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Magna Announces Third Quarter and Year to Date Results

AURORA, Ontario, November 8 --

Magna International Inc. (TSX: MG.SV.A, MG.MV.B ; NYSE: MGA) today reported financial results for the third quarter and nine month period ended September 30, 2005.

    
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                                 THREE MONTHS ENDED     NINE MONTHS ENDED
                                    SEPTEMBER 30,          SEPTEMBER 30,
                               ---------------------- -----------------------
                                  2005       2004        2005       2004
                               ---------- ----------- ---------- ------------
    Sales                       $  5,381   $  4,784    $ 16,957   $ 15,000 
    Operating income            $    240   $    223(1) $    817   $    875(1) 
    Net income                  $    159   $    132(1) $    556   $    499(1) 
    Diluted earnings per share  $   1.44   $   1.37(1) $   5.16   $   5.13(1) 
    (1) Operating income, net income and diluted earnings per share have been
        restated to reflect the accounting policy change described in Note 2
        of the unaudited interim consolidated financial statements attached
        to this press release. 
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      All results are reported in millions of U.S. dollars, except per
                               share figures.
    ------------------------------------------------------------------------- 
    THREE MONTHS ENDED SEPTEMBER 30, 2005
    -------------------------------------

We posted sales of $5.4 billion for the third quarter ended September 30, 2005, an increase of 12% over the third quarter of 2004. The higher sales level in the third quarter of 2005 reflects increases of 24% in North American average dollar content per vehicle and 14% in European average dollar content per vehicle, each over the comparable quarter in 2004. During the third quarter of 2005, North American vehicle production increased 2% and European vehicle production declined 6%, each from the comparable quarter in 2004. European complete vehicle assembly sales decreased 20% or $219 million to $879 million for the third quarter of 2005 compared to $1.1 billion for the third quarter of 2004.

Our operating income was $240 million for the third quarter of 2005 compared to $223 million for the third quarter of 2004.

We earned net income for the third quarter ended September 30, 2005 of $159 million, compared to $132 million for the third quarter ending September 30, 2004.

Diluted earnings per share were $1.44 for the third quarter ended September 30, 2005, compared to $1.37 for the third quarter ending September 30, 2004.

During the three months ended September 30, 2005, we generated cash from operations before changes in non-cash operating assets and liabilities of $357 million, and invested $482 million in non-cash operating assets and liabilities. Total investment activities for the third quarter of 2005 were $229 million, including $198 million in fixed asset additions and a $31 million increase in other assets.

NINE MONTHS ENDED SEPTEMBER 30, 2005

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

We posted record sales of $17.0 billion for the nine months ended September 30, 2005, an increase of 13% over the comparable period in 2004. The higher sales level in the first nine months of 2005 reflects increases of 21% in North American average dollar content per vehicle and 15% in European average dollar content per vehicle, each over the comparable period in 2004. During the first nine months of 2005, North American vehicle production declined 1% and European vehicle production declined 5%, each from the comparable period in 2004. European complete vehicle assembly sales declined 6% or $195 million to $3.1 billion for the nine months ended September 30, 2005 compared to $3.3 billion for the nine months ended September 30, 2004.

Our operating income was $817 million for the nine months ended September 30, 2005 compared to $875 million for the comparable period in 2004.

We earned net income for the nine months ended September 30, 2005 of $ 556 million, compared to $499 million for the comparable period in 2004.

Diluted earnings per share were $5.16 for the nine months ended September 30, 2005, compared to $5.13 for the comparable period in 2004.

During the nine months ended September 30, 2005, we generated cash from operations before changes in non-cash operating assets and liabilities of $1.1 billion, and invested $592 million in non-cash operating assets and liabilities. Total investment activities for the first nine months of 2005 were $795 million, including $527 million in fixed asset additions, $168 million to purchase subsidiaries and a $100 million increase in other assets.

A more detailed discussion of our consolidated financial results for the third quarter and nine months ended September 30, 2005 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.

OTHER MATTERS

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Our Board of Directors yesterday declared a quarterly dividend with respect to our outstanding Class A Subordinate Voting Shares and Class B Shares for the quarter ended September 30, 2005. The dividend of U.S. $0.38 per share is payable on December 15, 2005 to shareholders of record on November 30, 2005.

2005 OUTLOOK

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

All amounts below exclude the impact of any potential future acquisitions.

We expect our results will continue to be impacted by the negative conditions in the automotive industry, including weak automotive production , OEM price concessions, higher commodity costs and general economic uncertainty. In addition, we expect that our 2005 results will be negatively impacted by certain unusual items, including rationalization and other charges associated with certain of our operations, including operations that supplied MG Rover, as well as restructuring charges arising from our recently completed privatizations.

We expect 2005 average dollar content per vehicle to be between $730 and $740 in North America and between $320 and $330 in Europe. We expect 2005 European complete vehicle assembly sales to be between $4.0 billion and $4.1 billion. Further, we have assumed 2005 vehicle production volumes will be approximately 15.7 million units in North America and approximately 15.9 million units in Europe. Based on expected average dollar content per vehicle in North America and Europe, current exchange rates, the above volume assumptions and anticipated complete vehicle assembly, tooling and other automotive sales, we expect our consolidated sales for 2005 to be between $22.3 billion and $22.9 billion, compared to 2004 consolidated sales of $20.7 billion. In addition, we expect that 2005 spending for fixed assets will be between $825 million and $875 million.

In 2005, excluding the impact of the unusual items noted above, we anticipate lower diluted earnings per share than 2004.

We are the most diversified automotive supplier in the world. We design , develop and manufacture automotive systems, assemblies, modules and components, and engineers and assembles complete vehicles, primarily for sale to original equipment manufacturers of cars and light trucks in North America, Europe, Asia and South America. Our capabilities include the design, engineering, testing and manufacture of automotive interior and closure systems; metal body and structural systems; exterior and interior mirror and engineered glass systems; exterior systems including front and rear end modules, plastic body panels, exterior trim and other systems, various powertrain and drivetrain systems; as well as complete vehicle engineering and assembly.

We have over 82,000 employees in 222 manufacturing operations and 58 product development and engineering centres in 22 countries.

    
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    We will hold a conference call for interested analysts and shareholders
    to discuss our third quarter results on Tuesday, November 8, 2005 at
    8:00 a.m. EST. The conference call will be co-chaired by Mark T. Hogan,
    President and Vincent J. Galifi, Executive Vice-President and Chief
    Financial Officer. The number to use for this call is 1 800 818 6210. The
    number for overseas callers is 1 416 641 6708. 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 Tuesday morning prior to the call. 
    For teleconferencing questions, please call 905-726 7103.
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This press release 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. 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. These risks , assumptions and uncertainties principally relate to the risks associated with the automotive industry and include those items listed in the attached Management's Discussion and Analysis of Results of Operations and Financial Position. In addition, for a more detailed discussion, reference is made to the risks, assumptions, uncertainties and other factors set out in our Annual Information Form filed with the Canadian Securities Commissions 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
    -------------------------------------------------------------------------

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 nine months ended September 30, 2005, included in this Press Release, and the audited consolidated financial statements and MD&A for the year ended December 31, 2004, included in our 2004 Annual Report to Shareholders. The unaudited interim consolidated financial statements for the three months and nine months ended September 30, 2005 and the audited consolidated financial statements for the year ended December 31, 2004 are both prepared in accordance with Canadian generally accepted accounting principles.

