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February 26, 2024
Ignacio Madridejos
Chief Executive Officer
Ferrovial SE
Kingsfordweg 151
1043 GR Amsterdam
The Netherlands
Re:Ferrovial SE
Registration Statement on Form 20-F
Response dated February 20, 2024
File No. 001-41912
Dear Ignacio Madridejos:
            We have reviewed your February 20, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 9, 2024 letter.
Registration Statement on Form 20-F filed January 5, 2024
Item 5. Operating and Financial Review and Prospects
5.B.6.2 Adjusted Cash Flows, Cash Flows from Infrastructure Projects and Cash Flows
Excluding Infrastructure Projects, page 140
1.We note your response to prior comments 3 through 9 and your proposed revisions at
annex A. With respect to your tabular presentation of the changes in consolidated net debt
please address the following:
•Please revise to remove the subtotal labeled activity cash flows.
•Please include a reconciliation of Consolidated Net Debt for each period reflected in
your tabular presentation of changes in consolidated net debt (i.e. at each beginning
of year and year-end).

 FirstName LastNameIgnacio Madridejos
 Comapany NameFerrovial SE
 February 26, 2024 Page 2
 FirstName LastName
Ignacio Madridejos
Ferrovial SE
February 26, 2024
Page 2
2.We note your response to prior comments 3 through 9 and your proposed revisions at
annex A. We further note the change in Consolidated Net Debt is reconciled from Change
in Cash and Cash Equivalents per your Consolidated Cash Flow Statements. Please tell us
how you considered Item 10(e)(1)(ii)(A) of Regulation S-K as it appears that certain
adjustments may exclude charges or liabilities that required or will require cash settlement
(e.g. the change in short and long-term borrowings). Within your response, please also tell
us whether the amounts shown as cash flows of ex-infrastructure project companies
exclude charges or liabilities that required or will require cash settlement (i.e. amounts
included in your Consolidated Cash Flow Statements related to infrastructure project
companies).
3.We note your response to prior comment 8 and your proposed revisions at annex A. We
continue to be unclear how you determined the breakdown of your Consolidated Cash
Flow Statement into cash flows of ex-infrastructure project companies, cash flows of
infrastructure project companies, and intercompany eliminations is appropriate. In your
response, please provide a more robust explanation on how you determined that
infrastructure project companies that are consolidated in your IFRS financial statements
should be treated “as investment in equity” within the column for ex-infrastructure project
companies.
            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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       M. Ryan Benedict