6-K - MGA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington**,D.C. 20549**

FORM 6-K

Report of Foreign Private Issuer Pursuant toRule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

****For the month of November 2022

CommissionFile Number 001-11444

MAGNA INTERNATIONAL INC.

(Exact Name of Registrant as specified in its Charter)

337 Magna Drive**, Aurora, Ontario, Canada L4G 7K1**

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ¨ Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SIGNATURES

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

Date: November 4,<br> 2022	MAGNA INTERNATIONAL INC.
	(Registrant)
	By:	/s/ “Bassem Shakeel”
		Bassem A. Shakeel,
		Vice-President and Corporate Secretary

EXHIBITS

Exhibit 99.1	Press release issued November 4, 2022, in which the Registrant announced its interim unaudited financial results for the three-month<br>and nine-month periods ended September 30, 2022, and declared a quarterly dividend.
Exhibit 99.2	The Third Quarter Report of the Registrant, including its unaudited interim consolidated financial statements and Management's Discussion<br>and Analysis of Results of Operations and Financial Position for the period ended September 30, 2022.
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Exhibit 99.3	Certificate of the Chief Executive Officer of the Registrant, Seetarama (Swamy) Kotagiri, dated November 4, 2022 on Form 52-109F2<br>pursuant to the Canadian Securities Administrators' Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and<br>Interim Filings.
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Exhibit 99.4	Certificate of the Chief Financial Officer of the Registrant, Patrick W.D. McCann, dated November 4, 2022 on Form 52-109F2<br>pursuant to the Canadian Securities Administrators' Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and<br>Interim Filings.
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Exhibit 99.1

PRESS RELEASE
MAGNA ANNOUNCES<br> THIRD QUARTER 2022 RESULTS
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·	Sales<br> increased 17% to $9.3 billion, compared to a global light vehicle production increase of<br> 24%
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·	Excluding foreign currency translation and acquisitions net of divestitures, sales increased 27%
·	Diluted<br> earnings per share and adjusted diluted earnings per share increased to $1.00 and $1.07,<br> respectively, compared to $0.04 and $0.56 last year
·	Returned<br> $305 million to shareholders through share repurchases and dividends
·	Reduced<br> outlook mainly reflects expected lower vehicle production in North America and Europe and<br> higher operating inefficiencies

AURORA, Ontario, November 4, 2022 — Magna International Inc. (TSX: MG; NYSE: MGA) today reported financial results for the third quarter ended September 30, 2022.

	THREE MONTHS<br> ENDED<br><br> SEPTEMBER 30,				NINE MONTHS<br> ENDED<br><br> SEPTEMBER 30,
	2022		2021		2022		2021
Reported
Sales	$	9,268	$	7,919	$	28,272	$	27,132
Income from operations before income taxes	$	400	$	27	$	732	$	1,372
Net income attributable to Magna International Inc.	$	289	$	11	$	497	$	1,050
Diluted earnings per share	$	1.00	$	0.04	$	1.70	$	3.46
Non-GAAP Financial Measures^(1)^
Adjusted EBIT	$	441	$	229	$	1,306	$	1,556
Adjusted diluted earnings per share	$	1.07	$	0.56	$	3.19	$	3.83

All results are reported in millions of U.S. dollars, except per share figures, which are in U.S. dollars

(1)	Adjusted EBIT and Adjusted<br> diluted earnings per share are Non-GAAP financial measures that have no standardized meaning<br> under U.S. GAAP, and as a result may not be comparable to the calculation of similar measures<br> by other companies. A reconciliation of these Non-GAAP financial measures is included in<br> the back of this press release.
MAGNA ANNOUNCES THIRD QUARTER 2022 RESULTS	CONNECT WITH MAGNA	1
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“In the third quarter, we managed through an operating environment that remains challenged by ongoing production schedule volatility and elevated energy costs in Europe. We continue to take steps to address the short-term industry turbulence as well as operating inefficiencies at certain facilities, while remaining focused on our go-forward strategy and value creation.”<br><br><br><br><br> <br>- Swamy Kotagiri, Magna’s Chief Executive Officer
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THREE MONTHSENDED SEPTEMBER 30, 2022

On a consolidated basis, we posted sales of $9.3 billion for the third quarter of 2022, an increase of 17% over the third quarter of 2021, compared to global light vehicle production that increased 24%. Excluding the impact of foreign currency translation and acquisitions net of divestitures, sales increased 27%.

Adjusted EBIT increased to $441 million in the third quarter of 2022 compared to $229 million in the third quarter of 2021. The increase mainly reflected earnings on higher sales, higher favourable commercial settlements and a $45 million provision on engineering service contracts with the automotive unit of Evergrande in the third quarter of 2021, partially offset by higher net production input costs and operating inefficiencies at a facility in Europe.

Income from operations before income taxes increased to $400 million for the third quarter of 2022 compared to $27 million in the third quarter of 2021. Included in income from operations before income taxes were other expense, net items totaling $23 million and $180 million in the third quarters of 2022 and 2021, respectively. Excluding other expense, net from both periods, income from operations before income taxes increased $216 million in the third quarter of 2022 compared to the third quarter of 2021.

Net income attributable to Magna International Inc. was $289 million for the third quarter of 2022 compared to $11 million in the third quarter of 2021. Included in net income attributable to Magna International Inc. were other expense, net items totaling $19 million after tax and income attributable to non-controlling interests in the third quarter of 2022, compared to $159 million after tax and loss attributable to non-controlling interests in the third quarter of 2021. Excluding other expense, net after tax from both periods, net income attributable to Magna International Inc. increased $138 million in the third quarter of 2022 compared to the third quarter of 2021.

Diluted earnings per share was $1.00 in the third quarter of 2022, compared to $0.04 in the comparable period. Adjusted diluted earnings per share was $1.07 compared to $0.56 for the third quarter of 2021.

In the third quarter of 2022, we generated cash from operations before changes in operating assets and liabilities of $591 million and used $353 million in operating assets and liabilities. Investment activities for the third quarter of 2022 included $364 million in fixed asset additions, $125 million in investments, other assets and intangible assets and $25 million in private equity investments.

MAGNA ANNOUNCES THIRD QUARTER 2022 RESULTS	CONNECT WITH MAGNA	2

NINE MONTHSENDED SEPTEMBER 30, 2022

We posted sales of $28.3 billion for the nine months ended September 30, 2022, an increase of 4% over the nine months ended September 30, 2021. This compares to global light vehicle production which increased 6% in the first nine months of 2022 compared to the first nine months of 2021. Excluding the impact of foreign currency translation and divestitures net of acquisitions, sales increased by 11% for the nine months ended September 30, 2022.

During the nine months ended September 30, 2022, income from operations before income taxes was $732 million, net income attributable to Magna International Inc. was $497 million and diluted earnings per share was $1.70, compared to $1.4 billion, $1.1 billion and $3.46, respectively, in the first nine months of 2021.

During the nine months ended September 30, 2022, Adjusted EBIT decreased to $1.3 billion and adjusted diluted earnings per share decreased to $3.19.

During the nine months ended September 30, 2022, we generated cash from operations before changes in operating assets and liabilities of $1.9 billion and invested $1.1 billion in operating assets and liabilities. Investment activities for the first nine months of 2022 included $931 million in fixed asset additions, $269 million in investments, other assets and intangible assets and $29 million in public and private equity investments.

RETURN OF CAPITAL

During the three months ended September 30, 2022, we paid $125 million in dividends and $180 million to repurchase 3.1 million shares, substantially for cancellation.

Our Board of Directors declared a third quarter dividend of $0.45 per Common Share, payable on December 2, 2022 to shareholders of record as of the close of business on November 18, 2022.

Subject to approval by the Toronto Stock Exchange and New York Stock Exchange, our Board of Directors approved a new Normal Course Issuer Bid (“NCIB”) to purchase up to 28.4 million of our Common Shares, representing approximately 10% of our public float of Common Shares. This NCIB is expected to commence on November 15, 2022 and will terminate one year later.

MAGNA ANNOUNCES THIRD QUARTER 2022 RESULTS	CONNECT WITH MAGNA	3

SEGMENT SUMMARY

	For the<br> three months ended September 30,
	Sales									Adjusted<br> EBIT
($Millions unless otherwise noted)	2022			2021			Change			2022			2021		Change
Body Exteriors & Structures	$	3,976		$	3,185		$	791		$	225		$	98	$	127
Power & Vision		2,911			2,501			410			117			67		50
Seating Systems		1,295			1,123			172			35			22		13
Complete Vehicles		1,213			1,255			(42	)		65			30		35
Corporate and Other		(127	)		(145	)		18			(1	)		12		(13	)
Total Reportable Segments	$	9,268		$	7,919		$	1,349		$	441		$	229	$	212
	For the three<br>months ended September 30,
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	Adjusted EBITas a percentage of sales
	2022			2021			Change
Body Exteriors & Structures		5.7	%		3.1	%		2.6	%
Power & Vision		4.0	%		2.7	%		1.3	%
Seating Systems		2.7	%		2.0	%		0.7	%
Complete Vehicles		5.4	%		2.4	%		3.0	%
Consolidated Average		4.8	%		2.9	%		1.9	%
	For the<br> nine months ended September 30,
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	Sales									Adjusted<br> EBIT
($Millions unless otherwise noted)	2022			2021			Change			2022		2021		Change
Body Exteriors & Structures	$	12,000		$	10,857		$	1,143		$	645	$	652	$	(7	)
Power & Vision		8,845			8,538			307			362		567		(205	)
Seating Systems		3,924			3,592			332			86		103		(17	)
Complete Vehicles		3,891			4,595			(704	)		178		189		(11	)
Corporate and Other		(388	)		(450	)		62			35		45		(10	)
Total Reportable Segments	$	28,272		$	27,132		$	1,140		$	1,306	$	1,556	$	(250	)
	For the nine<br>months ended September 30,
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	Adjusted EBITas a percentage of sales
	2022			2021			Change
Body Exteriors & Structures		5.4	%		6.0	%		(0.6	)%
Power & Vision		4.1	%		6.6	%		(2.5	)%
Seating Systems		2.2	%		2.9	%		(0.7	)%
Complete Vehicles		4.6	%		4.1	%		0.5	%
Consolidated Average		4.6	%		5.7	%		(1.1	)%

For further details on our segment results, please see our Management’s Discussion and Analysis of Results of Operations and Financial Position and our Interim Financial Statements.

MAGNA ANNOUNCES THIRD QUARTER 2022 RESULTS	CONNECT WITH MAGNA	4

2022 OUTLOOK

We first disclose a full-year Outlook annually in February, with quarterly updates. The following Outlook is an update to our previous Outlook in July 2022.

Updated 2022Outlook Assumptions

	Current	Previous
Light Vehicle Production (millions of units)
North America	14.5	14.7
Europe	16.0	16.4
China	25.5	24.4
Average Foreign exchange rates:
1 Canadian dollar equals	U.S. $0.767	U.S. $0.783
1 euro equals	U.S. $1.043	U.S. $1.052

Updated 2022Outlook

	Current	Previous
Segment Sales
Body Exteriors &<br> Structures	$16.0 - $16.4 billion	$16.0 - $16.6 billion
Power & Vision	$11.6 - $11.9 billion	$11.7 - $12.1 billion
Seating Systems	$5.2 - $5.4 billion	$5.3 - $5.6 billion
Complete Vehicles	$5.0 - $5.2 billion	$5.1 - $5.4 billion
Total Sales	$37.4 - $38.4 billion	$37.6 - $39.2 billion
Adjusted<br> EBIT Margin^(2)^	4.8% - 5.0%	5.0% - 5.4%
Equity Income (included in EBIT)	$75 - $100 million	$70 - $100 million
Interest Expense, net	Approximately $80 million	Approximately $80 million
Income<br> Tax Rate^(3)^	Approximately 21%	Approximately 21%
Net<br> Income attributable to Magna^(4)^	$1.3 - $1.4 billion	$1.3 - $1.5 billion
Capital Spending	Approximately $1.7 billion	Approximately $1.8 billion

Notes:

^(2)^ Adjusted EBIT Margin is the ratio of Adjusted EBIT to Total Sales

^(3)^ The Income Tax Rate has been calculated using Adjusted EBIT and is based on current tax legislation

^(4)^ Net Income attributable to Magna represents Net Income excluding Other expense (income), net

Our Outlook is intended to provide information about management's current expectations and plans and may not be appropriate for other purposes. Although considered reasonable by Magna as of the date of this document, the 2022 Outlook above and the underlying assumptions may prove to be inaccurate. Accordingly, our actual results could differ materially from our expectations as set forth herein. The risks identified in the “Forward-Looking Statements” section below represent the primary factors which we believe could cause actual results to differ materially from our expectations.

MAGNA ANNOUNCES THIRD QUARTER 2022 RESULTS	CONNECT WITH MAGNA	5

Key Driversof Our Business

Our operating results are primarily dependent on the levels of North American, European and Chinese car and light truck production by our customers. While we supply systems and components to every major original equipment manufacturer (“OEM”), we do not supply systems and components for every vehicle, nor is the value of our content consistent from one vehicle to the next. As a result, customer and program mix relative to market trends, as well as the value of our content on specific vehicle production programs, are also important drivers of our results.

OEM production volumes are generally aligned with vehicle sales levels and thus affected by changes in such levels. Aside from vehicle sales levels, production volumes are typically impacted by a range of factors, including: general economic and political conditions; labour disruptions; free trade arrangements; tariffs; relative currency values; commodities prices; supply chains; infrastructure; availability and relative cost of skilled labour; regulatory considerations, including those related to environmental emissions and safety standards; and other factors. Additionally, COVID-19 can impact vehicle production volumes, including through: mandatory stay-at-home orders which restrict production; elevated employee absenteeism; and supply chain disruptions.

Overall vehicle sales levels are significantly affected by changes in consumer confidence levels, which may in turn be impacted by consumer perceptions and general trends related to the job, housing and stock markets, as well as other macroeconomic and political factors. Other factors which typically impact vehicle sales levels and thus production volumes include: interest rates and/or availability of credit; fuel and energy prices; relative currency values; regulatory restrictions on use of vehicles in certain megacities; and other factors. Additionally, COVID-19 can impact vehicle sales, including through mandatory stay-at-home orders which restrict operations of car dealerships, as well as through deterioration in consumer confidence.

MAGNA ANNOUNCES THIRD QUARTER 2022 RESULTS	CONNECT WITH MAGNA	6

NON-GAAP FINANCIAL MEASURES RECONCILIATION

AdjustedEBIT

The following table reconciles net income to Adjusted EBIT:

	Forthe three months endedSeptember 30,
	2022		2021
Net income	$	296	$	17
Add:
Interest expense, net		18		22
Other expense, net		23		180
Income taxes		104		10
Adjusted EBIT	$	441	$	229

AdjustedEBIT as a percentage of sales (“Adjusted EBIT margin”)

Adjusted EBIT as a percentage of sales is calculated in the table below:

	Forthe three months ended September 30,
	2022			2021
Sales	$	9,268		$	7,919
Adjusted EBIT	$	441		$	229
Adjusted EBIT as a percentage of sales		4.8	%		2.9	%

Adjusteddiluted earnings per share

The following table reconciles net income attributable to Magna International Inc. to Adjusted diluted earnings per share:

	Forthe three months endedSeptember 30,
	2022			2021
Net income attributable to Magna International Inc.	$	289		$	11
Add (deduct):
Other expense, net		23			180
Tax effect on Other<br>expense, net		(4	)		(21	)
Adjusted net income attributable to Magna International Inc.	$	308		$	170
Diluted weighted average number of Common<br>Shares outstanding during the period (millions):		288.5			302.6
Adjusted diluted earnings per share	$	1.07		$	0.56
MAGNA ANNOUNCES THIRD QUARTER 2022 RESULTS	CONNECT WITH MAGNA	7
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NON-GAAPFINANCIAL MEASURES RECONCILIATION

AdjustedEBIT

The following table reconciles net income to Adjusted EBIT:

	Forthe nine months ended September 30,
	2022		2021
Net income	$	530	$	1,075
Add:
Interest expense, net		64		56
Other expense, net		510		128
Income taxes		202		297
Adjusted EBIT	$	1,306	$	1,556

AdjustedEBIT as a percentage of sales (“Adjusted EBIT margin”)

Adjusted EBIT as a percentage of sales is calculated in the table below:

	Forthe nine months endedSeptember 30,
	2022			2021
Sales	$	28,272		$	27,132
Adjusted EBIT	$	1,306		$	1,556
Adjusted EBIT as a percentage of sales		4.6	%		5.7	%

Adjusteddiluted earnings per share

The following table reconciles net income attributable to Magna International Inc. to Adjusted diluted earnings per share:

	For the<br> nine months ended <br> September 30,
	2022			2021
Net income attributable to Magna International<br> Inc.	$	497		$	1,050
Add (deduct):
Other expense, net		510			128
Tax effect on<br> Other expense, net		(73	)		(16	)
Adjusted net income attributable to Magna International Inc.	$	934		$	1,162
Diluted weighted average number of Common<br> Shares outstanding during the period (millions):		292.8			303.2
Adjusted diluted earnings per share	$	3.19		$	3.83
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Certain of the forward-looking financial measures above are provided on a Non-GAAP basis. We do not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. To do so would be potentially misleading and not practical given the difficulty of projecting items that are not reflective of on-going operations in any future period. The magnitude of these items, however, may be significant.

