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-16under the Securities Exchange Act of 1934

For the month of May 2024

Commission File 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

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.

	MAGNA INTERNATIONAL INC.
	(Registrant)
Date: May 3, 2024
	By:	/s/<br> “Bassem Shakeel”
		Bassem A. Shakeel,
		Vice-President, Associate General Counsel and<br> Corporate Secretary

EXHIBITS

Exhibit 99.1	Press<br> release issued May 3, 2024, in which the Registrant announced its interim unaudited financial<br> results for the three-month period ended March 31, 2024, and declared a quarterly dividend.
Exhibit 99.2	The First<br> Quarter Report of the Registrant, including its unaudited interim consolidated financial<br> statements and Management's Discussion and Analysis of Results of Operations and Financial<br> Position for the period ended March 31, 2024.
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Exhibit 99.3	Certificate<br> of the Chief Executive Officer of the Registrant, Seetarama (Swamy) Kotagiri, dated May 3,<br> 2024 on Form 52-109F2 pursuant to the Canadian Securities Administrators' Multilateral Instrument<br> 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

Exhibit 99.4	Certificate<br> of the Chief Financial Officer of the Registrant, Patrick W.D. McCann, dated May 3, 2024<br> on Form 52-109F2 pursuant to the Canadian Securities Administrators' Multilateral Instrument<br> 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.

Exhibit99.1

PRESS<br> RELEASE
MAGNA ANNOUNCES FIRST QUARTER 2024 RESULTS
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•	Sales<br> increased 3% to $11.0 billion, compared to a 2% rise in global light vehicle production
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•	Diluted<br> earnings per share and Adjusted diluted earnings per share were $0.03 and $1.08, respectively
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•	Recorded<br> asset impairments and restructuring totaling $316 million related to Fisker
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•	Paid<br> dividends of $134 million
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•	Maintaining<br> 2024 Adjusted EBIT Margin Outlook range of 5.4%-6.0%
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AURORA, Ontario, May 3, 2024 — Magna International Inc. (TSX: MG; NYSE: MGA) today reported financial results for the first quarter ended March 31, 2024.

	THREE<br> MONTHS ENDED
	March<br> 31, 2024		March<br> 31, 2023
Reported
Sales	$	10,970	$	10,673
Income<br> from operations before income taxes	$	34	$	275
Net<br> income attributable to Magna International Inc.	$	9	$	209
Diluted earnings per<br> share	$	0.03	$	0.73
Non-GAAP Financial Measures^(1)^
Adjusted<br> EBIT	$	469	$	449
Adjusted diluted earnings<br> per share	$	1.08	$	1.15

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

^(1)^	Adjusted<br> EBIT and Adjusted diluted earnings per share are Non-GAAP financial measures that have<br> no standardized meaning under U.S. GAAP, and as a result may not be comparable to the<br> calculation of similar measures by other companies. Effective July 1, 2023, we revised<br> our calculations of Adjusted EBIT and Adjusted diluted earnings per share to exclude<br> the amortization of acquired intangible assets. The historical presentation<br> of these Non-GAAP measures within this press release has also been updated to reflect<br> the revised calculations. Further information and a reconciliation of<br> these Non-GAAP financial measures is included in the back of this press release.
“Our first quarter results exceeded our expectations for sales and earnings, excluding the impact of impairment charges. As a result of our continued focus on cost containment, customer recoveries and operational excellence, we are maintaining our Adjusted EBIT margin outlook range for 2024 and see continued progress on our planned margin expansion despite uncertainty of electrification volumes and product mix in the industry.”<br><br> <br><br><br> <br>- Swamy Kotagiri, Magna’s Chief Executive Officer
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THREEMONTHS ENDED MARCH 31, 2024

We posted Sales of $11.0 billion for the first quarter of 2024, an increase of 3% from the first quarter of 2023, which compares to a 2% increase in global light vehicle production, including 2% and 11% higher production in North America and China, respectively, partially offset by 2% lower production in Europe. In addition to higher global production, our Sales benefitted from the launch of new programs and the acquisition of Veoneer Active Safety, while Sales were negatively impacted by lower volumes in our Complete Vehicles segment and the net weakening of foreign currencies against the U.S. dollar.

Adjusted EBIT increased to $469 million in the first quarter of 2024 compared to $449 million in the first quarter of 2023. The increase mainly reflected earnings on higher Sales, including higher margins due to the impact of operational excellence and cost initiatives, productivity and efficiency improvements, including lower costs at certain previously underperforming facilities, higher net transactional foreign exchange gains and lower net warranty costs. These were partially offset by higher employee profit sharing and incentive compensation, higher net production input costs and decreased earnings on lower assembly sales.

We recorded asset impairments and restructuring costs totaling $316 million related to Fisker. These amounts are included in Other Expense, net. The impairments exclude the impact of deferred revenue of approximately $195 million that will be recognized in income as performance obligations are satisfied or upon termination of the agreement for manufacturing of the Fisker Ocean SUV.

Income from operations before income taxes was $34 million for the first quarter of 2024 compared to $275 million in the first quarter of 2023, which includes Other expense, net, and Amortization of acquired intangibles totaling $384 million and $154 million, respectively. Excluding Other expense, net, and amortization of acquired intangibles from both periods, Income from operations before income taxes decreased $11 million in the first quarter of 2024 compared to the first quarter of 2023.

Net income attributable to Magna International Inc. was $9 million for the first quarter of 2024 compared to $209 million in the first quarter of 2023, which includes after tax Other expense, net, and Amortization of acquired intangibles totaling $302 million and $120 million, respectively. Excluding Other expense, net, after tax and Amortization of acquired intangibles from both periods, Net income attributable to Magna International Inc. decreased $18 million in the first quarter of 2024 compared to the first quarter of 2023.

Diluted earnings per share decreased to $0.03 in the first quarter of 2024, compared to $0.73 in the first quarter of 2023, and Adjusted diluted earnings per share decreased to $1.08 compared to $1.15.

In the first quarter of 2024, we generated Cash from operations before changes in operating assets and liabilities of $591 million and used $330 million in Operating assets and liabilities. Investment activities for the first quarter of 2024 included $493 million in Fixed asset additions and a $125 million increase in Investments, other assets and intangible assets.

RETURNOF CAPITAL

During the three months ended March 31, 2024, we paid dividends of $134 million.

Our Board of Directors declared a first quarter dividend of $0.475 per Common Share, payable on May 31, 2024 to shareholders of record as of the close of business on May 17, 2024.

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SEGMENTSUMMARY

	For<br> the three months ended March 31,
	Sales									Adjusted<br> EBIT
($Millions)	2024			2023			Change			2024			2023			Change
Body Exteriors<br> & Structures	$	4,429		$	4,439		$	(10	)	$	298		$	272		$	26
Power & Vision		3,842			3,323			519			98			92			6
Seating Systems		1,455			1,486			(31	)		52			37			15
Complete Vehicles		1,383			1,626			(243	)		27			52			(25	)
Corporate<br> and Other		(139	)		(201	)		62			(6	)		(4	)		(2	)
Total<br> Reportable Segments	$	10,970		$	10,673		$	297		$	469		$	449		$	20
	For<br> the three months ended March 31,
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	Adjusted EBIT as a<br> <br>percentage of sales
	2024			2023			Change
Body Exteriors<br> & Structures		6.7	%		6.1	%		0.6	%
Power & Vision		2.6	%		2.8	%		(0.2	)%
Seating Systems		3.6	%		2.5	%		1.1	%
Complete<br> Vehicles		2.0	%		3.2	%		(1.2	)%
Consolidated Average		4.3	%		4.2	%		0.1	%

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 FIRST QUARTER 2024 RESULTS	CONNECT WITH MAGNA<br><br> <br>	3

2024OUTLOOK

We disclose a full-year Outlook annually in February with quarterly updates. The following Outlook is an update to our previous Outlook in February 2024.

Updated2024 Outlook Assumptions

	Current	Previous
Light Vehicle Production (millions of units)
North America	15.7	15.7
Europe	17.4	17.4
China	29.0	28.3
Average Foreign exchange rates:
1 Canadian dollar equals	U.S. $0.725	U.S. $0.740
1 euro equals	U.S. $1.065	U.S. $1.080

Updated2024 Outlook

	Current^(2)^	Previous
Segment Sales
Body Exteriors & Structures	$17.3 - $17.9 billion	$17.4 - $18.0 billion
Power & Vision	$15.4 - $15.8 billion	$15.8 - $16.2 billion
Seating Systems	$5.4 - $5.7 billion	$5.5 - $5.8 billion
Complete Vehicles	$5.0 - $5.3 billion	$5.6 - $5.9 billion
Total Sales	$42.6 - $44.2 billion	$43.8 - $45.4 billion
Adjusted EBIT Margin^(3)^	5.4% - 6.0%	5.4% - 6.0%
Equity Income (included in EBIT)	$120 - $150 million	$120 - $150 million
Interest Expense, net	Approximately $230 million	Approximately $230 million
Income Tax Rate^(4)^	Approximately 22%	Approximately 21%
Adjusted Net Income attributable to<br> Magna^(5)^	$1.5 - $1.7 billion	$1.6 - $1.8 billion
Capital Spending	$2.4 - $2.5 billion	Approximately $2.5 billion

Notes:

^(2)^	Our<br>current Outlook assumes no further production of the Fisker Ocean
^(3)^	Adjusted<br>EBIT Margin is the ratio of Adjusted EBIT to Total Sales. Refer to the reconciliation of Non-GAAP financial measures in the back<br>of this press release for further information
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^(4)^	The<br>Income Tax Rate has been calculated using Adjusted EBIT and is based on current tax legislation
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^(5)^	Adjusted<br>Net Income attributable to Magna represents Net Income excluding Other expense, net and Amortization of acquired intangible assets,<br>net of tax
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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 2024 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.

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KeyDrivers of 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: labour disruptions; free trade arrangements and tariffs; relative currency values; commodities prices; supply chains and infrastructure; availability and relative cost of skilled labour; regulatory frameworks; and other factors.

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: vehicle affordability; interest rates and/or availability of credit; fuel and energy prices; relative currency values; uncertainty as to consumer acceptance of EVs; government subsidies to consumers for the purchase of low- and zero-emission vehicles; and other factors.

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NON-GAAPFINANCIAL MEASURES RECONCILIATION

Effective July 1, 2023, we revised our calculations of Adjusted EBIT and Adjusted diluted earnings per share to exclude the amortization of acquired intangible assets. Revenue generated from acquired intangible assets is included within revenue in determining net income attributable to Magna. We believe that excluding the amortization of acquired intangible assets from these Non-GAAP measures helps management and investors in understanding our underlying performance and improves comparability between our segmented results of operations and our peers.

The historical presentation of these Non-GAAP measures within this press release has also been updated to reflect the revised calculations.

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

AdjustedEBIT

	For<br> the three months ended March 31,
	2024			2023
Net<br> Income	$	26		$	217
Add:
Amortization<br> of acquired intangible assets		28			12
Interest<br> expense, net		51			20
Other<br> expense, net		356			142
Income<br> taxes		8			58
Adjusted<br> EBIT	$	469		$	449
Adjusted<br> EBIT as a percentage of sales (“Adjusted EBIT margin”)
	For the three months ended March 31,
	2024			2023
Sales	$	10,970		$	10,673
Adjusted<br> EBIT	$	469		$	449
Adjusted<br> EBIT as a percentage of sales		4.3	%		4.2	%
Adjusted<br> diluted earnings per share
	For the three months ended March 31,
	2024			2023
Net<br> income attributable to Magna International Inc.	$	9		$	209
Add<br> (deduct):
Amortization<br> of acquired intangible assets		28			12
Other<br> expense, net		356			142
Tax<br> effect on Amortization of acquired intangible assets and Other (income) expense, net		(82	)		(34	)
Adjusted<br> net income attributable to Magna International Inc.	$	311		$	329
Diluted<br> weighted average number of Common Shares outstanding during the period (millions):		287.1			286.6
Adjusted<br> diluted earnings per share	$	1.08		$	1.15

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.

