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United States securities and exchange commission logo





                            March 29, 2022

       Jeanna Steele
       General Counsel and Corporate Secretary
       Sunrun Inc.
       225 Bush Street
       Suite 1400
       San Fransisco, CA 94104

                                                        Re: Sunrun Inc.
                                                            Form 10-K for the
Year Ended December 31, 2021
                                                            Filed February 17,
2022
                                                            Form 8-K Furnished
February 17, 2022
                                                            File No. 001-37511

       Dear Ms. Steele:

              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 8-K furnished February 17, 2022

       Exhibit 99.1 Earnings Release, page 10

   1.                                                   We note your disclosure
on Page 10 of the measures titled    in-period value creation
                                                        metrics    including
Subscriber Value, Creation Cost and Total Value Generated. We also
                                                        note that you include
the definitions of these measures on page 11. Please explain to us
                                                        why you believe these
measures are considered metrics rather than Non-GAAP financial
                                                        measures, as they
appear to represent performance or liquidity measures that include or
                                                        exclude amounts
calculated in accordance with GAAP. Also, for Subscriber Value
                                                        explain to us how this
measure differs from Gross Earning Assets both in calculation and
                                                        in use. Additionally,
please explain to us how management uses these metrics and why
                                                        they are useful to
investors.
 Jeanna Steele
FirstName
Sunrun Inc.LastNameJeanna Steele
Comapany
March      NameSunrun Inc.
       29, 2022
March2 29, 2022 Page 2
Page
FirstName LastName
2.       For each of the metrics used in this earnings release, please consider
revising to disclose
         the reasons why the metric is useful to investors, how management uses
the metric, and if
         there are estimates or assumptions underlying the metric or its
calculation, disclosure of
         such items if it's necessary for the metric not to be misleading. See
guidance in SEC
         Release No. 33-10751 Commission Guidance on Management   s Discussion
and Analysis
         of Financial Condition and Results of Operations.
Form 10-K for the Year Ended December 31. 2021

Critical Accounting Policies and Estimates, page 60

3.       Please revise the Critical Accounting Estimates (CAE) section to
conform with SEC
         Release No. 33-10890. More specifically, as it relates to goodwill and
impairment of long-
         lived assets, the largest part of your balance sheet, we note that you
discuss why the CAE
         is subject to uncertainty, however to the extent material and
reasonably available, we
         believe you should consider discussing (2) how much the CAE or
assumption (or both)
         has changed during the relevant period, and (3) the sensitivity of
reported amounts to the
         methods, assumptions, and estimates underlying the CAE   s
calculation. Your discussion
         of non-controlling interests and redeemable non-controlling interests,
and revenue
         (specifically related to variable consideration and other estimates
made for customer
         agreements and SRECs), should be similarly revised as applicable. When
revising,
         note that Instruction 3 to Item 303(b) states that disclosure of CAEs
should    supplement,
         but not duplicate, the description of accounting policies or other
disclosures in the notes to
         the financial statements.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 63

4.       In light of the material fluctuations in your income statement line
items and the significant
         impact of the Vivint acquisition, please revise to provide more
informative disclosures
         pursuant to SEC Release No. 33-10890 and Item 303(b)(2)(iii) of
Regulation S-K. More
         specifically, and in order for an investor to better understand the
reasons of the
         fluctuations and to see the analysis through the eyes of management,
please revise future
         filings to discuss the underlying reasons for material changes in
quantitative and
         qualitative terms in all situations in which one or more line items in
the financial
         statements reflect material changes from period to period, including
those in which
         material changes within a line item offset one another. In this
regard, when more than one
         factor is responsible for a change, quantify the impact of each in
order to enable an
         investor to discern the relative contribution of each of multiple
components to the total
         change. Lastly, disclose any known events that are reasonably likely
to cause a material
         change in the relationship between costs and revenues. Also refer to
the aforementioned
         Release for guidance on establishing the "reasonably likely"
threshold.
       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
 Jeanna Steele
Sunrun Inc.
March 29, 2022
Page 3

absence of action by the staff.

       You may contact Effie Simpson at (202) 551-3346 or Claire Erlanger at
(202) 551-3301
with any questions.



                                                         Sincerely,
FirstName LastNameJeanna Steele
                                                         Division of
Corporation Finance
Comapany NameSunrun Inc.
                                                         Office of
Manufacturing
March 29, 2022 Page 3
cc:        Ian Nussbaum
FirstName LastName
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