This MD&A has been prepared as at November 7, 2005.

OVERVIEW

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We are the most diversified automotive supplier in the world. We design , develop and manufacture automotive systems, assemblies, modules and components, and engineer and assemble complete vehicles. Our products and services are sold to original equipment manufacturers ("OEMs") of cars and light trucks in North America, Europe, Asia and South America.

In October 2004, we announced our intention to take each of our publicly traded subsidiaries private to further enhance our overall competitiveness. During the first and second quarters of 2005, we completed the privatizations of Tesma International Inc. ("Tesma"), Decoma International Inc. ("Decoma") and Intier Automotive Inc. ("Intier") (the "Privatizations"). The completion of these transactions has allowed management the opportunity to evaluate alternative operating structures that could further enhance our competitiveness. Currently, management has not yet completed the evaluation or implementation of these alternative operating structures. As a result, for the third quarter of 2005, our segmented information continues to be provided utilizing our former global systems groups, consistent with the second quarter of 2005.

HIGHLIGHTS

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Once again in the third quarter of 2005, we faced challenges, as compared to the third quarter of 2004, including lower production volumes on certain of our high content platforms, higher commodity prices and incremental price concessions.

Considering these ongoing challenges, we reported strong results in the third quarter of 2005. Our sales increased 12% or $597 million to $5.4 billion, operating income increased 8% to $240 million and diluted earnings per share increased 5% to $1.44, all in comparison to the third quarter of 2004.

There is significant distress in the automotive supply base, brought on by continued competitive pressures, commodity price increases, relatively weak automotive production in North America, particularly at General Motors and Ford, highly leveraged capital structures, and other factors. As a result, a number of automotive component suppliers have sought court protection in order to restructure their businesses. While we have experienced modest negative impact from the distress in the automotive supply base, the relative weakness of some of our direct competitors has provided, and we believe will continue to provide business opportunities for us, given our strong financial position, ongoing profitability and continued investment in technology.

In July, DaimlerChrysler, announced the development of a deeper relationship with a select group of key suppliers. Magna was identified as one of DaimlerChrysler's Highly Integrated Partnership Organizations ("HI- POs"). This improved model of co-operation with suppliers is intended to provide numerous benefits to the HI-POs, including early involvement in the product development of future models. As an example of this early involvement, DaimlerChrysler identified that Magna had been awarded the vehicle interior , excluding seats, for a future model of the Chrysler Group, scheduled for launch in model year 2008.

Similarly, in September, Ford announced that it was entering into new long term "Aligned Business Framework" agreements with select suppliers, and identified Magna and six other automotive component suppliers as the first of the strategic suppliers in the initial phase of Ford's new framework. The framework anticipates a significant reduction over time in the number of suppliers to Ford.

We launched significant programs in newly completed production facilities in the third quarter: our plant in Hermosillo, Mexico began to supply various stampings for the launch of the Ford Fusion, Mercury Milan and Lincoln Zephyr; and our facility in Bowling Green, Kentucky began to supply frames for the launch of the new Ford Explorer. Next year, this frame facility will also support the launch of the new Ford F-Series Super Duty pickup trucks. Although we expect these facilities to be profitable as they reach full production, these facilities generated start-up losses which are normal during the launch of new programs.

We were awarded our first ever transfer case business from a major Japanese based OEM for two vehicle programs, one of which is built in North America and the other in Japan. These important awards demonstrate our ability to introduce our four-wheel and all-wheel drive competence to new customers.

The most significant issues that affected our results in the third quarter of 2005 included:

    
    -   Unusual items: During the third quarter of 2005, we recorded certain
        unusual items, including the following: 
        -  the receipt of $26 million awarded by a court in a lawsuit
           commenced by us in 1998 in respect of defective materials
           installed by a supplier in a real estate project; and 
        -  restructuring charges totalling $14 million substantially related
           to a European facility and the Privatizations. 
    -   Commodity Prices: During the third quarter of 2005, we continued to
        pay more for raw materials, including purchased components, used in
        our production compared to the third quarter of 2004. Although a
        significant portion of our steel, resins and other components are
        covered under customer resale programs or long-term contracts,
        increased commodity prices negatively impacted our results in the
        third quarter of 2005, as compared to the third quarter of 2004 and
        we expect this trend to continue for the balance of the year. At the
        same time, scrap steel prices have decreased which has negatively
        impacted our results in the third quarter of 2005, as compared to the
        third quarter of 2004. 
    -   Pricing Pressures: Given the increasingly competitive nature of the
        industry, we faced increased price concessions in the third quarter
        of 2005 as compared to the third quarter of 2004. 
    -   Underperforming Divisions: We continue to experience inefficiencies
        and operating losses at Decoma's fascia moulding and paint facility
        in Georgia as it launches and ramps up production on new programs. In
        Europe, Decoma continues to experience increased losses associated
        with under-utilized paint capacity, performance issues and program
        launch costs. 
    -   Plant Rationalizations and Restructuring: As discussed above, during
        the third quarter of 2005 we incurred certain restructuring costs. In
        connection with the Privatizations and industry conditions, during
        2005 we have been assessing our global operating structure and
        capacity. As a result of this assessment, we are implementing a
        facility rationalization strategy that includes operating group
        restructuring and plant consolidations, sales and/or closures, and
        the associated expenses have had, and will continue to have, an
        adverse effect on our 2005 profitability.

INDUSTRY TRENDS AND RISKS

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A number of trends have had a significant impact on the global automotive industry in recent years, including:

    
    -   increased pressure by automobile manufacturers on automotive
        component suppliers to reduce their prices and bear additional costs;
    -   globalization and consolidation of the automotive industry, including
        both automobile manufacturers and automotive component suppliers;
    -   the evolving role of independent automotive component suppliers and
        their progression up the "value chain";
    -   increased outsourcing and modularization of vehicle production;
    -   increased engineering capabilities required in order to be awarded
        new business for more complex systems and modules;
    -   increased prevalence of lower volume "niche" vehicles built off
        high-volume global vehicle platforms;
    -   growth of Asian-based automobile manufacturers in North America and
        Europe;
    -   volatility of commodity costs; and
    -   growth of the automotive industry in China and other Asian countries.