This press release together with our Management’s Discussion and Analysis of Results of Operations and Financial Position and our Interim Financial Statements are available in the Investor Relations section of our website at www.magna.com/company/investors and filed electronically through the System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com as well as on the United States Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR), which can be accessed at www.sec.gov.

We will hold a conference call for interested analysts and shareholders to discuss our third quarter ended September 30, 2022 results on Friday, November 4, 2022 at 8:00 a.m. ET. The conference call will be chaired by Swamy Kotagiri, Chief Executive Officer. The number to use for this call from North America is 1-800-926-5068. International callers should use 1-416-620-9188. Please call in at least 10 minutes prior to the call start time. We will also webcast the conference call at www.magna.com. The slide presentation accompanying the conference call as well as our financial review summary will be available on our website Friday prior to the call.

TAGS

Quarterly earnings, financial results, vehicle production

INVESTOR CONTACT

Louis Tonelli, Vice-President, Investor Relations

louis.tonelli@magna.com │ 905.726.7035

MEDIA CONTACT

Tracy Fuerst, Vice-President, Corporate Communications & PR

tracy.fuerst@magna.com │ 248.761.7004

TELECONFERENCE CONTACT

Nancy Hansford, Executive Assistant, Investor Relations

nancy.hansford@magna.com │ 905.726.7108

OUR BUSINESS ^(5)^

Magna is more than one of the world’s largest suppliers in the automotive space. We are a mobility technology company with a global, entrepreneurial-minded team of over 170,000^(6)^ employees and an organizational structure designed to innovate like a startup. With 65+ years of expertise, and a systems approach to design, engineering and manufacturing that touches nearly every aspect of the vehicle, we are positioned to support advancing mobility in a transforming industry. Our global network includes 345 manufacturing operations and 90 product development, engineering and sales centres spanning 28 countries.

For further information about Magna (NYSE:MGA; TSX:MG), please visit www.magna.com or follow us on Twitter @MagnaInt.

^(5)^Manufacturingoperations, product development, engineering and sales centres include certain operations accounted for under the equity method.

^(6)^Numberof employees includes over 160,000 employees at our wholly owned or controlled entities and over 10,000 employees at certain operationsaccounted for under the equity method.

MAGNA ANNOUNCES THIRD QUARTER 2022 RESULTS	CONNECT WITH MAGNA	9

FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking statements"). Any such forward-looking statements are intended to provide information about management's current expectations and plans and may not be appropriate for other purposes. Forward-looking statements may include financial and other projections, as well as statements regarding our future plans, strategic objectives or economic performance, or the assumptions underlying any of the foregoing, and other statements that are not recitations of historical fact. We use words such as "may", "would", "could", "should", "will", "likely", "expect", "anticipate", "believe", "intend", "plan", "aim", "forecast", "outlook", "project", "estimate", "target" and similar expressions suggesting future outcomes or events to identify forward-looking statements. The following table identifies the material forward-looking statements contained in this document, together with the material potential risks that we currently believe could cause actual results to differ materially from such forward-looking statements. Readers should also consider all of the risk factors which follow below the table:

Material Forward-Looking Statement	Material Potential Risks Related to Applicable Forward-Looking Statement
Total<br> Sales Segment Sales	· <br> Supply disruptions, including as a result of the semiconductor chip shortage currently being<br> experienced in the industry; and Russia’s invasion of Ukraine;<br><br> <br>· <br> The impact of the Russian invasion of Ukraine on global economic growth, and industry production volumes, as well as potential disruption<br> of energy supply to Western European operations, particularly natural gas<br><br> <br>· <br> The impact of rising interest rates and availability of credit on consumer confidence and, in turn, vehicle sales and production<br><br> <br><br><br> <br>· <br> The impact of deteriorating vehicle affordability on consumer demand, and in turn vehicle sales and production<br><br> <br>· <br> Concentration of sales with six customers<br><br> <br>· <br> Shifts in market shares among vehicles or vehicle segments<br><br> <br>· <br> Shifts in consumer “take rates” for products we sell
Adjusted<br> EBIT Margin Net Income Attributable to Magna	· <br> Same risks as for Total Sales and Segment Sales above<br><br> <br>· <br> Operational underperformance<br><br> <br>· <br> Higher costs incurred to mitigate the risk of supply disruptions, including: materials price increases; higher-priced substitute<br> supplies; premium freight costs to expedite shipments; production inefficiencies due to production lines being stopped/restarted<br> unexpectedly based on customers’ production schedules; price increases from sub-suppliers that have been negatively impacted<br> by production inefficiencies; and potential claims against us if customer production is disrupted<br><br> <br>· <br> Inability to offset inflationary price increases<br><br> <br>· <br> Price concessions<br><br> <br>· <br> Commodity cost volatility<br><br> <br>· <br> Higher labour costs<br><br> <br>· <br> Tax risks
Equity<br> Income	· <br> Same risks as Adjusted EBIT Margin and Net Income Attributable to Magna<br><br> <br>· <br> Risks related to conducting business through joint ventures
Free<br> Cash Flow	· <br> Same risks as for Total Sales/Segment Sales, and Adjusted EBIT Margin and Net Income Attributable to Magna above

Forward-looking statements are based on information currently available to us and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. While we believe we have a reasonable basis for making any such forward-looking statements, they are not a guarantee of future performance or outcomes. In addition to the factors in the table above, whether actual results and developments conform to our expectations and predictions is subject to a number of risks, assumptions and uncertainties, many of which are beyond our control, and the effects of which can be difficult to predict, including, without limitation:

Risks Related to the Automotive Industry ·   economic cyclicality; ·   regional production volume declines, including as a result of deteriorating vehicle affordability; ·   intense competition; ·   potential restrictions on free trade; ·   trade disputes/tariffs; Customer and Supplier Related Risks ·  concentration of sales with six customers; ·  emergence of potentially disruptive Electric Vehicle OEMs, including risks related to limited revenues/operating history of new OEM entrants; ·  OEM consolidation and cooperation; ·  shifts in market shares among vehicles or vehicle segments; ·  shifts in consumer "take rates" for products we sell; ·  dependence on outsourcing; ·  quarterly sales fluctuations; ·  potential loss of any material purchase orders; ·  a deterioration in the financial condition of our supply base; Manufacturing Operational Risks ·  risks arising from Russia’s invasion of Ukraine and compliance with the sanctions regime imposed in response; ·  impact of the semiconductor chip shortage on OEM production volumes and the efficiency of our operations; ·  supply disruptions, including with respect to semiconductor chips; ·  regional energy shortages and price increases; ·  skilled labour attraction/retention; ·  product and new facility launch risks; ·  operational underperformance; ·  restructuring costs; ·  impairment charges; ·  labour disruptions; ·  risks related to COVID-19; ·  climate change risks; IT Security/Cybersecurity Risk ·  IT/Cybersecurity breach; ·  product Cybersecurity breach;

Pricing Risks ·  inflationary pressures: ·  pricing risks between time of quote and start of production; ·  price concessions; ·  commodity cost volatility; ·  declines in scrap steel/aluminum prices; Warranty / Recall Risks ·  costs related to repair or replacement of defective products, including due to a recall; ·  warranty or recall costs that exceed warranty provision or insurance coverage limits; ·  product liability claims; Acquisition Risks ·  competition for strategic acquisition targets; ·  inherent merger and acquisition risks; ·  acquisition integration risk; Other Business Risks ·  risks related to conducting business through joint ventures; ·  our ability to consistently develop and commercialize innovative products or processes; ·  intellectual property risks; ·  our changing business risk profile as a result of increased investment in electrification and autonomous driving, including: higher R&D and engineering costs, and challenges in quoting for profitable returns on products for which we may not have significant quoting experience; ·  risks of conducting business in foreign markets; ·  fluctuations in relative currency values; ·  tax risks; ·  reduced financial flexibility as a result of an economic shock; ·  changes in credit ratings assigned to us; Legal, Regulatory and Other Risks ·  antitrust risk; ·  legal claims and/or regulatory actions against us; and ·  changes in laws and regulations, including those related to vehicle emissions or made as a result of the COVID-19 pandemic.

In evaluating forward-looking statements or forward-looking information, we caution readers not to place undue reliance on any forward-looking statement. Additionally, readers should specifically consider the various factors which could cause actual events or results to differ materially from those indicated by such forward-looking statements, including the risks, assumptions and uncertainties above which are:

·   discussed under the “Industry Trends and Risks” heading of our Management’s Discussion and Analysis; and

· set out in our Annual Information Form filed with securities commissions in Canada, our annual report on Form 40-F filed with the United States Securities and Exchange commission, and subsequent filings.

Readers should also consider discussion of our risk mitigation activities with respect to certain risk factors, which can be also found in our Annual Information Form.

MAGNA ANNOUNCES THIRD QUARTER 2022 RESULTS	CONNECT WITH MAGNA	10

Exhibit 99.2

Magna International Inc.

Third Quarter Report

2022

MAGNA INTERNATIONAL INC.

Management'sDiscussion and Analysis of Results of Operations and Financial Position

Unless otherwise noted, all amounts in this Management's Discussion and Analysis of Results of Operations and Financial Position ["MD&A"] are in U.S. dollars and all tabular amounts are in millions of U.S. dollars, except per share figures, which are in U.S. dollars. When we use the terms "we", "us", "our" or "Magna", we are referring to Magna International Inc. and its subsidiaries and jointly controlled entities, unless the context otherwise requires.

This MD&A should be read in conjunction with the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2022 included in this Quarterly Report, and the audited consolidated financial statements and MD&A for the year ended December 31, 2021 included in our 2021 Annual Report to Shareholders.

This MD&A may contain statements that are forward looking. Refer to the "Forward-Looking Statements" section in this MD&A for a more detailed discussion of our use of forward-looking statements.

This MD&A has been prepared as at November 3, 2022.

USE OF NON-GAAP FINANCIAL MEASURES

In addition to results presented in accordance with accounting principles generally accepted in the United States of America ["U.S. GAAP"], this report includes the use of Adjusted earnings before interest and taxes ["Adjusted EBIT"], Adjusted EBIT as a percentage of sales, Adjusted diluted earnings per share, Return on Invested Capital, Adjusted Return on Invested Capital and Return on Equity [collectively, the "Non-GAAP Measures"]. We believe these non-GAAP financial measures provide additional information that is useful to investors in understanding our underlying performance and trends through the same financial measures employed by our management for this purpose. Readers should be aware that Non-GAAP Measures have no standardized meaning under U.S. GAAP and accordingly may not be comparable to the calculation of similar measures by other companies. We believe that Return on Invested Capital and Return on Equity are useful to both management and investors in their analysis of our results of operations and reflect our ability to generate returns. Similarly, we believe that Adjusted EBIT, Adjusted EBIT as a percentage of sales, Adjusted diluted earnings per share and Adjusted Return on Invested Capital provide useful information to our investors for measuring our operational performance as they exclude certain items that are not reflective of ongoing operating profit or loss and facilitate a comparison with prior periods. The presentation of any Non-GAAP Measures should not be considered in isolation or as a substitute for our related financial results prepared in accordance with U.S. GAAP. Non-GAAP financial measures are presented together with the most directly comparable U.S. GAAP financial measure, and a reconciliation to the most directly comparable U.S. GAAP financial measure, can be found in the "Non-GAAP Financial Measures Reconciliation" section of this MD&A.

HIGHLIGHTS

In the third quarter of 2022:

•	Global<br> light vehicle production increased 24% from the third quarter of 2021, including increases of 24%<br> and 25% in our two largest markets of North America and Europe, respectively. The increase largely<br> reflects the significant industry production disruptions during the third quarter of 2021 caused<br> by global semiconductor chip shortages. These industry production disruptions continued in the third<br> quarter of 2022, but to a lesser extent than we experienced in the third quarter of 2021.
•	Total sales<br>increased 17% to $9.3 billion, compared to $7.9 billion in the third quarter of 2021. Excluding the impact of foreign currency translation,<br>sales increased 27% largely reflecting higher global light vehicle production, the launch of new programs and customer price increases<br>to recover certain higher production input costs.
---	---
•	Diluted<br> earnings per share were $1.00 and adjusted diluted earnings per share were $1.07. Adjusted diluted<br> earnings per share increased $0.51 compared to the third quarter of 2021, primarily reflecting contribution<br> on higher sales, higher commercial settlements, and a $45 million provision on engineering service<br> contracts with the automotive unit of Evergrande in the third quarter of 2021, partially offset<br> by higher net production input costs and operating inefficiencies at a facility in Europe.
---	---
•	Cash from<br> operating activities was $238 million, a decrease of $162 million from the third quarter of 2021.
---	---
•	We returned<br> $305 million to shareholders by way of share repurchases and dividends.
---	---
•	We invested<br> in Yulu Mobility, India’s largest electrified mobility provider and together with Yulu<br> Mobility, established a new battery swapping entity ("Yulu Energy") to support the rapid<br> growth in electrification of mobility and required infrastructure. Our combined investment in Yulu<br> Mobility and Yulu Energy was $77 million.
---	---

Subject to the approval by the Toronto Stock Exchange and the New York Stock Exchange, our Board of Directors approved a new Normal Course Issuer Bid ("NCIB") to purchase up to 28.4 million of our Common Shares, representing approximately 10% of our public float of Common Shares. This NCIB is expected to commence on or about November 15, 2022 and will terminate one year later.

OVERVIEW

OUR BUSINESS^(1)^

Magna is more than one of the world’s largest suppliers in the automotive space. We are a mobility technology company with a global, entrepreneurial-minded team of over 170,000^(2)^ employees and an organizational structure designed to innovate like a startup. With 65+ years of expertise, and a systems approach to design, engineering and manufacturing that touches nearly every aspect of the vehicle, we are positioned to support advancing mobility in a transforming industry. Our global network includes 345 manufacturing operations and 90 product development, engineering and sales centres spanning 28 countries. Our common shares trade on the Toronto Stock Exchange (MG) and the New York Stock Exchange (MGA).

^1^ Manufacturing operations, product development, engineering and sales centres include certain operations accounted for under the equity method**.**

^2^ Number of employees includes over 160,000 employees at our wholly owned or controlled entities and over 10,000 employees at certain operations accounted for under the equity method.

**Magna                                            International Inc. Third Quarter Report 2022  1**

INDUSTRYTRENDS & RISKS

Our operating results are primarily dependent on the levels of North American, European and Chinese car and light truck production by our customers. While we supply systems and components to every major original equipment manufacturer ["OEM"], we do not supply systems and components for every vehicle, nor is the value of our content consistent from one vehicle to the next. As a result, customer and program mix relative to market trends, as well as the value of our content on specific vehicle production programs, are also important drivers of our results.

OEM production volumes are generally aligned with vehicle sales levels and thus affected by changes in such levels. Aside from vehicle sales levels, production volumes are typically impacted by a range of factors, including: general macroeconomic and political conditions; supply chains and infrastructure; availability and relative cost of skilled labour; energy supply; labour disruptions; free trade arrangements; tariffs; relative currency values; commodities prices; regulatory considerations, including those related to environmental emissions and safety standards; and other factors. Additionally, COVID-19 has and may continue to impact vehicle production volumes, including through: mandatory lockdowns/stay-at-home orders which restrict production; elevated employee absenteeism; and supply chain disruptions.

Overall vehicle sales levels are significantly affected by changes in consumer confidence levels, which may in turn be impacted by consumer perceptions and general trends related to the job, housing and stock markets, as well as inflation, and other macroeconomic and political factors. Other factors which typically impact vehicle sales levels and thus production volumes include: interest rates and/or availability of credit; fuel and energy prices; relative currency values; and other factors. Additionally, COVID-19 has and may continue to impact vehicle sales, including through mandatory lockdowns/stay-at-home orders which restrict consumers' ability to purchase vehicles, as well as through a deterioration in consumer confidence.

