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THREE MONTHS ENDED SIX MONTHS ENDED

JUNE 30, JUNE 30,

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2009 2008 2009 2008

---- ---- ---- ----

Sales $ 3,705(2) $ 6,713 $ 7,279 $ 13,335

Operating (loss) income $ (237) $ 319 $ (467) $ 605

Net (loss) income $ (205) $ 227 $ (405) $ 434

Diluted (loss) earnings per

share $ (1.83) $ 1.98 $ (3.62) $ 3.75

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

figures, which are in U.S. dollars.

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THREE MONTHS ENDED JUNE 30, 2009

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During the second quarter of 2009, vehicle production declined 49% to 1.8 million units in North America and 28% to 3.1 million units in Europe, each compared to the second quarter of 2008.

Also during the second quarter of 2009, our North American and European average dollar content per vehicle decreased 10% and 7% respectively, each compared to the second quarter of 2008.

Complete vehicle assembly sales decreased 60% to $423 million for the second quarter of 2009 compared to $1.1 billion for the second quarter of 2008, while complete vehicle assembly volumes declined 65% to approximately 14,100 units.

Substantially as a result of the significant declines in vehicle production in North America and Europe, lower average dollar content per vehicle in these two markets, and decreases in assembly sales and tooling, engineering and other sales, our total sales decreased 45% to $3.7 billion for the second quarter of 2009 as compared to $6.7 billion for the second quarter of 2008.

During the second quarter of 2009, operating loss was $237 million, net loss was $205 million and diluted loss per share was $1.83, decreases of $556 million, $432 million and $3.81, respectively, each compared to the second quarter of 2008.

During the second quarter ended June 30, 2009, we generated cash from operations before changes in non-cash operating assets and liabilities of $87 million, and invested $55 million in non-cash operating assets and liabilities. Total investment activities for the second quarter of 2009 were $273 million, including $150 million in fixed asset additions, $39 million to purchase subsidiaries and an $84 million increase in investments and other assets.

SIX MONTHS ENDED JUNE 30, 2009

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During the six months ended June 30, 2009, vehicle production declined 50% to 3.5 million units in North America and 34% to 5.6 million units in Europe, each compared to the first six months of 2008.

Also during the first six months of 2009, our North American and European average dollar content per vehicle decreased 3% and 5% respectively, each compared to the first six months of 2008.

Complete vehicle assembly sales decreased 61% to $824 million for the six months ended June 30, 2009 compared to $2.1 billion for the six months ended June 30, 2008, while complete vehicle assembly volumes declined 69% to approximately 26,100.

As a result of the significant declines in vehicle production in North America and Europe, lower average dollar content per vehicle in these two markets, and decreases in Rest of World sales, assembly sales and tooling, engineering and other sales, our total sales decreased 45% to $7.3 billion for the six months ended June 30, 2009 as compared to $13.3 billion for the six months ended June 30, 2008.

During the six months ended June 30, 2009, operating loss was $467 million, net loss was $405 million and diluted loss per share was $3.62, decreases of $1.1 billion, $839 million and $7.37, respectively, each compared to the first six months of 2008.

During the six months ended June 30, 2009, we generated cash from operations before changes in non-cash operating assets and liabilities of $96 million, and invested $107 million in non-cash operating assets and liabilities. Total investment activities for the first six months of 2009 were $391 million, including $246 million in fixed asset additions, $39 million to purchase subsidiaries, and a $106 million increase in investments and other assets.

A more detailed discussion of our consolidated financial results for the second quarter and six months ended June 30, 2009 is contained in the Management's Discussion and Analysis of Results of Operations and Financial Position, and the unaudited interim consolidated financial statements and notes thereto, which are attached to this Press Release.

We are the most diversified global automotive supplier. We design, develop and manufacture technologically advanced automotive systems, assemblies, modules and components, and engineer and assemble complete vehicles, primarily for sale to original equipment manufacturers ("OEMs") of cars and light trucks. Our capabilities include the design, engineering, testing and manufacture of automotive interior systems; seating systems; closure systems; body and chassis systems; vision systems; electronic systems; exterior systems; powertrain systems; roof systems; as well as complete vehicle engineering and assembly.

We have approximately 71,000 employees in 247 manufacturing operations and 86 product development and engineering centres in 25 countries.

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We will hold a conference call for interested analysts and shareholders

to discuss our second quarter results on Friday, August 7, 2009 at

8:30 a.m. EDT. The conference call will be chaired by Vincent J. Galifi,

Executive Vice-President and Chief Financial Officer. The number to use

for this call is 1-800-909-4147. The number for overseas callers is

1-212-231-2911. Please call in 10 minutes prior to the call. We will also

webcast the conference call at www.magna.com. The slide presentation

accompanying the conference call will be available on our website Friday

morning prior to the call.

For further information, please contact Louis Tonelli, Vice- President,

Investor Relations at 905-726-7035.

