<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 NOVEMBER 30, 1997
                                       
                        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 JANUARY 7, 1998, THERE WERE OUTSTANDING 26,161,163 SHARES OF TSC
COMMON STOCK, PAR VALUE $.01.

<PAGE>



                         TECHNOLOGY SOLUTIONS COMPANY
                              INDEX TO FORM 10-Q
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                                    PART I
                                                                   PAGE
                                                                  NUMBER
FINANCIAL INFORMATION (UNAUDITED)

ITEM 1.  FINANCIAL STATEMENTS
   Consolidated Balance Sheets as of
     November 30, 1997 and May 31, 1997................................ 3
     
   Consolidated Statements of Income
     for the Three Months Ended and Six Months Ended
     November 30, 1997 and 1996........................................ 4
     
   Consolidated Statements of Cash Flows
     for the Six Months Ended November 30, 1997 and 1996............... 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............................................................. 15
     
   Item 4............................................................. 16
     
   Item 6............................................................. 16
     
SIGNATURES............................................................ 17

EXHIBIT INDEX......................................................... 18

EXHIBIT 11--Statement Re Computation of Per Share Earnings............ 19


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                                       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

                                                    November 30,       May 31,
                                                        1997             1997
                                                    -----------        -------
                                                    (unaudited)
CURRENT ASSETS:
 Cash and cash equivalents .......................   $  31,979        $  27,951
 Marketable securities ...........................      19,088           15,988
 Receivables, less allowance for doubtful
 receivables of $3,855 and $3,346 ................      56,783           43,907
 Refundable income taxes .........................         588            1,398
 Deferred income taxes ...........................       9,088            7,234
 Other current assets ............................      12,209           11,196
                                                     ---------        ---------
  Total current assets ...........................     129,735          107,674

COMPUTERS, FURNITURE AND EQUIPMENT, NET ..........       8,395            6,416

LONG-TERM INVESTMENTS ............................       4,818            8,118

COST IN EXCESS OF NET ASSETS OF ACQUIRED
   BUSINESSES AND OTHER INTANGIBLES ..............      15,227            3,521

OTHER ASSETS .....................................      11,627            8,137
                                                     ---------        ---------
  Total assets ...................................    $169,802         $133,866
                                                     =========        =========


                         LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable ................................    $  1,459         $  1,604
 Accrued compensation and related costs ..........      16,676           17,001
 Capitalized lease obligations ...................         301              240
 Deferred compensation ...........................      10,758            6,842
 Other current liabilities .......................       3,860            2,392
                                                     ---------        ---------
   Total current liabilities .....................      33,054           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 ...................     79,041           61,958
 Retained earnings ................................     60,898           51,627
 Unrealized holding loss ..........................       (107)            (319)
 Cumulative translation adjustment ................       (556)            (318)
                                                     ---------        ---------
                                                       139,545          113,217
Less:  Treasury Stock, at cost (796,539 and
    2,123,660 shares) .............................     (2,797)          (7,430)
                                                     ---------        ---------
  Total stockholders' equity ......................    136,748          105,787
                                                     ---------        ---------
  Total liabilities and stockholders' equity ......   $169,802         $133,866
                                                     =========        =========

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

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                                       Page 3

<PAGE>

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


                                   For the Three Months      For the Six Months
                                    Ended November 30,       Ended November 30,
                                   --------------------      ------------------
                                    1997           1996       1997        1996
                                    ----           ----       ----        ----
                                       (unaudited)               (unaudited)
REVENUES:
 Professional fees ................ $63,772      $39,521     $124,130   $71,336
 Software and hardware products ...     124           --          173       347
                                    -------      -------     --------   -------
                                     63,896       39,521      124,303    71,683
                                    -------      -------     --------   -------

