SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 1, 2026

David W. Mutryn
Chief Financial Officer
Maximus, Inc.
1600 Tysons Boulevard
McLean , Virginia 22102

 Re: Maximus, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2025
 Filed November 20, 2025
 File No. 001-12997
Dear David W. Mutryn:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 Document March 26, 2026 Aamira Chaudhry Theresa Brillant Division of Corporation Finance – Office of Trade & Services U.S. Securities and Exchange Commission Washington DC 20549 Maximus, Inc. Form 10-K for the Fiscal Year Ended September 30, 2025 Filed November 20, 2025 File No. 001-12997 Dear Ms. Chaudhry and Ms. Brillant: On behalf of Maximus, Inc. (the “Company,” “we,” “us,” or “our”), we hereby submit the following responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) contained in your letter dated March 13, 2026, regarding the Company’s Form 10‑K for the year ended September 30, 2025. For ease of reference, each Staff comment is reproduced below in bold, followed by the Company’s response. Form 10-K for the Fiscal Year Ended September 30, 2025 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP and Other Measures, page 45 1. Please begin the reconciliation of Adjusted EBITDA presented on page 46 with net income, the most directly comparable GAAP measure pursuant to Item 10(e)(1)(i)(B) of Regulation S-K and Questions 102.10(b) and 103.02 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures (C&DI's). Additionally, we note the presentation of Adjusted EBITDA margin. Please present the comparable measure computed on a GAAP basis pursuant to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the C&DI's. 1600 Tysons Boulevard, Suite 1400, McLean VA 22102 | (703) 251-8500 The Company acknowledges the Staff’s comment. In future filings, beginning with our Form 10-Q for the quarter ended March 31, 2026, we will update our reconciliation of Adjusted EBITDA consistent with the table below, which also includes net income margin, the comparable U.S. GAAP measure for Adjusted EBITDA margin, using year ended September 30, 2025 results for illustrative purposes. Table MD&A: Non-GAAP Adjusted Results - Adjusted EBITDA For the Year Ended September 30, 2025 dollars in thousands Net income $ 319,034  Provision for income taxes 125,815  Interest expense 84,080  Other (income)/expense, net (640) Amortization of intangible assets 92,047  Divestiture-related charges 39,549  Depreciation and amortization of property, equipment, and capitalized software 41,669  Adjusted EBITDA (Non-GAAP) $ 701,554  Net income margin (GAAP)* 5.9 % Adjusted EBITDA margin (Non-GAAP)* 12.9 % * Margins are calculated as a percentage of revenue 2. We note that you believe providing measures that exclude the impact of amortization is useful to investors in evaluating your core operations and results; however, these measures include revenue from core operations generated in part by acquired assets. Please revise to clarify that although amortization of intangible assets acquired through acquisitions is being excluded from the non-GAAP measures, the revenue generated from these assets is still included in the measure. The Company acknowledges the Staff’s comment. In future filings, beginning with our Form 10-Q for the quarter ended March 31, 2026, we will update our disclosures to emphasize that although amortization of intangible assets acquired through acquisitions is being excluded from the non-GAAP measures, the revenue generated from these assets is being included in the applicable non-GAAP measures. This disclosure would be similar to the following (proposed new language is underlined): Our previous acquisitions have resulted in significant intangible assets, which are amortized over their estimated useful lives. We believe users of our financial statements wish to understand the performance of the business by using a methodology that excludes the amortization of our intangible assets. During fiscal years 2025 and 2024, we also incurred losses on sales of businesses. We believe that providing supplemental measures that exclude the impact of the items detailed below is useful to investors in evaluating our core operations and results in relation to past periods. Accordingly, we have calculated our net income and diluted earnings per share, excluding the effect of the amortization of intangible assets and divestiture-related charges. Although these measures exclude the amortization of intangible assets acquired as part of our acquisitions, they do include the post-acquisition revenue from the acquired businesses. In addition, Adjusted EBITDA, as calculated by us, is also a useful measure of performance that focuses on the cash generating capacity of the business as it excludes the non-cash expenses of depreciation and amortization of property, equipment, and capitalized software, amortization of intangible assets, and divestiture-related charges. We believe that these non-GAAP measures assist investors in making comparisons between the operating performance of companies with different capital structures by excluding interest expense and therefore, the impacts of financing costs. Although Adjusted EBITDA excludes the amortization of intangible assets acquired as part of our acquisitions, it does include the post-acquisition revenue from the acquired businesses. As disclosed above, Adjusted EBITDA is calculated in a different manner from Consolidated EBITDA, as defined by our Credit Agreement. 1600 Tysons Boulevard, Suite 1400, McLean VA 22102 | (703) 251-8500 Notes to the Consolidated Financial Statements Note 3: Business Segments, page 62 3. Please tell us how your disclosure complies with the requirement to disclose how the chief operating decision maker uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources pursuant to ASC280-10-50-30(f). The Company acknowledges the Staff’s comment. In future filings, beginning with our Form 10-Q for the quarter ended March 31, 2026, we will update our disclosure to further expand upon how our Chief Operating Decision Maker (CODM) uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. This disclosure would be similar to the following: The CODM reviews segment‑level revenue, gross profit, and segment operating income/(loss) on a regular basis to assess performance and manage the business. Revenue is used to evaluate growth trends and performance relative to budget, while gross profit and segment operating income/(loss) are used to assess overall profitability, business efficiency, and the effectiveness of cost‑reduction initiatives. These measures also inform the CODM’s decisions regarding the allocation of resources across segments, including allocations of management bonus as well as investments in technology, personnel, and strategic transactions, such as mergers and acquisitions. If you have any additional questions or require more information, please contact me at 703-251-8500. /s/ David W. Mutryn David W. Mutryn Chief Financial Officer 1600 Tysons Boulevard, Suite 1400, McLean VA 22102 | (703) 251-8500

<DOCUMENT>
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<TEXT>
 March 13, 2026

David W. Mutryn
Chief Financial Officer
Maximus, Inc.
1600 Tysons Boulevard
McLean , Virginia 22102

 Re: Maximus, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2025
 Filed November 20, 2025
 File No. 001-12997
Dear David W. Mutryn:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 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 September 30, 2025
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP and Other Measures, page 45

1. Please begin the reconcilation of Adjusted EBITDA presented on page 46
with net
 income, the most directly comparable GAAP measure pursuant to Item
10(e)(1)(i)(B) of
 Regulation S-K and Questions 102.10(b) and 103.02 of the Division of
Corporation
 Finance s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures
 (C&DI's). Additionally, we note the presentation of Adjusted EBITDA
margin. Please
 present the comparable measure computed on a GAAP basis pursuant to Item
 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the C&DI's.
2. We note that you believe providing measures that exclude the impact of
amortization is
 useful to investors in evaluating your core operations and results;
however, these
 measures include revenue from core operations generated in part by
acquired assets.
 Please revise to clarify that although amortization of intangible assets
acquired through
 acquisitions is being excluded from the non-GAAP measures, the revenue
generated
 from these assets is still included in the measure.
 March 13, 2026
Page 2

Notes to Consolidated Financial Statements
Note 3: Business Segments, page 62

3. Please tell us how your disclosure complies with the requirement to
disclose how the
 chief operating decision maker uses the reported measures of segment
profit or loss in
 assessing segment performance and deciding how to allocate resources
pusuant to ASC
 280-10-50-30(f).
 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 Aamira Chaudhry at 202-551-3389 or Theresa Brillant at
202-551-3307
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 22, 2023
David Mutryn
Chief Financial Officer
Maximus, Inc.
1600 Tysons Boulevard
McLean, VA 22102
Re:Maximus, Inc.
Form 10-K for Fiscal Year Ended September 30, 2022
Filed November 22, 2022
File No. 001-12997
Dear David Mutryn:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

May 5, 2023

Mr. Robert Shapiro

Mr. Doug Jones

Office of Trade & Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Maximus, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2022

Filed November 22, 2022

File No. 1-12997

Dear Messrs. Shapiro and Jones:

Maximus, Inc. (“We” or the “Company”) received your letter of April 12, 2023, containing comments on the filing referenced above. This letter on behalf of the Company responds to each of the comments set forth in your letter. For convenience of reference, we have reproduced your comments below and provided our responses following each comment.

Form 10-K for the Fiscal Year Ended September 30, 2022

Risk Factors

If we fail to accurately estimate the factors upon which we base our contract pricing, we may generate less profit … page 15

1.You disclose on page 16, "It is a challenge across the industry in how we estimate wage inflation rates ..., particularly for fixed-price contracts." In your CEO's remarks in the company's earnings call on November 22, 2022, he stated your government contracts typically include labor escalators of 2% to 3% but market conditions have led you to raise wages in the 4% to 5% range that puts pressure on your margins. Please update this risk factor if recent inflationary pressures have materially impacted your operations and financial results. Consider incorporating the impact of wage inflation on your contract pricing, and the profitability on your fixed-price and performance-based contracts.

We performed an analysis at the end of fiscal year 2022 to make a good faith estimate of inflationary pressures on certain elements of our business.  The effect of higher inflation is inherently difficult to estimate with precision given the regular turnover of our staff and our customer contracts. We shared commentary from this analysis on our November 22, 2022, earnings call in an effort to provide color to the investment community regarding one factor behind recent margin pressures.

We undertake to update our risk factor disclosures in our Annual Report on Form 10K for the year ended September 30, 2023, in consideration of the Staff’s comment. An example of such updated disclosure follows:

1600 Tysons Boulevard, Suite 1400, McLean VA 22102 | (703) 251-8500

Demand for talent in certain elements of our business can be highly competitive and to the extent actual wage inflation exceeds our estimates or we are not able to incorporate wage increases in our contracts that cover actual wage inflation we experience, our operations and financial results may be adversely affected. Our portfolio includes fixed-price, performance-based and cost-plus contracts for which employment requirements are contract specific, and have varying impacts to financial results.

In cost-plus contracts, we work with our customer to come to agreement for wage increases to meet the current demand and hiring needs, which generally does not impact profitability of these contracts. For fixed-price and performance-based contracts, large and/or sudden changes to the labor market may require us to hire talent at wage levels higher than budgeted which can adversely impact results on what are often multi-year contracts. For example, during the year ended September 30, 2022, we observed that our fixed-price and performance-based contracts typically include labor escalators of 2% to 3% but varying market conditions over recent prior periods had required wage increases in places in the 4% to 5% range, which adversely impacted margins. This is one of many factors that may impact profitability on multi-year fixed price  and performance-based contracts. As contracts reach re-procurement milestones, we have the ability to adjust our pricing to current and/or future expected market conditions.

Non-GAAP and Other Measures, Page 37

2.You disclose here and in the Form 10-Q for the period ended December 31, 2022 your Credit Agreement includes the defined term "Consolidated EBITDA" and calculation of "Adjusted EBITDA" conforms to the Credit Agreement. Please explain to us and disclose how these measures relate to compliance with the Credit Agreement, including any associated amounts or limits and actual or reasonably likely effects of compliance or noncompliance. Your current disclosure appears to be in the context of a non-GAAP measure rather a material term of a material agreement that is material to investors' understanding of your financial condition and/or liquidity. Refer to Question 102.09 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures for reference.

We undertake to update our disclosures in future filings to expand our discussion of the material terms of the Credit Agreement, including the Consolidated EBITDA calculation as it relates to our financial covenants, as well as any actual or reasonably likely effects of any noncompliance with those covenants. An example of our envisaged disclosure, based upon our Annual Report on Form 10-K for the year ended September 30, 2022, is included in Appendix 1. We would expect to place this disclosure within our ‘Material Cash Requirements from Contractual Obligations’ discussion within our ‘Management’s Discussion and Analysis’ section.

3.In the second bullet on page 38 you state "The measure of Adjusted EBITA is a step in calculating Adjusted EBITDA." Please explain to us and in your disclosure what this means.

We had included an EBITA measure as a step in calculating EBITDA as a service to our investors. However, it is not a metric management uses. Accordingly, we will omit this as a line item in future filings. This is consistent with the example shown in Appendix 1.

4.In note 8 to the consolidated financial statements you disclose the terms of the Credit Agreement. However, we do not see any mention of "Consolidated EBITDA" or "Adjusted EBITDA" in those terms. If these measures are truly key terms of the Credit Agreement, revise your disclosure in the notes to the financial statements in this regard.

We undertake to update our disclosure in future filings prospectively to reflect the terms as defined by the Credit Agreement.

Notes to Consolidated Financial Statements

Note 2, Significant Accounting Policies

Revenue Recognition, page 48

5.For your performance-based contract revenue in the Outside the U.S. Segment, you disclose you have variable fees based on future outcomes. You state payments occur over several months based on future events for which you are required to estimate the outcome fees ahead of their realization and collection and you recognize the estimated fee over the period of delivery. Please explain to us and disclose (i) whether the estimate of this variable consideration is typically constrained and (ii) the methods, inputs and assumptions you use in determining the transaction price, including estimating variable consideration and assessing whether the estimate of the variable consideration is constrained. Refer to ASC 606-10-50-12.b and 20a and b.

For each portfolio of jobseekers, we calculate the transaction price using the expected value method of estimating variable consideration. In a typical arrangement, we receive a monthly portfolio of jobseekers and we are expected to make efforts to get them into employment. Most arrangements include a payment based upon a milestone, which might be an individual jobseeker entering employment, achieving sustained employment or reaching another employment-related goal, such as attaining a particular level of salary. These payments only become payable upon achievement of milestones.

We calculate this transaction fee based upon the total milestone payments we expect to receive and estimated timing of when we expect the milestones to be met. The resulting revenue is recognized over the period of time that we expect to reach these milestones. There are no material constraints applied to the estimates for these fees. We considered the factors included in ASC 606-10-32-12, when assessing the likelihood and magnitude of a revenue reversal. Factors we considered included the following:

•The markets in which we operate are well known to us and many of the contracts we operate are familiar to us, leading in a strong ability to estimate outcomes. Even as contracts evolve, our customers frequently remain the same.

•The manner and the timing of the transactions reduce the risk of material revenue reversal. Our revenue for each potential placement starts at zero and grows over the term that we manage each cohort of jobseekers. In the early stages, there may be greater uncertainty over achievement of an outcome, but the amount of revenue recognized is small; towards the end of the life of the portfolio, the balance of unbilled revenue is higher, but the remaining time to fulfil the obligation is less and a material reversal is unlikely. There is no significant timing difference between us completing an employment outcome and our ability to claim for it.

•We do not have any history of offering price concessions on these contracts.

We undertake to update our disclosures in future filings to reflect the disclosure requirements discussed above. Such language would be consistent with the following.

Some of our performance-based contract revenue is recognized based upon future milestones defined in each contract. This is the case in many of our employment services contracts in the Outside the U.S. Segment, where we are paid as individuals attain employment milestones, which may take many months to achieve. We recognize revenue over the period of performance. Our estimates vary from contract to contract but may include the number of participants within a portfolio reaching employment milestones and the service delivery periods for participants reaching the employment milestone.