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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 webcast for interested analysts and shareholders to discuss our first quarter ended March 31, 2024 results on Friday, May 3, 2024 at 8:00 a.m. ET. The conference call will be chaired by Swamy Kotagiri, Chief Executive Officer. Please register for the webcast here or through our website www.magna.com. If unable to join the webcast, North American callers can dial 1-800-715-9871 and International callers can dial 1-646-307-1963, conference ID 9829976. 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^(6)^

Magna is more than one of the world’s largest suppliers in the automotive space. We are a mobility technology company built to innovate, with a global, entrepreneurial-minded team of over 179,000^(7)^ employees across 343 manufacturing operations and 105 product development, engineering and sales centres spanning 28 countries. With 65+ years of expertise, our ecosystem of interconnected products combined with our complete vehicle expertise uniquely positions us to advance mobility in an expanded transportation landscape.

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

^(6)^ Manufacturing operations, product development, engineering and sales centres include certain operations accounted forunder the equity method.

^(7)^ Number of employees includes over 168,000 employees at our wholly owned or controlled entities and over 11,000 employeesat certain operations accounted for under the equity method.

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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”, “assume”, “believe”, “intend”, “plan”, “aim”, “forecast”, “outlook”, “project”, “potential”, “cyclicality”, “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
Light<br> Vehicle Production	• Light<br> vehicle sales levels<br><br><br> <br>• Production<br> disruptions, including as a result of labour strikes<br><br><br> <br>• Supply<br> disruptions<br><br><br> <br>• Production<br> allocation decisions by OEMs<br><br><br> <br>• Free<br> trade arrangements and tariffs<br><br><br> <br>• Relative<br> currency values<br><br><br> <br>• Commodities<br> prices<br><br><br> <br>• Availability<br> and relative cost of skilled labour
Total<br> Sales<br><br> <br>Segment<br> Sales	• Same<br> risks as for Light Vehicle Production above<br><br><br> <br>• The<br> impact of elevated interest rates and availability of credit on consumer confidence and in turn vehicle sales and production<br><br><br> <br>• The<br> impact of deteriorating vehicle affordability on consumer demand, and in turn vehicle sales and production<br><br><br> <br>• Alignment<br> with “Car of the Future”<br><br><br> <br>• Evolving<br> business risk profile<br><br><br> <br>• Customer<br> concentration<br><br><br> <br>• Shifts<br> in market shares among vehicles or vehicle segments<br><br><br> <br>• Shifts<br> in consumer “take rates” for products we sell
Adjusted<br> EBIT Margin<br><br> <br>Net<br> Income Attributable to Magna	• Same<br> risks as for Total Sales and Segment Sales above<br><br><br> <br>• Successful<br> execution of critical program launches<br><br><br> <br>• Operational<br> underperformance<br><br><br> <br>• Product<br> warranty/recall risks<br><br><br> <br>• Production<br> inefficiencies in our operations<br><br><br> <br>• Higher<br> costs incurred to mitigate the risk of supply disruptions<br><br><br> <br>• Restructuring<br> costs<br><br><br> <br>• Impairments<br><br><br> <br>• Inflationary<br> pressures<br><br><br> <br>• Our<br> ability to secure cost recoveries from customers and/or otherwise offset higher input costs<br><br> <br>• Price<br> concessions<br><br><br> <br>• Risks<br> of conducting business with newer EV-focused OEMs<br><br><br> <br>• Commodity<br> cost volatility<br><br><br> <br>• Scrap<br> steel price volatility<br><br><br> <br>• Higher<br> labour costs<br><br><br> <br>• Tax<br> risks
Equity<br> Income	• Same risks as Adjusted EBIT Margin and Net Income Attributable to Magna<br><br><br> <br>• Risks<br> related to conducting business through joint ventures<br><br><br> <br>• Risks<br> of doing business in foreign markets

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:

Macroeconomic,<br> Geopolitical and Other Risks<br><br><br> <br>• inflationary<br> pressures;<br><br><br> <br>• interest<br> rates;<br><br><br> <br>• geopolitical<br> risks;<br><br><br> <br><br><br> <br>Risks<br> Related to the Automotive Industry<br><br><br> <br>• economic<br> cyclicality;<br><br><br> <br>• regional<br> production volume declines;<br><br><br> <br>• deteriorating<br> vehicle affordability;<br><br><br> <br>• misalignment<br> between EV production and sales;<br><br> <br>• intense<br> competition;<br><br> <br><br><br> <br>Strategic<br> Risks<br><br><br> <br>• alignment<br> with “Car of the Future”;<br><br><br> <br>• evolving<br> business risk profile;<br><br><br> <br>• technology<br> and innovation;<br><br><br> <br>• investments<br> in mobility and technology companies;<br><br><br> <br><br><br> <br>Customer-Related<br> Risks<br><br><br> <br>• customer<br> concentration;<br><br><br> <br>• growth<br> with Asian OEMs;<br><br><br> <br>• growth<br> of EV-focused OEMs;<br><br><br> <br>• risks<br> of conducting business with newer EV-focused OEMs;<br><br> <br>• Fisker’s<br> ability to continue as a going concern;<br><br><br> <br>• dependence<br> on outsourcing;<br><br><br> <br>• customer<br> cooperation and consolidation;<br><br><br> <br>• EV<br> program deferrals;<br><br><br> <br>• market<br> shifts;<br><br><br> <br>• consumer<br> take rate shifts;<br><br><br> <br>• quarterly<br> sales fluctuations;<br><br><br> <br>• customer<br> purchase orders;<br><br><br> <br>• potential<br> OEM production-related disruptions;	Pricing<br> Risks<br><br><br> <br>• quote/pricing<br> assumptions;<br><br><br> <br>• customer<br> pricing pressure/contractual arrangements;<br><br> <br>• commodity<br> cost volatility;<br><br><br> <br>• scrap<br> steel/aluminum price volatility;<br><br><br> <br><br><br> <br>Warranty/Recall<br> Risks<br><br><br> <br>• repair/replace<br> costs;<br><br><br> <br>• warranty<br> provisions;<br><br><br> <br>• product<br> liability;<br><br><br> <br><br><br> <br>Climate<br> Change Risks<br><br><br> <br>• transition<br> risks and physical risks;<br><br><br> <br>• strategic<br> and other risks;<br><br><br> <br><br><br> <br>IT<br> Security/Cybersecurity Risks<br><br><br> <br>• IT/cybersecurity<br> breach;<br><br><br> <br>• product<br> cybersecurity;<br><br><br> <br><br><br> <br>Acquisition<br> Risks<br><br><br> <br>• acquisition<br> of strategic targets;<br><br><br> <br>• inherent<br> merger and acquisition risks;<br><br><br> <br>• acquisition<br> integration and synergies;<br><br><br> <br><br><br> <br>Other<br> Business Risks<br><br><br> <br>• joint<br> ventures;<br><br><br> <br>• intellectual<br> property;<br><br><br> <br>• risks<br> of doing business in foreign markets;<br><br><br> <br>• relative<br> foreign exchange rates;<br><br><br> <br>• currency<br> devaluation in Argentina;<br><br><br> <br>• pension<br> risks;<br><br><br> <br>• tax<br> risks;
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Supply<br> Chain Risks<br><br><br> <br>• semiconductor<br> chip supply disruptions and price increases;<br><br><br> <br>• supply<br> chain disruptions;<br><br><br> <br>• regional<br> energy supply and pricing;<br><br><br> <br>• supply<br> base condition;<br><br><br> <br><br><br> <br>Manufacturing/Operational<br> Risks<br><br><br> <br>• product<br> launch;<br><br><br> <br>• operational<br> underperformance;<br><br><br> <br>• restructuring<br> costs;<br><br><br> <br>• impairments;<br><br><br> <br>• labour<br> disruptions;<br><br> <br>• skilled<br> labour attraction/retention;<br><br><br> <br>• leadership<br> expertise and succession;	• returns<br> on capital investments;<br><br><br> <br>• financial<br> flexibility;<br><br><br> <br>• credit<br> ratings changes;<br><br><br> <br>• stock<br> price fluctuation;<br><br><br> <br>• dividends;<br><br><br> <br><br><br> <br>Legal,<br> Regulatory and Other Risks<br><br><br> <br>• antitrust<br> proceedings;<br><br><br> <br>• legal<br> and regulatory proceedings;<br><br><br> <br>• changes<br> in laws;<br><br><br> <br>• trade<br> agreements;<br><br><br> <br>• trade<br> disputes/tariffs; and<br><br><br> <br>• environmental<br> compliance.
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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<br> under the “Industry Trends and Risks” heading of our Management’s Discussion<br> and Analysis; and
•	set<br> out in our Annual Information Form filed with securities commissions in Canada, our annual<br> report on Form 40-F with the United States Securities and Exchange commission, and subsequent<br> filings.
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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. Additional information about Magna, including our Annual Information Form, is available through the System for Electronic Data Analysis and Retrieval + (SEDAR+) at www.sedarplus.ca.

MAGNA ANNOUNCES FIRST QUARTER 2024 RESULTS	CONNECT WITH MAGNA<br><br> <br>	9

Exhibit 99.2

MagnaInternational Inc.

FirstQuarter Report

2024

MAGNAINTERNATIONAL 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 months ended March 31, 2024 included in this Quarterly Report, and the audited consolidated financial statements and MD&A for the year ended December 31, 2023 included in our 2023 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 May 2, 2024.

HIGHLIGHTS

Comparing the first quarter of 2024 to the first quarter of 2023:

•	Global<br> light vehicle production increased 2%, including 2% and 11% higher production in North<br> America and China, respectively, and a decline of 2% in Europe.
•	Total<br> sales increased 3% to $11.0 billion, largely reflecting the launch of new programs, higher<br> global light vehicle production and the acquisition of Veoneer Active Safety [“Veoneer<br> AS”] in 2023. These were partially offset by lower complete vehicle assembly volumes.
---	---
•	Diluted<br> earnings per share were $0.03 and adjusted diluted earnings per share^(1)^ were<br> $1.08, compared to $1.15 in the first quarter of 2023. Earnings on higher components<br> and systems sales, the impact of operational excellence and cost initiatives, productivity<br> and efficiency improvements, and lower net warranty costs were more than offset by higher<br> interest expense, higher employee profit sharing and incentive compensation, lower earnings<br> on lower assembly sales and higher net input costs, primarily labour.
---	---
•	Cash<br> from operating activities increased $34 million to $261 million.
---	---

In addition, in the first quarter of 2024, we:

•	Paid<br> dividends of $134 million;
•	Raised<br> debt of $400 million in the form of Senior Notes; and
---	---
•	Were<br> awarded a specialized primary eDrive system for a North America-based global OEM.
---	---

OVERVIEW

OURBUSINESS^(2)^

Magna is more than one of the world’s largest suppliers in the automotive space. We are a mobility technology company built to innovate, with a global, entrepreneurial-minded team of over 179,000^(3)^ employees across 343 manufacturing operations and 105 product development, engineering and sales centres spanning 28 countries. With 65+ years of expertise, our ecosystem of interconnected products combined with our complete vehicle expertise uniquely positions us to advance mobility in an expanded transportation landscape. For further information about Magna (NYSE:MGA; TSX:MG), please visit www.magna.com or follow us on social.

