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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

Commission file number 019433

(TSC LOGO)

TECHNOLOGY SOLUTIONS COMPANY

INCORPORATED IN THE STATE OF DELAWARE
I.R.S. EMPLOYER IDENTIFICATION NO. 36-3584201


205 North Michigan Avenue
Suite 1500
Chicago, Illinois 60601
(312) 228-4500

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
ü     No

Indicate by check mark whether the registrant is an accelerated filer (as
defined by Exchange Act Rule 12b-2). Yes     No ü

As of April 30, 2003, there were outstanding 40,484,552 shares of TSC
Common Stock, par value $.01.





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TABLE OF CONTENTS



|                              |                                                                                               |                                            |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | ITEM 1. Financial Statements                                                                 
|                              |                                                                                               | CONSOLIDATED BALANCE SHEETS               
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF INCOME         
|                              |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                              |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                              | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                              | ITEM 3-QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            
|                              | ITEM 4-CONTROLS AND PROCEDURES                                                               
|PART II. OTHER INFORMATION   
|                              | ITEM 4-SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   
|                              | ITEM 6-EXHIBITS AND REPORT ON FORM 8-K                                                       
|SIGNATURE                    
|CERTIFICATION                
|Certification                
|Certification                



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TECHNOLOGY SOLUTIONS COMPANY
INDEX TO FORM 10-Q

|                                                                                              |                                                                                          |         |        |   |        |  | 
|--------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------- | ------ | - | ------ |  | 
|                                                                                              |                                                                                          |         |        |   | Page  
|                                                                                              |                                                                                          |         |        |   | Number
|                                                                                              |                                                                                          |         |        |   |       
|                                                                                              |                                                                                          |         | Part I |   |        |  | 
|FINANCIAL INFORMATION (UNAUDITED)                                                             |                                                                                          |         |        |  
|ITEM 1. FINANCIAL STATEMENTS                                                                  |                                                                                          |         |        |  
|                                                                                              | Consolidated Balance Sheets as of
March 31, 2003 and December 31, 2002                   |         |        | 3 |       
|                                                                                              | Consolidated Statements of Income
for the Three Months Ended March 31, 2003 and 2002     |         |        | 4 |       
|                                                                                              | Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2003 and 2002 |         |        | 5 |       
|                                                                                              | Notes to Consolidated Financial Statements                                               |         |        | 6 |       
|ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |                                                                                          |         | 14     |  
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK                            |                                                                                          |         | 23     |  
|ITEM 4. CONTROLS AND PROCEDURES                                                               |                                                                                          |         | 23     |  
|                                                                                              |                                                                                          | Part II |        |   |        | 
|OTHER INFORMATION                                                                             |                                                                                          |         |        |  
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS                                   |                                                                                          |         | 24     |  
|ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      |                                                                                          |         | 24     |  
|SIGNATURE                                                                                     |                                                                                          |         | 25     |  
|CERTIFICATIONS                                                                                |                                                                                          |         | 26     |  

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PART I. FINANCIAL INFORMATION




ITEM 1. Financial Statements

TECHNOLOGY SOLUTIONS COMPANY




CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)


|                                               |                                                                                                                                         |                                            |        |         |        |           |        |              |        |   |  | 
|---------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ------- | ------ | --------- | ------ | ------------ | ------ | - |  | 
|                                               |                                                                                                                                         |                                            |        |         |        | March 31, |        | December 31,
|                                               |                                                                                                                                         |                                            |        |         |        | 2003      |        | 2002        
|                                               |                                                                                                                                         |                                            |        |         |        |           |        |             
|                                               | (unaudited)                                                                                                                             |                                            |        |         |       
|ASSETS                                         |                                                                                                                                         |                                            |        |         |        |           |        |             
|CURRENT ASSETS:                                |                                                                                                                                         |                                            |        |         |        |           |        |             
|                                               | Cash and cash equivalents                                                                                                               |                                            | $      | 46,349  |        |           | $      | 47,004       |       
|                                               | Marketable securities                                                                                                                   |                                            |        | 1,544   |        |           |        | 1,624        |       
|                                               | Marketable securities held in trust                                                                                                     |                                            |        | 6,757   |        |           |        | 6,735        |       
|                                               | Receivables, less allowance for doubtful receivables
of $2,283 and $2,377                                                               |                                            |        | 9,373   |        |           |        | 11,829       |       
|                                               | Deferred income taxes                                                                                                                   |                                            |        | 7,108   |        |           |        | 7,198        |       
|                                               | Other current assets                                                                                                                    |                                            |        | 583     |        |           |        | 807          |       
|                                               |                                                                                                                                         |                                            |        |         |        |           |        |              |       
|                                               |                                                                                                                                         | Total current assets                       |        |         | 71,714 |           |        |              | 75,197 |  
|COMPUTERS, FURNITURE AND EQUIPMENT, NET        |                                                                                                                                         |                                            | 603    |         |        |           | 719    |             
|DEFERRED INCOME TAXES                          |                                                                                                                                         |                                            | 15,614 |         |        |           | 15,614 |             
|LONG-TERM RECEIVABLES AND OTHER                |                                                                                                                                         |                                            | 7,327  |         |        |           | 7,714  |             
|                                               |                                                                                                                                         |                                            |        |         |        |           |        |              |       
|                                               |                                                                                                                                         | Total assets                               |        | $       | 95,258 |           |        | $            | 99,244 |  
|                                               |                                                                                                                                         |                                            |        |         |        |           |        |              |       
|LIABILITIES AND STOCKHOLDERS EQUITY           |                                                                                                                                         |                                            |        |         |        |           |        |             
|CURRENT LIABILITIES:                           |                                                                                                                                         |                                            |        |         |        |           |        |             
|                                               | Accounts payable                                                                                                                        |                                            | $      | 1,334   |        |           | $      | 1,099        |       
|                                               | Accrued compensation and related costs                                                                                                  |                                            |        | 4,863   |        |           |        | 9,128        |       
|                                               | Deferred compensation                                                                                                                   |                                            |        | 6,757   |        |           |        | 6,735        |       
|                                               | Restructuring accruals                                                                                                                  |                                            |        | 435     |        |           |        | 466          |       
|                                               | Other current liabilities                                                                                                               |                                            |        | 2,056   |        |           |        | 2,114        |       
|                                               |                                                                                                                                         |                                            |        |         |        |           |        |              |       
|                                               |                                                                                                                                         | Total current liabilities                  |        |         | 15,445 |           |        |              | 19,542 |  
|DEFERRED INCOME TAXES DUE TO FORMER SUBSIDIARY |                                                                                                                                         |                                            | 6,210  |         |        |           | 6,210  |             
|                                               |                                                                                                                                         |                                            |        |         |        |           |        |              |       
|                                               | Total liabilities                                                                                                                       |                                            |        | 21,655  |        |           |        | 25,752       |       
|                                               |                                                                                                                                         |                                            |        |         |        |           |        |              |       
|COMMITMENTS AND CONTINGENCIES                  |                                                                                                                                         |                                            |        |         |        |           |        |             
|STOCKHOLDERS EQUITY:                          |                                                                                                                                         |                                            |        |         |        |           |        |             
|                                               | Preferred stock, $.01 par value; shares authorized 
10,000,000; none issued                                                            |                                            |        |        |        |           |        |             |       
|                                               | Common stock, $.01 par value; shares authorized 
100,000,000; shares issued  44,695,788;
shares outstanding 40,514,571 and 40,665,141 |                                            |        | 447     |        |           |        | 447          |       
|                                               | Capital in excess of par value                                                                                                          |                                            |        | 122,225 |        |           |        | 122,282      |       
|                                               | Accumulated deficit                                                                                                                     |                                            |        | (43,093 | )      |           |        | (43,232      | )     
|                                               | Treasury stock, at cost, 4,181,217 and 4,030,647 shares                                                                                 |                                            |        | (5,972  | )      |           |        | (5,853       | )     
|                                               | Accumulated other comprehensive income (loss):                                                                                          |                                            |        |         |        |           |        |              |       
|                                               |                                                                                                                                         | Unrealized holding gain (loss), net        |        |         | 8      |           |        |              | (119   | )
|                                               |                                                                                                                                         | Cumulative translation adjustment          |        |         | (12    | )         |        |              | (33    | )
|                                               |                                                                                                                                         |                                            |        |         |        |           |        |              |       
|                                               | Total stockholders equity                                                                                                              |                                            |        | 73,603  |        |           |        | 73,492       |       
|                                               |                                                                                                                                         |                                            |        |         |        |           |        |              |       
|                                               |                                                                                                                                         | Total liabilities and stockholders equity |        | $       | 95,258 |           |        | $            | 99,244 |  
|                                               |                                                                                                                                         |                                            |        |         |        |           |        |              |       

The accompanying Notes to Consolidated Financial Statements are an integral
part of this financial information.