We estimate the total variable fees we will receive using the expected value method. We recognize the fees over the expected period of performance. At each reporting period, we update our estimates of the variable fees to represent the circumstances present at the end of the reporting period. We are required to constrain our estimates to the extent that it is probable that there will not be a significant reversal of cumulative revenue when the uncertainty is resolved. We do not have a history of significant constraints on these contracts.

If you have any additional questions or require more information, please contact me at 703-251-8500.

/s/ David W. Mutryn

David W. Mutryn

Chief Financial Officer

Appendix 1

Material Cash Requirements from Contractual Obligations

Credit Facilities

Our principal debt agreement is with JPMorgan Chase Bank N.A. (the Credit Agreement). At September 30, 2022, we owed $1.37 billion under the Credit Agreement, with access to an additional $600 million through a revolving credit facility. Mandatory repayments are required under this agreement through May 2028, when the agreement ends, and must be renegotiated or the funds repaid.

The Credit Agreement contains a number of covenants with which we are expected to comply. Failure to meet these requirements would result in a need to renegotiate the agreement, or could result in a requirement to repay our outstanding debt in full. There are two financial covenants, both defined in the Credit Agreement.

•Our Consolidated Net Total Leverage Ratio means, for any twelve-month period, the ratio of our Funded Debt, offset by up to $75 million of unrestricted cash (Consolidated Total Leverage), against our Consolidated EBITDA (as defined by the Credit Agreement). To comply with our Credit Agreement, this ratio cannot exceed 4.00:1.00 at the end of each quarter, with a step-up to 4.50:1.00 under certain circumstances. This ratio also determines both our interest rate and the charge we pay on the unused component of our revolving credit facility, with the charge increasing as the leverage ratio increases.

•Our Consolidated Net Interest Coverage Ratio means, for any twelve-month period, the ratio of our Consolidated EBITDA against our Consolidated Net Interest Expense, as defined by the Credit Agreement. To comply with our Credit Agreement, this ratio cannot be less than 3.00:1.00 at the end of each quarter.

Consolidated EBITDA also drives certain permissions within the Credit Agreement, such as the level of investment we are entitled to make without seeking additional approval from our lenders.

Our Credit Agreement defines Consolidated EBITDA, as well as other components of the calculations above. The definition of Consolidated EBITDA requires us to include adjustments not typically included within EBITDA, including unusual, non-recurring expenses, certain non-cash adjustments, the pro forma effects of acquisitions and disposals and estimated synergies from acquisitions. As a result, Consolidated EBITDA as defined by the Credit Agreement may not be comparable to EBITDA or related or similarly-titled measures presented by other companies.

We have summarized below the components of our two financial ratio calculations, including the components of Consolidated EBITDA as defined by the Credit Agreement which are included within our financial statements. At September 30, 2022, we were in compliance with all applicable covenants of our Credit Agreement. We do not believe that these covenants represent a significant restriction in our ability to operate our business or to pay our dividends.

Table MD&A: Reconciliation of Net Income to Consolidated EBITDA as defined by our Credit Agreement

 For the Year Ended September 30,

 2022  2021

 (in thousands)

Net income $ 203,828    $ 291,200

Adjustments:

Interest expense 45,965    14,744

Other expense 2,835    10,105

Provision for income taxes 73,270    92,481

Amortization of intangibles 90,465    44,357

Stock compensation expense 30,476    28,554

Acquisition-related expenses 332    10,820

Gain on sale of land and building (11,046)   —

Depreciation and amortization of property, equipment, and capitalized software 42,330    46,361

Pro forma and other adjustments permitted by our credit agreement 30,032    92,398

Consolidated EBITDA (as defined by our Credit Agreement) $ 508,487    $ 631,020

Table MD&A: Consolidated Net Total Leverage Ratio

 For the Year Ended September 30,

 2022  2021

 (in thousands, except ratio data)

Funded Debt (as defined by our Credit Agreement) $ 1,366,614    $ 1,523,531

Cash and cash equivalents up to $75 million 40,658    75,000

Consolidated Net Total Leverage (as defined by our Credit Agreement) $ 1,325,956    $ 1,448,531

Consolidated Net Total Leverage Ratio (as defined by our Credit Agreement) 2.61    2.30

Table MD&A: Consolidated Net Interest Coverage Ratio

 For the Year Ended September 30,

 2022  2021

 (in thousands, except ratio data)

Consolidated EBITDA (as defined by our Credit Agreement) $ 508,487    $ 631,020

Interest expense 45,965    14,744

Components of other income/expense, net allowed in ratio calculation (118)   —

Pro forma adjustments to interest expense —    22,487

Consolidated Net Interest Expense (as defined by our Credit Agreement) $ 45,847    $ 37,231

Consolidated Net Interest Coverage Ratio (as defined by our Credit Agreement) 11.1    16.9

CORRESP
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April 13, 2023

Mr. Robert Shapiro

Mr. Doug Jones

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Maximus, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2022

Filed November 22, 2023

File No. 1-12997

Dear Messrs. Shapiro and Jones:

I am writing with reference to your letter to David Mutryn, Chief Financial Officer of Maximus, dated April 12, 2023.  That letter requested our response to certain comments from the SEC on our Form 10-K for the year ended September 30, 2023.  That letter requested our response within ten business days.

We respectfully request an extension of time within which to submit our comments.  We propose to submit our response to the SEC no later than May 10, 2023.  Thank you for your courtesy in extending our response due date.  Please contact me if you need further information.

Sincerely,

/s/ David R. Francis

David R. Francis

General Counsel and Secretary

1600 Tysons Boulevard, Suite 1400, McLean VA 22102 | (703) 251-8500

United States securities and exchange commission logo
April 12, 2023
David Mutryn
Chief Financial Officer
Maximus, Inc.
1600 Tysons Boulevard
McLean, VA 22102
Re:Maximus, Inc.
Form 10-K for Fiscal Year Ended September 30, 2022
Filed November 22, 2022
File No. 001-12997
Dear David Mutryn:
            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 Fiscal Year Ended September 30, 2022
Risk Factors
If we fail to accurately estimate the factors upon which we base our contract pricing, we may
generate less profit ..., page 15
1.You disclose on page 16, "It is a challenge across the industry in how we estimate wage
inflation rates ..., particularly for fixed-price contracts."  In your CEO's remarks in the
company's earnings call on November 22, 2022, he stated your government contracts
typically include labor escalators of 2% to 3% but market conditions have led you to raise
wages in the 4% to 5% range that puts pressure on your margins.  Please update this risk
factor if recent inflationary pressures have materially impacted your operations and
financial results.  Consider incorporating the impact of wage inflation on your contract
pricing, and the profitability on your fixed-price and performance-based contracts.

 FirstName LastNameDavid Mutryn
 Comapany NameMaximus, Inc.
 April 12, 2023 Page 2
 FirstName LastName
David Mutryn
Maximus, Inc.
April 12, 2023
Page 2
Non-GAAP and Other Measures, page 37
2.You disclose here and in the Form 10-Q for the period ended December 31, 2022 your
Credit Agreement includes the defined term "Consolidated EBITDA" and calculation
of "Adjusted EBITDA" conforms to the Credit Agreement.  Please explain to us and
disclose how these measures relate to compliance with the Credit Agreement, including
any associated amounts or limits and actual or reasonably likely effects of compliance or
noncompliance.  Your current disclosure appears to be in the context of a non-GAAP
measure rather a material term of a material agreement that is material to investors'
understanding of your financial condition and/or liquidity.  Refer to Question 102.09 of
the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures for
reference.

3.In the second bullet on page 38 you state "The measure of Adjusted EBITA is a step in
calculating Adjusted EBITDA."  Please explain to us and in your disclosure what this
means.
4.In note 8 to the consolidated financial statements you disclose the terms of the Credit
Agreement.  However, we do not see any mention of "Consolidated EBITDA" or
"Adjusted EBITDA" in those terms.  If these measures are truly key terms of the Credit
Agreement, revise your disclosure in the notes to the financial statements in this regard.
Notes to Consolidated Financial Statements
Note 2. Significant Accounting Policies
Revenue Recognition, page 48
5.For your performance-based contract revenue in the Outside the U.S. Segment, you
disclose you have variable fees based on future outcomes.  You state payments occur over
several months based on future events for which you are required to estimate the outcome
fees ahead of their realization and collection and you recognize the estimated fee over the
period of delivery.  Please explain to us and disclose (i) whether the estimate of this
variable consideration is typically constrained and (ii) the methods, inputs and
assumptions you use in determining the transaction price, including estimating variable
consideration and assessing whether the estimate of the variable consideration is
constrained.  Refer to ASC 606-10-50-12.b and 20a and b.

 FirstName LastNameDavid Mutryn
 Comapany NameMaximus, Inc.
 April 12, 2023 Page 3
 FirstName LastName
David Mutryn
Maximus, Inc.
April 12, 2023
Page 3
            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 Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

March 13, 2020
Richard J. Nadeau
Chief Financial Officer
MAXIMUS, Inc.
1891 Metro Center Drive
Reston, Virginia 20190
Re:MAXIMUS, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2019
Filed November 26, 2019
File No. 001-12997
Dear Mr. Nadeau:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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March 12, 2020

Theresa Brillant

Division of Corporation Finance

Office of Trade & Services

United States Securities and Exchange Commission

Washington, DC 20549

Re:    MAXIMUS, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2019

Filed November 26, 2019

File No. 001-12997

Dear Ms. Brillant

MAXIMUS, Inc. (the "Company", "we" or "us") received your letter of March 3, 2020 containing comments on the filing referenced above.

Form 10-K for the fiscal year ended September 30, 2019

Notes to the Consolidated Financial Statements

Note 4: Revenue Recognition, page 56

1.

 We note that certain contracts include retainage balances whereby revenue is earned, but cash payments are held back by the customer for a period of time, typically to allow for the customer to evaluate the quality of the performance. Please explain your analysis under ASC 606-10-25-30(e) and ASC 606-10-55-85 through 88 in determining that recognizing revenue for these sales prior to customer acceptance is appropriate.

More than 95% of our revenue is from contracts that have performance obligations that are satisfied over time. These performance obligations are promises to transfer a series of distinct services to our customer that are substantially the same and which have the same pattern of service (ASC 606-10-25-14(b)). Accordingly, we recognize revenue over time as we perform these services. Where we have variable fees, including penalties, we allocate that revenue to the distinct periods of service to which they relate (ASC 606-10-32-40).

At September 30, 2019, the retainage balance within accounts receivable - unbilled was $11.5 million. Of this amount only one arrangement, with a retainage balance of $80,000, was related to a performance obligation satisfied at a point-in-time.

The contractual terms of our contracts include objective criteria for the assessment of penalties, whether the performance obligations are satisfied over time or at a point in time. As noted, some contracts include retainage balances whereby a specified amount of cash payments are withheld by the customer for a period, to allow the customer to confirm the objective criteria specified by the contract have been met.

We measure the objective criteria around penalties at period end. For performance obligations satisfied over time, we take these measurements into account in evaluating variable fees. For performance obligations satisfied at a point in time, we take these measurements into account in determining whether we have achieved the performance necessary to ensure customer acceptance. In addition, we have enough history for our contracts to accurately identify that the objective criteria have been met.

To facilitate a better understanding of the terms of our contracts, in future filings, we will clarify our language over retainage to explain that the arrangements are in place to allow the customer to confirm the objective criteria laid out by the contract have been met.

If you have any additional questions or require more information, please contact me at 1891 Metro Center Drive, Reston VA 20190, or at 703-251-8500.

Sincerely,

/s/ Richard J. Nadeau

Richard J. Nadeau

Chief Financial Officer and Treasurer

March 3, 2020
Richard J. Nadeau
Chief Financial Officer
MAXIMUS, Inc.
1891 Metro Center Drive
Reston, Virginia 20190
Re:MAXIMUS, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2019
Filed November 26, 2019
File No. 001-12997
Dear Mr. Nadeau:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the fiscal year ended September 30, 2019
Notes to Consolidated Financial Statements
Note 4: Revenue Recognition, page 56
1.We note that certain contracts include retainage balances whereby revenue is earned, but
cash payments are held back by the customer for a period of time, typically to allow for
the customer to evaluate the quality of the performance.  Please explain your analysis
under ASC 606-10-25-30(e) and ASC 606-10-55-85 through 88 in determining that
recognizing revenue for these sales prior to customer acceptance is appropriate.

 FirstName LastNameRichard J. Nadeau
 Comapany NameMAXIMUS, Inc.
 March 3, 2020 Page 2
 FirstName LastName
Richard J. Nadeau
MAXIMUS, Inc.
March 3, 2020
Page 2
              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 Theresa Brillant at 202-551-3307 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
April 26 , 2016

Richard A. Montoni
Chief Executive Officer
MAXIMUS , Inc.
1891 Metro Center
Reston, VA 20190

Re: MAXIMUS, Inc.
 Form 10-K for Fiscal Year Ended September  30, 2015
Filed November 16, 2015
File No. 1-12997

Dear Mr. Montoni :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action  with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsib le for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 a nd all applicable rules require.

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

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April 19, 2016

William H. Thompson

Accounting Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

Washington D.C. 20549

Re:    MAXIMUS, Inc.

Form 10-K for Fiscal Year Ended September 30, 2015

Filed November 16, 2015

File No. 1-12997

Dear Mr. Thompson,

MAXIMUS, Inc. (the "Company," "we," or "us) has received your letter of March 23, 2016 containing comments on the filing referenced above.

We have produced your comments below (underlined) and provided our responses following each comment.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Summary of Consolidated Financial Results

1. Please provide greater transparency of the underlying reasons for your organic growth in revenues and profitability on a consolidated and segment basis for each year presented. Specifically describe in this discussion the drivers of your organic revenue growth (i.e. sales to new customers, increased sales to existing customers, new service and product offerings, and/or pricing).

In future filings, we will revise our discussion of organic revenue and profitability growth to provide additional information regarding the primary reasons for such growth. If appropriate, we will identify the impacts of large, specific contracts, such as the U.K. Health Appeals and Assessments contract (HAAS). We will also provide additional discussion and analysis regarding the anticipated effects of legislation and trends with respect to the type of work within our segments, such as program administration, appeals and assessments work and consulting work.

An example of such prospective disclosure, using our discussion comparing fiscal year 2015 to fiscal year 2014 from our Annual Report on Form 10-K for illustrative purposes, is shown as Appendix 1 to this letter.

2. We note that cost of sales is material to your results and varies between periods as a percentage of revenues but you do not provide a direct discussion and analysis of this line item. Please revise your disclosure to provide a direct comparative discussion and analysis of these costs on a consolidated and segment basis for each year presented in addition to your current disclosure that is in the context of gross profit margin. In doing so, please disclose the material components of which these costs consist. Your disclosure should quantify and analyze the impact of each significant component of cost of sales that caused this line item to materially vary between comparative periods, with explanation of the associated underlying reasons. This disclosure should be presented in a manner to allow investors to discern the relative contribution of each component cited to the total change in cost of sales.

In future filings, we will include more discussion of the organic, acquired and currency impacts of the cost of revenues so readers can better understand the impact on gross profit across periods in a manner consistent to that in which we show movements in revenue.

An example of such prospective disclosure, using our discussion comparing fiscal year 2015 to fiscal year 2014 from our Annual Report on Form 10-K for illustrative purposes, is shown as Appendix 1 to this letter.

