<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 FEBRUARY 28, 1998
                                       
                        COMMISSION FILE NUMBER 0-19433
                                     

                                    [LOGO]

                                       
                         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 APRIL 2, 1998, THERE WERE OUTSTANDING 26,427,567 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
     February 28, 1998 and May 31, 1997 ............................   3
     
   Consolidated Statements of Income
     for the Three Months Ended and Nine Months Ended
     February 28, 1998 and 1997 ....................................   4
     
   Consolidated Statements of Cash Flows
     for the Nine Months Ended February 28, 1998 and 1997 ..........   5
     
   Notes to Consolidated Financial Statements ......................   6
     
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ..........  10
      

                                 PART II

OTHER INFORMATION

   Item 1 ..........................................................  17
     
   Item 6 ..........................................................  18
     
SIGNATURES .........................................................  19

EXHIBIT INDEX ......................................................  20

EXHIBIT 11--Statement Re Computation of Per Share Earnings .........  21

                                     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>

                                                         February 28,            May 31,
                                                            1998                   1997
                                                         ------------       ----------------
                                                         (unaudited)
<S>                                                      <C>                    <C>
CURRENT ASSETS:
  Cash and cash equivalents .......................        $  34,190            $  27,951
  Marketable securities ...........................           26,361               15,988
  Receivables, less allowance for doubtful
   receivables of $3,389 and $3,346 ...............           62,305               43,907
  Refundable income taxes .........................              627                1,398
  Deferred income taxes ...........................            8,375                7,234
  Other current assets ............................           13,121               11,196
                                                           ---------            ---------
       Total current assets .......................          144,979              107,674

COMPUTERS, FURNITURE AND EQUIPMENT, NET ...........            8,744                6,416

LONG-TERM INVESTMENTS .............................            1,200                8,118

COST IN EXCESS OF NET ASSETS OF ACQUIRED
   BUSINESSES AND OTHER INTANGIBLES ...............           14,550                3,521

OTHER ASSETS ......................................           13,321                8,137
                                                           ---------            ---------
       Total assets ...............................         $182,794             $133,866
                                                           ---------            ---------
                                                           ---------            ---------

                               LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable ................................         $  1,259             $  1,604
  Accrued compensation and related costs ..........           19,677               17,001
  Capitalized lease obligations ...................               70                  240
  Deferred compensation ...........................           11,903                6,842
  Other current liabilities .......................            4,378                2,392
                                                           ---------            ---------
       Total current liabilities ..................           37,287               28,079
                                                           ---------            ---------

STOCKHOLDERS' EQUITY:
  Preferred stock, $.01 par value; shares
    authorized -- 10,000,000; none issued .........            --                   --
  Common stock, $.01 par value; shares authorized --
    50,000,000; shares issued -- 26,855,247 .......              269                  269
  Capital in excess of par value ..................           82,175               61,958
  Retained earnings ...............................           66,107               51,627
  Unrealized holding loss .........................              (46)                (319)
  Cumulative translation adjustment ...............           (1,180)                (318)
                                                           ---------            ---------
                                                             147,325              113,217
Less:  Treasury Stock, at cost (517,035 and
    2,123,660 shares) .............................           (1,818)              (7,430)
                                                           ---------            ---------
       Total stockholders' equity .................          145,507              105,787
                                                           ---------            ---------
       Total liabilities and stockholders' equity .         $182,794             $133,866
                                                           ---------            ---------
                                                           ---------            ---------
</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 INCOME
                               (In thousands, except per share data)

<TABLE>
<CAPTION>

                                              For the Three Months                  For the Nine Months
                                                Ended February 28,                   Ended February 28,
                                              --------------------                  -------------------
                                               1998         1997                      1998        1997
                                              -------      -------                   -------    -------
                                                  (unaudited)                            (unaudited)
<S>                                           <C>          <C>                       <C>        <C>

REVENUES:
 Professional fees .........................  $67,297       $42,120                  $191,427    $113,456
 Software and hardware products ............      107           226                       280         573
                                              -------       -------                  --------    --------
                                               67,404        42,346                   191,707     114,029
                                              -------       -------                  --------    --------