The following are some of the more significant risks that could affect our ability to achieve our desired results:

    
    -   The global automotive industry is cyclical and consumer demand for
        automobiles is sensitive to changes in certain economic and political
        conditions, including interest rates, oil and energy prices and
        international conflicts (including acts of terrorism). As a result of
        these conditions, some of our customers are currently experiencing
        reduced consumer demand for their vehicles, leading to declining
        vehicle production volumes. A continued reduction in vehicle
        production volumes could have a material adverse effect on our
        profitability. 
    -   Rising healthcare, pension and other post-employment benefit costs
        are having a significant adverse effect on the profitability and
        competitiveness of certain North American based automobile
        manufacturers and automotive component suppliers. Increased raw
        material prices, including steel and resins, are also adversely
        affecting automobile manufacturers and automotive component
        suppliers. Other economic conditions, such as increased gasoline
        prices, could further threaten sales of certain models, such as
        full-sized sport utility vehicles. All of these conditions, coupled
        with a decline in market share and overall production volumes, could
        threaten the financial condition of some of our customers. Through
        our normal supply relationship, we are exposed to credit risk with
        our customers and, in the event that our customers are unable to
        satisfy their financial obligations or seek protection from their
        creditors, as in the case of MG Rover, we may incur additional
        expenses as a result of such credit exposure, which could have a
        material adverse effect on our profitability. 
    -   Although we supply parts to most of the leading automobile
        manufacturers, a significant majority of our sales are to four
        automobile manufacturers. A decline in overall production volumes by
        these customers, such as in the case of GM and Ford in recent
        quarters, could have an adverse effect on our sales and
        profitability, particularly if we are unable to further diversify our
        customer base. Moreover, while we supply parts for a wide variety of
        vehicles produced in North America and Europe, we do not supply parts
        for all vehicles produced, nor is the number or value of parts evenly
        distributed among the vehicles for which we do supply parts. Shifts
        in market share among vehicles or the early termination, loss,
        renegotiation of the terms of, or delay in the implementation of any
        significant production contract could have an adverse effect on our
        sales and profitability. 
    -   Over the last year we have experienced significant price increases
        for key commodities used in our parts production, particularly steel
        and resin. We expect steel prices will remain at elevated levels in
        2005. Approximately half of our steel is acquired through resale
        programs operated by the automobile manufacturers, which do not
        expose us to steel price increases, and the balance is acquired
        through spot, short-term and long-term contracts. However, one such
        supplier has challenged its agreements with one of our operating
        groups while steel prices were rising and, to the extent that it
        successfully continues to dispute, terminate or otherwise refuse to
        honour its contracts, our exposure to steel price increases will
        increase to the extent that steel prices remain at elevated levels.
        We also sell scrap steel, which is generated through our parts
        production process, and the revenues from these sales have reduced
        some of our exposure to steel price increases in the past. However,
        if scrap steel prices decline, while steel prices remain high, our
        ability to reduce our exposure to steel price increases will
        diminish. To the extent we are unable to fully mitigate our exposure
        to increased steel prices, or to pass on to our customers the
        additional costs associated with increased steel or resin prices,
        such additional costs could have a material adverse effect on our
        profitability. 
    -   We rely on a number of suppliers to supply us with a wide range of
        components required in connection with our business. Economic
        conditions, intense pricing pressures, increased commodity costs and
        a number of other factors have left many automotive components
        suppliers in varying degrees of financial distress. The continued
        financial distress or the insolvency or bankruptcy of one of our
        major automotive components suppliers could disrupt the supply of
        components to us from these suppliers, possibly resulting in a
        temporary disruption in the supply of products by us to our
        customers. Additionally, the financial distress or the insolvency or
        bankruptcy of a significant supplier to one of our customers could
        disrupt the supply of products to such customer, resulting in a
        reduction in production by our customer. Such a reduction in our
        customer's production could negatively impact our production,
        resulting in unrecoverable losses. Any prolonged disruption in the
        supply of critical components by our suppliers or suppliers to one of
        our customers, the inability to re-source production of a critical
        component from a financially distressed automotive components
        sub-supplier, or any temporary shut-down of one of our production
        lines or the production lines of our customers, could have a material
        adverse effect on our operations and/or profitability. Additionally,
        the insolvency, bankruptcy or financial restructuring of any of our
        critical suppliers could result in us incurring unrecoverable costs
        related to the financial work-out of such suppliers and/or increased
        exposure for product liability, warranty or recall costs relating to
        the components supplied by such suppliers to the extent such
        suppliers are not able to assume responsibility for such amounts. 
    -   Increasing price reduction pressures from our customers could reduce
        profit margins. We have entered into, and will continue to enter
        into, long-term supply arrangements with automobile manufacturers
        which provide for, among other things, price concessions over the
        supply term. To date, these concessions have been fully or partially
        offset by cost reductions arising principally from product and
        process improvements and price reductions from our suppliers.
        However, the competitive automotive industry environment in North
        America, Europe and Asia has caused these pricing pressures to
        intensify. Some of our customers have demanded, and in light of
        challenging automotive industry conditions may continue to demand,
        additional price concessions and retroactive price reductions. We may
        not be successful in offsetting all of these price concessions
        through improved operating efficiencies, reduced expenditures or
        reduced prices from our suppliers. Such concessions could have a
        material adverse effect on our profitability to the extent that they
        are not offset through cost reductions or improved operating
        efficiencies. 
    -   We continue to be pressured to absorb costs related to product
        design, engineering and tooling, as well as other items previously
        paid for directly by automobile manufacturers. In particular, some
        automobile manufacturers have requested that we pay for design,
        engineering and tooling costs that are incurred up to the start of
        production and recover these costs through amortization in the piece
        price of the applicable component. Some of these costs cannot be
        capitalized, which could adversely affect our profitability until the
        programs in respect of which they have been incurred are launched. In
        addition, since our contracts generally do not include any guaranteed
        minimum purchase requirements, if estimated production volumes are
        not achieved, these costs may not be fully recovered, which could
        have an adverse effect on our profitability. 
    -   Our customers continue to demand that we bear the cost of the repair
        and replacement of defective products which are either covered under
        their warranty or are the subject of a recall by them. If our
        products are, or are alleged to be, defective, we may be required to
        participate in a recall of those products, particularly if the actual
        or alleged defect relates to vehicle safety. Warranty provisions are
        established based on our best estimate of the amounts necessary to
        settle existing or probable claims on product default issues. Recall
        costs are costs incurred when we and/or our customers decide, either
        voluntarily or involuntarily, to recall a product due to a known or
        suspected performance issue. Costs typically include the cost of the
        product being replaced, the customer's cost of the recall and labour
        to remove and replace the defective part. We continue to experience
        increased customer pressure to assume greater warranty
        responsibility. Currently we only account for existing or probable
        claims, however, the obligation to repair or replace such products
        could have a material adverse effect on our operations and financial
        condition. 
    -   We are also subject to the risk of exposure to product liability
        claims in the event that the failure of our products results in
        bodily injury and/or property damage. We may experience material
        product liability losses in the future and may incur significant
        costs to defend such claims. Currently, we have bodily injury
        coverage under insurance policies. This coverage will continue until
        August 2006 and is subject to renewal on an annual basis. A
        successful claim against us in excess of our available insurance
        coverage could have an adverse effect on our operations and financial
        condition. 
    -   Although our financial results are reported in U.S. dollars, a
        significant portion of our sales and operating costs are realized in
        Canadian dollars, euros, British pounds and other currencies. Our
        profitability is affected by movements of the U.S. dollar against the
        Canadian dollar, the euro, the British pound and other currencies in
        which we generate revenues and incur expenses. However, as a result
        of hedging programs employed by us primarily in Canada, foreign
        currency transactions are not fully impacted by the recent movements
        in exchange rates. We record foreign currency transactions at the
        hedged rate where applicable. Despite these measures, significant
        long-term fluctuations in relative currency values, in particular a
        significant change in the relative values of the U.S. dollar,
        Canadian dollar, euro or the British pound, could have an adverse
        effect on our financial condition. 
    -   In response to the increasingly competitive automotive industry
        conditions, we may further rationalize some of our production
        facilities. Additional expenses associated with such a
        rationalization, including plant closings and relocations and
        employee severance costs, could also have an adverse effect on our
        short-term profitability. 
    -   We anticipate that our fourth quarter results will be impacted by
        losses at certain of our operating divisions in both North America
        and Europe. We are currently reviewing our long-term plans for some
        of these operating divisions. As a result, there is a risk that we
        may not be able to recover certain long-term assets at some of these
        operating divisions. Although we are currently unable to quantify any
        such amounts, any unrecoverable amount could have a material adverse
        effect on our short-term profitability. 
    -   In connection with the recent Privatizations of our former publicly
        traded subsidiaries, we expect certain functions will be reorganized
        to streamline such functions in a manner consistent with the stated
        objectives of the Privatizations. Such reorganization could involve
        additional expenses, such as office closings and relocations and
        employee severance costs, which could have an adverse effect on our
        short-term profitability. 
    -   From time to time, we may be contingently liable for contractual and
        other claims with customers, suppliers and former employees. On an
        ongoing basis, we attempt to assess the likelihood of any adverse
        judgements or outcomes to these claims, although it is difficult to
        predict final outcomes with any degree of certainty. At this time, we
        do not believe that any of the claims which we are party to will have
        a material adverse effect on our financial position, however, we
        cannot provide any assurance to this effect.