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TECHNOLOGY SOLUTIONS COMPANY




CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)


|                                                                           |                                       |   |               |        |      |   |        |        | 
|-------------------------------------------------------------------------- | ------------------------------------- | - | ------------- | ------ | ---- | - | ------ | ------ | 
|                                                                           |                                       |   | For the Three
|                                                                           |                                       |   | Months Ended 
|                                                                           |                                       |   | March 31,    
|                                                                           |                                       |   |              
|                                                                           |                                       |   | 2003          |        | 2002
|                                                                           |                                       |   |               |        |     
|                                                                           |                                       |   | (unaudited)  
|REVENUES:                                                                  |                                       |   |               |        |      |   |        |       
|                                                                           | Revenues before reimbursements        |   | $             | 15,181 |      |   | $      | 24,460 | 
|                                                                           | Reimbursements                        |   |               | 1,390  |      |   |        | 2,790  | 
|                                                                           |                                       |   |               |        |      |   |        |        | 
|                                                                           |                                       |   | 16,571        |        |      |   | 27,250 |       
|                                                                           |                                       |   |               |        |      |   |        |        | 
|COSTS AND EXPENSES:                                                        |                                       |   |               |        |      |   |        |       
|                                                                           | Project personnel                     |   |               | 8,963  |      |   |        | 13,366 | 
|                                                                           | Other project expenses                |   |               | 1,672  |      |   |        | 3,727  | 
|                                                                           | Reimbursable expenses                 |   |               | 1,390  |      |   |        | 2,790  | 
|                                                                           | Bad debt expense                      |   |               | 121    |      |   |        | 429    | 
|                                                                           | Management and administrative support |   |               | 4,197  |      |   |        | 5,624  | 
|                                                                           | Incentive compensation                |   |               | 311    |      |   |        | 1,479  | 
|                                                                           |                                       |   |               |        |      |   |        |        | 
|                                                                           |                                       |   | 16,654        |        |      |   | 27,415 |       
|                                                                           |                                       |   |               |        |      |   |        |        | 
|OPERATING LOSS                                                             |                                       |   | (83           | )      |      |   | (165   | )     
|                                                                           |                                       |   |               |        |      |   |        |        | 
|OTHER INCOME:                                                              |                                       |   |               |        |      |   |        |       
|                                                                           | Net investment income                 |   |               | 314    |      |   |        | 376    | 
|                                                                           |                                       |   |               |        |      |   |        |        | 
|INCOME BEFORE INCOME TAXES                                                 |                                       |   | 231           |        |      |   | 211    |       
|INCOME TAX PROVISION                                                       |                                       |   | 92            |        |      |   | 84     |       
|                                                                           |                                       |   |               |        |      |   |        |        | 
|NET INCOME                                                                 |                                       | $ | 139           |        |      | $ | 127    |       
|                                                                           |                                       |   |               |        |      |   |        |        | 
|BASIC NET EARNINGS
PER COMMON SHARE                                        |                                       | $ | 0.00          |        |      | $ | 0.00   |       
|                                                                           |                                       |   |               |        |      |   |        |        | 
|WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                       |                                       |   | 40,589        |        |      |   | 43,147 |       
|                                                                           |                                       |   |               |        |      |   |        |        | 
|DILUTED NET EARNINGS
PER COMMON SHARE                                      |                                       | $ | 0.00          |        |      | $ | 0.00   |       
|                                                                           |                                       |   |               |        |      |   |        |        | 
|WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING |                                       |   | 41,154        |        |      |   | 44,324 |       
|                                                                           |                                       |   |               |        |      |   |        |        | 

The accompanying Notes to Consolidated Financial Statements are an integral
part of this financial information.

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TECHNOLOGY SOLUTIONS COMPANY




CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)


|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |        |     |        |        |  
|------------------------------------------------------------ | -------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | --------------------------------------------------- | --- | ------------------ | ------ | ------ | --- | ------ | ------ | -
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     | For the           
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     | Three Months Ended
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     | March 31,         
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                   
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     | 2003               |        | 2002  
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |       
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     | (unaudited)       
|CASH FLOWS FROM OPERATING ACTIVITIES:                        |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |       
|                                                             | Net income                                                                 |                                                                                                    | $                                                                                                | 139                                                 |     |                    | $      | 127    |    
|                                                             | Adjustments to reconcile net income to net
cash from operating activities: |                                                                                                    |                                                                                                  |                                                     |     |                    |        |        |    
|                                                             |                                                                            | Depreciation and amortization                                                                      |                                                                                                  |                                                     | 140 |                    |        |        | 315 |       
|                                                             |                                                                            | Provisions for receivable valuation allowances and
reserves for possible losses, net of recoveries |                                                                                                  |                                                     | 121 |                    |        |        | 429 |       
|                                                             |                                                                            | Deferred income taxes                                                                              |                                                                                                  |                                                     | 22  |                    |        |        | (96 | )     
|                                                             |                                                                            | Changes in assets and liabilities:                                                                 |                                                                                                  |                                                     |     |                    |        |        |     |       
|                                                             |                                                                            |                                                                                                    | Receivables                                                                                      |                                                     |     | 2,329              |        |        |     | (410   | )     
|                                                             |                                                                            |                                                                                                    | Purchases of trading securities related to deferred
compensation plan, net of market adjustments |                                                     |     | (22                | )      |        |     | (516   | )     
|                                                             |                                                                            |                                                                                                    | Sales of trading securities related to deferred
compensation plan                                |                                                     |     |                   |        |        |     | 1,053  |       
|                                                             |                                                                            |                                                                                                    | Other current assets                                                                             |                                                     |     | 224                |        |        |     | 148    |       
|                                                             |                                                                            |                                                                                                    | Accounts payable                                                                                 |                                                     |     | 236                |        |        |     | (348   | )     
|                                                             |                                                                            |                                                                                                    | Accrued compensation and related costs                                                           |                                                     |     | (4,249             | )      |        |     | (6,698 | )     
|                                                             |                                                                            |                                                                                                    | Deferred compensation liability                                                                  |                                                     |     | 22                 |        |        |     | (537   | )     
|                                                             |                                                                            |                                                                                                    | Restructuring accruals                                                                           |                                                     |     | (31                | )      |        |     | (780   | )     
|                                                             |                                                                            |                                                                                                    | Other current liabilities                                                                        |                                                     |     | (52                | )      |        |     | (241   | )     
|                                                             |                                                                            |                                                                                                    | Other assets                                                                                     |                                                     |     | 387                |        |        |     | 143    |       
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |        |    
|                                                             |                                                                            |                                                                                                    |                                                                                                  | Net cash used in operating activities               |     |                    | (734   | )      |     |        | (7,411 | )
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |        |    
|CASH FLOWS FROM INVESTING ACTIVITIES:                        |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |       
|                                                             | Proceeds from available-for-sale securities                                |                                                                                                    |                                                                                                  | 275                                                 |     |                    |        |       |    
|                                                             | Capital expenditures                                                       |                                                                                                    |                                                                                                  | (24                                                 | )   |                    |        | (215   | )  
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |        |    
|                                                             |                                                                            |                                                                                                    |                                                                                                  | Net cash provided by (used in) investing activities |     |                    | 251    |        |     |        | (215   | )
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |        |    
|CASH FLOWS FROM FINANCING ACTIVITIES:                        |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |       
|                                                             | Proceeds from exercise of stock options                                    |                                                                                                    |                                                                                                  |                                                    |     |                    |        | 241    |    
|                                                             | Proceeds from employee stock purchase plan                                 |                                                                                                    |                                                                                                  | 75                                                  |     |                    |        | 179    |    
|                                                             | Purchase of Company stock for treasury                                     |                                                                                                    |                                                                                                  | (251                                                | )   |                    |        | (1,523 | )  
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |        |    
|                                                             |                                                                            |                                                                                                    |                                                                                                  | Net cash used in financing activities               |     |                    | (176   | )      |     |        | (1,103 | )
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |        |    
|EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS |                                                                            |                                                                                                    | 4                                                                                                |                                                     |     |                    | 22     |       
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |        |    
|DECREASE IN CASH AND CASH EQUIVALENTS                        |                                                                            |                                                                                                    | (655                                                                                             | )                                                   |     |                    | (8,707 | )     
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD               |                                                                            |                                                                                                    | 47,004                                                                                           |                                                     |     |                    | 50,115 |       
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |        |    
|CASH AND CASH EQUIVALENTS, END OF PERIOD                     |                                                                            | $                                                                                                  | 46,349                                                                                           |                                                     |     | $                  | 41,408 |       
|                                                             |                                                                            |                                                                                                    |                                                                                                  |                                                     |     |                    |        |        |    