COSTS AND  EXPENSES:
 Project personnel .........................   31,393        20,135                    88,849      53,958
 Other project expenses ....................    9,343         6,178                    27,378      16,237
 Cost of products sold .....................     --            --                        --            54
 Management and administrative support .....   15,053         7,616                    39,811      20,912
 Goodwill amortization .....................      867           470                     2,673         817
 Incentive compensation ....................    1,994         1,944                     8,487       6,969
                                              -------       -------                  --------    --------
                                               58,650        36,343                   167,198      98,947
                                              -------       -------                  --------    --------
OPERATING INCOME ...........................    8,754         6,003                    24,509      15,082
                                              -------       -------                  --------    --------
OTHER INCOME (EXPENSE):
 Net investment income .....................      635           578                     1,348       1,637
 Interest expense ..........................      (24)          (40)                      (54)       (146)
                                              -------       -------                  --------    --------
                                                  611           538                     1,294       1,491
                                              -------       -------                  --------    --------
INCOME BEFORE INCOME TAXES .................    9,365         6,541                    25,803      16,573

INCOME TAX PROVISION .......................    3,973         2,548                    11,140       6,709
                                              -------       -------                  --------    --------
NET INCOME ................................. $  5,392       $ 3,993                 $  14,663     $ 9,864
                                              -------       -------                  --------    --------
                                              -------       -------                  --------    --------
EARNINGS PER COMMON SHARE .................. $   0.21       $  0.17                  $   0.57      $ 0.42
                                              -------       -------                  --------    --------
                                              -------       -------                  --------    --------
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING .................   26,161        23,733                    25,723      23,211
                                              -------       -------                  --------    --------
                                              -------       -------                  --------    --------
EARNINGS PER COMMON SHARE
 ASSUMING DILUTION ......................... $   0.19       $  0.15                  $   0.52      $ 0.37
                                              -------       -------                  --------    --------
                                              -------       -------                  --------    --------
WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON
 EQUIVALENT SHARES
 OUTSTANDING ...............................   28,643        26,841                    28,383      26,367
                                              -------       -------                  --------    --------
                                              -------       -------                  --------    --------
</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
                                                                Nine Months Ended
                                                                    February 28,
                                                                -----------------
                                                                 1998         1997
                                                                 ----         ----
                                                                     (unaudited)
<S>                                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income ................................................   $14,663       $ 9,864
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation and amortization ...........................     5,217         3,036
    Provisions for receivable valuation allowances and
       reserves for possible losses .........................     1,188         2,086
    Gain on sale of investments .............................       (56)           --
    Deferred income taxes ...................................    10,084         2,200

    Changes in assets and liabilities:
      Receivables ...........................................   (17,456)      (17,783)
      Purchases of trading securities related to deferred
        compensation program ................................    (5,061)       (3,588)
      Refundable income taxes ...............................       771         3,389
      Other current assets ..................................    (2,177)       (1,696)
      Accounts payable ......................................      (329)         (616)
      Accrued compensation and related costs ................     2,596         1,550
      Deferred compensation funds from employees ............     5,061         3,588
      Other current liabilities .............................    (1,214)         (738)
      Other assets ..........................................    (3,624)          337
                                                               --------        ------
        Net cash provided by operating activities ...........     9,663         1,629
                                                               --------        ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of available-for-sale securities..................    (7,500)         --
  Proceeds from available-for-sale securities................     2,507          --
  Proceeds from held-to-maturity investments.................     6,910         8,140
  Capital expenditures, net..................................    (3,975)       (2,140)
  Net assets of acquired businesses and other intangibles....    (7,742)       (1,562)
  Other assets...............................................    (3,000)         --
  Capitalized lease obligation...............................        62        (1,065)
                                                               --------        ------
        Net cash (used in) provided by investing activities .   (12,738)        3,373
                                                               --------        ------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from exercise of stock options ....................     7,457         5,517
 Proceeds from employee stock purchase plan .................     2,542         1,192
                                                               --------        ------
        Net cash provided by financing activities ...........     9,999         6,709
                                                               --------        ------

EFFECT OF EXCHANGE RATE CHANGES ON CASH
 AND CASH EQUIVALENTS .......................................      (685)         (273)
                                                               --------        ------
INCREASE IN CASH AND CASH EQUIVALENTS .......................     6,239        11,438

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..............    27,951        12,990
                                                               --------        ------
CASH AND CASH EQUIVALENTS, END OF PERIOD ....................   $34,190       $24,428
                                                               --------        ------
                                                               --------        ------
</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 ("the Company"). The consolidated 
statements of income for the three months and nine months ended February 28, 
1998 and 1997, the consolidated balance sheet as of February 28, 1998 and the 
consolidated statements of cash flows for the nine months ended February 28, 
1998 and 1997 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 February 28, 1998 and for all periods presented. All adjustments 
made have been of a normal recurring nature. Certain information and footnote 
disclosure 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 fiscal year ended May 31, 1997 filed with the Securities and Exchange 
Commission on August 25, 1997.