RESULTS OF OPERATIONS

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Accounting Change

Financial Instruments - Disclosure and Presentation

In 2003, the Canadian Institute of Chartered Accountants ("CICA") amended Handbook Section 3860 "Financial Instruments - Disclosure and Presentation" ("CICA 3860") to require certain obligations that may be settled with an entity's own equity instruments be reflected as a liability . The amendments require us to present our Preferred Securities and Subordinated Debentures as liabilities, with the exception of the equity value ascribed to the holders' option to convert the 6.5% Convertible Subordinated Debentures into Class A Subordinate Voting Shares, and to present the related liability carrying costs as a charge to net income. We adopted these new recommendations effective January 1, 2005 on a retroactive basis.

The impact of this accounting policy change on the consolidated balance sheet as at December 31, 2004 was as follows:

    
    Increase in other assets                                       $       2
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    Decrease in income taxes payables                              $       1
    Increase in long-term debt                                           216
    Decrease in debentures' interest obligation                           38
    Decrease in minority interest                                         68
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    Decrease in other paid-in-capital                              $      75
    Increase in retained earnings                                          2
    Decrease in currency translation adjustment                           34
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    The impact of this accounting policy change on the consolidated 
    statements of income and retained earnings was as follows: 
                                                 Three months    Nine months
                                                        ended          ended
                                                 September 30,  September 30,
                                                         2004           2004
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    Increase in interest expense                    $      10    $        29
    Decrease in income taxes                               (4)           (11)
    Decrease in minority interest                          (1)            (3)
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    Decrease in net income                                 (5)           (15)
    Decrease in financing charges on Preferred
     Securities and other paid-in-capital                   5             15
    Decrease in foreign exchange gain on
     redemption of Preferred Securities                   (18)           (18)
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    Decrease in net income available to Class A
     Subordinate Voting and Class B Shareholders    $     (18)   $       (18)
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    Reduction of earnings per Class A Subordinate
     voting or Class B Share
      Basic                                         $   (0.18)   $     (0.18)
      Diluted                                       $   (0.18)   $     (0.18)
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Comparative Period Amounts

European Average Dollar Content per Vehicle

Our reporting of European production sales and European average dollar content per vehicle has historically included sales related to our complete vehicle assembly business (see "European Complete Vehicle Assembly Sales" below). Effective with the first quarter of 2004, European production sales and European complete vehicle assembly sales have been presented separately , however, European average dollar content per vehicle continued to include both European production sales and European complete vehicle assembly sales.

Complete vehicle assembly sales are calculated as follows:

    
    -   where assembly programs are accounted for on a value-added basis,
        100% of the selling price to the OEM customer is included in complete
        vehicle assembly sales; and 
    -   where assembly programs are accounted for on a full-cost basis,
        complete vehicle assembly sales include 100% of the selling price to
        the OEM customer, less intercompany parts purchases made by our
        assembly divisions. These intercompany purchases are included in
        European production sales.

Effective with the first quarter of 2005, European average dollar content per vehicle includes only European production sales. The comparative period European average dollar content per vehicle has been restated to conform to the current period's presentation. We do not have any complete vehicle assembly sales in North America.

    
    Average Foreign Exchange 
                                For the three           For the nine
                                months ended            months ended
                                September 30,           September 30,
                               --------------          --------------
                                2005    2004  Change    2005    2004  Change
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    1 Canadian dollar equals
     U.S. dollars              0.834   0.766    + 9%   0.818   0.753    + 9%
    1 euro equals U.S. dollars 1.221   1.223      -    1.262   1.225    + 3%
    1 British pound equals
     U.S. dollars              1.788   1.816    - 2%   1.843   1.821    + 1%
    -------------------------------------------------------------------------

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 significant changes in these foreign exchange rates impacted the reported U.S. dollar amounts of our sales, expenses and income.

The results of operations whose functional currency is not the U.S. dollar are translated into U.S. dollars using the average exchange rates in the table above for the relevant period. Throughout this MD&A, reference is made to the impact of translation of these 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 denominated in foreign currencies). However, as a result of historical hedging programs employed by us, primarily in Canada, foreign currency transactions in the current period have not been fully impacted by the recent movements in exchange rates. We record foreign currency transactions at the hedged rate where applicable.

Finally, holding gains and losses on foreign currency denominated monetary items, which are recorded in selling, general and administrative expenses, impact reported results.