The accompanying Notes to Consolidated Financial Statements are an integral
part of this financial information.

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TECHNOLOGY SOLUTIONS COMPANY




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(In thousands, except share and per share date)

NOTE 1  BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Technology
Solutions Company and its subsidiaries (TSC or the Company). The
consolidated balance sheet as of March 31, 2003 and the consolidated statements
of income and cash flows for the three months ended March 31, 2003 and 2002
have been prepared by the Company without audit. In the opinion of management,
these financial statements include all adjustments necessary to present fairly
the financial position, results of operations and cash flows as of March 31,
2003 and for all periods presented. All adjustments made, except those related
to restructuring and other (credits) charges, have been of a normal and
recurring nature. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted. The Company believes that the disclosures included are
adequate and provide a fair presentation of interim period results. Interim
financial statements are not necessarily indicative of financial position or
operating results for an entire year. It is suggested that these interim
financial statements be read in conjunction with the audited financial
statements and the notes thereto included in the Companys Annual Report on
Form 10-K for the year ended December 31, 2002 filed with the United States
Securities and Exchange Commission (SEC) on March 20, 2003.

Certain reclassifications have been made to prior periods to conform to the
current period classifications.

NOTE 2  THE COMPANY

Delivering business benefits to companies worldwide through process and
technology expertise, TSC is a leading systems integration and business
consulting firm that focuses on rapid results. TSCs core competencies
include: enterprise resource management, supply chain management, customer
relationship management, support services, and change management and training.
Its services span the entire technology lifecycle  from strategy definition
and planning; through implementation and integration; to extended support. The
Companys clients are primarily located throughout the United States but the
Company also supports global deployments and some international clients in
Europe.

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TECHNOLOGY SOLUTIONS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Continued)

NOTE 3  NEW ACCOUNTING STANDARDS

In January 2003, the Financial Accounting Standards Board (FASB) issued
Emerging Issues Task Force (EITF) Issue No. 00-21, Revenue Arrangements with
Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to
determine whether an arrangement involving multiple deliverables contains more
than one unit of accounting and how arrangement consideration should be
measured and allocated to the separate units of accounting in the arrangement.
EITF Issue No. 00-21 will be effective for arrangements entered into in fiscal
periods beginning after June 15, 2003. The Company does not expect that the
provisions of EITF Issue No. 00-21 will have a material impact on the Companys
results of operations or financial position.

In January 2003, the FASB issued FASB Interpretation No.46, Consolidation of
Variable Interest Entities  an interpretation of ARB No. 51 (FIN 46). FIN
46 requires that if an entity has a controlling financial interest in a
variable interest entity, the assets, liabilities and results of activities of
the variable interest entity should be included in the consolidated financial
statements of the entity. FIN 46 requires that its provisions are effective
immediately for all arrangements entered into after January 31, 2003. For
those arrangements entered into prior to January 31, 2003, the FIN 46
provisions are required to be adopted at the beginning of the first interim or
annual period beginning after June 15, 2003. The Company does not expect that
the provisions of FIN 46 will have a material impact on the Companys results
of operations or financial position.

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TECHNOLOGY SOLUTIONS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Continued)

NOTE 4  STOCK OPTIONS

Effective for fiscal 2003, the Company adopted the disclosure requirements
under Statement of Financial Accounting Standards (SFAS) No. 148, Accounting
for Stock-Based Compensation  Transition and Disclosure, as an amendment to
SFAS No. 123.

Stock-based employee compensation, including stock options, was accounted for
under the intrinsic value-based method as prescribed by Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees.
Therefore, no compensation expense was recognized for these stock options as
they had no intrinsic value on the date of grant.

If the Company were to recognize compensation expense over the relevant service
period under the fair-value method of SFAS No. 123 with respect to stock
options granted and employee stock purchases for the quarter ended March 31,
2003 and all prior periods, net earnings would have decreased, resulting in pro
forma net losses and losses per share as presented below:

|                                              |                                                                                                                |           |   |                      |      |      |   |       |      |  
|--------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | --------- | - | -------------------- | ---- | ---- | - | ----- | ---- | -
|                                              |                                                                                                                |           |   | For the Three Months
|                                              |                                                                                                                |           |   | Ended March 31,     
|                                              |                                                                                                                |           |   |                     
|                                              |                                                                                                                |           |   | 2003                 |      | 2002
|                                              |                                                                                                                |           |   |                      |      |     
|Net income (loss):                            |                                                                                                                |           |   |                      |      |      |   |      
|                                              | As reported                                                                                                    |           | $ | 139                  |      |      | $ | 127   |     
|                                              | Less: Stock-based compensation expense
determined under fair value method for all
awards, net of related taxes |           |   | (563                 | )    |      |   | (548  | )   
|                                              |                                                                                                                |           |   |                      |      |      |   |       |     
|                                              |                                                                                                                | Pro forma |   | $                    | (424 | )    |   | $     | (421 | )
|                                              |                                                                                                                |           |   |                      |      |      |   |       |     
|Basic net earnings (loss) per common share:   |                                                                                                                |           |   |                      |      |      |   |      
|                                              | As reported                                                                                                    |           | $ | 0.00                 |      |      | $ | 0.00  |     
|                                              | Pro forma                                                                                                      |           | $ | (0.01                | )    |      | $ | (0.01 | )   
|Diluted net earnings (loss) per common share: |                                                                                                                |           |   |                      |      |      |   |      
|                                              | As reported                                                                                                    |           | $ | 0.00                 |      |      | $ | 0.00  |     
|                                              | Pro forma                                                                                                      |           | $ | (0.01                | )    |      | $ | (0.01 | )   

As of March 31, 2003 and 2002, options to purchase 10,602,965 and 11,104,137
shares of common stock were outstanding, respectively and options to purchase
an additional 2,596,770 and 2,166,377 shares of common stock were available for
grant, respectively under the Technology Solutions Company 1996 Stock Incentive
Plan.

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TECHNOLOGY SOLUTIONS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Continued)

NOTE 5  CAPITAL STOCK

The Company has a stock repurchase program, which allows for share repurchases
of up to 11,525,327 shares of outstanding Company common stock (the Repurchase
Program). During the quarters ended March 31, 2003 and 2002, the Company
repurchased 242,700 shares for $251 and 921,400 shares for $1,523,
respectively. The Company has repurchased an aggregate total of 6,728,327
shares since the inception of the Repurchase Program. As of March 31, 2003,
there were 4,797,000 shares available to be purchased under the Repurchase
Program.

The timing and size of any future stock repurchases are subject to market
conditions, stock prices, cash position and other cash requirements.

NOTE 6  EARNINGS PER COMMON SHARE

The Company discloses basic and diluted earnings per share in the consolidated
statements of income under the provisions of SFAS No. 128, Earnings Per
Share. Diluted earnings per common share is computed by dividing net income
by the weighted average number of common shares outstanding during each period
presented, plus the dilutive effect of common equivalent shares arising from
the assumed exercise of stock options using the treasury stock method. Basic
earnings per common share is computed by dividing net income by the weighted
average number of common shares outstanding during each period presented.

