<PAGE>

================================================================================

                                 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 quarter ended June 30, 2001

                        Commission file number 0-19433


                                  [LOGO] TSC


                         Technology Solutions Company
                     Incorporated in the State of Delaware
                    Employer Identification No. 36-3584201


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



    TSC (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 and (2)
    HAS BEEN subject to such filing requirements for the past 90 days.

    As of July 31, 2001, there were outstanding 44,063,839 shares of TSC Common
    Stock, par value $.01.

================================================================================
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY
                              Index to Form 10-Q

================================================================================

                                    Part I
                                    ------
                                                                        Page
                                                                       Number
                                                                       ------
FINANCIAL INFORMATION (UNAUDITED)

ITEM 1.  FINANCIAL STATEMENTS

      Consolidated Balance Sheets as of
         June 30, 2001 and December 31, 2000 .........................   3

      Consolidated Statements of Operations
         for the Three Months and Six Months Ended
         June 30, 2001 and 2000.......................................   4

      Consolidated Statements of Cash Flows
         for the Six Months Ended June 30, 2001 and 2000 .............   5

      Notes to Consolidated Financial Statements......................   6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............  13


                                     Part II
                                     -------

OTHER INFORMATION

      Item 4..........................................................  21

      Item 6..........................................................  21


SIGNATURES............................................................  22

================================================================================
                                    Page 2
<PAGE>

                         PART I. FINANCIAL INFORMATION
================================================================================
ITEM 1.  Financial Statements
                         TECHNOLOGY SOLUTIONS COMPANY
                          CONSOLIDATED BALANCE SHEETS
                (In thousands, except share and per share data)
                                    ASSETS
                                    ------

<TABLE>
<CAPTION>
                                                                                                     June 30,          December 31,
                                                                                                      2001                   2000
                                                                                                     ------                 ------
                                                                                                   (unaudited)
<S>                                                                                                <C>                 <C>
CURRENT ASSETS:
     Cash and cash equivalents...............................................................        $ 34,874             $ 40,574
     Marketable securities...................................................................          14,192               16,791
     Receivables, less allowance for doubtful receivables of $10,950 and $3,713..............          29,732               33,165
     Deferred income taxes...................................................................          10,211               10,211
     Refundable income taxes.................................................................           3,053                3,241
     Other current assets....................................................................           2,491                2,734
                                                                                                     --------             --------
        Total current assets.................................................................          94,553              106,716

COMPUTERS, FURNITURE AND EQUIPMENT, NET......................................................           3,388                3,520
GOODWILL ....................................................................................             129                3,526
DEFERRED INCOME TAXES........................................................................          13,304                7,438
LONG-TERM RECEIVABLES AND OTHER..............................................................           6,008                6,438
                                                                                                     --------             --------
        Total assets.........................................................................        $117,382             $127,638
                                                                                                     ========             ========


                                    LIABILITIES AND STOCKHOLDERS' EQUITY
                                   -------------------------------------

CURRENT LIABILITIES:
     Accounts payable........................................................................        $  2,517             $  1,116
     Accrued compensation and related costs..................................................          14,430               16,043
     Deferred compensation...................................................................           9,037               10,747
     Restructuring and other accruals........................................................           5,383                2,687
     Other current liabilities...............................................................           3,336                4,428
                                                                                                     --------             --------
        Total current liabilities............................................................          34,703               35,021
DEFERRED INCOME TAXES DUE TO FORMER SUBSIDIARY...............................................           6,204                6,244
COMMITMENTS AND CONTINGENCIES................................................................              --                   --
                                                                                                     --------             --------
        Total liabilities....................................................................          40,907               41,265
                                                                                                     --------             --------

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--
      44,695,731 and 44,565,515..............................................................             447                  446
     Capital in excess of par value..........................................................         122,704              122,935
     Accumulated deficit.....................................................................         (45,854)             (35,552)
     Treasury Stock, at cost, 361,192 and 567,901 shares.....................................            (757)              (1,295)
     Accumulated other comprehensive (loss) income:
      Unrealized holding loss, net...........................................................            (195)                (276)
      Cumulative translation adjustment......................................................             130                  115
                                                                                                     --------             --------
        Total stockholders' equity...........................................................          76,475               86,373
                                                                                                     --------             --------

        Total liabilities and stockholders' equity...........................................        $117,382             $127,638
                                                                                                     ========             ========
</TABLE>

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

================================================================================
                                    Page 3
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                            For the Three                 For the Six
                                                                             Months Ended                 Months Ended
                                                                               June 30,                     June 30,
                                                                          ------------------           -------------
                                                                          2001           2000          2001          2000
                                                                          ----           ----          ----          ----
                                                                             (unaudited)                  (unaudited)
<S>                                                                      <C>           <C>          <C>            <C>
REVENUES...........................................................      $ 34,018      $ 36,254     $  68,104      $ 69,436
                                                                         --------      --------     ---------      --------

COSTS AND EXPENSES:
  Project personnel................................................        17,896        17,381        36,047        33,494
  Other project expenses...........................................        12,166         5,031        17,305        10,185
  Management and administrative support............................         8,640         7,499        17,932        16,726
  Goodwill amortization............................................           153           230           383           460
  Restructuring and other charges..................................         9,256            --         7,768         4,701
  Incentive compensation...........................................         2,594         2,933         4,659         5,046
                                                                         --------      --------     ---------      --------
                                                                           50,705        33,074        84,094        70,612
                                                                         --------      --------     ---------      --------

OPERATING (LOSS) INCOME............................................       (16,687)        3,180       (15,990)       (1,176)
                                                                         --------      --------     ---------      --------

