##### Table of Contents



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, 2006
 Commission file number 019433
 
 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 þ
  No o
 Indicate by check mark whether the registrant is a large accelerated filer , an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
 Large
accelerated Filer o Accelerated
Filer o Non-accelerated Filer þ
 Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of
the Exchange Act) Yes  o            No þ
 As of May 4, 2006 there were outstanding 2,507,375 shares of TSC Common Stock, par value $.01.




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##### 



TECHNOLOGY SOLUTIONS COMPANY  Index to Form 10-Q
 PageNumberPart IFINANCIAL INFORMATION (UNAUDITED)ITEM 1. FINANCIAL STATEMENTSConsolidated Balance Sheets as of
March 31, 2006 and December 31, 2005
    
    
    3Consolidated Statements of Operations for the
Three Months Ended March 31, 2006 and 2005
    
    
    4Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2006 and 2005
    
    
    5Notes to Consolidated Financial Statements
    
    
    6ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    14ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
    
    
    24ITEM 4. CONTROLS AND PROCEDURES
    
    
    24Part IIOTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    25ITEM 1A. RISK FACTORS
    
    
    25ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS
    
    
    25ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    26ITEM 5. OTHER INFORMATION
    
    
    26ITEM 6. EXHIBITS
    
    
    26SIGNATURE
    
    
    281996 Stock Incentive PlanForm of Restricted Stock Unit Award AgreementForm of Inducement Stock Option AgreementEmployment AgreementCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  Page 2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 TECHNOLOGY SOLUTIONS COMPANY
 
 CONSOLIDATED BALANCE SHEETS
 March 31,
    
    
    December 31,2006
    
    
    2005(unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    16,177
    
    
    $
    20,135Receivables, less allowance for doubtful receivables
of $66 and $66
    
    
    8,187
    
    
    
    7,158Other current assets
    
    
    616
    
    
    
    582Total current assets
    
    
    24,980
    
    
    
    27,875COMPUTERS, FURNITURE AND EQUIPMENT, NET
    
    
    393
    
    
    
    390GOODWILL
    
    
    2,913
    
    
    
    INTANGIBLE ASSETS, NET
    
    
    1,973
    
    
    
    979LONG-TERM RECEIVABLES AND OTHER
    
    
    3,555
    
    
    
    3,555Total assets
    
    $
    33,814
    
    
    $
    32,799LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    918
    
    
    $
    600Accrued compensation and related costs
    
    
    3,427
    
    
    
    3,420Restructuring accruals
    
    
    806
    
    
    
    1,429Other current liabilities
    
    
    2,867
    
    
    
    2,702Total current liabilities
    
    
    8,018
    
    
    
    8,151COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Preferred stock, $.01 par value; shares authorized 
10,000,000; none issued
    
    
    
    
    
    
    Common stock, $.01 par value; shares authorized 
20,000,000; shares issued  2,677,452 and 2,526,427;
shares outstanding 2,507,375 and 2,356,350
    
    
    27
    
    
    
    25Capital in excess of par value
    
    
    129,345
    
    
    
    127,800Stock based compensation
    
    
    
    
    
    
    89Accumulated deficit
    
    
    (98,994
    )
    
    
    (98,687
    )Treasury stock, at cost, 170,077 shares
    
    
    (4,819
    )
    
    
    (4,819
    )Accumulated other comprehensive income:Cumulative translation adjustment
    
    
    237
    
    
    
    240Total stockholders equity
    
    
    25,796
    
    
    
    24,648Total liabilities and stockholders equity
    
    $
    33,814
    
    
    $
    32,799
  Page 3




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TECHNOLOGY SOLUTIONS COMPANY
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 For the ThreeMonths EndedMarch 31,2006
    
    
    2005(unaudited)REVENUES:Revenues before reimbursements
    
    $
    9,426
    
    
    $
    9,828Reimbursements
    
    
    1,247
    
    
    
    1,24010,673
    
    
    
    11,068COSTS AND EXPENSES:Project personnel
    
    
    4,968
    
    
    
    6,834Other project expenses
    
    
    2,015
    
    
    
    2,471Reimbursable expenses
    
    
    1,247
    
    
    
    1,240Cost of services
    
    
    8,230
    
    
    
    10,545Bad debt expense
    
    
    
    
    
    
    Management and administrative support
    
    
    2,817
    
    
    
    4,641Intangible asset amortization
    
    
    211
    
    
    
    25611,258
    
    
    
    15,442OPERATING LOSS
    
    
    (585
    )
    
    
    (4,374
    )OTHER INCOME:Net investment income
    
    
    278
    
    
    
    187LOSS BEFORE INCOME TAXES
    
    
    (307
    )
    
    
    (4,187
    )INCOME TAX PROVISION
    
    
    
    
    
    
    NET LOSS
    
    $
    (307
    )
    
    $
    (4,187
    )BASIC NET LOSS
PER COMMON SHARE
    
    $
    (0.13
    )
    
    $
    (1.79
    )WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
    
    
    2,385
    
    
    
    2,343DILUTED NET LOSS
PER COMMON SHARE
    
    $
    (0.13
    )
    
    $
    (1.79
    )WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING
    
    
    2,385
    
    
    
    2,343
  Page 4




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TECHNOLOGY SOLUTIONS COMPANY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For theThree Months EndedMarch 31,2006
    
    
    2005(unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (307
    )
    
    $
    (4,187
    )Adjustments to reconcile net loss to net
cash from operating activities:Depreciation and amortization
    
    
    247
    
    
    
    381Non-cash stock compensation
    
    
    58
    
    
    
    89Changes in assets and liabilities:Receivables
    
    
    (1,029
    )
    
    
    (1,195
    )Other current assets
    
    
    (34
    )
    
    
    390Accounts payable
    
    
    319
    
    
    
    435Accrued compensation and related costs
    
    
    8
    
    
    
    (182
    )Restructuring accruals
    
    
    (623
    )
    
    
    (166
    )Other current liabilities
    
    
    175
    
    
    
    (908
    )Other assets
    
    
    1
    
    
    
    31Net cash used in operating activities
    
    
    (1,185
    )
    
    
    (5,312
    )CASH FLOWS FROM INVESTING ACTIVITIES:Net assets of acquired businesses,
net of cash
    
    
    (2,734
    )
    
    
    Capital expenditures
    
    
    (23
    )
    
    
    Net cash used in investing activities
    
    
    (2,757
    )
    
    
    CASH FLOWS FROM FINANCING ACTIVITIES:Line of credit
    
    
    
    
    
    
    (649
    )Proceeds from exercise of stock options
    
    
    
    
    
    
    6Proceeds from employee stock purchase plan
    
    
    
    
    
    
    65Net cash used in financing activities
    
    
    
    
    
    
    (578
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS
    
    
    (16
    )
    
    
    (20
    )DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (3,958
    )
    
    
    (5,910
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    20,135
    
    
    
    30,032CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    16,177
    
    
    $
    24,122
 
 Page 5




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TECHNOLOGY SOLUTIONS COMPANY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
 NOTE 1  BASIS OF PRESENTATION
  NOTE 2  THE COMPANY
  NOTE 3  BUSINESS COMBINATIONS
  Page 6




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TECHNOLOGY SOLUTIONS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Countinued)
   Computers, furniture and equipment
    
    $
    17Intangible assets
    
    
    1,204Goodwill
    
    
    2,913Total asset acquired
    
    
    4,134Lease termination
    
    
    (334
    )Accrued liabilities
    
    
    (1,000
    )Total liabilities assumed
    
    
    (1,334
    )Net assets acquired
    
    $
    2,800
  NOTE 4  STOCK-BASED COMPENSATION
 Share-Based Payment Accounting for
Stock Based Compensation Accounting for Stock Issued to Employees
  Page 7




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TECHNOLOGY SOLUTIONS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Countinued)
   For the Three MonthsEnded March 31,2006
    
    
    2005Actual
    
    
    Pro-FormaNet loss:As reported
    
    $
    (307
    )
    
    $
    (4,187
    )Add: Employee stock-based compensation expense
included in reported net loss
    
    
    58
    
    
    