While the foregoing economic, political and other factors are part of the general context in which the global automotive industry operates, there have been a number of significant industry trends that are shaping the future of the industry and creating opportunities and risks for automotive suppliers. We continue to implement a business strategy which is rooted in our best assessment as to the rate and direction of change in the automotive industry, including with respect to trends related to vehicle electrification and advanced driver assistance systems, as well as new mobility business models/"mobility-as-a-service" ["MaaS"]. Our short- and medium-term operational success, as well as our ability to create long-term value through our business strategy, are subject to a number of risks and uncertainties. Significant industry trends, our business strategy and the major risks we face, are discussed in our Annual Information Form ["AIF"] and Annual Report on Form 40-F ["Form 40-F"] in respect of the year ended December 31, 2021, together with subsequent filings. Those industry trends and risk factors remain substantially unchanged in respect of the third quarter ended September 30, 2022, except as follows:

•	Russian Invasion of Ukraine: Magna’s operations in Russia remain substantially idled. In<br> the second quarter of this year, we recorded a $376 million impairment charge against the<br> value of our balance sheet investments, including deferred cumulative translation losses.

The ongoing conflict continues to create or exacerbate a broad range of risks, including with respect to:

•	global<br> economic growth;
•	global<br> vehicle production volumes;
---	---
•	inflationary<br> pressures, including in commodities and transportation/logistics;
---	---
•	energy<br> security in Western Europe, particularly with respect to natural gas supply; and
---	---
•	supply<br> chain fragility.
---	---

At this time, natural gas inventories in Europe appear to be adequate to avoid production disruptions in the upcoming winter of 2022/2023 based on International Energy Agency [“IEA”] projections. Additionally, spot market pricing has eased due to improved supply conditions. However, a number of factors, including a harsher than expected winter and/or unforseen supply shocks or demand spikes, could have a material impact to energy supply and pricing. A material deterioration in energy supply and pricing, and/or in any of the other risks above, could have a material adverse effect on our business and results of operations.

•

Inflation and Interest Rates: We continue to experience higher commodity, freight and energy costs, as well as wages, in most markets in which we operate, with such pressures expected to persist into 2023. Additionally, we may continue to experience price increases or surcharges from sub-suppliers in connection with the inflationary pressures they face. The inability to offset inflationary price increases through continuous improvement actions, price increases to our customers or modifications to our own products or otherwise, could have an adverse effect on our earnings.

Increasing global inflation rates have spurred a cycle of monetary policy tightening, including through central bank increases to key short term lending rates. Both the availability and cost of credit are factors affecting consumer confidence, which is a critical driver of vehicle sales and thus automotive production. Additionally, vehicle affordability to consumers is becoming more challenged due to a combination of factors, including: elevated vehicle pricing resulting from inflationary cost increases and vehicle production constraints; higher prices for electric vehicles; and increasing vehicle finance costs due to rising interest rates. A material, sustained decrease in consumer demand for vehicles could result in further reductions to vehicle production from current levels, which could have a material adverse effect on our profitability and financial condition.

**2                                            Magna International Inc. Third Quarter Report 2022**

RESULTS OF OPERATIONS

AVERAGE FOREIGN EXCHANGE

****	For the three monthsended September 30,						****	For the nine monthsended September 30,						****
****	2022		2021		Change		****	2022		2021		Change		****
1 Canadian dollar equals U.S. dollars		0.765		0.794	-	4	%		0.779		0.799	-	3	%
1 euro equals U.S. dollars		1.006		1.178	-	15	%		1.064		1.196	-	11	%
1 Chinese renminbi equals U.S. dollars		0.146		0.155	-	6	%		0.152		0.155	-	2	%

The preceding table reflects the average foreign exchange rates between the most common currencies in which we conduct business and our U.S. dollar reporting currency.

The results of operations for which the functional currency is not the U.S. dollar are translated into U.S. dollars using the average exchange rates for the relevant period. Throughout this MD&A, reference is made to the impact of translation of foreign operations on reported U.S. dollar amounts where relevant.

Our results can also be affected by the impact of movements in exchange rates on foreign currency transactions (such as raw material purchases or sales denominated in foreign currencies). However, as a result of hedging programs employed by us, foreign currency transactions in the current period have not been fully impacted by movements in exchange rates. We record foreign currency transactions at the hedged rate where applicable.

Finally, foreign exchange gains and losses on revaluation and/or settlement of monetary items denominated in a currency other than an operation's functional currency impact reported results. These gains and losses are recorded in selling, general and administrative expense.

LIGHT VEHICLE PRODUCTION VOLUMES

Our operating results are mostly dependent on light vehicle production in the regions reflected in the table below:

Light Vehicle Production Volumes (thousandsof units)

****	For the three months ended September 30,						****	For the nine months ended September 30,						****
	2022		2021		Change			2022		2021		Change
North America		3,635		2,921	+	24	%		10,843		9,886	+	10	%
Europe		3,752		2,997	+	25	%		11,769		12,028	-	2	%
China		6,949		5,464	+	27	%		18,951		17,214	+	10	%

**Magna International Inc. Third Quarter Report 2022 3**

RESULTS OF OPERATIONS –FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022

SALES

Sales increased 17% or $1,349 million to $9.27 billion for the third quarter of 2022 compared to $7.92 billion for the third quarter of 2021. Excluding a $774 million decrease in reported U.S. sales as a result of the net weakening of foreign currencies against the U.S. dollar, sales increased 27% primarily due to higher global light vehicle production and assembly volumes. The increase largely reflects the significant industry production disruptions during the third quarter of 2021 caused by global semiconductor chip shortages. These industry production disruptions continued in the third quarter of 2022, but to a lesser extent than we experienced in the third quarter of 2021. In addition, sales increased due to:

•	the<br> launch of new programs during or subsequent to the third quarter of 2021; and
•	customer<br> price increases to recover certain higher production input costs.
---	---

These factors were partially offset by:

•	lower sales as a result of the substantial suspension of operations<br>at our Russian facilities; and
•	customer<br> price concessions subsequent to the third quarter of 2021.
---	---

COST OF GOODS SOLD

	For the three months<br> ended September 30,
	2022		2021		Change
Material	$	5,732	$	4,744	$	988
Direct labour	****	676		626		50
Overhead	****	1,718		1,515		203
Cost of goods sold	$	8,126	$	6,885	$	1,241

Cost of goods sold increased $1.24 billion to $8.13 billion for the third quarter of 2022 compared to $6.89 billion for the third quarter of 2021, primarily due to:

•	higher<br> materials, direct labour and overhead associated with higher sales;
•	higher<br> net production input costs, including energy, commodity, labour and freight costs; and
---	---
•	operating<br> inefficiencies at a facility in Europe.
---	---

These factors were partially offset by the net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S. dollar cost of goods sold by $660 million.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization decreased $44 million to $341 million for the third quarter of 2022 compared to $385 million for the third quarter of 2021 primarily due to the net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S. dollar depreciation and amortization by $27 million and the end of production and related depreciation of certain programs.

**4 Magna International Inc. Third Quarter Report 2022**

SELLING, GENERAL AND ADMINISTRATIVE ["SG&A"]

SG&A expense decreased $67 million to $387 million for the third quarter of 2022 compared to $454 million for the third quarter of 2021, primarily as a result of:

•	a<br> $45 million provision on an engineering services contract with the automotive unit of Evergrande<br> in our Complete Vehicles segment during the third quarter of 2021;
•	the<br> net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S.<br> dollar SG&A expense by $23 million; and
---	---
•	higher<br> transactional foreign exchange gains.
---	---

These factors were partially offset by higher labour and benefit costs.

INTEREST EXPENSE, NET

During the third quarter of 2022, we recorded net interest expense of $18 million compared to $22 million for the third quarter of 2021. The $4 million decrease is primarily a result of interest savings due to the redemption of the Cdn$425 million 3.1000% Senior Notes during the first quarter of 2022.

EQUITY INCOME

Equity income decreased $7 million to $27 million for the third quarter of 2022 compared to $34 million for the third quarter of 2021, primarily as a result of higher net production input costs at certain equity-accounted entities; higher electrification spending by our LG Magna e-Powertrain Co., Ltd. joint venture; partially offset by earnings on higher sales at certain equity-accounted entities.

OTHER EXPENSE, NET

	For the three months
	ended September 30,
	2022		2021
Restructuring and impairments ^(1)^	$	14	$	24
Losses on investments ^(2)^		9		81
Loss on sale of business ^(3)^		—		75
	$	23	$	180
(1)	Restructuring and impairments
---	---

During the third quarter of 2022, the GAC-Group and Stellantis decided to terminate their GAC-Stellantis joint venture in China. As a result, we recorded a provision against our associated assets of $10 million [$9 million after tax] in our Body Exteriors & Structures segment and $4 million [$3 million after tax] in our Power & Vision segment, respectively.

During the third quarter of 2021, we recorded restructuring and impairment charges of $16 million [$14 million after tax] in our Body Exteriors & Structures segment, $4 million [$3 million after tax] in our Seating Systems segment and $4 million [$3 million after tax] in our Power & Vision segment.

(2)	Losses on investments
	For the three months
---	---	---	---	---	---	---
	ended September 30,
	2022			2021
Revaluation of public company warrants	$	7		$	54
Revaluation of public and private equity investments		2			27
Other Expense,<br>net		9			81
Tax effect		(2	)		(17	)
Net<br>loss attributable to Magna	$	7		$	64
(3)	Loss on sale of business
---	---

During the third quarter of 2021, we sold three Body Exteriors & Structures operations in Germany. Under the terms of the arrangement, we provided the buyer with $41 million of funding, resulting in a loss on disposal of $75 million [$75 million after tax].

**Magna International Inc. Third Quarter Report 2022 5**

INCOME FROM OPERATIONS BEFORE INCOME TAXES

Income from operations before income taxes was $400 million for the third quarter of 2022 compared to $27 million for the third quarter of 2021. This $373 million increase is a result of the following changes, each as discussed above:

	For the three months ended September 30,
	2022			2021			Change
Sales	$	9,268		$	7,919		$	1,349
Costs and expenses Cost of goods sold	****	8,126			6,885			1,241
Depreciation and amortization	****	341			385			(44	)
Selling, general & administrative	****	387			454			(67	)
Interest expense, net	****	18			22			(4	)
Equity income	****	(27	)		(34	)		7
Other expense, net	****	23			180			(157	)
Income from operations before income taxes	$	400		$	27		$	373

INCOME TAXES

	For the three months ended September 30,
	2022				2021
Income Taxes as reported	$	104	26.0	%	$	10	37.0	%
Tax effect on Other Expense, net		4	(0.5	)		21	(22.0	)
	$	108	25.5	%	$	31	15.0	%

Excluding the tax effect on Other expense, net, our effective income tax rate increased to 25.5% for the third quarter of 2022 compared to 15.0% for the third quarter of 2021 primarily due to a decrease in the benefit of research and development credits and a change in mix of earnings. These factors were partially offset by favourable changes in our reserves for uncertain tax positions.

INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

Income attributable to non-controlling interests was $7 million for the third quarter of 2022 compared to $6 million for the third quarter of 2021, primarily due to higher net income at our non-wholly owned operations in China.

NET INCOME ATTRIBUTABLE TO MAGNA INTERNATIONALINC.

Net income attributable to Magna International Inc. was $289 million for the third quarter of 2022 compared to $11 million for the third quarter of 2021. This $278 million increase was as a result of: an increase in income from operations before income taxes of $373 million; partially offset by an increase in income taxes of $94 million; and an increase of $1 million in income attributable to non-controlling interests.

**6 Magna International Inc. Third Quarter Report 2022**

EARNINGS PER SHARE

	For the three months ended September 30,
	2022		2021		Change
Earnings per Common Share	$	1.01	$	0.04		—
Basic
Diluted	$	1.00	$	0.04		—
Weighted average number of Common Shares outstanding (millions)
Basic		287.9		300.7	-	4	%
Diluted		288.5		302.6	-	5	%
Adjusted diluted earnings per share	$	1.07	$	0.56	+	91	%

Diluted earnings per share was $1.00 for the third quarter of 2022 compared to $0.04 for the third quarter of 2021. The $0.96 increase was as a result of higher net income attributable to Magna International Inc., as discussed above, and a decrease in the weighted average number of diluted shares outstanding during the third quarter of 2022. The decrease in the weighted average number of diluted shares outstanding was primarily due to the purchase and cancellation of Common Shares, during or subsequent to the third quarter of 2021, pursuant to our normal course issuer bids and a decrease in diluted shares related to outstanding stock options as a result of the decrease in our share price.

Other expense, net, after tax, negatively impacted diluted earnings per share by $0.07 in the third quarter of 2022, and $0.52 in the third quarter of 2021, respectively, as discussed in the "Other expense, net" and "Income Taxes" sections above.

Adjusted diluted earnings per share, as reconciled in the "Non-GAAP Financial Measures Reconciliation" section, was $1.07 for the third quarter of 2022 compared to $0.56 in the third quarter of 2021, an increase of $0.51.

**Magna International Inc. Third Quarter Report 2022 7**

NON-GAAPPERFORMANCE MEASURES – FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022

ADJUSTED EBIT AS A PERCENTAGE OF SALES

The table below shows the change in Magna's Sales and Adjusted EBIT by segment and the impact each segment's changes had on Magna's Adjusted EBIT as a percentage of sales for the third quarter of 2022 compared to the third quarter of 2021:

	Sales			Adjusted EBIT			Adjusted EBIT as a percentage of sales
Third quarter of 2021	$	7,919		$	229			2.9	%
Increase (decrease) related to:
Body Exteriors & Structures		791			127		+	1.1	%
Power & Vision		410			50		+	0.4	%
Seating Systems		172			13		+	0.1	%
Complete Vehicles		(42	)		35		+	0.4	%
Corporate and Other		18			(13	)	-	0.1	%
Third quarter of 2022	$	9,268		$	441			4.8	%

Adjusted EBIT as a percentage of sales increased to 4.8% for the third quarter of 2022 compared to 2.9% for the third quarter of 2021 primarily due to:

•	earnings<br> on higher sales;
•	higher<br> favourable commercial settlements;
---	---
•	a<br> provision on an engineering services contract with the automotive unit of Evergrande in our<br> Complete Vehicles segment during the third quarter of 2021;
---	---
•	higher<br> tooling contribution in the third quarter of 2022 compared to the third quarter of 2021;<br> and
---	---
•	divestitures,<br> net of acquisitions subsequent to the third quarter of 2021.
---	---

These factors were partially offset by:

•	higher<br> net production input costs, including energy, commodity, labour and freight costs;
•	operating<br> inefficiencies at a facility in Europe;
---	---
•	higher<br> launch costs;
---	---
•	higher<br> net warranty costs; and
---	---
•	reduced earnings as a result of the substantial suspension of operations<br>at our Russian facilities.
---	---

**8 Magna International Inc. Third Quarter Report 2022**

ADJUSTED RETURN ON INVESTED CAPITAL AND RETURNON INVESTED CAPITAL

Adjusted Return on Invested Capital increased to 8.4% for the third quarter of 2022 compared to 4.8% for the third quarter of 2021 as a result of an increase in Adjusted After-tax operating profits and lower Average Invested Capital. Other expense, net, after tax negatively impacted Return on Invested Capital by 0.5% in the third quarter of 2022 and by 3.9% in the third quarter of 2021.

Average Invested Capital decreased $687 million to $15.62 billion for the third quarter of 2022 compared to $16.31 billion for the third quarter of 2021. Factors decreasing Average Invested Capital were:

•	the<br> net weakening of foreign currencies against the U.S. dollar; and
•	the<br> impairment of our Russian assets recorded during the second quarter of 2022.
---	---

These factors were partially offset by:

•	an<br> increase in average changes in operating assets and liabilities; and
•	acquisitions,<br> net of divestitures during and subsequent to third quarter of 2021.
---	---

RETURN ON EQUITY

Return on Equity was 10.4% for the third quarter of 2022 compared to 0.4% for the third quarter of 2021. This increase was due to higher net income attributable to Magna and lower average shareholders' equity. Other expense, net, after tax negatively impacted Return on Equity by 0.7% in the third quarter of 2022 and by 5.1% in the third quarter of 2021.

**Magna International Inc. Third Quarter Report 2022 9**

SEGMENT ANALYSIS

We are a global automotive supplier that has complete vehicle engineering and contract manufacturing expertise, as well as product capabilities which include body, chassis, exterior, seating, powertrain, active driver assistance, electronics, mechatronics, mirrors, lighting and roof systems. We also have electronic and software capabilities across many of these areas.

Our reporting segments are: Body Exteriors & Structures; Power & Vision; Seating Systems; and Complete Vehicles.