Certain previously reported amounts have been reclassified to conform with 
the current period presentation, including the restatement of earnings per 
common share assuming dilution and weighted average number of common and 
common equivalent shares outstanding to reflect the three-for-two stock 
splits effected as a 50 percent stock dividend effective August 1, 1997 and 
July 30, 1996, respectively.

NOTE 2--THE COMPANY

The Company delivers business benefits through consulting and systems 
integration services that help clients transform customer relationships and 
improve operations. The Company's clients generally are located throughout 
the United States, and in Europe, Latin America, and Canada.

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION--The accompanying consolidated financial 
statements include the accounts of Technology Solutions Company and its 
subsidiaries. All significant intercompany transactions have been eliminated. 
Acquired businesses are included in the results of operations since their 
acquisition dates.

REVENUE RECOGNITION--The Company derives substantially all of its revenues 
from information technology, strategic business and management consulting, 
systems integration, programming, and packaged software integration and 
implementation services. The Company operates in one industry segment--system 
integration services and consulting. The Company recognizes revenue on 
contracts as work is performed primarily based on hourly billing rates. 
Out-of-pocket expenses are presented net of amounts billed to clients in the 
accompanying consolidated statements of

                                     Page 6

<PAGE>

                                  TECHNOLOGY SOLUTIONS COMPANY
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --  (Continued)


income. Contracts are performed in phases. Losses on contracts, if any, are 
reserved in full when determined. Revenue from licensing of software is 
recognized upon delivery of the product. The Company does not presently have 
any significant maintenance and support contracts for software licensed to 
clients. Revenue from hardware sales is recognized upon delivery.

CASH AND CASH EQUIVALENTS--The Company considers all highly liquid 
investments readily convertible into cash to be cash equivalents with 
original maturities of three months or less. These short-term investments are 
carried at cost plus accrued interest, which approximates market.

MARKETABLE SECURITIES--The Company's marketable securities primarily consist 
of preferred stocks. These preferred stocks, all of which are classified as 
available-for-sale, are reported at fair value, with unrealized gains and 
losses excluded from earnings and reported as a net after-tax amount in a 
separate component of stockholders' equity until realized. The Company's 
investments related to the executive deferred compensation plan are 
classified as trading securities, with unrealized gains and losses included 
in net investment income. Realized gains or losses are determined on the 
specific identification method.

COMPUTERS, FURNITURE AND EQUIPMENT--Computers, furniture and equipment are 
carried at cost and depreciated on a straight-line basis over their estimated 
useful lives. Useful lives generally are five years or less.

COST IN EXCESS OF NET ASSETS OF ACQUIRED BUSINESSES--The excess of cost over 
the fair market value of the net identifiable assets of businesses acquired 
(goodwill) is amortized on a straight-line basis, typically over a five-year 
period.

SOFTWARE DEVELOPMENT COSTS--The Company capitalizes certain software 
development costs once technological feasibility is established in accordance 
with Statement of Financial Accounting Standards ("SFAS") No. 86--"Accounting 
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed." 
Amortization of software costs is the greater of the amount computed using 
the (a) ratio of current revenues to the total current and anticipated future 
revenues or (b) the straight-line method over the estimated economic life of 
the product.

LONG-TERM INVESTMENTS--The Company's long-term investments consist of 
municipal bonds with maturities through 1998. Since the Company has the 
ability and intent to hold the bonds to maturity, the investments are 
classified as held-to-maturity under the provisions of SFAS No. 115, 
"Accounting for Certain Investments in Debt and Equity Securities" and, 
accordingly, are accounted for at cost, net of accumulated amortization. 
Municipal bonds held by the Company are regarded as investment grade by 
independent nationally recognized rating agencies.

EARNINGS PER COMMON SHARE--The Company discloses basic and diluted earning 
per share in the income statement under the provisions of SFAS No. 128, 
"Earning Per Share." Earnings per common share assuming dilution is computed 
by

                                     Page 7

<PAGE>


                      TECHNOLOGY SOLUTIONS COMPANY
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --  (Continued)


dividing net income by the weighted average number of common shares 
outstanding during each period presented, including common equivalent shares 
arising from the assumed exercise of stock options, where appropriate. 
Earnings per common share is computed by dividing net income by the weighted 
average number of common shares outstanding during each period presented. All 
share and per share amounts have been adjusted to reflect the Company's 
three-for-two stock splits effective August 1, 1997 and July 30, 1996, 
respectively.