OTHER INCOME (EXPENSE):
  Net investment income............................................           398           739           939         1,863
  Interest expense.................................................           --             (6)          --            (14)
                                                                         --------      --------     ---------      --------
                                                                              398           733           939         1,849
                                                                         --------      --------     ---------      --------

(LOSS) INCOME BEFORE INCOME TAXES..................................       (16,289)        3,913       (15,051)          673

INCOME TAX (BENEFIT) PROVISION.....................................        (5,246)        1,622        (4,749)          323
                                                                         --------      --------     ---------      --------

NET (LOSS) INCOME..................................................      $(11,043)     $  2,291     $ (10,302)     $    350
                                                                         ========      ========     =========      ========

BASIC NET (LOSS) EARNINGS PER COMMON SHARE........................       $  (0.25)     $   0.05     $   (0.23)     $   0.01
                                                                         ========      ========     =========      ========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING...............        44,390        44,195        44,239        44,000
                                                                         ========      ========     =========      ========

DILUTED NET (LOSS) EARNINGS PER COMMON SHARE.......................      $  (0.25)     $   0.05     $   (0.23)     $   0.01
                                                                         ========      ========     =========      ========

WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES
  OUTSTANDING......................................................        44,390        48,258        44,239        48,295
                                                                         ========      ========     =========      ========
</TABLE>

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

================================================================================
                                    Page 4
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY
                     Consolidated statements of cash Flows
                                (In thousands)

<TABLE>
<CAPTION>
                                                                                                      For the
                                                                                                 Six Months Ended
                                                                                                     June 30,
                                                                                                     -------
                                                                                               2001              2000
                                                                                               ----              ----
                                                                                                     (unaudited)
<S>                                                                                          <C>               <C>
         CASH FLOWS FROM OPERATING ACTIVITIES:
           Net (loss) income........................................................         $(10,302)         $    350
           Restructuring and other charges..........................................            7,768             4,701
           Adjustments to reconcile net (loss) income to net
             cash from operating activities:
              Depreciation and amortization.........................................            1,210             2,605
              Provisions for receivable valuation allowances and
                reserves for possible losses, net of recoveries.....................            8,495               577
              Loss on sale of investments...........................................               --                 5
              Deferred income taxes.................................................           (5,704)              522

              Changes in assets and liabilities:
                Receivables.........................................................           (5,324)          (10,601)
                Purchases of trading securities related to deferred
                  compensation plan.................................................             (601)           (2,292)
                Former employees' distributions from
                  deferred compensation plan........................................            2,311               812
                Refundable income taxes.............................................              187              (888)
                Other current assets................................................             (340)           (3,926)
                Accounts payable....................................................            1,410               542
                Accrued compensation and related costs..............................           (1,594)           (4,348)
                Deferred compensation...............................................           (1,710)            1,480
                Restructuring and other accruals....................................           (1,461)           (8,887)
                Other current liabilities...........................................           (1,044)           (1,707)
                Other assets........................................................              431              (365)
                                                                                             --------          --------
                  Net cash used in operating activities.............................           (6,268)          (21,420)
                                                                                             --------          --------

         CASH FLOWS FROM INVESTING ACTIVITIES:
           Proceeds from available-for-sale securities..............................            1,000               725
           Capital expenditures.....................................................             (695)           (1,320)
           Additional cash contribution to eLoyalty Corporation.....................               --           (20,000)
           Cash used by discontinued operations.....................................               --            (2,311)
                                                                                             --------          --------
                  Net cash provided by (used in) investing activities...............              305           (22,906)
                                                                                             --------          --------

         CASH FLOWS FROM FINANCING ACTIVITIES:
           Proceeds from exercise of stock options..................................              824             4,702
           Proceeds from employee stock purchase plan...............................              633             1,812
           Purchase of treasury stock...............................................           (1,311)               --
                                                                                             --------          --------
                  Net cash provided by financing activities.........................              146             6,514
                                                                                             --------          --------

         EFFECT OF EXCHANGE RATE CHANGES ON CASH
           AND CASH EQUIVALENTS.....................................................              117               299
                                                                                             --------          --------

         DECREASE IN CASH AND CASH EQUIVALENTS......................................           (5,700)          (37,513)

         CASH AND CASH EQUIVALENTS,
            BEGINNING OF PERIOD.....................................................           40,574            81,002
                                                                                             --------          --------
         CASH AND CASH EQUIVALENTS, END OF PERIOD...................................         $ 34,874          $ 43,489
                                                                                             ========          ========
</TABLE>


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

================================================================================
                                    Page 5
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================


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 June 30, 2001, the consolidated statements of operations for
the three and six months ended June 30, 2001 and 2000 and the consolidated
statements of cash flows for the six months ended June 30, 2001 and 2000 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 June 30, 2001 and
for all periods presented. All adjustments made, except those related to
restructuring and other charges, have been of a normal and recurring nature.
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
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, 2000 filed with the United States
Securities and Exchange Commission (SEC) on March 22, 2001.



NOTE 2 -- THE COMPANY

TSC delivers business benefits through information technology (IT) consulting
and systems integration services that help clients transform their businesses,
their internal business processes and their relationships with customers,
suppliers, distributors and employees and help these organizations realize the
full benefits of information technology throughout the enterprise. The Company's
clients generally are located throughout North America and in Europe.

On February 15, 2000, TSC 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 (see Note 9). There were no discontinued
operations in the Company's results of operations for the six months ended June
30, 2000, as the Company has provided for the estimated loss on distribution in
its results of operations for the year ended December 31, 1999.


NOTE 3 -- STOCK OPTIONS
As of June 30, 2001, options to purchase 11.0 million shares of common stock
were outstanding and options to purchase an additional 2.6 million shares of
common stock were available for grant under the Technology Solutions Company
1996 Stock Incentive Plan.

================================================================================
                                    Page 6
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
================================================================================


NOTE 4 -- CAPITAL STOCK

In September 2000, the Company announced its plan to repurchase up to 3,000,000
shares of its outstanding common stock (the Repurchase Program). During the six
months ended June 30, 2001, the Company repurchased 629,350 common shares under
the Repurchase Program for an aggregate purchase price of $1,311,280. As of June
30, 2001 cumulative purchases under the Repurchase Program were 1,662,450 common
shares and 1,337,550 common shares were available for purchase.


NOTE 5 -- (LOSS) EARNINGS PER COMMON SHARE

The Company discloses basic and diluted (loss) earnings per share in the
consolidated statements of operations under the provisions of Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." (Loss)
earnings per common share assuming dilution is computed by dividing net (loss)
earnings 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.
Common equivalent shares of 1,446,000 and 1,702,000 were not included in the
diluted loss per share calculation as they were antidilutive for the three and
six months ended June 30, 2001, respectively. (Loss) earnings per common share
is computed by dividing net (loss) income by the weighted average number of
common shares outstanding during each period presented.


     Reconciliation of Basic and Diluted (Loss) Earnings Per Share for the Three
--------------------------------------------------------------------------------
Months Ended
------------
(In thousands, except per share data)

<TABLE>
<CAPTION>
                                     June 30, 2001                         June 30, 2000
                               ---------------------------------------------------------------
                                       (unaudited)                            (unaudited)
                               Net                Per Common        Net                   Per Common
                               Loss      Shares      Share        Income        Shares       Share
                               ----      ------      -----        ------        ------       -----
<S>                         <C>          <C>      <C>             <C>           <C>       <C>
Basic (Loss) Earnings
Per Share                   $(11,043)    44,390    $(0.25)        $2,291        44,195      $0.05
                                                   ======                                   =====
Effect of Stock Options           --         --                       --         4,063
                            ---------    ------                   ------        ------
Diluted (Loss)
Earnings Per Share          $(11,043)    44,390    $(0.25)        $2,291        48,258      $0.05
                            ========     ======    ======         ======        ======      =====
</TABLE>


================================================================================
                                    Page 7
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
================================================================================


<TABLE>
<CAPTION>
    Reconciliation of Basic and Diluted (Loss) Earnings Per Share for the Six Months Ended
-------------------------------------------------------------------------------------------
(In thousands, except per share data)

                               June 30, 2001                         June 30, 2000
                      ------------------------------         ------------------------------
                                 (unaudited)                            (unaudited)
                                               Per                                      Per
                         Net                  Common           Net                    Common
                         Loss      Shares      Share          Income      Shares       Share
                      --------   ---------     -----         --------    ---------     -----
<S>                   <C>        <C>          <C>            <C>         <C>         <C>
Basic (Loss)
Earnings Per Share    $(10,302)    44,239     $(0.23)        $    350       44,000    $   0.01
                                              ======                                  ========
Effect of Stock
Options                     --         --                          --        4,295
                      --------   --------                    --------    ---------
Diluted (Loss)
Earnings Per Share    $(10,302)    44,239     $(0.23)        $    350       48,295    $   0.01
                      ========   ========     ======         ========    =========    ========
</TABLE>

================================================================================
                                     Page 8
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
=============================== ================================================

NOTE 6 -- COMPREHENSIVE (LOSS) INCOME

The Company's comprehensive (loss) income was as follows:

<TABLE>
<CAPTION>
                                                                                  For the Three Months Ended
      (In thousands)                                                                       June 30,
                                                                             ------------------------------------

                                                                                  2001                2000
                                                                             ---------------    -----------------
      <S>                                                                    <C>                 <C>
      Net (Loss) Income.................................................        $(11,043)              $2,291

      Other Comprehensive Income:
       Net Unrealized Holding Gains (Losses) on
        Available-for-Sale Securities, net of tax.......................              38                  (50)
       Translation Adjustment...........................................              (6)                  54
                                                                                --------               ------
          Other Comprehensive Income... ................................              32                    4
                                                                                --------               ------
      Total Comprehensive (Loss) Income ................................        $(11,011)              $2,295
                                                                                =========              ======
</TABLE>

<TABLE>
<CAPTION>
                                                                                   For the Six Months Ended
      (In thousands)                                                                      June 30,
                                                                             ------------------------------------
                                                                                  2001                2000
                                                                             ---------------    -----------------
      <S>                                                                    <C>                <C>
      Net (Loss) Income.................................................        $(10,302)              $  350
      Other Comprehensive Income (Loss):
       Net Unrealized Holding Gains (Losses) on
        Available-for-Sale Securities, net of tax.......................              81                  (81)
       Translation Adjustment                                                         15                   67
                                                                                --------               ------
          Other Comprehensive Income (Loss).............................              96                  (14)
                                                                                --------               ------
      Total Comprehensive (Loss) Income.................................        $(10,206)              $  336
                                                                                =========              ======
</TABLE>

================================================================================
                                     Page 9
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
================================================================================

NOTE 7 -- BUSINESS SEGMENTS

Prior to June 2001, the Company was organized into two business segments,
Digital Enterprise Consulting (currently named Enterprise Commerce Management or
ECM) and Peer3. Effective June 4, 2001, the Company terminated the investment in
and closed the Peer3 software development operation within the Peer3 segment.
The Company retained their Change and Learning Management (CLM) business (which
was included in the Peer3 segment) and currently reports the CLM business within
ECM. The ECM business now represents the Company's only business segment. ECM
provides information technology consulting and business consulting services that
help clients develop and implement solutions that deliver business benefits
through technology. ECM includes TSC's Enterprise Management, Digital Supply
Chain Management, Extended Support Services and Change and Learning Management
practices. The Peer3 segment was focused on harnessing the intellectual capital
of client companies.

