; provided
     that you execute and deliver to GenCorp a release of all claims and/or
     causes of action that arise during or in connection with the termination of
     your employment, except claims (i) to the termination payment specified in
     this paragraph 3, the supplemental pension specified in paragraph 8, and
     any other payment herein specified, and (ii) under any stock option awarded
     to you or any employee compensation and/or benefit plan of GenCorp.
 
          4. GenCorp will pay you as President annual compensation comprising a
     base salary and a year-end bonus, which amounts are subject to adjustment
     on an annual basis. Your initial annual base salary as President will be
     $460,000 per year and will be payable in twenty-four semi-monthly
     installments in accordance with GenCorp's normal pay practices.
     Additionally, your initial year-end bonus for fiscal year 1994 will be not
     less than $200,000, which will be payable by February 1, 1995 in accordance
     with GenCorp's normal pay practices.
 
          5. After commencement of your employment with GenCorp, GenCorp will
             pay you the following amounts:
 
             (a) a one-time payment of $300,000 to compensate you for loss of
        any bonus payment by Westinghouse Electric, Inc. ("Westinghouse"). Such
        payment will be reduced by the amount of any

<PAGE>   2
 
        bonus payment which you receive from Westinghouse for services performed
        in 1993. Such payment, if any, will be made prior to March 1, 1994.
 
             (b) A one-time payment of $500,000 to compensate you for any other
        payments, benefits, or entitlements which you may lose or forfeit under
        any employee compensation or benefit plan or program of Westinghouse,
        including but not limited to any bonus, long-term incentive
        compensation, pension, stock option or other plan of Westinghouse. Such
        payment will be made promptly after commencement of your employment with
        GenCorp.
 
        The payments specified in this paragraph 5 are in lieu of any and all
        rights, benefits, and entitlements which you may lose or forfeit due to
        the termination of your employment with Westinghouse and GenCorp will
        have no obligation to make any other payment to you in respect thereof.
 
          6. Concurrent with commencement of your employment with GenCorp, the
     Directors will grant you an award of 100,000 shares under GenCorp's 1993
     Stock Option Plan. Such award will be effective as of the first day of your
     employment and the share price will be based on the market price of
     GenCorp's shares on the date of the award as provided in the 1993 Stock
     Option Plan.
 
          7. As President, you will be eligible to participate in GenCorp's Long
     Term Incentive Program (a copy of which is enclosed herewith) and you will
     be deemed to be a participant therein during the entire 1993-1995
     performance period. As you know, each performance period comprises three
     consecutive years. If GenCorp achieves specified performance targets, you
     would be entitled to receive an incentive payment equal to approximately
     30% of your average annual compensation during the performance period.
     However, such payments cannot exceed 60% of your average annual
     compensation during any such period.
 
          8. You will be entitled to participate in GenCorp's Pension Plan for
     Salaried Employees ("Pension Plan") and, in addition, you will be eligible
     to receive a supplemental pension as set forth in this paragraph.
 
             (a) For purposes of calculating your supplemental pension, you
        shall be credited with 30 years of service upon commencement of your
        employment and you will receive one additional year of credit for each
        year of service that you complete following commencement of your
        employment with GenCorp.
 
             (b) Your supplemental pension will be an annual amount which is
        determined as a single-life annuity commencing at age 65 in the manner
        provided in the Pension Plan and is equal to the number of your total
        years of credited service multiplied by 1.47% of your average annual
        compensation, reduced by the sum of any and all pension payments
        (determined for this purpose as the actuarial equivalent single-life
        annuity) (i) which GenCorp makes to you or to which you are entitled
        under any other pension plan of GenCorp, whether qualified or
        non-qualified (including GenCorp's Benefits Restoration Plan), and (ii)
        which Westinghouse makes to you or to which you would be entitled under
        any pension plan of Westinghouse, whether qualified or non-qualified,
        assuming retirement at the same time as your retirement from GenCorp.
        For this purpose, "average annual compensation" means the sum of (x)
        one-fifth of the aggregate base salary paid to you during the 60 months
        (consecutive or non-consecutive) in the 120-month period prior to your
        retirement (including employment at Westinghouse), during which your
        base salary was the highest, plus (y) the average of your five highest
        year-end bonus payments in the 10-year period prior to your retirement
        (including employment at Westinghouse).
 
             (c) You shall be entitled to retire at any time after your
        sixty-second birthday without any reduction in the amount of your
        supplemental pension due to retirement prior to age 65. If you retire
        prior to age 62, the amount of your supplemental pension shall be
        reduced by 0.4 percent for each month by which your pension commencement
        date precedes your sixty-second birthday and in a manner consistent with
        the Pension Plan.
 
