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November 6, 2023
Ignacio Madridejos
Chief Executive Officer
Ferrovial SE
Kingsfordweg 151
1043 GR Amsterdam
The Netherlands
Re:Ferrovial SE
Draft Registration Statement on Form 20-F
Submitted October 10, 2023
CIK No. 0001468522
Dear Ignacio Madridejos:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form 20-F submitted October 10, 2023
Item 3.D Risk Factors, page 2
1.Please clarify whether your directors and officers reside outside of the United States. In
addition, please consider adding risk factor disclosure addressing the difficulty that
investors may have in effecting service of process within the United States and enforcing
United States federal securities laws and judgments obtained in the United States.
3.D.1.24 Risks relating to the Energy Infrastructure and Mobility Business, page 22
2.We note that your Energy Infrastructure and Mobility business line provides services to
the Chilean mining industry. Please consider including a risk factor addressing any
material risks associated with those services.

 FirstName LastNameIgnacio Madridejos
 Comapany NameFerrovial SE
 November 6, 2023 Page 2
 FirstName LastName
Ignacio Madridejos
Ferrovial SE
November 6, 2023
Page 2
Item 5. Operating and Financial Review and Prospects
5 A.6 Results of Operations, page 100
3.We note your disclosure on page 95 that your Construction Business Division has been
affected by the Ukraine conflict due to its effects on the increase in the costs of materials,
energy costs and employee salaries, as well as delayed or reduced supply of certain
materials. We understand that you have developed an action plan to mitigate the potential
negative impact to your business. Please revise to quantify, if possible, any material
impact of these disruptions to your business or results of operations.
5.A.8 Non-IFRS Measures: Operational Results, page 117
4.We note you have presented the non-IFRS performance measures EBIT and EBITDA.
These measures appear to have adjustments beyond Net profit/(loss) before interest, taxes,
depreciation and amortization. To the extent your measures contain any adjustments from
Net profit/(loss) for items other than interest, taxes, depreciation and amortization, please
revise the names of those measures to distinguish them from EBIT and EBITDA. Please
also ensure this change is made for the measures like-for-like EBIT and EBITDA as
well. Please refer to question 103.01 of the C&DI on Non-GAAP Financial Measures.
5.We note that you have reconciled EBIT and EBITDA to Operating profit/(loss). Please
revise your reconciliations to reconcile these measures to Net profit/(loss) as EBIT and
EBITDA make adjustments for items that are not included in operating profit/(loss).
Please also ensure this change is made to the like-for-like EBIT and EBITDA
reconciliations as well. Please refer to question 103.02 of the C&DI on Non-GAAP
Financial Measures.
6.We refer you to your tables on pages 126 through 129, specifically, we refer you to
the column that contains each income statement item presented on a basis before fair
value adjustments. Please tell us how your disclosure does not result in your presentation
of a non-IFRS measure with greater prominence than the related IFRS measure. Please
refer to questions 102.10(a) and 102.10(c) of the C&DI on Non-GAAP Financial
Measures.
5.B.6.2 Consolidated Cash Flows, Excluding Infrastructure Projects and from Infrastructure
Projects, page 136
7.We refer you to your tables on page 137. Please address the following:
•Please revise your filing to describe the nature of the items in the adjustments
columns.
•Please tell us if such adjustments result in the presentation of measures that are non-
IFRS measures and how you made that determination.
•To the extent these adjustments result in the presentation of non-IFRS measures,
please clearly label these as non-IFRS measures and include the applicable
disclosures required by Item 10(e) of Regulation S-K.

 FirstName LastNameIgnacio Madridejos
 Comapany NameFerrovial SE
 November 6, 2023 Page 3
 FirstName LastNameIgnacio Madridejos
Ferrovial SE
November 6, 2023
Page 3
8.We refer you to your tables on pages 137-139, specifically your presentation of the
columns labeled consolidated cash flows. Please address the following:
•Please tell us if the columns for consolidated cash flows is the presentation of
measures that are non-IFRS measures and how you made that determination.
•To the extent these columns are non-IFRS measures, please clearly label these as
non-IFRS measures and include the applicable disclosures required by Item 10(e) of
Regulation S-K. Within your revisions, please clearly explain each reconciling item
and how the non-IFRS presentation results in useful information to investors.
Item 6. Directors, Senior Management, and Employees, page 148
9.Please clarify the periods during which Rafael del Pino and Ignacio Madridejos served as
your Chief Executive Officer. Each of their biographies states that they were appointed
Chief Executive Officer, but it appears that only one is currently serving in the role.
Notes to Consolidated Financial Statements for the years ended December 31, 2022, 2021 and
2020
1.3 Accounting Policies
Non-refundable grants related to assets, page F-61
10.We note your disclosure that investments made are presented net of non-refundable grants
on the statement of cash flows. Please tell us your basis for presenting this information on
a net basis. Within your response, please reference paragraph 28 of IAS 20 and any other
applicable authoritative accounting literature management relied upon.
Toll roads business, page F-65
11.For revenue recognition purposes, it appears that you have concluded that you are the
agent when you are the concessionaire only and have subcontracted the infrastructure
construction to an external company. Please tell us and revise your filing to clarify how
you determined that you are agent in these scenarios. Within your response, please
reference the authoritative accounting literature management relied upon.
6.9 Restricted Net Assets, page F-148
12.We note your disclosure that you concluded that the restricted net assets exceed 25% of
Ferrovial’s consolidated net assets at December 31, 2022, and therefore, the separate
condensed financial statements of Ferrovial, S.A. are presented. We are unable to locate
these separate condensed financial statements. Please advise or revise. Reference is made
to Rule 12-04 of Regulation S-X.
            Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Isabel Rivera at 202-551-3518 or Pam Long at 202-551-3765 with any other questions.

 FirstName LastNameIgnacio Madridejos
 Comapany NameFerrovial SE
 November 6, 2023 Page 4
 FirstName LastName
Ignacio Madridejos
Ferrovial SE
November 6, 2023
Page 4
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       M. Ryan Benedict