3. Please revise your disclosure to provide a comparative discussion and analysis of selling, general and administrative expenses on a consolidated and segment basis for each year presented. Your disclosure should quantify and analyze the impact of each significant component of selling, general and administrative expenses that caused this line item to materially vary between comparative periods, with explanation of the associated underlying reasons.

In future filings, we will include more discussion of movements in our selling, general and administrative (SG&A) expense, including discussion of the input of acquisitions, currency and bonus levels. An example of such prospective disclosure, using our discussion comparing fiscal year 2015 to fiscal year 2014 from our Annual Report on Form 10-K for illustrative purposes, is shown as Appendix 1 to this letter.

Critical Accounting Policies and Estimates, page 33

4. We note your disclosure that changes in cost estimates related to cost-plus pricing arrangements may result in significant changes to revenues. Please revise your disclosure in future filings to discuss how accurate your estimates have been in the past, how much the estimates have changed in the past and whether the estimates are reasonably likely to change in the future, and provide an analysis of the sensitivity of the cost estimates to change based on other outcomes that are reasonably likely to occur and would have a material effect. Further, please provide similar disclosure with respect to performance-based volume estimates to the extent changes in volume estimates are material. Please refer to the Commission Guidance Regarding Management´s Discussion and Analysis of Financial Condition and Results of Operations, Release No 34-48960.

In our future filings, we will include in our analysis in Management's Discussion and Analysis of Financial Condition and Results of Operations a specific discussion of the accuracy of past estimates, changes in estimates which have occurred during the latest period and an analysis of the sensitivity of our cost-plus and performance-based contracts to future adjustments due to changes in estimates that are reasonably likely to occur and would have a significant effect. We will also update our disclosures to provide additional detail on these estimates in a manner similar to that below.

For our cost-plus contracts, our key estimates relate to the allocation of indirect costs. Much of the allocation of indirect costs is based upon defined rules established by the U.S. Federal Government or the relevant contract. While the existence of these rules reduces the risk of a significant error, the allocation of indirect costs is typically audited by the customer, and it usually takes a significant period of time for an audit to be concluded. The iterative process of an audit provides us with information to refine our estimates for open periods. We have not recorded any significant adjustments to our revenue related to changes in such estimates for any of the three years ended September 30, 2015. We are current in our submissions of costs to our relevant regulators. Although audits of past costs remain open for certain years, we believe it is unlikely that a significant adjustment related to prior periods would occur at this time. We believe that the likelihood of a significant adjustment to revenue would be remote.

On some of our performance-related contracts, our per-transaction fees may be higher in earlier years to compensate for anticipated higher costs at the commencement of contract operations. Where the discount in future fees is considered both significant and incremental, we are required to estimate our total future volumes and revenues and allocate an estimated fee to each transaction. We refine our estimates of future volumes quarterly and we recognize these changes as a cumulative catch-up to our revenue.

The sensitivity of the volume estimates in these transactions is driven by the length of the contract, the size of the discounts and the maturity of the contract. In the early periods of contract performance, changes to estimates of future volumes will have a greater effect on future, rather than past, revenues. A contract reaching maturity will generally have less volatility in the estimating process, so revenue volatility will diminish.

Although we had a number of contracts with these terms and conditions during the three-year period ended September 30, 2015, no significant adjustments to revenue were recorded in that period. As of September 30, 2015, many of these contracts have reached or are close to maturity and, accordingly, the likelihood of a significant adjustment has diminished. The only significant remaining contract is a large contract in our U.S. Federal Services Segment which has nine remaining years of operations. Our rate per transaction is currently based upon future projected volumes. If, at September 30, 2015, our estimate of those volumes had increased or decreased by five percent, it would not have resulted in a significant adjustment to revenue and operating profit.

Non-GAAP and other measures, page 35

5. In future filings please describe in greater detail why management believes that the presentation of non-GAAP measures (including free cash flow, adjusted diluted earnings per share, EBITA, Adjusted EBITDA) provides useful information to investors regarding your financial position and results of operations. Please refer to paragraph (1)(i)(C) of item 10(e) of Regulation S-K. Please note that this comment also applies to filings on Form 10-Q and Form 8-K that contain disclosure of non-GAAP financial measures.

In future filings, we will give more detail on how our non-GAAP measures provide useful information to our investors.

We provide free cash flow to complement our statements of cash flows. In order to sustain our cash flows from operations, we require regular refreshing of our fixed assets and technology. We believe that users of our financial statements wish to understand the cash flows that directly correspond with our operations and the investments we must make in those operations using a methodology which combines operating cash flows and capital expenditures. Free cash flow shows the effects of the Company’s operations and routine capital expenditure and excludes the cash flow effects of acquisitions, share repurchases, dividend payments and other financing transactions.

We provide adjusted diluted earnings per share to complement our other disclosures of earnings per share. We believe users of our financial statements benefit from identifying unusual, infrequently-occurring events which were not anticipated within our guidance and which fall outside the operations of the business. Our management uses this measure to set expectations and assess the performance of the Company.

In fiscal year 2015, for the first time, we included measures of EBITA, EBITDA and Adjusted EBITDA. Our Credit Agreement (as defined in the next section) includes the defined term Consolidated EBITDA and our calculation of EBITDA conforms to the Credit Agreement definition. We believe our investors appreciate the opportunity to understand the possible restrictions which arise from our Credit Agreement. EBITDA is also a useful measure of performance which focuses on the cash generating capacity of the business, excluding the non-cash expenses of depreciation and amortization, and makes for easier comparisons between the operating performance of companies with different capital structures by excluding interest expense and therefore the impacts of financing costs. The measure of EBITA is a step in calculating EBITDA and facilitates comparisons to similar businesses as it isolates the amortization effect of business combinations. The only use of the measure of Adjusted EBITDA reflected the effect of a one-time non-cash transaction in fiscal year 2013.

We will provide the explanations above in future filings to provide readers of our financial statements with more detail on what this measure entails and why management believes this measure is meaningful.

Item 8. Financial Statements and Supplementary Data

6. Debt, page 58

6. We note your credit agreement requires you to comply with certain financial covenants and other covenants including a maximum total leverage ratio and a minimum fixed charge coverage ratio. Please tell us whether the credit agreement covenants and/or other provisions of the agreement restrict or limit your ability to pay dividends, and your consideration of providing the disclosures required by Rule 4-08(e)(1) and (2) of Regulation S-X.

Our Amended and Restated Revolving Credit Agreement dated as of March 15, 2013, as amended by the First Amendment thereto dated as of March 9, 2015, and the Second Amendment thereto dated as of October 23, 2015 (the "Credit Agreement") is filed as Exhibit 10.10 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2015. There are no restrictions on the payment of dividends as long as our Leverage Ratio (i.e., the ratio of (i) Consolidated Total Debt (as defined in the Credit Agreement) as of the date of measurement to (ii) Consolidated EBITDA (as defined in the Credit Agreement) for the four consecutive fiscal quarters ending on or immediately prior to such date) does not exceed 2.50 to 1.00 as of the end of any fiscal quarter. As of the fiscal quarter ending September 30, 2015, the Leverage Ratio was 0.63:1.00. Based upon our Consolidated EBITDA at September 30, 2015, we calculate that we could have incurred additional indebtedness in excess of $625 million (to reach a debt balance of approximately $840 million) without triggering any restrictions on dividends.

The net assets of the Company as of September 30, 2015 were $615.7 million. Pursuant to the Virginia Stock Corporation Act, distributions may not be made if a corporation would not be able to pay its debts as they become due in the usual course of business or if the total assets of such corporation would be less than the sum of its total liabilities plus the amount that would be needed, if the business were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution (unless the articles or incorporation permit otherwise).

Accordingly, we believe that neither the provisions of the Credit Agreement nor applicable state law represent a significant restriction to our ability to pay dividends or to the successful future operations of the Company.

In future filings, we will update our disclosure consistent with the following:

“Our Amended and Restated Credit Agreement dated as of March 9, 2015 (Credit Agreement) contains no restrictions on the payment of dividends as long as our Leverage Ratio, as defined in the Credit Agreement, does not exceed 2.5:1. The Leverage Ratio is defined as the ratio of Consolidated Total Debt, as defined, as of any quarter end to Consolidated EBITDA, as defined. As of September 30, 2015, the Leverage Ratio was 0.63:1. Our Consolidated EBITDA at September 30, 2015 was $336.4 million while our consolidated debt was $214.8 million.  Accordingly, we do not believe that the provisions of the Credit Agreement represent a significant restriction to our ability to pay dividends or to the successful future operations of the business.”

XXX

We acknowledge that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing.

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing.

•

 The Company may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

If you have any additional questions or require more information, please contact me at 1891 Metro Center Drive, Reston, Virginia 20190 or at (703) 251-8500.

Sincerely,

/s/ Richard J. Nadeau

Richard J. Nadeau

Chief Financial Officer

Appendix 1

Attached is a discussion comparing fiscal year 2015 to fiscal year 2014, based upon our Annual Report on Form 10-K. To best address your comments, we have elected to update tables and adjust the manner of our discussion and analysis, rather than simply add new words or paragraphs. For ease of review, we have removed sections which do not pertain directly to the comments.

Summary of consolidated results

The following table sets forth, for the fiscal year ends ind

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March 30, 2016

Mr. William H. Thompson

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

MAXIMUS, Inc.

File No. 1-12997

Dear Mr. Thompson:

I am writing with reference to your letter to Richard Montoni of MAXIMUS dated March 23, 2016.  That letter requested our response to certain comments from the SEC on our Form 10-K for the year ended September 30, 2015.  That letter requested our response within ten business days.

We respectfully request an extension of time within which to submit our comments.  MAXIMUS proposes to submit its response to the SEC no later than April 20, 2016.  Thank you for your courtesy in extending our response due date.  Please contact me if you need further information.

Sincerely,

/s/ Richard J. Nadeau

Richard J. Nadeau

Chief Financial Officer

Mail Stop 3561
March 23 , 2016

Richard A. Montoni
Chief Executive Officer
MAXIMUS , Inc.
1891 Metro Center
Reston, VA 20190

Re: MAXIMUS, Inc.
 Form 10-K for Fiscal Year Ended September  30, 2015
Filed November 16, 2015
File No. 1-12997

Dear Mr. Montoni :

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e 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 r esponse.

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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Summary of Consolidated Financial Results

1. Please pr ovide greater transparency of the underlying reasons for your organic growth in
revenues and profitability on a consolidated and segment basis  for each year presented .
Specifically describe in this discussion the drivers of your organic revenue growth (i. e.
sales to new customer s, increased sales to existing customers, new service and produ ct
offerings, and/or pricing).

2. We note that cost of sales is material to your results and varies between periods as a
percentage of revenues but you do not provide a direct discussion and analysis of this line
item.  Please revise your disclosure to provide a direct comparative discussi on and
analysis of these costs on a consolidated and segment basis for each year presented in
addition to your current disclosure that is in the context of gross profit  margin .  In doing

Richard A. Montoni
MAXIMUS, Inc.
March 23 , 2016
Page 2

 so, please disclose the material components of which these costs cons ist.  Your disclosure
should quantify and analyze the impact of each significant component of cost of sales that
caused this line item to materially vary between comparative periods, with explanation of
the associated underlying reasons.  This disclosure s hould be presented in a manner to
allow investors to discern the relative contribution of each component cited to the total
change in cost of sales.

3. Please revise your disclosure to provide a comparative discussion and analysis of selling,
general and a dministrative expenses on a consolidated  and segment basis for each year
presented .  Your disclosure should quantify and analyze the impact of each significant
component of selling, general and administrative expenses that caused this line item to
material ly vary between comparative periods, with explanation of the associated
underlying reasons.

Critical Accounting Policies and Estimates, page 33

4. We note your disclosure that changes in cost estimates related to cost -plus pricing
arrangements may result in significant changes to revenues.  P lease revise your disclosure
in future filings to discuss how accurate your estimates have been in the past, how much
the estimates have changed in the past and whether the estimates are reasonably likely to
change in the future, and provide an analysis of the sensit ivity of the cost estimates  to
change based on other outcomes that are reasonably likely to occur and would have a
material effect. Further, please provide similar disclosure with respect to performance -
based volume estimates to the extent changes in volume estimates are material.  Please
refer to the Commission Guidance Regarding Management´s Discussion and Analysis of
Financial Condition and Results of Operations, Release No 34 -48960.

Non-GAAP and other measures, page 35

5. In future filings please describe in greater detail why management believes that the
presentation of non -GAAP measures (including free cash flow, adjusted diluted earnings
per share, EBITA, Adjusted EBITDA) provides useful information to  investors regarding
your financial position and results of operations.  Please refer to paragraph (1)(i)(C) of
item 10(e) of Regulation S -K.  Please note that this comment also applies to filings on
Form 10 -Q and Form 8 -K that contain disclosure of non -GAAP financial measures.

Item 8. Financial Statements and Supplementary Data

6. Debt, page 58

6. We note your credit agreement requires you to comply with certain financial covenants
and other covenants including a maximum total leverage ratio and a minimum fixed
charge coverage ratio.  Please tell us whether the credit agreement covenants and/or othe r
provisions of the agreement restrict or limit your ability to pay dividends, and your

Richard A. Montoni
MAXIMUS, Inc.
March 23 , 2016
Page 3

 consideration of providing the disclosures required by Rule 4 -08(e)(1) and (2) of
Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Yolanda Guobadia at (202) 551 -3562 or me at (2 02) 551 -3344 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Michael Kennedy  at (202) 551 -3832 or Jennifer Lopez -Molina  at (202) 551 -3792 with
any other questions.

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

September 16, 2013

Via E -mail
Richard A. Montoni
Chief Executive Officer
Maximus, Inc.
1891 Metro Center Drive
Reston, Virginia 20190

Re: Maximus, Inc.
 Form 10-K for Fiscal Year Ended September 30, 2012
Filed November 16, 2012
File No. 1 -12997

Dear Mr. Montoni :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

 William H. T hompson
 Accounting Branch Chief

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MAXIMUS, Inc.

1891 Metro Center Drive

Reston VA 20190

September 4, 2013

William H. Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

Washington DC 20549

MAXIMUS, Inc.

Form 10-K for Fiscal Year Ended September 30, 2012

Filed November 16, 2012

Form 8-K Filed August 13, 2013

Definitive Proxy Statement on Schedule 14A

Filed January 25, 2013

Response dated August 5, 2013

File No. 1-12997

Dear Mr. Thompson,

MAXIMUS, Inc. (the “Company,” “we,” or “us”) has received your letter of August 20, 2013 containing comments on the above referenced filings.

We have reproduced your comments below (underlined) and provided our responses following each comment.

Form 8-K filed August 13, 2013

1.            Please tell us how you have complied with Item 10(e)(1)(i)(b) of Regulation S-K with respect to your disclosure of projected free cash flows for the fiscal year ending September 30, 2013.

In the referenced Form 8-K, we disclose that we “expect cash provided by operating activities from continuing operations to range between $115 million and $135 million. The Company also continues to expect free cash flow from continuing operations to range between $70 million and $90 million.” We further disclose, on a historical basis, a reconciliation showing the difference between cash provided by operating activities from continuing operations and free cash flow from continuing operations. We believe this information is adequate to provide our investors with a clear understanding of this difference, which includes purchases of property and equipment and capitalized software costs.