    
    RESULTS OF OPERATIONS - FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005
    ------------------------------------------------------------------------- 
    Sales
                                                        For the three
                                                        months ended
                                                        September 30,
                                                       --------------
                                                       2005      2004  Change
    ------------------------------------------------------------------------- 
    Vehicle Production Volumes (millions of units)
      North America                                   3.722     3.632  +  2%
      Europe                                          3.509     3.724  -  6%
    ------------------------------------------------------------------------- 
    Average Dollar Content Per Vehicle
      North America                                $    756  $    608  + 24%
      Europe                                       $    338  $    297  + 14%
    ------------------------------------------------------------------------- 
    Sales
      North American Production                    $  2,813  $  2,210  + 27%
      European Production                             1,187     1,107  +  7%
      European Complete Vehicle Assembly                879     1,098  - 20%
      Tooling, Engineering and Other                    502       369  + 36%
    -------------------------------------------------------------------------
      Total Sales                                  $  5,381  $  4,784  + 12%
    -------------------------------------------------------------------------

Total sales reached a third quarter record, increasing 12% or $597 million to $5.4 billion compared to $4.8 billion for the third quarter of 2004.

North American Production Sales

North American production sales increased 27% or $603 million to $2.8 billion for the third quarter of 2005 compared to $2.2 billion for the third quarter of 2004. This increase in production sales reflects a 24% increase in our North American average dollar content per vehicle combined with a 2% increase in North American vehicle production volumes.

Our average dollar content per vehicle grew by 24% or $148 to $756 for the third quarter of 2005 compared to $608 for the third quarter of 2004, primarily as a result of:

    
    -   the launch of new programs during or subsequent to the third quarter
        of 2004, including:
        -  the Chevrolet Cobalt and Pontiac Pursuit;
        -  the Hummer H3;
        -  the Dodge Charger;
        -  the Chevrolet HHR;
        -  the Mercedes M-Class;
        -  the Ford Mustang; and
        -  the Pontiac Torrent;
    -   the acquisition of the New Venture Gear, Inc. ("NVG") business in
        September 2004;
    -   an increase in reported U.S. dollar sales due to the strengthening of
        the Canadian dollar against the U.S. dollar; and
    -   increased production and/or content on certain programs, including
        the Chrysler minivans.
     
    These increases were partially offset by: 
    -   the impact of lower production and/or content on certain high content
        programs, including:
        -  the GMT800 platform;
        -  the Dodge Ram pickup;
        -  the Ford Expedition;
        -  the Chevrolet Canyon and GMC Colorado;
        -  the Ford Freestar and Mercury Monterey; and
        -  the Dodge Magnum;
    -   programs that ended production during or subsequent to the third
        quarter of 2004; and
    -   incremental customer price concessions.

European Production Sales

European production sales increased 7% or $80 million to $1.2 billion for the third quarter of 2005 compared to $1.1 billion for the third quarter of 2004. This increase in production sales reflects a 14% increase in our European average dollar content per vehicle, partially offset by a 6 % decline in European vehicle production volumes.

Our average dollar content per vehicle grew by 14% or $41 to $338 for the third quarter of 2005 compared to $297 for the third quarter of 2004, primarily as a result of:

    
    -   programs that launched during or subsequent to the third quarter of
        2004, including the Mercedes A-Class and B-Class;
    -   the acquisition of the European operations of NVG; and
    -   increased production on certain programs including the MINI Cooper. 
    These increases were partially offset by: 
    -   the impact of lower production volumes on certain programs, including
        the Mercedes E-Class;
    -   lower production volumes on the recently launched Audi A4 compared to
        the production volumes on the previous Audi A4 in the third quarter
        of 2004;
    -   incremental customer price concessions; and
    -   the end of production on all MG Rover programs as a result of MG
        Rover Group Limited ("MG Rover") being placed into administration
        during the second quarter of 2005 in the United Kingdom, which is
        similar to Chapter 11 bankruptcy protection in the United States (the
        "MG Rover situation").

European Complete Vehicle Assembly Sales

European complete vehicle assembly sales decreased 20% or $219 million to $879 million for the third quarter of 2005 compared to $1.1 billion for the third quarter of 2004. Our complete vehicle assembly volumes for the third quarter of 2005 and the third quarter of 2004 were as follows:

    
                                                        For the three
                                                        months ended
                                                        September 30,
                                                       --------------
    Complete Vehicle Assembly Volumes (Units)          2005      2004  Change
    ------------------------------------------------------------------------- 
    Full-Costed:
      BMW X3, Mercedes E-Class and G-Class,
       Saab 9(3) Convertible                         32,105    41,109  - 22%
    Value-Added:
      Jeep Grand Cherokee, Chrysler 300,
       Chrysler Voyager                              23,930    16,426  + 46%
    -------------------------------------------------------------------------
                                                     56,035    57,535  -  3%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

The terms of our various vehicle assembly contracts differ with respect to the ownership of components and supplies related to the assembly process and the method of determining the selling price to the OEM customer. Under certain contracts, we are acting as principal, and purchased components and systems in assembled vehicles are included in our inventory and cost of sales. These costs are reflected on a full-cost basis in the selling price of the final assembled vehicle to the OEM customer. Other contracts provide that third party components and systems are held on consignment by us, and the selling price to the OEM customer reflects a value-added assembly fee only.

Production levels of the various vehicles assembled by us have an impact on the level of our sales and profitability. In addition, the relative proportion of programs accounted for on a full-cost basis and programs accounted for on a value-added basis also impact our levels of sales and operating margin percentage, but may not necessarily affect our overall level of profitability. Assuming no change in total vehicles assembled, a relative increase in the assembly of vehicles accounted for on a full-cost basis has the effect of increasing the level of total sales and , because purchased components are included in cost of sales, profitability as a percentage of total sales is reduced. Conversely, a relative increase in the assembly of vehicles accounted for on a value-added basis has the effect of reducing the level of total sales and increasing profitability as a percentage of total sales.

The decrease in complete vehicle assembly sales is primarily the result of:

    
    -   lower assembly volumes for vehicles accounted for on a full-cost
        basis, including:
        -  the BMW X3;
        -  the Saab 9(3) Convertible; and
        -  the Mercedes G-Class; and
    -   lower assembly volumes for the Chrysler Voyager which is accounted
        for on a value-added basis. 
    These decreases were partially offset by: 
    -   increased assembly volumes for certain vehicles which are accounted
        for on a value-added basis including:
        -  the launch in June 2005 of the Chrysler 300 for distribution in
           European markets and certain other markets outside North America;
           and
        -  the launch of the Jeep Grand Cherokee in the first quarter of 2005
           which had higher volumes than the previous model in the third
           quarter of 2004; and
    -   increased assembly volumes for the Mercedes E-Class 4MATIC which is
        accounted for on a full-cost basis.

Tooling, Engineering and Other

Tooling, engineering and other sales increased 36% or $133 million to $502 million for the third quarter of 2005 compared to $369 million for the third quarter of 2004. The increase was primarily attributable to:

    
    -   tooling and engineering revenue related to programs which launched in
        2005 or for upcoming program launches including:
        -  General Motors' next generation full-size pickup and sport
           utilities platform;
        -  the Mercedes M-Class; and
        -  the next generation MINI Cooper; and
    -   an increase in reported U.S. dollar sales due to the strengthening of
        the Canadian dollar against the U.S. dollar.

Gross Margin

Gross margin increased $44 million to $702 million for the third quarter of 2005 compared to $658 million for the third quarter of 2004. Gross margin as a percentage of total sales decreased to 13.0% for the third quarter of 2005 compared to 13.8% for the third quarter of 2004.