    89Less: Employee stock-based compensation expense
under SFAS 123R/SAFS 123
    
    
    (58
    )
    
    
    (461
    )Net loss
    
    $
    (307
    )
    
    $
    (4,559
    )Basic net loss per common share:As reported
    
    $
    (0.13
    )
    
    $
    (1.79
    )Pro forma
    
    
    
    
    
    $
    (1.95
    )Diluted net loss per common share:As reported
    
    $
    (0.13
    )
    
    $
    (1.79
    )Pro forma
    
    
    
    
    
    $
    (1.95
    )
 Page 8




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Countinued)
  March 31,2005Expected volatility
    
    
    88.4
    %Risk-free interest rates
    
    
    3.7
    %Expected lives
    
    4.5 years
    Weighted-Weighted-
    
    
    Average
    
    
    AggregateAverage
    
    
    Remaining
    
    
    IntrinsicExercise
    
    
    Contractual
    
    
    ValueShares
    
    
    Prices
    
    
    Life
    
    
    (000)Outstanding at beginning of period
    
    
    387,380
    
    
    $
    25.68
    
    
    8 yearsGranted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (37,763
    )
    
    $
    22.41
    
    
    8 yearsOutstanding at end of period
    
    
    349,617
    
    
    $
    26.03
    
    
    7 years
    
    $
    9,102Vested at end of period
    
    
    340,253
    
    
    $
    26.36
    
    
    7 years
    
    $
    8,969Exercisable at end of period
    
    
    340,253
    
    
    $
    26.36
    
    
    7 years
    
    $
    8,969
 Page 9




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Countinued)
    NOTE 5  CAPITAL STOCK
   NOTE 6  LOSS PER COMMON SHARE
  Page 10




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TECHNOLOGY SOLUTIONS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Countinued)
  March 31, 2006
    
    
    March 31, 2005Shares
    
    
    Per
    
    
    
    
    
    
    Shares
    
    
    PerNet
    
    
    (In
    
    
    Common
    
    
    Net
    
    
    (In
    
    
    CommonLoss
    
    
    Thousands)
    
    
    Share
    
    
    Loss
    
    
    Thousands)
    
    
    ShareBasic loss per share
    
    $
    (307
    )
    
    
    2,385
    
    
    $
    (0.13
    )
    
    $
    (4,187
    )
    
    
    2,343
    
    
    $
    (1.79
    )Effect of common
equivalent shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted loss per share
    
    $
    (307
    )
    
    
    2,385
    
    
    $
    (0.13
    )
    
    $
    (4,187
    )
    
    
    2,343
    
    
    $
    (1.79
    )
 NOTE 7  COMPREHENSIVE (LOSS) INCOME
  For the Three MonthsEnded March 31,2006
    
    
    2005Net loss
    
    $
    (307
    )
    
    $
    (4,187
    )Other comprehensive (loss) income:Translation adjustment
    
    
    (3
    )
    
    
    3Other comprehensive (loss) income
    
    
    (3
    )
    
    
    3Total comprehensive loss
    
    $
    (310
    )
    
    $
    (4,184
    )
 NOTE 8  BUSINESS SEGMENTS
  For and as of the Three
    
    
    
    
    
    ForeignMonths Ended March 31, 2006
    
    United States
    
    
    Subsidiary
    
    
    TotalRevenues
    
    $
    10,673
    
    
    
    
    
    
    $
    10,673Identifiable assets
    
    $
    33,620
    
    
    $
    194
    
    
    $
    33,814
 For and as of the Three
    
    
    
    
    
    ForeignMonths Ended March 31, 2005
    
    United States
    
    
    Subsidiary
    
    
    TotalRevenues
    
    $
    11,068
    
    
    
    
    
    
    $
    11,068Identifiable assets
    
    $
    47,346
    
    
    $
    219
    
    
    $
    47,565
  Page 11




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Countinued)
  NOTE 9  OTHER EVENTS
  Restructuring and Other Charges 
    
    
    
    
    
    Cash(1)
    