                                       A-2

<PAGE>   3
 
             (d) Your supplemental pension will be payable monthly at the same
        time and in the same manner that pensions are paid under the Pension
        Plan. Each monthly payment shall be 1/12 of the annual amount determined
        pursuant to subparagraphs (b) and (c). Additionally, you may elect
        payment of the supplemental pension in the form of (i) a single-sum
        amount or (ii) a 100% or 50% joint and survivor annuity, with your wife
        as the joint annuitant. Either of such optional forms of payment shall
        be the actuarial equivalent of the monthly pension amount, calculated in
        accordance with the terms and procedures applicable under the Pension
        Plan.
 
             (e) If you die before electing a joint and survivor annuity,
        whether or not you have attained age 62, GenCorp will pay the
        supplemental pension to your surviving wife for her life, calculated as
        if you had attained age 62, retired, and elected a joint and 100%
        survivor annuity on the last day of the month prior to your death.
 
             (f) If you become totally disabled and unable to perform your
        duties as President or Chairman, GenCorp shall pay you a monthly
        disability benefit equal to 60% of your base monthly salary until you
        reach age 62, at which time you shall be eligible to retire and receive
        the supplemental pension under the terms of this paragraph. However,
        such disability benefit shall be reduced by the amount of any disability
        benefit payments which you are entitled to receive under federal laws
        until such time as you retire.
 
          9. You will be eligible to participate in GenCorp's Benefit
     Restoration Plan which is designed to restore benefits under the Pension
     Plan and the GenCorp Savings Plan which a participant otherwise would lose
     as a result of limitations imposed by the Internal Revenue Code.
 
          10. GenCorp will pay or reimburse you for relocation expenses which
     you incur pursuant to GenCorp's Relocation Program, including assistance on
     the sale of your residence, transportation of household goods, and purchase
     of a residence in the greater Akron/Cleveland area. A copy of this Program
     is being sent to you under separate cover.
 
          11. You will be entitled to four weeks paid vacation during each year
     of your employment. Any unused vacation may not be carried forward nor will
     you be entitled to receive pay in lieu of any unused vacation. In 1993, the
     period December 27 through December 31 will be company-paid holidays. If
     necessary to meet your previous family commitment, additional vacation days
     will be available to you during this holiday period.
 
          12. During your employment, GenCorp will provide for your business and
     personal use a U.S. manufactured automobile which you may select. Personal
     use will be calculated in accordance with GenCorp's established practice
     and treated as income to you.
 
          13. GenCorp has entered into an agreement with AYCO to provide
     individual financial counseling for its corporate officers. This
     arrangement will be available to you on a cost-sharing basis. If you elect
     to participate, your cost will be 10% of the annual fees charged by AYCO.
     The first year total charge is estimated to be $10,080. AYCO is currently
     charging $5,040 for subsequent years. You will have an imputed income
     liability for the company-paid 90%. You may be able to offset this expense
     if you are able to itemize deductions for these financial counseling
     services. Consult your personal tax advisor for information regarding
     deductibility.
 
          14. Building and maintaining business relationships with community
     leaders, customers, and suppliers is an important function which the
     President is expected to perform. GenCorp will pay or reimburse you for
     membership fees and dues at a local country club for your business and
     personal use. In addition, GenCorp will reimburse you for the one-time cost
     of purchasing from Westinghouse the surety bond for the Pittsburgh Field
     Club membership. All such payments and reimbursements will be treated as
     personal income to you in accordance with and as required by law.
 
          15. GenCorp will provide you the opportunity to receive a physical
     examination at the Greenbrier Clinic or any other qualified medical center
     that you may select. The frequency and extent of any such examination will
     be pursuant and subject to the provisions of GenCorp's Executive Physical
     Directive.
 
                                       A-3

<PAGE>   4
 
          16. You will be eligible to participate in the GenCorp Savings Plan
     which provides matching contributions equal to 75% of the first six percent
     of a participant's contributions from base salary and year-end bonus
     compensation. The Savings Plan allows supplemental contributions from
     eligible compensation on a pre-tax and after-tax basis. The contribution
     rate may be limited by certain restrictions imposed by the Internal Revenue
     Code. All matching contributions vest immediately.
 
          17. In addition to the above-mentioned employee benefit plans, you
     will be eligible to participate in the other employee benefit plans which
     GenCorp has established for its salaried employees (in each case, subject
     to and in accordance with the provisions of the applicable plan), including
     the following:
 
               - Comprehensive Health Care
               - Dental Care
               - Life Insurance
               - Supplemental Group Universal Life Insurance
               - Long Term Disability Insurance
 
        Nothing herein will be deemed to preclude GenCorp from changing or
        terminating any employee benefit plan, program, or practice applicable
        to you and other employees or require GenCorp to employ you for any
        specific period of time. Participation in some of these plans is
        voluntary and requires employee contributions.
 