Reconciliation of Basic and Diluted Earnings Per Share for the Three Months Ended

|                           |  |                |     |                |  |        |        |        |  |            |      |        |  |        |     |     |  |  |        |  |  |   |      | 
|-------------------------- |  | -------------- | --- | -------------- |  | ------ | ------ | ------ |  | ---------- | ---- | ------ |  | ------ | --- | --- |  |  | ------ |  |  | - | ---- | 
|                           |  | March 31, 2003 |     | March 31, 2002
|                           |  |                |     |               
|                           |  |                |     |                |  | Shares |        | Per    |  |            |      |        |  | Shares |     | Per
|                           |  | Net            |     | (In            |  | Common |        | Net    |  | (In        |      | Common
|                           |  | Income         |     | Thousands)     |  | Share  |        | Income |  | Thousands) |      | Share 
|                           |  |                |     |                |  |        |        |        |  |            |      |       
|Basic earnings
per share   |  | $              | 139 |                |  |        | 40,589 |        |  | $          | 0.00 |        |  | $      | 127 |     |  |  | 43,147 |  |  | $ | 0.00 | 
|                           |  |                |     |                |  |        |        |        |  |            |      |        |  |        |     |     |  |  |        |  |  |   |      | 
|Effect of stock options    |  |                |    |                |  |        | 565    |        |  |            |      |        |  |        |    |     |  |  | 1,177  |  |  |   |      | 
|                           |  |                |     |                |  |        |        |        |  |            |      |        |  |        |     |     |  |  |        |  |  |   |      | 
|Diluted earnings
per share |  | $              | 139 |                |  |        | 41,154 |        |  | $          | 0.00 |        |  | $      | 127 |     |  |  | 44,324 |  |  | $ | 0.00 | 
|                           |  |                |     |                |  |        |        |        |  |            |      |        |  |        |     |     |  |  |        |  |  |   |      | 

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TECHNOLOGY SOLUTIONS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Continued)

NOTE 7  COMPREHENSIVE INCOME

The Companys comprehensive income was as follows:

|                                   |                                                                                    |                            |     |                            |     |      |     |     |    | 
|---------------------------------- | ---------------------------------------------------------------------------------- | -------------------------- | --- | -------------------------- | --- | ---- | --- | --- | -- | 
|                                   |                                                                                    |                            |     | For the Three Months Ended
|                                   |                                                                                    |                            |     | March 31,                 
|                                   |                                                                                    |                            |     |                           
|                                   |                                                                                    |                            |     | 2003                       |     | 2002
|                                   |                                                                                    |                            |     |                            |     |     
|Net income                         |                                                                                    | $                          | 139 |                            |     | $    | 127 |    
|Other comprehensive income (loss): |                                                                                    |                            |     |                            |     |      |     |    
|                                   | Net unrealized holding gains (losses) on
available-for-sale securities, net of tax |                            |     | 127                        |     |      |     | (11 | ) 
|                                   | Translation adjustment                                                             |                            |     | 21                         |     |      |     | 39  |   
|                                   |                                                                                    |                            |     |                            |     |      |     |    
|                                   |                                                                                    | Other comprehensive income |     |                            | 148 |      |     |     | 28 | 
|                                   |                                                                                    |                            |     |                            |     |      |     |    
|Total comprehensive income         |                                                                                    | $                          | 287 |                            |     | $    | 155 |    
|                                   |                                                                                    |                            |     |                            |     |      |     |    

NOTE 8  BUSINESS SEGMENTS

The Company operates in a single business segment. The Companys clients are
primarily located throughout the United States but the Company also supports
global deployments and some international clients in Europe. The following is
revenue, including reimbursements, and long-lived asset information by
geographic area:

|                               |  |        |        |              |  |       |       |  |  |   |        | 
|------------------------------ |  | ------ | ------ | ------------ |  | ----- | ----- |  |  | - | ------ | 
|For and as of the Three Months |  | United |        | Foreign      |  |       |       | 
|Ended March 31, 2003           |  | States |        | Subsidiaries |  | Total
|                               |  |        |        |              |  |      
|Revenues                       |  | $      | 16,281 |              |  | $     | 290   |  |  | $ | 16,571 | 
|Identifiable assets            |  | $      | 94,081 |              |  | $     | 1,177 |  |  | $ | 95,258 | 

|                               |  |        |        |              |  |       |       |  |  |   |         | 
|------------------------------ |  | ------ | ------ | ------------ |  | ----- | ----- |  |  | - | ------- | 
|For and as of the Three Months |  | United |        | Foreign      |  |       |       | 
|Ended March 31, 2002           |  | States |        | Subsidiaries |  | Total
|                               |  |        |        |              |  |      
|Revenues                       |  | $      | 25,995 |              |  | $     | 1,255 |  |  | $ | 27,250  | 
|Identifiable assets            |  | $      | 98,898 |              |  | $     | 5,403 |  |  | $ | 104,301 | 

Foreign revenues and identifiable assets are based on the country in which the
legal subsidiary is domiciled. No single foreign countrys revenues or
identifiable assets were material to the consolidated revenues or identifiable
assets of the Company.

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TECHNOLOGY SOLUTIONS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Continued)

NOTE 9  OTHER EVENTS

In 2001, the Company recorded $9,256 in restructuring and other charges
comprised of $6,930 relating to the closure of its Peer3 software development
operation and $2,326 in non-Peer3 severance related costs. The Peer3 charge
was more than previously anticipated and, as a result, this charge was
increased by $82 to $7,012 during 2002. The non-Peer3 severance related costs
were $227 lower than previously anticipated and, as a result, this charge was
reduced by $227 to $2,099 during 2002. As the Company made final payments
related to these restructuring and other charges during 2002, no further
payments are due. The following tables provide the components of these
charges.

|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   |               |     |  
|-------------------------------------------- | --------------------- | ------ | ----- | -------- |  | ----- | ----- | ----- | -------- | - | --------- | ----- |  | - | ------------- | --- | -
|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   | Balance as of
|                                             |                       |        |       |          |  |       | Cash  |       | Non-cash |   | March 31,
|Peer3 Charge  2001                          |                       | Charge |       | Payments |  | Usage |       | 2003 
|                                             |                       |        |       |          |  |       |       |      
|Goodwill impairment                          |                       | $      | 3,014 |          |  | $     |      |       |          | $ | 3,014     |       |  | $ |              |    
|Asset write-offs                             |                       |        | 866   |          |  |       |      |       |          |   | 951       |       |  |   | (85           | )  
|Lease terminations                           |                       |        | 668   |          |  |       | 687   |       |          |   | 56        |       |  |   | (75           | )  
|Severance costs
(approximately 30
employees) |                       |        | 1,430 |          |  |       | 1,364 |       |          |   |          |       |  |   | 66            |    
|Professional fees                            |                       |        | 357   |          |  |       | 357   |       |          |   |          |       |  |   |              |    
|Computer lease,
commitments and other
costs  |                       |        | 595   |          |  |       | 495   |       |          |   | 88        |       |  |   | 12            |    
|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   |               |    
|                                             | Total original charge |        |       | 6,930    |  |       |       | 2,903 |          |   |           | 4,109 |  |   |               | (82 | )
|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   |               |    
|2002 adjustment                              |                       |        | 82    |          |  |       |      |       |          |   |          |       |  |   | 82            |    
|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   |               |    
|                                             | Total                 |        | $     | 7,012    |  |       | $     | 2,903 |          |   | $         | 4,109 |  |   | $             |    |  
|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   |               |    