COSTS AND  EXPENSES:
 Project personnel ................  29,305       17,746       57,456    33,823
 Other project expenses ...........   8,841        5,266       18,035    10,059
 Cost of products sold ............      --           --           --        54
 Management and administrative
   support ........................  12,913        7,685       24,758    13,296
 Goodwill amortization ............     929          275        1,806       347
 Incentive compensation ...........   2,843        2,621        6,493     5,025
                                    -------      -------     --------   -------
                                     54,831       33,593      108,548    62,604
                                    -------      -------     --------   -------
OPERATING INCOME ..................   9,065        5,928       15,755     9,079
                                    -------      -------     --------   -------
OTHER INCOME (EXPENSE):
 Net investment income ............     330          539          713     1,059
 Interest expense .................     (21)         (49)         (30)     (106)
                                    -------      -------     --------   -------
                                        309          490          683       953
                                    -------      -------     --------   -------

INCOME BEFORE INCOME TAXES ........   9,374        6,418       16,438    10,032

INCOME TAX PROVISION ..............   4,062        2,672        7,167     4,161
                                    -------      -------     --------   -------
NET INCOME ........................ $ 5,312      $ 3,746      $ 9,271   $ 5,871
                                    =======      =======     ========   =======
EARNINGS PER COMMON SHARE ......... $  0.19      $  0.14      $  0.33   $  0.23
                                    =======      =======     ========   =======

WEIGHTED AVERAGE NUMBER OF
 COMMON AND COMMON
 EQUIVALENT SHARES
 OUTSTANDING ......................  28,622       26,583       28,281    26,100
                                    =======      =======     ========   =======

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

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                                       Page 4

<PAGE>


                         TECHNOLOGY SOLUTIONS COMPANY
                                       
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                                            For the
                                                        Six Months Ended
                                                          November 30,
                                                     --------------------
                                                     1997            1996
                                                     ----            ----
                                                          (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income ...................................    $ 9,271       $  5,871
  Adjustments to reconcile net income
   to net cash provided by (used in)
   operating activities:
    Depreciation and amortization .............      3,488          1,634
    Provisions for receivable valuation
      allowances and reserves for
      possible losses .........................      1,188          1,109
    Gain on sale of investments ...............        (48)            --
    Deferred income taxes .....................      7,452         (2,367)

    Changes in assets and liabilities:
      Receivables .............................    (11,326)       (15,794)
      Purchases of trading securities related
        to deferred compensation program ......     (3,916)        (2,766)
      Refundable income taxes .................        810          5,784
      Other current assets ....................        (24)            68
      Accounts payable ........................       (942)           593
      Accrued compensation and related costs ..       (339)        (1,084)
      Deferred compensation funds from employees     3,916          2,766
      Other current liabilities ...............     (1,941)         1,038
                                                   -------         ------
       Net cash provided by (used in)
         operating activities .................      7,589         (3,148)
                                                   -------         ------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of available-for-sale securities ....     (1,500)            --
 Proceeds from available-for-sale securities ..      2,507             --
 Proceeds from held-to-maturity investments ...      3,290          6,060
 Capital expenditures, net ....................     (2,530)          (937)
 Net assets of acquired businesses and
   other intangibles ..........................     (7,360)        (1,277)
 Other assets .................................     (5,267)           (48)
 Capitalized lease obligation .................         61           (698)
                                                   -------         ------
  Net cash (used in) provided by
   investing activities .......................    (10,799)         3,100
                                                   -------         ------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from exercise of stock options ......      6,386          4,090
 Proceeds from employee stock purchase plan ...      1,440            580
                                                   -------         ------
   Net cash provided by financing activities ..      7,826          4,670
                                                   -------         ------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
 AND CASH EQUIVALENTS .........................       (588)           (19)
                                                   -------         ------
INCREASE IN CASH AND CASH EQUIVALENTS .........      4,028          4,603

CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD ..................................     27,951         12,990
                                                   -------         ------
CASH AND CASH EQUIVALENTS, END OF PERIOD ......    $31,979        $17,593
                                                   =======         ======

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

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                                       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 six months ended November 30, 
1997 and 1996, the consolidated balance sheet as of November 30, 1997 and the 
consolidated statements of cash flows for the six months ended November 30, 
1997 and 1996 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 November 30, 1997 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, specifically the restatement of earnings 
per common share and weighted average number of common and common 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

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                                       Page 6

<PAGE>

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

the accompanying consolidated statements of 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 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--Earnings per common share is computed by dividing 
net income per the modified treasury stock method by the weighted average 
number of common shares outstanding during each period presented, including


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                                       Page 7

<PAGE>

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



common share equivalents arising from the assumed exercise of stock options, 
where appropriate. 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.

