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<SEC-DOCUMENT>0000749098-07-000005.txt : 20070228
<SEC-HEADER>0000749098-07-000005.hdr.sgml : 20070228
<ACCEPTANCE-DATETIME>20070228120401
ACCESSION NUMBER:		0000749098-07-000005
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20061231
FILED AS OF DATE:		20070228
DATE AS OF CHANGE:		20070228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MAGNA INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000749098
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLE PARTS & ACCESSORIES [3714]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11444
		FILM NUMBER:		07656084

	BUSINESS ADDRESS:	
		STREET 1:		337 MAGNA DRIVE
		STREET 2:		N/A
		CITY:			AURORA, ONTARIO, CAN
		STATE:			A6
		ZIP:			L4G 7K1
		BUSINESS PHONE:		9057262462

	MAIL ADDRESS:	
		STREET 1:		337 MAGNA DRIVE
		STREET 2:		N/A
		CITY:			AURORA, ONTARIO, CAN
		STATE:			A6
		ZIP:			L4G 7K1
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>feb28_2007-6k.txt
<DESCRIPTION>FORM 6-K
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of    February 2007
Commission File Number    0-13942

MAGNA INTERNATIONAL INC.

(Exact Name of Registrant as specified in its Charter)
337 Magna Drive, Aurora, Ontario, Canada L4G 7K1

(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.         Form 20-F ?         Form 40-F ?
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______
Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of
a Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______
Note:  Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the juris-
diction in which the registrant is incorporated, domiciled or legally organized
(the registrant's "home country"), or under the rules of the home country
exchange on which the registrant's securities are traded, as long as the report
or other document is not a press release, is not required to be and has not
been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or
other Commission filing on EDGAR.
Indicate by check mark whether the registrant, by furnishing the information
contained in this Form, is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.                                        Yes ?                    No ?
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-_______

SIGNATURES

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





Date:  February 28, 2007
MAGNA INTERNATIONAL INC.
(Registrant)


By:  __________/s/Bassem A. Shakeel___________
            Bassem A. Shakeel
            Senior Legal Counsel & Assistant Secretary



EXHIBITS

Exhibit 99

Material Change Report of the Registrant dated February 28, 2007 with respect to
a press release issued on February 27, 2007, copy of which is attached to this
report.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>feb28_2007ex99-1matlchg.txt
<DESCRIPTION>MATERIAL CHANGE REPORT
<TEXT>
FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

The reporting issuer is Magna International Inc. (the "Corporation" or "Magna"),
 a corporation existing under the laws of the Province of Ontario and having
its registered office at 337 Magna Drive, Aurora, Ontario, Canada L4G 7K1.

2. Date of Material Change

The material change occurred at on February 27, 2007.

3. Press Release

On Tuesday, February 27, 2007 at approximately 6:00 a.m. (Toronto time), a
press release describing the material change was issued by the Corporation and
delivered to the Ontario Securities Commission and the other Canadian
securities regulatory authorities, to the TSX, to the NYSE and to Canada
NewsWire for publication and dissemination through its North American
Disclosure and European Financial Capitals Plus networks. A copy of the press
release is attached.

4. Summary of Material Change

On February 27, 2007, the Corporation announced its financial results for the
three months and year ended December 31, 2006. The Corporation's Board of
Directors also declared a quarterly dividend in the amount of US$0.19 per
Class A Subordinate Voting Share and Class B Share, payable on March 23, 2007
to shareholders of record on March 13, 2007. The dividend amount represents a
reduction of US$0.19 per share from the US$0.38 paid as a dividend for the prior
eleven quarters and is the first dividend reduction since 1992.

5. Full Description of Material Change

On February 27, 2007, the Corporation announced its unaudited interim
consolidated financial results for the three months and year ended December 31,
2006. For the year ended December 31, 2006, operating income declined to $792
million from $942 million, net income declined to $528 million from $639
million and diluted earnings per share declined to $4.78 from $5.90, in each
case for 2006 as compared to 2005.

The Corporation's Board of Directors also declared a quarterly dividend in the
amount of US$0.19 per Class A Subordinate Voting Share and Class B Share,
payable on March 23, 2007 to shareholders of record on March 13, 2007. The
dividend amount represents a reduction of US$0.19 per share from the
US$0.38 paid as a dividend for the prior eleven quarters and is the first
dividend reduction since 1992.  The decision to adjust the quarterly dividend
reflects the impact of difficult industry conditions on the Corporation's 2006
financial results and the Corporation's intention to review all uses of cash
with an eye to maintaining the Corporation's financial position in light of
continuing industry challenges.