|                                             |                       |        |       |          |  |       |       |          |  |           |     |     |  |   |               |     | 
|-------------------------------------------- | --------------------- | ------ | ----- | -------- |  | ----- | ----- | -------- |  | --------- | --- | --- |  | - | ------------- | --- | 
|                                             |                       |        |       |          |  |       |       |          |  |           |     |     |  |   | Balance as of
|Non-Peer3 Severance                          |                       |        |       |          |  | Cash  |       | Non-cash |  | March 31,
|Charge  2001                                |                       | Charge |       | Payments |  | Usage |       | 2003    
|                                             |                       |        |       |          |  |       |       |         
|Severance costs
(approximately 70
employees) |                       | $      | 1,480 |          |  | $     | 1,466 |          |  | $         |    |     |  | $ | 14            |    
|Asset write-offs                             |                       |        | 520   |          |  |       |      |          |  |           | 520 |     |  |   |              |    
|Other costs                                  |                       |        | 326   |          |  |       | 113   |          |  |           |    |     |  |   | 213           |    
|                                             |                       |        |       |          |  |       |       |          |  |           |     |     |  |   |               |    
|                                             | Total original charge |        |       | 2,326    |  |       |       | 1,579    |  |           |     | 520 |  |   |               | 227 | 
|                                             |                       |        |       |          |  |       |       |          |  |           |     |     |  |   |               |    
|2002 adjustment                              |                       |        | (227  | )        |  |       |      |          |  |           |    |     |  |   | (227          | )  
|                                             |                       |        |       |          |  |       |       |          |  |           |     |     |  |   |               |    
|                                             | Total                 |        | $     | 2,099    |  |       | $     | 1,579    |  |           | $   | 520 |  |   | $             |    | 
|                                             |                       |        |       |          |  |       |       |          |  |           |     |     |  |   |               |    

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TECHNOLOGY SOLUTIONS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Continued)

In 2000, the Company recorded a pre-tax charge of $4,701 for the closure of its
Latin American operations. Subsequently in 2000, the Company collected $400 of
accounts receivable previously written-off and, as a result, the cumulative
charge was reduced to $4,301. As of March 31, 2003, there was an accrual
balance of $211, which represents professional fees and various other closure
costs and is expected to be utilized by the end of 2003. The following table
provides the components of this charge.

|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   |               |     | 
|-------------------------------------------- | --------------------- | ------ | ----- | -------- |  | ----- | ----- | ----- | -------- | - | --------- | ----- |  | - | ------------- | --- | 
|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   | Balance as of
|                                             |                       |        |       |          |  |       | Cash  |       | Non-cash |   | March 31,
|Latin
America Charge  2000                  |                       | Charge |       | Payments |  | Usage |       | 2003 
|                                             |                       |        |       |          |  |       |       |      
|Severance costs
(approximately 40
employees) |                       | $      | 1,785 |          |  | $     | 1,574 |       |          | $ |          |       |  | $ | 211           |    
|Asset write-offs                             |                       |        | 2,916 |          |  |       |      |       |          |   | 2,916     |       |  |   |              |    
|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   |               |    
|                                             | Total original charge |        |       | 4,701    |  |       |       | 1,574 |          |   |           | 2,916 |  |   |               | 211 | 
|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   |               |    
|Accounts receivable
collections  2000       |                       |        | (400  | )        |  |       | (400  | )     |          |   |          |       |  |   |              |    
|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   |               |    
|                                             | Total                 |        | $     | 4,301    |  |       | $     | 1,174 |          |   | $         | 2,916 |  |   | $             | 211 | 
|                                             |                       |        |       |          |  |       |       |       |          |   |           |       |  |   |               |    

In 1999, the Company recorded $6,967 in restructuring and other charges
associated with lease terminations, former executive severance costs, CourseNet
Systems, Inc. acquisition costs and asset write-offs. On February 15, 2000,
the Company distributed the common stock of eLoyalty Corporation (eLoyalty)
owned by the Company to the Companys stockholders (the Spin-Off). eLoyalty
operated within the Company prior to the Spin-Off and is now a separate,
publicly traded company. The Company determined that a portion of the lease
terminations became unnecessary due to changes in TSC office usage by TSC and
eLoyalty and also determined that the actual costs for these lease terminations
would be less than previously anticipated and, as a result, the cumulative
charge was reduced by $1,892 to $5,075 during 2000 and 2001 and by $144 to
$4,931 during 2002. As of March 31, 2003, there was an accrual balance of
$224, which relates to amounts that the Company is contractually obligated to
pay through 2004 as a result of the lease terminations. The following table
provides the components of this charge.

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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Continued)

|                                          |                       |        |        |             |  |       |       |          |  |           |       |       |  |   |               |       | 
|----------------------------------------- | --------------------- | ------ | ------ | ----------- |  | ----- | ----- | -------- |  | --------- | ----- | ----- |  | - | ------------- | ----- | 
|                                          |                       |        |        |             |  |       |       |          |  |           |       |       |  |   | Balance as of
|Restructuring and Other                   |                       |        |        |             |  | Cash  |       | Non-cash |  | March 31,
|Charges  1999                            |                       | Charge |        | Payments(1) |  | Usage |       | 2003    
|                                          |                       |        |        |             |  |       |       |         
|Lease terminations                        |                       | $      | 3,011  |             |  | $     | 633   |          |  | $         | 35    |       |  | $ | 2,343         |      
|Former executive
severance costs          |                       |        | 1,814  |             |  |       | 1,747 |          |  |           | 150   |       |  |   | (83           | )    
|CourseNet Systems, Inc.
acquisition costs |                       |        | 1,300  |             |  |       |      |          |  |           | 1,300 |       |  |   |              |      
|Asset write-offs                          |                       |        | 842    |             |  |       |      |          |  |           | 842   |       |  |   |              |      
|                                          |                       |        |        |             |  |       |       |          |  |           |       |       |  |   |               |      
|                                          | Total original charge |        |        | 6,967       |  |       |       | 2,380    |  |           |       | 2,327 |  |   |               | 2,260 | 
|                                          |                       |        |        |             |  |       |       |          |  |           |       |       |  |   |               |      
|2000 adjustment                           |                       |        | (404   | )           |  |       |      |          |  |           |      |       |  |   | (404          | )    
|2001 adjustment                           |                       |        | (1,488 | )           |  |       |      |          |  |           |      |       |  |   | (1,488        | )    
|2002 adjustment                           |                       |        | (144   | )           |  |       |      |          |  |           |      |       |  |   | (144          | )    
|                                          |                       |        |        |             |  |       |       |          |  |           |       |       |  |   |               |      
|                                          | Total                 |        | $      | 4,931       |  |       | $     | 2,380    |  |           | $     | 2,327 |  |   | $             | 224   | 
|                                          |                       |        |        |             |  |       |       |          |  |           |       |       |  |   |               |      



---

|(1) |  | Net cash payments totaling $31 were made during the quarter ended March 31,
2003.
|--- |  | ---------------------------------------------------------------------------------

NOTE 10  RELATED PARTY

During the quarters ended March 31, 2003 and 2002, the Company provided
services to Bausch & Lomb, Inc (B&L). The Companys chairman, William H.
Waltrip, and another director of the Company, John R. Purcell, also serve as
directors for B&L. The services performed related to B&Ls global IT
integration project and were awarded following a competitive bidding process.
The amount of revenues recognized for such services during the quarters ended
March 31, 2003 and 2002 represented 12 percent and 1 percent of revenues before
reimbursements, respectively. Revenues from this client are currently expected
to total less than 4 percent of Company revenues during the second quarter of
2003 and subsequent quarters. The net accounts receivable balances as of March
31, 2003 and December 31, 2002 were $158 and $1,158, respectively.

NOTE 11  SUBSEQUENT EVENTS

The Company filed a Form 8-K on April 7, 2003 stating the change in the
Companys certifying accountant. The Company dismissed PricewaterhouseCoopers
LLP and appointed Grant Thornton LLP as the Companys independent accountants.

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TECHNOLOGY SOLUTIONS COMPANY




ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

OVERVIEW

Revenues in 2003 continue to be impacted by economic uncertainties and weakness
in the United States and global economies. As a result, demand for information
technology services, such as those we provide, continues to be adversely
impacted. We expect that these general economic uncertainties and weaknesses
may continue throughout 2003 and perhaps beyond. We expect quarterly revenues
and net income in the second quarter to decline as compared to the first
quarter of 2003. Although visibility continues to be very limited, we have
some very preliminary indications that the second quarter revenues may be our
low point.

