United States securities and exchange commission logo





                             October 15, 2021

       David Wyshner
       Chief Financial Officer
       XPO Logistics, Inc.
       Five American Lane
       Greenwich, CT 06831

                                                        Re: XPO Logistics, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2020
                                                            Filed February 12,
2021
                                                            File No. 001-32172

       Dear Mr. Wyshner:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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 respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2020

       Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
       Consolidated Summary Financial Table , page 39

   1.                                                   Your disclose on page
41 that the decrease in the effective tax rate in fiscal 2020 was
                                                        primarily driven by
income tax benefits associated with stock-based compensation.
                                                        However, foreign tax
rate differentials, contribution and margin-based taxes and Other
                                                        items also had a
material impact on your effective tax rate for 2020 based on your
                                                        disclosures in Note 16.
Please discuss and analyze changes in your effective tax rate and
                                                        any material items that
are not expected to recur. Please refer to Item 303 of Regulation
                                                        S-K.
       Transportation Segment , page 41

   2.                                                   Revise your disclosure
to explain how management analyzes the underlying factors,
                                                        events and trends that
directly affect the changes in revenue for the Less-Than-Truckload
 David Wyshner
XPO Logistics, Inc.
October 15, 2021
Page 2
         (LTL) and truck brokerage businesses. For example, it appears changes
in the shipping
         weight and distance of the haul directly impacts the pricing and
revenue of the LTL
         business. Additionally, it appears changes in the demand for the
underlying commodity or
         product being shipped and fuel surcharges directly affect your
revenue. Revise your
         disclosure to describe any known trends or uncertainties that are
reasonably likely to have
         a material impact on your future revenues or operations as a result of
these factors, events
         and trends. Refer to Item 303 of Regulation S-K.
16. Income Taxes, page 94

3.       Please tell us what consideration you gave to providing a further
quantitative breakdown
         of the    Other    category in the income tax rate reconciliation
schedule pursuant to Rule 4-
         08(h)(2) of Regulation S-X and FASB ASC 740-10-50-12.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

      You may contact Robert Babula, Staff Accountant at (202) 551-3339, or Gus
Rodriguez,
Branch Chief at (202) 551-3752 with any questions.



FirstName LastNameDavid Wyshner                               Sincerely,
Comapany NameXPO Logistics, Inc.
                                                              Division of
Corporation Finance
October 15, 2021 Page 2                                       Office of Energy
& Transportation
FirstName LastName