6. Reliance on Section 7.1(2) or (3) of NI 51-102

This report is not being filed on a confidential basis.


7. Omitted Information

Not applicable.

8. Executive Officer

For further information, please contact J. Brian Colburn, Executive Vice-
President, Special Projects and Secretary of the Corporation at 905-726-7022.


DATED at Aurora, Ontario the 28th day of February, 2007.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>feb28_2007ex99-2pressrelease.txt
<DESCRIPTION>PRESS RELEASE ATTACHED TO MATERIAL CHANGE REPORT
<TEXT>
Magna International Inc.
337 Magna Drive
Aurora, ON Canada L4G 7K1

Magna International Inc. (TSX: MG.A, MG.B; NYSE: MGA) today reported financial
results for the fourth quarter and year ended December 31, 2006.

    <<
    -------------------------------------------------------------------------
                                THREE MONTHS ENDED             YEAR ENDED
                                    DECEMBER 31,              DECEMBER 31,
                           ------------------------  ------------------------
                                 2006         2005         2006         2005
                           -----------  -----------  -----------  -----------
    Sales                  $    6,368   $    5,854   $   24,180   $   22,811

    Operating income       $       42   $      125   $      792   $      942

    Net income             $       29   $       83   $      528   $      639

    Diluted earnings
     per share             $     0.26   $     0.75   $     4.78   $     5.90

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

    YEAR ENDED DECEMBER 31, 2006

    We posted sales of $24.2 billion for 2006, an increase of 6% over 2005.
This higher sales level was achieved as a result of increases in our North
American, European and Rest of World production sales, our complete vehicle
assembly sales, and our tooling, engineering and other sales.
    During 2006, North American and European average dollar content per
vehicle increased 6% and 14% respectively, over 2005. During 2006, North
American and European vehicle production declined 2% and 3% respectively,
compared to 2005.
    Complete vehicle assembly sales increased 7% to $4.4 billion for 2006
compared to $4.1 billion for 2005 and complete vehicle assembly volumes
increased 8% to approximately 248,000 units.
    Our operating income was $792 million for 2006 compared to $942 million
for 2005, and we earned net income for 2006 of $528 million compared to
$639 million for 2005. Diluted earnings per share were $4.78 for 2006 compared
to $5.90 for 2005.
    During 2006, we generated cash from operations before changes in non cash
operating assets and liabilities of $1.44 billion, and generated $157 million
from non cash operating assets and liabilities. Total investment activities
for 2006 were $1.18 billion, including $793 million in fixed asset additions,
$284 million to purchase subsidiaries, and a $99 million increase in
investments and other assets.

    THREE MONTHS ENDED DECEMBER 31, 2006
    ------------------------------------

    We posted sales of $6.4 billion for the fourth quarter ended December 31,
2006, an increase of 9% over the fourth quarter of 2005. This higher sales
level was achieved as a result of increases in our European and Rest of World
production sales, complete vehicle assembly sales, and tooling, engineering
and other sales, offset in part by a reduction in our North American
production sales.
    During the fourth quarter of 2006, North American and European average
dollar content per vehicle increased 5% and 24% respectively, over the
comparable quarter in 2005. During the fourth quarter of 2006, North American
and European vehicle production declined 8% and 2% respectively, compared to
the fourth quarter of 2005.
    Complete vehicle assembly sales increased 19% to $1.25 billion for the
fourth quarter of 2006 compared to $1.05 billion for the fourth quarter of
2005 while complete vehicle assembly volumes were essentially unchanged.
    Our operating income was $42 million for the three months ended
December 31, 2006 compared to $125 million for the three months ended
December 31, 2005, and we earned net income for the fourth quarter of 2006 of
$29 million compared to $83 million for the fourth quarter of 2005. Diluted
earnings per share were $0.26 for the fourth quarter of 2006 compared to $0.75
for the fourth quarter of 2005.
    During the three months ended December 31, 2006, we generated cash from
operations before changes in non cash operating assets and liabilities of
$324 million, and generated $474 million from non cash operating assets and
liabilities. Total investment activities for the fourth quarter of 2006 were
$320 million, including $249 million in fixed asset additions, $30 million to
purchase subsidiaries, and a $41 million increase in investments and other
assets.