In addition to the challenges presented by the difficult economic environment,
we also believe we are in the midst of some fundamental changes in the
information technology (IT) services industry. These changes include the
proliferation of Enterprise Resource Planning (ERP) expertise within the IT
departments of organizations. Today an increasing number of companies have the
ability to handle IT initiatives with in-house personnel, reducing the need to
engage outside consulting help. This increase in supply of trained personnel
will likely result in continued downward pressure on billing rates and gross
margins, even after the overall economic climate improves and demand for IT
services recovers from its current depressed state.

In order to provide possible new revenue streams, we have initiated two new
business offerings in recent quarters: (1) service and support offerings in the
local, state and federal government segments of the domestic systems
integration market and (2) the Performance Economic Institute which is a
subscription based research program that focuses on best practices in business
operations and execution and can allow us to conduct meaningful executive level
conversations as well as build new downstream integration business. During the
first quarter of 2003 we spent $0.7 million on these initiatives and we expect
to spend an additional $0.8 million during the second quarter.

The results of our operations are affected by general economic conditions as
well as the level of economic activity and change in the industries that we
serve. Our business is also driven by the pace of technological change and the
type and level of spending by our clients in the areas in which we provide
services. Many factors can result in a deferral, reduction or cancellation of
services requested by our prospective or current clients including budget
constraints, economic conditions and perceived project progress, success or
value. During periods of decreased demand, pricing pressures emerge as
companies try to minimize costs and negotiate lower prices for our services.
Our ability to successfully identify and prepare for these changes early in
their cycles is a key driver of our performance. Therefore, our strategy is to
try to anticipate these trends and identify cost-management initiatives that
will allow us to manage costs relative to expected revenues. In addition, a
significant portion of our revenues may be derived from large projects for a
limited number of clients. Accordingly, the loss of a significant client or
the loss or

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TECHNOLOGY SOLUTIONS COMPANY

MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

delay of a significant project could adversely impact our revenues and
financial position.

Project personnel costs constitute the majority of our operating costs. Since
project personnel costs are driven primarily by the cost of billable personnel,
mainly compensation and benefits, maintaining these costs at a reasonable and
predictable percentage of revenue is critical to our financial performance.
Project personnel costs as a percentage of revenues are driven by utilization
and average hourly billing rates. Utilization represents the percentage of our
billable professionals time spent on billable work. It is our strategy to try
to match our project personnel supply with demand. At times this requires us
to reduce headcount and reassign employees to other active projects when they
are no longer needed on a particular project. However, because of the mix of
skills needed and project duration, implementation of this strategy may be
delayed at times. Accordingly, any decline in revenues without a corresponding
and timely reduction in staffing, or a staffing increase that is not
accompanied by a corresponding increase in revenues, could have a material
adverse effect on our business, operating results and financial condition.

Management believes that judgement and estimates related to the following
critical accounting policies could materially affect its consolidated financial
statements. Our critical accounting policies are as follows:



| |  | Revenue recognition                              
|- |  | -------------------------------------------------
| 
| |  | Estimating the allowance for doubtful receivables
| 
| |  | Accounting for income taxes                      

These policies are discussed further in this section under Revenues, Bad
Debt Expense and Income Taxes.

REVENUES

We derive our revenues from a variety of information technology services,
including systems integration, packaged software integration and implementation
services, programming, training and extended support services. For most of our
engagements, we recognize revenues on contracts on a time and materials basis
as work is performed primarily based on hourly billing rates. For our limited
number of fixed price contracts (which require, depending on size, senior
executive and/or board level approval), we recognize revenues using the
percentage-of-completion method, which is based on the percentage of work
performed in the period compared to the total estimated work to be performed
over the entire contract. Revenues are subject to revision as the contract
progresses to completion. Any revisions in the estimate are charged to
operations in the period in which the facts that give rise to the revision
become known. Contracts are performed in phases. Losses on contracts, if any,
are reserved in full when determined. Contract losses are determined by the
amount by which the estimated cost of the contract exceeds the estimated total
revenues that will be generated by the contract. Extended support revenues are
recognized as services are rendered.

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TECHNOLOGY SOLUTIONS COMPANY

MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

COSTS AND EXPENSES

Project Personnel

Project personnel costs consist primarily of professional salaries and
benefits.

Other Project Expenses

Other project expenses consist of the cost for subcontractors hired for use and
billed on our client projects as well as nonbillable expenses incurred for
client projects and business development. Nonbillable expenses include
recruiting fees, certain selling expenses, and personnel training.

Reimbursable Expenses

Reimbursable expenses represent project related and other out-of-pocket
expenses that are reimbursable by the client. An equivalent amount is included
in revenues under the caption Reimbursements.

Bad Debt Expense

We maintain an allowance for doubtful receivables resulting from the failure of
our customers to make required payments. We also analyze our note receivables.
Management specifically analyzes accounts receivable, on a client by client
basis, when evaluating the adequacy of our allowance for doubtful receivables
including customer credit worthiness and current economic trends and records
any necessary bad debt expense based on the best estimate of the facts known to
date. Should the facts regarding the collectability of receivables change, the
resulting change in the allowance would be charged or credited to income in the
period such determination is made. Such a change could materially impact our
financial position and results of operations.

Management and Administrative Support

Management and administrative support costs consist of practice area costs and
infrastructure costs. Practice area costs include practice area management,
support personnel, marketing costs and recruiting costs. Infrastructure costs
include senior corporate management; accounting; financial reporting; finance;
tax; legal; treasury; human resources; employee benefits; marketing; public and
investor relations; office operations; recruiting; training; internal
communications; internal technology applications; planning; quality assurance;
and risk management.

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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY

MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Incentive Compensation

Incentive compensation is accrued at a set percentage of base salary, which
varies by level of employee, and adjusted to reflect the amounts needed for
active employees and for performance against targets, goals and objectives.
Payments of incentive compensation, if any, are performance based and are
determined by both objective (financial-based) and subjective measures. These
objectives include both quarterly and full fiscal year parameters.

Income Taxes

We use an asset and liability approach to financial accounting and reporting
for income taxes. Deferred income taxes are provided using currently enacted
tax rates when tax laws and financial accounting standards differ with respect
to the amount of income for a year and the basis of assets and liabilities. We
do not provide U.S. deferred income taxes on earnings of foreign subsidiaries
that are expected to be indefinitely reinvested. Judgement is required in
determining our provision for income taxes, our deferred tax assets and
liabilities and any valuation allowance recorded against our net deferred tax
assets. We have not provided a valuation allowance on our net deferred tax
assets as we believe it is more likely than not that they will be fully
utilized. While we have considered future taxable income in determining
whether these deferred tax assets will be fully utilized, should actual results
differ from these estimates, or we adjust these estimates in future periods, we
may need to establish a valuation allowance. This resulting valuation
allowance would be charged to income in the period such determination is made
and could materially impact our financial position and results of operations.

THREE MONTHS ENDED MARCH 31, 2003 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2002

Revenues

Consolidated net revenues were $16.6 million for the three months ended March
31, 2003, a decrease of 39 percent from the same period in the prior year.
Revenues before reimbursements decreased 38 percent to $15.2 million from $24.5
million. We believe that this decline in revenues was primarily due to
decreased demand arising out of the continuing economic uncertainties and a
decline in corporate information technology capital expenditures as large and
small companies reassessed their goals and budgets.

During the three months ended March 31, 2003, three clients accounted for 38
percent of revenues before reimbursements (ExxonMobil Corp.  15 percent,
Bausch & Lomb Inc.  12 percent and Caterpillar Inc.- 11 percent). During the
three months ended March 31, 2002, three customers accounted for 50 percent of
revenues before reimbursements (ExxonMobil Corp.  20 percent, Caterpillar Inc.
 18 percent and Pfizer Inc.  12 percent). We added 10 new clients and 24 new
projects during the three months ended March 31, 2003 compared to 6 new clients
and 39 new projects during the same period in the prior year. In addition, we
performed work for 50 clients and 107 projects during the three months ended
March 31, 2003 compared to 62 clients and 119 projects during the same period
in the prior year.