	For the three months<br> ended September 30,
	Sales									Adjusted EBIT
	2022			2021			Change			2022			2021		Change
Body Exteriors &Structures	$	3,976		$	3,185		$	791		$	225		$	98	$	127
Power & Vision		2,911			2,501			410			117			67		50
Seating Systems		1,295			1,123			172			35			22		13
Complete Vehicles		1,213			1,255			(42	)		65			30		35
Corporate and Other		(127	)		(145	)		18			(1	)		12		(13	)
Total reportable segments	$	9,268		$	7,919		$	1,349		$	441		$	229	$	212

BODY EXTERIORS & STRUCTURES

	For the three months ended September 30,
	2022			2021			Change
Sales	$	3,976		$	3,185		$	791	+	25	%
Adjusted EBIT	$	225		$	98		$	127	+	130	%
Adjusted EBIT as a percentage of sales	****	5.7	%		3.1	%			+	2.6	%

Sales – Body Exteriors & Structures

Sales increased 25% or $791 million to $3.98 billion for the third quarter of 2022 compared to $3.19 billion for the third quarter of 2021 primarily due to higher global light vehicle production. The increase largely reflects the significant industry production disruptions during the third quarter of 2021 caused by global semiconductor chip shortages. These industry production disruptions continued in the third quarter of 2022, but to a lesser extent than we experienced in the third quarter of 2021. In addition, sales increased due to:

•	the launch<br> of programs during or subsequent to the third quarter of 2021, including the:
•	Jeep<br> Wagoneer and Grand Wagoneer;
---	---
•	Ford<br> Maverick;
---	---
•	Rivian<br> R1T and R1S; and
---	---
•	Ford<br> F-150 Lighting;
---	---
•	customer<br> price increases to recover certain higher production input costs; and
---	---
•	acquisitions,<br> net of divestitures subsequent to the third quarter of 2021, which increased sales by $15 million.
---	---

These factors were partially offset by:

•	the net<br> weakening of foreign currencies against the U.S. dollar, which decreased reported U.S. dollar sales<br> by $209 million;
•	lower sales as a result of the substantial suspension of operations<br>at our Russian facilities; and
---	---
•	customer<br> price concessions subsequent to the third quarter of 2021.
---	---

**10 Magna International Inc. Third Quarter Report 2022**

Adjusted EBIT and Adjusted EBIT as a percentageof sales – Body Exteriors & Structures

Adjusted EBIT increased $127 million to $225 million for the third quarter of 2022 compared to $98 million for the third quarter of 2021 and Adjusted EBIT as a percentage of sales increased to 5.7% from 3.1%. These increases were primarily due to:

•	earnings<br> on higher sales;
•	higher<br> favourable commercial settlements;
---	---
•	higher<br> tooling contribution in the third quarter of 2022 compared to the third quarter of 2021; and
---	---
•	divestitures,<br> net of acquisitions subsequent to the third quarter of 2021.
---	---

These factors were partially offset by:

•	higher<br> net production input costs, including commodity, energy, labour and freight costs;
•	operating<br> inefficiencies at a facility in Europe; and
---	---
•	reduced earnings as a result of the substantial suspension of operations<br>at our Russian facilities.
---	---

POWER & VISION

	For the three months<br><br>ended September 30,
	2022			2021			Change
Sales	$	2,911		$	2,501		$	410	+	16	%
Adjusted EBIT	$	117		$	67		$	50	+	75	%
Adjusted EBIT as a percentage of sales	****	4.0	%		2.7	%			+	1.3	%

Sales – Power & Vision

Sales increased 16% or $410 million to $2.91 billion for the third quarter of 2022 compared to $2.50 billion for the third quarter of 2021 primarily due to higher global light vehicle production. The increase largely reflects the significant industry production disruptions during the third quarter of 2021 caused by global semiconductor chip shortages. These industry production disruptions continued in the third quarter of 2022, but to a lesser extent than we experienced in the third quarter of 2021. In addition, sales increased due to:

•	the launch<br> of programs during or subsequent to the third quarter of 2021, including the:
•	BMW<br> X5;
---	---
•	Maserati<br> Grecale; and
---	---
•	Toyota<br> Tundra; and
---	---
•	customer<br> price increases to recover certain higher production input costs.
---	---

These factors were partially offset by:

•	the net<br> weakening of foreign currencies against the U.S. dollar, which decreased reported U.S. dollar sales<br> by $239 million; and
•	net customer<br> price concessions subsequent to the third quarter of 2021.
---	---

**Magna International Inc. Third Quarter Report 2022 11**

Adjusted EBIT and Adjusted EBIT as a percentageof sales – Power & Vision

Adjusted EBIT increased $50 million to $117 million for the third quarter of 2022 compared to $67 million for the third quarter of 2021 and Adjusted EBIT as a percentage of sales increased to 4.0% from 2.7%. These increases were primarily due to:

•	earnings<br> on higher sales; and
•	higher<br> net favourable commercial settlements.
---	---

These factors were partially offset by:

•	higher<br> net production input costs, including energy, commodity, labour and freight costs;
•	higher<br> net warranty costs of $14 million;
---	---
•	higher<br> launch costs; and
---	---
•	the<br> net weakening of foreign currencies against the U.S. dollar, which had an $8 million unfavourable<br> impact on reported U.S. dollar Adjusted EBIT.
---	---

SEATING SYSTEMS

	For the three months<br> ended September 30,
	2022			2021			Change
Sales	$	1,295		$	1,123		$	172	+	15	%
Adjusted EBIT	$	35		$	22		$	13	+	59	%
Adjusted EBIT as a percentage of sales	****	2.7	%		2.0	%			+	0.7	%

Sales – Seating Systems

Sales increased 15% or $172 million to $1.30 billion for the third quarter of 2022 compared to $1.12 billion for the third quarter of 2021 primarily due to higher global light vehicle production. The increase largely reflects the significant industry production disruptions during the third quarter of 2021 caused by global semiconductor chip shortages. These industry production disruptions continued in the third quarter of 2022, but to a lesser extent than we experienced in the third quarter of 2021. In addition, sales increased due to:

•	the launch<br> of programs during or subsequent to the third quarter of 2021, including the:
•	BYD<br> Atto 3;
---	---
•	Chevrolet<br> Bolt; and
---	---
•	Geely Hao<br> Yue; and
---	---
•	customer<br> price increases to recover certain higher production input costs.
---	---

These factors were partially offset by:

•	the net<br> weakening of foreign currencies against the U.S. dollar, which decreased reported U.S. dollar sales<br> by $103 million;
•	lower sales as a result of the substantial suspension of operations<br>at our Russian facilities;
---	---
•	divestitures<br> subsequent to the third quarter of 2021, which decreased sales by $9 million; and
---	---
•	net customer<br> price concessions subsequent to the third quarter of 2021.
---	---

**12 Magna International Inc. Third Quarter Report 2022**

Adjusted EBIT and Adjusted EBIT as a percentageof sales – Seating Systems

Adjusted EBIT increased $13 million to $35 million for the third quarter of 2022 compared to $22 million for the third quarter of 2021 and Adjusted EBIT as a percentage of sales increased to 2.7% from 2.0%. These increases were primarily due to:

•	earnings<br> on higher sales; and
•	favourable<br> commercial settlements.
---	---

These factors were partially offset by:

•	higher<br> net production input costs, including commodity, labour, energy and freight costs;
•	higher<br> launch costs; and
---	---
•	the net<br> weakening of foreign currencies against the U.S. dollar, which had a $9 million unfavourable impact<br> on reported U.S. dollar Adjusted EBIT.
---	---

COMPLETE VEHICLES

	For the three months<br><br> ended September 30,
	2022		****	2021			Change
Complete Vehicle Assembly Volumes (thousands of units)^(i)^	****	24.9	****		23.3			1.6		+	7	%
Sales	$	1,213	****	$	1,255		$	(42	)	-	3	%
Adjusted EBIT	$	65	****	$	30		$	35		+	117	%
Adjusted EBIT as a percentage of sales	****	5.4	%		2.4	%				+	3.0	%
(i)	Vehicles produced at our Complete Vehicle operations are included in Europe Light Vehicle Production volumes.
---	---

Sales – Complete Vehicles

Sales decreased 3% or $42 million to $1.21 billion for the third quarter of 2022 compared to $1.25 billion for the third quarter of 2021 while assembly volumes increased 7%. The decrease in sales is primarily as a result of a $207 million decrease in reported U.S. dollar sales as a result of the weakening of the euro against the U.S. dollar.

**Magna International Inc. Third Quarter Report 2022 13**

Adjusted EBIT and Adjusted EBIT as a percentageof sales – Complete Vehicles

Adjusted EBIT increased $35 million to $65 million for the third quarter of 2022 compared to $30 million for the third quarter of 2021 and Adjusted EBIT as a percentage of sales increased to 5.4% from 2.4%. These increases were primarily due to a $45 million provision on an engineering services contract with the automotive unit of Evergrande during the third quarter of 2021 and higher earnings due to higher assembly volumes, net of contractual fixed cost recoveries on certain programs.

These factors were partially offset by higher net production input costs, including energy and labour costs and the net weakening of the euro against the U.S. dollar, which had a $10 million unfavourable impact on reported U.S. dollar Adjusted EBIT.

CORPORATE AND OTHER

Adjusted EBIT was a loss of $1 million for the third quarter of 2022 compared to earnings of $12 million for the third quarter of 2021. The $13 million decrease was primarily the result of:

•	higher<br> costs to accelerate our operational excellence initiatives;
•	lower equity<br> income; and
---	---
•	higher<br> transactional foreign exchange losses.
---	---

These factors were partially offset by an increase in fees received from our divisions.

**14 Magna International Inc. Third Quarter Report 2022**

FINANCIAL CONDITION, LIQUIDITYAND CAPITAL RESOURCES

OPERATING ACTIVITIES

	For the three months ended September 30,
	2022			2021			Change
Net income	$	296		$	17
Items not involving<br> current cash flows		295			515
		591			532		$	59
Changes in operating<br> assets and liabilities		(353	)		(132	)		(221	)
Cash provided from<br> operating activities	$	238		$	400		$	(162	)

Cash provided from operating activities

Comparing the third quarters of 2022 to 2021, cash provided from operating activities decreased $162 million primarily as a result of an increase in production costs. Specifically, the decrease is primarily a result of:

•	a $370 million increase in cash paid for materials<br>and overhead;
•	a $96 million increase in cash paid for taxes;
---	---
•	a $83 million increase in cash paid for labour;<br>and
---	---
•	a $40 million decrease in dividends received<br>from equity investments.
---	---

These factors were partially offset by:

•	a $404 million increase in cash received from<br>customers; and
•	a $17 million decrease in cash paid for interest.
---	---

Changes in operating assets and liabilities

During the third quarter of 2022, we used cash of $353 million for operating assets and liabilities primarily consisting of:

•	$352 million increase in production accounts<br>receivable due to timing of collection of receivables in the third quarter of 2022;
•	$110 million decrease in other accrued liabilities;<br>and
---	---
•	$53 million increase in inventory related to<br>ongoing supply chain and customers disruptions.
---	---

These uses of cash were partially offset by $200 million increase in trade payables due to higher purchases in the third quarter of 2022 and $44 million increase in accrued wages.

**Magna International Inc. Third Quarter Report 2022 15**

INVESTING ACTIVITIES

	For the three months<br><br> ended September 30,
	2022			2021			Change
Fixed asset additions	$	(364	)	$	(334	)
Increase in investments, other assets and intangible assets		(125	)		(101	)
Increase in public and private equity investments		(25	)		(3	)
Fixed assets, investments, other assets and intangible assets additions		(514	)		(438	)
Proceeds from dispositions		41			10
Increase in equity method investments		—			(454	)
Funding provided on sale of business		—			(41	)
Cash used for investing activities	$	(473	)	$	(923	)	$	450

Cash used for investing activities in the third quarter of 2022 was $450 million lower compared to the third quarter of 2021. The change was primarily due to the $454 million of cash used to fund the acquisition of a 49% non-controlling interest in LG Magna e-Powertrain Co., Ltd. ["LME"] and $41 million of funding provided on sale of business during the third quarter of 2021.

FINANCING ACTIVITIES

	For the three months <br><br>ended September 30,
	2022			2021			Change
Repurchase of Commons Shares	$	(180	)	$	(5	)
Dividends paid		(125	)		(130	)
Repayments of debt		(26	)		(24	)
Dividends paid to non-controlling interests		(10	)		(2	)
Issue of Common Shares on exercise of stock options		1			3
Increase in short-term borrowings		2			—
Issues of debt		14			11
Cash used for financing activities	$	(324	)	$	(147	)	$	(177	)

During the third quarter of 2022 we repurchased 3.1 million Common Shares under our normal course issuer bid for aggregate cash consideration of $180 million.

Cash dividends paid per Common Share were $0.45 for the third quarter of 2022 compared to $0.43 for the third quarter of 2021.

**16 Magna International Inc. Third Quarter Report 2022**

FINANCING RESOURCES

****	As at September 30,		As at <br>December 31,
	2022		2021		Change
Liabilities
Long-term debt due within one year	$	95	$	455
Current portion of operating lease liabilities		266		274
Long-term debt		3,325		3,538
Operating lease liabilities		1,254		1,406
	$	4,940	$	5,673	$	(733	)

Financial liabilities decreased $733 million to $4.94 billion as at September 30, 2022 primarily as a result of redeeming the Cdn$425 million [$336 million] 3.100% Senior Notes during the first quarter of 2022 and the weakening of foreign currencies against the U.S. dollar.

CASH RESOURCES

In the third quarter of 2022, our cash resources decreased by $562 million to $1.1 billion, primarily as a result of cash used for investing and financing activities partially offset by cash provided from operating activities, as discussed above. In addition to our cash resources at September 30, 2022, we had term and operating lines of credit totaling $3.7 billion, of which $3.5 billion was unused and available.

MAXIMUM NUMBER OF SHARES ISSUABLE

The following table presents the maximum number of shares that would be outstanding if all of the outstanding options at November 3, 2022 were exercised:

Common Shares	285,819,254
Stock options ^(i)^	6,015,877
	291,835,131
(i)	Options to purchase Common Shares are exercisable by the holder in accordance with the vesting provisionsand upon payment of the exercise price as may be determined from time to time pursuant to our stock option plans.
---	---

CONTRACTUAL OBLIGATIONS

There have been no material changes with respect to the contractual obligations requiring annual payments during the nine months ended September 30, 2022 that are outside the ordinary course of our business. Refer to our MD&A included in our 2021 Annual Report.

**Magna International Inc. Third Quarter Report 2022 17**

RESULTS OF OPERATIONS –FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

	For the nine months ended September 30,
	Sales									Adjusted EBIT
	2022			2021			Change			2022		2021		Change
Body Exteriors & Structures	$	12,000		$	10,857		$	1,143		$	645	$	652	$	(7	)
Power & Vision		8,845			8,538			307			362		567		(205	)
Seating Systems		3,924			3,592			332			86		103		(17	)
Complete Vehicles		3,891			4,595			(704	)		178		189		(11	)
Corporate and Other		(388	)		(450	)		62			35		45		(10	)
Total reportable segments	$	28,272		$	27,132		$	1,140		$	1,306	$	1,556	$	(250	)

BODY EXTERIORS & STRUCTURES

	For the nine months
	ended September 30,
	2022			2021			Change
Sales	$	12,000		$	10,857		$	1,143		+	11	%
Adjusted EBIT	$	645		$	652		$	(7	)	-	1	%
Adjusted EBIT as a percentage of sales		5.4	%		6.0	%				-	0.6	%

Sales – Body Exteriors & Structures

Sales increased 11% or $1.14 billion to $12.00 billion for the nine months ended September 30, 2022 compared to $10.86 billion for the nine months ended September 30, 2021, primarily due to:

•	the launch of programs during or subsequent to<br>the first nine months of 2022, including the:
•	Jeep Wagoneer and Grand Wagoneer;
---	---
•	Ford Maverick;
---	---
•	Ford Bronco; and
---	---
•	Honda Civic;
---	---
•	higher global light vehicle production. The increase<br>largely reflects the significant industry production disruptions during the first nine months of 2021 caused by global semiconductor chip<br>shortages. These industry production disruptions continued in the first nine months of 2022, but to a lesser extent than we experienced<br>in the first nine months of 2021; and
---	---
•	customer price increases to recover certain higher<br>production input costs.
---	---

These factors were partially offset by:

•	the net weakening of foreign currencies against<br>the U.S. dollar, which decreased reported U.S. dollar sales by $469 million;
•	divestitures, net of acquisitions subsequent<br>to the first nine months of 2021, which decreased sales by $155 million;
---	---
•	lower sales as a result of the substantial suspension of operations<br>at our Russian facilities; and
---	---
•	net customer price concessions subsequent to<br>the first nine months of 2021.
---	---

**18 Magna International Inc. Third Quarter Report 2022**

Adjusted EBIT and Adjusted EBIT as a percentageof sales – Body Exteriors & Structures

Adjusted EBIT decreased $7 million to $645 million for the nine months ended September 30, 2022 compared to $652 million for the nine months ended September 30, 2021 and Adjusted EBIT as a percentage of sales decreased to 5.4% from 6.0%. These decreases were primarily due to:

•	higher net production input costs, including<br>energy, labour, commodity and freight costs;
•	inefficiencies and other costs at certain underperforming<br>facilities;
---	---
•	reduced earnings as a result of the substantial suspension of operations<br>at our Russian facilities;
---	---
•	the net weakening of foreign currencies against<br>the U.S. dollar that had a $16 million unfavourable impact on reported U.S. dollar Adjusted EBIT;
---	---
•	higher pre-operating costs incurred at new facilities;<br>and
---	---
•	a favourable value-added tax settlement in Brazil<br>during the second quarter of 2021.
---	---

These factors were partially offset by:

•	earnings on higher sales;
•	higher favourable commercial settlements;
---	---
•	divestitures, net of acquisitions subsequent<br>to the third quarter of 2021; and
---	---
•	higher tooling contribution in the third quarter<br>of 2022 compared to the third quarter of 2021.
---	---

POWER & VISION

	For the nine months
	ended September 30,
	2022			2021			Change
Sales	$	8,845		$	8,538		$	307		+	4	%
Adjusted EBIT	$	362		$	567		$	(205	)	-	36	%
Adjusted EBIT as a percentage of sales		4.1	%		6.6	%				-	2.5	%

**Magna International Inc. Third Quarter Report 2022 19**

Sales – Power & Vision

Sales increased 4% or $307 million to $8.85 billion for the nine months ended September 30, 2022 compared to $8.54 billion for the nine months ended September 30, 2021, primarily due to:

•	the<br> launch of programs during or subsequent to the first nine months of 2021, including the:
•	Ford<br> Bronco;
---	---
•	Toyota<br> Tundra;
---	---
•	Jeep<br> Wagoneer and Grand Wagoneer; and
---	---
•	Renault<br> Kangoo/Be Bop;
---	---
•	higher<br> global light vehicle production. The increase largely reflects the significant industry production<br> disruptions during the first nine months of 2021 caused by global semiconductor chip shortages.<br> These industry production disruptions continued in the first nine months of 2022, but to<br> a lesser extent than we experienced in the first nine months of 2021;
---	---
•	an<br> acquisition during the first nine months of 2021, which increased sales by $37 million; and
---	---
•	customer<br> price increases to recover certain higher production input costs.
---	---

These factors were partially offset by:

•	the<br> net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S.<br> dollar sales by $527 million; and
•	net customer<br> price concessions subsequent to the first nine months of 2021.
---	---

Adjusted EBIT and Adjusted EBIT as a percentageof sales – Power & Vision

Adjusted EBIT decreased $205 million to $362 million for the nine months ended September 30, 2022 compared to $567 million for the nine months ended September 30, 2021 and Adjusted EBIT as a percentage of sales decreased to 4.1% from 6.6%. These decreases were primarily due to:

•	higher<br> net production input costs, including commodity, energy, freight, and labour costs;
•	lower<br> equity income;
---	---
•	higher<br> electrification spending, including at certain equity-accounted entities;
---	---
•	inefficiencies<br> and other costs at certain underperforming facilities;
---	---
•	the<br> net weakening of foreign currencies against the U.S. dollar, which had a $13 million unfavourable<br> impact on reported U.S. dollar Adjusted EBIT; and
---	---
•	a<br> favourable value-added tax settlement in Brazil during the second quarter of 2021.
---	---

These factors were partially offset by:

•	earnings<br> on higher sales; and
•	higher<br> net favourable commercial settlements.
---	---

**20 Magna International Inc. Third Quarter Report 2022**

SEATING SYSTEMS

****	For the nine months ended September 30,					****	****		****	****		****
****	2022			2021			Change
Sales	$	3,924		$	3,592		$	332		+	9	%
Adjusted EBIT	$	86		$	103		$	(17	)	-	17	%
Adjusted EBIT as a percentage of sales	****	2.2	%		2.9	%				-	0.7	%

Sales – Seating Systems

Sales increased 9% or $332 million to $3.92 billion for the nine months ended September 30, 2022 compared to $3.59 billion for the nine months ended September 30, 2021, primarily due to:

•	the<br> launch of programs during or subsequent to the first nine months of 2022, including the:
•	BYD<br> Atto 3;
---	---
•	BYD<br> Qin Plus;
---	---
•	Skoda<br> Fabia; and
---	---
•	Geely<br> Hao Yue;
---	---
•	higher<br> global light vehicle production. The increase largely reflects the significant industry production<br> disruptions during the first nine months of 2021 caused by global semiconductor chip shortages.<br> These industry production disruptions continued in the first nine months of 2022, but to<br> a lesser extent than we experienced in the first nine months of 2021; and
---	---
•	customer<br> price increases to recover certain higher production input costs.
---	---

These factors were partially offset by:

•	the<br> net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S.<br> dollar sales by $241 million;
•	divestitures<br> subsequent to the first nine months of 2021, which decreased sales by $26 million;
---	---
•	lower sales as a result of the substantial suspension of operations<br>at our Russian facilities; and
---	---
•	net<br> customer price concessions subsequent to the first nine months of 2021.
---	---

Adjusted EBIT and Adjusted EBIT as a percentageof sales – Seating Systems

Adjusted EBIT decreased $17 million to $86 million for the nine months ended September 30, 2022 compared to $103 million for the nine months ended September 30, 2021 and Adjusted EBIT as a percentage of sales decreased to 2.2% from 2.9%. These decreases were primarily due to:

•	higher<br> net production input costs, including commodity, labour, freight, and energy costs;
•	higher<br> launch costs;
---	---
•	the<br> net weakening of foreign currencies against the U.S. dollar, which had a $12 million unfavourable<br> impact on reported U.S. dollar Adjusted EBIT;
---	---
•	reduced earnings as a result of the substantial suspension of operations<br>at our Russian facilities; and
---	---
•	a<br> favourable value-added tax settlement in Brazil during the second quarter of 2021.
---	---

**Magna International Inc. Third Quarter Report 2022 21**

These factors were partially offset by:

•	earnings<br> on higher sales; and
•	favourable<br> commercial settlements during the first nine months of 2022.
---	---

COMPLETE VEHICLES

	For the nine months <br><br> ended September 30,
	2022			2021			Change
Complete Vehicle Assembly Volumes (thousands of units)^(i)^		80.5			92.9			(12.4	)	-	13	%
Sales	$	3,891		$	4,595		$	(704	)	-	15	%
Adjusted EBIT	$	178		$	189		$	(11	)	-	6	%
Adjusted EBIT as a percentage of sales		4.6	%		4.1	%				+	0.5	%
(i)	Vehicles produced at our CompleteVehicle operations are included in Europe Light Vehicle Production volumes.
---	---

Sales – Complete Vehicles

Sales decreased 15% or $704 million to $3.89 billion for the nine months ended September 30, 2022 compared to $4.60 billion for the nine months ended September 30, 2021 and assembly volumes decreased 13%. The decrease in sales is primarily as a result of a $484 million decrease in reported U.S. dollar sales as a result of the weakening of the euro against the U.S. dollar and the impact of lower assembly volumes, partially offset by favourable program mix.

Adjusted EBIT and Adjusted EBIT as a percentageof sales – Complete Vehicles

Adjusted EBIT decreased $11 million to $178 million for the nine months ended September 30, 2022 compared to $189 million for the nine months ended September 30, 2021 while Adjusted EBIT as a percentage of sales increased to 4.6% from 4.1%. The net weakening of the euro against the U.S. dollar had a $19 million unfavourable impact on reported U.S. dollar Adjusted EBIT. Excluding this factor, Adjusted EBIT and Adjusted EBIT as a percentage of sales were higher primarily due to:

•	a<br> $45 million provision on an engineering services contract with the automotive unit of Evergrande<br> in our Complete Vehicles segment during the nine months ended September 30, 2021; and
•	favourable<br> program mix.
---	---

These factors were partially offset by:

•	lower<br> assembly volumes, net of contractual fixed cost recoveries on certain programs;
•	higher<br> net production input costs, including energy and labour costs; and
---	---
•	lower<br> margins on engineering programs.
---	---

**22 Magna International Inc. Third Quarter Report 2022**

CORPORATE AND OTHER

Adjusted EBIT was $35 million for the nine months ended September 30, 2022 compared to $45 million for the nine months ended September 30, 2021. The $10 million decrease was primarily the result of:

•	higher<br> costs to accelerate our operational excellence initiatives;
•	lower<br> equity income; and
---	---
•	transactional<br> foreign exchange losses in the nine months ended September 30, 2022 compared to gains<br> in the nine months ended September 30, 2021.
---	---

These factors were partially offset by:

•	amortization<br> related to public company securities; and
•	lower<br> incentive compensation and employee profit sharing.
---	---

NON-GAAPPERFORMANCE MEASURES - FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

ADJUSTED EBIT AS A PERCENTAGE OF SALES

The table below shows the change in Magna's Sales and Adjusted EBIT by segment and the impact each segment's changes have on Magna's Adjusted EBIT as a percentage of sales for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021:

							Adjusted<br> EBIT
				Adjusted			as<br> a percentage
	Sales			EBIT			of<br> sales
Nine <br> months ended September 30, 2021	$	27,132		$	1,556			5.7	%
Increase<br> related to:
Body<br> Exteriors & Structures		1,143			(7	)	-	0.3	%
Power &<br> Vision		307			(205	)	-	0.8	%
Seating<br> Systems		332			(17	)	-	0.1	%
Complete<br> Vehicles		(704	)		(11	)	+	0.1	%
Corporate<br> and Other		62			(10	)		—
Nine months<br>ended September 30, 2022	$	28,272		$	1,306			4.6	%

Adjusted EBIT as a percentage of sales decreased to 4.6% for the nine months ended September 30, 2022 compared to 5.7% for the nine months ended September 30, 2021 primarily due to:

•	higher<br> net production input costs, including commodity, energy, labour, and freight costs;
•	inefficiencies<br> and other costs at certain underperforming facilities;
---	---
•	lower<br> equity income;
---	---
•	reduced earnings as a result of the substantial suspension of operations<br>at our Russian facilities;
---	---
•	a<br> favourable value-added tax settlement in Brazil during the first nine months of 2021; and
---	---
•	higher<br> electrification spending, including at certain equity-accounted entities.
---	---

These factors were partially offset by:

•	earnings<br> on higher sales;
•	higher<br> favourable commercial settlements;
---	---
•	a<br> provision on an engineering services contract with the automotive unit of Evergrande in our<br> Complete Vehicles segment during nine months ended September 30, 2021;
---	---
•	divestitures,<br> net of acquisitions subsequent to the nine months ended September 30, 2021; and
---	---
•	amortization<br> related to public company securities.
---	---

**Magna International Inc. Third Quarter Report 2022 23**

RETURN ON INVESTED CAPITAL

Adjusted Return on Invested Capital decreased to 8.5% for the nine months ended September 30, 2022 compared to 10.3% for the nine months ended September 30, 2021 as a result of a decrease in Adjusted After-tax operating profits partially offset by lower Average Invested Capital. Other expense, net, after tax and Adjustments to Deferred Tax Valuation Allowances negatively impacted Return on Invested Capital by 3.6% in the first nine months of 2022 and by 1.0% in the first nine months of 2021.

Average Invested Capital decreased $91 million to $15.90 billion for the nine months ended September 30, 2022 compared to $16.00 billion for the nine months ended September 30, 2021, primarily due to:

•	the<br> net weakening of foreign currencies against the U.S. dollar;
•	the<br> impairment of our Russian assets recorded during the first nine months of 2022; and
---	---

These factors were partially offset by:

•	acquisitions,<br> net of divestitures during and subsequent to the first nine months of 2021; and
•	an<br> increase in average changes in operating assets and liabilities.
---	---

RETURN ON EQUITY

Return on Equity was 5.7% for the nine months ended September 30, 2022 compared to 11.6% for the nine months ended September 30, 2021. This decrease was due to lower net income attributable to Magna partially offset by lower average shareholders' equity. Other expense, net, after tax and Adjustments to Deferred Tax Valuation Allowances negatively impacted Return on Equity by 5.0% in the first nine months of 2022 and negatively impacted Return on Equity by 1.2% in the first nine months of 2021.

**24 Magna International Inc. Third Quarter Report 2022**

NON-GAAP FINANCIAL MEASURES RECONCILIATION

The reconciliation of Non-GAAP financial measures is as follows:

ADJUSTED EBIT

	For the three months				For the nine months
	ended September 30,				ended September 30,
	2022		2021		2022		2021
Net income	$	296	$	17	$	530	$	1,075
Add:
Interest expense, net		18		22		64		56
Other expense, net		23		180		510		128
Income taxes		104		10		202		297
Adjusted EBIT	$	441	$	229	$	1,306	$	1,556

ADJUSTED EBIT AS A PERCENTAGE OF SALES

	For the three months						For the nine months
	ended September 30,						ended September 30,
	2022			2021			2022			2021
Sales	$	9,268		$	7,919		$	28,272		$	27,132
Adjusted EBIT	$	441		$	229		$	1,306		$	1,556
Adjusted EBIT as a percentage of sales		4.8	%		2.9	%		4.6	%		5.7	%

ADJUSTED DILUTED EARNINGS PER SHARE

	For the three months						For the nine months
	ended September 30,						ended September 30,
	2022			2021			2022			2021
Net income attributable to Magna International Inc.	$	289		$	11		$	497		$	1,050
Add (deduct):
Other expense, net		23			180			510			128
Tax effect on Other expense, net		(4	)		(21	)		(44	)		(16	)
Adjustments to Deferred Tax Valuation Allowances		—			—			(29	)		—
Adjusted net income attributable to Magna International Inc.		308			170			934			1,162
Diluted weighted<br> average number of Common Shares outstanding during the period (millions)		288.5			302.6			292.6			303.2
Adjusted diluted earnings per share	$	1.07		$	0.56		$	3.19		$	3.83

**Magna International Inc. Third Quarter Report 2022 25**

RETURN ON INVESTED CAPITAL AND ADJUSTED RETURN ON INVESTED CAPITAL

Return on Invested Capital is calculated as After-tax operating profits divided by Average Invested Capital for the period. Adjusted Return on Invested Capital is calculated as Adjusted After-tax operating profits divided by Average Invested Capital for the period. Average Invested Capital for the three month period is averaged on a two-fiscal quarter basis and for the nine month period is averaged on a four-fiscal quarter basis.

	For the three months						For the nine months
	ended September 30,						ended September 30,
	2022			2021			2022			2021
Net income	$	296		$	17		$	530		$	1,075
Add (deduct):
Interest expense, net		18			22			64			56
Income taxes on<br> interest expense, net at Magna's effective income tax rate:		(5	)		(3	)		(14	)		(10	)
After-tax operating profits		309			36			580			1,121
Other expense, net		23			180			510			128
Tax effect on Other expense, net		(4	)		(21	)		(44	)		(16	)
Adjustments to Deferred Tax Valuation Allowances		—			—			(29	)		—
Adjusted After-tax operating profits	$	328		$	195		$	1,017		$	1,233
	As at September 30,
---	---	---	---	---	---	---
	2022			2021
Total Assets	$	26,667		$	28,514
Excluding:
Cash and cash equivalents		(1,102	)		(2,748	)
Deferred tax assets		(488	)		(405	)
Less Current Liabilities		(9,878	)		(9,372	)
Excluding:
Long-term debt due within one year		95			101
Current portion of operating lease liabilities		266			269
Invested Capital	$	15,560		$	16,359
	For the three months						For the nine months
---	---	---	---	---	---	---	---	---	---	---	---	---
	ended September 30,						ended September 30,
	2022			2021			2022			2021
After-tax operating profits	$	309		$	36		$	580		$	1,121
Average Invested Capital	$	15,624		$	16,311		$	15,904		$	15,995
Return on Invested Capital		7.9	%		0.9	%		4.9	%		9.3	%
	For the three months						For the nine months
---	---	---	---	---	---	---	---	---	---	---	---	---
	ended September 30,						ended September 30,
	2022			2021			2022			2021
Adjusted After-tax operating profits	$	328		$	195		$	1,017		$	1,233
Average Invested Capital	$	15,624		$	16,311		$	15,904		$	15,995
Adjusted Return on Invested Capital		8.4	%		4.8	%		8.5	%		10.3	%

**26 Magna International Inc. Third Quarter Report 2022**

RETURN ON EQUITY

Return on Equity is discussed in the "Non-GAAP Performance Measures" section and is calculated in the table below:

	For the three months						For the nine months
	ended September 30,						ended September 30,
	2022			2021			2022			2021
Net income attributable to Magna International Inc.	$	289		$	11		$	497		$	1,050
Average Shareholders' Equity	$	11,095		$	12,305		$	11,614		$	12,095
Return on Equity		10.4	%		0.4	%		5.7	%		11.6	%

SUBSEQUENT EVENTS

NORMAL COURSE ISSUER BID

Subject to approval by the Toronto Stock Exchange ["TSX"] and the New York Stock Exchange ["NYSE"], our Board of Directors approved a new normal course issuer bid to purchase up to 28.4 million of our Common Shares, representing approximately 10% of our public float of Common Shares. The primary purposes of the normal course issuer bid are purchases for cancellation as well as purchases to fund our stock-based compensation awards or programs and/or its obligations to its deferred profit sharing plans. The normal course issuer bid is expected to commence on or about November 15, 2022 and will terminate one year later. All purchases of Common Shares will be made at the market price at the time of purchase in accordance with the rules and policies of the TSX or on the NYSE in compliance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934.