FOREIGN CURRENCY TRANSLATION -- All assets and liabilities of foreign 
subsidiaries are translated to U.S. dollars at end-of-period exchange rates. 
Income and expense items are translated at average exchange rates prevailing 
during the period.

The resulting translation adjustments are recorded as a component of 
stockholders' equity. The functional currencies for the Company's foreign 
subsidiaries are their local currencies. Gains and losses from foreign 
currency transactions of these subsidiaries are included in net income.

INCOME TAXES--The Company files its federal and state income tax returns on a 
calendar year basis. The current income tax provision represents the 
Company's federal, state, and foreign income taxes for the fiscal year as 
though tax returns were filed on a fiscal year basis ending on May 31.

The Company uses an asset and liability approach to financial accounting and 
reporting for income taxes. Deferred income taxes are provided when tax laws 
and financial accounting standards differ with respect to the amount of 
income for a period and the bases of assets and liabilities. The Company does 
not provide U.S. deferred income taxes on earnings of foreign subsidiaries 
which are expected to be indefinitely reinvested.

ESTIMATES AND ASSUMPTIONS--The preparation of financial statements in 
conformity with Generally Accepted Accounting Principles requires management 
to make assumptions that affect the reported amounts of assets and 
liabilities at the date of the financial statements and the reported amounts 
of revenues and expenses during the reporting period. Actual results could 
differ from those estimates.

NOTE 4--STOCK OPTIONS

As of February 28, 1998, options to purchase 6.8 million shares of common 
stock were outstanding and options to purchase an additional 1.8 million 
shares of common stock were available for grant under the Technology 
Solutions Company 1996 Stock Incentive Plan.

                                     Page 8

<PAGE>

                          TECHNOLOGY SOLUTIONS COMPANY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS --  (Continued)


NOTE 5--ACQUISITION OF THE BENTLEY COMPANY, INC.

In June 1997, the Company acquired The Bentley Company, Inc., ("Bentley") for 
a combination of cash and the Company's common stock. The transaction was 
accounted for using the purchase method of accounting and goodwill was 
recorded and is being amortized over five years on a straight-line basis. 
Total consideration recorded for Bentley was approximately $12.7 million. 
Cash paid for Bentley totaled $7.4 million. In addition, the Company also 
exchanged 29,535 shares of the Company's common stock for all the issued and 
outstanding stock of Bentley and replaced the employee stock options 
outstanding under Bentley's stock option plan with the Company's stock 
options. The purchase price may be increased by approximately $5.8 million if 
certain performance targets are met over the two years following the close of 
the transaction. Goodwill recorded was approximately $12.8 million. Bentley 
is a Boston-area based firm specializing in business and operations 
consulting and software package integration in the area of customer service 
and field service and support.


                                    Page 9

<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY
                                       
                 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                       
RESULTS OF OPERATIONS

THREE MONTHS ENDED FEBRUARY 28, 1998 COMPARED WITH THREE MONTHS ENDED FEBRUARY
28, 1997

Consolidated net revenues for the third quarter ended February 28, 1998
increased 59 percent to $67.4 million compared to $42.3 million for the same
period last fiscal year. The increase resulted from domestic revenue growth of
60 percent and international revenue growth of 49 percent. The source of this
growth is the continued strong demand for the Company's technology and business
consulting professional services in both the domestic and international
markets. The Company's ability to generate this revenue increase is due to the
Company's increased consulting staff, recruiting efforts and the additional
consulting staff that joined the Company in previously reported business
combinations. Total Company headcount increased 53 percent to 1,511 at the end
of the fiscal 1998 third quarter compared to 989 at the end of the same period
in fiscal 1997. The total number of project managers increased to 158 at the
end of this quarter compared to 108 a year earlier. The additional hours billed
by this increased consulting staff, combined with a six percent increase in
domestic billing rates, were the primary factors in revenue growth compared to
the same period a year ago.

Third quarter project personnel costs, which represented mainly professional
salaries and benefits, increased to $31.4 million in fiscal 1998 from $20.1
million in fiscal 1997, an increase of 56 percent. The increase was due to
increased professional headcount and was consistent with the higher revenues
reported in the fiscal 1998 third quarter. Project personnel costs as a
percentage of net revenues were 47 percent for the third quarter of fiscal
1998, a slight decrease compared with project personnel costs as a percentage
of net revenues of 48 percent in the comparable period of fiscal 1997.