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TECHNOLOGY SOLUTIONS COMPANY

MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

During the quarters ended March 31, 2003 and 2002, we provided services to
Bausch & Lomb, Inc (B&L). Our chairman, William H. Waltrip, and another
director of the Company, John R. Purcell, also serve as directors for B&L. The
services performed related to B&Ls global IT integration project and were
awarded following a competitive bidding process. The amount of revenues
recognized for such services during the quarters ended March 31, 2003 and 2002
represented 12 percent and 1 percent of revenues before reimbursements,
respectively. Revenues from this client are currently expected to total less
than 4 percent of our revenues during the second quarter of 2003 and subsequent
quarters. The net accounts receivable balances as of March 31, 2003 and
December 31, 2002 were $158 and $1,158, respectively.

Costs and Expenses

Project personnel costs were $9.0 million for the three months ended March 31,
2003, a decrease of 33 percent from the same period in the prior year. This
decrease was largely attributable to staff and salary reductions driven by our
ongoing efforts to keep headcount and costs in line with associated demand for
our services, as described earlier in this item. Professional domestic
headcount decreased to 248 as of March 31, 2003 compared to 373 as of March 31,
2002. Annualized voluntary turnover remained unchanged at 9 percent for both
quarters. Project personnel costs as a percentage of revenues before
reimbursements increased to 59 percent for the three months ended March 31,
2003 from 55 percent from the same period in the prior year primarily due to a
decline in average hourly billing rates and staff utilization. Average hourly
billing rates decreased 3 percent to $173. The decline in hourly billing rates
reflects the increased competitive environment in the information technology
consulting market. Staff utilization declined to 63 percent from 66 percent.

Other project expenses were $1.7 million for the three months ended March 31,
2003, a decrease of 55 percent from the same period in the prior year. The
decrease in other project expenses consisted of the following: a decrease in
subcontractor costs of $0.6 million due to the decline in revenues and the
corresponding limited use of subcontractors; a decrease in business development
costs of $0.4 million, such as, travel, certain marketing costs and practice
area development costs; a decrease in headcount related costs of $0.3 million,
which included training, computer and communication costs; and a decrease in
various other costs of $0.8 million, such as, severance and selling expenses.
Other project expenses as a percentage of revenues before reimbursements
decreased to 11 percent for the three months ended March 31, 2003 from 15
percent for the same period in the prior year as a result of the Companys
ongoing cost controls.

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TECHNOLOGY SOLUTIONS COMPANY

MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Bad debt expense was $0.1 million for the three months ended March 31, 2003
compared to $0.4 million for the same period in the prior year. This decline
in bad debt expense was due to fewer collection issues and lower revenues
during the quarter compared to the same period in the prior year.

Management and administrative support costs decreased to $4.2 million for the
three months ended March 31, 2003 from $5.6 million in the same period in the
prior year. This decrease mainly resulted from a decrease in labor costs of
$0.7 million as we reduced headcount and salaries as a result of our
cost-management initiatives; and a decrease in various other costs, such as,
office, office related, travel and legal costs of $0.7 million due to reduced
headcount and our continued cost controls.

Incentive compensation expense was $0.3 million for the three months ended
March 31, 2003 compared with $1.5 million in the same period in the prior year.
Incentive compensation as a percentage of revenues excluding reimbursements
decreased to 2 percent during the three months ended March 31, 2003 compared to
6 percent in the same period in the prior year as a result of weaker
performance against targets, goals and objectives during the quarter as
compared to the same period in the prior year. If employees meet their 2003
quarterly quantitative and qualitative objectives, we expect to continue to
accrue incentive compensation during 2003.

Operating Loss

Consolidated operating loss improved slightly to $0.1 million for the three
months ended March 31, 2003 compared to $0.2 million for the same period in the
prior year.

Other Income

Other income for the three months ended March 31, 2003 was $0.3 million
compared to $0.4 million for the same period in the prior year. The slight
decrease is a result of lower interest rates year over year. Our cash and cash
equivalents were primarily invested in overnight money market type accounts.
Average interest rates were approximately 1.23 percent during the three months
ended March 31, 2003 compared to approximately 1.97 percent during the same
period in the prior year.

Income Tax Provision

Our effective nominal tax rate for the three months ended March 31, 2003 and
2002 was 40 percent. The effective nominal tax rate exceeded the federal rate
mainly as a result of state income taxes.

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TECHNOLOGY SOLUTIONS COMPANY

MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Shares Outstanding

Weighted average number of common shares outstanding and weighted average
number of common and common equivalent shares outstanding decreased due to the
significant repurchase of some of our outstanding shares under our previously
announced Repurchase Program as well as a reduction in the dilutive effect of
common equivalent shares due to a decline in our stock price. During the three
months ended March 31, 2003 under the share Repurchase Program, we purchased
242,700 shares of our Common Stock at an average price of $1.03 per share
compared to 921,400 shares at an average price of $1.65 per share in the same
period in the prior year.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $0.7 million and $7.4 million for the
three months ended March 31, 2003 and 2002, respectively. Net cash used in
operating activities for the three months ended March 31, 2003 was mainly due
to bonus and 401k match payments made during the quarter, offset by accounts
receivable collections. These payments resulted in a decrease in accrued
compensation and related costs. The accounts receivable collections
contributed to improved days sales outstanding during the period. Days sales
outstanding improved by 21 days to 51 days at March 31, 2003 as compared to
March 31, 2002 primarily due to enhanced collections efforts.

Estimated future cash commitments include various office facilities, property
and office equipment under operating leases and other costs that expire at
various dates. The minimum cash commitments under these non-cancelable
operating leases and other obligations with terms in excess of one year are as
follows: $1.0 million for the remaining three quarters in 2003, $1.2 million in
2004, $0.4 million in 2005, $0.1 million in 2006 and $0.1 million in 2007. In
addition, we have a minimum remaining annual commitment for telecommunications
of $0.4 million for the remaining three quarters in 2003. The Company has no
guarantees of third party debt as of March 31, 2003, nor any other off-balance
sheet commitments.

Net cash provided by investing activities was $0.3 million for the three months
ended March 31, 2003 from the sale of available-for-sale securities, slightly
offset by capital expenditures. We currently have no material commitments for
capital expenditures.

Net cash used in financing activities was $0.2 million for the three months
ended March 31, 2003. During the quarter we purchased 242,700 shares of our
Common Stock under our share Repurchase Program for $0.3 million and received
$0.1 million from purchases under the employee stock purchase plan.

Our primary sources of liquidity are our cash and cash equivalents, marketable
securities and anticipated operating cash flows. Our cash and cash equivalents
and marketable securities balance at March 31, 2003 was $47.9 million.
Depending on revenues and cash collections, we expect our cash and cash
equivalent and marketable securities balance at June 30, 2003 to be

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TECHNOLOGY SOLUTIONS COMPANY

MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

approximately $40.0 million to $43.0 million. We believe that these sources
are sufficient to meet our current cash requirements. Our investment policy is
to maintain most of our cash and cash equivalents in highly liquid, large money
market type funds. This policy exposes us to short-term interest rate
fluctuations. Operating results and liquidity, including our ability to raise
additional capital if necessary, may be materially and adversely affected by a
decrease in demand for the Companys services. While it is our strategy to
reduce costs in order to match our capacity with demand, this may not achieve
the necessary cost savings. In addition, a number of other factors, including
changes in general economic conditions, technological changes, competition, and
the suspension or cancellation of a large project could have an adverse effect
on future results and liquidity. These aforementioned factors, as well as
other factors, are more fully described in the Companys Annual Report on Form
10-K for the year ended December 31, 2002 under Managements Discussion and
Analysis of Financial Condition and Results of Operations Assumptions
Underlying Certain Forward-Looking Statements and Factors that May Affect
Future Results.

We have a nonqualified deferred compensation plan. All Company executives
(defined as Vice Presidential level and above) are eligible to participate in
this voluntary program, which permits participants to defer receipt of a
portion of their compensation. We hold deferred amounts in a rabbi trust for
the benefit of plan participants and investment earnings (or losses) are
credited to the participants accounts based on investment allocation options
selected by the participants. We do not guarantee these investments or
earnings thereon. These investments remain assets of the Company and are
available to the general creditors of the Company in the event of our
insolvency.

We had a $10.0 million unsecured line of credit facility (the Facility) with
Bank of America National Trust and Savings Association. The agreement expired
on March 31, 2003. We have never borrowed against the Facility and
accordingly, we chose not to renew the Facility upon its expiration.