Purchases may also be made through alternative trading systems in Canada and the U.S., or by such other means permitted by the TSX, including by private agreement or specific share repurchase program at a discount to the prevailing market price, pursuant to an issuer bid exemption order issued by a securities regulatory authority.

COMMITMENTS AND CONTINGENCIES

From time to time, we may be contingently liable for litigation, legal and/or regulatory actions and proceedings and other claims. Refer to Note 14, "Contingencies" of our unaudited interim consolidated financial statements for the three and nine months ended September 30, 2022, which describes these claims.

For a discussion of risk factors relating to legal and other claims/actions against us, refer to "Item 5. Risk Factors" in our Annual Information Form and Annual Report on Form 40-F, each in respect of the year ended December 31, 2021.

CONTROLS AND PROCEDURES

There have been no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

**Magna International Inc. Third Quarter Report 2022 27**

FORWARD-LOOKING STATEMENTS

Certain statements in this MD&A may constitute "forward-looking information" or "forward-looking statements" (collectively, "forward-looking statements"). Any such forward-looking statements are intended to provide information about management's current expectations and plans and may not be appropriate for other purposes. Forward-looking statements may include financial and other projections, as well as statements regarding our future plans, strategic objectives or economic performance, or the assumptions underlying any of the foregoing, and other statements that are not recitations of historical fact. We use words such as "may", "would", "could", "should", "will", "likely", "expect", "anticipate", "believe", "intend", "plan", "aim", "forecast", "outlook", "project", "estimate", "target" and similar expressions suggesting future outcomes or events to identify forward-looking statements.

The following table identifies the material forward-looking statements contained in this document, together with the material potential risks that we currently believe could cause actual results to differ materially from such forward-looking statements. Readers should also consider all of the risk factors which follow below the table:

Material Forward-Looking Statement	Material Potential Risks Related to Applicable Forward-Looking Statement
Russian Invasion of Ukraine	·	Impact on global economic growth
	·	Disruption of production in Russia
	·	Lower industry production volumes and lower Magna sales
	·	Higher energy, commodity, transportation/logistics and other<br>input costs
	·	Potential disruption of energy supply to Western European operations,<br>particularly natural gas
	·	Disruption of supply chains, including potential worsening<br>of semiconductor chip shortage
	·	Increasing cybersecurity threats
	·	Expropriation risks
Impact of energy shortages/rationing initiatives	·	Risks related to production shutdowns due to energy shortages/rationing.<br>These risks include:
		·	Lower sales
		·	Higher energy costs
		·	Premium freight costs to expedite shipments; and/or other unrecoverable<br>costs
	·	Price increases from sub-suppliers that have been negatively<br>impacted by production inefficiencies, premium freight costs and/or other costs related to production shutdowns resulting from energy<br>rationing
Impact of supply chain disruptions	·	Risks related to supply chain disruptions include:
		·	Lower sales
		·	Higher<br>commodity costs
		·	Production inefficiencies due to production lines being stopped/restarted<br>unexpectedly
		·	Premium freight costs to expedite shipments; and/or other unrecoverable<br>costs
		·	Price increases from sub-suppliers that have been negatively<br>impacted by production inefficiencies, premium freight costs and/or other costs related to the commodity shortages
Inflationary price increases	·	Commodity cost volatility
	·	Increase<br>in our cost structure as a result of inability to offset inflationary price increases through continuous improvement actions, price increases,<br>adjustments to our own operations or otherwise
	·	Price increases or surcharges from sub-suppliers in connection<br>with inflationary pressures they face
	·	Skilled labour attraction/retention, including as a result<br>of wage pressures in some markets
Rising interest rates	·	Impact of higher interest rates and availability of credit<br>on consumer confidence and in turn vehicle sales and vehicle production
Vehicle affordability deterioration	·	The impact of a deterioration in vehicle affordability on consumer<br>demand for vehicles, and in turn vehicle sales and vehicle production

**28 Magna International Inc. Third Quarter Report 2022**

Forward-looking statements are based on information currently available to us, and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. While we believe we have a reasonable basis for making any such forward-looking statements, they are not a guarantee of future performance or outcomes. Whether actual results and developments conform to our expectations and predictions is subject to a number of risks, assumptions and uncertainties, many of which are beyond our control, and the effects of which can be difficult to predict, including, without limitation:

Risks Related to the Automotive Industry
·	economic cyclicality;
·	regional production volume declines, including as a result<br>of deteriorating vehicle affordability;
·	intense competition;
·	potential restrictions on free trade;
·	trade disputes/tariffs;
Customer and Supplier Related Risks
·	concentration of sales with<br>six customers;
·	emergence of potentially disruptive Electric Vehicle OEMs,<br>including risks related to limited revenues/operating history of new OEM entrants;
·	OEM consolidation and cooperation;
·	shifts in market shares among vehicles or vehicle segments;
·	shifts in consumer "take rates" for products we sell;
·	dependence on outsourcing;
·	quarterly sales fluctuations;
·	potential loss of any material purchase orders;
·	a deterioration in the financial condition of our supply base;
Manufacturing Operational Risks
·	risks arising from Russia’s invasion of Ukraine and compliance<br>with the sanctions regime imposed in response;
·	impact of the semiconductor chip shortage on OEM production<br>volumes and on the efficiency of our operations;
·	risks related to COVID-19;
·	supply disruptions and higher costs to mitigate such disruptions;
·	regional energy shortages and price increases;
·	skilled labour attraction/retention;
·	product and new facility launch risks;
·	operational underperformance;
·	restructuring costs;
·	impairment<br>charges;
·	labour disruptions;
·	climate change risks;
·	leadership succession;
IT Security/Cybersecurity Risks
·	IT/Cybersecurity breach;
·	product cybersecurity breach;
Pricing Risks
---	---
·	inflationary pressures;
·	pricing risks following time<br>of quote or award of new business;
·	price concessions;
·	commodity cost volatility;
·	declines in scrap steel/aluminum prices;
Warranty / Recall Risks
·	costs related to repair or replace defective products, including<br>due to a recall;
·	warranty or recall costs that<br>exceed warranty provisions or insurance coverage limits;
·	product liability claims;
Acquisition Risks
·	competition for strategic acquisition targets;
·	inherent merger and acquisition<br>risks;
·	acquisition integration risk;
Other Business Risks
·	risks related to conducting<br>business through joint ventures;
·	our ability to consistently develop and commercialize innovative<br>products or processes;
·	intellectual property risks;
·	our changing business risk profile as a result of increased<br>investment in electrification and autonomous/assisted driving, including: higher R&D and engineering costs, and challenges in quoting<br>for profitable returns on products for which we may not have significant quoting experience;
·	risks of conducting business in foreign markets;
·	fluctuations in relative currency values;
·	tax risks;
·	reduced<br>financial flexibility as a result of an economic shock;
·	changes<br>in credit ratings assigned to us.
Legal, Regulatory and Other Risks
·	antitrust risk;
·	legal claims and/or regulatory actions against us; and changes<br>in laws and regulations, including those related to vehicle emissions or made as a result of the COVID-19 pandemic.

In evaluating forward-looking statements,we caution readers not to place undue reliance on any forward-looking statement. Additionally, readers should specifically consider thevarious factors which could cause actual events or results to differ materially from those indicated by such forward-looking statements,including the risks, assumptions and uncertainties above which are:

·	discussed under the "Industry Trends and Risks" heading of our Management's Discussion and Analysis; and
·	set out in our Annual Information Form filed with securities commissions in Canada, our annual report on Form 40-F filed with the United States Securities and Exchange Commission, and subsequent filings.

Readers should also consider discussion ofour risk mitigation activities with respect to certain risk factors, which can also be found in our Annual Information Form.

**Magna International Inc. Third Quarter Report 2022 29**

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME

[Unaudited]

[U.S. dollars in millions, exceptper share figures]

		Three months<br> ended						Nine months<br> ended
		September 30,						September 30,
	Note	2022			2021			2022			2021
Sales	15	$	9,268		$	7,919		$	28,272		$	27,132
Costs<br> and expenses
Cost of<br> goods sold			8,126			6,885			24,785			23,275
Depreciation<br> and amortization			341			385			1,070			1,123
Selling,<br> general and administrative			387			454			1,183			1,303
Interest<br> expense, net			18			22			64			56
Equity income			(27	)		(34	)		(72	)		(125	)
Other<br> expense, net	2		23			180			510			128
Income from<br> operations before income taxes			400			27			732			1,372
Income<br> taxes	10		104			10			202			297
Net<br> income			296			17			530			1,075
Income<br> attributable to non-controlling interests			(7	)		(6	)		(33	)		(25	)
Net<br> income attributable to Magna International Inc.		$	289		$	11		$	497		$	1,050
Earnings per Common Share:	3
Basic		$	1.01		$	0.04		$	1.70		$	3.49
Diluted		$	1.00		$	0.04		$	1.70		$	3.46
Cash dividends<br> paid per Common Share		$	0.45		$	0.43		$	1.35		$	1.29
Weighted average number of<br> Common Shares outstanding during the period<br> [in millions]:	3
Basic			287.9			300.7			291.9			300.9
Diluted			288.5			302.6			292.8			303.2

Seeaccompanying notes

**30 Magna International Inc. Third Quarter Report 2022**

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVELOSS

[Unaudited]

[U.S. dollars in millions]

		Three months ended						Nine months ended
		September 30,						September 30,
	Note	2022			2021			2022			2021
Net income		$	296		$	17		$	530		$	1,075
Other comprehensive loss, net of tax:	12
Net unrealized loss on translation of net<br> investment in foreign operations			(474	)		(124	)		(920	)		(127	)
Net unrealized (loss) gain on cash flow hedges			(56	)		(22	)		(51	)		25
Reclassification of net gain on cash flow<br> hedges to net income			(6	)		(19	)		(25	)		(37	)
Reclassification of net loss on pensions to net income			2			3			4			7
Reserve for cumulative translation losses			—			—			203			—
Pension and post retirement benefits			—			1			1			2
Other comprehensive loss			(534	)		(161	)		(788	)		(130	)
Comprehensive (loss) income			(238	)		(144	)		(258	)		945
Comprehensive loss (income) attributable to non-controlling interests			16			(7	)		14			(28	)
Comprehensive<br> (loss) income attributable to Magna International Inc.		$	(222	)	$	(151	)	$	(244	)	$	917

See accompanying notes

**Magna International Inc. Third Quarter Report 2022 31**

MAGNA INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

[Unaudited]

[U.S. dollars in millions]

		As at			As at
		September 30,			December 31,
	Note	2022			2021
ASSETS
Current assets
Cash and cash equivalents	5	$	1,102		$	2,948
Accounts receivable			7,082			6,307
Inventories	6		4,108			3,969
Prepaid expenses and other			269			278
			12,561			13,502
Investments	7		1,323			1,593
Fixed assets, net			7,470			8,293
Operating lease right-of-use assets			1,545			1,700
Intangible assets, net			438			493
Goodwill			1,931			2,122
Deferred tax assets			488			421
Other assets	8		911			962
		$	26,667		$	29,086
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable		$	6,624		$	6,465
Other accrued liabilities	9		1,986			2,156
Accrued salaries and wages			810			851
Income taxes payable			97			200
Long-term debt due within one year			95			455
Current portion of operating lease liabilities			266			274
			9,878			10,401
Long-term debt			3,325			3,538
Operating lease liabilities			1,254			1,406
Long-term employee benefit liabilities			617			700
Other long-term liabilities			397			376
Deferred tax liabilities			350			440
			15,821			16,861
Shareholders' equity
Capital stock
Common Shares
[issued: 285,903,854; December 31, 2021 – 300,527,416]	11		3,294			3,403
Contributed surplus			103			102
Retained earnings			8,676			9,231
Accumulated other comprehensive loss	12		(1,632	)		(900	)
			10,441			11,836
Non-controlling interests			405			389
			10,846			12,225
		$	26,667		$	29,086

See accompanying notes

**32 Magna International Inc. Third Quarter Report 2022**

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

[Unaudited]

[U.S. dollars in millions]

		Three months ended						Nine months ended
		September 30,						September 30,
	Note	2022			2021			2022			2021
Cash provided from (used for):
OPERATING ACTIVITIES
Net income		$	296		$	17		$	530		$	1,075
Items not involving current cash flows	5		295			515			1,370			1,205
			591			532			1,900			2,280
Changes in operating assets and liabilities	5		(353	)		(132	)		(1,061	)		(691	)
Cash provided from operating activities			238			400			839			1,589
INVESTMENT ACTIVITIES
Fixed asset additions			(364	)		(334	)		(931	)		(823	)
Increase in equity method investments	7		—			(454	)		—			(454	)
Increase in investments, other assets and intangible assets			(125	)		(101	)		(269	)		(298	)
Funding provided on sale of business	2		—			(41	)		6			(41	)
Increase in public and private equity investments			(25	)		(3	)		(29	)		(23	)
Proceeds from disposition			41			10			104			49
Settlement of long-term receivable from non-consolidated JV			—			—			—			50
Business combinations			—			—			—			18
Cash used for investing activities			(473	)		(923	)		(1,119	)		(1,522	)
FINANCING ACTIVITIES
Issues of debt			14			11			45			34
Increase (decrease) in short-term borrowings			2			—			3			(101	)
Repayments of debt			(26	)		(24	)		(417	)		(105	)
Issue of Common Shares on exercise of stock options			1			3			5			136
Tax withholdings on vesting of equity awards			—			—			(15	)		(12	)
Contributions to subsidiaries by non-controlling interests			—			—			5			—
Repurchase of Common Shares	11		(180	)		(5	)		(775	)		(266	)
Dividends paid to non-controlling interests			(10	)		(2	)		(22	)		(10	)
Dividends paid			(125	)		(130	)		(388	)		(387	)
Cash used for financing activities			(324	)		(147	)		(1,559	)		(711	)
Effect of exchange<br> rate changes on cash, cash equivalents and restricted cash equivalents			(3	)		(8	)		(7	)		18
Net decrease in cash and cash equivalents during the period			(562	)		(678	)		(1,846	)		(626	)
Cash, cash equivalents and restricted<br> cash equivalents, beginning of period			1,664			3,426			2,948			3,374
Cash and cash equivalents, end of period	5	$	1,102		$	2,748		$	1,102		$	2,748

See accompanying notes

**Magna International Inc. Third Quarter Report 2022 33**

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CHANGESIN EQUITY

[Unaudited]

[U.S. dollars in millions]

		Nine months ended September 30, 2022
		Common<br> Shares															Non-
					Stated			Contributed			Retained						controlling			Total
	Note	Number			Value			Surplus			Earnings			AOCL^(i)^			Interest			Equity
		[in<br> millions]
Balance,<br> December 31, 2021			297.9		$	3,403		$	102		$	9,231		$	(900	)	$	389		$	12,225
Net<br> income												497						33			530
Other<br> comprehensive loss															(741	)		(47	)		(788	)
Shares<br> issued on exercise of stock options			0.1			6			(1	)											5
Release<br> of stock and stock units			0.5			20			(20	)
Tax<br> withholdings on vesting of equity rewards			(0.2	)		(2	)					(13	)								(15	)
Repurchase<br> and cancellation under normal course issuer bid	11		(12.4	)		(140	)					(644	)		9						(775	)
Stock-based<br> compensation expense									22												22
Business<br> Combinations	4																	47			47
Contribution<br> by non-controlling interests																		5			5
Dividends<br> paid to non-controlling Interests																		(22	)		(22	)
Dividends<br> paid						7						(395	)								(388	)
Balance,<br> September 30, 2022			285.9		$	3,294		$	103		$	8,676		$	(1,632	)	$	405		$	10,846
		Three months ended September 30, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Common<br> Shares														Non-
					Stated			Contributed		Retained						controlling			Total
	Note	Number			Value			Surplus		Earnings			AOCL^(i)^			Interest			Equity
		[in<br> millions]
Balance,<br> June 30, 2022			289.0		$	3,326		$	96	$	8,662		$	(1,124	)	$	384		$	11,344
Net<br> income											289						7			296
Other<br> comprehensive loss														(511	)		(23	)		(534	)
Shares<br> issued on exercise of  stock options						1														1
Repurchase<br> and cancellation under normal course issuer bid	11		(3.1	)		(36	)				(147	)		3						(180	)
Stock-based<br> compensation expense									7											7
Business<br> Combinations	4																47			47
Dividends<br> paid to non-controlling  interests																	(10	)		(10	)
Dividends<br> paid						3					(128	)								(125	)
Balance,<br> September 30, 2022			285.9		$	3,294		$	103	$	8,676		$	(1,632	)	$	405		$	10,846

(i) AOCLis Accumulated Other Comprehensive Loss.