^1^ Adjusted diluted earnings per share is a Non-GAAP financial measure. Refer to the section “Use of Non-GAAP Measures”.

^2^ Manufacturing operations, product development, engineering and sales centres include certain operations accounted for under the equity method**.**

^3^ Number of employees includes over 168,000 employees at our wholly owned or controlled entities and over 11,000 employees at operations accounted for under the equity method.

MagnaInternational Inc. First Quarter Report 2024	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.

Ordinarily, OEM production volumes are 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: labour disruptions; free trade arrangements and tariffs; relative currency values; commodities prices; supply chains and infrastructure; availability and relative cost of skilled labour; regulatory frameworks; and other factors.

While the foregoing economic, political and other factors are part of the general context in which the global automotive industry operates, there are 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, advanced driver assistance systems, connectivity, as well as future mobility business models. 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, 2023, together with subsequent filings. Those industry trends and risk factors remain substantially unchanged in respect of the first quarter ended March 31, 2024, except as follows:

•

EV Program Deferrals: Although the number of EVs sold globally continues to grow, the rate of sales growth began to slow in the first four months of 2024. As a result, OEMs (primarily in North America) have been updating their EV strategies by deferring new EV programs and/or reducing production shifts for current programs. As a result of these actions, we may be unable to recover various pre-production, tooling, engineering, and other costs incurred in advance of production, or to recover them within the timeframe initially contemplated in our business plan. Additionally, we may experience production inefficiencies, including as a result of unutilized or underutilized production capacity and/or disruptions to our workforce plans at affected facilities. The failure to secure commercial recoveries from customers to offset such costs and inefficiencies may have a material adverse effect on our profitability.

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, and Adjusted Return on Invested Capital [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. 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 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 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.

2	MagnaInternational Inc. First Quarter Report 2024

RESULTS OF OPERATIONS

AVERAGE FOREIGN EXCHANGE

	For<br> the three months
	ended<br> March 31,
	2024		2023		Change
1 Canadian<br> dollar equals U.S. dollars		0.741		0.740		—
1 euro<br> equals U.S. dollars		1.085		1.073	+	1	%
1 Chinese<br> renminbi equals U.S. dollars		0.139		0.146	-	5	%

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:

LightVehicle Production Volumes (thousands of units)

	For<br> the three months
	ended<br> March 31,
	2024		2023		Change
North America		3,963		3,884	+	2	%
Europe		4,497		4,581	-	2	%
China		6,601		5,936	+	11	%
Other		6,832		6,968	-	2	%
Global		21,893		21,369	+	2	%

MagnaInternational Inc. First Quarter Report 2024	3

RESULTS OF OPERATIONS – FOR THE THREE MONTHS ENDED MARCH 31, 2024

SALES

Sales increased 3% or $297 million to $10.97 billion for the first quarter of 2024 compared to $10.67 billion for the first quarter of 2023 primarily due to:

•	the<br> launch of new programs during or subsequent to the first quarter of 2023;
•	higher<br> global light vehicle production;
---	---
•	acquisitions,<br> net of divestitures, subsequent to the first quarter of 2023, which increased sales by<br> $333 million; and
---	---
•	customer<br> price increases to recover certain higher production input costs.
---	---

These factors were partially offset by:

•	the<br> end of production of certain programs, including the assembly of the BMW 5-Series in<br> our Complete Vehicle segment;
•	the<br> net weakening of foreign currencies against the U.S. dollar, which decreased reported<br> U.S. dollar sales by $23 million; and
---	---
•	net<br> customer price concessions subsequent to the first quarter of 2023.
---	---

COST OF GOODS SOLD

	For<br> the three months
	ended<br> March 31,
	2024		2023		Change
Material	$	6,776	$	6,703	$	73
Direct labour		826		809		17
Overhead		2,040		1,904		136
Cost<br> of goods sold	$	9,642	$	9,416	$	226

Cost of goods sold increased $226 million to $9.64 billion for the first quarter of 2024 compared to $9.42 billion for the first quarter of 2023, primarily due to:

•	higher<br>material, direct labour and overhead associated with higher sales;
•	acquisitions,<br>net of divestitures subsequent to the first quarter of 2023;
---	---
•	higher<br>net production input costs, including for labour, partially offset by lower prices for energy and certain commodities; and
---	---
•	higher<br>employee profit sharing.
---	---

These factors were partially offset by:

•	a<br> decrease in material and direct labour costs associated with lower sales in our Complete<br> Vehicles segment, which has a higher material content compared to our consolidated average;
•	productivity<br> and efficiency improvements, including lower costs at certain underperforming facilities;
---	---
•	the<br> impact of operational excellence and cost initiatives;
---	---
•	a<br> decrease in net warranty costs of $18 million; and
---	---
•	the<br> net weakening of foreign currencies against the U.S. dollar, which decreased reported<br> U.S. dollar cost of goods sold by $15 million.
---	---
4	MagnaInternational Inc. First Quarter Report 2024
---	---

DEPRECIATION

Depreciation increased $24 million to $377 million for the first quarter of 2024 compared to $353 million for the first quarter of 2023 primarily due to acquisitions, net of divestitures, subsequent to the first quarter of 2023, and increased capital deployed at new and existing facilities including to support the launch of programs subsequent to the first quarter of 2023. These factors were partially offset by the end of production of certain programs.

AMORTIZATION OF ACQUIRED INTANGIBLE ASSETS

Amortization of acquired intangible assets increased $16 million to $28 million for the first quarter of 2024 compared to $12 million for the first quarter of 2023 primarily due to the acquisition of Veoneer AS during the second quarter of 2023.

SELLING, GENERAL AND ADMINISTRATIVE [“SG&A”]

SG&A expense increased $28 million to $516 million for the first quarter of 2024 compared to $488 million for the first quarter of 2023, primarily as a result of:

•	higher<br> labour and benefit costs;
•	higher<br> incentive compensation;
---	---
•	costs<br> incurred at new facilities; and
---	---
•	acquisitions,<br> net of divestitures, subsequent to the first quarter of 2023.
---	---

These factors were partially offset by:

•	higher<br> net transactional foreign exchange gains;
•	commercial<br> items in the first quarters of 2024 and 2023, which had a net favourable impact on a<br> year over year basis;
---	---
•	costs<br> incurred during the first quarter of 2023 relating to the acquisition of the Veoneer<br> AS; and
---	---
•	gain<br> on sale of an equity-method investment during the first quarter of 2024.
---	---

INTEREST EXPENSE, NET

During the first quarter of 2024, we recorded net interest expense of $51 million compared to $20 million for the first quarter of 2023. The $31 million increase is primarily a result of interest expense on the $1.6 billion of Senior Notes issued during the first quarter of 2023, interest expense on higher short-term borrowings and the Term Loan entered into during the first quarter of 2023. These factors were partially offset by a $569 million repayment of Senior Notes during the fourth quarter of 2023.

EQUITY INCOME

Equity income increased $1 million to $34 million for the first quarter of 2024 compared to $33 million for the first quarter of 2023, primarily as a result of earnings on higher sales at certain equity-accounted entities and commercial items in the first quarters of 2024 and 2023, which had a favourable impact on a year over year basis. These factors were partially offset by lower net transactional foreign exchange gains in the first quarter of 2024 compared to the first quarter of 2023 and higher depreciation due to increased capital deployed at certain facilities to support the launch or programs subsequent to the first quarter of 2023.

Magna International Inc. First Quarter Report 2024	5

OTHER EXPENSE, NET

	For<br> the three months<br><br> <br>ended<br> March 31,
	2024		2023
Impairments<br> and restructuring related to Fisker Inc. [“Fisker”] ^(1)^	$	316	$	—
Restructuring ^(2)^		38		118
Net losses on investments<br> ^(3)^		2		24
	$	356	$	142
(1)	Impairmentsand restructuring related to Fisker
---	---

Impairmentof Fisker related assets

During the first quarter of 2024, we recorded a $261 million [$205 million after tax] impairment charge on our Fisker related assets as a result of the expected lack of future cashflows and the substantial doubt about Fisker’s ability to continue as a going concern. The assets impaired include production receivables, inventory, fixed assets and other capitalized expenditures. The following table summarizes the net asset impairments by segment:

	Body
	Exteriors<br> &			Power<br> &		Seating		Complete
	Structures			Vision		Systems		Vehicles			Total
Accounts<br> receivable	$	3		$	4	$	2	$	14		$	23
Inventories		5			37		8		—			50
Other assets, net		—			54		—		90			144
Fixed assets, net		1			48		5		3			57
Other accrued liabilities		(5	)		—		—		(10	)		(15	)
Operating lease right-of-use<br> assets		1			—		1		—			2
	$	5		$	143	$	16	$	97		$	261

We are also exposed to risk related to third-party obligations of approximately $75 million in connection with manufacturing of the Fisker Ocean SUV.

Impairmentof Fisker warrants

Fisker issued approximately 19.5 million penny warrants to us to purchase common stock in connection with our agreements with Fisker for platform sharing, engineering and manufacturing of the Fisker Ocean SUV. These warrants vested during 2021 and 2022 based on specified milestones and have been marked to market each quarter.

During the first quarter of 2024, we recorded a $33 million [$25 million after tax] impairment charge on these warrants reducing the value of the warrants to nil.

When the warrants were issued and the vesting provisions realized, we recorded offsetting amounts to deferred revenue within other accrued liabilities and other long-term liabilities, and was recognized in income as performance obligations are satisfied. The unamortized amount of this deferred revenue as of March 31, 2024 was approximately $195 million, and will be recognized in income as performance obligations are satisfied or upon termination of the agreement for manufacturing of the Fisker Ocean SUV.

Restructuring

In the first quarter of 2024, we recorded restructuring of $22 million [$17 million after tax] in our Complete Vehicles segment in connection with its Fisker related assembly operations.

(2)	Restructuring

During the first quarter of 2024, we recorded additional restructuring charges of $26 million [$20 million after tax] in our Complete Vehicles segment, and $12 million [$12 million after tax] related to a facility in Europe in our Body Exteriors & Structures segment.

During the first quarter of 2023, we recorded restructuring charges of $105 million [$82 million after tax] in our Power & Vision segment, and $13 million [$10 million after tax] in our Body Exteriors & Structures segment.