The Financial Accounting Standards Board ("FASB") issued SFAS No. 128, 
"Earnings Per Share," in February 1997. This statement establishes new 
standards for computing and presenting earnings per share. This statement is 
effective for financial statements issued for periods ending after December 
15, 1997; earlier adoption is not permitted. Adoption of this statement will 
require the presentation of basic and diluted earnings per share. If the 
statement had been adopted, proforma basic and diluted earnings per share for 
the three and six months ended November 30, 1997 and 1996 would have been as 
follows:

                                                  Three Months  Ended
                                                      November 30,
                                                  1997           1996
                                                  --------------------
Basic earnings per share                          $0.20          $0.17
Diluted earnings per share                        $0.19          $0.14

                                                    Six Months  Ended
                                                        November 30,
                                                  1997           1996
                                                  --------------------
Basic earnings per share                          $0.36          $0.26
Diluted earnings per share                        $0.33          $0.23


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.


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                                       Page 8

<PAGE>

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


NOTE 4--STOCK OPTIONS As of November 30, 1997, options to purchase 7.0 
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.

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 will be amortized 
over five years on a straight-line basis beginning June 1997. Total 
consideration recorded for Bentley was approximately $12.7 million. Cash paid 
for Bentley totaled $7.4 million and the Company also exchanged 29,535 shares 
of the Company's common stock for all the issued and outstanding stock of 
Bentley and assumed the employee stock options outstanding under Bentley's 
stock option plan. 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.


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                                       Page 9

<PAGE>


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

THREE MONTHS ENDED NOVEMBER 30, 1997 COMPARED WITH THREE MONTHS ENDED 
NOVEMBER 30, 1996

Consolidated net revenues for the second quarter ended November 30, 1997 
increased 62 percent to $63.9 million compared to $39.5 million for the same 
period last fiscal year. The increase resulted from domestic revenue growth 
of 62 percent and international revenue growth of 60 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 
69 percent to 1,410 at the end of the fiscal 1998 second quarter compared to 
836 at the end of the same period in fiscal 1997. The total number of project 
managers increased to 138 at the end of this quarter compared to 94 a year 
earlier. The additional hours billed by this increased consulting staff, 
combined with a five percent increase in domestic billing rates, were the 
primary factors in revenue growth compared to the same period a year ago.

Second quarter project personnel costs, which represent mainly professional 
salaries and benefits, increased to $29.3 million in fiscal 1998 from $17.7 
million in fiscal 1997, an increase of 65 percent. The increase was due to 
additional headcount and was consistent with the higher revenues reported in 
the fiscal 1998 second quarter. Project personnel costs as a percentage of 
net revenues were 46 percent for the second quarter of fiscal 1998, a slight 
increase compared with project personnel costs as a percentage of net 
revenues of 45 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 nonbillable 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 second quarter of fiscal 1998 increased to $8.8 million 
compared with $5.3 million during the second quarter of fiscal 1997. Other 
project expenses as a percentage of net revenues were 14 percent for the 
second quarter of fiscal 1998, a slight increase compared with other project 
expenses as a percentage of net revenues of 13 percent in the comparable 
period of fiscal 1997.

Management and administrative support costs increased $5.2 million to $12.9 
million in the second quarter of fiscal 1998 from $7.7 million in the second 
quarter of fiscal 1997. Approximately $2.7 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 or expansion of several domestic and international offices; the 
upgrade of the


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                                       Page 10

<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

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


Company's internal financial and communication systems; higher recruiting 
expenses needed to develop the Company's internal recruiting organization; 
higher marketing expenses as a result of heightened marketing efforts; and 
increased non-billable travel costs necessary to support these efforts. The 
Company also incurred an additional $2.5 million of management and 
administrative costs associated primarily with increased regional management 
and practice area support personnel.

Goodwill amortization increased to $0.9 million in the second quarter of 
fiscal 1998 compared to $0.3 million in the second quarter of fiscal 1997 
primarily due to the purchase of Bentley, for which $0.6 million of goodwill 
amortization was recorded in the second quarter. Also contributing, to a 
lesser extent, was the goodwill amortization of several other  smaller 
businesses purchased.