However, we acknowledge the Staff’s comment regarding the reconciliation of projected free cash flow, a non-GAAP measure, and will disclose further information in future filings. In future projections of free cash flow, we will add a further definition as follows: “The difference between projected operating cash flows from continuing operations and projected free cash flow from continuing operations is the cash outflow related to purchases of property and equipment and capitalized software costs.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 18

Annual Cash Incentives, page 22

2.            We note your response to comment 5 of our letter dated July 15, 2013. Please confirm that you will provide in future filings the information you provide in your response explaining that you do not assign a particular weight to the Company, business unit or individual goals that are associated with each named executive officer’s annual cash incentive award and that all such goals are considered “Code Section 162(m) performance goals” and are established and communicated to the respective named executive officer at the outset of the performance period.

We confirm that we will provide in future filings the information we provided in our response dated August 5, 2013 explaining that we do not assign a particular weight to the Company, business unit or individual goals that are associated with each named executive officer’s annual cash incentive award. We also confirm that we will disclose that the goals are established and communicated to the respective named executive officer at the outset of the performance period.

With respect to Code Section 162(m), as described on p. 22 of our Proxy, the independent members of the Compensation Committee established maximum potential bonuses for each of the named executive officers under Code Section 162(m) based on a percentage of the Company’s EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted to eliminate the effects of the following items: share repurchases, legal settlements and recoveries (including insurance recoveries), discontinued operations gains or losses (including tail liabilities from certain discontinued operations), foreign currency fluctuations and the

effects of mergers or acquisitions.  As explained on p. 23 of the Proxy, the final bonus awards to the named executive officers are dependent on (i) the achievement of the Code Section 162(m) performance goals, (ii) the goals of the officer’s business unit or functional area and (iii) the individual goals, and reflect the contributions and impacts of the officers relative to their responsibilities.  It would not be accurate to say that all of the business unit and individual goals are themselves Code Section 162(m) goals.  However, those business unit and individual goals may factor into the Compensation Committee’s exercise of “negative discretion” under Code Section 162(m) to arrive at the final bonus awards.  We will include that description in future filings.

3.            We note your response to comment 6 of our letter dated July 15, 2013 and your indication that all of the financial goals and some of the strategic goals utilized objective measures. Please confirm that you will provide this disclosure in future filings and revise the disclosure to quantify such amounts.

We confirm that we will provide disclosure of the objective performance goals for the named executive officers in future filings.  As noted in our response dated August 5, 2013, those goals are not evaluated using any sort of mathematical formula.  Rather, performance under the objective goals is evaluated collectively with the subjective goals by the Compensation Committee considering the achievements of the executive as well as providing an incentive for desired behaviors and outcomes in the future.   The actual target levels of the objective goals are guidelines that do not bear a direct formulaic relationship to the ultimate payment.  As such, we do not believe disclosure of the quantitative levels of the objective goals would be required under the guidance provided in Question 118.04 of the SEC’s Compliance & Disclosure Interpretations dated May 17, 2013.  Nevertheless, to the extent any of the performance target levels are determined to be material to the policies or decisions regarding executive officer compensation, we will disclose those levels in future filings provided such disclosure would not result in competitive harm to the Company.

X X X

We acknowledge that:

·                  The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  Staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing;

·                  The Company may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

If you have any additional questions or require more information, please contact me at 1891 Metro Center Drive, Reston VA 20190 or at (703) 251-8500.

Sincerely

/s/David N. Walker

Chief Financial Officer

August 20, 2013

Via E -mail
Richard A. Montoni
Chief Executive Officer
Maximus, Inc.
1891 Metro Center Drive
Reston, Virginia 20190

Re: Maximus, Inc.
 Form 10-K for Fiscal Year Ended September 30, 2012
Filed November 16, 2012
Form 8 -K Filed August 13 , 2013
Definitive Proxy Statement on Schedule 14A
Filed January 25, 2013
Response dated August 5, 2013
File No. 1 -12997

Dear Mr. Montoni :

We have reviewed your response dated August 5, 2013  and have the following additional
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 this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do  not believe our comments apply  to your facts and circumstances or do not
believe an amendment is appr opriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 8 -K filed August 13, 2013

1. Please tell us how you have complied with Item 10(e)(1)(i)(b) of Regulation S -K with
respect to your disclosure of projected free cash flows for the fiscal year ending
September 30, 2013.

Richard A. Montoni
Maximus, Inc.
August 20, 2013
Page 2

 Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 18

Annual  Cash Incentives, page 22

2. We note your response to comment 5 of our letter dated July 15, 2013.    Please confirm
that you will provide in future filings the information you provide in your response
explaining that you do not assign a particular weight to the Company, business unit or
individual goals that are associated with each named executive officer’s annual cash
incentive award and that all such goals are considered “Code Section 162(m)
performance goals” and are established and communicated to the re spective named
executive officer at the outset of the performance period.

3. We note your response to comment 6 of our letter dated July 15, 2013 and your
indication that all of the financial goals and some of the strategic goals utilized objective
measures .  Please confirm that you will provide this disclosure in future filings and revise
the disclosure to quantify such amounts.

You may contact Robyn Manuel, Staff Accountant , at (202) 551 -3823 or me at (202)
551-3344  if you have questions regarding commen ts on the financial statements and related
matters.  Please contact Jennifer Lopez -Molina, Staff Attorney, at (202) 551 -3792 or Mara
Ransom, Assistant Director, at (202) 551 -3720  if you have questions regarding any other
comments.

Sincerely,

 /s/ William H. Thompson

William  H. Thompson
Accounting Branch Chief

CORRESP
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MAXIMUS, Inc.

1891 Metro Center Drive

Reston VA 20190

August 5, 2013

William H. Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

Washington DC 20549

MAXIMUS, Inc.

Form 10-K for Fiscal Year Ended September 30, 2012

Filed November 16, 2012

Form 10-Q for Fiscal Quarter Ended March 31, 2013

Filed May 10, 2013

Form 8-K Filed July 2, 2013

Definitive Proxy Statement on Schedule 14A

Filed January 25, 2013

File No. 1-12997

Dear Mr. Thompson,

MAXIMUS, Inc. (the “Company,” “we,” or “us”) has received your letter of July 15, 2013 containing comments on the above referenced filings.

We have reproduced your comments below (underlined) and provided our responses following each comment.

Form 10-K for Fiscal Year Ended September 30, 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 16

Results of Operations, page 17

1.              Please revise the discussion of consolidated and segment results of operations to include a discussion of either cost of revenue or gross profit or tell us why you believe this would not be significant to the discussion of your results of operations.  Please note that this comment is also applicable to quarterly reports on Form 10-Q.

We do not believe a discussion of gross profit would provide significant additional information to supplement our financial discussions or understand our results of operations, since we believe operating income is the most relevant metric for the reasons discussed below.  We do not use gross profit in operating or controlling the business, or in collating and analyzing its results.  This is due to the nature of our contracts and the structure of our business as discussed below.  In addition, we have not perceived any significant demand from the investment community for such analysis.  Irrespective of our view, in future filings we will add to our Management Discussion and Analysis (MD&A) a dialogue about gross profit and Selling, General and Administrative expense (SG&A) in acknowledgement of the Staff’s comment.

In general, gross profit or gross profit margin is not a metric that we regularly use internally nor is it a metric that our investors and analysts typically focus on.  Rather, our internal presentations, particularly our presentations to the Board of Directors, focus on revenue, operating income and EPS as the measure by which performance is assessed.

The investment community appears to share management’s focus on operating income and the associated margin as the most relevant operating metric. The most recent question we can identify on gross profit and SG&A appears to have been more than two years ago in the February 2011 earnings call and we cannot identify any instances in the current or prior year where participants have focused on gross profit or cost of revenue.  Guidance for earnings provided by management is limited to revenue and earnings per share, reflective of this emphasis on operating income.

As a management team, our focus on operating income reflects, in part, that the Company is a government contractor and has a large percentage of cost-plus business.   In our Form 10-K, Part 1, Item 1, in our discussion about “Our Clients” we communicate that we “typically contract with government clients” and that “25% were cost plus” contracts.  This form of contract means our revenue and gross profit either increase or decrease as SG&A increases or decreases measured over the period of our fiscal year.  Accordingly, a material percentage of our revenue provides a specified operating margin, irrespective of the gross profit margin.   Government contractors are also required to systematically allocate all costs to contracts, which means all our internal reporting, including reports to manage each contract, provide operating income as a key management measure.

Management’s incentive compensation, which is a significant portion of the Company’s cost structure, is tied to pre-bonus operating income.  Bonus expense is distributed to Cost of Revenue or SG&A, depending on the role the employee plays in the Company. Accordingly, a significant element of cost that drives gross profit and SG&A is the operating income itself, rather than the other way around.

The Company primarily provides professional services, so our largest component of cost is compensation for our employees.  We discuss SG&A trends in the MD&A in our Form 10-K.  We note that “selling costs contained in our SG&A relate to business development, including the preparation of bids and proposals.”   Government contract bids can be quite technically complex and require a significant level of effort by our operations staff to develop solutions in response to these proposals.  Normally, this staff charges to Cost of Revenue, but they charge their time to SG&A when working on a proposal.   Spikes that occasionally occur in SG&A caused by a particularly large proposal or concentration of proposals can result in a corresponding increase to gross margin.  As a result, we believe a discussion of operating income is the most meaningful metric since it provides a  complete view of all costs compared to metrics that reflect movements of cost between cost of revenue and SG&A. Therefore, we do not believe that a separate discussion of gross profit or cost of revenue would provide information relevant to an understanding of our results of operations.

Lastly, the Company’s SG&A has not diverged significantly as a percent of revenue and we believe the explanations for revenue and operating income would be the most meaningful metric.  The SG&A as a percentage of revenue for FY2012, 2011, and 2010 was 15.0%, 14.2%, and 14.3%, respectively.   As previously discussed, this SG&A increase trend was explained in our MD&A as “owing to significant business development activity, including the preparation of bids and proposals.”   Similarly, SG&A for the six and three months ended June 30, 2013 was 14.5% and 14.3%, respectively.

2.              In future filings, please expand this section to discuss known material trends and uncertainties that will have, or are reasonably likely to have, a material impact on your revenues or income or result in your liquidity decreasing or increasing in any material way. For example, we note that your most recent Form 10-Q for the quarter ended March 31, 2013 discusses that “[c]ash provided by operating activities from continuing operations for the six months ended March 31, 2013 was $39.5 million, compared with $69.0 million in the same period in fiscal year 2012.” We note that you explain the reason for this decline is due to payment delays. In future filings, please discuss whether you expect that trend to continue. Please provide additional analysis concerning the quality and variability of your earnings and cash flows so that investors can ascertain the likelihood or the extent past performance is indicative of future performance. See Item 303 of Regulation S-K and SEC Release No. 33-8350.

Starting with our next Quarterly Report on Form 10-Q, we will provide additional disclosure of known material trends or uncertainties that are reasonably likely to have a material impact on our revenues or income or result in material changes in liquidity.

Form 10-Q for Fiscal Quarter Ended March 31, 2013

Part 1, Financial Information, page 3

Item 1, Consolidated Financial Statements, page 3

Note 7. Commitments and Contingencies, page 11

Acquired loss-making contract, page 12

3.              We note your disclosure on Form 8-K filed February 26, 2013 that no revenue or direct costs were recognized on this project from the date of acquisition through February 2013. Please explain to us why.

This contract was an arrangement that included both significant production and customization of software as well as postcontract customer support (PCS) for these services.  The Company did not have Vendor Specific Objective Evidence (VSOE) of fair value for any of the elements included in this arrangement, including PCS.

ASC 985-605-25-2 provides that if a software arrangement requires significant production, modification or customization of licensed software, the entire arrangement should be accounted in conformity with ASC 605-35, using the relevant guidance in ASC 985-605-25-88 to 25-107 on applying contract accounting to certain arrangements involving software.

As management did not have VSOE of fair value for any elements of this arrangement and because management was unable to estimate the cost of completing the PCS services included in the arrangement, management deferred revenue as well as the costs associated with the customization effort for this arrangement until PCS services (the final deliverable) commenced.  Consistent with ASC 985-605-25-9, the revenue and associated costs would be recognized ratably over the PCS performance period.  These costs were included within deferred contract costs at September 30, 2012 and represented less than 0.5% of total assets as of this date.

Form 8-K Filed July 2, 2013

4.              Where you provide earnings guidance or other forward-looking information using non-GAAP measures such as adjusted diluted earnings per share, please provide a reconciliation of the differences between the non-GAAP measure and the most comparable financial measure calculated in accordance with GAAP. Refer to Instruction 2 to Item 2.02 of Form 8-K and Item 10(e)(1)(i)(b) of Regulation S-K. Moreover, we note you provided earnings guidance using adjusted diluted earnings per share in the presentation given at the Citi Global Healthcare Conference on February 26, 2013. Please tell us how you have complied with Regulation G as it relates to this public disclosure of a non-GAAP financial measure.

We have consistently used adjusted diluted earnings per share in our communications with investors as we believe that this measure provides a useful basis for assessing the Company’s performance excluding the effect of unusual items.  Such unusual items in recent quarters have included legal and settlement charges, insurance recoveries, acquisition expenses and a large benefit from a terminated contract.  In our earnings guidance and other forward looking information, we do not anticipate adjustments but continue to use the term “adjusted diluted earnings per share” as this is consistent with the terminology we have used with investors in the past.  Thus, no adjustments are necessary to reconcile GAAP in our earnings guidance provided on our current report on Form 8-K filed on July 2, 2013.  While we believe that this is clear from the face of the document, we acknowledge the Staff’s comment and will disclose as appropriate in future filings that no adjustments are anticipated. In the event that no unusual, infrequent events arise during fiscal 2014, there will be no difference between adjusted diluted earnings per share and diluted earnings per share.

With respect to our presentations, we acknowledge the Staff’s comment and will provide a reconciliation of adjusted diluted earnings per share to diluted earnings per share on all such future communications.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 18

Annual Cash Incentives, page 22

5.              We note your disclosure in the first full paragraph at the top of page 23, where you discuss the various factors that you assess for purposes of determining whether an executive officer is eligible to receive an award. It is unclear to us, however, whether you give any particular weight to the various factors you describe here. For example, for Messrs. Montoni and Walker you indicate that their awards are “primarily” based upon the Company’s achievement of the EPS goal and “other important corporate-wide initiatives.” Please tell us how much weight you give to the “other important corporate-wide initiatives.” This comment applies to the different factors you apply to all of the named executive officers.

In determining cash incentive awards, the Company does not formulaically assign a set weighting to the individual goals of the named executive officers.  The awards to Messrs. Montoni and Walker are closely linked to the overall performance of the Company (both as to EPS and other objectives) because their responsibility spans the entire organization.  The awards to the other executive officers are similarly tied to their areas of responsibility — namely the Health Services segment in the case of Mr. Caswell, the Human Services segment in the case of Mr. Piloti, and both the Human Resources function and the Tax Credit and Employer Services division in the case of Mr. Andrekovich.  The Company does not employ a formulaic approach in setting bonus awards.  Rather, as described below, the Compensation Committee uses its judgment in considering both objective and subjective factors.