Gross margin as a percentage of sales was negatively impacted by:

    
    -   an increase in commodity prices, combined with lower scrap steel
        prices;
    -   a decrease in production volumes for several of our high content
        programs including the GMT800 platform, and the Ford Freestar and
        Mercury Monterey;
    -   inefficiencies at certain facilities;
    -   the acquisition of the NVG business, which currently operates at
        margins that are lower than our consolidated average gross margin;
    -   incremental customer price concessions;
    -   costs incurred at new facilities in preparation for upcoming launches
        or for programs that have not fully ramped up production, including:
        -  a new frame facility in Kentucky for the recently launched Ford
           Explorer and the next generation F Series Super Duty pickup
           trucks; and
        -  a new fascia moulding and paint facility in Georgia to support the
           launch of the Mercedes M-Class and R-Class; and
    -   an increase in tooling and other sales that earn low or no margins.

Partially offsetting these decreases in gross margin as a percentage of sales were:

    
    -   the closure during 2004 of certain underperforming divisions in
        Europe;
    -   productivity improvements at certain divisions;
    -   price reductions from our suppliers; and
    -   decreased complete vehicle assembly sales for the BMW X3, which has a
        lower gross margin percentage than our consolidated average gross
        margin because the costs of this vehicle assembly contract are
        reflected on a full-cost basis in the selling price of the vehicle.

Depreciation and Amortization

Depreciation and amortization costs increased 16% or $24 million to $ 174 million for the third quarter of 2005 compared to $150 million for the third quarter of 2004. The increase in depreciation and amortization for the third quarter of 2005 was primarily due to:

    
    -   depreciation and amortization on increased assets employed in the
        business to support future growth;
    -   depreciation and amortization on assets acquired on the acquisition
        of NVG;
    -   amortization of fair value increments related to the Privatizations;
        and
    -   an increase in reported U.S. dollar depreciation and amortization due
        to the strengthening of the Canadian dollar against the U.S. dollar.

These increases were partially offset by accelerated depreciation recorded in the third quarter of 2004 on certain program-specific assets that went out of service earlier than originally planned.

Selling, General and Administrative ("SG&A")

SG&A expenses as a percentage of sales decreased to 5.3% for the third quarter of 2005 compared to 5.9% for the third quarter of 2004. SG&A expenses increased $6 million to $287 million for the third quarter of 2005 compared to $281 million for the third quarter of 2004.

The $6 million increase in SG&A expenses includes the following items:

    
    -   the receipt of $26 million during the third quarter of 2005 which was
        awarded by a court in a lawsuit commenced by us in 1998 in respect of
        defective materials installed by a supplier in a real estate project;
    -   restructuring charges totalling $14 million substantially related to
        a European facility and the Privatizations; and
    -   a $2 million loss recorded in the third quarter of 2004 on the sale
        of a facility in Europe.

Excluding these items, the remaining $20 million increase in SG&A expenses is primarily a result of:

    
    -   increased SG&A spending as a result of the acquisition of NVG;
    -   an increase in reported U.S. dollar expenses due to the strengthening
        of the Canadian dollar against the U.S. dollar; and
    -   higher infrastructure costs to support upcoming launches.

Interest Expense

Interest expense decreased $3 million to $2 million for the third quarter of 2005 compared to $5 million for the third quarter of 2004, primarily as a result of:

    
    -   a reduction of interest expense related to the Preferred Securities
        which were redeemed for cash in the third quarter of 2004; and
    -   a reduction in outstanding long-term debt as a result of the
        repayments of government debt and other long term debt during 2004
        and 2005. 
    These reductions were partially offset by: 
    -   an increase in interest expense that has been accreted on the senior
        unsecured zero-coupon notes that were issued in connection with the
        acquisition of NVG; and
    -   lower interest income earned as a result of lower average cash
        balances during the third quarter of 2005 compared to the third
        quarter of 2004.

Operating Income

Operating income increased 8% or $17 million to $240 million for the third quarter of 2005 compared to $223 million for the third quarter of 2004. The discussion above provides an analysis of the $17 million increase in our operating income. In particular, on a comparable basis, our operating income was positively impacted by:

    
    -   the receipt of $26 million during the third quarter of 2005 which was
        awarded by a court in a lawsuit commenced by us in 1998 in respect of
        defective materials installed by a supplier in a real estate project;
    -   programs that launched during or subsequent to the third quarter of
        2004;
    -   the acquisition of the NVG business;
    -   improved operations at certain facilities;
    -   accelerated depreciation recorded in the third quarter of 2004 on
        certain program-specific assets that went out of service earlier than
        originally planned;
    -   a loss recorded during the third quarter of 2004 on the sale of a
        facility in Europe;
    -   productivity improvements at certain facilities;
    -   price reductions from our suppliers; and
    -   the disposal of our Anotech facility during the first quarter of 2005
        which improved our results as this division incurred operating losses
        during the third quarter of 2004. 
    Partially offsetting these increases was the negative impact of: 
    -   increased commodity prices;
    -   incremental price concessions;
    -   restructuring charges totalling $14 million substantially related to
        a European facility and the Privatizations;
    -   increased depreciation and amortization as a result of the
        Privatizations and the acquisition of NVG; and
    -   operating inefficiencies at certain facilities.

Income Taxes

Our effective income tax rate on operating income (excluding equity income) decreased to 33.9% for the third quarter of 2005 from 36.0% for the third quarter of 2004. The decrease in the effective income tax rate is primarily the result of a decrease in income tax rates in Austria and Mexico and a reduction in losses not benefited, partially offset by a change in mix of earnings whereby proportionately more operating income (excluding equity income) was earned in jurisdictions with higher tax rates.

Minority Interest

Minority interest expense decreased $11 million because no minority interest expense was recorded in the third quarter of 2005 as a result of the Privatizations.

Net Income

Net income increased 20% or $27 million to $159 million for the third quarter of 2005 compared to $132 million for the third quarter of 2004. The increase in net income is a result of the $17 million increase in operating income combined with the $11 million decrease in minority interest, partially offset by the $1 million increase in income taxes (see above).

    
    Earnings per Share
                                                        For the three
                                                        months ended
                                                        September 30,
                                                       --------------
                                                       2005      2004  Change
    ------------------------------------------------------------------------- 
    Earnings per Class A Subordinate Voting
     or Class B Share:
      Basic                                        $   1.47  $   1.37  +  7%
      Diluted                                      $   1.44  $   1.37  +  5%
    ------------------------------------------------------------------------- 
    Average number of Class A Subordinate Voting
     and Class B Shares outstanding (millions):
      Basic                                           108.4      96.8  + 12%
      Diluted                                         111.2      97.4  + 14%
    -------------------------------------------------------------------------

Diluted earnings per share increased 5% or $0.07 to $1.44 for the third quarter of 2005 compared to $1.37 for the third quarter of 2004. Included in the $0.07 increase in diluted earnings per share is the net increase in diluted earnings per share of $0.10 related to the following items in the third quarters of 2005 and 2004:

    
    -   the receipt of $26 million during the third quarter of 2005 which was
        awarded by a court in a lawsuit commenced by us in 1998 in respect of
        defective materials installed by a supplier in a real estate project;
    -   restructuring charges recorded in the third quarter of 2005
        substantially related to a facility in Europe and the Privatizations;
    -   accelerated depreciation on certain program-specific assets recorded
        in the third quarter of 2004; and
    -   a loss recorded in the third quarter of 2004 on the sale of a
        facility in Europe.