    
    Non-cash
    
    
    Balance as of Mar.Q4 2005
    
    Charge
    
    
    Payments
    
    
    Usage
    
    
    31, 2006Former CEO severance costs
    
    $
    438
    
    
    $
    72
    
    
    $
    
    
    
    $
    366Severance costs (9 employees)
    
    
    340
    
    
    
    328
    
    
    
    
    
    
    
    12Office reduction
    
    
    273
    
    
    
    43
    
    
    
    
    
    
    
    230Other costs
    
    
    107
    
    
    
    95
    
    
    
    
    
    
    
    12Total
    
    $
    1,158
    
    
    $
    538
    
    
    $
    
    
    
    $
    620
 
 (1) Net cash payments totaling $504 were made during the three months ended March
31, 2006.  Restructuring and Other Charges 
    
    
    
    
    
    Cash(2)
    
    
    
    
    
    
    Balance as of Mar.Q2 2005
    
    Charge
    
    
    Payments
    
    
    Non-cash Usage
    
    
    31, 2006Severance costs (23 employees)
    
    $
    1,173
    
    
    $
    1,038
    
    
    $
    
    
    
    $
    135Office closures
    
    
    511
    
    
    
    303
    
    
    
    45
    
    
    
    163Other costs
    
    
    3
    
    
    
    2
    
    
    
    
    
    
    
    1Total original charge
    
    
    1,687
    
    
    
    1,343
    
    
    
    45
    
    
    
    299Q4 2005 adjustment
    
    
    (113
    )
    
    
    
    
    
    
    
    
    
    
    (113
    )Total
    
    $
    1,574
    
    
    $
    1,343
    
    
    $
    45
    
    
    $
    186
 
 (2) Net cash payments totaling $119 were made during the three months ended March
31, 2006.  Page 12




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TECHNOLOGY SOLUTIONS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
(Countinued)
  Restructuring and Other
    
    
    
    
    
    Cash(3)
    
    
    Non-cash
    
    
    Balance as ofCharges 2003
    
    Charge
    
    
    Payments
    
    
    Usage
    
    
    Dec. 31, 2005Severance costs
(approximately 30 employees)
    
    $
    3,917
    
    
    $
    3,860
    
    
    $
    33
    
    
    $
    24Office reductions
    
    
    921
    
    
    
    592
    
    
    
    64
    
    
    
    265Professional fees
    
    
    373
    
    
    
    383
    
    
    
    
    
    
    
    (10
    )Total original charge
    
    
    5,211
    
    
    
    4,835
    
    
    
    97
    
    
    
    2792004 adjustment
    
    
    (266
    )
    
    
    
    
    
    
    
    
    
    
    (266
    )2005 adjustment
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    (13
    )Total
    
    $
    4,932
    
    
    $
    4,835
    
    
    $
    97
    
    
    $
    
 Page 13




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 RESULTS OF OPERATIONS
 OVERVIEW
 ® ®
     Page 14




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
  REVENUES
  COSTS AND EXPENSES
 Project Personnel
 Other Project Expenses
 Reimbursable Expenses
 Page 15




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Bad Debt Expense
  Management and Administrative Support
  Intangible asset amortization
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   Page 16




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Revenue Recognition
  Allowance for Doubtful Receivables
  Accounting for Income Taxes
  Page 17




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Stock-Based Compensation
 Share-Based Payment
 Goodwill and Intangible Assets
   Restructuring and Other Charges
  THREE MONTHS ENDED MARCH 31, 2006 COMPARED WITH THREE MONTHS ENDED MARCH 31, 2005
 Revenues
  Page 18




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
   Costs and Expenses
     Page 19




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
   Operating Loss
  Other Income
  Income Tax Provision
  Shares Outstanding
  LIQUIDITY AND CAPITAL RESOURCES
  Page 20




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
   Payments Due By Period (In thousands)RemainingQuarters in2006
    
    
    2007
    
    
    2008
    
    
    TotalOperating leases (net of
restructuring and other
charges)
    
    $
    407
    
    
    $
    268
    
    
    $
    8
    
    
    $
    683Cash outlay for restructuring
and
other charges
    
    
    472
    
    
    
    334
    
    
    
    
    
    
    
    806Purchase obligations (net of
restructuring and other
charges)
    