As set forth on page 22 of the Definitive Proxy Statement on Schedule 14A (“Proxy”), the overall bonus pool is determined based on the Company’s achievement of certain adjusted earnings per share (“EPS”) levels.  The bonus pool for the Company will not be funded unless the Company achieves its threshold earnings goal for the fiscal year (absent the Compensation Committee’s funding of a discretionary pool to reward exceptional contributions by particular employees as described on page 23 of the Proxy).  This structure places the overall goals of the Company ahead of the particular goals of any single segment, functional area or executive officer.  Therefore, the Company’s achievement of its earnings goal is essentially a pre-condition and the primary driver for the funding of the bonus pool and the award of cash incentives to the named executive officers.  We believe this structure best aligns management incentives with shareholder interests.

Assuming the Company meets its EPS goal to fund the bonus pool, the amounts of the individual awards are based on a combination of individual performance and business unit/functional area performance.  The starting point for the executive officers’ cash incentives will be based on the target percentages set forth on page 23 of the Proxy and generally may range from 50% to 150% of such target amounts depending on the level of EPS performance as described on page 23 of the Proxy.  However, no amount of bonus is guaranteed and the final amount may be higher or lower than the stated percentage or that range based on the Compensation Committee’s assessment.

At the beginning of the fiscal year, each executive officer’s individual goals are reviewed with and approved by the Chief Executive Officer in the case of Messrs. Andrekovich, Caswell, Piloti and Walker and by the Chairman of the Board and the Chair of the Compensation Committee in the case of Mr. Montoni.

At the conclusion of the fiscal year, each executive participates in an evaluation with the Chief Executive Officer (or the Chairman of the Board and the Chair of the Compensation Committee in the case of Mr. Montoni).  Each goal is assessed as “met expectations,” “above expectations” or “below expectations.”  In addition, the evaluation considers personal competencies and behavioral elements including leadership skills, subject matter expertise, teamwork, development of subordinates and integrity.

In the case of the executives other than the Chief Executive Officer, a summary of the executive evaluations is presented to the Compensation Committee together with the Chief Executive Officer’s recommendations for their annual cash incentive awards.  The Chairman of the Board and the Chair of the Compensation Committee present their evaluation of the Chief Executive Officer to the Compensation Committee.  The Chief Executive Officer does not make a recommendation for his own cash incentive award.  The Compensation Committee does not assign a particular weighting to the s

CORRESP
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MAXIMUS

1891 Metro Center Drive

Reston VA 20190

July 16, 2013

Mr. William H. Thompson

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:                             MAXIMUS, Inc.

File No. 1-12997

Dear Mr. Thompson:

I am writing with reference to your letter to Richard Montoni of MAXIMUS dated July 15, 2013.  That letter requested our response to certain comments from the SEC on our Form 10-K for the year ended September 30, 2012, our Form 10-Q for the quarter ended March 31, 2013, a Form 8-K dated July 2, 2013 and our Definitive Proxy Statement on Schedule 14A filed on January 25, 2013.  That letter requested our response within ten business days.

We respectfully request an extension of time within which to submit our comments.  MAXIMUS proposes to submit its response to the SEC no later than August 5, 2013.  Thank you for your courtesy in extending our response due date.  Please contact me if you need further information.

Sincerely,

/s/   David N. Walker

David   N. Walker

Chief   Financial Officer and Treasurer

July 15 , 2013

Via E -mail
Richard A. Montoni
Chief Executive Officer
Maximus , Inc.
1891 Metro Center Drive
Reston, Virginia 20190

Re: Maximus , Inc.
 Form 10-K for Fis cal Year Ended September 30, 2012
Filed November 16 , 2012
Form 10 -Q for Fiscal Quarter Ended March 31, 2013
Filed May 10, 2013
Form 8 -K Filed July  2, 2013
Definitive Proxy Statement on Schedule 14A
Filed January 25, 2013
File No. 1 -12997

Dear Mr. Montoni :

We have reviewed your filing s 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 this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your r esponse.

After reviewing any amendment s to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended September 30, 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
16

Results of Operations, page 17

1. Please revise the discussion of consolidated and segment results of operations to include
a discussion of either cost of revenue or gross profit or tell us why you believe this would

Richard A. Montoni
Maximus , Inc.
July 1 5, 2013
Page 2

 not be significant to the discussion of your results of operations.  Please note that this
comment is also applicable to quarterly reports on Form 10 -Q.

2. In future filings,  please expand this section to discuss known material trends and
uncertainties that will have, or are reasonably likely to have, a material impact on your
revenues or income or result in your liquidity decreasing or increasing in any  material
way.  For exam ple, we note that your most recent Form 10 -Q for the quarter ended March
31, 2013 discusses that “[c]ash provided by operating activities from continuing
operations for the six months ended March  31, 2013 was $39.5  million, compared with
$69.0  million in t he same period in fiscal year 2012.”   We note that you explain the
reason for this decline is due to payment delays.  In future filings, please discuss whether
you expect that trend to continue.  Please provide additional analysis concerning the
quality and variability of your earnings and cash flows so that investors can ascertain the
likelihood o r the extent past performance is indicative of future performance.   See Item
303 of Regulation S -K and SEC Release No. 33 -8350.

Form 10 -Q for Fiscal Quarter Ended M arch 31, 2013

Part I.  Financial Information, page 3

Item 1.  Consolidated Financial Statements, page F -3

Note 7. Commitments and Contingencies, page 11

Acquired loss -making contract, page 12

3. We note your disclosure on Form 8 -K filed February 26, 2013 that no revenue or direct
costs were recognized on this project from the date of acquisition through February 2013.
Please explain to us why.

Form 8 -K Filed July 2, 2013

4. Where you provide earnings guidance or other forward -looking information using  non-
GAAP measures such as adjusted diluted earnings per share, please provide a
reconciliation of the differences between the non -GAAP measure and the most
comparable financial measure calculated in accordance with GAAP.  Refer to Instruction
2 to Item 2. 02 of Form 8 -K and Item 10(e)(1)(i)(b) of Regulation S -K.  Moreover, we
note you provided earnings guidance using adjusted diluted earnings per share in the
presentation given at the Citi Global Healthcare Conference on February 26, 2013.
Please tell us h ow you have complied with Regulation G as it relates to this public
disclosure of a non -GAAP financial measure.

Richard A. Montoni
Maximus , Inc.
July 1 5, 2013
Page 3

 Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 18

Annual Cash Incentives, page 22

5. We note your disclosure in the first full paragraph at the top of page 23, where you
discuss the various factors that you assess for purposes of determining whether an
executive officer is eligible to receive an award.   It is unclear to us, however, whethe r
you give any particular weight to the various factors you describe here.   For example, for
Messrs. Montoni and Walker you indicate that their awards are “primarily” based upon
the Company’s achievement of the EPS goal and “other important corporate -wide
initiatives.”   Please tell us how much weight you give to the “other important corporate -
wide initiatives.”   This comment applies to the different factors you apply to all of the
named executive officers.

6. Also, please help us understand how you assess ac hievement of the non -EPS factors that
you discuss here by elaborating upon the description you provide and clarifying whether
your assessment is based upon objective or subjective measures of performance.   For
example, please explain how you assess the “fi nancial and strategic performance of
the[ir] respective business units…” applicable to Messrs. Caswell, Piloti, and
Andrekovich, with a view to helping us understand what performance goals you
communicated to your named executive officers at the outset of the fiscal year and how
you assessed whether such goals were met or, in this year’s case, exceeded.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the informati on the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclos ures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the f ederal securities laws of the United States.

You may contact  Robyn Manuel , Staff Accountant , at (202) 551 -3823  or me at (202)
551-3344  if you have questions regarding comments on the financial statements and related

Richard A. Montoni
Maximus , Inc.
July 1 5, 2013
Page 4

 matters.  Please contact Jennifer Lopez -Molina, Staff Attorney, at (202) 551 -3792 or Mara
Ransom, Assistant Director, at (202) 551 -3264 if you have questions regarding any other
comments.

Sincerely,

 /s/ William H. Thompson

William H. hompson
Accounting Branch Chief

June 4,  2012

Via E-mail
Richard A. Montoni
Chief Executive  Officer
Maximus, Inc.
11419 Sunset Hills Road
Reston, VA  20190

Re: Maximus, Inc.
 Form 10 -K for Fiscal Year Ended September 30, 2011
Filed November 14 , 2011
 File No. 1-12997

Dear Mr. Montoni :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action  with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsib le for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

       Sincerely,

       /s/ William H. Thompson

        William H. Thompson
        Accounting Branch Chief

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MAXIMUS

11419 Sunset Hills Road

Reston VA 20190

William H. Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

Washington DC 20549

May 18, 2012

Re:                               MAXIMUS, Inc.

Form 10-K for Fiscal Year Ended September 30, 2011

Filed November 14, 2011

Form 8-K

Filed February 6, 2012

File No. 1-12997

Dear Mr. Thompson,

MAXIMUS, Inc. (the “Company,” “we,” or “us”) has received your letter of April 20, 2012 containing comments on the above referenced filings.  In response to your letter, we acknowledge that:

·                  The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  Staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing;

·                  The Company may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

We have reproduced your comments below (underlined) and provided our responses following each comment.

1

Form 10-K for Fiscal Year Ended September 30, 2011

Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations:

1.                                       We note your disclosure in Note 18 on page 49 that undistributed earnings of foreign subsidiaries are indefinitely reinvested in the operations of such subsidiaries. We also note your disclosure that 60% of cash and cash equivalents are held in overseas locations, and accordingly, there may be adverse tax consequences on its use in the United States. Please revise your disclosure to clarify, if true, that the Company would need to accrue and pay taxes if this cash is repatriated and the Company does not intend to repatriate the funds. Refer to Item 303(a)(1) of Regulation S-K.

We agree with the Staff’s comment and, in future filings, we will clarify that the Company would need to accrue and pay income taxes in the United States if the undistributed earnings of our foreign subsidiaries are repatriated, but that the Company does not intend to repatriate the funds.

Note 1. Business and Summary of Significant Accounting Policies

2.                                       Please tell us your consideration of providing accounting policy disclosure regarding leases, including your accounting for escalation clauses based upon the operating cost of the facility and the consumer price index. Please also tell us your consideration of disclosing the amount of contingent rentals each period pursuant to ASC 840-20-50-1.

Any rent abatements or fixed escalations are included in the computation of our lease expense calculated on a straight line over the lease term. Where rent escalations are based upon CPI, we recognize rent expense on a straight line assuming the CPI rate in place at the inception of the lease. Increases or decreases in lease payments that result from subsequent changes in the index are contingent rentals and thus affect the determination of income as accruable.  The amount of contingent rentals in our leases is not material to our financial statements.

For the year ended September 30, 2011, the Company’s rent expense was $32.0 million, comprising $31.5 million of minimum rental expense and $0.5 million of contingent rental charges.  The Company has no sublease rental income.

We will add a leases policy note in all future annual filings.

2

Note 1. Business and Summary of Significant Accounting Policies

3.                                       We note your disclosure that for certain fixed-price contracts, you recognize revenue based on costs incurred using estimates of total expected contract revenue and costs to be incurred. Please tell us the basis in GAAP for your accounting with reference to the specific provisions in GAAP upon which you relied. Based on your disclosure, it appears you are applying the percentage-of-completion method of revenue recognition as described in ASC 605-35. If this is the case, please be sure to address in your response why you believe your long-term service contracts are within the scope of the guidance in ASC 605-35 applicable to Construction-Type and Production-Type Contracts.

In footnote 1(d), we disclose that for certain fixed-price contracts, primarily systems design, development and implementation, we recognize revenue based on costs incurred using estimates of total expected contract revenue and costs to be incurred.  This is the application of the percentage of completion method as described in ASC 605-35.  In this paragraph, we are referring to work we do related to the installation of case management solutions. This work requires significant customization of software systems to meet specific client requirements. In our opinion, such contracts are within the scope of the guidance in ASC 985-605-25 applicable to Construction-Type and Production-Type Contracts, which requires the arrangement to be accounted for in conformity with ASC 605-35 using the relevant guidance in ASC 985-605-25-88 through 25-107.

In the year ended September 30, 2011, the Company recognized approximately $13 million in revenue using the percentage of completion method.

In future filings, we will disclose that we are applying this methodology.

4.                                       As it relates to your accounting for contracts with multiple deliverables, please tell us how your policy of allocating arrangement consideration to deliverables based on relative fair values is consistent with the guidance in ASC 605-25-30-2 through 30-5. Please also tell us your consideration of providing all of the disclosures listed in ASC 605-25-50-2 for each similar type of multiple element arrangement.

The Company’s contracts typically consist of providing comprehensive solutions to customers.  These contracts typically provide a single deliverable or multiple deliverables that do not meet the criteria for separation.  Although the Company has entered into a small number of multiple element arrangements, these arrangements are typically short in duration and immaterial to the Company.

In the event that there are multiple elements in our arrangements, the allocation of arrangement consideration to elements is done using the relative selling price method, in which the individual elements in the arrangement are valued using a “best estimate of selling price” and receive a proportionate share of the allocable arrangement consideration. In future filings, we will revise our disclosures to reflect that revenue is allocated using the relative selling price method.  In the event that we enter into significant arrangements, we will include all the relevant details, including the nature of the arrangement, the significant deliverables, the timing of the deliverables, as well as the application and assumptions related to the allocation of revenue using the relative selling price method, and the other requirements of ASC 605-25-50-2.

3

Note 4. Earnings Per Share

5.                                       Based on your disclosures in note 15, we understand that holders of restricted stock units receive dividend equivalent payments. Please clarify whether the unvested restricted shares contain nonforfeitable rights to dividend equivalent payments. If so, please tell us how your basic and diluted per share computations are consistent with the two-class method described in ASC 260-10-45-60B.

Our unvested restricted shares do not receive nonforfeitable rights to dividend equivalent payments. In the event an unvested award is forfeited, the dividend equivalents received by the holder with respect to that award are also forfeited. In future filings, we will clarify this in our disclosures.

Item 9A. Controls and Procedures: Evaluation of Disclosure Controls and Procedures

6.                                       We note that your description of disclosure controls and procedures in the second sentence under this subheading does not conform to the definition set forth in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Please revise your disclosure to either describe your controls and procedures using the full definition set forth in the applicable rules or simply omit the definition and refer to the applicable rules. Also, please tell us whether management’s conclusion regarding effectiveness as of September 30, 2011 is based on the full definition of disclosure controls and procedures.

In the Company’s Form 10-Q for the quarter ended March 31, 2012, the Company revised its disclosure to provide the following:

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures were effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

We are reaffirming that management’s conclusions over the effectiveness of controls at September 30, 2011 was based upon the full definition of the disclosure controls and procedures as noted above.

We will reflect the full definition of disclosure controls and procedures in future filings.