Excluding these items, diluted earnings per share decreased $0.03 from the third quarter of 2004 as a result of an increase in the weighted average number of diluted shares outstanding during the quarter, partially offset by the increase in net income (excluding the above items).

The increase in the weighted average number of diluted shares outstanding was a result of:

    
    -   approximately 11.9 million additional shares that were included in
        the weighted average number of shares outstanding as a result of the
        Privatizations;
    -   approximately 1.1 million additional shares that are issuable as a
        result of assuming Decoma's obligation for its 6.5% Convertible
        Subordinated Debentures;
    -   0.3 million additional shares that were issued on the exercise of
        stock options during the third quarter of 2004 and the first nine
        months of 2005; and
    -   an increase in the number of options outstanding as a result of
        assuming the Tesma, Decoma and Intier stock options.

This increase in the weighted average number of shares outstanding was partially offset by a lower average trading price for our Class A Subordinate Voting Shares, which results in fewer options becoming dilutive.

Return on Funds Employed

An important financial ratio that we use across all of our operating units to measure return on investment is return on funds employed ("ROFE")(1).

ROFE for the third quarter of 2005 was 14.9%, a decline from 18.6% for the third quarter of 2004. In the third quarters of 2005 and 2004, we had the following items that accounted for a net 1.3% increase in our ROFE:

    
    -   the receipt of $26 million during the third quarter of 2005 which was
        awarded by a court in a lawsuit commenced by us in 1998 in respect of
        defective materials installed by a supplier in a real estate project;
    -   restructuring charges recorded in the third quarter of 2005
        substantially related to a facility in Europe and the Privatizations;
    -   accelerated depreciation on certain program specific assets recorded
        in the third quarter of 2004; and
    -   a loss recorded in the third quarter of 2004 on the sale of a
        facility in Europe.

Excluding these items, the remaining 5.0% decrease in ROFE can be attributed to a decrease in our EBIT(2) (excluding unusual items) combined with an increase in our average funds employed(3) for the third quarter of 2005 compared to the third quarter of 2004. The increase in our average funds employed was primarily a result of:

    
    -   the acquisition of the NVG business;
    -   the Privatizations, which added approximately $600 million of funds
        employed;
    -   an increase in our average investment in non-cash operating assets
        and liabilities as discussed below in the "Cash Flow from Operations"
        section; and
    -   increased funds employed for new facilities associated with new or
        upcoming launches.
    
    SEGMENTS
    ------------------------------------------------------------------------- 
                                              For the three months
                                               ended September 30,
                                  -------------------------------------------
                                            2005                  2004
                                  --------------------- ---------------------
                                      Total                 Total
                                      sales       EBIT      sales       EBIT
    ------------------------------------------------------------------------- 
    Decoma                         $    765   $      5   $    639   $     12
    Intier                            1,308         26      1,278         41
    Tesma                               363         25        322         20
    Magna Steyr                       1,554         60      1,432         51
    Other Automotive Operations       1,442         86      1,153         76
    Corporate and Other (i)             (51)        40        (40)        28
    -------------------------------------------------------------------------
                                   $  5,381   $    242   $  4,784   $    228
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (i) Included in Corporate and Other are intercompany fee revenue, and
        intercompany sales eliminations. 

    The sales amounts in the following discussion are before intersegment 
    eliminations. 
    -------------------------------------------------------------------------
    (1) ROFE is defined as EBIT(2) divided by the average funds employed(3)
        for the period.
    (2) EBIT is defined as operating income as presented on our unaudited
        interim consolidated financial statements before net interest
        expense.
    (3) Funds employed is defined as long term assets, excluding future tax
        assets plus non-cash operating assets and liabilities(4).
    (4) Non-cash operating assets and liabilities are defined as the sum of
        accounts receivable, inventory, income taxes recoverable and prepaid
        assets less the sum of accounts payable, accrued salaries and wages,
        other accrued liabilities, income taxes payable and deferred
        revenues.

Decoma

Sales

Decoma's sales increased by 20% or $126 million to $765 million for the third quarter of 2005 from $639 million for the third quarter of 2004. The increase in sales is primarily the result of an increase in Decoma's North American and European average dollar content per vehicle and an increase in Decoma's tooling, engineering and other sales, combined with a 2% increase in North American vehicle production volumes, partially offset by a 6% decline in European vehicle production volumes.

In North America, the increase in Decoma's average dollar content per vehicle was primarily attributable to:

    
    -   an increase in reported U.S. dollar sales due to the strengthening of
        the Canadian dollar against the U.S. dollar; and
    -   increased production and/or content on several programs, related
        principally to the launch of new programs during or subsequent to the
        third quarter of 2004 including:
        -   the Mercedes M-Class;
        -   the Chrysler 300/300C, Dodge Magnum and Charger;
        -   the Cadillac DTS;
        -   the Chevrolet Equinox, Cobalt and Impala;
        -   the Pontiac Pursuit; and
        -   the Jeep Grand Cherokee.

These increases were partially offset by incremental customer price concessions.

In Europe, the increase in Decoma's average dollar content per vehicle was primarily attributable to:

    
    -   increased production and/or content on several programs, related
        principally to the launch of new programs during or subsequent to the
        third quarter of 2004 including:
        -  the launch of the fascia and front end module for the Mercedes
           A-Class and B-Class;
        -  the ramp up of the fascia and front end module for the Volkswagen
           City Car; and
        -  the launch of various Porsche, Audi and other Mercedes programs.

These increases were partially offset by incremental customer price concessions and the end of production on all MG Rover programs as a result of the MG Rover situation.

EBIT

Decoma's EBIT decreased 58% or $7 million to $5 million for the third quarter of 2005 compared to $12 million for the third quarter of 2004. This decrease is primarily attributable to:

    
    -   operating losses at Decoma's fascia moulding and paint facility in
        Georgia as it launches and ramps up production on new programs;
    -   inefficiencies at facilities in Europe, including increased losses
        associated with under-utilized paint capacity, performance issues and
        program launch costs;
    -   incremental customer price concessions; and
    -   increased raw material costs. 
    These decreases were partially offset by: 
    -   operational improvements realized at certain facilities;
    -   price reductions from our suppliers;
    -   the disposal of Decoma's Anotech facility during the first quarter of
        2005 which improved results as this division incurred operating
        losses during the third quarter of 2004; and
    -   contributions from new launches.