    
    126
    
    
    
    144
    
    
    
    1
    
    
    
    271Contingent payment for Proceed
    
    
    
    
    
    
    167
    
    
    
    167
    
    
    
    334Total
    
    $
    1,005
    
    
    $
    913
    
    
    $
    176
    
    
    $
    2,094
     Page 21




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
  ASSUMPTIONS UNDERLYING CERTAIN FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE
RESULTS
 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. We claim the protection of the safe harbor for forward-looking
statements contain in the Private Securities Litigation Reform Act of 1995 for all 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 decreased revenue levels; our need to attract new business and increase
revenues; our declining cash position; our ability to manage costs and headcount relative to
expected revenues; our ability to successfully introduce new service offerings; our dependence on a
limited number of clients for a large portion of our revenue; the potential loss of significant
clients; our ability to attract new clients and sell additional work to existing clients; our
ability to attract and retain employees; the rapidly changing nature of information technology
services, including our ability to keep pace with technological and market changes and our ability
to refine and add to existing service offerings; the decreasing level of options available for
grants by us to attract new employees and to retain existing employees; our ability to successfully
integrate the Charter business with our business; and changing business, economic or market
conditions and changes in competitive and other factors, all as more fully described herein and in
our Annual Report on Form 10-K for the year ended December 31, 2005 under Risk Factors 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
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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 forward-looking statements, investors and others should not
conclude that we will 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
   
 ITEM 4CONTROLS AND PROCEDURES
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TECHNOLOGY SOLUTIONS COMPANY
 
 PART II. OTHER INFORMATION
 
 ITEM 1LEGAL PROCEEDINGS
  
 ITEM 1ARISK FACTORS
  
 ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (c) STOCK REPURCHASES
 (c) Total number
    
    (d) Maximum number ofof shares
    
    shares (or approximate(a) Total
    
    
    
    
    
    purchased as part
    
    dollar value of shares)number
    
    (b) Average
    
    of publicly
    
    that may yet be purchasedof shares
    
    price paid per
    
    announced plans
    
    under the plans orPeriod
    
    purchased
    
    share
    
    or programs
    
    programsJanuary 1, 2006 
January 31, 2006
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360February 1, 2006 
February 28, 2006
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360March 1, 2006  March 31,
2006
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360Total
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360
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TECHNOLOGY SOLUTIONS COMPANY
 PART II. OTHER INFORMATION  (CONTINUED)
 
 ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  1.
    
    Ms. Paula Krueger and Messrs. Raymond P. Caldiero, Carl F. Dill, Jr., Gerald
Luterman, and John R. Purcell were elected to serve as members of the Companys
Board of Directors receiving 2,370,732; 2,370,705; 2,370,921; 2,370,469; and
2,370,705 votes in favor of election, respectively, and 23,657; 23,684; 23,468;
23,920; and 23,684 votes withheld, respectively.2.
    
    The appointment of Grant Thornton LLP to serve as the Companys independent
auditors for its fiscal year ending December 31, 2006 was ratified; 2,374,977 votes
were cast for the ratification; 11,887 votes were cast against the ratification;
and there were 7,525 abstentions. There were no broker non-votes
 
 ITEM 5OTHER INFORMATION
  
 ITEM 6EXHIBITS
  Exhibit #
    
    Description of Document10.1*
    
    Technology Solutions Company 1996 Stock Incentive Plan, as
amended and restated10.2*
    
    Form of restricted stock unit award agreement10.3*
    
    Form of inducement stock option agreement10.4*
    
    Employment Agreement for David B. Benjamin, effective April 1,
200631.1*
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
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TECHNOLOGY SOLUTIONS COMPANY
 PART II. OTHER INFORMATION  (CONTINUED)
 ITEM 6. EXHIBITS (CONTINUED)
 32.1*
    
    Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 200232.2*
    
    Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
  
 * Filed herewith Page 27




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SIGNATURE
  TECHNOLOGY SOLUTIONS COMPANYDate: May 15, 2006
    
    By:
    
    /s/ SANDOR GROSZ

Sandor GroszChief Financial Officer
 Page 28