Incentive compensation increased to $2.8 million in the second quarter of 
fiscal 1998 compared to $2.6 million for the same period last year. This 
amount reflects the Company's current estimate of the annual bonus payout. 
The Company expects to continue to accrue incentive compensation throughout 
fiscal 1998.

Investment income in the fiscal 1998 second quarter was $0.3 million compared 
to $0.5 million a year earlier. Investment income decreased as a result of 
several investments maturing in fiscal 1998.

The Company's effective tax rate for the second quarter of fiscal 1998 was 
43.3 percent compared to 41.6 percent in the second quarter of fiscal 1997. 
The increase in the effective tax rate in the fiscal 1998 second quarter was 
the result of the reduction in the percentage of the Company's income coming 
from nontaxable 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.

SIX MONTHS ENDED NOVEMBER 30, 1997 COMPARED WITH SIX MONTHS ENDED NOVEMBER 
30, 1996

Consolidated net revenues for the six months ended November 30, 1997 
increased 73 percent to $124.3 million compared with $71.7 million for the 
same period last fiscal year. The increase resulted from domestic revenue 
growth of 74 percent and international revenue growth of 72 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 five percent increase in 
domestic billing rates, were the primary factors in revenue growth compared 
to the same period a year ago.

Project personnel costs for the first six months of fiscal 1998, which 
represent mainly professional salaries and benefits,


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                                       Page 11

<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

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


increased to $57.5 million in fiscal 1998 from $33.8 million in fiscal 1997, 
an increase of 70 percent. The increase was due to additional headcount and 
was consistent with the higher revenues reported in the first half of fiscal 
1998. Project personnel costs as a percentage of net revenues were 46 percent 
for fiscal 1998 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 half of fiscal 1998 were $18.0 million 
compared with $10.1 million for the first half of fiscal 1997. Other project 
expenses as a percentage of net revenues, however, remained unchanged between 
years at approximately 14 percent.

Management and administrative support costs increased $11.5  million to $24.8 
million in the first half of fiscal 1998 from $13.3 million in the first half 
of fiscal 1997. Approximately $6.1 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 
or expansion of several domestic and international offices; the upgrade of 
the Company's internal financial and communication systems; higher recruiting 
expenses needed to develop the Company's internal recruiting organization; 
higher marketing expenses as a result of heightened marketing efforts; and 
increased non-billable travel costs necessary to support these efforts. The 
Company also incurred an additional $5.4 million of management and 
administrative costs associated primarily with increased regional management 
and practice area support personnel.

Goodwill amortization increased to $1.8 million in the first half of fiscal 
1998 compared to $0.3 million in the first half of fiscal 1997, primarily due 
to the purchase of Bentley, for which $1.3 million of goodwill amortization 
was recorded in the first half of fiscal 1998. Also contributing, to a lesser 
extent, was the goodwill amortization of several other smaller businesses 
purchased.

Incentive compensation of $6.5 million was accrued for the first half of 
fiscal 1998 compared to $5.0 million for the same period last year. This 
amount reflects the Company's current estimate of the annual bonus payout. 
The Company expects to continue to accrue incentive compensation throughout 
fiscal 1998.

Net investment income in the fiscal 1998 first half was $0.7 million compared 
to $1.0 million a year earlier. Investment income decreased as a result of 
several investments maturing in fiscal 1998.

The Company's effective tax rate for the first half of fiscal 1998 was 43.6 
percent compared to 41.5 percent in the first half of fiscal 1997. The 
increase in the effective tax rate in the fiscal 1998 first half was the 
result of the reduction in the percentage of the Company's income coming from 
nontaxable 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.


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                                       Page 12

<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

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


LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $7.6 million in the first half 
of fiscal 1998 compared to net cash used in operating activities of $3.1 
million in the first half of fiscal 1997. Operating cash flow was favorably 
impacted by higher net income as a result of increased operating activities. 
This improvement was partially offset by increased working capital 
requirements, especially the increase in net receivables of $11.3 million due 
to the significant growth of the Company's revenues. Other working capital 
requirements included the payment of employee bonuses in the fiscal 1998 
first quarter of $9.5 million and the decrease in accounts payable. The 
employee bonus payments relate to fiscal 1997 and are generally paid by the 
Company on an annual basis during the first quarter following the end of the 
fiscal year. The decrease in accounts payable is due mainly to the timing of 
the payments.