The Company charges most of its project expenses directly to the client. 
Other project expenses consist of non-billable expenses directly incurred for 
client projects and business development efforts including recruiting fees, 
sales expenses, personnel training and provisions for valuation allowances 
and reserves for potential losses on continuing projects. Other project 
expenses for the third quarter of fiscal 1998 increased to $9.3 million 
compared with $6.2 million during the third quarter of fiscal 1997. Other 
project expenses as a percentage of net revenues were 14 percent for the 
third quarter of fiscal 1998, a slight decrease compared with other project 
expenses as a percentage of net revenues of 15 percent in the comparable 
period of fiscal 1997.

Management and administrative support costs increased $7.4 million to $15.0 
million in the third quarter of fiscal 1998 from $7.6 million in the third 
quarter of fiscal 1997, an increase of 98 percent. Approximately $4.0 million 
of this increase was attributable to the investment made in infrastructure 
over the last year, which was necessary to support the growth in business. 
These costs include the opening, relocation or expansion of several domestic 
and international offices; the upgrade of the Company's internal financial 
and

                                   Page 10

<PAGE>

                       TECHNOLOGY SOLUTIONS COMPANY

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

communication systems; higher expenses related to the expansion of the 
Company's internal recruiting organization; higher marketing expenses as a 
result of increased practice area marketing efforts; increased legal costs 
associated with the Company's international expansion and the growth of the 
business; and increased non-billable travel costs necessary to support these 
efforts. The Company also incurred an additional $3.4 million of management 
and administrative costs associated primarily with increased regional 
management and practice area support personnel.

Operating income increased $2.8 million to $8.8 million in the third quarter 
of fiscal 1998 from $6.0 million in the third quarter of fiscal 1997, an 
increase of 46 percent. This increase is attributable to the factors 
described above and an adjustment to the Company's fringe rate accrual of 
$0.6 million, offset by the investment spending described below.

During the third quarter of fiscal 1998, the Company increased its level of 
investment spending to $4.3 million, nearly a 40 percent increase over the 
second quarter of fiscal 1998 in several business areas, including middle 
market ERP (Enterprise Resource Planning) package integration and 
international and western US geographic expansion. The Company's strategy is 
to extend its current service offerings on a geographic basis, both 
domestically and internationally and to add new niche service offerings, such 
that the Company continues its current level of growth. The Company's 
investment spending is directly related to this geographic and new service 
offering expansion. The investment spending related to all of these 
activities involves the absorption of salary, training, recruiting, selling, 
infrastructure and other costs and may result in lower than normal practice 
area operating margins for a period of time that ranges from 12 to 24 months. 
The expansion into a new international market typically involves costs and 
time similar to, but often higher than, a domestic expansion.

Goodwill amortization increased to $0.9 million in the third quarter of 
fiscal 1998 compared to $0.5 million in the third quarter of fiscal 1997 
primarily due to the purchase of Bentley.

Incentive compensation of $2.0 million remained virtually unchanged in the 
third quarter of fiscal 1998 compared to same period last year. The incentive 
compensation accrual rate was adjusted in the third quarter of fiscal 1998 to 
reflect the Company's current expectations of the annual bonus payout. The 
Company expects to continue to accrue incentive compensation throughout 
fiscal 1998.

Net investment income in the fiscal 1998 third quarter was $0.6 million 
compared to $0.5 million a year earlier. The slight increase in investment 
income is due to a combination of several new investments purchased in fiscal 
1998 partially offset by investments maturing in fiscal 1998.

The Company's effective tax rate for the third quarter of fiscal 1998 was 
42.4 percent compared to 39.0 percent for the third quarter of fiscal 1997. 
The increase in the effective tax rate in the fiscal 1998 third quarter was 
the result of the increase in the

                                     Page 11


<PAGE>

                       TECHNOLOGY SOLUTIONS COMPANY

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


percentage of the Company's income coming from taxable investment income and 
increased non-deductible expenses for U.S. tax purposes. The tax provision 
from the foreign operations remained virtually unchanged compared to the same 
period last year.

Weighted average number of common shares outstanding increased primarily due 
to the exercise of stock options and the issuance of shares under the 
Company's employee stock purchase plan.