4

Form 8-K Filed February 6, 2012:

Exhibit 99.1

7.                                       We note your disclosure of the non-GAAP measures of free cash flow and projected adjusted diluted earnings per share. Please note that Instruction 2 to Item 2.02 of Form 8-K requires that when furnishing information under this item you must provide all the disclosures required by 10(e)(1)(i) of Regulation S-K, including a reconciliation to the directly comparable GAAP measure for each non-GAAP measure presented and explain why you believe the measures provide useful information to investors regarding your financial condition and results of operations. Please revise accordingly.

In future filings, with respect to free cash flows from continuing operations, we shall include a reconciliation to cash flows from operating activities and explain why we believe the measure is of use to our investors.

We believe the measure of free cash flows from operations is a useful basis for investors to compare our performance across periods or across our competitors. Free cash flows show the effects of the Company’s operations and routine capital expenditure and exclude the cash flow effects of acquisitions, share repurchases, dividend payments and other financing transactions.

In future filings, with respect to adjusted diluted earnings per share, we shall explain why we believe the measure is of use to our investors.

The Company has historically used adjusted diluted earnings per share to reflect the effect of factors which may have an unusual effect on our financial results.  We believe the measure of adjusted diluted earnings per share provides a framework for assessing how the business performed, or is expected to perform, excluding the effects of legal and settlement expenses and recoveries and other unusual items or events which are not considered indicative of normal, ongoing operations.

We shall update this information in future filings.

Sincerely

/s/   David N. Walker

David   N. Walker

Chief   Financial Officer

5

CORRESP
1
filename1.htm

April 23, 2012

Mr. William H. Thompson

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

MAXIMUS, Inc.

File   No. 1-12997

Dear Mr. Thompson:

I am writing with reference to your letter to Richard Montoni of MAXIMUS dated April 20, 2012.  That letter requested our response to certain comments from the SEC on our Form 10-K for the year ended September 30, 2011 and a Form 8-K dated February 6, 2012.  That letter requested our response within ten business days.

We respectfully request an extension of time within which to submit our comments.  MAXIMUS proposes to submit its response to the SEC no later than May 18, 2012. Based on my conversation today with Yolanda Guobadia, I understand that this is acceptable. Thank you for your courtesy in extending our response due date.  Please contact me if you need further information.

Sincerely,

/s/Dominic   A. Corley

Dominic   A. Corley

Director   Finance and Accounting

April 20, 2012
 Via E-mail

Richard A. Montoni Chief Executive Officer Maximus, Inc. 11419 Sunset Hills Road  Reston, VA  20190
Re: Maximus, Inc.
 Form 10-K for Fiscal Ye ar Ended September 30, 2011
Filed November 14, 2011
 Form 8-K  Filed February 6, 2012
File No. 1-12997

Dear Mr. Montoni:
 We have reviewed your filings 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 this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for Fiscal Year Ended September 30, 2011

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
17
 1. We note your disclosure in Note 18 on page  49 that undistributed earnings of foreign
subsidiaries are indefinitely reinvested in th e operations of such subsidiaries.  We also
note your disclosure that approximately 60% of cash and cash equivalents are held in
overseas locations, and accordingly, there may be  adverse tax consequences on its use in
the United States.  Please revise your disclosu re to clarify, if true, that the Company
would need to accrue and pay taxes if this cash is repatr iated and the Company does not
intend to repatriate the funds.  Refer to  Item 303(a)(1) of Regulation S-K.

Richard A. Montoni Maximus, Inc. April 20, 2012 Page 2

 Notes to Consolidated Financial Statements, page 34

Note 1. Business and Summary of Signi ficant Accounting Policies, page 34
 2. Please tell us your consideration of provi ding accounting policy disclosure regarding
leases, including your accounting for escalati on clauses based upon the operating cost of
the facility and the consumer price index.  Please also tell us your consideration of
disclosing the amount of contingent rental s each period pursuant to ASC 840-20-50-1.
 (d) Revenue Recognition, page 34

3. We note your disclosure that for certain fi xed-price contracts, you recognize revenue
based on costs incurred using estimates of total expected contract reve nue and costs to be
incurred.  Please tell us the basis in GAAP for your accounting with  reference to the
specific provisions in GAAP upon which you relie d.  Based on your disclosure, it appears
you are applying the percentage-of-comple tion method of revenue recognition as
described in ASC 605-35.  If th is is the case, please be sure  to address in your response
why you believe your long-term service contract s are within the scope of the guidance in
ASC 605-35 applicable to Construction-Type and Produc tion-Type Contracts.
 4. As it relates to your accounting for contracts with multiple deliverables, please tell us
how your policy of allocating arrangement cons ideration to deliverables based on relative
fair values is consistent with the guidan ce in ASC 605-25-30-2 through 30-5.  Please also
tell us your consideration of  providing all of the disclosu res listed in ASC 605-25-50-2
for each similar type of multiple element arrangement.
 Note 4. Earnings Per Share, page 39

 5. Based on your disclosures in note 15, we understa nd that holders of restricted stock units
receive dividend equivalent payments.  Pleas e clarify whether the unvested restricted
shares contain nonforfeitable ri ghts to dividend equivalent paym ents.  If so, please tell us
how your basic and diluted per share computa tions are consistent with the two-class
method described in ASC 260-10-45-60B.
 Item 9A.  Controls a nd Procedures, page 54

Evaluation of Disclosure Cont rols and Procedures, page 54
 6. We note that your description of disclosure  controls and procedures in the second
sentence under this subheadi ng does not conform to the definition set forth in Rules 13a-
15(e) and 15d-15(e) of the Exchange Act.  Pleas e revise your disclosure  to either describe
your controls and procedures using the full defi nition set forth in the applicable rules or
simply omit the definition and refer to the applicable rules.  Also, please tell us whether management’s conclusion regarding effec tiveness as of September 30, 2011 is based on
the full definition of disclosure  controls and procedures.

Richard A. Montoni Maximus, Inc. April 20, 2012 Page 3

Form 8-K Filed February 6, 2012

 Exhibit 99.1

 7. We note your disclosure of the non-GAAP meas ures of free cash flow and projected
adjusted diluted earnings per share.  Please no te that Instruction 2 to Item 2.02 of Form 8-
K requires that when furnishing informati on under this item you must provide all the
disclosures required by 10(e)(1)( i) of Regulation S-K, incl uding a reconciliation to the
directly comparable GAAP measure for each  non-GAAP measure presented and explain
why you believe the measures provide useful information to investors regarding your
financial condition and results of operati ons.  Please revise accordingly.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

 the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
 You may contact Yolanda Guobadia, Sta ff Accountant, at (202) 551-3562 or Robyn
Manuel, Staff Accountant, at (202) 551-3823 if you have questions  regarding our comments.
Please contact me at (202) 551-3344 with any other questions.
        S i n c e r e l y ,          /s/ William H. Thompson
        William H. Thompson         A c c o u n t i n g  B r a n c h  C h i e f

August 19, 2010

 Mr. David N. Walker Chief Financial Officer  Maximus, Inc. 11419 Sunset Hills Road Reston, VA  20190

Re: Maximus, Inc.
Form 10-K for the fiscal year ended September 30, 2009
File No. 1-12997

Dear Mr. Walker:

We have completed our review of the above  referenced filing and have no further
comments at this time.
         S i n c e r e l y ,
   Jennifer Monick Senior Staff Accountant

CORRESP
1
filename1.htm

MAXIMUS

11419 Sunset Hills Road

Reston VA 20190

July 29, 2010

United
States Securities and Exchange Commission

Division of
Corporate Finance — Mail Stop 3010

Washington
DC 20549

Dear
Ms. Monick,

In response
to a telephone call from Howard Efron, we have been asked to provide further
examples of analysts’ reports from fiscal year 2008, focusing on the unusual
and infrequent events which occurred in that year and the charge of $2.2
million disclosed and recorded in the first quarter of that year.

In addition,
we acknowledge that:

·                  The Company
is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  Staff
comments or changes to disclosure in response to staff comments do not
foreclose the Securities and Exchange Commission from taking any action with
respect to the filing;

·                  The Company
may not assert staff comments as a defense in any proceeding initiated by the
Securities and Exchange Commission or any person under the federal securities
laws of the United States.

There were
no significant, unusual events during the first quarter of fiscal year 2008.

However,
during the quarter, the Company did record a pre-tax charge of $2.2 million
($1.3 million after tax) reflecting the correction of an understatement of
stock compensation expense in 2006 and 2007.
As previously noted in our letter of June 18, 2010, this item was
mentioned in our earnings call and was the subject of questions at the time.

Following
the call, reports were prepared by a number of analysts, including the following:

·                  CJS
Securities, whose report is included in Appendix 1.  This report mentions the $2.2 million charge
on page 1, “normalizing” EPS for the effect of the charge.  In addition, there is no evidence that CJS
Securities considered the charge so significant that it affected their
understanding of the Company’s results in any of the years between 2006 and
2008.

1

·                  Jefferies &
Co (Appendix 2).  This report mentions
the charge on page 1 and summarizes it (along with a temporary increase in
tax rates) as “transitory”.  The charge
is excluded in preparing a pro forma calculation of EPS.

·                  UBS and GARP
Research & Securities published reports, but did not mention the
charge.  The GARP report is included at
Appendix 3.

The Company
recorded some legal expenses in the second and third quarter and a gain on sale
of a building in the third quarter.
However, the most significant unusual events occurred in the fourth
quarter, where the Company recorded a $7.5 million pre-tax ($4.6 million
after-tax) goodwill impairment charge and a $37.5 million pre-tax ($23.2
million after-tax) legal and settlement charge related to the settlement with
Accenture over the Texas subcontract.

At the time
of the Company’s initial earnings call on November 13, 2008, the details
of the legal settlement were not known.
However, all analysts’ reports focused either on EBITDA (excluding the
impairment charge) or “pro forma” results with the impairment charge reversed
out.  We believe this is significant
evidence that the analysts are focused on adjusted income.  For example, in Appendix 4 we have included
the report of Stifel Nicolaus.  We note
that:

·                  The report
acknowledges the goodwill impairment charge on page 2;

·                  The report
prepares an analysis of fourth quarter EBIT margin, which excludes goodwill
impairment and legal expenses.

Following
settlement of the Accenture matter, Stifel Nicolaus released a follow-up note
on December 15 ,2008, included as Appendix 5.  This note focuses on the legal and settlement
charge, in itself a reflection of the nature of this charge to the analyst
community.  As well as analyses similar
to those performed in the previous note, this report also includes a section called
“FY08 EPS Restated From Prior Periods” which mentions pro forma EPS of $0.71
for the quarter and $2.83 for the fiscal year.
These pro forma numbers are consistent with those used by the Company in
its press release of December 12, 2008 and include adjustments for legal
and settlement expense, goodwill impairment and the sale of the building.

It remains
our opinion that the error in stock compensation expense is immaterial to the
Company both in the aggregate and within each year affected.  This is based upon the magnitude of the
adjustment, the nature of the charge and the comprehensive disclosure of the
correction by management in the Company’s Form 10-Q in the first quarter
of 2008.  We feel that the review of the
analyst reports in 2008 confirms this view as:

·                  The focus of
the analysts appears to be on an earnings figure adjusted for unusual events,
such as the legal and settlement charge or the goodwill impairment.  As a consequence, any adjustments must be
viewed in the context of a net income based upon a larger earnings figure than
that recorded under GAAP;

2

·                  Unlike the
goodwill impairment or legal and settlement expense, which are greater in scale
and significance to the Company, analysts did not place a significant amount of
interest in the stock-compensation correction, with some analysts omitting
mention of it entirely.

·                  We are not
aware of any shareholder viewing the correction of the error as a materially
misleading adjustment, notwithstanding the disclosure of the adjustment in the
financial statements, earnings call and certain of the analyst reports.

Please do
not hesitate to contact us if you need further information or clarification.

Sincerely

  /s/ David
  N. Walker

  David N.
  Walker

  Chief Financial Officer

3

Appendix 1

CJS SECURITIES

50 MAIN ST

WHITE PLAINS

NY 10606

Telephone

(914)
287-7600

  MAXIMUS

  MARKET OUTPERFORM

  FEBRUARY 7, 2008

  (MMS-$39.91:NYSE)

  P-TARGET:$49

COMPANY UPDATE

·                  GOOD START TO THE YEAR,  EPS EX-CHARGE $0.07 BETTER THAN EXPECTED

·                  STRONG MARGINS IN OPERATIONS
SEG. MORE THAN OFFSET WEAK SYSTEMS

·                  ECONOMIC
DOWNTURN NOT EXPECTED TO IMPACT CO. AS EVIDENCED BY GROWING BACKLOG

·                 EPS GUIDANCE RAISED TO
ACCOUNT FOR BUYBACK ACCRETION

·                 RAISING FY09 ESTIMATES, REITERATE  MKT. OUTPERFORM RATING

The core operations business
continues to drive solid results at MAXIMUS making up for poor results in its
systems segment. Overall top line sales of 202mm were 1mm shy of our model for
FQ1 08 but again can be attributed to the troubled systems unit which was over
2mm below our estimate.  Operating
margins were 90bps better than expected as the operations unit delivered nearly
300bps higher profitability. Consulting was 80bps above our model and Systems
showed a loss of $3mm vs our just above break even expectation. The company has
struggled to turn this unit around as it appears software development costs
have been mounting and a couple of contracts may be operating at a loss. While
MMS tries to rework these contracts this segment remains a drag on earnings,
masking the strong performance of its core health and human services business
and it now appears that systems will not be profitable this year. Despite this
the other businesses are more than making up for this shortfall and we are
maintaining our prior estimates for the year.

Excluding a $2.2mm charge
for the forfeiture of options EPS would have been approximately $0.07 better
than our estimate. Cash flow from operations was strong at $20.8mm and FCF was
$16.7mm.  The company has done an excellent
job focusing on reducing DSOs, which were 77 days in the quarter within the
targeted 75-85 day range. Guidance for FY08 CFFO remains at $50-60mm with FCF
expected to be $30-40mm. Overall guidance for sales remains unchanged at $850mm
to $880mm but EPS guidance is now higher at $2.60 to $2.85 (was $2.40 to $2.65

  Financial
  Metrics

  GAAP
  Earnings Per Share

  Current Price

  $35.82

  Cash $(MM)

  $62

  FY (Sep)

  2008e

  was

  2009e

  was

  52 Week Range

  $26.65 - $48.33

  Total Debt $(MM)

  $0

  Q1 Dec

  $0.51 a

  $0.50

  Shares Out FD (MM)

  19.0

  Net Debt/Cap

  0%

  Q2 Mar

  $0.62

  Float (MM)

  19

  Return on Equity

  -2%

  Q3 Jun

  $0.78

  Average Daily Vol.

  405 K

  Est. 3-5 yr Rev growth

  10-15%

  Q4 Sep

  $0.85

  Market Cap ($MM)

  $681

  Est. 3-5 yr EPS growth

  13-17%

  Year

  $2.75

  $3.30

  $3.15

  Enterprise Value ($MM)

  $618

  Dividend Yield

  1%

  P/E

  13.0X

  10.9X

  Mgmt/Director Ownership

  1.6%

  Book Value per Share

  $18.49

  EV/ EBITDA

  27.7 X

  5.5X

  Charles Strauzer

  cstrauzer@cjs-securities.com

  PLEASE
  REFER TO THE LAST PAGE OF THIS REPORT FOR IMPORTANT DISCLOSURES, ANALYST
  CERTIFICATION AND PRICE CHART.

but excluded the buyback)
given the previously announced $150mm accelerated share repurchase and will
likely net more shares given the lower share price.