The following is revenue and identifiable asset information by geographic area
(in thousands):

<TABLE>
<CAPTION>
For and as of the Three                    United          Foreign
Months Ended June 30, 2001                 States       Subsidiaries      Total
--------------------------              ------------    ------------    ---------
<S>                                     <C>             <C>             <C>
Revenues                                    $31,774         $2,244       $34,018
Identifiable assets                        $112,011         $5,371      $117,382

For and as of the Three                    United          Foreign
Months Ended June 30, 2000                 States       Subsidiaries      Total
--------------------------              ------------    ------------    ---------
Revenues                                    $34,770         $1,484       $36,254
Identifiable assets                        $125,253         $3,057      $128,310

For and as of the Six                      United          Foreign
Months Ended June 30, 2001                 States       Subsidiaries      Total
--------------------------              ------------    ------------    ---------
Revenues                                    $63,563         $4,541       $68,104
Identifiable assets                        $112,011         $5,371      $117,382

For and as of the Six                      United          Foreign
Months Ended June 30, 2000                 States       Subsidiaries      Total
--------------------------              ------------    ------------    ---------
Revenues                                    $65,731         $3,705       $69,436
Identifiable assets                        $125,253         $3,057      $128,310
</TABLE>

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.

================================================================================
                                    Page 10
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
================================================================================

NOTE 8 -- DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company adopted SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities." SFAS No. 133 requires that all derivative instruments be
recorded on the balance sheet at their fair value. Changes in the fair value of
derivatives are recorded each period in current earnings or other comprehensive
income, depending on whether a derivative is designated as part of a hedge
transaction and, if it is, the type of hedge transaction. The adoption of SFAS
No. 133 had no material impact on the Company's results of operations or its
financial position.

In connection with a loan receivable, on June 30, 2000 the Company paid $200,000
and received a warrant to purchase up to 94,563 shares of common stock of
another company. The warrant and loan receivable are included in Long-Term
Receivables and Other and will expire on June 30, 2008 and February 5, 2008,
respectively. The warrant is considered a derivative under SFAS No. 133, as such
changes in fair market value are reported in the Company's results of
operations.


NOTE 9 -- OTHER EVENTS

RESTRUCTURING AND OTHER CHARGES -- During the quarter ended June 30, 2001, the
Company recorded $9.2 million in restructuring and other charges comprised of
$6.9 million relating to the closure of the Peer3 software development operation
within the Peer3 segment and $2.3 million in non-Peer3 severance related costs.
The Peer3 charge included $3.0 million in CourseNet Systems, Inc. (CourseNet)
goodwill impairment, $1.5 million in costs associated with lease terminations
and asset write-offs, $1.5 million in severance costs, $0.4 million in
professional fees and $0.5 million in computer lease terminations, commitments
and other costs. As of June 30, 2001, the Company had made cash payments of $0.2
million related to severance costs of approximately 30 employees, $0.4 million
in professional fees and $0.2 million in other costs. The remaining accrual
balance of $3.0 million relates to asset write-offs, on-going lease costs, lease
terminations and severance costs and is expected to continue through 2006. The
non-Peer3 severance charge of $2.3 million relates to $1.5 million in severance
costs, $0.5 million in asset write-offs and $0.3 million in other costs. As of
June 30, 2001, the Company had used $1.1 million of this charge for cash
payments of $0.6 million related to the severance of approximately 70 employees
and $0.5 million in asset write-offs. The remaining accrual balance of $1.2
million is expected to be utilized by the second quarter of 2002.

During the quarter ended March 31, 2000, the Company recorded a pre-tax charge
of $4.7 million for the closure of its Latin American operations. During the
quarter ended September 30, 2000, the Company collected $0.4 million of accounts
receivables previously written-off and, as a result, the cumulative charge has
been reduced to $4.3 million. As of June 30, 2001, the Company had used
approximately $4.0 million of this charge for cash payments of $2.8 million
related to severance costs for approximately 40 employees, lease terminations
and

================================================================================
                                    Page 11
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
================================================================================

professional fees (paid during the year ended December 31, 2000) and $1.6
million in asset write-offs, offset by the accounts receivables collections of
$0.4 million. The remaining accrual balance of $0.3 million as of June 30, 2001
represents professional fees, tax charges and various other closure costs that
are expected to be utilized by the end of 2001.

In addition, during the quarter ended December 31, 1999, the Company recorded
$7.0 million in restructuring and other charges associated with lease
terminations of $3.0 million, former executive severance costs of $1.8 million,
CourseNet acquisition costs of $1.3 million and write-offs of other assets of
$0.9 million. The Company determined that a portion of the lease terminations
became unnecessary due to changes in TSC office usage by TSC and eLoyalty and
has also determined that the actual costs for these lease terminations will be
less than previously anticipated and, as a result, the cumulative charge was
reduced by $0.4 million to $6.6 million during the quarter ended September 30,
2000 and by $1.5 million to $5.1 million during the quarter ended March 31,
2001. As of June 30, 2001, the Company had used $4.2 million of these
restructuring and other charges as a result of cash payments of $1.8 million
(paid during the quarter ended March 31, 2000) for executive severance costs and
$2.4 million in asset and other write-offs. The remaining accrual balance of
$0.9 million as of June 30, 2001 relates to amounts that the Company is
contractually obligated to pay through 2004 as a result of lease terminations.

