Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Colucci Marlene M

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
XPO Logistics, Inc. [ XPO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Immediately prior to becoming a director of the Issuer, the Reporting Person did not beneficially own, directly or indirectly, any securities of the Issuer. Exhibits: Exhibit 24 - Power of Attorney.
No securities are beneficially owned.
/s/ Karlis P. Kirsis, Attorney-in-Fact 02/13/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

      The undersigned hereby constitutes and appoints Karlis P. 
Kirsis, acting singly, the undersigned's true and lawful 
attorney-in-fact to: 
      (1) execute for and on behalf of the undersigned, in the 
undersigned's capacity as an officer or director of XPO 
Logistics, Inc. (the "Company"), a Form ID, Uniform Application 
for Access Codes to File on EDGAR and Forms 3, 4 and 5 
(including amendments thereto) in accordance with Section 16(a) 
of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), and the rules and regulations thereunder; and
      (2) do and perform any and all acts for and on behalf of 
the undersigned which may be necessary or desirable to complete 
and execute any such Form ID or Forms 3, 4 or 5 (including 
amendments) and timely file such forms with the United States 
Securities and Exchange Commission and any stock exchange or 
similar authority; and
      (3) take any other action of any type whatsoever in 
connection with the foregoing which, in the opinion of such 
attorney-in-fact, may be of benefit to, in the best interest of, 
or legally required by, the undersigned, it being understood 
that the documents executed by such attorney-in-fact on behalf 
of the undersigned pursuant to this Power of Attorney shall
in such form and shall contain such terms and conditions as such 
attorney-in-fact may approve in such attorney-in-fact's 
      The undersigned grants to such attorney-in-fact full power 
and authority to do and perform any and every act and thing 
whatsoever requisite, necessary or proper to be done in the 
exercise of any of the rights and powers granted, as fully to 
all intents and purposes as the undersigned might or could do if 
personally present, with full power of substitution or 
revocation, hereby ratifying and confirming all that such 
attorney-in-fact shall lawfully do or cause to be done by virtue 
of this power of attorney and the rights and powers herein 
      The undersigned acknowledges that such attorney-in-fact, in 
serving in such capacity at the request of the undersigned, is 
not assuming, nor is the Company assuming, any of the 
undersigned's responsibilities to comply with Section 16 of the 
Exchange Act. The undersigned agrees that such attorney-in-fact 
may rely entirely on information furnished orally or in writing 
by the undersigned to such attorney-in-fact. 
      The undersigned also agrees to indemnify and hold harmless 
the Company and such attorney-in-fact against any losses, 
claims, damages or liabilities (or actions in these respects) 
that arise out of or are based upon any untrue statements or 
omission of necessary facts in the information provided by the 
undersigned to such attorney-in-fact for purposes of executing, 
acknowledging, delivering or filing Form ID or Forms 3, 4 or 5 
(including amendments) and agrees to reimburse the Company and 
such attorney-in-fact for any legal or other expenses reasonably 
incurred in connection with investigating or defending against 
any such loss, claim, damage, liability or action. 
      This Power of Attorney supersedes any power of attorney 
previously executed by the undersigned regarding the purposes 
outlined in the first paragraph hereof ("Prior Powers of 
Attorney"), and the authority of the attorneys-in-fact named in 
any Prior Powers of Attorney is hereby revoked. 
      This Power of Attorney shall remain in full force and 
effect until the undersigned is no longer required to file Forms 
3, 4 or 5 with respect to the undersigned's holdings of and 
transactions in securities issued by the Company, unless earlier 
(a) revoked by the undersigned in a signed writing delivered to 
the foregoing attorney-in-fact; or (b) superseded by a new power 
of attorney regarding the purposes outlined in the first 
paragraph hereof dated as of a later date.
      IN WITNESS WHEREOF, the undersigned has caused this Power 
of Attorney to be executed as of this 5th day of February, 2019.

                         /s/ Marlene M. Colucci
                         Marlene M. Colucci