NINE MONTHS ENDED FEBRUARY 28, 1998 COMPARED WITH NINE MONTHS ENDED FEBRUARY 
28, 1997

Consolidated net revenues for the nine months ended February 28, 1998 
increased 68 percent to $191.7 million compared with $114.0 million for the 
same period last fiscal year. The increase resulted from domestic revenue 
growth of 66 percent and international revenue growth of 83 percent. The 
source of this growth is the continued strong demand for the Company's 
technology and business consulting professional services in both the domestic 
and international markets. The Company's ability to generate this revenue 
increase is due to the Company's increased consulting staff, recruiting 
efforts and the additional consulting staff that joined the Company in 
previously reported business combinations. The additional hours billed by 
this increased consulting staff, combined with a six percent increase in 
domestic billing rates, were the primary factors in revenue growth compared 
to the same period a year ago. The business combinations made by the Company 
accounted for 13 percent of revenues for the nine months ended February 28, 
1998 up from 5 percent for the same period in fiscal 1997.

Project personnel costs for the first nine months of fiscal 1998, which 
represent mainly professional salaries and benefits, increased to $88.8 
million in fiscal 1998 from $54.0 million in fiscal 1997, an increase of 65 
percent. The increase was due to increased professional headcount and was 
consistent with the higher revenues reported in the first nine months of 
fiscal 1998. Project personnel costs as a percentage of net revenues were 46 
percent in the first nine months of fiscal 1998, a slight decrease compared 
with project personnel costs as a percentage of net revenues of 47 percent in 
the comparable period of fiscal 1997.

Other project expenses for the first nine months of fiscal 1998 were $27.4 
million compared with $16.2 million for the first nine months of fiscal 1997. 
Other project expenses as a percentage of net revenues remained unchanged 
between years at approximately 14 percent.

Management and administrative support costs increased $18.9 million to $39.8 
million in the first nine months of fiscal 1998 from $20.9 million in the 
first nine months of fiscal 1997, an increase of 90 percent. Approximately 
$10.5 million of this increase was attributable to the investment made in 
infrastructure over the last year, which was necessary to support the growth 
in business. These costs include the opening, relocation or expansion of 
several domestic and international offices; the

                                  Page 12

<PAGE>

                       TECHNOLOGY SOLUTIONS COMPANY

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


upgrade of the Company's internal financial and communication systems; higher 
expenses related to the expansion of the Company's internal recruiting 
organization; higher marketing expenses as a result of increased practice 
area marketing efforts; increased legal expenses associated with the 
Company's international expansion and growth of the business; and increased 
non-billable travel costs necessary to support these efforts. The Company 
also incurred an additional $8.4 million of management and administrative 
costs associated primarily with increased regional management and practice 
area support personnel.

Operating income increased $9.4 million to $24.5 million in the third quarter 
of fiscal 1998 from $15.1 million in the third quarter of fiscal 1997, an 
increase of 63 percent. This increase is attributable to the factors 
described above and an adjustment to the Company's fringe rate accrual of 
$0.6 million, offset by the investment spending described below.

Fiscal 1998 investment programs have totaled more than 4.5 percent of 
revenue. These programs have included the establishment of new service 
offerings including RADD (Relationship, Architecture, Design and Deployment) 
for the ECM (Enterprise Customer Management) market, middle market ERP 
package integration, sales force automation, and new software vendor 
alliances. The Company is continuing its geographic expansion in 
international and western U.S. geographic areas. The Company's strategy is to 
extend its current service offerings on a geographic basis, both domestically 
and internationally, and to add new niche service offerings, such that the 
Company continues its current level of growth. The Company's investment 
spending is directly related to this geographic and new service offering 
expansion. The investment spending related to all of these activities 
involves the absorption of salary, training, recruiting, selling, 
infrastructure and other costs and may result in lower than normal practice 
area operating margins for a period of time that ranges from 12 to 24 months. 
The expansion into a new international market typically involves costs and 
time similar to, but often higher than, a domestic expansion.

Goodwill amortization increased to $2.7 million in the first nine months of 
1998 compared to $0.8 million in the first nine months of fiscal 1997, 
primarily due to the purchase of Bentley.

Incentive compensation of $8.5 million was accrued for the first nine months 
of fiscal 1998 compared to $7.0 million for the same period last year. This 
amount reflects the Company's current estimate of the annual bonus payout and 
the accrual rate adjustment made in the third quarter of fiscal 1998. The 
Company expects to continue to accrue incentive compensation throughout 
fiscal 1998.

Net investment income in the fiscal 1998 first nine months was $1.3 million 
compared to $1.5 million a year earlier. Investment income decreased as a 
result of lower cash balances in the first and second quarters due to the 
cash acquisition of The Bentley Company in June 1997 and the maturing of 
several investments in fiscal 1998.