SPIN-OFF -- On February 15, 2000 TSC successfully completed the Spin-Off. The
total net assets contributed to eLoyalty at the Spin-Off was $96.6 million which
consisted of current assets of $104.4 million, non-current assets of $18.7
million, current liabilities of $28.0 million and other comprehensive loss of
$1.5 million.


NOTE 10 -- SUBSEQUENT EVENTS

On July 13, 2001, TSC sold its Peer3 software assets to KnowledgePlanet.com
Corporation (KnowledgePlanet) for cash and shares of KnowledgePlanet common
stock.

On August 7, 2001, the Company announced that it increased the number of
outstanding common shares it can repurchase (the Repurchase Program) by
2,000,000 shares from 3,000,000 shares to 5,000,000 shares (see Note 4).

================================================================================
                                    Page 12
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

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

RESULTS OF OPERATIONS

Three Months Ended June 30, 2001 Compared with Three Months Ended June 30, 2000

Consolidated net revenues for the quarter ended June 30, 2001 decreased 6
percent to $34.0 million compared with $36.3 million for the same period in the
prior year. This decrease was mainly due to a decline in the demand for certain
lines of business within TSC as well as a decrease in Peer3 revenues, offset by
an increase in average billing rates. During the quarter ended June 30, 2001,
TSC terminated the investment in and closed the Peer3 software development
operation within the Peer3 segment (as discussed further in this section).

Project personnel costs, which represent mainly professional salaries and
benefits, increased slightly to $17.9 million for the quarter ended June 30,
2001 from $17.4 million for the same period in the prior year, an increase of 3
percent. The increase was mainly due to annual salary increases. Project
personnel costs as a percentage of net revenues increased to 53 percent for the
quarter ended June 30, 2001 from 48 percent for the same period in the prior
year due to lower staff utilization.

Other project expenses consist of nonbillable expenses directly incurred for
client projects and business development. These expenses include recruiting
fees, sales and marketing expenses, personnel training, software development
costs and provisions for receivable valuation allowances. Other project expenses
increased to $12.1 million for the quarter ended June 30, 2001 from $5.0 million
for the same period in the prior year, an increase of $7.1 million. The increase
resulted from additional receivable valuation allowances of $7.6 million
recorded during the quarter ended June 30, 2001 mainly due to financial problems
at dot-com companies. As of June 30, 2001 the Company does not hold significant
unreserved receivables from dot-com companies. Excluding this charge, other
project expenses decreased $0.5 million or 10 percent for the quarter ended June
30, 2001 compared to the same period in the prior year. This decrease is a
result of the Company implementing more effective cost controls. Other project
expenses as a percentage of net revenues increased to 36 percent for the quarter
ended June 30, 2001 from 14 percent for the same period in the prior year as a
result of the aforementioned $7.6 million in additional receivable valuation
allowances. Excluding the additional allowance, other project expenses as a
percentage of net revenues decreased slightly to 13 percent for the quarter
ended June 30, 2001 from 14 percent for the same period in the prior year.

Management and administrative support costs increased $1.1 million to $8.6
million for the quarter ended June 30, 2001 from $7.5 million for the same
period in the prior year. This increase included an increase in infrastructure
costs of $1.6 million offset by a decrease in practice area management and
administrative costs of $0.5 million. As a result of the Spin-Off (see Note 2),
TSC and eLoyalty entered into a Shared Services Agreement pursuant to which TSC
provided to eLoyalty certain administrative services.

================================================================================
                                    Page 13
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

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

The Company charged these services to eLoyalty and, as a result, infrastructure
costs were reduced by $1.8 million during the quarter ended June 30, 2000. There
were no such charges during the quarter ended June 30, 2001. Excluding costs
charged to eLoyalty, infrastructure costs decreased $0.2 million during the
quarter ended June 30, 2001 compared to the same period in the prior year.

Goodwill amortization of $0.2 million was recorded during the quarters ended
June 30, 2001 and 2000 as a result of the CourseNet Systems, Inc. (CourseNet)
acquisition in the fourth quarter of 1999. During the quarter ended June 30,
2001, a goodwill impairment charge of $3.0 million was taken as a result of the
closure of the Peer3 software development operation (as discussed further in
this section).

During the quarter ended June 30, 2001, the Company recorded $9.2 million in
restructuring and other charges comprised of $6.9 million relating to the
closure of the Peer3 software development operation within the Peer3 segment and
$2.3 million in non-Peer3 severance related costs. The Peer3 charge included
$3.0 million in CourseNet goodwill impairment, $1.5 million in costs associated
with lease terminations and asset write-offs, $1.5 million in severance costs,
$0.4 million in professional fees and $0.5 million in computer lease
terminations, commitments and other costs. As of June 30, 2001, the Company had
made cash payments of $0.2 million related to severance costs of approximately
30 employees, $0.4 million in professional fees and $0.2 million in other costs.
The remaining accrual balance of $3.0 million relates to asset write-offs,
on-going lease costs, lease terminations and severance costs and is expected to
continue through 2006. The non-Peer3 severance charge of $2.3 million relates to
$1.5 million in severance costs, $0.5 million in asset write-offs and $0.3
million in other costs. As of June 30, 2001, the Company had used $1.1 million
of this charge for cash payments of $0.6 million related to the severance of
approximately 70 employees and $0.5 million in asset write-offs. The remaining
accrual balance of $1.2 million is expected to be utilized by the second quarter
of 2002.