    IMPAIRMENT CHARGES, RESTRUCTURING CHARGES AND OTHER CHARGES AND GAINS
    ---------------------------------------------------------------------

    During the years ended December 31, 2006 and 2005, we recorded a number
of unusual items, including impairment charges associated with long-lived
assets and goodwill, restructuring charges associated with our assessment of
our global operating structure and capacity, and other charges and gains.
    For the years ended December 31, 2006 and 2005, the aggregate net charge
before income taxes and minority interest for unusual items totalled
$148 million and $145 million, respectively. On a per share basis, the
aggregate net charge for unusual items was $1.04 and $1.05 in 2006 and 2005,
respectively.
    For the fourth quarters of 2006 and 2005, the aggregate net charge before
income taxes for unusual items was $91 million and $157 million, respectively.
On a per share basis, the aggregate net charge for unusual items was $0.73 and
$1.07 in the fourth quarters of 2006 and 2005, respectively.
    A more detailed discussion of our consolidated financial results for the
fourth quarter and year ended December 31, 2006 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.

    DIVIDEND
    --------

    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 December 31, 2006. The dividend of U.S. $0.19 per
share is payable on March 23, 2007 to shareholders of record on March 13,
2007.
    Vince Galifi, our Executive Vice President and Chief Financial Officer,
said: "The difficult automotive environment during 2006, particularly in North
America, took its toll on our 2006 financial results. We believe it is prudent
to review all uses of cash with an eye to maintaining our strong financial
position in light of continuing industry challenges. Our Board's decision to
adjust our dividend as a result of our reduction in profitability reflects
this view."

    UPDATED 2007 OUTLOOK
    --------------------

    For the full year 2007, we expect consolidated sales to be between
$22.9 billion and $24.2 billion, based on full year 2007 light vehicle
production volumes of approximately 15.4 million units in North America and
approximately 15.5 million units in Europe. Full year 2007 average dollar
content per vehicle is expected to be between $770 and $800 in North America
and between $375 and $400 in Europe. We expect full year 2007 complete vehicle
assembly sales to be between $3.5 billion and $3.8 billion.
    In addition, we expect that full year 2007 spending for fixed assets will
be in the range of $800 million to $850 million.
    In our 2007 outlook we have assumed no significant acquisitions or
divestitures, and no significant labour disruptions in our principal markets.
In addition, we have assumed that foreign exchange rates for the most common
currencies in which we conduct business relative to our U.S. dollar reporting
currency will approximate current rates as of today's date.
    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, primarily for sale to
original equipment manufacturers of cars and light trucks in North America,
Europe, Asia, South America and Africa. Our capabilities include the design,
engineering, testing and manufacture of automotive interior systems, seating
systems, closure systems; metal body and structural systems; vision and
engineered glass systems; plastic body, lighting and exterior trim systems,
various powertrain and drivetrain systems; retractable hard top and soft top
roof systems; as well as complete vehicle engineering and assembly.
    We have approximately 83,000 employees in 229 manufacturing operations
and 62 product development and engineering centres in 23 countries.

    -------------------------------------------------------------------------
    We will hold a conference call for interested analysts and shareholders
    to discuss our fourth quarter results on Tuesday, February 27, 2007 at
    8:30 a.m. EST. 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 1 800 377 5794. The number for overseas callers is 1 416
    620 2415. 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 further information, please contact Louis Tonelli, Vice-President,
    Investor Relations at 905-726 7035.

    For teleconferencing questions, please call 905-726 7103.
    -------------------------------------------------------------------------

    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. These risks, assumptions and uncertainties
include, but are not limited to, the impact of: declining production volumes
and changes in consumer demand for vehicles; a reduction in the production
volumes of certain vehicles, such as certain light trucks; our ability to
offset increases in the cost of commodities, such as steel and resins, as well
as energy prices; fluctuations in relative currency values; our ability to
offset price concessions demanded by our customers; our dependence on
outsourcing by our customers; our ability to compete with suppliers with
operations in low cost countries; 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; the
financial distress of some of our suppliers and customers; the inability of
our customers to meet their financial obligations to us; our ability to fully
recover pre-production expenses; warranty and recall costs; the termination by
our customers of any material contracts; product liability claims in excess of
our insurance coverage; expenses related to the restructuring and
rationalization of some of our operations; impairment charges; our ability to
successfully identify, complete and integrate acquisitions; risks associated
with new program launches; legal claims against us; risks of conducting
business in foreign countries; unionization activities at our facilities; 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 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.

    -------------------------------------------------------------------------
    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.
    -------------------------------------------------------------------------
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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