Backlog continues to grow
even though there are some investors who may have the perception that a tough
economic climate will impact MMS.  The
total pipeline now stands at $1.5bln vs. 1.3bln in FY07. There are several
reasons we believe MMS can weather a challenging economic environment;

·                  60% of its
business are BPO type services which are typically driven and funded by the
federal government,

·                  States tend to
outsource more in tougher budgetary environments to try and save money,

·                  Focus of
services on cost reductions and efficiencies, which is appealing to its
customer base during tougher times,

·                  Privatization
services typically are attractive during tighter fiscal cycles because MMS can
do the same job as government more efficiently and often with less expense.

·                  Lastly case
loads usually increase in more difficult times, as there are more people in
need of help increasing the need for the work performed by MMS.

We are maintaining our FY 08
estimates but raising our FY 09 EPS for continued progress in growing its core
operations margins. Our $49 valuation is based on 8X our FY08E EBITDA (below
takeout multiples and inline with comparable public company valuations).      If MMS can rid themselves of unprofitable
businesses it would help further expand margins and could use cash proceeds
received to further enhance value. Accordingly, we reiterate our market
outperform rating.

MAXIMUS

Actual
vs. Estimates for Q1 12/07e (in MMs except EPS)

  Year
  Ago Actual

  Current
  Quarter Actual

  Current
  Q Estimate

  Better/

  Q1
  12/06

  %
  Revs

  Q1
  12/07

  %
  Revs

  Y/Y

  Q1
  12/07e

  %
  Revs

  (Worse)

  Segment
  Revenues

  Consulting

  24.7

  15.3

  %

  22.2

  11.0

  %

  -10.1

  %

  22.2

  10.9

  %

  -0.2

  %

  Systems

  34.5

  21.4

  %

  34.0

  16.8

  %

  -1.6

  %

  36.3

  17.8

  %

  -6.3

  %

  Operations

  101.9

  63.3

  %

  145.8

  72.2

  %

  43.0

  %

  144.8

  71.2

  %

  0.7

  %

  Total
  Revenue

  161.1

  100.0

  %

  202.0

  100.0

  %

  25.3

  %

  203.2

  100.0

  %

  -0.6

  %

  Income
  from Operations

  Consulting

  2.8

  11.4

  %

  1.2

  5.2

  %

  -59.1

  %

  1.0

  4.4

  %

  16.8

  %

  Systems

  (1.6

  )

  -4.6

  %

  (3.1

  )

  -9.2

  %

  96.7

  %

  0.6

  1.5

  %

  -661.9

  %

  Operations

  (16.0

  )

  -15.7

  %

  18.7

  12.8

  %

  -216.8

  %

  12.8

  8.9

  %

  46.0

  %

  Consolidating
  Adjustments

  0.5

  (0.2

  )

  -151.0

  %

  0.5

  -146.0

  %

  Total
  Income from Operations

  (14.4

  )

  -8.9

  %

  16.5

  8.2

  %

  -214.9

  %

  14.9

  7.3

  %

  11.0

  %

  Gross
  Profit

  20.3

  12.6

  %

  52.8

  26.1

  %

  160.2

  %

  51.5

  25.3

  %

  2.5

  %

  Selling,
  General & Administrative

  (34.7

  )

  -21.5

  %

  (36.3

  )

  -18.0

  %

  4.6

  %

  (36.6

  )

  -18.0

  %

  0.9

  %

  EBIT

  (17.4

  )

  -10.8

  %

  16.5

  8.2

  %

  NM

  14.9

  7.3

  %

  11.0

  %

  Interest
  Income

  1.6

  1.0

  %

  1.5

  0.7

  %

  -6.9

  %

  0.3

  0.1

  %

  400.3

  %

  Pretax
  Income

  (15.8

  )

  -9.8

  %

  18.0

  8.9

  %

  NM

  15.2

  7.5

  %

  18.7

  %

  Taxes

  5.8

  3.6

  %

  (7.4

  )

  -3.7

  %

  NM

  (5.9

  )

  -2.9

  %

  -20.1

  %

  Tax Rate

  36.9

  %

  NA

  41.1

  %

  NA

  4.2

  %

  39.0

  %

  NA

  -2.1

  %

  Net
  Income

  $

  (9.9

  )

  -6.2

  %

  $

  10.6

  5.3

  %

  NM

  $

  9.3

  4.6

  %

  14.5

  %

  EPS
  (Fully Diluted)

  $

  (0.48

  )

  NA

  $

  0.51

  NA

  -205.9

  %

  $

  0.50

  NA

  EPS
  (Fully Diluted) Ex Items

  $

  0.57

  $

  0.50

  Fully
  Diluted Shares

  21.6

  NA

  20.9

  NA

  -3.4

  %

  18.7

  NA

  -10.3

  %

  EBITDA

  (10.9

  )

  -6.7

  %

  22.7

  11.2

  %

  -308.5

  %

  21.5

  10.6

  %

  5.5

  %

  Depreciation &
  Amortization

  5.1

  3.1

  %

  5.1

  2.5

  %

  0.0

  %

  5.5

  2.7

  %

  8.8

  %

Source: CJS Securities Estimates, Company Documents

MAXIMUS, Inc. (MMS)

Income
Statement

All
Figures $MM, except per share

  FY 2004a

  FY 2005a

  FY 2006e

  Q1 12/06

  Q2 3/07

  Q3 6/07

  Q4 9/07

  FY 2007e

  Q1 12/07

  Q2 3/08e

  Q3 6/08e

  Q4 9/08e

  FY 2008e

  FY 2009e

  Revenue

  603.8

  647.5

  700.9

  161.1

  179.1

  196.6

  201.9

  738.6

  202.0

  210.0

  226.0

  230.1

  868.0

  950.9

  %
  growth year-to-year

  8.1

  %

  7.2

  %

  8.2

  %

  -1.0

  %

  -0.4

  %

  5.3

  %

  17.5

  %

  5.4

  %

  25.3

  %

  17.3

  %

  15.0

  %

  14.0

  %

  17.5

  %

  9.5

  %

  Cost of
  Revenue

  (427.7

  )

  (467.6

  )

  (547.4

  )

  (140.9

  )

  (136.2

  )

  (138.1

  )

  (146.4

  )

  (561.6

  )

  (149.2

  )

  (153.3

  )

  (160.8

  )

  (161.8

  )

  (625.1

  )

  (675.5

  )

  % of
  Revenue

  70.8

  %

  72.2

  %

  78.1

  %

  87.4

  %

  76.1

  %

  70.3

  %

  72.5

  %

  76.0

  %

  73.9

  %

  73.0

  %

  71.2

  %

  70.3

  %

  72.0

  %

  71.0

  %

  %
  growth year-to-year

  9.2

  %

  9.3

  %

  17.1

  %

  19.4

  %

  1.3

  %

  -13.0

  %

  7.5

  %

  2.6

  %

  5.9

  %

  12.6

  %

  16.4

  %

  10.6

  %

  11.3

  %

  8.0

  %

  Gross
  Profit

  176.0

  180.0

  136.3

  20.3

  42.9

  58.4

  55.5

  177.1

  52.8

  56.7

  65.2

  68.3

  242.9

  275.4

  Gross
  Margin

  29.2

  %

  27.8

  %

  19.5

  %

  12.6

  %

  23.9

  %

  29.7

  %

  27.5

  %

  24.0

  %

  26.1

  %

  27.0

  %

  28.8

  %

  29.7

  %

  28.0

  %

  29.0

  %

  %
  growth year-to-year

  7.0

  %

  2.2

  %

  -24.2

  %

  -54.7

  %

  -5.4

  %

  449.1

  %

  55.8

  %

  29.9

  %

  160.2

  %

  32.2

  %

  11.5

  %

  23.0

  %

  37.2

  %

  13.4

  %

  Selling,
  General & Administrative

  (113.0

  )

  (116.7

  )

  (129.7

  )

  (34.7

  )

  (34.5

  )

  (35.4

  )

  (31.1

  )

  (135.6

  )

  (36.3

  )

  (37.8

  )

  (40.7

  )

  (41.4

  )

  (156.1

  )

  (171.2

  )

  % of
  Revenue

  18.7

  %

  18.0

  %

  18.5

  %

  21.5

  %

  19.2

  %

  18.0

  %

  18.0

  %

  18.4

  %

  18.0

  %

  18.0

  %

  18.0

  %

  18.0

  %

  18.0

  %

  18.0

  %

  %
  Growth Year-to-Year

  5.2

  %

  3.3

  %

  11.1

  %

  9.8

  %

  11.5

  %

  9.5

  %

  -10.9

  %

  4.6

  %

  4.6

  %

  9.7

  %

  15.1

  %

  33.1

  %

  15.2

  %

  9.6

  %

  Write
  off of deferred contract costs

  (17.1

  )

  (28.0

  )

  (6.5

  )

  0.2

  (2.2

  )

  Legal
  Expense

  0.0

  (7.0

  )

  (9.4

  )

  (3.0

  )

  (6.1

  )

  (33.0

  )

  (2.5

  )

  (44.6

  )

  0.0

  0.0

  Operating
  Profit

  63.0

  56.3

  (2.8

  )

  (17.4

  )

  2.3

  (9.9

  )

  21.8

  (3.1

  )

  16.5

  18.9

  24.5

  26.8

  86.7

  104.3

  % of
  Revenue

  10.4

  %

  8.7

Mail Stop 3010
June 3, 2010

Mr. David N. Walker Chief Financial Officer  Maximus, Inc. 11419 Sunset Hills Road Reston, VA  20190

Re: Maximus, Inc.
Form 10-K for the fiscal year ended September 30, 2009
File No. 1-12997

Dear Mr. Walker:

We have reviewed your first response letter filed on May 19, 2010 and have the
following additional comment.  Where indi cated, we think you should revise your
document in response to this comment.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explan ation.  In our comment, we may ask you to
provide us with supplemental information so  we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

Form 10-K for the fiscal year ended September 30, 2009

Financial Statements

13. Shareholders’ Equity, page 55
1. We note your response to prior comment three and request that you provide us
with a more robust analysis of material ity related to the $2.2 million stock-based
compensation charge recorded during the first quarter of fi scal 2008.  In your
response, please provide us with a thorough materiality analysis which is
performed at the segment level and which addresses the impact to both income
from continuing operations and net income.  Additionally, help us to understand what you, your investors and analysts were  focusing on during the earnings calls
during 2007 and 2008.  Please tell us if th e focus was on earnings including or

Mr. Walker
Maximus, Inc. June 3, 2010 Page
2

excluding these “unusual and infrequently occurring items.” Your response should include excerpts from your earnings  calls.  Finally, provide us with
samples of analyst reports for 2007, 2008 and 2009 and be sure to provide samples from the quarters that were most relevant to the $2.2 million adjustment.
  As appropriate, please respond to our comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your response to our comment and provides any requeste d information.  Detailed letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your response to our comment.

 You may contact Howard Efron, Staff Accountant, at  (202) 551-3439 or me at
(202) 551-3295 if you have questions regard ing comments on the financial statements
and related matters.              S i n c e r e l y ,
   Jennifer Monick
Senior Staff Accountant

CORRESP
1
filename1.htm

MAXIMUS

11419
Sunset Hills Road

Reston
VA 20190

United States Securities and
Exchange Commission

Division of Corporate
Finance — Mail Stop 3010

Washington DC 20549

Dear Ms. Monick,

In response to your letter
of April 5, 2010, our responses are below.

In addition, we acknowledge
that:

·                  The Company is responsible for the adequacy
and accuracy of the disclosure in the filing;

·                  Staff comments or changes to disclosure in
response to staff comments do not foreclose the Securities and Exchange
Commission from taking any action with respect to the filing;

·                  The Company may not assert staff comments as
a defense in any proceeding initiated by the Securities and Exchange Commission
or any person under the federal securities laws of the United States.

Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations:

We note your disclosure in
this section and earlier in the business section on page 11 regarding your
revenue backlog.  Please tell us how the
company’s significant amount of backlog impacts its results of operations and
liquidity.  Please also include this
disclosure in future filings.

At September 30, 2009,
we estimated that we had approximately $1.8 billion of revenue in backlog.  Backlog represents an estimate of the future
revenue from existing signed contracts and revenue from contracts that have
been awarded, but not yet signed.  Our
backlog estimate includes revenue expected under the current terms of executed
contracts and revenue from contracts in which the scope and duration of the
services required are not definite but estimable (such as performance-based
contracts), but does not assume any contract renewals, extensions or option
periods.

Increases in backlog result
from the awarding of new contracts or extension or renewal of existing contracts
and option periods.  Reductions come from
fulfilling contracts and early termination of contracts. Increases and
decreases can follow from changes in estimates.

1

Our contracts typically
include provisions permitting government customers the right to terminate the
contract at short notice, with or without cause.

Of the balance at September 30,
2009, the Company anticipates recognizing 41% of this balance during fiscal
2010.

With the divestiture of the
Systems businesses, the greater part of the Company’s activities are now driven
by the Company’s Operations Segment.
Contracts within this segment are typically longer than those of the
Consulting Segment or the divested businesses as business process outsourcing
agreements typically cover a number of years.
At September 30, 2009, approximately 95% of the Company’s backlog
relates to the Operations Segment.  This
balance has increased to $1.7 billion from $1.2 billion at September 30,
2008, with the increase being principally due to significant new contracts in
Australia and the United Kingdom.  The
Company expects approximately 41% of the backlog balance to be recognized in
fiscal 2010 and expects backlog, in addition to anticipated option period
renewals, to represent 93% of estimated 2010 revenues.

Revenue, operating income
and cash flows have become more predictable as a result of the growth of the
Operations Segment.

We shall update this information
in future filings.

Note 9, Credit Facilities.

We note your disclosure of
performance bond commitments.  Please
describe the general nature and key terms of these commitments.

Certain contracts require us
to provide a surety bond as a guarantee of performance.

As of September 30,
2009, we had approximately $71.1 million of surety bonds outstanding.

These bonds are typically
renewed annually and remain in place until the contractual obligations have
been satisfied.

Although the triggering
events vary from contract to contract, in general, we would only be liable for
the amount of these guarantees in the event of default in our performance of
our obligations under each contract, the probability of which we believe is
remote.

2

Note 13, Shareholders’
Equity

We note you corrected an
error related to stock-based compensation expense.  Please tell us how you have complied with ASC
250.

In correcting an error to
our 2006 and 2007 financial statements in 2008, management considered the
effect of the adjustment on the financial results for 2006, 2007 and 2008, as
well as the effect of the adjustment on the trend of earnings and other
factors.

In performing this
evaluation, management concluded that the identified error was not material to
any of the periods affected.

That evaluation included
consideration of the guidance related to materiality included in ASC 250-10-S99
(SAB Topic 1.M).  In conjunction with
that guidance, we considered both the quantitative and qualitative factors in
concluding that the amounts are not material.