Incentive compensation of $2.6 million was accrued during the quarter ended June
30, 2001 compared to $2.9 million for the same period in the prior year.
Incentive compensation as a percentage of net revenues remained unchanged at 8
percent for the quarter ended June 30, 2001 compared to same period in the prior
year. The Company expects to continue to accrue incentive compensation
throughout the 2001 calendar year.

Consolidated operating loss was $16.7 million for the quarter ended June 30,
2001 compared to consolidated operating income of $3.2 million for the same
period in the prior year. The Company's operating loss for the quarter ended
June 30, 2001 included $9.2 million of charges relating to the closure of the
Peer3 software development operation and non-Peer3 severance costs (as discussed
previously in this section). Excluding this charge, the operating loss for the
quarter ended June 30,

================================================================================
                                    Page 14
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

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

2001 was $7.4 million compared to operating income of $3.2 million for the same
period in the prior year. This decrease was mainly due to additional receivable
valuation allowances of $7.6 million and a decline in revenues.

Other income and expense for the quarter ended June 30, 2001 was $0.4 million
compared to $0.7 million for the same period in the prior year. The decrease is
a result of lower cash and cash equivalent balances and lower interest rates
during the quarter ended June 30, 2001 compared to the same period in the prior
year.

The Company's effective tax rate for the quarter ended June 30, 2001 was a tax
benefit of 32 percent compared to a tax provision of 41 percent for the same
period in the prior year. The difference in the effective tax rate was primarily
due to the write down of CourseNet assets as a result of the closure of the
Peer3 software development operation (as discussed previously in this section).

Weighted average number of common shares outstanding increased due to the
exercise of stock options and the issuance of shares under the Company's
employee stock purchase plan, offset by treasury stock purchases. Weighted
average number of common and common equivalent shares outstanding decreased
because there were no adjustments for the effect of stock options as the
adjustment would have been anti-dilutive for the quarter ended June 30, 2001.


Six Months Ended June 30, 2001 Compared with Six Months Ended June 30, 2000

On February 15, 2000 TSC completed the Spin-Off (see Note 2). For the six months
ended June 30, 2000, there were no discontinued operations reported for the
Spin-Off in the Company's results of operations, as the Company provided for the
net loss on distribution in its results of operations for the year ended
December 31, 1999.

Consolidated net revenues for the six months ended June 30, 2001 decreased 2
percent to $68.1 million compared with $69.4 million for the same period in the
prior year. This decrease was mainly due to a decrease in revenues from Peer3.
During the quarter ended June 30, 2001, TSC terminated the investment in and
closed the Peer3 software development operation within the Peer3 segment (as
discussed further in this section).

Project personnel costs, which represent mainly professional salaries and
benefits, increased to $36.0 million for the six months ended June 30, 2001 from
$33.5 million for the same period in the prior year, an increase of 8 percent.
The increase was mainly due to an increase in professional headcount during the
first quarter of 2001 as well as annual salary increases during the six months
ended June 30, 2001 compared to the same period in prior year. Headcount
reductions related to the restructuring and other charges did not take effect
until later in the second quarter of 2001. Project personnel costs as a
percentage of net revenues increased to

================================================================================
                                    Page 15
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  (Continued)
================================================================================
53 percent for the six months ended June 30, 2001 from 48 percent for the same
period in the prior year due to lower staff utilization.

Other project expenses consist of nonbillable expenses directly incurred for
client projects and business development. These expenses include recruiting
fees, sales and marketing expenses, personnel training, software development
costs and provisions for receivable valuation allowances. Other project expenses
increased to $17.3 million for the six months ended June 30, 2001 from $10.2
million for the same period in the prior year, an increase of $7.1 million. The
increase resulted from additional receivable valuation allowances of $7.6
million recorded during the quarter ended June 30, 2001 mainly due to financial
problems at dot-com companies. As of June 30, 2001 the Company does not hold
significant unreserved receivables from dot-com companies. Excluding this
charge, other project expenses decreased $0.5 million or 5 percent for the six
months ended June 30, 2001 compared to the same period in the prior year. This
decrease is a result of the Company implementing more effective cost controls.
Other project expenses as a percentage of net revenues increased to 25 percent
for the quarter ended June 30, 2001 from 15 percent for the same period in the
prior year as a result of the aforementioned $7.6 million in additional
receivable valuation allowances. Excluding the additional allowance, other
project expenses as a percentage of net revenues decreased slightly to 14
percent for the six months ended June 30, 2001 compared to 15 percent for the
same period in the prior year.

Management and administrative support costs increased to $17.9 million for the
six months ended June 30, 2001 from $16.7 million for the same period in the
prior year. This increase included an increase in infrastructure costs of $1.9
million offset by a decrease in practice area management and administrative
costs of $0.7 million. As a result of the Spin-Off, TSC and eLoyalty entered
into a Shared Services Agreement pursuant to which TSC provided to eLoyalty
certain administrative services. The Company charged these services to eLoyalty
and, as a result, infrastructure costs were reduced by $2.7 million during the
six months ended June 30, 2000. There were no such charges during the six months
ended June 30, 2001. Excluding costs charged to eLoyalty, infrastructure costs
decreased $0.8 million during the six months ended June 30, 2001 compared to the
same period in the prior year. This decrease included a decrease in domestic
office costs, internal systems and human resources areas and corporate marketing
expenses.