6	MagnaInternational Inc. First Quarter Report 2024
(3)	Netlosses on investments
---	---
	For<br> the three months
---	---	---	---	---	---	---
	ended<br> March 31,
	2024			2023
Revaluation<br> of public and private equity investments	$	2		$	2
Revaluation<br> of Fisker warrants		—			22
Other expense, net		2			24
Tax<br> effect		(1	)		(6	)
Net<br> loss attributable to Magna	$	1		$	18

INCOME FROM OPERATIONS BEFORE INCOME TAXES

Income from operations before income taxes was $34 million for the first quarter of 2024 compared to $275 million for the first quarter of 2023. This $241 million decrease is a result of the following changes, each as discussed above:

	For<br> the three months
	ended<br> March 31,
	2024			2023			Change
Sales	$	10,970		$	10,673		$	297
Costs<br> and expenses
Cost<br> of goods sold		9,642			9,416			226
Depreciation		377			353			24
Amortization<br> of acquired intangible assets		28			12			16
Selling,<br> general & administrative		516			488			28
Interest<br> expense, net		51			20			31
Equity<br> income		(34	)		(33	)		(1	)
Other<br> expense, net		356			142			214
Income<br> from operations before income taxes	$	34		$	275		$	(241	)

INCOME TAXES

	For the<br> three months ended March 31,
	2024				2023
Income<br> Taxes as reported	$	8	23.5	%	$	58	21.1	%
Tax<br> effect on Other expense, net and Amortization of acquired intangible assets		82	(2.0	)		34	0.3
	$	90	21.5	%	$	92	21.4	%

Excluding the tax effect on Other expense, net and Amortization of acquired intangible assets, our effective income tax rate increased to 21.5% for the first quarter of 2024 compared to 21.4% for the first quarter of 2023 primarily due to a change in mix of earnings and lower favourable non-taxable foreign exchange adjustments recognized for U.S. GAAP purposes. These factors were partially offset by lower losses not benefited in Europe.

Magna International Inc. First Quarter Report 2024	7

INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

Income attributable to non-controlling interests was $17 million for the first quarter of 2024 compared to $8 million for the first quarter of 2023. This $9 million increase was primarily due to higher net income at our non-wholly owned operations in China.

NET INCOME ATTRIBUTABLE TO MAGNA INTERNATIONAL INC.

Net income attributable to Magna International Inc. was $9 million for the first quarter of 2024 compared to $209 million for the first quarter of 2023. This $200 million decrease was as a result of decreases in income from operations before income taxes of $241 million and income attributable to non-controlling interests of $9 million, respectively, partially offset by a decrease in income taxes of $50 million.

EARNINGS PER SHARE

	For<br> the three months
	ended<br> March 31,
	2024		2023		Change
Earnings per Common Share
Basic	$	0.03	$	0.73	-	96	%
Diluted	$	0.03	$	0.73	-	96	%
Weighted average number<br> of Common Shares outstanding (millions)
Basic		286.9		286.1		—
Diluted		287.1		286.6		—
Adjusted diluted earnings<br> per share	$	1.08	$	1.15	-	6	%

Diluted earnings per share was $0.03 for the first quarter of 2024 compared to diluted earnings per share of $0.73 for the first quarter of 2023. The $0.70 decrease was as a result of lower net income attributable to Magna International Inc., as discussed above.

Other expense, net, and the Amortization of acquired intangible assets, each after tax, negatively impacted diluted earnings per share by $1.05 in the first quarter of 2024 and $0.42 in the first quarter of 2023, respectively. Adjusted diluted earnings per share, as reconciled in the “Non-GAAP Financial Measures Reconciliation” section, was $1.08 for the first quarter of 2024 compared to $1.15 for the first quarter of 2023, a decrease of $0.07.

8	MagnaInternational Inc. First Quarter Report 2024

NON-GAAP PERFORMANCE MEASURES – FOR THE THREE MONTHS ENDED MARCH 31, 2024

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 first quarter of 2024 compared to the first quarter of 2023:

							Adjusted<br> EBIT
				Adjusted			as<br> a percentage
	Sales			EBIT			of<br> sales
First quarter of 2023	$	10,673		$	449			4.2	%
Increase (decrease)<br> related to:
Body Exteriors &<br> Structures		(10	)		26		+	0.2	%
Power & Vision		519			6		-	0.1	%
Seating Systems		(31	)		15		+	0.1	%
Complete Vehicles		(243	)		(25	)	-	0.1	%
Corporate<br> and Other		62			(2	)		—
First<br> quarter of 2024	$	10,970		$	469			4.3	%

Adjusted EBIT as a percentage of sales increased to 4.3% for the first quarter of 2024 compared to 4.2% for the first quarter of 2023 primarily due to:

•	earnings<br> on higher sales, including higher margins due to the impact of operational excellence<br> and cost initiatives;
•	productivity<br> and efficiency improvements, including lower costs at certain underperforming facilities;
---	---
•	higher<br> net transactional foreign exchange gains in the first quarter of 2024 compared the first<br> quarter of 2023; and
---	---
•	lower<br> net warranty costs.
---	---

These factors were partially offset by:

•	higher<br> employee profit sharing and incentive compensation;
•	acquisitions,<br> net of divestitures, subsequent to the first quarter of 2023;
---	---
•	higher<br> production input costs net of customer recoveries, including for labour, partially offset<br> by lower prices for energy and certain commodities; and
---	---
•	lower<br> earnings on lower assembly sales due to the end of production of the BMW 5-Series in<br> our Complete Vehicle segment.
---	---
Magna International Inc. First Quarter Report 2024	9
---	---

ADJUSTED RETURN ON INVESTED CAPITAL

Adjusted Return on Invested Capital decreased to 7.8% for the first quarter of 2024 compared to 8.7% for the first quarter of 2023 as a result of higher Average Invested Capital partially offset by an increase in Adjusted After-tax operating profits.

Average Invested Capital increased $2.55 billion to $18.87 billion for the first quarter of 2024 compared to $16.32 billion for the first quarter of 2023, primarily due to:

•	the<br> acquisition of Veoneer AS during the second quarter of 2023;
•	average<br> investment in fixed assets in excess of our average depreciation expense on fixed assets;
---	---
•	the<br> net strengthening of foreign currencies against the U.S. dollar; and
---	---
•	an<br> increase in average operating assets and liabilities.
---	---

These factors were partially offset by impairments and restructuring related to Fisker during the first quarter of 2024 and lower net investments in public and private equity companies and public company warrants.

10	MagnaInternational Inc. First Quarter Report 2024

SEGMENTANALYSIS

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 ended March 31,																	****
****	Sales								****	Adjusted EBIT								****
	2024			2023			Change			2024			2023			Change
Body<br> Exteriors & Structures	$	4,429		$	4,439		$	(10	)	$	298		$	272		$	26
Power<br> & Vision		3,842			3,323			519			98			92			6
Seating<br> Systems		1,455			1,486			(31	)		52			37			15
Complete<br> Vehicles		1,383			1,626			(243	)		27			52			(25	)
Corporate<br> and Other		(139	)		(201	)		62			(6	)		(4	)		(2	)
Total<br> reportable segments	$	10,970		$	10,673		$	297		$	469		$	449		$	20

BODY EXTERIORS & STRUCTURES

	For<br> the three months
	ended<br> March 31,
	2024			2023			Change
Sales	$	4,429		$	4,439		$	(10	)		—
Adjusted<br> EBIT	$	298		$	272		$	26		+	10	%
Adjusted<br> EBIT as a percentage of sales		6.7	%		6.1	%				+	0.6	%

Sales – Body Exteriors & Structures

Sales decreased $10 million to $4.43 billion for the first quarter of 2024 compared to $4.44 billion for the first quarter of 2023 primarily due to:

•	the<br> end of production of certain programs, including the:
•	Dodge<br> Charger and Chrysler 300;
---	---
•	Chevrolet<br> Bolt EV; and
---	---
•	Jeep<br> Cherokee;
---	---
•	lower<br> customer recoveries related to certain higher production input costs; and
---	---
•	net<br> customer price concessions subsequent to the first quarter of 2023.
---	---

These factors were partially offset by:

•	higher<br> global light vehicle production; and
•	the<br> launch of programs during or subsequent to the first quarter of 2023, including the:
---	---
•	Ford<br> F-Series Super Duty;
---	---
•	GMC<br> Sierra EV and Chevrolet Silverado EV;
---	---
•	Chevrolet<br> Equinox and Blazer EV; and
---	---
•	GMC<br> Hummer EV.
---	---
Magna International Inc. First Quarter Report 2024	11
---	---

AdjustedEBIT and Adjusted EBIT as a percentage of sales – Body Exteriors & Structures

Adjusted EBIT increased $26 million to $298 million for the first quarter of 2024 compared to $272 million for the first quarter of 2023 and Adjusted EBIT as a percentage of sales increased to 6.7% from 6.1%. These increases were primarily due to:

•	productivity<br> and efficiency improvements, including lower costs at certain underperforming facilities;
•	net<br> transactional foreign exchange gains in the first quarter of 2024 compared to net transactional<br> foreign exchange losses in the first quarter of 2023;
---	---
•	higher<br> tooling contribution in the first quarter of 2024 compared to the first quarter of 2023;<br> and
---	---
•	lower<br> pre-operating costs incurred at new facilities.
---	---

These factors were partially offset by:

•	higher<br> production input costs net of customer recoveries, including for labour;
•	higher<br> employee profit sharing and incentive compensation; and
---	---
•	commercial<br> items in the first quarters of 2024 and 2023, which had a net unfavourable impact on<br> a year over year basis.
---	---

POWER & VISION

	For<br> the three months
	ended<br> March 31,
	2024			2023			Change
Sales	$	3,842		$	3,323		$	519	+	16	%
Adjusted<br> EBIT	$	98		$	92		$	6	+	7	%
Adjusted<br> EBIT as a percentage of sales		2.6	%		2.8	%			-	0.2	%

Sales – Power & Vision

Sales increased 16% or $519 million to $3.84 billion for the first quarter of 2024 compared to $3.32 billion for the first quarter of 2023 primarily due to:

•	acquisitions,<br> net of divestitures, subsequent to the first quarter of 2023, which increased sales by<br> $337 million;
•	the<br> launch of programs during or subsequent to the first quarter of 2023, including the:
---	---
•	Chery<br> Jetour Traveler;
---	---
•	Mazda<br> CX-90;
---	---
•	Chery<br> Tiggo 9; and
---	---
•	GMC<br> Canyon and Chevrolet Colorado;
---	---
•	higher<br> production on certain programs; and
---	---
•	customer<br> price increases to recover certain higher production input costs.
---	---

These factors were partially offset by the net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S. dollar sales by $29 million and net customer price concessions subsequent to the first quarter of 2023.

12	MagnaInternational Inc. First Quarter Report 2024

AdjustedEBIT and Adjusted EBIT as a percentage of sales – Power & Vision

Adjusted EBIT increased $6 million to $98 million for the first quarter of 2024 compared to $92 million for the first quarter of 2023 while Adjusted EBIT as a percentage of sales decreased to 2.6% from 2.8%. Adjusted EBIT was higher primarily as a result of earnings on higher sales, including higher margins due to the impact of operational excellence and cost initiatives. Excluding this factor, Adjusted EBIT and Adjusted EBIT as a percentage of sales were lower primarily due to:

•	acquisitions,<br> net of divestitures, subsequent to the first quarter of 2023;
•	higher<br> launch costs;
---	---
•	lower<br> equity income; and
---	---
•	higher<br> employee profit sharing and incentive compensation.
---	---

These factors were partially offset by:

•	customer<br> recoveries net of higher production input costs, including for energy and freight, partially<br> offset by higher prices for labour;
•	lower<br> net warranty costs of $17 million;
---	---
•	costs<br> incurred during the first quarter of 2023 relating to the acquisition of the Veoneer<br> AS;
---	---
•	lower<br> net engineering costs including spending related to our electrification and active safety<br> businesses; and
---	---
•	cost<br> savings and efficiencies realized, including as a result of restructuring actions taken.
---	---

SEATING SYSTEMS

	For<br> the three months
	ended<br> March 31,
	2024			2023			Change
Sales	$	1,455		$	1,486		$	(31	)	-	2	%
Adjusted<br> EBIT	$	52		$	37		$	15		+	41	%
Adjusted<br> EBIT as a percentage of sales		3.6	%		2.5	%				+	1.1	%

Sales – Seating Systems

Sales decreased 2% or $31 million to $1.46 billion for the first quarter of 2024 compared to $1.49 billion for the first quarter of 2023 primarily due to:

•	the<br> end of production of certain programs; including the:
•	Chevrolet<br>Bolt EV;
---	---
•	Lincoln<br>MKX; and
---	---
•	Ford<br>Fiesta;
---	---
•	the<br>net weakening of foreign currencies against the U.S. dollar, which decreased reported U.S. dollar sales by $8 million; and
---	---
•	net<br> customer price concessions subsequent to the first quarter of 2023.
---	---
Magna International Inc. First Quarter Report 2024	13
---	---

These factors were partially offset by:

•	the<br> launch of programs during or subsequent to the first quarter of 2023, including the:
•	Lynk<br> & Co 08;
---	---
•	Skoda<br>Kodiaq; and
---	---
•	Deepal<br>S7;
---	---
•	higher<br>production on certain programs; and
---	---
•	customer<br>price increases to recover certain higher production input costs.
---	---

AdjustedEBIT and Adjusted EBIT as a percentage of sales – Seating Systems

Adjusted EBIT increased $15 million to $52 million for the first quarter of 2024 compared to $37 million for the first quarter of 2023 and Adjusted EBIT as a percentage of sales increased to 3.6% from 2.5%. These increases were primarily due to:

•	commercial<br> items in the first quarters of 2024 and 2023, which had a net favourable impact on a<br> year over year basis;
•	customer<br> recoveries, net of higher production input costs primarily related to business in Argentina;<br> and
---	---
•	lower<br> launch costs.
---	---

These factors were partially offset by lower earnings on lower sales.

