SecProbe.io

May 2, 2014

Via E -mail
Vincent J. Galifi
Executive Vice -President and Chief Financial Officer
Magna International Inc.
337 Magna Drive
Aurora, Canada L4G 7K1

Re: Magna International Inc.
 Form 40-F for Fiscal Year Ended December 31, 2013
Filed March 28, 2014
File No. 001-11444 , and
Form 6 -K
Filed March 28, 2014
File No. 001 -11444

Dear Mr. Galifi :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please r espond to this letter within ten business days by providing any  reque sted
information.   If you do not believe our comments apply to your facts and  circumstances, please
tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 6 -K

Exhibit 99.1

Notes to the Consolidated Financial Statements, page 40

Note 10.  Goodwill, page 51

1. We note that during the fourth quarter of 2013, you reorganized your reporting structure
in a manner that changed the composition of your reporting units for goodwill for the
former Rest of World reporting segment, which previou sly included Asia.  Please tell us
the reporting units for goodwill within the Rest of World reporting segment prior to the
separation of Asia in the fourth quarter of 2013 and the relationship of those reporting

Vincent J. Galifi
Magna International  Inc.
May 2, 2014
Page 2

 units to the then operating segment(s).  Pl ease also tell us the timing of the $22 million
impairment loss and tell us and revise to disclose a description of the facts and
circumstances leading to the impairment and the method of determining the fair value of
the then reporting unit.  Refer to ASC  350-20-50-2.  Please also tell us the method of
determining the relative fair values of the reporting units upon separation of Asia from
the Rest of World reporting segment.

Note 23.  Segmented Information, page 70

2. Please tell us the factors that lead you to change the structure of your organization in a
manner that caused the composition of your reporting segments to change.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fil ing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Stephen Kim  at 202-551-3291 if you have questions .  You may also
contact me at 202-551-3380 .

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief