August 1, 2024

Eric Williams
Chief Financial Officer
Sunnova Energy International Inc.
20 East Greenway Plaza, Suite 540
Houston, Texas 77046

       Re: Sunnova Energy International Inc.
           Form 10-K for the Fiscal Year ended December 31, 2023
           Filed February 22, 2024
           File No. 001-38995
Dear Eric Williams:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for the Fiscal Year ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Financial and Operational Metrics, page 68

1.     We note that you present various non-GAAP measures as Key Financial and
Operational
       Metrics though do not characterize any GAAP measures in this manner. We
also note
       that your disclosures pertaining to Adjusted EBITDA and Adjusted
Operating Expense
       appear to hold a more prominent position on pages 68-71 of MD&A, than
       your disclosures pertaining to the GAAP measures which reside on pages
77-80.

       We believe that you will need to be substantially revise your
disclosures in MD&A to
       comply with Item 10(e)(1)(i)(A) of Regulation S-K, which requires a
presentation of the
       most directly comparable GAAP measure, having equal or greater
prominence, when
       presenting a non-GAAP measure. Please refer to the guidance under
Question 102.10 of
       our Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
 August 1, 2024
Page 2

       For example, it appears that you would need to identify GAAP measures
among the Key
       Financial and Operational Metrics and reposition the presentation of
non-GAAP measures
       to follow the discussion and analysis of GAAP measures. Please submit
the revisions that
       you propose to address this disclosure requirement.

2.     We note that in compiling your 2023 Adjusted EBITDA measure of $275
million,
       you made eighteen adjustments to the $(502) million GAAP measure of net
loss; and in
       compiling your 2023 Adjusted Operating Expense measure of $377 million,
you
       made seventeen adjustments to the $964 million GAAP measure of operating
expense.

       In describing Adjusted EBITDA, you indicate that it represents "...a
measure of core
       financial performance adjusted to allow for comparisons of results of
operations across
       reporting periods on a consistent basis," that your adjustments "...are
intended to exclude
       items that are not indicative of the ongoing operating performance of
the business," and
       the measure "provides a more complete understanding of ongoing business
performance
       and trends than GAAP measures alone;" and in describing Adjusted
Operating Expense,
       you indicate the adjustments exclude the effects of "certain
non-recurring items" that you
       do not consider to be indicative of ongoing operating performance, that
the measure is an
       "indicator of the efficiency" of your operations, and provides a more
complete
       understanding of your performance than GAAP measures alone.

       Please explain to us how your measure of Adjusted EBITDA has the utility
that you
       describe, specifically with respect to being not a measure of core
financial performance
       but rather an adjusted measure of core financial performance; how the
measure facilitates
       a comparison by removing items that would ordinarily be noted in a
comparison; and how
       the partial measure of performance has enhanced an understanding of your
ongoing
       business performance and trends, in your view. Please similarly explain
how your
       measure of Adjusted Operating Expense has the utility ascribed,
specifically as to being
       more indicative of operating performance by removing items that you do
not consider to
       be indicative, and how the measure reflects efficiency of your
operations as stated.

       In conjunction with the foregoing, provide us with a composition
analysis of each
       adjustment, including a description that is sufficiently detailed to
convey its nature and
       how this aligns with the specific reasons you have cited for its
exclusion, particularly
       where you do not regard the activity that it reflects, as measured and
reported in
       accordance with GAAP, as indicative of performance. It should be clear
how you are able
       to demonstrate the characteristics ascribed to each measure; the
rationale for adjustments
       identified as expected credit losses, non-cash inventory, other
impairments, ITC sales,
       provision for current expected credit losses, non-cash inventory and
other impairments,
       and cost of revenue related to cash and inventory sales is particularly
unclear.

Results of Operations - Year Ended December 31, 2023 Compared to Year Ended
December 31,
2022, page 77

3.     We understand from your disclosures on pages 119 and 97 that about $282
million of
       customer notes receivable were past due at year-end, and that you
recognized a $46
 August 1, 2024
Page 3

       million provision for expected credit losses and other bad debt expense
in 2023.
       Additionally, you disclose that as of March 31, 2024, and December 31,
2023, there was
       $44.3 million and $34.2 million, of customer notes receivable not
accruing interest.

       Given the magnitude of the past due amounts and the 2023 provision
representing about
       19% of your operating loss, please expand your disclosures in MD&A to
quantify and
       discuss the uncertainties surrounding possible collection of notes
receivable and the
       effects of impairments and provisions for credit losses recognized each
period to comply
       with Item 303(a) and (b)(1) and (2) of Regulation S-K.

Financial Statements and Supplementary Data
(2) Significant Accounting Policies
Inventory, page 103

4.     We note your disclosure on page 103 explaining that you evaluate
inventory for unusable
       and obsolete items based on assumptions regarding future demand and
market
       conditions and recognize a charge when necessary to write-down inventory
to net
       realizable value. We also note that you reference an inventory and other
       impairment charge of $51 million in 2023 on pages 69 and 71, which
appears to be 21%
       of your operating loss for 2023; and you report a corresponding $20
million charge in the
       first quarter of 2024, which is about 23% of the operating loss for that
quarter.

       Please expand your accounting policy disclosure to more clearly describe
the factors that
       are being considered in your periodic evaluations and any
differentiation that is made
       between factors based on the type of inventory held or based on
expectations regarding
       the manner by which items will be removed from inventory. Please also
clarify the
       frequency with which an inventory impairment analysis is performed, and
describe any
       indicators that are typically monitored or associated with that effort.

       Given the significance of the annual and subsequent quarter charges it
appears that you
       should be providing disclosure in the financial statements to comply
with FASB ASC
       330-10-50-2 and should have disclosures in MD&A to clarify the effects
on your results
       of operations, to identify the particular types of inventory being
impacted, and to describe
       the conditions precipitating the charges with details sufficient to
understand how these
       had changed from the preceding quarter.

       For example, clarify the extent to which the reasons for the charges are
similar or different
       from period-to-period and identify any trends in the industry or
evolving market
       conditions that are correlated with the charges.
 August 1, 2024
Page 4

       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.

       Please contact Robert Babula at 202-551-3339 or Mark Wojciechowski at
202-551-3759
with any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Energy &
Transportation