Goodwill amortization of $0.4 million was recorded during the six months ended
June 30, 2001 compared to $0.5 million for the same period in the prior year.
Goodwill was recorded as a result of the CourseNet acquisition in the fourth
quarter of 1999. During the quarter ended June 30, 2001, a goodwill impairment
charge of $3.0 million was taken as a result of the closure of the Peer3
software development operation (as discussed further in this section).

During the quarter ended June 30, 2001, the Company recorded $9.2 million in

================================================================================
                                    Page 16
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

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

restructuring and other charges comprised of $6.9 million relating to the
closure of the Peer3 software development operation within the Peer3 segment and
$2.3 million in non-Peer3 severance related costs. The Peer3 charge included
$3.0 million in CourseNet goodwill impairment, $1.5 million in costs associated
with lease terminations and asset write-offs, $1.5 million in severance costs,
$0.4 million in professional fees and $0.5 million in computer lease
terminations, commitments and other costs. As of June 30, 2001, the Company had
made cash payments of $0.2 million related to severance costs of approximately
30 employees, $0.4 million in professional fees and $0.2 million in other costs.
The remaining accrual balance of $3.0 million relates to asset write-offs,
on-going lease costs, lease terminations and severance costs and is expected to
continue through 2006. The non-Peer3 severance charge of $2.3 million relates to
$1.5 million in severance costs, $0.5 million in asset write-offs and $0.3
million in other costs. As of June 30, 2001, the Company had used $1.1 million
of this charge for cash payments of $0.6 million related to the severance of
approximately 70 employees and $0.5 million in asset write-offs. The remaining
accrual balance of $1.2 million is expected to be utilized by the second quarter
of 2002.

During the quarter ended March 31, 2000, the Company recorded a pre-tax charge
of $4.7 million for the closure of its Latin American operations. During the
quarter ended September 30, 2000, the Company collected $0.4 million of accounts
receivables previously written-off and, as a result, the cumulative charge has
been reduced to $4.3 million. As of June 30, 2001, the Company had used
approximately $4.0 million of this charge for cash payments of $2.8 million
related to severance costs for approximately 40 employees, lease terminations
and professional fees (paid during the year ended December 31, 2000) and $1.6
million in asset write-offs, offset by the accounts receivables collections of
$0.4 million. The remaining accrual balance of $0.3 million as of June 30, 2001
represents professional fees, tax charges and various other closure costs that
are expected to be utilized by the end of 2001.

In addition, during the quarter ended December 31, 1999, the Company recorded
$7.0 million in restructuring and other charges associated with lease
terminations of $3.0 million, former executive severance costs of $1.8 million,
CourseNet acquisition costs of $1.3 million and write-offs of other assets of
$0.9 million. The Company determined that a portion of the lease terminations
became unnecessary due to changes in TSC office usage by TSC and eLoyalty and
has also determined that the actual costs for these lease terminations will be
less than previously anticipated and, as a result, the cumulative charge was
reduced by $0.4 million to $6.6 million during the quarter ended September 30,
2000 and by $1.5 million to $5.1 million during the quarter ended March 31,
2001. As of June 30, 2001, the Company had used $4.2 million of these
restructuring and other charges as a result of cash payments of $1.8 million
(paid during the quarter ended March 31, 2000) for executive severance

================================================================================
                                    Page 17
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

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

costs and $2.4 million in asset and other write-offs. The remaining accrual
balance of $0.9 million as of June 30, 2001 relates to amounts that the Company
is contractually obligated to pay through 2004 as a result of lease
terminations.

Incentive compensation of $4.7 million was accrued during the six months ended
June 30, 2001 compared to $5.0 million for the same period in the prior year.
Incentive compensation as a percentage of net revenues remained unchanged at 7
percent for the six months ended June 30, 2001 compared to same period in the
prior year. The Company expects to continue to accrue incentive compensation
throughout the 2001 calendar year.

Consolidated operating loss was $16.0 million for the six months ended June 30,
2001 compared $1.2 million for the same period in the prior year. The Company's
operating loss for the six months ended June 30, 2001 included $9.2 million of
charges relating to the closure of the Peer3 software development operation and
non- Peer3 severance costs, offset by a credit for prior year restructuring and
other charges of $1.5 million (as discussed previously in this section). The
Company's operating loss for the six months ended June 30, 2000 included a
charge for the closure of the Latin American operations of $4.7 million.
Excluding these charges and credits, the operating loss for the six months ended
June 30, 2001 was $8.2 million compared to operating income of $3.5 million for
the same period in the prior year. This decrease was mainly due to additional
receivable valuation allowances of $7.6 million, an increase in project
personnel costs of $2.6 million as a result of lower utilization, an increase in
professional headcount during the first quarter of 2001 and annual salary
increases, and a decline in revenues of $1.3 million.

Other income and expense for the six months ended June 30, 2001 was $0.9 million
compared to $1.8 million for the same period in the prior year. The decrease is
a result of lower cash and cash equivalent balances and lower interest rates
during the six months ended June 30, 2001 compared to the same period in the
prior year. The decrease in cash and cash equivalent balances mainly resulted
from the Spin-Off of eLoyalty and the costs associated with the Spin-Off.

The Company's effective tax rate for the six months ended June 30, 2001 was a
tax benefit of 32 percent compared to a tax provision of 48 percent for the same
period in the prior year. The decrease in the effective tax rate was primarily
due to the write down of CourseNet assets as a result of the closure of the
Peer3 software development operation during the quarter ended June 30, 2001 (as
discussed previously in this section).