COMPLETE VEHICLES

	For the three months
	ended March 31,
	2024			2023			Change
Complete Vehicle Assembly Volumes (thousands of units)^(i)^		22.3			33.9		-	11.6		-	34	%
Sales	$	1,383		$	1,626		$	(243	)	-	15	%
Adjusted EBIT	$	27		$	52		$	(25	)	-	48	%
Adjusted EBIT as a percentage of sales		2.0	%		3.2	%				-	1.2	%
(i)	Vehiclesproduced at our Complete Vehicle operations are included in Europe Light Vehicle Production volumes.
---	---

Sales – Complete Vehicles

Sales decreased 15% or $243 million to $1.38 billion for the first quarter of 2024 compared to $1.63 billion for the first quarter of 2023 and assembly volumes decreased 34%. The decrease in sales is substantially a result of lower assembly volumes, including the end of production of the BMW 5-Series, which was partially offset by a $14 million increase in reported U.S. dollar sales as a result of the strengthening of the euro against the U.S. dollar.

14	MagnaInternational Inc. First Quarter Report 2024

AdjustedEBIT and Adjusted EBIT as a percentage of sales – Complete Vehicles

Adjusted EBIT decreased $25 million to $27 million for the first quarter of 2024 compared to $52 million for the first quarter of 2023 and Adjusted EBIT as a percentage of sales decreased to 2.0% from 3.2%. These decreases were primarily due to:

•	lower<br> earnings on lower assembly volumes, including due to the end of production of the BMW<br> 5-Series; and
•	higher<br> employee profit sharing.
---	---

These factors were partially offset by:

•	lower<br> launch, engineering and other costs associated with new assembly business; and
•	commercial<br> items in the first quarters of 2024 and 2023, which had a net favourable impact on a<br> year over year basis.
---	---

CORPORATE AND OTHER

Adjusted EBIT was a loss of $6 million for the first quarter of 2024 compared to a loss of $4 million for the first quarter of 2023. The $2 million decrease was primarily the result of:

•	gain<br> on sale of an equity-method investment during the first quarter of 2024; and
•	higher<br> equity income.
---	---

These factors were partially offset by:

•	higher<br> investments in research, development and new mobility;
•	lower<br> amortization of the initial value of public company securities; and
---	---
•	higher<br> labour and benefit costs.
---	---
Magna International Inc. First Quarter Report 2024	15
---	---

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

OPERATING ACTIVITIES

	For<br> the three months
	ended<br> March 31,
	2024			2023			Change
Net income	$	26		$	217
Items<br> not involving current cash flows		565			351
		591			568		$	23
Changes<br> in operating assets and liabilities		(330	)		(341	)		11
Cash<br> provided from operating activities	$	261		$	227		$	34

Cashprovided from operating activities

Comparing the first quarter of 2024 to 2023, cash provided from operating activities increased $34 million primarily as a result of:

•	a<br> $877 million increase in cash received from customers;
•	a<br> $60 million decrease in cash taxes; and
---	---
•	higher<br> dividends received from equity investments of $7 million.
---	---

These factors were partially offset by:

•	a<br> $781 million increase in cash paid for materials and overhead;
•	a<br> $97 million increase in cash paid for labour; and
---	---
•	a<br> $31 million increase in cash interest paid.
---	---

Changesin operating assets and liabilities

Consistent with the seasonality of our business, we invested in operating assets and liabilities during the first quarter of 2024. During the first quarter of 2024, we used $330 million for operating assets and liabilities primarily as a result of higher operating activity in the month of March 2024 compared to the month of December 2023. Specifically, we used cash for operating assets and liabilities for:

•	a<br> $728 increase in production and other receivables;
•	a<br> $85 million increase in prepaids and other; and
---	---
•	a<br> $61 million increase in production inventory.
---	---

These uses of cash were partially offset by:

•	a<br> $268 million increase in other accrued liabilities;
•	a<br> $169 million increase in accounts payable; and
---	---
•	a<br> $107 million decrease in tooling investment for current and upcoming program launches.
---	---
16	MagnaInternational Inc. First Quarter Report 2024
---	---

INVESTING ACTIVITIES

	For<br> the three months
	ended<br> March 31,
	2024			2023			Change
Fixed asset<br> additions	$	(493	)	$	(424	)
Increase in investments,<br> other assets and intangible assets		(125	)		(101	)
Increase<br> in public and private equity investments		(23	)		—
Fixed assets, investments,<br> other assets and intangible assets additions		(641	)		(525	)
Proceeds from dispositions		87			19
Net cash inflow (outflow)<br> from disposal of facilities		4			(25	)
Acquisitions		(30	)		—
Cash<br> used for investing activities	$	(580	)	$	(531	)	$	(49	)

Cash used for investing activities in the first quarter of 2024 was $49 million higher compared to the first quarter of 2023. The change between the first quarter of 2024 and the first quarter of 2023 was primarily due to a $116 million increase of cash used for fixed assets, investments, other assets and intangible assets. This factor was partially offset by higher proceeds from dispositions during the first quarter of 2024, primarily related to the sale of an equity-method investment.

FINANCING ACTIVITIES

	For<br> the three months
	ended<br> March 31,
	2024			2023			Change
Issues of debt	$	425		$	1,641
Increase (decrease)<br> in short-term borrowings		341			(3	)
Issue of Common Shares on exercise of stock<br> options		30			6
Dividends paid to non-controlling<br> interests		—			(7	)
Repurchase of Common Shares		(3	)		(9	)
Tax withholdings on<br> vesting of equity awards		(4	)		(9	)
Repayments of debt		(9	)		(2	)
Dividends<br> paid		(134	)		(132	)
Cash<br> provided from financing activities	$	646		$	1,485		$	(839	)

On March 14, 2024 we issued $400 million of Senior Notes carrying an interest rate of 5.050% [the “Senior Notes”], with a maturity of March 14, 2029. The net cash proceeds received from the Senior Note issuance was $397 million. The Senior Notes were issued for general corporate purposes, which may include the repayment of our existing indebtedness of $750 million in Senior Notes coming due in June 2024.

The Senior Notes are unsecured obligations and do not include any financial covenants. We may redeem the Senior Notes in whole or in part at any time, and from time to time, at specified redemption prices determined in accordance with the terms of the indenture governing the Senior Notes. Refer to Note 10, “Debt” of our unaudited interim consolidated financial statements for the three months ended March 31, 2024.

Short-term borrowings increased $341 million during the first quarter of 2024 primarily due to the issuance of Commercial paper.

During the first quarter of 2024 we repurchased 0.1 million Common Shares under normal course issuer bids for aggregate cash consideration of $3 million.

Cash dividends paid per Common Share were $0.475 for the first quarter of 2024 compared to $0.46 for the first quarter of 2023.

Magna International Inc. First Quarter Report 2024	17

FINANCING RESOURCES

	As<br> at		As<br> at
	March<br> 31,		December<br> 31,
	2024		2023		Change
Liabilities
Short-term<br> borrowings	$	838	$	511
Long-term<br> debt due within one year		824		819
Current<br> portion of operating lease liabilities		306		399
Long-term<br> debt		4,549		4,175
Operating<br> lease liabilities		1,407		1,319
	$	7,924	$	7,223	$	701

Financial liabilities increased $701 million to $7.92 billion as at March 31, 2024 primarily as a result the issuance of the Senior Notes during the first quarter of 2024.

CASH RESOURCES

In the first quarter of 2024, our cash resources increased by $0.3 billion to $1.5 billion, primarily as a result of cash provided from financing and operating activities partially offset by cash used for investing activities, as discussed above. In addition to our cash resources at March 31, 2024, we had term and operating lines of credit totaling $4.1 billion, of which $2.7 billion was unused and available.

On March 28, 2024, we amended our $2.7 billion syndicated revolving credit facility, including to extend the maturity date from June 24, 2028 to June 25, 2029.

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 May 2, 2024 were exercised:

Common Shares	287,280,095
Stock options ^(i)^	6,074,086
	293,354,181
(i)	Optionsto purchase Common Shares are exercisable by the holder in accordance with the vesting provisions and upon payment of the exerciseprice 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 first quarter of 2024 that are outside the ordinary course of our business. Refer to our MD&A included in our 2023 Annual Report.

18	MagnaInternational Inc. First Quarter Report 2024

NON-GAAPFINANCIAL MEASURES RECONCILIATION

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

ADJUSTEDEBIT

	For<br> the three months
	ended<br> March 31,
	2024		2023
Net Income	$	26	$	217
Add:
Amortization<br> of acquired intangible assets		28		12
Interest<br> expense, net		51		20
Other<br> expense, net		356		142
Income<br> taxes		8		58
Adjusted EBIT	$	469	$	449

ADJUSTEDEBIT AS A PERCENTAGE OF SALES

	For<br> the three months
	ended<br> March 31,
	2024			2023
Sales	$	10,970		$	10,673
Adjusted<br> EBIT	$	469		$	449
Adjusted<br> EBIT as a percentage of sales		4.3	%		4.2	%

ADJUSTEDDILUTED EARNINGS PER SHARE

	For<br> the three months
	ended<br> March 31,
	2024			2023
Net<br> income attributable to Magna International Inc.	$	9		$	209
Add<br> (deduct):
Amortization<br> of acquired intangible assets		28			12
Other<br> expense, net		356			142
Tax<br> effect on Amortization of acquired intangible assets and Other expense, net		(82	)		(34	)
Adjusted<br> net income attributable to Magna International Inc.		311			329
Diluted<br> weighted average number of Common Shares outstanding during the period (millions)		287.1			286.6
Adjusted<br> diluted earnings per share	$	1.08		$	1.15
Magna International Inc. First Quarter Report 2024	19
---	---

ADJUSTED RETURN ON INVESTED CAPITAL

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.