See accompanying notes

**34 Magna International Inc. Third Quarter Report 2022**

MAGNA INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CHANGESIN EQUITY

[Unaudited]

[U.S. dollars in millions]

		Nine months ended September 30, 2021
		Common Shares															Non-
					Stated			Contributed			Retained						controlling			Total
	Note	Number			Value			Surplus			Earnings			AOCL ^(i)^			Interest			Equity
		[in millions]
Balance, December 31, 2020			300.5		$	3,271		$	128		$	8,704		$	(733	)	$	350		$	11,720
Net income												1,050						25			1,075
Other comprehensive loss															(133	)		3			(130	)
Shares issued on exercise of stock options			2.9			164			(28	)											136
Release of stock and stock units			0.4			17			(17	)
Tax withholdings on vesting of equity rewards						(2	)					(10	)								(12	)
Repurchase and cancellation under normal course issuer bid			(3.1	)		(32	)					(235	)		1						(266	)
Stock-based compensation expense									24												24
Business combinations																		19			19
Dividends paid to non-controlling interests																		(10	)		(10	)
Dividends paid			0.1			7						(394	)								(387	)
Balance, September 30, 2021			300.8		$	3,425		$	107		$	9,115		$	(865	)	$	387		$	12,169
		Three months ended September 30, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
		Common Shares														Non-
					Stated		Contributed			Retained						controlling			Total
	Note	Number			Value		Surplus			Earnings			AOCL ^(i)^			Interest			Equity
		[in millions]
Balance, June 30, 2021			300.7		$	3,416	$	104		$	9,241		$	(703	)	$	382		$	12,440
Net income											11						6			17
Other comprehensive income														(162	)		1			(161	)
Shares issued on exercise of stock options			0.1			4		(1	)											3
Release of stock and stock units			0.1			3		(3	)
Repurchase and cancellation under normal course issuer bid			(0.1	)							(5	)								(5	)
Stock-based compensation expense								7												7
Dividends paid to non-controlling interests																	(2	)		(2	)
Dividends paid						2					(132	)								(130	)
Balance, September 30, 2021			300.8		$	3,425	$	107		$	9,115		$	(865	)	$	387		$	12,169
(i)	AOCL is Accumulated Other Comprehensive Loss.
---	---

See accompanying notes

**Magna International Inc. Third Quarter Report 2022 35**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[All amounts in U.S. dollars andall tabular amounts in millions unless otherwise noted]

1.	SIGNIFICANT ACCOUNTING POLICIES
[a]	Basis of presentation
---	---

The unaudited interim consolidated financial statements of Magna International Inc. and its subsidiaries [collectively "Magna" or the "Company"] have been prepared in U.S. dollars following accounting principles generally accepted in the United States of America ["GAAP"]. The unaudited interim consolidated financial statements do not conform in all respects to the requirements of GAAP for annual financial statements. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the December 31, 2021 audited consolidated financial statements and notes thereto included in the Company's 2021 Annual Report.

The unaudited interim consolidated financial statements reflect all adjustments, which consist only of normal and recurring adjustments, necessary to present fairly the financial position as at September 30, 2022 and the results of operations, changes in equity, and cash flows for the three and nine-month periods ended September 30, 2022 and 2021.

[b]	Use of Estimates

The preparation of the unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the interim consolidated financial statements and accompanying notes. Due to the inherent uncertainty involved in making estimates, actual results could ultimately differ from those estimates.

**36 Magna International Inc. Third Quarter Report 2022**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[All amounts in U.S. dollars andall tabular amounts in millions unless otherwise noted]

2.	OTHER EXPENSE, NET
		Three months ended <br><br>September 30,				Nine months ended <br><br>September 30,
---	---	---	---	---	---	---	---	---	---	---
		2022		2021		2022		2021
Restructuring and impairments	[a]	$	14		24	$	390		83
Losses (gains) on investments	[b]		9		81		120		10
Loss on sale of business	[c]		—		75		—		75
Gain on business combinations	[d]		—		—		—		(40	)
		$	23	$	180	$	510	$	128
[a]	Restructuring and impairments
---	---

During the third quarter of 2022, the GAC-Group and Stellantis decided to terminate their GAC-Stellantis joint venture in China. As a result, the Company recorded a provision against its associated assets of $10 million [$9 million after tax] in its Body Exteriors & Structures segment and $4 million [$3 million after tax] in its Power & Vision segment, respectively.

As at September 30, 2022, the Company’s operations in Russia remain substantially idled and production is not expected to resume before 2024. In accordance with U.S. GAAP, as a result of the expected lack of future cashflows and the continuing uncertainties connected with the Russian economy, the Company recorded a $376 million [$361 million after tax] impairment charge related to its investment in Russia during the second quarter of 2022. This included net asset impairments of $173 million and a $203 million reserve against the related foreign currency translation losses that are included in accumulated other comprehensive loss. The net asset impairments consisted of $163 million and $10 million in our Body Exteriors & Structures segment and our Seating segment, respectively.

For the three and nine months ended September 30, 2021, the Company recorded restructuring and impairment charges of $16 million [$14 million after tax] in its Body Exteriors & Structures segment, and $4 million [$3 million after tax] in its Seating Systems segment. Restructuring charges for the three and nine months ended September 30, 2021 of $4 million [$3 million after tax] and $63 million [$49 million after tax], respectively were also recorded in its Power & Vision segment.

[b]	Losses (gains) on investments
	Three months ended <br> September 30,						Nine months ended <br> September 30,
---	---	---	---	---	---	---	---	---	---	---	---	---
	2022			2021			2022			2021
Revaluation of public company warrants	$	7		$	54		$	96		$	—
Revaluation of public and private equity investments		2			27			27			10
Gain on sale of public equity investments		—			—			(3	)		—
Other expense, net		9			81			120			10
Tax effect		(2	)		(17	)		(27	)		(3	)
Net loss attributable to Magna	$	7		$	64		$	93		$	7
[c]	Losson sale of business
---	---

During the third quarter of 2021, the Company sold three Body Exteriors & Structures operations in Germany. Under the terms of the arrangement, the Company provided the buyer with $41 million of funding, resulting in a loss on disposal of $75 million [$75 million after tax].

[d]	Gain on business combinations

During the first quarter of 2021, the Company acquired a 65% equity interest and a controlling financial interest in Chongqing Hongli Zhixin Scientific Technology Development Group LLC. The acquisition included an additional 15% equity interest in two entities for which the Company previously used equity accounting. On the change in basis of accounting, the Company recognized a $22 million gain [$22 million after tax].

The Company also recorded a gain of $18 million [$18 million after tax] in connection with the distribution of substantially all of the assets of the Company's European joint venture, Getrag Ford Transmission GmbH.

**Magna International Inc. Third Quarter Report 2022 37**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[All amounts in U.S. dollars andall tabular amounts in millions unless otherwise noted]

3.	EARNINGS PER SHARE
****	Three months ended September 30,				Nine months ended September 30,
---	---	---	---	---	---	---	---	---
	2022		2021		2022		2021
Basic earnings per Common Share:
Net income attributable to Magna International Inc.	$	289	$	11	$	497	$	1,050
Weighted<br> average number of Common Shares outstanding		287.9		300.7		291.9		300.9
Basic<br> earnings per Common Share	$	1.01	$	0.04	$	1.70	$	3.49
Diluted earnings per Common Share [a]:
Net income attributable to Magna International Inc.	$	289	$	11	$	497	$	1,050
Weighted<br> average number of Common Shares outstanding		287.9		300.7		291.9		300.9
Adjustments Stock options and restricted stock		0.6		1.9		0.9		2.3
		288.5		302.6		292.8		303.2
Diluted<br> earnings per Common Share	$	1.00	$	0.04	$	1.70	$	3.46
[a]	For the three and nine months ended September 30, 2022, diluted earnings<br>per Common Share excluded 1.4 million and 1.3 million [2021 – 0.6 million and 0.3 million] Common Shares, respectively, issuable<br>under the Company's Incentive Stock Option Plan because these options were not "in-the-money". The dilutive effect of participating<br>securities using the two-class method was excluded from the calculation of earnings per share because the effect would be immaterial.
---	---
4.	BUSINESS COMBINATIONS
---	---

On September 11, 2022, Magna invested $25 million in Yulu Mobility, an electrified mobility provider in India and together with Yulu Mobility, established a new battery swapping entity ("Yulu Energy") to support electrification of mobility and required infrastructure. Under the terms of the arrangement, Yulu Mobility contributed certain assets and intellectual property for a 49% interest in Yulu Energy and Magna contributed cash of $52 million for a 51% controlling interest in Yulu Energy.

The investment in Yulu Mobility has been recorded in investments on the consolidated balance sheets and the investment in Yulu Energy was accounted for as a business combination. The following table summarizes the net effect of the business combination on the Company’s consolidated balance sheet as at September 30, 2022:

Fixed assets, net	$	2
Goodwill		20
Intangible assets, net		33
Deferred tax liabilities		(8	)
		47
Non-controlling interests		(47	)
	$	—

**38 Magna International Inc. Third Quarter Report 2022**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[All amounts in U.S. dollars andall tabular amounts in millions unless otherwise noted]

5.	DETAILS OF CASH FROM OPERATING ACTIVITIES
[a]	Cash, and cash equivalents:
---	---
	September 30,<br><br> 2022		December 31,<br><br> 2021
---	---	---	---	---
Bank term deposits and bankers' acceptances	$	488	$	1,984
Cash		614		964
	$	1,102	$	2,948
[b]	Items not involving current cash flows:
---	---
	Three months ended <br> September 30,						Nine months ended <br> September 30,
---	---	---	---	---	---	---	---	---	---	---	---	---
	2022			2021			2022			2021
Depreciation and amortization	$	341		$	385		$	1,070		$	1,123
Amortization of other assets included in cost of goods sold		49			67			127			202
Deferred revenue amortization		(54	)		(29	)		(163	)		(149	)
Dividends received in excess of equity income		(26	)		7			(16	)		9
Future tax recovery		(22	)		(68	)		(141	)		(42	)
Other non-cash (recoveries) charges		(2	)		(3	)		12			18
Non-cash portion of Other expense, net [note 2]		9			156			120			44
Impairment Charges		—			—			361			—
	$	295		$	515		$	1,370		$	1,205
[c]	Changes in operating assets and liabilities:
---	---
	Three months ended <br> September 30,						Nine months ended <br> September 30,
---	---	---	---	---	---	---	---	---	---	---	---	---
	2022			2021			2022			2021
Accounts receivable	$	(601	)	$	327		$	(1,339	)	$	384
Inventories		(208	)		(247	)		(527	)		(808	)
Prepaid expenses and other		(7	)		7			6			-
Accounts payable		427			(224	)		680			(424	)
Accrued salaries and wages		78			11			33			98
Other accrued liabilities		(5	)		(17	)		180			7
Income taxes payable		(37	)		11			(94	)		52
	$	(353	)	$	(132	)	$	(1,061	)	$	(691	)
6.	INVENTORIES
---	---

Inventories consist of:

	September 30,		December 31,
	2022		2021
Raw materials and supplies	$	1,695	$	1,598
Work-in-process		439		400
Finished goods		511		506
Tooling and engineering		1,463		1,465
	$	4,108	$	3,969

Tooling and engineering inventory represents costs incurred on tooling and engineering services contracts in excess of billed and unbilled amounts included in accounts receivable.

**Magna International Inc. Third Quarter Report 2022 39**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]

7.	INVESTMENTS
	September 30,		December 31,
---	---	---	---	---
	2022		2021
Equity method investments	$	915	$	1,031
Public and private equity investments		310		358
Warrants		98		204
	$	1,323	$	1,593

Cumulative unrealized gains and losses on equity securities held as at September 30, 2022 were $76 million and $127 million [$84 million and $21 million as at December 31, 2021], respectively.

8.	OTHER ASSETS

Other assets consist of:

	September 30,		December 31,
	2022		2021
Preproduction<br> costs related to long-term supply agreements	$	610	$	668
Long-term<br> receivables		197		184
Pension overfunded<br> status		41		41
Unrealized<br> gain on cash flow hedges		22		11
Other,<br> net		41		58
	$	911	$	962
9.	WARRANTY
---	---

The following is a continuity of the Company's warranty accruals, included in Other accrued liabilities:

	2022			2021
Balance, beginning of period	$	247		$	284
Expense, net		17			27
Settlements		(4	)		(28	)
Business Combinations		—			2
Foreign exchange and other		(5	)		(6	)
Balance, March 31		255			279
Expense, net		7			26
Settlements		(14	)		(12	)
Foreign exchange and other		(9	)		2
Balance, June 30		239			295
Expense, net		30			16
Settlements		(34	)		(26	)
Foreign exchange and other		(8	)		(4	)
Balance, September 30	$	227		$	281

**40 Magna International Inc. Third Quarter Report 2022**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]

10.	INCOME TAX

For the three and nine months ended September 30, 2022, the Company’s effective income tax rate does not reflect the customary rate due to losses in Europe that could not be recognized. The nine-month rate is also adversely affected by the impairment charges described in note 2 (negatively affected the income tax rate by 8%) which is partially offset by a partial release of valuation allowances against deferred tax assets resulting from a tax reorganization.

11.	CAPITAL STOCK
[a]	The Company<br> repurchased shares under normal course issuer bids as follows:
---	---
	2022				2021
---	---	---	---	---	---	---	---	---
	Number of<br><br> shares		Cash<br><br> consideration		Number of<br><br> shares		Cash<br><br> consideration
First Quarter		5,834,073	$	383		1,831,827	$	162
Second Quarter		3,521,906		212		1,009,037		99
Third Quarter		3,114,100		180		62,659		5
		12,470,079	$	775		2,903,523	$	266
[b]	The following<br> table presents the maximum number of shares that would be outstanding if all the dilutive<br> instruments outstanding at November 3, 2022 were exercised or converted:
---	---
Common Shares	285,819,254
---	---
Stock<br> options ^(i)^	6,015,877
	291,835,131
(i)	Options to purchase Common Shares are exercisable by the holder in accordance with the vesting provisions and upon payment of the exercise price as may be determined from time to time pursuant to the Company's stock option plans.
---	---

**Magna International Inc. Third Quarter Report 2022 41**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]

12.	ACCUMULATED OTHER COMPREHENSIVELOSS

The following is a continuity schedule of accumulated other comprehensive loss:

	2022			2021
Accumulated net unrealized loss on translation of net investment in foreign operations
Balance, beginning of period	$	(735	)	$	(551	)
Net unrealized loss		(96	)		(105	)
Repurchase of shares under normal course issuer bid		3			1
Balance, March 31		(828	)		(655	)
Repurchase of shares under normal course issuer bid		3			—
Reserve for cumulative translation losses		203			—
Net unrealized (loss) gain		(326	)		100
Balance, June 30		(948	)		(555	)
Net unrealized loss		(451	)		(125	)
Repurchase of shares under normal course issuer bid		3			—
Balance, September 30		(1,396	)		(680	)
Accumulated<br> net unrealized gain (loss) on cash flow hedges ^(i)^
Balance, beginning of period		24			42
Net unrealized gain		55			13
Reclassification of net gain to net income		(6	)		(8	)
Balance, March 31		73			47
Net unrealized (loss) gain		(50	)		34
Reclassification of net gain to net income		(13	)		(10	)
Balance, June 30		10			71
Net unrealized loss		(56	)		(22	)
Reclassification of net gain to net income		(6	)		(19	)
Balance, September 30		(52	)		30
Accumulated net unrealized loss on pensions
Balance, beginning of period		(189	)		(224	)
Revaluation		1			—
Reclassification of net loss to net income		1			3
Balance, March 31		(187	)		(221	)
Revaluation		—			1
Reclassification of net loss to net income		1			1
Balance, June 30		(186	)		(219	)
Revaluation		—			1
Reclassification of net loss to net income		2			3
Balance, September 30		(184	)		(215	)
Total accumulated other comprehensive loss	$	(1,632	)	$	(865	)
(i)	The amount of income tax expense that has been netted in the accumulated net unrealized gain on cash flow hedges is as follows:
---	---
	2022			2021
---	---	---	---	---	---	---
Balance, beginning of period	$	(8	)	$	(15	)
Net unrealized gain		(18	)		(4	)
Reclassifications<br> of net gain to net income		2			3
Balance, March 31		(24	)		(16	)
Net unrealized loss (gain)		17			(12	)
Reclassifications<br> of net gain to net income		4			4
Balance, June 30		(3	)		(24	)
Net unrealized loss		20			8
Reclassifications of net gain to net income		2			6
Balance, September 30	$	19		$	(10	)

The amount of other comprehensive loss that is expected to be reclassified to net income over the next 12 months is $23 million.