Weighted average number of common shares outstanding increased due to the
exercise of stock options and the issuance of shares under the Company's
employee stock purchase plan, partially offset by treasury stock purchases.
Weighted average number of common and common equivalent shares outstanding
decreased because there were no adjustments for the effect of stock options as

================================================================================
                                    Page 18
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

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

the adjustment would have been anti-dilutive for the six months ended June 30,
2001.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased $5.7 million during the six months ended
June 30, 2001. The major uses of cash were the purchase of treasury shares (as
described further in Note 4) of $1.3 million and the payment of bonuses during
the first quarter of 2001 of $5.9 million related to calendar year 2000.

Net cash used in operating activities was $6.3 million and $21.4 million for the
six months ended June 30, 2001 and 2000, respectively. Net cash used in
operating activities for the six months ended June 30, 2001 included the net
loss and an increase in receivables, offset by restructuring and other charges.
Cash commitments relating to remaining restructuring and other charges are $2.2
million in severance related costs and $2.3 million of other commitments.

The Company believes that its cash and cash equivalents, marketable securities
and anticipated cash flows are sufficient to meet the Company's current cash
requirements.

Net cash provided by investing activities was $0.3 million for the six months
ended June 30, 2001. The Company received $1.0 million from the sale of
available-for-sale securities. The proceeds from available-for-sale securities
were transferred to cash and cash equivalents. Capital expenditures for the six
months ended June 30, 2001 were $0.7 million. The Company currently has no
material commitments for capital expenditures.

The Company has a $10.0 million unsecured line of credit facility (the Facility)
with Bank of America National Trust and Savings Association (Bank of America).
The agreement expires December 31, 2001. At the Company's election, loans made
under the Facility bear interest at either the Bank of America reference rate or
the applicable Eurodollar interest rate plus 0.75 percent. The unused line fee
is 0.125 percent of the unused portion of the commitment. The Facility requires,
among other things, the Company to maintain certain financial ratios. As of June
30, 2001, the Company was in compliance with these financial ratio requirements.
There was no borrowing under the line of credit during the six months ended June
30, 2001.

NEW ACCOUNTING STANDARDS

On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
141 is effective for any business combinations initiated after June 30, 2001.
SFAS No. 141 requires that all business combinations be accounted for under a
single method, the purchase method of accounting. Use of the pooling-of-
interests method is no longer permitted. SFAS No. 142 will be effective for TSC
January 1, 2002. Under SFAS No. 142, goodwill should no longer be amortized to
earnings, but instead be reviewed for impairment on at least an annual basis.
The

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                                    Page 19
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

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

Company anticipates that the adoption of SFAS No. 141 and SFAS No. 142 will
not have a significant effect on the Company's results of operations or its
financial position.

This Form 10-Q contains or may contain certain forward-looking statements
concerning the Company's financial position, 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
the Company believes its 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, the pace of technological
change, the Company's ability to manage growth and attract and retain employees,
the Company's ability to accommodate a changing business environment, general
business and economic conditions in the Company's operating regions, market
conditions and competitive and other factors, all as more fully described in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 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 the
Company's other SEC reports. Such forward-looking statements speak only as of
the date on which they are made and the Company does not undertake any
obligation to update any forward-looking statement to reflect events or
circumstances after the date of this Form 10-Q. If the Company does update or
correct one or more forward-looking statements, investors and others should not
conclude that the Company will make additional updates or corrections with
respect thereto or with respect to other forward-looking statements. Actual
results may vary materially.

================================================================================
                                    Page 20
<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

                          PART II. OTHER INFORMATION
================================================================================

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

               TSC's 2001 Annual Meeting of Stockholders (the "Annual Meeting")
               was held on April 26, 2001. Represented at the Annual Meeting,
               either in person or by proxy, were 41,834,759 voting shares. The
               following actions were taken by a vote of TSC's stockholders at
               the Annual Meeting:

                 1.  Mr. Michael R. Zucchini was elected to serve as a member of
                     TSC's Board of Directors receiving 41,406,154 votes in
                     favor of election and 428,065 votes withheld. Subsequent to
                     his election, Mr. Zucchini resigned from his position on
                     the Board of Directors to pursue other interests. On July
                     26, 2001 TSC announced that Carl F. Dill, Jr., formerly
                     Vice President and Chief Information Officer of AOL Timer
                     Warner Inc., has joined TSC's Board of Directors. Mr. Jack
                     N. Hayden was elected to serve as a member of TSC's Board
                     of Directors receiving 37,120,451 votes in favor of
                     election and 4,714,308 votes withheld. 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. Stephen B. Oresman and Raymond P.
                     Caldiero continue until the 2002 Annual Meeting and that of
                     Mr. William H. Waltrip continues until the 2003 Annual
                     Meeting.

                 2.  The appointment of PricewaterhouseCoopers LLP as
                     independent auditors for TSC for its fiscal year ending
                     December 31, 2001 was ratified; 41,724,730 votes were cast
                     for the ratification; 56,976 votes were cast against the
                     ratification and there were 53,053 abstentions. There were
                     no votes withheld or broker non-votes.

ITEM 6--EXHIBITS AND REPORT ON FORM 8-K

          (a)  No reports on Form 8-K were filed during the quarter ended June
               30, 2001.

               All other items in Part II are either not applicable to the
               Company during the quarter ended June 30, 2001, 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.

================================================================================
                                    Page 21
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the 10th day of August
2001.

                                              TECHNOLOGY SOLUTIONS COMPANY



Date: August 10, 2001                         By: /s/ LAURENCE P. BIRCH
      ------------------                          ---------------------------
                                                      Laurence P. Birch
                                                    Chief Financial Officer

================================================================================
                                    Page 22