                                     Page 13


<PAGE>

                       TECHNOLOGY SOLUTIONS COMPANY

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


The Company's effective tax rate for the first nine months of fiscal 1998 was 
43.2 percent compared to 40.5 percent for the first nine of fiscal 1997. The 
increase in the effective tax rate in the fiscal 1998 first nine months was 
the result of the increase in the percentage of the Company's income coming 
from taxable investment income, increased non-deductible expenses for U.S. 
tax purposes, and increased foreign earnings in higher tax rate jurisdictions 
compared to the same period last year.

Weighted average number of common shares outstanding increased primarily due 
to the exercise of stock options and the issuance of shares under the 
Company's employee stock purchase plan.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $9.7 million in the first nine 
months of fiscal 1998 compared to net cash provided by operating activities 
of $1.6 million in the first nine months of fiscal 1997. Operating cash flow 
was favorably impacted by higher net income as a result of increased 
operating activities. The increase in depreciation and amortization is a 
result of the goodwill amortization from acquired businesses, and the 
depreciation associated with the office expansion and the upgrade of the 
Company's internal financial system. The tax benefit received from the 
increased exercise of stock options compared to a year ago resulted in the 
increase in deferred income taxes. Net cash provided by operating activities 
was unfavorably affected by working capital requirements mainly an increase 
in net receivables of $17.5 million due to the growth of the Company's 
revenues.

The Company's significant amount of cash, cash equivalents and marketable 
securities has provided ample liquidity to handle the Company's current cash 
requirements.

Cash used in investing activities was $12.7 million in the first nine months 
of fiscal 1998 compared to net cash provided by investing activities of $3.4 
million for the same period last year. The Company purchased $7.5 million of 
available-for-sale securities and received $2.5 million from the sale of 
available-for-sale securities. Proceeds of $6.9 million were received by the 
Company due to the maturity of several held-to-maturity investments in the 
first nine months of fiscal 1998. The proceeds were transferred to cash and 
cash equivalents and reinvested in on-going business activities and other 
equity investments.

Capital expenditures in the first nine months of fiscal 1998 were $4.0 
million. Capital expenditures are expected to continue at the current rate in 
fiscal 1998 due to the Company's anticipated expansion and growth. The 
Company currently has no material commitments for capital expenditures.

Net cash outlays related to business acquisitions were $7.7 million for the 
first nine months of fiscal 1998. The cash outlay was due primarily to a $7.4 
million payment in the first quarter of fiscal 1998 for the acquisition of 
Bentley. Bentley was acquired for a combination of cash and the Company's 
common stock. The transaction was accounted for using the purchase method of 

                                     Page 14

<PAGE>

                       TECHNOLOGY SOLUTIONS COMPANY

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


accounting. Total consideration recorded for Bentley was approximately $12.7 
million. In addition to cash, the Company exchanged 29,535 shares of common 
stock of the Company for all the issued and outstanding shares of Bentley and 
replaced the employee stock options outstanding under Bentley's stock option 
plan with the Company's stock options. The purchase price may be increased by 
approximately $5.8 million if certain performance targets are met over the 
two years following the close of the transaction. Additionally, a $0.3 
million earn-out payment was made in the third quarter of fiscal 1998 related 
to the acquisition of Aspen Consultancy in May 1996.

Other investing activity during fiscal 1998 was the Company's $3.0 million 
cash investment in The Janis Group, Inc., a Baan software and service 
organization. The investment was accounted for using the cost method of 
accounting.

The Company has a $5.0 million unsecured line of credit facility (the 
"Facility") with Bank of America Illinois. The agreement expires September 5, 
1998. At the Company's election, loans made under the Facility bear interest 
at either the Bank of America Illinois reference rate or at the Eurodollar 
rate plus 0.75 percent. The unused line fee is 0.25 percent of the unused 
portion of the commitment. The Facility requires, among other things, the 
Company to maintain certain financial ratios. As of February 28, 1998, the 
Company was in compliance with these financial ratio requirements. As of 
February 28, 1998, no borrowings were made under the Facility.

NEW ACCOUNTING STANDARDS

The Financial Accounting Standards Board ("FASB") has issued Statement of 
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive 
Income," in June 1997. In addition to net income, comprehensive income 
includes items recorded directly to stockholders' equity such as the income 
tax benefit related to the exercise of certain stock options. This statement 
establishes new standards for reporting and displaying comprehensive income 
and its components in a full set of general-purpose financial statements. 
This statement is effective for fiscal years beginning after December 15, 
1997. Adoption of this standard will only require additional financial 
statement disclosure detailing the Company's comprehensive income.