          18. The provisions herein contained are in lieu of a severance
     agreement of the type which GenCorp heretofore has entered into with its
     executive officers to provide certain severance payments in the event of
     any "change in control" of GenCorp (as defined in such severance
     agreement). However, if any such change in control occurs after
     commencement of your employment, you may exercise any right of termination
     provided in paragraph 2, if any. Additionally, if GenCorp breaches any
     material obligation hereunder after any such change in control, you may
     terminate this agreement and receive the termination payment specified in
     paragraph 2 and the supplemental pension specified in paragraph 8.
 
     If the foregoing meets with your understanding and approval, please
acknowledge by executing and returning to me the enclosed copy. Following that,
I will submit this agreement to the Directors as soon as possible. Upon their
approval, the agreement will then become effective.
 
                                          Yours truly,
 
                                          GENCORP INC.
 
                                          By 
                                             ---------------------------------
                                                    A. William Reynolds
 
Enclosure
 
Approved and accepted this
  day of             , 1993.



- ---------------------------- 
         John B. Yasinsky
 
copy: H. A. Shaw,
Chairman of the Nominating
Committee
 
                                       A-4



<PAGE>   1
 
                                                                       EXHIBIT B
 
                                  GENCORP INC.
 
                    COMPUTATION OF EARNINGS PER COMMON SHARE
 

<TABLE>
<CAPTION>
                                                                 YEARS ENDED NOVEMBER 30,
                                                               ----------------------------
                                                                1993       1992       1991
                                                               ------     ------     ------
<S>                                                            <C>        <C>        <C>
EARNINGS (Dollars in Millions)
Net income for Primary Earnings Per Share..................     $42.8      $22.1      $31.7
Tax Affected Interest Expense Applicable to 8% Convertible
  Subordinated Debentures..................................       5.5        1.9         --
                                                               ------     ------     ------
Net Income for Fully Diluted Earnings Per Share............     $48.3      $24.0      $31.7
                                                                =====      =====      =====
SHARES (In Thousands)
Weighted Average Number of Common Shares Outstanding for
  Primary Earnings Per Share...............................    31,730     31,729     31,730
Assuming Conversion of 8% Convertible Subordinated
  Debentures...............................................     7,158      2,470         --
                                                               ------     ------     ------
Weighted Average Number of Common Shares Outstanding for
  Fully Diluted Earnings Per Share.........................    38,888     34,199     31,730
                                                               ======     ======     ======
EARNINGS PER SHARE
Primary Earnings Per Share.................................     $1.35       $.70      $1.00
Fully Diluted Earnings Per Share...........................     $1.24       $.70      $1.00
</TABLE>






<PAGE>   1
 
                                                                       EXHIBIT C
 
                    LISTING OF GENCORP INC. SUBSIDIARIES(1)
 

<TABLE>
<CAPTION>
                                                                         STATE OR       PERCENTAGE
                                                                      JURISDICTION OF   OF VOTING
                                                                       INCORPORATION    OWNERSHIP
                                                                      ---------------   ----------
<S>                                                                   <C>               <C>
Aerojet-General Corporation(2)......................................  Ohio                 100.
  Aerojet Ordnance Tennessee, Inc...................................  Tennessee            100.
  Chemical Construction Corporation.................................  Delaware             100.
  General Applied Science Laboratories, Inc.........................  New York             100.
GenCorp International...............................................  Ohio                 100.
  Penn Racquet Sports Co. (Ireland).................................  Ireland              100.
  Penn Europe GmbH..................................................  Germany              100.
  GenCorp Polymer Products S.A.R.L..................................  France               100.
GenCorp Canada Inc..................................................  Canada               100.
RKO General, Inc....................................................  Delaware             100.
RKO Hotel Group, Inc................................................  Delaware             100.
RKO Hotels, Inc.....................................................  Delaware             100.
Genco Insurance Limited.............................................  Bermuda              100.
GenCorp Export Corporation..........................................  Virgin Islands       100.
GenCorp Investment Management, Inc..................................  Ohio                 100.
GKK Automotive Co., Ltd.............................................  Ohio                  60.
GT Automotive Co., Ltd..............................................  Ohio                  60.
                                                                                          -----
</TABLE>

 
- ---------------
(1) GenCorp Inc. conducts business using the names GenCorp, GenCorp Automotive
    and GenCorp Polymer Products.
 
(2) Aerojet-General Corporation conducts business using the names Aerojet ASRM
    Division, Aerojet Electronic Systems Division, Aerojet Ordnance Division and
    Aerojet Propulsion Division.





<PAGE>   1
 
                                                                       EXHIBIT D
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of GenCorp
Inc. hereby constitutes and appoints C. R. Ennis and E. R. Dye, and each of them
(each with full power to act alone), his true and lawful attorneys-in-fact and
agents, will full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Annual Report on
Form 10-K of GenCorp Inc. for the fiscal year ended November 30, 1993 on his
behalf, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney expires March 1, 1994.
 