	For<br> the three months
	ended<br> March 31,
	2024			2023
Net<br> Income	$	26		$	217
Add<br> (deduct):
Amortization<br> of acquired intangible assets		28			12
Interest<br> expense, net		51			20
Other<br> expense, net		356			142
Tax<br> effect on Interest expense, net, Amortization of acquired intangible assets and Other expense, net		(93	)		(38	)
Adjusted<br> After-tax operating profits	$	368		$	353
	As at March 31,
	2024			2023
Total<br> Assets	$	32,678		$	30,654
Excluding:
Cash<br> and cash equivalents		(1,517	)		(2,429	)
Deferred<br> tax assets		(753	)		(506	)
Less<br> Current Liabilities		(13,566	)		(12,045	)
Excluding:
Short-term<br> borrowing		838			4
Long-term<br> debt due within one year		824			668
Current<br> portion of operating lease liabilities		306			285
Invested<br> Capital	$	18,810		$	16,631
	For the three months
	ended March 31,
	2024			2023
Adjusted<br> After-tax operating profits	$	368		$	353
Average<br> Invested Capital	$	18,871		$	16,318
Adjusted<br> Return on Invested Capital		7.8	%		8.7	%

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 months ended March 31, 2024, 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 AIF and Form 40-F, each in respect of the year ended December 31, 2023.

CONTROLS AND PROCEDURES

There have been no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

20	MagnaInternational Inc. First Quarter Report 2024

FORWARD-LOOKINGSTATEMENTS

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”, “assume”, “believe”, “intend”, “plan”, “aim”, “forecast”, “outlook”, “project”, “potential”, “cyclicality”, “estimate”, “target” and similar expressions suggesting future outcomes or events to identify forward-looking statements.

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:

Macroeconomic,Geopolitical and Other Risks

•	inflationary<br> pressures;
•	interest<br> rates;
---	---
•	geopolitical<br> risks;
---	---

RisksRelated to the Automotive Industry

•	economic<br> cyclicality;
•	regional<br> production volume declines;
---	---
•	deteriorating<br> vehicle affordability;
---	---
•	misalignment<br> between EV production and sales;
---	---
•	intense<br> competition;
---	---

StrategicRisks

•	alignment<br> with “Car of the Future”;
•	evolving<br> business risk profile;
---	---
•	technology<br> and innovation;
---	---
•	investments<br> in mobility and technology companies;
---	---

Customer-RelatedRisks

•	customer<br> concentration;
•	growth<br> with Asian OEMs;
---	---
•	growth<br> of EV-focused OEMs;
---	---
•	risks<br> of conducting business with newer EV-focused OEMs;
---	---
•	Fisker’s<br> ability to continue as a going concern;
---	---
•	dependence<br> on outsourcing;
---	---
•	customer<br> cooperation and consolidation;
---	---
•	EV<br> program deferrals;
---	---
•	market<br> shifts;
---	---
•	consumer<br> take rate shifts;
---	---
•	quarterly<br> sales fluctuations;
---	---
•	customer<br> purchase orders;
---	---
•	potential<br> OEM production-related disruptions;
---	---

SupplyChain Risks

•	semiconductor<br> chip supply disruptions and price increases;
•	supply<br> chain disruptions;
---	---
•	regional<br> energy supply and pricing;
---	---
•	supply<br> base condition;
---	---

Manufacturing/OperationalRisks

•	product<br> launch;
•	operational<br> underperformance;
---	---
•	restructuring<br> costs;
---	---
•	impairments;
---	---
•	labour<br> disruptions;
---	---
•	skilled<br> labour attraction/retention;
---	---
•	leadership<br>expertise and succession;
---	---

PricingRisks

•	quote/pricing<br> assumptions;
•	customer<br> pricing pressure/contractual arrangements;
---	---
•	commodity<br> cost volatility;
---	---
•	scrap<br> steel/aluminum price volatility;
---	---

Warranty/RecallRisks

•	repair/replace<br> costs;
•	warranty<br> provisions;
---	---
•	product<br> liability;
---	---

ClimateChange Risks

•	transition<br> risks and physical risks;
•	strategic<br> and other risks;
---	---

ITSecurity/Cybersecurity Risks

•	IT/cybersecurity<br> breach;
•	product<br> cybersecurity;
---	---

AcquisitionRisks

•	acquisition<br> of strategic targets;
•	inherent<br> merger and acquisition risks;
---	---
•	acquisition<br> integration and synergies;
---	---

OtherBusiness Risks

•	joint<br> ventures;
•	intellectual<br> property;
---	---
•	risks<br> of doing business in foreign markets;
---	---
•	relative<br> foreign exchange rates;
---	---
•	currency<br> devaluation in Argentina;
---	---
•	pension<br> risks;
---	---
•	tax<br> risks;
---	---
•	returns<br> on capital investments;
---	---
•	financial<br> flexibility;
---	---
•	credit<br> ratings changes;
---	---
•	stock<br> price fluctuation;
---	---
•	dividends;
---	---

Legal,Regulatory and Other Risks

•	antitrust<br> proceedings;
•	legal<br> and regulatory proceedings;
---	---
•	changes<br> in laws;
---	---
•	trade<br> agreements;
---	---
•	trade<br> disputes/tariffs; and
---	---
•	environmental<br>compliance.
---	---
Magna International Inc. First Quarter Report 2024	21
---	---

Inevaluating forward-looking statements, 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 fromthose 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.
---	---

Readersshould also consider discussion of our risk mitigation activities with respect to certain risk factors, which can also be foundin our Annual Information Form. Additional information about Magna, including our Annual Information Form, is available throughthe System for Electronic Data Analysis and Retrieval+ (SEDAR+) at www.sedarplus.com.

22	MagnaInternational Inc. First Quarter Report 2024

MAGNAINTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF INCOME

[Unaudited]

[U.S.dollars in millions, except per share figures]

		Three<br> months ended
		March<br> 31,
	Note	2024			2023
Sales	14	$	10,970		$	10,673
Costs<br> and expenses
Cost<br> of goods sold			9,642			9,416
Selling,<br> general and administrative			516			488
Depreciation			377			353
Amortization<br> of acquired intangible assets			28			12
Interest<br> expense, net			51			20
Equity<br> income			(34	)		(33	)
Other<br> expense, net	2		356			142
Income<br> from operations before income taxes			34			275
Income<br> taxes			8			58
Net<br> income			26			217
Income<br> attributable to non-controlling interests			(17	)		(8	)
Net<br> income attributable to Magna International Inc.		$	9		$	209
Earnings<br> per Common Share:	3
Basic		$	0.03		$	0.73
Diluted		$	0.03		$	0.73
Cash<br> dividends paid per Common Share		$	0.475		$	0.460
Weighted<br> average number of Common Shares outstanding during the period [in millions]:	3
Basic			286.9			286.1
Diluted			287.1			286.6

Seeaccompanying notes

MagnaInternational Inc. First Quarter Report 2024	23

MAGNAINTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

[Unaudited]

[U.S.dollars in millions]

		Three<br> months ended
		March<br> 31,
	Note	2024			2023
Net<br> income		$	26		$	217
Other comprehensive<br> (loss) income, net of tax:	11
Net unrealized (loss)<br> gain on translation of net investment in foreign operations			(242	)		45
Net unrealized (loss)<br> gain on cash flow hedges			(13	)		41
Reclassification of<br> net gain on cash flow hedges to net income			(29	)		(3	)
Pension and post retirement<br> benefits			—			(5	)
Reclassification<br> of net loss on pensions to net income			1			1
Other<br> comprehensive (loss) income			(283	)		79
Comprehensive (loss)<br> income			(257	)		296
Comprehensive<br> income attributable to non-controlling interests			(10	)		(10	)
Comprehensive<br> (loss) income attributable to Magna International Inc.		$	(267	)	$	286

Seeaccompanying notes

24	MagnaInternational Inc. First Quarter Report 2024

MAGNAINTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

[Unaudited]

[U.S.dollars in millions]

		As<br> at			As<br> at
		March<br> 31,			December 31,
	Note	2024			2023
ASSETS
Current<br> assets
Cash<br> and cash equivalents	4	$	1,517		$	1,198
Accounts<br> receivable			8,379			7,881
Inventories	5		4,511			4,606
Prepaid<br> expenses and other			399			352
			14,806			14,037
Investments	6		1,195			1,273
Fixed<br> assets, net			9,545			9,618
Operating<br> lease right-of-use assets			1,733			1,744
Intangible<br> assets, net			821			876
Goodwill			2,705			2,767
Deferred<br> tax assets			753			621
Other<br> assets	7		1,120			1,319
		$	32,678		$	32,255
LIABILITIES<br> AND SHAREHOLDERS’ EQUITY
Current<br> liabilities
Short-term<br> borrowing	9	$	838		$	511
Accounts<br> payable			7,855			7,842
Other<br> accrued liabilities	8		2,728			2,626
Accrued<br> salaries and wages			883			912
Income<br> taxes payable			132			125
Long-term<br> debt due within one year			824			819
Current<br> portion of operating lease liabilities			306			399
			13,566			13,234
Long-term<br> debt	9		4,549			4,175
Operating<br> lease liabilities			1,407			1,319
Long-term<br> employee benefit liabilities			584			591
Other<br> long-term liabilities			471			475
Deferred<br> tax liabilities			177			184
			20,754			19,978
Shareholders’<br> equity
Capital<br> stock
Common<br> Shares
[issued:<br> 287,280,095; December 31, 2023 – 286,552,908]	10		3,399			3,354
Contributed<br> surplus			125			125
Retained<br> earnings			9,171			9,303
Accumulated<br> other comprehensive loss	11		(1,174	)		(898	)
			11,521			11,884
Non-controlling<br> interests			403			393
			11,924			12,277
		$	32,678		$	32,255

Seeaccompanying notes

MagnaInternational Inc. First Quarter Report 2024	25

MAGNAINTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

[Unaudited]

[U.S.dollars in millions]

		Three<br> months ended
		March<br> 31,
	Note	2024			2023
Cash<br> provided from (used for):
OPERATING<br> ACTIVITIES
Net<br> income		$	26		$	217
Items<br> not involving current cash flows	4		565			351
			591			568
Changes<br> in operating assets and liabilities	4		(330	)		(341	)
Cash<br> provided from operating activities			261			227
INVESTMENT<br> ACTIVITIES
Fixed<br> asset additions			(493	)		(424	)
Acquisitions			(30	)		—
Increase<br> in public and private equity investments			(23	)		—
Increase<br> in investments, other assets and intangible assets			(125	)		(101	)
Proceeds<br> from dispositions			87			19
Net<br> cash inflow (outflow) from disposal of facilities			4			(25	)
Cash<br> used for investing activities			(580	)		(531	)
FINANCING<br> ACTIVITIES
Increase<br> (decrease) in short-term borrowings			341			(3	)
Issues<br> of debt	9		425			1,641
Repayments<br> of debt			(9	)		(2	)
Issues<br> of Common Shares on exercise of stock options			30			6
Tax<br> withholdings on vesting of equity awards			(4	)		(9	)
Repurchase<br> of Common Shares	10		(3	)		(9	)
Dividends<br> paid to non-controlling interests			—			(7	)
Dividends			(134	)		(132	)
Cash<br> provided by (used for) financing activities			646			1,485
Effect<br> of exchange rate changes on cash and cash equivalents			(8	)		14
Net<br> increase in cash and cash equivalents during the period			319			1,195
Cash<br> and cash equivalents, beginning of period			1,198			1,234
Cash<br> and cash equivalents, end of period	4	$	1,517		$	2,429