Intier

Sales

Intier's sales increased by 2% or $30 million to $1.31 billion for the third quarter of 2005 compared to $1.28 billion for the third quarter of 2004. The increase in sales is primarily the result of an increase in Intier's North American and European average dollar content per vehicle combined with a 2% increase in North American vehicle production volumes, partially offset by a 6% decline in European vehicle production volumes.

In North America, the increase in Intier's average dollar content per vehicle was primarily attributable to:

    
    -   an increase in reported U.S. dollar sales due to the strengthening of
        the Canadian dollar against the U.S dollar;
    -   the launch of new programs during or subsequent to the third quarter
        of 2004, including:
           -  the complete interior, excluding seats, for the Hummer H3;
           -  the complete seats for the Chevrolet Cobalt and the Pontiac
              Pursuit; and
           -  the complete seats, headliner, instrument panel, front console
              and latches for the Pontiac Torrent; and
    -   increased production and/or content on certain programs including:
           -  the second and third row stow-in-floor seats for Chrysler
              minivans;
           -  the complete seats for the Chrysler Pacifica; and
           -  the side door latches for the Ford Freestyle. 
    These increases were partially offset by: 
    -   incremental customer price concessions;
    -   lower volumes on certain high content programs including:
           -  the Ford Freestar and Mercury Monterey;
           -  the Ford Expedition;
           -  the Ford Explorer and Mercury Mountaineer; and
           -  the GMT800 platform; and
    -   reduced content for the Dodge Ram pickup. 
    In Europe, the increase in Intier's average dollar content per vehicle 
    was primarily attributable to: 
    -   the launch of new programs during or subsequent to the third quarter
        of 2004 including:
           -  a side door latch for the Seat Altea and Volkswagen Passat; and
           -  the floorspace for the Mercedes S-Class; and
    -   increased volume on a number of programs including a modular side
        door latch for a number of Audi programs. 
    These increases were partially offset by: 
    -   incremental customer price concessions;
    -   lower volumes on certain programs including the Audi A6 and the
        Mercedes E-Class; and
    -   the end of production on all MG Rover programs as a result of the
        MG Rover situation.

EBIT

Intier's EBIT decreased by 37% or $15 million to $26 million for the third quarter of 2005 compared to $41 million for the third quarter of 2004 . The decrease is primarily a result of:

    
    -   reduced operating margin resulting from lower vehicle volumes on
        certain of Intier's high content programs;
    -   reduced operating margin resulting from reduced content on the Dodge
        Ram pickup;
    -   increased raw material prices, including purchased components,
        partially offset by price reductions from certain suppliers;
    -   incremental customer price concessions;
    -   operating inefficiencies at certain facilities;
    -   costs incurred to support future launches; and
    -   costs incurred in Asia on new joint-venture facilities. 
    These decreases in EBIT were partially offset by: 
    -   additional gross margin earned on sales from new product launches and
        increased volumes on certain programs;
    -   an increase in reported U.S. dollar EBIT due to the strengthening of
        the Canadian dollar against the U.S. dollar;
    -   a $2 million loss recorded in the third quarter of 2004 on the sale
        of a facility in Europe; and
    -   operational improvements at certain facilities.

Tesma

Sales

Tesma's sales increased by 13% or $41 million to $363 million for the third quarter of 2005 compared to $322 million for the third quarter of 2004. The increase in sales is primarily the result of an increase in Tesma's North American and European average dollar content per vehicle, combined with a 2% increase in North America vehicle production volumes, partially offset by a 6% decline in European vehicle production volumes.

In North America, Tesma's average dollar content per vehicle increased over the prior year, as a result of an increase in reported U.S. dollar sales due to the strengthening of the Canadian dollar against the U.S. dollar and increased production and/or content on certain programs including:

    
    -   the launch of assemblies including oil pans, flexplates and an
        integrated front cover with water pump for General Motors' 3.9L
        engine program;
    -   General Motors' Line 4, 5 and 6 engines, which are installed into
        mid-size sport utility vehicles ("SUVs") and mid-size pick-up trucks;
    -   water pump modules, flexplates and tensioner assemblies for the 5.7L
        Hemi engine for the Dodge Durango, Chrysler 300/300C and Dodge
        Magnum;
    -   various stamped components included in 6-speed and continuously
        variable transmission applications for Ford; and
    -   engine front cover and water pump modules for Hyundai's high volume
        Lambda V6 engine program.

Partially offsetting these sales were incremental customer price concessions and lower production volumes on certain programs at General Motors and Ford including:

    
    -   the General Motors GEN IV engine, and 4L60E and LCT 1000
        transmissions, which are installed in General Motors' larger pickup
        trucks and SUVs;
    -   the General Motors L850/LE5 engine program used in smaller compact
        cars and SUVs; and
    -   the Ford Modular V8 engine which is used in Ford's high volume pickup
        trucks and larger cars. 
    In Europe, Tesma's average dollar content per vehicle increased as a 
    result of: 
    -   the launch of stainless steel fuel tank assemblies for
        DaimlerChrysler's W221/211 vehicle platforms;
    -   increased volumes and content for stainless steel fuel tank
        assemblies for Audi's D3 platform;
    -   higher shipments of fuel filler pipes for Ford's high volume Focus
        program; and
    -   volume increases and new launches of water pumps for Fiat.

EBIT

Tesma's EBIT increased 25% or $5 million to $25 million for the third quarter of 2005 compared to $20 million for the third quarter of 2004. The increase in EBIT was largely a result of:

    
    -   decreased year-over-year material costs driven by lower steel
        surcharge levels and price reductions from certain suppliers;
    -   higher operating margin earned as a result of higher sales levels;
        and
    -   operational improvements at certain underperforming facilities in
        North America.

These increases were partially offset by incremental customer price concessions.

Magna Steyr

Sales

Magna Steyr's sales increased by 9% or $122 million to $1.6 billion for the third quarter of 2005 compared to $1.4 billion for the third quarter of 2004. The increase in sales was a result of:

    
    -   the acquisition of the NVG business;
    -   an increase in transfer case sales for the Land Rover Discovery and
        BMW 3-Series and 5-Series;
    -   increased assembly volumes for certain vehicles which are accounted
        for on a value-added basis including:
           -  the launch in June 2005 of the Chrysler 300 for distribution in
              European markets and certain other markets outside North
              America; and
           -  the launch of the Jeep Grand Cherokee in the first quarter of
              2005 which had higher volumes than the previous model in the
              third quarter of 2004; and
    -   increased assembly volumes for the Mercedes E-Class 4MATIC which is
        accounted for on a full-cost basis.

These increases were partially offset by:

- lower complete vehicle assembly volumes for vehicles accounted for on

a full-cost basis, including:

- the BMW X3;

- the Saab 9(3) Convertible; and

- the Mercedes G-Class;

- lower complete vehicle assembly volumes for the Chrysler Voyager

which is accounted for on a value-added basis; and

- lower volumes for the BMW X3 for which we have production content in

addition to the assembly contract.

For further information: Louis Tonelli, Vice-President, Investor Relations at +1(905)-726-7035