                                                    /s/  R.K. JAEDICKE
                                                    --------------------------  
                                                         R.K. Jaedicke
 
Dated:  January 26, 1994

<PAGE>   2
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
 of GenCorp
Inc. hereby constitutes and appoints C. R. Ennis and E. R. Dye, and each of them
(each with full power to act alone), his true and lawful attorneys-in-fact and
agents, will full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Annual Report on
Form 10-K of GenCorp Inc. for the fiscal year ended November 30, 1993 on his
behalf, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney expires March 1, 1994.
 
                                                  /s/  P.X. KELLEY
                                                  ----------------------------
                                                       P.X. Kelley, Director
 
Dated:  January 26, 1994
 
                                       D-2

<PAGE>   3
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of GenCorp
Inc. hereby constitutes and appoints C. R. Ennis and E. R. Dye, and each of them
(each with full power to act alone), his true and lawful attorneys-in-fact and
agents, will full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Annual Report on
Form 10-K of GenCorp Inc. for the fiscal year ended November 30, 1993 on his
behalf, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney expires March 1, 1994.
 
                                             /s/  R.D. KUNISCH        
                                                  -----------------------------
                                                  R.D. Kunisch, Direcor
 
Dated:  January 26, 1994
 
                                       D-3

<PAGE>   4
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of GenCorp
Inc. hereby constitutes and appoints C. R. Ennis and E. R. Dye, and each of them
(each with full power to act alone), his true and lawful attorneys-in-fact and
agents, will full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Annual Report on
Form 10-K of GenCorp Inc. for the fiscal year ended November 30, 1993 on his
behalf, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney expires March 1, 1994.
 
                                       /s/  J. LAFONTANT-MANKARIOUS
                                            -----------------------------------
                                            J. Lafontant-Mankarious, Director
 
Dated:  January 26, 1994
 
                                       D-4

<PAGE>   5
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of GenCorp
Inc. hereby constitutes and appoints C. R. Ennis and E. R. Dye, and each of them
(each with full power to act alone), his true and lawful attorneys-in-fact and
agents, will full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Annual Report on
Form 10-K of GenCorp Inc. for the fiscal year ended November 30, 1993 on his
behalf, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney expires March 1, 1994.
 
                                            /s/  J.M. OSTERHOFF
                                                 ------------------------------
                                                 J.M. Osterhoff, Director
 
Dated:  January 26, 1994
 
                                       D-5

<PAGE>   6
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of GenCorp
Inc. hereby constitutes and appoints C. R. Ennis and E. R. Dye, and each of them
(each with full power to act alone), his true and lawful attorneys-in-fact and
agents, will full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Annual Report on
Form 10-K of GenCorp Inc. for the fiscal year ended November 30, 1993 on his
behalf, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney expires March 1, 1994.
 
                                             /s/  P.J. PHOENIX
                                                  -----------------------------
                                                  P.J. Phoenix, Director
 
Dated:  January 26, 1994
 
                                       D-6

<PAGE>   7
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of GenCorp
Inc. hereby constitutes and appoints C. R. Ennis and E. R. Dye, and each of them
(each with full power to act alone), his true and lawful attorneys-in-fact and
agents, will full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Annual Report on
Form 10-K of GenCorp Inc. for the fiscal year ended November 30, 1993 on his
behalf, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney expires March 1, 1994.
 
                                              /s/  R.B. PIPES
                                                   ----------------------------
                                                   R.B. Pipes, Director
 
Dated:  January 26, 1994
 
                                       D-7

<PAGE>   8
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of GenCorp
Inc. hereby constitutes and appoints C. R. Ennis and E. R. Dye, and each of them
(each with full power to act alone), his true and lawful attorneys-in-fact and
agents, will full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Annual Report on
Form 10-K of GenCorp Inc. for the fiscal year ended November 30, 1993 on his
behalf, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney expires March 1, 1994.
             
                                              /s/  H.A. SHAW
                                                   ----------------------------
                                                   H.A. Shaw, Director
 
Dated:  January 28, 1994
 
                                       D-8

<PAGE>   9
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of GenCorp
Inc. hereby constitutes and appoints C. R. Ennis and E. R. Dye, and each of them
(each with full power to act alone), his true and lawful attorneys-in-fact and
agents, will full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Annual Report on
Form 10-K of GenCorp Inc. for the fiscal year ended November 30, 1993 on his
behalf, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney expires March 1, 1994.
 
                                             /s/  J.R. STOVER
                                                  ------------------------------
                                                  J.R. Stover, Director
 
Dated:  January 26, 1994
 
                                       D-9