**42 Magna International Inc. Third Quarter Report 2022**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]

13.	FINANCIAL INSTRUMENTS
[a]	Financial assets and liabilities
---	---

The Company's financial assets and financial liabilities consist of the following:

	September 30,			December 31,
	2022			2021
Financial<br> assets
Cash<br> and cash equivalents	$	1,102		$	2,948
Accounts<br> receivable		7,082			6,307
Warrants<br> and public and private equity investments		408			562
Long-term<br> receivables included in other assets		197			184
	$	8,789		$	10,001
Financial<br> liabilities
Long-term<br> debt (including portion due within one year)	$	3,420		$	3,993
Accounts<br> payable		6,624			6,465
	$	10,044		$	10,458
Derivatives<br> designated as effective hedges, measured at fair value
Foreign<br> currency contracts
Prepaid<br> expenses	$	58		$	34
Other assets		22			11
Other accrued<br> liabilities		(80	)		(12	)
Other<br> long-term liabilities		(60	)		(8	)
	$	(60	)	$	25
[b]	Derivatives designated as effective hedges, measured at fair value
---	---

The Company presents derivatives that are designated as effective hedges at gross fair values in the consolidated balance sheets. However, master netting and other similar arrangements allow net settlements under certain conditions. The following table shows the Company's derivative foreign currency contracts at gross fair value as reflected in the consolidated balance sheets and the unrecognized impacts of master netting arrangements:

	Gross			Gross
	amounts			amounts
	presented			not offset
	in consolidated			in consolidated
	balance<br> sheets			balance<br> sheets			Net<br> amounts
September 30, 2022
Assets	$	80		$	61		$	19
Liabilities	$	(140	)	$	(61	)	$	(79	)
December 31, 2021
Assets	$	45		$	14		$	31
Liabilities	$	(20	)	$	(14	)	$	(6	)

**Magna International Inc. Third Quarter Report 2022 43**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]

13.	Financial instruments (CONTINUED)
[c]	Fair value
---	---

The Company determined the estimated fair values of its financial instruments based on valuation methodologies it believes are appropriate; however, considerable judgment is required to develop these estimates. Accordingly, these estimated fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange. The estimated fair value amounts can be materially affected by the use of different assumptions or methodologies. The methods and assumptions used to estimate the fair value of financial instruments are described below:

Cashand cash equivalents, accounts receivable and accounts payable.

Due to the short period to maturity of the instruments, the carrying values as presented in the consolidated balance sheets are reasonable estimates of fair values.

Publiclytraded and private equity securities

The fair value of the Company’s investments in publicly traded equity securities is determined using the closing price on the measurement date, as reported on the stock exchange on which the securities are traded. [Level 1 input based on the GAAP fair value hierarchy.]

The Company estimates the value of its private equity securities based on valuation methods using the observable transaction price at the transaction date and other observable inputs including rights and obligations of the securities held by the Company. [Level 3 input based on the GAAP fair value hierarchy.]

Warrants

The Company estimates the value of its warrants based on the quoted prices in the active market for Fisker's common shares. [Level 2 inputs based on the GAAP fair value hierarchy.]

Termdebt

The Company's term debt includes $95 million due within one year. Due to the short period to maturity of this debt, the carrying value as presented in the consolidated balance sheets is a reasonable estimate of its fair value.

SeniorNotes

The fair value of our Senior Notes are classified as Level 1 when we use quoted prices in active markets and Level 2 when the quoted prices are from less active markets or when other observable inputs are used to determine fair value. At September 30, 2022, the net book value of the Company's Senior Notes was $3.3 billion and the estimated fair value was $3.1 billion.

[d]	Credit risk

The Company's financial assets that are exposed to credit risk consist primarily of cash and cash equivalents, accounts receivable, and foreign exchange forward contracts with positive fair values.

Cash and cash equivalents which consists of short-term investments, are only invested in bank term deposits and bank commercial paper with primarily an investment grade credit rating. Credit risk is further reduced by limiting the amount which is invested in certain major financial institutions.

The Company is also exposed to credit risk from the potential default by any of its counterparties on its foreign exchange forward contracts. The Company mitigates this credit risk by dealing with counterparties who are major financial institutions that the Company anticipates will satisfy their obligations under the contracts.

**44 Magna International Inc. Third Quarter Report 2022**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]

13.	Financial instruments (CONTINUED)
[d]	Credit risk (continued)
---	---

In the normal course of business, the Company is exposed to credit risk from its customers, substantially all of which are in the automotive industry and are subject to credit risks associated with the automotive industry. For the three and nine month periods ended September 30, 2022, sales to the Company's six largest customers represented 79% of the Company's sales, and substantially all of the Company's sales are to customers with which it has ongoing contractual relationships. In determining the allowance for expected credit losses, the Company considers changes in customer's credit ratings, liquidity, customer’s historical payments and loss experience, current economic conditions, and the Company's expectations of future economic conditions.

[e]	Interest rate risk

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and current liabilities. In particular, the amount of interest income earned on cash and cash equivalents is impacted more by investment decisions made and the demands to have available cash on hand, than by movements in interest rates over a given period.

In addition, the Company is not exposed to interest rate risk on its term debt and Senior Notes as the interest rates on these instruments are fixed.

[f]	Currency risk and foreign exchange contracts

The Company is exposed to fluctuations in foreign exchange rates when manufacturing facilities have committed to the delivery of products, and/or the purchase of materials and equipment in currencies other than the facilities' functional currency. In an effort to manage this net foreign exchange exposure, the Company employs hedging programs, primarily through the use of foreign exchange forward contracts.

At September 30, 2022, the Company had outstanding foreign exchange forward contracts representing commitments to buy and sell various foreign currencies. Significant commitments are as follows:

	For Canadian dollars					For U.S. dollars					For Euros
				Weighted					Weighted					Weighted		Czech		Weighted
	U.S. dollar			average		Peso			average		U.S. dollar			average		Koruna		average
	amount			rate		amount			rate		amount			rate		Amount		rate
Buy		134			0.77388		13,919			0.04409		148			0.87736		6,742		0.03753
(Sell)		(1,706	)		1.28373		(27	)		0.00191		(222	)		1.14012		—		—

Forward contracts mature at various dates through 2025. Foreign currency exposures are reviewed quarterly.

[g]	Equity price risk

Publicequity securities and warrants

The Company's public equity securities and warrants are subject to market price risk due to the risk of loss in value that would result from a decline in the market price of the common shares or underlying common shares.

**Magna International Inc. Third Quarter Report 2022 45**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]

14.	CONTINGENCIES

From time to time, the Company may become involved in regulatory proceedings, or become liable for legal, contractual and other claims by various parties, including customers, suppliers, former employees, class action plaintiffs and others. On an ongoing basis, the Company attempts to assess the likelihood of any adverse judgments or outcomes to these proceedings or claims, together with potential ranges of probable costs and losses. A determination of the provision required, if any, for these contingencies is made after analysis of each individual issue. The required provision may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters.

The Company's policy is to comply with all applicable laws, including antitrust and competition laws. Based on a previously completed global review of legacy antitrust risks which led to a September 2020 settlement with the European Commission and a June 2022 settlement with Brazil’s federal competition authority involving in both cases the supply of closure systems, Magna does not currently anticipate any material liabilities. However, we could be subject to restitution settlements, civil proceedings, reputational damage and other consequences, including as a result of the matters specifically referred to above.

15.	SEGMENTED INFORMATION

Magna is a global automotive supplier which has complete vehicle engineering and contract manufacturing expertise, as well as product capabilities which include body, chassis, exterior, seating, powertrain, active driver assistance, electronics, mirrors & lighting, mechatronics, and roof systems. Magna also has electronic and software capabilities across many of these areas.

The Company is organized under four operating segments: Body Exteriors & Structures, Power & Vision, Seating Systems, and Complete Vehicles. These segments have been determined on the basis of technological opportunities, product similarities, and market and operating factors, and are also the Company's reportable segments.

The Company's chief operating decision maker uses Adjusted Earnings before Interest and Income Taxes ["Adjusted EBIT"] as the measure of segment profit or loss, since management believes Adjusted EBIT is the most appropriate measure of operational profitability or loss for its reporting segments. Adjusted EBIT is calculated by taking Net income (loss) and adding back Income taxes, Interest expense, net, and Other expense, net.

**46 Magna International Inc. Third Quarter Report 2022**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]

15.	Segmented Information (CONTINUED)
[a]	The<br> following tables show segment information for the Company's reporting segments and a reconciliation<br> of Adjusted EBIT to the Company's consolidated net income (loss):
---	---
	Three months ended September 30, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
									Depreciation		Equity			Fixed
	Total			External		Adjusted			and		loss			asset
	sales			sales		EBIT [ii]			amortization		(income)			additions
Body Exteriors & Structures	$	3,976		$	3,918	$	225		$	171	$	5		$	184
Power & Vision		2,911			2,852		117			122		(31	)		140
Seating Systems		1,295			1,292		35			20		(5	)		24
Complete Vehicles		1,213			1,203		65			25		(1	)		16
Corporate & Other [i]		(127	)		3		(1	)		3		5			—
Total Reportable Segments	$	9,268		$	9,268	$	441		$	341	$	(27	)	$	364
	Three months ended September 30, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
								Depreciation		Equity			Fixed
	Total			External		Adjusted		and		loss			asset
	sales			sales		EBIT [ii]		amortization		income			additions
Body Exteriors & Structures	$	3,185		$	3,111	$	98	$	189	$	3		$	168
Power & Vision		2,501			2,449		67		141		(31	)		136
Seating Systems		1,123			1,113		22		23		(3	)		17
Complete Vehicles		1,255			1,243		30		26		(1	)		8
Corporate & Other [i]		(145	)		3		12		6		(2	)		5
Total Reportable Segments	$	7,919		$	7,919	$	229	$	385	$	(34	)	$	334
	Nine months ended September 30, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
								Depreciation		Equity			Fixed
	Total			External		Adjusted		and		loss			asset
	sales			sales		EBIT [ii]		amortization		(income)			additions
Body Exteriors & Structures	$	12,000		$	11,818	$	645	$	535	$	10		$	487
Power & Vision		8,845			8,675		362		380		(72	)		341
Seating Systems		3,924			3,908		86		64		(9	)		59
Complete Vehicles		3,891			3,862		178		79		(3	)		41
Corporate & Other [i]		(388	)		9		35		12		2			3
Total Reportable Segments	$	28,272		$	28,272	$	1,306	$	1,070	$	(72	)	$	931
	Nine months ended September 30, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
								Depreciation		Equity			Fixed
	Total			External		Adjusted		and		loss			asset
	sales			sales		EBIT [ii]		amortization		(income)			additions
Body Exteriors & Structures	$	10,857		$	10,638	$	652	$	554	$	8		$	400
Power & Vision		8,538			8,372		567		409		(116	)		341
Seating Systems		3,592			3,557		103		69		(7	)		39
Complete Vehicles		4,595			4,557		189		76		(3	)		34
Corporate & Other [i]		(450	)		8		45		15		(7	)		9
Total Reportable Segments	$	27,132		$	27,132	$	1,556	$	1,123	$	(125	)	$	823
[i]	Included<br> in Corporate and Other Adjusted EBIT are intercompany fees charged to the automotive segments.
---	---

**Magna International Inc. Third Quarter Report 2022 47**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]

15.	Segmented Information (CONTINUED)
[ii]	The<br> following table reconciles Net income to Adjusted EBIT:
---	---
	Three months ended				Nine months ended
---	---	---	---	---	---	---	---	---
	September 30,				September 30,
	2022		2021		2022		2021
Net income	$	296	$	17	$	530	$	1,075
Add:
Interest expense, net		18		22		64		56
Other expense, net		23		180		510		128
Income taxes		104		10		202		297
Adjusted EBIT	$	441	$	229	$	1,306	$	1,556
[b]	The<br>following table shows Goodwill for the Company's reporting segments:
---	---
	September 30,		December 31,
---	---	---	---	---
	2022		2021
Body Exteriors & Structures	$	431	$	471
Power & Vision		1,128		1,269
Seating Systems		256		270
Complete Vehicles		96		112
Corporate and Other		20		—
Total Reportable Segments	$	1,931	$	2,122
[c]	The<br>following table shows Net Assets for the Company's reporting segments:
---	---
	September 30,		December 31,
---	---	---	---	---
	2022		2021
Body Exteriors & Structures	$	7,019	$	7,349
Power & Vision		5,920		6,066
Seating Systems		1,391		1,379
Complete Vehicles		620		623
Corporate & Other		693		813
Total Reportable Segments	$	15,643	$	16,230

The following table reconciles Total Assets to Net Assets:

	September 30,			December 31,
	2022			2021
Total Assets	$	26,667		$	29,086
Deduct assets not included in segment net assets:
Cash and cash equivalents		(1,102	)		(2,948	)
Deferred tax assets		(488	)		(421	)
Long-term receivables from joint venture partners		(14	)		(15	)
Deduct liabilities included in segment net assets:
Accounts payable		(6,624	)		(6,465	)
Accrued salaries and wages		(810	)		(851	)
Other accrued liabilities		(1,986	)		(2,156	)
Segment Net Assets	$	15,643		$	16,230

**48 Magna                                                                                      International Inc. Third Quarter Report 2022**

MAGNA INTERNATIONAL INC.

NOTES TO INTERIM CONSOLIDATED FINANCIALSTATEMENTS

[Unaudited]

[Allamounts in U.S. dollars and all tabular amounts in millions unless otherwise noted]

16.	SUBSEQUENT EVENTS

NORMALCOURSE ISSUER BID

Subject to approval by the Toronto Stock Exchange ["TSX"] and the New York Stock Exchange ["NYSE"], the Company’s Board of Directors approved a new normal course issuer bid to purchase up to 28.4 million of our Common Shares, representing approximately 10% of our public float of Common Shares. The primary purposes of the normal course issuer bid are purchases for cancellation as well as purchases to fund our stock-based compensation awards or programs and/or its obligations to its deferred profit sharing plans. The normal course issuer bid is expected to commence on or about November 15, 2022 and will terminate one year later. All purchases of Common Shares will be made at the market price at the time of purchase in accordance with the rules and policies of the TSX or on the NYSE in compliance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934.

**Magna International Inc. Third Quarter Report 2022 49**

CORPORATEOFFICE

Magna International Inc.

337 Magna Drive

Aurora, Ontario

Canada L4G 7K1

Telephone: (905) 726-2462

www.magna.com

TRANSFERAGENT AND REGISTRAR

Canada – Common Shares

Computershare Trust Company of Canada

100 University Avenue, 8^th^ Floor

Toronto, Ontario, Canada M5J 2Y1

Telephone: 1 (800) 564-6253

United States – Common Shares

Computershare Trust Company N.A.

462 S. 4^th^ Street

Louisville, Kentucky, USA 40202

Telephone: 1 (800) 962-4284

From all other countries

Telephone: 1 (514) 982-7555

www.computershare.com

EXCHANGELISTINGS

Common Shares

Toronto Stock Exchange	MG
The New York Stock Exchange	MGA
---	---

Shareholders wishing to communicate with the non-management members of the Magna Board of Directors may do so by contacting the Chairman of Board through the office of Magna’s Corporate Secretary at 337 Magna Drive, Aurora, Ontario, Canada L4G 7K1 (905) 726-7070.

Annual Report

Copies of the Annual Report may be obtained from: The Corporate Secretary, Magna International Inc., 337 Magna Drive, Aurora, Ontario, Canada L4G 7K1 or www.magna.com. Copies of financial data and other publicly filed documents are available through the internet on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com, and on the United States Securities and Exchange Commission's Electronic Data Gathering, Analysis and Retrieval System (EDGAR) which can be accessed at www.sec.gov.

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Seetarama (Swamy) Kotagiri, Chief Executive Officer of Magna International Inc., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Magna International Inc. (the “issuer”) for the interim period ended September 30, 2022.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosurein Issuer’s Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 4, 2022.

/s/<br> “Swamy Kotagiri”
Seetarama (Swamy) Kotagiri
Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Patrick W.D. McCann, Executive Vice-President and Chief Financial Officer of Magna International Inc., certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Magna International Inc. (the “issuer”) for the interim period ended September 30, 2022.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosurein Issuer’s Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

5.2 N/A

5.3 N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 4, 2022.

/s/ “Patrick McCann”
Patrick W.D. McCann
Executive Vice-President and Chief<br> Financial Officer