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

Cash used in investing activities was $10.8 million in the first half of 
fiscal 1998 compared to net cash provided by investing activities of $3.1 
million for the same period last year. Proceeds from the sale of 
available-for-sale securities were $2.5 million and the Company purchased 
$1.5 million of available-for-sale securities. Proceeds of $3.3 million were 
received by the Company due to the maturity of several held-to-maturity 
investments in the first half of fiscal 1998. These proceeds were reinvested 
in expansion of the business and other equity investments.

Capital expenditures in the first half of fiscal 1998 were $2.5 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 
expects that its future capital expenditures will be financed through cash 
flows from operating activities. The Company currently has no material 
commitments for capital expenditures.

Net cash outlays related to business acquisitions were $7.4 million due to 
the first quarter acquisition of Bentley for a combination of cash and the 
Company's common stock. The transaction was accounted for using the purchase 
method of 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 assumed the employee stock options 
outstanding under Bentley's stock option plan. 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.

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


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                                       Page 13

<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

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


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 November  30, 1997, the 
Company was in compliance with these financial ratio requirements. As of 
November 30, 1997, 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.

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.


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                                       Page 14

<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), 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. TSC is
     seeking the payment of over US $6.6 million owed for services
     rendered; a declaration that it owns the software developed; and
     other relief. The money sought is owed for services rendered under a
     services agreement ("Agreement") entered into in September 1996 under
     which TSC 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
     would be entitled to ownership of the software. TSC is claiming that
     such breaches have occurred and, therefore, TSC 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 for CDN $235 million claiming TSC
     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. Although the outcome of the claims cannot be predicted with
     certainty, management believes that the counterclaims are completely
     without merit and intends to vigorously defend them. In any case,
     management believes that TSC is protected by the terms of the
     Agreement limiting liability to the fees paid and no fees have been
     paid. Management further believes that the ultimate resolution of the
     litigation should not have a material adverse effect on the Company's
     financial condition or results of operations.


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                                       Page 15

<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY

                   PART II. OTHER INFORMATION -- (CONTINUED)
--------------------------------------------------------------------------------


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

     TSC's 1997 Annual Meeting of Stockholders (the "Annual Meeting") was
     held on October 9, 1997. Represented at the Annual Meeting, either in
     person or by proxy, were 22,720,172 voting shares. The following
     actions were taken by a vote of TSC's stockholders at the Annual
     Meeting:

     1. Messrs. John R. Purcell and William H. Waltrip were elected to serve 
        as members of TSC's Board of Directors receiving 22,188,961 and 
        22,135,075 votes in favor of election, respectively, and 531,211 
        and 585,097 votes withheld respectively. There were no votes 
        against, abstentions or broker non-votes with respect to the 
        election of any nominee named above. In addition, the terms of    
        office for Messrs. Kohler and McLaughlin continue until the 1998 
        Annual Meeting, and Messrs. Murray and Oresman continue until the 
        1999 Annual Meeting.

     2. The appointment of Price Waterhouse LLP as independent auditors for 
        TSC for its fiscal year ending May 31, 1998 was ratified:  22,621,650 
        votes were cast for the ratification; 92,120 votes were cast against 
        the ratification and there were 6,402 votes abstained. There were no 
        votes withheld or broker non-votes.


ITEM 6 -- EXHIBITS

     (a)  Exhibits
          Exhibit 11




        All other items in Part II are either not applicable to the
        Company during the quarter ended November 30, 1997, 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.





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                                       Page 16

<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 January 1998.

                                      TECHNOLOGY SOLUTIONS COMPANY





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



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                                       Page 17

<PAGE>

                         TECHNOLOGY SOLUTIONS COMPANY




                                 EXHIBIT INDEX
                                       



EXHIBIT
NUMBER        DESCRIPTION
-------       -----------
  11          Statement re Computation of Per Share Earnings

  27          Financial Data Schedule





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