NEW ACCOUNTING STANDARDS

In January 2003, the Financial Accounting Standards Board (FASB) issued
Emerging Issues Task Force (EITF) Issue No. 00-21, Revenue Arrangements with
Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to
determine whether an arrangement involving multiple deliverables contains more
than one unit of accounting and how arrangement consideration should be
measured and allocated to the separate units of accounting in the arrangement.
EITF Issue No. 00-21 will be effective for arrangements entered into in fiscal
periods beginning after June 15, 2003. We do not expect that the provisions of
EITF Issue No. 00-21 will have a material impact on our results of operations
or financial position.

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TECHNOLOGY SOLUTIONS COMPANY

MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

In January 2003, the FASB issued FASB Interpretation No.46, Consolidation of
Variable Interest Entities  an interpretation of ARB No. 51 (FIN 46). FIN
46 requires that if an entity has a controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN 46
requires that its provisions are effective immediately for all arrangements
entered into after January 31, 2003. For those arrangements entered into prior
to January 31, 2003, the FIN 46 provisions are required to be adopted at the
beginning of the first interim or annual period beginning after June 15, 2003.
We do not expect that the provisions of FIN 46 will have a material impact on
our results of operations or financial position.

This Form 10-Q contains or may contain certain forward-looking statements
concerning our financial position, results of operations, cash flows, business
strategy, budgets, projected costs and plans and objectives of management for
future operations as well as other statements including words such as
anticipate, believe, plan, estimate, expect, intend, and other
similar expressions. These forward-looking statements involve significant
risks and uncertainties. Although we believe that the expectations reflected
in such forward-looking statements are based on reasonable assumptions, readers
are cautioned that no assurance can be given that such expectations will prove
correct and that actual results and developments may differ materially from
those conveyed in such forward-looking statements. Important factors that
could cause actual results to differ materially from the expectations reflected
in the forward-looking statements in this Form 10-Q include, among others, our
ability to manage the pace of technological change, our ability to manage the
current downturn in our industry and the economy in general, our ability to
manage growth and attract and retain employees in the event the economy turns
around, our ability to accommodate a changing business environment, general
business and economic conditions in our operating regions, market conditions
and competitive and other factors, our ability to continue to attract new
clients and sell additional work to existing clients and our ability to manage
costs and headcount relative to expected revenues, all as more fully described
herein and in our Annual Report on Form 10-K for the year ended December 31,
2002 under Managements Discussion and Analysis of Financial Condition and
Results of Operations Assumptions Underlying Certain Forward-Looking
Statements and Factors that May Affect Future Results and elsewhere from time
to time in our other SEC reports. Such forward-looking statements speak only
as of the date on which they are made and we do not undertake any obligation to
update any forward-looking statement to reflect events or circumstances after
the date of this Form 10-Q. If we do update or correct one or more
forward-looking statements, investors and others should not conclude that we
would make additional updates or corrections with respect thereto or with
respect to other forward-looking statements. Actual results may vary
materially.

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TECHNOLOGY SOLUTIONS COMPANY

PART I. FINANCIAL INFORMATION
(Continued)




ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

TSC is exposed to interest rate fluctuations. Changes in interest rates affect
interest income and expense on cash and cash equivalents, marketable securities
and marketable securities held in trust. The Companys cash and cash
equivalents were primarily invested in overnight money market type accounts.
Average interest rates were approximately 1.23 percent during the three months
ended March 31, 2003 compared to approximately 1.97 percent during the same
period in the prior year. Based on the cash and cash equivalents balances as
of March 31, 2003 and 2002, a hypothetical 1.00 percent increase in interest
rates would have resulted in approximately $0.1 million in additional net
investment income during each of the quarters ended March 31, 2003 and 2002.

The financial statements of the Companys non-U.S. subsidiaries are remeasured
into U.S. dollars using the U.S. dollar as the functional currency. The market
risk associated with the foreign currency exchange rates is not material in
relation to the Companys consolidated financial position, results of
operations or cash flows. The Company does not have any significant accounts
payable, account receivable or commitments in a currency other than that of the
reporting units functional currency. The Company does not utilize derivative
financial instruments to manage the exposure in non-U.S. operations.




ITEM 4CONTROLS AND PROCEDURES

The management of the Company, including the Chief Executive Officer and Chief
Financial Officer, have conducted an evaluation of the effectiveness of
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 as of a
date within 90 days prior to the filing of this quarterly report. Based on
this evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures are effective in ensuring
that all material information relating to the Company that is required to be
included in the reports that the Company files with the SEC is made known to
them in a timely fashion. There have been no significant changes in internal
controls, or in factors that could significantly affect internal controls,
subsequent to the date the Chief Executive Officer and Chief Financial Officer
completed their evaluation.

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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY




PART II. OTHER INFORMATION




ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Companys 2003 Annual Meeting of Stockholders (the Annual Meeting) was
held on April 24, 2003. Represented at the Annual Meeting, either in person or
by proxy, were 37,447,426 voting shares. The following actions were taken by a
vote of the Companys stockholders at the Annual Meeting: Messrs. William H.
Waltrip, Carl F. Dill, Jr., and Gerald Luterman were elected to serve as
members of the Companys Board of Directors receiving 29,392,646; 37,380,719;
and 37,381,182 votes in favor of election, respectively, and 8,054,780; 66,707;
and 66,244 votes withheld, respectively. There were no votes against,
abstentions or broker non-votes with respect to the election of any nominee
named. In addition, the terms of office for Messrs. Jack N. Hayden and John R.
Purcell continue until the 2004 Annual Meeting while those of Messrs. Raymond
P. Caldiero and Stephen B. Oresman continue until the 2005 Annual Meeting.




ITEM 6EXHIBITS AND REPORT ON FORM 8-K



| | (a) |  | Exhibits                                                                                                                                                                                                                                                                             
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Exhibit 99.1*  Certification Pursuant to Section 1350 of
Chapter 63 of Title 18 of the United States Code.                                                                                                                                                                          
|
| |     |  | Exhibit 99.2*  Certification Pursuant to Section 1350 of
Chapter 63 of Title 18 of the United States Code.                                                                                                                                                                          
|
| | (b) |  | No reports on Form 8-K were filed during the quarter
ended March 31, 2003.                                                                                                                                                                                                           
|
| |     |  | All other items in Part II are either not applicable to the
Company during the quarter ended March 31, 2003, the answer is
negative, or a response has been previously reported and an
additional report of the information is not required, pursuant
to the instructions to Part II.



---

| | *Filed herewith
| | ---------------

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##### Table of Contents






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                  |  |                              |  |                                             
|----------------- |  | ---------------------------- |  | --------------------------------------------
|                  |  | TECHNOLOGY SOLUTIONS COMPANY
|                  |  |                              |  |                                             
|Date: May 5, 2003 |  | By:                          |  | /s/ TIMOTHY P. DIMOND                       
|                  |  |                              |  |                                             
|                  |  |                              |  | Timothy P. Dimond
   Chief Financial Officer

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##### Table of Contents






CERTIFICATION

I, Jack N. Hayden, the President and Chief Executive Officer of Technology
Solutions Company, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Technology
Solutions Company;                                                                                                                                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered in
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a. |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c. |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                  |  |     |  |                                                      | 
|----------------- |  | --- |  | ---------------------------------------------------- | 
|Date: May 5, 2003 |  | By: |  | /s/ JACK N. HAYDEN                                   | 
|                  |  |     |  |                                                      | 
|                  |  |     |  | Jack N. Hayden
President and Chief Executive Officer | 

Page 26



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##### Table of Contents



CERTIFICATION

I, Timothy P. Dimond, the Chief Financial Officer of Technology Solutions
Company, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Technology
Solutions Company;                                                                                                                                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered in
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a. |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c. |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                  |  |     |  |                                              | 
|----------------- |  | --- |  | -------------------------------------------- | 
|Date: May 5, 2003 |  | By: |  | /s/ TIMOTHY P. DIMOND                        | 
|                  |  |     |  |                                              | 
|                  |  |     |  | Timothy P. Dimond
   Chief Financial Officer | 

Page 27