In June 1997, the FASB also issued SFAS No. 131, "Disclosures about Segments 
of an Enterprise and Related Information." SFAS No. 131 establishes new 
standards for reporting information about operating segments in interim and 
annual financial statements. This statement is also effective for fiscal 
years beginning after December 15, 1997. The Company is currently evaluating 
the impact, if any, this statement will have on disclosures in the 
consolidated financial statements.

                                     Page 15


<PAGE>

                       TECHNOLOGY SOLUTIONS COMPANY

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


ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-Q REFLECT 
MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN, INVOLVE RISKS 
AND UNCERTAINTIES INCLUDING THE SUCCESSFUL COMPLETION OF CLIENT PROJECTS AND 
THE DEVELOPMENT OF NEW CONSULTING SERVICES AND GEOGRAPHIC MARKETS, THE 
SUCCESSFUL INTEGRATION OF THE OPERATIONS OF RECENTLY ACQUIRED BUSINESSES AND 
BUSINESS COMBINATIONS, THE SUCCESSFUL RESOLUTION OF LEGAL MATTERS, AND OTHER 
RISKS DETAILED IN THE COMPANY'S REPORT ON FORM 10-K FOR THE YEAR ENDED MAY 
31, 1997, 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. ACTUAL RESULTS MAY VARY 
MATERIALLY.

                                     Page 16



<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY
                                       
                          PART II.  OTHER INFORMATION
                                                                              
ITEM 1 -- LEGAL PROCEEDINGS

     In October 1997, the Company's Canadian subsidiary, Technology
Solutions Canada, Ltd. (TSC Canada), filed a lawsuit in the Ontario Court
(General Division) against Unibex Software Inc. (Unibex), Global
Business Alliance, and Peter Sandiford and Mady Jalinous, individually 
and as officers and directors of these companies. The lawsuit was filed 
by TSC Canada seeking payment of over $6,000,000 (U.S.). TSC Canada was seeking
the payment for services rendered; a declaration that it owns the software 
developed; and other relief. The money was for services rendered under a 
services agreement ("Agreement") entered  into in September 1996 under 
which TSC Canada assumed the obligation to provide consulting services for the 
development of certain Internet software. In the Agreement, Unibex 
agreed that in the event of certain breaches by Unibex, TSC Canada would be 
entitled to ownership of the software. TSC Canada claimed that such breaches 
had occurred and, therefore, TSC Canada is entitled to the software. Unibex and 
the other defendants answered the complaint in November 1997 denying any 
breaches of the Agreement. Additionally, the defendants counterclaimed 
in November 1997 seeking payment of over $235,000,000 (CDN) in damages 
claiming TSC Canada intentionally and negligently represented and warranted 
that it had the capability to undertake the development of the software  
knowing it did not have the qualified and competent personnel to use      
on the project. TSC Canada and Unibex agreed to dismiss the claim and
counterclaim in consideration of a lump sum payment to TSC Canada for services 
rendered and TSC Canada acquiring a license to the Unibex 2000 Software 
platform. The settlement was announced on January 16, 1998.

                                     Page 17

<PAGE>

                                  TECHNOLOGY SOLUTIONS COMPANY
                           PART II.  OTHER INFORMATION --  (Continued)



ITEM 6 -- EXHIBITS

  (a)     Exhibits
          Exhibit 11
          Exhibit 27
  (b)     No reports on Form 8-K were filed during the quarter ended
          February 28, 1998.

          All other items in Part II are either not applicable to the
          Company during the quarter ended February 28, 1998, the answer is
          negative, or a response has been previously reported and an
          additional report of the information need not be made, pursuant to
          the instructions to Part II.


                                     Page 18

<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 14th day of April
1998.

                            TECHNOLOGY SOLUTIONS COMPANY





Date:  April 14, 1998       By:    /s/ Martin T. Johnson
     -----------------         --------------------------
                                  Martin T. Johnson
                               Chief Financial Officer


                                     Page 19

<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY
                                       
                                       
                                       
                                       
                                 EXHIBIT INDEX
                                       


<TABLE>
<CAPTION>

EXHIBIT
NUMBER      DESCRIPTION
------      -----------
<S>         <C>
11          Statement re Computation of Per Share Earnings

27          Financial Data Schedule

</TABLE>


                                     Page 20