Quantatively, we considered
the following:

·                  The adjustments for each
individual year and in total do not exceed 0.2% of revenues.

·                  During the years in which
the stock-based compensation adjustment occurred, management and industry analysts
adjusted income for certain unusual and infrequently occurring items.  Under the Texas HHSC contract, MAXIMUS served
as the subcontractor to Accenture.  This
contract generated large losses and a write-off of deferred contract
costs.  In addition, the Accenture
subcontract was a major driver to the legal and settlement expense, along with
two other non-recurring and unusual items.
Management considers this adjusted net income to be a more appropriate
basis for measuring materiality.  The
table below provides the adjusted net income for those years.  The stock based compensation was not material
relative to each of the years in question after adjusting for these unusual
items.

·                  Prior to 2006, the Company
had not recorded a loss as a public company and had recorded net income in
excess of $35 million in each of the five fiscal years prior to 2006.  Based upon this total, the effect of
correcting this error would not have materially affected the results of operations
in those years.  Similarly, the Company
has returned to its previous levels of profitability in fiscal 2009 and
beyond.  The stock expense error as a
percentage of historical results would also not be material.

3

Table of MAXIMUS selected
data 2004-2009

  amounts
  in 000s - tax effected

  2004

  2005

  2006

  2007

  2008

  2009

  Revenue

  603,774

  647,538

  700,894

  738,646

  745,133

  717,299

  Net income (loss)

  38,774

  36,069

  2,460

  (8,255

  )

  6,677

  46,540

  Losses recorded on Texas
  contract

  —

  —

  29,887

  15,246

  —

  —

  Legal and settlement
  expenses (recovery)

  —

  5,683

  26,885

  23,207

  (4,271

  )

  Deferred contract cost
  write-off

  —

  —

  10,351

  —

  —

  —

  Goodwill impairment

  —

  —

  —

  —

  4,598

  —

  Gain on sale of building

  —

  —

  —

  —

  (2,382

  )

  —

  Net income adjusted for
  unusual items

  38,774

  36,069

  48,381

  33,876

  32,100

  42,269

  Adjustment to stock based
  compensation

  (638

  )

  (679

  )

  1,317

  Adjustment as a percentage
  of revenue

  0.1

  %

  0.1

  %

  0.2

  %

  Adjustment as a percentage
  of net income adjusted for unusual items

  1.3

  %

  2.0

  %

  4.1

  %

As part of the qualitative
analysis, we considered the following:

·                  The misstatement does not
significantly change, or mask, changes in earnings or other trends.

·                  Analysts historically review
results adjusted for certain items discussed above and the misstatements would
not impact their assessments.  Also, the
amounts misstated are non-cash stock compensation.

·                  The misstatement would not
move the Company between income or loss in any periods affected.

·                  The misstatement does not
affect any compliance matters, including compliance with debt covenants.

·                  The misstatements do not
affect management compensation.

·                  The misstatements do not
represent any unlawful or fraudulent transactions.

Upon our conclusion that the
amounts were not material, we considered the guidance of ASC 250-10-S99-3
related to immaterial adjustments.  The
example in SAB Topic 5.F. states that, if an accounting change does not have a
material impact in the financial statements, the cumulative effect of the
change should be included in the income statement for the period in which the
change is made.  In accordance with that
guidance, the full amount of the change is reflected in the period in which it
was made.

4

Finally, we note that the
errors and their correction were appropriately disclosed in the footnotes to
our financial statements allowing the user of the statements transparency into
our operating results.

Note 14, Commitments and
Contingencies

In connection with the Texas
Health and Human Services Commission (“HHSC”) settlement, you agreed to provide
future services to HHSC valued at $10 million.
Please tell us how you accounted for this portion of the
settlement.  Within your response,
reference the authoritative accounting literature management relied upon.

During 2006 and 2007, the
Company was a subcontractor to Accenture on a contract to provide certain
integrated eligibility and related support services to the State of Texas
Health and Human Services Commission (HHSC).
During the term of the contract, certain performance issues arose and
ultimately resulted in the termination of the contract between HHSC and
Accenture.  Subsequently, MAXIMUS filed
arbitration claims against Accenture, and Accenture filed counter-claims
against MAXIMUS related to the Company’s performance on the subcontract.

On December 12, 2008,
the Company entered into a three-way settlement agreement with Accenture and
HHSC to settle the arbitration and claims among the three parties.  The settlement agreement required MAXIMUS to
pay a total of $40 million in cash to Accenture and HHSC and to provide $10
million in “Future Services” to be provided to HHSC.

The settlement agreement
provided the following:

MAXIMUS shall pay HHSC with services or service credits in an amount
not to exceed Ten Million Dollars ($10,000,000) at rates which are approved by
HHSC and as agreed to by HHSC and MAXIMUS in writing to be signed within 180
calendar days of the Closing Date (the “Future Services”).  If MAXIMUS and HHSC fail to reach written
agreement regarding the Future Services, or if HHSC does not exhaust the
service credits comprising Future Services by August 31, 2014, MAXIMUS
will pay HHSC the remaining unused value of the Future Services in cash or
credit HHSC an equivalent sum against any contracts with HHSC then in effect.

In conjunction with this
settlement, the Company recorded a pre-tax charge of $37.5 million in legal and
settlement expense relating to the HHSC settlement, representing the $40
million of cash payments and the fair value of the $10 million of future services,
offset by the reimbursement of $12.5 million from our insurance carrier.

The portion of the
settlement related to the Future Services was recognized at its fair
value.  The Company considered the
guidance in ASC 845-10 Nonmonetary Transactions, in arriving at this
conclusion.  In particular, ASC 845-10
requires that “the accounting for nonmonetary transactions should be based on
the fair values of the assets (or services) involved.”  While management considered the exceptions to
the fair value requirements in ASC 845-10, we concluded that the $10 million

5

represented the fair value
of the Future Services as the terms of the settlement agreement enforce this
concept.  By refusing to agree to the
terms of the Future Services, either party could enforce payment of the $10
million in cash.  HHSC would not accept
services with a value less than $10 million as they could enforce payment in
cash.  Further, MAXIMUS would not agree
to provide services with a value in excess of $10 million, as the Company has
no obligation to do so and could, if required, settle the balance in cash.

The balance was recorded as
a short-term liability.  MAXIMUS notes
that monthly billings to the State of Texas exceed the $10 million balance and,
accordingly, the balance could be utilized immediately if the state chose to
apply it against their current obligations.
The corresponding expense related to the $10 million of services was
recorded in legal and settlement expense, as were the cash payments made
relating to the settlement.

Proxy Statement of Form 14A

We note your references to
pre-codification GAAP in the footnotes.
In future filings, please reference the new Accounting Standards
Codification.

We acknowledge this omission and
will reflect this in future filings.

  Sincerely

  /s/ David N. Walker

  David N. Walker

  Chief Financial Officer

6

Mail Stop 3010
April 5, 2010

Mr. David N. Walker Chief Financial Officer  Maximus, Inc. 11419 Sunset Hills Road Reston, VA  20190

Re: Maximus, Inc.
Form 10-K for the fiscal year ended September 30, 2009
File No. 1-12997

Dear Mr. Walker:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree with a comment, we will consider your explanation as to why our comment
is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Walker
Maximus, Inc.
April 5, 2010 Page
2
 Form 10-K for the fiscal year ended September 30, 2009

 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operation, page 19
1. We note your disclosure in th is section and earlier in th e Business section on page
11 regarding your revenue backlog.  Please tell us how the company’s significant
amount of backlog impacts its results of operations and liquidity.  Please also
include this disclosure in future filings.
 Financial Statements

 9.  Credit Facilities, page 51

2. We note your disclosure of performan ce bond commitments.  Please describe the
general nature and key terms of these commitments.
 13. Shareholders’ Equity, page 55

3. We note you corrected an error related to stock-based compensation expense.
Please tell us how you have complied with ASC 250.
 14. Commitments and Contingencies, page 58

4. In connection with the Texas Health and Human Services Commission (“HHSC”)
settlement, you agreed to provide future services to HHSC valued at $10 million.
Please tell us how you have accounted for this portion of the settlement.  Within your response, reference the authoritative accounting literature management relied upon.
 Proxy Statement on Schedule 14A

Summary Compensation Table, page 25
5. We note your references to pre-codifica tion GAAP in the footnotes.  In future
filings, please reference the new Accounting Standards Codification.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the

Mr. Walker
Maximus, Inc. April 5, 2010 Page
3
 disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     You may contact Howard Efron, Staff Accountant, at  (202) 551-3439 or me at
(202) 551-3295 if you have questions regard ing comments on the financial statements
and related matters.    Please contact Jerard  Gibson, Staff Attorney, at (202) 551-3473 or
Tom Kluck, Branch Chief at (202) 551- 3233 with regard to legal comments.
         S i n c e r e l y ,
   Jennifer Monick Senior Staff Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

      April 10, 2006

Mr. Richard A. Montoni
Chief Financial Officer
Maximus, Inc.
11419 Sunset Hills Road
Reston, VA  20190

Re:	Maximus, Inc.
Form 10-K for the fiscal year ended September 30, 2005
      File No. 1-12997

Dear Mr. Montoni:

      We have completed our review of the above referenced filing
and
have no further comments at this time.

								Sincerely,

      Steven Jacobs
      Branch Chief

??

??

??

??

Mr. Richard A. Montoni
Maximus, Inc.
March 23, 2006
Page 3

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Maximus, inc.

April 6, 2006

BY EDGAR TRANSMISSION

Mr. Steven Jacobs

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4561

100 F Street, N.E.

Washington, D.C. 20549

Re:

MAXIMUS, Inc.

Form 10-K for the fiscal year ended September 30, 2005

File No. 1-12997

Dear Mr. Jacobs:

In a letter dated March 23, 2006 to MAXIMUS, Inc., the staff had one comment relating to the referenced filing. Set forth below is that comment as well as the Company’s response or supplemental information provided to address that comment.

Form 10-K for the fiscal year ended September 30, 2005

Financial Statements

Business Combinations, page 39

1.

We note your disclosure that the terms of the TIECorp. acquisition agreement may require you to pay additional consideration of up to $16.5 million based upon the achievement of certain future performance objectives by TIECorp. and that your policy is to expense such additional consideration as incurred. Please help us to better understand how you arrived at this policy of expensing the consideration as incurred and disclose to us your basis in GAAP for this policy. In addition, tell us how the terms of this transaction differ from your 2002 acquisition in which the earn-out is recorded as additional goodwill. Reference is made to paragraph 28 of SFAS 141. Additionally, please quantify the amount of additional consideration, if any, to date.

Response to Comment 1:  Paragraph 28 of SFAS 141 addresses the accounting treatment of the payment of additional consideration contingent on maintaining or achieving specified earnings levels in future periods.

Mr. Steven Jacobs

April 6, 2006

Page 2

The determination of whether contingent consideration based on earnings or other performance measures should be accounted for as an adjustment of the purchase price of the acquired enterprise or as compensation for future services, royalties, or other services or rights is a matter of judgment that depends on the relevant facts and circumstances. In arriving at our conclusions on this matter, we considered the factors identified in EITF Issue 95-8, Accounting for Contingent Consideration Paid to the Shareholders for an Acquired Enterprise in a Purchase Business Combination, which provides interpretive guidance on paragraph 28 of SFAS 141.

EITF 95-8 addresses the accounting for contingent consideration paid to shareholders of an acquired enterprise. It states that, upon the resolution of a contingency based on earnings, any additional consideration paid is generally recorded by the acquiring enterprise as an additional cost of the acquired enterprise. However, the substance of some agreements for contingent consideration is to provide compensation for future services, royalties, or other services or rights and, in those circumstances, the additional consideration should be accounted for as an expense.

In the case of the May 3, 2004
 purchase of TIECorp., the additional post-acquisition consideration paid and payable to the
sellers/employees represent compensation for services. The additional consideration is based on a
percentage of net post-acquisition license sales of certain of its products in excess of an annual
 pre-defined amount. The additional payments are, in essence, sales commissions. The TIECorp.
business is very dependent on small software sales and the principals of TIECorp., who are now
employees of MAXIMUS, are the individuals driving the sales activity. The earn-out payments made
to the sellers/employees to date, based upon the first year earn-out calculation, was $55,000. The
annual earn-out payment period is three years with the aggregate payment not to exceed $16.5 million.
 We have evaluated this arrangement in light of factors and indicators identified in EITF 95-8 and, based
predominately on the nature of the arrangement which suggest a profit sharing or commission arrangement, we have concluded that the
substance of this agreement represents compensation for post-acquisition services and should be accounted for as an expense in the appropriate period.

The 2002 acquisition referred to in your comment letter relates to our May 1, 2002 acquisition of Leonie Green & Associates (“LGA”). LGA’s business is comprised of large recurring multi-year contracts. The additional consideration due to the sellers is based on the ultimate profit realized on the contracts in existence when LGA was acquired. In managing these contracts, we were not relying on the sellers. The earn-out payment made to the sellers to date is $1.3 million. We have evaluated the LGA arrangement in light of factors and indicators identified in EITF 95-8. We have concluded that the additional amounts paid represent additional cost of the acquired enterprise because the substance of

Mr. Steven Jacobs

April 6, 2006

Page 3

the earn-out arrangement is such that it is intended as a final establishment and verification of the fair value of the acquired enterprise.

In connection with our response to your comment, we acknowledge that:

·

the company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; and

·

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Any question regarding our response or the supplemental information provided to address your comment may be directed to my attention at (703) 251-8602.

Sincerely,

/s/ David R. Francis

David R. Francis

General Counsel

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

      March 23, 2006

Mr. Richard A. Montoni
Chief Financial Officer
Maximus, Inc.
11419 Sunset Hills Road
Reston, VA  20190

Re:	Maximus, Inc.
Form 10-K for the fiscal year ended September 30, 2005
      File No. 1-12997

Dear Mr. Montoni:

      We have reviewed your filing and have the following comment.
We have limited our review to only the issue addressed below and
do
not intend to expand our review to other portions of your
documents.
If you disagree with the comment, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In our
comment, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the fiscal year ended September 30, 2005
Financial Statements

Business Combinations, page 39
1. We note your disclosure that the terms of the TIECorp.
acquisition
agreement may require you to pay additional consideration of up to
$16.5 million based upon the achievement of certain future
performance objectives by TIECorp. and that your policy is to
expense
such additional consideration as incurred.  Please help us to
better
understand how you arrived at this policy of expensing the
consideration as incurred and disclose to us your basis in GAAP
for
this policy.  In addition, tell us how the terms of this
transaction
differ from your 2002 acquisition in which the earn-out is
recorded
as additional goodwill.  Reference is made to paragraph 28 of SFAS
141.  Additionally, please quantify the amount of additional
consideration, if any, to date.

	As appropriate, please respond to our comment within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your response to our comment and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your response to our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Howard Efron, Staff Accountant, at (202) 551-
3439 or me at (202) 551-3403 if you have questions regarding
comments
on the financial statements and related matters.

								Sincerely,

      Steven Jacobs
      Branch Chief

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Mr. Richard A. Montoni
Maximus, Inc.
March 23, 2006
Page 2

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