Seeaccompanying notes

26	MagnaInternational Inc. First Quarter Report 2024

MAGNAINTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

[Unaudited]

[U.S.dollars in millions]

		Common<br> Shares															Non-
					Stated			Contributed			Retained						controlling			Total
	Note	Number			Value			Surplus			Earnings			AOCL ^(i)^			Interest			Equity
		[in millions]
Balance,<br> December 31, 2023			286.6		$	3,354		$	125		$	9,303		$	(898	)	$	393		$	12,277
Net<br> income												9						17			26
Other<br> comprehensive loss															(276	)		(7	)		(283	)
Shares<br> issued on exercise of stock options			0.7			36			(6	)											30
Release<br> of stock and stock units			0.1			9			(9	)											—
Tax<br> withholdings on vesting of Equity awards			(0.1	)		(1	)					(3	)								(4	)
Repurchase<br> and cancellation under normal course issuer bid	10		(0.1	)		(1	)					(2	)								(3	)
Stock-based<br> compensation expense									15												15
Dividends<br> paid			0.1			2						(136	)								(134	)
Balance,<br> March 31, 2024			287.3		$	3,399		$	125		$	9,171		$	(1,174	)	$	403		$	11,924
		Common Shares															Non-
					Stated			Contributed			Retained						controlling				Total
	Note	Number			Value			Surplus			Earnings			AOCL ^(i)^			Interest			Equity
		[in millions]
Balance,<br> December 31, 2022			285.9		$	3,299		$	111		$	8,639		$	(1,114	)	$	400		$	11,335
Net<br> income												209						8			217
Other<br> comprehensive income															77			2			79
Shares<br> issued on exercise of stock options			0.1			7			(1	)											6
Release<br> of stock and stock units			0.3			15			(15	)											—
Tax<br> withholdings on vesting of Equity awards			(0.1	)		(2	)					(7	)								(9	)
Repurchase<br> and cancellation under normal course issuer bid	10		(0.1	)		(2	)					(8	)		1						(9	)
Stock-based<br> compensation expense									9												9
Dividends<br> paid						2						(134	)								(132	)
Dividends<br> paid to non-controlling interests																		(7	)		(7	)
Balance,<br> March 31, 2023			286.1		$	3,319		$	104		$	8,699		$	(1,036	)	$	403		$	11,489
(i)	AOCLis Accumulated Other Comprehensive Loss.
---	---

Seeaccompanying notes

MagnaInternational Inc. First Quarter Report 2024	27

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

1.	SIGNIFICANT<br>ACCOUNTING POLICIES
[a]	Basisof 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, 2023 audited consolidated financial statements and notes thereto included in the Company’s 2023 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 March 31, 2024 and the results of operations, changes in equity, and cash flows for the three-month periods ended March 31, 2024 and 2023.

For the three months ended March 31, 2023, $12 million has been reclassified from Depreciation and amortization to Amortization of acquired intangible assets on the consolidated statements of income to conform with current period presentation.

[b]	Useof 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.

2.	OTHER<br>EXPENSE, NET
		Three<br> months ended
---	---	---	---	---	---
		March<br> 31,
		2024		2023
Impairments<br> and restructuring related to Fisker Inc. [“Fisker”]	[a]	$	316	$	—
Restructuring	[b]		38		118
Investments	[c]		2		24
		$	356	$	142
[a]	Impairmentsand restructuring related to Fisker
---	---

Impairmentof Fisker related assets

During the first quarter of 2024, the Company recorded a $261 million [$205 million after tax] impairment charge on its Fisker related assets as a result of the expected lack of future cashflows and the substantial doubt about Fisker’s ability to continue as a going concern. The assets impaired include production receivables, inventory, fixed assets and other capitalized expenditures. The following table summarizes the net asset impairments by segment:

	Body
	Exteriors<br> &			Power<br> &		Seating		Complete
	Structures			Vision		Systems		Vehicles			Total
Accounts<br> receivable	$	3		$	4	$	2	$	14		$	23
Inventories		5			37		8		—			50
Other<br> assets, net					54		—		90			144
Fixed<br> assets, net		1			48		5		3			57
Other<br> accrued liabilities		(5	)		—		—		(10	)		(15	)
Operating<br> lease right-of-use assets		1			—		1		—			2
	$	5		$	143	$	16	$	97		$	261

The Company is also exposed to risk related to third-party obligations of approximately $75 million in connection with manufacturing of the Fisker Ocean SUV.

28	MagnaInternational Inc. First Quarter Report 2024

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

2.	OTHER<br>EXPENSE, NET (CONTINUED)

Impairmentof Fisker warrants

Fisker issued approximately 19.5 million penny warrants to the Company to purchase common stock in connection with our agreements with Fisker for platform sharing, engineering and manufacturing of the Fisker Ocean SUV. These warrants vested during 2021 and 2022 based on specified milestones and have been marked to market each quarter.

During the first quarter of 2024, Magna recorded a $33 million [$25 million after tax] impairment charge on these warrants reducing the value of the warrants to nil.

When the warrants were issued and the vesting provisions realized, the Company recorded offsetting amounts to deferred revenue within other accrued liabilities and other long-term liabilities, and was recognized in income as performance obligations were satisfied. The unamortized amount of this deferred revenue as of March 31, 2024 was approximately $195 million, and will be recognized in income as performance obligations are satisfied or upon termination of the agreement for manufacturing of the Fisker Ocean SUV.

Restructuring

In the first quarter of 2024, the Company recorded restructuring charges of $22 million [$17 million after tax] in its Complete Vehicles segment in connection with its Fisker related assembly operations.

[b]	Restructuring

In the first quarter of 2024, the Company recorded additional restructuring charges of $26 million [$20 million after tax] in its Complete Vehicles segment, and $12 million [$12 million after tax] related to a facility in Europe in its Body Exteriors & Structures segment.

In the first quarter of 2023, the Company recorded restructuring charges of $105 million [$82 million after tax] in its Power & Vision segment, and $13 million [$10 million after tax] in its Body Exteriors & Structures segment.

[c]	Netlosses on investments
	Three<br> months ended
---	---	---	---	---	---	---
****	March 31,					****
	2024			2023
Revaluation<br> of public and private equity investments	$	2		$	2
Revaluation<br> of Fisker warrants		—			22
Other<br> expense, net		2			24
Tax<br> effect		(1	)		(6	)
Net<br> loss attributable to Magna	$	1		$	18
MagnaInternational Inc. First Quarter Report 2024	29
---	---

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

3.	EARNINGS<br>PER SHARE
	Three<br> months ended
---	---	---	---	---
****	March 31,
	2024		2023
Basic earnings per<br> Common Share:
Net income<br> attributable to Magna International Inc.	$	9	$	209
Weighted average number of Common Shares outstanding		286.9		286.1
Basic earnings per Common Share	$	0.03	$	0.73
Diluted<br> earnings per Common Share [a]:
Net income attributable<br> to Magna International Inc.	$	9	$	209
Weighted average number of Common Shares outstanding		286.9		286.1
Stock options and restricted<br> stock		0.2		0.5
		287.1		286.6
Diluted earnings per Common Share	$	0.03	$	0.73
[a]	For<br>the three months ended March 31, 2024, diluted earnings per Common Share excluded 2.8 million [2023 – 1.4 million] Common<br>Shares issuable under the Company’s Incentive Stock Option Plan because these options were not “in-the-money”.<br>The dilutive effect of participating securities using the two-class method was excluded from the calculation of earnings per share<br>because the effect would be immaterial.
---	---
30	MagnaInternational Inc. First Quarter Report 2024
---	---

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

4.	DETAILS<br>OF CASH FLOWS
[a]	Cash<br>and cash equivalents:
---	---
	March<br> 31,		December 31,
---	---	---	---	---
	2024		2023
Bank term deposits and bankers’ acceptances	$	586	$	502
Cash		931		696
	$	1,517	$	1,198
[b]	Items<br>not involving current cash flows:
---	---
	Three<br> months ended
---	---	---	---	---	---	---
	March<br> 31,
	2024			2023
Depreciation	$	377		$	353
Amortization of acquired<br> intangible assets		28			12
Other asset amortization		44			65
Deferred revenue amortization		(74	)		(75	)
Dividends received<br> in excess of equity income		14			8
Deferred tax recovery		(128	)		(37	)
Other non-cash charges		8			1
Non-cash<br> portion of Other expense, net [note 2]		296			24
	$	565		$	351
[c]	Changes<br> in operating assets and liabilities:
---	---
	Three<br> months ended
---	---	---	---	---	---	---
	March<br> 31,
	2024			2023
Accounts<br> receivable	$	(591	)	$	(1,170	)
Inventories		(66	)		(235	)
Prepaid expenses and<br> other		(85	)		(4	)
Accounts payable		147			693
Accrued salaries and<br> wages		(11	)		(21	)
Other accrued liabilities		270			491
Income<br> taxes (receivable) payable		6			(95	)
	$	(330	)	$	(341	)
MagnaInternational Inc. First Quarter Report 2024	31
---	---

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

5.	INVENTORIES

Inventories consist of:

	March<br> 31,		December<br> 31,
	2024		2023
Raw materials<br> and supplies	$	1,732	$	1,861
Work-in-process		470		450
Finished goods		554		569
Tooling<br> and engineering		1,755		1,726
	$	4,511	$	4,606

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

6.	INVESTMENTS
	March<br> 31,		December<br> 31,
---	---	---	---	---
	2024		2023
Equity<br> method investments	$	921	$	987
Public and private<br> equity investments		245		230
Fisker Warrants		—		34
Debt<br> investments		29		22
	$	1,195	$	1,273

Cumulative unrealized gains and losses on equity securities held as at March 31, 2024 were $47 million and $357 million [$28 million and $323 million as at December 31, 2023], respectively.

7.	OTHER<br>ASSETS

Other assets consist of:

	March<br> 31,		December 31,
	2024		2023
Preproduction costs related to long-term supply agreements	$	691	$	835
Long-term receivables		276		321
Pension overfunded status		44		41
Unrealized gain on cash flow hedges		2		4
Other, net		107		118
	$	1,120	$	1,319
8.	WARRANTY
---	---

The following is a continuity of the Company’s warranty accruals:

	2024			2023
Balance, beginning of period	$	270		$	257
Expense, net		33			49
Settlements		(18	)		(23	)
Foreign<br> exchange and other		(1	)		1
Balance, March<br> 31	$	284		$	284
32	MagnaInternational Inc. First Quarter Report 2024
---	---

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

9.	DEBT

Short-termborrowings

[a]	Commercial Paper Program

As at March 31, 2024, $838 million [$299 million as at December 31, 2023] of notes were outstanding under the U.S. commercial paper program, with a weighted average interest rate of 5.55% [2023 - 5.57%]. No notes were outstanding under the euro-commercial paper program as at March 31, 2024 [$210 million as at December 31, 2023 with a weighted average interest rate of 4.02%]. Maturities on amounts outstanding are less than three months.

Long-termborrowings

[a]	Senior notes

On March 14, 2024, the Company issued $400 million of Senior Notes carrying an interest rate of 5.050%, with a maturity date of March 14, 2029. The net cash proceeds received from the Senior Note issuance was $397 million. The Senior Notes were issued for general corporate purposes, which may include the repayment of the Company’s existing indebtedness of $750 million in Senior Notes coming due in June 2024.

The Senior Notes are unsecured obligations and do not include any financial covenants. The Company may redeem the notes in whole or in part at any time, and from time to time, at specified redemption prices determined in accordance with the terms of the indenture governing the Senior Notes.