For teleconferencing questions, please contact Karin Kaminski at 905-726-

7103.

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FORWARD-LOOKING STATEMENTS

--------------------------

The previous discussion may contain statements that, to the extent that they are not recitations of historical fact, constitute "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements may include financial and other projections, as well as statements regarding our future plans, objectives or economic performance, or the assumptions underlying any of the foregoing. We use words such as "may", "would", "could", "will", "likely", "expect", "anticipate", "believe", "intend", "plan", "forecast", "project", "estimate" and similar expressions to identify forward-looking statements. Any such forward-looking statements 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. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks, assumptions and uncertainties, including, without limitation: the potential for an extended global recession, including its impact on our liquidity; the persistence of low production volumes and sales levels; restructuring of the global automotive industry and the impact on the financial condition and credit worthiness of some of our OEM customers, including the potential that such customers may not make, or may seek to delay or reduce, payments owed to us; the financial distress of some of our suppliers and the risk of their insolvency, bankruptcy or financial restructuring; restructuring and/or downsizing costs related to the rationalization of some of our operations; impairment charges; shifts in technology; our ability to successfully grow our sales to non-traditional customers; a reduction in the production volumes of certain vehicles, such as certain light trucks; our dependence on outsourcing by our customers; risks of conducting business in foreign countries, including Russia, India and China; our ability to quickly shift our manufacturing footprint to take advantage of lower cost manufacturing opportunities; the termination or non-renewal by our customers of any material contracts; fluctuations in relative currency values; our ability to successfully identify, complete and integrate acquisitions; our proposed purchase of an equity stake in Opel and the potential impact of an ownership stake in an OEM; the continued exertion of pricing pressures by our customers and our ability to offset price concessions demanded by our customers; the impact of government financial intervention in the automotive industry; disruptions in the capital and credit markets; warranty and recall costs; product liability claims in excess of our insurance coverage; changes in our mix of earnings between jurisdictions with lower tax rates and those with higher tax rates, as well as our ability to fully benefit tax losses; other potential tax exposures; legal claims against us; work stoppages and labour relations disputes; changes in laws and governmental regulations; costs associated with compliance with environmental laws and regulations; potential conflicts of interest involving our indirect controlling shareholder, the Stronach Trust; and other factors set out in our Annual Information Form filed with securities commissions in Canada and our annual report on Form 40-F filed with the United States Securities and Exchange Commission, and subsequent filings. In evaluating forward-looking statements, 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. Unless otherwise required by applicable securities laws, we do not intend, nor do we undertake any obligation, to update or revise any forward-looking statements to reflect subsequent information, events, results or circumstances or otherwise.

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For further information about Magna, please see our website at

www.magna.com. Copies of financial data and other publicly filed

documents are available through the internet on the Canadian Securities

Administrators' System for Electronic Document Analysis and Retrieval

(SEDAR) which can be accessed at www.sedar.com and on the United States

Securities and Exchange Commission's Electronic Data Gathering, Analysis

and Retrieval System (EDGAR) which can be accessed at www.sec.gov.

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MAGNA INTERNATIONAL INC.

Management's Discussion and Analysis of Results of Operations and

Financial Position

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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 and average dollar content per vehicle, which are in U.S. dollars, unless otherwise noted. 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 and six months ended June 30, 2009 included in this Press Release, and the audited consolidated financial statements and MD&A for the year ended December 31, 2008 included in our 2008 Annual Report to Shareholders. The unaudited interim consolidated financial statements for the three months and six months ended June 30, 2009 have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") with respect to the preparation of interim financial information and the audited consolidated financial statements for the year ended December 31, 2008 have been prepared in accordance with Canadian GAAP.

This MD&A has been prepared as at August 6, 2009.

OVERVIEW

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We are the most diversified global automotive supplier. We design, develop and manufacture technologically advanced automotive systems, assemblies, modules and components, and engineer and assemble complete vehicles, primarily for sale to original equipment manufacturers ("OEMs") of cars and light trucks. Our capabilities include the design, engineering, testing and manufacture of automotive interior systems; seating systems; closure systems; body and chassis systems; vision systems; electronic systems; exterior systems; powertrain systems; roof systems; as well as complete vehicle engineering and assembly. We follow a corporate policy of functional and operational decentralization, pursuant to which we conduct our operations through divisions, each of which is an autonomous business unit operating within pre-determined guidelines. As at June 30, 2009, we had 247 manufacturing divisions and 86 product development, engineering and sales centres in 25 countries.

Our operations are segmented on a geographic basis between North America, Europe and Rest of World (primarily Asia, South America and Africa). A Co-Chief Executive Officer heads management in each of our two primary markets, North America and Europe. The role of the North American and European management teams is to manage our interests to ensure a coordinated effort across our different capabilities. In addition to maintaining key customer, supplier and government contacts in their respective markets, our regional management teams centrally manage key aspects of our operations while permitting our divisions enough flexibility through our decentralized structure to foster an entrepreneurial environment.