[b]	Global Credit Facility

On March 28, 2024 the Company extended the maturity date of its $2.7 billion syndicated revolving credit facility from June 24, 2028 to June 25, 2029. No amounts are outstanding under this credit facility.

10.	CAPITALSTOCK
[a]	During<br> the first quarter of 2024, the Company repurchased 0.1 million shares under a normal<br> course issuer bid for cash consideration of $3 million.
---	---
[b]	The<br> following table presents the maximum number of shares that would be outstanding if all<br> the dilutive instruments outstanding at May 2, 2024 were exercised or converted:
---	---
Common Shares	287,280,095
---	---
Stock options ^[i]^	6,074,086
	293,354,181
[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. First Quarter Report 2024	33
---	---

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

11.	ACCUMULATED OTHER COMPREHENSIVE LOSS
The following is a continuity schedule of accumulated other comprehensive loss:
---	---	---	---	---	---	---
	2024			2023
Accumulated net unrealized loss on translation of net investment in foreign operations
Balance, beginning of period	$	(836	)	$	(1,018	)
Net unrealized (loss) gain		(235	)		43
Repurchase of shares under normal course issuer bid		—			1
Balance, March 31		(1,071	)		(974	)
Accumulated net unrealized gain on cash flow hedges ^(i)^
Balance, beginning of period		43			5
Net unrealized (loss) gain		(13	)		41
Reclassifications to net income		(29	)		(3	)
Balance, March 31		1			43
Accumulated net unrealized loss on other long-term liabilities
Balance, beginning of period		(105	)		(101	)
Net unrealized loss		—			(5	)
Reclassifications to net income		1			1
Balance, March 31		(104	)		(105	)
Total accumulated other comprehensive loss	$	(1,174	)	$	(1,036	)
(i)	Theamount of income tax expense that has been netted in the accumulated net unrealized gain on cash flow hedges is as follows:
---	---
	2024			2023
---	---	---	---	---	---	---
Balance, beginning of period	$	(16	)	$	—
Net unrealized gains (losses)		4			(15	)
Reclassifications to net income		10			1
Balance, March 31	$	(2	)	$	(14	)

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

34	MagnaInternational Inc. First Quarter Report 2024

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

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

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

	March 31,			December 31,
	2024			2023
Financial assets
Cash and cash equivalents	$	1,517		$	1,198
Accounts receivable		8,379			7,881
Fisker Warrants and public and private equity investments		245			264
Debt investments		29			22
Long-term receivables included in other assets		276			321
	$	10,446		$	9,686
Financial liabilities
Short-term borrowing	$	838		$	511
Long-term debt (including portion due within one year)		5,373			4,994
Operating lease liabilities (including current portion)		1,713			1,718
Accounts payable		7,855			7,842
	$	15,779		$	15,065
Derivatives designated as effective hedges, measured at fair value
Foreign currency contracts
Prepaid expenses	$	42		$	78
Other assets		2			4
Other accrued liabilities		(24	)		(13	)
Other long-term liabilities		(7	)		(8	)
	$	13		$	61
[b]	Supplier financing program
---	---

The Company has supplier financing programs with third-party financial institutions that provides financing to suppliers of tooling related materials. These arrangements allow suppliers to elect to be paid by a financial institution at a discount earlier than the maturity date of the receivable, which may extend from 6 to 18 months. The Company will pay the full amount owing to the financial institution on the maturity dates. Amounts outstanding under these programs as at March 31, 2024 were $139 million [$132 million at December 31, 2023] and are presented within accounts payable.

[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, accounts payable and short-term borrowings

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.

Magna International Inc. First Quarter Report 2024	35

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

12.	FINANCIAL INSTRUMENTS (CONTINUED)

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]

FiskerWarrants

The Company determined the value of its warrants based on the last quoted price in the active market for Fisker’s common shares, [Level 2 inputs based on the GAAP fair value hierarchy] followed by an impairment review considering both qualitative and quantitative factors that may have a significant impact on the investee’s fair value.

TermLoan

The Company’s Term Loans consists of advances in the form of 1, 3 or 6-month loans, that may be rolled over until the end of the 3 and 5-year terms. Due to the short-term maturity of each loan, the carrying value as presented in the consolidated balance sheets is a reasonable estimate of its fair value.

SeniorNotes

At March 31, 2024, the net book value of the Company’s Senior Notes was $4.9 billion and the estimated fair value was $4.8 billion. The fair value of our Senior Notes are classified as Level 1 when quoted prices in active markets are available and Level 2 when the quoted prices are from less active markets or when other observable inputs are used to determine fair value.

[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 and commodity forward contracts with positive fair values. Cash and cash equivalents, which consist of short-term investments, are only invested in bank term deposits and bank commercial paper with 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.

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 months ended March 31, 2024, sales to the Company’s six largest customers represented 74% of the Company’s total sales; and substantially all of its sales are to customers with which the Company has ongoing contractual relationships. The Company continues to develop and conduct business with newer electric vehicle-focused customers, which poses incremental credit risk due to their relatively short operating histories; limited financial resources; less mature product development and validation processes; uncertain market acceptance of their products/services; and untested business models. These factors may elevate our risks in dealing with such customers, particularly with respect to recovery of: pre-production (including tooling, engineering, and launch) and production receivables; inventory; fixed assets and capitalized preproduction expenditures; as well as other third party obligations related to such items. As at March 31, 2024, the Company’s balance sheet exposure related to newer electric vehicle-focused customers was approximately $250 million. 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.

36	MagnaInternational Inc. First Quarter Report 2024

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

12.	FINANCIAL INSTRUMENTS (CONTINUED)
[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.

The Company is exposed to interest rate risk on its Term Loans as the interest rate is variable, however the Company is not exposed to interest rate risk on Senior Notes as the interest rates 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 March 31, 2024, 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
	U.S. dollar<br><br> <br>amount			Weighted<br><br> <br>average<br><br> <br>rate		Peso<br><br> <br>amount		Weighted<br><br> <br>average<br><br> <br>rate		U.S.<br> dollar<br><br> <br>amount			Weighted<br><br> <br>average<br><br> <br>rate		Czech<br><br> <br>Koruna<br><br> <br>Amount		Weighted<br><br> <br>average<br><br> <br>rate
Buy		10			0.78351		2,310		0.04310		11			0.85755		719		0.03716
(Sell)		(619	)		1.28153		—		—		(43	)		1.08593		—		—

Forward contracts mature at various dates through 2026. Foreign currency exposures are reviewed quarterly.

[g]	Equityprice risk

Publicequity securities

The Company’s public equity securities 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.

13.	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.

In December 2023, the Company received a notification [the “Notification Letter”] from a customer informing the Company as to the customer’s initial determination that one of the Company’s operating groups bears responsibility for costs totaling $352 million related to two product recalls. The Notification Letter triggered a negotiation period regarding financial allocation of the total costs for the two recalls, which remains on-going. In the event such negotiations are not concluded successfully, the customer has discretion under its Terms and Conditions to debit Magna up to 50% of the parts and labour costs actually incurred related to the recalls. The Company believes that the product in question met the customer’s specifications, and accordingly, is vigorously contesting the customer’s determination. Magna does not currently anticipate any material liabilities.

Magna International Inc. First Quarter Report 2024	37

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

14.	SEGMENTEDINFORMATION

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, 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 and adding back Amortization of acquired intangible assets, Income taxes, Interest expense, net and Other (income) expense, net.

The Adjusted EBIT presented in the tables below for the prior period have been updated to reflect the revised calculation of Adjusted EBIT adopted by the Company effective July 1, 2023, which excludes the amortization of acquired intangible assets.

[a]	The<br> following tables show segment information for the Company’s reporting segments and a<br> reconciliation of Adjusted EBIT to the Company’s consolidated net income:
	Three months ended March 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
														Fixed
	Total			External		Adjusted					Equity			asset
	sales			sales		EBIT [ii]			Depreciation		income			additions
Body Exteriors & Structures	$	4,429		$	4,363	$	298		$	180	$	—		$	306
Power & Vision		3,842			3,781		98			142		(27	)		143
Seating Systems		1,455			1,449		52			25		(5	)		22
Complete Vehicles		1,383			1,374		27			25		(1	)		12
Corporate & Other [i]		(139	)		3		(6	)		5		(1	)		10
Total Reportable Segments	$	10,970		$	10,970	$	469		$	377	$	(34	)	$	493
	Three months ended March 31, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
											Equity			Fixed
	Total			External		Adjusted					(income)			asset
	sales			sales		EBIT [ii]			Depreciation		loss			additions
Body Exteriors & Structures	$	4,439		$	4,318	$	272		$	185	$	—		$	271
Power & Vision		3,323			3,255		92			118		(34	)		113
Seating Systems		1,486			1,479		37			22		(4	)		20
Complete Vehicles		1,626			1,617		52			25		(1	)		11
Corporate & Other [i]		(201	)		4		(4	)		3		6			9
Total Reportable Segments	$	10,673		$	10,673	$	449		$	353	$	(33	)	$	424
[i]	Included<br> in Corporate & Other Adjusted EBIT are intercompany fees charged to the automotive<br> segments.
---	---
[ii]	The<br> following table reconciles Net income to Adjusted EBIT:
---	---
	Three months ended <br>March 31,
---	---	---	---	---
	2024		2023
Net income	$	26	$	217
Add:
Amortization of acquired intangible assets		28		12
Interest expense, net		51		20
Other expense, net		356		142
Income taxes		8		58
Adjusted EBIT	$	469	$	449
38	MagnaInternational Inc. First Quarter Report 2024
---	---

MAGNAINTERNATIONAL INC.

NOTESTO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

[Unaudited]

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

14.	SEGMENTED INFORMATION (CONTINUED)
[b]	The following<br> table shows Goodwill for the Company’s reporting segments:
---	---
	March 31, <br>2024		December 31, <br>2023
---	---	---	---	---
Body Exteriors & Structures	$	445	$	452
Power & Vision		1,880		1,928
Seating Systems		255		258
Complete Vehicles		106		109
Corporate & Other		19		20
Total Reportable Segments	$	2,705	$	2,767
[c]	The following<br> table shows Net Assets for the Company’s reporting segments:
---	---
	March 31, <br>2024		December 31, <br>2023
---	---	---	---	---
Body Exteriors & Structures	$	8,513	$	8,147
Power & Vision		7,608		7,880
Seating Systems		1,333		1,340
Complete Vehicles		361		574
Corporate & Other		1,066		1,066
Total Reportable Segments	$	18,881	$	19,007

The following table reconciles Total Assets to Net Assets:

	March 31, <br>2024			December 31, <br>2023
Total Assets	$	32,678		$	32,255
Deduct assets not included in segment net assets:
Cash and cash equivalents		(1,517	)		(1,198	)
Deferred tax assets		(753	)		(621	)
Long-term receivables from joint venture partners		(61	)		(49	)
Deduct liabilities included in segment net assets:
Accounts payable		(7,855	)		(7,842	)
Accrued salaries and wages		(883	)		(912	)
Other accrued liabilities		(2,728	)		(2,626	)
Segment Net Assets	$	18,881		$	19,007
Magna International Inc. First Quarter Report 2024	39
---	---

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 March 31, 2024.
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 Disclosure in Issuer’sAnnual 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 January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 3, 2024.

/s/ Seetarama (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 March 31, 2024.
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 Disclosure in Issuer’sAnnual 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 January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 3, 2024.

/s/ Patrick W.D. McCann
Patrick W.D. McCann
Executive Vice-President and Chief Financial Officer