HIGHLIGHTS

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The second quarter of 2009 was another challenging period for Magna, particularly in North America. Vehicle production in North America declined 49% compared to the second quarter of 2008, and increased only modestly compared to the depressed production levels in the first quarter of 2009. Continued weak automotive sales and high dealer inventories for many vehicles were largely responsible for the significant year-over-year decline in vehicle production. In addition, during the second quarter of 2009, both General Motors and Chrysler (our largest and fourth largest customers, respectively, based on 2008 sales) filed for bankruptcy protection in the United States. Chrysler substantially ceased its vehicle production for the duration of the period it was under bankruptcy protection and, consequently, Chrysler's North American vehicle production in the second quarter of 2009 declined 84% as compared to the second quarter of 2008. Although General Motors did not cease operations at all of its North American vehicle assembly facilities while under bankruptcy protection, a number of its facilities were shut down for extended periods of time, leading to a 53% decline in General Motors vehicle production in the second quarter of 2009 as compared to the second quarter of 2008.

European vehicle production for the second quarter of 2009 declined 28% compared to the second quarter of 2008, although it improved 21% from the first quarter of 2009. Vehicle "scrappage" programs in effect this year in a number of European countries have benefitted European automotive sales and contributed in large part to the quarterly improvement in European vehicle production from the first quarter to the second quarter of 2009. Recently, the United States implemented the Car Allowance Rebate System ("CARS"), an incentive program effective July 24, 2009 (for vehicles purchased on or after July 1, 2009), which appears to be stimulating sales of new vehicles in the United States.

The difficult automotive environment, particularly in North America, adversely impacted our financial results for the second quarter of 2009. Our total sales decreased by 45% for the second quarter of 2009 as compared to the second quarter of 2008 as a result of: the significant declines in vehicle production in our two principal markets; a 60% decrease in complete vehicle assembly sales; and a 16% decrease in tooling and other sales. Operating income for the second quarter of 2009 decreased $556 million to a loss of $237 million, from operating income of $319 million in the second quarter of 2008.

Despite the significant year-over-year declines in sales and operating income we improved our financial results, excluding unusual items, from the first quarter of 2009 to the second quarter of 2009. While total sales in the second quarter of 2009 increased only $131 million from the first quarter of 2009, we reduced our operating loss, excluding unusual items, by $48 million. Second quarter 2009 financial results benefitted from the higher sequential European automotive production, continued restructuring activities, the implementation of additional cost-saving measures, and recent acquisitions, all relative to the first quarter of 2009.

New Chrysler and General Motors companies were formed in June and July of this year, respectively, in connection with the bankruptcies of these OEMs, and the continuing operations of these new companies are no longer subject to bankruptcy protection. As a result of the U.S. Administration's efforts to protect the automotive supply base in the bankruptcy process, we were able to avoid a significant adverse impact on our profitability and financial condition.

There appear to be signs of improvement in certain key automotive markets. Recent U.S. monthly sales rates appear to have stabilized, with July's U.S. auto sales rate being the highest thus far in 2009, driven in part by the CARS incentive program. North American dealer inventories have declined, and are now below long-term average levels, while Western European auto sales have been improving in recent months. OEM production schedules in North America and Europe, while still low by recent historical standards, point to increases in the second half of 2009, compared to the first half of 2009.

We have taken steps to further improve our competitive position. In the second quarter of 2009, we secured a significant amount of takeover business, in addition to the amount awarded to us in the first quarter of 2009. We continue to make selective acquisitions, such as Cadence Innovation s.r.o, located primarily in the Czech Republic ("Cadence"), and several facilities in Mexico and the U.S. from Meridian Automotive Systems Inc. ("Meridian"). We also continue to restructure our operations in our traditional markets to right- size our capacity. In addition to reduced discretionary spending, we have initiated a number of cost saving actions, including employee reductions, short work week schedules, reduced bonuses, voluntary wage reductions and benefit plan changes. Some of these actions began to benefit our operating results in the second quarter of 2009, while others will impact results in future quarters.

Our strong financial position allows us to continue to invest in innovation. In particular, over the past few years, we have been investing to expand our capabilities and footprint in the electronics area. We see electronics content, particularly in the area of driver assistance systems, as an area of future growth for the automotive industry and for Magna. However, further investments are required in the coming years before we generate appropriate returns from these investments. In the meantime, we expect our electronics investments to continue to negatively impact our earnings, as such investments did in the second quarter of 2009.

More recently, we have been investing to develop our component, system and integration capabilities in the growing hybrid/electric vehicle market. This market is becoming more significant globally each year, and certain long-term industry forecasts indicate considerable future growth. We are developing capabilities across a number of areas/systems that are unique to hybrid/electric vehicles, including motors and controllers, inverters, converters, chargers, transfer cases and electric pumps. However, additional investments are also required in this area, and we expect our continued investments to negatively impact our earnings in the near term, as such investments did in the second quarter of 2009.